Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 07, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LINDBLAD EXPEDITIONS HOLDINGS, INC. | |
Entity Central Index Key | 1,512,499 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 44,717,759 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | |
Current assets | |||
Cash | $ 15,949 | $ 28,634 | |
Investment in marketable securities | 10,005 | 9,998 | |
Cash and cash equivalents held in trust account, interest income available for working capital and taxes | $ 936 | 22,421 | |
Accrued interest receivable | 6,530 | ||
Prepaid expenses and other current assets | $ 48,832 | 62,132 | |
Total current assets | 75,722 | 129,715 | |
Cash and cash equivalents held in trust account, restricted | $ 200,000,000 | $ 200,000,000 | |
Other assets | |||
Total assets | $ 200,075,722 | $ 200,129,715 | |
Current liabilities | |||
Accounts payable and accrued expenses (including accrued professional fees of $1,254,382 as of June 30, 2015 and $6,696 as of December 31, 2014) | 1,340,366 | 81,559 | |
Accrued franchise tax payable | 90,000 | 360,000 | |
Due to related parties | 1,611,329 | 470,000 | |
Total current liabilities | $ 3,041,695 | $ 911,559 | |
Commitments and contingencies | |||
Common stock, subject to possible redemption, 18,798,187 shares at June 30, 2015 and 18,798,215 shares at December 31, 2014, at redemption value | $ 187,981,868 | $ 187,982,148 | |
Stockholders' equity | |||
Preferred stock value | |||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 24,999,972 and 25,000,000 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | [1] | $ 620 | $ 620 |
Additional paid-in-capital | 12,975,932 | 12,975,932 | |
Retained earnings\Accumulated deficit | (3,924,429) | (1,740,573) | |
Accumulated other comprehensive income | 36 | 29 | |
Total stockholders' equity | 9,052,159 | 11,236,008 | |
Total liabilities and stockholders' equity | 200,075,722 | 200,129,715 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |||
Current assets | |||
Cash | 53,473,021 | 39,678,720 | |
Prepaid expenses and other current assets | 10,994,135 | 11,320,698 | |
Restricted cash and marketable securities | 47,478,278 | 8,334,632 | |
Inventories | 1,921,917 | 1,700,226 | |
Marine operating supplies | 5,145,250 | 5,078,552 | |
Total current assets | 119,012,601 | 66,112,828 | |
Property and equipment, net | $ 119,175,217 | 121,873,440 | |
Due from shareholder | 1,500,926 | ||
Deferred financing costs, net | 2,019,503 | ||
Operating rights | $ 6,528,949 | 6,528,949 | |
Deferred tax assets | $ 253,829 | 101,860 | |
Investment in CFMF | 47,787,835 | ||
Total assets | $ 244,970,596 | 245,925,341 | |
Current liabilities | |||
Unearned passenger revenues | 79,042,259 | 73,195,195 | |
Accounts payable and accrued expenses (including accrued professional fees of $1,254,382 as of June 30, 2015 and $6,696 as of December 31, 2014) | 18,070,214 | 20,028,315 | |
Long-term debt - current | 1,500,000 | 4,934,030 | |
Obligations to repurchase shares of Class A common stock | $ 4,965,792 | 4,965,792 | |
Due to CFMF | 22,733,000 | ||
Total current liabilities | $ 103,578,265 | 125,856,332 | |
Long-term debt, less current portion | 138,271,507 | 51,755,608 | |
Other long term liabilities | 418,070 | 447,145 | |
Deferred income taxes - long term | 408,226 | 299,035 | |
Total liabilities | $ 242,676,068 | $ 178,358,120 | |
Commitments and contingencies | |||
Stockholders' equity | |||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 24,999,972 and 25,000,000 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | |||
Additional paid-in-capital | $ (59,574,152) | $ 21,466,308 | |
Retained earnings\Accumulated deficit | 61,868,680 | 46,100,913 | |
Total stockholders' equity | 2,294,528 | 67,567,221 | |
Total liabilities and stockholders' equity | $ 244,970,596 | $ 245,925,341 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Common stock, Class A | |||
Stockholders' equity | |||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 24,999,972 and 25,000,000 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | |||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Common stock, Class B | |||
Stockholders' equity | |||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 24,999,972 and 25,000,000 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | |||
[1] | Share amounts include 1,250,000 shares that are subject to forfeiture if the last sales price of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Accrued professional fees | $ 1,254,382 | $ 6,696 |
Redeemable common stock shares | 18,798,187 | 18,798,215 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 24,999,972 | 25,000,000 |
Common stock, shares outstanding | 24,999,972 | 25,000,000 |
Shares subject to forfeiture under condition one | 1,250,000 | 1,250,000 |
Minimum sale price of share under condition one | $ 13 | $ 13 |
Assets [Abstract] | ||
Cash and cash equivalents | $ 15,949 | $ 28,634 |
Liabilities [Abstract] | ||
Accounts payable and accrued expenses (including accrued professional fees of $1,254,382 as of June 30, 2015 and $6,696 as of December 31, 2014) | 1,340,366 | 81,559 |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | ||
Assets [Abstract] | ||
Cash and cash equivalents | 53,473,021 | 39,678,720 |
Property and equipment | 119,175,217 | 121,873,440 |
Liabilities [Abstract] | ||
Accounts payable and accrued expenses (including accrued professional fees of $1,254,382 as of June 30, 2015 and $6,696 as of December 31, 2014) | 18,070,214 | 20,028,315 |
Long-term debt | 150,000,000 | 56,689,638 |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Variable interest entities | ||
Assets [Abstract] | ||
Cash and cash equivalents | 2,000 | 2,000 |
Property and equipment | 156,701 | 1,755,446 |
Liabilities [Abstract] | ||
Accounts payable and accrued expenses (including accrued professional fees of $1,254,382 as of June 30, 2015 and $6,696 as of December 31, 2014) | $ 633,254 | 55,456 |
Long-term debt | $ 2,170,000 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Common stock, Class A | ||
Common stock, par value | ||
Common stock, shares authorized | 450,000 | 450,000 |
Common stock, shares issued | 90,000 | 90,000 |
Common stock, shares outstanding | 90,000 | 90,000 |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Common stock, Class B | ||
Common stock, par value | ||
Common stock, shares authorized | 50,000 | 50,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Revenue | |||||
Operating expenses | $ 773,574 | $ 279,005 | $ 2,185,134 | $ 543,983 | |
Income/Loss from operations | $ (773,574) | (279,005) | $ (2,185,134) | (543,983) | |
Other income and (expense) | |||||
Interest expense | (9,180) | (16,200) | |||
Interest income | $ 13 | 24,552 | $ 1,278 | 54,569 | |
Total other income | 13 | 15,372 | 1,278 | 38,369 | |
Net income\loss | $ (773,561) | $ (263,633) | $ (2,183,856) | $ (505,614) | |
Weighted average shares outstanding | |||||
Weighted average number of common shares outstanding, basic and diluted (1) | [1] | 6,201,785 | 6,201,785 | 6,201,785 | 6,201,785 |
Earnings per share | |||||
Basic and diluted net loss per share | $ (0.12) | $ (0.04) | $ (0.35) | $ (0.08) | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |||||
Revenue | $ 49,531,025 | $ 50,790,991 | $ 104,951,551 | $ 102,165,680 | |
Operating expenses | 25,641,123 | 18,577,615 | 48,680,902 | 36,836,940 | |
Income/Loss from operations | 2,404,135 | 8,112,421 | 10,383,661 | 19,250,912 | |
Cost of tours | 21,485,767 | 24,100,955 | 45,886,988 | 46,077,828 | |
Gross profit | 28,045,258 | 26,690,036 | 59,064,563 | 56,087,852 | |
Operating expenses: | |||||
General and administrative | 14,556,935 | 7,973,652 | 25,682,431 | 15,242,723 | |
Selling and marketing | 8,189,162 | 7,730,227 | 17,351,646 | 15,846,423 | |
Depreciation and amortization | 2,895,026 | 2,873,736 | 5,646,825 | 5,747,794 | |
Other income and (expense) | |||||
Interest expense | (3,888,204) | (1,337,238) | (5,077,627) | (2,657,499) | |
Total other income | $ 8,324,393 | (301,066) | $ 7,253,932 | (3,449,216) | |
Change in fair value of obligation to repurchase shares of Class A common stock | 857,565 | (572,431) | |||
Gain (loss) on foreign currency | $ (78,329) | $ 178,607 | $ (194,367) | $ (219,286) | |
Gain on transfer of assets | 7,525,926 | 7,525,926 | |||
Other income (expense), net | 5,000,000 | $ 5,000,000 | |||
(Loss) on investment in CFMF | (235,000) | ||||
Income before income taxes | 10,728,528 | $ 7,811,355 | $ 17,637,593 | $ 15,801,696 | |
Income tax expense | 1,893,259 | 2,646,957 | 1,869,831 | 2,242,492 | |
Net income\loss | 8,835,269 | 5,164,398 | 15,767,762 | 13,559,204 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Common stock, Class A | |||||
Other income and (expense) | |||||
Net income available to Common Stockholders | $ 8,835,269 | $ 4,906,163 | $ 15,767,762 | $ 12,881,204 | |
Weighted average shares outstanding | |||||
Basic | 154,817 | 244,287 | 199,769 | 244,287 | |
Diluted | 159,596 | 244,287 | 203,057 | 244,287 | |
Earnings per share | |||||
Basic | $ 57.07 | $ 20.08 | $ 78.93 | $ 52.73 | |
Diluted | $ 55.36 | $ 20.08 | $ 77.65 | $ 52.73 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Common stock, Class B | |||||
Other income and (expense) | |||||
Net income available to Common Stockholders | $ 258,235 | $ 678,000 | |||
Weighted average shares outstanding | |||||
Basic | 12,858 | 12,858 | |||
Diluted | 12,858 | 12,858 | |||
Earnings per share | |||||
Basic | $ 20.08 | $ 52.73 | |||
Diluted | $ 20.08 | $ 52.73 | |||
[1] | Share amounts include 1,250,000 shares that are subject to forfeiture if the last sales price of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. |
Condensed Statements of Operat5
Condensed Statements of Operations (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Shares subject to forfeiture under condition one | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 |
Minimum sale price of share under condition one | $ 13 | $ 13 | $ 13 | $ 13 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income/loss | $ (773,561) | $ (263,633) | $ (2,183,856) | $ (505,614) |
Other comprehensive income, net of tax: | ||||
Unrealized gain on securities | 4 | 15 | 7 | 28 |
Comprehensive loss | $ (773,557) | $ (263,618) | $ (2,183,849) | $ (505,586) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities | ||
Net income/loss | $ (2,183,856) | $ (505,614) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Deferred rent | (1,340) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | $ 13,300 | (68,140) |
Accrued interest receivable | 6,530 | 4,333 |
Accounts payable and accrued expenses | 1,258,807 | 32,907 |
Accrued franchise tax payable | (270,000) | 90,000 |
Net cash used in operating activities | (1,175,219) | (447,854) |
Cash Flows from Investing Activities | ||
Trust Account, interest income available for working capital and taxes | 21,485 | 7,111 |
Net cash provided by investing activities | 21,485 | 7,111 |
Cash Flows from Financing Activities | ||
Proceeds from notes payable, related party | 1,141,329 | $ 250,000 |
Decrease in common stock subject to possible redemption | (280) | |
Net cash provided by financing activities | 1,141,049 | $ 250,000 |
Net decrease in cash | (12,685) | (190,743) |
Net cash beginning of period | 28,634 | 312,298 |
Net cash beginning of period | $ 15,949 | 121,555 |
Cash paid during the year for | ||
Cash paid for taxes | $ 633 | |
Cash paid for interest | $ 47,108 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | ||
Cash Flows from Operating Activities | ||
Net income/loss | 15,767,762 | $ 13,559,204 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,646,825 | 5,747,794 |
Amortization of debt discount and deferred financing costs | 2,208,948 | $ 543,303 |
Stock-based compensation | 2,427,447 | |
Deferred income taxes | (42,778) | $ 277,895 |
(Gain) loss on currency translation | 194,367 | $ 219,286 |
Gain on transfer of assets | (7,502,668) | |
Changes in operating assets and liabilities: | ||
Inventories and Marine operating supplies | (251,188) | $ 262,949 |
Prepaid expenses and other current assets | 316,966 | (433,860) |
Unearned passenger revenues | 6,021,897 | (496,242) |
Other long term liabilities | (29,075) | 110,120 |
Accounts payable and accrued expenses | (1,168,060) | (417,785) |
Net cash used in operating activities | 23,201,709 | $ 18,934,092 |
Cash Flows from Investing Activities | ||
Purchase of investment in CFMF | (68,087,953) | |
Purchase of property and equipment, net | (2,567,268) | $ (2,336,841) |
Advance from (to) shareholder | 1,500,926 | (47,163) |
Purchase of restricted cash and marketable securities | (39,143,646) | (7,923,356) |
Net cash provided by investing activities | (108,297,941) | $ (10,307,360) |
Cash Flows from Financing Activities | ||
Proceeds from long-term debt | 150,000,000 | |
Deferred financing costs | (10,532,175) | |
Repayments of long-term debt | $ (41,003,232) | $ (2,167,434) |
Repurchase of stock from Class A shareholders | 572,430 | |
Net cash provided by financing activities | $ 98,464,593 | (1,595,004) |
Effect of exchange rate changes on cash | 425,940 | (230,956) |
Net decrease in cash | 13,794,301 | 6,800,772 |
Net cash beginning of period | 39,678,720 | 44,353,563 |
Net cash beginning of period | 53,473,021 | |
Cash paid during the year for | ||
Cash paid for taxes | 298,226 | 247,645 |
Cash paid for interest | 2,087,329 | $ 2,129,629 |
Non-cash investing and financing activities: | ||
Investment in CFMF liquidation of Junior debt asset, warrant | 84,903,567 | |
CFMF liquidation of Junior debt long term debt, additional paid in capital | $ (84,903,567) |
Organization, Plan of Business
Organization, Plan of Business Operations and Liquidity | 6 Months Ended |
Jun. 30, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Organization, Plan of Business Operations and Liquidity | Note 1 - Organization, Plan of Business Operations and Liquidity Capitol Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 9, 2010 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). On March 9, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Argo Expeditions, LLC, a Delaware limited liability company and the Company’s wholly-owned subsidiary (“LLC Sub”), Argo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LLC Sub (“Merger Sub”), and Lindblad Expeditions, Inc., a New York corporation (“Lindblad”) (See Note 7). On July 8, 2015, the Company completed the merger with Lindblad. On May 14, 2015, in connection with the transaction with Lindblad, the Company obtained stockholder approval to extend the date by which it had to complete a Business Combination until July 31, 2015 (the “Extension”). The Company’s units are listed on The NASDAQ Capital Market (“NASDAQ”). Pursuant to NASDAQ Listing Rules, the target business or businesses with which the Company completes a Business Combination needed to collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (less taxes payable) at the time of the execution of the definitive agreement for the initial Business Combination, although the Company could have acquired a target business whose fair value significantly exceeded 80% of the Trust Account balance. Upon the closing of the Company’s initial public offering (the “Offering”) on May 15, 2013, $200,000,000 ($10.00 per share sold in the Offering), including the proceeds from a private placement of 5,600,000 warrants for $5,600,000 to the Company’s sponsors, was placed in a trust account (the “Trust Account”). The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide shareholders who acquired shares in the Public Offering (“Public Shareholders”) with the opportunity to redeem their public shares for a pro rata share of the Trust Account by means of conducting redemptions in conjunction with a proxy solicitation pursuant to the proxy rules. Each Public Shareholder was entitled to receive a full pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released by the Company or necessary to pay taxes). Public shareholders of 28 common shares redeemed their shares for cash on May 14, 2015 in connection with the proxy solicitation to extend the time Capitol had to complete its business combination with Lindblad from May 15, 2015 to July 31, 2015. Public shareholders of 300,000 shares redeemed their shares for cash on July 8, 2015 in connection with the proxy solicitation for the merger with Lindblad. In connection with any stockholder vote required to approve any Business Combination, the Company’s sponsor and the other initial stockholders of the Company (collectively, the “Initial Stockholders”) had agreed (i) to vote any of their respective shares in favor of the initial Business Combination and (ii) not to convert any of their respective shares. Public stockholders who convert their stock will continue to have the right to exercise any warrants they may hold. The Company has experienced significant recurring net operating losses as well as negative cash flows from operations. The Company’s main source of liquidity was from the Offering, a private placement of 5,600,000 warrants for gross proceeds of $5,600,000, and loans from related parties of $1,611,329 (see Note 5), proceeds from which were used to fund the search for a prospective target business. Following the merger with Lindblad, the Company believes it has sufficient liquidity to meet funding requirements for the next twelve months. |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Organization, Plan of Business Operations and Liquidity | NOTE 1 — BUSINESS Overview Lindblad Expeditions, Inc. (“LEX”), a New York corporation and its subsidiaries, (together “Lindblad” or the “Company”), provide tour and travel related services in the United States and destinations in many parts of the world. The Company’s subsidiaries include Lindblad Maritime Enterprises, Ltd (“LME”) a Cayman Islands corporation and two variable interest entities, SPEX Sea Lion, Ltd. a Nevada corporation (“Sea Lion”), and SPEX Sea Bird Ltd, a Nevada corporation (“Sea Bird”). LME either directly, or through subsidiaries, owns or operates four vessels that travel in non-United States territories throughout the year. These vessels are the National Geographic Explorer, National Geographic Orion, National Geographic Endeavour and National Geographic Islander. LEX operates two vessels comprised of National Geographic Sea Bird and National Geographic Sea Lion. Lindblad was founded by Sven-Olof Lindblad (“Mr. Lindblad”), whose father, renowned adventure-travel pioneer Lars-Eric Lindblad, led some of the first non-scientific groups of travelers to the Galapagos (1967) and Antarctica (1966). Lindblad operates a year round fleet of six expedition ships and several seasonal charter vessels. Lindblad also has an alliance with the National Geographic Society, who often provide lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews. New Credit Agreement On May 8, 2015, Lindblad entered into a new credit agreement with Credit Suisse A.G. (“Credit Suisse”) as Administrative Agent and Collateral Agent (“Credit Agreement”) for a $150.0 million facility in the form of a $130.0 million U.S. term loan (the “U.S. Term Loan”) and a $20.0 million Cayman term loan for the benefit of Lindblad’s foreign subsidiaries (the “Cayman Loan,” and together with the U.S. Term Loan, the “Loans”). On July 8, 2015, Lindblad entered into a larger and syndicated amended and restated credit agreement with Credit Suisse (“Amended Credit Agreement”), increasing the facility by $25.0 million, resulting in a $155.0 million U.S. Term Loan (See Note 3 – Long-Term Debt). Lindblad Mergers On March 9, 2015 the Company and Capitol Acquisition Corp. II (“Capitol”), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, entered into a definitive agreement to merge in a transaction valued at approximately $439 million. The merger was approved by shareholders of both the Company and Capitol and closed on July 8, 2015 during the third quarter of 2015 (the “Lindblad Mergers”). As consideration for the Lindblad Mergers, the former Lindblad stockholders received an aggregate of (i) $90.0 million in cash (a portion of which was paid as transaction bonuses) and (ii) 20,017,787 shares of common stock of Capitol. Capitol also assumed outstanding Lindblad stock options and converted such options into options to purchase an aggregate of 3,821,696 shares of common stock of Capitol with an exercise price of $1.76 per share. As a result of the Lindblad Mergers, Lindblad became a direct wholly-owned subsidiary of Capitol. Immediately following the Lindblad Mergers, Capitol changed its name to Lindblad Expeditions Holdings, Inc. The combined Company’s common stock and warrants are listed on The NASDAQ Capital Market. In connection with the closing of the Lindblad Mergers: (i) an aggregate of $90.0 million was paid from Capitol’s trust account to the former stockholders of Lindblad as a portion of the merger consideration (including a portion of which was paid as transaction bonuses); (ii) an aggregate of $13.6 million was paid from the trust account to various third parties for expenses, including expenses such as deferred underwriting costs, brokerage fees and legal expenses; (iii) an aggregate of $1.1 million was paid from the trust account to repay loans made to Capitol from former and current directors, former officers and founders; and (iv) an aggregate of $3.0 million was paid from the trust account to former stockholders of Capitol as a result of redemptions made on 300,000 shares of common stock at Capitol’s special meeting of stockholders held on July 8, 2015. The balance of the trust account, consisting of an aggregate of approximately $92.3 million, was released from the trust to the Company to be used for general corporate purposes. In addition, an aggregate of $500,000 of convertible debt was converted into 500,000 warrants to purchase shares of common stock with the same terms as the sponsor’s warrants. Purchase of CFMF and Repayment of Junior Debt and Senior Debt On March 3, 2009, the Company issued a note payable to Cruise/Ferry Master Fund I, N.V. (“CFMF”) (See Note 3 – Long-Term Debt). On December 11, 2014, Lindblad entered into a Profit Participation Loan Purchase Agreement with DVB Bank America, N.V. (“DVB”), a Profit Participation Rights Purchase Agreement with Buss Kreuzfahrtfonds 1 GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH & Co. KG, and a Stock Purchase Agreement with Cruise/Ferry Finance Partners Private Foundation. These three agreements enabled Lindblad to purchase the financial and equity interests in CFMF in order to recapture and extinguish an outstanding warrant to purchase 60% of the outstanding equity of Lindblad on a fully diluted basis. On December 11, 2014, the date of the purchase agreements, an initial payment of $25,000,000 was made to DVB under the Profit Participation Loan Purchase Agreement. The remaining payments of (i) $22,733,000 to DVB, (ii) $48,440,000 to Buss Kreuzfahrtfonds 1 GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH & Co. KG, as increased by $339,100 per month from December 31, 2014 until the close of the transaction, and (iii) $1.00 to Cruise/Ferry Financing Partners Private Foundation were made on May 8, 2015 (“CFMF Closing”). In connection with the CFMF Closing, the 60% warrant was cancelled; the junior debt note receivable was cancelled; and the related junior debt facility offset by the outstanding unamortized balance of the debt discount was cancelled, resulting in a gain on the transfer of assets, and the Company commenced liquidation procedures on CFMF. Utilizing the proceeds from the new Loans, the Company also paid in full its preexisting senior debt facility in the amount of $39.8 million held by DVB. Assignment and Assumption Agreement In connection with the Company’s agreement to purchase CFMF, Mr. Lindblad earned a success fee of $5,000,000 from DVB for the purchase of CFMF (the “DVB Fee”) (DVB was a partner in CFMF and the lender of the Company’s preexisting senior debt facility). On March 9, 2015, Mr. Lindblad and Lindblad entered into an Assignment and Assumption Agreement pursuant to which Mr. Lindblad (i) assigned and transferred to Lindblad his right to receive a $5,000,000 fee payable to Mr. Lindblad personally by DVB and (ii) exercised his outstanding option to purchase 2,857 shares of Lindblad’s stock for $92,538 in aggregate exercise proceeds. In exchange for the assignment to Lindblad of the fee payable by DVB, all of Mr. Lindblad’s obligations under his loan agreement with the Company (the “Mr. Lindblad Loan Agreement”), which had a balance of principal and accrued interest of $2,830,447 as of March 9, 2015, were deemed satisfied in full, the Mr. Lindblad Loan Agreement and related promissory note were terminated, and Mr. Lindblad’s obligation to pay the aggregate exercise price for the exercise of the option described above was satisfied in full. On May 8, 2015, the Company received the $5,000,000 fee from DVB and the Company compensated Mr. Lindblad $4,956,160, which was paid by settling the $2,830,447 outstanding amount of principal and interest owed and the aggregate exercise proceeds of $92,538 payable in connection with the exercise of the option (above), and also offset by $2,033,175 in required withholding taxes. The DVB Fee assigned to the Company was recorded on the Company’s condensed consolidated balance sheet as “Due from DVB.” The amount payable to Mr. Lindblad was recorded on the Company’s condensed consolidated balance sheet as “Due to shareholder.” |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2014 in the Company’s Form 10-K filed on March 13, 2015 with the Securities and Exchange Commission. The accounting policies used in preparing these unaudited condensed financial statements are consistent with those described in the December 31, 2014 audited financial statements. Operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any other period. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents except for the cash held in the Trust Account, which due to the restrictions on its use, is treated as a non-current asset. Cash and Cash Equivalents Held in Trust Account – Restricted The Company considers the restricted portion of the funds held in the Trust Account as being a non-current asset. A current asset is one that is reasonably expected to be used to pay current liabilities, such as accounts payable or short-term debt or to pay current operating expenses, or will be used to acquire other current assets. Since the acquisition of a business is principally considered to be a long-term purpose, with long-term assets such as property and intangibles, typically being a major part of the acquired assets, the Company has reported the funds anticipated to be used in the acquisition as a non-current asset. Investment in Marketable Securities Marketable securities consist of government obligations. The Company has classified its investment as available for sale. Accordingly, such investment is reported at fair value with the unrealized gain or loss reported as a separate component of stockholders’ equity. Fair Value Measurements and Disclosure The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 established a fair value hierarchy that prioritizes the inputs to valuation techniques utilized to measure fair value into three broad levels as follows: Level 1 - Quoted market prices (unadjusted) in active markets for the identical assets or liability that the reporting entity has the ability to access at measurement date. Level 2 - Quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets or liabilities in active markets, and where fair value is determined through the use of models or other valuation methodologies. Level 3 - Unobserved inputs for the asset or liability. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment. Fair Value of Financial Instruments: The Company’s financial instruments are cash, cash held in trusts and accounts payable. The recorded values of cash, cash held in trust and accounts payable approximate their fair values based on their short term maturities. Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) jurisdiction. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjusted at a later date based upon ongoing analyses of tax laws, regulations, and interpretations thereof as well as other factors. Generally, federal and state authorities may examine the tax returns for three years from the date of filing; therefore the years ended December 31, 2014, 2013, 2012 and 2011 remain subject to examination as of June 30, 2015. There are currently no ongoing income tax examinations. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest for the six months ended June 30, 2015 and 2014. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Loss per Share Basic loss per share is calculated using the weighted-average number of shares of common stock and diluted loss per share is computed on the basis of the average number of common stock outstanding plus the effect of outstanding warrants using the “treasury stock method.” Common shares subject to possible conversion of 18,798,187 and 18,798,215 at June 30, 2015 and December 31, 2014, respectively, have been excluded from the calculation of basic and diluted earnings per share since such shares, if converted, only participate in their pro rata shares of the trust earnings. Diluted loss per common share amounts, assuming dilution, gives the effect to dilutive options, warrants, and other potential common stock outstanding during the period. The Company has not considered the effect of its outstanding warrants in the calculation of diluted loss per share since they are anti-dilutive. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage. At June 30, 2015, the Company had not experienced losses on these accounts and management believes the Company was not exposed to significant risks on such accounts. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of the ASU is to require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management does not believe that the pronouncement has a material effect on the accompanying financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Subsequent Events Management of the Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Management did not identify any recognized or non-recognized subsequent event that would have required adjustment or disclosure in the financial statements other than those related to the transaction consummated with Lindblad Expeditions, Inc. on July 8, 2015 described in Note 9. |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |
Significant Accounting Policies [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets, Income Statements and Cash Flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonal 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. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2014 contained in Capitol’s definitive merger proxy statement filed with the SEC on June 24, 2015. Principles of Consolidation The condensed consolidated financial statements of the Company include LEX, its wholly owned subsidiary, LME, as well as the subsidiaries of LME, and Sea Lion and Sea Bird as variable interest entities (“VIEs”). LEX controls the activities which most significantly impact the economic performance of Sea Lion and Sea Bird. LEX determined itself to be the primary beneficiary and accordingly, these entities were determined to be VIEs. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various estimates, including but not limited to determining the estimated lives of long-lived assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the fair value of the Company’s common stock and related warrants, the valuation of securities underlying stock based compensation, income tax expense, the valuation of deferred tax assets, the value of contingent consideration and to assess its litigation, other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the condensed consolidated financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. Earnings per Common Share Earnings per common share is computed by dividing net income 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 and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (if such option is an equity instrument)(using the treasury stock method). Basic weighted average shares outstanding included the shares underlying a warrant to purchase 60% of the outstanding common shares. As the shares underlying this warrant can be issued for little consideration (an aggregate exercise price of $10), these shares are deemed to be issued for purposes of basic earnings per share. Effective May 8, 2015, in connection with the Company closing on a transaction to purchase 100% of CFMF, the warrant was cancelled (as discussed in Note 1 – Business). The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings per common share are allocated to the Class A and Class B common shareholders based on the weighted average shares outstanding. For the three and six months ended June 30, 2015 and 2014, the Company calculated earnings per share in accordance with ASC 260 as follows: For the Three Months Ended June 30, For the Six Months Ended 2015 2014 2015 2014 Net income for basic and diluted earnings per share) $ 8,835,269 $ 5,164,398 $ 15,767,762 $ 13,559,204 Weighted average shares outstanding: Shares outstanding, weighted for time outstanding 90,000 102,858 90,000 102,858 Shares issuable under warrant for nominal consideration 64,817 154,287 109,769 154,287 Total weighted average shares outstanding, basic 154,817 257,145 199,769 257,145 Effect of dilutive securities: Assumed exercise of stock options, treasury method 4,779 - 3,288 - Dilutive potential common shares 4,779 - 3,288 - Total weighted average shares outstanding, diluted 159,596 257,145 203,057 257,145 Class A Common Stock Net income available to Class A Common Stockholders $ 8,835,269 $ 4,906,163 $ 15,767,762 $ 12,881,204 Weighted average shares outstanding Basic 154,817 244,287 199,769 244,287 Diluted 159,596 244,287 203,057 244,287 Earnings per share Basic $ 57.07 $ 20.08 $ 78.93 $ 52.73 Diluted $ 55.36 $ 20.08 $ 77.65 $ 52.73 Class B Common Stock Net income available to Class B Common Stockholders $ - $ 258,235 $ - $ 678,000 Weighted average shares outstanding Basic - 12,858 - 12,858 Diluted - 12,858 - 12,858 Earnings per share Basic - $ 20.08 - $ 52.73 Diluted - $ 20.08 - $ 52.73 For the three and six months ended June 30, 2015, the Company excluded 6,747 shares of Class A Common Stock as these shares were subject to the put liability described in Note 2 “ Fair Value Measurements As of June 30, 2015, there were 90,000 shares outstanding. Upon completion of the Lindblad Mergers on July 8, 2015, Capitol had 44,717,759 shares of common stock outstanding. Capitol is authorized to issue 200,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. Capitol also assumed the outstanding Lindblad stock options above and converted such options into options to purchase an aggregate of 3,821,696 shares of common stock of Capitol with an exercise price of $1.76 per share. Capitol’s board of directors and stockholders approved a 2015 Long-Term Incentive Plan (the “2015 Plan”), which includes the authority to issue up to 2,500,000 shares of Capitol’s common stock under the 2015 Plan. Restricted Cash and Marketable Securities Included in “Restricted cash and marketable securities” on the accompanying condensed consolidated balance sheets are restricted cash and marketable securities, consisting of six-month certificates of deposit and short-term investments. Restricted cash and marketable securities consist of the following: As of June 30, December 31, 2014 (unaudited) Restricted cash and marketable securities: Credit Suisse escrow $ 30,000,000 $ - Federal Maritime Commission escrow 11,259,414 2,115,158 Credit negotiation and credit card processor reserves 4,650,000 5,030,000 Other restricted securities 1,530,000 1,150,000 Certificates of deposit 38,864 39,474 Total restricted cash and marketable securities $ 47,478,278 $ 8,334,632 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow all unearned guest revenues collected for sailings from U.S. ports. In accordance to the new Credit Agreement entered into with Credit Suisse, the Company was required to segregate $30,000,000 in an escrow account for repayment to the lender should the consummation of the merger not occur within thirty (30) days after the loan closing date. The funds were subsequently released and moved to cash and cash equivalents on July 21, 2015. A cash reserve totaling $4,650,000 and $5,030,000, at June 30, 2015 and December 31, 2014, respectively, is required for credit card deposits by third-party credit card processors. The above arrangements are included in restricted cash and marketable securities on the accompanying condensed consolidated balance sheets. Amounts in the escrow accounts include cash, certificates of deposit, and marketable securities. Cost of these short-term investments approximates fair value. Inventories and Marine Operating Supplies Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Marine operating supplies consist primarily of fuel, provisions, spare parts, items required for maintenance, and supplies used in the operation of marine expeditions. Marine operating supplies are stated at the lower of cost or market. Cost is determined using the first-in first-out method. Revenue Recognition Tour revenue consists of guest ticket revenue, as well as other revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, good and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees. Revenue from the sale of guest tickets and other revenue are recognized gross, as the Company is the primary obligation in the arrangement, has discretion in supplier selection and is involved in the determination of the service specifications. The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenue as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships and trip insurance. Guest tour deposits represent unearned revenues and are initially included in unearned passenger revenue when received. Guest deposits are subsequently recognized as tour revenues on the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, the Company recognizes revenue based upon expeditions days earned. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. Revenues from the sale of additional good and services rendered onboard are recognized upon purchase. Concentration of Credit Risk The Company maintains cash in several financial institutions in the United States and other countries which, at times, may exceed the federally insured limits. Accounts held in the United States are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. The Company has not experienced any losses in such accounts. As of June 30, 2015 and December 31, 2014, the Company’s cash held in financial institutions outside the United States amounted to $3,156,046 and $2,504,064, respectively. Investment in CFMF and Additional Paid-In Capital The Company uses the equity method of accounting for business investments when it has active involvement, but not control, in the venture. The Company had accounted for its minority interest in CFMF using the equity method, and at each reporting period recognized its proportionate share of CFMF’s earnings in the condensed consolidated income statement. In June 2015, the Company changed its accounting treatment for the investment in CFMF to the cost method and derecognized any earnings previously reported in the current year and adjusted the treatment of the CFMF transaction. The investment in CFMF was liquidated subsequent to the purchase on May 8, 2015. The CFMF assets acquired were the junior mortgage note receivable and warrant and both were canceled and resulted in the removal of the junior mortgage note receivable, which had a relative fair value of $8.5 million, and related junior debt, which had a fair value of $16.0 million (a face value of $20.0 million less the debt discount of $4.0 million), resulting in a $7.5 million gain on the transfer of assets and a $83.7 million adjustment to additional paid-in capital for the cancellation of the warrant. 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. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 Significant unobservable inputs that cannot be corroborated by market data. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the liabilities that are measured at fair value on a recurring basis. Total Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Unobservable Inputs June 30, 2015 Obligation for the repurchase of Class A common shares subject to put $ 4,965,792 $ - $ - $ 4,965,792 December 31, 2014 Obligation for the repurchase of Class A common shares subject to put $ 4,965,792 $ - $ - $ 4,965,792 The Company and certain of its stockholders who acquired shares through the exercise of stock options, entered into agreements providing for the redemption of outstanding shares at any time by the holder. Accordingly, these shares are subject to repurchase under the terms of these agreements. As of June 30, 2015 and December 31, 2014, there were 6,747 shares outstanding subject to such redemption. There was no change in the fair value of the obligation for the repurchase of Class A common shares subject to put during the six months ended June 30, 2015. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of fair value. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer determined its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer with support from the Company’s consultants and which are approved by the Chief Financial Officer. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. A significant decrease in the expected book value of the Company would result in a significantly lower fair value measurement for the obligation for repurchased shares put back to the Company. A significant decrease in the trend of profitable performance for the tours conducted on the Islander vessel would result in a significantly lower fair value measurement for the contingent purchase price obligation. Changes in the values of the obligation for repurchased shares and the contingent purchase price obligation are recorded in other income (expense) in the statement of operations. During the six months ended June 30, 2015, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. The fair value of the Company’s common stock was determined by the Company and was derived from a valuation prepared by the Company’s Chief Financial Officer using a weighted analysis of peer multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and discounted cash flows. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established. The determination of the required valuation allowance against net deferred tax assets was made without taking into account the deferred tax liabilities created from the book and tax differences on indefinite-lived assets. The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of our foreign and U.S. companies to determine the appropriate level of valuation allowances. The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes reflect the “more-likely-than-not” criteria of the Financial Accounting Standards Board’s (“FASB”) 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 June 30, 2015 and December 31, 2014, the Company had a liability for unrecognized tax benefits of $461,375 and $447,145, respectively, which was included in other long-term liabilities on the Company’s condensed consolidated balance sheets. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the three months ended June 30, 2015 and 2014, included in income tax expense was $10,462 and $10,462, respectively, representing interest and penalties on uncertain tax positions. During the six months ended June 30, 2015 and 2014, included in income tax expense was $20,924 and $20,924, respectively, representing interest and penalties on uncertain tax positions. 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 is a U.S. federal tax audit pending for 2013, and no state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns from 2009 to 2013 remain subject to examination by tax authorities and the Company’s foreign tax returns from 2009 to 2013 remain subject to examination by tax authorities. Management’s Evaluation of Subsequent Events Management evaluated events that have occurred after the balance sheet date through the date the financial statements are issued. Based upon the evaluation, other than as described in Note 1 – Business, Note 3 – Long-Term Debt, and Note 7 – Pro Forma Financial Information, management did not identify any recognized or nonrecognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Recent Accounting Pronouncements In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest–Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” (Subtopic 835-30). This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. For public business entities, the amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this ASU in the second quarter of 2015 and its adoption did not have a material impact to the Company’s condensed consolidated financial statements. In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU must be applied using one of two retrospective methods and are effective for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The Company will evaluate the effects, if any, that adoption of this ASU will have on its condensed consolidated financial statements. In February 2015, FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis, Consolidation” (Topic 810). This ASU provides modifications to the evaluation of variable interest entities that may impact consolidation of reporting entities. It is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company currently consolidates variable interest entities and may create or acquire variable interest entities for future endeavors. The Company is still evaluating the possible impact this ASU may have on the financial presentation of the Company’s condensed consolidated financial statements. |
Initial Public Offering and Ins
Initial Public Offering and Insider Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Initial Public Offering And Insider Warrants [Abstract] | |
Initial Public Offering and Insider Warrants | Note 3 - Initial Public Offering and Insider Warrants In connection with the Offering, on May 15, 2013, the Company sold 20,000,000 units at $10.00 per unit, including 2,000,000 units under the underwriters’ over-allotment option, generating gross proceeds of $200,000,000. On May 17, 2013, the underwriters in the Offering indicated to the Company that they would not exercise the remaining portion of the over-allotment option. As a result, on May 20, 2013, the Company’s Initial Stockholders forfeited an aggregate of 175,000 shares of common stock issued to them prior to the Offering. Each unit consists of one share of the Company’s common stock, $0.0001 par value, and one half of one redeemable warrant to purchase one share of common stock. The shares of common stock and the warrants included in the units traded as a unit from the Offering until July 1, 2013 when separate trading of common stock and warrants began. No fractional warrants will be issued and only whole warrants will trade. Holders then had the option to continue to hold units or separate their units into the component pieces. In connection with the consummation of the merger with Lindblad, Capitol forced the separation of the units into the separate components of common stock and warrants. Each whole warrant entitles its holder, upon exercise, to purchase one share of common stock for $11.50 subject to certain adjustments, during the period commencing thirty days after the completion by the Company of the Business Combination with Lindblad and terminating on the five-year anniversary of the completion by the Company of the Business Combination with Lindblad. At June 30, 2015 and December 31, 2014, there were 15,600,000 warrants outstanding, which include 5,600,000 sponsor’s warrants purchased by the Initial Stockholders in the Private Placement and 10,000,000 warrants purchased in connection with the sale of units related to the Offering. The warrants may be redeemed by the Company, at its option, in whole and not in part, at a price of $0.01 per warrant at any time the warrants are exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of the Company’s shares of common stock equals or exceeds $24.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the redemption notice; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Simultaneously with the consummation of the Offering, the Company consummated the Private Placement of 5,600,000 sponsor’s warrants at a price of $1.00 per warrant, generating total proceeds of $5,600,000. The sponsor’s warrants are identical to the warrants included in the units sold in the Offering except that the sponsor’s warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees. The purchasers of the sponsor’s warrants have also agreed not to transfer, assign or sell any of the sponsor’s warrants, including the common stock issuable upon exercise of the sponsor’s warrants (except to certain permitted transferees), until 30 days after the completion of an initial Business Combination. |
Investment in Marketable Securi
Investment in Marketable Securities and Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Investment in Marketable Securities and Fair Value of Financial Instruments [Abstract] | |
Investment in Marketable Securities and Fair Value of Financial Instruments | Note 4 - Investment in Marketable Securities and Fair Value of Financial Instruments The Company accounts for securities owned in accordance with ASC 320, “Investments - Debt and Equity Securities.” ASC 320 requires investments in debt and equity securities to be classified as either “held to maturity,” “trading,” or “available for sale.” At June 30, 2015 and December 31, 2014 management had classified $10,005 and $9,998 respectively, of marketable securities as available for sale, which are reported at fair market value, with unrealized gains and losses reported as a separate component of stockholders’ equity. Gains or losses on the sale of securities are recognized on a specific identification basis. At June 30, 2015, Level 1 marketable securities consist of the following: Cost Fair Unrealized United States Treasury Notes (matures in December 2015) $ 9,969 $ 10,005 $ 36 At December 31, 2014, Level 1 marketable securities consist of the following: Cost Fair Unrealized United States Treasury Notes (matures in December 2015) $ 9,969 $ 9,998 $ 29 *Included in other comprehensive income. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions An affiliate of the Company’s Chief Executive Officer agreed that, until the Company consummated a Business Combination, it would make available to the Company certain office space and administrative and support services, as might be required by the Company from time to time. The Company agreed to pay such affiliate $7,500 per month for such services commencing on May 9, 2013. Another affiliate of the Company’s Chief Executive Officer agreed to provide certain administrative and support services and was reimbursed for all costs incurred. For the six months ended June 30, 2015 and 2014, the total amount paid to these affiliates for office space and administrative and support services was $45,000 and $45,000, respectively. On May 20, 2014 and September 22, 2014, (i) an entity controlled by the Company’s Chief Executive Officer and (ii) the Company’s Chief Financial Officer (the “Lenders”) loaned the Company an aggregate of $250,000 and $220,000, respectively, which were evidenced by Convertible Notes. On January 27, 2015, March 3, 2015 and March 13, 2015, the Lenders loaned the Company an aggregate of $191,329, $425,000, and $309,240, respectively, which were evidenced by Non-Convertible Notes. On March 13, 2015, two independent directors loaned the Company $21,920 each for an aggregate amount of $43,840 and on March 19, 2015 the other independent director loaned the Company $21,920. Each director’s loans were evidenced by a Convertible Note in the amount of $10,000 and a Non-Convertible Note in the amount of $11,920. On May 20, 2015 and June 15, 2015, the Lenders loaned the Company an aggregate of $90,000 and $60,000, respectively. The loans were evidenced by Non-Convertible Notes. The total amount due to the Lenders at June 30, 3015 was $1,545,569 and the total amount due to the independent directors was $65,760. All of the loans were non-interest bearing and were payable at the consummation by the Company of a Business Combination with the $500,000 Convertible Notes thereof, convertible, at the holders’ option, to warrants at a price of $1.00 per warrant. Prior to the consummation of the Business Combination with Lindblad, the holders of the $500,000 of Convertible Notes exercised their right to convert the notes to 500,000 warrants at a price of $1.00 per warrant. The terms of the warrants are identical to the warrants issued by the Company in its initial public offering except that such warrants are non-redeemable by the Company and are exercisable for cash or on a “cashless” basis, in each case, if held by the initial holders or their permitted transferees. The remaining $1,111,329 amount due to the Lenders and the independent directors was repaid in connection with the closing of the Business Combination with Lindblad. If a Business Combination had not been consummated, the full amount of the notes would not have been repaid by the Company and all amounts owed thereunder by the Company would have been forgiven except to the extent that the Company had funds available to it outside of the Trust Account. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 6 — Income Taxes For the six months ended June 30, 2015 and 2014, there are no provisions for income taxes or corporate taxes payable due to the net operating losses of $2,183,856, and $505,614, respectively, incurred in each period. Deferred income taxes, if applicable, are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has approximately $3,933,000 net operating losses that expire through 2035 and if realized would have a tax benefit of approximately $1,710,000. The Company has recorded a full valuation allowance against this deferred tax benefit since the Company believes it is more likely than not that the Company will not utilize the losses in the future, and accordingly, it has not been recorded as a deferred tax asset. As a result of the merger with Lindblad on July 8, 2015, the Company has not completed an analysis whether an ownership change occurred under Internal Revenue Code Section 382, which, if it did occur, could substantially limit its ability in the future to utilize its net operating losses and other tax carryforwards. A reconciliation of the provision for income taxes with the amounts computed by applying the statutory Federal income tax rate to income from continuing operations before provision for income taxes is as follows: For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Tax provision at statutory rate – federal (34.0 %) (34.0 %) Tax provision at effective state and local rates (9.5 %) (9.5 %) Effect of valuation allowance on deferred tax asset 43.5 % 43.5 % Effective tax rate 0.0 % 0.0 % |
Commitments and Contingencies a
Commitments and Contingencies and Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies and Related Party Transactions [Abstract] | |
Commitments and Contingencies and Related Party Transactions | Note 7 - Commitments and Contingencies and Related Party Transactions On May 10, 2013, the Company entered into an agreement with the underwriters (“Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company paid an underwriting discount of 2.0% of the gross proceeds of the Offering, or $4,000,000. Prior to the closing, the Company was also to pay the underwriters in the Offering an additional deferred underwriting discount of 4.0% of the gross proceeds of the Offering (“Deferred Commissions”) which was be placed in the Trust Account and was paid only upon consummation of the Business Combination. The Deferred Commissions were paid upon the completion of the merger with Lindblad. The Company entered into two consulting arrangements for services to help identify and introduce the Company to potential targets and provide assistance with due diligence, deal structuring, documentation and obtaining stockholder approval for a Business Combination. These agreements provided for an aggregate annual fee of $330,000, reduced to $220,000 upon the cancelation of one of the consulting contracts, and success fees of $450,000 upon the consummation of a Business Combination, all of which was paid at the consummation of the merger with Lindblad. The Company also paid additional success fees of $120,000 upon the closing of the merger with Lindblad on July 8, 2015. On May 23, 2013, the Company entered into a fifteen month office lease for office space in New York, New York, commencing on June 1, 2013 and expiring on August 31, 2014. The lease called for monthly rent of $6,700 plus additional fees for administrative support and included free rent on the first, fifth and ninth month of the lease term. The rent has been straight-lined for financial statement purposes. For the six months ended June 30, 2015, and 2014 rent expense under this agreement totaled $0, and $19,429, respectively. On September 1, 2014, the Company entered into a month to month agreement for the utilization of office space and support services in New York for $4,050 per month through April 2015 and $3,100 per month for May and June 2015, plus additional fees for administrative items. For the six months ended June 30, 2015, the amount paid for utilization of office space under this agreement totaled $22,400. On March 9, 2015, the Company entered into the Merger Agreement with LLC Sub, Merger Sub, and Lindblad. The transaction was consummated on July 8, 2015, after the required approval by the Company’s stockholders and the fulfillment of certain other conditions. Pursuant to the Merger Agreement, Merger Sub merged with and into Lindblad to form an interim corporation (“Interim Corporation”), and such Interim Corporation immediately thereafter merged with and into LLC Sub to form the surviving company as the Company’s wholly-owned subsidiary. In connection with the transaction, the stockholders of Lindblad received merger consideration having an aggregate value of approximately $330,000,000, comprised of approximately $90,000,000 in cash and approximately 24,000,000 shares of the Company’s common stock, including options to purchase shares of the Company’s common stock. In connection with the transaction, the Company agreed to pay a finder fee to Worth Capital 8 LLC equal to 1% of the cash released from the Trust Account after payments made to Public Shareholders seeking to convert their shares for a pro rata portion of the Trust Account, subject to a minimum fee of $1,000,000. Also in connection with the transaction, the Company incurred certain legal fees amounting to approximately $1,063,000 as of June 30, 2015, and such amount was subject to an additional premium upon successful completion of the transaction. |
Delinquencies
Delinquencies | 6 Months Ended |
Jun. 30, 2015 | |
Delinquencies [Abstract] | |
Delinquencies | Note 8 – Delinquencies On January 2, 2015, the Company received a notice from the NASDAQ Listing Qualifications Department stating that the Company had failed to solicit proxies and hold an annual meeting of the stockholders within 12 months after its year ended December 31, 2013 as required by NASDAQ Listing Rules 5620(a) and (b). The Company appealed the Department’s determination and a hearing was held before the NASDAQ Hearings Panel on February 5, 2015. On February 9, 2015, the Company received notice that the NASDAQ Hearings Panel had granted the Company’s request for continued listing of the Company’s securities on the NASDAQ until May 15, 2015. In May 2015, the Company notified the NASDAQ Hearing Panel that the Company was seeking the Extension. On May 19, 2015, the Company received notice that the NASDAQ Hearings Panel had granted the Company a further extension to regain compliance with the continued listing requirements until July 1, 2015. On July 1, 2015, the Company held an annual meeting of stockholders in order to comply with NASDAQ Listing Rules 5620(a) and (b). As a result, the Company believes that it regained compliance with NASDAQ’s listing requirements on such date. As of December 31, 2014, the Company had not paid its Delaware franchise tax for the years ended December 31, 2014 and 2013. The calculated tax was $180,000 per year for a total of $360,000. This tax amount plus accrued interest of $81,559 has been included in the financial statements as of December 31, 2014. On March 3, 2015 the Company paid all of its delinquent Delaware Franchise taxes in full. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events On July 8, 2015, Capitol completed a series of mergers (the “Lindblad Mergers”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 9, 2015 and as amended, by and among Capitol, Argo Expeditions, LLC, Capitol’s direct wholly-owned subsidiary, Argo Merger Sub, Inc., a direct wholly-owned subsidiary of Argo Expeditions, LLC, and Lindblad. As consideration for the Lindblad Mergers, the former Lindblad stockholders received an aggregate of (i) $90.0 million in cash (a portion of which was paid as transaction bonuses) and (ii) 20,017,787 shares of common stock of Capitol. Capitol also assumed outstanding Lindblad stock options and converted such options into options to purchase an aggregate of 3,821,696 shares of common stock of Capitol with an exercise price of $1.76 per share, which was determined pursuant to a formula set forth in the Merger Agreement. As a result of the Lindblad Mergers, Lindblad became a direct wholly-owned subsidiary of Capitol. Immediately following the Lindblad Mergers, Capitol changed its name to Lindblad Expeditions Holdings, Inc. Lindblad provides expedition cruising and adventure travel experiences. In connection with the closing of the Lindblad Mergers: (i) an aggregate of $90.0 million was paid from the Trust Account to the former stockholders of Lindblad as a portion of the merger consideration (including a portion of which was paid as transaction bonuses); (ii) an aggregate of approximately $13.6 million was paid from the Trust Account to various third parties for expenses, including expenses such as deferred underwriting costs, brokerage fees and legal expenses; (iii) an aggregate of approximately $1.1 million was paid from the Trust Account to repay loans made to Capitol from former and current directors, former officers and founders; and (iv) an aggregate of $3.0 million was paid from the Trust Account to former stockholders of Capitol as a result of redemptions made on 300,000 shares of common stock at Capitol’s special meeting of stockholders held on July 8, 2015. The balance of the Trust Account, consisting of an aggregate of approximately $92.3 million, was released from the Trust Account to the Company to be used for general corporate purposes. In addition, an aggregate of $500,000 of convertible debt was converted into 500,000 warrants to purchase shares of common stock with the same terms as the sponsor’s warrants. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |
Debt Instrument [Line Items] | |
LONG-TERM DEBT | NOTE 3 — LONG-TERM DEBT New Credit Facility On May 8, 2015, Lindblad entered into a Credit Agreement with Credit Suisse as Administrative Agent and Collateral Agent for a $150.0 million facility in the form of a $130.0 million U.S. Term Loan and a $20.0 million Cayman Loan for the benefit of Lindblad’s foreign subsidiaries. The gross proceeds from the Loans, net of discounts, fees and expenses, were $139.5 million. The Loans bear interest at a rate based on an adjusted ICE Benchmark administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 5.50%. The Credit Agreement (i) requires Lindblad to satisfy certain financial covenants as set forth in the Credit Agreement; (ii) limits the amount of indebtedness Lindblad may incur; (iii) limits the amount Lindblad may spend in connection with certain types of investments; (iv) requires the delivery of certain periodic financial statements and an operating budget, and (v) requires the mortgaged vessels to be maintained in good working condition. The U.S. Term Loan and the Cayman Loan both mature on May 8, 2021. The net proceeds from the term loan advances were used to repay Lindblad’s existing debt, fund a portion of the purchase consideration paid in connection with Lindblad’s purchase of the financial and equity interests owned by CFMF and for general corporate purposes. On July 8, 2015, Lindblad entered into an amended and restated credit agreement with Credit Suisse as Administrative Agent and Collateral Agent increasing by $25.0 million the U.S. Term Loan to a $155.0 million facility (total facility of $175.0 million). The gross proceeds net of discounts, fees and expenses from the larger Amended Credit Agreement were $24.7 million, which will be used for general corporate purposes. The Loans bear interest at a rate based on an adjusted ICE Benchmark administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 4.50%. The Credit Agreement (i) requires Lindblad to satisfy certain financial covenants as set forth in the Amended Credit Agreement; (ii) limits the amount of indebtedness Lindblad may incur; (iii) limits the amount Lindblad may spend in connection with certain types of investments; and (iv) requires the delivery of certain periodic financial statements and an operating budget. The U.S. Term Loan matures on May 8, 2021. In accordance to the new Credit Agreement entered into with Credit Suisse, the Company was required to segregate $30.0 million in an escrow account for repayment to the lender should the consummation of the merger not occur within thirty (30) days after the loan closing date. Senior Credit Facility On October 16, 2007, the Company entered into a senior secured term loan (the “Original Senior Credit Facility”) with DVB for up to the maximum of the lesser of $35,000,000 or an amount equal to 60% of the fair market value of the Company’s vessels. On July 19, 2012 and April 12, 2103, the Company amended and restated the Original Senior Credit Facility (“Senior Credit Facility”). On May 8, 2015, using the proceeds from the Loans (as discussed in Note 1 – Business), the Company paid off the Senior Credit Facility in full. The outstanding principal and accrued interest balance on the Senior Credit Facility was $39,778,117 and $212,103, respectively. Junior Credit Facility On October 16, 2007, the Company entered into a junior secured term loan (the “Original Junior Credit Facility”) with DVB for up to the maximum of the lesser of $11,000,000 or an amount equal to 76% of the fair market value of the Company’s vessels. On March 9, 2009, the Company entered into an amendment to its Original Junior Credit Facility (the “Amended Junior Credit Facility”). The amendment (a) named DVB as agent for new lenders — Cruise Ferry Master Fund I N.V., (b) increased the facility to a term loan of $15,000,000 and a revolving loan of $10,000,000, and (c) extended the maturity of the junior facility to January 18, 2014. In consideration for this amendment and certain other accommodations under the terms of the Original Junior Credit Facility, the Company issued a warrant for the purchase of 60% of the fully diluted shares of the Company to CFMF. On January 19, 2010 and on July 19, 2012, the Company amended its Amended Junior Credit Facility. On May 8, 2015, using the proceeds from the Loans (as discussed in Note 1 – Business), the Company paid off the Amended Junior Credit Facility in full. The outstanding principal balance and accrued interest on the Junior Credit Facility was $20,000,000 and $1,222,222. For the three months ended June 30, 2015 and 2014, total debt discount and deferred financing costs charged to amortization and interest expense was $1,965,359 and $269,048, respectively. For the six months ended June 30, 2015 and 2014, total debt discount and deferred financing costs charged to amortization and interest expense was $2,208,948 and $543,303, respectively. Long-Term Debt Outstanding As of June 30, 2015 and December 31, 2014, the following long-term debt instruments were outstanding: As of June 30, 2015 December 31, 2014 (unaudited) Principal Discount and Deferred Financing Costs Balance, net of discount Principal Discount Balance, net of discount Credit Facility $ 150,000,000 $ 10,228,493 $ 139,771,507 $ - $ - $ - Senior Credit Facility - - - 41,003,232 - 41,003,232 Junior Credit Facility - - - 20,000,000 4,313,594 15,686,406 Total long-term debt 150,000,000 10,228,493 139,771,507 61,003,232 4,313,594 56,689,638 Less current portion 1,500,000 - 1,500,000 4,934,030 - 4,934,030 Total long-term debt, non-current $ 148,500,000 $ 10,228,493 $ 138,271,507 $ 56,069,202 $ 4,313,594 $ 51,755,608 Future minimum principal payments of long-term debt as of June 30, 2015 are as follows: Year Amount 2015 $ 750,000 2016 1,500,000 2017 1,500,000 2018 1,500,000 2019 1,500,000 2020 1,500,000 2021 141,750,000 $ 150,000,000 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |
Loss Contingencies [Line Items] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 — COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases office space and equipment under long-term leases, which are classified as operating leases. Rent expense was approximately $221,603 and $458,379 for the three and six months ended June 30, 2015, respectively, and $208,467 and $415,072 for the three and six months ended June 30, 2014, respectively. These amounts are recorded within general and administrative expenses on the accompanying condensed consolidated income statements. Royalty Agreement — National Geographic The Company is engaged in an alliance and license agreement with National Geographic Society, 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 booked as a selling and administrative expense within the financial statements. The amount is calculated based upon a percentage of ticket revenue less travel agent commission, including the revenue received from cancellation fees and any revenue received from the sale of voyage extensions. A voyage extension occurs when a guest extends their trip with pre- or post-voyage hotel nights and is included within other revenue. The royalty expense is recognized at the time of revenue recognition. Royalty expense for the three and six months ended June 30, 2015 was $1,147,765 and $2,386,639, respectively, and for the three and six months ended June 30, 2014 was $1,132,690 and $2,122,718, respectively. The balances outstanding to National Geographic as of June 30, 2015 and December 31, 2014, are $1,179,015 and $999,064, respectively, and are included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. In March 2015, the Company and National Geographic extended their alliance and license agreement until the year 2025. No additional consideration was given by the Company for the agreement to extend the agreement. Payment of royalties earned during the extension period will be valued and recorded in the Company’s condensed consolidated financial statements in a manner consistent with the foregoing disclosure. 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 are as follows: For the years ended December 31, Amount 2015 (Six Months) $ 2,020,986 2016 4,303,633 2017 202,140 Total $ 6,526,759 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. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2015 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
EMPLOYEE BENEFIT PLAN | NOTE 5 — EMPLOYEE BENEFIT PLAN The Company has a 401(k) profit sharing plan and trust for its employees. The Company matches 25% of employee contributions up to annual maximum of $1,800 and $1,500 for 2015 and 2014, respectively. For the three months ended June 30, 2015 and 2014, the Company’s benefit plan contribution amounted to $47,741 and $40,500, respectively. For the six months ended June 30, 2015 and 2014, the Company’s benefit plan contribution amounted to $113,640 and $98,944, respectively. The benefit plan contribution is recorded within general and administrative expenses on the accompanying condensed consolidated income statements. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
STOCK BASED COMPENSATION | NOTE 6 — STOCK BASED COMPENSATION Stock Options The fair value of stock options is amortized on a straight line basis over the requisite service periods of the respective awards. Stock based compensation expense related to stock options was $1,213,722 and $0 for the three months ended June 30, 2015 and 2014, respectively. Stock based compensation expense related to stock options was $2,427,447 and $0 for the six months ended June 30, 2015 and 2014, respectively. Stock compensation expense is included in selling, general and administrative expenses on the accompanying condensed consolidated income statements. As of June 30, 2015, the unamortized value of options was $11,863,157, and is expected to be expensed over a period of 2.4 years. On March 9, 2015, Mr. Lindblad exercised his stock option and received 2,857 shares of the Company’s common stock. These shares are subject to be put back to the Company at the option of Mr. Lindblad and are included in “obligation to repurchased Class A common shares” on the Company’s condensed consolidated balance sheets. The following table is a summary of activity under the Company’s 2012 Incentive Stock Plan: Weighted Weighted Weighted Average Average Average Aggregate Exercise Grant Date Contractual Intrinsic Shares Price Fair Value Life (Years) Value Options outstanding at January 1, 2015 16,337 $ 417 $ 1,054 9.7 $ 16,315,198 Granted - - - Exercised (2,857 ) 32 926 Forfeited - - - Options outstanding at June 30, 2015 13,480 498 1,080 9.3 33,643,678 Exercisable at January 1, 2015 2,857 32 926 8.0 3,950,802 Vested - - - Exercised (2,857 ) 32 926 Forfeited - - - Exercisable at June 30, 2015 - - - |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2014 in the Company’s Form 10-K filed on March 13, 2015 with the Securities and Exchange Commission. The accounting policies used in preparing these unaudited condensed financial statements are consistent with those described in the December 31, 2014 audited financial statements. Operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any other period. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents except for the cash held in the Trust Account, which due to the restrictions on its use, is treated as a non-current asset. |
Cash and Cash Equivalents Held in Trust Account - Restricted | Cash and Cash Equivalents Held in Trust Account – Restricted The Company considers the restricted portion of the funds held in the Trust Account as being a non-current asset. A current asset is one that is reasonably expected to be used to pay current liabilities, such as accounts payable or short-term debt or to pay current operating expenses, or will be used to acquire other current assets. Since the acquisition of a business is principally considered to be a long-term purpose, with long-term assets such as property and intangibles, typically being a major part of the acquired assets, the Company has reported the funds anticipated to be used in the acquisition as a non-current asset. |
Investment in Marketable Securities | Investment in Marketable Securities Marketable securities consist of government obligations. The Company has classified its investment as available for sale. Accordingly, such investment is reported at fair value with the unrealized gain or loss reported as a separate component of stockholders’ equity. |
Fair Value Measurements and Disclosure | Fair Value Measurements and Disclosure The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 established a fair value hierarchy that prioritizes the inputs to valuation techniques utilized to measure fair value into three broad levels as follows: Level 1 - Quoted market prices (unadjusted) in active markets for the identical assets or liability that the reporting entity has the ability to access at measurement date. Level 2 - Quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets or liabilities in active markets, and where fair value is determined through the use of models or other valuation methodologies. Level 3 - Unobserved inputs for the asset or liability. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment. |
Fair Value of Financial Instruments: | Fair Value of Financial Instruments: The Company’s financial instruments are cash, cash held in trusts and accounts payable. The recorded values of cash, cash held in trust and accounts payable approximate their fair values based on their short term maturities. |
Income Taxes | Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) jurisdiction. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjusted at a later date based upon ongoing analyses of tax laws, regulations, and interpretations thereof as well as other factors. Generally, federal and state authorities may examine the tax returns for three years from the date of filing; therefore the years ended December 31, 2014, 2013, 2012 and 2011 remain subject to examination as of June 30, 2015. There are currently no ongoing income tax examinations. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest for the six months ended June 30, 2015 and 2014. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Loss per Share | Loss per Share Basic loss per share is calculated using the weighted-average number of shares of common stock and diluted loss per share is computed on the basis of the average number of common stock outstanding plus the effect of outstanding warrants using the “treasury stock method.” Common shares subject to possible conversion of 18,798,187 and 18,798,215 at June 30, 2015 and December 31, 2014, respectively, have been excluded from the calculation of basic and diluted earnings per share since such shares, if converted, only participate in their pro rata shares of the trust earnings. Diluted loss per common share amounts, assuming dilution, gives the effect to dilutive options, warrants, and other potential common stock outstanding during the period. The Company has not considered the effect of its outstanding warrants in the calculation of diluted loss per share since they are anti-dilutive. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage. At June 30, 2015, the Company had not experienced losses on these accounts and management believes the Company was not exposed to significant risks on such accounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of the ASU is to require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management does not believe that the pronouncement has a material effect on the accompanying financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Subsequent Events | Subsequent Events Management of the Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Management did not identify any recognized or non-recognized subsequent event that would have required adjustment or disclosure in the financial statements other than those related to the transaction consummated with Lindblad Expeditions, Inc. on July 8, 2015 described in Note 9. |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |
Significant Accounting Policies [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets, Income Statements and Cash Flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonal 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. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2014 contained in Capitol’s definitive merger proxy statement filed with the SEC on June 24, 2015. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of the Company include LEX, its wholly owned subsidiary, LME, as well as the subsidiaries of LME, and Sea Lion and Sea Bird as variable interest entities (“VIEs”). LEX controls the activities which most significantly impact the economic performance of Sea Lion and Sea Bird. LEX determined itself to be the primary beneficiary and accordingly, these entities were determined to be VIEs. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Fair Value Measurements and Disclosure | 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. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 Significant unobservable inputs that cannot be corroborated by market data. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the liabilities that are measured at fair value on a recurring basis. Total Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Unobservable Inputs June 30, 2015 Obligation for the repurchase of Class A common shares subject to put $ 4,965,792 $ - $ - $ 4,965,792 December 31, 2014 Obligation for the repurchase of Class A common shares subject to put $ 4,965,792 $ - $ - $ 4,965,792 The Company and certain of its stockholders who acquired shares through the exercise of stock options, entered into agreements providing for the redemption of outstanding shares at any time by the holder. Accordingly, these shares are subject to repurchase under the terms of these agreements. As of June 30, 2015 and December 31, 2014, there were 6,747 shares outstanding subject to such redemption. There was no change in the fair value of the obligation for the repurchase of Class A common shares subject to put during the six months ended June 30, 2015. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of fair value. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer determined its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer with support from the Company’s consultants and which are approved by the Chief Financial Officer. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. A significant decrease in the expected book value of the Company would result in a significantly lower fair value measurement for the obligation for repurchased shares put back to the Company. A significant decrease in the trend of profitable performance for the tours conducted on the Islander vessel would result in a significantly lower fair value measurement for the contingent purchase price obligation. Changes in the values of the obligation for repurchased shares and the contingent purchase price obligation are recorded in other income (expense) in the statement of operations. During the six months ended June 30, 2015, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. The fair value of the Company’s common stock was determined by the Company and was derived from a valuation prepared by the Company’s Chief Financial Officer using a weighted analysis of peer multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and discounted cash flows. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established. The determination of the required valuation allowance against net deferred tax assets was made without taking into account the deferred tax liabilities created from the book and tax differences on indefinite-lived assets. The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of our foreign and U.S. companies to determine the appropriate level of valuation allowances. The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes reflect the “more-likely-than-not” criteria of the Financial Accounting Standards Board’s (“FASB”) 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 June 30, 2015 and December 31, 2014, the Company had a liability for unrecognized tax benefits of $461,375 and $447,145, respectively, which was included in other long-term liabilities on the Company’s condensed consolidated balance sheets. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the three months ended June 30, 2015 and 2014, included in income tax expense was $10,462 and $10,462, respectively, representing interest and penalties on uncertain tax positions. During the six months ended June 30, 2015 and 2014, included in income tax expense was $20,924 and $20,924, respectively, representing interest and penalties on uncertain tax positions. 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 is a U.S. federal tax audit pending for 2013, and no state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns from 2009 to 2013 remain subject to examination by tax authorities and the Company’s foreign tax returns from 2009 to 2013 remain subject to examination by tax authorities. |
Loss per Share | Earnings per Common Share Earnings per common share is computed by dividing net income 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 and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (if such option is an equity instrument)(using the treasury stock method). Basic weighted average shares outstanding included the shares underlying a warrant to purchase 60% of the outstanding common shares. As the shares underlying this warrant can be issued for little consideration (an aggregate exercise price of $10), these shares are deemed to be issued for purposes of basic earnings per share. Effective May 8, 2015, in connection with the Company closing on a transaction to purchase 100% of CFMF, the warrant was cancelled (as discussed in Note 1 – Business). The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings per common share are allocated to the Class A and Class B common shareholders based on the weighted average shares outstanding. For the three and six months ended June 30, 2015 and 2014, the Company calculated earnings per share in accordance with ASC 260 as follows: For the Three Months Ended June 30, For the Six Months Ended 2015 2014 2015 2014 Net income for basic and diluted earnings per share) $ 8,835,269 $ 5,164,398 $ 15,767,762 $ 13,559,204 Weighted average shares outstanding: Shares outstanding, weighted for time outstanding 90,000 102,858 90,000 102,858 Shares issuable under warrant for nominal consideration 64,817 154,287 109,769 154,287 Total weighted average shares outstanding, basic 154,817 257,145 199,769 257,145 Effect of dilutive securities: Assumed exercise of stock options, treasury method 4,779 - 3,288 - Dilutive potential common shares 4,779 - 3,288 - Total weighted average shares outstanding, diluted 159,596 257,145 203,057 257,145 Class A Common Stock Net income available to Class A Common Stockholders $ 8,835,269 $ 4,906,163 $ 15,767,762 $ 12,881,204 Weighted average shares outstanding Basic 154,817 244,287 199,769 244,287 Diluted 159,596 244,287 203,057 244,287 Earnings per share Basic $ 57.07 $ 20.08 $ 78.93 $ 52.73 Diluted $ 55.36 $ 20.08 $ 77.65 $ 52.73 Class B Common Stock Net income available to Class B Common Stockholders $ - $ 258,235 $ - $ 678,000 Weighted average shares outstanding Basic - 12,858 - 12,858 Diluted - 12,858 - 12,858 Earnings per share Basic - $ 20.08 - $ 52.73 Diluted - $ 20.08 - $ 52.73 For the three and six months ended June 30, 2015, the Company excluded 6,747 shares of Class A Common Stock as these shares were subject to the put liability described in Note 2 “ Fair Value Measurements As of June 30, 2015, there were 90,000 shares outstanding. Upon completion of the Lindblad Mergers on July 8, 2015, Capitol had 44,717,759 shares of common stock outstanding. Capitol is authorized to issue 200,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. Capitol also assumed the outstanding Lindblad stock options above and converted such options into options to purchase an aggregate of 3,821,696 shares of common stock of Capitol with an exercise price of $1.76 per share. Capitol’s board of directors and stockholders approved a 2015 Long-Term Incentive Plan (the “2015 Plan”), which includes the authority to issue up to 2,500,000 shares of Capitol’s common stock under the 2015 Plan. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash in several financial institutions in the United States and other countries which, at times, may exceed the federally insured limits. Accounts held in the United States are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. The Company has not experienced any losses in such accounts. As of June 30, 2015 and December 31, 2014, the Company’s cash held in financial institutions outside the United States amounted to $3,156,046 and $2,504,064, respectively. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various estimates, including but not limited to determining the estimated lives of long-lived assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the fair value of the Company’s common stock and related warrants, the valuation of securities underlying stock based compensation, income tax expense, the valuation of deferred tax assets, the value of contingent consideration and to assess its litigation, other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the condensed consolidated financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. |
Restricted Cash and Marketable Securities | Restricted Cash and Marketable Securities Included in “Restricted cash and marketable securities” on the accompanying condensed consolidated balance sheets are restricted cash and marketable securities, consisting of six-month certificates of deposit and short-term investments. Restricted cash and marketable securities consist of the following: As of June 30, December 31, 2014 (unaudited) Restricted cash and marketable securities: Credit Suisse escrow $ 30,000,000 $ - Federal Maritime Commission escrow 11,259,414 2,115,158 Credit negotiation and credit card processor reserves 4,650,000 5,030,000 Other restricted securities 1,530,000 1,150,000 Certificates of deposit 38,864 39,474 Total restricted cash and marketable securities $ 47,478,278 $ 8,334,632 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow all unearned guest revenues collected for sailings from U.S. ports. In accordance to the new Credit Agreement entered into with Credit Suisse, the Company was required to segregate $30,000,000 in an escrow account for repayment to the lender should the consummation of the merger not occur within thirty (30) days after the loan closing date. The funds were subsequently released and moved to cash and cash equivalents on July 21, 2015. A cash reserve totaling $4,650,000 and $5,030,000, at June 30, 2015 and December 31, 2014, respectively, is required for credit card deposits by third-party credit card processors. The above arrangements are included in restricted cash and marketable securities on the accompanying condensed consolidated balance sheets. Amounts in the escrow accounts include cash, certificates of deposit, and marketable securities. Cost of these short-term investments approximates fair value. |
Inventories and Marine Operating Supplies | Inventories and Marine Operating Supplies Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Marine operating supplies consist primarily of fuel, provisions, spare parts, items required for maintenance, and supplies used in the operation of marine expeditions. Marine operating supplies are stated at the lower of cost or market. Cost is determined using the first-in first-out method. |
Revenue Recognition | Revenue Recognition Tour revenue consists of guest ticket revenue, as well as other revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, good and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees. Revenue from the sale of guest tickets and other revenue are recognized gross, as the Company is the primary obligation in the arrangement, has discretion in supplier selection and is involved in the determination of the service specifications. The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenue as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships and trip insurance. Guest tour deposits represent unearned revenues and are initially included in unearned passenger revenue when received. Guest deposits are subsequently recognized as tour revenues on the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, the Company recognizes revenue based upon expeditions days earned. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. Revenues from the sale of additional good and services rendered onboard are recognized upon purchase. |
Investment in CFMF and Additional Paid-In Capital | Investment in CFMF and Additional Paid-In Capital The Company uses the equity method of accounting for business investments when it has active involvement, but not control, in the venture. The Company had accounted for its minority interest in CFMF using the equity method, and at each reporting period recognized its proportionate share of CFMF’s earnings in the condensed consolidated income statement. In June 2015, the Company changed its accounting treatment for the investment in CFMF to the cost method and derecognized any earnings previously reported in the current year and adjusted the treatment of the CFMF transaction. The investment in CFMF was liquidated subsequent to the purchase on May 8, 2015. The CFMF assets acquired were the junior mortgage note receivable and warrant and both were canceled and resulted in the removal of the junior mortgage note receivable, which had a relative fair value of $8.5 million, and related junior debt, which had a fair value of $16.0 million (a face value of $20.0 million less the debt discount of $4.0 million), resulting in a $7.5 million gain on the transfer of assets and a $83.7 million adjustment to additional paid-in capital for the cancellation of the warrant. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest–Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” (Subtopic 835-30). This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. For public business entities, the amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this ASU in the second quarter of 2015 and its adoption did not have a material impact to the Company’s condensed consolidated financial statements. In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU must be applied using one of two retrospective methods and are effective for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The Company will evaluate the effects, if any, that adoption of this ASU will have on its condensed consolidated financial statements. In February 2015, FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis, Consolidation” (Topic 810). This ASU provides modifications to the evaluation of variable interest entities that may impact consolidation of reporting entities. It is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company currently consolidates variable interest entities and may create or acquire variable interest entities for future endeavors. The Company is still evaluating the possible impact this ASU may have on the financial presentation of the Company’s condensed consolidated financial statements. |
Subsequent Events | Management’s Evaluation of Subsequent Events Management evaluated events that have occurred after the balance sheet date through the date the financial statements are issued. Based upon the evaluation, other than as described in Note 1 – Business, Note 3 – Long-Term Debt, and Note 7 – Pro Forma Financial Information, management did not identify any recognized or nonrecognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Significant Accounting Polici22
Significant Accounting Policies (Tables) - Lindblad Expeditions, Inc. and Subsidiaries [Member] | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies [Line Items] | |
Schedule of calculated earnings per share | For the Three Months Ended June 30, For the Six Months Ended 2015 2014 2015 2014 Net income for basic and diluted earnings per share) $ 8,835,269 $ 5,164,398 $ 15,767,762 $ 13,559,204 Weighted average shares outstanding: Shares outstanding, weighted for time outstanding 90,000 102,858 90,000 102,858 Shares issuable under warrant for nominal consideration 64,817 154,287 109,769 154,287 Total weighted average shares outstanding, basic 154,817 257,145 199,769 257,145 Effect of dilutive securities: Assumed exercise of stock options, treasury method 4,779 - 3,288 - Dilutive potential common shares 4,779 - 3,288 - Total weighted average shares outstanding, diluted 159,596 257,145 203,057 257,145 Class A Common Stock Net income available to Class A Common Stockholders $ 8,835,269 $ 4,906,163 $ 15,767,762 $ 12,881,204 Weighted average shares outstanding Basic 154,817 244,287 199,769 244,287 Diluted 159,596 244,287 203,057 244,287 Earnings per share Basic $ 57.07 $ 20.08 $ 78.93 $ 52.73 Diluted $ 55.36 $ 20.08 $ 77.65 $ 52.73 Class B Common Stock Net income available to Class B Common Stockholders $ - $ 258,235 $ - $ 678,000 Weighted average shares outstanding Basic - 12,858 - 12,858 Diluted - 12,858 - 12,858 Earnings per share Basic - $ 20.08 - $ 52.73 Diluted - $ 20.08 - $ 52.73 |
Schedule of restricted cash and marketable securities | As of June 30, December 31, 2014 (unaudited) Restricted cash and marketable securities: Credit Suisse escrow $ 30,000,000 $ - Federal Maritime Commission escrow 11,259,414 2,115,158 Credit negotiation and credit card processor reserves 4,650,000 5,030,000 Other restricted securities 1,530,000 1,150,000 Certificates of deposit 38,864 39,474 Total restricted cash and marketable securities $ 47,478,278 $ 8,334,632 |
Summary of the liabilities measured at fair value on a recurring basis | Total Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Unobservable Inputs June 30, 2015 Obligation for the repurchase of Class A common shares subject to put $ 4,965,792 $ - $ - $ 4,965,792 December 31, 2014 Obligation for the repurchase of Class A common shares subject to put $ 4,965,792 $ - $ - $ 4,965,792 |
Investment in Marketable Secu23
Investment in Marketable Securities and Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investment in Marketable Securities and Fair Value of Financial Instruments [Abstract] | |
Schedule of investment in marketable securities and fair value of financial instruments | Cost Fair Unrealized United States Treasury Notes (matures in December 2015) $ 9,969 $ 10,005 $ 36 Cost Fair Unrealized United States Treasury Notes (matures in December 2015) $ 9,969 $ 9,998 $ 29 *Included in other comprehensive income. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Schedule of reconciliation provision for income tax | For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Tax provision at statutory rate – federal (34.0 %) (34.0 %) Tax provision at effective state and local rates (9.5 %) (9.5 %) Effect of valuation allowance on deferred tax asset 43.5 % 43.5 % Effective tax rate 0.0 % 0.0 % |
Long-Term Debt (Tables)
Long-Term Debt (Tables) - Lindblad Expeditions, Inc. and Subsidiaries [Member] | 6 Months Ended |
Jun. 30, 2015 | |
Debt Instrument [Line Items] | |
Schedule of long-term debt instruments | As of June 30, 2015 December 31, 2014 (unaudited) Principal Discount and Deferred Financing Costs Balance, net of discount Principal Discount Balance, net of discount Credit Facility $ 150,000,000 $ 10,228,493 $ 139,771,507 $ - $ - $ - Senior Credit Facility - - - 41,003,232 - 41,003,232 Junior Credit Facility - - - 20,000,000 4,313,594 15,686,406 Total long-term debt 150,000,000 10,228,493 139,771,507 61,003,232 4,313,594 56,689,638 Less current portion 1,500,000 - 1,500,000 4,934,030 - 4,934,030 Total long-term debt, non-current $ 148,500,000 $ 10,228,493 $ 138,271,507 $ 56,069,202 $ 4,313,594 $ 51,755,608 |
Schedule of future minimum principal payments of long-term debt | Year Amount 2015 $ 750,000 2016 1,500,000 2017 1,500,000 2018 1,500,000 2019 1,500,000 2020 1,500,000 2021 141,750,000 $ 150,000,000 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |
Loss Contingencies [Line Items] | |
Summary of future minimum rental payments for operating lease | For the years ended December 31, Amount 2015 (Six Months) $ 2,020,986 2016 4,303,633 2017 202,140 Total $ 6,526,759 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Summary of Incentive stock plan activity | Weighted Weighted Weighted Average Average Average Aggregate Exercise Grant Date Contractual Intrinsic Shares Price Fair Value Life (Years) Value Options outstanding at January 1, 2015 16,337 $ 417 $ 1,054 9.7 $ 16,315,198 Granted - - - Exercised (2,857 ) 32 926 Forfeited - - - Options outstanding at June 30, 2015 13,480 498 1,080 9.3 33,643,678 Exercisable at January 1, 2015 2,857 32 926 8.0 3,950,802 Vested - - - Exercised (2,857 ) 32 926 Forfeited - - - Exercisable at June 30, 2015 - - - |
Organization, Plan of Busines28
Organization, Plan of Business Operations and Liquidity (Details) | Jul. 08, 2015USD ($)$ / sharesshares | Mar. 09, 2015USD ($)shares | Dec. 11, 2014USD ($) | May. 15, 2013USD ($)$ / sharesshares | Jun. 30, 2015USD ($)Arrangement$ / sharesshares | Jun. 30, 2014USD ($) | May. 08, 2015USD ($) | Dec. 31, 2014USD ($) |
Business (Textual) | ||||||||
Exercise price per share | $ / shares | $ 1 | |||||||
Debt conversion, convertible debt amount | $ 500,000 | |||||||
Debt conversion, warrant issued to purchase common stock | shares | 500,000 | |||||||
Fair value of target business | The target business or businesses with which the Company completes a Business Combination needed to collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (less taxes payable) at the time of the execution of the definitive agreement for the initial Business Combination, although the Company could have acquire a target business whose fair value significantly exceeds 80% of the Trust Account balance. | |||||||
Gross proceeds from initial public offering | $ 200,000,000 | |||||||
Price per share sold in offering | $ / shares | $ 10 | |||||||
Proceeds from issuance of warrants in private placement | $ 5,600,000 | $ 5,600,000 | ||||||
Proceeds from related party | $ 1,611,329 | $ 470,000 | ||||||
Number of warrants issued in private placement | shares | 5,600,000 | 5,600,000 | ||||||
Held in trust account per share | $ / shares | $ 10 | |||||||
Merger Agreement [Member] | Subsequent Event [Member] | ||||||||
Business (Textual) | ||||||||
Consideration for former Lindblad stockholders (Cash) | $ 90,000,000 | |||||||
Consideration for former Lindblad stockholders (Shares) | shares | 20,017,787 | |||||||
Options to purchase common stock | shares | 3,821,696 | |||||||
Exercise price per share | $ / shares | $ 1.76 | |||||||
Trust Account [Member] | Subsequent Event [Member] | ||||||||
Business (Textual) | ||||||||
Consideration for former Lindblad stockholders (Cash) | $ 90,000,000 | |||||||
Expense related to deferred underwriting, brokerage fee and legal expenses | 13,600,000 | |||||||
Repayments of related party loan | 1,100,000 | |||||||
Payments for repurchase of common stock | $ 3,000,000 | |||||||
Common stock subject to redemptions | shares | 300,000 | |||||||
Remaining balance released from trust for general corporate purposes | $ 92,300,000 | |||||||
Debt conversion, convertible debt amount | $ 500,000 | |||||||
Debt conversion, warrant issued to purchase common stock | shares | 500,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | ||||||||
Business (Textual) | ||||||||
Number of variable entities | Arrangement | 2 | |||||||
Long-term debt | $ 150,000,000 | $ 56,689,638 | ||||||
Repayments of debt | $ 41,003,232 | $ 2,167,434 | ||||||
Profit participation rights purchase agreement description | Increased by $339,100 per month from December 31, 2014 until the close of the transaction, and (iii) $1.00 to Cruise/Ferry Financing Partners Private Foundation were made on May 8, 2015. | |||||||
Percentage of warrant cancelled | 60.00% | 60.00% | ||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | DVB Bank America [Member] | ||||||||
Business (Textual) | ||||||||
Repayment of senior debt | $ 39,800,000 | |||||||
Revenue from DVB | $ 5,000,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Mr. Lindblad [Member] | ||||||||
Business (Textual) | ||||||||
Repayments of debt | 2,830,447 | |||||||
Fee payable by DVB | $ 5,000,000 | |||||||
Purchase of shares by outstanding option exercised | shares | 2,857 | |||||||
Proceeds from stock option exercised | $ 92,538 | |||||||
Loan terminated | 2,830,447 | |||||||
Compensation | 4,956,160 | |||||||
Payment for offset withholding taxes | 2,033,175 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | New Credit Agreement [Member] | ||||||||
Business (Textual) | ||||||||
Long-term debt | $ 150,000,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | New Credit Agreement [Member] | Subsequent Event [Member] | ||||||||
Business (Textual) | ||||||||
Long-term debt | $ 175,000,000 | |||||||
Increasing the facility | 25,000,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | New Credit Agreement [Member] | U.S. Term loan [Member] | ||||||||
Business (Textual) | ||||||||
Long-term debt | 130,000,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | New Credit Agreement [Member] | U.S. Term loan [Member] | Subsequent Event [Member] | ||||||||
Business (Textual) | ||||||||
Long-term debt | 155,000,000 | |||||||
Increasing the facility | 25,000,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | New Credit Agreement [Member] | Cayman Term Loan [Member] | ||||||||
Business (Textual) | ||||||||
Long-term debt | $ 20,000,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Merger Agreement [Member] | ||||||||
Business (Textual) | ||||||||
Business acquisition transaction costs | $ 439,000,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Merger Agreement [Member] | Subsequent Event [Member] | ||||||||
Business (Textual) | ||||||||
Consideration for former Lindblad stockholders (Cash) | $ 90,000,000 | |||||||
Consideration for former Lindblad stockholders (Shares) | shares | 20,017,787 | |||||||
Options to purchase common stock | shares | 3,821,696 | |||||||
Exercise price per share | $ / shares | $ 1.76 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Trust Account [Member] | Subsequent Event [Member] | ||||||||
Business (Textual) | ||||||||
Consideration for former Lindblad stockholders (Cash) | $ 90,000,000 | |||||||
Expense related to deferred underwriting, brokerage fee and legal expenses | 13,600,000 | |||||||
Repayments of related party loan | 1,100,000 | |||||||
Payments for repurchase of common stock | $ 3,000,000 | |||||||
Common stock subject to redemptions | shares | 300,000 | |||||||
Remaining balance released from trust for general corporate purposes | $ 92,300,000 | |||||||
Debt conversion, convertible debt amount | $ 500,000 | |||||||
Debt conversion, warrant issued to purchase common stock | shares | 500,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Loan Purchase Agreement [Member] | ||||||||
Business (Textual) | ||||||||
Equity interest percentage | 60.00% | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Loan Purchase Agreement [Member] | DVB Bank America [Member] | ||||||||
Business (Textual) | ||||||||
Repayments of debt | $ 25,000,000 | |||||||
Repayment of remaining balance of debt | 22,733,000 | |||||||
Revenue from DVB | $ 5,000,000 | |||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Loan Purchase Agreement [Member] | Buss Kreuzfahrtfonds [Member] | ||||||||
Business (Textual) | ||||||||
Repayment of remaining balance of debt | $ 48,440,000 |
Significant Accounting Polici29
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net income for basic and diluted earnings per share) | $ (773,561) | $ (263,633) | $ (2,183,856) | $ (505,614) |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | ||||
Net income for basic and diluted earnings per share) | $ 8,835,269 | $ 5,164,398 | $ 15,767,762 | $ 13,559,204 |
Weighted average shares outstanding: | ||||
Shares outstanding, weighted for time outstanding | 90,000 | 102,858 | 90,000 | 102,858 |
Shares issuable under warrant for nominal consideration | 64,817 | 154,287 | 109,769 | 154,287 |
Total weighted average shares outstanding, basic | 154,817 | 257,145 | 199,769 | 257,145 |
Effect of dilutive securities: | ||||
Assumed exercise of stock options, treasury method | 4,779 | 3,288 | ||
Dilutive potential common shares | 4,779 | 3,288 | ||
Total weighted average shares outstanding, diluted | 159,596 | 257,145 | 203,057 | 257,145 |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Class A Common Stock [Member] | ||||
Net income available to Common Stockholders | $ 8,835,269 | $ 4,906,163 | $ 15,767,762 | $ 12,881,204 |
Weighted average shares outstanding: | ||||
Total weighted average shares outstanding, basic | 154,817 | 244,287 | 199,769 | 244,287 |
Effect of dilutive securities: | ||||
Total weighted average shares outstanding, diluted | 159,596 | 244,287 | 203,057 | 244,287 |
Earnings per share | ||||
Basic | $ 57.07 | $ 20.08 | $ 78.93 | $ 52.73 |
Diluted | $ 55.36 | $ 20.08 | $ 77.65 | $ 52.73 |
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Class B Common Stock [Member] | ||||
Net income available to Common Stockholders | $ 258,235 | $ 678,000 | ||
Weighted average shares outstanding: | ||||
Total weighted average shares outstanding, basic | 12,858 | 12,858 | ||
Effect of dilutive securities: | ||||
Total weighted average shares outstanding, diluted | 12,858 | 12,858 | ||
Earnings per share | ||||
Basic | $ 20.08 | $ 52.73 | ||
Diluted | $ 20.08 | $ 52.73 |
Significant Accounting Polici30
Significant Accounting Policies (Details 1) - Lindblad Expeditions, Inc. and Subsidiaries [Member] - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash and marketable securities | $ 47,478,278 | $ 8,334,632 |
Certificates of deposit [Member] | ||
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash and marketable securities | 38,864 | 39,474 |
Other restricted securities [Member] | ||
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash and marketable securities | 1,530,000 | 1,150,000 |
Credit negotiation and credit card processor reserves [Member] | ||
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash and marketable securities | 4,650,000 | $ 5,030,000 |
Credit Suisse escrow [Member] | ||
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash and marketable securities | 30,000,000 | |
Federal Maritime Commission Escrow [Member] | ||
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash and marketable securities | $ 11,259,414 | $ 2,115,158 |
Significant Accounting Polici31
Significant Accounting Policies (Details 2) - Lindblad Expeditions, Inc. and Subsidiaries [Member] - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Obligation for the repurchase of Class A common shares subject to put | $ 4,965,792 | $ 4,965,792 |
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member] | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Obligation for the repurchase of Class A common shares subject to put | ||
Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member] | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Obligation for the repurchase of Class A common shares subject to put | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Obligation for the repurchase of Class A common shares subject to put | $ 4,965,792 | $ 4,965,792 |
Significant Accounting Polici32
Significant Accounting Policies (Details Textual) - USD ($) | May. 08, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Jul. 08, 2015 |
Significant Accounting Policies [Line Items] | |||||||
Common shares excluded from the calculation of basic and diluted earnings per share | 18,798,187 | 18,798,215 | |||||
Common stock, shares outstanding | 24,999,972 | 24,999,972 | 25,000,000 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | ||||
Exercise price per share | $ 1 | $ 1 | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Purchase of outstanding common shares (in percentage) | 60.00% | ||||||
Aggregate Exercise Price | $ 10 | $ 10 | |||||
Transaction to purchase | 100.00% | ||||||
Escrow Deposit | 30,000,000 | 30,000,000 | |||||
Cash reserve | 4,650,000 | 4,650,000 | $ 5,030,000 | ||||
Cash held in foreign financial institutions | 3,156,046 | 3,156,046 | 2,504,064 | ||||
Junior mortgage note receivable | 8,500,000 | ||||||
Junior mortgage note receivable, fair value | 16,000,000 | 16,000,000 | |||||
Junior mortgage note receivable, face value | 20,000,000 | 20,000,000 | |||||
Debt discount | 4,000,000 | ||||||
Gain on transfer of assets | 7,502,668 | ||||||
Adjustment to additional paid-in capital | 83,700,000 | ||||||
Unrecognized tax benefits | 461,375 | 461,375 | $ 447,145 | ||||
Interest and penalties on uncertain tax positions | $ 10,462 | $ 10,462 | $ 20,924 | $ 20,924 | |||
Shares outstanding subject to such redemption | 6,747 | 6,747 | 6,747 | ||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Capitol Acquisition Corp [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, par value | 0.0001 | $ 0.0001 | |||||
Options to purchase common stock | 3,821,696 | ||||||
Exercise price per share | $ 1.76 | $ 1.76 | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Common stock issued | 2,500,000 | ||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Capitol Acquisition Corp [Member] | Subsequent Event [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Common stock, shares outstanding | 44,717,759 | ||||||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | Common Class A [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Common shares excluded from the calculation of basic and diluted earnings per share | 6,747 | 6,747 | |||||
Common stock, shares outstanding | 90,000 | 90,000 | 90,000 | ||||
Common stock, shares authorized | 450,000 | 450,000 | 450,000 | ||||
Common stock, par value |
Initial Public Offering and I33
Initial Public Offering and Insider Warrants (Details) - USD ($) | May. 15, 2013 | May. 20, 2013 | Jun. 30, 2015 | Dec. 31, 2014 |
Initial Public Offering And Sponsors Warrants Textual [Abstract] | ||||
Number of units sold in connection with initial public offering | 20,000,000 | |||
Price Per Share | $ 10 | |||
Number of units sold subject to the Underwriters' over-allotment option | 2,000,000 | |||
Gross proceeds from initial public offering | $ 200,000,000 | |||
Number of common shares forfeited post the offering | 175,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Description of unit | Each unit consists of one share of the Company's common stock, $0.0001 par value, and one half of one redeemable warrant to purchase one share of common stock. | |||
Description of common stock and warrants included in units | The shares of common stock and the warrants included in the units traded as a unit from the Offering until July 1, 2013 when separate trading of common stock and warrants began. No fractional warrants will be issued and only whole warrants will trade. | |||
Description of warrant exercise to purchase one share of common stock | Each whole warrant entitles its holder, upon exercise, to purchase one share of common stock for $11.50 subject to certain adjustments, during the period commencing thirty days after the completion by the Company of the Business Combination with Lindblad and terminating on the five-year anniversary of the completion by the Company of the Business Combination with Lindblad. | |||
Exercise price of one Warrant | $ 11.50 | |||
Warrants outstanding | 15,600,000 | 15,600,000 | ||
Number of warrants purchased by initial stockholders in Private Placement | 5,600,000 | 5,600,000 | ||
Warrants purchased in connection with sale of units related to offering | 10,000,000 | 10,000,000 | ||
Warrants redemption price | $ 0.01 | |||
Description of warrant redemption | The warrants may be redeemed by the Company, at its option, in whole and not in part, at a price of $0.01 per warrant at any time the warrants are exercisable, upon a minimum of 30 days' prior written notice of redemption, if, and only if, the last sales price of the Company's shares of common stock equals or exceeds $24.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the redemption notice; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. | |||
Description of sponsors warrants | The sponsor's warrants are identical to the warrants included in the units sold in the Offering except that the sponsor's warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees. The purchasers of the sponsor's warrants have also agreed not to transfer, assign or sell any of the sponsor's warrants, including the common stock issuable upon exercise of the sponsor's warrants (except to certain permitted transferees), until 30 days after the completion of an initial Business Combination. | |||
Purchase price of warrants | $ 1 | |||
Number of sponsors warrants issued in private placement | 5,600,000 | 5,600,000 | ||
Proceeds from issuance of sponsor's warrants | $ 5,600,000 | $ 5,600,000 |
Investment in Marketable Secu34
Investment in Marketable Securities and Fair Value of Financial Instruments (Details) - US Treasury Securities [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | ||
Cash and Cash Equivalents [Line Items] | |||
United States Treasury Notes , Cost | $ 9,969 | $ 9,969 | |
United States Treasury Notes, Fair Value | 10,005 | 9,998 | |
United States Treasury Notes, Unrealized Gain | [1] | $ 36 | $ 29 |
[1] | Included in other comprehensive income. |
Investment in Marketable Secu35
Investment in Marketable Securities and Fair Value of Financial Instruments (Details Textual) - US Treasury Securities [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Cash and Cash Equivalents [Line Items] | ||
Marketable securities as available for sale | $ 10,005 | $ 9,998 |
Marketable securities maturity period | Matures in December 2015 | Matures in December 2015 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | May. 09, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 15, 2015 | May. 20, 2015 | Mar. 19, 2015 | Mar. 13, 2015 | Mar. 03, 2015 | Jan. 27, 2015 | Sep. 22, 2014 | May. 20, 2014 |
Related Party Transaction [Line Items] | |||||||||||
Debt conversion, convertible debt amount | $ 500,000 | ||||||||||
Debt conversion converted instrument warrants issued | 500,000 | ||||||||||
Loans Payable | $ 1,545,569 | $ 43,840 | |||||||||
Exercise price of warrants | $ 1 | ||||||||||
Repayments of debt | $ 1,111,329 | ||||||||||
Non-Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loans Payable | $ 60,000 | $ 90,000 | 309,240 | $ 425,000 | $ 191,329 | ||||||
Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loans Payable | $ 220,000 | $ 250,000 | |||||||||
Director [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business combination services | $ 7,500 | 45,000 | $ 45,000 | ||||||||
Loans Payable | $ 65,760 | $ 21,920 | 21,920 | ||||||||
Director [Member] | Non-Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loans Payable | 11,920 | ||||||||||
Director [Member] | Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loans Payable | $ 10,000 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Taxes [Abstract] | ||
Tax provision at statutory rate - federal | (34.00%) | (34.00%) |
Tax provision at effective state and local rates | (9.50%) | (9.50%) |
Effect of valuation allowance on deferred tax asset | 43.50% | 43.50% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax (Textual) | ||||
Net income/loss | $ (773,561) | $ (263,633) | $ (2,183,856) | $ (505,614) |
Operating loss carryforward | $ 3,933,000 | $ 3,933,000 | ||
Operating loss carryforwards expiration date | Dec. 31, 2035 | |||
Deferred income tax benefit | $ 1,710,000 |
Commitments and Contingencies39
Commitments and Contingencies and Related Party Transactions (Details) - USD ($) | Mar. 09, 2015 | May. 10, 2013 | Jun. 30, 2015 | May. 31, 2015 | Apr. 30, 2015 | May. 23, 2013 | Jun. 30, 2015 | Jun. 30, 2014 |
Commitments And Contingencies And Related Party (Textual) | ||||||||
Annual fee | $ 330,000 | |||||||
Offering costs | $ 4,000,000 | |||||||
Commitments description | On May 10, 2013, the Company entered into an agreement with the underwriters (Underwriting Agreement). Pursuant to the Underwriting Agreement, the Company paid an underwriting discount of 2.0% of the gross proceeds of the Offering, or $4,000,000. Prior to the closing, the Company was also to pay the underwriters in the Offering an additional deferred underwriting discount of 4.0% of the gross proceeds of the Offering (Deferred Commissions) | |||||||
Cancellation fee | $ 220,000 | |||||||
Success fees | 450,000 | |||||||
Additional success fee | $ 120,000 | |||||||
Percentage of finder fees | 1.00% | |||||||
Legal fees | $ 1,063,000 | |||||||
Finder fees | $ 1,000,000 | |||||||
Interim Corporation [Member] | ||||||||
Commitments And Contingencies And Related Party (Textual) | ||||||||
Merger consideration | $ 330,000,000 | |||||||
Consideration for former Lindblad stockholders (Cash) | $ 90,000,000 | |||||||
Consideration for former Lindblad stockholders (Shares) | 24,000,000 | |||||||
Office Lease Agreements [Member] | ||||||||
Commitments And Contingencies And Related Party (Textual) | ||||||||
Rent expense | $ 6,700 | 0 | $ 19,429 | |||||
Term of operating leases | 15 months | |||||||
Lease expiration date | Aug. 31, 2014 | |||||||
Operating leases expense | $ 3,100 | $ 3,100 | $ 4,050 | $ 22,400 |
Delinquencies (Details)
Delinquencies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Delinquencies [Abstract] | |||
Calculated tax per year | $ (270,000) | $ 90,000 | $ 180,000 |
Accrued franchise tax payable | 90,000 | 360,000 | |
Accrued interest including tax | $ 1,340,366 | $ 81,559 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 08, 2015 | Jun. 30, 2015 |
Subsequent Event [Line Items] | ||
Exercise price per share | $ 1 | |
Debt conversion, convertible debt amount | $ 500,000 | |
Debt conversion, warrant issued to purchase common stock | 500,000 | |
Subsequent Event [Member] | Merger Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Consideration for former Lindblad stockholders (Cash) | $ 90,000,000 | |
Consideration for former Lindblad stockholders (Shares) | 20,017,787 | |
Options to purchase common stock | 3,821,696 | |
Exercise price per share | $ 1.76 | |
Subsequent Event [Member] | Trust Account [Member] | ||
Subsequent Event [Line Items] | ||
Consideration for former Lindblad stockholders (Cash) | $ 90,000,000 | |
Expense related to deferred underwriting, brokerage fee and legal expenses | 13,600,000 | |
Repayments of related party loan | 1,100,000 | |
Payments for repurchase of common stock | $ 3,000,000 | |
Common stock subject to redemptions | 300,000 | |
Remaining balance released from trust for general corporate purposes | $ 92,300,000 | |
Debt conversion, convertible debt amount | $ 500,000 | |
Debt conversion, warrant issued to purchase common stock | 500,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - Lindblad Expeditions, Inc. and Subsidiaries [Member] - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Balance, net of discount | $ 150,000,000 | $ 56,689,638 |
Less current portion | 1,500,000 | 4,934,030 |
Total long-term debt, non-current | 138,271,507 | 51,755,608 |
Principal, Total long-term debt | 150,000,000 | 61,003,232 |
Principal, Less current portion | 1,500,000 | 4,934,030 |
Principal, Total long-term debt, non-current | 148,500,000 | 56,069,202 |
Discount and Deferred Financing Costs, Total long-term debt | $ 10,228,493 | $ 4,313,594 |
Discount and Deferred Financing Costs, Less current portion | ||
Discount and Deferred Financing Costs, Total long-term debt, non-current | $ 10,228,493 | $ 4,313,594 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 150,000,000 | |
Discount | ||
Discount and Deferred Financing Costs | 10,228,493 | |
Balance, net of discount | $ 139,771,507 | |
Senior Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal | $ 41,003,232 | |
Discount | ||
Discount and Deferred Financing Costs | ||
Balance, net of discount | $ 41,003,232 | |
Junior Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 20,000,000 | |
Discount | 4,313,594 | |
Discount and Deferred Financing Costs | ||
Balance, net of discount | $ 15,686,406 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - Lindblad Expeditions, Inc. and Subsidiaries [Member] - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2,015 | $ 750,000 | |
2,016 | 1,500,000 | |
2,017 | 1,500,000 | |
2,018 | 1,500,000 | |
2,019 | 1,500,000 | |
2,020 | 1,500,000 | |
2,021 | 141,750,000 | |
Tota long-term debt | $ 150,000,000 | $ 56,689,638 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - Lindblad Expeditions, Inc. and Subsidiaries [Member] - USD ($) | Jul. 08, 2015 | May. 08, 2015 | Oct. 16, 2007 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Long-Term Debt (Textual) | |||||||
Escrow deposit | $ 30,000,000 | $ 30,000,000 | |||||
Discount and deferred financing costs | 2,208,948 | $ 543,303 | |||||
Senior Notes [Member] | Credit Facility [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Line of credit facility, Description | Maximum of the lesser of $35,000,000 or an amount equal to 60% of the fair market value of the Company's vessels. | ||||||
Secured debt | $ 35,000,000 | ||||||
Credit facility accrued interest | $ 212,103 | ||||||
Outstanding principal amount | 39,778,117 | ||||||
Junior Notes [Member] | Credit Facility [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Line of credit facility, Description | Maximum of the lesser of $11,000,000 or an amount equal to 76% of the fair market value of the Company's vessels. | ||||||
Secured debt | $ 11,000,000 | ||||||
Credit facility accrued interest | 1,222,222 | ||||||
Outstanding principal amount | 20,000,000 | ||||||
Line of credit facility, Borrowing capacity, Description | (a) named DVB as agent for new lenders - Cruise Ferry Master Fund I N.V., (b) increased the facility to a term loan of $15,000,000 and a revolving loan of $10,000,000, and (c) extended the maturity of the junior facility to January 18, 2014. In consideration for this amendment and certain other accommodations under the terms of the Original Junior Credit Facility, the Company issued a warrant for the purchase of 60% of the fully diluted shares of the Company to CFMF. | ||||||
Discount and deferred financing costs | $ 1,965,359 | $ 269,048 | $ 2,208,948 | $ 543,303 | |||
Junior Notes [Member] | Revolving loan [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||
Junior Notes [Member] | Term Loan [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||
Credit Agreement [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Maximum borrowing capacity | 150,000,000 | ||||||
Proceeds from loans | $ 139,500,000 | ||||||
Description of interest rate | The Loans bear interest at a rate based on an adjusted ICE Benchmark administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 5.50%. | ||||||
Credit Agreement [Member] | Subsequent Event [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Maximum borrowing capacity | $ 175,000,000 | ||||||
Increase in credit facility | 25,000,000 | ||||||
Proceeds from loans | $ 24,700,000 | ||||||
Description of interest rate | The Loans bear interest at a rate based on an adjusted ICE Benchmark administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 4.50%. | ||||||
Escrow deposit | $ 30,000,000 | ||||||
Credit Agreement [Member] | U.S. Term loan [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Maximum borrowing capacity | $ 130,000,000 | ||||||
Credit facility, Expiration date | May 8, 2021 | ||||||
Credit Agreement [Member] | U.S. Term loan [Member] | Subsequent Event [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Maximum borrowing capacity | 155,000,000 | ||||||
Increase in credit facility | $ 25,000,000 | ||||||
Credit facility, Expiration date | May 8, 2021 | ||||||
Credit Agreement [Member] | Cayman Term Loan [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||
Credit facility, Expiration date | May 8, 2021 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Lindblad Expeditions, Inc. and Subsidiaries [Member] | Jun. 30, 2015USD ($) |
Summary of future minimum rental payments for operating lease | |
2,015 | $ 2,020,986 |
2,016 | 4,303,633 |
2,017 | 202,140 |
Total | $ 6,526,759 |
Commitment and Contingencies 46
Commitment and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Commitment and Contingencies (Textual) | |||||
Balance outstanding | $ 1,340,366 | $ 1,340,366 | $ 81,559 | ||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | |||||
Commitment and Contingencies (Textual) | |||||
Rent expense | 221,603 | $ 208,467 | 458,379 | $ 415,072 | |
Royalty expense | 1,147,765 | $ 1,132,690 | 2,386,639 | $ 2,122,718 | |
Balance outstanding | 18,070,214 | 18,070,214 | 20,028,315 | ||
Lindblad Expeditions, Inc. and Subsidiaries [Member] | National Geographic Society [Member] | |||||
Commitment and Contingencies (Textual) | |||||
Balance outstanding | $ 1,179,015 | $ 1,179,015 | $ 999,064 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - Lindblad Expeditions, Inc. and Subsidiaries [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee Benefit Plan (Textual) | ||||
Percentage of employee contributions | 25.00% | 25.00% | ||
Amount of benefit plan contribution | $ 47,741 | $ 40,500 | $ 113,640 | $ 98,944 |
Annual maximum amount | $ 1,800 | $ 1,500 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - Lindblad Expeditions, Inc. and Subsidiaries [Member] - Stock options [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Beginning Balance | 16,337 | |
Number of shares, Granted | ||
Number of shares, Exercised | (2,857) | |
Number of shares, Forfeited | ||
Options Outstanding, Ending Balance | 13,480 | |
Weighted average exercise price per share, Outstanding, Beginning Balance | $ 417 | |
Weighted average exercise price per share, Granted | ||
Weighted average exercise price per share, Exercised | $ 32 | |
Weighted average exercise price per share, Forfeited | ||
Weighted average exercise price per share, Outstanding, Ending Balance | $ 498 | |
Weighted average grant date fair value, Outstanding | $ 1,054 | |
Weighted average grant date fair value, Granted | ||
Weighted average grant date fair value, Exercised | $ 926 | |
Weighted average grant date fair value, Forfeited | ||
Weighted average grant date fair value, Outstanding | $ 1,080 | |
Weighted average contracual Life (Years), Outstanding | 9 years 3 months 18 days | 9 years 8 months 12 days |
Beginning Balance, Aggregate Intrinsic Value | $ 16,315,198 | |
Ending Balance, Aggregate Intrinsic Value | $ 33,643,678 | |
Shares Exercisable, beginning balance | 2,857 | |
Shares, vested | ||
Number of shares, Exercised | (2,857) | |
Weighted average grant date fair value, Forfeited | ||
Weighted average exercise price, Exercisable | $ 32 | |
Weighted average exercise price, Vested | ||
Weighted average exercise price per share, Exercised | $ 32 | |
Weighted average exercise price per share, Forfeited | ||
Weighted average grant date fair value, Exercisable | $ 926 | |
Weighted average grant date fair value, Vested | ||
Weighted average grant date fair value, Exercised | $ 926 | |
Number of shares, Exercised | ||
Weighted average contracual Life (Years), Exercisable | 8 years | |
Aggregate intrinsic value, Exercisable | $ 3,950,802 | |
Shares Exercisable, beginning balance |
Stock Based Compensation (Det49
Stock Based Compensation (Details Textual) - Lindblad Expeditions, Inc. and Subsidiaries [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 19, 2015 | |
Stock Based Compensation [Textual] | |||||
Stock based compensation expense | $ 1,213,722 | $ 2,427,447 | |||
Unamortized value of options | $ 11,863,157 | $ 11,863,157 | |||
Unamortized expense period | 2 years 4 months 24 days | ||||
Mr. Lindblad [Member] | |||||
Stock Based Compensation [Textual] | |||||
Stock option exercised | 2,857 |