Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
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-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 45,796,330 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 97,284 | $ 96,443 |
Restricted cash and marketable securities | 20,237 | 7,057 |
Marine operating supplies | 5,413 | 5,045 |
Inventories | 1,826 | 1,794 |
Prepaid expenses and other current assets | 22,661 | 21,351 |
Total current assets | 147,421 | 131,690 |
Property and equipment, net | 260,804 | 250,952 |
Goodwill | 22,105 | 22,105 |
Intangibles, net | 9,159 | 9,554 |
Other long-term assets | 9,310 | 10,047 |
Total assets | 448,799 | 424,348 |
Current Liabilities: | ||
Unearned passenger revenues | 111,259 | 112,238 |
Accounts payable and accrued expenses | 24,702 | 30,422 |
Long-term debt - current | 1,500 | 1,750 |
Total current liabilities | 137,461 | 144,410 |
Long-term debt, less current portion | 188,481 | 164,186 |
Deferred tax liabilties | 2,791 | 2,444 |
Other long-term liabilities | 692 | 684 |
Total liabilities | 329,425 | 311,724 |
COMMITMENTS AND CONTINGENCIES | ||
REDEEMABLE NONCONTROLLING INTEREST | 6,423 | 6,302 |
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; 45,767,643 and 45,427,030 issued, 45,357,640 and 44,787,608 outstanding as of March 31, 2018 and December 31, 2017, respectively | 5 | 5 |
Additional paid-in capital | 38,331 | 42,498 |
Retained earnings | 74,615 | 63,819 |
Total stockholders' equity | 112,951 | 106,322 |
Total liabilities, stockholders' equity and redeemable noncontrolling interest | $ 448,799 | $ 424,348 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 45,767,643 | 45,427,030 |
Common stock, shares outstanding | 45,357,640 | 44,787,608 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Tour revenues | $ 82,410 | $ 63,128 |
Cost of tours | 35,871 | 32,603 |
Gross profit | 46,539 | 30,525 |
Operating expenses: | ||
General and administrative | 15,050 | 15,101 |
Selling and marketing | 12,073 | 10,296 |
Depreciation and amortization | 5,045 | 3,763 |
Total operating expenses | 32,168 | 29,160 |
Operating income | 14,371 | 1,365 |
Other (expense) income: | ||
Interest expense, net | (2,734) | (2,315) |
(Loss) gain on foreign currency | (451) | 246 |
Other income (expense) | 8 | (263) |
Total other expense | (3,177) | (2,332) |
Income (loss) before income taxes | 11,194 | (967) |
Income tax expense (benefit) | 277 | (1,592) |
Net income | 10,917 | 625 |
Net income attributable to noncontrolling interest | 121 | 29 |
Net income available to common stockholders | $ 10,796 | $ 596 |
Weighted average shares outstanding | ||
Basic | 45,274,540 | 44,707,273 |
Diluted | 45,667,565 | 45,761,938 |
Net income per share available to common stockholders | ||
Basic | $ 0.24 | $ 0.01 |
Diluted | $ 0.24 | $ 0.01 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Balance at Dec. 31, 2017 | $ 106,322 | $ 5 | $ 42,498 | $ 63,819 |
Balance, shares at Dec. 31, 2017 | 45,427,030 | |||
Stock-based compensation | 866 | 866 | ||
Stock-based compensation, shares | ||||
Issuance of stock for equity compensation plans, net | (4,179) | (4,179) | ||
Issuance of stock for equity compensation plans net, shares | 349,643 | |||
Repurchase of shares and warrants | (854) | (854) | ||
Repurchase of shares and warrants, shares | (9,030) | |||
Net income | 10,796 | 10,796 | ||
Balance at Mar. 31, 2018 | $ 112,951 | $ 5 | $ 38,331 | $ 74,615 |
Balance, shares at Mar. 31, 2018 | 45,767,643 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows From Operating Activities | ||
Net income | $ 10,917 | $ 625 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 5,045 | 3,763 |
Amortization of National Geographic fee | 727 | 727 |
Amortization of deferred financing costs and other, net | 608 | 552 |
Stock-based compensation | 866 | 4,202 |
Deferred income taxes | 347 | (2,073) |
Loss (gain) on foreign currency | 451 | (246) |
Changes in operating assets and liabilities | ||
Marine operating supplies and inventories | (400) | 116 |
Prepaid expenses and other current assets | (1,754) | (1,358) |
Unearned passenger revenues | (939) | 4,261 |
Write-off of unamortized issuance costs related to debt refinancing | 359 | |
Other long-term assets | 10 | 29 |
Other long-term liabilities | 8 | |
Accounts payable and accrued expenses | (5,727) | (7,861) |
Net cash provided by operating activities | 10,518 | 2,737 |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (14,502) | (22,844) |
Transfer to restricted cash and marketable securities | (13,180) | (4,411) |
Net cash used in investing activities | (27,682) | (27,255) |
Cash Flows From Financing Activities | ||
Proceeds from long-term debt | 200,000 | |
Repayments of long-term debt | (170,625) | (438) |
Payment of deferred financing costs | (6,297) | |
Repurchase under stock-based compensation plans and related tax impacts | (4,179) | (1,103) |
Repurchase of warrants and common stock | (854) | (5,572) |
Net cash provided by (used in) financing activities | 18,045 | (7,113) |
Effect of exchange rate changes on cash | (40) | (3) |
Net increase (decrease) in cash and cash equivalents | 841 | (31,634) |
Cash and cash equivalents at beginning of period | 96,443 | 135,416 |
Cash and cash equivalents at end of period | 97,284 | 103,782 |
Cash paid during the period: | ||
Interest | 3,012 | 2,601 |
Income taxes | 45 | 12 |
Non-cash investing and financing activities: | ||
Additional paid-in capital exercise proceeds of option shares | 1,682 | 168 |
Additional paid-in capital exchange proceeds used for option shares | $ (1,682) | $ (168) |
Business
Business | 3 Months Ended |
Mar. 31, 2018 | |
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. Through our subsidiary, Natural Habitat, the Company offers primarily land-based trips 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 six 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. The Company’s common stock and warrants are listed on the NASDAQ Capital Market under the symbols “LIND” and “LINDW,” respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and footnote disclosures normally included in the condensed consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. Accordingly, these unaudited condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2017 contained in the Annual Report on Form 10-K filed with the SEC on March 2, 2018. Principles of Consolidation The condensed consolidated financial statements of the Company include Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries. Reclassifications We have reclassified certain prior period amounts to conform to the current period presentation, with no impact on consolidated net income or cash flows. 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 Revenues are measured based on consideration specified in our contracts with guests and are recognized as the related performance obligations are satisfied. The majority of our revenues are derived from guest ticket contracts which are reported as tour revenues in our condensed consolidated statements of operations. Our primary performance obligation under this contract is to provide an expedition and may include pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Upon satisfaction of these performance obligations, the Company recognizes revenue over the duration of each expedition. Tour revenues also include revenues from the sale of goods and services onboard our ships, cancellation fees and trip insurance. Revenues from the sale of goods and services rendered onboard are recognized upon purchase. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. The Company records a liability for estimated trip insurance claims based on the Company’s claims history. Proceeds received from trip insurance premiums in excess of this liability are recorded as revenue in the period in which they are received. Customer Deposits and Contract Liabilities The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Guest deposits represent unearned revenues and are reported as unearned passenger revenues in the condensed consolidated balance sheet when received and are subsequently recognized as tour revenue during the duration of the expedition. Accounting Standards Codification, Revenue from Contracts with Customers 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 associated with restricted stock awards or issuable upon the exercise of stock options, using the treasury stock method. For the three months ended March 31, 2018 and 2017, the Company calculated earnings per share as follows: For the three months ended (In thousands, except share and per share data) 2018 2017 (unaudited) Net income available to common stockholders $ 10,796 $ 596 Weighted average shares outstanding: Total weighted average shares outstanding, basic 45,274,540 44,707,273 Dilutive potential common shares 393,025 1,054,665 Total weighted average shares outstanding, diluted 45,667,565 45,761,938 Net income per share available to Lindblad Basic $ 0.24 $ 0.01 Diluted $ 0.24 $ 0.01 The Company’s Board of Directors and stockholders approved a 2015 Long-Term Incentive Plan, which includes the authority to issue up to 2,500,000 shares of Lindblad common stock. As of March 31, 2018, options to purchase an aggregate of 220,000 shares of the Company’s common stock with a weighted average exercise price of $9.63 per share were outstanding. As of March 31, 2018 and 2017, 10,088,074 and 10,673,015 warrants, respectively, expiring July 8, 2020 to purchase common stock at a price of $11.50 per share were outstanding. These warrants were anti-dilutive and were not included in the calculation of diluted weighted average shares outstanding. Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less, as well as deposits in financial institutions, to be cash and cash equivalents. Concentration of Credit Risk The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. As of March 31, 2018 and December 31, 2017, the Company’s cash held in financial institutions outside of the U.S. amounted to $6.7 million and $4.1 million, respectively. Restricted Cash and Marketable Securities Restricted cash and marketable securities consist of the following: As of As of (In thousands) (unaudited) Federal Maritime Commission escrow $ 17,383 $ 4,186 Credit card processor reserves 1,530 1,530 Certificates of deposit and other restricted securities 1,324 1,341 Total restricted cash and marketable securities $ 20,237 $ 7,057 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow all unearned guest revenues collected for sailings from U.S. ports. At March 31, 2018 and December 31, 2017, a cash reserve of approximately $1.5 million is required for credit card deposits by third-party credit card processors. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value. 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 As of (In thousands) (unaudited) Prepaid tour expenses $ 9,938 $ 9,846 Prepaid air expense 3,546 3,621 Prepaid client insurance 2,560 2,525 Prepaid marketing, commissions and other expenses 2,511 2,495 Prepaid corporate insurance 2,457 1,033 Prepaid port agent fees 840 1,022 Prepaid income taxes 809 809 Total prepaid expenses $ 22,661 $ 21,351 Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization were computed using the straight line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15-25 Furniture and equipment 5 Computer hardware and software 5 Leasehold improvements, including port facilities Shorter of lease term or related asset life Vessel improvement costs that add value to the Company’s vessels are capitalized and depreciated over the shorter of the improvements or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement 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 more frequently if warranted. As of March 31, 2018 there was no indication of impairment. 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 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 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 March 31, 2018 and December 31, 2017, there was no triggering event and the Company did not record an impairment for intangible assets. Long-Lived Assets The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess 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 March 31, 2018 and December 31, 2017, there was no triggering event and the Company did not record an impairment of its long-lived assets. Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: As of March 31, 2018 As of December 31, 2017 (In thousands) (unaudited) Accrued other expense $ 7,045 $ 7,001 Accounts payable 4,321 7,791 New build liability 3,817 2,730 Employee liability 2,744 2,644 Royalty payable 1,605 1,673 Income tax liabilities 1,368 1,490 Bonus compensation liabilty 1,276 3,736 Travel certificate liability 1,128 1,120 Refunds and commissions payable 926 1,805 Accrued travel insurance expense 472 432 Total accounts payable and accrued expenses $ 24,702 $ 30,422 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, approximate fair value due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of March 31, 2018. As of March 31, 2018 and December 31, 2017, the Company had no other significant liabilities that were measured at fair value on a recurring basis. The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established. The determination of the required valuation allowance against net deferred tax assets was made without taking into account the deferred tax liabilities created from the book and tax differences on indefinite-lived assets. The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of our foreign and U.S. companies to determine the appropriate level of valuation allowances. The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes reflect the “more-likely-than-not” criteria of FASB’s authoritative guidance on accounting for uncertainty in income taxes, and it has established income tax reserves in accordance with this guidance where necessary. Once a financial statement benefit for a tax position is recorded or a tax reserve is established, the Company adjusts it only when there is more information available or when an event occurs necessitating a change. While the Company believes that the amount of the recorded financial statement benefits and tax reserves reflect the more-likely-than-not criteria, it is possible that the ultimate outcome of current or future examinations may result in a reduction to the tax benefits previously recorded on its condensed consolidated financial statements or may exceed the current income tax reserves in amounts that could be material. As of March 31, 2018, and December 31, 2017, the Company had a liability for unrecognized tax benefits of $0.4 million, which was included in other long-term liabilities. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the three months ended March 31, 2018 and 2017, interest and penalties related to uncertain tax positions included in income tax expense are 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 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. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), codified as Accounting Standards Update (“ASU”) 2018-05, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 is effective for reporting periods that include December 22, 2017. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in its financial statements as of December 31, 2017, resulting in additional tax expense of $12.7 million in that period. As the Company collects and prepares the necessary data, and interprets the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, it may make adjustments to the provisional amounts. Those adjustments may materially impact the Company’s provision for income taxes and effective tax rate in the period in which the adjustments are made. To date, management has not made any adjustments to the provisional amounts for the remeasurement of deferred tax assets/liabilities and the deemed repatriation of certain foreign subsidiary earnings. The accounting for the tax effects of the Tax Act will be completed in 2018. Stock-Based Compensation The Company accounts for equity instruments issued to employees, non-employee 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 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 In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-12, Derivatives and Hedging Targeted Improvements to Accounting for Hedging Activities In February 2016, the FASB issued ASU No. 2016-02, Leases Accounting Pronouncements Recently Adopted In 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 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 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | NOTE 3 – LONG-TERM DEBT As of As of (unaudited) (In thousands) Principal Discount and Deferred Financing Costs, net Balance Principal Discount and Deferred Financing Costs, net Balance Note payable $ 2,525 $ - $ 2,525 $ 2,525 $ - $ 2,525 Credit Facility 200,000 (12,544 ) 187,456 170,625 (7,214 ) 163,411 Total long-term debt 202,525 (12,544 ) 189,981 173,150 (7,214 ) 165,936 Less current portion (1,500 ) - (1,500 ) (1,750 ) - (1,750 ) Total long-term debt, non-current $ 201,025 $ (12,544 ) $ 188,481 $ 171,400 $ (7,214 ) $ 164,186 Credit Facility On March 27, 2018, the Company entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”) providing for a refinancing and amendment of the terms of the Company’s existing secured credit facility, dated as of March 7, 2016 (the “Superseded Agreement”). The Amended Credit Agreement provides for a $200.0 million senior secured first lien term loan facility (the “Term Facility”), which represents an increase of $25.0 million from the senior secured first lien term loan facility under the Superseded Agreement. The Term Facility matures March 27, 2025. Consistent with the Superseded Agreement, the Amended Credit Agreement also provides for a $45.0 million senior secured incremental revolving credit facility (the “Revolving Facility”), which includes a $5.0 million letter of credit sub-facility. The Company’s obligations under the Amended Credit Agreement remain secured by substantially all of the assets of the Company. The Company capitalized $4.2 million related to lender and third-party fees in connection with the Third Amended and Restated Credit Agreement. In addition, the entry into the Third Amended and Restated Credit Agreement was considered a debt modification with a partial extinguishment, as a result the Company incurred costs of $1.0 million during the three months ended March 31, 2018. Borrowings under the Term Facility will bear interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of 3.50%, which steps down to 3.25% if the Company’s debt rating from Moody’s and S&P are both B1 (stable) or better and BB (negative) or better, respectively. The interest rate at March 31, 2018 is 5.95%. Borrowings under the Revolving Facility will bear interest at an adjusted ICE Benchmark administration LIBOR plus a spread of 3.00%, or, at the option of the Company, an alternative base rate plus a spread of 2.00%. The Company is also required to pay a 0.5% annual commitment fee on undrawn amounts under the Revolving Credit Facility, which matures on March 27, 2023. 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 March 31, 2018, 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 March 31, 2018, the Company had no borrowings under the Revolving Credit Facility. For the three months ended March 31, 2018 and 2017, deferred financing costs charged to interest expense was $0.6 million. 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 ice class vessel, the National Geographic Endurance, At the Borrower’s election, the loan will bear interest either at a fixed interest rate effectively equal to 5.78% or a floating interest rate equal to three-month LIBOR plus a margin of 3.00% per annum. The loan will amortize quarterly based on a twelve-year profile, with 70% maturing over twelve years from drawdown, and 30% maturing over five years from drawdown. The loan will be secured by a first priority mortgage over the new vessel and the assignment of related insurances. The Export Credit Agreement also contains customary events of default and mandatory prepayment events for, among other things, non-payment, breach of covenants, default on certain other indebtedness, certain large judgments and a change of control of the Company or the Borrower. In addition to paying interest on any outstanding loans under the facility, the Borrower is required to pay customary coordination, arrangement, agency, collateral and commitment fees. Amounts drawn under the Export Credit Agreement may be voluntarily prepaid at any time subject to customary breakage costs. All obligations of the Borrower under the Export Credit Agreement are guaranteed by the Company. Note Payable On May 4, 2016, in connection with the Natural Habitat acquisition, Natural Habitat issued an unsecured promissory note to Benjamin L. Bressler, the founder of Natural Habitat, with an outstanding principal amount of $2.5 million due at maturity on December 31, 2020. The promissory note accrues interest at a rate of 1.44% annually, with interest payable every six months. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2018 | |
Employee Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 4 – EMPLOYEE BENEFIT PLAN The Company has a 401(k) profit sharing plan and trust for its employees. The Company matches 30% of employee contributions up to annual maximum of $2,100 as of March 31, 2018 and 2017. For the three months ended March 31, 2018 and 2017, the Company’s benefit plan contribution was $0.1 million. The benefit plan contribution is included in general and administrative expenses on the accompanying condensed consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 – 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. 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 exercise of stock options and vesting of stock awards. All repurchases were made using cash resources. During the three months ended March 31, 2018 the Company repurchased 9,030 shares of common stock for $0.1 million and 568,446 warrants for $0.8 million. The Company has cumulatively repurchased 864,806 shares of common stock for $8.1 million and 6,011,926 warrants for $14.7 million, since plan inception. The balance as of April 30, 2018 for the repurchase plan was $12.1 million. 2018 Long-Term Incentive Compensation In March 2017, the Company’s compensation committee 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 132,741 RSUs on March 30, 2018 at a grant price of $10.27. 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 March 30, 2018, the Company awarded 88,851 of targeted PSUs with the number of shares determined based upon the closing price of our common stock on March 30, 2018 of $10.27. Stock Options During the three months ended March 31, 2018, 955,424 stock options were exercised at an exercise price of $1.76 per share in a cashless transaction. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Fleet Expansion On December 2, 2015, the Company entered into two separate Vessel Construction Agreements, (collectively, the “Agreements”) with Ice Floe, LLC, a Washington limited liability company doing business as Nichols Brothers Boat Builders (the “Builder”). The Agreements provide for the Builder to construct two new 236-foot 100-passenger cruise vessels. The first vessel, 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, the National Geographic Endurance, Royalty Agreement – National Geographic The Company is engaged in an alliance and license agreement with National Geographic, which allows the Company to use the National Geographic name and logo. In return for these rights, the Company is charged a royalty fee. The royalty fee is included within selling and marketing expense on the accompanying condensed consolidated statements of 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 condensed 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 three months ended March 31, 2018 and 2017 totaled $1.6 million and $1.2 million, respectively. The balances outstanding to National Geographic as of March 31, 2018 and December 31, 2017 are $1.6 million and $1.7 million, respectively, and are included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. Royalty Agreement – World Wildlife Fund Natural Habitat has a license agreement with World Wildlife Fund, which allows it to use the WWF name and logo. In return for these rights, Natural Habitat is charged a royalty fee and a fee based on annual gross sales. The fees are included within selling and marketing expense on the accompanying condensed consolidated statements of operations. The annual royalty payment and gross sales fees are paid on a quarterly basis. For the three months ended March 31, 2018 and 2017, these fees totaled $0.2 million. Charter Commitments From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions. Future minimum payments on its charter agreements as of March 31, 2018 are as follows: For the years ended December 31, Amount (In thousands) (unaudited) 2018 (nine months) $ 6,027 2019 8,451 2020 130 Total $ 14,608 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 7 – SEGMENT INFORMATION The Company evaluates the performance of its business segments based largely on tour revenues and operating income, and results of the segments without allocating other income and expenses, net, income taxes and interest expense, net. For the three months ended March 31, 2018 and 2017 operating results were: For the three months ended (In thousands) 2018 2017 Change % Tour revenues: (unaudited) Lindblad $ 70,453 $ 53,202 $ 17,251 32 % Natural Habitat 11,957 9,926 2,031 20 % Total tour revenues $ 82,410 $ 63,128 $ 19,282 31 % Operating income: Lindblad $ 13,439 $ 1,266 $ 12,173 NM Natural Habitat 932 99 833 NM Total operating income $ 14,371 $ 1,365 $ 13,006 NM As of March 31, 2018 and December 31, 2017, total assets for the Lindblad segment and for the Natural Habitat segment were $395.2 million and $53.6 million, respectively, and $382.7 million and $49.6 million, respectively. As of March 31, 2018 and December 31, 2017, there were $4.6 million and $4.8 million, respectively, of intangibles, net related to the Lindblad segment. As of March 31, 2018 and December 31, 2017, there was $22.1 million in goodwill and $4.6 million and $4.8 million in intangibles, respectively, that were related to the Natural Habitat segment. For the Lindblad segment, capital expenditures for the three months ended March 31, 2018 and 2017 were $14.4 million and $22.8 million, respectively. Depreciation and amortization expense for the three months ended March 31, 2018 and 2017 was $4.7 million and $3.4 million, respectively. For the three months ended March 31, 2018 and 2017, amortization expense related to operating rights was $0.2 million. For the Natural Habitat segment for the three months ended March 31, 2018 and 2017, amortization of tradenames and customer lists was $0.2 million. For the three months ended March 31, 2018 and 2017 there was $0.4 million and $0.3 million in depreciation and amortization expense, respectively, and $0.1 million in capital expenditures. There were $1.0 million and $0.2 million in intercompany tour revenues between the Lindblad and Natural Habitat segments eliminated in consolidation for the three months ended March 31, 2018 and 2017, respectively. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and footnote disclosures normally included in the condensed consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. Accordingly, these unaudited condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2017 contained in the Annual Report on Form 10-K filed with the SEC on March 2, 2018. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of the Company include Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries. |
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 Revenues are measured based on consideration specified in our contracts with guests and are recognized as the related performance obligations are satisfied. The majority of our revenues are derived from guest ticket contracts which are reported as tour revenues in our condensed consolidated statements of operations. Our primary performance obligation under this contract is to provide an expedition and may include pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Upon satisfaction of these performance obligations, the Company recognizes revenue over the duration of each expedition. Tour revenues also include revenues from the sale of goods and services onboard our ships, cancellation fees and trip insurance. Revenues from the sale of goods and services rendered onboard are recognized upon purchase. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. The Company records a liability for estimated trip insurance claims based on the Company’s claims history. Proceeds received from trip insurance premiums in excess of this liability are recorded as revenue in the period in which they are received. |
Customer Deposits and Contract Liabilities | Customer Deposits and Contract Liabilities The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Guest deposits represent unearned revenues and are reported as unearned passenger revenues in the condensed consolidated balance sheet when received and are subsequently recognized as tour revenue during the duration of the expedition. Accounting Standards Codification, Revenue from Contracts with Customers |
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 associated with restricted stock awards or issuable upon the exercise of stock options, using the treasury stock method. For the three months ended March 31, 2018 and 2017, the Company calculated earnings per share as follows: For the three months ended (In thousands, except share and per share data) 2018 2017 (unaudited) Net income available to common stockholders $ 10,796 $ 596 Weighted average shares outstanding: Total weighted average shares outstanding, basic 45,274,540 44,707,273 Dilutive potential common shares 393,025 1,054,665 Total weighted average shares outstanding, diluted 45,667,565 45,761,938 Net income per share available to Lindblad Basic $ 0.24 $ 0.01 Diluted $ 0.24 $ 0.01 The Company’s Board of Directors and stockholders approved a 2015 Long-Term Incentive Plan, which includes the authority to issue up to 2,500,000 shares of Lindblad common stock. As of March 31, 2018, options to purchase an aggregate of 220,000 shares of the Company’s common stock with a weighted average exercise price of $9.63 per share were outstanding. As of March 31, 2018 and 2017, 10,088,074 and 10,673,015 warrants, respectively, expiring July 8, 2020 to purchase common stock at a price of $11.50 per share were outstanding. These warrants were anti-dilutive and were not included in the calculation of diluted weighted average shares outstanding. |
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. As of March 31, 2018 and December 31, 2017, the Company’s cash held in financial institutions outside of the U.S. amounted to $6.7 million and $4.1 million, respectively. |
Restricted Cash and Marketable Securities | Restricted Cash and Marketable Securities Restricted cash and marketable securities consist of the following: As of As of (In thousands) (unaudited) Federal Maritime Commission escrow $ 17,383 $ 4,186 Credit card processor reserves 1,530 1,530 Certificates of deposit and other restricted securities 1,324 1,341 Total restricted cash and marketable securities $ 20,237 $ 7,057 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow all unearned guest revenues collected for sailings from U.S. ports. At March 31, 2018 and December 31, 2017, a cash reserve of approximately $1.5 million is required for credit card deposits by third-party credit card processors. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value. |
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 As of (In thousands) (unaudited) Prepaid tour expenses $ 9,938 $ 9,846 Prepaid air expense 3,546 3,621 Prepaid client insurance 2,560 2,525 Prepaid marketing, commissions and other expenses 2,511 2,495 Prepaid corporate insurance 2,457 1,033 Prepaid port agent fees 840 1,022 Prepaid income taxes 809 809 Total prepaid expenses $ 22,661 $ 21,351 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization were computed using the straight line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15-25 Furniture and equipment 5 Computer hardware and software 5 Leasehold improvements, including port facilities Shorter of lease term or related asset life Vessel improvement costs that add value to the Company’s vessels are capitalized and depreciated over the shorter of the improvements or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement 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 more frequently if warranted. As of March 31, 2018 there was no indication of impairment. |
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 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 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 March 31, 2018 and December 31, 2017, 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 March 31, 2018 and December 31, 2017, there was no triggering event and the Company did not record an impairment of its long-lived assets. |
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 March 31, 2018 As of December 31, 2017 (In thousands) (unaudited) Accrued other expense $ 7,045 $ 7,001 Accounts payable 4,321 7,791 New build liability 3,817 2,730 Employee liability 2,744 2,644 Royalty payable 1,605 1,673 Income tax liabilities 1,368 1,490 Bonus compensation liabilty 1,276 3,736 Travel certificate liability 1,128 1,120 Refunds and commissions payable 926 1,805 Accrued travel insurance expense 472 432 Total accounts payable and accrued expenses $ 24,702 $ 30,422 |
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, approximate fair value due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of March 31, 2018. As of March 31, 2018 and December 31, 2017, the Company had no other significant liabilities that were measured at fair value on a recurring basis. The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established. The determination of the required valuation allowance against net deferred tax assets was made without taking into account the deferred tax liabilities created from the book and tax differences on indefinite-lived assets. The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of our foreign and U.S. companies to determine the appropriate level of valuation allowances. The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes reflect the “more-likely-than-not” criteria of FASB’s authoritative guidance on accounting for uncertainty in income taxes, and it has established income tax reserves in accordance with this guidance where necessary. Once a financial statement benefit for a tax position is recorded or a tax reserve is established, the Company adjusts it only when there is more information available or when an event occurs necessitating a change. While the Company believes that the amount of the recorded financial statement benefits and tax reserves reflect the more-likely-than-not criteria, it is possible that the ultimate outcome of current or future examinations may result in a reduction to the tax benefits previously recorded on its condensed consolidated financial statements or may exceed the current income tax reserves in amounts that could be material. As of March 31, 2018, and December 31, 2017, the Company had a liability for unrecognized tax benefits of $0.4 million, which was included in other long-term liabilities. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the three months ended March 31, 2018 and 2017, interest and penalties related to uncertain tax positions included in income tax expense are 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 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. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), codified as Accounting Standards Update (“ASU”) 2018-05, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 is effective for reporting periods that include December 22, 2017. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in its financial statements as of December 31, 2017, resulting in additional tax expense of $12.7 million in that period. As the Company collects and prepares the necessary data, and interprets the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, it may make adjustments to the provisional amounts. Those adjustments may materially impact the Company’s provision for income taxes and effective tax rate in the period in which the adjustments are made. To date, management has not made any adjustments to the provisional amounts for the remeasurement of deferred tax assets/liabilities and the deemed repatriation of certain foreign subsidiary earnings. The accounting for the tax effects of the Tax Act will be completed in 2018. |
Stock-Based Compensation | 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 ASU No. 2017-12, Derivatives and Hedging Targeted Improvements to Accounting for Hedging Activities In February 2016, the FASB issued ASU No. 2016-02, Leases Accounting Pronouncements Recently Adopted In 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 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 |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of calculated earnings per share | For the three months ended (In thousands, except share and per share data) 2018 2017 (unaudited) Net income available to common stockholders $ 10,796 $ 596 Weighted average shares outstanding: Total weighted average shares outstanding, basic 45,274,540 44,707,273 Dilutive potential common shares 393,025 1,054,665 Total weighted average shares outstanding, diluted 45,667,565 45,761,938 Net income per share available to Lindblad Basic $ 0.24 $ 0.01 Diluted $ 0.24 $ 0.01 |
Schedule of restricted cash and marketable securities | As of As of (In thousands) (unaudited) Federal Maritime Commission escrow $ 17,383 $ 4,186 Credit card processor reserves 1,530 1,530 Certificates of deposit and other restricted securities 1,324 1,341 Total restricted cash and marketable securities $ 20,237 $ 7,057 |
Summary of prepaid expenses and other current assets | As of As of (In thousands) (unaudited) Prepaid tour expenses $ 9,938 $ 9,846 Prepaid air expense 3,546 3,621 Prepaid client insurance 2,560 2,525 Prepaid marketing, commissions and other expenses 2,511 2,495 Prepaid corporate insurance 2,457 1,033 Prepaid port agent fees 840 1,022 Prepaid income taxes 809 809 Total prepaid expenses $ 22,661 $ 21,351 |
Schedule of straight line method over the estimated useful lives of the assets | Years Vessels and vessel improvements 15-25 Furniture and equipment 5 Computer hardware and software 5 Leasehold improvements, including port facilities Shorter of lease term or related asset life |
Summary of accounts payable and accrued expenses | As of March 31, 2018 As of December 31, 2017 (In thousands) (unaudited) Accrued other expense $ 7,045 $ 7,001 Accounts payable 4,321 7,791 New build liability 3,817 2,730 Employee liability 2,744 2,644 Royalty payable 1,605 1,673 Income tax liabilities 1,368 1,490 Bonus compensation liabilty 1,276 3,736 Travel certificate liability 1,128 1,120 Refunds and commissions payable 926 1,805 Accrued travel insurance expense 472 432 Total accounts payable and accrued expenses $ 24,702 $ 30,422 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt instruments | As of As of (unaudited) (In thousands) Principal Discount and Deferred Financing Costs, net Balance Principal Discount and Deferred Financing Costs, net Balance Note payable $ 2,525 $ - $ 2,525 $ 2,525 $ - $ 2,525 Credit Facility 200,000 (12,544 ) 187,456 170,625 (7,214 ) 163,411 Total long-term debt 202,525 (12,544 ) 189,981 173,150 (7,214 ) 165,936 Less current portion (1,500 ) - (1,500 ) (1,750 ) - (1,750 ) Total long-term debt, non-current $ 201,025 $ (12,544 ) $ 188,481 $ 171,400 $ (7,214 ) $ 164,186 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum principal payments | For the years ended December 31, Amount (In thousands) (unaudited) 2018 (nine months) $ 6,027 2019 8,451 2020 130 Total $ 14,608 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Information [Abstract] | |
Summary of operating results for the business segments | For the three months ended (In thousands) 2018 2017 Change % Tour revenues: (unaudited) Lindblad $ 70,453 $ 53,202 $ 17,251 32 % Natural Habitat 11,957 9,926 2,031 20 % Total tour revenues $ 82,410 $ 63,128 $ 19,282 31 % Operating income: Lindblad $ 13,439 $ 1,266 $ 12,173 NM Natural Habitat 932 99 833 NM Total operating income $ 14,371 $ 1,365 $ 13,006 NM |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||
Net income available to common stockholders | $ 10,796 | $ 596 |
Weighted average shares outstanding: | ||
Total weighted average shares outstanding, basic | 45,274,540 | 44,707,273 |
Dilutive potential common shares | 393,025 | 1,054,665 |
Total weighted average shares outstanding, diluted | 45,667,565 | 45,761,938 |
Net income per share available to Lindblad | ||
Basic | $ 0.24 | $ 0.01 |
Diluted | $ 0.24 | $ 0.01 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | $ 20,237 | $ 7,057 |
Certificates of deposit and other restricted securities [Member] | ||
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | 1,324 | 1,341 |
Federal Maritime Commission escrow [Member] | ||
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | 17,383 | 4,186 |
Credit card processor reserves [Member] | ||
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | $ 1,530 | $ 1,530 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies [Abstract] | ||
Prepaid tour expenses | $ 9,938 | $ 9,846 |
Prepaid air expense | 3,546 | 3,621 |
Prepaid client insurance | 2,560 | 2,525 |
Prepaid marketing, commissions and other expenses | 2,511 | 2,495 |
Prepaid corporate insurance | 2,457 | 1,033 |
Prepaid port agent fees | 840 | 1,022 |
Prepaid income taxes | 809 | 809 |
Total prepaid expenses | $ 22,661 | $ 21,351 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details 3) | 3 Months Ended |
Mar. 31, 2018 | |
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 port facilities [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements, including port facilities | Shorter of lease term or related asset life |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details 4) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies [Abstract] | ||
Accrued other expense | $ 7,045 | $ 7,001 |
Accounts payable | 4,321 | 7,791 |
New build liability | 3,817 | 2,730 |
Employee liability | 2,744 | 2,644 |
Royalty payable | 1,605 | 1,673 |
Income tax liabilities | 1,368 | 1,490 |
Bonus compensation liabilty | 1,276 | 3,736 |
Travel certificate liability | 1,128 | 1,120 |
Refunds and commissions payable | 926 | 1,805 |
Accrued travel insurance expense | 472 | 432 |
Total accounts payable and accrued expenses | $ 24,702 | $ 30,422 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)OperatingsegmentsReportablesegments$ / sharesshares | Mar. 31, 2017$ / sharesshares | Dec. 31, 2017USD ($) | |
Summary of Significant Accounting Policies (Textual) | |||
Number of vessels, description | The Company operates two vessels year-round in the Galápagos National Park in Ecuador: the National Geographic Endeavour II National Geographic Islander | ||
Cash held in financial institutions | $ 6.7 | $ 4.1 | |
Credit card deposits | 1.5 | 1.5 | |
Unrecognized tax benefits | 0.4 | 0.4 | |
Additional tax expense | 12.7 | ||
Contract liabilities | 45.6 | $ 40.3 | |
Revenues related to our contract liabilities | $ 38.3 | ||
2015 Long-Term Incentive Plan [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Issuance of maximum shares of common stock approved by Board of directors and stockholders | shares | 2,500,000 | ||
Options to purchase an aggregate shares of common stock | shares | 220,000 | ||
Weighted average exercise price per share | $ / shares | $ 9.63 | ||
Warrant [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Anti-dilutive excluded potential common shares | shares | 10,088,074 | 10,673,015 | |
Warrants to purchase common stock at price | $ / shares | $ 11.50 | $ 11.50 | |
Warrants expiration date | Jul. 8, 2020 | Jul. 8, 2020 | |
Tradenames [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Number of operating segments | Operatingsegments | 2 | ||
Number of reportable segments | Reportablesegments | 2 | ||
Intangibles, estimated useful life | 15 years | ||
Customer lists [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Intangibles, estimated useful life | 5 years |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | $ 202,525 | $ 171,400 |
Discount and Deferred Financing Costs net, Total long-term debt | (12,544) | (7,214) |
Balance, Total long-term debt | 189,981 | 164,186 |
Principal, Less current portion | (1,500) | (1,750) |
Discount and Deferred Financing Costs net, less current portion | ||
Balance, net of discount, less current portion | (1,500) | (1,750) |
Principal, Total long-term debt, non-current | 201,025 | 171,400 |
Discount and Deferred Financing Costs net, Total long-term debt, non-current | (12,544) | (7,214) |
Balance, net of discount, Total long-term debt, non-current | 188,481 | 164,186 |
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, Total long-term debt | 2,525 | 2,525 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | 200,000 | 170,625 |
Discount and Deferred Financing Costs net, Total long-term debt | (12,544) | (7,214) |
Balance, Total long-term debt | $ 187,456 | $ 163,411 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | Mar. 27, 2018 | Jan. 08, 2018 | May 04, 2016 | Mar. 31, 2018 | Mar. 31, 2017 |
Long-Term Debt (Textual) | |||||
Deferred financing costs charged to interest expense | $ 608 | $ 552 | |||
Credit agreement, description | The Company capitalized $4.2 million related to lender and third-party fees in connection with the Third Amended and Restated Credit Agreement. In addition, the entry into the Third Amended and Restated Credit Agreement was considered a debt modification with a partial extinguishment, as a result the Company incurred costs of $1.0 million. | ||||
Credit Facility [Member] | |||||
Long-Term Debt (Textual) | |||||
Maximum borrowing capacity | $ 200,000 | ||||
Increase in line of credit facility | $ 25,000 | ||||
Credit facility, expiration date | Mar. 27, 2025 | ||||
Deferred financing costs charged to interest expense | $ 600 | $ 600 | |||
Credit agreement, description | Borrowings under the Term Facility will bear interest at an adjusted ICE Benchmark administration LIBOR plus a spread of 3.50%, which steps down to 3.25% if the Company's debt rating from Moody's and S&P are both B1 (stable) or better and BB (negative) or better, respectively. The interest rate at March 31, 2018 is 5.95%. | ||||
Revolving Facility [Member] | |||||
Long-Term Debt (Textual) | |||||
Increase in line of credit facility | $ 5,000 | ||||
Description of interest rate | Borrowings under the Revolving Facility will bear interest at an adjusted ICE Benchmark administration LIBOR plus a spread of 3.00%, or, at the option of the Company, an alternative base rate plus a spread of 2.00%. The Company is also required to pay a 0.5% annual commitment fee on undrawn amounts under the Revolving Credit Facility. | ||||
Credit facility, expiration date | Mar. 27, 2023 | ||||
Revolving credit facility | $ 45,000 | ||||
Note payable [Member] | |||||
Long-Term Debt (Textual) | |||||
Outstanding principal amount | $ 2,500 | ||||
Debt maturity date | Dec. 31, 2020 | ||||
Promissory note interest rate | 1.44% | ||||
Restated Credit Facility [Member] | |||||
Long-Term Debt (Textual) | |||||
Credit agreement, description | 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. | ||||
Senior Secured Credit Agreement [Member] | |||||
Long-Term Debt (Textual) | |||||
Outstanding principal amount | $ 107,700 | ||||
Description of interest rate | 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. | ||||
Credit agreement, description | The purpose of providing financing for up to 80% of the purchase price of the Company's new ice class vessel, the National Geographic Endurance, targeted to be completed in January 2020. 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. |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Benefit Plan (Textual) | ||
Percentage match of employee contributions | 30.00% | |
Annual maximum amount of company match per employee | $ 2,100 | $ 2,100 |
Benefit plan contribution recorded with general and administrative expenses | $ 100,000 | $ 100,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2016 | Apr. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Stockholders' Equity (Textual) | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||
Repurchase of shares and warrants | $ (854) | ||||
Shares granted | 132,741 | ||||
Grant price | $ 10.27 | ||||
Share based payment award, description | 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 March 30, 2018, the Company awarded 88,851 of targeted PSUs with the number of shares determined based upon the closing price of our common stock on March 30, 2018 of $10.27. | ||||
Stock options exercised | 955,424 | ||||
Stock options exercise price | $ 1.76 | ||||
Maximum [Member] | |||||
Stockholders' Equity (Textual) | |||||
Percentage of level ranging | 200.00% | ||||
Minimum [Member] | |||||
Stockholders' Equity (Textual) | |||||
Percentage of level ranging | 0.00% | ||||
Stock and Warrant Repurchase Plan [Member] | Subsequent Event [Member] | |||||
Stockholders' Equity (Textual) | |||||
Repurchase of shares and warrants | $ 12,100 | ||||
Common Stock [Member] | |||||
Stockholders' Equity (Textual) | |||||
Repurchase of shares and warrants | |||||
Repurchase of shares and warrants, shares | (9,030) | ||||
Common Stock [Member] | Stock and Warrant Repurchase Plan [Member] | |||||
Stockholders' Equity (Textual) | |||||
Repurchase of shares and warrants | $ 100 | $ 8,100 | |||
Repurchase of shares and warrants, shares | 9,030 | 864,806 | |||
Warrant [Member] | Stock and Warrant Repurchase Plan [Member] | |||||
Stockholders' Equity (Textual) | |||||
Repurchase of shares and warrants | $ 800 | $ 14,700 | |||
Repurchase of shares and warrants, shares | 568,446 | 6,011,926 | |||
Board of Directors [Member] | Stock and Warrant Repurchase Plan [Member] | Maximum [Member] | |||||
Stockholders' Equity (Textual) | |||||
Stock and warrant repurchase value increased | $ 35,000 | ||||
Board of Directors [Member] | Stock and Warrant Repurchase Plan [Member] | Minimum [Member] | |||||
Stockholders' Equity (Textual) | |||||
Stock and warrant repurchase value increased | $ 15,000 |
Commitments and Contingencies29
Commitments and Contingencies (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Future minimum payments on its charter agreements | |
2018 (nine months) | $ 6,027 |
2,019 | 8,451 |
2,020 | 130 |
Total | $ 14,608 |
Commitments and Contingencies30
Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | Dec. 02, 2015 | Nov. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
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 amended the agreement for the second vessel, the National Geographic Venture, in October 2017. The current contract price is $57.3 million and the vessel is scheduled to be completed in the fourth quarter of 2018, subject to extension for certain events, such as change orders. As of March 31, 2018, the Company has paid Ice Floe, LLC $34.8 million related to the National Geographic Venture. The Company may terminate the applicable Agreement in the event the builder fails to deliver the vessel within 180 days of the applicable due date or the builder becomes insolvent or otherwise bankrupt. The Agreement also contains customary representations, warranties, covenants and indemnities. | ||||
National Geographic [Member] | Royalty Agreement [Member] | |||||
Commitments and Contingencies (Textual) | |||||
Royalty expense | $ 1.6 | $ 1.2 | |||
Balance outstanding | 1.6 | $ 1.7 | |||
World Wildlife Fund [Member] | Royalty Agreement [Member] | |||||
Commitments and Contingencies (Textual) | |||||
Royalty expense | $ 0.2 | $ 0.2 | |||
Ulstein Verft [Member] | |||||
Commitments and Contingencies (Textual) | |||||
Vessel construction agreements, description | The Company entered into an agreement with Ulstein Verft to construct a polar ice class vessel, the National Geographic Endurance, with a total purchase price of 1,066.0 million Norwegian Kroner (NOK). Subsequently, the Company exercised its right to make payments in United States Dollars, which resulted in a purchase price of $134.6 million, including hedging costs. The purchase price is subject to potential adjustments from contract specifications for variations in speed, 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. | ||||
Cruise vessels at a purchase price | $ 134.6 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Tour revenues | $ 82,410 | $ 63,128 |
Tour revenues, Change | $ 19,282 | |
Tour revenues, % | 31.00% | |
Operating income: | $ 14,371 | 1,365 |
Operating income, Change | $ 13,006 | |
Operating income, % | ||
Lindblad [Member] | ||
Segment Reporting Information [Line Items] | ||
Tour revenues | $ 70,453 | 53,202 |
Tour revenues, Change | $ 17,251 | |
Tour revenues, % | 32.00% | |
Operating income: | $ 13,439 | 1,266 |
Operating income, Change | $ 12,173 | |
Operating income, % | ||
Natural Habitat [Member] | ||
Segment Reporting Information [Line Items] | ||
Tour revenues | $ 11,957 | 9,926 |
Tour revenues, Change | $ 2,031 | |
Tour revenues, % | 20.00% | |
Operating income: | $ 932 | $ 99 |
Operating income, Change | $ 833 | |
Operating income, % |
Segment Information (Details Te
Segment Information (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Information (Textual) | |||
Assets | $ 448,799 | $ 424,348 | |
Cost of tours | 35,871 | $ 32,603 | |
Depreciation and amortization | 5,045 | 3,763 | |
Lindblad segment [Member] | |||
Segment Information (Textual) | |||
Assets | 395,200 | 53,600 | |
Amortization expense | 200 | 200 | |
Intangibles, net | 4,600 | 4,800 | |
Cost of tours | 1,000 | 1,000 | |
Depreciation and amortization | 4,700 | 3,400 | |
Capital expenditures | 14,400 | 22,800 | |
Natural Habitat [Member] | |||
Segment Information (Textual) | |||
Assets | 382,700 | 49,600 | |
Goodwill | 22,100 | 22,100 | |
Intangibles, net | 4,600 | $ 4,800 | |
Cost of tours | 200 | 200 | |
Capital expenditures | 100 | ||
Natural Habitat [Member] | Tradenames [Member] | |||
Segment Information (Textual) | |||
Amortization expense | 200 | 200 | |
Natural Habitat [Member] | Customer lists [Member] | |||
Segment Information (Textual) | |||
Amortization expense | 200,000 | 200,000 | |
Depreciation and amortization | $ 400 | $ 300 |