XML 36 R20.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 12 - Stockholders' Equity
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
NOTE
12
– STOCKHOLDERS’ EQUITY
 
Company 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.
 
Initial Public Offering and Warrants
 
In connection with its initial public offering, on
May 15, 2013,
the Company sold
20,000,000
units at
$10.00
per unit, including
2,000,000
units under the underwriters’ over-allotment option, generating gross proceeds of
$200.0
million. Each unit consisted of
one
share of the Company’s common stock,
$0.0001
par value and
one
half of
one
redeemable warrant to purchase
one
share of common stock. The shares of common stock and the warrants included in the units traded as a unit until
July 1, 2013
when separate trading of common stock and warrants began. In connection with the merger with Lindblad Expeditions, Inc. in
2015,
the Company forced the separation of the units into the separate components of common stock and warrants. Each whole warrant entitles its holder, upon exercise, to purchase
one
share of common stock for
$11.50
subject to certain adjustments, during the period that commenced
thirty
days after the completion of the merger and terminating
five
years thereafter.
 
The warrants
may
be redeemed by the Company, at its option, in whole and
not
in part, at a price of
$0.01
per warrant at any time the warrants are exercisable, upon a minimum of
30
days prior written notice of redemption, if, and only if, the last sales price of the Company’s shares of common stock equals or exceeds
$24.00
per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any
20
trading days within a
30
trading day period ending
three
business days before the Company sends the redemption notice; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
 
If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (
x
) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value will mean the average reported last sale price of the shares of common stock for the
five
trading days ending on the
third
trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
 
Certain of the outstanding warrants were privately acquired from the Company by its sponsor and certain of the Company’s initial officers and directors and are identical to the warrants included in the units sold in the offering except that such warrants: (i) are
not
redeemable by the Company and (ii)
may
be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees.
 
Stock and Warrant Repurchase Plan
 
In
2016,
the Company’s Board of Directors approved a
$15.0
million increase to the Company’s existing stock and warrant repurchase plan (“Repurchase Plan”), to
$35.0
million. This Repurchase Plan, which was authorized in 
2015,
authorizes the Company to purchase from time to time the Company’s outstanding common stock and warrants. Any shares and warrants purchased will be retired. The Repurchase Plan has
no
time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors. The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the vesting of stock awards. Pursuant to the Repurchase Plan, the Company (i) repurchased
568,446
warrants for
$0.8
 million and
9,030
shares of common stock for
$0.1
million in
2018,
(ii) repurchased a total of
529,867
warrants for
$1.1
million and
547,058
shares of common stock for
$5.1
million in
2017,
and (iii) repurchased
2,821,995
warrants for
$7.3
million and
308,718
shares of common stock for
$3.0
million in
2016.
Since the Repurchase Plan inception, the Company has cumulatively repurchased
864,806
 shares of common stock for
$8.1
million and
6,011,926
 warrants for
$14.7
 million, as of
December 31, 2018.
All repurchases were made using cash resources. The balance available for the Repurchase Plan as of
December 31, 2018
was
$12.1
million.