UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017March 31, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to

Commission file number 001-35898

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

96 Morton Street, 9^th Floor, New York, New York, 10014

(Address of principal executive offices) (Zip Code)

(212) 261-9000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 1, 2017, 45,066,058April 30, 2018, 45,796,330 shares of common stock, par value $0.0001 per share, were issued and outstanding.

LINDBLAD EXPEDITIONS HOLDINGS, INC.

Quarterly Report On Form 10-Q

For The Quarter Ended June 30, 2017March 31, 2018

Table of Contents

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

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

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)
(unaudited)

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

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity

(In thousands, except share data)

(Unaudited)
(unaudited)

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

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)(unaudited)

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

Lindblad Expeditions Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 – BUSINESS

Organization

As of June 30, 2017, Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries (the “Company” or “Lindblad”) operatedcurrently operate a fleet of sixseven owned expedition ships and five seasonal charter vessels under the Lindblad brand. A new coastal vessel, theNational Geographic Quest, joined the fleet in the third quarter of 2017 and the Company has contracted for another coastal vessel, expected to be completed in the second quarter of 2018.

Lindblad’s mission is to offer life-changing adventures on all seven continents and to pioneerpioneering 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 SocietyPartners (“National Geographic”), which often provides lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews. The arrangement with National Geographic extends through 2025.

Natural Habitat Acquisition

On May 4, 2016, the Company acquired an 80.1% ownership interest in Natural Habitat, Inc. (“Natural Habitat”), an adventure travel and ecotourism company based in Colorado. Natural Habitat was founded by Benjamin L. Bressler, who retains a 19.9% noncontrolling interest in Natural Habitat. With the acquisition ofThrough our subsidiary, Natural Habitat, the Company expanded its itineraries to include land- based offeringsoffers 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 sevensix small chartered vessels for parts of the year. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation andtravel, sustainable travel that directly protects nature. This agreement with WWF extends through 2023.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements and footnotes have been prepared in accordance with 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 interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity, and Condensed Consolidated Statements of Cash Flowsfinancial statements for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to 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 the accompanyingthese unaudited condensed consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 20162017 contained in the Annual Report on Form 10-K filed with the SEC on March 7, 2017.2, 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.

Principles of Consolidation

The condensed consolidated financial statements of the Company as of June 30, 2017 and December 31, 2016 included Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries.

Reclassifications

Certain items in the condensed consolidated financial statements of the Company have been reclassified to conform to the 2017 classification. The reclassifications had no effect on previously reported results of operations or retained earnings.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets, and liabilities, as of the date of the condensed consolidated financial statements, and also affect the amounts of revenues and expenses reported for each period.expenses. Actual results could differ from those which result from using such estimates. Management utilizes various estimates including but not limited toinclude determining the estimated lives of long-lived assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the fair value of the Company’s common stock and related warrants, the valuation of securities underlying stock-based compensation, income tax expense, the valuation of deferred tax assets, the value of contingent consideration and to assessassessing its litigation, other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the condensed consolidated financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary.

Revenue Recognition

Tour revenue consistsRevenues 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 revenue recognized from the sale of guest tickets and othercontracts which are reported as tour revenues from the salein 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 that are not included in guest ticket prices,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 and cancellation fees. Revenueclaims based on the Company’s claims history. Proceeds received from the saletrip insurance premiums in excess of guest tickets and otherthis liability are recorded as revenue are recognized gross, as the Company has the primary obligation in the arrangement, has discretionperiod in supplier selectionwhich they are received.

Customer Deposits and is involved in the determination of the service specifications.Contract Liabilities

The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships, and trip insurance.ships. Guest tour deposits represent unearned revenues and are initially included inreported as unearned passenger revenuerevenues in the condensed consolidated balance sheet when received. Guest depositsreceived and are subsequently recognized as tour revenues onrevenue during the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, the Company recognizes revenue based upon expeditions days earned. Guest cancellation fees are recognized as tour revenues at the timeduration of the cancellation. Revenuesexpedition. Accounting Standards Codification,Revenue from Contracts with Customers (Topic 606) defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the salecustomer. We do not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of additional goodstime, to cancel their reservation and services rendered onboard arereceive a full refund. Unearned passenger revenues presented in our condensed consolidated balance sheets include contract liabilities of $45.6 million and $40.3 million as of March 31, 2018 and December 31, 2017, respectively. During the three months ended March 31, 2018, we recognized upon purchase.revenues related to our contract liabilities as of December 31, 2017 of $38.3 million.

Earnings per Common Share

Earnings per common share areis 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 areis 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 which may include options, warrants and vesting of restricted stock, which was accounted for utilizingusing the treasury stock method.

For the three months ended March 31, 2018 and 2017, the Company calculated earnings per share as follows:

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.

For the three

As of March 31, 2018 and six months ended June 30, 2017, 10,088,074 and 2016, the Company calculated earnings10,673,015 warrants, respectively, expiring July 8, 2020 to purchase common stock at a price of $11.50 per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260were outstanding. These warrants were anti-dilutive and 805-40-45 as follows:

The Company incurred net losses for the three and six months ended June 30, 2017 and therefore the impact of potentially dilutive common shares from outstanding stock options, restricted shares and warrants, totaling 13,354,908 shares as of June 30, 2017, were excluded from the computation of loss per share as their impact would have been anti-dilutive. For the three month period ending June 30, 2016, the Company incurred a net loss and therefore excluded potential common shares from outstanding stock options, restricted shares and warrants totaling 14,307,771 shares as of June 30, 2016 as their effect would have been anti-dilutive. For the six month period ending June 30, 2016, 728,751 stock options were deemed to be dilutive and werenot included in the dilutive earnings per share calculation. Unvested restrictedcalculation of diluted weighted average shares totaling 125,164 and warrants totaling 12,040,937 were deemed to be anti-dilutive for the six month period ending June 30, 2016. 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. The Company has not experienced any losses in such accounts. As of June 30, 2017March 31, 2018 and December 31, 2016,2017, the Company’s cash held in financial institutions outside of the U.S. amounted $4.0to $6.7 million and $2.7$4.1 million, respectively.

Restricted Cash and Marketable Securities

Included in “Restricted cash and marketable securities” on the accompanying condensed consolidated balance sheets are restrictedRestricted cash and marketable securities consistingconsist of six-month certificates of deposit and short-term investments as follows:the following:

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.

 During the first quarter of 2017, our required credit card reserves were permanently decreased by $3.5 million to $1.5 million for credit card deposits for our third-party credit card processors.

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.

Inventories and Marine Operating Supplies and Inventories

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.

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:

Property and Equipment Net

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:

As of June 30, 2017 and December 31, 2016, the Company owned and operated six vessels. A new coastal vessel, theNational Geographic Quest, joined the fleet in the third quarter of 2017 and the Company has contracted for another coastal vessel, expected to be completed in the second quarter of 2018. The Company has a capital program for the improvement of its vessels and for asset replacements in order to enhance the effectiveness and efficiency of its operations; comply with, or exceed all relevant legal and statutory requirements related to health, environment, safety, security and sustainability; and gain strategic benefits or provide newer improved product innovations to its guests.

Vessel improvement costs that add value to the Company’s vessels such as those discussed above, are capitalized to the vessels and depreciated over the shorter of the improvements or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. Internationally flagged ships have scheduled dockings approximately every 12 months, for a period of up to three to six weeks.

The Company began to capitalize interest in January 2016 for its two new build coastal vessels under accounting guidance in ASC 835-20, which requires companies to capitalize interest cost incurred during the construction of assets. The capitalized interest has been and will continue to be added to the historical cost of the asset, and depreciate over its useful life. For the six months ended June 30, 2017, and the year ended December 31, 2016, the Company recognized $1.7 million and $1.5 million, respectively, in capitalized interest in property and equipment on the condensed consolidated balance sheet.

Goodwill

Goodwill includes the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with the acquisition of Natural Habitat (see Note 1 – Business). Accounting Standards Codification 350, “Intangibles – Goodwill and Other” (“ASC 350”),The authoritative guidance requires the Company to assessthat goodwill for impairmentbe assessed annually or more frequently if a triggering event occurs. Due to the acquisition of Natural Habitat on May 4, 2016, the Company recorded goodwill in the amount of $22.1 million, in Natural Habitat’s reporting unit. The Company’s policy is to first perform a qualitative assessment to determine if Natural Habitat’s reporting unit’s carrying value is less than the fair value of the reporting unit, indicating the potential for goodwill impairment. The quantitative two step goodwillCompany completed the annual impairment calculation is then performed if the reporting unit fails the qualitative test. The Company performed a qualitative assessment for goodwill impairmenttest as of September 30, 2016 for Natural Habitat’s reporting unit2017 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 waswere computed using the estimated useful lives of 15 and 5 years, respectively.respectively

The Company operates two vessels year-round in the Galápagos National Park in Ecuador: theNational Geographic Endeavour IIwith 95 berths and theNational Geographic Islanderwith 47 berths. In order to operate these vessels within the park, the Company is required to have in its possession cupos (licenses) sufficient to cover the total available berths on each vessel.

In June 2015, a new Ecuadorian Special Law for Protected Areas was approved and was updated in November 2015. A Presidential Decree issued by President Correa of Ecuador in November 2015 established that cupos, which were in effect as ofsince July 2015, will have a validity of nine years. The Company’s operating rights are up for renewal in July 2024 and, based on the new law, the Company will begin the renewal process in 2020. The current “owners” of the cupos will have the opportunity to re-apply for them, but any other enterprise or individual will have the opportunity to bid for the cupos. All bidders must present proof that they fulfill the conditions to properly utilize the license (access to a vessel, experience in tourism, proven environmental behavior, marketing, etc.). While the Company believes that, based on the expected criteria to retain cupos and its past operating history in the Galápagos, there is a strong possibility that the Company will retain its cupos, from an accounting perspective, it will assume they retain no value after July 2024. Once the renewal process has begun and if it can be determined that the Company will be successful in its bid, then the Company will adjust its amortization prospectively. Operating rights are amortized over their remaining government mandated lives.

Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangibles net will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of June 30, 2017March 31, 2018 and December 31, 2016,2017, 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, and operating rights, 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 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 vessels and operating rights.vessels. As of June 30, 2017March 31, 2018 and December 31, 2016,2017, 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:

Fair Value Measurements and Disclosure

The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. 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:

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 June 30, 2017March 31, 2018. As of March 31, 2018 and December 31, 2016. As of June 30, 2017, and December 31, 2016, 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 June 30, 2017March 31, 2018, and December 31, 2016,2017, the Company had a liability for unrecognized tax benefits of $0.4 million, which was included in other long-term liabilities on the Company’s condensed consolidated balance sheets. The guidance also discusses the classification of related interest and penalties on income taxes.liabilities. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the sixthree months ended June 30,March 31, 2018 and 2017, and 2016, interest and penalties related to uncertain tax positions included in income tax expense are immaterial.not significant.

The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year and the three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the four prior years remain subject to examination by tax authorities.

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 Directorsdirectors 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. To the extent that an equity award later becomes eligible to be put back to the Company, then the fair value of that award or those exercised shares are transferred out of additional paid-in-capital to a liability account and is thereafter marked-to-market annually to fair value.

Segment Reporting

We are an expedition and adventure travelprimarily 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. We provide discrete financial information in total, by ship and type of ship. 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 ASC 280 requirements for aggregation.

Recent Accounting Pronouncements

In MayAugust 2017, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update ASU No. 2017-09, Compensation-Stock Compensation2017-12,Derivatives and Hedging(Topic 815)Targeted Improvements to Accounting for Hedging Activities. This guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. Update No. 2017-12 is effective for years beginning after December 15, 2018. Early adoption is permitted. Management is currently assessing the impact this guidance will have on the financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 718) Scope842). The guidance requires the recognition of Modification Accounting. An entity may changelease right of use assets and lease liabilities by lessees for those leases previously classified as operating. This guidance was issued to increase transparency and comparability among organizations by disclosing key information about leasing arrangements and requiring the terms or conditionsrecognition of a share-based payment award for many different reasons,right of use (“ROU”) assets and lease liabilities on the nature and effect ofbalance sheet. Most prominent among the change can vary significantly. The FASB Accounting Standards Codification currently defineschanges in the term modification as “a change in any of the terms or conditions of a share-based payment award.” The broad definition has led to inconsistencies in practice. Under the new guidance, modification accounting treatment will be utilized unless all three of the following criteria have been met; the fair value of the original awardstandard is the samerecognition of ROU assets and lease liabilities by lessees for those leases classified as the fair value of the modified award; vesting period did not change; and the classification of the award has not changed. Public business entities should apply this update prospectivelyoperating leases. ASU 2016-02 is effective for all new awardsyears beginning after annual reporting periods beginning December 15, 2017.2018. Early adoption is permitted. The Company plans to adoptis currently evaluating the effect adoption of this ASU in the first quarter of 2018 as per guidance andwill have on its consolidated financial statements. The Company does not expectbelieve the prospective application toadoption of this guidance will have a material impact to the Company’s condensed consolidated financial statements.on our cash flows or results of operations.

Accounting Pronouncements Recently Adopted

In 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers (Topic 606). This ASU is based on the principle that revenue is recognized upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. There have been multiple clarifying ASU’s issued subsequent to ASU 2014-09. We adopted the guidance related to revenue recognition beginning January 1, 2018, using the modified retrospective transition method applied to those contracts which were not completed as of the adoption date. Prior periods have not been restated. The adoption of this guidance was not material to our financial position and results of operations.

In January 2017, the FASB issued Accounting Standards Update ASU No. 2017-04,Intangibles and OtherOther (Topic 350):Simplifying the Test for Goodwill Impairment.Impairment. The amendment was issued in response from stakeholders’ regarding the cost and complexity of the goodwill impairment test. To simplify the subsequent measurement of goodwill, the FASBBoard eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities). Now the entity compares the fair value of the reporting unit with its carrying amount. Public business entities should apply theThe Company adopted this guidance to annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual impairment tests after January 1, 2017. The Company does2018, which did not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidatedon our financial statements.position or results of operations.

In January 2017, the FASB issued Accounting Standards Update ASU No. 2017-01, “BusinessBusiness Combinations (Topic 805):Clarifying the Definition of a Business”Business. The amendmentguidance was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals)or disposals of assets or businesses. The amendments in this ASUUpdate provide a screen to determine when a set (inputs and processes that produce an output) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (oror disposed of)of is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. Public business entities should apply the guidance to annual reporting periods beginning after December 15, 2017. The Company doesadopted this guidance beginning January 1, 2018, which did not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidatedon our financial statements.position or results of operations.

NOTE 3 – LONG-TERM DEBT

Note Payable

On May 4, 2016, in connection with the Natural Habitat acquisition, Natural Habitat issued an unsecured promissory note to Mr. Bressler with an outstanding principal amount of $2.5 million due at maturity on December 31, 2020. The promissory note accrues interest at a rate of 1.44% annually, with interest payable every six months.

Credit Facility

On March 7, 2016,27, 2018, the Company entered into a second amendedThird Amended and restated credit agreement with Credit Suisse (“Restated Credit Agreement (the “Amended Credit Agreement”), amending its senior providing for a refinancing and amendment of the terms of the Company’s existing secured credit facility, withdated as of March 7, 2016 (the “Superseded Agreement”).

The Amended Credit Suisse (“Restated Credit Facility”). The Restated Credit FacilityAgreement provides for $175.0a $200.0 million senior secured first lien term loan facility (consisting(the “Term Facility”), which represents an increase of a $155.0$25.0 million U.S.from the senior secured first lien term loan (the “U.S.facility under the Superseded Agreement. The Term Loan”) and a $20.0 million Cayman term loan for the benefit of the Company’s foreign subsidiaries (the “Cayman Loan”, and togetherFacility matures March 27, 2025. Consistent with the U.S. Term Loan, (the “Loans”)) andSuperseded Agreement, the Amended Credit Agreement also provides for a $45.0 million senior secured incremental revolving credit facility (“Revolving Credit(the “Revolving Facility”), which includes a $5.0 million letter of credit subfacility.sub-facility. The Company’s obligations under the RestatedAmended Credit Facility areAgreement 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 LoansTerm 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 LIBO Rate (subject to a floor of 1.00%)administration LIBOR plus a spread of 4.50%. As of June 30, 2017, the interest rate was 5.82%. The U.S. Term Loan and the Cayman Loan both mature on May 8, 2021. Borrowings under the Revolving Credit Facility bear interest at an adjusted ICE Benchmark Administration LIBO Rate plus a spread of 4.00%3.00%, or, at the option of the Company, an alternative base rate plus a spread of 3.00%2.00%. The Company is also required to pay a 0.50%0.5% annual commitment fee on undrawn amounts under the Revolving Credit Facility, which matures on May 8, 2020. As of June 30, 2017, the Company had no borrowings under the Revolving Credit Facility.March 27, 2023.

The Restated Credit Agreement (i) requires the Company to satisfy certain financial covenants;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 June 30, 2017,March 31, 2018, the Company was in compliance with the financial 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 June 30,March 31, 2018 and 2017, and 2016, total debt discount and deferred financing costs charged to amortization and interest expense was $0.6 million. For the six months ended June 30, 2017 and 2016, total debt discount and deferred financing costs charged to amortization and interest expense was $1.1 million.

NOTE 4 – ACQUISTIONSenior 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, theNational 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.

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 Company acquired an 80.1% ownership interest in Natural Habitat acquisition, Natural Habitat issued an adventure travel and ecotourism company based in Colorado. The acquisition providedunsecured promissory note to Benjamin L. Bressler, the Company with a platform to expand our land-based expeditions with a strong, trusted brand complementary to Lindblad. In 2016, the Company incurred $1.0 million of acquisition costs related to the acquisitionfounder of Natural Habitat, which is included in general and administrative expenses in the Company’s condensed consolidated statementswith an outstanding principal amount of operations for the three and six months ended June 30, 2016.

The Company recorded this transaction using the acquisition method for business combinations. The Company measured the identifiable assets, liabilities and non-controlling interest of Natural Habitat$2.5 million due at their fair market value as of the acquisition date and separately measured goodwill at its fair market value as of the acquisition date. Goodwill is an intangible asset arising as a result of name, reputation, customer loyalty, location, products, and similar factors not separately identified. The recorded goodwill has no tax basis and is therefore not tax deductible.

Mr. Bressler’s noncontrolling interest in the remaining 19.9% interest in Natural Habitat is subject to a put/call arrangement. Mr. Bressler has a put option under certain conditions and subject to providing notice by October 31, 2020, that enables him, but does not obligate him, to sell his remaining interest in Natural Habitatmaturity on December 31, 2020. The Company has a call option, but not an obligation, with an expiration of December 31, 2025, for which it can buy Mr. Bressler’s remainingpromissory note accrues interest at a similar fair value measure as Mr. Bressler’s put option.

Acquisitionrate of Natural Habitat, Inc.:

(In thousands)

The acquired business contributed revenues of $8.3 million and operating loss of $0.7 million to Lindblad Expeditions for the three months ended June 30, 2017. For1.44% annually, with interest payable every six months ended June 30, 2017 the acquired business contributed revenues of $18.3 million and operating loss of $0.6 million. For the acquisition period beginning May 5, 2016 to June 30, 2016, Natural Habitat contributed revenues of $5.7 million and operating loss of $0.8 million.months.

The following unaudited pro forma summary presents consolidated information of Lindblad Expeditions as if the business combination had occurred on January 1, 2016:

These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Natural Habitat to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from January 1, 2016, with tax effects.

NOTE 54 – 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 the annual maximum of $2,100 and $1,800 as of June 30, 2017March 31, 2018 and 2016, respectively.2017. For the three months ended June 30,March 31, 2018 and 2017, and 2016, the Company’s benefit plan contribution amounted to $0.1million. For the six months ended June 30, 2017 and 2016, the Company’s benefit plan contribution amounted to $0.2 million andwas $0.1 million, respectively.million. The benefit plan contribution is recorded withinincluded in general and administrative expenses on the accompanying condensed consolidated statements of operations.

NOTE 65 – STOCKHOLDERS’ EQUITY

The Company’s common stock and warrants are listed on the NASDAQ Capital Market under the symbols “LIND” and “LINDW,” respectively. As of June 30, 2017 and December 31, 2016, there were 45,066,058 and 45,659,762 shares of common stock outstanding, respectively, and 10,673,015 and 11,186,387 warrants outstanding (inclusive of certain warrants issued to the Company’s founders on substantially the same terms as all other warrants), respectively.

Capital Stock

The Company has a total of 201,000,000 authorized shares of capital stock, consisting of 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

InOn November 2015,2, 2016, the Company’s Board of Directors approved a $20.0$15.0 million increase to the Company’s existing stock and warrant repurchase plan and in November 2016, increased the authorization by $15.0 million(“Repurchase Plan”), to a total of $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 through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions based on market and business conditions, applicable legal requirements and other factors.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 at any time. ForDirectors. 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 June 30, 2017,March 31, 2018 the Company purchased 66,194repurchased 9,030 shares of common stock for $0.6$0.1 million and for the six months ended June 30, 2017 the Company purchased 547,058 shares of common stock for $5.1 million and 513,372568,446 warrants for $1.1$0.8 million. The Company has cumulatively purchased 5,426,985 warrants for $13.9 million and 855,776repurchased 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.

20172018 Long-Term Incentive Compensation

In March 2017, the Company’s compensation committee (or a subcommittee thereof) approved awards of restricted stock units (“RSUs”) and performance share units (“PSUs”) to key employees under the Company’s 2015 Long-Term Incentive Plan.

The Company granted 171,393132,741 RSUs on April 3, 2017March 30, 2018 at a grant price of $8.98.$10.27. The RSU’s will vest in equal installments on each of the first three equal annual installments followinganniversaries of the April 2017 grant date, subject to the recipient’s continued employment or service with us or our subsidiaries on the applicable vesting date.

The PSUs are performance-vesting equity incentive awards that will be earned based on our performance against metrics relating to annual Adjusted EBITDA, annual revenue, and guest satisfaction. Awards will vest after a three-year performance period and may be earned at a level ranging from 0%-200% of the number of PSUs granted, depending on performance. On April 3, 2017,March 30, 2018, the Company awarded 126,95388,851 of targeted PSUs with the number of shares determined based upon the closing price of our common stock on March 31, 201730, 2018 of $8.96. Based on the financial statements as of June 30, 2017, the Company assessed the applicable metrics related to the PSU grants, determined the blended probability of achieving the performance metrics and valued the awards based on the fair value at the date of grant with the amount of stock compensation expense determined based on the number PSU’s expected to vest.

$10.27.

2016 CEO Share Allocation Plan 

In April 2016, the Company’s Board of Directors adopted the 2016 CEO Share Allocation Plan and in June 2016, the Company’s stockholders approved the 2016 CEO Share Allocation Plan, pursuant to which the Company may grant awards covering up to 1,000,000 shares of the Company’s common stock in the form of restricted stock, restricted stock units, and/or other stock- or cash- based awards to eligible employees and other service providers of the Company. The 2016 CEO Share Allocation Plan was adopted in connection with a contribution agreement that the Company entered into with Sven-Olof Lindblad, Chief Executive Officer and President of the Company, pursuant to which Mr. Lindblad is authorized to transfer up to 1,000,000 shares from his holdings of the Company’s common stock (i.e., an equivalent number of shares as is reserved for issuance under the 2016 CEO Share Allocation Plan) (the “Contribution Shares”) to the Company as a contribution to the capital of the Company. Mr. Lindblad will not receive any consideration in exchange for the Contribution Shares. However, as a condition to the contribution of any Contribution Shares, the Company must grant awards under the 2016 CEO Share Allocation Plan, such that the number of Contribution Shares that Mr. Lindblad actually contributes to the Company will equal the number of shares corresponding to awards granted under the plan. The contribution of the Contribution Shares by Mr. Lindblad to the Company will effectively reduce the number of shares of the Company’s common stock that are outstanding by the same number of shares that are issued under the 2016 CEO Share Allocation Plan (or a lesser number in the event awards are settled in cash). Such contributions will be effective as of the date the Company grants corresponding awards under the 2016 CEO Share Allocation Plan. The administrator may amend, suspend or terminate the 2016 CEO Share Allocation Plan at any time. 

On January 10, 2017, Mr. Lindblad contributed to the Company and the Company thereafter granted, 716,550 restricted shares at a grant price of $9.65. The grants vest in three equal installments with the first vesting date of January 10, 2017 and the remaining two vesting dates of January 10, 2018 and 2019, respectively. On January 10, 2017, 238,850 restricted shares vested, with 93,320 of such shares withheld and retired by the Company in order to pay the payroll withholdings to cover the transactions.  

Stock Options

During the three months ended March 2017, 95,54231, 2018, 955,424 stock options were exercised. Using the market priceexercised at the date ofan exercise of $8.72 per share and the grant price of $1.76 per share 19,284 shares were transferred to provide the $0.2 million required to exercise the options. In addition, 23,145 of such shares were withheld by the Company in order to pay the payroll withholding taxes for the transactions. The balance of the option shares of 53,113 shares were issued as a result of thecashless transaction.

NOTE 76 – 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 at a purchase price of $48.0 million and $48.6 million, respectively, subject to change orders.vessels.

The builder was contracted to deliver the first vessel, theNational Geographic Quest, in the second quarter of 2017, subject to extension for certain events such as change orders. As of June 30, 2017 the Company has paid Ice Flo, LLC $51.6 million related to theNational Geographic Quest and the vessel was delivered in July of 2017. The Company amended the agreement for the second vessel, theNational Geographic Venture, in October 2017. The current contract price is contracted$57.3 million and the vessel is scheduled to be deliveredcompleted in the secondfourth 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 theNational Geographic Venture. The Company may terminate the applicable Agreement in the event the Builderbuilder fails to deliver the vessel within one hundred eighty180 days of the applicable due date or the Builderbuilder becomes insolvent or otherwise bankrupt. The Agreement also contains customary representations, warranties, covenants and indemnities. As of June 30,

In November 2017, the Company has paid Ice Flo, LLC $14.9 million relatedentered into an agreement with Ulstein Verft to construct a polar ice class vessel, theNational Geographic VentureEndurance, 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.

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 revenuerevenues less travel agent commission, including the revenuerevenues received from cancellation fees and any revenuerevenues received from the sale of voyage extensions. A voyage extension occurs when a guest extends theirhis 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 and six months ended June 30,March 31, 2018 and 2017 totaled $1.1$1.6 million and $2.3 million, respectively, and for the three and six months ended June 30, 2016 totaled $1.2 million and $2.4 million, respectively.

The balances outstanding to National Geographic as of June 30, 2017March 31, 2018 and December 31, 20162017 are $1.3$1.6 million and $1.5$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, (“WWF”), which allows it to use the WWF name and logo. In return for these rights, Natural Habitat is charged a royalty fee and a fee based on annual gross sales. The fees are included within selling and marketing expense on the accompanying condensed consolidated statements of operations. The annual royalty payment and gross sales fees are paid on a quarterly basis. For the three and six months ended June 30,March 31, 2018 and 2017, these fees totaled $0.1 million and $0.2 million, respectively.million.

Charter Commitments

From time to time, the Company enters into agreements to charter vessels ononto which it holds its tours and expeditions. Future minimum payments on its charter agreements as of March 31, 2018 are as follows:

Insurance Revenue

During the first quarter, the Company recorded $1.9 million of insurance revenue related to cancelled voyages on theNational Geographic Orion. Recorded revenue does not include any contested claims, and the amount recognized is recorded in tour revenues in the Company’s condensed consolidated statements of operations.

NOTE 87 – SEGMENT INFORMATION

During the second quarter of 2016, the Company completed its acquisition of Natural Habitat. As a result of the acquisition, the Company updated its reporting information and its operating segments to add Natural Habitat as a separate operating and reporting segment.

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 and six months ended June 30,March 31, 2018 and 2017 and 2016, the operating results were as follows:were:

* 2016 results represents activity from acquisition dateAs of May 5, 2016 - June 30, 2016.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.

Amortization expense related to tradename and customer list amortizationFor the Lindblad segment, capital expenditures for the three months ended June 30,March 31, 2018 and 2017 were $14.4 million and 2016 is$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 segment. Forsegments eliminated in consolidation for the sixthree months ended June 30,March 31, 2018 and 2017, and 2016 amortization expense in Natural Habitat segment related to the same acquisition related intangibles is $0.4 million and $0.1 million, respectively. For more information, see note-2 regarding the Company’s policy regarding amortization of intangible assets.

The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented. This discussion and analysis should be read in conjunction with its unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as its audited consolidated financial statements and related notes included in the Company’s Annual Report for the year ended December 31, 2016 on Form 10-K filed with the Securities and Exchange Commission on March 7, 2017.2, 2018.

Cautionary Note Regarding Forward-Looking Statements

Any statements in this Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy,” “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to:

Given these risks readers are cautionedWe urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

Unless the context otherwise requires, in this Form 10-Q, “Company,” “Lindblad,” “we,” “us,” “our,” and “ours” refer to Lindblad Expeditions Holdings, Inc., and its subsidiaries.

Business Overview

Lindblad provides expedition cruising and adventure travel experiences that include itineraries that feature up-close encounters with wildlife and nature, history and culture and promote guest empowerment and interactivity. Our mission is offering life-changing adventures on all seven continents and pioneering innovative ways to allow our guests to connect with exotic and remote places.

As of June 30, 2017, we We operate a fleet of sixseven owned expedition shipsships. The Company has contracted for two additional vessels, theNational Geographic Venture, a coastal vessel, expected to be completed in the fourth quarter of 2018, and theNational Geographic Endurance, a polar ice class vessel targeted to be completed in January 2020, with potential accelerated delivery to November 2019. The polar ice class contract includes options to build two additional ice class vessels.

In addition, the Company operates five seasonal charter vessels under the Lindblad brand. A new coastal vessel theNational Geographic Questjoined the fleet in the third quarter of 2017 and the Company has contracted for another coastal vessel expected to be completed in the second quarter of 2018. We have a strategic business alliance with the National Geographic Society (“National Geographic”) founded on a shared interest in exploration, research, technology, and conservation. This relationship includes a co-selling, co-marketing and branding arrangement whereby our owned vessels carry the National Geographic name and National Geographic sells our expeditions through its internal travel division. We collaborate with National Geographic on voyage planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers, and film crews, join our expeditions. Guests have the ability to interface with these experts through lectures, excursions, dining, and other experiences throughout their voyage. Our arrangement with National Geographic extends through 2025.

We deploy chartered vessels for various seasonal offerings and continually seek to optimize our charter fleet to balance our inventory with demand and maximize yields. We use our charter inventory as a mechanism to both increase travel options for our existing and prospective guests and also to test demand for certain areas and seasons to understand the potential for longer term deployments and additional vessel needs.

Due to the specific geographies in which we operate and the cost of providing access to fuel in our remote destinations, we have historically not experienced significant fluctuations in fuel costs with changes in world fuel commodity prices. Fuel costs were 2% of tour revenue for three months ended June 30, 2017 and 2016 at the Lindblad segment. For the six months ended June 30, 2017 and 2016 fuel costs were 2% and 3% of tour revenue at the Lindblad segment.

On May 4, 2016, we expanded our land-based offerings by acquiring an 80.1% ownership interest in Natural Habitat, Inc. (“Natural Habitat”), an adventure travel and ecotourism company based in Colorado. Natural Habitat was founded by Benjamin L. Bressler, who retains a 19.9% noncontrolling interest in Natural Habitat. Examples of Natural Habitat’s expeditions include African safaris in Botswana, grizzly bear adventures in Alaska and polar bear tours in Canada. Since 2003, Natural Habitat has partnered with the World Wildlife Fund (“WWF”) to offer conservation travel, sustainable travel that directly protects nature. This agreement with WWF extends through 2023. 

In December 2015, we entered into two separate contracts with Ice Floe LLC, to build theNational Geographic Quest and theNational Geographic Venture. Management considers this investment to be an important step to meet increasing demand for our expedition cruise offerings.National Geographic Quest launched in the third quarter of 2017 and will sail in Alaska and British Columbia during the summer of 2017 before voyaging to Costa Rica and Panama to provide expeditions for the Northern Hemisphere winter season. There were four voyages cancelled due to delayed delivery of the vessel that will impact full year tour revenue by approximately $3.6 million and Adjusted EBITDA by approximately $3.0 million. TheNational Geographic Venture is expected to launch in June of 2018.

We have a longstanding relationship with the National Geographic Society, since 2004, based on a shared interest in exploration, research, technology and conservation. This relationship includes co-selling, co-marketing and branding arrangements with National Geographic Partners, LLC (“National Geographic”) whereby our owned vessels carry the National Geographic name and National Geographic sells our expeditions through their internal travel divisions. We collaborate with National Geographic on expedition planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, join our expeditions. Guests have the ability to interface with these experts through lectures, excursions, dining and other experiences throughout their expedition.

On March 27, 2018, the Company entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Credit Suisse, as Administrative Agent and Collateral Agent, 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. 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. See Note 3 – Long-Term Debt to the condensed consolidated financial statements for additional information regarding the Restated Credit Agreement.

In the fourth quarter of 2016, theNational Geographic Orion experienced an issue with its main engine and as a result we cancelled four voyages during the first quarter of 2017 for necessary engine repairs. In addition, in the first quarter of 2017, theNational Geographic Sea Lion cancelled two voyages to repair the onboard air conditioning system. TheIt is estimated that the impact of the cancellations during the first quarter was approximately $9.1 million in tour revenues which included lost ticket revenues of approximately $11.0 million, offset by $1.9and $6.5 million in insurance revenues related to theNational Geographic Orion cancellations. The Adjusted EBITDA impact due tofor the voyage cancellations was approximately $6.5 million.three months ended March 31, 2017.

Our Annual Report on Form 10-K for the year ended December 31, 2016 provides additional information about our business operations and financial condition.

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

Financial Presentation

Description of Certain Line Items

Tour revenues

Tour revenues consist of the following:

Cost of tours

Cost of tours includes the following: