What changed in this filing

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Item 1. Financial Statements

2024-11-05 compared with 2024-08-08 · 293 added, 223 removed, 738 unchanged (41% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

As of June 30, 2024

As of September 30, 2024

As of December 31, 2023

19 unchanged sentences

70,327 65,055

Long-term debt - current

Lease liabilities - current

Long-term debt - current

Total current liabilities

8 unchanged sentences

Series A redeemable convertible preferred stock, 165,000 shares authorized;

62,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

62,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

76,968 73,514

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Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized;

62,000 Series A shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

62,000 Series A shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Common stock, $ 0.0001 par value, 200,000,000 shares authorized;

53,564,680 and 53,390,082 issued, 53,506,748 and 53,332,150 outstanding as of June 30, 2024 and December 31, 2023, respectively

54,495,338 and 53,390,082 issued, 54,363,515 and 53,332,150 outstanding as of September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

11 unchanged sentences

(In thousands, except share and per share data)

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Tour revenues

11 unchanged sentences

176,524 155,513 466,994 419,739

Operating (loss) income

Operating income

29,481 20,476 29,124 24,444

2 unchanged sentences

( 11,234 ) ( 11,482 ) ( 34,140 ) ( 33,593 )

(Loss) gain on foreign currency

Gain (loss) on foreign currency

203 ( 455 ) ( 48 ) 46

3 unchanged sentences

( 11,030 ) ( 12,014 ) ( 34,179 ) ( 37,320 )

Loss before income taxes

Income (loss) before income taxes

18,451 8,462 ( 5,055 ) ( 12,876 )

Income tax expense

Income tax (benefit) expense

( 6,747 ) 3 ( 2,050 ) 1,587

Net income (loss)

25,198 8,459 ( 3,005 ) ( 14,463 )

1 unchanged sentence

2,683 2,821 3,125 3,742

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Net income (loss) attributable to Lindblad Expeditions Holdings, Inc.

22,515 5,638 ( 6,130 ) ( 18,205 )

1 unchanged sentence

1,168 1,098 3,455 3,255

Net loss available to stockholders

Net income (loss) available to stockholders

$ 21,347 $ 4,540 $ ( 9,585 ) $ ( 21,460 )

2 unchanged sentences

62,591,165 53,401,799 53,662,237 53,227,642

Undistributed loss per share available to stockholders:

Undistributed income (loss) per share available to stockholders:

$ 0.39 $ 0.08 $ ( 0.18 ) $ ( 0.40 )

5 unchanged sentences

(In thousands)

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Net income (loss)

$ 25,198 $ 8,459 $ ( 3,005 ) $ ( 14,463 )

1 unchanged sentence

Total other comprehensive income

Total comprehensive loss

Total comprehensive income (loss)

25,198 8,459 ( 3,005 ) ( 14,463 )

1 unchanged sentence

2,683 2,821 3,125 3,742

Comprehensive loss attributable to stockholders

Comprehensive income (loss) attributable to Lindblad Expeditions Holdings, Inc.

$ 22,515 $ 5,638 $ ( 6,130 ) $ ( 18,205 )

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Total Stockholders'

Balance as of March 31, 2024

Balance as of June 30, 2024

53,564,680 $ 6 $ 99,351 $ ( 354,844 ) $ ( 255,487 )

Stock-based compensation

- - 2,529 - 2,529

Net activity related to equity compensation plans

248,065 - ( 141 ) - ( 141 )

Issuance of stock for acquisition

682,593 - 6,000 - 6,000

Redeemable noncontrolling interest

- - - ( 1,126 ) ( 1,126 )

Series A preferred stock dividend

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2024

Additional Paid-In

Total Stockholders'

- - - ( 1,168 ) ( 1,168 )

Net income attributable to Lindblad Expeditions Holdings, Inc

- - - 22,515 22,515

Balance as of September 30, 2024

54,495,338 $ 6 $ 107,739 $ ( 334,623 ) $ ( 226,878 )

Common Stock Additional Paid-In Accumulated Total Stockholders'

Shares Amount Capital Deficit Deficit

Balance as of December 31, 2023

53,390,082 $ 5 $ 97,139 $ ( 322,208 ) $ ( 225,064 )

Stock-based compensation

- - 7,362 - 7,362

Net activity related to equity compensation plans

422,663 1 ( 838 ) - ( 837 )

Issuance of stock for acquisition

682,593 - 6,000 - 6,000

Redeemable noncontrolling interest

- - ( 1,924 ) ( 2,830 ) ( 4,754 )

Series A preferred stock dividend

- - - ( 3,455 ) ( 3,455 )

Net loss attributable to Lindblad Expeditions Holdings, Inc

Balance as of June 30, 2024

- - - ( 6,130 ) ( 6,130 )

Balance as of September 30, 2024

54,495,338 $ 6 $ 107,739 $ ( 334,623 ) $ ( 226,878 )

LINDBLAD EXPEDITIONS HOLDINGS, INC.

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Total Stockholders'

Balance as of March 31, 2023

Balance as of June 30, 2023

53,320,546 $ 5 $ 89,601 $ ( 294,491 ) $ ( 204,885 )

7 unchanged sentences

- - - ( 1,098 ) ( 1,098 )

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Net income attributable to Lindblad Expeditions Holdings, Inc.

- - - 5,638 5,638

Balance as of June 30, 2023

Balance as of September 30, 2023

$ 53,379,750 $ 5 $ 92,549 $ ( 290,849 ) $ ( 198,295 )

13 unchanged sentences

- - - ( 18,205 ) ( 18,205 )

Balance as of June 30, 2023

Balance as of September 30, 2023

53,379,750 $ 5 $ 92,549 $ ( 290,849 ) $ ( 198,295 )

4 unchanged sentences

(In thousands)

For the six months ended June 30,

For the nine months ended September 30,

Cash Flows From Operating Activities

7 unchanged sentences

Deferred income taxes

( 2,118 ) 1,241

Loss (gain) on foreign currency

4 unchanged sentences

Unearned passenger revenues

67,456 27,824

Other long-term assets

( 519 ) ( 1,165 )

Other long-term liabilities

Accounts payable and accrued expenses

7 unchanged sentences

( 23,647 ) ( 22,723 )

Acquisition (net of cash acquired)

Sale of securities

Net cash (used in) provided by investing activities

Net cash used in investing activities

( 34,388 ) ( 7,560 )

Cash Flows From Financing Activities

Additional acquisition of redeemable noncontrolling interest

Purchase of redeemable noncontrolling interest

Proceeds from long-term debt

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Non-cash preferred stock dividend

$ 3,455 $ 3,255

Shares issued in connection with acquisition

Additional paid-in capital exercise proceeds of option shares

Additional paid-in capital exchange proceeds used for option shares

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

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Lindblad Expeditions Holdings, Inc.’s and its consolidated subsidiaries’ (collectively, 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 ten owned expedition ships and six seasonal charter vessels under the Lindblad brand, operates land-based, eco-conscious expeditions and active nature focused tours under the Natural Habitat, Inc.

(“Natural Habitat”) and Off the Beaten Path, LLC (“Off the Beaten Path”) brands, designs handcrafted walking tours under the Classic Journeys, LLC (“Classic Journeys”) brand and operates luxury cycling and adventure tours under the DuVine Cycling + Adventure Company (“DuVine”) brand.

The Company’s common stock is listed on the NASDAQ Capital Market under the symbol “LIND”.

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Lindblad Segment.

The Lindblad segment primarily provides 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.

The Lindblad segment currently operates a fleet of ten owned expedition ships and six seasonal charter vessels, and primarily provides ship-based expeditions aboard these 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.

Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration and the majority of 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 Islands, Alaska, Baja California’s Sea of Cortez and Panama, and foster active engagement by guests.

The Company has a brand license agreement with National Geographic Partners, LLC (“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.

The Company has a brand license agreement with National Geographic Partners, LLC (“National Geographic”), where the Company’s voyages are marketed under the National Geographic-Lindblad Expeditions brand, and 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.

Land Experiences Segment.

The Land Experiences segment includes our four primarily land-based brands, Natural Habitat, DuVine, Off the Beaten Path and Classic Journeys.

The Land Experiences segment operates land-based, eco-conscious expeditions and active nature focused tours, and includes the five primarily land-based brands, Natural Habitat, Inc.

(“Natural Habitat”), Off the Beaten Path, LLC (“Off the Beaten Path”), DuVine Cycling + Adventure Company (“DuVine”), Classic Journeys, LLC (“Classic Journeys”), and Wineland-Thomson Adventures comprised of Wineland-Thomson Adventures, LLC (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”).

Natural Habitat offers over 100 different expedition itineraries in more than 45 countries spanning all seven continents, with eco-conscious expeditions and nature-focused, small-group tours that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris.

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These walking tours are highlighted by expert local guides, luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there.

● Wineland-Thomson Adventures offers socially responsible and positively impactful light-treading Tanzanian safaris, industry-leading Kilimanjaro treks, global custom and private tours, and family travel experiences.

Wineland-Thomson Adventures also operates the historic award-winning Gibb’s Farm, an 80 -acre sanctuary and high-end lodge located near the Ngorongoro Crater.

Basis of Presentation

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These amendments require the Company to disclose significant segment expenses that are regularly provided to the chief operating decision maker and are included within each reported measure of segment operating results.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Recent Accounting Pronouncements

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These amendments will increase the Company’s disclosures related to income taxes.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

During March 2024, FASB issued ASU 2024 - 01 ― Compensation—Stock Compensation (Topic 718 ) — Scope Application of Profits Interest and Similar Awards.

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When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted earnings per share calculation.

For the three and six months ended June 30, 2024 and 2023, the Company incurred net losses available to stockholders, therefore basic and diluted net loss per share are the same in each respective period.

For the three and six months ended June 30, 2024, 0.8 million unvested restricted shares, 2.7 million shares issuable upon exercise of options and 8.2 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

For the three and six months ended June 30, 2023, 0.7 million unvested restricted shares, 1.9 million shares issuable upon exercise of options and 7.7 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

For the nine months ended September 30, 2024 and 2023, the Company incurred net losses available to stockholders, therefore basic and diluted net loss per share are the same in each respective period.

For the nine months ended September 30, 2024, 0.8 million unvested restricted shares, 2.4 million shares issuable upon exercise of options and 8.3 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

For the nine months ended September 30, 2023, 0.8 million unvested restricted shares, 1.3 million shares issuable upon exercise of options and 7.8 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

For the three months ended September 30, 2023, 7.8 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

Loss per share was calculated as follows:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands, except share and per share data)

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Net income (loss) attributable to Lindblad Expeditions Holdings, Inc.

$ 22,515 $ 5,638 $ ( 6,130 ) $ ( 18,205 )

1 unchanged sentence

1,168 1,098 3,455 3,255

Undistributed loss available to stockholders

Undistributed income (loss) available to stockholders

$ 21,347 $ 4,540 $ ( 9,585 ) $ ( 21,460 )

2 unchanged sentences

54,097,365 53,309,336 53,662,237 53,227,642

Dilutive potential common shares

163,798 91,365 - -

Dilutive potential options

129,796 1,098 - -

Dilutive potential redeemable convertible preferred shares

8,200,206 - - -

Total weighted average shares outstanding, diluted

62,591,165 53,401,799 53,662,237 53,227,642

Undistributed loss per share available to stockholders:

Undistributed income (loss) per share available to stockholders:

$ 0.39 $ 0.08 $ ( 0.18 ) $ ( 0.40 )

6 unchanged sentences

Contract liabilities represent the Company's obligation to transfer goods or services to a customer for which the Company 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.

In conjunction with the suspension or rescheduling of expeditions, the Company provided guests an option of either a refund or future travel certificates, which in some instances exceeded the original cash deposit.

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.

In conjunction with the previous suspension or rescheduling of expeditions, the Company provided guests an option of either a refund or future travel certificates, which in some instances the future travel credit exceeded the original cash deposit.

The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs.

Future travel certificates are valued based on the Company’s expectation that a guest will travel again.

As of June 30, 2024 and December 31, 2023, the Company has $ 319.7 million and $ 252.2 million, related to unearned passenger revenue, respectively.

As of September 30, 2024 and December 31, 2023, the Company has $ 314.2 million and $ 252.2 million, related to unearned passenger revenue, respectively.

The change in contract liabilities within unearned passenger revenues presented in the Company's consolidated balance sheets are as follows:

Contract Liabilities

3 unchanged sentences

Additional contract liabilities in period

Balance as of June 30, 2024

The following table disaggregates our tour revenues by the sales channel it was derived from:

For the three months ended June 30,

For the six months ended June 30,

Balance as of September 30, 2024

The following tables disaggregate each reportable segment’s tour revenues by the sales channel it was derived from:

For the three months ended September 30,

For the nine months ended September 30,

Lindblad Segment

2024 2023 2024 2023

Guest ticket revenue:

8 unchanged sentences

$ 121,268 $ 108,750 $ 332,624 $ 311,660

For the three months ended September 30, For the nine months ended September 30,

Land Experiences Segment

2024 2023 2024 2023

(unaudited) (unaudited)

Guest ticket revenue:

$ 71,290 $ 56,431 $ 136,851 $ 111,048

7,801 5,738 15,619 11,635

1,783 2,550 2,932 4,056

Guest ticket revenue

80,874 64,719 155,402 126,739

Other tour revenue

3,863 2,520 8,092 5,784

Tour revenues

$ 84,737 $ 67,239 $ 163,494 $ 132,523

(a) Under the brand license agreement between the Company and National Geographic, effective January 1, 2024, National Geographic no longer receives commissions on sales bookings through the former National Geographic sales channel as the co-selling arrangement operates as direct sales through the Company’s booking system.

In the three and six months ended June 30, 2023, the National Geographic sales channel accounted for 11 % and 13 %, respectively, of the Company’s consolidated guest ticket revenue.

In the table above, 2023 guest ticket revenues derived through the National Geographic sales channel have been classified as direct sales for comparison purposes.

In the three and nine months ended September 30, 2023, the National Geographic sales channel accounted for $ 18.6 million and $ 53.2 million, respectively, of the Company’s consolidated guest ticket revenue.

In the table above, 2023 guest ticket revenues derived through the previous National Geographic sales channel have been classified as direct sales for comparison purposes.

NOTE 4 — FINANCIAL STATEMENT DETAILS

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

As of June 30,

As of September 30,

(In thousands)

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Restricted cash consists of the following:

As of June 30, 2024

As of September 30, 2024

As of December 31, 2023

7 unchanged sentences

Prepaid expenses and other current assets are as follows:

As of June 30, 2024

As of September 30, 2024

As of December 31, 2023

6 unchanged sentences

Accounts payable and accrued expenses are as follows:

As of June 30, 2024

As of September 30, 2024

As of December 31, 2023

3 unchanged sentences

Accounts payable

16,900 16,154

Total accounts payable and accrued expenses

$ 70,327 $ 65,055

Change in goodwill:

(In thousands)

Land Experiences Segment

Balance as of December 31, 2023

Acquisitions (a)

Balance as of September 30, 2024

(a) Increase to goodwill relates to the Company's July 31, 2024 acquisition of Wineland-Thomson Adventures.

For additional information, see Note 11—Acquisition.

NOTE 5 — LONG-TERM DEBT

As of June 30, 2024

As of September 30, 2024

As of December 31, 2023

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$ 635,000 $ ( 10,499 ) $ 624,501 $ 635,030 $ ( 13,252 ) $ 621,778

For the three and six months ended June 30, 2024, $ 0.9 million and $ 1.9 million, respectively, of deferred financing costs were charged to interest expense, and for the three and six months ended June 30, 2023 , $ 0.8 million and $ 1.5 million, respectively, of deferred financing costs were charged to interest expense.

For the three and nine months ended September 30, 2024, $ 0.9 million and $ 2.8 million, respectively, of deferred financing costs were charged to interest expense, and for the three and nine months ended September 30, 2023 , $ 0.9 million and $ 2.4 million, respectively, of deferred financing costs were charged to interest expense.

On February 4, 2022, the Company issued $ 360.0 million aggregate principal amount of 6.75 % senior secured notes due 2027 (the “6.75% Notes”) in a private offering.

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The Company is required to pay a 0.5 % quarterly commitment fee on undrawn amounts under the Revolving Credit Facility.

As of June 30, 2024, the Company had no borrowings under the Revolving Credit Facility.

As of September 30, 2024, the Company had no borrowings under the Revolving Credit Facility.

On May 2, 2023, the Company issued $ 275.0 million aggregate principal amount of 9.00 % senior secured notes due 2028 (the “9.00% Notes”) in a private offering.

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The Company’s 6.75% Notes, Revolving Credit Facility and 9.00% Notes contain covenants that include, among others, limits on additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments.

These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, Revolving Credit Facility and 9.00% Notes.

The Company was in compliance with its covenants in effect as of June 30, 2024.

These covenants are subject to a number of important exceptions and qualifications.

The Company was in compliance with its covenants in effect as of September 30, 2024.

NOTE 6 — 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 Company estimates the approximate fair value of its long-term debt as of June 30, 2024 to be $ 642.8 million based on the terms of the agreements and comparable market data as of June 30, 2024.

As of June 30, 2024 and December 31, 2023, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

The Company estimates the approximate fair value of its long-term debt as of September 30, 2024 to be $ 656.5 million based on the terms of the agreements and comparable market data as of September 30, 2024.

As of September 30, 2024 and December 31, 2023, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

NOTE 7 — STOCKHOLDERS ’ EQUITY

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These repurchases exclude shares repurchased to settle statutory employee tax withholding related to the exercise of stock options and vesting of stock awards.

No shares were repurchased during the six months ended June 30, 2024.

No shares were repurchased during the nine months ended September 30, 2024.

The Company has cumulatively repurchased 875,218 shares of common stock for $ 8.3 million and 6,011,926 warrants for $ 14.7 million, since plan inception.

The remaining balance for the Repurchase Plan was $ 12.0 million as of June 30, 2024.

The remaining balance for the Repurchase Plan was $ 12.0 million as of September 30, 2024.

Preferred Stock

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After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at the Company’s option.

During 2024, the Company thus far has continued to pay Preferred Stock dividends in-kind.

At any time after the third anniversary of the issuance, the Company may, at its option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days.

During 2024, the Company has continued to pay Preferred Stock dividends in-kind.

At any time, the Company may, at its option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days.

The Preferred Stock is convertible at any time, at the holder’s election, into a number of shares of common stock of the Company equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $ 9.50 .

The Preferred Stock deferred issuance costs were $ 2.1 million as of June 30, 2024, recorded as reduction to preferred stock.

The Company recorded accrued dividends for Preferred Stock of $ 1.2 million and $ 2.3 million for the three and six months ended June 30, 2024, respectively, and $ 1.1 million and $ 2.2 million for the three and six months ended June 30, 2023, respectively.

As of June 30, 2024, the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted at the option of the holders into 8.2 million shares of the Company’s common stock.

The Preferred Stock deferred issuance costs were $ 2.1 million as of September 30, 2024, recorded as reduction to preferred stock.

The Company recorded accrued dividends for Preferred Stock of $ 1.2 million and $ 3.5 million for the three and nine months ended September 30, 2024, respectively, and $ 1.1 million and $ 3.3 million for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted into 8.3 million shares of the Company’s common stock.

NOTE 8 — STOCK BASED COMPENSATION

The Company is authorized to issue up to 4.7 million shares of common stock under the 2021 Long-Term Incentive Plan (“the Plan”) which was approved by shareholders in September 2021.

As of June 30, 2024, 1.7 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of $ 2.7 million and $ 4.8 million for the three and six months ended June 30, 2024, respectively, and $ 3.4 million and $ 6.3 million during the three and six months ended June 30, 2023, respectively.

As of September 30, 2024, 1.5 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of $ 2.5 million and $ 7.4 million for the three and nine months ended September 30, 2024, respectively, and $ 3.0 million and $ 9.2 million during the three and nine months ended September 30, 2023, respectively.

Long-Term Incentive Compensation

During the six months ended June 30, 2024, the Company awarded 371,333 restricted stock units (“RSUs”) with a weighted average grant price of $ 8.76 .

During the nine months ended September 30, 2024, the Company awarded 503,156 restricted stock units (“RSUs”) with a weighted average grant price of $ 8.44 .

The RSUs will primarily vest equally over three years on the anniversary of the grant date, subject to the recipient’s continued employment or service with the Company on the applicable vesting date.

The number of shares were determined based upon the closing price of our common stock on the date of the award.

During the six months ended June 30, 2024, the Company awarded 70,378 performance-based restricted share units (“PSUs”) with a weighted average grant price of $ 9.33 .

The number of shares were determined based upon the closing price of the Company's common stock on the date of the award.

During the nine months ended September 30, 2024, the Company awarded 70,378 performance-based restricted share units (“PSUs”) with a weighted average grant price of $ 9.33 .

The PSUs generally vest three years following the date of grant based on the attainment of performance- or market-based goals, all of which are subject to a service condition.

The Company does not deliver the shares associated with the PSUs to the employee, non-employee director or other service providers until the performance and vesting conditions are met.

Stock option information for the six months ended June 30, 2024 is below.

Stock option information for the nine months ended September 30, 2024 is below.

Stock Option Grants

Number of options awarded 1,944,319

$ 7.40 - 8.44

Exercise price

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Expected term (in years)

As of June 30, 2024 and December 31, 2023, options to purchase an aggregate of 2.7 million and 0.9 million shares of the Company’s common stock, respectively, with a weighted average exercise price of $ 8.84 and $ 10.55 , respectively, were outstanding.

As of June 30, 2024, 1.8 million options were exercisable.

As of September 30, 2024 and December 31, 2023, options to purchase an aggregate of 2.4 million and 0.9 million shares of the Company’s common stock, respectively, with a weighted average exercise price of $ 8.78 and $ 10.55 , respectively, were outstanding.

As of September 30, 2024, 1.6 million options were exercisable.

In connection with the 2016 acquisition of Natural Habitat, Mr.

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During the three months ended March 31, 2024, Mr.

Bressler exercised a one -time right to elect to receive 50 % of such award early, which is calculated based on performance through December 31, 2023.

Bressler exercised a one -time right to elect to receive 50 % of such award early, which was calculated based on performance through December 31, 2023.

As of result of the early exercise, during the three months ended March 31, 2024, the Company granted 1.3 million options, with an exercise price of $ 8.44 , to Mr.

3 unchanged sentences

Bressler’s service period.

For the three and six months ended June 30, 2024, stock-based compensation expense related to this award was $ 0.8 million and $ 1.5 million, respectively.

For the three and nine months ended September 30, 2024, stock-based compensation expense related to this award was $ 0.8 million and $ 2.3 million, respectively.

NOTE 9 — INCOME TAXES

As of June 30, 2024 and December 31, 2023, the Company had no unrecognized tax benefits recorded.

The Company's effective tax rate for the three and six months ended June 30, 2024 was an expense of 22.8 % and 20.0 %, respectively, versus an expense of 0.2 % and 7.4 %, for the three and six months ended June 30, 2023, respectively.

As of September 30, 2024 and December 31, 2023, the Company had no unrecognized tax benefits recorded.

The Company's effective tax rate for the three and nine months ended September 30, 2024 was a benefit of 36.6 % and an expense of 40.6 %, respectively, versus an expense of 0.0 % and 12.3 %, for the three and nine months ended September 30, 2023, respectively.

In 2024, the effective income tax expense differs from the statutory rate primarily due to the timing of losses and the valuation allowance against such losses;

temporary timing differences related to interest expense, depreciation and stock-based compensation expense.

In 2023, the effective income tax expense differs from the statutory rate primarily due to the valuation allowance, and for the nine months ended September 30, 2023, was also impacted by a $ 1.5 million discrete tax expense.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

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The following is a rollforward of redeemable non-controlling interest:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

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1,126 898 2,830 2,859

Redemption of put and/or call options

( 500 ) - ( 1,400 ) ( 255 )

Redemption of put and/or call options

- - ( 14,797 ) -

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The fee is calculated based upon a percentage of substantially all 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.

Beginning in 2026, the agreement has minimum royalties that increase annually through the end of the agreement term, which based on current performance are

expected to be exceeded.

During 2023, the Company operated under its former alliance and license agreement with National Geographic, where National Geographic sold the Company’s expeditions through its internal travel division in return for a commission fee and also allowed the Company to use the National Geographic name and logo in return for a royalty fee.

Beginning in 2026, the agreement has minimum royalties that increase annually through the end of the agreement term, which based on current performance are expected to be exceeded.

In 2023, the Company operated under its former alliance and license agreement with National Geographic, where National Geographic sold the Company’s expeditions through its internal travel division in return for a commission fee and also allowed the Company to use the National Geographic name and logo in return for a royalty fee.

Both the commission and royalty fees were recorded within selling and marketing expense.

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From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions.

Future minimum payments on its charter agreements as of June 30, 2024 are as follows:

Future minimum payments on its charter agreements as of September 30, 2024 are as follows:

For the years ended December 31,

(In thousands)

2024 (six months)

The Company had an agreement for the acquisition of Wineland-Thomson Adventures, Inc., (“Wineland-Thomson Adventures”) an adventure travel group that primarily operates Tanzania safaris, camp and tours and the acquisition was completed July 31, 2024.

The aggregate purchase price for Wineland-Thomson Adventures, which includes a U.S.-based company and multiple Tanzanian-based companies, is $ 30.0 million, consisting of $ 24.0 million in cash and $ 6.0 million of Lindblad common stock.

The purchase price for the Tanzanian-based companies is $ 11.2 million.

2024 (three months)

The Company has an agreement for the acquisition of Torcatt Enterprises Limitada, a holding company that operates two vessels in the Galápagos Islands, for $ 17.0 million.

The acquisition is expected to close January 2025.

The acquisition is expected to close in January 2025.

NOTE 11 — ACQUISITION

On July 31, 2024 , the Company, through its land-based subsidiary Natural Habitat, acquired Wineland-Thomson Adventures group of companies to further expand its land-based experiential travel offerings and increase its addressable market.

Wineland-Thomson Adventures consists of three adventure travel brands, including Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country.

In addition to its adventure travel brands, the acquisition includes three Tanzania operators, Gibb’s Farm lodge, an 80 -acre sanctuary for the senses located near the Ngorongoro Crater, the operator of Kilimanjaro treks Nature Discovery, which has more than 30 years of experience, and Thomson Safaris Limited.

The aggregate purchase price for Thomson Safaris and the Tanzanian Companies was $ 30.0 million, consisting of $ 24.0 million in cash and $ 6.0 million in Lindblad common stock, representing 682,593 shares.

Pursuant to the agreement, the Company has the option to acquire Tanzania Conservation Limited.

The acquisition was accounted for under purchase accounting and is included in the consolidated results from the acquisition date.

Acquisition related costs were $ 2.5 million and are included in general and administrative expenses for the nine months ended September 30, 2024.

The purchase accounting valuations of the acquired intangibles is ongoing and has not been completed as of the date of this report, therefore intangibles and goodwill are subject to change as valuations are finalized.

The Company recorded $ 25.8 million in goodwill related to the acquisition.

Following are pro forma revenue and net loss available to stockholders for the three and nine months ended September 30, 2024 and 2023, assuming the Company had completed the acquisition on January 1, 2023:

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

$ 217,492 $ 189,666 $ 467,958 $ 471,060

Net income (loss) available to stockholders

24,668 8,620 ( 17,935 ) ( 17,140 )

NOTE 12 — SEGMENT INFORMATION

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Operating results for the Company’s reportable segments were as follows:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

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$ 206,005 $ 175,989 $ 496,118 $ 444,183

Operating (loss) income:

Operating income:

$ 11,680 $ 7,501 $ 10,092 $ 8,576

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17,801 12,975 19,032 15,868

Operating (loss) income

Operating income

$ 29,481 $ 20,476 $ 29,124 $ 24,444

For the three and six months ended June 30, 2024, there was $ 1.0 million and $ 3.8 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation.

For the three and six months ended June 30, 2023, there was $ 1.6 million and $ 4.0 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation.

For the three and nine months ended September 30, 2024, there was $ 1.3 million and $ 5.1 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation.

For the three and nine months ended September 30, 2023, there was $ 2.3 million and $ 6.3 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation.

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

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

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$ 12,733 $ 10,521 $ 37,687 $ 33,660

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

As of June 30, 2024 As of December 31, 2023

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

As of September 30, 2024 As of December 31, 2023

(In thousands)

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NOTE 13 — SUBSEQUENT EVENTS

On July 31, 2024, Lindblad, through its land-based subsidiary Natural Habitat, closed the previously announced acquisition contemplated by that Purchase and Sale Agreement dated April 29, 2024 with WTA Holding Corp.

to acquire Wineland-Thomson Adventures, Inc.

and other related entities (“WTA”) to further expand our land-based experiential travel offerings and increase our addressable market.

WTA consists of four adventure travel brands, including the respected Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country.

Thomson Safaris was founded on the principles of quality and integrity, with the goal of leading socially responsible and positively impactful light-treading safari tours.

Today, the brand’s name has earned its place as one of the top safari outfitters in the world, being recognized with consecutive accolades from trusted publications, like Condé Nast Traveler Best Travel Specialists in the World and Travel + Leisure World’s Best Awards.

In addition to its adventure travel brands, the WTA acquisition includes three leading Tanzania safari tour operators (collectively, the “Tanzanian Companies”)—the historic award-winning Gibb’s Farm lodge—an 80 -acre sanctuary for the senses located near the Ngorongoro Crate, the industry-leading operator of Kilimanjaro treks Nature Discovery, Limited, which has more than 30 years of experience and is the recommended Tanzanian partner for over 20 specialist trekking and safari travel agents around the world, and Thomson Safaris Limited.

Pursuant to the agreement, the Company has the option to acquire Tanzania Conservation Limited.

The aggregate purchase price for WTA and the Tanzanian Companies was $ 24.0 million and $ 6.0 million in Lindblad common stock, representing 682,593 shares.

On October 8, 2024, the Workers’ Committee of Navilusal Cia.

filed an action (the “Complaint”) with the Ministry of Labor in the Republic of Ecuador against Navilusal Cia.

(“Navilusal”), a subsidiary of the Company.

The Complaint asserts, among other things, Navilusal’s failure to pay a surcharge on gross sales and a percent of net profits of Ecuadorian subsidiary companies Metrohotel and Marventura, and monetary damages related thereto.

The Company believes that it has substantial legal and factual defenses to the claims and intends to defend the Company against such claims.

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

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adverse general economic factors, such as fluctuating or increasing levels of interest rates, taxes, inflation, unemployment and perceptions of these and similar conditions that decrease the level of disposable income of consumers or consumer confidence that negatively impact the ability or desire of people to travel;

suspended operations, cancelling or rescheduling of voyages and other potential disruptions to our business and operations related to the COVID-19 virus or other health pandemic, the civil unrest in Ecuador, the Israel-Hamas war, the Russia-Ukraine conflict, political unrest, terrorism, war, the impact of the November 2024 U.S.

suspended operations, cancelling or rescheduling of voyages and other potential disruptions to our business and operations related to potential health pandemics, the civil unrest in Ecuador, the Israel-Hamas war, the Russia-Ukraine conflict, political unrest, terrorism, war, the impact of the November 2024 U.S.

Presidential election, the denial and/or unavailability of ports of call, or another unexpected event in destinations we visit;

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our substantial indebtedness and our ability to remain in compliance with the financial and/or operating covenants in such arrangements;

the impact of material litigation, enforcement actions, claims, fines or penalties on our business;

the impact of severe or unusual weather conditions, including climate change, on our business;

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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.

We currently operate a fleet of ten owned expedition ships and operate six seasonal charter vessels under the Lindblad Expeditions, LLC.

(“Lindblad”) brand.

We currently operate a fleet of ten owned expedition ships and operate six seasonal charter vessels.

Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration, and the majority of our expeditions involve travel to remote places, such as voyages to Alaska, the Arctic, Antarctic, the Galápagos Islands, Baja’s Sea of Cortez, the South Pacific, Costa Rica and Panama.

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, which was recently expanded and extended in November 2023 to the end of 2040 through a Brand License Agreement with National Geographic Partners, LLC (“National Geographic”), includes a co-selling, co-marketing and global branding arrangement whereby National Geographic promotes our offerings in its marketing campaigns across web-based, email, print and other marketing platforms and distributes our expeditions through the Disney Signature Experiences platform and our owned vessels carry the National Geographic name.

This relationship, which was recently expanded and extended in November 2023 to the end of 2040 through a Brand License Agreement with National Geographic Partners, LLC (“National Geographic”), includes a co-selling, co-marketing and global branding arrangement whereby National Geographic promotes our offerings in its marketing campaigns across web-based, email, print and other marketing platforms and distributes our expeditions through the Disney Signature Experiences platform under the National Geographic-Lindblad Expeditions brand, and our owned vessels carry the National Geographic name.

We collaborate with National Geographic on voyage 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.

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These walking tours are highlighted by luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there.

We operate two segments consisting of (i) the Lindblad segment, which consists of the operations of our Lindblad brand, and (ii) the Land Experiences segment, consisting of our Natural Habitat, DuVine, Off the Beaten Path and Classic Journeys brands.

Wineland-Thomson Adventures, consisting of Wineland-Thomson Adventures, LLC (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”) and the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), provides global custom and private tours, family travel experiences, socially responsible and positively impactful light-treading Tanzanian safaris with expert local wildlife guides providing exceptional insight, treks to the summit of Kilimanjaro, the Roof of Africa, with 30 years of experience and a commitment to environmental and social responsibility, and high-end lodging at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater.

2024 Highlights

During the six months ended June 30, 2024, we provided immersive expeditions to our guests across all our ships including voyages to Alaska, Antarctica, the Arctic, Baja California’s Sea of Cortez, British Columbia, the Channel Islands, the Galápagos Islands, Greece, Iceland, the Pacific Northwest, Patagonia, Spain, South Georgia and the Falkland Islands, Central America, Australia, New Zealand, the South Pacific and elsewhere.

Our Land Experiences guests traveled on adventures to locations such as Costa Rica, the Amazon, Brazil’s Pantanal, Mexico, China, India, Sri Lanka, Borneo, Bhutan, Africa including Kenya, Tanzania, Botswana, South Africa and Madagascar, Portugal, Italy, the Cotswold’s, Croatia, France, Spain, Alaska, Yellowstone National Park and Canyons Southwest USA.

During the nine months ended September 30, 2024, we provided immersive expeditions to our guests across all our ships including voyages to Alaska, Antarctica, the Arctic, Baja California’s Sea of Cortez, British Columbia, the Channel Islands, the Galápagos Islands, Greece, Greenland, Iceland, the Northwest Passage, the Pacific Northwest, Patagonia, Spain, South Georgia and the Falkland Islands, Central America, Australia, New Zealand, the South Pacific and elsewhere.

Our Land Experiences guests traveled on adventures to locations such as our Alaska Bear Camps, Costa Rica, the Amazon, Brazil’s Pantanal, Mexico, China, Iceland, India, Sri Lanka, Borneo, Bhutan, Africa including Kenya, Tanzania, Botswana, South Africa and Madagascar, Portugal, Italy, the Cotswold’s, Croatia, France, Spain, Alaska, Yellowstone National Park and Canyons Southwest USA.

During April 2024, we increased our ownership of Natural Habitat to 90.1% for $15.2 million, as Mr.

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The acquisition will expand our vessels and guest capacity in one of our core markets.

We expect the acquisition to close January 2025.

Following the end of the quarter, on July 31, 2024, we acquired Wineland-Thomson Adventures, Inc., and other related entities, (“WTA”) to further expand our land-based experiential travel offerings and increase our addressable market, for $24.0 million in cash and $6.0 million in Lindblad common stock, representing 682,593 shares.

WTA consists of four adventure travel brands, including the respected Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country, was founded on the principles of quality and integrity, with the goal of leading socially responsible and positively impactful light-treading safari tours.

In addition to its adventure travel brands, the acquisition includes three leading Tanzania tour operators, the historic award-winning Gibb’s Farm lodge, an 80-acre sanctuary for the senses located near the Ngorongoro Crate, the industry-leading operator of Kilimanjaro treks Nature Discovery, Limited, which has more than 30 years of experience and is the recommended Tanzanian partner for over 20 specialist trekking and safari travel agents around the world, and Thomson Safaris Limited.

We have substantial advanced reservations for future travel with bookings for the full year 2024 6% ahead of the bookings for 2024 at the same point in 2023 and over 29% ahead excluding carryover bookings in 2023.

We expect the acquisition to close in January 2025.

On July 31, 2024, we acquired Wineland-Thomson Adventures, Inc., and other related entities, (“Wineland-Thomson Adventures”) to further expand our land-based experiential travel offerings and increase our addressable market, for $24.0 million in cash and $6.0 million in Lindblad common stock, representing 682,593 shares.

Wineland-Thomson Adventures consists of four adventure travel brands, including the respected Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country, was founded on the principles of quality and integrity, with the goal of leading socially responsible and positively impactful light-treading safari tours.

In addition to its adventure travel brands, the acquisition includes three leading Tanzania tour operators, the historic award-winning Gibb’s Farm lodge, an 80-acre sanctuary for the senses located near the Ngorongoro Crater, the industry-leading operator of Kilimanjaro treks Nature Discovery, Limited, which has more than 30 years of experience and is the recommended Tanzanian partner for over 20 specialist trekking and safari travel agents around the world, and Thomson Safaris Limited.

Bookings to date for future travel increased 26% vs the same period in 2023.

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

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Tour revenues consist of the following:

Guest ticket revenues recognized from the sale of guest tickets;

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

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

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We believe 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.

We believe Adjusted EBITDA helps provide a more complete understanding of the underlying operating

results and trends and an enhanced overall understanding of our financial performance and prospects for the future.

We believe Adjusted EBITDA helps provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our 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.

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Foreign Currency Translation

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.

dollar and Tanzanian shilling are the functional currencies 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.

Traditionally, our Lindblad brand tour revenues are mildly seasonal, historically larger in the first and third quarters.

The seasonality of our operating results fluctuates due primarily 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 periodically more extensive reviews.

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 periodically more extensive reviews.

Drydocking impacts operating results by reducing tour revenues and increasing cost of tours.

Our Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys brands are seasonal businesses, with the majority of Natural Habitat’s tour revenue recorded in the third and fourth quarters from its summer season departures and polar bear tours, while the majority of Off the Beaten Path, DuVine and Classic Journeys’ revenues recorded during the second and third quarters from their spring and summer season departures.

Our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys and Wineland-Thomson Adventures brands are seasonal businesses, with the majority of Natural Habitat’s tour revenue recorded in the third and fourth quarters from its summer season departures and polar bear tours, while the majority of Off the Beaten Path, DuVine and Classic Journeys’ revenues recorded during the second and third quarters from their spring and summer season departures, and the majority of Wineland-Thomson Adventures’ revenues being recorded during the third quarter from the height of their safari season tours.

Results of Operations — Consolidated

Our consolidated results for the three and six months ended June 30, 2024 and 2023 are set forth below.

For the three months ended June 30,

For the six months ended June 30,

Our consolidated results for the three and nine months ended September 30, 2024 and 2023 are set forth below.

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

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Depreciation and amortization

Operating (loss) income

Undistributed loss per share available to stockholders:

Comparison of the Three and Six Months Ended June 30, 2024 and 2023 — Consolidated

Operating income

Net income (loss)

Undistributed income (loss) per share available to stockholders:

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023 — Consolidated

Tour Revenues

Tour revenues for the three months ended June 30, 2024 increased $11.7 million, or 9%, to $136.5 million, compared to $124.8 million for the three months ended June 30, 2023.

The Lindblad segment tour revenues increased by $5.6 million, or 6%, and the Land Experiences segment increased $6.1 million, or 16%, primarily due to operating additional trips, increased guest counts and higher pricing.

Tour revenues for the six months ended June 30, 2024 increased $21.9 million, or 8%, to $290.1 million, compared to $268.2 million for the six months ended June 30, 2023.

The Lindblad segment tour revenues increased by $8.4 million, or 4%, and the Land Experiences segment increased $13.5 million, or 21%, primarily due to operating additional trips, increased guest counts, higher pricing and increased other revenue.

Tour revenues for the three months ended September 30, 2024 increased $30.0 million, or 17%, to $206.0 million, compared to $176.0 million for the three months ended September 30, 2023.

Of the $30.0 million increase, $12.5 million is due to a 7% increase in guest nights sold and a 2% increase in guests traveled, $8.7 million is due to an increase in pricing, and includes the results of Wineland-Thomson Adventures since its acquisition on July 31, 2024.

The Lindblad segment tour revenues increased by $12.5 million, or 12%, and the Land Experiences segment increased $17.5 million, or 26%.

Tour revenues for the nine months ended September 30, 2024 increased $51.9 million, or 12%, to $496.1 million, compared to $444.2 million for the nine months ended September 30, 2023.

Of the $51.9 million increase, $22.1 million is due to a 4% increase in guest nights sold and a 6% increase in guests traveled, $21.0 million of the increase is due to an increase in pricing, and includes the results of Wineland-Thomson Adventures since its acquisition on July 31, 2024.

The Lindblad segment tour revenues increased by $20.9 million, or 7%, and the Land Experiences segment increased $31.0 million, or 23%.

Cost of Tours

Total cost of tours for the three months ended June 30, 2024 increased $1.0 million, or 1%, to $78.6 million, compared to $77.7 million for the three months ended June 30, 2023.

The Lindblad segment cost of tours decreased by $2.1 million, or 4%, partially due to lower port costs, resulting from cancelled voyages, and lower fuel expense.

The Land Experiences segment increased $3.1 million, or 14%, primarily due to operating additional trips and higher operating costs.

Total cost of tours for the six months ended June 30, 2024 increased $8.2 million, or 6%, to $157.9 million, compared to $149.7 million for the six months ended June 30, 2023.

The Lindblad segment cost of tours decreased by $0.5 million.

The Land Experiences segment increased $8.7 million, or 23%, primarily due to operating additional trips, higher costs and impact of foreign currency on operating expenses.

Total cost of tours for the three months ended September 30, 2024 increased $8.9 million, or 9%, to $104.5 million, compared to $95.6 million for the three months ended September 30, 2023, primarily due to the inclusion of Wineland-Thomson Adventures within our Land Experiences segment, operating additional expeditions and trips, and higher operating costs .

The Lindblad segment cost of tours increased by $0.6 million, or 1% and the Land Experiences segment increased $8.2 million, or 20% .

Total cost of tours for the nine months ended September 30, 2024 increased $17.1 million, or 7%, to $262.4 million, compared to $245.3 million for the nine months ended September 30, 2023, primarily due to the inclusion of Wineland-Thomson Adventures within our Land Experiences segment, operating additional trips, and higher operating costs .

The Lindblad segment cost of tours increased by $0.1 million and the Land Experiences segment increased $17.0 million, or 22%.

General and Administrative

General and administrative expenses for the three months ended June 30, 2024 increased $4.9 million, or 17%, to $34.1 million, compared to $29.2 million for the three months ended June 30, 2023.

At the Lindblad segment, general and administrative expenses increased $1.6 million, or 8%, from the prior year period, primarily due to higher personnel costs, increased information technology costs and transaction-related costs.

At the Land Experiences segment, general and administrative expenses increased $3.3 million, or 40%, primarily due to increased personnel costs related to operating additional trips, higher credit card commissions due to the strong booking environment, and transaction-related costs.

General and administrative expenses for the six months ended June 30, 2024 increased $10.9 million, or 20%, to $66.5 million, compared to $55.6 million for the six months ended June 30, 2023.

At the Lindblad segment, general and administrative expenses increased $5.5 million, or 14%, from the prior year period, primarily due to higher personnel costs, higher credit card commissions due to the strong booking environment, increased information technology costs and transaction-related costs.

At the Land Experiences segment, general and administrative expenses increased $5.4 million, or 33%, primarily due to increased personnel costs related to operating additional trips, higher credit card commissions due to the strong booking environment, and transaction-related costs.

General and administrative expenses for the three months ended September 30, 2024 increased $4.3 million, or 14%, to $34.3 million, compared to $30.0 million for the three months ended September 30, 2023, primarily due to higher personnel expense, credit card commissions due to a strong booking environment, transaction-related costs and the inclusion of the results of Wineland-Thomson Adventures.

At the Lindblad segment, general and administrative expenses increased $1.5 million, or 7%, from the prior year period, and the Land Experiences segment increased $2.8 million, or 31%.

General and administrative expenses for the nine months ended September 30, 2024 increased $15.2 million, or 18%, to $100.8 million, compared to $85.6 million for the nine months ended September 30, 2023, primarily due to higher personnel expense, credit card commissions due to a strong booking environment, transaction-related costs and the inclusion of the results of Wineland-Thomson Adventures.

At the Lindblad segment, general and administrative expenses increased $7.1 million, or 12%, and the Land Experiences segment increased $8.2 million, or 32%.

Selling and Marketing

Selling and marketing expenses for the three months ended June 30, 2024 increased $3.1 million, or 21%, to $18.3 million, compared to $15.2 million for the three months ended June 30, 2023.

At the Lindblad segment, selling and marketing expenses increased $2.0 million, or 17%, primarily due to higher royalties associated with the new National Geographic agreement and increased marketing spend to support future growth.

At the Land Experiences segment, selling and marketing expenses increased $1.1 million, or 37%, primarily due to increased marketing spend to drive future bookings and higher commissions related to revenue growth.

Selling and marketing expenses for the six months ended June 30, 2024 increased $5.2 million, or 15%, to $41.0 million, compared to $35.8 million for the six months ended June 30, 2023.

At the Lindblad segment, selling and marketing expenses increased $4.3 million, or 15%, primarily due to higher royalties associated with the new National Geographic agreement and increased marketing spend to support future growth.

At the Land Experiences segment, selling and marketing expenses increased $0.9 million, or 12%, primarily due to primarily due to increased marketing spend to drive future bookings.

Selling and marketing expenses for the three months ended September 30, 2024 increased $5.6 million, or 29%, to $25.0 million, compared to $19.4 million for the three months ended September 30, 2023, primarily due to higher royalties associated with the new National Geographic agreement, increased marketing spend to support future growth, and the inclusion of the results of Wineland-Thomson Adventures.

At the Lindblad segment, selling and marketing expenses increased $4.1 million, or 26%, and the Land Experiences segment increased $1.5 million, or 39%.

Selling and marketing expenses for the nine months ended September 30, 2024 increased $10.8 million, or 20%, to $66.0 million, compared to $55.2 million for the nine months ended September 30, 2023, primarily due to higher royalties associated with the new National Geographic agreement, increased marketing spend to support future growth, and the inclusion of the results of Wineland-Thomson Adventures.

At the Lindblad segment, selling and marketing expenses increased $8.4 million, or 19%, and the Land Experiences segment increased $2.4 million, or 22%.

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended June 30, 2024 increased $2.3 million, or 20%, to $13.6 million, compared to $11.3 million for the three months ended June 30, 2023.

Depreciation and amortization expenses for the six months ended June 30, 2024 increased $1.8 million, or 8%, to $24.9 million, compared to $23.1 million for the six months ended June 30, 2023.

Depreciation and amortization expenses for the three months ended September 30, 2024 increased $2.2 million, or 21%, to $12.7 million, compared to $10.5 million for the three months ended September 30, 2023.

Depreciation and amortization expenses for the nine months ended September 30, 2024 increased $4.0 million, or 12%, to $37.7 million, compared to $33.7 million for the nine months ended September 30, 2023.

Other Income (Expense)

Other expense for the three months ended June 30, 2024, decreased $3.8 million to $11.3 million from $15.2 million for the three months ended June 30, 2023, due primarily to the May 2023 write-off of $3.9 million of deferred financing costs, fees and other expenses related to the repayment of our prior Export Credit Agreements.

Other expense for the six months ended June 30, 2024, decreased $2.2 million to $23.1 million from $25.3 million for the six months ended June 30, 2023, due primarily to the May 2023 write-off of $3.9 million of deferred financing costs, fees and other expenses related to the repayment of our prior Export Credit Agreements, partially offset by a $0.8 million increase in interest expense and a $0.8 million increased loss on foreign exchange.

Other expense for the three months ended September 30, 2024, decreased $1.0 million to $11.0 million from $12.0 million for the three months ended September 30, 2023, due primarily to a $0.2 million gain on foreign exchange in 2024 compared to a $0.5 million loss in 2023, and $0.2 million lower interest expense.

Other expense for the nine months ended September 30, 2024, decreased $3.1 million to $34.2 million from $37.3 million for the nine months ended September 30, 2023, due primarily to the May 2023 write-off of $3.9 million of deferred financing costs, fees and other expenses related to the repayment of our prior Export Credit Agreements, partially offset by a $0.5 million increase in interest expense.

Results of Operations — Segments

1 unchanged sentence

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 June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

2 unchanged sentences

Total tour revenues

Operating (loss) income:

Operating income:

Land Experiences

Operating (loss) income

Operating income

Adjusted EBITDA:

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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 June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Available Guest Nights

5 unchanged sentences

Calculation of Gross and Net Yield per Available Guest Night

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands, except for Available Guest Nights, Gross and Net Yield per Available Guest Night)

7 unchanged sentences

The following table reconciles operating income to our Net Yield Guest Metric for the Lindblad Segment:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

Operating (loss) income

Operating income

Cost of tours

5 unchanged sentences

Calculation of Gross and Net Cruise Cost

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Avail.

18 unchanged sentences

Adjusted Net Cruise Cost per Available Guest Night

Comparison of the Three and Six Months Ended June 30, 2024 and 2023 at the Lindblad Segment

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023 at the Lindblad Segment

Tour Revenues

Tour revenues for the three months ended June 30, 2024 increased $5.6 million, or 6%, to $93.1 million, compared to $87.4 million for the three months ended June 30, 2023.

The increase was primarily driven by higher guest ticket revenue due to increased occupancy, with a 9% increase in guest nights sold as occupancy increased to 78% in the quarter compared to 74% in 2023, and n et yield per available guest night increased 6% from 2023 to $1,094.

Tour revenues for the six months ended June 30, 2024 increased $8.4 million, or 4%, to $211.4 million, compared to $202.9 million for the six months ended June 30, 2023.

The increase was primarily driven by higher guest ticket revenue due to increased pricing and a 2% increase in guest nights sold.

Net yield per available guest night increased 3% to $1,160 as compared with 2023.

Tour revenues for the three months ended September 30, 2024 increased $12.5 million, or 12%, to $121.3 million, compared to $108.7 million for the three months ended September 30, 2023.

Of the $12.5 million increase, $8.0 million is related to a 7% increase in guest nights sold and $4.5 million is related to a 4% increase in revenue per guest nights sold as compared to the prior year period.

Tour revenues for the nine months ended September 30, 2024 increased $21.0 million, or 7%, to $332.6 million, compared to $311.7 million for the nine months ended September 30, 2023.

Of the $21.0 million increase, $13.2 million is related to a 4% increase in guest nights sold and $7.8 million is related to a 2% increase in revenue per guest nights sold as compared to the prior year period.

Operating Income

Operating loss of $9.4 million for the three months ended June 30, 2024 decreased $1.6 million compared to a loss of $11.0 million for the three months ended June 30, 2023, as the increase in tour revenues was partially offset by higher operating expenses.

Operating expenses included a decrease in cost of tours, offset by expenses associated with the increased revenue, including higher sales and marketing costs, primarily due to increased royalties associated with the new National Geographic agreement and increased marketing spend to support future growth, and higher general and administrative costs, primarily due to increased personnel costs, increased information technology costs and transaction-related costs.

During the six months ended June 30, 2024, we incurred an operating loss of $1.6 million compared to operating income of $1.1 million for the six months ended June 30, 2023, as the increase in tour revenues was more than offset by higher operating expenses.

Operating expenses included expenses associated with increased revenue, including higher sales and marketing costs, primarily due to increased royalties associated with the new National Geographic agreement and marketing spend to drive future booking growth, and higher general and administrative costs, primarily due to increased personnel costs, higher credit card commissions due to the revenue and bookings growth, increased information technology costs and transaction-related costs.

Comparison of Three and Six Months Ended June 30, 2024 and 2023 at the Land Experiences Segment

Operating income of $11.7 million for the three months ended September 30, 2024 increased $4.2 million compared to income of $7.5 million for the three months ended September 30, 2023, as the increase in tour revenues was partially offset by higher operating expenses.

The increase in operating expenses was primarily due to expenses associated with increased revenue, including higher sales and marketing costs, driven by increased royalties associated with the new National Geographic agreement, and higher general and administrative costs, driven by higher credit card commissions, increased information technology costs and transaction-related costs.

Operating income of $10.1 million for the three months ended September 30, 2024 increased $1.5 million compared to income of $8.6 million for the three months ended September 30, 2023.

Increased revenue was partially offset by higher operating expenses, primarily due to expenses associated with increased revenue, including higher sales and marketing costs, driven by increased royalties associated with the new National Geographic agreement and marketing spend to drive future booking growth, and higher general and administrative costs, driven by increased personnel costs, higher credit card commissions due to the revenue and bookings growth, increased costs related to consulting, information technology and transaction-related costs.

Comparison of Three and Nine Months Ended September 30, 2024 and 2023 at the Land Experiences Segment

Tour Revenues

Tour revenues for the three months ended June 30, 2024 increased $6.1 million, or 16%, to $43.4 million compared to $37.4 million for the three months ended June 30, 2023 primarily as a result of an increase in guests traveled during the second quarter 2024 and higher pricing.

Tour revenues for the six months ended June 30, 2024 increased $13.5 million, or 21%, to $78.8 million compared to $65.3 million for the six months ended June 30, 2023 primarily as a result of operating additional trips during 2024 and higher pricing.

Tour revenues for the three months ended September 30, 2024 increased $17.5 million, or 26%, to $84.7 million compared to $67.2 million for the three months ended September 30, 2023.

Of the $17.5 million increase, $7.4 million is due to an 11% increase in average revenue per customer, $1.3 million is related to a 2% increase in guests traveled during the third quarter 2024, and includes the results of Wineland-Thomson Adventures since its acquisition on July 31, 2024.

Tour revenues for the nine months ended September 30, 2024 increased $31.0 million, or 23%, to $163.5 million compared to $132.5 million for the nine months ended September 30, 2023.

Of the $31.0 million increase, $13.3 million is due to a 10% increase in average revenue per customer, $8.9 million is related to a 6% increase in guests traveled during 2024, and includes the results of Wineland-Thomson Adventures since its acquisition on July 31, 2024.

Operating Income

Operating income of $1.2 million for the three months ended June 30, 2024 decreased $1.3 million compared to $2.5 million for the three months ended June 30, 2023, as the increase in tour revenue was more than offset by higher operating and personnel costs, higher marketing spend to drive future growth, and transaction-related costs.

Operating income of $1.2 million for the six months ended June 30, 2024 decreased $1.7 million compared to $2.9 million for the six months ended June 30, 2023, as the increase in tour revenue was more than offset by higher operating and personnel costs related to operating additional departures, higher marketing spend to drive future growth, transaction-related costs, and the impact of foreign currency on operating expenses.

Operating income of $17.8 million for the three months ended September 30, 2024 increased $4.8 million compared to $13.0 million for the three months ended September 30, 2023.

The increase was driven by higher revenues from the existing businesses and the inclusion of the results of Wineland-Thomson Adventures since its acquisition, partially offset by higher operating and personnel costs due to operating additional tours, higher marketing spend to drive future growth, and transaction-related costs.

Operating income of $19.0 million for the nine months ended September 30, 2024 increased $3.1 million compared to $15.9 million for the nine months ended September 30, 2023.

The increase was driven by higher revenues from the existing businesses and the inclusion of the results of Wineland-Thomson Adventures since its acquisition, partially offset by higher operating and personnel costs related to operating additional departures, higher marketing spend to drive future growth, and transaction-related costs.

Adjusted EBITDA — Consolidated

2 unchanged sentences

Reconciliation of Net (Loss) Income to Adjusted EBITDA Consolidated

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

Net income (loss)

Interest expense, net

Income tax expense

Income tax (benefit) expense

Depreciation and amortization

Loss (gain) on foreign currency

Other expense (income)

(Gain) loss on foreign currency

Other (income) expense

Stock-based compensation

5 unchanged sentences

Lindblad Segment

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

Operating (loss) income

Operating income

Depreciation and amortization

4 unchanged sentences

Land Experiences Segment

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

5 unchanged sentences

Liquidity and Capital Resources

As of June 30, 2024, the Company had $168.1 million in unrestricted cash and cash equivalents and $49.5 million in restricted cash primarily related to deposits on future travel originating from U.S.

As of September 30, 2024, the Company had $193.9 million in unrestricted cash and cash equivalents and $30.7 million in restricted cash primarily related to deposits on future travel originating from U.S.

ports and credit card reserves.

As of June 30, 2024, we had $635.1 million in long-term debt obligations, including the current portion of long-term debt.

As of September 30, 2024, we had $635.0 million in long-term debt obligations, including the current portion of long-term debt.

We believe that our cash on hand and expected future operating cash inflows will be sufficient to fund operations, debt service requirements, and necessary capital expenditures for at least the next 12 months.

Sources and Uses of Cash for the Six Months Ended June 30, 2024 and 2023

Net cash provided by operating activities was $62.6 million for the six months ended June 30, 2024 compared to $19.5 million for the same period in 2023.

Sources and Uses of Cash for the Nine Months Ended September 30, 2024 and 2023

Net cash provided by operating activities was $90.7 million for the nine months ended September 30, 2024 compared to $35.3 million for the same period in 2023.

The $55.4 million increase is primarily due to increased cash received from guests for future travel.

Net cash used in investing activities was $13.9 million for the six months ended June 30, 2024 compared to $0.4 million in cash provided by investing activities during the same period in 2023.

2024 primarily included capital expenditures on our vessels, while 2023 primarily included divesting of marketable securities, partially offset by capital expenditures on our vessels and our digital transformation initiatives.

Net cash used in financing activities was $18.4 million for the six months ended June 30, 2024 compared to $61.5 million provided by financing activities for the same period in 2023.

Net cash used in investing activities was $34.4 million for the nine months ended September 30, 2024 compared to $7.6 million in cash provided by investing activities during the same period in 2023.

2024 primarily included the acquisition of Wineland-Thomson Adventures and capital expenditures on our vessels, while 2023 primarily included capital expenditures on our vessels and our digital transformation initiatives, partially offset by divesting of marketable securities.

Net cash used in financing activities was $19.1 million for the nine months ended September 30, 2024 compared to $61.0 million provided by financing activities for the same period in 2023.

2024 primarily included expenditures for the acquisition of an additional 9.95% of Natural Habitat and 5% of DuVine related to the respective puts and calls of the redeemable non-controlling interests, and income tax withholdings for stock-based compensation, while 2023 primarily included the issuance of $275.0 million of new senior notes which were used primarily to repay our prior export credit agreements .

4 unchanged sentences

The 6.75% Notes will mature on February 15, 2027, subject to earlier repurchase or redemption.

We used the net proceeds from the offering to prepay in full all outstanding borrowings under our prior credit

agreement, including the term facility, Main Street Loan, and revolving credit facility, to pay any related premiums and to terminate in full our prior credit agreement and the commitments thereunder.

We used the net proceeds from the offering to prepay in full all outstanding borrowings under our prior credit agreement, including the term facility, Main Street Loan, and revolving credit facility, to pay any related premiums and to terminate in full our prior credit agreement and the commitments thereunder.

The 6.75% Notes are senior secured obligations and are guaranteed on a senior secured basis by us and certain of our subsidiaries (collectively, the “Guarantors”) and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all of our and the Guarantors’ assets.

4 unchanged sentences

Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at our option, an adjusted SOFR rate plus a spread or a base rate plus a spread.

As of June 30, 2024, we had no borrowings under the Revolving Credit Facility.

As of September 30, 2024, we had no borrowings under the Revolving Credit Facility.

On May 2, 2023, we issued $275.0 million aggregate principal amount of 9.00% senior secured notes due 2028 (the “9.00% Notes”) in a private offering.

5 unchanged sentences

The 6.75% Notes, Revolving Credit Facility and 9.00% Notes contain covenants that, among other things, restrict our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments.

These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, Revolving Credit Facility and 9.00% Notes.

As of June 30, 2024, we were in compliance with the covenants currently in effect.

These covenants are subject to a number of important exceptions and qualifications.

As of September 30, 2024, we were in compliance with the covenants currently in effect.

Preferred Stock

4 unchanged sentences

After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at our option.

During 2024, we thus far have continued to pay Preferred Stock dividends in-kind.

At any time after the third anniversary of the issuance, we may, at our option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days.

During 2024, we have continued to pay Preferred Stock dividends in-kind.

At any time, we may, at our option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days.

The Preferred Stock is convertible at any time, at the holder’s election, into a number of shares of our common stock equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $9.50.

At the six-year anniversary of the closing date, each investor has the right to request that we repurchase their Preferred Stock, and any Preferred Stock not requested to be repurchased shall be converted into our common shares equal to the quotient obtained by dividing the then-current accrued value by the conversion price.

As of June 30, 2024, the outstanding Preferred Stock and accumulated dividends could be converted, at the option of the holders, into approximately 8.2 million shares of our common stock.

As of September 30, 2024, the outstanding Preferred Stock and accumulated dividends could be converted into approximately 8.3 million shares of our common stock.

Funding Needs

2 unchanged sentences

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 debt, make long-term investments or any other use of cash.

The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash.

Traditionally we run a working capital deficit due primarily to a large balance of unearned passenger revenues.

As of June 30, 2024, we had a working capital deficit of $99.0 million, and as of December 31, 2023, we had a working capital deficit of $74.7 million.

As of September 30, 2024, we had a working capital deficit of $98.3 million, and as of December 31, 2023, we had a working capital deficit of $74.7 million.

Critical Accounting Policies

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements