10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2019

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

For the transition period from                   to

Commission file number 001-35898

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-4749725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

(212) 261-9000

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

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

As of April 30, 2019, 45,798,866 shares of common stock, par value $0.0001 per share, were issued and outstanding.

LINDBLAD EXPEDITIONS HOLDINGS, IN

Quarterly Report On Form 10-Q

For The Quarter Ended March 31, 2019

Table of Contents

		Page(s)
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2019 (Unaudited) and December 31, 2018	1
	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2019 and 2018 (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018 (Unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2019 and 2018 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (Unaudited)	5
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	27
ITEM 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	27
ITEM 1A.	Risk Factors	27
ITEM 2.	Unregistered Sale of Equity Securities and Use of Proceeds	27
ITEM 3.	Defaults Upon Senior Securities	28
ITEM 4.	Mine Safety Disclosures	28
ITEM 5.	Other Information	28
ITEM 6.	Exhibits	29
SIGNATURES		30

PART 1.	FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	As of March 31, 2019			As of December 31, 2018
ASSETS	(unaudited)
Current Assets:
Cash and cash equivalents	$	70,103		$	113,396
Restricted cash		30,537			8,755
Marine operating supplies		5,465			5,165
Inventories		1,523			1,604
Prepaid expenses and other current assets		27,963			21,263
Total current assets		135,591			150,183
Property and equipment, net		315,330			285,979
Goodwill		22,105			22,105
Intangibles, net		7,580			7,975
Deferred tax asset		1,078			-
Right-to-use lease assets		6,027			-
Other long-term assets		6,096			7,167
Total assets	$	493,807		$	473,409
LIABILITIES
Current Liabilities:
Unearned passenger revenues	$	129,505		$	123,489
Accounts payable and accrued expenses		31,176			33,944
Lease liabilities - current		1,166			-
Long-term debt - current		2,000			2,000
Total current liabilities		163,847			159,433
Long-term debt, less current portion		188,005			188,089
Deferred tax liabilities		-			2,787
Lease liabilities		5,026			-
Other long-term liabilities		1,379			554
Total liabilities		358,257			350,863
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTEREST		6,908			6,502
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; 45,768,715 and 45,814,925 issued, 45,608,143 and 45,442,728 outstanding as of March 31, 2019 and December 31, 2018, respectively		5			5
Additional paid-in capital		41,102			41,539
Retained earnings		89,844			75,171
Accumulated other comprehensive income		(2,309	)		(671	)
Total stockholders' equity		128,642			116,044
Total liabilities, stockholders' equity and redeemable noncontrolling interest	$	493,807		$	473,409

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

1

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(In thousands, except share and per share data)

(unaudited)

	For the three months ended March 31,
	2019			2018
Tour revenues	$	89,654		$	82,410
Operating expenses:
Cost of tours		39,017			35,871
General and administrative		16,082			15,050
Selling and marketing		14,002			12,073
Depreciation and amortization		6,188			5,045
Total operating expenses		75,289			68,039
Operating income		14,365			14,371
Other expense:
Interest expense, net		(2,989	)		(2,734	)
Gain (loss) on foreign currency		656			(451	)
Other (expense) income		(19	)		8
Total other expense		(2,352	)		(3,177	)
Income before income taxes		12,013			11,194
Income tax (benefit) expense		(3,066	)		277
Net income		15,079			10,917
Net income attributable to noncontrolling interest		406			121
Net income available to common stockholders	$	14,673		$	10,796
Weighted average shares outstanding
Basic		45,565,381			45,274,540
Diluted		47,429,343			45,667,565
Net income per share available to common stockholders
Basic	$	0.32		$	0.24
Diluted	$	0.31		$	0.24

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

2

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)

	For the three months ended March 31,
	2019			2018
Net Income	$	15,079		$	10,917
Other comprehensive income:
Cash flow hedges:
Net unrealized loss		(1,638	)		-
Total other comprehensive income		(1,638	)		-
Total comprehensive income	$	13,441		$	10,917

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

3

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share data)

(unaudited)

	Common Stock					Additional Paid-In			Retained		Accumulated Other Comprehensive			Total Stockholders'
	Shares			Amount		Capital			Earnings		Loss			Equity
Balance as of January 1, 2019		45,814,925		$	5	$	41,539		$	75,171	$	(671	)	$	116,044
Stock-based compensation		-			-		753			-		-			753
Issuance of stock for equity compensation plans, net		(44,315	)		-		(1,167	)		-		-			(1,167	)
Repurchase of shares and warrants		(1,895	)		-		(23	)		-		-			(23	)
Other comprehensive loss, net		-			-		-			-		(1,638	)		(1,638	)
Net income		-			-		-			14,673		-			14,673
Balance as of March 31, 2019		45,768,715		$	5	$	41,102		$	89,844	$	(2,309	)	$	128,642

	Common Stock					Additional Paid-In			Retained		Accumulated Other Comprehensive		Total Stockholders'
	Shares			Amount		Capital			Earnings		Loss		Equity
Balance as of January 1, 2018		45,427,030		$	5	$	42,498		$	63,819		-	$	106,322
Stock-based compensation		-			-		866			-		-		866
Issuance of stock for equity compensation plans, net		349,643			-		(4,179	)		-		-		(4,179	)
Repurchase of shares and warrants		(9,030	)		-		(854	)		-		-		(854	)
Net income		-			-		-			10,796		-		10,796
Balance as of March 31, 2018		45,767,643		$	5	$	38,331		$	74,615	$	-	$	112,951

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

4

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

	For the three months ended March 31,
	2019			2018
Cash Flows From Operating Activities
Net income	$	15,079		$	10,917
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,188			5,045
Amortization of National Geographic fee		727			727
Amortization of deferred financing costs and other, net		434			608
Stock-based compensation		753			866
Deferred income taxes		(3,865	)		347
(Gain) loss on foreign currency		(656	)		451
Write-off of unamortized issuance costs related to debt refinancing		-			359
Changes in operating assets and liabilities
Marine operating supplies and inventories		(219	)		(400	)
Prepaid expenses and other current assets		(6,699	)		(1,754	)
Right-to-use lease assets		(6,027	)		-
Lease liabilities		6,192			-
Unearned passenger revenues		6,016			(939	)
Other long-term assets		(1,294	)		10
Other long-term liabilities		825			8
Accounts payable and accrued expenses		(2,112	)		(5,727	)
Net cash provided by operating activities		15,342			10,518
Cash Flows From Investing Activities
Purchases of property and equipment		(35,144	)		(14,502	)
Net cash used in investing activities		(35,144	)		(14,502	)
Cash Flows From Financing Activities
Proceeds from long-term debt		-			200,000
Repayments of long-term debt		(500	)		(170,625	)
Payment of deferred financing costs		(18	)		(6,297	)
Repurchase under stock-based compensation plans and related tax impacts		(1,167	)		(4,179	)
Repurchase of warrants and common stock		(23	)		(854	)
Net cash (used in) provided by financing activities		(1,708	)		18,045
Effect of exchange rate changes on cash		-			(40	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(21,510	)		14,021
Cash, cash equivalents and restricted cash at beginning of period		122,150			103,500
Cash, cash equivalents and restricted cash at end of period	$	100,640		$	117,521
Supplemental disclosures of cash flow information:
Cash paid during the period:
Interest	$	3,377		$	3,012
Income taxes	$	23		$	45
Non-cash investing and financing activities:
Additional paid-in capital exercise proceeds of option shares	$	-		$	1,682
Additional paid-in capital exchange proceeds used for option shares	$	-		$	(1,682	)

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

5

Lindblad Expeditions Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

Business

Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries (the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company currently operates a fleet of eight 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, Inc. (“Natural Habitat”) brand.

The Company operates the following reportable business segments:

Lindblad – Offers primarily ship-based expeditions aboard 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 provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions.

Natural Habitat – Offers primarily land-based adventure travel expeditions around the globe, as well as select itineraries on small chartered vessels for parts of the year. Natural Habitat’s expeditions include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos tours and African safaris. 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.

 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 and include the accounts and transactions of the Company. 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, 2018 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2019 (the “2018 Annual Report”).

The presentation of certain prior year items in the notes to the condensed consolidated financial statements of the Company have been reclassified to conform to the 2019 presentation. The reclassifications had no effect on previously reported results of operations or retained earnings.

There have been no significant changes to the Company’s accounting policies from those disclosed in the 2018 Annual Report other than those noted below.

6

The Company accounts for its various operating leases in accordance with Accounting Standards Codification (“ASC”) 842-Leases as updated by Accounting Standards Update (“ASU”) 2016-02. At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments on its balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. The Company reviewed its contracts with vendors and customers, determining that its right-to-use lease assets consisted primarily of office space operating leases. In determining the right-to-use lease assets and related lease liabilities, the Company did not recognize any lease extension options and elected to exclude leases with terms of 12-months or less. During the three months ended March 31, 2019 and 2018, the Company recognized $0.4 million and $0.3 million, respectively, in operating lease expense. As of March 31, 2019, the Company’s remaining weighted average operating lease terms were approximately 71.1 months. A reconciliation of undiscounted cash flows to lease liabilities recognized as of March 31, 2019 is as follows:

(In thousands)	Operating Lease Payments
	(unaudited)
2019 (nine months)	$	870
2020		1,190
2021		1,222
2022		1,283
2023		1,165
Thereafter		1.602
Present value discount (6% weighted average)		(1,140	)
Total lease liability	$	6,192

Accounting Pronouncements Recently Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) and in July 2018 issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. The guidance requires the recognition of lease right-of-use assets and lease liabilities by lessees for those leases previously classified as operating. This guidance was issued to increase transparency and comparability among organizations by disclosing key information about leasing arrangements and requiring the recognition of current and non-current right-of-use assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. The Company adopted this guidance on January 1, 2019, as required, electing to apply retrospectively at the period of adoption with practical expedients. The adoption of this guidance had a material impact on the Company’s balance sheet by virtue of including the present value of its future operating lease payments as a liability of $6.2 million and related right-to-use lease assets.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This amendment is intended to improve the effectiveness of fair value measurement disclosures by adding and modifying a few disclosure requirements, as well as eliminating several disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2018. The Company adopted this guidance on January 1, 2019, as required, and it did not have a material impact on the Company’s financial position or results of operations.

In August 2018, the FASB issued ASU 2018-15 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The amendments in this Update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company adopted this guidance on January 1, 2019, and it did not have a material impact on the Company's financial statements at the time of adoption.

NOTE 2 – EARNINGS PER SHARE

Earnings per Common Share

Earnings per common share is computed by dividing net income available to common stockholders 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. 

7

For the three months ended March 31, 2019 and 2018, the Company calculated earnings per share as follows:

	For the three months ended March 31,
(In thousands, except share and per share data)	2019		2018
	(unaudited)		(unaudited)
Net income available to common stockholders	$	14,673	$	10,796
Weighted average shares outstanding:
Total weighted average shares outstanding, basic		45,565,381		45,274,540
Dilutive potential common shares		1,863,962		393,025
Total weighted average shares outstanding, diluted		47,429,343		45,667,565
Net income per share available to common stockholders
Basic	$	0.32	$	0.24
Diluted	$	0.31	$	0.24

As of March 31, 2019, 0.2 million restricted shares are excluded from dilutive potential common shares as they were anti-dilutive. As of March 31, 2018, 0.2 million restricted shares, 0.2 million options and 10.1 million warrants are excluded from dilutive potential common shares as they were anti-dilutive.

NOTE 3 – REVENUES

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 sheets when received and are subsequently recognized as tour revenue over the duration of the expedition. Accounting Standards Codification, Revenue from Contracts with Customers (Topic 606) defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. The Company does not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund. The change in contract liabilities within unearned passenger revenues presented in our condensed consolidated balance sheets are as follows:

	As of March 31, 2019
(In thousands)	(unaudited)
Balance as of January 1, 2019	$	70,903
Recognized in tour revenues during the period		(69,837	)
Additional contract liabilities in period		51,616
Balance as of March 31, 2019	$	52,682

8

The following table disaggregates our total revenues by revenue type:

	For the three months ended March 31,
	2019		2018
(In thousands)	(unaudited)		(unaudited)
Guest ticket revenues	$	80,333	$	74,330
Other tour revenue		9,321		8,080
Tour Revenues	$	89,654	$	82,410

NOTE 4 – FINANCIAL STATEMENT DETAILS

The following is a reconciliation of cash, cash equivalents and restricted cash to the statement of cash flows:

	For the three months ended March 31,
(In thousands)	2019		2018
	(unaudited)		(unaudited)
Cash and cash equivalents	$	70,103	$	97,284
Restricted cash		30,537		20,237
Total cash, cash equivalents and restricted cash as presented in the statement of cash flows	$	100,640	$	117,521

Restricted cash consist of the following:

	As of March 31, 2019		As of December 31, 2018
(In thousands)	(unaudited)
Federal Maritime Commission escrow	$	27,198	$	5,823
Credit card processor reserves		1,530		1,530
Certificates of deposit and other restricted securities		1,809		1,402
Total restricted cash	$	30,537	$	8,755

The Company’s prepaid expenses and other current assets consist of the following:

(In thousands)	As of March 31, 2019		As of December 31, 2018
	(unaudited)
Prepaid tour expenses	$	14,816	$	10,617
Prepaid corporate insurance		3,426		1,158
Prepaid client insurance		2,659		2,436
Prepaid marketing, commissions and other expenses		2,639		2,622
Prepaid air expense		2,473		2,973
Prepaid port agent fees		1,781		1,433
Prepaid income taxes		169		24
Total prepaid expenses	$	27,963	$	21,263

The Company’s accounts payable and accrued expenses consist of the following:

(In thousands)	As of March 31, 2019		As of December 31, 2018
	(unaudited)
Accounts payable	$	11,545	$	9,326
Accrued other expense		9,323		11,851
Employee liability		2,979		2,943
Bonus compensation liability		1,985		5,195
Royalty payable		1,417		1,005
Income tax liabilities		1,817		576
Travel certificate liability		882		1,088
Refunds and commissions payable		801		1,533
Accrued travel insurance expense		427		427
Total accounts payable and accrued expenses	$	31,176	$	33,944

9

NOTE 5 – LONG-TERM DEBT

	As of March 31, 2019									As of December 31, 2018
	(unaudited)
(In thousands)	Principal			Deferred Financing Costs, net			Balance			Principal			Deferred Financing Costs, net			Balance
Note payable	$	2,525		$	-		$	2,525		$	2,525		$	-		$	2,525
Credit Facility		198,500			(11,020	)		187,480			199,000			(11,436	)		187,564
Total long-term debt		201,025			(11,020	)		190,005			201,525			(11,436	)		190,089
Less current portion		(2,000	)		-			(2,000	)		(2,000	)		-			(2,000	)
Total long-term debt, non-current	$	199,025		$	(11,020	)	$	188,005		$	199,525		$	(11,436	)	$	188,089

For the three months ended March 31, 2019 and 2018, deferred financing costs charged to interest expense was $0.4 million and $0.6 million, respectively.

Credit Facility

In March 2018, the Company entered into the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), providing for a $200.0 million senior secured first lien term loan facility (the “Term Facility”), maturing March 2025, and 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 Term Facility bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of 3.50%, for an aggregated rate of 5.99% as of March 31, 2019. Borrowings under the Revolving Facility may be used for general corporate and working capital purposes and related fees and expenses. As of March 31, 2019, the Company had no borrowings under the Revolving Facility.

Senior Secured Credit Agreement

In January 2018, the Company entered into a senior secured credit agreement (the “Export Credit Agreement”) with Citibank, N.A., London Branch and Eksportkreditt Norge AS, to make available to the Company 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, targeted to be completed in January 2020. If drawn upon, the loan will be made at the time of delivery of the vessel. The Export Credit Agreement, at the Company's election, 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.

Note Payable

In connection with the Natural Habitat acquisition in May 2016, 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.

Covenants

The Company’s Amended Credit Agreement and Export Credit Agreement contain financial and restrictive covenants that include among others, net leverage ratios, limits on additional indebtedness and limits on certain investments. As of March 31, 2019, the Company was in compliance with its covenants.

10

NOTE 6 – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Derivative Instruments and Hedging Activities

The Company’s derivative assets and liabilities consist principally of foreign exchange forward contracts and interest rate caps and are carried at fair value based on significant observable inputs (Level 2 inputs). Derivatives entered into by the Company are typically executed over-the-counter and are valued using internal valuation techniques, as quoted market prices are not readily available. The valuation technique and inputs depend on the type of derivative and the nature of the underlying exposure. The Company principally uses discounted cash flows along with fair value models that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, currency exchange rates, interest rate yield curves and counterparty credit risks.

Currency Risk. The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with certain of its non-U.S.-dollar denominated receivables and payables. The Company primarily hedges a portion of its current-year currency exposure to the Australian, Canadian, New Zealand and Zimbabwe dollars, the Euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge.

In March 2019, the Company entered into foreign exchange forward contracts, designated as cash flow hedges, to hedge its exposure to Norwegian Kroner ("NOK"), related to the Company’s contract to purchase the new polar ice-class vessel (see Note 11 – Commitments and Contingencies). The cost of the foreign exchange forward contracts will be amortized to interest expense over their lives, from the effective date through settlement dates.

Interest Rate Risk. The Company uses interest rate caps, designated as cash flow hedges, to manage the risk related to its floating rate corporate debt.

The Company records the effective portion of changes in the fair value of its cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized. Any changes in fair values of hedges that are determined to be ineffective are immediately reclassified from accumulated other comprehensive income (loss) into earnings. No gains or losses of the Company’s cash flow hedges were considered to be ineffective and reclassified from other comprehensive income (loss) to earnings for the period ended March 31, 2019. The Company estimates that approximately $0.3 million of losses currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months due to maturity of the cash flow hedge and the hedged item. The Company will continue to assess the effectiveness of the hedges on an ongoing basis.

The Company held the following derivative instruments with absolute notional values as of March 31, 2019:

(in thousands)	Absolute Notional Value
Interest rate caps	$	100,000
Foreign exchange contracts		150,131

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Estimated fair values (Level 2) of derivative instruments were as follows:

	As of March 31, 2019				As of December 31, 2018
	(unaudited)
(in thousands)	Fair Value, Asset Derivatives		Fair Value, Liability Derivatives		Fair Value, Asset Derivatives		Fair Value, Asset Derivatives
Derivatives designated as hedging instruments
Foreign exchange forward(a)	$	-	$	1,629	$	-	$	-
Interest rate cap(b)		560		-		710		-
Total	$	560	$	1,629	$	710	$	-
Derivatives not designated as hedging instruments
Foreign exchange forward(c)	$	-	$	672	$	-	$	1,328
Total	$	-	$	672	$	-	$	1,328

_________

^(a) Recorded in accounts payable and accrued expenses and other long-term liabilities.

^(b) Recorded in prepaid expenses and other current assets and other long-term assets.

^(c) Recorded in accounts payable and accrued expenses.

Changes in the fair value of the Company’s hedging instruments are recorded in accumulated other comprehensive income, pursuant to the guidelines of cash flow hedge accounting as outlined in ASC 815.

The effects of derivatives recognized in the Company’s condensed consolidated financial statements were as follows:

	Three Months Ended March 31,
(In thousands)	2019		2018
	(unaudited)
Derivatives designated as hedging instruments (a):
Foreign exchange forward contracts	$	1,488	$	-
Interest rate caps		149		-
Derivatives not designated as hedging instruments (b):
Foreign exchange forward contracts		656		(451	)
Total	$	2,293	$	(451	)

__________

^(a) Recognized, net of tax, as a component of other comprehensive income (loss) within stockholders’ equity.

^(b) Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged. During the three months ended March 31, 2019, a gain of $0.7 million was recognized in gain (loss) on foreign currency. During the three months ended March 31, 2018, a loss of $0.5 million was recognized in gain (loss) on foreign currency.

Fair Value Measurements

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 March 31, 2019. As of March 31, 2019 and December 31, 2018, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

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NOTE 7 – STOCKHOLDERS’ EQUITY

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 three months ended March 31, 2019, the Company repurchased 1,895 shares of common stock for approximately $23,000. The Company has cumulatively repurchased 866,701 shares of common stock for $8.2 million and 6,011,926 warrants for $14.7 million, since plan inception. The balance for the Repurchase Plan was $12.1 million as of March 31, 2019.

As of March 31, 2019, 10,088,074 warrants, expiring July 8, 2020, were outstanding to purchase common stock at a price of $11.50 per share.

NOTE 8 – STOCK BASED COMPENSATION

The Company is authorized to issue up to 2.5 million shares of common stock under the 2015 Long-Term Incentive Plan to key employees, and as of March 31, 2019, approximately 1.3 million shares were available to be granted.

As of March 31, 2019 and December 31, 2018, options to purchase an aggregate of 220,000 shares of the Company’s common stock, with a weighted average exercise price of $9.63, were outstanding. As of March 31, 2019, 120,000 options were exercisable.

The Company recorded stock-based compensation expense of $0.8 million and $0.9 million during the three months ended March 31, 2019 and 2018, respectively.

2019 Long-Term Incentive Compensation

During the three months ended March 31, 2019, the Company granted 105,406 restricted stock units ("RSUs") with a weighted average grant price of $15.16. 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 on the applicable vesting date.

During the three months ended March 31, 2019, the Company awarded 61,631 of targeted performance stock units ("PSUs") with a weighted average grant price of $15.25. The PSUs are performance-vesting equity incentive awards that will be earned based on our performance against metrics relating to annual Adjusted EBITDA and annual revenue. 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. The number of shares were determined based upon the closing price of our common stock on the date of the award.

NOTE 9 – RELATED PARTY TRANSACTIONS

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. The extension of the agreements, entered into July 2015, between the Company and National Geographic 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 the Company’s common stock as July 8, 2015, including all outstanding options, warrants or other derivative securities (excluding options granted under the 2015 Plan and shares issuable upon the exercise of warrants). During March 2019, National Geographic exercised its rights in full under the option agreement to acquire the shares, and in a cashless transaction acquired 891,113 shares from Mr. Lindblad.

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NOTE 10 – 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 March 31, 2019, and December 31, 2018, the Company had a liability for unrecognized tax benefits of $0.1 million and $0.6 million, respectively, 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 months ended March 31, 2019 and 2018, interest and penalties related to uncertain tax positions included in income tax expense are not significant. The Company's effective tax rate for the three months ended March 31, 2019 was a benefit of 25.5% and for the three months ended March 31, 2018 was an expense of 2.5%.

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 (except for the Ecuador entities, where the Company's foreign tax returns for the current year and three prior years remain subject to examination by tax authorities).

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Fleet Expansion

In 2017, 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 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, dead weight, 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.

During February 2019, the Company entered into an agreement with Ulstein Verft, to construct a second polar ice class vessel, a sister ship of the National Geographic Endurance, with a total purchase price of 1,291.0 million NOK. The purchase price is subject to potential adjustments from contract specifications for variations in speed, dead weight, fuel consumption and delivery date. The purchase price is due in installments, with the first 20% paid shortly after execution of the agreement, 50% to be paid over the duration of the build and the final 30% due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in September 2021. During March 2019, the Company entered into foreign exchange forward contracts to lock in a purchase price for the second polar ice class vessel of $153.5 million, subject to potential contract specification adjustments.

Royalty Agreement – National Geographic

The Company is party to 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 pre- and post-expedition extensions. A pre- and post-expedition extension occurs when a guest extends his or her trip with pre- or post-voyage hotel nights. Royalty expense was $1.4 million for the three months ended March 31, 2019 and 2018.

The royalty balances outstanding to National Geographic as of March 31, 2019 and December 31, 2018 was $1.4 million and $1.0 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 WWF, which allows it to use the WWF name and logo. In return for these rights, Natural Habitat is charged a royalty fee and a fee based on annual gross sales. The fees are included within selling and marketing expense on the accompanying condensed consolidated statements of operations. This royalty fee expense was $0.2 million for the three months ended March 31, 2019 and 2018.

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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 March 31, 2019 are as follows:

Charter Commitments
For the years ended December 31,	Amount
(In thousands)	(unaudited)
2019 (nine months)	$	7,098
2020		9,871
2021		2,031
2022		1,850
Total	$	20,850

Legal Proceedings

From time to time, the Company is party to litigation and regulatory matters and claims. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability will be incurred and the amount or range of the loss can be reasonably estimated. The results of complex proceedings and reviews are difficult to predict and the Company’s view of these matters may change in the future as events related thereto unfold. An unfavorable outcome to any legal or regulatory matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

NOTE 12 – SEGMENT INFORMATION

The Company is primarily a specialty cruise and adventure expedition operator with operations in two segments, Lindblad and Natural Habitat. The Company evaluates the performance of the business based largely on the results of its 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. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation.

The Company evaluates the performance of its business segments based largely on tour revenues and operating income, without allocating other income and expenses, net, income taxes and interest expense, net. For the three months ended March 31, 2019 and 2018, operating results were as follows:

	For the three months ended March 31,
	2019		2018		Change			%
(In thousands)	(unaudited)		(unaudited)
Tour revenues:
Lindblad	$	76,038	$	70,453	$	5,585			8	%
Natural Habitat		13,616		11,957		1,659			14	%
Total tour revenues	$	89,654	$	82,410	$	7,244			9	%
Operating Income:
Lindblad	$	13,641	$	13,439	$	202			2	%
Natural Habitat		724		932		(208	)		(22	%)
Total operating income	$	14,365	$	14,371	$	(6	)		(0	%)

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Depreciation and amortization are included in segment operating income as shown below:

	For the three months ended March 31,
	2019		2018		Change		%
(In thousands)	(unaudited)		(unaudited)
Depreciation and amortization:
Lindblad	$	5,794	$	4,684	$	1,110		24	%
Natural Habitat		394		361		33		9	%
Total depreciation and amortization	$	6,188	$	5,045	$	1,143		23	%

The following table presents our total assets, intangibles, net and goodwill by segment:

	As of March 31, 2019		As of December 31, 2018
(In thousands)	(unaudited)
Total Assets:
Lindblad	$	425,307	$	409,622
Natural Habitat		68,500		63,787
Total assets	$	493,807	$	473,409
Intangibles, net:
Lindblad	$	3,869	$	4,050
Natural Habitat		3,711		3,925
Total intangibles, net	$	7,580	$	7,975
Goodwill:
Lindblad	$	-	$	-
Natural Habitat		22,105		22,105
Total goodwill	$	22,105	$	22,105

For the three months ended March 31, 2019 and 2018 there were $1.7 million and $1.0 million in intercompany tour revenues between the Lindblad and Natural Habitat segments eliminated in consolidation, respectively.

NOTE 13 – SUBSEQUENT EVENT

On April 8, 2019, the Company entered into a senior secured credit agreement (the “Second Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (“EK” and together with Citi, the “Lenders”). Pursuant to the Second Export Credit Agreement, the Lenders have agreed to make available to the Company, at the Company's option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $122.8 million for the purpose of providing pre- and post- delivery financing for up to 80% of the purchase price of the Company’s new expedition ice-class cruise vessel targeted to be completed in September 2021. The Second Export Credit Agreement will bear an interest rate, at the Company’s option, of either a fixed rate of 6.36% or a variable rate equal to three-month LIBOR plus a margin of 3.00% per annum. 30% of the borrowing will mature over five years from drawdown, and 70% of the borrowing will mature over twelve years from drawdown. Additionally, 70% percent of the loan will be guaranteed by Garantiinstituttet for eksportkreditt, the official export credit agency of Norway.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2019.

Cautionary Note Regarding Forward-Looking Statements

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

● general economic conditions;

● unscheduled disruptions in our business due to weather events, mechanical failures, or other events;

● changes adversely affecting the business in which we are engaged;

● management of our growth and our ability to execute on our planned growth;

● our business strategy and plans;

● our ability to maintain our relationship with National Geographic;

● compliance with new and existing laws and regulations, including environmental regulations;

● compliance with the financial and/or operating covenants in our debt arrangements;

● adverse publicity regarding the cruise industry in general;

● loss of business due to competition;

● the result of future financing efforts;

● delays and costs overruns with respect to the construction and delivery of newly constructed vessels;

● the inability to meet revenue and Adjusted EBITDA projections; and

● those risks discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 28, 2019 (the “2018 Annual Report”).

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

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

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Business Overview

Lindblad provides expedition cruising and land-based adventure travel experiences, using itineraries that feature up-close encounters with wildlife, nature, history and culture, and promote guest empowerment and interactivity. Our mission is to offer life-changing adventures around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places. Many of these expeditions involve travel to remote places, such as the Arctic, Antarctica, the Galápagos, Alaska, Baja's Sea of Cortez, Costa Rica, Panama, polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures and African safaris. We operate a fleet of eight owned expedition ships and we have also contracted for two new polar ice class vessels, the National Geographic Endurance, targeted to be completed in January 2020, and a sister ship of the National Geographic Endurance, targeted to be completed in September 2021.

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

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

First Quarter Highlights

During February 2019, we entered into an agreement to construct a second polar ice class vessel, a sister ship of the National Geographic Endurance, with a total purchase price of 1,291.0 million Norwegian Kroner ("NOK"). In March 2019, we entered into a foreign exchange forward contract hedge to lock in a purchase price of approximately $153.5 million. The purchase price is subject to potential adjustments from contract specifications for variations in speed, deadweight, fuel consumption and delivery date. The purchase price is due in installments, with the first 20% paid shortly after execution of the agreement, 50% to be paid over the duration of the build and the final 30% due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in September 2021.

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

● a description of certain line items and operational and financial metrics we utilize to assist us in managing our business;

● results and a comparable discussion of our consolidated and segment results of operations for the three months ended March 31, 2019 and 2018;

● a discussion of our liquidity and capital resources, including future capital and contractual commitments and potential funding sources; and

● a review of our critical accounting policies.

Financial Presentation

Description of Certain Line Items

Tour revenues

Tour revenues consist of the following:

● Guest ticket revenues recognized from the sale of guest tickets; and

● Other tour revenues from the sale of pre- or post-expedition excursions, hotel accommodations, air transportation to and from the ships, goods and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees.

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Cost of tours

Cost of tours includes the following:

● Direct costs associated with revenues, including cost of pre- or post-expedition excursions, hotel accommodations, and land-based expeditions, air and other transportation expenses, and cost of goods and services rendered onboard;

● Payroll costs and related expenses for shipboard and expedition personnel;

● Food costs for guests and crew, including complimentary food and beverage amenities for guests;

● Fuel costs and related costs of delivery, storage and safe disposal of waste; and

● Other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance, and charter hire costs.

Selling and marketing

Selling and marketing expenses include commissions, royalties and a broad range of advertising and promotional expenses.

General and administrative

General and administrative expenses include the cost of shoreside vessel support, reservations and other administrative functions, including salaries and related benefits, credit card commissions, professional fees and rent.

Operational and Financial Metrics

We use a variety of operational and financial metrics, including non-GAAP financial measures, such as Adjusted EBITDA, Net Yields, Occupancy and Net Cruise Costs, to enable us to analyze our performance and financial condition. We utilize these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of performance. Some of these measures are commonly used in the cruise and tourism industry to evaluate performance. We believe these non-GAAP measures provide expanded insight to assess revenue and cost performance, in addition to the standard GAAP-based financial measures. There are no specific rules or regulations for determining non-GAAP measures, and as such, they may not be comparable to measures used by other companies within the industry.

The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. You should read this discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and the related notes thereto also included within.

Adjusted EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, other income (expense), income tax (expense) benefit, (gain) loss on foreign currency, (gain) loss on transfer of assets, reorganization costs, and other supplemental adjustments. Other supplemental adjustments include certain non-operating items such as stock-based compensation, executive severance costs, the National Geographic fee amortization, debt refinancing costs and acquisition-related expenses. The Company believes Adjusted EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of the business, such as sales growth, operating costs, selling and administrative expense, and other operating income and expense. The Company believes Adjusted EBITDA helps provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of the Company’s financial performance and prospects for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements, such as unearned passenger revenues, capital expenditures and related depreciation, principal and interest payments, and tax payments. The Company’s use of Adjusted EBITDA may not be comparable to other companies within the industry.

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The following metrics apply to our Lindblad segment:

Adjusted Net Cruise Cost represents Net Cruise Cost adjusted for Non-GAAP other supplemental adjustments which include certain non-operating items such as stock-based compensation, the National Geographic fee amortization, and acquisition-related expenses.

Available Guest Nights is a measurement of capacity and represents double occupancy per cabin (except single occupancy for a single capacity cabin) multiplied by the number of cruise days for the period. We also record the number of guest nights available on our limited land programs in this definition.

Gross Cruise Cost represents the sum of cost of tours plus, selling and marketing expenses, and general and administrative expenses.

Gross Yield represents tour revenues less insurance proceeds divided by Available Guest Nights.

Guest Nights Sold represents the number of guests carried for the period multiplied by the number of nights sailed within the period.

Maximum Guests is a measure of capacity and represents the maximum number of guests in a period and is based on double occupancy per cabin (except single occupancy for a single capacity cabin).

Net Cruise Cost represents Gross Cruise Cost excluding commissions and certain other direct costs of guest ticket revenues and other tour revenues.

Net Cruise Cost Excluding Fuel represents Net Cruise Cost excluding fuel costs.

Net Revenue represents tour revenues less insurance proceeds, commissions and direct costs of other tour revenues.

Net Yield represents Net Revenue divided by Available Guest Nights.

Number of Guests represents the number of guests that travel with us in a period.

Occupancy is calculated by dividing Guest Nights Sold by Available Guest Nights.

Voyages represent the number of ship expeditions completed during the period.

Foreign Currency Translation

The U.S. dollar is the functional currency in our foreign operations and re-measurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the condensed consolidated statements of operations.

Seasonality

Our tour revenues from the sale of guest tickets are mildly seasonal, historically larger in the first and third quarters. The seasonality of our operating results fluctuates due to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during nonpeak demand periods, in the second and fourth quarters. Our drydock schedules are subject to cost and timing differences from year to year due to the availability of shipyards for certain work, drydock locations based on ship itineraries, operating conditions experienced especially in the polar regions and the applicable regulations of class societies in the maritime industry, which require more extensive reviews periodically. Drydocking impacts operating results by reducing tour revenues and increasing cost of tours. Natural Habitat is a seasonal business, with the majority of its tour revenue recorded in the third and fourth quarters from its summer season departures and polar bear tours.

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Results of Operations - Consolidated

	For the three months ended March 31,
(In thousands)	2019		2018		Change			%
Tour revenues	$	89,654	$	82,410	$	7,244			9	%
Cost of tours		39,017		35,871		3,146			9	%
General and administrative		16,082		15,050		1,032			7	%
Selling and marketing		14,002		12,073		1,929			16	%
Depreciation and amortization		6,188		5,045		1,143			23	%
Operating income	$	14,365	$	14,371	$	(6	)		(0	%)
Net income	$	15,079	$	10,917	$	4,162			38	%
Earnings per share available to common stockholders
Basic	$	0.32	$	0.24	$	0.08
Diluted	$	0.31	$	0.24	$	0.07

Comparison of the Three Months Ended March 31, 2019 to Three Months Ended March 31, 2018 - Consolidated

Tour Revenues

Tour revenues for the three months ended March 31, 2019 increased $7.2 million, or 9%, to $89.7 million compared to $82.4 million for the three months ended March 31, 2018. The Lindblad segment tour revenues increased by $5.6 million, primarily driven by an increase in Available Guest Nights during 2019, mainly due to the addition of the National Geographic Venture to our fleet in the fourth quarter of 2018. At the Natural Habitat segment, tour revenues increased $1.6 million over the prior year period, primarily due to additional departures and an increase in pricing.

Cost of Tours

Total cost of tours for the three months ended March 31, 2019 increased $3.1 million, or 9%, to $39.0 million compared to $35.9 million for the three months ended March 31, 2018. At the Lindblad segment, cost of tours increased $2.6 million, primarily due to incremental costs related to the National Geographic Venture and higher air expense, partially offset by lower drydock and land costs. At the Natural Habitat segment, cost of tours increased $0.5 million, due to additional departures.

General and Administrative

General and administrative expenses for the three months ended March 31, 2019 increased $1.0 million, or 7%, to $16.1 million compared to $15.1 million for the three months ended March 31, 2018. At the Lindblad segment, general and administrative expenses increased $0.2 million over the prior year period due to increased personnel costs and credit card commissions, mostly offset by the absence of the debt refinancing costs incurred in 2018. At the Natural Habitat segment, general and administrative expenses increased $0.8 million, primarily due to an increase in personnel costs.

Selling and Marketing

Selling and marketing expenses for the three months ended March 31, 2019 increased $1.9 million, or 16%, to $14.0 million compared to $12.1 million for the three months ended March 31, 2018. At the Lindblad segment, selling and marketing expenses increased $1.4 million, primarily due to higher advertising spend and increased commission expenses. At the Natural Habitat segment, selling and marketing expenses increased $0.5 million, primarily driven by an increase in advertising expenditures.

21

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended March 31, 2019 increased $1.1 million, or 23%, to $6.2 million, compared to $5.0 million for the three months ended March 31, 2018, primarily due to the addition of the National Geographic Venture to the Lindblad segment in December 2018.

Other Expense

Other expenses, for the three months ended March 31, 2019, decreased $0.8 million to $2.4 million from $3.2 million for the three months ended March 31, 2018, primarily due to the following:

● A $0.7 million gain in foreign currency translation in 2019 compared to a loss of $0.5 million in 2018 due to the strengthening of the U.S dollar in relation to the Canadian dollar and the Euro.

● A $0.3 million increase in interest expense, net to $3.0 million in 2019 due to increased borrowings in related to the debt refinancing in 2018.

Results of Operations – Segments

Selected information for our segments is below. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

	For the three months ended March 31,
(In thousands)	2019		2018		Change			%
Tour revenues:
Lindblad	$	76,038	$	70,453	$	5,585			8	%
Natural Habitat		13,616		11,957		1,659			14	%
Total tour revenues	$	89,654	$	82,410	$	7,244			9	%
Operating Income:
Lindblad	$	13,641	$	13,439	$	202			2	%
Natural Habitat		724		932		(208	)		(22	%)
Total operating income	$	14,365	$	14,371	$	(6	)		(0	%)
Adjusted EBITDA:
Lindblad	$	20,930	$	20,889	$	41			0	%
Natural Habitat		1,118		1,293		(175	)		(14	%)
Total adjusted EBITDA	$	22,048	$	22,182	$	(134	)		(1	%)

Results of Operations – Lindblad Segment

The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and Voyages for the three months ended March 31, 2019 and 2018:

	For the three months ended March 31,
(In thousands)	2019			2018
Available Guest Nights		58,669			53,917
Guest Nights Sold		53,613			48,935
Occupancy		91	%		91	%
Maximum Guests		7,313			6,899
Number of Guests		6,532			6,177
Voyages		93			95

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The following table shows the calculations of Gross Yield and Net Yield for the three months ended March 31, 2019 and 2018. Gross Yield is calculated by dividing Tour Revenues by Available Guest Nights and Net Yield is calculated by dividing Net Revenue by Available Guest Nights:

Calculation of Gross Yield and Net Yield	For the three months ended March 31,
(In thousands, except for Available Guest Nights, Gross and Net Yield)	2019			2018
Guest ticket revenues	$	67,110		$	62,681
Other tour revenue		8,928			7,772
Tour Revenues		76,038			70,453
Less: Commissions		(5,851	)		(5,554	)
Less: Other tour expenses		(5,687	)		(4,118	)
Net Revenue	$	64,500		$	60,781
Available Guest Nights		58,669			53,917
Gross Yield	$	1,296		$	1,307
Net Yield		1,099			1,127

The following table shows the calculations of Gross Cruise Cost per Available Guest Night and Net Cruise Costs per Available Guest Night for the three months ended March 31, 2019 and 2018:

	For the three months ended March 31,
(In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Available Guest Night)	2019			2018
Cost of tours	$	31,321		$	28,680
Plus: Selling and marketing		12,641			11,262
Plus: General and administrative		12,641			12,388
Gross Cruise Cost		56,603			52,330
Less: Commissions		(5,851	)		(5,554	)
Less: Other tour expenses		(5,687	)		(4,118	)
Net Cruise Cost		45,065			42,658
Less: Fuel expense		(2,688	)		(2,110	)
Net Cruise Cost Excluding Fuel		42,377			40,548
Non-GAAP Adjustments:
Stock-based compensation		(753	)		(866	)
National Geographic fee amortization		(727	)		(727	)
Reorganization costs		(15	)		(180	)
Debt refinancing costs		-			(993	)
Adjusted Net Cruise Cost Excluding Fuel	$	40,882		$	37,782
Adjusted Net Cruise Cost	$	43,570		$	39,892
Available Guest Nights		58,669			53,917
Gross Cruise Cost per Available Guest Night	$	965		$	971
Net Cruise Cost per Available Guest Night		768			791
Net Cruise Cost Excluding Fuel per Available Guest Night		722			752
Adjusted Net Cruise Cost Excluding Fuel per Available Guest Night		697			701
Adjusted Net Cruise Cost per Available Guest Night		743			740

Comparison of Three Months Ended March 31, 2019 to Three Months Ended March 31, 2018 at the Lindblad Segment

Tour Revenues

Tour revenues for the three months ended March 31, 2019 increased $5.6 million, or 8%, to $76.0 million compared to $70.5 million for the three months ended March 31, 2018. The increase was driven by higher guest ticket revenue primarily from an increase in Available Guest Nights due to the addition of the National Geographic Venture to our fleet in the fourth quarter of 2018. Net Yields decreased for the three months ended March 31, 2019 to $1,099 compared to $1,127 for the three months ended March 31, 2018 due primarily to itinerary changes. Occupancy rates increased slightly to 91% for the three months ended March 31, 2019 compared to same period a year ago.

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Operating Income

Operating income increased $0.2 million to $13.6 million for the three months ended March 31, 2019 compared to $13.4 million for the three months ended March 31, 2018. The increase was primarily driven by the addition of the National Geographic Venture, as well as lower drydock and land costs, partially offset by increased marketing and personnel costs.

Results of Operations – Natural Habitat Segment

Comparison of Three Months Ended March 31, 2019 to Three Months Ended March 31, 2018

Tour Revenues

Tour revenues for the three months ended March 31, 2019 increased $1.6 million, or 14%, to $13.6 million compared to $12.0 million for the three months ended March 31, 2018, due to additional departures, as well as price increases.

Operating Income

Operating income for the three months ended March 31, 2019 decreased $0.2 million to $0.7 million compared to $0.9 million for the three months ended March 31, 2018, as tour revenue growth was more than offset by higher operating costs related to additional departures, as well as increased personnel and marketing costs to support future growth initiatives.

Adjusted EBITDA – Consolidated

The following table outlines the reconciliation to net income and calculation of consolidated Adjusted EBITDA for the three months ended March 31, 2019 and 2018. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Reconciliation of Net Income to Adjusted EBITDA - Consolidated
	For the three months ended March 31,
(In thousands)	2019			2018
Net income	$	15,079		$	10,917
Interest expense, net		2,989			2,734
Income tax (benefit) expense		(3,066	)		277
Depreciation and amortization		6,188			5,045
(Gain) loss on foreign currency		(656	)		451
Other expense (income), net		19			(8	)
Stock-based compensation		753			866
National Geographic fee amortization		727			727
Reorganization costs		15			180
Debt refinancing costs		-			993
Adjusted EBITDA	$	22,048		$	22,182

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The following tables outline the reconciliation for each segment from operating income to Adjusted EBITDA for the three months ended March 31, 2019 and 2018.

Reconciliation of Operating Income to Adjusted EBITDA - Lindblad Segment
	For the three months ended March 31,
(In thousands)	2019		2018
Operating income	$	13,641	$	13,439
Depreciation and amortization		5,794		4,684
Stock-based compensation		753		866
National Geographic fee amortization		727		727
Reorganization costs		15		180
Debt refinancing costs		-		993
Adjusted EBITDA	$	20,930	$	20,889

Reconciliation of Operating Income to Adjusted EBITDA - Natural Habitat Segment
	For the three months ended March 31,
	2019		2018
Operating income	$	724	$	932
Depreciation and amortization		394		361
Adjusted EBITDA	$	1,118	$	1,293

Liquidity and Capital Resources

Sources and Uses of Cash for the Three Months Ended March 31, 2019 and 2018

 Net cash provided by operating activities was $15.3 million in 2019 compared to $10.5 million in 2018. The $4.8 million increase was primarily due to improved operating results.

Net cash used in investing activities was $35.1 million in 2019 compared to $14.5 million in 2018. The $20.6 million increase was due to an increase in purchases of property and equipment primarily related to the polar ice-class vessels.

Net cash used by financing activities was $1.7 million in 2019 compared to net cash provided by financing activities of $18.0 million in 2018. The $19.8 million decrease in cash provided was primarily due to the 2018 refinancing of our credit facility, which was partially offset by the $171.1 million repayment of the previous senior debt, payment of $6.5 million in deferred financing costs and $5.0 million of stock repurchases.

Funding Sources

Debt Facilities 

Revolving Credit Facility

Our Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), provides a $200.0 million senior secured first lien term loan facility (the “Term Facility”), maturing March 2025, and 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 Term Facility bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of 3.50%. During the second quarter of 2018, we entered into interest rate cap agreements to hedge our exposure to interest rate movements and manage our interest rate expense related to the Term Facility.

Senior Secured Credit Agreement

Our senior secured credit agreement (the “Export Credit Agreement”) makes available 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 our new polar ice class vessel, the National Geographic Endurance, targeted to be completed in January 2020. If drawn upon, the loan will be made at the time of delivery of the vessel. The Export Credit Agreement, at our election, 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 Amended Credit Agreement and the Export Credit Agreement contains financial and restrictive covenants. As of March 31, 2019, we were in compliance with our covenants.

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 Funding Needs

We generally rely on a combination of cash flows provided by operations and the incurrence of additional debt to fund obligations. A vast majority of guest ticket receipts are collected in advance of the applicable expedition date. These advance passenger receipts remain a current liability until the expedition date and the cash generated from these advance receipts is used interchangeably with cash on hand from other cash from operations. The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down credit facilities, make long-term investments or any other use of cash. As of March 31, 2019 and December 31, 2018, we had a working capital deficit of $28.3 million and $9.3 million, respectively. As of March 31, 2019 and December 31, 2018, we had $70.1 million and $113.4 million, respectively, in cash and cash equivalents, excluding restricted cash.

Our 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 us to purchase from time to time our 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 our 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 three months ended March 31, 2019, we repurchased 1,895 shares of common stock for approximately $23,000. We have cumulatively repurchased 866,701 shares of common stock for $8.2 million and 6,011,926 warrants for $14.7 million, since plan inception. The balance for the Repurchase Plan was $12.1 million as of March 31, 2019.

In 2017, we executed a contract with Ulstein Verft to build a polar ice class vessel, the National Geographic Endurance, targeted to be competed in January 2020, with a total purchase price of 1,066.0 million Norwegian Kroner. Subsequently, we exercised our right to make payments in United States Dollars, which resulted in a purchase price of $134.6 million, including hedging costs. The first twenty percent of the purchase price was paid shortly after execution of the contract with the remaining eighty percent due upon delivery and acceptance of the vessel. The remaining purchase price of the ship will be funded through a combination of cash available on our balance sheet, our Export Credit Agreement, our revolving credit facility and excess cash flows generated by our existing operations.

In February 2019, we entered into an agreement with Ulstein Verft to construct a second polar ice-class vessel, a sister ship of the National Geographic Endurance, with a total purchase price of 1,291.0 million Norwegian Kroner (NOK). During March 2019, we entered into foreign exchange forward contract hedges to lock in a purchase price of $153.5 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. The purchase price is due in installments, with the first 20% paid shortly after execution of the agreement, 50% to be paid over the duration of the build and the final 30% due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in September 2021. On April 8, 2019, we entered into a senior secured credit agreement (the “Second Export Credit Agreement”) to make available to us, at our option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $122.8 million for the purpose of providing pre- and post- delivery financing for up to 80% of the purchase price of our second new polar ice-class vessel.

The 2019 agreement to construct the polar ice class vessel created a material change in our future obligations from those reported in our 2018 Annual Report. The additional related obligations as of March 31, 2019 are as follows:

(In thousands)	Total		Current		1-2 years
New polar ice class vessel	$	123,303	$	30,453	$	92,850

As of March 31, 2019, we had approximately $201.0 million in long-term debt obligations, including the current portion of long-term debt. We believe that our cash on hand, our revolving credit facility, our senior secured credit agreements and expected future operating cash inflows will be sufficient to fund operations, debt service requirements, capital expenditures for our newbuilds and other assets, acquisitions, and our Repurchase Plan. However, there can be no assurance that cash flows from operations will be available in the future to fund future obligations.

Off-Balance Sheet Arrangements

In 2018, the Company entered into an Export Credit Agreement as described above.

Critical Accounting Policies

For a detailed discussion of the Critical Accounting Policies, please see the Company’s 2018 Annual Report.

26

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risks from the information set forth in the “Quantitative and Qualitative Disclosures About Market Risk” sections contained in our 2018 Annual Report, with the exception of foreign currency denominated agreement for the construction of our polar ice class vessel and the foreign exchange forward contracts that we entered into and designated as a cash flow hedge for the purchase of the contracted polar ice class vessel targeted to be delivered in September 2021.

We are exposed to a market risk for interest rates related to our variable rate debt. We assess our market risks based on changes in interest rates utilizing a sensitivity analysis that measures the potential impact on earnings and cash flows based on a hypothetical 1.0% change (increase and decrease) in interest rates. For additional information regarding our long-term borrowings see Note 5 to our Condensed Consolidated Financial Statements. As of March 31, 2019, we had interest rate cap agreements to hedge a portion of our exposure to interest rate movements of our variable rate debt and to manage our interest expense. The notional amount of outstanding debt associated with interest rate cap agreements as of March 31, 2019 was $100.0 million. Based on our March 31, 2019 outstanding variable rate debt balance, a hypothetical 1.0% change in the six-month LIBOR interest rates would impact our annual interest expense by approximately $1.0 million.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the quarter ended March 31, 2019, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part 2. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company is involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business. We have protection and indemnity insurance that would be expected to cover any damages.

ITEM 1A. RISK FACTORS

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. The risks and uncertainties that we believe are most important for you to consider are discussed under the heading “Risk Factors” in the 2018 Annual Report filed on February 28, 2019.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales by the Company of Unregistered Securities

There were no unregistered sales of equity securities during the quarter ended March 31, 2019.

27

Repurchases of Securities

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. During the three months ended March 31, 2019, we repurchased 1,895 shares of common stock for approximately $23,000. We have cumulatively repurchased 866,701 shares of common stock for $8.2 million and 6,011,926 warrants for $14.7 million, since plan inception. The balance for the Repurchase Plan was $12.1 million as of March 31, 2019.

The following table represents information with respect to shares of common stock repurchased under the Repurchase Plan as well as shares withheld from vesting of stock-based compensation awards for employee income taxes, for the periods indicated:

Period	Total number of shares purchased		Average price paid per share		Dollar value of shares purchased as part of publicly announced plans or programs		Maximum dollar value of warrants and shares that may be purchased under approved plans or programs
January 1 through January 31, 2019(a)		74,659	$	12.95	$	22,721	$	12,102,046
February 1 through February 28, 2019		-		-		-		12,102,046
March 1 through March 31, 2019(b)		14,565		15.25		-		12,102,046
Total		89,224				22,721

__________

(a)	Includes 72,764 shares withheld from vesting’s of stock-based compensation awards for employee income tax withholding and 1.895 shares repurchased under the Repurchase Plan.
(b)	Amount relates to shares withheld from vesting's of stock-based compensation awards for employee income tax withholding.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. Other information

Not applicable

28

Item 6. exhibits

Number		Description	Included	Form	Filing Date
10.1		Shipbuilding Contract, dated February 25, 2019, between Ulstein Verft AS and Lindblad Maritime Enterprises, Ltd. ††	Herewith
10.2		Senior Secured Credit Agreement, dated April 8, 2019, among the Company and Lindblad Bluewater II Limited with Citibank, N.A. and Eksportkreditt Norge AS.	Herewith
31.1		Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.	Herewith
31.2		Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.	Herewith
32.1		Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herewith
32.2		Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herewith
101.INS		XBRL Instance Document	Herewith
101.SCH		XBRL Taxonomy extension schema document	Herewith
101.CAL		XBRL Taxonomy extension calculation link base document	Herewith
101.LAB		XBRL Taxonomy extension label link base document	Herewith
101.PRE		XBRL Taxonomy extension presentation link base document	Herewith
101.DEF		XBRL Taxonomy Extension Definition Link base	Herewith
††	Certain portions of the exhibit have been omitted pursuant to Regulation S-K Item 601(b) because it is both (i) not material to investors and (ii) likely to cause competitive harm to the Company if publicly disclosed.

29

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 2, 2019.

LINDBLAD EXPEDITIONS HOLDINGS, INC.
(Registrant)
By	/s/ Sven-Olof Lindblad
	Sven-Olof Lindblad
	Chief Executive Officer and President

30

EX-31.1

Exhibit 31.1

Certification

I, Sven-Olof Lindblad, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Lindblad Expeditions Holdings, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as identified in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 2, 2019

/s/ Sven-Olof Lindblad

Sven-Olof Lindblad

Chief Executive Officer and President

EX-31.2

Exhibit 31.2

Certification

I, Craig I. Felenstein, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Lindblad Expeditions Holdings, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as identified in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 2, 2019

/s/ Craig I. Felenstein

Craig I. Felenstein

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO Pursuant To

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2019 of Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Company”), as filed with the Securities and Exchange commission on the date hereof (the “Report”), I, Sven-Olof Lindblad, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 2, 2019
	/s/ Sven-Olof Lindblad
	Sven-Olof Lindblad
	Chief Executive Officer and President

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of CFO Pursuant To

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2019 of Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Company”), as filed with the Securities and Exchange commission on the date hereof (the “Report”), I, Craig I. Felenstein, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 2, 2019
	/s/ Craig I. Felenstein
	Craig I. Felenstein
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-10.1

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

SHIPBUILDING CONTRACT

BETWEEN

ULSTEIN VERFT AS
(AS “BUILDER”)

AND

LINDBLAD MARITIME ENTERPRISES, LTD
(AS “BUYER”)

FOR

ONE ULSTEIN® CX104 Exploration Cruise Vessel
BUILDER’S HULL NO: 316

CONDITIONS OF CONTRACT	3
PREAMBLE	3
ARTICLE I                                                DEFINITIONS	4
ARTICLE II                                               THE VESSEL, DESCRIPTION AND CLASS	8
ARTICLE III                                              PRICE AND PAYMENT TERMS	14
ARTICLE IV                                              ADJUSTMENT OF CONTRACT PRICE -
CANCELLATION BY THE BUYER	18
ARTICLE V                                               APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING
CONSTRUCTION	24
ARTICLE VI                                              MODIFICATIONS AND CHANGES	28
ARTICLE VII                                             TEST AND TRIALS	30
ARTICLE VIII                                           DELIVERY DATE AND DELIVERY	33
ARTICLE IX                                              DELAYS AND EXTENSION OF TIME FOR DELIVERY (PERMISSIBLE DELAY, FORCE
MAJEURE)	35
ARTICLE X                                                WARRANTY OF QUALITY	37
ARTICLE XI                                              OWNERSHIP, RISK AND INSURANCE	42
ARTICLE XII                                             DEFAULT PROVISIONS	45
ARTICLE XIII                                            ASSIGNMENT	47
ARTICLE XIV                                           TAXES AND DUTIES	48
ARTICLE XV                                            PATENTS, TRADEMARKS, COPYRIGHTS	49
ARTICLE XVI                                           BUYER’S SUPPLIES	51
ARTICLE XVII                                          NOTICES	53
ARTICLE XVIII                                         ENTIRE CONTRACT & INTERPRETATION	54
ARTICLE XIX                                            GOVERNING LAW, DISPUTE AND
ARBITRATION	55
ARTICLE XX                                             INTENTIONALLY OMITTED	57
ARTICLE XXI                                            ADDITIONAL TERMS	58

CONDITIONS OF CONTRACT

PREAMBLE

THIS CONTRACT is made this 25 day of February, 2019 by and between:

Ulstein Verft AS (business org. no. 912 447 561), a company organised and existing under the laws of Norway, having its principal office at Osneset, N-6065 Ulsteinvik, Norway, (hereinafter called the “Builder”) and

Lindblad Maritime Enterprises, Ltd (business org. no. CT-185923), a company organised and existing under the laws of the Caytnan Islands, having an office at 96 Morton Street, New York, New York (hereinafter called the “Buyer”).

WHEREBY

In consideration of the mutual covenants herein contained, the Builder agrees to design, build, launch, equip, complete, sell and deliver to the Buyer at the Builder’s Shipyard the “Vessel” as hereinafter described; and the Buyer agrees to purchase the “Vessel”, take delivery and pay for it;

all in accordance with the terms hereinafter set forth.

ARTICLE I.     DEFINITIONS

In this CONTRACT the following words shall have the meaning set out herein below:

“Affiliate(s)”	means in relation to any party; any company, corporation or other legal entity, which directly or indirectly: (a) is controlled by such party; or (b) controls such party; or (c) is under common control with such party. For the purposes of this definition a company is directly controlled by another company if such other company holds shares, quotas or voting rights, carrying in the aggregate fifty per cent (50%) or more of the votes exercisable at shareholder meetings
“Banking Days”	days where banks are open for business in: Norway and the United States
“Builder”	the company referred to as “Builder” in the preamble, inclusive of its servants and employees
“Buyer” “Buyers”	the company referred to as “Buyer” in the preamble, inclusive of its servants and employees
“Supplies”	any item, equipment, stores or services ordered directly by the Buyer from the manufacturer or supplier, which shall not be supplied and/or paid for by the Builder in accordance with the terms of the Contract
“Classification Society” or “Class”	the Classification Society referred to in Article II, clause 3
“Conditions of Contract”	means the Preamble and Articles Ito Articles XXI of this Contract
“Contract”	the Conditions of Contract, the Specifications and Drawings (attached as Appendix III hereto) and the other Appendices attached hereto, and any amendments thereto (if in writing and signed by Builder and Buyer)
“Contract Deadweight”	the weight set out in Article 2, clause 2
“Contract Delivery Date”	the date set out in Article VIII, clause I
“Contract Price”	the Original Contract Price as set out in Article HI, clause I, as may be adjusted in accordance with the terms of the Contract

“Date of Contract”	the date specified in the preamble to this Contract, regardless of whether the Contract actually is effective on this date or whether the Contract is signed subject to conditions to be fulfilled
“Deadweight”	difference between (i) displacement of the Vessel at its design draft draught at even keel and (ii) Lightweight
“Defect”	any deficiency or non-conformity in the design, construction, material and/or workmanship of the Vessel (excluding always any Buyer’s Supplies) for which the Builder and/or the Builder’s Subcontractors are liable.
“Delivery and Acceptance”	the delivery of the Vessel from the Builder to the Buyer and acceptance thereof by the Buyer in accordance with Article VIII, clause 2
“Delivery Date”	Contract Delivery Date as set out in Article VIII, clause 1, as may be adjusted for Net Delay and/or otherwise in accordance with the provisions of the Contract
“Drawings”	the plans and drawings listed in Appendix III hereto
“Financial Liability”	the total amount paid, payable, credited or to be credited by or on behalf of the Builder to the Buyer directly, or for the benefit of the Buyer, including but not limited to the specified liquidated damages in Article IV and any other monetary or financial liability the Builder may have to the Buyer, whether such liability is known or unknown to the parties at the date of the Contract, as per the final paragraph of the introductory wording of Article IV and subject to the exclusions stated therein.
“Flag State”	the State referred to in Article II, clause 5
“Force Majeure Delay”	a delay caused by Force Majeure, which according to Article IX constitutes Permissible Delay
“Gross Negligence”	a negligent act or negligent failure to act, which act or omission would reasonably be perceived as entailing an extreme degree of risk of injury to a person or physical loss of or damage to property (considering the probability and magnitude of the potential injury, loss or damage), coupled with indifference to such extreme risk
“Guarantee Period”	a period of 12 months from the earlier of i) the Delivery and Acceptance of the Vessel, or ii) the date falling five (5) days after the Builder rightfully has tendered notice that the Vessel is ready for delivery in accordance with Article VII, clause 4 and Article VIII, clause 2, or iii) such other period as may be mutually agreed between the Buyer and the Builder

“Intellectual Property Rights”	all copyright, trade mark, patent or similar rights
“Lightweight”	the weight of the Vessel, fully completed and equipped, ready for normal operations, with zero (0) metric tonnes of Buyer’s Supplies and without consumables, crew, and bunkers, as determined by customary inclining experiment
“Maker’s List”	an agreed list of potential Subcontractors approved for equipment, machinery or services (as identified with respect to each such supplier) included in the Specifications
“Net Delay”	the actual delay in the construction of the Vessel determined as set forth in Article IX, clause 4
“Original Contract Price”	the price stipulated in Article III, clause I
“Permissible Delay”	all delays, inclusive of Force Majeure Delay, causing delay in delivery of the Vessel which according to the terms of the Contract permit postponement of the Delivery Date
“Regulatory Bodies”	the relevant authorities imposing rules and regulations with which the construction and delivery of the Vessel must comply, as specified in this Contract, including the authorities of the Flag State together with other authorities set out in the Specifications
“Representative”	a person or persons authorised by the Buyer as set forth in Article V, clause 2
“Specifications”	the specifications included in Appendix III hereto
“Subcontractor”	any person (not being a servant or employee of the Builder) or company, with whom the Builder has entered into, or will enter into a contract for the design, construction, manufacture or supply of any item, equipment, work or service for the Vessel
“Vessel”	the vessel described in Article IL
“Working Day”	a day when work is normally performed in the country of tha Builder’s Shipyard as referred to in Article II, clause 1
“Hull no. 312”	A vessel to be designed, built, launched, equipped, completed by the Builder and sold and delivered to the Buyer pursuant to a

shipbuilding contract entered into between the Buyer and the Builder on 1st November 2017, bearing the Builder’s hull no. 312.

ARTICLE II. THE VESSEL, DESCRIPTION AND CLASS

1.     Description

The Vessel shall be built (subject to sub-contracting as permitted hereunder) at the Builder’s yard in Ulsteinvik (the “Builder’s Shipyard”), and shall have the Builder’s Hull No. 316, and be designed, constructed, equipped, completed and delivered by the Builder in accordance with the provisions of this Contract.

Subject to differences expressly provided for in this Contract, the Vessel shall be designed and built as an identical vessel to Hull no. 312 (with reuse of documentation for Hull no. 312) in accordance with:

(1) the building specification for Hull no. 312 at Appendix III hereto;

(2) documents and drawings for Hull no. 312 uploaded in Synergi Project Exchange-web as agreed between the Builder and the Buyer,

in each of the above cases (1) and (2) as amended by:

(A) Appendix IV to this Contract providing for fabrication and installation of spray rails (as Builder work-scope);

(B)the following Change Orders:

(i)Change Order No.1 to Hull no. 312 signed 09.01.2019;

(ii)Change Order No.2 to Hull no. 312 signed 09.01.2019;

(iii)Change Order No.3 to Hull no. 312 signed 09.01.2019;

(iv)Change Order No.4 to Hull no. 312 signed 09.01.2019;

(v)Change Order No.5 to Hull no. 312 signed 21.01.2019;

(vi)Change Order No.6 to Hull no. 312 signed 01.02.2019;

(vii)Change Order No.7 to Hull no. 312 signed 15.02.2019;

(Change Orders Nos. 1-7 above being referred to as the “Incorporated Change Orders”); and

(C)items recorded as agreed by the Builder and the Buyer in the following minutes of meetings signed on behalf of the Builder and the Buyer:

(i)Minutes from Owners meeting no I from 26.01.2018;

(ii)Minutes from Owners meeting no 2 from 20.04.2018;

(iii)Minutes from Owners meeting no 3 from 08.04.2018;

(iv)Minutes from Owners meeting no 4 from 22.05.2018;

(v)Minutes from Owners meeting no 5 from 12,06.2018;

(vi)Minutes from Owners meeting no 6 from 26.06.2018;

(vii)Minutes from Owners meeting no 7 from 15.08.2018;

(viii)Minutes from Owners meeting no 8 from 03.09.2018;

(ix)Minutes from Owners meeting no 9 from 19.09.2018;

(x)Minutes from Owners meeting no 10 from 10.10.2018;

(xi)Minutes from Owners meeting no 11 from 13.11.2018;

(xii)Minutes from Owners meeting no 12 from 12.12.2018;

(xiii)Minutes from Owners meeting no 13 from 13.12.2018;

(xiv)Minutes from Owners meeting no 14 from 30.01.2019;

(such items in the Minutes of Meetings dated 26.01.2018 30.01.2019 above being referred to as the “Incorporated Minutes of Meeting”).

It is expressly acknowledged that the Contract Price, Contract Delivery Date, main dimensions and characteristics and guaranteed performance criteria for the Vessel expressly stated in these Conditions of Contract take account of the Incorporated Change Orders and Appendix IV to this Contract.

In the event of inconsistency between the Conditions of Contract and the Specifications arid/or the Drawings, the Conditions of Contract shall prevail. In the event of inconsistency between the Specifications and the Drawings, the Specifications shall prevail. In case of inconsistency between any of the Drawings, the later in date shall prevail.

In the event of inconsistency between Appendix IV to this Contract, the Incorporated Change Orders, the Incorporated Minutes of Meeting and the Specifications, Appendix IV to this Contract shall prevail. In the event of inconsistency between the Incorporated Change Orders, the Incorporated Minutes of Meeting and the Specifications, the Incorporated Change Orders shall prevail. In the event of inconsistency between the Incorporated Minutes of Meeting and the Specifications, the Incorporated Minutes of Meeting shall prevail. In case of inconsistency between any of the Incorporated Change Orders or between any of the Incorporated Minutes of Meeting, the later in date shall prevail.

The Vessel shall be designed and built in accordance with first class shipbuilding practice in Western Europe for new vessels of similar type and characteristics as the Vessel.

Subject to Article VI to this Contract, the Buyer will have customary flexibility to change colours and materials in the public spaces and signage (provided that the products are of the same or no better standard or complexity).

The Builder agrees to undertake an initial stability feasibility study in relation to a possible installation of a submarine handling and storage capability on the Vessel and will report to the Buyer the outcome of such study by 31 March 2019. Ihe initial stability feasibility study included in the Contract Price under this Contract is limited to a total of 37,5 hours to be performed by the Builder’s Subcontractor Ulstein Design & Solutions AS and shall result in an initial recommendation to the Buyer on whether or not one or more of the four alternative solutions as indicated in Appendix IX are recommendable for the Vessel and a high level price indication which would be applicable if such recommendation was to be adopted. If following such recommendation the Buyer wishes to proceed with these works, the Buyer shall submit a request for a modification accordingly under Article VI of this Contract and such request shall be addressed in accordance with the procedures set out in Article VI. For the avoidance of doubt, the Builder shall neither be obliged to offer nor perform installation of a submarine handling and storage capability on the Vessel in the event such installation on the Vessel (i) will have a negative impact on the Vessel’s overall stability, and/or other critical parameters of the Vessel; and/or (ii) will imply that the Vessel will no longer be designed and built, subject to differences expressly provided for in this Contract, as an identical vessel to Hull no. 312, so that documentation for Hull no. 312 which would otherwise have been reused for the Vessel will

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

have to be changed for the Vessel; and/or (iii) will adversely affect the Builder’s other commitments.

2.     Main Dimensions and Characteristics

Main dimensions
Overall length: approx.	[*]
Loadline length approx.	[*]
Breadth modded: approx.	[*]
Depth moulded to uppermost deck: approx	[*]
Draught max: approx	[*]
Design draft, moulded: approx	[*]

Deadweight:

The Vessel’s Contract Deadweight shall be [*] on [*] draft moulded and a density of sea water of [*]. The Contract Deadweight shall include fuel, provisions, stores, freshwater, crew and passengers in addition to spare parts in excess of the requirements of Class.

Propulsion machinery:

Type: [*]

Max. [*]

Speed:

The mean speed of the Vessel in trials with propulsion motor output of [*] shall be at least [*] in two opposite direction double runs corrected to the following conditions:

- design draught of [*]

- even keel or small trim

- clean bottom

- calm weather (wind speed 0 m/s and sea not exceeding State 2)

- deep water

- no current

- sea water temperature +15 °C

- fin stabilizers housed

- bow thrusters to have grids

- propulsion motor control in normal sea operation control mode

- ship steering by autopilot

The speed determination to be based on the Builder’s trial trip measured results. The ambient seawater temperature is to be corrected to 15 °C / density 1.025 and the opposite speed runs are to be averaged according to the latest ITTC guidelines. Wave and wind corrections are to be based on normal well known and accepted methods. Explanatory notes to the standards for ship manouverability — MSC Circ. 1053.

Fuel consumption:

The brake specific fuel consumption for constant speed [*] for each of the two (2) [*] as measured by the-test cell power measurement system with a [*] accuracy tolerance as further set forth in Appendix VII, shall not exceed [*]. The fuel consumption test procedure calculations as measured for an E2 duty cycle shall be performed following testing in the [*] test cell as further set out in Appendix VII.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

The brake specific fuel consumption for constant speed [*] for each of the two (2) [*] as measured by the test cell power measurement system with a [*] accuracy tolerance as further set out in Appendix VII, shall not exceed [*]. The fuel consumption test procedure calculations as measured for an E2 duty cycle shall be performed following testing in the [*] test cell, as further set out in Appendix VII.

On basis of the figures above as well as figures from [*], the estimated fuel consumption of the Vessel is indicated in Appendix VIII.

Passenger and crew cabins

The Vessel shall be designed for the accommodation of 126 passengers, 112 crew (including expedition crew, lecturers, helicopter crew and pilots) and 22 extra guests (guests of crew with space for guests), as per the Specifications.

General:

The further details of the above main particulars, as well as definitions and methods of measurement and calculation shall be as described in the Specification.

3.     Classification, Rules and Regulations

The Vessel, including its machinery, equipment and outfittings shall be designed and constructed in accordance with the rules and regulations of DNV•GL (the Classification Society) in force or published on or before the date of contract for Hull no. 312 and which are mandatory for Hull no. 312 with the additional requirements set out in GAP analysis from the Classification Society dated 13.02.2019 attached as Appendix VI, with the Class notations set out below:

1A  , Passenger Ship, ECO, NAUT(AW), PC(5), Clean Design, BWM(T), Recyclable, COMF-V(1), COMF-C(1), V1BR, Silent(E), BIS, LCS(DC)

Notwithstanding the above, for crew accommodation the following Class notations shall apply: COMF-V(3), COMF-C(3)

For passenger accommodation the Class notations COMF-V(1) and COMF-C(1) shall apply as follows:

●   Large Balcony Suites and Balcony Suites on Deck 7 and Single Balcony Suites on Deck 5 and 6 to be considered as “Passenger top grade cabins”.

●   Remaining suites to be considered as “Passenger cabins, standard”.

The Vessel shall further comply with the applicable rules, regulations and requirements of the Regulatory Bodies of Bahamas (the Flag State) in force on or before the date of keel-laying of the Vessel as set out in the GAP analysis from the Classification Society attached as Appendix VI and in the Specification, chapter and which are mandatory for the Vessel.

The Vessel to be constructed under special survey of the Classification Society, and Builder to arrange for a surveyor of the Classification Society to be assigned to Builder’s Shipyard (and as needed the Hull Subcontractor’s shipyard and the Superstructure Subcontractor’s shipyard) for supervision of the construction. The Classification Society’s decision as to compliance or non-

compliance with the classification rules and regulations shall be final and binding upon both parties.

All fees and charges in respect of compliance with Class and the rules, regulation and requirements of the Class or Regulatory Bodies referred to above shall be for the account of the Builder.

4.     Subcontracting

The Builder may subcontract the fabrication and assembly of the Vessel’s hull plus the joinder of the Vessel’s superstructure to the hull to Crist SA (the “Hull Subcontractor”) but, save where the Builder obtains the Buyer’s prior written consent, not to any other Subcontractor. Works subcontracted by the Builder to the Hull Subcontractor shall be undertaken at its shipyard in Gdynia, Poland.

The Builder may also subcontract the fabrication and assembly of the Vessel’s superstructure to Western Baitija Shipbuilding (the “Superstructure Subcontractor) but, save where the Builder obtains the Buyer’s prior written consent, not to any other Subcontractor. Works subcontracted by the Builder to the Superstructure Subcontractor shall be undertaken at its shipyard in Klaipeda, Lithuania.

Final outfitting and delivery of the Vessel shall be undertaken at the Builder’s Shipyard.

Subject to the above:

(a) with regard to those items or works listed in the “Maker’s List”, the Builder may also, at its sole discretion and responsibility, subcontract the relevant item or work to the Subcontractors in the “Maker’s List” which were selected for the corresponding item or work for Hull no.312 or which are otherwise agreed in writing between Buyer and Builder, subject to compliance with any requirement on the Specifications; and

(b) with regard to other items or works, the Builder may, without interference from the Buyer, freely choose its Subcontractors, but the Builder shall in ample time notify the Buyer in writing before placing major orders for equipment or services with Subcontractors, and shall give reasonable consideration to Buyer’s request.

The Builder shall remain fully liable for the due performance by Subcontractors as if done by the Builder at the Builder’s Shipyard.

5.     Certificates and Registration

The Builder shall provide, deliver and pay for all certificates specified in this Contract, including the Specifications, as further set out in the Contract, together with all documents reasonably required by the Buyer or necessary for the registration of the Vessel in the Commonwealth of the Bahamas (Flag State). The Vessel shall be registered by the Buyer at its own cost and expense after the Delivery and Acceptance. The Buyer may choose another flag during the construction, provided the Buyer bears all costs of any such change of flag, including costs related to changes in markings of the Vessel and compliance with other requirements by the Regulatory Bodies of such new flag state.

ARTICLE III.     [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

ARTICLE III PRICE AND PAYMENT TERMS

1.     Original Contract Price

The Original Contract Price is NOK One Billion Two Hundred and Ninety Million Nine Hundred and Fifty Thousand (1,290,950,000).

Further, the Contract Price of the Vessel includes an aggregate lump sum for the items described in Appendix V of [*].

In the event the actual price of the items described in Appendix V exceeds the sum set out in Appendix V, the Contract Price shall be adjusted by way of an increase in the instalment of the Contract Price payable on Delivery and Acceptance of the Vessel in an amount corresponding to such excess.

In the event the actual price of the items described in Appendix V is less than the sum set out in Appendix V, the Contract Price shall be adjusted by way of a reduction in the instalment of the Contract Price payable on Delivery and Acceptance of the Vessel in an amount corresponding to such shortfall.

The actual price of the items described in Appendix V shall be the determined by reference to the price paid by the Builder without any mark-up. Lump sum management and other related costs are deemed included in the fixed element of the Contract Price.

2.     Terms and Method of Payment

The Original Contract Price shall, subject to notices being given under this Article III, clause 4, be paid in instalments as follows:

(a)     1st Instalment:

The sum of NOK. Two Hundred and Fifty Eight Million One Hundred and Ninety Thousand (258,190,000) (20% of the Contract Price) shall be paid by the Buyer to the Builder latest within five (5) Banking Days after effectiveness of the Contract.

(b)     2nd Instalment:

The sum of NOK Two Hundred and Fifty Eight Million One Hundred and Ninety Thousand (258,190,000) (20% of the Contract Price) shall be paid by the Buyer to the Builder latest within five (5) Banking Days after the later of (i) the keel laying of the hull of the Vessel and (ii) 1st September 2019.

(c)     3rd Instalment:

The sum of NOK Two Hundred and Fifty Eight Million One Hundred and Ninety Thousand (258,190,000) (20% of the Contract Price) shall be paid by the Buyer to the Builder latest lst April 2020.

(d)     4th Instalment:

The sum of NOK One Hundred and Twenty Nine Million and Ninety Five Thousand (129,095,000) (10% of the Contract Price) shall be paid by the Buyer to the Builder latest 1st April 2021.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

(e)     Instalment on Delivery and Acceptance:

The sum of NOK Three Hundred and Eighty Seven Million Two Hundred and Eighty Five Thousand (387,285,000) (30% of the Contract Price) plus any increase or minus any decrease due to adjustments of the Contract Price hereunder, shall, subject to the other provisions of the Contract, be paid upon Delivery and Acceptance of the Vessel, but in no circumstances later than [*] after the Builder has validly tendered notice that the Vessel is ready for delivery in accordance with Article VII, clause 4 (unless Buyer has validly rejected the Vessel and Article VII, clause 4(d) has not become effective).

3. All instalments (net of any bank or transfer charges) shall be remitted to DNB ASA, Builder’s account no [*].

4. The instalments due under clause 2(a) (d) respectively shall not fall due until [*] after Buyer’s receipt of the corresponding refund guarantees pursuant to clause 5 (a) plus the invoice for the respective instalment.

The instalment under clause 2 (e) shall under no circumstances fall due [*] from Buyer’s receipt of written notice from the Builder, accompanied by an invoice for the amount payable. Notice of the instalment payable on Delivery and Acceptance shall include notice of adjustments, if any.

5.     The following security shall be provided:

(a) the Buyer’s obligation to pay the instalments due under clause 2 (a) — (d) respectively shall be subject to the Builder first providing the Buyer at least [*] before the relevant instalments fall due with corresponding refund guarantees from DNB Bank ASA or another financial institution acceptable to the Buyer (such acceptance not to be unreasonably withheld) (and, if a bank, with a long term credit rating not lower than BBB with Standard & Poor’s or equivalent rating at Moody’s) on terms set out in Appendix II, securing the repayment obligation of the Builder of the relevant instalment plus interest if the Contract is lawfully cancelled by the Buyer. Failure by the Builder to issue the refund guarantee or other security satisfactory to the Buyer for the 1st Instalment at the latest within [*] shall entitle the Buyer to cancel this Contract.

(b) Upon signing of the Contract, the Buyer shall provide to the Builder a corporate guarantee from Lindblad Expeditions Holdings, Inc. on terms set out in Appendix I, securing the payment by the Buyer of the instalments due under clause 2 (a) — (e). Failure by the Buyer to issue a corporate guarantee as set out herein shall entitle the Builder to cancel this Contract and claim compensation for its losses.

(c)     On or before [*], the Buyer shall provide to the Builder either (i) a confirmation letter issued by the Buyer’s bank, in form and substance satisfactory to the Builder, confirming the Buyer’s committed long term financing of the Vessel, i.e. that the loan facility extended to the Buyer will be extended (has been agreed and committed) to cover the instalments due under clause 2 (a) — (e), and stating that the loan facility shall not be available for any purpose other than financing the construction of the Vessel (or refunding (by dividend or otherwise) instalments paid by Buyer or its affiliates under this Contract with funds not borrowed under the loan facility) (hereafter the “Confirmation Letter”); or (ii) an executed copy of the credit facility demonstrating the foregoing. In the event the Confirmation Letter or such copy of the credit facility is not

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

  received by the Builder on or before [*], the 2nd Instalment shall fall due and payable by the Buyer within [*] after Buyer’s receipt of a refund guarantee from DNB ASA, or another financial institution satisfactory to the Buyer, and of equivalent tenor to that to be provided by the Builder pursuant to clause 5 (a) that secures the repayment obligation of the Builder in respect of the 2nd Instalment if the Contract is lawfully cancelled by Buyer. Failure by the Buyer to duly pay the 2nd Instalment within such [*] shall entitle the Builder to cancel this Contract and claim compensation for its losses in an amount not to exceed [*].

(d) Upon the Builder’s due receipt of the 2nd Instalment as set out in clause 5 (c), the Buyer shall have a new deadline for presenting to the Builder the Confirmation Letter or copy of the credit facility of on or before [*]. In the event the Confirmation Letter or copy of the credit facility is still not received by the Builder on or before [*], the 3rd Instalment shall fall due and payable by the Buyer within [*] after Buyer’s receipt of a refund guarantee from DNB ASA, or another financial institution satisfactory to the Buyer, and of equivalent tenor to that to be provided by the Builder pursuant to clause 5 (a) that secures the repayment obligation of the Builder in respect of the 3rd Instalment if the Contract is lawfully cancelled by Buyer. Failure by the Buyer to duly pay the 3rd Instalment within such [*] shall entitle the Builder to cancel the Contract and claim compensation for its losses in an amount not to exceed [*].

(e) Upon the Builder’s due receipt of the 3rd Instalment as set out in clause 5 (d), the Buyer shall have a new deadline for presenting to the Builder the Confirmation Letter or copy of the credit facility of on or before [*]. In the event the Confirmation Letter or copy of the credit facility is still not received by the Builder on or before [*], the 4th Instalment shall fall due and payable by the Buyer and the Buyer shall be obliged to make a pre-payment of additional [*] within [*] after Buyer’s receipt of a refund guarantee from DNB ASA, or another financial institution satisfactory to the Buyer, and of equivalent tenor to that to be provided by the Builder pursuant to clause 5 (a) that secures the repayment obligation of the Builder in respect of the 4th Instalment and the additional pre-payment if the Contract is lawfully cancelled by Buyer, whereafter the Instalment on Delivery and Acceptance shall be reduced by [*]. Failure by the Buyer to duly pay the 4th Instalment and the additional [*] within such [*] shall entitle the Builder to cancel the Contract and claim compensation for its losses in an amount not to exceed [*].

6. Subject to the exceptions set forth in this clause 6, the Builder may retain the [*].

(a) If the Builder is unable to present a final account at delivery, the Buyer may require the Vessel to be delivered in return for a bank guarantee or other security, satisfactory to the Builder, for the reasonably estimated balance owed to the Builder. Costs of such guarantee shall be for Builder’s account.

(b)     In the event of any dispute concerning the payment on delivery of the Vessel, including the question of the Buyer’s right to offset any claim it may have, the Buyer may by paying the entire amount demanded by the Builder require the Builder to provide a bank guarantee or other security satisfactory to the Buyer for the disputed amount. The Builder cannot in such case refuse to deliver the Vessel. If the Builder does not wish to issue security for the disputed part of the claim, the Buyer is entitled to take delivery of the Vessel against payment of the undisputed amount and provide a bank guarantee or other security satisfactory to the Builder for the disputed part of the claim. Security which has been issued by a party pursuant to this sub - clause terminates automatically unless the   

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

other party has initiated proceedings pursuant to Article XIX below within 3 months from date of issue of the security. The Tribunal shall decide who bears the cost of security between the parties.

(c) If on or before Delivery and Acceptance of the Vessel the Builder is declared bankrupt or insolvent, proposes or enters into a formal composition arrangement or fails to pay its accounts as they come due, the Buyer may demand that the Builder shall provide satisfactory security for the performance by the Builder of its guarantee obligations, limited to [*] of the Original Contract Price, or failing such guarantee, the Buyer is entitled to deposit the equivalent amount in an escrow account in the joint name of the Builder and the Buyer and to deduct this amount from the instalment to be paid on Delivery and Acceptance.

7. Any breach by Buyer of its obligation to pay any part of the Contract Price when due shall entitle the Builder to charge interest at the rate of [*] per annum thereon.

ARTICLE IV.     [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

ARTICLE IV.                          ADJUSTMENT OF CONTRACT PRICE — CANCELLATION BY THE BUYER

The Contract Price shall be subject to adjustments, as hereinafter set forth, in any of the events set out in this Article IV (it being understood by both parties that any reduction of Contract Price is by way of liquidated damages and not by way of penalty). The liquidated damages payable by the Builder hereunder represent the sole and exclusive financial compensation payable to the Buyer in respect of the breaches of the Contract to which they relate and the Builder shall not in any way be responsible or liable to remedy or rectify such breaches or for any other loss or consequences by way of damages or otherwise as a consequence of any of the matters hereinafter set forth in this Article IV.

The Buyer’s rights to liquidated damages, by way of a reduction in the Contract Price, for each of the circumstances set forth in this Article, are cumulative. If more than one circumstance applies, there shall be separate reductions for each, subject always to the limit set out below.

Notwithstanding anything to the contrary in this Article, or elsewhere in the Contract, the Builder’s maximum total Financial Liability to the Buyer arising out of or in connection with this Contract, shall be [*]. This limit shall apply however that liability arises, including without limitation, a liability arising by breach of contract, arising by tort (including, without limitation, negligence of any type), arising by breach of statutory duty, or arising by direct consequence of a contractual obligation or right, including the credit of liquidated damages pursuant to this Article IV. The limitation of liability set out in this paragraph shall not apply to (1) the refund of moneys advanced to the Builder by the Buyer in instalments of the Contract Price and any interest on those instalments that the Builder may become obligated to pay to the Buyer; or (2) the Builder’s obligation to rectify Defects pursuant to Article VII, clause 4 (d) (i) and (iii) and Article X of this Contract.

1.     Delivery

(a) If the delivery of the Vessel is delayed beyond the Delivery Date, the Contract Price shall be reduced by deducting therefrom as follows:

1st - 10th day     [*]

I lth - 20th day     [*]

21st - 180th day     [*]

[*].

(b) If the delay in delivery of the Vessel should continue for a period in excess of 180 days after Delivery Date, the Buyer may at its option cancel the Contract.

Provided the Buyer has not sent notice of cancellation as provided for in Article XII hereof within [*] of delay having elapsed after the Delivery Date, the Builder may thereafter demand in writing that the Buyer shall make an election either to cancel the Contract, or to consent to the acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery; in which case the Buyer shall, within fifteen (15) days after such demand is received by Buyer, notify the Builder of its choice it being understood that, if the Buyer   

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

elects not to cancel and the Vessel is not delivered by such future date, the Buyer shall have the right to cancel the Contract. Should the Buyer fail to give such notification within the said fifteen (15) days, the Buyer shall be deemed to have accepted the new date for delivery as proposed by the Builder. Buyer’s acceptance (or deemed acceptance) of a later delivery date pursuant to this paragraph or paragraph (c) following shall be without prejudice to Buyer’s rights to liquidated damages.

(c) If the total accumulated delay of non-Permissible Delay and of Force Majeure Delay, but excluding other Permissible Delay, amounts to [*] or more, then in such event the Buyer may cancel the Contract. The Builder may, at any time after expiry of the said [*] demand in writing that the Buyer shall make an election either to cancel the Contract or to consent to the acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery, in which case the Buyer shall, within fifteen (15) days after such demand is received by Buyer, notify the Builder of its choice; it being understood that, if the Buyer elects not to cancel and the Vessel is not delivered by such future date, the Buyer shall have the right to cancel the Contract. Should the Buyer fail to give such notification within the said 15 days, the Buyer shall be deemed to have accepted the new date for delivery as proposed by the Builder.

2.     Speed

(a) If the speed as stipulated in Article II, clause 2 (as adjusted pursuant to Article H, clause 3 and/or Article VI as the case may be) is not achieved at the sea trial pursuant to Article VII and the specifications and this is not due to incorrect or inadequate information or measures given by the Buyer to the Builder in connection with the inclusion of the Buyer’s Supplies, the Contract Price shall be reduced as follows:

(i) [*].

(ii) [*].

(iii) [*].

[*].

(b) If the deficiency in speed is more than [*], the Buyer may cancel the Contract, provided always that the reduction is not due to incorrect or inadequate information or measures given by the Buyer to the Builder in connection with the calculation of the Speed following the inclusion of the Buyer’s Supplies.

3.     Fuel Consumption

The Builder shall have no liability for the fuel consumption except as provided below and, with regard to the reduction in Contract Price provided for below, the Builder shall only be liable to account to the Buyer for the same to the extent that the Builder is entitled to a corresponding amount and actually receives it from the main engine supplier under the terms of the guarantee from the main engine supplier (which shall be in the terms at Appendix VII hereto). The Builder shall use all reasonable endeavours to recover amounts to which it is entitled from the main engine supplier.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

If the actual fuel consumption of one or more of the engine(s) at [*] as measured on test bed by the test cell power measurement system with a [*], as per Appendix VII, exceeds the figure(s) stipulated in Article II clause 2 (as further set out in Appendix VII), the Original. Contract Price shall be reduced as described in Appendix VII.

If the fuel consumption of one or more of the Vessel’s main engines exceeds the fuel consumption stipulated in Article II clause 2 as further described in Appendix VII, [*], the Buyer may, at its option, either: (i) in lieu of a reduction of the Contract Price as set out in Appendix VII, reject such engine(s) as exceeds the respective limit set out herein and receive new [*] engine(s) in compliance with the fuel consumption stipulated in Article II clause 2; or (ii) accept the relevant engine(s) as exceeds the respective limit set out herein at a reduction in the Original Contract Price corresponding to the maximum amount referred to in Appendix VII for the relevant engine(s) (being [*]). If the Buyer rejects one or more of the engine(s) pursuant to (i) above, any delay in the delivery of the Vessel resulting directly from the need to replace the Vessel’s main engine(s) shall be treated as a Permissible Delay in accordance with Article IX hereof.

4.     Deadweight

If the Contract Deadweight stipulated in Article II, is not attained and this is not due to incorrect or inadequate information or measures given by the Buyer to the Builder in connection with the calculation of the Contract Deadweight following the inclusion of the Buyer’s Supplies, and the reduction exceeds [*], the Contract Price shall be reduced as follows:

(i) for each metric ton of reduction in deadweight in excess [*];

(ii) [*].

[*].

[*].

5.     Noise and Vibrations

(a)     Noise:

If, at the time of Delivery and Acceptance of the Vessel, the noise level(s) of the Vessel in such areas and conditions as defined in the Specifications, chapter G.2, does not meet the requirements for the respective Class notations COMF-V(1) and COMF-V(3) (as applicable) as specified for the relevant areas of the Vessel as defined in the Specifications, chapter G.2 and as further described in Class guideline DNV GL CG-0493, the Builder shall be allowed a period of up to [*] after Delivery and Acceptance (or such longer period as may be agreed to by the parties in writing) to correct and/or remedy such non-conformities; provided that (unless and to the extent it may be agreed in writing between the parties to defer corrective or remedial action to the Vessel’s next drydock or other another agreed time/place) the Builder shall act promptly and use reasonable commercial efforts to correct and/or remedy such non-conformities.

If, after such period of [*] as set out in the paragraph above, the noise level(s) of the Vessel in such areas and condition as defined in the Specifications, chapter G.2, still does not meet

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

the requirements for the respective Class notations COMF-V(1) and COMF-V(3) (as applicable) as specified for the relevant areas of the Vessel as defined in the Specifications, chapter G.2 and as further described in Class guideline DNV GL — CG-0493, and providing that this is not due to incorrect or inadequate information or measurements given by the Buyer to the Builder in connection with the calculation of the relevant noise levels following the inclusion of the Buyer’s Supplies, the Contract Price shall be reduced as follows:

(i) for the first full [*] in excess of the Class notation requirements as set out in (a) above: [*];

(ii) for each successive [*] in excess of the Class notation requirements as set out :a) above: [*].

[*].

(b)     Vibration:

If, at the time of Delivery and Acceptance of the Vessel, the vibration level(s) of the Vessel in such areas and condition as defined in the Specifications, chapter G.2 as further described in Class guideline DNV GL CG-0493, does not meet the requirements for the respective Class notations COMF-V(I) and COMF-V(3) (as applicable) as specified for the relevant areas of the Vessel as defined in the Specifications, chapter G.2, the Builder shall be allowed a period of up to [*] after Delivery and Acceptance (or such longer period as may be agreed to by the Parties in writing) to correct and/or remedy such non-conformities; provided that (unless and to the extent it may be agreed in writing between the Parties to defer corrective or remedial action to the Vessel’s next drydock or other another agreed time/place) the Builder shall act promptly and use reasonable commercial efforts to correct and/or remedy such non-conformities.

If, after such period of [*] as set out in the paragraph above, the vibration level(s) of the Vessel in such areas and conditions as defined in the Specifications, chapter 0.2, still does not meet the requirements for the respective Class notations COMF-V(1) and COMF-V(3) (as applicable) as specified for the relevant areas of the Vessel as defined in the Specifications, chapter G.2 and as further described in Class guideline DNV GL — CG-0493, and providing that this is not due to incorrect or inadequate information or measurements given by the Buyer to the Builder in connection with the calculation of the relevant vibration level(s) following the inclusion of the Buyer’s Supplies, the Contract Price shall be reduced as follows:

(i) for the first [*] in excess of the Class notation requirements as set out in (b) above: [*];

(ii) for each successive [*] thereafter up to and including [*] of vibration in excess of the Class notation requirements as set out in (b) above: [*].

[*].

6.     Passenger and Crew Capacity

(a)     The Vessel’s passenger, staff and crew accommodations shall be as stated in the Specifications (including the number and type of different cabins and suites). No

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

  deviation shall be permitted without Buyer’s express written approval. In the event of any deficiency in the accommodations not so approved by Buyer and this is not due to incorrect or inadequate information or measures given by the Buyer to the Builder in connection with the calculation of the Passenger and Crew Capacity following the inclusion of the Buyer’s Supplies, the Contract Price shall be reduced as follows:

(i) For each reduction in passenger accommodation, the reduction shall be [*].

(ii) For each reduction in staff or crew accommodation, the reduction shall be [*].

The reduction in the Contract Price for any deficiency in the Vessel’s passenger, staff and crew accommodations shall in any event not exceed [*].

(b) If the deficiency in the Vessel’s passenger, staff and crew accommodation is more than [*], the Buyer may cancel the Contract.

ARTICLE V. APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION

1.     Approval of Plans and Drawings

As soon as practical after the Date of Contract the Builder shall put forward a proposed detailed building schedule, including a schedule for testing. The Buyer shall make its comment on the schedule as soon as practical and at the latest within seven (7) days. The schedules shall be issued by the Builder in writing not later than thirty (30) days after the Date of Contract.

Plans, documents and drawings which are identical to the corresponding plans, documents and drawings approved by the Buyer for Hull no.312 shall be deemed approved by the Buyer for the Vessel except where they relate to parts or aspects of the Vessel that by reason of the requirements of this Contract and/or applicable rules and regulations will differ from Hull no. 312. For Plans, documents and drawings which are not subject to such deemed approval, the following procedures shall apply:

(a) In accordance with the construction schedule of the Vessel and provisions in the Specifications, the Builder shall submit to the Buyer the plans and drawings for its approval in pdf format for ease of transmission and sharing. PIRns and drawings will be distributed through Synergi Project Exchange WEB-portal. The Buyer and its designated Representative(s) will receive a notification by e-mail for all plans and drawings distributed to the said WEB-portal. The Buyer shall within ten (10) Working Days after receipt of e-mail notification, set approval status or upload its comments (if any) for the relevant plans and drawings to the Synergi Project Exchange WEB-portal. Such comments shall be as complete as possible.

(b) If Buyer’s uploaded comments on the plans and drawings are unclear or unspecified, the Builder may, by e-mail notice to the Buyer, request a clarification, and failure by the Buyer or its Representative to respond to this request within three (3) Working Days of receipt of such notice shall entitle the Builder to place its own reasonable interpretation on such comments or amendments when implementing the same.

(c) If the Builder and the Buyer fail to agree whether such comments are of such a nature or extent as to constitute modification or change under Article VI hereof, the Builder shall nevertheless proceed with the construction based on the Buyer’s comments if so requested in writing by the Buyer. If it is established by mutual agreement or by arbitration as per Article XIX, that the Buyer’s uploaded comments, constitute a modification or change under Article VI, the Builder shall be entitled to an appropriate adjustment of the Contract Price, Delivery Date and/or the characteristics of the Vessel and Article VI, clause 1, first paragraph shall apply,

(d) In the event that the Buyer fails to set approval status or upload its comments (if any) for the relevant plans and drawings to the Synergi Project Exchange WEB-portal within the time limit specified in (a) above, the Builder shall through Synergi Project Exchange WEB-portal or by e-mail to the Buyer request approval status or comments (if any) within three (3) days, failing which the Builder shall have the right to consider such plans and drawings as approved by the Buyer.

(e) The Buyer’s approval or non-approval of drawings shall not affect any of the Builder’s obligations hereunder, including the Builder’s obligation to deliver the Vessel fully approved by the Regulatory Bodies, or the Builder’s responsibility under Article X hereof.

2.     Appointment of Buyer’s Representative

The Buyer shall send to and maintain at the Builder’s Shipyard (and, as needed, at the Hull Subcontractor’s shipyard and the Superstructure Subcontractor’s shipyard), at the Buyer’s own cost and expense, one or more representatives at least one of which shall be duly authorised in writing by the Buyer (herein called the “Representative”) to act on behalf of the Buyer in connection with approval of the plans and drawings, attendance to the tests and inspections relating to the Vessel, its machinery, equipment and outfitting, and any other matters for which he is specifically authorised by the Buyer. Any other limitation in the authorisation shall be specified in writing, and such authorisation shall be valid and binding upon the Buyer until withdrawn in writing by notice from the Buyer to the Builder.

The Buyer shall use commercially reasonable efforts to have the Representative present at all times required for necessary approvals to facilitate the construction of the Vessel in an effective manner.

3.     Inspection by Representative

Builder shall provide unimpeded access for the inspection of the Vessel, its machinery, equipment and outfittings (and to anywhere in the Builder’s Shipyard, the Hull Subcontractor’s shipyard and the Superstructure Subcontractor’s shipyard where there is work on or storage of items connected with construction of the Vessel) by the Classification Society, Regulatory Bodies and the Representative and/or his assistants (who for the purposes of this clause may include a representative of Buyer’s lenders) throughout the entire period of construction.

The Representative and his assistants shall, during the construction of the Vessel, have the right to attend all tests, trials and inspections undertaken in respect of the Vessel, its machinery, equipment and outfittings. The Builder shall give reasonable notice in advance of any such tests and inspections to the Representative to enable him or any of his assistants to attend. Failure of the Representative or his assistant(s) to be present at such tests and inspections after due notice to him as above provided shall be deemed to be a waiver of his right to be present.

The Builder shall provide the Representative and/or his assistants with a similar right of inspection and supervision in respect of the work performed by the Hull Subcontractor and the Superstructure Subcontractor, and the Builder shall make reasonable efforts to cause its other Subcontractors to provide the Representative and/or his assistants with a similar right of inspection and supervision in respect of the work performed by such Subcontractors.

In the event that Buyer or the Representative on behalf of the Buyer discovers any design, construction or material or workmanship which in its or his opinion does not conform to the requirements of the Contract (including the requirements for subcontracting), Buyer, the Representative or his assistants shall as soon as possible advise the Builder of such non- 

conformity. Unless the Builder agrees to rectify the matter, a notice thereof (which may be included in minutes of meeting or similar) shall be given to the Builder.

Neither any Inspection nor attendance of any test nor any failure to timely notify Builder of any defect or non-conformity shall relieve the Builder’s obligation under the Contract or operate as a waiver of any objection to any design, construction, material or workmanship considered (or later determined to be) non-conforming or not of the standard required for due performance of this Contract.

4.     Facilities

The Builder at its own expense shall furnish the Representative and his assistant(s) with adequate office space, and such other reasonable facilities according to the Builder’s practice at, or in the immediate vicinity of, the Builder’s Shipyard as may be necessary or reasonably requested by Buyer to enable them to effectively carry out their duties.

The Builder shall likewise arrange for office space and facilities to be furnished to the Representative and his assistant(s) at the Hull Subcontractor’s shipyard and the Superstructure Subcontractor’s shipyard.

5.     Division of Liability

The Representative and his assistant(s) shall at all times be deemed to be the employees of the Buyer and not of the Builder.

The Builder, the Builder’s employees, Affiliates and Subcontractors shall be under no liability whatsoever to the Buyer, the Representative or his assistant(s), or the Buyer’s employees, Affiliates and/or subcontractors, and the Buyer shall keep the Builder, the Builder’s employees, Affiliates and Subcontractors harmless, for personal injuries, including death, suffered during the time when he/she or they are on the Vessel, or within the premises of either the Builder or its Subcontractors or are otherwise engaged in or about the construction of the Vessel, unless, however, such personal injuries, including death, were caused by Gross Negligence of the Builder, or any of the Builder’s employees, Affiliates or Subcontractors. Nor shall the Builder, the Builder’s employees, Affiliates and/or Subcontractors be under any liability whatsoever to the Buyer, the Representative or his assistant(s), or the Buyer’s employees, Affiliates and/or subcontractors for damage to, or loss or destruction of property of the Buyer or of the Representative or his assistant(s), or the Buyer’s employees, Affiliates and/or subcontractors unless such damage, loss or destruction is caused by Gross Negligence of the Builder, or any of the Builder’s employees, Affiliates or Subcontractors.

The Buyer, the Representative and his assistant(s), and the Buyer’s employees Affiliates and subcontractors shall be under no liability whatsoever to the Builder, the Builder’s employees, Affiliates and/or Subcontractors, and the Builder shall keep the Buyer, the Representative or his assistant(s), and the Buyer’s employees, Affiliates and subcontractors harmless, for personal injuries, including death, unless such personal injuries including death were caused by Gross Negligence of the Buyer, the Representative or his assistant(s), or the Buyer’s employees, Affiliates and subcontractors. Nor shall the Buyer, the Buyer’s employees, Affiliates and/or subcontractors be under any liability whatsoever to the Builder, the Builder’s employees, Affiliates or Subcontractors for damage to, or loss or destruction of property of the Builder, the Builder’s employees,

Affiliates and/or Subcontractors unless such damage, loss or destruction were caused by Gross Negligence of the Buyer, the Representative or his assistant(s), or the Buyer’s employees, Affiliates or subcontractors.

6.     Responsibility of Buyer

The Buyer shall undertake and assure that the Representative and his assistant(s) shall carry out their duties hereunder in accordance with normal shipbuilding practice and in such a way as to avoid any unnecessary increase in building cost, delay in the construction of the Vessel, and/or any disturbance to the construction schedule of the Builder.

The Builder has the right to request the Buyer to replace the Representative or any of his assistant(s) who is deemed by the Builder to be unsuitable and unsatisfactory for the proper progress of the Vessel’s construction. The Buyer shall investigate the situation by sending its representative(s) to the Builder’s Shipyard if necessary, and if the Buyer considers that such Builder’s request is justified, the Buyer shall effect such replacement as soon as convenient.

7.     Progress Reporting

The Builder shall provide monthly progress reporting to the Buyer, which inter alia shall include reporting on progress, planned production schedule, disclosure and exploration of any slippage in previously reported schedule, list of agreed/disputed changes, list of agreed/disputed force majeure delays, etc.

ARTICLE VI.     ARTICLE VI     MODIFICATIONS AND CHANGES

1.     Modification of Specifications

The work to be performed by the Builder under the Contract can be modified or changed by written request from S.V.P, Nikolaos Doulis, unless another person is duly appointed in writing by the Buyer, provided that such modifications or changes will not adversely affect the Builder’s other commitments, and provided further that the parties shall first agree to possible adjustment in Contract Price, the Delivery Date and such other terms and conditions occasioned by or resulting from such modification or change. Such agreement shall be effected either by way of exchange of letters duly signed by authorised representatives of the parties, or by signed change order form, or by minutes of meeting or similar signed by authorised representatives of the parties, which shall constitute the necessary amendments to the Contract. Any proposed increase or decrease in the Contract Price shall be calculated in accordance with unit prices (inclusive of administration costs) or budget prices if such prices are available, otherwise as per the Builder’s customary price for such work. Notwithstanding the foregoing (but subject always to the Builder’s right to refuse modifications or changes which adversely affect the Builder’s other commitments), if Builder and Buyer do not agree on the nature or extent of any such adjustments, Buyer may by written instruction require Builder to proceed with the requested modification(s) or change(s) with the consequences of implementing such modification(s) and/or change(s) to be determined pursuant to Article XIX.

Any reasonable time and costs incurred by the Builder in preparation of offer(s) to the Buyer following a request for modification or change as set out above, which is not effected by way of signed change order forms or similar, shall be compensated by the Buyer.

The Builder is entitled to make minor modifications or changes to the Specifications if found necessary or desirable due to the availability of materials and equipment, the introduction of improvement methods or otherwise, provided that the Builder shall first obtain the Buyer’s approval, which shall not be unreasonably withheld or delayed.

In the event that any modifications or changes are agreed in respect of Hull no. 312 after the date of this Contract, the Buyer shall be entitled to elect whether to apply the same modification and change to the Vessel, provided always that, subject to differences expressly provided for in this Contract, the Vessel and Hull no. 312 are still considered as identical vessels so that documentation for Hull no. 312 which would otherwise have been reused for the Vessel can continue to be reused for the Vessel and provided that the necessary adjustments to the Contract Price, the Delivery Date and such other terms and conditions under this Contract occasioned by or resulting from such modification or change are first agreed with the Builder in writing (it being acknowledged that different adjustments may be appropriate under the contract for Hull no, 312 and this Contract). For the avoidance of doubt, in the event the Buyer elects to apply modification(s) and/or change(s) for Hull no. 312 that are not applied to the Vessel, and/or vice versa, the Buyer acknowledges that the pricing of such modification(s) and/or change(s) shall reflect the fact that the relevant design and engineering costs shall be allocated to a single vessel and the modification cost may therefore be greater if applied to one vessel rather than two.

2.     Change in Rules and Regulations

If, after the Date of Contract , there are any changes in the rules, regulations and/or requirements (or their application) of Class or Regulatory Bodies compared to those agreed in Article II, clause 3 of this Contract, the following shall apply:

(a) Upon receipt of notice of such changes either party shall promptly notify the other party thereof.

(b) If such change will be compulsory for the Vessel at the Contract Delivery Date, the Builder shall, unless the Buyer at its sole discretion seeks and obtains a waiver from the Classification Society or Regulatory Authorities (as appropriate), incorporate such alteration and/or change into the construction of the Vessel. The parties shall endeavour to agree on such adjustments to the Contract Price, Contract Delivery Date, changes in the Vessel’s characteristics or other changes in the Contract as set out in clause 1 above. If the parties fail to agree on the changes, the Builder shall proceed with the required changes and the matter shall be decided in accordance with Article XIX;

(c) If such change is not or will not be compulsory for the Vessel, but the Buyer nevertheless desires to incorporate such change, this shall be considered a change or modification, as provided for in clause 1 of this Article VI.

3.     Substitution of Materials

If any of the materials, machinery or equipment required by the Specifications or the Maker’s List or otherwise pursuant to this Contract cannot be procured in time or are in short supply, the Builder may, in order to maintain the Delivery Date and subject to the Buyer’s approval, which shall not unreasonably be withheld and which shall be provided without undue delay, supply other materials, machinery or equipment of equal quality capable of meeting the requirements of the Classification Society or Regulatory Bodies if not negatively affecting performance or functionality or the appearance of any public space. No extra charges shall be made to the Buyer and, except that any savings shall be credited to the Buyer, the Contract shall remain unaltered.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

ARTICLE VII.     tEST AND TRIALS

1.     Notice

The Builder shall before delivery, by not less than fifteen (15) days written notice to the Buyer, notify the time and place for the sea trial for the Vessel. The Buyer shall have its Representative on board the Vessel to witness the sea trial. Failure by the Representative to attend at the sea trial without any valid reason despite a notice to the Buyer as aforesaid, shall be deemed to be a waiver by the Buyer of its right to be present. Buyer may also have others, including prospective crew and a representative of Buyer’s lenders, aboard for the sea trial, which in total shall not exceed twelve (12) persons.

The Builder may after due notice conduct the sea trial without the Representative of the Buyer being present, provided a representative of the Classification Society is present, and in such case the Buyer shall be obligated to accept the results of the sea trial on the basis of a certificate of the Builder confirmed by the Classification Society stating the results of the sea trial.

2.     Weather Conditions

The sea trial shall be carried out under weather conditions set out in the Specifications. Any delay in delivery caused by delay of the sea trial due to unfavourable weather conditions shall be considered Permissible Delay, provided that in the event of a delay so occasioned the sea trial shall be held on the first favourable day thereafter when conditions permit.

3.     How conducted

The sea trial shall be carried out in the presence of representatives from the Classification Society and/or Regulatory Bodies, and shall be conducted in the manner described in the Specifications, and shall be sufficient in scope and duration to enable all parties to verify and establish that all elements are functioning in accordance with the Contract.

All expenses in connection with the sea trial shall be for the account of the Builder, including without limitation all necessary crew.

4.     Method of Acceptance or Rejection

(a) Upon completion of the sea trial and when the trial results are available, Builder shall promptly provide the results of the tests to Buyer in writing. If the Builder considers the results thereof demonstrates that the Vessel conforms with the Contract, the Builder shall promptly give the Buyer a written notice of completion stating when the Vessel is ready for delivery. This notice shall state where and when the Vessel shall be available for delivery, which shall be at least [*] after the notice is given (unless Buyer consents in writing to a shorter period). The Buyer shall within [*] after receipt of this notice (and the test results) notify the Builder in writing of its acceptance or rejection of the Vessel.

(b)         If the results of the sea trial demonstrate that the Vessel or any part or equipment thereof does not conform to the requirements of the Contract the Builder shall take all necessary steps to rectify such non-conformity. If necessary the Builder shall for its own account carry out further sea trial in accordance with this Article VII to ascertain that the Vessel

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

complies with the terms of the Contract. Upon demonstration by the Builder that the deficiencies have been corrected, Builder shall give a notice thereof, with the results of such re-test in writing and of the readiness of the Vessel for delivery, to the Buyer, who shall then within [*] after receipt of such notice together with the new test results notify the Builder of its acceptance or rejection of the Vessel.

(c) If the Buyer for any reason rejects the Vessel, the Buyer shall state in which respects the Vessel does not confirm to the requirements of the Contract with sufficient specificity to allow the Builder to consider whether there is a nonconformity or not.

(d) If the non-conformity with the requirements of the Contract is of such a nature as to not materially interfere with the Vessel’s ability to operate in the luxury polar expedition cruise service and the Buyer’s ability to draw upon its financing, and the Builder is unable to rectify the matter within a reasonable time, the Builder may nevertheless require the Buyer to take delivery of the Vessel, provided that the Builder first:

(i) undertakes writing to remedy the deficiency or fulfil the requirement for its own cost and expense and as soon as possible,

(ii) agrees in writing to indemnify the Buyer for any direct and documented loss incurred as a consequence thereof, including loss of time, and

(iii) provides a work guarantee or other security reasonably acceptable to Buyer in an amount sufficient to cover the expected cost (if accomplished by a third party in its own facility) of such deficiency.

Whereupon the Buyer shall accept delivery of the Vessel.

(e) The Builder’s liability in respect of (d) (ii) above shall be [*].

(f) If the Builder disputes the rejection by the Buyer, the case shall be submitted for final decision by arbitration in accordance with Article XIX hereof.

(g) Failure in responding to the notice given by Builder under (a) or (b) above shall be deemed as unconditional acceptance of the Vessel by the Buyer.

5.     Effect of Acceptance

Acceptance of the Vessel as provided above, shall be final and binding and shall preclude the Buyer from refusing formal delivery on basis of any alleged deficiency in any part or parts of the Vessel which were tested during the sea trial, provided all other procedural requirements for delivery have been met.

6.     Disposition of Stores of consumable nature

Any fuel oil, unused lubricating oil, grease, fresh water or other consumable stores furnished by the Builder for the sea trial, remaining on board the Vessel at the time of Delivery and Acceptance shall be purchased by the Buyer from the Builder at the original net purchase price thereof (Builder to provide supporting invoices and documentation/monitoring or certificate (if

applicable) as to quantities to Buyer establishing the total amount due). Payment thereof shall be effected by the Buyer together with payment of the final instalment of the Contract Price.

ARTICLE VIII. DELIVERY DATE AND DELIVERY

1.     Time and Place

Subject to the provisions of the following paragraphs, the Vessel shall be delivered at the Builder’s Shipyard (see Article H) or in the vicinity thereof free and clear of all liens, claims, mortgages and other encumbrances, on 30th September 2021 (the “Contract Delivery Date”), except that in the event of delays in the construction of the Vessel or any performance required under the Contract due to causes which under the terms of the Contract permit postponement of the Delivery Date (Permissible Delay), the Delivery Date shall be postponed as provided by Article IX, clause 4.

Unless otherwise agreed by the Buyer and the Builder in writing, the Buyer shall not be obliged to take delivery of the Vessel before the Contract Delivery Date.

2.     When and how effected

Upon the Vessel and the documents identified in clause 3 following being ready for delivery in accordance with the Contract and subject to the Builder having provided notice pursuant to Article VII, clause 4 (unless Buyer has validly rejected the Vessel and Article VII, clause 4(d) has not become effective), the Builder shall tender notice to the Buyer that the Vessel is ready for delivery, and the Buyer is obliged to accept delivery of the Vessel as then presented.

Provided that the Buyer has fulfilled all of its obligations under the Contract, Delivery and Acceptance of the Vessel shall be effected forthwith upon exchange and acceptance by the parties hereto of a Protocol of Delivery and Acceptance signed by each party acknowledging delivery of the Vessel and the required documentation by the Builder and the acceptance thereof by the Buyer.

3.     Documents to be delivered to the Buyer

Upon Delivery and Acceptance of the Vessel, the Builder shall provide and deliver to the Buyer at its expense the following documents, which shall accompany the Protocol of Delivery and Acceptance:

(a) Protocol of Trials made pursuant to the Specifications.

(b) Protocol of Inventory and Equipment of the Vessel, including spare parts and the like, all as specified in the Specifications.

(c) Protocol of Stores of consumable nature referred to under Article VII hereof which are payable by the Buyer to the Builder.

(d) Drawings and Plans pertaining to the Vessel together with all necessary instruction manuals, as further stipulated in the Specifications.

(e) All Certificates including the Builder’s Certificate required to be furnished upon Delivery and Acceptance of the Vessel pursuant to the Contract an5I-ths Specifications. It is agreed that if, through no fault on the part of the Builder, the Classification Certificate and/or other required certificates are not available at the time of delivery, provisional certificates shall be accepted by the Buyer, provided that the Builder at its expense shall furnish the Buyer with final certificates as promptly as possible. All certificates with expiry dates shall be valid for a minimum period equal to the Guarantee Period.

(f) Declaration of Warranty by the Builder that the Vessel is free and clear of any and all liens, charges, claims, mortgages and other encumbrances and that the Vessel is free of all burdens in the nature of imposts, taxes, or charges imposed by Norwegian authorities as well as of all liabilities of the Builder to its Sub-contractors, employees and crew, and of all liabilities arising from the operation of the Vessel in trials, or otherwise, prior to delivery.

(g) Commercial invoice

(h) Acknowledgement of receipt of information about the Vessel’s stability

(i) Such other documents as may reasonably be required by Buyer for purposes of registering the Vessel (including but not limited to a Deletion Certificate issued by the competent authority).

4.     Title and Risk

Title to and risk of loss of or damage to the Vessel shall rest with the Builder until exchange of the Protocols of Delivery and Acceptance is effected, immediately upon which title and risk shall pass to the Buyer.

5.     Removal of Vessel

The Buyer shall take possession of the Vessel immediately upon Delivery and Acceptance thereof, and shall remove the Vessel from the premises of the Builder within five (5) days after the Delivery and Acceptance as aforesaid. If the Buyer does not remove the Vessel within the said period, the Buyer shall pay reasonable mooring charges for the Vessel for up to seven (7) days and shall thereafter compensate the Builder for all losses and expenses arising in addition to mooring charges.

ARTICLE IX.     ARTICLE IX     DELAYS AND EXTENSION OF TIME FOR DELIVERY (PERMISSIBLE DELAY, FORCE MAJEURE)

1.     Causes of Delay

(a) In case of Force Majeure Delay, the actual time lost by all such delays shall be Permissible Delay. A Force Majeure Delay shall occur if either the construction of the Vessel or any performance required as a prerequisite of Delivery and Acceptance of the Vessel is prevented or delayed as a consequence of:

Acts of God; acts of princes and rulers; requirements of government authorities; war or warlike condition, blockade, revolution, insurrections, mobilisation, civil commotion or riots, mobilisation; sabotage; strike or lockout (except a strike, lockout or other local labour disturbances at the Builder’s yard and/or other facilities of the Builder), plague or other epidemics, pandemics, quarantines; flood, typhoons, hurricanes, storms or other extraordinary weather conditions not included in normal planning; earthquakes, volcanic eruptions, tidal waves, landslide; fires, explosions, collisions or stranding; embargoes; import or export bans or restrictions; prolonged failure, or shortage or restriction of electrical current, oil or gas;

and/or: any other extraordinary events beyond the control of the Builder;

and/or: inability to obtain delivery or delay in delivery of materials, machinery or equipment by Subcontractor(s) where the cause of delay would have been recognised as Force Majeure Delay under this Article IX if it had affected the Builder, provided that the Builder has shown due diligence in its choice of Subcontractor, so that at the time of ordering same it could reasonably be expected by the Builder to be delivered in time;

and/or: delays in the Builder’s other commitments resulting from Force Majeure as herein described directly causing delay of the Builder’s performance hereunder;

Provided always:

that there shall be no Force Majeure Delay if such delay could reasonably have been foreseen or anticipated by the Builder (or the Subcontractor, if applicable) on the Date of Contract (or date of subcontract, if applicable, or that it could have been prevented or overcome by the exercise of due diligence by the Builder (or Subcontractor, if applicable); and

that delays due to the insolvency or other financial difficulties of the Hull Subcontractor and/or the Superstructure Subcontractor shall on no account constitute Force Majeure Delay for the purposes of this Contract.

(b) The provisions under sub-clause (a) above apply whether or not the Force Majeure occurs after the Delivery Date.

2.     Notice of delay

(a) Within ten (10) days after the Builder becomes aware of any cause of delay as aforesaid, on account of which the Builder will claim that it is entitled under the Contract to postpone the Delivery Date, the Builder shall notify the Buyer in writing or by e-mail, confirmed by registered mail, of the date such cause of delay commenced. Likewise, within ten (I 0) days after the Builder becomes aware of any such cause of delay ending, the Builder shall notify the Buyer in writing or by e-mail, confirmed by registered mail, of the date when such cause of delay ended.+

Failure by the Builder to timely give such notices as aforesaid shall prevent the Builder from claiming Force Majeure Delay on account of such circumstances.

(b) The Builder shall notify the Buyer of the period of Permissible Delay arising by reason of such Force Majeure Delay, with all reasonable despatch after it has been determined. Failure by the Buyer to object to the Builder’s claim for Permissible Delay within ten (10) days after receipt by the Buyer of such notice shall be deemed to be a waiver by the Buyer of its right to object to the determination of the actual time lost by delay caused by the responsible event of Force Majeure.

3.     Permissible Delay

Actual Delays in the construction of the Vessel arising on account of (i) Force Majeure Delay; (ii) Article VI and Article XII, clause 2 hereof; (iii) any other non-fulfilment by the Buyer of the Buyer’s obligations hereunder; (iv) delays in the delivery of Buyer’s Supplies; and/or (v) late action by the Classification Society or other bodies whose documents are required, shall constitute Permissible Delay,

4.     Net Delay

All events and circumstances giving rise to Permissible Delay shall be evaluated and re-evaluated from time to time during the construction process to assess their actual net effect, taken together in the aggregate, on the construction schedule using a critical path analysis (“Net Delay”). The Delivery Date shall be extended Working day for Working day for each day of Net Delay for any actual time lost by delay caused thereby.

ARTICLE X. WARRANTY OF QUALITY

1.     Extent of Builder’s Responsibility

Save as provided for in this Article, the Builder shall have no responsibility whatsoever for Defects or the consequences thereof (including, without limitation, any direct or indirect loss of any type) that are discovered or occur after the Delivery and Acceptance of the Vessel.

2.     Guarantee

The Builder undertakes to repair and rectify or replace at its own cost and expense and free of charge to the Buyer, any Defects (but excluding any Buyer’s Supplies and/or defects or deficiencies caused thereby) discovered during the Guarantee Period, but excluding defects arising after Delivery and Acceptance due to normal wear and tear or improper handling of the Vessel or caused by improper use or maintenance of the Vessel on part of the Buyer, its servants or agents or by any other external effect after the Delivery and Acceptance.

The Builder’s liability as stated herein shall terminate in full if any Defects as aforesaid have not been discovered within the Guarantee Period (of twelve (12) months or such other period as the Builder and the Buyer may agree in writing) unless otherwise provided for in the Contract or otherwise agreed to in writing by Builder and Buyer and provided that any such Defects shall be notified in writing to the Builder as soon as practicably possible but in any event no later than twenty-one (21) days after Buyer’s discovery. Any notice hereunder must in any event be received by the Builder at the latest within twenty-one (21) days after expiry of the Guarantee Period, and shall include particulars of the deficiency in such detail as can reasonably be expected and the extent of the damage caused thereby (if any).

Notwithstanding the foregoing, the deadline for giving notice of a Defect shall not apply to any Defects that could only be discovered on dry docking the Vessel, in such case notice of such Defect(s) need not be tendered before the Vessel is in the dock, but must be tendered before the Vessel leaves the dry-dock.

The Guarantee Period will be extended in the following case:

From the completion of performance of any repair or replacement under this Article X, there will, except as provided below in this paragraph, be a further period of guarantee of twelve (12) months for the repaired items, but subject to an overall time-limit of twenty-four (24) months counted from the Delivery Date. Such further period of guarantee shall, however, not reduce the Guarantee Period below the original Guarantee Period for any such repaired or replaced item. Any additional guarantee period will be granted on the remedial works undertaken by the Builder or its Subcontractors in the Guarantee Period. The Buyer shall, however, not be entitled to any additional guarantee for defective repair work or defective replacement parts deficiencies not performed or provided by the Builder or its Subcontractors.

Notwithstanding anything here to the contrary, but subject always to the Builder’s written consent, which shall not be unreasonably withheld, the Buyer may defer any, repair or replacement of a Defect discovered during the Guarantee Period (provided timely notice thereof

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

was given to Builder as required herein) that would otherwise require an interruption to the Vessel’s operations to the next schedule drydock period for the Vessel.

3.     Rectification of Defects

If the Builder is liable for Defects as aforesaid, its obligations shall be as follows:

(a) The Builder shall make any necessary repairs or replacements to rectify the Defect, or cause the Defect to be rectified at its own cost, and, to the extent not covered by Buyer’s insurance, provided always that the Buyer is in full compliance with all covenants and warranties in such insurance policy when the Defect occurs, any damage to the Vessel’s part(s) that has been damaged as a direct and immediate consequence of such Defect without any intermediate cause; provided, however, that the amount of any damage to the Vessel subject to a deductible under the applicable Buyer insurance policy shall not be regarded as “covered” for purposes of this provision. The Builder shall in any event not be liable for any consequential damage as stated herein over and above [*]. The Builder shall have no other liability whatsoever for any damage or loss caused as a consequence of the Defect.

(b) The repairs, replacements and/or rectifications shall be made at the Builder’s Shipyard.

However, if it is impractical to bring the Vessel to the Builder’s Shipyard or if the Builder cannot supply the necessary replacement parts, material or labor without undue delay to the Vessel, the Buyer may, after having notified the Builder in writing, cause the necessary repairs, replacements and/or rectifications to be carried out elsewhere. In such case, the Builder shall at its own cost be entitled to forward necessary replacement parts or materials.

The Builder’s liability shall in such case be limited to pay the cost of repairs and replacements including travelling and forwarding expenses (unless such costs and/or expenses have been paid by Subcontractors), but always limited to the price of the work which the Builder would normally charge at its yard as documented by Builder’s books and records. Upon such payment, the Builder shall immediately be discharged from any further guarantee obligation in respect of and to the extent of — any such repairs or replacements performed by any other yard or supplier; provided that in the event operational necessities or a lack of required parts or labor are such that the repair or replacement is of a temporary or partial nature, the Builder shall have no responsibility for the quality of the parts or workmanship provided by such other yard or supplier but shall retain responsibility to provide for the full repair, replacement or other rectification of the subject Defect (and subject to clause 3(a) above, any attendant consequential damage).

In any case, the Builder shall co-operate with the Buyer to find proper solutions to rectify any Defect subject to Builder’s guarantee obligations under this Article X.

(c) The Vessel shall in any case be taken at the Buyer’s cost and expense to the place elected for guarantee work, ready for the necessary repairs, replacements and/or rectifications.

(d) The Builder shall have the ownership to all replaced parts. The Buyer shall return any such parts to the Builder at Builder’s request and at Builder’s expense.

4.     Subcontractors’ Guarantees

The Builder shall - upon the Buyer’s request - assign to the Buyer any rights the Builder may have against any Subcontractors, including any right to pursue any claim under the relevant subcontract. In the event of any such assignment, any liability the Builder had to the Buyer in respect of the work, equipment or other subject matter of the relevant subcontract shall be released to the extent of any recovery actually received by Buyer from such Subcontractor.

The Builder shall endeavour to have provisions in the subcontracts whereby the Buyer may claim against the Subcontractor directly.

5.     Extent of Builder’s Responsibility, Assignment

(a) Upon Delivery and Acceptance of the Vessel to the Buyer in accordance with the terms of the Contract, the Builder shall thereby and thereupon be released of all responsibility and liability whatsoever and howsoever arising under or by virtue of this Contract (save in respect of those obligations to the Buyer expressly provided for in this Article X and in Article VII(4)(d)), VIII(3), XIV, and XV which shall survive) including without limitation (other than the foregoing saving in respect of the Builder’s surviving obligations) any other responsibility or liability for defective workmanship, materials or equipment, design or in respect of any defects whatsoever and any loss or damage resulting from any act, omission or default of the Builder, or for any losses, damages or expenses whether of a direct or indirect nature arising from any cause whatsoever including, without limitation, any direct or indirect loss of time, loss of use, loss of profit or earnings or demurrage, or any additional costs or expenses incurred by the Buyer.

(b) The guarantee provided in this Article and the obligations and the liabilities of the Builder hereunder are exclusive and in lieu of and the Buyer hereby waives all other remedies, warranties, guarantees or liabilities, express or implied, arising by Law or otherwise (including without limitation any obligations of the Builder with respect to fitness, merchantability and damages) or whether or not occasioned by the Builder’s negligence. This guarantee shall not be extended, altered or varied except as expressly provided in this Article X or by a written instrument signed by the duly authorized representatives of the Builder and the Buyer.

(c) If the Buyer sells the Vessel during the Guarantee Period and wishes to assign its rights hereunder, such assignment shall be subject to the Builder’s consent, which shall not be unreasonably withheld or delayed.

6.     Exclusion of Liability

(a)     The Builder shall in no event be liable for nor required to indemnify the Buyer for any claim for damages from any third party in respect of any loss of enjoyment, loss of or damage to property or personal injury or loss of life said to arise as a result of the breach by the Builder of any provision of this Contract, any defect or deficiency in the Vessel or any alleged failure by the Builder to comply with any product liability or other sales of goods legislation in any jurisdiction. The Buyer hereby agrees to indemnify the Builder in the event that any employee, servant or agent of the Buyer or any passenger, officer, crew member or any other person on board the Vessel successfully brings any claim against the Builder and the Buyer’s indemnity

shall include, without limitation, repayment of all legal expenses incurred by the Builder in defending such a claim.

(b)     Furthermore, the Builder shall have no liability for, nor be required to compensate the Buyer, for any compensation (whether legally payable or paid ex-gratia) paid to any passenger as a result of any loss of enjoyment, loss of or damage to property, loss of life or personal injury said to arise as a result of the alleged breach by the Builder of its obligations under this Contract or as a result of any alleged defect or deficiency in the Vessel,

(c)     The Buyer shall in no event be liable for nor required to indemnify the Builder for any claim for damages from any employee, servant or agent of the Builder in respect of any loss of or damage to property or personal injury or loss of life said to arise as a result of the breach by the Buyer of any provision of this Contract. The Builder hereby agrees to indemnify the Buyer in the event that any employee, servant or agent of the Builder successfully brings any claim against the Buyer and the Builder’s indemnity shall include, without limitation, repayment of all legal expenses incurred by the Buyer in defending such a claim.

(d)     The provisions of this clause 6 are subject to the exception for certain claims under Article X, clause 7.

7.     The Guarantee Engineer

(a)     Subject to six (6) months prior written notice by the requesting party, the Builder shall have the right, but if requested by the Buyer shall have the obligation, to appoint a Guarantee Engineer to serve on-board the Vessel for the Guarantee Period. The Buyer and its employees shall provide the Guarantee Engineer with full cooperation in carrying out his duties, which shall be to assist Buyer and its crew to obtain the most efficient use of the Vessel and to identify and assist in planning and preparation for the rectification of Defects (or in rectifying such minor Defects as may be practicable). The Buyer shall accord the Guarantee Engineer board and treatment comparable to the Vessel’s Chief Engineer and reasonable accommodation based on _ availability of crew cabins, at no cost to the Builder. The Builder shall cover the’ salary and direct expenses of the Guarantee Engineer for the first six (6) months of the Guarantee Period, including the expenses of repatriation by air to the Guarantee Engineer’s home country. Thereafter, to the extent he is still serving aboard, the Buyer shall pay to the Builder the same wages as an European Chief Engineer as compensation for part of the cost and charges to be borne by the Builder in connection with the Guarantee Engineer.

(b)     The Guarantee Engineer shall, at all times and in all respects, be deemed to be the employee of the Builder. The Buyer shall be under no liability whatsoever to the Builder or to the Guarantee Engineer for personal injuries, including death, suffered by the Guarantee Engineer during the time when he or she is on board the Vessel, unless such personal injuries, including death, were caused by Gross Negligence of the Buyer, or of any of its employees or agents. Nor shall the Buyer be under any liability whatsoever to the Guarantee Engineer for damage to or loss or destruction of property of the Guarantee Engineer, unless such damage, loss or destruction is caused by Gross Negligence of the Buyer, or of any of its employees or agents. The Guarantee Engineer shall if requested sign a Letter of Indemnity required by the Buyer.

(c)     The Builder shall be under no liability whatsoever to the Buyer, or any of its employees or agents for personal injuries, including death or for damage to or loss or destruction of property of the Buyer, or of any of its employees or agents, caused by the Guarantee Engineer during the

time when he or she is on board the Vessel unless such damage loss or destruction is caused by the Gross Negligence of the Guarantee Engineer. The presence on board of the Guarantee Engineer(s) shall in no way affect the rights and obligations of Builder and Buyer respectively as provided for in this Contract.

ARTICLE XI. OWNERSHIP, RISK AND INSURANCE

1.     Registration

The Builder may mortgage the Vessel and its materials (excluding Buyer’s Supplies if possible) as security for the construction financing, including the provision of refund guarantee(s), for the Vessel and the Buyer shall if necessary give its consent for that purpose. Any such mortgage shall be cancelled and deleted from the relevant registry at the latest on Delivery and Acceptance.

Any materials, parts, machinery or equipment purchased by the Builder and appropriated for the Vessel which are not utilised for the Vessel shall remain the property of the Builder after Delivery and Acceptance of the Vessel, unless identifiable as an item paid for by Buyer and claimed by it for use aboard the Vessel.

The Buyer may register the Buyer’s rights under the Contract and the Vessel under construction in accordance with the rules of the Norwegian Maritime Act with the Builder as title holder.

2.     Risk and Insurance

(a) Until Delivery and Acceptance, the Builder bears the risk of loss of or damage to the Vessel, materials, parts, machinery, boilers and equipment, excluding the Buyer’s Supplies.

(b) The Builder will arrange and pay for customary builders’ risk insurance for the Vessel by insurers reasonably acceptable to Buyer, and keep same in force throughout the construction process until Delivery and Acceptance. The insurance shall include necessary fire and transport insurance of materials and equipment which the Builder procures from Subcontractors. If requested by Buyer, the Builder shall arrange the coverage to include Buyer’s Supplies, with the increase in insurance of Buyer’s Supplies to be paid by the Buyer.

The insured amount shall as a minimum cover the aggregate of the instalments paid by the Buyer pursuant to Article III from time to time together with interest thereon and, where the Builder is requested by the Buyer to so insure, for the value of any Buyer’s Supplies.

By paying extra insurance premiums the Buyer may require that the building insurance is increased to cover the rebuilding value at any time.

The Builder shall cause copies of the policy main terms to be provided to Buyer.

(c)     (i)     The insurance policies shall be taken out in the name of the Builder and Buyer as their interests may appear, and shall include, but not be limited to the hull, equipment, machinery or services provided by any tiers of Subcontractors at the premises of the Builder during the construction period of the Vessel.

(ii)     The Builder may collect directly from the insurance company all sums in respect of its own losses.

(iii)     In the event of partial damage which is to be repaired and which is recoverable under the insurance policies, and provided that such damage shall not constitute a total loss of the Vessel, the Builder shall apply the proceeds recovered under the insurance policies to the repair of such damage satisfactory to the Class and Regulatory Bodies, and (subject to satisfaction of all requirements) the Buyer shall accept the Vessel under the Contract if completed and delivery duly tendered thereafter in compliance with the Contract.

(iv) If prior to its delivery the Vessel sustains such heavy damage that the Builder has no obligation to rebuild the Vessel, or if the parties and/or the insurance company agree that the damage to the Vessel constitutes a total / constructive / compromised total loss, then the Builder shall by mutual agreement between the parties hereto either:

(a) Proceed in accordance with the terms of the Contract, in which case the amount recovered under the insurance policies shall be applied to the reconstruction of the Vessel, provided that the Buyer and the Builder shall first agree in writing to such reasonable postponement of the Delivery Date and adjustment of other terms of the Contract as may be necessary for such reconstruction, or

(b) Refund immediately to the Buyer the amount of all instalments paid to the Builder under this Contract, and the cost of any Buyer’s Supplies insofar these are insured by the coverage procured by the Builder and destroyed, and return any other Buyer’s Supplies in “as is” condition whereupon this Contract shall be deemed to be cancelled and all rights and obligations of the parties hereunder shall terminate forthwith.

If the parties are unable to agree within thirty (30) days as to option (a) or (b) above, then option (b) shall apply.

(v) Subject to the foregoing, the Builder shall for its own account insure the Vessel on terms that are normally used for insuring vessels under construction at Norwegian yards with coverage to be maintained until Delivery and Acceptance of the Vessel.

(vi) War risk insurance for the Vessel with accessories shall be taken out only at the request of the Buyer and for its account.

3.     Waiver of subrogation

The Buyer shall ensure that any insurances procured by or on behalf of the Buyer for the Vessel for coverage from and after Delivery and Acceptance, shall include a waiver of subrogation against the Builder and the Builder’s Subcontractors, and the Buyer shall document the same latest upon Delivery and Acceptance of the Vessel.

ARTICLE XII.     [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL TO INVESTORS AND (2) LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.   

article xii.                       DEFAULT PROVISIONS

1.     Builder’s Default - Cancellation by Buyer

If (i) the Builder is declared bankrupt, commences or becomes subject to proceedings for dissolution, insolvency, receivership or similar relief, or (ii) a Refund Guarantee is rescinded, disavowed or is to expire within [*] and has not been replaced or extended in a manner reasonably satisfactory to Buyer, or if the issuer thereof is declared bankrupt, or becomes subject to proceedings for dissolution, insolvency, receivership, or similar relief and alternative security of a similar tenor by a first class international commercial bank reasonably acceptable to Buyer has not provided in substitution therefor, or (iii) Builder fails to perform any work relating to the design and/or construction of the Vessel (as applicable) for a running period of [*] (excluding any Permissible Delay), then the Buyer may cancel the Contract and without prejudice to its rights under the Refund Guarantees, claim compensation for its losses,

In the event that the Buyer shall exercise its right of cancelling the Contract under and pursuant to any of the provisions of the Contract specifically permitting the Buyer to do so, then the Buyer shall notify the Builder in writing (or by e-mail confirmed by registered mail), and such cancellation shall be effective as of the date notice thereof is received by the Builder.

Upon such cancellation the Builder shall promptly but in any event within ten (10) Working Days either accept the notice of cancellation, or declare its intention to dispute the same under the provisions of Article XIX hereof.

If cancellation is accepted by the Builder, the Builder shall notify the Buyer and the issuer of the Refund Guarantees accordingly and shall refund all sums paid by Buyer to the Builder under Article III hereof, including interest thereon at the rate of interest set out in Article III from the date of payment to the date of refund. The Builder shall make available to the Buyer the Buyer’s Supplies, or if they cannot be made available, the Builder shall pay to the Buyer an amount equal to the value thereof. Upon acceptance by the Builder of the notice of cancellation and refund (and tender of or payment for Buyer’s Supplies, if applicable) as aforesaid, the Builder shall have no liability whatsoever or howsoever arising, whether under law, statute or contract, for any other loss suffered by the Buyer.

If the Builder disputes the Buyer’s entitlement to cancel the Contract and commences arbitration in accordance with Article XIX hereof, the Builder shall have no obligation to refund any amount until a final and unappealable arbitration award (or in the event of an appeal or challenge, a final and unappealable court order) is obtained in favour of the Buyer, in which case the Builder shall then refund any amount ordered by the arbitration tribunal or court (as appropriate), together with interest thereon at the rate of interest set out in Article III, from the date of payment to the date of refund. The arbitration tribunal or court (as appropriate) shall also determine any dispute in relation to the return and/or reimbursement in respect of the Buyer’s Supplies. For the avoidance of doubt, the obligation of the Buyer to refund any instalments that have been paid under Article HI clause 4 shall be reduced by any amounts paid to the Buyer as a result of any demands under the refund guarantee provided for at Article Ill clause 5(a).

2.     Buyer’s Default - Disputes regarding Payment

(a) If the Buyer fails to duly make the payments provided for in Article III, clause 2, the Builder shall by written notice to the Buyer, request payment of the unpaid amount. If the amount has not been paid within ten (10) Banking Days from receipt of such notice, the Builder may postpone the commencement of, or stop the work on the Vessel and enforce payment of its claim. Any time lost as a result of the Builder postponing the commencement of, or stopping the work on the Vessel in accordance with this provision shall be deemed to amount to Permissible Delay.

(b) If twenty (20) days have elapsed from the receipt of the above notice without the Buyer having paid or provided security acceptable to the Builder, the Builder may cancel the Contract.

In either case the Builder may claim compensation for losses caused thereby.

Notwithstanding the above, if there is a dispute in respect of the Buyer’s payment obligation, the Builder has no right to postpone the commencement or stop the work or cancel the Contract, if the Buyer provides security acceptable to the Builder for the disputed unpaid amount.

If the Buyer is declared bankrupt, the Builder may cancel the Contract and claim compensation for its losses.

For the avoidance of doubt, if the Builder cancels this Contract pursuant to this Article XII.2, should the aggregate of (I) any net value realised by the Builder from the Vessel (i.e. the value realised minus the costs of realising it); and (2) the instalments of the Contract Price retained by the Builder, exceed the Builder’s losses, the Builder shall account to the Buyer for such excess (provided always that the Buyer shall not, in any such accounting, be entitled to receive more than the total of all instalments paid by it under Article III prior to cancellation of the Contract).

ARTICLE XIII. ASSIGNMENT

Neither of the parties hereto shall assign or novate the Contract to a third party unless (a) prior consent of the other party is given in writing, such consent not to be unreasonably withheld, or (b) in the case of Buyer, the assignment is (i) to an affiliate of Buyer and notice of the assignment is promptly given to Builder, or (ii) to a financial institution providing financing to or guarantee on behalf of Buyer in connection with this Contract; and subject always to the continuity of the security provided by Buyer pursuant to Article III, clause 5(b) or the provision of substitute security satisfactory to the Builder.

The Contract shall endure to the benefit of and shall be binding upon the lawful successors or the legitimate assigns of either of the parties hereto.

ARTICLE XIV. TAXES AND DUTIES

1.     Taxes and Duties in the country of the Builder

The Builder shall bear and pay all taxes and duties imposed in Norway and in the country of the Builder’s Subcontractors in connection with the execution and/or performance of the Contract, excluding any taxes and duties imposed in the country of the Builder upon the Buyer’s Supplies which shall be for the Buyer’s cost and expense.

2.     Taxes and Duties outside the country of the Builder

The Buyer shall bear and pay all taxes and duties imposed outside the country of the Builder in connection with the execution and/or performance of the Contract, except for taxes and duties imposed upon those items to be procured by the Builder for construction of the Vessel or attributable to a Subcontractor.

ARTICLE XV. PATENTS, TRADEMARKS, COPYRIGHTS

(a) Where they are owned and supplied by a party hereto, that party shall retain all Intellectual Property Rights with respect to the Specification, plans and Drawings, technical. descriptions, calculations, test results and other data, and information and documents concerning the design and construction of the Vessel. The other party undertakes not to disclose the same or divulge any information contained therein to any third parties without the prior written consent of the first party, except where it is necessary for usual operation, repair and maintenance of the Vessel and to subsequent owners and prospective purchasers and charterers.

(b) Each party shall ensure that any manufacture and/or supply according to specifications, drawings, models or other instructions supplied by it in connection with the construction of the Vessel shall not infringe any Intellectual Property Rights of third parties. Should claims nevertheless be made against the non-supplying party in respect of Intellectual Property Rights arising out of or in any way related to the performance of the Contract (including in respect of Builder’s design for the Vessel), the supplying party shall keep the other party indemnified against such claims, including any legal costs in connection therewith.

(c) For the purpose of this sub-clause (c), “Information” means technical information relating to the Vessel designated by one party as confidential and supplied or disclosed by that party to the other, except information which corresponds in substance to information which:

(i) Was developed by and in possession of the other party prior to first receipt from the first party; and/or

(ii) At the date of hereof or hereafter, through no wrongful act or failure to act on the part of the other party, enters the public domain or is received by the other party from a third party without any obligation of confidentiality.

Where it is necessary during the performance of this Contract for one party to make Information available to the other party, the other party shall hold all such Information in confidence and not disclose it to any third parties (except that disclosure to its officers, directors, employees, agents and consultants involved in the construction of the Vessel or in its subsequent maintenance, repair or operation or use if for any purpose other than in connection with the construction of the Vessel and for its subsequent maintenance, repair and operation as provided herein without the prior written consent of the first party, which shall not be unreasonably withheld.

(d) Nothing contained in this Contract shall be construed as an assignment or transferring any intellectual property of any kind from one party to the other, and all such rights including the design of the Vessel are hereby expressly reserved to the true and lawful owner(s) thereof; provided that nothing in this paragraph (d) shall limit or restrict any sale or transfer of interests in or to the Vessel or of the rights of any transferee to use and employment of the Vessel.

ARTICLE XVI. BUYER’S SUPPLIES

1.     Responsibility of Buyer

(a) The Buyer shall, at its own risk, cost and expense, supply and deliver to the Builder all of the items to be furnished by the Buyer, as specified in the Specifications Chapter M and as defined in Article I, at the warehouse or other storage facility of the Builder in a proper condition ready for installation in or on the Vessel, in accordance with a time schedule to be provided within sixty (60) days after Date of Contract by the Buyer and approved by the Builder.

(b) In order for the Builder to install the Buyer’s Supplies in or on the Vessel (if so agreed in writing between the Parties), the Buyer shall furnish the Builder with necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates required by all applicable rules and regulations. If so reasonably requested by the Builder, the Buyer shall without any charge to the Builder cause the representatives of the manufacturers of the Buyer’s Supplies to assist the Builder in installation thereof in or on the Vessel and/or to carry out installation thereof by themselves or to make necessary adjustments at the Builder’s Shipyard, in each case provided such service is customarily rendered by such representatives.

(c) Any and all of the Buyer’s Supplies shall be subject to the Builder’s reasonable right of rejection, when and if they are found to be unsuitable or in improper condition for installation.

(d) Should the Buyer fail to deliver any of the Buyer’s Supplies within the time designated in the approved schedule, any time actually lost shall be Permissible Delay; provided that Buyer may by notice to Builder instruct that construction proceed without installation of such late item(s).

(e) If delay in delivery of any of the Buyer’s Supplies exceeds ten (10) days, then the Builder shall be entitled to proceed with construction of the Vessel without installation thereof in or on the Vessel as hereinabove provided. In such event, or in the event of Buyer instructions pursuant to clause (d), and the Buyer shall accept and take delivery of the Vessel so constructed with any unincorporated Buyer’s Supplies that were not installed by reason of the provisions of clause (d) or this clause (e) delivered as loose items or, if undelivered, separately after the Delivery Date.

(f) The Builder shall permit the Buyer’s personnel and/or Buyer’s subcontractors access to the relevant part of the Vessel for the purpose of installing and commissioning of the Buyer’s Supplies in accordance with the schedule set out in (a). Any installation and commissioning of the Buyer’s Supplies which has an impact on the Delivery Date shall be deemed Permissible Delay.

2.     Responsibility of Builder

The Builder shall be responsible for storing and handling with due diligence the Buyer’s Supplies after delivery thereof at the Builder’s Shipyard. The Builder shall not in any way be responsible for the quality, efficiency and/or performance and/or commissioning and testing of any of the Buyer’s Supplies. In addition, and unless the Builder confirmed in writing the inter-

face design prior to the Buyer’s ordering of the relevant Buyer’s Supplies, the Builder shall bear no responsibility or liability for the inter-face design or any part hereof. Title to Buyer’s Supplies shall at all times remain with Buyer.

3.     Installation of Buyer’s Supplies

If installation of Buyer’s Supplies is not clearly described as included in the Specifications, any installation by the Builder of Buyer’s Supplies in or on the Vessel shall be subject to a written Change Order as set out in Article VI.

The provisions of this Article XVI shall also apply in full for Buyer’s Supplies included in subsequent Change Orders.

ARTICLE XVII. NOTICES

1.     Address

Any and all notices and communications in connection with the Contract shall be in writing; addressed to the applicable Party at the address set forth in the Preamble and given by hand delivery, express service or by email (with any notice by email to be confirmed by a copy by hand or express) as follows:

To the Buyerin duplicate to the attention of

Name:Nikolaos Doulis, S.V.P.

E-mail:
              and

Name:Craig Felenstein, CFO

E-mail: 

To the Builder:

Name:Kristian Sirtre, Managing Director

E-mail: 

2.     Language

Any and all written notices and communications in connection with the Contract shall be in the English language.

ARTICLE XVIII. ENTIRE CONTRACT & INTERPRETATION

1.     Entire Contract

The Contract constitutes the entire agreement between the parties hereto and no promise, undertaking, representation, warranty or statement by either party prior to the date of this Contract shall affect this Contract. Any modification of this Contract shall not be of any effect unless in writing signed by or on behalf of the parties.

2.     Interpretation

If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. Any such amended provision shall be deemed to have had effect since this Contract became effective.

The index and headings (of all levels and types) appearing in this Contract are included for convenience only shall not affect the interpretation of this Contract.

ARTICLE XIX. ARTICLE XIX GOVERNING LAW, DISPUTE AND ARBITRATION

1.     Governing Law

The parties hereto agree that the validity and interpretation of the Contract and of each Article and part thereof and any non-contractual obligations arising under or in relation hereto, shall be governed by and interpreted in accordance with English law.

2.     Arbitration

In the event of any dispute between the parties hereto arising out of or relating to this Contract or any stipulation herein or with respect thereto which cannot be settled by the parties themselves, such dispute shall be resolved by arbitration in London, England in accordance with the Rules of the London Maritime Arbitrators Association (“LMAA”) and the following provisions:

(a) Either party may demand arbitration of any such disputes by giving written notice to the other party. Any demand for arbitration by either party hereto shall state the name of the arbitrator appointed by such party and shall also reasonably identify the dispute. Within fourteen (14) days after receipt of notice of such demand for arbitration, the other party shall in turn appoint a second arbitrator. The two arbitrators thus appointed shall thereupon select a third arbitrator, and the three arbitrators so named shall constitute the tribunal of arbitration (hereinafter called the “Arbitration Tribunal”) for the settlement of such dispute.

(b) In the event however, that said other party should fail to appoint a second arbitrator as aforesaid within fourteen (14) days following receipt of notice of demand of arbitration, it is agreed that such party shall thereby be deemed to have accepted and appointed as its own arbitrator the one already appointed by the party demanding arbitration, and the arbitration shall proceed forthwith before this sole arbitrator, who alone, in such event, shall constitute the Arbitration Tribunal. And in the further event that the two arbitrators appointed respectively by the parties hereto as aforesaid should be unable to reach agreement on the appointment of the third arbitrator within fourteen (14) days from the date on which the second arbitrator is appointed, either party or the said two arbitrators may apply to the president of the LMAA to appoint a third arbitrator. The award of the arbitration made by the sole arbitrator or by the majority of the three arbitrators as the case may be, unless appealed by either party, shall be final, conclusive and binding upon the parties hereto.

(c) All arbitrations shall be conducted in the English language.

(d) The arbitrators) shall determine which party shall bear the expenses of the arbitration or the proportion of such expenses which each party shall bear.

(e) Judgment on any award may be entered in any court of competent jurisdiction.

3.     Technical Matters

Notwithstanding clause 2, in the event of any dispute regarding the interpretation of a Specification, or the determination as to whether any work performed or material provided for the construction of the Vessel conforms to the Specifications, Drawings, or other approved plans

or modifications, either party may by notice to the other cause the matter to be referred to DNV•GL, who is hereby appointed as technical mediator and whose decision as to the matters referred to him shall not be binding on the parties but shall be admissible in any subsequent proceeding. The costs of the technical mediator shall be borne by the parties in shares proportionate to the outcome of the dispute, and in the event of the failure of a party to pay its share within thirty (30) days of invoice the other party may advance the amount thereof to the technical mediator and in such event shall be entitled to recover in any subsequent proceedings as liquidated damages an amount equal to double the amount so advanced.

ARTICLE XX. INTENTIONALLY OMITTED

ARTICLE XXI. ADDITIONAL TERMS

1.     Material and Equipment

All material and equipment provided for construction of the Vessel shall be new, identified by country of origin, not purchased, obtained or used in violation of any EU or U.S. law or sanctions program then in effect, not contraband, counterfeit or embargoed.

The Builder acknowledges that the Buyer intends to arrange financing for the Vessel including export credit guarantee support from GIEK and shall, to the extent reasonable and always within the limits of the Maker’s List and this Contract, cooperate in endeavouring to meet applicable requirements of GIEK as to eligible content.

Subject to a solution for supply and installation of flowmeters being agreed between the parties and effected by way of a signed and effective change order for Hull no. 312, an identical solution will be offered for the Vessel. Provided that the supply and installation of flowmeters are identical to the technical solution agreed for Hull no. 312, the change order to be offered for the Vessel will be on the following commercial terms: (i) the Buyer shall procure, pay for and deliver (as Buyer’s Supplies) all components (including commissioning) relevant to the supply and installation of the flowmeters; (ii) the engineering documentation developed and paid for by the Buyer for Hull no. 312 shall be reused and as such not charged separately for the Vessel; and (iii) the Builder shall install the flowmeters on the Vessel and connect it to the Vessel’s automation system without additional costs to the Buyer and without any entitlement on the part of the Builder to additional time on account of such work.

2.     Environmental Considerations

Builder shall give due consideration when selecting materials for use in constructing the Vessel to its eventual disposition and to the extent practicable to the use of materials better adopted to recycling while minimizing the use of hazardous materials.

3.     Effectiveness

This Contract shall become effective upon the signing of this Contract on behalf of both the Builder and the Buyer.

4.     Execution

The Contract, including the Conditions of Contract with their Appendices, has been drawn up in two identical originals, one for each party.

This Contract may be executed in two counterparts, each of which when executed and delivered shall constitute a duplicate original, but the counterparts shall together constitute the one agreement.

Ulsteinvik, 25 February 2019          New York, 25 February 2019

Name: Kristian Swtre
For and on behalf of
Ulstein Verft AS Name: Sven Olof Lindblad For and on behalf of Linblad Maritime Enterprises, Ltd. Lindblad Maritime Enterprises, Ltd

Appendix I      Buyer’s Form of Corporate Guarantee

Appendix II     Builder’s Form of Refund Guarantee

Appendix III   Building Specifications

Appendix IV    Additional Changes for Hull No, 316

Appendix V     Lump sums

Appendix VI   GAP analysis from the Classification Society

Appendix VII  Fuel Consumption Guarantee

Appendix VIII Fuel Oil Consumption Estimate

Appendix IX    Submarine Handling and Storage Capability Alternative Solutions 

                          GE

EX-10.2

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 30, 2019
Document Information [Line Items]
Entity Registrant Name	LINDBLAD EXPEDITIONS HOLDINGS, INC.
Entity Central Index Key	0001512499
Trading Symbol	lind
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding (in shares)		45,798,866
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 70,103	$ 113,396
Restricted cash	30,537	8,755
Marine operating supplies	5,465	5,165
Inventories	1,523	1,604
Prepaid expenses and other current assets	27,963	21,263
Total current assets	135,591	150,183
Property and equipment, net	315,330	285,979
Goodwill	22,105	22,105
Intangibles, net	7,580	7,975
Deferred tax asset	1,078
Right-to-use lease assets	6,027
Other long-term assets	6,096	7,167
Total assets	493,807	473,409
Current Liabilities:
Unearned passenger revenues	129,505	123,489
Accounts payable and accrued expenses	31,176	33,944
Lease liabilities - current	1,166
Long-term debt - current	2,000	2,000
Total current liabilities	163,847	159,433
Long-term debt, less current portion	188,005	188,089
Deferred tax liabilities		2,787
Lease liabilities	5,026
Other long-term liabilities	1,379	554
Total liabilities	358,257	350,863
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTEREST	6,908	6,502
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; 45,768,715 and 45,814,925 issued, 45,608,143 and 45,442,728 outstanding as of March 31, 2019 and December 31, 2018, respectively	5	5
Additional paid-in capital	41,102	41,539
Retained earnings	89,844	75,171
Accumulated other comprehensive income	(2,309)	(671)
Total stockholders' equity	128,642	116,044
Total liabilities, stockholders' equity and redeemable noncontrolling interest	$ 493,807	$ 473,409

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanidng (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	45,768,715	45,814,925
Common stock, shares outstanding (in shares)	45,608,143	45,442,728

XML

Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Tour revenues	$ 89,654	$ 82,410
Operating expenses:
Cost of tours	39,017	35,871
General and administrative	16,082	15,050
Selling and marketing	14,002	12,073
Depreciation and amortization	6,188	5,045
Total operating expenses	75,289	68,039
Operating income	14,365	14,371
Other expense:
Interest expense, net	(2,989)	(2,734)
Gain (loss) on foreign currency	656	(451)
Other (expense) income	(19)	8
Total other expense	(2,352)	(3,177)
Income before income taxes	12,013	11,194
Income tax (benefit) expense	(3,066)	277
Net income	15,079	10,917
Net income attributable to noncontrolling interest	406	121
Net income available to common stockholders	$ 14,673	$ 10,796
Weighted average shares outstanding
Basic (in shares)	45,565,381	45,274,540
Diluted (in shares)	47,429,343	45,667,565
Net income per share available to common stockholders
Basic (in dollars per share)	$ 0.32	$ 0.24
Diluted (in dollars per share)	$ 0.31	$ 0.24

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net income	$ 15,079	$ 10,917
Other comprehensive income:
Net unrealized loss	(1,638)
Total other comprehensive income	(1,638)
Total comprehensive income	$ 13,441	$ 10,917

XML

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance (in shares) at Dec. 31, 2017	45,427,030
Balance at Dec. 31, 2017	$ 5	$ 42,498	$ 63,819		$ 106,322
Stock-based compensation (in shares)
Stock-based compensation		866			866
Issuance of stock for equity compensation plans, net (in shares)	349,643
Issuance of stock for equity compensation plans, net		(4,179)			(4,179)
Repurchase of shares and warrants (in shares)	(9,030)
Repurchase of shares and warrants		(854)			(854)
Net income (loss)			10,796		10,796
Balance (in shares) at Mar. 31, 2018	45,767,643
Balance at Mar. 31, 2018	$ 5	38,331	74,615		112,951
Balance (in shares) at Dec. 31, 2018	45,814,925
Balance at Dec. 31, 2018	$ 5	41,539	75,171	(671)	116,044
Stock-based compensation (in shares)
Stock-based compensation		753			753
Issuance of stock for equity compensation plans, net (in shares)	(44,315)
Issuance of stock for equity compensation plans, net		(1,167)			(1,167)
Repurchase of shares and warrants (in shares)	(1,895)
Repurchase of shares and warrants		(23)			(23)
Other comprehensive loss, net				(1,638)	(1,638)
Net income (loss)			14,673		14,673
Balance (in shares) at Mar. 31, 2019	45,768,715
Balance at Mar. 31, 2019	$ 5	$ 41,102	$ 89,844	$ (2,309)	$ 128,642

XML

Condensed Consolidated Statements of Cash Flows (Unaduited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flows From Operating Activities
Net income	$ 15,079	$ 10,917
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,188	5,045
Amortization of National Geographic fee	727	727
Amortization of deferred financing costs and other, net	434	608
Stock-based compensation	753	866
Deferred income taxes	(3,865)	347
(Gain) loss on foreign currency	(656)	451
Write-off of unamortized issuance costs related to debt refinancing		359
Changes in operating assets and liabilities
Marine operating supplies and inventories	(219)	(400)
Prepaid expenses and other current assets	(6,699)	(1,754)
Right-to-use lease assets	(6,027)
Lease liabilities	6,192
Unearned passenger revenues	6,016	(939)
Other long-term assets	(1,294)	10
Other long-term liabilities	825	8
Accounts payable and accrued expenses	(2,112)	(5,727)
Net cash provided by operating activities	15,342	10,518
Cash Flows From Investing Activities
Purchases of property and equipment	(35,144)	(14,502)
Net cash used in investing activities	(35,144)	(14,502)
Cash Flows From Financing Activities
Proceeds from long-term debt		200,000
Repayments of long-term debt	(500)	(170,625)
Payment of deferred financing costs	(18)	(6,297)
Repurchase under stock-based compensation plans and related tax impacts	(1,167)	(4,179)
Repurchase of warrants and common stock	(23)	(854)
Net cash (used in) provided by financing activities	(1,708)	18,045
Effect of exchange rate changes on cash		(40)
Net (decrease) increase in cash, cash equivalents and restricted cash	(21,510)	14,021
Cash, cash equivalents and restricted cash at beginning of period	122,150	103,500
Cash, cash equivalents and restricted cash at end of period	100,640	117,521
Supplemental disclosures of cash flow information:
Interest	3,377	3,012
Income taxes	23	45
Non-cash investing and financing activities:
Additional paid-in capital exercise proceeds of option shares		1,682
Additional paid-in capital exchange proceeds used for option shares		$ (1,682)

XML

Note 1 - Business and Basis of Presentation

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

NOTE

1

– BUSINESS AND BASIS OF PRESENTATION

Business

Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries (the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company currently operates a fleet of

eight

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, Inc. (“Natural Habitat”) brand.

The Company operates the following reportable business segments:

Lindblad

– Offers primarily ship-based expeditions aboard 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 provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions.

Natural Habitat

– Offers primarily land-based adventure travel expeditions around the globe, as well as select itineraries on small chartered vessels for parts of the year. Natural Habitat’s expeditions include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos tours and African safaris. 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.

 

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 and include the accounts and transactions of the Company. 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, 2018

contained in the Company’s Annual Report on Form

10

-K filed with the SEC on

February 28, 2019 (

the

“2018

Annual Report”).

The presentation of certain prior year items in the notes to the condensed consolidated financial statements of the Company have been reclassified to conform to the

2019

 presentation. The reclassifications had

no

effect on previously reported results of operations or retained earnings.

There have been

no

significant changes to the Company’s accounting policies from those disclosed in the

2018

Annual Report other than those noted below.

The Company accounts for its various operating leases in accordance with Accounting Standards Codification (“ASC”)

842

-

Leases

as updated by Accounting Standards Update (“ASU”)

2016

-

02.

At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments on its balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. The Company reviewed its contracts with vendors and customers, determining that its right-to-use lease assets consisted primarily of office space operating leases. In determining the right-to-use lease assets and related lease liabilities, the Company did

not

recognize any lease extension options and elected to exclude leases with terms of

12

-months or less. During the

three

months ended

March 31, 2019

and

2018,

the Company recognized

$0.4

million and

$0.3

million, respectively, in operating lease expense. As of

March 31, 2019,

the Company’s remaining weighted average operating lease terms were approximately

71.1

months. A reconciliation of undiscounted cash flows to lease liabilities recognized as of

March 31, 2019

is as follows:

(In thousands)	Operating Lease Payments
	(unaudited)
2019 (nine months)	$	870
2020		1,190
2021		1,222
2022		1,283
2023		1,165
Thereafter		1.602
Present value discount (6% weighted average)		(1,140	)
Total lease liability	$	6,192

Accounting Pronouncements Recently Adopted

In

February 2016,

the Financial Accounting Standards Board (“FASB”) issued ASU

2016

-

02,

 

Leases

 (Topic

842

) and in

July 2018

issued ASU

2018

-

11,

 

Leases

 (Topic

842

): 

Targeted Improvements

. The guidance requires the recognition of lease right-of-use assets and lease liabilities by lessees for those leases previously classified as operating. This guidance was issued to increase transparency and comparability among organizations by disclosing key information about leasing arrangements and requiring the recognition of current and non-current right-of-use assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases. ASU

2016

-

02

is effective for fiscal years beginning after

December 15, 2018.

The Company adopted this guidance on

January 1, 2019,

as required, electing to apply retrospectively at the period of adoption with practical expedients. The adoption of this guidance had a material impact on the Company’s balance sheet by virtue of including the present value of its future operating lease payments as a liability of

$6.2

million and related right-to-use lease assets.

In

August 2018,

the FASB issued ASU

2018

-

13,

 

Fair Value Measurement

 (Topic

820

): 

Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

. This amendment is intended to improve the effectiveness of fair value measurement disclosures by adding and modifying a few disclosure requirements, as well as eliminating several disclosures. ASU

2018

-

13

is effective for fiscal years beginning after

December 15, 2018.

The Company adopted this guidance on

January 1, 2019,

as required, and it did

not

have a material impact on the Company’s financial position or results of operations.

In

August 2018,

the FASB issued ASU

2018

-

15

Intangibles—Goodwill and Other—Internal-Use Software

(Subtopic

350

-

40

):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract

. The amendments in this Update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU

2018

-

15

is effective for fiscal years beginning after

December 15, 2019

and early adoption is permitted. The Company adopted this guidance on

January 1, 2019, 

and it did

not

have a material impact on the Company's financial statements at the time of adoption.

XML

Note 2 - Earnings Per Share

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE

2

– EARNINGS PER SHARE

Earnings per Common Share

Earnings per common share is computed by dividing net income available to common stockholders 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

months ended

March 31, 2019

and

2018,

the Company calculated earnings per share as follows:

	For the three months ended March 31,
(In thousands, except share and per share data)	2019		2018
	(unaudited)		(unaudited)
Net income available to common stockholders	$	14,673	$	10,796
Weighted average shares outstanding:
Total weighted average shares outstanding, basic		45,565,381		45,274,540
Dilutive potential common shares		1,863,962		393,025
Total weighted average shares outstanding, diluted		47,429,343		45,667,565
Net income per share available to common stockholders
Basic	$	0.32	$	0.24
Diluted	$	0.31	$	0.24

As of

March 31, 2019,

0.2

 million restricted shares are excluded from dilutive potential common shares as they were anti-dilutive. As of

March 31, 2018,

0.2

million restricted shares,

0.2

million options and

10.1

million warrants are excluded from dilutive potential common shares as they were anti-dilutive.

XML

Note 3 - Revenues

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

NOTE

3

– REVENUES

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 sheets when received and are subsequently recognized as tour revenue over the duration of the expedition. Accounting Standards Codification,

Revenue from Contracts with Customers

(Topic

606

) defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. The Company does

not

consider guest deposits to be a contract liability until the guest

no

longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund. The change in contract liabilities within unearned passenger revenues presented in our condensed consolidated balance sheets are as follows:

	As of March 31, 2019
(In thousands)	(unaudited)
Balance as of January 1, 2019	$	70,903
Recognized in tour revenues during the period		(69,837	)
Additional contract liabilities in period		51,616
Balance as of March 31, 2019	$	52,682

 

The following table disaggregates our total revenues by revenue type:

	For the three months ended March 31,
	2019		2018
(In thousands)	(unaudited)		(unaudited)
Guest ticket revenues	$	80,333	$	74,330
Other tour revenue		9,321		8,080
Tour Revenues	$	89,654	$	82,410

XML

Note 4 - Financial Statement Details

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Condensed Financial Statements [Text Block]

NOTE

4

– FINANCIAL STATEMENT DETAILS

The following is a reconciliation of cash, cash equivalents and restricted cash to the statement of cash flows:

	For the three months ended March 31,
(In thousands)	2019		2018
	(unaudited)		(unaudited)
Cash and cash equivalents	$	70,103	$	97,284
Restricted cash		30,537		20,237
Total cash, cash equivalents and restricted cash as presented in the statement of cash flows	$	100,640	$	117,521

Restricted cash consist of the following:

	As of March 31, 2019		As of December 31, 2018
(In thousands)	(unaudited)
Federal Maritime Commission escrow	$	27,198	$	5,823
Credit card processor reserves		1,530		1,530
Certificates of deposit and other restricted securities		1,809		1,402
Total restricted cash	$	30,537	$	8,755

The Company’s prepaid expenses and other current assets consist of the following:

(In thousands)	As of March 31, 2019		As of December 31, 2018
	(unaudited)
Prepaid tour expenses	$	14,816	$	10,617
Prepaid corporate insurance		3,426		1,158
Prepaid client insurance		2,659		2,436
Prepaid marketing, commissions and other expenses		2,639		2,622
Prepaid air expense		2,473		2,973
Prepaid port agent fees		1,781		1,433
Prepaid income taxes		169		24
Total prepaid expenses	$	27,963	$	21,263

The Company’s accounts payable and accrued expenses consist of the following:

(In thousands)	As of March 31, 2019		As of December 31, 2018
	(unaudited)
Accounts payable	$	11,545	$	9,326
Accrued other expense		9,323		11,851
Employee liability		2,979		2,943
Bonus compensation liability		1,985		5,195
Royalty payable		1,417		1,005
Income tax liabilities		1,817		576
Travel certificate liability		882		1,088
Refunds and commissions payable		801		1,533
Accrued travel insurance expense		427		427
Total accounts payable and accrued expenses	$	31,176	$	33,944

XML

Note 5 - Long-term Debt

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE

5

– LONG-TERM DEBT

	As of March 31, 2019									As of December 31, 2018
	(unaudited)
(In thousands)	Principal			Deferred Financing Costs, net			Balance			Principal			Deferred Financing Costs, net			Balance
Note payable	$	2,525		$	-		$	2,525		$	2,525		$	-		$	2,525
Credit Facility		198,500			(11,020	)		187,480			199,000			(11,436	)		187,564
Total long-term debt		201,025			(11,020	)		190,005			201,525			(11,436	)		190,089
Less current portion		(2,000	)		-			(2,000	)		(2,000	)		-			(2,000	)
Total long-term debt, non-current	$	199,025		$	(11,020	)	$	188,005		$	199,525		$	(11,436	)	$	188,089

For the

three

months ended

March 31, 2019

and

2018,

deferred financing costs charged to interest expense was

$0.4

 million and

$0.6

million, respectively.

Credit Facility

In

March 2018,

the Company entered into the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), providing for a

$200.0

million senior secured

first

lien term loan facility (the “Term Facility”), maturing

March 2025,

and 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 Term Facility bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of

3.50%,

for an aggregated rate of

5.99%

as of

March 31, 2019.

Borrowings under the Revolving Facility

may

be used for general corporate and working capital purposes and related fees and expenses. As of

March 31, 2019,

the Company had

no

borrowings under the Revolving Facility.

Senior Secured Credit Agreement

In

January 2018,

the Company entered into a senior secured credit agreement (the “Export Credit Agreement”) with Citibank, N.A., London Branch and Eksportkreditt Norge AS, to make available to the Company 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,

targeted to be completed in

January 2020.

If drawn upon, the loan will be made at the time of delivery of the vessel. The Export Credit Agreement, at the Company's election, 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.

Note Payable

In connection with the Natural Habitat acquisition in

May 2016,

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.

Covenants

The Company’s Amended Credit Agreement and Export Credit Agreement contain financial and restrictive covenants that include among others, net leverage ratios, limits on additional indebtedness and limits on certain investments. As of

March 31, 2019,

the Company was in compliance with its covenants.

XML

Note 6 - Financial Instruments and Fair Value Measurements

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Derivatives and Fair Value [Text Block]

NOTE

6

– FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Derivative Instruments and Hedging Activities

The Company’s derivative assets and liabilities consist principally of foreign exchange forward contracts and interest rate caps and are carried at fair value based on significant observable inputs (Level

2

inputs). Derivatives entered into by the Company are typically executed over-the-counter and are valued using internal valuation techniques, as quoted market prices are

not

readily available. The valuation technique and inputs depend on the type of derivative and the nature of the underlying exposure. The Company principally uses discounted cash flows along with fair value models that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, currency exchange rates, interest rate yield curves and counterparty credit risks.

Currency Risk

. The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with certain of its non-U.S.-dollar denominated receivables and payables. The Company primarily hedges a portion of its current-year currency exposure to the Australian, Canadian, New Zealand and Zimbabwe dollars, the Euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge.

In

March 2019,

the Company entered into foreign exchange forward contracts, designated as cash flow hedges, to hedge its exposure to Norwegian Kroner ("NOK"), related to the Company’s contract to purchase the new polar ice-class vessel (see Note

11

– Commitments and Contingencies). The cost of the foreign exchange forward contracts will be amortized to interest expense over their lives, from the effective date through settlement dates.

Interest Rate Risk

. The Company uses interest rate caps, designated as cash flow hedges, to manage the risk related to its floating rate corporate debt.

The Company records the effective portion of changes in the fair value of its cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized. Any changes in fair values of hedges that are determined to be ineffective are immediately reclassified from accumulated other comprehensive income (loss) into earnings.

No

gains or losses of the Company’s cash flow hedges were considered to be ineffective and reclassified from other comprehensive income (loss) to earnings for the period ended

March 31, 2019.

The Company estimates that approximately

$0.3

million of losses currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next

12

months due to maturity of the cash flow hedge and the hedged item. The Company will continue to assess the effectiveness of the hedges on an ongoing basis.

The Company held the following derivative instruments with absolute notional values as of

March 31, 2019:

(in thousands)	Absolute Notional Value
Interest rate caps	$	100,000
Foreign exchange contracts		150,131

Estimated fair values (Level

2

) of derivative instruments were as follows:

	As of March 31, 2019				As of December 31, 2018
	(unaudited)
(in thousands)	Fair Value, Asset Derivatives		Fair Value, Liability Derivatives		Fair Value, Asset Derivatives		Fair Value, Asset Derivatives
Derivatives designated as hedging instruments
Foreign exchange forward (a)	$	-	$	1,629	$	-	$	-
Interest rate cap (b)		560		-		710		-
Total	$	560	$	1,629	$	710	$	-
Derivatives not designated as hedging instruments
Foreign exchange forward (c)	$	-	$	672	$	-	$	1,328
Total	$	-	$	672	$	-	$	1,328

_________

(a) Recorded in accounts payable and accrued expenses and other long-term liabilities.

(b) Recorded in prepaid expenses and other current assets and other long-term assets.

(c) Recorded in accounts payable and accrued expenses.

Changes in the fair value of the Company’s hedging instruments are recorded in accumulated other comprehensive income, pursuant to the guidelines of cash flow hedge accounting as outlined in ASC

815.

The effects of derivatives recognized in the Company’s condensed consolidated financial statements were as follows:

	Three Months Ended March 31,
(In thousands)	2019		2018
	(unaudited)
Derivatives designated as hedging instruments (a) :
Foreign exchange forward contracts	$	1,488	$	-
Interest rate caps		149		-
Derivatives not designated as hedging instruments (b) :
Foreign exchange forward contracts		656		(451	)
Total	$	2,293	$	(451	)

__________

(a) Recognized, net of tax, as a component of other comprehensive income (loss) within stockholders’ equity.

(b) Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged. During the three months ended March 31, 2019, a gain of $0.7  million was recognized in gain (loss) on foreign currency. During the three months ended March 31, 2018, a loss of $0.5  million was recognized in gain (loss) on foreign currency.

Fair Value Measurements

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

March 31, 2019.

As of

March 31, 2019

and

December 31, 2018,

the Company had

no

other significant liabilities that were measured at fair value on a recurring basis.

XML

Note 7 - Stockholders' Equity

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

7

– STOCKHOLDERS’ EQUITY

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

three

months ended

March 31, 2019,

the Company repurchased

1,895

 shares of common stock for approximately

$23,000.

The Company has cumulatively repurchased

866,701

 shares of common stock for

$8.2

 million and

6,011,926

warrants for

$14.7

million, since plan inception. The balance for the Repurchase Plan was

$12.1

 million as of

March 31, 2019.

As of

March 31, 2019,

10,088,074

warrants, expiring

July 8, 2020,

were outstanding to purchase common stock at a price of

$11.50

per share.

XML

Note 8 - Stock Based Compensation

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

NOTE

8

– STOCK BASED COMPENSATION

The Company is authorized to issue up to

2.5

million shares of common stock under the

2015

Long-Term Incentive Plan to key employees, and as of

March 31, 2019,

approximately

1.3

million shares were available to be granted.

As of

March 31, 2019

and

December 31, 2018,

options to purchase an aggregate of

220,000

shares of the Company’s common stock, with a weighted average exercise price of

$9.63,

were outstanding. As of

March 31, 2019,

120,000

 options were exercisable.

The Company recorded stock-based compensation expense of 

$0.8

 million and 

$0.9

million during the

three

months ended 

March 31, 2019

and

2018,

respectively.

2019

Long-Term Incentive Compensation

During the

three

months ended

March 31, 2019,

the Company granted

105,406

restricted stock units ("RSUs") with a weighted average grant price of

$15.16.

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 on the applicable vesting date.

During the

three

months ended

March 31, 2019,

the Company awarded

61,631

 of targeted performance stock units ("PSUs") with a weighted average grant price of

$15.25.

The PSUs are performance-vesting equity incentive awards that will be earned based on our performance against metrics relating to annual Adjusted EBITDA and annual revenue. 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. The number of shares were determined based upon the closing price of our common stock on the date of the award.

XML

Note 9 - Related Party Transactions

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE

9

 – RELATED PARTY TRANSACTIONS

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. The extension of the agreements, entered into

July 2015, 

between the Company and National Geographic 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 the Company’s common stock as

July 8, 2015,

including all outstanding options, warrants or other derivative securities (excluding options granted under the

2015

Plan and shares issuable upon the exercise of warrants). During

March 2019,

National Geographic exercised its rights in full under the option agreement to acquire the shares, and in a cashless transaction acquired

891,113

shares from Mr. Lindblad.

XML

Note 10 - Income Taxes

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE

10

 – 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

March 31, 2019,

and

December 31, 2018,

the Company had a liability for unrecognized tax benefits of

$0.1

 million and

$0.6

million, respectively, 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

months ended

March 31, 2019

and

2018,

interest and penalties related to uncertain tax positions included in income tax expense are

not

significant. The Company's effective tax rate for the

three

months ended

March 31, 2019

was a benefit of

25.5%

and for the

three

months ended

March 31, 

2018

 was an expense of

2.5%.

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 (except for the Ecuador entities, where the Company's foreign tax returns for the current year and

three

 prior years remain subject to examination by tax authorities).

XML

Note 11 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE

11

 – COMMITMENTS AND CONTINGENCIES

Fleet Expansion

In

2017,

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 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, dead weight, 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.

During

February 2019,

the Company entered into an agreement with Ulstein Verft, to construct a

second

polar ice class vessel, a sister ship of the

National Geographic Endurance

, with a total purchase price of

1,291.0

 million NOK. The purchase price is subject to potential adjustments from contract specifications for variations in speed, dead weight, fuel consumption and delivery date. The purchase price is due in installments, with the

first

20%

 paid shortly after execution of the agreement,

50%

 to be paid over the duration of the build and the final

30%

due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in

September 

2021.

During

March 2019,

the Company entered into foreign exchange forward contracts to lock in a purchase price for the

second

polar ice class vessel of

$153.5

 million, subject to potential contract specification adjustments.

Royalty Agreement – National Geographic

The Company is party to 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 pre- and post-expedition extensions. A pre- and post-expedition extension occurs when a guest extends his or her trip with pre- or post-voyage hotel nights. Royalty expense was

$1.4

 million for the

three

months ended

March 31, 2019

and

2018.

The royalty balances outstanding to National Geographic as of

March 31, 2019

and

December 31, 2018

was

$1.4

 million and

$1.0

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 WWF, which allows it to use the WWF name and logo. In return for these rights, Natural Habitat is charged a royalty fee and a fee based on annual gross sales. The fees are included within selling and marketing expense on the accompanying condensed consolidated statements of operations. This royalty fee expense was 

$0.2

 million for the

three

months ended

March 31, 2019

and

2018.

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

March 31, 2019

are as follows:

Charter Commitments
For the years ended December 31,	Amount
(In thousands)	(unaudited)
2019 (nine months)	$	7,098
2020		9,871
2021		2,031
2022		1,850
Total	$	20,850

Legal Proceedings

From time to time, the Company is party to litigation and regulatory matters and claims. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability will be incurred and the amount or range of the loss can be reasonably estimated. The results of complex proceedings and reviews are difficult to predict and the Company’s view of these matters

may

change in the future as events related thereto unfold. An unfavorable outcome to any legal or regulatory matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

XML

Note 12 - Segment Information

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE

12

 – SEGMENT INFORMATION

The Company is primarily a specialty cruise and adventure expedition operator with operations in

two

segments, Lindblad and Natural Habitat. The Company evaluates the performance of the business based largely on the results of its 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. While both segments have similar characteristics, the

two

operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation.

The Company evaluates the performance of its business segments based largely on tour revenues and operating income, without allocating other income and expenses, net, income taxes and interest expense, net. For the

three

months ended

March 31, 2019

and

2018,

operating results were as follows:

	For the three months ended March 31,
	2019		2018		Change			%
(In thousands)	(unaudited)		(unaudited)
Tour revenues:
Lindblad	$	76,038	$	70,453	$	5,585			8	%
Natural Habitat		13,616		11,957		1,659			14	%
Total tour revenues	$	89,654	$	82,410	$	7,244			9	%
Operating Income:
Lindblad	$	13,641	$	13,439	$	202			2	%
Natural Habitat		724		932		(208	)		(22	%)
Total operating income	$	14,365	$	14,371	$	(6	)		(0	%)

Depreciation and amortization are included in segment operating income as shown below:

	For the three months ended March 31,
	2019		2018		Change		%
(In thousands)	(unaudited)		(unaudited)
Depreciation and amortization:
Lindblad	$	5,794	$	4,684	$	1,110		24	%
Natural Habitat		394		361		33		9	%
Total depreciation and amortization	$	6,188	$	5,045	$	1,143		23	%

The following table presents our total assets, intangibles, net and goodwill by segment:

	As of March 31, 2019		As of December 31, 2018
(In thousands)	(unaudited)
Total Assets:
Lindblad	$	425,307	$	409,622
Natural Habitat		68,500		63,787
Total assets	$	493,807	$	473,409
Intangibles, net:
Lindblad	$	3,869	$	4,050
Natural Habitat		3,711		3,925
Total intangibles, net	$	7,580	$	7,975
Goodwill:
Lindblad	$	-	$	-
Natural Habitat		22,105		22,105
Total goodwill	$	22,105	$	22,105

For the

three

months ended

March 31, 2019

and

2018

there were

$1.7

 million and

$1.0

million in intercompany tour revenues between the Lindblad and Natural Habitat segments eliminated in consolidation, respectively.

XML

Note 13 - Subsequent Event

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

13

 – SUBSEQUENT EVENT

On

April 8, 2019,

the Company entered into a senior secured credit agreement (the “Second Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (“EK” and together with Citi, the “Lenders”). Pursuant to the Second Export Credit Agreement, the Lenders have agreed to make available to the Company, at the Company's option and subject to certain conditions, a loan in an aggregate principal amount

not

to exceed

$122.8

million for the purpose of providing pre- and post- delivery financing for up to

80%

of the purchase price of the Company’s new expedition ice-class cruise vessel targeted to be completed in

September 2021.

The Second Export Credit Agreement will bear an interest rate, at the Company’s option, of either a fixed rate of

6.36%

or a variable rate equal to

three

-month LIBOR plus a margin of

3.00%

per annum.

30%

of the borrowing will mature over

five

years from drawdown, and

70%

of the borrowing will mature over

twelve

years from drawdown. Additionally,

70%

 percent of the loan will be guaranteed by Garantiinstituttet for eksportkreditt, the official export credit agency of Norway.

XML

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

 

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 and include the accounts and transactions of the Company. 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, 2018

contained in the Company’s Annual Report on Form

10

-K filed with the SEC on

February 28, 2019 (

the

“2018

Annual Report”).

The presentation of certain prior year items in the notes to the condensed consolidated financial statements of the Company have been reclassified to conform to the

2019

 presentation. The reclassifications had

no

effect on previously reported results of operations or retained earnings.

There have been

no

significant changes to the Company’s accounting policies from those disclosed in the

2018

Annual Report other than those noted below.

The Company accounts for its various operating leases in accordance with Accounting Standards Codification (“ASC”)

842

-

Leases

as updated by Accounting Standards Update (“ASU”)

2016

-

02.

At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments on its balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. The Company reviewed its contracts with vendors and customers, determining that its right-to-use lease assets consisted primarily of office space operating leases. In determining the right-to-use lease assets and related lease liabilities, the Company did

not

recognize any lease extension options and elected to exclude leases with terms of

12

-months or less. During the

three

months ended

March 31, 2019

and

2018,

the Company recognized

$0.4

million and

$0.3

million, respectively, in operating lease expense. As of

March 31, 2019,

the Company’s remaining weighted average operating lease terms were approximately

71.1

months. A reconciliation of undiscounted cash flows to lease liabilities recognized as of

March 31, 2019

is as follows:

(In thousands)	Operating Lease Payments
	(unaudited)
2019	$	870
2020		1,190
2021		1,222
2022		1,283
2023		1,165
Thereafter		1.602
Present value discount (6% weighted average)		(1,140	)
Total lease liability

New Accounting Pronouncements, Policy [Policy Text Block]

Accounting Pronouncements Recently Adopted

In

February 2016,

the Financial Accounting Standards Board (“FASB”) issued ASU

2016

-

02,

 

Leases

 (Topic

842

) and in

July 2018

issued ASU

2018

-

11,

 

Leases

 (Topic

842

): 

Targeted Improvements

. The guidance requires the recognition of lease right-of-use assets and lease liabilities by lessees for those leases previously classified as operating. This guidance was issued to increase transparency and comparability among organizations by disclosing key information about leasing arrangements and requiring the recognition of current and non-current right-of-use assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases. ASU

2016

-

02

is effective for fiscal years beginning after

December 15, 2018.

The Company adopted this guidance on

January 1, 2019,

as required, electing to apply retrospectively at the period of adoption with practical expedients. The adoption of this guidance had a material impact on the Company’s balance sheet by virtue of including the present value of its future operating lease payments as a liability of

$6.2

million and related right-to-use lease assets.

In

August 2018,

the FASB issued ASU

2018

-

13,

 

Fair Value Measurement

 (Topic

820

): 

Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

. This amendment is intended to improve the effectiveness of fair value measurement disclosures by adding and modifying a few disclosure requirements, as well as eliminating several disclosures. ASU

2018

-

13

is effective for fiscal years beginning after

December 15, 2018.

The Company adopted this guidance on

January 1, 2019,

as required, and it did

not

have a material impact on the Company’s financial position or results of operations.

In

August 2018,

the FASB issued ASU

2018

-

15

Intangibles—Goodwill and Other—Internal-Use Software

(Subtopic

350

-

40

):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract

. The amendments in this Update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU

2018

-

15

is effective for fiscal years beginning after

December 15, 2019

and early adoption is permitted. The Company adopted this guidance on

January 1, 2019, 

and it did

not

have a material impact on the Company's financial statements at the time of adoption.

XML

Note 1 - Business and Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

(In thousands)	Operating Lease Payments
	(unaudited)
2019 (nine months)	$	870
2020		1,190
2021		1,222
2022		1,283
2023		1,165
Thereafter		1.602
Present value discount (6% weighted average)		(1,140	)
Total lease liability	$	6,192

XML

Note 2 - Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	For the three months ended March 31,
(In thousands, except share and per share data)	2019		2018
	(unaudited)		(unaudited)
Net income available to common stockholders	$	14,673	$	10,796
Weighted average shares outstanding:
Total weighted average shares outstanding, basic		45,565,381		45,274,540
Dilutive potential common shares		1,863,962		393,025
Total weighted average shares outstanding, diluted		47,429,343		45,667,565
Net income per share available to common stockholders
Basic	$	0.32	$	0.24
Diluted	$	0.31	$	0.24

XML

Note 3 - Revenues (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Contract with Customer, Asset and Liability [Table Text Block]

	As of March 31, 2019
(In thousands)	(unaudited)
Balance as of January 1, 2019	$	70,903
Recognized in tour revenues during the period		(69,837	)
Additional contract liabilities in period		51,616
Balance as of March 31, 2019	$	52,682

Disaggregation of Revenue [Table Text Block]

	For the three months ended March 31,
	2019		2018
(In thousands)	(unaudited)		(unaudited)
Guest ticket revenues	$	80,333	$	74,330
Other tour revenue		9,321		8,080
Tour Revenues	$	89,654	$	82,410

XML

Note 4 - Financial Statement Details (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Table Text Block]

<div style="display: inline; font-family: times new roman; font-size: 10pt"><table style="; font-size: 10pt; font-family: "Times New Roman", Times, serif; text-indent: 0px; min-; min-width: 700px;" cellspacing="0" cellpadding="0" border="0"> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td colspan="6" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></div><div style=" background-color:#FFFFFF;font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">For the three months ended<br /> March 31,</div></div></div></div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); padding-bottom: 1px;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); width: 70%;"> <div style=" background-color: rgb(255, 255, 255); font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">(In thousands)</div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div><div style=" background-color:#FFFFFF;font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">2019</div></div></div></div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); padding-bottom: 1px;"> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div><div style=" background-color:#FFFFFF;font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">2018</div></div></div></div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); padding-bottom: 1px;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt;"> <div style=" background-color:#FFFFFF;font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">(unaudited)</div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt;"> <div style=" background-color:#FFFFFF;font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">(unaudited)</div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> <div style=" background-color: rgb(255, 255, 255); font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">Cash and cash equivalents</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt;">$</td> <td style="width: 12%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">70,103</div></td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt;" nowrap="nowrap"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt;">$</td> <td style="width: 12%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">97,284</div></td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt;" nowrap="nowrap"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> <div style=" background-color: rgb(255, 255, 255); font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">Restricted cash</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 12%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,537</div></td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); padding-bottom: 1px; margin-left: 0pt;" nowrap="nowrap"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 12%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">20,237</div></td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); padding-bottom: 1px; margin-left: 0pt;" nowrap="nowrap"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> <div style=" background-color: rgb(255, 255, 255); font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">Total cash, cash equivalents and restricted cash as presented in the statement of cash flows</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);">$</td> <td style="width: 12%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">100,640</div></td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); padding-bottom: 3px; margin-left: 0pt;" nowrap="nowrap"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);">$</td> <td style="width: 12%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">117,521</div></td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255); padding-bottom: 3px; margin-left: 0pt;" nowrap="nowrap"> </td> </tr> </table></div>

Restricted Cash and Marketable Securities [Table Text Block]

	As of March 31, 2019		As of December 31, 2018
(In thousands)	(unaudited)
Federal Maritime Commission escrow	$	27,198	$	5,823
Credit card processor reserves		1,530		1,530
Certificates of deposit and other restricted securities		1,809		1,402
Total restricted cash	$	30,537	$	8,755

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

(In thousands)	As of March 31, 2019		As of December 31, 2018
	(unaudited)
Prepaid tour expenses	$	14,816	$	10,617
Prepaid corporate insurance		3,426		1,158
Prepaid client insurance		2,659		2,436
Prepaid marketing, commissions and other expenses		2,639		2,622
Prepaid air expense		2,473		2,973
Prepaid port agent fees		1,781		1,433
Prepaid income taxes		169		24
Total prepaid expenses	$	27,963	$	21,263

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

(In thousands)	As of March 31, 2019		As of December 31, 2018
	(unaudited)
Accounts payable	$	11,545	$	9,326
Accrued other expense		9,323		11,851
Employee liability		2,979		2,943
Bonus compensation liability		1,985		5,195
Royalty payable		1,417		1,005
Income tax liabilities		1,817		576
Travel certificate liability		882		1,088
Refunds and commissions payable		801		1,533
Accrued travel insurance expense		427		427
Total accounts payable and accrued expenses	$	31,176	$	33,944

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Note 5 - Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Long-term Debt Instruments [Table Text Block]

	As of March 31, 2019									As of December 31, 2018
	(unaudited)
(In thousands)	Principal			Deferred Financing Costs, net			Balance			Principal			Deferred Financing Costs, net			Balance
Note payable	$	2,525		$	-		$	2,525		$	2,525		$	-		$	2,525
Credit Facility		198,500			(11,020	)		187,480			199,000			(11,436	)		187,564
Total long-term debt		201,025			(11,020	)		190,005			201,525			(11,436	)		190,089
Less current portion		(2,000	)		-			(2,000	)		(2,000	)		-			(2,000	)
Total long-term debt, non-current	$	199,025		$	(11,020	)	$	188,005		$	199,525		$	(11,436	)	$	188,089

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Note 6 - Financial Instruments and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

(in thousands)	Absolute Notional Value
Interest rate caps	$	100,000
Foreign exchange contracts		150,131

Schedule of Derivative Instruments [Table Text Block]

	As of March 31, 2019				As of December 31, 2018
	(unaudited)
(in thousands)	Fair Value, Asset Derivatives		Fair Value, Liability Derivatives		Fair Value, Asset Derivatives		Fair Value, Asset Derivatives
Derivatives designated as hedging instruments
Foreign exchange forward (a)	$	-	$	1,629	$	-	$	-
Interest rate cap (b)		560		-		710		-
Total	$	560	$	1,629	$	710	$	-
Derivatives not designated as hedging instruments
Foreign exchange forward (c)	$	-	$	672	$	-	$	1,328
Total	$	-	$	672	$	-	$	1,328

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) and Non-cash Flow Hedges Impacting the Income Statement [Table Text Block]

	Three Months Ended March 31,
(In thousands)	2019		2018
	(unaudited)
Derivatives designated as hedging instruments (a) :
Foreign exchange forward contracts	$	1,488	$	-
Interest rate caps		149		-
Derivatives not designated as hedging instruments (b) :
Foreign exchange forward contracts		656		(451	)
Total	$	2,293	$	(451	)

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Note 11 - Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Shcedule of Future Minimum Payments for Charter Commitments [Table Text Block]

Charter Commitments
For the years ended December 31,	Amount
(In thousands)	(unaudited)
2019 (nine months)	$	7,098
2020		9,871
2021		2,031
2022		1,850
Total	$	20,850

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Note 12 - Segment Information (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	For the three months ended March 31,
	2019		2018		Change			%
(In thousands)	(unaudited)		(unaudited)
Tour revenues:
Lindblad	$	76,038	$	70,453	$	5,585			8	%
Natural Habitat		13,616		11,957		1,659			14	%
Total tour revenues	$	89,654	$	82,410	$	7,244			9	%
Operating Income:
Lindblad	$	13,641	$	13,439	$	202			2	%
Natural Habitat		724		932		(208	)		(22	%)
Total operating income	$	14,365	$	14,371	$	(6	)		(0	%)

	For the three months ended March 31,
	2019		2018		Change		%
(In thousands)	(unaudited)		(unaudited)
Depreciation and amortization:
Lindblad	$	5,794	$	4,684	$	1,110		24	%
Natural Habitat		394		361		33		9	%
Total depreciation and amortization	$	6,188	$	5,045	$	1,143		23	%

	As of March 31, 2019		As of December 31, 2018
(In thousands)	(unaudited)
Total Assets:
Lindblad	$	425,307	$	409,622
Natural Habitat		68,500		63,787
Total assets	$	493,807	$	473,409
Intangibles, net:
Lindblad	$	3,869	$	4,050
Natural Habitat		3,711		3,925
Total intangibles, net	$	7,580	$	7,975
Goodwill:
Lindblad	$	-	$	-
Natural Habitat		22,105		22,105
Total goodwill	$	22,105	$	22,105

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Note 1 - Business and Basis of Presentation (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Jan. 01, 2019	Dec. 31, 2018
Operating Lease, Expense	$ 400	$ 300
Operating Lease, Weighted Average Remaining Lease Term	5 years 333 days
Operating Lease, Right-of-Use Asset	$ 6,027
Operating Lease, Liability, Total	$ 6,192
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset			$ 6,200
Operating Lease, Liability, Total			$ 6,200

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Note 1 - Business and Basis of Presentation -Operating Lease Payment (Details) $ in Thousands	Mar. 31, 2019 USD ($)
2019 (nine months)	$ 870
2020	1,190
2021	1,222
2022	1,283
2023	1,165
Thereafter	1,602
Present value discount (6% weighted average)	(1,140)
Total lease liability	$ 6,192

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Note 1 - Business and Basis of Presentation -Operating Lease Payment (Details) (Parentheticals)	Mar. 31, 2019
Weighted average discount rate	6.00%

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Note 2 - Earnings Per Share (Details Textual) - shares shares in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.2	0.2
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		0.2
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		10.1

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Note 2 - Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net income (loss)	$ 14,673	$ 10,796
Weighted average shares outstanding
Total weighted average shares outstanding, basic (in shares)	45,565,381	45,274,540
Dilutive potential common shares (in shares)	1,863,962	393,025
Total weighted average shares outstanding, diluted (in shares)	47,429,343	45,667,565
Net income per share available to common stockholders
Basic (in dollars per share)	$ 0.32	$ 0.24
Diluted (in dollars per share)	$ 0.31	$ 0.24

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Note 3 - Revenues - Change in Contract Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Balance	$ 70,903
Recognized in tour revenues during the period	(69,837)
Additional contract liabilities in period	51,616
Balance	$ 52,682

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Note 3 - Revenues - Disaggregation of Revenues by Type (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Tour revenues	$ 89,654	$ 82,410
Guest Ticket [Member]
Tour revenues	80,333	74,330
Other Tour [Member]
Tour revenues	$ 9,321	$ 8,080

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Note 4 - Financial Statement Details - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Cash and cash equivalents	$ 70,103	$ 113,396	$ 97,284
Restricted cash	30,537	8,755	20,237
Total cash, cash equivalents and restricted cash as presented in the statement of cash flows	$ 100,640	$ 122,150	$ 117,521	$ 103,500

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Note 4 - Financial Statement Details - Restricted Cash and Marketable Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Total restricted cash and marketable securities	$ 30,537	$ 8,755	$ 20,237
Federal Maritime Commission Escrow [Member]
Total restricted cash and marketable securities	27,198	5,823
Credit Card Processor Reserves [Member]
Total restricted cash and marketable securities	1,530	1,530
Certificates of Deposit and Other Restricted Securities [Member]
Total restricted cash and marketable securities	$ 1,809	$ 1,402

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Note 4 - Financial Statement Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Prepaid tour expenses	$ 14,816	$ 10,617
Prepaid corporate insurance	3,426	1,158
Prepaid client insurance	2,659	2,436
Prepaid marketing, commissions and other expenses	2,639	2,622
Prepaid air expense	2,473	2,973
Prepaid port agent fees	1,781	1,433
Prepaid income taxes	169	24
Total prepaid expenses	$ 27,963	$ 21,263

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Note 4 - Financial Statement Details - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Accounts payable	$ 11,545	$ 9,326
Accrued other expense	9,323	11,851
Employee liability	2,979	2,943
Bonus compensation liability	1,985	5,195
Royalty payable	1,417	1,005
Income tax liabilities	1,817	576
Travel certificate liability	882	1,088
Refunds and commissions payable	801	1,533
Accrued travel insurance expense	427	427
Total accounts payable and accrued expenses	$ 31,176	$ 33,944

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Note 5 - Long-term Debt (Details Textual) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Amortization of Debt Issuance Costs and Discounts, Total		$ 434	$ 608
Revolving Credit Facility [Member]
Long-term Line of Credit, Total		$ 0
Credit Agreement [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity			45,000
Credit Agreement [Member] | Letter of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity			5,000
Credit Agreement [Member] | Senior Secured Term Loan Facility [Member]
Debt Instrument, Face Amount			200,000
Credit Agreement [Member] | Senior Secured Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate		3.50%
Debt Instrument, Interest Rate, Effective Percentage		5.99%
Export Credit Agreement [Member]
Debt Agreement, Maximum Borrowing Capacity	$ 107,700
Percentage of Purchase Price, Financing Maximum	80.00%
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	5.78%
Export Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.00%
Promissory Notes, Natural Habitat Acquisition [Member]
Debt Instrument, Face Amount			$ 2,500
Debt Instrument, Interest Rate, Stated Percentage			1.44%

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Note 5 - Long-term Debt - Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Principal	$ 201,025	$ 201,525
Deferred Financing Costs, Net	(11,020)	(11,436)
Balance	190,005	190,089
Principal, Current	(2,000)	(2,000)
Deferred Financing Costs, Net, Current
Balance, Current	(2,000)	(2,000)
Principal, Non-current	199,025	199,525
Deferred Financing Costs, Net, Non-current	(11,020)	(11,436)
Balance, Non-current	188,005	188,089
Notes Payable, Other Payables [Member]
Principal	2,525	2,525
Deferred Financing Costs, Net
Balance	2,525	2,525
Term Facility [Member]
Principal	198,500	199,000
Deferred Financing Costs, Net	(11,020)	(11,436)
Balance	$ 187,480	$ 187,564

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Note 6 - Financial Instruments and Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Gain (Loss) from Components Excluded from Assessment of Cash Flow Hedge Effectiveness, Net, Total	$ 0
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	300
Foreign Currency Transaction Gain (Loss), before Tax, Total	$ 656	$ (451)

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Note 6 - Financial Instruments and Fair Value Measurements - Derivative Instruments Notional Values (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Interest Rate Cap [Member]
Interest rate caps	$ 100,000
Foreign Exchange Contract [Member]
Interest rate caps	$ 150,131

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Note 6 - Financial Instruments and Fair Value Measurements - Estimated Fair Values of Derivative Instruments (Details) - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Thousands		Mar. 31, 2019	Dec. 31, 2018
Designated as Hedging Instrument [Member]
Foreign exchange forward, Fair Value Asset		$ 560	$ 710
Foreign exchange forward, Fair Value Liability		1,629
Not Designated as Hedging Instrument [Member]
Foreign exchange forward, Fair Value Asset
Foreign exchange forward, Fair Value Liability		672	1,328
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member]
Foreign exchange forward, Fair Value Asset	[1]
Foreign exchange forward, Fair Value Liability	[1]	1,629
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member]
Foreign exchange forward, Fair Value Asset	[2]
Foreign exchange forward, Fair Value Liability		672	1,328
Interest Rate Cap [Member] | Designated as Hedging Instrument [Member]
Foreign exchange forward, Fair Value Asset	[3]	560	710
Foreign exchange forward, Fair Value Liability	[3]

[1] Recorded in accounts payable and accrued expenses and other long-term liabilities.

[2] Recorded in accounts payable and accrued expenses.

[3] Recorded in prepaid expenses and other current assets and other long-term assets.

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Note 6 - Financial Instruments and Fair Value Measurements - Derivatives Recognized in Condensed Consolidation Financial Statements (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Total	[1]	$ 2,293	$ (451)
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member]
Foreign exchange forward contracts	[2]	1,488
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member]
Foreign exchange forward contracts	[1]	656	(451)
Interest Rate Cap [Member] | Designated as Hedging Instrument [Member]
Foreign exchange forward contracts	[2]	$ 149

[1] Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged. During the three months ended March 31, 2019, a gain of $0.7 million was recognized in gain (loss) on foreign currency. During the three months ended March 31, 2018, a loss of $0.5 million was recognized in gain (loss) on foreign currency.

[2] Recognized, net of tax, as a component of other comprehensive income (loss) within stockholders' equity.

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Note 7 - Stockholders' Equity (Details Textual) - USD ($)	3 Months Ended		29 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Nov. 30, 2016
Stock Repurchased During Period, Value	$ 23,000	$ 854,000
Class of Warrant or Right, Outstanding	10,088,074		10,088,074
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50		$ 11.50
Common Stock [Member]
Stock Repurchased During Period, Shares	1,895	9,030
Stock Repurchased During Period, Value
Stock and Warrant Repurchase Plan [Member]
Stock Repurchase Program, Number of Shares Authorized to be Repurchased				35,000,000
Warrants Repurchased During Period			6,011,926
Warrants Repurchased During Period, Value			$ 14,700,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 12,100,000		$ 12,100,000
Stock and Warrant Repurchase Plan [Member] | Common Stock [Member]
Warrants Repurchased During Period	1,895
Warrants Repurchased During Period, Value	$ 23,000
Stock Repurchased During Period, Shares			866,701
Stock Repurchased During Period, Value			$ 8,200,000

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Note 8 - Stock Based Compensation (Details Textual) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($) $ / shares shares	Mar. 31, 2018 USD ($)	Dec. 31, 2018 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	220,000		220,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares	$ 9.63		$ 9.63
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	120,000
Share-based Payment Arrangement, Expense | $	$ 0.8	$ 0.9
2015 Long-Term Incentive Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	2,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	1,300,000
2019 Long-Term Incentive Compensation Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	105,406
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares	$ 15.16
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period, Number of Installments	3
2019 Long-Term Incentive Compensation Plan [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	61,631
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares	$ 15.25
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
2019 Long-Term Incentive Compensation Plan [Member] | Performance Shares [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Earn out Percentage	0.00%
2019 Long-Term Incentive Compensation Plan [Member] | Performance Shares [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Earn out Percentage	200.00%

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Note 9 - Related Party Transactions (Details Textual) - National Geographic Society [Member] - Collaborate Agreement [Member] - $ / shares	29 Months Ended
	Mar. 31, 2019	Jul. 08, 2015
Call Options, Exercise Price		$ 10
Call Options, Percentage of Issued and Outstanding Shares		5.00%
Number of Shares Acquired by a Related Party	891,113

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Note 10 - Income Taxes (Details Textual) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Effective Income Tax Rate Reconciliation, Percent, Total	(25.50%)	2.50%
Other Noncurrent Liabilities [Member]
Unrecognized Tax Benefits, Ending Balance	$ 0.1		$ 0.6

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Note 11 - Commitments and Contingencies (Details Textual) kr in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Feb. 28, 2019 NOK (kr)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 NOK (kr)	Dec. 31, 2017 USD ($)
National Geographic [Member]
Royalty Expense	$ 1.4	$ 1.4
Accounts Payable and Other Accrued Liabilities, Current	1.4			$ 1.0
World Wildlife Fund [Member]
Royalty Expense	0.2	$ 0.2
Class Vessel [Member] | Ulstein Verft [Member]
Vessel, Contract Price					kr 1,066	$ 134.6
Foreign Exchange Contract [Member] | Ulstein Verft [Member]
Vessel, Contract Price	$ 153.5		kr 1,291

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Note 11 - Commitments and Contingencies - Charter Commitments (Details) $ in Thousands	Mar. 31, 2019 USD ($)
2019 (nine months)	$ 7,098
2020	9,871
2021	2,031
2022	1,850
Total	$ 20,850

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Note 12 - Segment Information (Details Textual) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)
Number of Operating Segments	2
Revenue from Contract with Customer, Including Assessed Tax	$ 89,654	$ 82,410
Intersegment Eliminations [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 1,700	$ 1,000

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Note 12 - Segment Information - Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Tour revenues	$ 89,654	$ 82,410
Tour revenues, change	$ 7,244
Tour revenues, percentage change	9.00%
Operating income	$ 14,365	14,371
Operating income, change	$ (6)
Operating income, percentage change	0.00%
Depreciation and amortization	$ 6,188	5,045
Total depreciation and amortization, change	$ 1,143
Total depreciation and amortization, percentage change	23.00%
Assets	$ 493,807		$ 473,409
Intangibles, net	7,580		7,975
Goodwill	22,105		22,105
Lindblad Segment [Member]
Tour revenues	76,038	70,453
Tour revenues, change	$ 5,585
Tour revenues, percentage change	8.00%
Operating income	$ 13,641	13,439
Operating income, change	$ 202
Operating income, percentage change	2.00%
Depreciation and amortization	$ 5,794	4,684
Total depreciation and amortization, change	$ 1,110
Total depreciation and amortization, percentage change	24.00%
Assets	$ 425,307		409,622
Intangibles, net	3,869		4,050
Goodwill
Natural Habitat Segment [Member]
Tour revenues	13,616	11,957
Tour revenues, change	$ 1,659
Tour revenues, percentage change	14.00%
Operating income	$ 724	932
Operating income, change	$ (208)
Operating income, percentage change	(22.00%)
Depreciation and amortization	$ 394	$ 361
Total depreciation and amortization, change	$ 33
Total depreciation and amortization, percentage change	9.00%
Assets	$ 68,500		63,787
Intangibles, net	3,711		3,925
Goodwill	$ 22,105		$ 22,105

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Note 13 - Subsequent Event (Details Textual) - Second Export Credit Agreement [Member] - Subsequent Event [Member] $ in Millions	Apr. 08, 2019 USD ($)
Debt Agreement, Maximum Borrowing Capacity	$ 122.8
Percentage of Purchase Price, Financing Maximum	80.00%
Debt Instrument, Interest Rate, Stated Percentage	6.36%
London Interbank Offered Rate (LIBOR) Swap Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	3.00%