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Note 14 - Related Party Transactions - Stockholder Loans
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
NOTE
14
– RELATED PARTY TRANSACTIONS – STOCKHOLDER
 
LOANS
 
Described below are the Company's related party transactions.
 
Capitol Acquisition Corp. II
 
All of the initial shares of common stock issued by the Company to its sponsor and initial shareholders (Capitol Acquisition Management
2
LLC, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha) were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until
one
year after the
July 8, 2015
merger, including certain founder forfeiture shares which were subject to forfeiture in the event the last sales price of our stock does
not
equal or exceed
$13.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any
20
trading days within any
30
-trading day period within
four
years following
July 8, 2015.
The portion of the founder shares
not
subject to forfeiture were released from escrow following
July 8, 2016
and the remainder of the founder forfeiture shares were released from escrow during 
2018
as the conditions for release, set forth above, were satisfied.
 
Lindblad Expeditions, Inc.
 
The Company and National Geographic collaborate on exploration, research, technology and conservation in order to provide travel experiences and disseminate geographic knowledge around the globe. The Lindblad/National Geographic alliance is set forth in (i) an Alliance and License Agreement and (ii) a Tour Operator Agreement. During the years ended
December 31, 2018
and
2017,
the Company paid an aggregate of
$6.1
 million and
$5.2
million, respectively, to National Geographic under these agreements, which are included within selling and marketing expenses on the accompanying consolidated statements of operations. The extension of the agreements between the Company and National Geographic in connection with the mergers was contingent on the execution by Mr. Lindblad of an option agreement granting National Geographic the right to purchase from Mr. Lindblad, for a per share price of
$10.00
per share,
five
percent of the issued and outstanding shares of Capitol’s common stock as
July 8, 2015,
including all outstanding options, warrants or other derivative securities (excluding options granted under the
2015
Plan,
15,600,000
shares issuable upon the exercise of warrants and
1,250,000
shares of escrowed common stock, unless such escrowed shares are released from escrow, in which case such shares will be included in the
5%
calculation).
 
In connection with the
2015
merger of Capital Acquisition Corp. II and Lindblad Expeditions, Inc., the stockholders of Capitol Acquisition Corp. II prior to its initial public offering, (Capitol Acquisition Management
2
LLC, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha), collectively agreed to make a charitable contribution of an aggregate of
500,000
founder’s shares in the Company to the Lindblad Expeditions – National Geographic Joint Fund for Exploration and Conservation (“LEX-NG Fund”), established by National Geographic, for
no
additional consideration. The LEX-NG Fund is managed jointly by a Lindblad staff member and a National Geographic staff member and the board is comprised of
five
members with Mr. Lindblad acting as Chairman. The contributed shares were placed into escrow and subject to certain conditional terms. During
2018,
the conditional terms were met and all the contributed shares are available to the transferred from escrow to the LEX-NG Fund. 
 
On
May 4, 2016,
in connection with the Company's acquisition of Natural Habitat, Natural Habitat issued an unsecured promissory note to Mr. Bressler with an outstanding principal amount of
$2.5
million due at maturity on
December 31, 2020.