Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LINDBLAD EXPEDITIONS HOLDINGS, INC. | |
Entity Central Index Key | 1,512,499 | |
Trading Symbol | LIND | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 45,786,647 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 91,561 | $ 96,443 |
Restricted cash and marketable securities | 22,803 | 7,057 |
Marine operating supplies | 5,086 | 5,045 |
Inventories | 1,792 | 1,794 |
Prepaid expenses and other current assets | 26,791 | 21,351 |
Total current assets | 148,033 | 131,690 |
Property and equipment, net | 273,075 | 250,952 |
Goodwill | 22,105 | 22,105 |
Intangibles, net | 8,764 | 9,554 |
Other long-term assets | 9,785 | 10,047 |
Total assets | 461,762 | 424,348 |
Current Liabilities: | ||
Unearned passenger revenues | 122,161 | 112,238 |
Accounts payable and accrued expenses | 25,947 | 30,422 |
Long-term debt - current | 2,000 | 1,750 |
Total current liabilities | 150,108 | 144,410 |
Long-term debt, less current portion | 188,229 | 164,186 |
Deferred tax liabilities | 2,596 | 2,444 |
Other long-term liabilities | 698 | 684 |
Total liabilities | 341,631 | 311,724 |
COMMITMENTS AND CONTINGENCIES | ||
REDEEMABLE NONCONTROLLING INTEREST | 6,130 | 6,302 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized;no shares issued and outstanding | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 45,775,648 and 45,427,030 issued, 45,401,323 and 44,787,608 outstanding as of June 30, 2018 and December 31, 2017, respectively | 5 | 5 |
Additional paid-in capital | 39,172 | 42,498 |
Retained earnings | 74,751 | 63,819 |
Accumulated other comprehensive income | 73 | |
Total stockholders' equity | 114,001 | 106,322 |
Total liabilities and stockholders' equity | $ 461,762 | $ 424,348 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 45,775,648 | 45,427,030 |
Common stock, shares outstanding | 45,401,323 | 44,787,608 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Tour revenues | $ 69,473 | $ 55,571 | $ 151,883 | $ 118,699 |
Cost of tours | 33,810 | 28,697 | 69,681 | 61,300 |
Gross profit | 35,663 | 26,874 | 82,202 | 57,399 |
Operating expenses: | ||||
General and administrative | 15,879 | 15,082 | 30,929 | 30,184 |
Selling and marketing | 10,583 | 9,550 | 22,656 | 19,846 |
Depreciation and amortization | 4,994 | 3,895 | 10,038 | 7,658 |
Total operating expenses | 31,456 | 28,527 | 63,623 | 57,688 |
Operating income (loss) | 4,207 | (1,653) | 18,579 | (289) |
Other (expense) income: | ||||
Interest expense, net | (2,870) | (2,076) | (5,604) | (4,390) |
(Loss) gain on foreign currency | (1,141) | 577 | (1,592) | 823 |
Other income (expense) | (128) | 107 | (120) | (156) |
Total other expense | (4,139) | (1,392) | (7,316) | (3,723) |
Income (loss) before income taxes | 68 | (3,045) | 11,263 | (4,012) |
Income tax expense (benefit) | 227 | (467) | 503 | (2,060) |
Net income (loss) | (159) | (2,578) | 10,760 | (1,952) |
Net income (loss) attributable to noncontrolling interest | (293) | (45) | (172) | (16) |
Net income (loss) available to common stockholders | $ 134 | $ (2,533) | $ 10,932 | $ (1,936) |
Weighted average shares outstanding | ||||
Basic | 45,894,155 | 44,428,947 | 45,322,541 | 44,567,588 |
Diluted | 46,442,611 | 44,428,947 | 45,594,980 | 44,567,588 |
Net income (loss) per share available to common stockholders | ||||
Basic | $ (0.06) | $ 0.24 | $ (0.04) | |
Diluted | $ (0.06) | $ 0.24 | $ (0.04) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ (159) | $ (2,578) | $ 10,760 | $ (1,952) |
Cash flow hedges: | ||||
Net unrealized gain | 73 | 73 | ||
Total other comprehensive income | 73 | 73 | ||
Total comprehensive (loss) income | $ (86) | $ (2,578) | $ 10,833 | $ (1,952) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income |
Balance at Dec. 31, 2017 | $ 106,322 | $ 5 | $ 42,498 | $ 63,819 | |
Balance, shares at Dec. 31, 2017 | 45,427,030 | ||||
Stock-based compensation | 1,985 | 1,985 | |||
Stock-based compensation, shares | |||||
Issuance of stock for equity compensation plans, net | (4,457) | (4,457) | |||
Issuance of stock for equity compensation plans net, shares | 357,648 | ||||
Repurchase of shares and warrants | (854) | (854) | |||
Repurchase of shares and warrants, shares | (9,030) | ||||
Other comprehensive income, net | 73 | 73 | |||
Net income | 10,932 | 10,932 | |||
Balance at Jun. 30, 2018 | $ 114,001 | $ 5 | $ 39,172 | $ 74,751 | $ 73 |
Balance, shares at Jun. 30, 2018 | 45,775,648 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 10,760 | $ (1,952) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 10,038 | 7,658 |
Amortization of National Geographic fee | 1,454 | 1,454 |
Amortization of deferred financing costs and other, net | 1,045 | 1,096 |
Stock-based compensation | 1,985 | 6,407 |
Deferred income taxes | 152 | (2,836) |
Loss (gain) on foreign currency | 1,592 | (106) |
Loss on write-off of assets | 129 | |
Changes in operating assets and liabilities | ||
Marine operating supplies and inventories | (39) | (153) |
Prepaid expenses and other current assets | (7,048) | (4,674) |
Unearned passenger revenues | 9,915 | 25,470 |
Write-off of unamortized issuance costs related to debt refinancing | 359 | |
Other long-term assets | (1,120) | 117 |
Other long-term liabilities | 15 | 14 |
Accounts payable and accrued expenses | (4,457) | (9,293) |
Net cash provided by operating activities | 24,780 | 23,202 |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (31,502) | (38,705) |
Transfer to restricted cash and marketable securities | (15,746) | (12,246) |
Net cash used in investing activities | (47,248) | (50,951) |
Cash Flows From Financing Activities | ||
Proceeds from long-term debt | 200,000 | |
Repayments of long-term debt | (170,625) | (875) |
Payment of deferred financing costs | (6,486) | (298) |
Repurchase under stock-based compensation plans and related tax impacts | (4,457) | (1,182) |
Repurchase of warrants and common stock | (854) | (6,166) |
Net cash provided by (used in) financing activities | 17,578 | (8,521) |
Effect of exchange rate changes on cash | 8 | 169 |
Net decrease in cash and cash equivalents | (4,882) | (36,101) |
Cash and cash equivalents at beginning of period | 96,443 | 135,416 |
Cash and cash equivalents at end of period | 91,561 | 99,315 |
Cash paid during the period: | ||
Interest | 6,534 | 5,195 |
Income taxes | 776 | 748 |
Non-cash investing and financing activities: | ||
Additional paid-in capital exercise proceeds of option shares | 1,682 | 168 |
Additional paid-in capital exchange proceeds used for option shares | $ (1,682) | $ (168) |
Business
Business | 6 Months Ended |
Jun. 30, 2018 | |
Business [Abstract] | |
BUSINESS | NOTE 1 – BUSINESS Organization Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries (the “Company” or “Lindblad”) currently operate a fleet of seven owned expedition ships and five seasonal charter vessels under the Lindblad brand and operate eco-conscious expeditions and nature-focused, small-group tours under the Natural Habitat brand. Lindblad’s mission is offering life-changing adventures on all seven continents and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company’s expedition ships are customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture. Many of these expeditions involve travel to remote places with limited infrastructure and ports (such as Antarctica and the Arctic) or places that are best accessed by a ship (such as the Galápagos, Alaska, Baja’s Sea of Cortez, Costa Rica and Panama), and foster active engagement by guests. Each expedition ship is designed to be comfortable and inviting, while being fully equipped with state-of-the-art tools for in-depth exploration. The Company has an alliance with National Geographic Partners (“National Geographic”), which often provides lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, that join the Company’s expeditions. Through its subsidiary, Natural Habitat, the Company also offers land-based trips around the globe. Natural Habitat’s expeditions include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos tours and African safaris. In addition to its land offerings, Natural Habitat offers select itineraries on small chartered vessels for parts of the year. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife. The Company’s common stock and warrants are listed on the NASDAQ Capital Market under the symbols “LIND” and “LINDW,” respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2017 contained in the Annual Report on Form 10-K filed with the SEC on March 2, 2018. Principles of Consolidation The condensed consolidated financial statements include Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation, with no impact on consolidated net income or cash flows. Use of Estimates The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets, liabilities, revenues and expenses. Actual results could differ from such estimates. Management estimates include determining the estimated lives of long-lived assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the fair value of the Company’s common stock and related warrants, the valuation of securities underlying stock-based compensation, income tax expense, the valuation of deferred tax assets and liabilities, the fair value of derivative instruments, the value of contingent consideration and assessing its litigation, other legal claims and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial statements in the period that they are determined to be necessary. Revenue Recognition Revenues are measured based on consideration specified in the Company’s contracts with guests and are recognized as the related performance obligations are satisfied. The majority of the Company’s revenues are derived from guest ticket contracts which are reported as tour revenues in the condensed consolidated statements of operations. The Company’s primary performance obligation under these contracts is to provide an expedition and may include pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Upon satisfaction of these performance obligations, the Company recognizes revenue over the duration of each expedition. Tour revenues also include revenues from the sale of goods and services onboard our ships, cancellation fees and trip insurance. Revenues from the sale of goods and services rendered onboard are recognized upon purchase. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. The Company records a liability for estimated trip insurance claims based on the Company’s claims history. Proceeds received from trip insurance premiums in excess of this liability are recorded as revenue in the period in which they are received. Customer Deposits and Contract Liabilities The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Guest deposits represent unearned revenues and are reported as unearned passenger revenues in the condensed consolidated balance sheet when received and are subsequently recognized as tour revenue over the duration of the expedition. Accounting Standards Codification, Revenue from Contracts with Customers Earnings per Common Share Earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards, shares issuable upon the exercise of stock options and warrants, using the treasury stock method. For the three and six months ended June 30, 2018 and 2017, the Company calculated earnings per share as follows: For the three months ended June 30, For the six months ended June 30, (In thousands, except share and per share data) 2018 2017 2018 2017 Net income (loss) available to common stockholders $ 134 $ (2,533 ) $ 10,932 $ (1,936 ) Weighted average shares outstanding: Total weighted average shares outstanding, basic 45,894,155 44,428,947 45,322,541 44,567,588 Dilutive potential common shares 548,456 - 272,439 - Total weighted average shares outstanding, diluted 46,442,611 44,428,947 45,594 44,567,588 Net income (loss) per share available to common stockholders Basic $ - $ (0.06 ) $ 0.24 $ (0.04 ) Diluted $ - $ (0.06 ) $ 0.24 $ (0.04 ) The Company’s Board of Directors and stockholders approved the 2015 Long-Term Incentive Plan, which includes the authority to issue up to 2.5 million shares of Lindblad common stock. As of June 30, 2018, approximately 1.5 million shares were available for future grants under the plan. As of June 30, 2018 and 2017, options to purchase an aggregate of 220,000 and 2,035,036 shares of the Company’s common stock, respectively, with a weighted average exercise price of $9.63 and $2.61 per share, respectively, were outstanding. These options were anti-dilutive for the three and six months ended June 20, 2017, as the Company incurred a loss, and were not included in the calculation of diluted weighted average shares outstanding for those periods. As of June 30, 2018 and 2017, 10,088,074 and 10,673,015 warrants, respectively, expiring July 8, 2020 were outstanding to purchase common stock at a price of $11.50 per share. These warrants were anti-dilutive for the three months ended June 30, 2017 and the six months ended June 30, 2018 and 2017 and were not included in the calculation of diluted weighted average shares outstanding for those periods. Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of six months or less, as well as deposits in financial institutions, to be cash and cash equivalents. Concentration of Credit Risk The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. As of June 30, 2018 and December 31, 2017, the Company’s cash held in financial institutions outside of the U.S. amounted to $6.5 million and $4.1 million, respectively. Restricted Cash and Marketable Securities Restricted cash and marketable securities consist of the following: As of June 30, As of December 31, (In thousands) 2018 2017 (unaudited) Federal Maritime Commission escrow $ 19,818 $ 4,186 Credit card processor reserves 1,530 1,530 Certificates of deposit and other restricted securities 1,455 1,341 Total restricted cash and marketable securities $ 22,803 $ 7,057 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow the required amounts. At June 30, 2018 and December 31, 2017, a cash reserve of approximately $1.5 million is required for credit card deposits by third-party credit card processors. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value. Marine Operating Supplies and Inventories Marine operating supplies consist primarily of fuel, provisions, spare parts, items required for maintenance and supplies used in the operation of marine expeditions. Marine operating supplies are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Prepaid Expenses and Other Current Assets The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided, or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following: As of As of June 30, December 31, (In thousands) 2018 2017 (unaudited) Prepaid tour expenses $ 14,636 $ 9,846 Prepaid air expense 3,662 3,621 Prepaid marketing, commissions and other expenses 2,052 2,495 Prepaid client insurance 2,334 2,525 Prepaid corporate insurance 2,047 1,033 Prepaid port agent fees 1,440 1,022 Prepaid income taxes 620 809 Total prepaid expenses $ 26,791 $ 21,351 Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization were computed using the straight-line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15-25 Furniture and equipment 5 Computer hardware and software 5 Leasehold improvements, including port facilities Shorter of lease term or related asset life Vessel improvement costs that add value to the Company’s vessels are capitalized and depreciated over the shorter of the improvements or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. Internationally flagged ships have scheduled dockings approximately every 12 months, for a period of up to three to six weeks. Goodwill In accordance with Accounting Standards Codification (“ASC”) 360, the Company tests for impairment annually as of September 30, or more frequently if warranted. As of June 30, 2018 there was no indication of impairment. The Company completed the annual impairment test as of September 30, 2017 with no indication of goodwill impairment. Intangibles, net Intangibles, net include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Based on the Company’s analysis, amortization of the tradenames and customer lists were computed using the estimated useful lives of 15 and 5 years, respectively. The Company operates two vessels year-round in the Galápagos National Park in Ecuador: the National Geographic Endeavour II National Geographic Islander In June 2015, a new Ecuadorian Special Law for Protected Areas was approved and updated in November 2015. A Presidential Decree issued by President Correa of Ecuador in November 2015 established that cupos, which were in effect since July 2015, will have a validity of nine years. The Company’s operating rights are up for renewal in July 2024. The current “owners” of the cupos will have the opportunity to re-apply for them, but any other enterprise or individual will have the opportunity to bid for the cupos. All bidders must present proof that they fulfill the conditions to properly utilize the license (access to a vessel, experience in tourism, proven environmental behavior, marketing, etc.). While the Company believes that, based on the expected criteria to retain cupos and its past operating history in the Galápagos, there is a strong possibility that the Company will retain its cupos, from an accounting perspective, it will assume they retain no value after July 2024. Once the renewal process has begun and if it can be determined that the Company will be successful in its bid, then the Company will adjust its amortization prospectively. Operating rights are amortized over their remaining government mandated lives. Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangibles will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of June 30, 2018 and December 31, 2017, there was no triggering event and the Company did not record an impairment for intangible assets. Long-Lived Assets The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its vessels. As of June 30, 2018 and December 31, 2017, there was no triggering event and the Company did not record an impairment of its long-lived assets. Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: As of June 30, As of December 31, (In thousands) 2018 2017 (unaudited) Accrued other expense $ 7,676 $ 7,001 New build liability 4,022 2,730 Accounts payable 4,017 7,791 Bonus compensation liability 2,580 3,736 Employee liability 2,356 2,644 Refunds and commissions payable 1,269 1,805 Royalty payable 1,587 1,673 Travel certificate liability 1,150 1,120 Accrued travel insurance expense 427 432 Income tax liabilities 863 1,490 Total accounts payable and accrued expenses $ 25,947 $ 30,422 Fair Value Measurements and Disclosure Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at measurement date. Level 2 Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies. Level 3 Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available and includes situations where there is little market activity for the investment. The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of June 30, 2018. As of June 30, 2018 and December 31, 2017, the Company had no other significant liabilities that were measured at fair value on a recurring basis. The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Derivative Instruments and Hedging Activities By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to the Company, which creates credit risk for the Company. The Company continues to monitor counterparty credit risk as part of its ongoing hedge assessments. The Company records derivatives on a gross basis in other long-term assets and other liabilities in the condensed consolidated balance sheets at fair value. The accounting for changes in value of the derivative depends on whether or not the transaction has been designated and qualifies for hedge accounting. Derivatives that are not designated as hedges are reported and measured at fair value through earnings. The Company applies hedge accounting to its interest rate derivatives entered into for risk management purposes. To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged. In addition, key aspects of achieving hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting changes in the cash flows of the hedged item for the risk being hedged. The effective portion of changes in the fair value of derivatives designated in a hedge relationship and that qualify as cash flow hedges is recorded in accumulated other comprehensive income, net of tax, and is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company is exposed to market risks attributable to changes in interest rates on its term loan facility and seeks to hedge the risk of variability in cash flows associated with the changes in US$-LIBOR-Intercontinental Exchange associated with interest payments on its variable rate debt (“Amended Credit Agreement”). During the second quarter 2018, the Company entered into interest rate cap agreements to hedge its exposure to interest rate movements and to manage its interest expense related to the Term Facility under its Amended Credit Facility and designated these interest rate caps as a cash flow hedge. The Company receives payments on the cap for any period that the one-month USD LIBOR rate increase beyond the strike rate. The termination date of the cap agreement is May 31, 2023. The detailed terms of the interest rate caps and the portion of the corporate Term Facility that it hedges are as follows: Interest Rate Caps Corporate Debt Trade date and borrowing date May 29, 2018 March 27, 2018 Effective date September 27, 2018 Not applicable Termination date May 31, 2023 March 27, 2025 Notional amount $ 100,000,000 $ 100,000,000 Fixed interest rate (plus spread) 2.50% until November 30, 2018 Not applicable 2.75% December 1, 2018 until April 30, 2019 3.00% May 1, 2019 until maturity Variable interest rate 1 month LIBOR 1 month LIBOR + 3.50% Settlement Monthly on last day of each month Monthly on last day of each month Interest payment dates Monthly on last day of each month Quarterly Reset dates Last day of each month Last day of each month The notional amount of outstanding debt associated with the interest rate cap agreements was $100.0 million as of June 30, 2018, with a fair value of $1.5 million recorded within other long-term assets. Changes in the fair value of this interest rate cap are recorded in accumulated other comprehensive income, pursuant to the guidelines of cash flow hedge accounting as outlined in ASC 815 and ASU 2017-12. During the three and six months ended June 30, 2018, the Company recognized $0.1 million, respectively, of gains in accumulated other comprehensive income related to the change in fair value. The Company does not expect any gains currently recorded in accumulated other comprehensive income to be recognized in earnings over the next 12 months. The cost of the interest rate cap will be amortized to interest expense over its life, from the effective date through termination date. The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) were as follows: Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2018 2017 2018 2017 Beginning balance: $ - $ - $ - $ - Net change in period 73 - 73 - Accumulated Other Comprehensive Income (Loss) $ 73 $ - $ 73 $ - The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. No amount of the hedge was considered to be ineffective and included in net income for the quarter ended June 30, 2018. The Company will continue to assess the effectiveness of the hedge on an ongoing basis. 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, 2018, and December 31, 2017, the Company had a liability for unrecognized tax benefits of $0.4 million, which was included in other long-term liabilities. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the three and six months ended June 30, 2018 and 2017, interest and penalties related to uncertain tax positions included in income tax expense are not significant. The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year and three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and four prior years remain subject to examination by tax authorities. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), codified as Accounting Standards Update (“ASU”) 2018-05, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 is effective for reporting periods that include December 22, 2017. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in its financial statements as of December 31, 2017, resulting in additional tax expense of $12.7 million in that period. As the Company collects and prepares the necessary data, and interprets the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, it may make adjustments to the provisional amounts. Those adjustments may materially impact the Company’s provision for income taxes and effective tax rate in the period in which the adjustments are made. To date, management has not made any adjustments to the provisional amounts for the remeasurement of deferred tax assets/liabilities and the deemed repatriation of certain foreign subsidiary earnings. The accounting for the tax effects of the Tax Act will be completed in 2018. Stock-Based Compensation The Company accounts for equity instruments issued to employees, non-employee directors or other service providers in accordance with accounting guidance that requires that awards are recorded at their fair value on the date of grant and are amortized over the service period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the equity instrument issued. Segment Reporting The Company is primarily a specialty cruise operator with operations in two segments, Lindblad and Natural Habitat. The Company evaluates the performance of our business based largely on the results of our operating segments. The chief operating decision maker, or CODM, and management review operating results monthly, and base operating decisions on the total results at a consolidated level, as well as at a segment level. The reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both segments. Management performance and related compensation is primarily based on total results. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases Accounting Pronouncements Recently Adopted In 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers In January 2017, the FASB issued ASU No. 2017-04, Intangibles and Othe Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-01, Business Combinations Clarifying the Definition of a Business In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | NOTE 3 – LONG-TERM DEBT As of June 30, As of December 31, (unaudited) (In thousands) Principal Discount and Deferred Financing Costs, net Balance Principal Discount and Deferred Financing Costs, net Balance Note payable $ 2,525 $ - $ 2,525 $ 2,525 $ - $ 2,525 Credit Facility 200,000 (12,296 ) 187,704 170,625 (7,214 ) 163,411 Total long-term debt 202,525 (12,296 ) 190,229 173,150 (7,214 ) 165,936 Less current portion (2,000 ) - (2,000 ) (1,750 ) - (1,750 ) Total long-term debt, non-current $ 200,525 $ (12,296 ) $ 188,229 $ 171,400 $ (7,214 ) $ 164,186 Credit Facility On March 27, 2018, the Company entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”) providing for a refinancing and amendment of the terms of the Company’s prior secured credit facility, dated as of March 7, 2016 (the “Superseded Agreement”). The Amended Credit Agreement provides for a $200.0 million senior secured first lien term loan facility (the “Term Facility”), which represents an increase of $25.0 million from the senior secured first lien term loan facility under the Superseded Agreement. The Term Facility matures March 27, 2025. Consistent with the Superseded Agreement, the Amended Credit Agreement also provides for a $45.0 million senior secured incremental revolving credit facility (the “Revolving Facility”), which includes a $5.0 million letter of credit sub-facility. The Company’s obligations under the Amended Credit Agreement remain secured by substantially all of the assets of the Company. In connection with the Amended Credit Agreement, the Company capitalized $4.2 million related to lender and third-party fees. In addition, the entry into the Amended Credit Agreement was considered a debt modification with a partial extinguishment, as a result the Company expensed $1.0 million of related costs during the six months ended June 30, 2018, which is included in general and administrative expenses on the accompanying condensed consolidated statements of operations. Borrowings under the Term Facility bear interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of 3.50%, which steps down to 3.25% if the Company’s debt rating from Moody’s and S&P are both B1 (stable) or better and BB (negative) or better, respectively. The interest rate at June 30, 2018 is 6.00%. Borrowings under the Revolving Facility will bear interest at an adjusted ICE Benchmark administration LIBOR plus a spread of 3.00%, or, at the option of the Company, an alternative base rate plus a spread of 2.00%. The Company is also required to pay a 0.5% annual commitment fee on undrawn amounts under the Revolving Facility, which matures on March 27, 2023. The Amended Credit Agreement (i) requires the Company to satisfy certain financial covenants as set forth in the Amended Credit Agreement; (ii) limits the amount of indebtedness the Company may incur; (iii) limits the amount the Company may spend in connection with certain types of investments; (iv) requires the delivery of certain periodic financial statements and an operating budget and (v) requires the mortgaged vessels and related inventory to be maintained in good working condition. As of June 30, 2018, the Company was in compliance with the covenants. Borrowings under the Revolving Facility may be used for general corporate and working capital purposes and related fees and expenses. As of June 30, 2018, the Company had no borrowings under the Revolving Facility. For the three months ended June 30, 2018 and 2017, deferred financing costs charged to interest expense was $0.4 million and $0.6 million, respectively. For the six months ended June 30, 2018 and 2017, deferred financing costs charged to interest expense was $1.0 million and $1.1 million, respectively. Senior Secured Credit Agreement On January 8, 2018, the Company and its indirect, wholly-owned subsidiary (the “Borrower”) entered into a senior secured credit agreement (the “Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (together with Citi, the “Lenders”). Pursuant to the Export Credit Agreement, the Lenders have agreed to make available to the Borrower, at the Borrower’s option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $107.7 million for the purpose of providing financing for up to 80% of the purchase price of the Company’s new ice class vessel, the National Geographic Endurance, At the Borrower’s election, the loan will bear interest either at a fixed interest rate effectively equal to 5.78% or a floating interest rate equal to three-month LIBOR plus a margin of 3.00% per annum. The loan will amortize quarterly based on a twelve-year profile, with 70% maturing over twelve years from drawdown, and 30% maturing over five years from drawdown. The Company is also required to pay an annual commitment fee of 1.3% until drawdown of the Export Credit Agreement. The loan will be secured by a first priority mortgage over the new vessel and the assignment of related insurances. The Export Credit Agreement also contains customary events of default and mandatory prepayment events for, among other things, non-payment, breach of covenants, default on certain other indebtedness, certain large judgments and a change of control of the Company or the Borrower. In addition to paying interest on any outstanding loans under the facility, the Borrower is required to pay customary coordination, arrangement, agency, collateral and commitment fees. Amounts drawn under the Export Credit Agreement may be voluntarily prepaid at any time subject to customary breakage costs. All obligations of the Borrower under the Export Credit Agreement are guaranteed by the Company. As of June 30, 2018, the Company was in compliance with the covenants. Note Payable On May 4, 2016, in connection with the Natural Habitat acquisition, Natural Habitat issued an unsecured promissory note to Benjamin L. Bressler, the founder of Natural Habitat, with an outstanding principal amount of $2.5 million due at maturity on December 31, 2020. The promissory note accrues interest at a rate of 1.44% annually, with interest payable every six months. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2018 | |
Employee Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 4 – EMPLOYEE BENEFIT PLAN The Company has a 401(k) profit sharing plan and trust for its employees. The Company matches 30% of employee contributions up to annual maximum of $2,100 as of June 30, 2018 and 2017. For the three months ended June 30, 2018 and 2017, the Company’s benefit plan contribution was $0.1 million and $0.1 million, respectively. For the six months ended June 30, 2018 and 2017, the Company’s benefit plan contribution was $0.2 million and $0.2 million, respectively. The benefit plan contribution is included in general and administrative expenses on the accompanying condensed consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Capital Stock The Company has 1,000,000 shares of preferred stock authorized, $0.0001 par value and 200,000,000 shares of common stock authorized, $0.0001 par value. Stock and Warrant Repurchase Plan The Company’s Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in November 2015 and increased the repurchase plan to $35.0 million in November 2016. The Repurchase Plan authorizes the Company to purchase from time to time the Company’s outstanding common stock and warrants. Any shares and warrants purchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors. These repurchases exclude shares repurchased to settle statutory employee tax withholding related to the exercise of stock options and vesting of stock awards. All repurchases were made using cash resources. During the six months ended June 30, 2018 the Company repurchased 9,030 shares of common stock for $0.1 million and 568,446 warrants for $0.8 million. The Company has cumulatively repurchased 864,806 shares of common stock for $8.1 million and 6,011,926 warrants for $14.7 million, since plan inception. The balance as of June 30, 2018 for the Repurchase Plan was $12.1 million. 2018 Long-Term Incentive Compensation In March 2017, the Company’s compensation committee approved awards of restricted stock units (“RSUs”) and performance share units (“PSUs”) to key employees under the Company’s 2015 Long-Term Incentive Plan. During the six months ended June 30, 2018, the Company granted 162,850 RSUs with a weighted average grant price of $10.46. The RSUs will vest in equal installments on each of the first three anniversaries of the grant date, subject to the recipient’s continued employment or service with the Company or its 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. During the six months ended June 30, 2018, the Company awarded 88,851 of targeted PSUs with a weighted average grant price of $10.27. The number of shares were determined based upon the closing price of our common stock on the date of the award. Stock Options During the six months ended June 30, 2018, 955,424 stock options, net were exercised at a weighted average exercise price of $1.76 per share in cashless transactions, resulting in the issuance of 442,820 shares of common stock. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Fleet Expansion On December 2, 2015, the Company entered into two separate Vessel Construction Agreements, (collectively, the “Agreements”) with Ice Floe, LLC, a Washington limited liability company doing business as Nichols Brothers Boat Builders (the “Builder”). The Agreements provide for the Builder to construct two 236-foot 100-passenger cruise vessels. The first vessel, the National Geographic Quest National Geographic Venture National Geographic Venture In November 2017, the Company entered into an agreement with Ulstein Verft to construct a polar ice class vessel, the National Geographic Endurance, Royalty Agreement – National Geographic The Company is engaged in an alliance and license agreement with National Geographic, which allows the Company to use the National Geographic name and logo. In return for these rights, the Company is charged a royalty fee. The royalty fee is included within selling and marketing expense on the accompanying condensed consolidated statements of operations. The amount is calculated based upon a percentage of certain ticket revenues less travel agent commission, including the revenues received from cancellation fees and any revenues received from the sale of voyage extensions. A voyage extension occurs when a guest extends his or her trip with pre- or post-voyage hotel nights and is included within tour revenues on the accompanying condensed consolidated statements of operations. The royalty expense is recognized at the time of revenue recognition. See Note 2 – Summary of Significant Accounting Policies for a description of the Company’s revenue recognition policy. Royalty expense for the three and six months ended June 30, 2018 totaled $1.5 million and $3.1 million, respectively, and for the three and six months ended June 30, 2017 totaled $1.1 million and $2.3 million, respectively. The balances outstanding to National Geographic as of June 30, 2018 and December 31, 2017 are $1.6 million and $1.7 million, respectively, and are included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. Royalty Agreement – World Wildlife Fund Natural Habitat has a license agreement with World Wildlife Fund, which allows it to use the WWF name and logo. In return for these rights, Natural Habitat is charged a royalty fee and a fee based on annual gross sales. The fees are included within selling and marketing expense on the accompanying condensed consolidated statements of operations. The annual royalty payment and gross sales fees are paid on a quarterly basis. For the three months ended June 30, 2018 and 2017, these fees totaled $0.1 million and $0.1 million, respectively. For the six months ended June 30, 2018 and 2017, these fees totaled $0.3 million and $0.2 million, respectively. Charter Commitments From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions. Future minimum payments on its charter agreements as of June 30, 2018 are as follows: For the years ended December 31, Amount (In thousands) (unaudited) 2018 (six months) $ 2,976 2019 7,043 2020 3,251 Total $ 13,270 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 7 – SEGMENT INFORMATION The Company evaluates the performance of its business segments based largely on tour revenues and operating income, and results of the segments without allocating other income and expenses, net, income taxes and interest expense, net. For the three and six months ended June 30, 2018 and 2017 operating results were as follows: For the three months ended June 30, For the six months ended June 30, (In thousands) 2018 2017 Change % 2018 2017 Change % Tour revenues: Lindblad $ 59,556 $ 47,238 $ 12,318 26 % $ 130,009 $ 100,440 $ 29,569 29 % Natural Habitat 9,917 8,333 1,584 19 % 21,874 18,259 3,615 20 % Total tour revenues $ 69,473 $ 55,571 $ 13,902 25 % $ 151,883 $ 118,699 $ 33,184 28 % Operating income (loss): Lindblad $ 5,107 $ (948 ) $ 6,055 NM $ 18,547 $ 316 $ 18,231 NM Natural Habitat (900 ) (705 ) (195 ) (28 )% 32 (605 ) 637 NM Total operating income $ 4,207 $ (1,653 ) $ 5,860 NM $ 18,579 $ (289 ) $ 18,868 NM Depreciation, amortization are included in segment operating income (loss) as shown below: For the three months ended June 30, For the six months ended June 30, (In thousands) 2018 2017 Change % 2018 2017 Change % Depreciation and amortization: Lindblad $ 4,626 $ 3,555 $ 1,071 30 % $ 9,309 $ 6,995 $ 2,314 33 % Natural Habitat 368 340 28 8 % 729 663 66 10 % Total depreciation and amortization $ 4,994 $ 3,895 $ 1,099 28 % $ 10,038 $ 7,658 $ 2,380 31 % The following table presents our total assets, intangibles, net and goodwill by segment: As of June 30, As of December 31, (In thousands) 2018 2017 (unaudited) Total Assets: Lindblad $ 393,323 $ 371,081 Natural Habitat 68,439 53,267 Total assets $ 461,762 $ 424,348 Intangibles, net: Lindblad $ 4,413 $ 4,776 Natural Habitat 4,351 4,778 Total intangibles, net $ 8,764 $ 9,554 Goodwill Lindblad $ - $ - Natural Habitat 22,105 22,105 Total goodwill $ 22,105 $ 22,105 For the three months ended June 30, 2018 and 2017 there were $0.4 million and $0.3 million in intercompany tour revenues between the Lindblad and Natural Habitat segments eliminated in consolidation, respectively. For the six months ended June 30, 2018 and 2017 there were $1.4 million and $0.5 million in intercompany tour revenues between the Lindblad and Natural Habitat segments eliminated in consolidation, respectively. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2017 contained in the Annual Report on Form 10-K filed with the SEC on March 2, 2018. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation, with no impact on consolidated net income or cash flows. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets, liabilities, revenues and expenses. Actual results could differ from such estimates. Management estimates include determining the estimated lives of long-lived assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the fair value of the Company’s common stock and related warrants, the valuation of securities underlying stock-based compensation, income tax expense, the valuation of deferred tax assets and liabilities, the fair value of derivative instruments, the value of contingent consideration and assessing its litigation, other legal claims and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial statements in the period that they are determined to be necessary. |
Revenue Recognition | Revenue Recognition Revenues are measured based on consideration specified in the Company’s contracts with guests and are recognized as the related performance obligations are satisfied. The majority of the Company’s revenues are derived from guest ticket contracts which are reported as tour revenues in the condensed consolidated statements of operations. The Company’s primary performance obligation under these contracts is to provide an expedition and may include pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Upon satisfaction of these performance obligations, the Company recognizes revenue over the duration of each expedition. Tour revenues also include revenues from the sale of goods and services onboard our ships, cancellation fees and trip insurance. Revenues from the sale of goods and services rendered onboard are recognized upon purchase. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. The Company records a liability for estimated trip insurance claims based on the Company’s claims history. Proceeds received from trip insurance premiums in excess of this liability are recorded as revenue in the period in which they are received. |
Customer Deposits and Contract Liabilities | Customer Deposits and Contract Liabilities The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Guest deposits represent unearned revenues and are reported as unearned passenger revenues in the condensed consolidated balance sheet when received and are subsequently recognized as tour revenue over the duration of the expedition. Accounting Standards Codification, Revenue from Contracts with Customers |
Earnings per Common Share | Earnings per Common Share Earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards, shares issuable upon the exercise of stock options and warrants, using the treasury stock method. For the three and six months ended June 30, 2018 and 2017, the Company calculated earnings per share as follows: For the three months ended June 30, For the six months ended June 30, (In thousands, except share and per share data) 2018 2017 2018 2017 Net income (loss) available to common stockholders $ 134 $ (2,533 ) $ 10,932 $ (1,936 ) Weighted average shares outstanding: Total weighted average shares outstanding, basic 45,894,155 44,428,947 45,322,541 44,567,588 Dilutive potential common shares 548,456 - 272,439 - Total weighted average shares outstanding, diluted 46,442,611 44,428,947 45,594 44,567,588 Net income (loss) per share available to common stockholders Basic $ - $ (0.06 ) $ 0.24 $ (0.04 ) Diluted $ - $ (0.06 ) $ 0.24 $ (0.04 ) The Company’s Board of Directors and stockholders approved the 2015 Long-Term Incentive Plan, which includes the authority to issue up to 2.5 million shares of Lindblad common stock. As of June 30, 2018, approximately 1.5 million shares were available for future grants under the plan. As of June 30, 2018 and 2017, options to purchase an aggregate of 220,000 and 2,035,036 shares of the Company’s common stock, respectively, with a weighted average exercise price of $9.63 and $2.61 per share, respectively, were outstanding. These options were anti-dilutive for the three and six months ended June 20, 2017, as the Company incurred a loss, and were not included in the calculation of diluted weighted average shares outstanding for those periods. As of June 30, 2018 and 2017, 10,088,074 and 10,673,015 warrants, respectively, expiring July 8, 2020 were outstanding to purchase common stock at a price of $11.50 per share. These warrants were anti-dilutive for the three months ended June 30, 2017 and the six months ended June 30, 2018 and 2017 and were not included in the calculation of diluted weighted average shares outstanding for those periods. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of six months or less, as well as deposits in financial institutions, to be cash and cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. As of June 30, 2018 and December 31, 2017, the Company’s cash held in financial institutions outside of the U.S. amounted to $6.5 million and $4.1 million, respectively. |
Restricted Cash and Marketable Securities | Restricted Cash and Marketable Securities Restricted cash and marketable securities consist of the following: As of June 30, As of December 31, (In thousands) 2018 2017 (unaudited) Federal Maritime Commission escrow $ 19,818 $ 4,186 Credit card processor reserves 1,530 1,530 Certificates of deposit and other restricted securities 1,455 1,341 Total restricted cash and marketable securities $ 22,803 $ 7,057 The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned. The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow the required amounts. At June 30, 2018 and December 31, 2017, a cash reserve of approximately $1.5 million is required for credit card deposits by third-party credit card processors. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value. |
Marine Operating Supplies and Inventories | Marine Operating Supplies and Inventories Marine operating supplies consist primarily of fuel, provisions, spare parts, items required for maintenance and supplies used in the operation of marine expeditions. Marine operating supplies are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided, or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following: As of As of June 30, December 31, (In thousands) 2018 2017 (unaudited) Prepaid tour expenses $ 14,636 $ 9,846 Prepaid air expense 3,662 3,621 Prepaid marketing, commissions and other expenses 2,052 2,495 Prepaid client insurance 2,334 2,525 Prepaid corporate insurance 2,047 1,033 Prepaid port agent fees 1,440 1,022 Prepaid income taxes 620 809 Total prepaid expenses $ 26,791 $ 21,351 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization were computed using the straight-line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15-25 Furniture and equipment 5 Computer hardware and software 5 Leasehold improvements, including port facilities Shorter of lease term or related asset life Vessel improvement costs that add value to the Company’s vessels are capitalized and depreciated over the shorter of the improvements or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. Internationally flagged ships have scheduled dockings approximately every 12 months, for a period of up to three to six weeks. |
Goodwill | Goodwill In accordance with Accounting Standards Codification (“ASC”) 360, the Company tests for impairment annually as of September 30, or more frequently if warranted. As of June 30, 2018 there was no indication of impairment. The Company completed the annual impairment test as of September 30, 2017 with no indication of goodwill impairment. |
Intangibles, net | Intangibles, net Intangibles, net include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Based on the Company’s analysis, amortization of the tradenames and customer lists were computed using the estimated useful lives of 15 and 5 years, respectively. The Company operates two vessels year-round in the Galápagos National Park in Ecuador: the National Geographic Endeavour II National Geographic Islander In June 2015, a new Ecuadorian Special Law for Protected Areas was approved and updated in November 2015. A Presidential Decree issued by President Correa of Ecuador in November 2015 established that cupos, which were in effect since July 2015, will have a validity of nine years. The Company’s operating rights are up for renewal in July 2024. The current “owners” of the cupos will have the opportunity to re-apply for them, but any other enterprise or individual will have the opportunity to bid for the cupos. All bidders must present proof that they fulfill the conditions to properly utilize the license (access to a vessel, experience in tourism, proven environmental behavior, marketing, etc.). While the Company believes that, based on the expected criteria to retain cupos and its past operating history in the Galápagos, there is a strong possibility that the Company will retain its cupos, from an accounting perspective, it will assume they retain no value after July 2024. Once the renewal process has begun and if it can be determined that the Company will be successful in its bid, then the Company will adjust its amortization prospectively. Operating rights are amortized over their remaining government mandated lives. Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangibles will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of June 30, 2018 and December 31, 2017, there was no triggering event and the Company did not record an impairment for intangible assets. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its vessels. As of June 30, 2018 and December 31, 2017, there was no triggering event and the Company did not record an impairment of its long-lived assets. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: As of June 30, As of December 31, (In thousands) 2018 2017 (unaudited) Accrued other expense $ 7,676 $ 7,001 New build liability 4,022 2,730 Accounts payable 4,017 7,791 Bonus compensation liability 2,580 3,736 Employee liability 2,356 2,644 Refunds and commissions payable 1,269 1,805 Royalty payable 1,587 1,673 Travel certificate liability 1,150 1,120 Accrued travel insurance expense 427 432 Income tax liabilities 863 1,490 Total accounts payable and accrued expenses $ 25,947 $ 30,422 |
Fair Value Measurements and Disclosure | Fair Value Measurements and Disclosure Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at measurement date. Level 2 Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies. Level 3 Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available and includes situations where there is little market activity for the investment. The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of June 30, 2018. As of June 30, 2018 and December 31, 2017, the Company had no other significant liabilities that were measured at fair value on a recurring basis. The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to the Company, which creates credit risk for the Company. The Company continues to monitor counterparty credit risk as part of its ongoing hedge assessments. The Company records derivatives on a gross basis in other long-term assets and other liabilities in the condensed consolidated balance sheets at fair value. The accounting for changes in value of the derivative depends on whether or not the transaction has been designated and qualifies for hedge accounting. Derivatives that are not designated as hedges are reported and measured at fair value through earnings. The Company applies hedge accounting to its interest rate derivatives entered into for risk management purposes. To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged. In addition, key aspects of achieving hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting changes in the cash flows of the hedged item for the risk being hedged. The effective portion of changes in the fair value of derivatives designated in a hedge relationship and that qualify as cash flow hedges is recorded in accumulated other comprehensive income, net of tax, and is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company is exposed to market risks attributable to changes in interest rates on its term loan facility and seeks to hedge the risk of variability in cash flows associated with the changes in US$-LIBOR-Intercontinental Exchange associated with interest payments on its variable rate debt (“Amended Credit Agreement”). During the second quarter 2018, the Company entered into interest rate cap agreements to hedge its exposure to interest rate movements and to manage its interest expense related to the Term Facility under its Amended Credit Facility and designated these interest rate caps as a cash flow hedge. The Company receives payments on the cap for any period that the one-month USD LIBOR rate increase beyond the strike rate. The termination date of the cap agreement is May 31, 2023. The detailed terms of the interest rate caps and the portion of the corporate Term Facility that it hedges are as follows: Interest Rate Caps Corporate Debt Trade date and borrowing date May 29, 2018 March 27, 2018 Effective date September 27, 2018 Not applicable Termination date May 31, 2023 March 27, 2025 Notional amount $ 100,000,000 $ 100,000,000 Fixed interest rate (plus spread) 2.50% until November 30, 2018 Not applicable 2.75% December 1, 2018 until April 30, 2019 3.00% May 1, 2019 until maturity Variable interest rate 1 month LIBOR 1 month LIBOR + 3.50% Settlement Monthly on last day of each month Monthly on last day of each month Interest payment dates Monthly on last day of each month Quarterly Reset dates Last day of each month Last day of each month The notional amount of outstanding debt associated with the interest rate cap agreements was $100.0 million as of June 30, 2018, with a fair value of $1.5 million recorded within other long-term assets. Changes in the fair value of this interest rate cap are recorded in accumulated other comprehensive income, pursuant to the guidelines of cash flow hedge accounting as outlined in ASC 815 and ASU 2017-12. During the three and six months ended June 30, 2018, the Company recognized $0.1 million, respectively, of gains in accumulated other comprehensive income related to the change in fair value. The Company does not expect any gains currently recorded in accumulated other comprehensive income to be recognized in earnings over the next 12 months. The cost of the interest rate cap will be amortized to interest expense over its life, from the effective date through termination date. The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) were as follows: Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2018 2017 2018 2017 Beginning balance: $ - $ - $ - $ - Net change in period 73 - 73 - Accumulated Other Comprehensive Income (Loss) $ 73 $ - $ 73 $ - The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. No amount of the hedge was considered to be ineffective and included in net income for the quarter ended June 30, 2018. The Company will continue to assess the effectiveness of the hedge on an ongoing basis. |
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, 2018, and December 31, 2017, the Company had a liability for unrecognized tax benefits of $0.4 million, which was included in other long-term liabilities. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the three and six months ended June 30, 2018 and 2017, interest and penalties related to uncertain tax positions included in income tax expense are not significant. The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year and three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and four prior years remain subject to examination by tax authorities. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), codified as Accounting Standards Update (“ASU”) 2018-05, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 is effective for reporting periods that include December 22, 2017. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in its financial statements as of December 31, 2017, resulting in additional tax expense of $12.7 million in that period. As the Company collects and prepares the necessary data, and interprets the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, it may make adjustments to the provisional amounts. Those adjustments may materially impact the Company’s provision for income taxes and effective tax rate in the period in which the adjustments are made. To date, management has not made any adjustments to the provisional amounts for the remeasurement of deferred tax assets/liabilities and the deemed repatriation of certain foreign subsidiary earnings. The accounting for the tax effects of the Tax Act will be completed in 2018. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees, non-employee directors or other service providers in accordance with accounting guidance that requires that awards are recorded at their fair value on the date of grant and are amortized over the service period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the equity instrument issued. |
Segment Reporting | Segment Reporting The Company is primarily a specialty cruise operator with operations in two segments, Lindblad and Natural Habitat. The Company evaluates the performance of our business based largely on the results of our operating segments. The chief operating decision maker, or CODM, and management review operating results monthly, and base operating decisions on the total results at a consolidated level, as well as at a segment level. The reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both segments. Management performance and related compensation is primarily based on total results. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases Accounting Pronouncements Recently Adopted In 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers In January 2017, the FASB issued ASU No. 2017-04, Intangibles and Othe Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-01, Business Combinations Clarifying the Definition of a Business In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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) 2018 2017 2018 2017 Net income (loss) available to common stockholders $ 134 $ (2,533 ) $ 10,932 $ (1,936 ) Weighted average shares outstanding: Total weighted average shares outstanding, basic 45,894,155 44,428,947 45,322,541 44,567,588 Dilutive potential common shares 548,456 - 272,439 - Total weighted average shares outstanding, diluted 46,442,611 44,428,947 45,594 44,567,588 Net income (loss) per share available to common stockholders Basic $ - $ (0.06 ) $ 0.24 $ (0.04 ) Diluted $ - $ (0.06 ) $ 0.24 $ (0.04 ) |
Schedule of restricted cash and marketable securities | As of June 30, As of December 31, (In thousands) 2018 2017 (unaudited) Federal Maritime Commission escrow $ 19,818 $ 4,186 Credit card processor reserves 1,530 1,530 Certificates of deposit and other restricted securities 1,455 1,341 Total restricted cash and marketable securities $ 22,803 $ 7,057 |
Summary of prepaid expenses and other current assets | As of As of June 30, December 31, (In thousands) 2018 2017 (unaudited) Prepaid tour expenses $ 14,636 $ 9,846 Prepaid air expense 3,662 3,621 Prepaid marketing, commissions and other expenses 2,052 2,495 Prepaid client insurance 2,334 2,525 Prepaid corporate insurance 2,047 1,033 Prepaid port agent fees 1,440 1,022 Prepaid income taxes 620 809 Total prepaid expenses $ 26,791 $ 21,351 |
Schedule of straight line method over the estimated useful lives of the assets | Years Vessels and vessel improvements 15-25 Furniture and equipment 5 Computer hardware and software 5 Leasehold improvements, including port facilities Shorter of lease term or related asset life |
Summary of accounts payable and accrued expenses | As of June 30, As of December 31, (In thousands) 2018 2017 (unaudited) Accrued other expense $ 7,676 $ 7,001 New build liability 4,022 2,730 Accounts payable 4,017 7,791 Bonus compensation liability 2,580 3,736 Employee liability 2,356 2,644 Refunds and commissions payable 1,269 1,805 Royalty payable 1,587 1,673 Travel certificate liability 1,150 1,120 Accrued travel insurance expense 427 432 Income tax liabilities 863 1,490 Total accounts payable and accrued expenses $ 25,947 $ 30,422 |
Schedule of interest rate caps and portion of term facility | Interest Rate Caps Corporate Debt Trade date and borrowing date May 29, 2018 March 27, 2018 Effective date September 27, 2018 Not applicable Termination date May 31, 2023 March 27, 2025 Notional amount $ 100,000,000 $ 100,000,000 Fixed interest rate (plus spread) 2.50% until November 30, 2018 Not applicable 2.75% December 1, 2018 until April 30, 2019 3.00% May 1, 2019 until maturity Variable interest rate 1 month LIBOR 1 month LIBOR + 3.50% Settlement Monthly on last day of each month Monthly on last day of each month Interest payment dates Monthly on last day of each month Quarterly Reset dates Last day of each month Last day of each month |
Schedule of cash flow hedge accounting on accumulated other comprehensive income (loss) | Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2018 2017 2018 2017 Beginning balance: $ - $ - $ - $ - Net change in period 73 - 73 - Accumulated Other Comprehensive Income (Loss) $ 73 $ - $ 73 $ - |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt instruments | As of June 30, As of December 31, (unaudited) (In thousands) Principal Discount and Deferred Financing Costs, net Balance Principal Discount and Deferred Financing Costs, net Balance Note payable $ 2,525 $ - $ 2,525 $ 2,525 $ - $ 2,525 Credit Facility 200,000 (12,296 ) 187,704 170,625 (7,214 ) 163,411 Total long-term debt 202,525 (12,296 ) 190,229 173,150 (7,214 ) 165,936 Less current portion (2,000 ) - (2,000 ) (1,750 ) - (1,750 ) Total long-term debt, non-current $ 200,525 $ (12,296 ) $ 188,229 $ 171,400 $ (7,214 ) $ 164,186 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum principal payments | For the years ended December 31, Amount (In thousands) (unaudited) 2018 (six months) $ 2,976 2019 7,043 2020 3,251 Total $ 13,270 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Information [Abstract] | |
Summary of operating results for the business segments | For the three months ended June 30, For the six months ended June 30, (In thousands) 2018 2017 Change % 2018 2017 Change % Tour revenues: Lindblad $ 59,556 $ 47,238 $ 12,318 26 % $ 130,009 $ 100,440 $ 29,569 29 % Natural Habitat 9,917 8,333 1,584 19 % 21,874 18,259 3,615 20 % Total tour revenues $ 69,473 $ 55,571 $ 13,902 25 % $ 151,883 $ 118,699 $ 33,184 28 % Operating income (loss): Lindblad $ 5,107 $ (948 ) $ 6,055 NM $ 18,547 $ 316 $ 18,231 NM Natural Habitat (900 ) (705 ) (195 ) (28 )% 32 (605 ) 637 NM Total operating income $ 4,207 $ (1,653 ) $ 5,860 NM $ 18,579 $ (289 ) $ 18,868 NM |
Schedule of depreciation, amortization are included in segment operating income (loss) | For the three months ended June 30, For the six months ended June 30, (In thousands) 2018 2017 Change % 2018 2017 Change % Depreciation and amortization: Lindblad $ 4,626 $ 3,555 $ 1,071 30 % $ 9,309 $ 6,995 $ 2,314 33 % Natural Habitat 368 340 28 8 % 729 663 66 10 % Total depreciation and amortization $ 4,994 $ 3,895 $ 1,099 28 % $ 10,038 $ 7,658 $ 2,380 31 % |
Summary of total assets, intangibles, net and goodwill by segment | As of June 30, As of December 31, (In thousands) 2018 2017 (unaudited) Total Assets: Lindblad $ 393,323 $ 371,081 Natural Habitat 68,439 53,267 Total assets $ 461,762 $ 424,348 Intangibles, net: Lindblad $ 4,413 $ 4,776 Natural Habitat 4,351 4,778 Total intangibles, net $ 8,764 $ 9,554 Goodwill Lindblad $ - $ - Natural Habitat 22,105 22,105 Total goodwill $ 22,105 $ 22,105 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||||
Net income (loss) available to common stockholders | $ 134 | $ (2,533) | $ 10,932 | $ (1,936) |
Weighted average shares outstanding: | ||||
Total weighted average shares outstanding, basic | 45,894,155 | 44,428,947 | 45,322,541 | 44,567,588 |
Dilutive potential common shares | 548,456 | 272,439 | ||
Total weighted average shares outstanding, diluted | 46,442,611 | 44,428,947 | 45,594,980 | 44,567,588 |
Net income (loss) per share available to common stockholders | ||||
Basic | $ (0.06) | $ 0.24 | $ (0.04) | |
Diluted | $ (0.06) | $ 0.24 | $ (0.04) |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Restricted cash and marketable securities: | ||
Restricted cash and marketable securities | $ 22,803 | $ 7,057 |
Certificates of deposit and other restricted securities [Member] | ||
Restricted cash and marketable securities: | ||
Restricted cash and marketable securities | 1,455 | 1,341 |
Credit card processor reserves [Member] | ||
Restricted cash and marketable securities: | ||
Restricted cash and marketable securities | 1,530 | 1,530 |
Federal Maritime Commission escrow [Member] | ||
Restricted cash and marketable securities: | ||
Restricted cash and marketable securities | $ 19,818 | $ 4,186 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies [Abstract] | ||
Prepaid tour expenses | $ 14,636 | $ 9,846 |
Prepaid air expense | 3,662 | 3,621 |
Prepaid marketing, commissions and other expenses | 2,052 | 2,495 |
Prepaid client insurance | 2,334 | 2,525 |
Prepaid corporate insurance | 2,047 | 1,033 |
Prepaid port agent fees | 1,440 | 1,022 |
Prepaid income taxes | 620 | 809 |
Total prepaid expenses | $ 26,791 | $ 21,351 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details 3) | 6 Months Ended |
Jun. 30, 2018 | |
Vessels and vessel improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 25 years |
Vessels and vessel improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 15 years |
Furniture and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Computer hardware and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Leasehold improvements, including port facilities [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements, including port facilities | Shorter of lease term or related asset life |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details 4) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies [Abstract] | ||
Accrued other expense | $ 7,676 | $ 7,001 |
New build liability | 4,022 | 2,730 |
Accounts payable | 4,017 | 7,791 |
Bonus compensation liability | 2,580 | 3,736 |
Employee liability | 2,356 | 2,644 |
Refunds and commissions payable | 1,269 | 1,805 |
Royalty payable | 1,587 | 1,673 |
Travel certificate liability | 1,150 | 1,120 |
Accrued travel insurance expense | 427 | 432 |
Income tax liabilities | 863 | 1,490 |
Total accounts payable and accrued expenses | $ 25,947 | $ 30,422 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details 5) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Interest Rate Caps [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Trade date and borrowing date | May 29, 2018 |
Effective date | September 27, 2018 |
Termination date | May 31, 2023 |
Notional amount | $ 100,000,000 |
Fixed interest rate (plus spread) | 2.50% until November 30, 2018, 2.75% December 1, 2018 until April 30, 2019, 3.00% May 1, 2019 until maturity |
Variable interest rate | 1 month LIBOR |
Settlement | Monthly on last day of each month |
Interest payment dates | Monthly on last day of each month |
Reset dates | Last day of each month |
Corporate Debt [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Trade date and borrowing date | Mar. 27, 2018 |
Effective date | Not applicable |
Termination date | Mar. 27, 2025 |
Notional amount | $ 100,000,000 |
Fixed interest rate (plus spread) | Not applicable |
Variable interest rate | 1 month LIBOR + 3.50 |
Settlement | Monthly on last day of each month |
Interest payment dates | Quarterly |
Reset dates | Last day of each month |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details 6) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||||
Beginning balance: | ||||
Net change in period | 73 | 73 | ||
Accumulated Other Comprehensive Income (Loss) | $ 73 | $ 73 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)OperatingsegmentsReportablesegments$ / sharesshares | Jun. 30, 2017$ / sharesshares | Dec. 31, 2017USD ($) | |
Summary of Significant Accounting Policies (Textual) | ||||
Number of vessels, description | The Company operates two vessels year-round in the Galápagos National Park in Ecuador: the National Geographic Endeavour II National Geographic Islander | |||
Cash held in financial institutions | $ 6.5 | $ 6.5 | $ 4.1 | |
Cash reserve for credit card | 1.5 | 1.5 | 1.5 | |
Unrecognized tax benefits | 0.4 | 0.4 | 0.4 | |
Additional tax expense | 12.7 | |||
Contract liabilities | 66.2 | 66.2 | $ 62.1 | |
Revenues related to our contract liabilities | 0.6 | $ 62.1 | ||
Derivative Instruments and Hedging Activities [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Termination date of cap agreement | May 31, 2023 | |||
Notional amount | 100 | $ 100 | ||
Fair value recorded other long-term assets | 1.5 | 1.5 | ||
Gains in accumulated other comprehensive income | $ 0.1 | $ 0.1 | ||
2015 Long-Term Incentive Plan [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Issuance of maximum shares of common stock approved by Board of directors and stockholders | shares | 2,500,000 | 2,500,000 | ||
Options to purchase an aggregate shares of common stock | shares | 220,000 | 2,035,036 | ||
Weighted average exercise price per share | $ / shares | $ 9.63 | $ 9.63 | $ 2.61 | |
Shares were available for future grants under the plan | shares | 1,500,000 | 1,500,000 | ||
Warrants [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Options to purchase an aggregate shares of common stock | shares | 10,088,074 | 10,673,015 | ||
Warrants to purchase common stock at price | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |
Warrants expiration date | Jul. 8, 2020 | Jul. 8, 2020 | ||
Tradenames [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Number of operating segments | Operatingsegments | 2 | |||
Number of reportable segments | Reportablesegments | 2 | |||
Intangibles, estimated useful life | 15 years | |||
Customer lists [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Intangibles, estimated useful life | 5 years |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | $ 202,525 | $ 173,150 |
Discount and Deferred Financing Costs net, Total long-term debt | (12,296) | (7,214) |
Balance, Total long-term debt | 190,229 | 165,936 |
Principal, Less current portion | (2,000) | (1,750) |
Discount and Deferred Financing Costs net, less current portion | ||
Balance, net of discount, less current portion | (2,000) | (1,750) |
Principal, Total long-term debt, non-current | 200,525 | 171,400 |
Discount and Deferred Financing Costs net, Total long-term debt, non-current | (12,296) | (7,214) |
Balance, net of discount, Total long-term debt, non-current | 188,229 | 164,186 |
Note payable [Member] | ||
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | 2,525 | 2,525 |
Discount and Deferred Financing Costs net, Total long-term debt | ||
Balance, Total long-term debt | 2,525 | 2,525 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal, Total long-term debt | 200,000 | 170,625 |
Discount and Deferred Financing Costs net, Total long-term debt | (12,296) | (7,214) |
Balance, Total long-term debt | $ 187,704 | $ 163,411 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | Mar. 27, 2018 | Jan. 08, 2018 | May 04, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Long-Term Debt (Textual) | |||||||
Deferred financing costs charged to interest expense | $ 1,045 | $ 1,096 | |||||
Credit agreement, description | The Company capitalized $4.2 million related to lender and third-party fees. In addition, the entry into the Amended Credit Agreement was considered a debt modification with a partial extinguishment, as a result the Company expensed $1.0 million of related costs during the six months ended June 30, 2018. | ||||||
Credit Facility [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Maximum borrowing capacity | $ 200,000 | ||||||
Increase in line of credit facility | $ 25,000 | ||||||
Credit facility, expiration date | Mar. 27, 2025 | ||||||
Deferred financing costs charged to interest expense | $ 400 | $ 600 | $ 1,000 | $ 1,100 | |||
Credit agreement, description | Borrowings under the Term Facility bear interest at an adjusted Intercontinental Exchange ("ICE") Benchmark administration LIBOR plus a spread of 3.50%, which steps down to 3.25% if the Company's debt rating from Moody's and S&P are both B1 (stable) or better and BB (negative) or better, respectively. The interest rate at June 30, 2018 is 6.00%. Borrowings under the Revolving Facility will bear interest at an adjusted ICE Benchmark administration LIBOR plus a spread of 3.00%, or, at the option of the Company, an alternative base rate plus a spread of 2.00%. The Company is also required to pay a 0.5% annual commitment fee on undrawn amounts under the Revolving Facility, which matures on March 27, 2023. | ||||||
Revolving Facility [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Increase in line of credit facility | $ 5,000 | ||||||
Description of interest rate | Borrowings under the Revolving Facility will bear interest at an adjusted ICE Benchmark administration LIBOR plus a spread of 3.00%, or, at the option of the Company, an alternative base rate plus a spread of 2.00%. The Company is also required to pay a 0.5% annual commitment fee on undrawn amounts under the Revolving Facility, which matures on March 27, 2023. | ||||||
Credit facility, expiration date | Mar. 27, 2023 | ||||||
Revolving credit facility | $ 45,000 | ||||||
Note payable [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Outstanding principal amount | $ 2,500 | ||||||
Debt maturity date | Dec. 31, 2020 | ||||||
Promissory note interest rate | 1.44% | ||||||
Restated Credit Facility [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Credit agreement, description | The Amended Credit Agreement (i) requires the Company to satisfy certain financial covenants as set forth in the Amended Credit Agreement; (ii) limits the amount of indebtedness the Company may incur; (iii) limits the amount the Company may spend in connection with certain types of investments; (iv) requires the delivery of certain periodic financial statements and an operating budget and (v) requires the mortgaged vessels and related inventory to be maintained in good working condition. | ||||||
Senior Secured Credit Agreement [Member] | |||||||
Long-Term Debt (Textual) | |||||||
Outstanding principal amount | $ 107,700 | ||||||
Description of interest rate | The Borrower's election, the loan will bear interest either at a fixed interest rate effectively equal to 5.78% or a floating interest rate equal to three-month LIBOR plus a margin of 3.00% per annum. The loan will amortize quarterly based on a twelve-year profile, with 70% maturing over twelve years from drawdown, and 30% maturing over five years from drawdown. The Company is also required to pay annual commitment fee of 1.3% until drawdown of the Export Credit Agreement. | ||||||
Credit agreement, description | The purpose of providing financing for up to 80% of the purchase price of the Company's new ice class vessel, the National Geographic Endurance, targeted to be completed in January 2020. Seventy percent of the loan will be guaranteed by Garantiinstituttet for Eksportkreditt, the official export credit agency of Norway. If drawn upon, the loan will be made at the time of delivery of the vessel. |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Employee Benefit Plan (Textual) | ||||
Percentage match of employee contributions | 30.00% | |||
Annual maximum amount of company match per employee | $ 2,100 | $ 2,100 | ||
Benefit plan contribution recorded with general and administrative expenses | $ 100,000 | $ 100,000 | $ 200,000 | $ 200,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Stockholders' Equity (Textual) | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Repurchase of shares and warrants | $ (854) | |||
Shares granted | 162,850 | |||
Grant price | $ 10.46 | |||
Share based payment award, description | Incentive awards that will be earned based on our performance against metrics relating to annual Adjusted EBITDA, annual revenue, and guest satisfaction. Awards will vest after a three-year performance period and may be earned at a level ranging from 0%-200% of the number of PSUs granted, depending on performance. During the six months ended June 30, 2018, the Company awarded 88,851 of targeted PSUs with a weighted average grant price of $10.27. | |||
Stock options exercised | 955,424 | |||
Investment options, exercise price | $ 1.76 | |||
Common stock shares issued | 442,820 | |||
Maximum [Member] | ||||
Stockholders' Equity (Textual) | ||||
Percentage of level ranging | 200.00% | |||
Minimum [Member] | ||||
Stockholders' Equity (Textual) | ||||
Percentage of level ranging | 0.00% | |||
Stock and Warrant Repurchase Plan [Member] | ||||
Stockholders' Equity (Textual) | ||||
Repurchase of shares and warrants | $ 12,100 | |||
Common Stock [Member] | ||||
Stockholders' Equity (Textual) | ||||
Repurchase of shares and warrants | ||||
Repurchase of shares and warrants, shares | (9,030) | |||
Common Stock [Member] | Stock and Warrant Repurchase Plan [Member] | ||||
Stockholders' Equity (Textual) | ||||
Repurchase of shares and warrants | $ 100 | $ 8,100 | ||
Repurchase of shares and warrants, shares | 9,030 | 864,806 | ||
Warrant [Member] | Stock and Warrant Repurchase Plan [Member] | ||||
Stockholders' Equity (Textual) | ||||
Repurchase of shares and warrants | $ 800 | $ 14,700 | ||
Repurchase of shares and warrants, shares | 568,446 | 6,011,926 | ||
Board of Directors [Member] | Stock and Warrant Repurchase Plan [Member] | ||||
Stockholders' Equity (Textual) | ||||
Stock and warrant repurchase value increased | $ 35,000 |
Commitments and Contingencies32
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Future minimum payments on its charter agreements | |
2018 (six months) | $ 2,976 |
2,019 | 7,043 |
2,020 | 3,251 |
Total | $ 13,270 |
Commitments and Contingencies33
Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | Dec. 02, 2015 | Nov. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Nichols Brothers Boat Builders [Member] | |||||||
Commitments and Contingencies (Textual) | |||||||
Vessel construction agreements, description | On December 2, 2015, the Company entered into two separate Vessel Construction Agreements, (collectively, the "Agreements") with Ice Floe, LLC, a Washington limited liability company doing business as Nichols Brothers Boat Builders (the "Builder"). The Agreements provide for the Builder to construct two 236-foot 100-passenger cruise vessels. | ||||||
National Geographic [Member] | |||||||
Commitments and Contingencies (Textual) | |||||||
Risk of loss or damage, description | The Company amended the agreement for the second vessel, the National Geographic Venture, in October 2017. The current contract price is $57.4 million and the vessel is scheduled to be completed in the fourth quarter of 2018, subject to extension for certain events, such as change orders. As of June 30, 2018, the Company has paid Ice Floe, LLC $47.4 million related to the National Geographic Venture. The Company may terminate the applicable Agreement in the event the builder fails to deliver the vessel within 180 days of the applicable due date or the builder becomes insolvent or otherwise bankrupt. The Agreement also contains customary representations, warranties, covenants and indemnities. | ||||||
National Geographic [Member] | Royalty Agreement [Member] | |||||||
Commitments and Contingencies (Textual) | |||||||
Royalty expense | $ 1.5 | $ 1.1 | $ 3.1 | $ 2.3 | |||
Balance outstanding | 1.6 | 1.6 | $ 1.7 | ||||
World Wildlife Fund [Member] | Royalty Agreement [Member] | |||||||
Commitments and Contingencies (Textual) | |||||||
Royalty expense | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.2 | |||
Ulstein Verft [Member] | |||||||
Commitments and Contingencies (Textual) | |||||||
Vessel construction agreements, description | The Company entered into an agreement with Ulstein Verft to construct a polar ice class vessel, the National Geographic Endurance, with a total purchase price of 1,066.0 million Norwegian Kroner (NOK). Subsequently, the Company exercised its right to make payments in United States Dollars, which resulted in a purchase price of $134.6 million, including hedging costs. The purchase price is subject to potential adjustments from contract specifications for variations in speed, deadweight, fuel consumption and delivery date, and is due in installments. The first twenty percent of the purchase price was paid shortly after execution of the Agreement with the remaining eighty percent due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in January 2020, with potential accelerated delivery to November 2019. The contract also includes options to build two additional ice class vessels. | ||||||
Cruise vessels at a purchase price | $ 134.6 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Tour revenues | $ 69,473 | $ 55,571 | $ 151,883 | $ 118,699 |
Tour revenues, Change | $ 13,902 | $ 33,184 | ||
Tour revenues, % | 25.00% | 28.00% | ||
Operating income (loss): | $ 4,207 | (1,653) | $ 18,579 | (289) |
Operating income (loss), Change | $ 5,860 | $ 18,868 | ||
Operating income (loss), % | ||||
Lindblad [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Tour revenues | $ 59,556 | 47,238 | $ 130,009 | 100,440 |
Tour revenues, Change | $ 12,318 | $ 29,569 | ||
Tour revenues, % | 26.00% | 29.00% | ||
Operating income (loss): | $ 5,107 | (948) | $ 18,547 | 316 |
Operating income (loss), Change | $ 6,055 | $ 18,231 | ||
Operating income (loss), % | ||||
Natural Habitat [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Tour revenues | $ 9,917 | 8,333 | $ 21,874 | 18,259 |
Tour revenues, Change | $ 1,584 | $ 3,615 | ||
Tour revenues, % | 19.00% | 20.00% | ||
Operating income (loss): | $ (900) | $ (705) | $ 32 | $ (605) |
Operating income (loss), Change | $ (195) | $ 637 | ||
Operating income (loss), % | (28.00%) |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Depreciation and amortization: | ||||
Depreciation and amortization | $ 4,994 | $ 3,895 | $ 10,038 | $ 7,658 |
Depreciation and amortization, Change | $ 1,099 | $ 2,380 | ||
Depreciation and amortization, Percentage | 28.00% | 31.00% | ||
Lindblad [Member] | ||||
Depreciation and amortization: | ||||
Depreciation and amortization | $ 4,626 | 3,555 | $ 9,309 | 6,995 |
Depreciation and amortization, Change | $ 1,071 | $ 2,314 | ||
Depreciation and amortization, Percentage | 30.00% | 33.00% | ||
Natural Habitat [Member] | ||||
Depreciation and amortization: | ||||
Depreciation and amortization | $ 368 | $ 340 | $ 729 | $ 663 |
Depreciation and amortization, Change | $ 28 | $ 66 | ||
Depreciation and amortization, Percentage | 8.00% | 10.00% |
Segment Information (Details 2)
Segment Information (Details 2) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Total Assets: | ||
Total assets | $ 461,762 | $ 424,348 |
Intangibles, net: | ||
Total intangibles, net | 8,764 | 9,554 |
Goodwill | ||
Total goodwill | 22,105 | 22,105 |
Lindblad [Member] | ||
Total Assets: | ||
Total assets | 393,323 | 371,081 |
Intangibles, net: | ||
Total intangibles, net | 4,413 | 4,776 |
Goodwill | ||
Total goodwill | ||
Natural Habitat [Member] | ||
Total Assets: | ||
Total assets | 68,439 | 53,267 |
Intangibles, net: | ||
Total intangibles, net | 4,351 | 4,778 |
Goodwill | ||
Total goodwill | $ 22,105 | $ 22,105 |
Segment Information (Details Te
Segment Information (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Tour revenues | $ 33,810 | $ 28,697 | $ 69,681 | $ 61,300 |
Lindblad segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Tour revenues | 400 | 400 | 1,400 | 1,400 |
Natural Habitat [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Tour revenues | $ 300 | $ 300 | $ 500 | $ 500 |