Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 26, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | LINDBLAD EXPEDITIONS HOLDINGS, INC. | ||
Entity Central Index Key | 1,512,499 | ||
Trading Symbol | LIND | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 229 | ||
Entity Common Stock, Shares Outstanding | 45,772,845 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 96,443 | $ 135,416 |
Restricted cash and marketable securities | 7,057 | 9,015 |
Inventories | 1,794 | 1,665 |
Marine operating supplies | 5,045 | 4,142 |
Prepaid expenses and other current assets | 21,351 | 20,782 |
Total current assets | 131,690 | 171,020 |
Property and equipment, net | 250,952 | 186,236 |
Goodwill | 22,105 | 22,105 |
Intangibles, net | 9,554 | 11,132 |
Other long-term assets | 10,047 | 13,090 |
Deferred tax assets | 4,118 | |
Total assets | 424,348 | 407,701 |
Current Liabilities: | ||
Unearned passenger revenues | 112,238 | 91,501 |
Accounts payable and accrued expenses | 30,422 | 30,662 |
Long-term debt - current | 1,750 | 1,750 |
Total current liabilities | 144,410 | 123,913 |
Long-term debt, less current portion | 164,186 | 164,128 |
Deferred tax liabilties | 2,444 | |
Other long-term liabilities | 684 | 681 |
Total liabilities | 311,724 | 288,722 |
COMMITMENTS AND CONTINGENCIES | ||
REDEEMABLE NONCONTROLLING INTEREST | 6,302 | 5,170 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 45,427,030 and 45,659,762 issued; 44,787,608 and 45,470,219 outstanding as of December 31, 2017 and 2016, respectively | 5 | 5 |
Additional paid-in capital | 42,498 | 43,097 |
Retained earnings | 63,819 | 70,707 |
Total stockholders' equity | 106,322 | 113,809 |
Total liabilities, stockholders' equity and redeemable noncontrolling interest | $ 424,348 | $ 407,701 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
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 | 45,427,030 | 45,659,762 |
Common stock, shares outstanding | 44,787,608 | 45,470,219 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Tour revenues | $ 266,504 | $ 242,346 | $ 209,985 |
Cost of tours | 135,526 | 118,977 | 95,417 |
Gross profit | 130,978 | 123,369 | 114,568 |
Operating expenses: | |||
General and administrative | 60,529 | 51,896 | 38,994 |
Selling and marketing | 42,354 | 39,072 | 35,083 |
Depreciation and amortization | 17,351 | 18,420 | 11,645 |
Merger-related expenses | 13,344 | ||
Total operating expenses | 120,234 | 109,388 | 99,066 |
Operating income | 10,744 | 13,981 | 15,502 |
Other (expense) income: | |||
Interest expense, net | (9,736) | (10,146) | (10,901) |
Gain (loss) on foreign currency | 1,144 | (720) | (40) |
Gain (loss) on transfer of assets | 454 | (83) | 7,502 |
Other (expense) income | (133) | (1,173) | 5,030 |
Total other (expense) income | (8,271) | (12,122) | 1,591 |
Income before income taxes | 2,473 | 1,859 | 17,093 |
Income tax expense (benefit) | 10,002 | (3,200) | (2,649) |
Net (loss) income | (7,529) | 5,059 | 19,742 |
Net income attributable to noncontrolling interest | 1,132 | 195 | |
Net (loss) income available to common stockholders | $ (8,661) | $ 4,864 | $ 19,742 |
Weighted average shares outstanding | |||
Basic | 44,576,912 | 45,649,971 | 44,917,829 |
Diluted | 44,576,912 | 46,456,921 | 45,575,387 |
Net (loss) income per share available to common stockholders | |||
Basic | $ (0.19) | $ 0.11 | $ 0.44 |
Diluted | $ (0.19) | $ 0.10 | $ 0.43 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Balance at Dec. 31, 2014 | $ 67,567 | $ 4 | $ 21,461 | $ 46,101 |
Balance, shares at Dec. 31, 2014 | 44,717,759 | |||
Stock-based compensation | 4,913 | 4,913 | ||
CFMF transaction cancellation of warrant | (83,467) | (83,467) | ||
Obligation to repurchase shares of common stock | 4,966 | 4,966 | ||
Merger recapitalization | 200,558 | 200,558 | ||
Payments to stockholders for merger | (90,000) | (90,000) | ||
Issuance of stock for equity compensation plans | (4,880) | $ 1 | (4,880) | |
Issuance of stock for equity compensation plans, shares | 507,122 | |||
Repurchase of shares and warrants | (5,478) | (5,478) | ||
Net income | 19,742 | 19,742 | ||
Balance at Dec. 31, 2015 | 113,921 | $ 5 | $ 48,073 | $ 65,843 |
Balance, shares at Dec. 31, 2015 | 45,224,881 | |||
Stock-based compensation | 5,411 | $ 5,411 | ||
Stock-based compensation, shares | 199,044 | |||
Issuance of stock for equity compensation plans | (2,694) | (2,694) | ||
Issuance of stock for equity compensation plans, shares | 280,347 | |||
Repurchase of shares and warrants | (10,343) | (10,343) | ||
Repurchase of shares and warrants, shares | (308,718) | |||
Acquisition of Natural Habitat, Inc. | 2,650 | 2,650 | ||
Acquisition of Natural Habitat, Inc., shares | 264,208 | |||
Net income | 4,864 | 4,864 | ||
Balance at Dec. 31, 2016 | 113,809 | $ 5 | 43,097 | 70,707 |
Balance, shares at Dec. 31, 2016 | 45,659,762 | |||
Stock-based compensation | 10,627 | 10,627 | ||
Stock-based compensation, shares | ||||
Issuance of stock for equity compensation plans | (5,034) | (5,034) | ||
Issuance of stock for equity compensation plans, shares | 314,326 | |||
Repurchase of shares and warrants | (6,192) | (6,192) | ||
Repurchase of shares and warrants, shares | (547,058) | |||
Cumulative effect of change in accounting principle | 1,773 | 1,773 | ||
Net income | (8,661) | (8,661) | ||
Balance at Dec. 31, 2017 | $ 106,322 | $ 5 | $ 42,498 | $ 63,819 |
Balance, shares at Dec. 31, 2017 | 45,427,030 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows From Operating Activities | |||
Net (loss) income | $ (7,529) | $ 5,059 | $ 19,742 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 17,351 | 18,420 | 11,645 |
Amortization of National Geographic fee | 2,907 | 2,907 | 1,397 |
Amortization of deferred financing costs and other, net | 2,226 | 1,144 | 3,576 |
Stock-based compensation | 10,627 | 5,411 | 4,913 |
Deferred income taxes | 8,336 | (3,326) | (3,413) |
(Gain) loss on foreign currency | (1,144) | 720 | 40 |
Loss (gain) on disposal and transfer of assets | 819 | (7,502) | |
Changes in operating assets and liabilities | |||
Inventories and marine operating supplies | (1,036) | 1,073 | (163) |
Prepaid expenses and other current assets | 575 | 629 | (1,100) |
Unearned passenger revenues | 20,709 | 245 | 3,723 |
Other long-term assets | 136 | (3,642) | |
Other long-term liabilities | 3 | 4 | 230 |
Accounts payable and accrued expenses | (243) | 1,964 | 7,214 |
Net cash provided by operating activities | 52,918 | 31,427 | 40,302 |
Cash Flows From Investing Activities | |||
Purchases of property and equipment | (80,485) | (75,933) | (14,800) |
Redemption of restricted cash and marketable securities | 1,958 | (555) | (125) |
Acquisition of Natural Habitat, Inc., net of $4,904 cash acquired | (9,946) | ||
Purchase of investment in CFMF | (68,088) | ||
Advance from stockholder | 1,501 | ||
Net cash used in investing activities | (78,527) | (86,434) | (81,512) |
Cash Flows From Financing Activities | |||
Repurchase of common stock and warrants | (6,192) | (10,343) | (5,478) |
Repurchase under stock-based compensation plans and related tax impacts | (5,034) | (2,694) | (4,879) |
Repayments of long-term debt | (1,750) | (1,750) | (41,879) |
Payment of deferred financing costs | (418) | (1,565) | (11,045) |
Proceeds from long-term debt | 175,000 | ||
Net proceeds from merger | 186,806 | ||
Payments to stockholders for the merger | (90,000) | ||
Net cash (used in) provided by financing activities | (13,394) | (16,352) | 208,525 |
Effect of exchange rate changes on cash | 30 | (128) | (91) |
Net (decrease) increase in cash and cash equivalents | (38,973) | (71,487) | 167,224 |
Cash and cash equivalents as of beginning of year | 135,416 | 206,903 | 39,679 |
Cash and cash equivalents as of end of year | 96,443 | 135,416 | 206,903 |
Cash paid during the year for: | |||
Interest | 10,478 | 9,896 | 7,003 |
Income taxes | 965 | 998 | 379 |
Non-cash investing and financing activities: | |||
Additional paid-in capital exercise proceeds of option shares | 1,682 | 1,123 | 2,240 |
Additional paid-in capital exchange proceeds used for option shares | $ (1,682) | $ (1,123) | $ (2,240) |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Cash Flows [Abstract] | |||
Net cash acquired | $ 4,904 |
Business
Business | 12 Months Ended |
Dec. 31, 2017 | |
Business [Abstract] | |
BUSINESS | NOTE 1 – BUSINESS Organization Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries (the “Company” or “Lindblad”) currently operate a fleet of seven owned expedition ships and five seasonal charter vessels under the Lindblad brand. Lindblad’s mission is to offer life-changing adventures on all seven continents and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company’s expedition ships are customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture. Many of these expeditions involve travel to remote places with limited infrastructure and ports (such as Antarctica and the Arctic) or places that are best accessed by a ship (such as the Galápagos, Alaska, Baja’s Sea of Cortez, Costa Rica and Panama), and foster active engagement by guests. Each expedition ship is designed to be comfortable and inviting, while being fully equipped with state-of-the-art tools for in-depth exploration. The Company has an alliance with the National Geographic Partners (“National Geographic”), which often provides lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews. Natural Habitat Acquisition On May 4, 2016, the Company acquired an 80.1% ownership interest in Natural Habitat, Inc. (“Natural Habitat”), an adventure travel and ecotourism company based in Colorado. Natural Habitat was founded by Benjamin L. Bressler (“Mr. Bressler”), who retains a 19.9% noncontrolling interest in Natural Habitat. With the acquisition of Natural Habitat, the Company expanded its itineraries to include land-based offerings around the globe. Natural Habitat’s expeditions include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos tours and African safaris. In addition to its land offerings, Natural Habitat offers select itineraries on seven small chartered vessels for parts of the year. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, sustainable travel that directly protects nature. Merger with Capitol Capitol Acquisition Corp. II (“Capitol”) was originally incorporated in Delaware on August 9, 2010 as a blank check company to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. On July 8, 2015, Capitol completed a series of mergers whereby Lindblad Expeditions, Inc. (“LEX”) became Capitol’s wholly-owned subsidiary. As consideration for the mergers, the total purchase price consisted of 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 Capitol common stock. Capitol also assumed outstanding LEX stock options and converted such options into options to purchase an aggregate of 3,821,696 shares of Capitol common stock with an exercise price of $1.76 per share. As a result of the mergers, LEX became a direct wholly-owned subsidiary of Capitol. Immediately following the mergers, Capitol, which had no operations, changed its name to Lindblad Expeditions Holdings, Inc. and therefore Lindblad has presented LEX’s information as that of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and accompanying footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The merger with LEX has been accounted for as a reverse acquisition. Under this method of accounting, Capitol has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on LEX comprising the ongoing operations and assets of the combined entity and LEX senior management comprising the senior management of the combined company. In accordance with guidance applicable to these circumstances, the merger has been considered to be a capital transaction in substance. Accordingly, for accounting purposes, the merger has been treated as the equivalent of LEX issuing shares for the net assets of Capitol, accompanied by a recapitalization. The net assets of Capitol have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the merger are those of LEX. Additionally, the historical financial statements of LEX are now reflected as those of the Company. Principles of Consolidation The consolidated financial statements of the Company included Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries. Natural Habitat’s balance sheet as of December 31, 2016 and results of operations for the period beginning May 5, 2016 and ending December 31, 2016 are included in the Company’s consolidated financial statements. Reclassifications We have reclassified certain prior period amounts to conform to the current period presentation, with no impact on consolidated net income or cash flows. Use of Estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets, liabilities, revenues and expenses. Actual results could differ from such estimates. Management estimates include determining the estimated lives of long-lived 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 assessing its litigation, other legal claims and contingencies. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary. Revenue Recognition Tour revenues consist of guest ticket revenues recognized from the sale of guest tickets and other tour revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, goods and services rendered onboard that are not included in guest ticket prices, insurance proceeds, trip insurance and cancellation fees. Revenues from the sale of guest tickets and other tour revenues are recognized gross, as the Company has the primary obligation in the arrangement, has discretion in supplier selection and is involved in the determination of the service specifications. The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, and trip insurance. Guest tour deposits represent unearned revenues and are included as unearned passenger revenues in the consolidated balance sheet when received. Guest deposits are subsequently recognized as tour revenues on the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, where the tour days span a quarter end or year end, the Company recognizes revenue based upon expedition days earned. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. Revenues from the sale of additional goods and services rendered onboard are recognized upon purchase. Insurance The Company maintains insurance to cover a number of risks including illness and injury to crew, guest injuries, pollution, other third-party claims in connections with its tour expedition activities, damages to hull and machinery for each of its vessels, war risks, workers’ compensation, employee health, directors’ and officers’ liability, property damages and general liabilities for third-party claims. The Company recognizes insurance recoverable from third-party insurers for incurred expenses at the time the recovery is probable and upon realization for amounts in excess of incurred expenses. All of the Company’s insurance policies are subject to coverage limits, exclusions and deductible levels. For the years ended December 31, 2017 and 2016, the Company self-insures for medical insurance claims up to $100,000 and $60,000, respectively. In addition, for the years ended December 31, 2017 and 2016 the Company maintains Stop Loss coverage for medical claims in excess of the $100,000 and $60,000, respectively, which have an aggregate deductible of $57,500. As of December 31, 2017 and 2016, the Company recorded a liability for Incurred-But-Not-Recorded (“IBNR”) medical claims, which was determined based on claims experience over the prior four years. The Company also extends cancellation insurance to guests. The Company uses an insurance company to manage passenger insurance purchased to cover a variety of insurable losses including cancellations, interruption, missed connections, travel delays, accidental death and dismemberment, medical coverage and baggage issues. The Company is self-insured for the claims only which cover cancellations, interruption, missed connections and travel delays. The required reserve was determined based on claims experience over the prior four years. While the Company believes its estimated IBNR and accrued claims reserves are adequate, the ultimate losses may differ. The Company participates in a traditional marine industry reinsurance solution for liability exposure through their Protection and Indemnity (“P&I Club”) Reinsurers, which are similar to mutual marine P&I Club’s that join and severally indemnify each other to provide discounted primary and excess Protection and Indemnity coverage to club members. The resulting aggregated surplus of the clubs combines to provide the Company with below market primary and high excess liability coverage for covered losses. For consideration of long-term below market P&I rates, the joint and several liability obligation requires the down-stream indemnification by their members, including the Company. General and Administrative Expense Administrative expenses primarily represent the costs of our shore-side vessel support, reservations and other administrative functions, and includes salaries and related benefits, professional fees and occupancy costs. Selling and Marketing Expense Selling and marketing expenses include commissions and a broad range of advertising and marketing expenses. These include direct mail, print and online advertising costs, as well as costs associated with website development and maintenance. Also included are social media and corporate sponsorship costs. Advertising is charged to expense as incurred. Advertising expenses totaled $16.4 million, $14.7 million and $13.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. The largest component of advertising expense was direct mail, which totaled $6.3 million, $5.5 million and $5.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. Earnings per Common Share Earnings per common share is computed by dividing net income available to common shareholders, by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares issuable upon the exercise of stock options (if such option is an equity instrument, using the treasury stock method). For the year ended December 31, 2017, there were no dilutive shares because the Company had a net loss. For the years ended 2016 and 2015, the Company determined, using the treasury method, there were 806,950 and 657,558, respectively, of dilutive common shares related to stock-based compensation. On July 8, 2015, as a result of the mergers and related to the reverse merger treatment and recapitalization, all historical weighted average common shares were adjusted by the exchange ratios established by the merger agreement. As of December 31, 2017 and 2016, 10,656,520 and 11,186,387 warrants, respectively, to purchase common stock at a price of $11.50 per share were outstanding. The Company determined these warrants were anti-dilutive and were not considered in the calculation of diluted weighted average shares outstanding. Prior to the mergers, 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 could have been issued for little consideration (an aggregate exercise price of $10.00), these shares were formerly deemed to be issued for purposes of basic earnings per share. Effective May 8, 2015, in connection with LEX closing on a transaction to purchase 100% of Cruise/Ferry Master Fund I, N.V. (“CFMF”), the warrant was cancelled. On July 8, 2015, as a result of the merger agreement, and the reverse merger treatment and recapitalization, these shares were not considered part of the recapitalization and therefore not included in basic or dilutive weighted average shares outstanding. For the year ended December 31, 2015, the Company excluded 1,912,833 (converted from 6,747 shares as a result of the merger) shares of common stock as these shares were subject to the warrants described above. For the years ended December 31, 2017, 2016 and 2015, the Company calculated earnings per share as follows: For the years ended December 31, (In thousands, except share and per share data) 2017 2016 2015 Net (loss) income available to common stockholders $ (8,661 ) $ 4,864 $ 19,742 Weighted average shares outstanding: Total weighted average shares outstanding, basic 44,576,912 45,649,971 44,917,829 Effect of dilutive securities: Assumed exercise of stock options, treasury method - 782,565 657,558 Assumed exercise of restricted shares, RSU’s, treasury method - 24,385 - Dilutive potential common shares - 806,950 657,558 Total weighted average shares outstanding, diluted 44,576,912 46,456,921 45,575,387 Net (loss) income per share available to Lindblad Basic $ (0.19 ) $ 0.11 $ 0.44 Diluted $ (0.19 ) $ 0.10 $ 0.43 Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less, as well as deposits in financial institutions, to be cash and cash equivalents. Concentration of Credit Risk The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. The Company has not experienced any losses in such accounts. As of December 31, 2017 and 2016, the Company’s cash held in financial institutions outside of the U.S. amounted to $4.1 million and $2.7 million, respectively. Restricted Cash and Marketable Securities Included in “Restricted cash and marketable securities” on the accompanying 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 December 31, (In thousands) 2017 2016 Federal Maritime Commission escrow $ 4,186 $ 2,571 Credit negotiation and credit card processor reserves 1,530 5,030 Certificates of deposit and other restricted securities 1,341 1,414 Total restricted cash and marketable securities $ 7,057 $ 9,015 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow all unearned guest revenues collected for sailings from U.S. ports. At December 31, 2017 and 2016 a cash reserve of $1.5 million and $5.0 million, respectively, is required for credit card deposits by third-party credit card processors. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value. Marine Operating Supplies and Inventories Marine operating supplies consist primarily of fuel, provisions, spare parts, items required for maintenance and supplies used in the operation of marine expeditions. Marine operating supplies are stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out method. Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Prepaid Expenses and Other Current Assets The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following: As of December 31, (In thousands) 2017 2016 Prepaid tour expenses $ 9,846 $ 11,593 Prepaid air expense 3,621 2,432 Prepaid client insurance 2,525 2,141 Prepaid marketing, commissions and other expenses 2,495 1,823 Prepaid corporate insurance 1,033 931 Prepaid port agent fees 1,022 1,038 Prepaid income taxes 809 824 Total prepaid expenses $ 21,351 $ 20,782 Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15-25 Furniture & equipment 5 Computer hardware and software 5 Leasehold improvements, including expedition sites and port facilities Shorter of lease term or related asset life The ship-based tour and expedition industry is very capital intensive. As of December 31 2017, the Company owned and operated seven vessels, including a new coastal vessel, the National Geographic Quest, National Geographic Venture, Vessel improvement costs that add value to the Company’s vessels, such as those discussed above, are capitalized to the vessels and depreciated over the shorter of the improvements or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. Internationally flagged ships have scheduled dockings approximately every 12 months, for a period of up to three to six weeks. Goodwill The authoritative guidance requires that goodwill be assessed annually for impairment. The Company completed the annual impairment test as of September 30, 2017 with no indication of goodwill impairment. Future impairment tests will be performed annually as of September 30, or sooner if warranted. See Notes 4 and 5 for further details on goodwill. Intangibles, net Intangibles, net include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Based on the Company’s analysis, amortization of the tradenames and customer lists were computed using the estimated useful lives of 15 and 5 years, respectively. The Company operates two vessels year-round in the Galápagos National Park in Ecuador; the National Geographic Endeavour II National Geographic Islander In June 2015, a new Ecuadorian Special Law for Protected Areas was approved and updated in November 2015. A Presidential Decree issued by President Correa of Ecuador in November 2015 established that cupos, which were in effect since July 2015, will have a validity of nine years. The Company’s operating rights are up for renewal in July 2024 and, based on the new law, the Company will begin the renewal process in 2020. The current “owners” of the cupos will have the opportunity to re-apply for them, but any other enterprise or individual will have the opportunity to bid for the cupos. All bidders must present proof that they fulfill the conditions to properly utilize the license (access to a vessel, experience in tourism, proven environmental behavior, marketing, etc.). While the Company believes that, based on the expected criteria to retain cupos and its past operating history in the Galápagos, there is a strong possibility that the Company will retain its cupos, from an accounting perspective, it will assume they retain no value after July 2024. Once the renewal process has begun and if it can be determined that the Company will be successful in its bid, then the Company will adjust its amortization prospectively. Operating rights are amortized over their remaining government mandated lives. Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangibles, net will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of December 31, 2017 and 2016, there was no triggering event and the Company did not record an impairment for intangible assets. Long-Lived Assets The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its vessels. As of December 31, 2017 and 2016, there was no triggering event and the Company did not record an impairment of its long-lived assets. In the first quarter of 2016, the Company reviewed the remaining useful life of the National Geographic Endeavour National Geographic Endeavour II National Geographic Endeavour’s 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. In 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. On March 3, 2009, LEX issued a note payable to Cruise/Ferry Master Fund I, N.V. On December 11, 2014, LEX 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 LEX 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 LEX on a fully diluted basis. On December 11, 2014, the date of the purchase agreements, an initial payment of $25.0 million was made to DVB under the Profit Participation Loan Purchase Agreement. The remaining payments of (i) $22.7 million to DVB, (ii) $48.4 million to Buss Kreuzfahrtfonds 1 GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH & Co. KG, as increased by $0.3 million 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 LEX commenced liquidation procedures on CFMF. Utilizing the proceeds from the new loans, LEX also paid in full its preexisting senior debt facility in the amount of $39.8 million held by DVB. The investment in CFMF was liquidated subsequent to the purchase of CFMF on May 8, 2015. The CFMF assets acquired were the junior mortgage note receivable and warrant and both were cancelled 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). This resulted in a $7.5 million gain on the transfer of assets and an $83.7 million adjustment to additional paid-in capital for the cancellation of the warrant. Assignment and Assumption Agreement In connection with LEX’s agreement to purchase CFMF, Sven-Olof Lindblad (“Mr. Lindblad”) earned a success fee of $5.0 million from DVB for the purchase of CFMF (DVB was a partner in CFMF and the lender of LEX’s preexisting senior debt facility). On March 9, 2015, Mr. Lindblad and LEX entered into an Assignment and Assumption Agreement pursuant to which Mr. Lindblad (i) assigned and transferred to LEX his right to receive a $5.0 million fee payable to Mr. Lindblad personally by DVB and (ii) exercised his outstanding option to purchase 809,984 shares (converted from 2,857 shares at the merger date) of LEX’s stock for $0.1 million in aggregate exercise proceeds. In exchange for the assignment to LEX of the fee payable by DVB, all of Mr. Lindblad’s obligations under his loan agreement with LEX (the “Mr. Lindblad Loan Agreement”), which had a balance of principal and accrued interest of $2.8 million 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, LEX received the $5.0 million fee from DVB and compensated Mr. Lindblad $5.0 million (success fee compensation expense), which was paid by settling the $2.8 million outstanding amount of principal and interest owed and the aggregate exercise proceeds of $0.1 million payable in connection with the exercise of the option (above), and also offset by $2.1 million in required withholding taxes. Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: As of December 31, (In thousands) 2017 2016 Accounts payable $ 7,791 $ 7,573 Accrued other expense 7,001 5,999 Bonus compensation liabilty 3,736 4,186 New build liability 2,730 4,011 Employee liability 2,644 3,494 Refunds and commissions payable 1,805 1,454 Royalty payable 1,673 1,468 Income tax liabilities 1,490 884 Travel certificate liability 1,120 1,218 Accrued travel insurance expense 432 375 Total accounts payable and accrued expenses $ 30,422 $ 30,662 Leases The Company leases office space with lease terms ranging from one to ten years. The Company amortizes the total lease costs on a straight-line basis over the minimum lease term. The Company leases computer hardware and software and office equipment with lease terms ranging from three to six years. Fair Value Measurements and Disclosure Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at measurement date. Level 2 Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies. Level 3 Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available and includes situations where there is little market activity for the investment. The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses and unearned passenger revenue approximate fair value, due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of December 31, 2017 and 2016. As of December 31, 2017 and 2016, the Company had no other liabilities that were measured at fair value on a recurring basis. The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Income Taxes The U. S. Tax Cuts and Jobs Act (the “Tax Act”) introduces significant changes to U.S. income tax law that have a meaningful impact on our provision for income taxes. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded provisional amounts in our financial statements for the year ended December 31, 2017. Accounting for the income tax effects of the Tax Act requires significant judgments and estimates in the interpretation and calculations of the provisions of the Tax Act. The U.S. Treasury Department, the Internal Revenue Service (IRS), and other standard-setting bodies may issue guidance on how the provisions of the Tax Act will be applied or otherwise administered that is different from our interpretation. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the IRS or other standard-setting bodies, we may make adjustments to the provisional amounts that could materially affect our financial statements in the period in which the adjustments are made. The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. Significant management judgment is required in projecting ordinary income to determine the Company’s estimated effective tax rate. The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of our foreign and U.S. companies to determine the appropriate level of valuation allowances. The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes reflect the “more-likely-than-not” criteria of FASB’s authoritative guidance on accounting for uncertainty in income taxes, and it has established income tax reserves in accordance with this guidance where necessary. As of December 31, 2017 and 2016, the Company had a liability for unrecognized tax benefits of $0.4 million and $0.4 million, respectively, which was included in other long-term liabilities on the Company’s 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 years ended December 31, 2017 and 2016, interest and penalties on uncertain tax positions included in income tax expense was insignificant. The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year and three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and four prior years remain |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 3 – PROPERTY AND EQUIPMENT, NET Property and equipment, net are as follows: As of December 31, (In thousands) 2017 2016 Vessels and improvements $ 346,895 $ 267,415 Furniture and equipment 11,731 10,726 Leasehold improvements 1,425 1,425 Total property and equipment, gross 360,051 279,566 Less: Accumulated depreciation and amortization (109,099 ) (93,330 ) Property and equipment, net $ 250,952 $ 186,236 Total depreciation and amortization expense of the Company’s property and equipment for the years ended December 31, 2017, 2016 and 2015 were $15.8 million, $17.1 million and $11.3 million, respectively. For the year ended December 31, 2017, the Company had $80.5 million in capital expenditures, including capitalized interest, added to property and equipment, net. This amount primarily included $42.8 million for the two newbuild coastal vessels and $27.2 million toward the purchase of its new polar ice class vessel. The Company began to capitalize interest in January 2016 for its two newbuild coastal vessels, its renovation improvements to the National Geographic Endeavour II As part of the transition from National Geographic Endeavour National Geographic Endeavour II National Geographic Endeavour s National Geographic Endeavour |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2017 | |
Acquisition [Abstract] | |
ACQUISITION | NOTE 4 – ACQUISITION On May 4, 2016, the Company acquired an 80.1% ownership interest in Natural Habitat, an adventure travel and ecotourism company based in Colorado. The acquisition provides the Company with a platform to expand our land-based expeditions with a strong, trusted brand complimentary to Lindblad. In 2016, the Company incurred $1.0 million of acquisition costs related to the acquisition of Natural Habitat, which is included in general and administrative expenses of the Company’s consolidated statement of income. The Company recorded this transaction using the acquisition method for business combinations. The Company measured the identifiable assets, liabilities and non-controlling interest of Natural Habitat at their fair market value as of the acquisition date and separately measured goodwill at its fair market value as of the acquisition date. Goodwill is an intangible asset arising as a result of name, reputation, customer loyalty, location, products and similar factors not separately identified. The recorded goodwill has no tax basis and is therefore not tax deductible. The Company recognized a noncontrolling interest in Natural Habitat and measured the noncontrolling interest at fair value on the acquisition date. The noncontrolling interest is recognized as a redeemable noncontrolling interest to the extent that the risks and rewards of ownership substantially remain with the noncontrolling interest. Mr. Bressler’s noncontrolling interest in the remaining 19.9% interest in Natural Habitat is subject to a put/call arrangement. The arrangement between the Company and Mr. Bressler was established in order to provide a formal exit opportunity for Mr. Bressler and a path to 100% ownership for the Company. Mr. Bressler has a put option under certain conditions and subject to providing notice by October 31, 2020, that enables him, but does not obligate him, to sell his remaining interest in Natural Habitat on December 31, 2020. The Company has a call option, but not an obligation, with an expiration of December 31, 2025, under which it can buy Mr. Bressler’s remaining interest at a similar fair value measure as Mr. Bressler’s put option. These rights to purchase or sell the noncontrolling interest may be at a fixed or variable price, or at fair value, and may be exercisable on a fixed date or any time at some point in the future. The existence of these rights impacts (1) whether separate assets or liabilities should be recognized for these rights, (2) the classification of any minority ownership as a liability, equity or redeemable noncontrolling interest, and (3) the amount of earnings recognized in the financial statements. As the purchase prices indicated similar fair value measures, the put/call arrangement had been struck at fair value and each party is in agreement that the valuation is indicative of fair value, the asset and liability position would be netted and it is expected that the resulting value would be immaterial given the structure of the arrangement. As Mr. Bressler is responsible for the management of Natural Habitat, the risks and rewards of ownership substantially remain with the noncontrolling interest. The existence of the put/call arrangement does not indicate a separate obligation or liability for either party. Based on the existence of redemptive rights by Mr. Bressler, and the existence of risks and rewards of ownership, the noncontrolling interest was recorded separately as a redeemable noncontrolling interest. The put right is not redeemable unless notice is provided as per the requirements of the agreement. The total purchase price of the acquisition is as follows: (In thousands) Cash consideration $ 14,850 Long-term debt 2,525 Lindblad restricted shares (264,208 shares) 2,650 Total purchase price $ 20,025 Below is a summary, which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: (In thousands) Assets acquired: Cash and cash equivalents $ 4,904 Prepaid expenses and other current assets 9,623 Property and equipment 2,068 Goodwill and other intangibles 28,305 Total assets $ 44,900 Liabilities assumed: Accounts payable and accrued expenses $ 2,472 Unearned passenger revenues 15,000 Deferred tax liability 2,428 Noncontrolling interest in consolidated subsidiaries 4,975 Total liabilities $ 24,875 Total cash price paid upon acquisition and fair value of existing equity interest $ 20,025 The acquired business contributed revenues of $34.5 million and operating income of $2.2 million to Lindblad Expeditions for the period from May 5, 2016 to December 31, 2016. The following unaudited pro forma summary presents consolidated information of Lindblad Expeditions as if the business combination had occurred on January 1, 2015. Pro forma years ended December 31, (In thousands) 2016 2015 Revenues $ 254,567 $ 249,819 Operating income $ 15,345 $ 17,883 The Company adjusted $1.0 million for nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma earnings as a result of acquisition costs incurred by Lindblad Expeditions. These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Natural Habitat to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from January 1, 2015, with tax effects. |
Intangibles, Net
Intangibles, Net | 12 Months Ended |
Dec. 31, 2017 | |
Intangibles, Net [Abstract] | |
INTANGIBLES, NET | NOTE 5 – INTANGIBLES, NET The carrying amounts and accumulated amortization of the Company’s intangibles, net are as follows: As of December 31, 2017 2016 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames $ 2,900 $ (322 ) $ 2,578 13.3 $ 2,900 $ (129 ) $ 2,771 Customer lists 3,300 (1,100 ) $ 2,200 3.3 3,300 (440 ) $ 2,860 Operating rights 6,529 (1,753 ) $ 4,776 6.6 6,529 (1,028 ) $ 5,501 Total intangibles, net $ 12,729 $ (3,175 ) $ 9,554 7.7 $ 12,729 $ (1,597 ) $ 11,132 The decrease in the Company’s intangibles, net is the result of amortization expense associated with intangible assets acquired in connection with the acquisition of Natural Habitat on May 4, 2016. As part of the acquisition, the Company acquired Natural Habitat’s tradenames, customer lists and goodwill in the amounts of $2.9 million, $3.3 million and $22.1 million, respectively. The Company did not record a goodwill impairment charge for the year ended December 31, 2017. See Note 4 – Acquisitions, for additional information regarding this acquisition. The Company began amortizing operating rights with a gross carrying value of $6.5 million in July 2015 as a result of changes to cupos in the Galapagos National Park. See Note 2 – Summary of Significant Policies, Intangibles, net For the years ended December 31, 2017, 2016 and 2015, amortization expense for intangibles, net was $1.6 million, $1.3 million and $0.3 million, respectively. The Company expects amortization expense related to these intangibles, net to be $1.6 million for the years ended December 31, 2018, 2019 and 2020. For the year ended December 31, 2021 and 2022, we expect amortization expense to be $1.1 million and $0.9 million, respectively, with the balance of $2.8 million amortized thereafter. Amortization expense for tradenames, customer lists and operating rights were recorded in depreciation and amortization expense in the accompanying consolidated statements of operations. |
Letters of Credit
Letters of Credit | 12 Months Ended |
Dec. 31, 2017 | |
Letters of Credit [Abstract] | |
LETTERS OF CREDIT | NOTE 6 – LETTERS OF CREDIT As of December 31, 2017 and 2016, the Company had $1.15 million and $4.65 million, respectively, in letters of credit outstanding with financial institutions. The annual fee for letters of credit is 1% of the outstanding balance. The letters of credit are secured by a certificate of deposit maintained at the financial institutions and that mature in July 2018. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | NOTE 7 – LONG-TERM DEBT Note Payable On May 4, 2016, in connection with the Natural Habitat acquisition, Natural Habitat issued an unsecured promissory note to Mr. Bressler with an outstanding principal amount of $2.5 million due at maturity on December 31, 2020. The promissory note accrues interest at a rate of 1.44% annually, with interest payable every six months. Credit Facility On May 8, 2015, the Company entered into a credit agreement with Credit Suisse, as Administrative Agent and Collateral Agent (“Credit Agreement”) for a $150.0 million facility, which was subsequently increased to $175.0 million upon syndication on July 8, 2015 (“Amended Credit Agreement”), in the form of a $155.0 million U.S. term loan (the “U.S. Term Loan”) and a $20.0 million Cayman term loan for the benefit of the Company’s foreign subsidiaries (the “Cayman Loan,” and together with the U.S. Term Loan, the “Loans”). On March 7, 2016, the Company entered into a Restated Credit Agreement with Credit Suisse, amending its existing senior secured credit facility with Credit Suisse (“Restated Credit Facility”). The Restated Credit Facility provides for the Company’s existing $175.0 million senior secured first lien term loan facility and a new $45.0 million senior secured incremental revolving credit facility (“Revolving Credit Facility”), which includes a $5.0 million letter of credit subfacility. The Company’s obligations under the Restated Credit Facility are secured by substantially all the assets of the Company. Borrowings under the Loans bear interest at an adjusted ICE Benchmark Administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 4.50%. As of December 31, 2017, the interest rate was 6.34%. The Loans mature on May 8, 2021. Borrowings under the Revolving Credit Facility bear interest at an adjusted ICE Benchmark Administration LIBO Rate plus a spread of 4.00%, or, at the option of the Company, an alternative base rate plus a spread of 3.00%. The Company is also required to pay a 0.50% annual commitment fee on undrawn amounts under the Revolving Credit Facility, which matures on May 8, 2020. The Restated Credit Agreement (i) requires the Company to satisfy certain financial covenants as set forth in the Amended Credit Agreement; (ii) limits the amount of indebtedness the Company may incur; (iii) limits the amount the Company may spend in connection with certain types of investments; (iv) requires the delivery of certain periodic financial statements and an operating budget and (v) requires the mortgaged vessels and related inventory to be maintained in good working condition. As of December 31, 2017, the Company was in compliance with the covenants. Borrowings under the Revolving Credit Facility will be used for general corporate and working capital purposes and related fees and expenses. As of December 31, 2017, the Company had no borrowings under the Revolving Credit Facility. For the years ended December 31, 2017, 2016 and 2015, deferred financing costs charged to interest expense were $2.2 million, $2.2 million and $3.6 million, respectively. Senior Secured Credit Agreement On January 8, 2018, the Company and its indirect, wholly-owned subsidiary (the “Borrower”) entered into a senior secured credit agreement (the “Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (together with Citi, the “Lenders”). Pursuant to the Export Credit Agreement, the Lenders have agreed to make available to the Borrower, at the Borrower’s option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $107.7 million for the purpose of providing financing for up to 80% of the purchase price of the Company’s new expedition ice-class cruise vessel targeted to be completed in January 2020. Seventy percent of the loan will be guaranteed by Garantiinstituttet for Eksportkreditt, the official export credit agency of Norway. If drawn upon, the loan will be made at the time of delivery of the vessel. At the Borrower’s election, the loan will bear interest either at a fixed interest rate effectively equal to 5.78% or a floating interest rate equal to three-month LIBOR plus a margin of 3.00% per annum. The loan will amortize quarterly based on a twelve-year profile, with 70% maturing over twelve years from drawdown, and 30% maturing over five years from drawdown. The loan will be secured by a first priority mortgage over the new vessel and the assignment of related insurances. The Export Credit Agreement also contains customary events of default and mandatory prepayment events for, among other things, non-payment, breach of covenants, default on certain other indebtedness, certain large judgments and a change of control of the Company or the Borrower. In addition to paying interest on any outstanding loans under the facility, the Borrower is required to pay customary coordination, arrangement, agency, collateral and commitment fees. Amounts drawn under the Export Credit Agreement may be voluntarily prepaid at any time subject to customary breakage costs. All obligations of the Borrower under the Export Credit Agreement are guaranteed by the Company. Long-Term Debt Outstanding As of December 31, 2017 and 2016, the following long-term debt existed: As of December 31, 2017 2016 (In thousands) Principal Deferred Financing Costs, net Balance Principal Deferred Financing Costs, net Balance Note payable $ 2,525 $ - $ 2,525 $ 2,525 $ - $ 2,525 Credit Facility 170,625 (7,214 ) 163,411 172,375 (9,022 ) 163,353 Total long-term debt 173,150 (7,214 ) 165,936 174,900 (9,022 ) 165,878 Less current portion (1,750 ) - (1,750 ) (1,750 ) - (1,750 ) Total long-term debt, non-current $ 171,400 $ (7,214 ) $ 164,186 $ 173,150 $ (9,022 ) $ 164,128 Future minimum principal payments of long-term debt are as follows: Year Amount (In thousands) 2018 1,750 2019 1,750 2020 4,275 2021 165,375 $ 173,150 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 8 — INCOME TAXES The Company (a “C” Corporation) provides for income taxes based on the Federal and state statutory rates on taxable income. U.S. and foreign components of income before incomes taxes for the years ended December 31, 2017, 2016 and 2015 are presented below: For the years ended December 31, (In thousands) 2017 2016 2015 Domestic $ (10,423 ) $ (8,696 ) $ (3,700 ) Foreign 12,896 10,555 20,793 Total $ 2,473 $ 1,859 $ 17,093 The income tax provisions at December 31, 2017, 2016 and 2015 are comprised of the following: For the years ended December 31, (In thousands) 2017 2016 2015 Current Federal $ (15 ) $ - $ (38 ) State 529 51 (3 ) Foreign - Other 1,062 164 805 Total current 1,576 215 764 Deferred Federal 8,168 (3,015 ) (3,140 ) State 242 (426 ) (247 ) Foreign - Other 16 26 (26 ) Total deferred 8,426 (3,415 ) (3,413 ) Income tax expense (benefit) $ 10,002 $ (3,200 ) $ (2,649 ) The U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21%, transitions the U.S international taxation from a worldwide tax system to a territorial system, and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. In addition, in 2017 we were subject to a one-time transition tax on accumulated foreign subsidiary earnings not previously subject to U.S. income tax. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we have made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of December 31, 2017. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018. Provisional amounts for the following income tax effects of the Tax Act have been recorded as of December 31, 2017 and are subject to change during 2018. One-time transition tax The Tax Act requires us to increase our U.S. taxable income for accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8% on the remaining earnings. We recorded a provisional amount for our one-time transitional tax liability as a reduction of net operating loss carryforwards totaling $14.5 million. We have recorded provisional amounts based on estimates of the effects of the Tax Act as the analysis requires significant data from our foreign subsidiaries that is not regularly collected or analyzed. Additional work is necessary to do a more detailed analysis of historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. Deferred tax effects The Tax Act reduces the U.S. statutory tax rate from 35% to 21% for years after 2017. Accordingly, we have remeasured our deferred taxes as of December 31, 2017 to reflect the reduced rate that will apply in future periods when these deferred taxes are settled or realized. We recognized a deferred tax benefit of $1.8 million to reflect the reduced U.S. tax rate and other effects of the Tax Act. Although the tax rate reduction is known, we have not collected the necessary data to complete our analysis of the effect of the Tax Act on the underlying deferred taxes and as such, the amounts recorded as of December 31, 2017 are provisional. The net tax expense recognized in 2017 related to the Tax Act was $12.7 million. As we complete our analysis of the Tax Act and incorporate additional guidance that may be issued by the U.S. Treasury Department, the IRS or other standard-setting bodies, we may identify additional effects not reflected as of December 31, 2017. A reconciliation of the U.S. federal statutory income tax (benefit) expense to the Company’s effective income tax provision is as follows: For the years ended December 31, 2017 2016 2015 Tax provision at statutory rate – federal 35.0 % 35.0 % 35.0 % U.S. tax reform toll charge 562.2 % 0.0 % 0.0 % Tax rate change deferred revaluation (63.3 %) 0.0 % 0.0 % Tax provision at effective state and local rates 23.9 % (21.1 %) (1.5 %) Foreign tax rate differential (158.3 %) (216.4 %) (46.5 %) GAAP gain on transfer of assets 0.0 % 0.0 % (15.3 %) Transaction costs 0.0 % 0.0 % 8.3 % Subpart F income 0.0 % 0.0 % 5.2 % Nondeductible expenses 6.5 % 51.7 % 0.0 % Uncertain tax provisions 1.2 % 0.2 % 0.2 % Valuation allowance 2.8 % 22.1 % 0.6 % Prior period adjustments 11.2 % (37.7 %) 0.0 % Stock compensation (9.5 %) 0.0 % 0.0 % Tax credits (7.3 %) 0.0 % 0.0 % Other 0.0 % (5.9 %) (1.5 %) Total effective income tax rate 404.4 % (172.1 %) (15.5 %) The Company, through its subsidiaries and affiliated entities in the U.S., the Cayman Islands, Ecuador and Australia are subject to US Federal, US state, Ecuadorian Federal and Australian Federal income taxes. The Cayman Islands do not impose federal or local income taxes. Deferred tax assets (liabilities) as of December 31, 2017 and 2016 are comprised of the following: As of December 31, (In thousands) 2017 2016 Net operating loss carryforward $ 16,292 $ 15,032 Property and equipment (8,880 ) (236 ) Valuation allowance (8,863 ) (8,795 ) Stock-based compensation 9 124 Intangibles (1,022 ) (1,923 ) Other 20 (84 ) Deferred tax (liabilities) assets $ (2,444 ) $ 4,118 The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carryback year(s) if carryback is permitted under applicable tax law; and (iv) tax planning strategies. As of December 31, 2017, the Company had deferred tax assets related to Australian loss carryforwards of approximately $22.7 million and capital loss carryforwards of $6.8 million, which may be carried forward indefinitely. The Company also had deferred tax assets related to U.S. loss carryforwards of $26.8 million, which begin to expire in 2027. The timing and manner in which the Company will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future as a result of changes in the Company’s ownership and any limitations imposed by the jurisdictions in which the Company operates. As a result of the transition to the territorial tax regime effectuated by the Tax Act described above, any potential dividends from our foreign subsidiaries would no longer be subject to tax in the United States. We continue to assert our prior position regarding the repatriation of historical foreign earnings from our Ecuadorian and Australian subsidiaries. We currently have no intention to remit any additional undistributed earnings of our Ecuadorian and Australian subsidiaries in a taxable manner. We no longer remain permanently reinvested in the earnings of our Cayman subsidiary. No taxes have been accrued as a result of this change because no taxes are expected to be imposed by either the United States or the Cayman Islands upon such a remittance. The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Significant judgment is required in evaluating tax positions and determining the provision for income taxes. The Company establishes liabilities for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits and does not include related interest and penalties for the years ended December 31, 2017, 2016 and 2015: For the years ended December 31, (In thousands) 2017 2016 2015 Beginning of year $ 447 $ 473 $ 447 Current year positions - (26 ) 26 Prior year positions (26 ) - - End of year $ 421 $ 447 $ 473 The amount of uncertain tax positions that, if recognized, would impact the effective tax rate at December 31, 2017 and 2016 was $0.3 million. Any changes in the next twelve months are not anticipated to have significant impact on the results of operations, financial position or cash flows of the Company. The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2017, 2016 and 2015, interest and penalties included in income tax expense were not significant. The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year and the three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the four prior years remain subject to examination by tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases office space and equipment under long-term leases, which are classified as operating leases. Future minimum rental commitments, under non-cancellable operating leases as of December 31, 2017 are as follows: Minimum Lease For the years ended December 31, Payments (In thousands) 2018 $ 936 2019 1,154 2020 1,094 2021 1,049 2022 1,104 Thereafter 2,737 $ 8,074 The amounts above include the future minimum rental commitment of $3.1 million related to the 88 months lease for the shoreside facility in Seattle that was executed February 8, 2018. Rent expense was approximately $1.2 million, $1.1 million and $0.9 million for the years ended December 31, 2017, 2016 and 2015, respectively. These amounts are recorded within general and administrative expenses on the accompanying consolidated statements of operations. Fleet Expansion On December 2, 2015, the Company entered into two separate Vessel Construction Agreements, (collectively, the “Agreements”) with Ice Floe, LLC, a Washington limited liability company doing business as Nichols Brothers Boat Builders (the “Builder”). The Agreements provide for the Builder to construct two new 236-foot 100-passenger cruise vessels. The company paid Ice Floe LLC $53.6 million related to the National Geographic Quest National Geographic Venture National Geographic Venture In November 2017, the Company entered into an agreement with Ulstein Verft to construct a polar ice class vessel with a total purchase price of 1,066.0 million Norwegian Kroner (NOK). Subsequently, LME exercised its right to make payments in United States Dollars, which resulted in a purchase price of $134.6 million, including hedging costs. The purchase price is subject to potential adjustments from contract specifications for variations in speed, deadweight, fuel consumption and delivery date, and is due in installments. The first twenty percent of the purchase price was paid shortly after execution of the Agreement with the remaining eighty percent due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in January 2020, with potential accelerated delivery to November 2019. The contract also includes options to build two additional ice class vessels, the first for delivery twelve months after the initial vessel and the second for delivery twelve months thereafter. Royalty Agreement – National Geographic The Company is engaged in an alliance and license agreement with National Geographic, which allows the Company to use the National Geographic name and logo. In return for these rights, the Company is charged a royalty fee. The royalty fee is included within selling and marketing expense on the accompanying consolidated statements of operations. The amount is calculated based upon a percentage of certain ticket revenues less travel agent commission, including the revenues received from cancellation fees and any revenues received from the sale of voyage extensions. A voyage extension occurs when a guest extends his or her trip with pre- or post-voyage hotel nights and is included within tour revenues on the accompanying consolidated statements of operations. The royalty expense is recognized at the time of revenue recognition. See Note 2 – Summary of Significant Accounting Policies for a description of the Company’s revenue recognition policy. Royalty expense for the years ended December 31, 2017, 2016 and 2015 totaled $5.2 million, $4.9 million and $4.8 million, respectively. The balances payable to National Geographic as of December 31, 2017 and 2016 are $1.7 million and $1.5 million, respectively, and are included in accounts payable and accrued expenses on the accompanying consolidated balance sheets. In March 2015, Lindblad and National Geographic extended their alliance and license agreement until the year 2025. Payment of royalties earned during the extension period will be valued and recorded in the Company’s consolidated financial statements in a manner consistent with the foregoing disclosure. In connection with the merger on July 8, 2015, the Company, Mr. Lindblad and National Geographic entered into a Call Option agreement where Mr. Lindblad agreed to grant National Geographic an option to purchase 2,387,499 of Mr. Lindblad’s shares in the Company as consideration for the assumption of the alliance and license agreements and the tour operator agreement. The Company recorded a $13.8 million long-term asset using a fair value of $5.76 per option share. The Company is amortizing the cost until March 31, 2020. For the years ended December 31, 2017 and 2016, the Company recorded amortization of the National Geographic fee of $2.9 million and $2.9 million, respectively, within selling and marketing expense on the consolidated statements of operations. The asset was valued using a Black-Scholes valuation method with the following assumptions: Stock price at July 9, 2015: $ 10.75 Exercise price: $ 10.00 Expected term: 5 years Volatility: 60 % Risk free rate: 1.58 % Dividend rate: 0 % Royalty Agreement – World Wildlife Fund Natural Habitat has a license agreement with World Wildlife Fund, which allows it to use the WWF name and logo. In return for these rights, Natural Habitat is charged a royalty fee and a fee based on annual gross sales. The fees are included within selling and marketing expense on the accompanying consolidated statements of operations. The annual royalty payment and gross sales fees are paid on a quarterly basis. For the years ended December 31, 2017 and 2016, these fees totaled $0.6 million and $0.5 million, respectively. Royalty Agreement – Islander Under a perpetual royalty agreement, the Company is obligated to pay a third party, based upon net revenues generated through tours conducted on the National Geographic Islander million, $0.7 million and $0.7 million, respectively. 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 (In thousands) 2018 9,334 2019 5,241 Total $ 14,575 Other Commitments The Company participates, with other tour operators, in the Consumer Protection Insurance Plan sponsored by the United States Tour Operators Association (“USTOA”). The USTOA requires a $1.0 million performance bond, letter of credit or assigned certificate of deposit from its members to insure this plan. The Company has assigned a $1.0 million letter of credit to the USTOA to satisfy this requirement. This letter of credit will be used only if the Company becomes insolvent and cannot refund its customers’ deposits. The Company self-insures cancellation insurance extended to guests. Further, the Company contracts with an unrelated insurance company to administer the guest insurance program, which includes additional guest-related insurance coverage purchased by guests. In connection with the program, the Company has provided a $150,000 letter of credit to the insurance company to cover unpaid premiums. Operational Agreement The Company maintains an agreement with a third party in the Galápagos who provides operations support for the Company’s vessels stationed there. On February 11, 2015, the Company entered into a renewal agreement with Empresa Turistica Internacional C.A., the third-party company that provides advisory and administrative services along with the required actions for the secure and successful operation of the National Geographic Endeavour II National Geographic Islander Legal Proceedings The Company is involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business. In the opinion of management, there are no outstanding proceedings that are expected to have a material adverse effect on our financial position, results of operations or cash flows. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Employee Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 10 – EMPLOYEE BENEFIT PLAN The Company has a 401(k) profit sharing plan and trust for its employees. The Company matched 30% in 2017 and 25% in 2016 and 2015, respectively, of employee contributions up to annual maximum of $2,100 for 2017, $1,800 for 2016 and $1,500 for 2015. For the years ended December 31, 2017, 2016 and 2015, the Company’s benefit plan contribution amounted to $0.3 million, $0.2 million and $0.2 million, respectively. The benefit plan contribution is recorded within general and administrative expenses on the consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Capital Stock The Company has 1,000,000 shares of preferred stock authorized, $0.0001 par value and 200,000,000 shares of common stock authorized, $0.0001 par value. Capitol Initial Public Offering and Warrants In connection with its initial public offering, on May 15, 2013, Capitol 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 $200.0 million. Each unit consisted of one share of Capitol’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 until July 1, 2013 when separate trading of common stock and warrants began. In connection with the consummation of the merger with LEX, 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 that commenced thirty days after the completion of the merger between LEX and terminating five years thereafter. 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 will mean the average reported last sale price of the shares of common stock for the five 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. Certain of the outstanding warrants were privately acquired from the Company by Capitol’s sponsor and certain of the Company’s initial officers and directors and are identical to the warrants included in the units sold in the offering except that such warrants: (i) are 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. Stock and Warrant Repurchase Plan On November 2, 2016, the Company’s Board of Directors approved a $15.0 million increase to the Company’s existing stock and warrant repurchase plan (“Repurchase Plan”), to $35.0 million. This Repurchase Plan, which was authorized in November 2015, authorizes the Company to purchase from time to time the Company’s outstanding common stock and warrants. Any shares and warrants purchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors. The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the vesting of stock awards. All repurchases were made using cash resources. In 2015, the Company repurchased 2,091,618 warrants for $5.5 million. In 2016, the Company repurchased 2,821,995 warrants for $7.3 million and 308,718 shares of its common stock for $3.0 million. In 2017 the Company repurchased a total of 529,867 warrants for $1.1 million and 547,058 shares of common stock for $5.1 million pursuant to the Repurchase Plan. The Company has cumulatively repurchased 855,776 shares of common stock for $8.1 million and 5,443,480 warrants for $14.0 million, since plan inception. The balance as of February 26, 2018 for the repurchase plan was $12.1 million. 2017 Long-Term Incentive Compensation In March 2017, the Company’s compensation committee (or a subcommittee thereof) approved awards of restricted stock units (“RSUs”) and performance share units (“PSUs”) to key employees under the Company’s 2015 Long-Term Incentive Plan. The Company granted 171,388 RSUs on April 3, 2017 at a grant price of $8.98. The RSU’s will vest in equal installments on each of the first three anniversaries of the grant date, subject to the recipient’s continued employment or service with us or our subsidiaries on the applicable vesting date. The PSUs are performance-vesting equity incentive awards that will be earned based on our performance against metrics relating to annual Adjusted EBITDA, annual revenue, and guest satisfaction. Awards will vest after a three-year performance period and may be earned at a level ranging from 0%-200% of the number of PSUs granted, depending on performance. On April 3, 2017, the Company awarded 126,953 of targeted PSUs with the number of shares determined based upon the closing price of our common stock on March 31, 2017 of $8.96. Based on the financial statements as of December 31, 2017, the Company assessed the applicable metrics related to the PSU grants, determined the blended probability of achieving the performance metrics and valued the awards based on the fair value at the date of grant with the amount of stock compensation expense determined based on the number of PSU’s expected to vest. 2016 CEO Share Allocation Plan In April 2016, the Company’s Board of Directors adopted the 2016 CEO Share Allocation Plan (the “2016 Plan”) and in June 2016, the Company’s shareholders approved the 2016 CEO Share Allocation Plan, pursuant to which the Company will grant awards covering up to 1,000,000 shares of the Company’s common stock in the form of restricted stock, restricted stock units, and/or other stock- or cash-based awards to eligible employees and other service providers of the Company. The 2016 CEO Share Allocation Plan was adopted in connection with a contribution agreement that the Company entered into with Sven-Olof Lindblad, Chief Executive Officer and President of the Company, pursuant to which Mr. Lindblad will transfer up to 1,000,000 shares from his holdings of the Company’s common stock (i.e., an equivalent number of shares as is reserved for issuance under the 2016 CEO Share Allocation Plan) (the “Contribution Shares”) to the Company as a contribution to the capital of the Company. Mr. Lindblad will not receive any consideration in exchange for the Contribution Shares. However, as a condition to the contribution of any Contribution Shares, the Company must grant awards under the 2016 CEO Share Allocation Plan, such that the number of Contribution Shares that Mr. Lindblad actually contributes to the Company will equal the number of shares corresponding to awards granted under the plan. The contribution of the Contribution Shares by Mr. Lindblad to the Company will effectively reduce the number of shares of the Company’s common stock that are outstanding by the same number of shares that would be issued under the 2016 CEO Share Allocation Plan (or a lesser number in the event awards are settled in cash). Such contributions will be effective as of the date the Company grants corresponding awards under the 2016 CEO Share Allocation Plan. The administrator may amend, suspend or terminate the 2016 CEO Share Allocation Plan at any time. On January 10, 2017, Mr. Lindblad contributed to the Company and the Company thereafter granted, 716,550 restricted shares at a grant price of $9.65. The grants vest in three equal installments on January 10, 2017, January 10, 2018 and January 10, 2019. 2015 Long-Term Incentive Plan In July 2015, the Company’s Board of Directors and shareholders approved the 2015 Long-Term Incentive Plan (the “2015 Plan”), which is administered by the Board of Directors, allowing the Company to issue up to 2,500,000 shares of its common stock to employees, consultants and non-employee directors. The 2015 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock or cash-based awards. The Board of Directors has the authority to determine the amount and type of each award. The 2015 Plan expires on July 8, 2025. All options granted under the 2015 Plan will be at exercise prices not less than 100% of the fair market value of the Company’s common stock on the date of grant. Performance Share Units Performance shares are shares of stock granted to an employee, non-employee director or other service providers for which sale is prohibited for a specified period of time. PSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain vesting conditions are met. The Company does not deliver the shares associated with the PSUs to the employee, non-employee director or other service providers until the vesting conditions are met. The following table is a summary of restricted stock and PSU activity under the Company’s 2015 Plan: PSU’s Weighted Average Grant Date Fair Value PSUs unvested as of December 31, 2016 - $ - Granted 126,953 8.98 Vested - - Forfeited (39,161 ) 8.98 PSUs unvested as of December 31, 2017 87,792 $ 8.98 Restricted Shares and Restricted Share Units Restricted shares are shares of stock granted to an employee, non-employee director or other service providers for which sale is prohibited for a specified period of time. RSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain vesting conditions are met. The Company does not deliver the shares associated with the RSUs to the employee, non-employee director or other service providers until the vesting conditions are met. The following table is a summary of restricted stock and RSU activity under the Company’s 2015 Plan: Restricted Shares and RSU’s Weighted Average Grant Date Fair Value Restricted shares and RSUs outstanding as of December 31, 2016 202,091 $ 9.90 Granted 940,147 9.56 Vested (299,951 ) 9.72 Forfeited (63,945 ) 9.41 Restricted shares and RSUs outstanding as of December 31, 2017 778,342 $ 9.60 Stock Options Stock compensation expense related to options are recorded based on the fair value of stock option grants, amortized on a straight-line basis over the employee’s required service period. The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of employee stock options granted under the Lindblad Plan and 2015 Plan were estimated using the following assumptions: Option grants Weighted Average 12/11/14 11/10/15 2016 Stock price $ 5.02 $ 10.58 $ 9.63 Exercise price 1.76 10.58 9.63 Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 60.00 % 60.00 % 60.00 % Risk-free interest rate 2.19 % 1.72 % 1.18 % Expected term in years 5.11 5.11 5.11 The following table is a summary of activity under the Lindblad Plan and 2015 Plan : Weighted Weighted Average Option Average Exercise Contractual Life Aggregate Intrinsic Shares Price (Years) Value Options outstanding as of December 31, 2016 2,130,848 $ 2.57 2.8 $ 14,654,221 Granted - - Exercised 955,424 1.76 Forfeited - - Options outstanding as of December 31, 2017 1,175,424 $ 3.23 2.4 $ 7,707,255 Exercisable as of December 31, 2016 - - Vested # 955,424 1.76 Exercised (955,424 ) 1.76 Forfeited - - Exercisable as of December 31, 2017 - - - # Vested shares do not include 955,424 shares vested as of December 31, 2017 but not exercisable until January 1, 2018. Stock Compensation Expense Stock-based compensation expense for 2017, 2016 and 2015 was $10.6 million, $5.4 million and $4.9 million, respectively, and is included in general and administrative expenses. The total income tax benefit recognized for stock based compensation plans for 2017, 2016 and 2015 was $0.1 million, $0.1 million and $1.3 million, respectively. As of December 31, 2017, unrecognized stock-based compensation costs were $6.0 million. This amount is expected to be recognized over a weighted average period of approximately one year. |
Related Party Transactions St
Related Party Transactions Stockholder Loans | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions - Stockholder Loans [Abstract] | |
RELATED PARTY TRANSACTIONS - STOCKHOLDER LOANS | NOTE 12 – RELATED PARTY TRANSACTIONS – STOCKHOLDER LOANS Other than as described below, since January 1, 2015, the Company has not entered into, and there are no currently proposed, related party transactions. Capitol Acquisition Corp. II All of the initial shares of common stock issued by Capitol to its sponsor and initial shareholders (Capitol Acquisition Management 2 LLC, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha) were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until one year after the date of the consummation of the Capitol’s merger with Lindblad (July 8, 2016) including certain founder forfeiture shares which are subject to forfeiture in the event the last sales price of our 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 July 8, 2015. The portion of the founder shares not subject to forfeiture were released from escrow following July 8, 2016. The founder forfeiture shares remain in escrow and will be released from escrow when and if the conditions for release set forth above are satisfied. Commencing on May 10, 2013, Capitol paid Venturehouse Group, LLC, an affiliate of Mark D. Ein, a fee of $7,500 per month for providing Capitol with office space and certain office and administrative services through the initial business combination of July 8, 2015. This arrangement was solely for Capitol’s benefit and was not intended to provide Mr. Ein compensation in lieu of a salary. For the year ended December 31, 2015, the aggregate cash fee paid to Venturehouse Group, LLC was $45.0 thousand. To meet Capitol’s working capital needs, from time to time, Capitol’s officers, directors, initial shareholders or their affiliates loaned Capitol funds in their sole discretion prior to the initial business combination. The aggregate amount of the loans was approximately $1.6 million. All loans were repaid upon consummation of the Company’s initial business combination, without interest, with the exception of $0.5 million of the notes that were converted into warrants at a price of $1.00 per warrant at such time. The holders of Capitol’s initial shares, as well as the holders of the sponsor warrants and all note conversion warrants are entitled to registration rights pursuant to an agreement signed in connection with Capitol’s initial public offering. The Company filed a Form S-3 resale registration statement required by such registration rights agreement that was declared effective by the Securities and Exchange Commission on September 16, 2015. Capitol reimbursed its officers and directors for reasonable out-of-pocket business expenses incurred by them in connection with certain activities on its behalf such as identifying and investigating possible target businesses and business combinations prior to the initial business combination. As of July 8, 2015, Capitol had reimbursed its initial shareholders approximately $0.1 million for out-of-pocket business expenses incurred by them in connection with activities on its behalf. Other than the fees described above and reimbursable out-of-pocket expenses payable to Capitol’s officers and directors, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, were paid to any of Capitol’s initial shareholders, including its officers or directors, or to any of their respective affiliates, prior to or for services rendered in connection with the business combination. Lindblad Expeditions, Inc. On November 3, 2014, LEX and Sven-Olof Lindblad entered into a certain Loan and Security Agreement (“Loan Agreement”) and a certain Promissory Note made by Mr. Lindblad in favor of LEX for a maximum aggregate principal amount of up to $3.5 million. The interest rates of the Promissory Note were the applicable federal rate for loans of equal tenor for the months in which amounts were provided to Mr. Lindblad by LEX, as published by the Internal Revenue Service for purposes of Section 1274(d) of the Internal Revenue Code. Mr. Lindblad pledged his right, title and interest in and to all of the issued and outstanding shares of capital stock of LEX held by him to LEX as collateral for repayment of the Promissory Note. The Promissory Note was satisfied and the Loan Agreement terminated on March 9, 2015 pursuant to the Assignment and Assumption Agreement described below. Prior to such satisfaction and termination, approximately $2.8 million had been advanced by LEX to Mr. Lindblad and no principal or interest had been repaid by Mr. Lindblad. On March 9, 2015, Mr. Lindblad and LEX entered into an Assignment and Assumption Agreement pursuant to which Mr. Lindblad (i) assigned and transferred to LEX his right to receive a $5.0 million fee payable by DVB and (ii) exercised his outstanding option to purchase 2,857 shares of LEX’s stock for an aggregate exercise price of $92.5 thousand. In exchange for the assignment to LEX of the fee payable by DVB, all of Mr. Lindblad’s obligations under the Loan Agreement described above were deemed satisfied in full, the 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. Following receipt of the fee from DVB, LEX paid to Mr. Lindblad an amount equal to (a) the fee paid by DVB, less (b) the outstanding amount of principal and interest owed under the Loan Agreement at the time of entry into the Assignment and Assumption Agreement, the aggregate exercise price payable in connection with the exercise of the option, and a collection premium equal to one percent of the outstanding amount of principal and interest payable in connection with the loan, and less (c) any required withholding taxes. Prior to the debt refinancing and the completion of the purchase of CFMF on May 8, 2015, CFMF served as the junior lender pursuant to LEX’s junior credit facility. CFMF was deemed to have control of LEX through (a) CFMF’s possession of a warrant to purchase 60% of LEX for nominal consideration that could be exercised at any time and (b) a shareholder agreement between CFMF and LEX under which CFMF was declared to be in control of LEX and for which CFMF was awarded two of the three seats on LEX’s Board of Directors. On December 11, 2014, LEX entered into a Profit Participation Loan Purchase Agreement with 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 LEX to purchase the financial and equity interests in CFMF in order to recapture and extinguish a warrant to purchase 60% of the outstanding equity of LEX on a fully diluted basis. On December 11, 2014, the date of the purchase agreements, an initial payment of $25.0 million was made to DVB under the Profit Participation Loan Purchase Agreement. The remaining payments of (i) $22.7 million to DVB, (ii) $48.4 million 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. DVB served as agent and security trustee under LEX’s credit facilities prior to the refinancing on May 8, 2015, and was one of the Senior Lenders under the then current senior credit facility. In connection with the purchase of CFMF completed on May 8, 2015, the senior credit facility was paid off and the junior credit facility was cancelled. The Company and National Geographic collaborate on exploration, research, technology and conservation in order to provide travel experiences and disseminate geographic knowledge around the globe. The Lindblad/National Geographic alliance is set forth in (i) an Alliance and License Agreement and (ii) a Tour Operator Agreement. During calendar year 2017, LEX paid an aggregate of $5.2 million to National Geographic under these agreements, which are included within selling and marketing expenses on the accompanying consolidated statements of operations. The extension of the agreements between LEX and National Geographic in connection with the mergers was contingent on the execution by Mr. Lindblad of an option agreement granting National Geographic the right to purchase from Mr. Lindblad, for a per share price of $10.00 per share, five percent of the issued and outstanding shares of Capitol’s common stock as July 8, 2015, including all outstanding options, warrants or other derivative securities (excluding options granted under the 2015 Plan, 15,600,000 shares issuable upon the exercise of warrants and 1,250,000 shares of escrowed common stock, unless such escrowed shares are released from escrow, in which case such shares will be included in the 5% calculation). On May 4, 2016, in connection with the Natural Habitat acquisition, Natural Habitat issued an unsecured promissory note to Mr. Bressler with an outstanding principal amount of $2.5 million due at maturity on December 31, 2020. In connection with the mergers, the shareholders of Capitol prior to its initial public offering — Capitol Acquisition Management 2 LLC, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha —collectively agreed to make a charitable contribution of an aggregate of 500,000 founder’s shares in Capitol to the Lindblad Expeditions – National Geographic Joint Fund for Exploration and Conservation (“LEX-NG Fund”), established by National Geographic, for no additional consideration. The LEX-NG Fund is managed jointly by a Lindblad staff member and a National Geographic staff member and the board is comprised of five members with Mr. Lindblad acting as Chairman. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 13 – SEGMENT INFORMATION During the second quarter of 2016, the Company completed its acquisition of Natural Habitat. As a result of the acquisition, the Company updated its reporting information and its operating segments to add Natural Habitat as a separate operating and reporting segment. As of December 31, 2017 and 2016, total assets for the Lindblad segment and Natural Habitat segment were $382.7 and $49.6 and $366.0 million and $41.7 million, respectively. As of December 31, 2017 and 2016, there were $4.8 and $5.5 million, respectively, of intangibles, net related to the Lindblad segment. As of December 31, 2017 and 2016 there were $22.1 million in goodwill and $4.8 and $5.6 million in intangibles, respectively, net on the accompanying consolidated balance sheet that were related to the Natural Habitat segment. For the years ended December 31, 2017 and 2016, amortization of tradenames of $0.2 million and $0.1 million, respectively, and customer lists of $0.7 million and $0.5 million, respectively, were related to the Natural Habitat segment. For the years ended December 31, 2017 and 2016 there were $1.4 million and $0.9 million in depreciation and amortization expense and $0.7 and $0.1 million in capital expenditures, respectively, related to the Natural Habitat segment. There were $2.0 and $0.5 million in intercompany tour revenues between the Lindblad and Natural Habitat segments eliminated in consolidation for the years ended December 31, 2017 and 2016, respectively. For the years ended December 31, 2017, 2016 and 2015, amortization expense related to operating rights were $0.7, $0.7 and $0.3 million, respectively, for the Lindblad segment. Capital expenditures for the years ended December 31, 2017, 2016 and 2015 were $79.8, $75.9 and $14.8 million, respectively, for the Lindblad segment. Depreciation and amortization expense for the years ended December 31, 2017, 2016 and 2015 were $16.0, $18.0 and $11.6 million, respectively, for the Lindblad segment. The Company evaluates the performance of its business segments based largely on tour revenues and operating income, and results of the segments without allocating other income and expenses, net, income taxes and interest expense, net. For the years ended December 31, 2017, 2016 and 2015, the following operating results were: For the years ended December 31, (In thousands) 2017 2016 Change % 2015 Change % Tour revenues: Lindblad $ 216,815 $ 207,836 $ 8,979 4 % $ 209,985 $ (2,149 ) (1 %) Natural Habitat* 49,689 34,510 15,179 44 % - 34,510 NA Total tour revenues $ 266,504 $ 242,346 $ 24,158 10 % $ 209,985 $ 32,361 15 % Operating income: Lindblad $ 7,292 $ 11,794 $ (4,502 ) (38 %) $ 15,502 $ 3,708 (24 %) Natural Habitat* 3,452 2,187 1,265 58 % - (2,187 ) NA Total operating income $ 10,744 $ 13,981 $ (3,237 ) (23 %) $ 15,502 $ 1,521 (10 %) * The 2016 Natural Habitat segment results represent activity from acquisition date of May 2016 through December 31, 2016. |
Quarterly Financial Data - Unau
Quarterly Financial Data - Unaudited | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data - Unaudited [Abstract] | |
QUARTERLY FINANCIAL DATA - UNAUDITED | NOTE 14 – QUARTERLY FINANCIAL DATA – UNAUDITED The following is the quarterly financial data for the years ended December 31, 2017 and 2016: 2017 (In thousands, except per share data) First Second Third Fourth Year Tour revenues $ 63,128 $ 55,571 $ 84,584 $ 63,221 $ 266,504 Gross profit $ 30,525 $ 26,874 $ 46,104 $ 27,475 $ 130,978 Net income (loss) $ 625 $ (2,578 ) $ 9,443 $ (15,019 ) $ (7,529 ) Diluted earnings (loss) per share $ 0.01 $ (0.06 ) $ 0.20 (0.36 ) $ (0.19 ) 2016 (In thousands, except per share data) First Second Third Fourth Year Tour revenues $ 61,573 $ 53,871 $ 70,774 $ 56,128 $ 242,346 Gross profit $ 36,299 $ 24,481 $ 38,328 $ 24,261 $ 123,369 Net income (loss) $ 10,467 $ (4,494 ) $ 7,447 $ (8,361 ) $ 5,059 Diluted earnings (loss) per share $ 0.23 $ (0.10 ) $ 0.16 $ (0.19 ) $ 0.10 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The merger with LEX has been accounted for as a reverse acquisition. Under this method of accounting, Capitol has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on LEX comprising the ongoing operations and assets of the combined entity and LEX senior management comprising the senior management of the combined company. In accordance with guidance applicable to these circumstances, the merger has been considered to be a capital transaction in substance. Accordingly, for accounting purposes, the merger has been treated as the equivalent of LEX issuing shares for the net assets of Capitol, accompanied by a recapitalization. The net assets of Capitol have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the merger are those of LEX. Additionally, the historical financial statements of LEX are now reflected as those of the Company. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company included Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries. Natural Habitat’s balance sheet as of December 31, 2016 and results of operations for the period beginning May 5, 2016 and ending December 31, 2016 are included in the Company’s consolidated financial statements. |
Reclassifications | Reclassifications We have reclassified certain prior period amounts to conform to the current period presentation, with no impact on consolidated net income or cash flows. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets, liabilities, revenues and expenses. Actual results could differ from such estimates. Management estimates include determining the estimated lives of long-lived 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 assessing its litigation, other legal claims and contingencies. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary. |
Revenue Recognition | Revenue Recognition Tour revenues consist of guest ticket revenues recognized from the sale of guest tickets and other tour revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, goods and services rendered onboard that are not included in guest ticket prices, insurance proceeds, trip insurance and cancellation fees. Revenues from the sale of guest tickets and other tour revenues are recognized gross, as the Company has the primary obligation in the arrangement, has discretion in supplier selection and is involved in the determination of the service specifications. The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, and trip insurance. Guest tour deposits represent unearned revenues and are included as unearned passenger revenues in the consolidated balance sheet when received. Guest deposits are subsequently recognized as tour revenues on the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, where the tour days span a quarter end or year end, the Company recognizes revenue based upon expedition days earned. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. Revenues from the sale of additional goods and services rendered onboard are recognized upon purchase. |
Insurance | Insurance The Company maintains insurance to cover a number of risks including illness and injury to crew, guest injuries, pollution, other third-party claims in connections with its tour expedition activities, damages to hull and machinery for each of its vessels, war risks, workers’ compensation, employee health, directors’ and officers’ liability, property damages and general liabilities for third-party claims. The Company recognizes insurance recoverable from third-party insurers for incurred expenses at the time the recovery is probable and upon realization for amounts in excess of incurred expenses. All of the Company’s insurance policies are subject to coverage limits, exclusions and deductible levels. For the years ended December 31, 2017 and 2016, the Company self-insures for medical insurance claims up to $100,000 and $60,000, respectively. In addition, for the years ended December 31, 2017 and 2016 the Company maintains Stop Loss coverage for medical claims in excess of the $100,000 and $60,000, respectively, which have an aggregate deductible of $57,500. As of December 31, 2017 and 2016, the Company recorded a liability for Incurred-But-Not-Recorded (“IBNR”) medical claims, which was determined based on claims experience over the prior four years. The Company also extends cancellation insurance to guests. The Company uses an insurance company to manage passenger insurance purchased to cover a variety of insurable losses including cancellations, interruption, missed connections, travel delays, accidental death and dismemberment, medical coverage and baggage issues. The Company is self-insured for the claims only which cover cancellations, interruption, missed connections and travel delays. The required reserve was determined based on claims experience over the prior four years. While the Company believes its estimated IBNR and accrued claims reserves are adequate, the ultimate losses may differ. The Company participates in a traditional marine industry reinsurance solution for liability exposure through their Protection and Indemnity (“P&I Club”) Reinsurers, which are similar to mutual marine P&I Club’s that join and severally indemnify each other to provide discounted primary and excess Protection and Indemnity coverage to club members. The resulting aggregated surplus of the clubs combines to provide the Company with below market primary and high excess liability coverage for covered losses. For consideration of long-term below market P&I rates, the joint and several liability obligation requires the down-stream indemnification by their members, including the Company. |
General and Administrative Expense | General and Administrative Expense Administrative expenses primarily represent the costs of our shore-side vessel support, reservations and other administrative functions, and includes salaries and related benefits, professional fees and occupancy costs. |
Selling and Marketing Expense | Selling and Marketing Expense Selling and marketing expenses include commissions and a broad range of advertising and marketing expenses. These include direct mail, print and online advertising costs, as well as costs associated with website development and maintenance. Also included are social media and corporate sponsorship costs. Advertising is charged to expense as incurred. Advertising expenses totaled $16.4 million, $14.7 million and $13.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. The largest component of advertising expense was direct mail, which totaled $6.3 million, $5.5 million and $5.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
Earnings per Common Share | Earnings per Common Share Earnings per common share is computed by dividing net income available to common shareholders, by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares issuable upon the exercise of stock options (if such option is an equity instrument, using the treasury stock method). For the year ended December 31, 2017, there were no dilutive shares because the Company had a net loss. For the years ended 2016 and 2015, the Company determined, using the treasury method, there were 806,950 and 657,558, respectively, of dilutive common shares related to stock-based compensation. On July 8, 2015, as a result of the mergers and related to the reverse merger treatment and recapitalization, all historical weighted average common shares were adjusted by the exchange ratios established by the merger agreement. As of December 31, 2017 and 2016, 10,656,520 and 11,186,387 warrants, respectively, to purchase common stock at a price of $11.50 per share were outstanding. The Company determined these warrants were anti-dilutive and were not considered in the calculation of diluted weighted average shares outstanding. Prior to the mergers, 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 could have been issued for little consideration (an aggregate exercise price of $10.00), these shares were formerly deemed to be issued for purposes of basic earnings per share. Effective May 8, 2015, in connection with LEX closing on a transaction to purchase 100% of Cruise/Ferry Master Fund I, N.V. (“CFMF”), the warrant was cancelled. On July 8, 2015, as a result of the merger agreement, and the reverse merger treatment and recapitalization, these shares were not considered part of the recapitalization and therefore not included in basic or dilutive weighted average shares outstanding. For the year ended December 31, 2015, the Company excluded 1,912,833 (converted from 6,747 shares as a result of the merger) shares of common stock as these shares were subject to the warrants described above. For the years ended December 31, 2017, 2016 and 2015, the Company calculated earnings per share as follows: For the years ended December 31, (In thousands, except share and per share data) 2017 2016 2015 Net (loss) income available to common stockholders $ (8,661 ) $ 4,864 $ 19,742 Weighted average shares outstanding: Total weighted average shares outstanding, basic 44,576,912 45,649,971 44,917,829 Effect of dilutive securities: Assumed exercise of stock options, treasury method - 782,565 657,558 Assumed exercise of restricted shares, RSU’s, treasury method - 24,385 - Dilutive potential common shares - 806,950 657,558 Total weighted average shares outstanding, diluted 44,576,912 46,456,921 45,575,387 Net (loss) income per share available to Lindblad Basic $ (0.19 ) $ 0.11 $ 0.44 Diluted $ (0.19 ) $ 0.10 $ 0.43 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less, as well as deposits in financial institutions, to be cash and cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. The Company has not experienced any losses in such accounts. As of December 31, 2017 and 2016, the Company’s cash held in financial institutions outside of the U.S. amounted to $4.1 million and $2.7 million, respectively. |
Restricted Cash and Marketable Securities | Restricted Cash and Marketable Securities Included in “Restricted cash and marketable securities” on the accompanying 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 December 31, (In thousands) 2017 2016 Federal Maritime Commission escrow $ 4,186 $ 2,571 Credit negotiation and credit card processor reserves 1,530 5,030 Certificates of deposit and other restricted securities 1,341 1,414 Total restricted cash and marketable securities $ 7,057 $ 9,015 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow all unearned guest revenues collected for sailings from U.S. ports. At December 31, 2017 and 2016 a cash reserve of $1.5 million and $5.0 million, respectively, is required for credit card deposits by third-party credit card processors. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value. |
Marine Operating Supplies and Inventories | Marine Operating Supplies and Inventories Marine operating supplies consist primarily of fuel, provisions, spare parts, items required for maintenance and supplies used in the operation of marine expeditions. Marine operating supplies are stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out method. Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following: As of December 31, (In thousands) 2017 2016 Prepaid tour expenses $ 9,846 $ 11,593 Prepaid air expense 3,621 2,432 Prepaid client insurance 2,525 2,141 Prepaid marketing, commissions and other expenses 2,495 1,823 Prepaid corporate insurance 1,033 931 Prepaid port agent fees 1,022 1,038 Prepaid income taxes 809 824 Total prepaid expenses $ 21,351 $ 20,782 |
Property and Equipment, net | Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15-25 Furniture & equipment 5 Computer hardware and software 5 Leasehold improvements, including expedition sites and port facilities Shorter of lease term or related asset life The ship-based tour and expedition industry is very capital intensive. As of December 31 2017, the Company owned and operated seven vessels, including a new coastal vessel, the National Geographic Quest, National Geographic Venture, Vessel improvement costs that add value to the Company’s vessels, such as those discussed above, are capitalized to the vessels and depreciated over the shorter of the improvements or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. Internationally flagged ships have scheduled dockings approximately every 12 months, for a period of up to three to six weeks. |
Goodwill | Goodwill The authoritative guidance requires that goodwill be assessed annually for impairment. The Company completed the annual impairment test as of September 30, 2017 with no indication of goodwill impairment. Future impairment tests will be performed annually as of September 30, or sooner if warranted. See Notes 4 and 5 for further details on goodwill. |
Intangibles, net | Intangibles, net Intangibles, net include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Based on the Company’s analysis, amortization of the tradenames and customer lists were computed using the estimated useful lives of 15 and 5 years, respectively. The Company operates two vessels year-round in the Galápagos National Park in Ecuador; the National Geographic Endeavour II National Geographic Islander In June 2015, a new Ecuadorian Special Law for Protected Areas was approved and updated in November 2015. A Presidential Decree issued by President Correa of Ecuador in November 2015 established that cupos, which were in effect since July 2015, will have a validity of nine years. The Company’s operating rights are up for renewal in July 2024 and, based on the new law, the Company will begin the renewal process in 2020. The current “owners” of the cupos will have the opportunity to re-apply for them, but any other enterprise or individual will have the opportunity to bid for the cupos. All bidders must present proof that they fulfill the conditions to properly utilize the license (access to a vessel, experience in tourism, proven environmental behavior, marketing, etc.). While the Company believes that, based on the expected criteria to retain cupos and its past operating history in the Galápagos, there is a strong possibility that the Company will retain its cupos, from an accounting perspective, it will assume they retain no value after July 2024. Once the renewal process has begun and if it can be determined that the Company will be successful in its bid, then the Company will adjust its amortization prospectively. Operating rights are amortized over their remaining government mandated lives. Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangibles, net will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of December 31, 2017 and 2016, there was no triggering event and the Company did not record an impairment for intangible assets. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its vessels. As of December 31, 2017 and 2016, there was no triggering event and the Company did not record an impairment of its long-lived assets. In the first quarter of 2016, the Company reviewed the remaining useful life of the National Geographic Endeavour National Geographic Endeavour II National Geographic Endeavour’s |
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. In 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. On March 3, 2009, LEX issued a note payable to Cruise/Ferry Master Fund I, N.V. On December 11, 2014, LEX 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 LEX 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 LEX on a fully diluted basis. On December 11, 2014, the date of the purchase agreements, an initial payment of $25.0 million was made to DVB under the Profit Participation Loan Purchase Agreement. The remaining payments of (i) $22.7 million to DVB, (ii) $48.4 million to Buss Kreuzfahrtfonds 1 GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH & Co. KG, as increased by $0.3 million 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 LEX commenced liquidation procedures on CFMF. Utilizing the proceeds from the new loans, LEX also paid in full its preexisting senior debt facility in the amount of $39.8 million held by DVB. The investment in CFMF was liquidated subsequent to the purchase of CFMF on May 8, 2015. The CFMF assets acquired were the junior mortgage note receivable and warrant and both were cancelled 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). This resulted in a $7.5 million gain on the transfer of assets and an $83.7 million adjustment to additional paid-in capital for the cancellation of the warrant. |
Assignment and Assumption Agreement | Assignment and Assumption Agreement In connection with LEX’s agreement to purchase CFMF, Sven-Olof Lindblad (“Mr. Lindblad”) earned a success fee of $5.0 million from DVB for the purchase of CFMF (DVB was a partner in CFMF and the lender of LEX’s preexisting senior debt facility). On March 9, 2015, Mr. Lindblad and LEX entered into an Assignment and Assumption Agreement pursuant to which Mr. Lindblad (i) assigned and transferred to LEX his right to receive a $5.0 million fee payable to Mr. Lindblad personally by DVB and (ii) exercised his outstanding option to purchase 809,984 shares (converted from 2,857 shares at the merger date) of LEX’s stock for $0.1 million in aggregate exercise proceeds. In exchange for the assignment to LEX of the fee payable by DVB, all of Mr. Lindblad’s obligations under his loan agreement with LEX (the “Mr. Lindblad Loan Agreement”), which had a balance of principal and accrued interest of $2.8 million 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, LEX received the $5.0 million fee from DVB and compensated Mr. Lindblad $5.0 million (success fee compensation expense), which was paid by settling the $2.8 million outstanding amount of principal and interest owed and the aggregate exercise proceeds of $0.1 million payable in connection with the exercise of the option (above), and also offset by $2.1 million in required withholding taxes. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: As of December 31, (In thousands) 2017 2016 Accounts payable $ 7,791 $ 7,573 Accrued other expense 7,001 5,999 Bonus compensation liabilty 3,736 4,186 New build liability 2,730 4,011 Employee liability 2,644 3,494 Refunds and commissions payable 1,805 1,454 Royalty payable 1,673 1,468 Income tax liabilities 1,490 884 Travel certificate liability 1,120 1,218 Accrued travel insurance expense 432 375 Total accounts payable and accrued expenses $ 30,422 $ 30,662 |
Leases | Leases The Company leases office space with lease terms ranging from one to ten years. The Company amortizes the total lease costs on a straight-line basis over the minimum lease term. The Company leases computer hardware and software and office equipment with lease terms ranging from three to six years. |
Fair Value Measurements and Disclosure | Fair Value Measurements and Disclosure Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at measurement date. Level 2 Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies. Level 3 Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available and includes situations where there is little market activity for the investment. The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses and unearned passenger revenue approximate fair value, due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of December 31, 2017 and 2016. As of December 31, 2017 and 2016, the Company had no other liabilities that were measured at fair value on a recurring basis. The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
Income Taxes | Income Taxes The U. S. Tax Cuts and Jobs Act (the “Tax Act”) introduces significant changes to U.S. income tax law that have a meaningful impact on our provision for income taxes. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded provisional amounts in our financial statements for the year ended December 31, 2017. Accounting for the income tax effects of the Tax Act requires significant judgments and estimates in the interpretation and calculations of the provisions of the Tax Act. The U.S. Treasury Department, the Internal Revenue Service (IRS), and other standard-setting bodies may issue guidance on how the provisions of the Tax Act will be applied or otherwise administered that is different from our interpretation. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the IRS or other standard-setting bodies, we may make adjustments to the provisional amounts that could materially affect our financial statements in the period in which the adjustments are made. The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. Significant management judgment is required in projecting ordinary income to determine the Company’s estimated effective tax rate. The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of our foreign and U.S. companies to determine the appropriate level of valuation allowances. The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes reflect the “more-likely-than-not” criteria of FASB’s authoritative guidance on accounting for uncertainty in income taxes, and it has established income tax reserves in accordance with this guidance where necessary. As of December 31, 2017 and 2016, the Company had a liability for unrecognized tax benefits of $0.4 million and $0.4 million, respectively, which was included in other long-term liabilities on the Company’s 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 years ended December 31, 2017 and 2016, interest and penalties on uncertain tax positions included in income tax expense was insignificant. The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year and three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and four prior years remain subject to examination by tax authorities. |
Other Long-Term Assets | Other Long-Term Assets In 2016, the Company recorded a $3.6 million tax asset for long-term prepaid value-added taxes related to the importation of the N ational Geographic Endeavour II In connection with the merger on July 8, 2015, the Company, Mr. Lindblad and National Geographic Society entered into a Call Option agreement where Mr. Lindblad agreed to grant National Geographic Society an option to purchase 2,387,499 of Mr. Lindblad’s shares in the Company as consideration for the assumption of the NG Agreements. The Company recorded a $13.8 million long-term asset using a fair value of $5.76 per option share. The balance of the license agreement asset as of December 31, 2017 and 2016 was $6.5 and $9.5 million, respectively. As of December 31, 2017 and December 31, 2016, the balance in other long-term assets was $10.0 million and $13.1 million, respectively. See Note 9 – Commitments and Contingencies for more details. |
Deferred Financing Costs | Deferred Financing Costs For the years ended December 31, 2017, 2016 and 2015, the Company recorded deferred financing costs of $0.4 million, $1.6 million and $11.0 million, respectively, in long-term debt, amortizing the costs over the term of the financing using the straight-line and effective interest method. See Note 7 – Long-Term Debt. |
Foreign Currency Translation | Foreign Currency Translation The U.S. dollar is the functional currency in the Company’s foreign operations and remeasurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees, non-employee directors or other service providers in accordance with accounting guidance that requires that awards are recorded at their fair value on the date of grant and are amortized over the service period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the equity instrument issued. |
Segment Reporting | Segment Reporting We are primarily a specialty cruise operator with operations in two segments, Lindblad and Natural Habitat. We evaluate the performance of our business based largely on the results of our operating segments. The chief operating decision maker, or CODM, and management review operating results monthly, and base operating decisions on the total results at a consolidated level, as well as at a segment level. Our reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both segments. Management performance and related compensation is primarily based on total results. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging Targeted Improvements to Accounting for Hedging Activities In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation : Scope of Modification Accounting In January 2017, the FASB issued ASU No. 2017-04, Intangibles and Othe Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-01, Business Combinations Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02, Leases In 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Accounting Pronouncements Recently Adopted In March 2016, FASB issued ASU No. 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share- Based Payment Accounting” (Topic 718). This ASU significantly reduces the complexity and cost of accounting for excess tax benefits and tax deficiencies related to stock-based compensation. The Company adopted this guidance as required during the quarter ending March 31, 2017. As a result of the new guidance, the Company recorded a de minimis benefit related to the exercise of stock options during the quarter ended March 31, 2017. The Company recognized an increase in deferred tax assets and retained earnings in the amount of $1.8 million in accordance with the retrospective method of applying this guidance. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of calculated earnings per share | For the years ended December 31, (In thousands, except share and per share data) 2017 2016 2015 Net (loss) income available to common stockholders $ (8,661 ) $ 4,864 $ 19,742 Weighted average shares outstanding: Total weighted average shares outstanding, basic 44,576,912 45,649,971 44,917,829 Effect of dilutive securities: Assumed exercise of stock options, treasury method - 782,565 657,558 Assumed exercise of restricted shares, RSU’s, treasury method - 24,385 - Dilutive potential common shares - 806,950 657,558 Total weighted average shares outstanding, diluted 44,576,912 46,456,921 45,575,387 Net (loss) income per share available to Lindblad Basic $ (0.19 ) $ 0.11 $ 0.44 Diluted $ (0.19 ) $ 0.10 $ 0.43 |
Schedule of restricted cash and marketable securities | As of December 31, (In thousands) 2017 2016 Federal Maritime Commission escrow $ 4,186 $ 2,571 Credit negotiation and credit card processor reserves 1,530 5,030 Certificates of deposit and other restricted securities 1,341 1,414 Total restricted cash and marketable securities $ 7,057 $ 9,015 |
Summary of prepaid expenses and other current assets | As of December 31, (In thousands) 2017 2016 Prepaid tour expenses $ 9,846 $ 11,593 Prepaid air expense 3,621 2,432 Prepaid client insurance 2,525 2,141 Prepaid marketing, commissions and other expenses 2,495 1,823 Prepaid corporate insurance 1,033 931 Prepaid port agent fees 1,022 1,038 Prepaid income taxes 809 824 Total prepaid expenses $ 21,351 $ 20,782 |
Schedule of straight line method over the estimated useful lives of the assets | Years Vessels and vessel improvements 15-25 Furniture & equipment 5 Computer hardware and software 5 Leasehold improvements, including expedition sites and port facilities Shorter of lease term or related asset life |
Summary of accounts payable and accrued expenses | As of December 31, (In thousands) 2017 2016 Accounts payable $ 7,791 $ 7,573 Accrued other expense 7,001 5,999 Bonus compensation liabilty 3,736 4,186 New build liability 2,730 4,011 Employee liability 2,644 3,494 Refunds and commissions payable 1,805 1,454 Royalty payable 1,673 1,468 Income tax liabilities 1,490 884 Travel certificate liability 1,120 1,218 Accrued travel insurance expense 432 375 Total accounts payable and accrued expenses $ 30,422 $ 30,662 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, Net [Abstract] | |
Summary of property, equipment, and accumulated depreciation | As of December 31, (In thousands) 2017 2016 Vessels and improvements $ 346,895 $ 267,415 Furniture and equipment 11,731 10,726 Leasehold improvements 1,425 1,425 Total property and equipment, gross 360,051 279,566 Less: Accumulated depreciation and amortization (109,099 ) (93,330 ) Property and equipment, net $ 250,952 $ 186,236 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Acquisition [Abstract] | |
Summary of total purchase price of acquisition | (In thousands) Cash consideration $ 14,850 Long-term debt 2,525 Lindblad restricted shares (264,208 shares) 2,650 Total purchase price $ 20,025 |
Summary of allocation of assets acquired and liabilities | (In thousands) Assets acquired: Cash and cash equivalents $ 4,904 Prepaid expenses and other current assets 9,623 Property and equipment 2,068 Goodwill and other intangibles 28,305 Total assets $ 44,900 Liabilities assumed: Accounts payable and accrued expenses $ 2,472 Unearned passenger revenues 15,000 Deferred tax liability 2,428 Noncontrolling interest in consolidated subsidiaries 4,975 Total liabilities $ 24,875 Total cash price paid upon acquisition and fair value of existing equity interest $ 20,025 |
Summary of unaudited pro forma presents consolidated information | Pro forma years ended December 31, (In thousands) 2016 2015 Revenues $ 254,567 $ 249,819 Operating income $ 15,345 $ 17,883 |
Intangibles, Net (Tables)
Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangibles, Net [Abstract] | |
Schedule of carrying amounts and accumulated amortization | As of December 31, 2017 2016 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames $ 2,900 $ (322 ) $ 2,578 13.3 $ 2,900 $ (129 ) $ 2,771 Customer lists 3,300 (1,100 ) $ 2,200 3.3 3,300 (440 ) $ 2,860 Operating rights 6,529 (1,753 ) $ 4,776 6.6 6,529 (1,028 ) $ 5,501 Total intangibles, net $ 12,729 $ (3,175 ) $ 9,554 7.7 $ 12,729 $ (1,597 ) $ 11,132 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt instruments | As of December 31, 2017 2016 (In thousands) Principal Deferred Financing Costs, net Balance Principal Deferred Financing Costs, net Balance Note payable $ 2,525 $ - $ 2,525 $ 2,525 $ - $ 2,525 Credit Facility 170,625 (7,214 ) 163,411 172,375 (9,022 ) 163,353 Total long-term debt 173,150 (7,214 ) 165,936 174,900 (9,022 ) 165,878 Less current portion (1,750 ) - (1,750 ) (1,750 ) - (1,750 ) Total long-term debt, non-current $ 171,400 $ (7,214 ) $ 164,186 $ 173,150 $ (9,022 ) $ 164,128 |
Schedule of future minimum principal payments of long-term debt | Year Amount (In thousands) 2018 1,750 2019 1,750 2020 4,275 2021 165,375 $ 173,150 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of components of income (loss) before income taxes | For the years ended December 31, (In thousands) 2017 2016 2015 Domestic $ (10,423 ) $ (8,696 ) $ (3,700 ) Foreign 12,896 10,555 20,793 Total $ 2,473 $ 1,859 $ 17,093 |
Schedule of provision for income taxes | For the years ended December 31, (In thousands) 2017 2016 2015 Current Federal $ (15 ) $ - $ (38 ) State 529 51 (3 ) Foreign - Other 1,062 164 805 Total current 1,576 215 764 Deferred Federal 8,168 (3,015 ) (3,140 ) State 242 (426 ) (247 ) Foreign - Other 16 26 (26 ) Total deferred 8,426 (3,415 ) (3,413 ) Income tax expense (benefit) $ 10,002 $ (3,200 ) $ (2,649 ) |
Summary of reconciliation of the U.S. federal statutory income tax (benefit) expense | For the years ended December 31, 2017 2016 2015 Tax provision at statutory rate – federal 35.0 % 35.0 % 35.0 % U.S. tax reform toll charge 562.2 % 0.0 % 0.0 % Tax rate change deferred revaluation (63.3 %) 0.0 % 0.0 % Tax provision at effective state and local rates 23.9 % (21.1 %) (1.5 %) Foreign tax rate differential (158.3 %) (216.4 %) (46.5 %) GAAP gain on transfer of assets 0.0 % 0.0 % (15.3 %) Transaction costs 0.0 % 0.0 % 8.3 % Subpart F income 0.0 % 0.0 % 5.2 % Nondeductible expenses 6.5 % 51.7 % 0.0 % Uncertain tax provisions 1.2 % 0.2 % 0.2 % Valuation allowance 2.8 % 22.1 % 0.6 % Prior period adjustments 11.2 % (37.7 %) 0.0 % Stock compensation (9.5 %) 0.0 % 0.0 % Tax credits (7.3 %) 0.0 % 0.0 % Other 0.0 % (5.9 %) (1.5 %) Total effective income tax rate 404.4 % (172.1 %) (15.5 %) |
Summary of deferred tax assets | As of December 31, (In thousands) 2017 2016 Net operating loss carryforward $ 16,292 $ 15,032 Property and equipment (8,880 ) (236 ) Valuation allowance (8,863 ) (8,795 ) Stock-based compensation 9 124 Intangibles (1,022 ) (1,923 ) Other 20 (84 ) Deferred tax (liabilities) assets $ (2,444 ) $ 4,118 |
Schedule of unrecognized tax benefits | For the years ended December 31, (In thousands) 2017 2016 2015 Beginning of year $ 447 $ 473 $ 447 Current year positions - (26 ) 26 Prior year positions (26 ) - - End of year $ 421 $ 447 $ 473 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum rental commitments, under non-cancellable operating leases | Minimum Lease For the years ended December 31, Payments (In thousands) 2018 $ 936 2019 1,154 2020 1,094 2021 1,049 2022 1,104 Thereafter 2,737 $ 8,074 |
Schedule of asset valued using a black-scholes valuation method | Stock price at July 9, 2015: $ 10.75 Exercise price: $ 10.00 Expected term: 5 years Volatility: 60 % Risk free rate: 1.58 % Dividend rate: 0 % |
Summary of future minimum payments on charter agreements | For the years ended December 31, Amount (In thousands) 2018 9,334 2019 5,241 Total $ 14,575 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Summary of restricted stock PSUand RSU activity | PSU’s Weighted Average Grant Date Fair Value PSUs unvested as of December 31, 2016 - $ - Granted 126,953 8.98 Vested - - Forfeited (39,161 ) 8.98 PSUs unvested as of December 31, 2017 87,792 $ 8.98 Restricted Shares and RSU’s Weighted Average Grant Date Fair Value Restricted shares and RSUs outstanding as of December 31, 2016 202,091 $ 9.90 Granted 940,147 9.56 Vested (299,951 ) 9.72 Forfeited (63,945 ) 9.41 Restricted shares and RSUs outstanding as of December 31, 2017 778,342 $ 9.60 |
Summary of fair value of employee stock options using the Black-Scholes option pricing model. | Option grants Weighted Average 12/11/14 11/10/15 2016 Stock price $ 5.02 $ 10.58 $ 9.63 Exercise price 1.76 10.58 9.63 Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 60.00 % 60.00 % 60.00 % Risk-free interest rate 2.19 % 1.72 % 1.18 % Expected term in years 5.11 5.11 5.11 |
Summary of incentive stock plan activity | Weighted Weighted Average Option Average Exercise Contractual Life Aggregate Intrinsic Shares Price (Years) Value Options outstanding as of December 31, 2016 2,130,848 $ 2.57 2.8 $ 14,654,221 Granted - - Exercised 955,424 1.76 Forfeited - - Options outstanding as of December 31, 2017 1,175,424 $ 3.23 2.4 $ 7,707,255 Exercisable as of December 31, 2016 - - Vested # 955,424 1.76 Exercised (955,424 ) 1.76 Forfeited - - Exercisable as of December 31, 2017 - - - # Vested shares do not include 955,424 shares vested as of December 31, 2017 but not exercisable until January 1, 2018. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Information [Abstract] | |
Summary of operating results for the business segments | For the years ended December 31, (In thousands) 2017 2016 Change % 2015 Change % Tour revenues: Lindblad $ 216,815 $ 207,836 $ 8,979 4 % $ 209,985 $ (2,149 ) (1 %) Natural Habitat* 49,689 34,510 15,179 44 % - 34,510 NA Total tour revenues $ 266,504 $ 242,346 $ 24,158 10 % $ 209,985 $ 32,361 15 % Operating income: Lindblad $ 7,292 $ 11,794 $ (4,502 ) (38 %) $ 15,502 $ 3,708 (24 %) Natural Habitat* 3,452 2,187 1,265 58 % - (2,187 ) NA Total operating income $ 10,744 $ 13,981 $ (3,237 ) (23 %) $ 15,502 $ 1,521 (10 %) * The 2016 Natural Habitat segment results represent activity from acquisition date of May 2016 through December 31, 2016. |
Quarterly Financial Data - Un32
Quarterly Financial Data - Unaudited (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data - Unaudited [Abstract] | |
Schedule on quarterly financial data - unaudited | 2017 (In thousands, except per share data) First Second Third Fourth Year Tour revenues $ 63,128 $ 55,571 $ 84,584 $ 63,221 $ 266,504 Gross profit $ 30,525 $ 26,874 $ 46,104 $ 27,475 $ 130,978 Net income (loss) $ 625 $ (2,578 ) $ 9,443 $ (15,019 ) $ (7,529 ) Diluted earnings (loss) per share $ 0.01 $ (0.06 ) $ 0.20 (0.36 ) $ (0.19 ) 2016 (In thousands, except per share data) First Second Third Fourth Year Tour revenues $ 61,573 $ 53,871 $ 70,774 $ 56,128 $ 242,346 Gross profit $ 36,299 $ 24,481 $ 38,328 $ 24,261 $ 123,369 Net income (loss) $ 10,467 $ (4,494 ) $ 7,447 $ (8,361 ) $ 5,059 Diluted earnings (loss) per share $ 0.23 $ (0.10 ) $ 0.16 $ (0.19 ) $ 0.10 |
Business (Details)
Business (Details) - USD ($) $ / shares in Units, $ in Thousands | May 04, 2016 | Jul. 08, 2015 | Dec. 31, 2017 |
Business (Textual) | |||
Consideration for former Lindblad stockholders (cash) | $ 20,025 | ||
Lindblad Expeditions Holdings, Inc. [Member] | Capitol Acquisition Corp. II (''Capitol'') [Member] | |||
Business (Textual) | |||
Consideration for former Lindblad stockholders (cash) | $ 90,000 | ||
Consideration for former Lindblad stockholders (shares) | 20,017,787 | ||
Options to purchase common stock | 3,821,696 | ||
Exercise price of warrants per share | $ 1.76 | ||
Lindblad Expeditions Holdings, Inc. [Member] | Natural Habitat Acquisition [Member] | |||
Business (Textual) | |||
Ownership interest, description | The Company acquired an 80.1% ownership interest. | ||
Percentage of noncontrolling interest | 19.90% |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |||||||||||
Net (loss) income available to common stockholders | $ (15,019) | $ 9,443 | $ (2,578) | $ 625 | $ (8,361) | $ 7,447 | $ (4,494) | $ 10,467 | $ (8,661) | $ 4,864 | $ 19,742 |
Weighted average shares outstanding | |||||||||||
Total weighted average shares outstanding, basic | 44,576,912 | 45,649,971 | 44,917,829 | ||||||||
Effect of dilutive securities: | |||||||||||
Assumed exercise of stock options, treasury method | 782,565 | 657,558 | |||||||||
Assumed exercise of restricted shares, RSU's, treasury method | 24,385 | ||||||||||
Dilutive potential common shares | 806,950 | 657,558 | |||||||||
Total weighted average shares outstanding, diluted | 44,576,912 | 46,456,921 | 45,575,387 | ||||||||
Net (loss) income per share available to Lindblad | |||||||||||
Basic | $ (0.19) | $ 0.11 | $ 0.44 | ||||||||
Diluted | $ (0.36) | $ 0.20 | $ (0.06) | $ 0.01 | $ (0.19) | $ 0.16 | $ (0.10) | $ 0.23 | $ (0.19) | $ 0.10 | $ 0.43 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | $ 7,057 | $ 9,015 |
Certificates of deposit and other restricted securities [Member] | ||
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | 1,341 | 1,414 |
Federal Maritime Commission escrow [Member] | ||
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | 4,186 | 2,571 |
Credit negotiation and credit card processor reserves [Member] | ||
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | $ 1,530 | $ 5,030 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of Significant Accounting Policies [Abstract] | ||
Prepaid tour expenses | $ 9,846 | $ 11,593 |
Prepaid air expense | 3,621 | 2,432 |
Prepaid client insurance | 2,525 | 2,141 |
Prepaid marketing, commissions and other expenses | 2,495 | 1,823 |
Prepaid corporate insurance | 1,033 | 931 |
Prepaid port agent fees | 1,022 | 1,038 |
Prepaid income taxes | 809 | 824 |
Total prepaid expenses | $ 21,351 | $ 20,782 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details 3) | 12 Months Ended |
Dec. 31, 2017 | |
Vessels and vessel improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 25 years |
Vessels and vessel improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 15 years |
Furniture and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Computer hardware and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Leasehold improvements, including expedition sites and port facilities [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements, including expedition sites and port facilities | Shorter of lease term or related asset life |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details 4) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of Significant Accounting Policies [Abstract] | ||
Accounts payable | $ 7,791 | $ 7,573 |
Accrued other expense | 7,001 | 5,999 |
Bonus compensation liabilty | 3,736 | 4,186 |
Employee liability | 2,730 | 4,011 |
Refunds and commissions payable | 2,644 | 3,494 |
Royalty payable | 1,805 | 1,454 |
Income tax liabilities | 1,673 | 1,468 |
New build liability | 1,490 | 884 |
Travel certificate liability | 1,120 | 1,218 |
Accrued travel insurance expense | 432 | 375 |
Total accounts payable and accrued expenses | $ 30,422 | $ 30,662 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details Textual) | Jul. 08, 2015USD ($)$ / sharesshares | May 08, 2015USD ($) | Mar. 09, 2015USD ($)shares | Dec. 11, 2014USD ($) | Dec. 31, 2017USD ($)OperatingsegmentsReportablesegments$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | May 04, 2016 | Dec. 31, 2014USD ($) |
Summary of Significant Accounting Policies (Textual) | |||||||||
Stop Loss coverage for medical claims | $ 100,000 | $ 60,000 | |||||||
Medical insurance, Description | The Company self-insures for medical insurance claims up to $100,000 and $60,000, respectively. In addition, for the years ended December 31, 2017 and 2016 the Company maintains Stop Loss coverage for medical claims in excess of the $100,000 and $60,000, respectively, which have an aggregate deductible of $57,500. As of December 31, 2017 and 2016, the Company recorded a liability for Incurred-But-Not-Recorded ("IBNR") medical claims, which was determined based on claims experience over the prior four years. | ||||||||
Advertising expenses | $ 16,400,000 | 14,700,000 | $ 13,000,000 | ||||||
Direct advertising expense | $ 6,300,000 | 5,500,000 | 5,800,000 | ||||||
Percentage of transaction to purchase | 100.00% | ||||||||
Purchase of outstanding common shares (in percentage) | 60.00% | ||||||||
Number of vessels, description | The ship-based tour and expedition industry is very capital intensive. As of December 31 2017, the Company owned and operated seven vessels, including a new coastal vessel, the National Geographic Quest, which joined the fleet in the third quarter of 2017. The Company has contracted for two additional vessels. The National Geographic Venture, a coastal vessel, is expected to be completed in the fourth quarter of 2018, and a polar ice class vessel is targeted to be completed in the first quarter of 2020, with potential accelerated delivery to November 2019. The polar ice class contract includes options to build two additional ice class vessels, the first for delivery twelve months after the initial vessel and the second for delivery twelve months thereafter. | ||||||||
Aggregate exercise price | $ / shares | $ 10 | ||||||||
Cash held in financial institutions | $ 4,100,000 | 2,700,000 | |||||||
Cash reserve | 1,500,000 | 5,000,000 | |||||||
Gain on transfer of assets | 454,000 | (83,000) | 7,502,000 | ||||||
Withholding taxes | 5,034,000 | 2,694,000 | 4,879,000 | ||||||
Interest and penalties on uncertain tax positions | |||||||||
Unrecognized tax benefits | 421,000 | 447,000 | 473,000 | $ 447,000 | |||||
Other long-term assets | 10,047,000 | 13,090,000 | |||||||
Balance of license agreement asset | $ 6,500,000 | 9,500,000 | |||||||
Performance bond, Description | The Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts. | ||||||||
Expected ownership for the Company | 100.00% | ||||||||
Number of operating segments | Operatingsegments | 2 | ||||||||
Number of reportable segments | Reportablesegments | 2 | ||||||||
Amortization of debt discount and deferred financing costs | $ 2,226,000 | $ 1,144,000 | $ 3,576,000 | ||||||
Increase in deferred tax assets | $ 1,800,000 | ||||||||
Maximum [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Term of lease | 10 years | ||||||||
Minimum [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Term of lease | 1 year | ||||||||
Assignment and Assumption Agreement [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Shares outstanding subject to redemption - pre conversion | shares | 2,857 | ||||||||
Fee from DVB | $ 5,000,000 | ||||||||
Options to purchase common stock | shares | 809,984 | ||||||||
Principal and accrued interest on loan | $ 2,800,000 | ||||||||
Success fee compensation expense | $ 5,000,000 | ||||||||
Outstanding amount of principal and interest owed | 2,800,000 | ||||||||
Withholding taxes | 2,100,000 | ||||||||
Proceeds from stock options exercised | $ 100,000 | $ 100,000 | |||||||
CFMF [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Agreement description | The remaining payments of (i) $22.7 million to DVB, (ii) $48.4 million to Buss Kreuzfahrtfonds 1 GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH & Co. KG, as increased by $0.3 million 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 LEX commenced liquidation procedures on CFMF. | ||||||||
Senior debt facility | $ 39,800,000 | ||||||||
Junior mortgage note receivable | $ 8,500,000 | ||||||||
Junior mortgage note receivable, fair value | 16,000,000 | ||||||||
Junior mortgage note receivable, face value | 20,000,000 | ||||||||
Debt discount | 4,000,000 | ||||||||
Gain on transfer of assets | 7,500,000 | ||||||||
Adjustment to additional paid-in capital | $ 83,700,000 | ||||||||
Expected ownership for the Company | 60.00% | ||||||||
Initial payment | $ 25,000,000 | ||||||||
Trade Names [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Property, Plant and Equipment, Useful Life | 15 years | ||||||||
Customer Lists [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||
Stock options [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Dilutive potential common shares | shares | 806,950 | 657,558 | |||||||
National Geographic Endeavour II [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Number of shares, Granted | shares | 2,387,499 | ||||||||
Fair value of long-term asset | $ 13,800,000 | ||||||||
Option shares at fair value per share | $ / shares | $ 5.76 | ||||||||
Tax asset for long-term prepaid value-added taxes related | $ 3,600,000 | ||||||||
Computer hardware and software [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||
Computer hardware and software [Member] | Maximum [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Term of lease | 6 years | ||||||||
Computer hardware and software [Member] | Minimum [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Term of lease | 3 years | ||||||||
Office Equipment [Member] | Maximum [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Term of lease | 6 years | ||||||||
Office Equipment [Member] | Minimum [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Term of lease | 3 years | ||||||||
Warrant [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Dilutive potential common shares | shares | 1,912,833 | ||||||||
Exercise price of warrants per share | $ / shares | $ 11.50 | $ 11.50 | |||||||
Number of warrants issue to purchase common stock outstanding | shares | 10,656,520 | 11,186,387 | |||||||
Shares outstanding subject to redemption - pre conversion | shares | 6,747 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 360,051 | $ 279,566 |
Less: Accumulated depreciation and amortization | (109,099) | (93,330) |
Property and equipment, net | 250,952 | 186,236 |
Vessels and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 346,895 | 267,415 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 11,731 | 10,726 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 1,425 | $ 1,425 |
Property and Equipment, Net (41
Property and Equipment, Net (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment Net (Textual) | |||
Depreciation and amortization expense | $ 15.8 | $ 17.1 | $ 11.3 |
Capital expenditures | 80.5 | ||
National Geographic Endeavour II [Member] | |||
Property and Equipment Net (Textual) | |||
Loss on disposal of asset | 0.8 | ||
Coastal Vessels [Member] | |||
Property and Equipment Net (Textual) | |||
Capitalized interest | 42.8 | ||
Property and Equipment, Net [Member] | |||
Property and Equipment Net (Textual) | |||
Capitalized interest | 2.6 | $ 1.5 | |
Class Vessel [Member] | |||
Property and Equipment Net (Textual) | |||
Capitalized interest | $ 27.2 |
Acquisition (Details)
Acquisition (Details) $ in Thousands | May 04, 2016USD ($) |
Acquisition [Abstract] | |
Cash consideration | $ 14,850 |
Long-term debt | 2,525 |
Lindblad restricted shares (264,208 shares) - non-cash | 2,650 |
Total purchase price | $ 20,025 |
Acquisition (Details 1)
Acquisition (Details 1) $ in Thousands | May 04, 2016USD ($) |
Assets acquired: | |
Cash and cash equivalents | $ 4,904 |
Prepaid expenses and other current assets | 9,623 |
Property and equipment | 2,068 |
Goodwill and other intangibles | 28,305 |
Total assets | 44,900 |
Liabilities assumed: | |
Accounts payable and accrued expenses | 2,472 |
Unearned passenger revenues | 15,000 |
Deferred tax liability | 2,428 |
Noncontrolling interest in consolidated subsidiaries | 4,975 |
Total liabilities | 24,875 |
Total cash price paid upon acquisition and fair value of existing equity interest | $ 20,025 |
Acquisition (Details 2)
Acquisition (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Acquisition [Abstract] | ||
Revenues | $ 254,567 | $ 249,819 |
Operating income | $ 15,345 | $ 17,883 |
Acquisition (Details Textual)
Acquisition (Details Textual) - USD ($) $ in Thousands | May 04, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Acquisition (Textual) | |||
Ownership interest acquired | 80.10% | ||
Restricted shares | 264,208 | ||
Noncontrolling interest percentage | 19.90% | ||
Ownership percentage | 100.00% | ||
Acquisition costs related to acquisition | $ 1,000 | ||
Acquired business contributed revenues | 254,567 | $ 249,819 | |
Acquired business operating income | $ 15,345 | $ 17,883 | |
Business combination reported pro forma earnings | $ 1,000 | ||
Lindblad Expeditions, Inc. [Member] | |||
Acquisition (Textual) | |||
Acquired business contributed revenues | 34,500 | ||
Acquired business operating income | $ 2,200 |
Intangibles, Net (Details)
Intangibles, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,729 | $ 12,729 |
Accumulated Amortization | (3,175) | (1,597) |
Net Carrying Amount | $ 9,554 | 11,132 |
Weighted Average Useful Life (Years) | 7 years 8 months 12 days | |
Tradenames [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,900 | 2,900 |
Accumulated Amortization | (322) | (129) |
Net Carrying Amount | $ 2,578 | 2,771 |
Weighted Average Useful Life (Years) | 13 years 3 months 19 days | |
Customer lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,300 | 3,300 |
Accumulated Amortization | (1,100) | (440) |
Net Carrying Amount | $ 2,200 | 2,860 |
Weighted Average Useful Life (Years) | 3 years 3 months 19 days | |
Operating rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,529 | 6,529 |
Accumulated Amortization | (1,753) | (1,028) |
Net Carrying Amount | $ 4,776 | $ 5,501 |
Weighted Average Useful Life (Years) | 6 years 7 months 6 days |
Intangibles, Net (Details Textu
Intangibles, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangibles, Net (Textual) | |||
Gross carrying amount | $ 12,729 | $ 12,729 | |
Amortization expense | $ 1,600 | 1,300 | $ 300 |
Amortization of intangible assets, description | The Company expects amortization expense related to these intangibles, net to be $1.6 million for the years ended December 31, 2018, 2019 and 2020. For the year ended December 31, 2021 and 2022, we expect amortization expense to be $1.1 million and $0.9 million, respectively, with the balance of $2.8 million amortized thereafter. Amortization expense for tradenames, customer lists and operating rights were recorded in depreciation and amortization expense in the accompanying consolidated statements of operations. | ||
Goodwill [Member] | |||
Intangibles, Net (Textual) | |||
Gross carrying amount | $ 22,100 | ||
Tradenames [Member] | |||
Intangibles, Net (Textual) | |||
Gross carrying amount | 2,900 | 2,900 | |
Customer lists [Member] | |||
Intangibles, Net (Textual) | |||
Gross carrying amount | 3,300 | 3,300 | |
Operating rights [Member] | |||
Intangibles, Net (Textual) | |||
Gross carrying amount | $ 6,529 | $ 6,529 |
Letters of Credit (Details)
Letters of Credit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Letters of Credit (Textual) | ||
Letters of credit outstanding | $ 1,150 | $ 4,650 |
Letter of Credit [Member] | ||
Letters of Credit (Textual) | ||
Annual fee for letters of credit | 1.00% | |
Letters of credit maturity date | Jul. 31, 2018 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | $ 173,150 | $ 174,900 |
Discount and Deferred Financing Costs net, Total long-term debt | (7,214) | (9,022) |
Balance, net of discount, Total long-term debt | 165,936 | 165,878 |
Principal, Less current portion | (1,750) | (1,750) |
Discount and Deferred Financing Costs net, Less current portion | ||
Balance, net of discount, less current portion | (1,750) | (1,750) |
Principal, Total long-term debt, non-current | 171,400 | 173,150 |
Discount and Deferred Financing Costs net, Total long-term debt, non-current | (7,214) | (9,022) |
Balance, net of discount, Total long-term debt, non-current | 164,186 | 164,128 |
Note payable [Member] | ||
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | 2,525 | 2,525 |
Discount and Deferred Financing Costs net, Total long-term debt | ||
Balance, net of discount, Total long-term debt | 2,525 | 2,525 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | 170,625 | 172,375 |
Discount and Deferred Financing Costs net, Total long-term debt | (7,214) | (9,022) |
Balance, net of discount, Total long-term debt | $ 163,411 | $ 163,353 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2,018 | $ 1,750 | |
2,019 | 1,750 | |
2,020 | 4,275 | |
2,021 | 165,375 | |
Total long-term debt | $ 173,150 | $ 174,900 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | Jan. 08, 2018 | May 04, 2016 | Jul. 08, 2015 | May 08, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 07, 2016 |
Long Term Debt Textual [Abstract] | ||||||||
Amortization of debt discount and deferred financing costs | $ 2,226 | $ 1,144 | $ 3,576 | |||||
Credit Facility [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Description of interest rate | Borrowings under the Loans bear interest at an adjusted ICE Benchmark Administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 4.50%. | Borrowings under the Revolving Credit Facility bear interest at an adjusted ICE Benchmark Administration LIBO Rate plus a spread of 4.00%, or, at the option of the Company, an alternative base rate plus a spread of 3.00%. The Company is also required to pay a 0.50% annual commitment fee on undrawn amounts under the Revolving Credit Facility, which matures on May 8, 2020. | ||||||
Credit facility, Expiration date | May 8, 2020 | |||||||
Amortization of debt discount and deferred financing costs | $ 2,200 | $ 2,200 | $ 3,600 | |||||
U.S. Term loan [Member] | Credit Facility [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Debt maturity date | May 8, 2021 | |||||||
Cayman Term Loan [Member] | Credit Facility [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Debt maturity date | May 8, 2021 | |||||||
Note payable [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Outstanding principal amount | $ 2,500 | |||||||
Debt maturity date | Dec. 31, 2020 | |||||||
Unsecured promissory note | $ 2,500 | |||||||
Promissory note interest rate | 1.44% | |||||||
Credit Agreement [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Maximum borrowing capacity | $ 175,000 | $ 150,000 | ||||||
Credit Agreement [Member] | U.S. Term loan [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Maximum borrowing capacity | 155,000 | |||||||
Credit Agreement [Member] | Cayman Term Loan [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Outstanding principal amount | $ 20,000 | |||||||
Restated Credit Facility [Member] | Term Loan [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Secured debt | $ 175,000 | |||||||
Restated Credit Facility [Member] | Incremental Revolving Credit Facility [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Secured debt | 45,000 | |||||||
Restated Credit Facility [Member] | Letter of Credit Subfacility [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Secured debt | $ 5,000 | |||||||
Senior Secured Credit Agreement [Member] | Subsequent Event [Member] | ||||||||
Long Term Debt Textual [Abstract] | ||||||||
Maximum borrowing capacity | $ 107,700 | |||||||
Description of interest rate | The loan will bear interest either at a fixed interest rate effectively equal to 5.78% or a floating interest rate equal to three-month LIBOR plus a margin of 3.00% per annum. The loan will amortize quarterly based on a twelve-year profile, with 70% maturing over twelve years from drawdown, and 30% maturing over five years from drawdown. | |||||||
Credit Agreement, description | Pursuant to the Export Credit Agreement, the Lenders have agreed to make available to the Borrower, at the Borrower's option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $107.7 million for the purpose of providing financing for up to 80% of the purchase price of the Company's new expedition ice-class cruise vessel targeted to be completed in January 2020. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Domestic | $ (10,423) | $ (8,696) | $ (3,700) |
Foreign | 12,896 | 10,555 | 20,793 |
Total | $ 2,473 | $ 1,859 | $ 17,093 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Federal | $ (15) | $ (38) | |
State | 529 | 51 | (3) |
Foreign - Other | 1,062 | 164 | 805 |
Total current | 1,576 | 215 | 764 |
Deferred | |||
Federal | 8,168 | (3,015) | (3,140) |
State | 242 | (426) | (247) |
Foreign - Other | 16 | 26 | (26) |
Total deferred | 8,336 | (3,326) | (3,413) |
Income tax expense (benefit) | $ 10,002 | $ (3,200) | $ (2,649) |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of effective income tax provision | |||
Tax provision at statutory rate - federal | 35.00% | 35.00% | 35.00% |
U.S. tax reform toll charge | 562.20% | 0.00% | 0.00% |
Tax rate change deferred revaluation | (63.30%) | 0.00% | 0.00% |
Tax provision at effective state and local rates | 23.90% | (21.10%) | (1.50%) |
Foreign tax rate differential | (158.30%) | (216.40%) | (46.50%) |
GAAP gain on transfer of assets | 0.00% | 0.00% | (15.30%) |
Transaction costs | 0.00% | 0.00% | 8.30% |
Subpart F income | 0.00% | 0.00% | 5.20% |
Nondeductible expenses | 6.50% | 51.70% | 0.00% |
Uncertain tax provisions | 1.20% | 0.20% | 0.20% |
Valuation allowance | 2.80% | 22.10% | 0.60% |
Prior period adjustments | 11.20% | (37.70%) | 0.00% |
Stock compensation | (9.50%) | 0.00% | 0.00% |
Tax credits | (7.30%) | 0.00% | 0.00% |
Other | 0.00% | (5.90%) | (1.50%) |
Total effective income tax rate | 404.40% | (172.10%) | (15.50%) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets and liabilities | ||
Net operating loss carryforward | $ 16,292 | $ 15,032 |
Property and equipment | (8,880) | (236) |
Valuation allowance | (8,863) | (8,795) |
Stock-based compensation | 9 | 124 |
Intangibles | (1,022) | (1,923) |
Other | 20 | (84) |
Deferred tax (liabilities) assets | $ (2,444) | $ 4,118 |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of unrecognized tax benefits | |||
Beginning of year | $ 447 | $ 473 | $ 447 |
Current year positions | (26) | 26 | |
Prior year positions | (26) | ||
End of year | $ 421 | $ 447 | $ 473 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes (Textual) | ||||
Deferred tax assets related to Australian loss carryforwards | $ 22.7 | |||
Percentage of statutory rate | 35.00% | 35.00% | 35.00% | |
Uncertain tax positions | $ 0.3 | $ 0.3 | ||
Australian capital loss carryforwards | 6.8 | |||
US carryforwards related to deferred tax asset | 26.8 | |||
Net operating loss carryforwards | $ 14.5 | |||
Operating loss carryforwards, expiration date | Dec. 31, 2027 | |||
Deferred tax benefit | $ 1.8 | |||
Net tax expense | $ 12.7 | |||
Description of deferred income taxes | The Tax Act reduces the U.S. statutory tax rate from 35% to 21%, transitions the U.S international taxation from a worldwide tax system to a territorial system, and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. | The Tax Act reduces the U.S. statutory tax rate from 35% to 21% for years after 2017. Accordingly, we have remeasured our deferred taxes as of December 31, 2017 to reflect the reduced rate that will apply in future periods when these deferred taxes are settled or realized. |
Commitments and Contingencies58
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Schedule of future minimum rental commitments, under non-cancellable operating leases | |
2,018 | $ 936 |
2,019 | 1,154 |
2,020 | 1,094 |
2,021 | 1,049 |
2,022 | 1,104 |
Thereafter | 2,737 |
Total | $ 8,074 |
Commitments and Contingencies59
Commitments and Contingencies (Details 1) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Commitments and Contingencies [Abstract] | |
Stock price at July 9, 2015: | $ 10.75 |
Exercise price: | $ 10 |
Expected term: | 5 years |
Volatility: | 60.00% |
Risk free rate: | 1.58% |
Dividend rate: | 0.00% |
Commitments and Contingencies60
Commitments and Contingencies (Details 2) - Charter Commitments [Member] $ in Thousands | Dec. 31, 2017USD ($) |
Summary of future minimum payments | |
2,018 | $ 9,334 |
2,019 | 5,241 |
Total | $ 14,575 |
Commitments and Contingencies61
Commitments and Contingencies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 08, 2015 | Nov. 30, 2017 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Commitments and Contingencies (Textual) | ||||||
Rent expense | $ 1,200 | $ 1,100 | $ 900 | |||
Selling and marketing expense | $ 42,354 | 39,072 | 35,083 | |||
Operating leases commitment, description | The future minimum rental commitment of $3.1 million related to the 88 months lease for the shoreside facility in Seattle that was executed February 8, 2018. | |||||
Nichols Brothers Boat Builders [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Vessel construction agreements, description | On December 2, 2015, the Company entered into two separate Vessel Construction Agreements, (collectively, the "Agreements") with Ice Floe, LLC, a Washington limited liability company doing business as Nichols Brothers Boat Builders (the "Builder"). The Agreements provide for the Builder to construct two new 236-foot 100-passenger cruise vessels. | |||||
National Geographic [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Risk of loss or damage, description | The company paid Ice Floe LLC $53.6 million related to the National Geographic Quest National Geographic Venture National Geographic Venture | |||||
Number of shares, granted | 2,387,499 | |||||
Fair value of long-term asset | $ 13,800 | |||||
Option shares at fair value per share | $ 5.76 | |||||
Amortizing cost description | The Company is amortizing the cost until March 31, 2020 | |||||
Selling and marketing expense | $ 2,900 | 2,900 | ||||
National Geographic [Member] | Royalty Agreement [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Balance outstanding | 1,700 | 1,500 | ||||
Royalty expense | 5,200 | 4,900 | 4,800 | |||
Alliance and license agreement, expiration date | Dec. 31, 2025 | |||||
World Wildlife Fund [Member] | Royalty Agreement [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Total of annual royalty payment and gross sales fees | 600 | 500 | ||||
National Geographic Islander [Member] | Royalty Agreement [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Royalty expense | $ 700 | $ 700 | $ 700 | |||
United States Tour Operators Association [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Letters of credit, description | The USTOA requires a $1.0 million performance bond, letter of credit or assigned certificate of deposit from its members to insure this plan. | |||||
Letter of credit | $ 1,000 | |||||
Letter of credit to cover unpaid premiums | $ 150 | |||||
Ulstein Verft [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Vessel construction agreements, description | In November 2017, the Company entered into an agreement with Ulstein Verft to construct a polar ice class vessel with a total purchase price of 1,066.0 million Norwegian Kroner (NOK). Subsequently, LME exercised its right to make payments in United States Dollars, which resulted in a purchase price of $134.6 million, including hedging costs. The purchase price is subject to potential adjustments from contract specifications for variations in speed, deadweight, fuel consumption and delivery date, and is due in installments. The first twenty percent of the purchase price was paid shortly after execution of the Agreement with the remaining eighty percent due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in January 2020, with potential accelerated delivery to November 2019. | |||||
Cruise vessels at a purchase price | $ 134,600 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Benefit Plan (Textual) | |||
Percentage of employer match of employee contributions | 30.00% | 25.00% | 25.00% |
Annual maximum amount of company match per employee | $ 2,100 | $ 1,800 | $ 1,500 |
Benefit plan contribution recorded with general and administrative expenses | $ 300,000 | $ 200,000 | $ 200,000 |
Stockholders' Equity (Details )
Stockholders' Equity (Details ) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Restricted stock and RSU [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Shares Beginning Balance | shares | 202,091 |
Shares Granted | shares | 940,147 |
Restricted Shares Vested | shares | (299,951) |
Restricted Shares Forfeited | shares | (63,945) |
Restricted Shares Ending Balance | shares | 778,342 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 9.90 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 9.56 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 9.72 |
Weighted average Grant Date Fair Value, Forfeited | $ / shares | 9.41 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 9.60 |
Restricted stock and PSU [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Shares Beginning Balance | shares | |
Shares Granted | shares | 126,953 |
Restricted Shares Vested | shares | |
Restricted Shares Forfeited | shares | (39,161) |
Restricted Shares Ending Balance | shares | 87,792 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 8.98 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Weighted average Grant Date Fair Value, Forfeited | $ / shares | 8.98 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 8.98 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | Nov. 10, 2015 | Dec. 11, 2014 | Dec. 31, 2016 |
Fair values of employee stock options granted under the Lindblad Plan and 2015 Plan using Black-Scholes option pricing model [Abstract] | |||
Option grants, Stock price | $ 10.58 | $ 5.02 | |
Option grants, Exercise price | $ 10.58 | $ 1.76 | |
Option grants, Dividend yield | 0.00% | 0.00% | |
Option grants, Expected volatility | 60.00% | 60.00% | |
Option grants, Risk-free interest rate | 1.72% | 2.19% | |
Option grants, Expected term | 5 years 1 month 9 days | 5 years 1 month 9 days | |
Weighted Average, Stock price | $ 9.63 | ||
Weighted Average, Exercise price | $ 9.63 | ||
Weighted Average, Dividend yield | 0.00% | ||
Weighted Average, Expected volatility | 60.00% | ||
Weighted Average, Risk-free interest rate | 1.18% | ||
Weighted Average, Expected term | 5 years 1 month 9 days |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Granted | $ 9.63 | ||
Stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding, Beginning Balance | 2,130,848 | ||
Options outstanding, Granted | |||
Options outstanding, Exercised | (955,424) | ||
Options outstanding, Forfeited | |||
Options outstanding, Ending Balance | 1,175,424 | 2,130,848 | |
Weighted Average Exercise Price, Beginning Balance | $ 2.57 | ||
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | 1.76 | ||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Ending Balance | $ 3.23 | $ 2.57 | |
Weighted Average Contractual Life (Years), Outstanding | 2 years 4 months 24 days | 2 years 9 months 18 days | |
Aggregate Intrinsic Value, Beginning Balance | $ 14,654,221 | ||
Aggregate Intrinsic Value, Exercised | |||
Aggregate Intrinsic Value, Ending Balance | $ 7,707,255 | $ 14,654,221 | |
Exercisable, Beginning Balance | |||
Exercisable, Vested | [1] | 955,424 | |
Exercisable, Exercised | (955,424) | ||
Exercisable, Forfeited | |||
Exercisable, Ending Balance | |||
Weighted Average Exercise Price, Exercisable, Beginning Balance | |||
Weighted Average Exercise Price, Vested | 1.76 | ||
Weighted Average Exercise Price, Exercised | 1.76 | ||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Exercisable, Ending Balance | |||
[1] | Vested shares do not include 955,424 shares vested as of December 31, 2017 but not exercisable until January 1, 2018. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Apr. 03, 2017 | Jan. 10, 2017 | Nov. 02, 2016 | May 15, 2013 | Feb. 26, 2018 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2017 | Nov. 10, 2015 | Dec. 11, 2014 |
Stockholders Equity (Textual) | ||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Warrant repurchase | $ 14,000 | |||||||||||
Warrant repurchase, shares | 5,443,480 | |||||||||||
Share Price | $ 10.58 | $ 5.02 | ||||||||||
Share-based Compensation | $ 10,627 | $ 5,411 | $ 4,913 | |||||||||
Recognized stock based compensation | 100 | 100 | 1,300 | |||||||||
Unrecognized stock-based compensation cost | $ 6,000 | |||||||||||
Exercise price | $ 10.58 | $ 1.76 | ||||||||||
Initial Public Offering [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Capitol sold shares units | 20,000,000 | |||||||||||
Exercise price of warrants per share | $ 0.01 | |||||||||||
Sale of shares of common stock per share | $ 10 | $ 24 | ||||||||||
Description of warrant | Each unit consisted of one share of Capitol'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 until July 1, 2013 when separate trading of common stock and warrants began. In connection with the consummation of the merger with LEX, 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 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Capitol sold shares units | 2,000,000 | |||||||||||
Proceeds of over-allotment option | $ 200,000 | |||||||||||
Board of Directors [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Warrant repurchase | $ 15,000 | $ 1,100 | $ 7,300 | $ 5,500 | ||||||||
Warrant repurchase, shares | 529,867 | 2,821,995 | 2,091,618 | |||||||||
Warrant repurchase plan | 35,000 | |||||||||||
Share based payment award, description | The Board of Directors has the authority to determine the amount and type of each award. The 2015 Plan expires on July 8, 2025. All options granted under the 2015 Plan will be at exercise prices not less than 100% of the fair market value of the Company's common stock on the date of grant. | |||||||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Warrant repurchase | $ 12,100 | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Description of units sold | Awards will vest after a three-year performance period and may be earned at a level ranging from 0%-200% of the number of PSUs granted, depending on performance. | |||||||||||
Original grant | $ 9.56 | |||||||||||
Shares Granted | 940,147 | |||||||||||
Restricted Stock Units Psu One [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Shares Granted | 126,953 | |||||||||||
Share Price | $ 8.96 | |||||||||||
Common Stock [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Warrant repurchase | $ 8,100 | $ 1,100 | $ 5,100 | $ 3,000 | ||||||||
Warrant repurchase, shares | 855,776 | 529,867 | 547,058 | 308,718 | ||||||||
Warrant [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Exercise price of warrants per share | $ 11.50 | $ 11.50 | ||||||||||
2015 Plan [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Maximum shares of common stock approved to employees, consultants and non-employee directors | 2,500,000 | |||||||||||
2015 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Original grant | $ 8.98 | |||||||||||
Shares Granted | 171,388 | |||||||||||
2016 Plan [Member] | Restricted Stock [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Shares available for grant | 1,000,000 | |||||||||||
Lindblad Plan and 2015 Plan [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Shares vested | 955,424 | 955,424 | ||||||||||
Lindblad Plan [Member] | ||||||||||||
Stockholders Equity (Textual) | ||||||||||||
Original grant | $ 9.65 | |||||||||||
Number of shares, granted | 716,550 |
Related Party Transactions 67
Related Party Transactions Stockholder Loans (Details) - USD ($) | Jul. 08, 2016 | May 04, 2016 | Jul. 08, 2015 | May 08, 2015 | Mar. 09, 2015 | Dec. 11, 2014 | Nov. 03, 2014 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 |
Related Party Transactions - Shareholder Loans (Textual) | ||||||||||
Aggregate exercise price | $ 10 | |||||||||
Common stock, shares issued | 45,427,030 | 45,659,762 | ||||||||
Equity interest percentage | 100.00% | |||||||||
Assignment and Assumption Agreement [Member] | ||||||||||
Related Party Transactions - Shareholder Loans (Textual) | ||||||||||
Shares outstanding subject to redemption - pre conversion | 2,857 | |||||||||
Fee from DVB | $ 5,000,000 | |||||||||
Aggregate exercise price options exercised | $ 92,500 | |||||||||
National Geographic Alliance [Member] | ||||||||||
Related Party Transactions - Shareholder Loans (Textual) | ||||||||||
Issuance of shares in Capitol to Lindblad Expeditions National Geographic Joint Fund for Exploration and Conservation (LEX-NG Fund) | 500,000 | |||||||||
Mr Bressler [Member] | ||||||||||
Related Party Transactions - Shareholder Loans (Textual) | ||||||||||
Debt maturity date | Dec. 31, 2020 | |||||||||
Outstanding principal amount | $ 2,500,000 | |||||||||
Capitol Acquisition Corp. II [Member] | ||||||||||
Related Party Transactions - Shareholder Loans (Textual) | ||||||||||
Sale of stock, price per share | $ 13 | |||||||||
Description of trading days | 20 trading days within any 30-trading day period within four years following July 8, 2015. | |||||||||
Aggregate amount of loans | $ 1,600,000 | |||||||||
Conversion of notes | $ 500,000 | |||||||||
Aggregate exercise price | $ 1 | |||||||||
Amount reimbursed to initial shareholders | $ 100,000 | |||||||||
Capitol Acquisition Corp. II [Member] | Venturehouse Group, LLC [Member] | ||||||||||
Related Party Transactions - Shareholder Loans (Textual) | ||||||||||
Office and administrative services fee | $ 7,500 | |||||||||
Aggregate cash fee paid | $ 45,000 | |||||||||
Lindblad Expeditions, Inc. [Member] | ||||||||||
Related Party Transactions - Shareholder Loans (Textual) | ||||||||||
Aggregate principal amount | $ 3,500,000 | |||||||||
Amount of advance received | $ 2,800,000 | |||||||||
Warrants to purchase percentage | 60.00% | |||||||||
Initial payment | $ 25,000,000 | |||||||||
Payment term, loan purchase agreement | The remaining payments of (i) $22.7 million to DVB, (ii) $48.4 million 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. DVB served as agent and security trustee under LEX's credit facilities prior to the refinancing on May 8, 2015, and was one of the Senior Lenders under the then current senior credit facility. In connection with the purchase of CFMF completed on May 8, 2015, the senior credit facility was paid off and the junior credit facility was cancelled. | |||||||||
Lindblad Expeditions, Inc. [Member] | Assignment and Assumption Agreement [Member] | ||||||||||
Related Party Transactions - Shareholder Loans (Textual) | ||||||||||
Agreement description | (i) assigned and transferred to LEX his right to receive a $5.0 million fee payable by DVB and (ii) exercised his outstanding option to purchase 2,857 shares of LEX’s stock for an aggregate exercise price of $92.5 thousand. In exchange for the assignment to LEX of the fee payable by DVB, all of Mr. Lindblad’s obligations under the Loan Agreement described above were deemed satisfied in full, the 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. Following receipt of the fee from DVB, LEX paid to Mr. Lindblad an amount equal to (a) the fee paid by DVB, less (b) the outstanding amount of principal and interest owed under the Loan Agreement at the time of entry into the Assignment and Assumption Agreement, the aggregate exercise price payable in connection with the exercise of the option, and a collection premium equal to one percent of the outstanding amount of principal and interest payable in connection with the loan, and less (c) any required withholding taxes. | |||||||||
Lindblad Expeditions, Inc. [Member] | National Geographic Alliance [Member] | ||||||||||
Related Party Transactions - Shareholder Loans (Textual) | ||||||||||
Agreement description | The Lindblad/National Geographic alliance is set forth in (i) an Alliance and License Agreement and (ii) a Tour Operator Agreement. During calendar year 2017, LEX paid an aggregate of $5.2 million to National Geographic under these agreements, which are included within selling and marketing expenses on the accompanying consolidated statements of operations. The extension of the agreements between LEX and National Geographic in connection with the mergers was contingent on the execution by Mr. Lindblad of an option agreement granting National Geographic the right to purchase from Mr. Lindblad, for a per share price of $10.00 per share, five percent of the issued and outstanding shares of Capitol's common stock as July 8, 2015, including all outstanding options, warrants or other derivative securities (excluding options granted under the 2015 Plan, 15,600,000 shares issuable upon the exercise of warrants and 1,250,000 shares of escrowed common stock, unless such escrowed shares are released from escrow, in which case such shares will be included in the 5% calculation). | |||||||||
Common stock, shares issued | 1,250,000 | |||||||||
Equity interest percentage | 5.00% | |||||||||
Number of warrants issuable | 15,600,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Tour revenues | $ 63,221 | $ 84,584 | $ 55,571 | $ 63,128 | $ 56,128 | $ 70,774 | $ 53,871 | $ 61,573 | $ 266,504 | $ 242,346 | $ 209,985 | |
Tour revenues, Change | $ 24,158 | $ 32,361 | ||||||||||
Tour revenues, % | 10.00% | 15.00% | ||||||||||
Operating income: | 10,744 | $ 13,981 | $ 15,502 | |||||||||
Operating income, Change | $ (3,237) | $ 1,521 | ||||||||||
Operating income, % | (23.00%) | (10.00%) | ||||||||||
Lindblad [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Tour revenues | 216,815 | $ 207,836 | $ 209,985 | |||||||||
Tour revenues, Change | $ 8,979 | $ (2,149) | ||||||||||
Tour revenues, % | 4.00% | (1.00%) | ||||||||||
Operating income: | 7,292 | $ 11,794 | $ 15,502 | |||||||||
Operating income, Change | $ (4,502) | $ 3,708 | ||||||||||
Operating income, % | (38.00%) | (24.00%) | ||||||||||
Natural Habitat [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Tour revenues | [1] | 49,689 | $ 34,510 | |||||||||
Tour revenues, Change | [1] | $ 15,179 | $ 34,510 | |||||||||
Tour revenues, % | [1] | 44.00% | ||||||||||
Operating income: | [1] | $ 3,452 | $ 2,187 | |||||||||
Operating income, Change | [1] | $ 1,265 | $ (2,187) | |||||||||
Operating income, % | [1] | 58.00% | ||||||||||
[1] | The 2016 Natural Habitat segment results represent activity from acquisition date of May 2016 through December 31, 2016. |
Segment Information (Details Te
Segment Information (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Information (Textual) | |||
Assets | $ 424,348 | $ 407,701 | |
Amortization expense | 1,600 | 1,300 | $ 300 |
Goodwill | 22,100 | 22,100 | |
Intangibles, net | 4,800 | 5,600 | |
Cost of revenue | 135,526 | 118,977 | 95,417 |
Depreciation and amortization | 17,351 | 18,420 | 11,645 |
Lindblad segment [Member] | |||
Segment Information (Textual) | |||
Assets | 382,700 | 49,600 | |
Intangibles, net | 4,800 | 5,500 | |
Depreciation and amortization | 16,000 | 18,000 | 11,600 |
Capital expenditures | 79,800 | 75,900 | 14,800 |
Lindblad segment [Member] | Operating Rights [Member] | |||
Segment Information (Textual) | |||
Amortization expense | 700 | 700 | $ 300 |
Natural Habitat [Member] | |||
Segment Information (Textual) | |||
Assets | 366,000 | 41,700 | |
Cost of revenue | 2,000 | 500 | |
Depreciation and amortization | 1,400 | 900 | |
Capital expenditures | 700 | 100 | |
Natural Habitat [Member] | Tradenames [Member] | |||
Segment Information (Textual) | |||
Amortization expense | 200 | 100 | |
Natural Habitat [Member] | Customer lists [Member] | |||
Segment Information (Textual) | |||
Amortization expense | $ 700 | $ 500 |
Quarterly Financial Data - Un70
Quarterly Financial Data - Unaudited (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data - Unaudited [Abstract] | |||||||||||
Tour revenues | $ 63,221 | $ 84,584 | $ 55,571 | $ 63,128 | $ 56,128 | $ 70,774 | $ 53,871 | $ 61,573 | $ 266,504 | $ 242,346 | $ 209,985 |
Gross profit | 27,475 | 46,104 | 26,874 | 30,525 | 24,261 | 38,328 | 24,481 | 36,299 | 130,978 | 123,369 | 114,568 |
Net income | $ (15,019) | $ 9,443 | $ (2,578) | $ 625 | $ (8,361) | $ 7,447 | $ (4,494) | $ 10,467 | $ (8,661) | $ 4,864 | $ 19,742 |
Diluted earnings (loss) per share | $ (0.36) | $ 0.20 | $ (0.06) | $ 0.01 | $ (0.19) | $ 0.16 | $ (0.10) | $ 0.23 | $ (0.19) | $ 0.10 | $ 0.43 |