Note 11 - Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

1

1

– STOCKHOLDERS’ EQUITY

Company Stock

The Company has

1,000,000

shares of preferred stock authorized,

$0.0001

par value and

200,000,000

shares of common stock authorized,

$0.0001

par value.

Initial Public Offering and Warrants

In connection with its initial public offering, on

May 15, 2013,

the Company sold

20,000,000

units at

$10.00

per unit, including

2,000,000

units under the underwriters’ over-allotment option, generating gross proceeds of

$200.0

million. Each unit consisted of

one

share of the Company’s common stock,

$0.0001

par value and

one

half of

one

redeemable warrant to purchase

one

share of common stock. The shares of common stock and the warrants included in the units traded as a unit until

July 1, 2013

when separate trading of common stock and warrants began. In connection with the merger with Lindblad Expeditions, Inc. in

2015,

the Company forced the separation of the units into the separate components of common stock and warrants. Each whole warrant entitles its holder, upon exercise, to purchase

one

share of common stock for

$11.50

subject to certain adjustments, during the period that commenced

thirty

days after the completion of the merger and terminating

five

years thereafter.

During the year ended

December 31, 2019, 

27,311

 warrants to purchase the Company's common stock were exercised for cash.

Warrant

E

xchange

On

June 14, 2019,

the Company launched an offer to exchange all warrants to purchase common stock of the Company (the "Warrant Exchange"). The Warrant Exchange provided (i) an offer to each holder of the Company's outstanding warrants to receive

0.385

shares of common stock in exchange for each warrant tendered by the holder and exchanged pursuant to the Warrant Exchange, and (ii) the solicitation of consents (the "Consent Solicitation") from holders of the warrants to amend the warrant agreement that governs all of the warrants to permit the Company to require that each outstanding warrant

not

tendered in the Warrant Exchange be converted into

0.36575

shares of common stock. The Warrant Exchange and Consent Solicitation closed on

July 17, 2019,

with

9,935,000

warrants tendered via the Warrant Exchange for an aggregate of

3,824,959

shares of Company common stock, and approval was received for the Consent Solicitation. The remaining

125,763

warrants

not

tendered via the Warrant Exchange were converted, per the Consent Solicitation, into

45,981

shares of Company common stock. Following the Warrant Exchange and Consent Solicitation,

no

warrants remain outstanding.

As the fair value of the warrants tendered in the Warrant Exchange offer was less than the fair value of the common stock issued, the Company recorded a non-cash deemed dividend of approximately

$2.7

million for the incremental fair value provided to the warrant holders. The fair value of the Company's common stock and warrants were determined using the closing market prices on

August 17, 2019,

Level

1

fair value inputs.

Stock and Warrant Repurchase Plan

In

2016,

the Company’s Board of Directors approved a

$15.0

million increase to the Company’s existing stock and warrant repurchase plan (“Repurchase Plan”), to

$35.0

million. This Repurchase Plan authorizes the Company to purchase from time to time the Company’s outstanding common stock. Any shares purchased will be retired. The Repurchase Plan has

no

time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors. The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the vesting of stock awards. Pursuant to the Repurchase Plan, the Company (i) repurchased a total of

1,895

shares of common stock for approximately

$23,000

during the year ended

December 31, 2019, (

ii) repurchased

568,446

warrants for

$0.8

 million and

9,030

shares of common stock for

$0.1

million in

2018,

(iii) repurchased a total of

529,867

warrants for

$1.1

million and

547,058

shares of common stock for

$5.1

million in

2017.

Since the Repurchase Plan inception, the Company has cumulatively repurchased

866,701

 shares of common stock for

$8.2

million and

6,011,926

 warrants for

$14.7

 million, as of

December 31, 2019.

All repurchases were made using cash resources. The balance available for the Repurchase Plan as of

December 31, 2019

was

$12.1

million.