What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-11-05 · 250 added, 442 removed, 589 unchanged (54% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

As of September 30, 2024

As of March 31, 2025

As of December 31, 2024

12 unchanged sentences

Intangibles, net

15,281 15,923

Other long-term assets

3 unchanged sentences

$ 354,856 $ 318,666

Accounts payable and accrued expenses

Accrued expenses

53,479 58,054

Accounts payable

10,686 13,860

Lease liabilities - current

10 unchanged sentences

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

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

62,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

79,359 78,155

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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 September 30, 2024 and December 31, 2023, respectively

62,000 Series A shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

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

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

54,699,422 and 54,507,977 issued, 54,567,599 and 54,376,154 outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

2 unchanged sentences

( 365,716 ) ( 362,881 )

Total stockholders' deficit

Accumulated other comprehensive income

Total stockholder’s deficit

( 252,223 ) ( 253,114 )

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(In thousands, except share and per share data)

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

Tour revenues

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

Operating expenses:

Cost of tours

104,488 95,590 262,430 245,293

General and administrative

34,300 30,015 100,835 85,589

Selling and marketing

25,003 19,387 66,042 55,197

Depreciation and amortization

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

Total operating expenses

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

Operating income

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

Other (expense) income:

Interest expense, net

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

Gain (loss) on foreign currency

203 ( 455 ) ( 48 ) 46

Other income (expense)

1 ( 77 ) 9 ( 3,773 )

Other (expense) income

Total other expense

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

Income (loss) before income taxes

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

Loss before income taxes

Income tax (benefit) expense

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

Net income (loss)

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

Net income attributable to noncontrolling interest

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

Net loss attributable to noncontrolling interest

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

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

Series A redeemable convertible preferred stock dividend

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

Net income (loss) available to stockholders

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

Net loss available to stockholders

Weighted average shares outstanding

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

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

Undistributed income (loss) per share available to stockholders:

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

$ 0.36 $ 0.08 $ ( 0.18 ) $ ( 0.40 )

Undistributed loss per share available to stockholders:

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

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(In thousands)

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

Net income (loss)

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

Other comprehensive income:

Change in foreign currency translation adjustments

Total other comprehensive income

Total comprehensive income (loss)

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

comprehensive income attributive to non-controlling interest

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

comprehensive loss attributive to non-controlling interest

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

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

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

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Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders̛

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

- - - ( 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, 2024

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

Other comprehensive income, net

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

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

Balance as of September 30, 2024

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

LINDBLAD EXPEDITIONS HOLDINGS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders ’ Deficit

(In thousands, except share data)

Net income attributable to Lindblad Expeditions Holdings, Inc.

Balance as of March 31, 2025

Additional Paid-In

Total Stockholders’

Balance as of June 30, 2023

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

Stock-based compensation

- - 2,953 - 2,953

Net activity related to equity compensation plans

59,204 - ( 5 ) - ( 5 )

Redeemable noncontrolling interest

- - - ( 898 ) ( 898 )

Series A preferred shares dividend

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

Net income attributable to Lindblad Expeditions Holdings, Inc.

- - - 5,638 5,638

Balance as of September 30, 2023

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

Common Stock Additional Paid-In Accumulated Total Stockholders'

Shares Amount Capital Deficit Deficit

Balance as of December 31, 2023

53,177,437 $ 5 $ 83,850 $ ( 266,530 ) $ ( 182,675 )

Stock-based compensation

- - 9,245 - 9,245

Net activity related to equity compensation plans

202,313 - ( 546 ) - ( 546 )

Redeemable noncontrolling interest

- - - ( 2,859 ) ( 2,859 )

Series A preferred shares dividend

- - - ( 3,255 ) ( 3,255 )

Net loss attributable to Lindblad Expeditions Holdings, Inc.

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

Balance as of September 30, 2023

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

Balance as of March 31, 2024

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

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(In thousands)

For the nine months ended September 30,

For the three months ended March 31,

Cash Flows From Operating Activities

$ ( 3,005 ) $ ( 14,463 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

37,687 33,660

Amortization of deferred financing costs and other, net

2 unchanged sentences

Deferred income taxes

( 2,118 ) 1,241

Loss (gain) on foreign currency

Write-off of unamortized issuance costs related to debt refinancing

(Gain) loss on foreign currency

Changes in operating assets and liabilities

Prepaid expenses and other current assets

( 2,221 ) ( 633 )

Unearned passenger revenues

Other long-term assets

( 519 ) ( 1,165 )

Accounts payable and accrued expenses

2,256 ( 4,272 )

Operating lease liabilities

( 735 ) ( 1,099 )

Net cash provided by operating activities

90,675 35,313

Cash Flows From Investing Activities

Purchases of property and equipment

( 23,647 ) ( 22,723 )

Acquisition (net of cash acquired)

Sale of securities

Net cash used in investing activities

( 34,388 ) ( 7,560 )

Cash Flows From Financing Activities

Purchase of redeemable noncontrolling interest

Proceeds from long-term debt

Repayments of long-term debt

( 78 ) ( 205,704 )

Payment of deferred financing costs

( 21 ) ( 7,455 )

Repurchase under stock-based compensation plans and related tax impacts

( 2,237 ) ( 801 )

Net cash (used in) provided by financing activities

( 19,056 ) 61,040

Net cash used in by financing activities

Effect of exchange rate changes on cash

Net increase in cash, cash equivalents and restricted cash

37,231 88,793

Cash, cash equivalents and restricted cash at beginning of period

187,344 116,024

Cash, cash equivalents and restricted cash at end of period

$ 224,575 $ 204,817

Supplemental disclosures of cash flow information:

Cash paid during the period:

$ 36,994 $ 30,369

Non-cash investing and financing activities:

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

Non-cash preferred stock deemed dividend

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

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NOTE 1 — BUSINESS AND BASIS OF PRESENTATION

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.

Lindblad Expeditions Holdings, Inc.

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

The Company operates the following two reportable business segments:

The Company currently operates the following two reportable business segments:

Lindblad Segment.

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.

The Lindblad segment currently operates a fleet of 12 owned expedition ships and seven seasonal charter vessels, and 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.

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”), 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.

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.

Land Experiences Segment.

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”).

The Land Experiences segment 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 Thomson Group, comprised of Wineland-Thomson Adventures, LLC and Thomson Safaris Ltd (together “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.

● Thomson Group offers socially responsible and positively impactful light-treading Tanzanian safaris, industry-leading Kilimanjaro treks, global custom and private tours, family travel experiences, and 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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All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements.

These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2023 contained in the Company’s Annual Report on Form 10 -K filed with the SEC on March 6, 2024 ( the “2023 Annual Report”).

There have been no significant changes to the Company’s accounting policies from those disclosed in the 2023 Annual Report.

These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2024 contained in the Company’s Annual Report on Form 10 -K filed with the SEC on February 28, 2025 ( the “2024 Annual Report”).

The presentation of credit card fee expenses in the consolidated statement of operations of the Company has been reclassified from within general and administrative expense to cost of tours for 2024 to conform with the 2025 presentation.

Except for the presentation of credit card fee expenses discussed above, there have been no significant changes to the Company’s accounting policies from those disclosed in the 2024 Annual Report.

Recently Adopted Accounting Pronouncements

During November 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 07 ― Segment Reporting (Topic 280 ) — Improvements to Reportable Segment Disclosures.

The amendments in this ASU are intended to improve and enhance disclosures about reportable segments’ significant segment expenses.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

The Company adopted this guidance January 1, 2024 for its annual reporting, as required, and for its interim reporting will adopt January 1, 2025, as required.

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

During December 2023, FASB issued ASU 2023 - 09 ― Income Taxes (Topic 740 )—Improvements to Income Tax Disclosures.

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ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024.

The Company will adopt this guidance January 1, 2025 for its annual reporting, as required.

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.

The amendments in this ASU add illustrative examples to help demonstrate how an entity should apply the scope guidance in paragraph ASU 718 - 10 - 15 - 3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation—Stock Compensation.

ASU 2024 - 01 is effective for fiscal years beginning after December 15, 2024.

The Company will adopt this guidance January 1, 2025, as required, and does not believe it will have a material impact the Company's financial statements.

The Company adopted this guidance on January 1, 2025 for its annual reporting, as required.

These amendments will increase the Company’s annual disclosures related to income taxes, including specific categories in tax rate reconciliations, additional information for certain reconciling items, tabular reconciliations of both amounts and percentages, as well as other information.

Recent Accounting Pronouncements

During November 2024, FASB issued ASU 2024 - 03 ― Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ) — Disaggregation of Income Statement Expenses.

The amendments in this ASU are intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

This ASU may be applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to any or all prior periods presented in the financial statements.

ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

The Company will adopt this ASU on January 1, 2027, as required, and is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

NOTE 2 — EARNINGS PER SHARE

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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 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 September 30,

For the nine months ended September 30,

For the three months ended March 31, 2025 and 2024, the Company incurred net losses available to stockholders, therefore basic and diluted net loss per share is the same in each respective period.

For the three months ended March 31, 2025, 0.8 million unvested restricted shares, 1.7 million shares issuable upon exercise of options and 8.6 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 March 31, 2024, 0.8 million unvested restricted shares, 2.2 million shares issuable upon exercise of options and 8.1 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.

Earnings (loss) per share was calculated as follows:

For the three months ended March 31,

(In thousands, except share and per share data)

2 unchanged sentences

Series A redeemable convertible preferred stock dividend

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

Undistributed income (loss) available to stockholders

Undistributed loss available to stockholders

$ ( 43 ) $ ( 5,115 )

2 unchanged sentences

54,623,008 53,372,171

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

54,623,008 53,372,171

Undistributed income (loss) per share available to stockholders:

Undistributed loss per share available to stockholders:

$ ( 0.00 ) $ ( 0.10 )

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Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and certain air transportation.

Guest deposits represent unearned revenues and are reported as unearned passenger revenues when received and are subsequently recognized as tour revenue over the duration of the expedition.

Guest deposits represent unearned revenues and are reported as unearned passenger revenue when received and are subsequently recognized as tour revenue over the duration of the expedition.

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 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 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:

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 prior 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 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 and includes an estimate of breakage based on historical behavior of the customer and/or time to expiration of the certificate.

As of March 31, 2025 and December 31, 2024, the Company has $ 354.9 million and $ 318.7 million, related to unearned passenger revenue, respectively.

The change in contract liabilities within unearned passenger revenues are as follows:

Contract Liabilities

3 unchanged sentences

Additional contract liabilities in period

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,

Balance as of March 31, 2025

The Company sources its guest bookings through a combination of direct selling and various agency networks and alliances.

The following table disaggregates each segments’ tour revenues by the sales channel it was derived from:

For the three months ended March 31,

Lindblad Segment

2024 2023 2024 2023

Guest ticket revenue:

1 unchanged sentence

33,795 30,533

8,445 4,074 21,494 27,332

Guest ticket revenue

4 unchanged sentences

$ 131,108 $ 118,303

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

For the three months ended March 31,

Land Experiences Segment

2024 2023 2024 2023

(unaudited) (unaudited)

Guest ticket revenue:

$ 41,672 $ 30,173

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

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

Guest ticket revenue

1 unchanged sentence

Other tour revenue

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

Tour revenues

$ 48,613 $ 35,311

(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 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.

(a) Direct bookings in the table above are inclusive of affinity group sales.

During the three months ended March 31, 2024, affinity sales were $ 6.4 million and $ 0.4 million for Lindblad segment and Land Experiences segment, respectively.

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 September 30,

As of March 31,

(In thousands)

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Restricted cash consists of the following:

As of September 30, 2024

As of March 31, 2025

As of December 31, 2024

3 unchanged sentences

Federal Maritime Commission and other escrow

Certificates of deposit and other restricted securities

32,104 18,101

Certificates of deposit and other restricted deposits

Total restricted cash

1 unchanged sentence

Prepaid expenses and other current assets are as follows:

As of September 30, 2024

As of March 31, 2025

As of December 31, 2024

5 unchanged sentences

$ 60,608 $ 62,290

Accounts payable and accrued expenses are as follows:

As of September 30, 2024

As of December 31, 2023

(In thousands)

Accrued other expense

$ 53,427 $ 48,901

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 September 30, 2024

As of March 31, 2025

As of December 31, 2024

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$ 635,000 $ ( 8,651 ) $ 626,349 $ 635,000 $ ( 9,575 ) $ 625,425

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.

For the three months ended March 31, 2025 and 2024, $ 0.9 million and $ 0.9 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 obligations under the Revolving Credit Facility are guaranteed by the Company and the Guarantors and are secured by first -priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors.

Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or a base rate plus a spread.

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

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

As of March 31, 2025, 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 9.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

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.

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

The Company’s DuVine subsidiary has a EUR 0.1 million State Assistance Loan related to the financial consequences of the COVID- 19 pandemic, for the purpose of employment preservation.

This loan matures August 2025, with monthly payments, and bears an interest rate of 0.53 % annually.

The Company’s 6.75% Notes, Revolving Credit Facility and 9.00% Notes contain covenants that include, among others, limits on additional indebtedness and making 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 March 31, 2025.

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 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.

The Company estimates the approximate fair value of its long-term debt as of March 31, 2025 to be $ 639.5 million based on the terms of the agreements and comparable market data as of March 31, 2025.

As of March 31, 2025 and December 31, 2024, other than derivative instruments and investments in securities, 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 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 September 30, 2024.

The remaining balance for the Repurchase Plan was $ 12.0 million as of March 31, 2025.

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 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.

During 2025, 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.

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 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.

The Preferred Stock deferred issuance costs were $ 2.1 million as of March 31, 2025, recorded as reduction to preferred stock.

The Company recorded accrued dividends for Preferred Stock of $ 1.2 million for the three months ended March 31, 2025 and $ 1.1 million for the three months ended March 31, 2024.

As of March 31, 2025, the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted at the option of the holders into 8.6 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 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.

As of March 31, 2025, 1.0 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of $ 3.7 million and $ 2.1 million for the three months ended March 31, 2025 and 2024, respectively.

Long-Term Incentive Compensation

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 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 .

During the three months ended March 31, 2025, the Company awarded 444,212 restricted stock units (“RSUs”) with a weighted average grant price of $ 10.35 .

The RSUs will generally 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 three months ended March 31, 2025, the Company awarded 229,023 performance-based restricted share units (“PSUs”) with a weighted average grant price of $ 10.57 .

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 nine months ended September 30, 2024 is below.

Stock Option Grants

Number of options awarded 1,944,319

Exercise price

$ 7.40 - 8.44

Dividend yield

Expected Volatility

64.6 - 77.8 %

Risk-free interest rate

3.63 - 4.48 %

Expected term (in years)

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.

The Company does not deliver the shares associated with the PSUs to the recipient until the performance and vesting conditions are met.

As of March 31, 2025 and December 31, 2024, options to purchase an aggregate of 2.3 million and 2.4 million shares of the Company’s common stock, respectively, with weighted average exercise price of $ 8.77 for both periods, were outstanding.

As of March 31, 2025, 1,669,548 options were exercisable.

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

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The options vested on the grant date and have a term of ten years.

In 2023, the Company determined it was probable the performance condition would be met related to this award and recorded all expense related to it.

The performance condition related to the remaining equity incentive opportunity through December 31, 2025 was also deemed probable in 2023 and is being expensed over Mr.

During 2023, the Company determined it was probable the performance condition would be met related to this award and had recorded all expense related to the December 31, 2023 award performance date.

The expense related to the remaining equity incentive opportunity through December 31, 2025 was also deemed probable in 2023 and is being expensed over Mr.

Bressler’s service period.

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.

For the three months ended March 31, 2025, stock-based compensation expense related to this award was $ 2.0 million.

NOTE 9 — INCOME TAXES

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.

As of March 31, 2025 and December 31, 2024, the Company had no unrecognized tax benefits recorded.

The Company's effective tax rate for the three months ended March 31, 2025 was a benefit of 312.8 % versus an expense of 6.2 % for the three months ended March 31, 2024.

In both periods, the effective tax rate differs from the statutory rate because of the mix of jurisdictions generating income and the valuation allowance against certain loss and interest carryforwards in the United States.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

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The put options enable the minority holders, but do not obligate them, to sell the remaining interests to the Company.

The Company has call options which enable it, but do not obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options.

The Company has call options which enable it, but does not obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options.

Since the redemption of the noncontrolling interests are not solely in the Company’s control, the Company is required to record the redeemable noncontrolling interest outside of stockholders’ equity but after its total liabilities.

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Adjustments in excess of the redemption value of the noncontrolling interest are treated as a decrease to net income available to common stockholders.

During April 2024, Mr.

Bressler exercised a portion of the put option on Natural Habitat, allowing the Company to acquire an additional 9.95 % of Natural Habitat for $ 15.2 million, increasing its ownership to 90.1 %.

Additionally, during April 2024, the Company exercised a portion of its call option on DuVine, acquiring an additional 5 % of the business and increasing its total ownership of DuVine to 75 %, for $ 1.5 million.

The redemption value of the put options were determined using a discounted cash flow model.

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

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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$ 29,424 $ 37,784

Net income attributable to noncontrolling interest

Net loss attributable to noncontrolling interest

( 150 ) ( 231 )

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( 310 ) ( 396 )

Redemption of put and/or call options

- - ( 14,797 ) -

Ending balance

$ 31,756 $ 36,297

Brand License Agreement – National Geographic

The Company is party to a brand license agreement with National Geographic, effective January 1, 2024, which includes a co-selling and co-marketing arrangement through which National Geographic promotes the Company’s offerings in its marketing campaigns across web-based, email, print and other marketing platforms and distributes the Company’s expeditions through the Disney Signature Experiences platform and also allows the Company to use the National Geographic name and logo.

In return for these rights, the Company is charged a royalty fee, which is included within selling and marketing expense.

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.

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.

Charter Commitments

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

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

Future minimum payments on its charter agreements as of March 31, 2025 are as follows:

For the years ended December 31,

(In thousands)

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 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 )

2025 (nine months)

NOTE 11 — SEGMENT INFORMATION

The Company is primarily a specialty cruise and experiential travel operator with operations in two reportable segments, Lindblad and Land Experiences.

The Company evaluates the performance of the business based largely on the results of its operating segments.

The chief operating decision maker and management review operating results monthly and base operating decisions on the total results at a consolidated level, as well as at a segment level.

The Company is primarily an experiential travel operator with operations in two reportable segments, Lindblad, which provides ship-based expeditions, and Land Experiences, which provides active, land-based trips, tours, treks and safari adventures.

In identifying its reportable segments, the Company organized them around the nature of services provided and other relevant factors.

While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation.

The Company’s chief operating decision maker, or CODM, is Natalya Leahy, the Chief Executive Officer.

The CODM assesses performance and allocates resources based upon the separate financial information from the Company’s operating segments.

The CODM and management review operating results monthly, and evaluate the performance of the business segments and base operating decisions on the total results at a consolidated level, as well as at a segment level, based largely on tour revenues and operating income without allocating other income and expenses, net, income taxes and interest expense, net.

The reports provided to the Board of Directors are at a consolidated level and contain information regarding the separate results of both segments.

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

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

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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Land Experiences

Operating income

$ 10,614 $ 7,850

For the three months ended March 31, 2025 and 2024, there was $ 3.3 million and $ 2.8 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation.

The following table presents the Lindblad segment expenses:

For the three months ended March 31,

(In thousands)

Tour revenues

$ 131,108 $ 118,303

Cost of tours

64,823 62,379

General and administrative

21,131 18,769

Selling and marketing

22,707 18,890

Depreciation and amortization

14,060 10,482

Operating income

$ 8,387 $ 7,783

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.

The following table presents the Land Experiences segment expenses:

For the three months ended March 31,

(In thousands)

Tour revenues

$ 48,613 $ 35,311

Cost of tours

28,025 22,074

General and administrative

Selling and marketing

Depreciation and amortization

Operating income

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

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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Land Experiences:

972 856 2,695 2,505

Total depreciation and amortization

$ 15,295 $ 11,317

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

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

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

As of March 31, 2025

As of December 31, 2024

(In thousands)

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Land Experiences

13,820 14,418

Total intangibles, net

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$ 59,198 $ 59,031

NOTE 13 — SUBSEQUENT EVENTS

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.

NOTE 12 — ACQUISITIONS

On January 9, 2025, the Company completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operates two vessels in the Galápagos Islands, expanding the Company’s vessels and guest capacity in one of its core markets, for which the Company paid $ 16.0 million in cash.

The acquisition was accounted for as a business combination and the results of its operations are included in the consolidated results from the acquisition date.

Acquisition related costs were $ 0.2 million and are included in general and administrative expenses for the quarter ended March 31, 2025.

On July 31, 2024, the Company, through its land-based subsidiary Natural Habitat, acquired the Thomson Group.

The aggregate purchase price for the Thomson Group 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 as a business combination and the results of its operations are included in the consolidated results from the acquisition date.

Acquisition related costs were $ 2.7 million and are included in general and administrative expenses for the year ended December 31, 2024.

The Company recorded $ 8.6 million in intangible assets related to tradenames and customer relationships and $ 17.0 million in goodwill related to the acquisition.

Measurement period adjustments were insignificant, and our purchase price allocations are finalized.

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

The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented.

This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q ( “ Form 10-Q ” ), as well as the audited consolidated financial statements and related notes included in the Company ’ s Annual Report on Form 10-K filed with the Securities and Exchange Commission ( “ SEC ” ) on March 6, 2024 (the “ 2023 Annual Report ” ).

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

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Potential risks and uncertainties include, but are not limited to:

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 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;

events and conditions around the world, including war and other military actions, such as the civil unrest in Ecuador, the Israel-Hamas war, the current conflict between Russia and Ukraine, inflation, higher fuel prices, higher interest rates and other general concerns about the state of the economy or other events impacting the ability or desire of people to travel;

adverse general economic factors, including the impact of geopolitical, macroeconomic conditions, tariffs, changes in trade policies or capital markets volatility, that decrease the level of disposable income of consumers or consumer confidence and negatively impact the ability or desire of people to travel;

suspended operations, cancelling or rescheduling of voyages, the denial and/or unavailability of ports of call and other potential disruptions to our business and operations related to health pandemics, political or civil unrest, war, terrorism, or other similar events;

increases in fuel prices, changes in fuels consumed and availability of fuel supply in the geographies in which we operate or in general;

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unscheduled disruptions in our business due to civil unrest, travel restrictions, weather events, mechanical failures, pandemics or other events;

changes adversely affecting the business in which we are engaged;

management of our growth and our ability to execute on our planned growth, including our ability to successfully close merger and acquisition transactions and integrate acquisitions;

our business strategy and plans;

management of our growth and our ability to execute on our planned growth, including our ability to successfully integrate acquisitions;

our ability to maintain our relationships with National Geographic and/or World Wildlife Fund;

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the result of future financing efforts;

our common stock ranks junior to our Series A Convertible Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs;

those risks discussed in Item 1A.

Risk Factors in our 2023 Annual Report.

those risks discussed in our 2024 Annual Report.

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q.

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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.

We currently operate a fleet of 12 owned expedition ships and operate seven seasonal charter vessels under the Lindblad Expeditions, LLC.

(“Lindblad”) brand.

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 under the National Geographic-Lindblad Expeditions brand, and our owned vessels carry the National Geographic name.

This relationship, which was recently expanded and extended through 2040, includes a co-selling, co-marketing and global branding arrangement whereby our owned vessels carry the National Geographic name, and National Geographic sells our expeditions through its internal travel division.

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.

Guests are able to interact with these experts through lectures, excursions, dining and other experiences throughout their voyage.

We operate land-based nature adventure travel expeditions around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet’s wild destinations and the animals and people who live there.

Guests have the ability to interact with these experts through lectures, excursions, dining and other experiences throughout their voyage.

We operate land-based nature adventure travel expeditions around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet’s remarkable destinations and the animals and people who live there.

Natural Habitat, Inc.

(“Natural Habitat”) provides eco-conscious expeditions and nature-focused, small-group experiences that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris.

Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife.

Natural Habitat has partnered with World Wildlife Fund (“WWF”) for more than 20 years to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife.

Off the Beaten Path, LLC (“Off the Beaten Path”) provides small group travel, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture.

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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.

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.

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, Classic Journeys and Wineland-Thomson Adventures brands.

2024 Highlights

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.

Bressler, President of Natural Habitat, exercised a portion of his put option, and we exercised a portion of our call option on DuVine, increasing our ownership to 75% for $1.5 million.

During June 2024, we announced 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 will expand our vessels and guest capacity in one of our core markets.

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.

Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson Family Adventures”), Thomson Safaris Ltd (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under 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.

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, Off the Beaten Path, DuVine, Classic Journeys brands and the Thomson Group.

First Quarter Highlights

On January 9, 2025, we completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operates two vessels in the Galápagos Islands, for $16.0 million in cash.

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

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 and hotel lodgings;

Guest ticket revenues recognized from the sale of guest tickets;

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

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

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

Selling and marketing

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General and administrative

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

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

Operational and Financial Metrics

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Adjusted EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, other income (expense), income tax (expense) benefit, (gain) loss on foreign currency, (gain) loss on transfer of assets, reorganization costs, and other supplemental adjustments.

Other supplemental adjustments include certain non-operating items such as stock-based compensation, executive severance costs, the debt refinancing costs, acquisition-related expenses and other non-recurring charges.

Other supplemental adjustments include certain non-operating items such as stock-based compensation, executive severance costs, debt refinancing costs, acquisition-related expenses and other non-recurring charges.

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.

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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.

Our use of Adjusted EBITDA may not be comparable to other companies within the industry.

Our computation and use of Adjusted EBITDA may not be comparable to other companies within the industry.

The following metrics apply to our Lindblad segment:

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

Available Guest Nights is a measurement of capacity and represents double occupancy per cabin (except single occupancy for a single capacity cabin) multiplied by the number of cruise days for the period.

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

The following metrics apply to our Land Experiences segment:

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

Departures represent the number of trips, tours, treks and safaris completed during the period.

Foreign Currency Translation

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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.

The seasonality of our operating results fluctuates due to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during nonpeak demand periods, generally in the second and fourth quarters.

Our drydock schedules are subject to cost and timing differences from year-to-year due to the availability of shipyards for certain work, drydock locations based on ship itineraries, operating conditions experienced especially in the polar regions and the applicable regulations of class societies in the maritime industry, which require more extensive reviews periodically.

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

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.

Our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys brands and Thomson Group 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, the majority of Off the Beaten Path and DuVine's revenues are recorded during the second and third quarters from their spring and summer season departures, and the majority of Thomson Group’s revenues being recorded during the third quarter from the height of their safari season tours, while Classic Journeys’ revenue is somewhat less seasonal with the majority of revenues recorded during their second, third and fourth quarters.

Results of Operations — Consolidated

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,

Our consolidated results for the three months ended March 31, 2025 and 2024 are set forth below.

For the three months ended March 31,

(In thousands)

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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

Undistributed loss per share available to stockholders:

Comparison of the Three Months Ended March 31, 2025 and 2024 — Consolidated

Tour Revenues

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%.

Tour revenues for the three months ended March 31, 2025 increased $26.1 million, or 17%, to $179.7 million, compared to $153.6 million for the three months ended March 31, 2024.

Of the $26.1 million increase, we realized a $6.7 million increase due to a 3% increase in guest nights sold and a 7% increase in guests traveled for the continuing operations, a $13.2 million increase due to the change in mix of itineraries and trips and pricing, and the inclusion of the operations of Thomson Group for the quarter, which was acquired in July 2024.

The Lindblad segment tour revenues increased by $12.8 million, or 11%, and the Land Experiences segment increased $13.3 million, or 38%, as Company revenues grew primarily due to increased guest nights sold, an increase of guests traveling for the continuing operations, operating additional trips and higher pricing and the inclusion of the results of Thomson Group.

Cost of Tours

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%.

Total cost of tours for the three months ended March 31, 2025 increased $8.4 million, or 10%, to $92.8 million, compared to $84.5 million for the three months ended March 31, 2024, primarily due to operating additional voyages and trips and higher costs.

The Lindblad segment cost of tours increased by $2.4 million, or 4%, and the Land Experiences segment increased $6.0 million, or 27%, including the operations of Thomson Group.

General and Administrative

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%.

General and administrative expenses for the three months ended March 31, 2025 increased $5.5 million, or 20%, to $32.7 million, compared to $27.2 million for the three months ended March 31, 2024.

The increase was primarily related to higher personnel costs and stock-based compensation expense.

At the Lindblad segment, general and administrative expenses increased $2.4 million, or 13%, from the prior year period, and at the Land Experiences segment, general and administrative expenses increased $3.1 million, or 37%, including the operations of Thomson Group.

Selling and Marketing

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%.

Selling and marketing expenses for the three months ended March 31, 2025 increased $5.5 million, or 24%, to $28.2 million, compared to $22.8 million for the three months ended March 31, 2024, primarily due to higher commissions associated with increased revenues and increased marketing spend to support future growth.

At the Lindblad segment, selling and marketing expenses increased $3.8 million, or 20%, and at the Land Experiences segment, selling and marketing expenses increased $1.7 million, or 45%, including the operations of Thomson Group.

Depreciation and Amortization

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.

Depreciation and amortization expenses for the three months ended March 31, 2025 increased $4.0 million, or 35%, to $15.3 million, compared to $11.3 million for the three months ended March 31, 2024.

The increase was primarily related to depreciation of assets placed into service to support our vessel fleet and amortization of intangible assets related to the Thomson Group acquisition.

Other Income (Expense)

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.

Other expense for the three months ended March 31, 2025, decreased $0.7 million to $11.1 million from $11.8 million for the three months ended March 31, 2024.

Results of Operations — Segments

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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 September 30,

For the nine months ended September 30,

Percentages that are not meaningful to the change are noted as NM in the table.

For the three months ended March 31,

(In thousands)

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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 September 30,

For the nine months ended September 30,

For the three months ended March 31,

Available Guest Nights

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Calculation of Gross and Net Yield per Available Guest Night

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

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

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

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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Calculation of Gross and Net Cruise Cost

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

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

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Transaction-related costs

Reorganization costs

Adjusted Net Cruise Cost Excluding Fuel

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Adjusted Net Cruise Cost per Available Guest Night

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

Comparison of the Three Months Ended March 31, 2025 and 2024 at the Lindblad Segment

Tour Revenues

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.

Tour revenues for the three months ended March 31, 2025 increased $12.8 million, or 11%, to $131.1 million, compared to $118.3 million for the three months ended March 31, 2024.

Of the $12.8 million increase, $3.9 million is related to a 3% increase in guest nights sold and $8.9 million is related to a 7% increase in revenue per guest nights sold as compared to the prior year period.

Net yield per available guest night increased 25% to $1,521 from $1,219 in 2024, reflecting the higher pricing and a 13-basis point increase in occupancy compared with the same period in 2024.

Operating Income

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

Operating income was $8.4 million for the three months ended March 31, 2025, an increase of $0.6 million compared to $7.8 million for the three months ended March 31, 2024, as the increase in tour revenues was partially offset by higher operating expenses.

Operating expenses included higher cost of tours, higher sales and marketing costs, primarily due to increased royalties associated with the National Geographic agreement increased marketing spend to support future growth, and higher general and administrative costs, primarily due to increased personnel costs and higher stock-based compensation expense.

Comparison of Three Months Ended March 31, 2025 and 2024 at the Land Experiences Segment

The following table shows number of guests and the number of tour departures in the Land Experiences Segment:

For the three months ended March 31,

Tour Revenues

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.

Tour revenues for the three months ended March 31, 2025 increased $13.3 million, or 38%, to $48.6 million compared to $35.3 million for the three months ended March 31, 2024, including the results of Thomson Group, acquired in July 2024.

Of the $13.3 million increase, $2.8 million is related to a 7% increase in the number of guests traveled for the continuing operations, $4.3 million is related to a 12% increase in revenue per guest as compared to the prior year period due to a change in itineraries, destinations and pricing, and the inclusion of the results of Thomson Group.

Operating Income

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

The following table outlines the reconciliation of net income (loss) to consolidated Adjusted EBITDA.

Operating income for the three months ended March 31, 2025 was $2.2 million compared to $0.1 million for the three months ended March 31, 2024, as the increase in tour revenue was partially offset by higher operating and personnel costs related to operating additional departures, higher marketing spend to drive future growth and the inclusion of the results of Thomson Group.

Adjusted EBITDA

The following table outlines the reconciliation of net income (loss) to Adjusted EBITDA on a consolidated basis and for each reportable segment.

Reconciliation of Net (Loss) Income to Adjusted EBITDA — Consolidated

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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Depreciation and amortization

(Gain) loss on foreign currency

Other (income) expense

Loss (gain) loss on foreign currency

Stock-based compensation

Transaction-related costs

Reorganization costs

Other (income) expense

Adjusted EBITDA

The following tables outline the reconciliation for each reportable segment from operating income to Adjusted EBITDA.

Reconciliation of Operating Income to Adjusted EBITDA Lindblad Segment

Reconciliation of Operating Income to Adjusted EBITDA — Segments

Lindblad Segment

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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Transaction-related costs

Reorganization costs

Adjusted EBITDA

Land Experiences Segment

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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Depreciation and amortization

Stock-based compensation

Transaction-related costs

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Liquidity and Capital Resources

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.

As of March 31, 2025, the Company had $188.9 million in unrestricted cash and cash equivalents and $46.4 million in restricted cash primarily related to deposits on future travel originating from U.S.

ports and credit card reserves.

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 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 $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 .

As of March 31, 2025, 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 as well as availability under our Revolving Credit Facility 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 Three Months Ended March 31, 2025 and 2024

Net cash provided by operating activities was $48.4 million for the three months ended March 31, 2025 compared to $43.9 million for the same period in 2023.

The $4.5 million increase is primarily due to improved operating results.

Net cash used in investing activities was $29.0 million for the three months ended March 31, 2025 compared to $6.5 million in cash used in investing activities during the same period in 2023.

2025 primarily included the acquisition of Torcatt Enterprises Limitada and capital expenditures on our vessels, while 2024 primarily included capital expenditures on our vessels and our digital transformation initiatives.

Net cash used in financing activities was $0.3 million for the three months ended March 31, 2025 compared to $0.6 million for the same period in 2024.

2025 and 2024 primarily included income tax withholdings for stock-based compensation .

Funding Sources

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

As of March 31, 2025, 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.

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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.

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

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 March 31, 2025, we were in compliance with the covenants currently in effect.

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 our option.

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.

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.

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

As of March 31, 2025, the outstanding Preferred Stock and accumulated dividends could be converted, at the option of the holders, into approximately 8.6 million shares of our common stock.

Funding Needs

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

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.

As of March 31, 2025, we had a working capital deficit of $124.7 million, and as of December 31, 2024, we had a working capital deficit of $114.0 million.

Critical Accounting Policies

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For a detailed discussion of our Critical Accounting Policies, please see our 2024 Annual Report, where we have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application.

There have been no significant changes to our accounting policies from those disclosed in the 2023 Annual Report.

Except for the presentation of credit card fee expenses discussed in Note 1 to the financial statements, there have been no significant changes to our accounting policies from those disclosed in the 2024 Annual Report.

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