Significant Accounting Policies [Text Block] | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries, after elimination of all intercompany accounts and transactions. The consolidated financial statements and accompanying footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). 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 and intangible assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the valuation of stock-based compensation awards, income tax expense, the valuation of deferred tax assets and liabilities, the fair value of derivative instruments, 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 the Company’s contracts with guests and are recognized as the related performance obligations are satisfied. The majority of the Company’s revenues are derived from guest ticket contracts which are reported as tour revenues in the consolidated statements of operations. The Company’s primary performance obligation under these contracts is to provide an expedition, trip or tour, and may Tour revenues also include revenues from the sale of goods and services onboard the Company’s 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. The Company sources its guest bookings through a combination of direct selling and various agency networks and alliances. The following table disaggregates tour revenues by the sales channel it was derived from: For the years ended December 31, 2021 2020 2019 Guest ticket revenue: Direct 56 % 41 % 45 % National Geographic 14 % 18 % 17 % Agencies 18 % 25 % 23 % Affinity 5 % 5 % 6 % Guest ticket revenue 93 % 89 % 91 % Other tour revenue 7 % 11 % 9 % Tour revenues 100 % 100 % 100 % 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 consolidated balance sheet when received and are subsequently recognized as tour revenue over the duration of the expedition. Accounting Standards Codification ("ASC"), Revenue from Contracts with Customers 606 not no The change in contract liabilities within unearned passenger revenues presented in the Company's consolidated balance sheets are as follows: Contract Liabilities (In thousands) Balance as of January 1, 2021 $ 73,267 Recognized in tour revenues during the period (139,796 ) Additional contract liabilities in period 214,312 Balance as of December 31, 2021 $ 147,783 Cost of Tours Cost of tours represents the direct costs associated with revenues during expeditions, trips and tours, including costs of pre- or post-expedition excursions, hotel accommodations, land-based expeditions, air and other transportation expenses and costs of goods and services rendered onboard, payroll and related expenses for shipboard, guides and expedition personnel, food costs for guests and crew, fuel and related costs and other expenses such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance and charter hire expenses. Insurance The Company maintains insurance to cover a number of risks including illness and injury to crew, guest injuries, pollution, other third third third As of December 31, 2021 2020, December 31, 2021 2020, $125,000, December 31, 2021 2020, Not The Company also extends cancellation insurance to guests. The Company uses an insurance company to manage passenger insurance purchased to cover a variety of insurable losses including cancellations, interruption, missed connections, travel delays, accidental death and dismemberment, medical coverage and baggage issues. In certain instances, the Company is self-insured for the claims only which cover cancellations, interruption, missed connections and travel delays. The required reserve was determined based on claims experience. While the Company believes its estimated IBNR and accrued claims reserves are adequate, the ultimate losses may The Company participates in a traditional marine industry reinsurance solution for liability exposure through their Protection and Indemnity (“P&I Club”) Reinsurers, which are similar to mutual marine P&I Club’s that jointly and severally indemnify each other to provide discounted primary and excess Protection and Indemnity coverage to club members. The resulting aggregated surplus of the clubs combines to provide the Company with below market primary and high excess liability coverage for covered losses. For consideration of long-term below market Protection and Indemnity rates, the joint and several liability obligation requires the down-stream indemnification by their members, including the Company. General and Administrative Expense General and administrative expenses primarily represent the costs of the Company’s shore-side vessel support, reservations and other administrative functions, and includes salaries and related benefits, professional fees and occupancy costs. Selling and Marketing Expense Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses. These include advertising costs of direct mail, email, digital media, traditional media, travel agencies and brand websites, as well as costs associated with website development and maintenance, social media and corporate sponsorship costs. Advertising is charged to expense as incurred. Advertising expenses totaled $19.1 million, $9.3 million and $22.4 million for the years ended December 31, 2021, 2020 2019, December 31, 2021 2020 December 31, 2019 Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of six and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows: For the years ended December 31, 2021 2020 2019 (In thousands) Cash and cash equivalents $ 150,753 $ 187,531 $ 101,579 Restricted cash 21,940 16,984 7,679 Total cash, cash equivalents and restricted cash as presented in the statement of cash flows $ 172,693 $ 204,515 $ 109,258 Concentration of Credit Risk The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may December 31, 2021 2020, Restricted Cash and Marketable Securities The amounts held in restricted cash on the accompanying consolidated balance sheets represent principally funds required to be held by certain vendors and regulatory agencies and are classified as restricted cash since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. These amounts are principally held in certificates of deposit and interest income is recognized when earned. The Company has classified marketable securities, principally money market funds or other short-term investments, 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. Cost of these short-term investments approximates fair value. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to either post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% Restricted cash and marketable securities consist of the following: As of December 31, 2021 2020 (In thousands) Credit card processor reserves $ 10,536 $ 1,945 Federal Maritime Commission escrow 9,814 13,856 Certificates of deposit and other restricted securities 1,590 1,183 Total restricted cash $ 21,940 $ 16,984 As of December 31, 2021, 2020, third 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 first 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 first Prepaid Expenses and Other Current Assets The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following: As of December 31, 2021 2020 (In thousands) Prepaid tour expenses $ 10,337 $ 5,630 Prepaid marketing, commissions and other expenses 4,791 3,504 Prepaid client insurance 4,304 2,283 Prepaid air expense 4,051 3,817 Prepaid port agent fees 2,012 530 Prepaid corporate insurance 1,397 1,105 Prepaid income taxes 202 145 Total prepaid expenses $ 27,094 $ 17,014 Property and Equipment Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15 - 25 Furniture & equipment 5 Computer hardware and software 5 Leasehold improvements, including expedition sites and port facilities Shorter of lease term or related asset life The ship-based tour and expedition industry is very capital intensive. As of December 31, 2021, National Geographic Islander 2022. Vessel improvement costs that add value to the Company’s vessels, such as those discussed above, 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 traditionally is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. Internationally flagged ships have scheduled dockings approximately every 12 three six Goodwill In accordance with ASC 360, September 30, not September 30, 2021 no December 31, 2020, 19 may not December 31, 2020, December 31, 2021, 5—Goodwill Intangible Assets Intangible assets 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. See Note 5—Goodwill The Company operates two National Geographic Endeavour II 95 National Geographic Islander 48 In November 2021, February 25, 2022. one If the Galápagos National Parks Service were to further restrict access to the park, we might be required to alter certain of our travel itineraries. Such a development would negatively impact our business and revenues. Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangible assets will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of December 31, 2020, 19 may not December 31, 2020, December 31, 2021, 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 December 31, 2020, 19 may not December 31, 2020, December 31, 2021, Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: As of December 31, 2021 2020 (In thousands) Accrued other expense $ 11,774 $ 5,645 CERTS Grant 11,595 - Accounts payable 9,692 5,285 Bonus compensation liability 5,348 2,963 Employee liability 4,396 3,495 Refunds and commissions payable 4,185 1,803 Royalty payable 887 - Travel certificate liability 870 870 Accrued travel insurance expense 505 270 Income tax liabilities - 2 Foreign currency forward contract liability - 2,008 Total accounts payable and accrued expenses $ 49,252 $ 22,341 During the year ended December 31, 2021, 25 19. may not one December 31, 2021, Leases The Company leases office and warehousing space with lease terms ranging from one ten three six The Company accounts for its various operating leases in accordance with ASC 842 not 12 Fair Value Measurements 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 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 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. Level 3 no 3 The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses and unearned passenger revenue approximate fair value, due to the short-term nature of these instruments. In connection with the acquisition of Classic Journeys during the year ended December 31, 2021, 3 7—Financial The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of December 31, 2021 2020. December 31, 2021 2020, 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. Derivative Instruments and Hedging Activities Currency Risk not Interest Rate Risk By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to the Company, which creates credit risk for the Company. The Company continues to monitor counterparty credit risk as part of its ongoing hedge assessments. The Company’s derivative assets consist principally of interest rate caps and currency exchange contracts, which are carried at fair value based on significant observable inputs (Level 2 not The Company records derivatives on a gross basis in other long-term assets and other liabilities in the consolidated balance sheets at fair value. The accounting for changes in value of the derivative depends on whether or not not The Company applies hedge accounting to interest rate and foreign exchange rate derivatives entered into for risk management purposes. To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged. In addition, key aspects of achieving hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting changes in the cash flows of the hedged item for the risk being hedged. The effective portion of changes in the fair value of derivatives designated in a hedge relationship and that qualify as cash flow hedges is recorded in accumulated other comprehensive income, net of tax, and is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. Income Taxes The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. Significant management judgment is required in projecting ordinary income to determine the Company’s estimated effective tax rate. The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not not” 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” December 31, 2021 2020, December 31, 2021 2020, 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 four five Other Long-Term Assets In 2016, National Geographic Endeavour II In 2015, December 31, 2019, 14—Related Loan Receivable In December 2019, National Geographic Resolution December 2023. 2021, December 31, 2021 2020. may December 31, 2021, 2020 2019. The following is a roll-forward of the loan receivable balance: Loan Receivable (In thousands) Balance as of January 1, 2020 $ 4,084 Accrued interest 161 Amortization of deferred costs (25 ) Balance as of December 31, 2020 4,220 Adjustment for ship building expense (390 ) Accrued interest 145 Amortization of deferred costs (54 ) Legal invoices deferred 43 Balance as of December 31, 2021 $ 3,964 Deferred Financing Costs Deferred financing costs relate to the issuance costs of recognized debt liabilities and are presented in the consolidated balance sheets as direct deduction from the debt carrying amount. Deferred financing costs are amortized over the life of the debt or loan agreement through interest expense, net in the consolidated statements of operations. See Note 6—Long Foreign Currency Translation The Company’s functional currency is the U.S. dollar. Any foreign operations and remeasurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the consolidated statements of operations. Stock-Based Compensation The Company accounts for stock-based compensation issued to employees, non-employee directors or other service providers in accordance with ASC 718, Series A Redeemable Convertible Preferred Stock The Company’s Series A redeemable convertible preferred stock is accounted for as a temporary equity instrument, presented on the consolidated balance sheets in the temporary equity section. The redemption or conversion of the preferred stock into shares of the Company’s common stock is not six six not third Recently Adopted Accounting Pronouncements In December 2019, 2019 12, 740 740. 740 January 1, 2021, not In March 2020 , 2020 4 , 848 may December 31, 2022 . December 31, 2021, not In August 2020 , 2020 06 , 470 20 815 40 January 1, 2021, not During October 2021, 2021 08, 805 606. 606 606 610 20, December 31, 2022, December 31, 2021, not During November 2021, 2021 10, 832 December 15, 2021 December 31, 2021, |