Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LINDBLAD EXPEDITIONS HOLDINGS, INC. | |
Entity Central Index Key | 1,512,499 | |
Trading Symbol | LIND | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 45,066,058 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 99,315 | $ 135,416 |
Restricted cash and marketable securities | 21,261 | 9,015 |
Inventories | 1,613 | 1,665 |
Marine operating supplies | 4,346 | 4,142 |
Prepaid expenses and other current assets | 25,562 | 20,782 |
Total current assets | 152,097 | 171,020 |
Property and equipment, net | 218,072 | 186,236 |
Goodwill | 22,105 | 22,105 |
Intangibles, net | 10,343 | 11,132 |
Other long-term assets | 11,632 | 13,090 |
Deferred tax assets | 8,728 | 4,118 |
Total assets | 422,977 | 407,701 |
Current Liabilities: | ||
Unearned passenger revenues | 117,119 | 91,501 |
Accounts payable and accrued expenses | 21,501 | 30,662 |
Long-term debt - current | 1,750 | 1,750 |
Total current liabilities | 140,370 | 123,913 |
Long-term debt, less current portion | 164,051 | 164,128 |
Other long-term liabilities | 696 | 681 |
Total liabilities | 305,117 | 288,722 |
COMMITMENTS AND CONTINGENCIES | ||
REDEEMABLE NONCONTROLLING INTEREST | 5,154 | 5,170 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 0 shares issued and outstanding | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 45,066,058 and 45,659,762 issued and outstanding as of June 30, 2017, and December 31, 2016, respectively | 5 | 5 |
Additional paid-in capital | 42,156 | 43,097 |
Retained earnings | 70,545 | 70,707 |
Total stockholders' equity | 112,706 | 113,809 |
Total liabilities, redeemable noncontrolling interest and stockholders' equity | $ 422,977 | $ 407,701 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 45,066,058 | 45,659,762 |
Common stock, shares outstanding | 45,066,058 | 45,659,762 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Tour revenues | $ 55,571 | $ 53,871 | $ 118,699 | $ 115,445 |
Cost of tours | 28,697 | 29,390 | 61,300 | 54,665 |
Gross profit | 26,874 | 24,481 | 57,399 | 60,780 |
Operating expenses: | ||||
General and administrative | 15,082 | 12,637 | 30,184 | 23,825 |
Selling and marketing | 9,550 | 9,512 | 19,846 | 19,130 |
Depreciation and amortization | 3,895 | 4,869 | 7,658 | 9,443 |
Total operating expenses | 28,527 | 27,018 | 57,688 | 52,398 |
Operating (loss) income | (1,653) | (2,537) | (289) | 8,382 |
Other income (expense): | ||||
Gain (loss) on foreign currency | 577 | (357) | 823 | (286) |
Other income (expense) | 107 | (156) | ||
Interest expense, net | (2,076) | (2,690) | (4,390) | (5,438) |
Total other expense | (1,392) | (3,047) | (3,723) | (5,724) |
(Loss) income before income taxes | (3,045) | (5,584) | (4,012) | 2,658 |
Income tax benefit | (467) | (1,090) | (2,060) | (3,315) |
Net (loss) income | (2,578) | (4,494) | (1,952) | 5,973 |
Net loss attributable to noncontrolling interest | (45) | (148) | (16) | (148) |
Net (loss) income attributable to Lindblad | (2,533) | (4,346) | (1,936) | 6,121 |
Common stock | ||||
Net (loss) income available to common stockholders | $ (2,533) | $ (4,346) | $ (1,936) | $ 6,121 |
Weighted average shares outstanding | ||||
Basic | 44,428,947 | 45,670,721 | 44,567,588 | 45,570,438 |
Diluted | 44,428,947 | 45,670,721 | 44,567,588 | 46,299,189 |
(Loss) earnings per share attributable to Lindblad | ||||
Basic | $ (0.06) | $ (0.10) | $ (0.04) | $ 0.13 |
Diluted | $ (0.06) | $ (0.10) | $ (0.04) | $ 0.13 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Redeemable Noncontrolling Interest |
Balance at Dec. 31, 2016 | $ 113,809 | $ 5 | $ 43,097 | $ 70,707 | $ 5,170 |
Balance, shares at Dec. 31, 2016 | 45,659,762 | ||||
Stock-based compensation | 6,407 | 6,407 | |||
Option shares exercised and exchanged | (202) | (202) | |||
Option shares exercised and exchanged, shares | 53,113 | ||||
Issuance of shares to board of directors | |||||
Issuance of shares to board of directors, shares | 1,879 | ||||
Repurchase of shares and warrants | (6,166) | (6,166) | |||
Repurchase of shares and warrants, shares | (547,058) | ||||
Retirement of shares for employee taxes on vested shares/options | (980) | (980) | |||
Retirement of shares for employee taxes on vested shares/options, shares | (101,638) | ||||
Retroactive Application of ASU 2016-09 | 1,774 | 1,774 | |||
Net loss | (1,936) | (1,936) | (16) | ||
Balance at Jun. 30, 2017 | $ 112,706 | $ 5 | $ 42,156 | $ 70,545 | $ 5,154 |
Balance, shares at Jun. 30, 2017 | 45,066,058 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows From Operating Activities | ||
Net (loss) income | $ (1,952) | $ 5,973 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 7,658 | 9,443 |
Amortization of National Geographic fee | 1,454 | 1,454 |
Amortization of debt discount, deferred financing and other, net | 1,096 | 1,166 |
Stock-based compensation | 6,407 | 2,622 |
Deferred income taxes | (2,836) | (3,119) |
(Gain) loss on currency translation | (106) | 286 |
Changes in operating assets and liabilities | ||
Inventories and marine operating supplies | (153) | 1,103 |
Prepaid expenses and other current assets | (4,674) | (1,347) |
Unearned passenger revenues | 25,470 | (924) |
Other long-term assets | 117 | |
Other long-term liabilities | 14 | 15 |
Accounts payable and accrued expenses | (9,293) | (9,828) |
Net cash provided by operating activities | 23,202 | 6,844 |
Cash Flows From Investing Activities | ||
Acquisition of Natural Habitat, Inc., net of $4,904 cash acquired | (9,946) | |
Purchases of property and equipment | (38,705) | (32,896) |
Purchase of restricted cash and marketable securities | (12,246) | (9,158) |
Net cash used in investing activities | (50,951) | (52,000) |
Cash Flows From Financing Activities | ||
Payment of deferred financing costs | (298) | (1,565) |
Repayments of long-term debt | (875) | (875) |
Repurchase of employee shares as part of cashless exercise of options or vesting of restricted shares for tax purposes | (1,182) | (2,694) |
Repurchase of warrants and common shares | (6,166) | (5,420) |
Net cash used in financing activities | (8,521) | (10,554) |
Effect of exchange rate changes on cash | 169 | (380) |
Net decrease in cash and cash equivalents | (36,101) | (56,090) |
Cash and cash equivalents as of beginning of period | 135,416 | 206,903 |
Cash and cash equivalents as of end of period | 99,315 | 150,813 |
Cash paid during the period for: | ||
Interest | 5,195 | 4,925 |
Income taxes | 748 | 864 |
Non-cash investing and financing activities: | ||
Additional paid-in capital exercise proceeds of option shares | 168 | 1,123 |
Additional paid-in capital exchange proceeds used for option shares | $ (168) | $ (1,123) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
Net cash acquired | $ 4,904 |
Business
Business | 6 Months Ended |
Jun. 30, 2017 | |
Business [Abstract] | |
BUSINESS | NOTE 1 – BUSINESS Organization As of June 30, 2017, Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries (the “Company” or “Lindblad”) operated a fleet of six owned expedition ships and five seasonal charter vessels under the Lindblad brand. A new coastal vessel, the National Geographic Quest, Lindblad’s mission is to offer life-changing adventures on all seven continents and to pioneer 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 Society (“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 of Natural Habitat, the Company expanded its itineraries to include land- based offerings around the globe. Natural Habitat’s expeditions include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos tours and African safaris. In addition to its land offerings, Natural Habitat offers select itineraries on seven small chartered vessels for parts of the year. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation and sustainable travel that directly protects nature. This agreement with WWF extends through 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and footnotes have been prepared in accordance with 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 Flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to 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 accompanying 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, 2016 contained in the Annual Report on Form 10-K filed with the SEC on March 7, 2017. 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. Actual results could differ from those which result from using such estimates. Management utilizes various estimates, including but not limited to determining the estimated lives of long-lived assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the fair value of the Company’s common stock and related warrants, the valuation of securities underlying stock-based compensation, income tax expense, the valuation of deferred tax assets, the value of contingent consideration, and to assess its litigation, other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the condensed consolidated financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. Revenue Recognition Tour revenue consists of guest ticket revenue recognized from the sale of guest tickets and other tour revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, goods and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees. Revenue from the sale of guest tickets and other revenue are recognized gross, as the Company has the primary obligation in the arrangement, has discretion in supplier selection and is involved in the determination of the service specifications. The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, and trip insurance. Guest tour deposits represent unearned revenues and are initially included in unearned passenger revenue in the condensed consolidated balance sheet when received. Guest deposits are subsequently recognized as tour revenues on the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, the Company recognizes revenue based upon expeditions days earned. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. Revenues from the sale of additional goods and services rendered onboard are recognized upon purchase. Earnings per Common Share Earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares issuable upon the exercise of stock, which may include options, warrants and vesting of restricted stock, which was accounted for utilizing the treasury stock method. For the three and six months ended June 30, 2017 and 2016, the Company calculated earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260 and 805-40-45 as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, (In thousands, except share and per share data) 2017 2016 2017 2016 Net (loss) income attributable to Lindblad for basic and diluted earnings per share $ (2,533 ) $ (4,346 ) $ (1,936 ) $ 6,121 Weighted average shares outstanding: Total weighted average shares outstanding, basic 44,428,947 45,670,721 44,567,588 45,570,438 Dilutive potential common shares - - - 728,751 Total weighted average shares outstanding, diluted 44,428,947 45,670,721 44,567,588 46,299,189 Common stock Net (loss) income available to common stockholders $ (2,533 ) $ (4,346 ) $ (1,936 ) $ 6,121 Weighted average shares outstanding Basic 44,428,947 45,670,721 44,567,588 45,570,438 Diluted 44,428,947 45,670,721 44,567,588 46,299,189 Earnings per share attributable to Lindblad Basic $ (0.06 ) $ (0.10 ) $ (0.04 ) $ 0.13 Diluted $ (0.06 ) $ (0.10 ) $ (0.04 ) $ 0.13 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 were included in the dilutive earnings per share calculation. Unvested restricted 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. 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, 2017 and December 31, 2016, the Company’s cash held in financial institutions outside of the U.S. amounted $4.0 million and $2.7 million, respectively. Restricted Cash and Marketable Securities Included in “Restricted cash and marketable securities” on the accompanying condensed consolidated balance sheets are restricted cash and marketable securities, consisting of six-month certificates of deposit and short-term investments as follows: As of June 30, 2017 December 31, 2016 (In thousands) (Unaudited) Restricted cash and marketable securities: Credit negotiation and credit card processor reserves $ 1,530 $ 5,030 Federal Maritime Commission escrow 18,371 2,571 Certificates of deposit and other restricted securities 1,360 1,414 Total restricted cash and marketable securities $ 21,261 $ 9,015 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. 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. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value. Inventories and Marine Operating Supplies Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or 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. 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 June 30, As of December 31, 2017 2016 (In thousands) (Unaudited) Prepaid tour expenses $ 13,506 $ 11,593 Prepaid client insurance 2,671 2,141 Prepaid air expense 2,726 2,432 Prepaid port agent fees 858 1,038 Prepaid income taxes 827 824 Prepaid corporate insurance 1,721 931 Prepaid marketing, commissions and other expenses 3,253 1,823 Total prepaid expenses $ 25,562 $ 20,782 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: Years Vessels and vessel improvements 15-25 Furniture, vehicles and equipment 5 Computer hardware and software 5 Leasehold improvements, including port facilities Shorter of lease term or related asset life As of June 30, 2017 and December 31, 2016, the Company owned and operated six vessels. A new coastal vessel, the National Geographic Quest, 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 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 was computed using the estimated useful lives of 15 and 5 years, respectively. The Company operates two vessels year-round in the Galápagos National Park in Ecuador: the National Geographic Endeavour II National Geographic Islander In June 2015, a new Ecuadorian Special Law for Protected Areas was approved, and 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 of 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. 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, 2017 and December 31, 2016, there was no triggering event and the Company did not record an impairment for intangible assets. Long-Lived Assets The Company reviews its long-lived assets, principally its vessels 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. As of June 30, 2017 and December 31, 2016, there was no triggering event and the Company did not record an impairment of its long-lived assets. Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: As of June 30, As of December 31, 2017 2016 (In thousands) (Unaudited) Accounts payable $ 5,147 $ 7,573 Accrued other expense 4,281 5,999 Bonus compensation liabilty 2,064 4,186 Employee liability 2,529 3,494 Income tax liabilities 900 884 New build liability 2,649 4,011 Travel certificate liability 1,251 1,218 Refunds and commissions payable 997 1,454 Royalty payable 1,298 1,468 Accrued travel insurance expense 385 375 Total accounts payable and accrued expenses $ 21,501 $ 30,662 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: Level 1 Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at measurement date. Level 2 Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies. Level 3 Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment. The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of June 30, 2017 and December 31, 2016. As of June 30, 2017 and December 31, 2016, the Company had no other liabilities that were measured at fair value on a recurring basis. The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Income Taxes 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, 2017 and December 31, 2016, the Company had a liability for unrecognized tax benefits of $0.4 million, included in other long-term liabilities on the Company’s condensed consolidated balance sheets. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the six months ended June 30, 2017 and 2016, interest and penalties related to uncertain tax positions included in income tax expense are immaterial. 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. Stock-Based Compensation The Company accounts for equity instruments issued to employees, non-employee Directors or other service providers in accordance with accounting guidance that requires that awards are recorded at their fair value on the date of grant and are amortized over the service period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the equity instrument issued. 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 travel 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 May 2017, Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. The FASB Accounting Standards Codification currently defines 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 award is the same 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 prospectively for all new awards after annual reporting periods beginning December 15, 2017. The Company plans to adopt this ASU in the first quarter of 2018 as per guidance and does not expect the prospective application to have a material impact to the Company’s condensed consolidated financial statements. In January 2017, FASB issued Accounting Standards Update ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill 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 FASB 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 the 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 does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements. In January 2017, FASB issued Accounting Standards Update ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendment 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) of assets or businesses. The amendments in this ASU 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 (or disposed 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 does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | NOTE 3 – LONG-TERM DEBT As of June 30, 2017 As of December 31, 2016 (Unaudited) (In thousands) Principal Discount and Deferred Financing Costs, net Balance, net of discount Principal Discount and Deferred Financing Costs, net Balance, net of discount Note payable $ 2,525 $ - $ 2,525 $ 2,525 $ - $ 2,525 Credit Facility 171,500 (8,224 ) 163,276 172,375 (9,022 ) 163,353 Total long-term debt 174,025 (8,224 ) 165,801 174,900 (9,022 ) 165,878 Less current portion (1,750 ) - (1,750 ) (1,750 ) - (1,750 ) Total long-term debt, non-current $ 172,275 $ (8,224 ) $ 164,051 $ 173,150 $ (9,022 ) $ 164,128 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, the Company entered into a second amended and restated credit agreement with Credit Suisse (“Restated Credit Agreement”), amending its senior secured credit facility with Credit Suisse (“Restated Credit Facility”). The Restated Credit Facility provides for $175.0 million senior secured first lien term loan facility (consisting of a $155.0 million U.S. term loan (the “U.S. Term Loan”) and a $20.0 million Cayman term loan for the benefit of the Company’s foreign subsidiaries (the “Cayman Loan”, and together with the U.S. Term Loan, (the“Loans”)) and a $45.0 million senior secured incremental revolving credit facility (“Revolving Credit Facility”), which includes a $5.0 million letter of credit subfacility. The Company’s obligations under the Restated Credit Facility are secured by substantially all the assets of the Company. Borrowings under the Loans bear interest at an adjusted ICE Benchmark Administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 4.50%. As of 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%, or, at the option of the Company, an alternative base rate plus a spread of 3.00%. The Company is also required to pay a 0.50% annual commitment fee on undrawn amounts under the Revolving Credit Facility, which matures on May 8, 2020. As of June 30, 2017, the Company had no borrowings under the Revolving Credit Facility. The Restated Credit Agreement (i) requires the Company to satisfy certain financial covenants; (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, the Company was in compliance with the financial covenants. For the three months ended June 30, 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. |
Acquistion
Acquistion | 6 Months Ended |
Jun. 30, 2017 | |
Acquistion [Abstract] | |
ACQUISTION | NOTE 4 – ACQUISTION On May 4, 2016, the Company acquired an 80.1% ownership interest in Natural Habitat, an adventure travel and ecotourism company based in Colorado. The acquisition provided 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 acquisition of Natural Habitat, which is included in general and administrative expenses in the Company’s condensed consolidated statements 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 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 Habitat 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 remaining interest at a similar fair value measure as Mr. Bressler’s put option. Acquisition of Natural Habitat, Inc.: (In thousands) As of Acquisition Cash consideration $ 14,850 Long-term debt - non-cash 2,525 Lindblad restricted shares (264,208 shares) - non-cash 2,650 Total purchase price $ 20,025 Assets acquired: Cash and cash equivalents $ 4,904 Prepaid expenses and other current assets 9,623 Property and equipment 2,068 Goodwill and other intangibles 28,305 Total assets $ 44,900 L iabilities assumed: Accounts payable and accrued expenses $ 2,472 Unearned passenger revenues 15,000 Deferred tax liability 2,428 Noncontrolling interest in consolidated subsidiaries 4,975 Total liabilities $ 24,875 Total cash price paid upon acquisition and fair value of existing equity interest $ 20,025 The acquired business contributed revenues of $8.3 million and operating loss of $0.7 million to Lindblad Expeditions for the three months ended June 30, 2017. For 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. The following unaudited pro forma summary presents consolidated information of Lindblad Expeditions as if the business combination had occurred on January 1, 2016: Pro Forma for Three Month Period Ended Pro Forma for Six Month Period Ended June 30, 2016 June 30, 2016 Unaudited Unaudited (In thousands) Revenues $ 56,778 $ 127,072 Operating (loss) income $ (2,500 ) $ 8,431 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. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2017 | |
Employee Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 5 – EMPLOYEE BENEFIT PLAN The Company has a 401(k) profit sharing plan and trust for its employees. The Company matches 30% of employee contributions up to the annual maximum of $2,100 and $1,800 as of June 30, 2017 and 2016, respectively. For the three months ended June 30, 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 and $0.1 million, respectively. The benefit plan contribution is recorded within general and administrative expenses on the accompanying condensed consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 6 – 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, $0.0001 par value and 200,000,000 shares of common stock, $0.0001 par value. Stock and Warrant Repurchase Plan In November 2015, the Company’s Board of Directors approved a $20.0 million stock and warrant repurchase plan and in November 2016, increased the authorization by $15.0 million to a total of $35.0 million. This Repurchase Plan 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. 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. For the three months ended June 30, 2017, the Company purchased 66,194 shares of common stock for $0.6 million and for the six months ended June 30, 2017 the Company purchased 547,058 shares of common stock for $5.1 million and 513,372 warrants for $1.1 million. The Company has cumulatively purchased 5,426,985 warrants for $13.9 million and 855,776 shares of common stock for $8.1 million, since plan inception. 2017 Long-Term Incentive Compensation In March 2017, the Company’s compensation committee (or a subcommittee thereof) approved awards of restricted stock units (“RSUs”) and performance share units (“PSUs”) to key employees under the Company’s 2015 Long-Term Incentive Plan. The Company granted 171,393 RSUs on April 3, 2017 at a grant price of $8.98. The RSU’s will vest in three equal annual installments following 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, the Company awarded 126,953 of targeted PSUs with the number of shares determined based upon the closing price of our common stock on March 31, 2017 of $8.96. Based on the financial statements as of 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. 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 March 2017, 95,542 options were exercised. Using the market price at the date of 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 the transaction. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – 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. The builder was contracted to deliver the first vessel, National Geographic Quest National Geographic Quest National Geographic Venture National Geographic Venture 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 accompanying condensed consolidated statements of operations. The amount is calculated based upon a percentage of ticket revenue less travel agent commission, including the revenue received from cancellation fees and any revenue received from the sale of voyage extensions. A voyage extension occurs when a guest extends their trip with pre- or post-voyage hotel nights and is included within tour revenues on the accompanying condensed consolidated statements of operations. The royalty expense is recognized at the time of revenue recognition. See Note 2 for a description of the Company’s revenue recognition policy. Royalty expense for the three and six months ended June 30, 2017 totaled $1.1 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, 2017 and December 31, 2016 are $1.3 million and $1.5 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 consolidated statements of operations. For the three and six months ended June 30, 2017, these fees totaled $0.1 million and $0.2 million, respectively. Charter Commitments From time to time, the Company enters into agreements to charter vessels on which it holds its tours and expeditions. Future minimum payments on its charter agreements are as follows: For the Years Ended December 31, Amount (Unaudited) (In thousands) 2017 (Six Months) 3,632 2018 9,755 2019 2,849 2020 272 Total $ 16,508 Insurance Revenue During the first quarter, the Company recorded $1.9 million of insurance revenue related to cancelled voyages on the National Geographic Orion |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 8 – 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 operating income 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, 2017 and 2016, the operating results were as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, (In thousands) 2017 2016 Change % 2017 2016 Change % Tour revenues: Lindblad $ 47,238 $ 48,187 $ (949 ) (2 %) $ 100,440 $ 109,761 $ (9,321 ) (8 %) Natural Habitat * 8,333 5,684 2,649 47 % 18,259 5,684 12,575 221 % Total tour revenues $ 55,571 $ 53,871 $ 1,700 3 % $ 118,699 $ 115,445 $ 3,254 3 % Operating (loss) income: Lindblad $ (948 ) $ (1,744 ) $ 796 (46 %) $ 316 $ 9,175 $ (8,859 ) (97 %) Natural Habitat* (705 ) (793 ) 88 (11 %) (605 ) (793 ) 188 (24 %) Total operating income (1,653 ) (2,537 ) 884 (35 %) (289 ) 8,382 (8,671 ) (103 %) * 2016 results represents activity from acquisition date of May 5, 2016 - June 30, 2016. Amortization expense related to tradename and customer list amortization for the three months ended June 30, 2017 and 2016 is $0.2 million and $0.1 million in the Natural Habitat segment. For the six months ended June 30, 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. (in millions) As of June 30, As of December 31, Total Assets Lindblad Segment $ 373.1 $ 366.0 Natural Habitat Segment 49.9 41.7 Total Assets $ 423.0 $ 407.7 Goodwill Natural Habitat Segment $ 22.1 $ 22.1 Total Goodwill $ 22.1 $ 22.1 Intangibles, net Lindblad Segment $ 5.1 $ 5.5 Natural Habitat Segment 5.2 5.6 Total Intangibles, net $ 10.3 $ 11.1 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | 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 Flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to 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 accompanying 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, 2016 contained in the Annual Report on Form 10-K filed with the SEC on March 7, 2017. |
Principles of Consolidation | 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 | 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 | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various estimates, including but not limited to determining the estimated lives of long-lived assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the fair value of the Company’s common stock and related warrants, the valuation of securities underlying stock-based compensation, income tax expense, the valuation of deferred tax assets, the value of contingent consideration, and to assess its litigation, other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the condensed consolidated financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. |
Revenue Recognition | Revenue Recognition Tour revenue consists of guest ticket revenue recognized from the sale of guest tickets and other tour revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, goods and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees. Revenue from the sale of guest tickets and other revenue are recognized gross, as the Company has the primary obligation in the arrangement, has discretion in supplier selection and is involved in the determination of the service specifications. The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, and trip insurance. Guest tour deposits represent unearned revenues and are initially included in unearned passenger revenue in the condensed consolidated balance sheet when received. Guest deposits are subsequently recognized as tour revenues on the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, the Company recognizes revenue based upon expeditions days earned. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. Revenues from the sale of additional goods and services rendered onboard are recognized upon purchase. |
Earnings per Common Share | Earnings per Common Share Earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares issuable upon the exercise of stock, which may include options, warrants and vesting of restricted stock, which was accounted for utilizing the treasury stock method. For the three and six months ended June 30, 2017 and 2016, the Company calculated earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260 and 805-40-45 as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, (In thousands, except share and per share data) 2017 2016 2017 2016 Net (loss) income attributable to Lindblad for basic and diluted earnings per share $ (2,533 ) $ (4,346 ) $ (1,936 ) $ 6,121 Weighted average shares outstanding: Total weighted average shares outstanding, basic 44,428,947 45,670,721 44,567,588 45,570,438 Dilutive potential common shares - - - 728,751 Total weighted average shares outstanding, diluted 44,428,947 45,670,721 44,567,588 46,299,189 Common stock Net (loss) income available to common stockholders $ (2,533 ) $ (4,346 ) $ (1,936 ) $ 6,121 Weighted average shares outstanding Basic 44,428,947 45,670,721 44,567,588 45,570,438 Diluted 44,428,947 45,670,721 44,567,588 46,299,189 Earnings per share attributable to Lindblad Basic $ (0.06 ) $ (0.10 ) $ (0.04 ) $ 0.13 Diluted $ (0.06 ) $ (0.10 ) $ (0.04 ) $ 0.13 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 were included in the dilutive earnings per share calculation. Unvested restricted 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less, as well as deposits in financial institutions, to be cash and cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. The Company has not experienced any losses in such accounts. As of June 30, 2017 and December 31, 2016, the Company’s cash held in financial institutions outside of the U.S. amounted $4.0 million and $2.7 million, respectively. |
Restricted Cash and Marketable Securities | Restricted Cash and Marketable Securities Included in “Restricted cash and marketable securities” on the accompanying condensed consolidated balance sheets are restricted cash and marketable securities, consisting of six-month certificates of deposit and short-term investments as follows: As of June 30, 2017 December 31, 2016 (In thousands) (Unaudited) Restricted cash and marketable securities: Credit negotiation and credit card processor reserves $ 1,530 $ 5,030 Federal Maritime Commission escrow 18,371 2,571 Certificates of deposit and other restricted securities 1,360 1,414 Total restricted cash and marketable securities $ 21,261 $ 9,015 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. 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. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value. |
Inventories and Marine Operating Supplies | Inventories and Marine Operating Supplies Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or 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. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following: As of June 30, As of December 31, 2017 2016 (In thousands) (Unaudited) Prepaid tour expenses $ 13,506 $ 11,593 Prepaid client insurance 2,671 2,141 Prepaid air expense 2,726 2,432 Prepaid port agent fees 858 1,038 Prepaid income taxes 827 824 Prepaid corporate insurance 1,721 931 Prepaid marketing, commissions and other expenses 3,253 1,823 Total prepaid expenses $ 25,562 $ 20,782 |
Property and Equipment, Net | 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: Years Vessels and vessel improvements 15-25 Furniture, vehicles and equipment 5 Computer hardware and software 5 Leasehold improvements, including port facilities Shorter of lease term or related asset life As of June 30, 2017 and December 31, 2016, the Company owned and operated six vessels. A new coastal vessel, the National Geographic Quest, 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 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 |
Intangibles, net | Intangibles, net Intangibles, net include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Based on the Company’s analysis, amortization of the tradenames and customer lists was computed using the estimated useful lives of 15 and 5 years, respectively. The Company operates two vessels year-round in the Galápagos National Park in Ecuador: the National Geographic Endeavour II National Geographic Islander In June 2015, a new Ecuadorian Special Law for Protected Areas was approved, and 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 of 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. 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, 2017 and December 31, 2016, there was no triggering event and the Company did not record an impairment for intangible assets. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets, principally its vessels 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. As of June 30, 2017 and December 31, 2016, there was no triggering event and the Company did not record an impairment of its long-lived assets. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: As of June 30, As of December 31, 2017 2016 (In thousands) (Unaudited) Accounts payable $ 5,147 $ 7,573 Accrued other expense 4,281 5,999 Bonus compensation liabilty 2,064 4,186 Employee liability 2,529 3,494 Income tax liabilities 900 884 New build liability 2,649 4,011 Travel certificate liability 1,251 1,218 Refunds and commissions payable 997 1,454 Royalty payable 1,298 1,468 Accrued travel insurance expense 385 375 Total accounts payable and accrued expenses $ 21,501 $ 30,662 |
Fair Value Measurements and Disclosure | Fair Value Measurements and Disclosure The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at measurement date. Level 2 Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies. Level 3 Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment. The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of June 30, 2017 and December 31, 2016. As of June 30, 2017 and December 31, 2016, the Company had no other liabilities that were measured at fair value on a recurring basis. The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
Income Taxes | Income Taxes 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, 2017 and December 31, 2016, the Company had a liability for unrecognized tax benefits of $0.4 million, included in other long-term liabilities on the Company’s condensed consolidated balance sheets. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the six months ended June 30, 2017 and 2016, interest and penalties related to uncertain tax positions included in income tax expense are immaterial. 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. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees, non-employee Directors or other service providers in accordance with accounting guidance that requires that awards are recorded at their fair value on the date of grant and are amortized over the service period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the equity instrument issued. 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 | Segment Reporting We are an expedition and adventure travel 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 | Recent Accounting Pronouncements In May 2017, Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. The FASB Accounting Standards Codification currently defines 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 award is the same 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 prospectively for all new awards after annual reporting periods beginning December 15, 2017. The Company plans to adopt this ASU in the first quarter of 2018 as per guidance and does not expect the prospective application to have a material impact to the Company’s condensed consolidated financial statements. In January 2017, FASB issued Accounting Standards Update ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill 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 FASB 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 the 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 does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements. In January 2017, FASB issued Accounting Standards Update ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendment 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) of assets or businesses. The amendments in this ASU 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 (or disposed 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 does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of calculated earnings per share | For the Three Months Ended June 30, For the Six Months Ended June 30, (In thousands, except share and per share data) 2017 2016 2017 2016 Net (loss) income attributable to Lindblad for basic and diluted earnings per share $ (2,533 ) $ (4,346 ) $ (1,936 ) $ 6,121 Weighted average shares outstanding: Total weighted average shares outstanding, basic 44,428,947 45,670,721 44,567,588 45,570,438 Dilutive potential common shares - - - 728,751 Total weighted average shares outstanding, diluted 44,428,947 45,670,721 44,567,588 46,299,189 Common stock Net (loss) income available to common stockholders $ (2,533 ) $ (4,346 ) $ (1,936 ) $ 6,121 Weighted average shares outstanding Basic 44,428,947 45,670,721 44,567,588 45,570,438 Diluted 44,428,947 45,670,721 44,567,588 46,299,189 Earnings per share attributable to Lindblad Basic $ (0.06 ) $ (0.10 ) $ (0.04 ) $ 0.13 Diluted $ (0.06 ) $ (0.10 ) $ (0.04 ) $ 0.13 |
Schedule of restricted cash and marketable securities | As of June 30, 2017 December 31, 2016 (In thousands) (Unaudited) Restricted cash and marketable securities: Credit negotiation and credit card processor reserves $ 1,530 $ 5,030 Federal Maritime Commission escrow 18,371 2,571 Certificates of deposit and other restricted securities 1,360 1,414 Total restricted cash and marketable securities $ 21,261 $ 9,015 |
Summary of prepaid expenses and other current assets | As of June 30, As of December 31, 2017 2016 (In thousands) (Unaudited) Prepaid tour expenses $ 13,506 $ 11,593 Prepaid client insurance 2,671 2,141 Prepaid air expense 2,726 2,432 Prepaid port agent fees 858 1,038 Prepaid income taxes 827 824 Prepaid corporate insurance 1,721 931 Prepaid marketing, commissions and other expenses 3,253 1,823 Total prepaid expenses $ 25,562 $ 20,782 |
Schedule of straight line method over the estimated useful lives of the assets | Years Vessels and vessel improvements 15-25 Furniture, vehicles and equipment 5 Computer hardware and software 5 Leasehold improvements, including port facilities Shorter of lease term or related asset life |
Summary of accounts payable and accrued expenses | As of June 30, As of December 31, 2017 2016 (In thousands) (Unaudited) Accounts payable $ 5,147 $ 7,573 Accrued other expense 4,281 5,999 Bonus compensation liabilty 2,064 4,186 Employee liability 2,529 3,494 Income tax liabilities 900 884 New build liability 2,649 4,011 Travel certificate liability 1,251 1,218 Refunds and commissions payable 997 1,454 Royalty payable 1,298 1,468 Accrued travel insurance expense 385 375 Total accounts payable and accrued expenses $ 21,501 $ 30,662 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt | As of June 30, 2017 As of December 31, 2016 (Unaudited) (In thousands) Principal Discount and Deferred Financing Costs, net Balance, net of discount Principal Discount and Deferred Financing Costs, net Balance, net of discount Note payable $ 2,525 $ - $ 2,525 $ 2,525 $ - $ 2,525 Credit Facility 171,500 (8,224 ) 163,276 172,375 (9,022 ) 163,353 Total long-term debt 174,025 (8,224 ) 165,801 174,900 (9,022 ) 165,878 Less current portion (1,750 ) - (1,750 ) (1,750 ) - (1,750 ) Total long-term debt, non-current $ 172,275 $ (8,224 ) $ 164,051 $ 173,150 $ (9,022 ) $ 164,128 |
Acquistion (Tables)
Acquistion (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Acquistion [Abstract] | |
Summary of purchase price, assets acquired and liabilities assumed | As of Acquisition Date Cash consideration $ 14,850 Long-term debt - non-cash 2,525 Lindblad restricted shares (264,208 shares) - non-cash 2,650 Total purchase price $ 20,025 Assets acquired: Cash and cash equivalents $ 4,904 Prepaid expenses and other current assets 9,623 Property and equipment 2,068 Goodwill and other intangibles 28,305 Total assets $ 44,900 L iabilities assumed: Accounts payable and accrued expenses $ 2,472 Unearned passenger revenues 15,000 Deferred tax liability 2,428 Noncontrolling interest in consolidated subsidiaries 4,975 Total liabilities $ 24,875 Total cash price paid upon acquisition and fair value of existing equity interest $ 20,025 |
Summary of unaudited pro forma presents consolidated information | Pro Forma for Three Month Period Ended Pro Forma for Six Month Period Ended June 30, 2016 June 30, 2016 Unaudited Unaudited (In thousands) Revenues $ 56,778 $ 127,072 Operating (loss) income $ (2,500 ) $ 8,431 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Summary of future minimum payments on charter agreements | For the Years Ended December 31, Amount (Unaudited) (In thousands) 2017 (Six Months) 3,632 2018 9,755 2019 2,849 2020 272 Total $ 16,508 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Information [Abstract] | |
Summary of operating results for the business segments | For the Three Months Ended For the Six Months Ended June 30, June 30, (In thousands) 2017 2016 Change % 2017 2016 Change % Tour revenues: Lindblad $ 47,238 $ 48,187 $ (949 ) (2 %) $ 100,440 $ 109,761 $ (9,321 ) (8 %) Natural Habitat * 8,333 5,684 2,649 47 % 18,259 5,684 12,575 221 % Total tour revenues $ 55,571 $ 53,871 $ 1,700 3 % $ 118,699 $ 115,445 $ 3,254 3 % Operating (loss) income: Lindblad $ (948 ) $ (1,744 ) $ 796 (46 %) $ 316 $ 9,175 $ (8,859 ) (97 %) Natural Habitat* (705 ) (793 ) 88 (11 %) (605 ) (793 ) 188 (24 %) Total operating income (1,653 ) (2,537 ) 884 (35 %) (289 ) 8,382 (8,671 ) (103 %) * 2016 results represents activity from acquisition date of May 5, 2016 - June 30, 2016. |
Schedule of amortization of intangible assets | (in millions) As of June 30, As of December 31, Total Assets Lindblad Segment $ 373.1 $ 366.0 Natural Habitat Segment 49.9 41.7 Total Assets $ 423.0 $ 407.7 Goodwill Natural Habitat Segment $ 22.1 $ 22.1 Total Goodwill $ 22.1 $ 22.1 Intangibles, net Lindblad Segment $ 5.1 $ 5.5 Natural Habitat Segment 5.2 5.6 Total Intangibles, net $ 10.3 $ 11.1 |
Business (Details)
Business (Details) | May 04, 2016 | Jun. 30, 2017 |
National Geographic [Member] | ||
Business (Textual) | ||
Description of agreement | The arrangement with National Geographic extends through 2025. | |
Lindblad Expeditions Holdings, Inc. [Member] | Natural Habitat acquisition [Member] | ||
Business (Textual) | ||
Ownership interest, description | The Company acquired an 80.1% ownership interest. | |
Percentage of noncontrolling interest | 19.90% | |
Description of business acquisition | This agreement with WWF extends through 2023. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | ||||
Net (loss) income attributable to Lindblad for basic and diluted earnings per share | $ (2,533) | $ (4,346) | $ (1,936) | $ 6,121 |
Weighted average shares outstanding: | ||||
Total weighted average shares outstanding, basic | 44,428,947 | 45,670,721 | 44,567,588 | 45,570,438 |
Dilutive potential common shares | 728,751 | |||
Total weighted average shares outstanding, diluted | 44,428,947 | 45,670,721 | 44,567,588 | 46,299,189 |
Common stock | ||||
Net (loss) income available to common stockholders | $ (2,533) | $ (4,346) | $ (1,936) | $ 6,121 |
Weighted average shares outstanding | ||||
Basic | 44,428,947 | 45,670,721 | 44,567,588 | 45,570,438 |
Diluted | 44,428,947 | 45,670,721 | 44,567,588 | 46,299,189 |
Earnings per share attributable to Lindblad | ||||
Basic | $ (0.06) | $ (0.10) | $ (0.04) | $ 0.13 |
Diluted | $ (0.06) | $ (0.10) | $ (0.04) | $ 0.13 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | $ 21,261 | $ 9,015 |
Certificates of deposit and other restricted securities [Member] | ||
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | 1,360 | 1,414 |
Federal Maritime Commission escrow [Member] | ||
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | 18,371 | 2,571 |
Credit negotiation and credit card processor reserves [Member] | ||
Restricted cash and marketable securities: | ||
Total restricted cash and marketable securities | $ 1,530 | $ 5,030 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Summary of Significant Accounting Policies [Abstract] | ||
Prepaid tour expenses | $ 13,506 | $ 11,593 |
Prepaid client insurance | 2,671 | 2,141 |
Prepaid air expense | 2,726 | 2,432 |
Prepaid port agent fees | 858 | 1,038 |
Prepaid income taxes | 827 | 824 |
Prepaid corporate insurance | 1,721 | 931 |
Prepaid marketing, commissions and other expenses | 3,253 | 1,823 |
Total prepaid expenses | $ 25,562 | $ 20,782 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details 3) | 6 Months Ended |
Jun. 30, 2017 | |
Vessels and vessel improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 25 years |
Vessels and vessel improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 15 years |
Furniture, vehicles and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Computer hardware and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Leasehold improvements, including port facilities [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements, including expedition sites and port facilities | Shorter of lease term or related asset life |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details 4) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Summary of Significant Accounting Policies [Abstract] | ||
Accounts payable | $ 5,147 | $ 7,573 |
Accrued other expense | 4,281 | 5,999 |
Bonus compensation liabilty | 2,064 | 4,186 |
Employee liability | 2,529 | 3,494 |
Income tax liabilities | 900 | 884 |
New build liability | 2,649 | 4,011 |
Travel certificate liability | 1,251 | 1,218 |
Refunds and commissions payable | 997 | 1,454 |
Royalty payable | 1,298 | 1,468 |
Accrued travel insurance expense | 385 | 375 |
Total accounts payable and accrued expenses | $ 21,501 | $ 30,662 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017USD ($)shares | Jun. 30, 2016shares | Jun. 30, 2017USD ($)OperatingsegmentsReportablesegmentsshares | Jun. 30, 2016shares | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Summary of Significant Accounting Policies (Textual) | ||||||
Anti-dilutive excluded potential common shares | shares | 14,307,771 | 13,354,908 | ||||
Dilutive stock option earnings per share | shares | 728,751 | |||||
Goodwill | $ 22,105 | $ 22,105 | $ 22,105 | |||
Number of vessels, description | As of June 30, 2017 and December 31, 2016, the Company owned and operated six vessels. A new coastal vessel the National Geographic Quest is expected to join 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. | |||||
Cash held in financial institutions | 4,000 | $ 4,000 | 2,700 | |||
Credit card reserves | $ 3,500 | |||||
Credit card deposits | $ 1,500 | |||||
Unrecognized tax benefits | 400 | $ 400 | 400 | |||
Performance bond, description | 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. | |||||
Number of operating segments | Operatingsegments | 2 | |||||
Number of reportable segments | Reportablesegments | 2 | |||||
Capitalized interest in property and equipment | $ 1,700 | $ 1,700 | $ 1,500 | |||
Unvested Restricted Shares [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Anti-dilutive excluded potential common shares | shares | 125,164 | |||||
Warrant [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Anti-dilutive excluded potential common shares | shares | 12,040,937 | |||||
Tradenames [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Intangibles, estimated useful life | 15 years | |||||
Customer Lists [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Intangibles, estimated useful life | 5 years |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | $ 174,025 | $ 174,900 |
Discount and Deferred Financing Costs, net Total long-term debt | (8,224) | (9,022) |
Balance, net of discount, Total long-term debt | 165,801 | 165,878 |
Principal, Less current portion | (1,750) | (1,750) |
Discount and Deferred Financing Costs, net Less current portion | ||
Balance, net of discount, Less current portion | (1,750) | (1,750) |
Principal, Total long-term debt, non-current | 172,275 | 173,150 |
Discount and Deferred Financing Costs, net Total long-term debt, non-current | (8,224) | (9,022) |
Balance, net of discount, Total long-term debt, non-current | 164,051 | 164,128 |
Note payable [Member] | ||
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | 2,525 | 2,525 |
Discount and Deferred Financing Costs, net Total long-term debt | ||
Balance, net of discount, Total long-term debt | 2,525 | 2,525 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | 171,500 | 172,375 |
Discount and Deferred Financing Costs, net Total long-term debt | (8,224) | (9,022) |
Balance, net of discount, Total long-term debt | $ 163,276 | $ 163,353 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | May 04, 2016 | Mar. 07, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Long-Term Debt (Textual) | ||||||
Amortization of debt discount and deferred financing costs | $ 1,096 | $ 1,166 | ||||
Credit Facility [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Interest rate | 5.82% | 5.82% | ||||
Description of interest rate | Borrowings under the Loans bear interest at an adjusted ICE Benchmark Administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 4.50%. | Borrowings under the Revolving Credit Facility bear interest at an adjusted ICE Benchmark Administration LIBO Rate plus a spread of 4.00%, or, at the option of the Company, an alternative base rate plus a spread of 3.00%. The Company is also required to pay a 0.50% annual commitment fee on undrawn amounts under the Revolving Credit Facility, which matures on May 8, 2020. | ||||
Credit facility, Expiration date | May 8, 2020 | |||||
Amortization of debt discount and deferred financing costs | $ 600 | $ 600 | $ 1,100 | $ 1,100 | ||
Cayman Term Loan [Member] | Credit Facility [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Debt maturity date | May 8, 2021 | |||||
Note payable [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Debt maturity date | Dec. 31, 2020 | |||||
Unsecured promissory note | $ 2,500 | |||||
Promissory note interest rate | 1.44% | |||||
Credit Agreement [Member] | U.S. Term loan [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Maximum borrowing capacity | $ 155,000 | |||||
Debt maturity date | May 8, 2021 | |||||
Credit Agreement [Member] | Cayman Term Loan [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Outstanding principal amount | 20,000 | |||||
Restated Credit Facility [Member] | Term Loan [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Secured debt | 175,000 | |||||
Restated Credit Facility [Member] | Incremental Revolving Credit Facility [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Secured debt | 45,000 | |||||
Restated Credit Facility [Member] | Letter of Credit Subfacility [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Secured debt | $ 5,000 |
Acquistion (Details)
Acquistion (Details) $ in Thousands | May 04, 2016USD ($) |
Acquistion [Abstract] | |
Cash consideration | $ 14,850 |
Long-term debt - non-cash | 2,525 |
Lindblad restricted shares (264,208 shares) - non-cash | 2,650 |
Total purchase price | 20,025 |
Assets acquired: | |
Cash and cash equivalents | 4,904 |
Prepaid expenses and other current assets | 9,623 |
Property and equipment | 2,068 |
Goodwill and other intangibles | 28,305 |
Total assets | 44,900 |
Liabilities assumed: | |
Accounts payable and accrued expenses | 2,472 |
Unearned passenger revenues | 15,000 |
Deferred tax liability | 2,428 |
Noncontrolling interest in consolidated subsidiaries | 4,975 |
Total liabilities | 24,875 |
Total cash price paid upon acquisition and fair value of existing equity interest | $ 20,025 |
Acquistion (Details 1)
Acquistion (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Acquistion [Abstract] | ||
Revenues | $ 56,778 | $ 127,072 |
Operating (loss) income | $ (2,500) | $ 8,431 |
Acquistion (Details Textual)
Acquistion (Details Textual) - USD ($) $ in Thousands | May 04, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Acquistion (Textual) | ||||||
Ownership interest acquired | 80.10% | |||||
Restricted shares | 264,208 | |||||
Noncontrolling interest percentage | 19.90% | |||||
Acquisition costs related to acquisition | $ 1,000 | |||||
Acquired business contributed revenues | $ 56,778 | $ 127,072 | ||||
Acquired business operating loss | $ (2,500) | $ 8,431 | ||||
Lindblad Expeditions, Inc. [Member] | ||||||
Acquistion (Textual) | ||||||
Acquired business contributed revenues | $ 8,300 | $ 18,300 | ||||
Acquired business operating loss | $ 700 | $ 600 | ||||
Natural Habitat Inc. [Member] | ||||||
Acquistion (Textual) | ||||||
Acquired business contributed revenues | $ 5,700 | |||||
Acquired business operating loss | $ 800 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Employee Benefit Plan (Textual) | ||||
Percentage of employer match of employee contributions | 30.00% | 30.00% | ||
Annual maximum amount of employee contributions | $ 2,100 | $ 1,800 | ||
Benefit plan contribution recorded with general and administrative expenses | $ 100,000 | $ 100,000 | $ 200,000 | $ 100,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | Apr. 03, 2017$ / sharesshares | Jan. 10, 2017installment$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Nov. 30, 2016USD ($) | Nov. 30, 2015USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | Apr. 30, 2016shares |
Stockholders' Equity (Textual) | |||||||||
Total common and preferred shares, shares authorized | 201,000,000 | 201,000,000 | 201,000,000 | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Stock and warrant repurchase | $ | $ 8.1 | ||||||||
Stock and warrant repurchase, shares | 855,776 | ||||||||
Share based payment award, description | Company awarded 126,953 of targeted PSUs with the number of shares determined based upon the closing price of our common stock on March 31, 2017 of $8.96. | ||||||||
Warrants outstanding | 10,673,015 | 10,673,015 | 11,186,387 | ||||||
Common stock, shares outstanding | 45,066,058 | 45,066,058 | 45,659,762 | ||||||
Minimum [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Percentage of level ranging | 0.00% | ||||||||
Maximum [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Percentage of level ranging | 200.00% | ||||||||
Common Stock [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Stock and warrant repurchase | $ | $ 0.6 | $ 5.1 | |||||||
Stock and warrant repurchase, shares | 66,194 | 547,058 | |||||||
Warrant [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Stock and warrant repurchase | $ | $ 13.9 | $ 1.1 | |||||||
Stock and warrant repurchase, shares | 5,426,985 | 513,372 | |||||||
RSU [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Shares granted | 171,393 | ||||||||
Grant price | $ / shares | $ 8.98 | ||||||||
Board of Directors [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Stock and warrant repurchase | $ | $ 35 | $ 20 | |||||||
Stock and warrant repurchase value increased | $ | $ 15 | ||||||||
Mr. Lindblad [Member] | Restricted Stock [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Shares granted | 716,550 | ||||||||
Grant price | $ / shares | $ 9.65 | ||||||||
Shares available for grant | 1,000,000 | ||||||||
Shares transferred to pay for payroll withholdings, shares | 93,320 | ||||||||
Shares vested | 238,850 | ||||||||
Number of installments | installment | 3 | ||||||||
Share based payment award, description | 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. | ||||||||
Mr. Lindblad [Member] | 2016 CEO Share Allocation Plan [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Shares available for grant | 1,000,000 | ||||||||
Stock Options [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Grant price | $ / shares | $ 1.76 | ||||||||
Shares transferred to pay for payroll withholdings, shares | 23,145 | ||||||||
Shares, exercised | 95,542 | ||||||||
Fair value for exercise proceeds | $ / shares | $ 8.72 | ||||||||
Number of shares required exercise proceeds | 19,284 | ||||||||
Value of shares required exercise | $ | $ 0.2 | ||||||||
Balance of option shares issued | 53,113 |
Commitments and Contingencies36
Commitments and Contingencies (Details) - Charter Commitments [Member] $ in Thousands | Jun. 30, 2017USD ($) |
Summary of future minimum payments | |
2017 (Six Months) | $ 3,632 |
2,018 | 9,755 |
2,019 | 2,849 |
2,020 | 272 |
Total | $ 16,508 |
Commitments and Contingencies37
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 02, 2015 | |
Commitments and Contingencies (Textual) | ||||||
Risk of loss or damage, Description | The builder was contracted to deliver the first vessel, National Geographic Quest National Geographic Quest National Geographic Venture | |||||
Total of royalty fee and annual gross sales fee | $ 9,550 | $ 9,512 | $ 19,846 | $ 19,130 | ||
Insurance revenue | $ 1,900 | |||||
Nichols Brothers Boat Builders [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Vessel Construction Agreements, Description | On December 2, 2015, the Company entered into two separate Vessel Construction Agreements, (collectively, the "Agreements") with Ice Floe, LLC, a Washington limited liability company doing business as Nichols Brothers Boat Builders (the "Builder"). The Agreements provide for the Builder to construct two new 236-foot 100-passenger cruise vessels at a purchase price of $48.0 million and $48.6 million, respectively, subject to change orders. | |||||
Nichols Brothers Boat Builders [Member] | Cruise Vessels One [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Cruise vessels at a purchase price | $ 48,000 | |||||
Nichols Brothers Boat Builders [Member] | Cruise Vessels Two [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Cruise vessels at a purchase price | $ 48,600 | |||||
National Geographic [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Balance outstanding | 1,300 | $ 1,300 | $ 1,500 | |||
National Geographic [Member] | Royalty Agreement [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Royalty expense | 1,100 | $ 1,200 | 2,300 | $ 2,400 | ||
World Wildlife Fund [Member] | Royalty Agreement [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Total of royalty fee and annual gross sales fee | 100 | 200 | ||||
National Geographic Venture [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Cruise vessels at a purchase price | $ 14,900 | $ 14,900 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Tour revenues: | |||||
Total tour revenues | $ 55,571 | $ 53,871 | $ 118,699 | $ 115,445 | |
Total tour revenues, Change | $ 1,700 | $ 3,254 | |||
Total tour revenues, % | 3.00% | 3.00% | |||
Operating (loss) income: | |||||
Total operating income | $ (1,653) | (2,537) | $ (289) | 8,382 | |
Total operating income, Change | $ 884 | $ (8,671) | |||
Total operating income, % | (35.00%) | (103.00%) | |||
Lindblad [Member] | |||||
Tour revenues: | |||||
Total tour revenues | $ 47,238 | 48,187 | $ 100,440 | 109,761 | |
Total tour revenues, Change | $ (949) | $ (9,321) | |||
Total tour revenues, % | (2.00%) | (8.00%) | |||
Operating (loss) income: | |||||
Total operating income | $ (948) | (1,744) | $ 316 | 9,175 | |
Total operating income, Change | $ 795 | $ (8,859) | |||
Total operating income, % | (46.00%) | (97.00%) | |||
Natural Habitat [Member] | |||||
Tour revenues: | |||||
Total tour revenues | [1] | $ 8,333 | 5,684 | $ 18,259 | 5,684 |
Total tour revenues, Change | [1] | $ 2,649 | $ 12,575 | ||
Total tour revenues, % | [1] | 47.00% | 221.00% | ||
Operating (loss) income: | |||||
Total operating income | [1] | $ (705) | $ (793) | $ (605) | $ (793) |
Total operating income, Change | [1] | $ 88 | $ 188 | ||
Total operating income, % | [1] | (11.00%) | (24.00%) | ||
[1] | 2016 results represents activity from acquisition date of May 5, 2016 - June 30, 2016. |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Total Assets | $ 422,977 | $ 407,701 |
Total Goodwill | 22,100 | 22,100 |
Total Intangibles, net | 10,343 | 11,132 |
Lindblad Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 373,100 | 366,000 |
Total Intangibles, net | 5,100 | 5,500 |
Natural Habitat Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 49,900 | 41,700 |
Total Goodwill | 22,100 | 22,100 |
Total Intangibles, net | $ 5,200 | $ 5,600 |
Segment Information (Details Te
Segment Information (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Natural Habitat Segment [Member] | ||||
Segment Information (Textual) | ||||
Amortization expense | $ 0.2 | $ 0.1 | $ 0.4 | $ 0.1 |