LIND filing — read by section

lindb20250630_10q.htm 
 
 UNITED STATES 

 SECURITIES AND EXCHANGE COMMISSION 

 Washington, D.C. 20549 

 FORM 10-Q 

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

 For the quarterly period ended June 30, 2025 

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

 For the transition period from to 

 Commission file number 001-35898 

 LINDBLAD EXPEDITIONS HOLDINGS, INC. 

 (Exact name of registrant as specified in its charter)

 Delaware 
 27-4749725 
 
 (State or other jurisdiction of
 incorporation or organization)
 (I.R.S. Employer
 Identification No.)
 
 96 Morton Street, 9th Floor , New York , New York , 10014 

 (Address of principal executive offices) (Zip Code)

 ( 212 ) 261-9000 

 (Registrant’s telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol(s)
 Name of each exchange on which registered
 
 Common Stock, par value $0.0001 per share 
 LIND 
 The NASDAQ Stock Market LLC
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

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

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

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

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

 As of July 28, 2025, 54,789,150 shares of common stock, par value $0.0001 per share, were outstanding.

 LINDBLAD EXPEDITIONS HOLDINGS, INC. 

 Quarterly Report On Form 10-Q 

 For The Quarter Ended June 30, 2025 

 Table of Contents 

 Page(s) 
 
 PART I. FINANCIAL INFORMATION 
 
 ITEM 1. 
 
 Financial Statements (Unaudited) 
 
 Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 
 
 1 
 
 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30 , 2025 and 2024 (Unaudited) 
 
 2 
 
 Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Six Months Ended June 30 , 2025 and 2024 (Unaudited) 
 
 3 
 
 Condensed Consolidated Statements of Stockholders ’ Deficit for the Three and Six Months Ended June 30 , 2025 and 2024 (Unaudited) 
 
 4 
 
 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2025 and 2024 (Unaudited) 
 
 6 
 
 Notes to the Condensed Consolidated Financial Statements (Unaudited) 
 
 7 
 
 ITEM 2. 
 
 Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 
 
 18 
 
 ITEM 3. 
 
 Quantitative and Qualitative Disclosures about Market Risk 
 
 29 
 
 ITEM 4. 
 
 Controls and Procedures 
 
 29 
 
 PART II. OTHER INFORMATION 
 
 ITEM 1. 
 
 Legal Proceedings 
 
 30 
 
 ITEM 1A. 
 
 Risk Factors 
 
 30 
 
 ITEM 2. 
 
 Unregistered Sale of Equity Securities and Use of Proceeds 
 
 30 
 
 ITEM 3. 
 
 Defaults Upon Senior Securities 
 
 31 
 
 ITEM 4. 
 
 Mine Safety Disclosures 
 
 31 
 
 ITEM 5. 
 
 Other Information 
 
 31 
 
 ITEM 6. 
 
 Exhibits 
 
 32 
 
 SIGNATURES 
 
 33 
 
 PART 1. 
 
 FINANCIAL INFORMATION 
 
 ITEM 1. 
 
 FINANCIAL STATEMENTS 
 
 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES 

 Condensed Consolidated Balance Sheets 

 (In thousands, except share and per share data)

 As of June 30, 2025 
 As of December 31, 2024 
 
 (unaudited)
 
 ASSETS 
 
 Current Assets:
 
 Cash and cash equivalents
 $ 200,929 $ 183,941 

 Restricted cash
 46,398 32,202 

 Prepaid expenses and other current assets
 75,191 62,290 

 Total current assets
 322,518 278,433 

 Property and equipment, net
 533,138 518,390 

 Goodwill
 59,198 59,031 

 Intangibles, net
 14,684 15,923 

 Other long-term assets
 6,985 5,128 

 Total assets
 $ 936,523 $ 876,905 

 LIABILITIES 
 
 Current Liabilities:
 
 Unearned passenger revenues
 $ 381,692 $ 318,666 

 Accrued expenses
 57,422 58,054 

 Accounts payable
 9,831 13,860 

 Lease liabilities - current
 1,124 1,845 

 Long-term debt - current
 8 29 

 Total current liabilities
 450,077 392,454 

 Long-term debt, less current portion
 627,273 625,425 

 Deferred tax liabilities
 2,394 3,537 

 Other long-term liabilities
 822 1,024 

 Total liabilities
 1,080,566 1,022,440 

 Commitments and contingencies
 - - 

 Series A redeemable convertible preferred stock, 165,000 shares authorized; 62,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
 80,580 78,155 

 Redeemable noncontrolling interests
 39,186 29,424 

 119,766 107,579 

 STOCKHOLDERS’ DEFICIT 
 
 Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized; 62,000 Series A shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
 - - 

 Common stock, $ 0.0001 par value, 200,000,000 shares authorized; 54,733,299 and 54,507,977 issued, 54,601,476 and 54,376,154 outstanding as of June 30, 2025 and December 31, 2024, respectively
 6 6 

 Additional paid-in capital
 118,007 109,473 

 Accumulated deficit
 ( 381,822 ) ( 362,881 ) 

 Accumulated other comprehensive income
 - 288 

 Total stockholder’s deficit
 ( 263,809 ) ( 253,114 ) 

 Total liabilities, mezzanine equity and stockholders’ deficit
 $ 936,523 $ 876,905 

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

 1
 
 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES 

 Condensed Consolidated Statements of Operations 

 (In thousands, except share and per share data)

 (unaudited)

 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Tour revenues
 
 $ 
 167,945 
 
 $ 
 136,499 
 
 $ 
 347,666 
 
 $ 
 290,113 
 
 Operating expenses:
 
 Cost of tours
 
 91,391 
 
 82,953 
 
 184,239 
 
 167,405 
 
 General and administrative
 
 31,083 
 
 29,836 
 
 63,805 
 
 57,073 
 
 Selling and marketing
 
 26,390 
 
 18,281 
 
 54,632 
 
 41,038 
 
 Depreciation and amortization
 
 14,674 
 
 13,637 
 
 29,969 
 
 24,954 
 
 Total operating expenses
 
 163,538 
 
 144,707 
 
 332,645 
 
 290,470 
 
 Operating income (loss)
 
 4,407 
 
 ( 8,208 
 ) 
 
 15,021 
 
 ( 357 
 ) 
 
 Other (expense) income:
 
 Interest expense, net
 
 ( 11,617 
 ) 
 
 ( 11,321 
 ) 
 
 ( 23,247 
 ) 
 
 ( 22,906 
 ) 
 
 Gain (loss) on foreign currency
 
 759 
 
 ( 12 
 ) 
 
 1,300 
 
 ( 251 
 ) 
 
 Other (expense) income
 
 30 
 
 - 
 
 29 
 
 8 
 
 Total other expense
 
 ( 10,828 
 ) 
 
 ( 11,333 
 ) 
 
 ( 21,918 
 ) 
 
 ( 23,149 
 ) 
 
 Loss before income taxes
 
 ( 6,421 
 ) 
 
 ( 19,541 
 ) 
 
 ( 6,897 
 ) 
 
 ( 23,506 
 ) 
 
 Income tax expense (benefit)
 
 547 
 
 4,453 
 
 ( 939 
 ) 
 
 4,697 
 
 Net loss
 
 ( 6,968 
 ) 
 
 ( 23,994 
 ) 
 
 ( 5,958 
 ) 
 
 ( 28,203 
 ) 
 
 Net income attributable to noncontrolling interest
 
 1,550 
 
 673 
 
 1,400 
 
 442 
 
 Net loss attributable to Lindblad Expeditions Holdings, Inc.
 
 ( 8,518 
 ) 
 
 ( 24,667 
 ) 
 
 ( 7,358 
 ) 
 
 ( 28,645 
 ) 
 
 Series A redeemable convertible preferred stock dividend
 
 1,223 
 
 1,150 
 
 2,426 
 
 2,287 
 
 Net loss available to stockholders
 
 $ 
 ( 9,741 
 ) 
 
 $ 
 ( 25,817 
 ) 
 
 $ 
 ( 9,784 
 ) 
 
 $ 
 ( 30,932 
 ) 
 
 Weighted average shares outstanding
 
 Basic
 
 54,590,783 
 
 53,500,084 
 
 54,511,173 
 
 53,436,128 
 
 Diluted
 
 54,590,783 
 
 53,500,084 
 
 54,511,173 
 
 53,436,128 
 
 Undistributed loss per share available to stockholders:
 
 Basic
 
 $ 
 ( 0.18 
 ) 
 
 $ 
 ( 0.48 
 ) 
 
 $ 
 ( 0.18 
 ) 
 
 $ 
 ( 0.58 
 ) 
 
 Diluted
 
 $ 
 ( 0.18 
 ) 
 
 $ 
 ( 0.48 
 ) 
 
 $ 
 ( 0.18 
 ) 
 
 $ 
 ( 0.58 
 ) 
 
 The accompanying notes are an integral part of these condensed consolidated financial statements.

 2
 
 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES 

 Condensed Consolidated Statements of Comprehensive Income (Loss) 

 (In thousands)

 (unaudited)

 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Net loss
 
 $ 
 ( 6,968 
 ) 
 
 $ 
 ( 23,994 
 ) 
 
 $ 
 ( 5,958 
 ) 
 
 $ 
 ( 28,203 
 ) 
 
 Other comprehensive income:
 
 Change in foreign currency translation adjustments
 
 ( 294 
 ) 
 
 - 
 
 ( 288 
 ) 
 
 - 
 
 Total other comprehensive loss
 
 ( 294 
 ) 
 
 - 
 
 ( 288 
 ) 
 
 - 
 
 Total comprehensive loss
 
 ( 7,262 
 ) 
 
 ( 23,994 
 ) 
 
 ( 6,246 
 ) 
 
 ( 28,203 
 ) 
 
 Less: comprehensive income attributive to non-controlling interest
 
 1,550 
 
 673 
 
 1,400 
 
 442 
 
 Comprehensive loss attributable to Lindblad Expeditions Holdings, Inc.
 
 $ 
 ( 8,812 
 ) 
 
 $ 
 ( 24,667 
 ) 
 
 $ 
 ( 7,646 
 ) 
 
 $ 
 ( 28,645 
 ) 
 
 The accompanying notes are an integral part of these condensed consolidated financial statements.

 3
 
 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES 

 Condensed Consolidated Statements of Stockholders ’ Deficit 

 (In thousands, except share data)

 (unaudited)

 Common Stock 
 
 Additional Paid-In 
 
 Accumulated 
 
 Accumulated Other Comprehensive 
 
 Total Stockholders̛ 
 
 Shares 
 
 Amount 
 
 Capital 
 
 Deficit 
 
 Income 
 
 Deficit 
 
 Balance as of March 31, 2025 
 
 54,699,422 
 
 $ 
 6 
 
 $ 
 113,193 
 
 $ 
 ( 365,716 
 ) 
 
 $ 
 294 
 
 $ 
 ( 252,223 
 ) 
 
 Stock-based compensation
 
 - 
 
 - 
 
 5,392 
 
 - 
 
 - 
 
 5,392 
 
 Net activity related to equity compensation plans
 
 33,877 
 
 - 
 
 ( 578 
 ) 
 
 - 
 
 - 
 
 ( 578 
 ) 
 
 Other comprehensive income, net
 
 - 
 
 - 
 
 ( 294 
 ) 
 
 ( 294 
 ) 
 
 Redeemable noncontrolling interest
 
 - 
 
 - 
 
 - 
 
 ( 6,365 
 ) 
 
 - 
 
 ( 6,365 
 ) 
 
 Series A preferred stock dividend
 
 - 
 
 - 
 
 - 
 
 ( 1,223 
 ) 
 
 - 
 
 ( 1,223 
 ) 
 
 Net loss attributable to Lindblad Expeditions Holdings, Inc.
 
 - 
 
 - 
 
 - 
 
 ( 8,518 
 ) 
 
 - 
 
 ( 8,518 
 ) 
 
 Balance as of June 30, 2025 
 
 54,733,299 
 
 $ 
 6 
 
 $ 
 118,007 
 
 $ 
 ( 381,822 
 ) 
 
 $ 
 - 
 
 $ 
 ( 263,809 
 ) 
 
 Common Stock 
 
 Additional Paid-In 
 
 Accumulated 
 
 Accumulated Other Comprehensive 
 
 Total Stockholders' 
 
 Shares 
 
 Amount 
 
 Capital 
 
 Deficit 
 
 Loss 
 
 Deficit 
 
 Balance as of December 31, 2024 
 
 54,507,977 
 
 $ 
 6 
 
 $ 
 109,473 
 
 $ 
 ( 362,881 
 ) 
 
 $ 
 288 
 
 $ 
 ( 253,114 
 ) 
 
 Stock-based compensation
 
 - 
 
 - 
 
 9,119 
 
 - 
 
 - 
 
 9,119 
 
 Net activity related to equity compensation plans
 
 225,322 
 
 - 
 
 ( 585 
 ) 
 
 - 
 
 - 
 
 ( 585 
 ) 
 
 Other comprehensive loss, net
 
 - 
 
 - 
 
 - 
 
 - 
 
 ( 288 
 ) 
 
 ( 288 
 ) 
 
 Redeemable noncontrolling interest
 
 - 
 
 - 
 
 - 
 
 ( 9,157 
 ) 
 
 - 
 
 ( 9,157 
 ) 
 
 Series A preferred stock dividend
 
 - 
 
 - 
 
 - 
 
 ( 2,426 
 ) 
 
 - 
 
 ( 2,426 
 ) 
 
 Net loss attributable to Lindblad Expeditions Holdings, Inc.
 
 - 
 
 - 
 
 - 
 
 ( 7,358 
 ) 
 
 - 
 
 ( 7,358 
 ) 
 
 Balance as of June 30, 2025 
 
 54,733,299 
 
 $ 
 6 
 
 $ 
 118,007 
 
 $ 
 ( 381,822 
 ) 
 
 $ 
 - 
 
 $ 
 ( 263,809 
 ) 
 
 The accompanying notes are an integral part of these condensed consolidated financial statements.

 4
 
 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES 

 Condensed Consolidated Statements of Stockholders ’ Deficit 

 (In thousands, except share data)

 (unaudited)

 Common Stock 
 
 Additional Paid-In 
 
 Accumulated 
 
 Total Stockholders’ 
 
 Shares 
 
 Amount 
 
 Capital 
 
 Deficit 
 
 Deficit 
 
 Balance as of March 31, 2024 
 
 53,524,606 
 
 $ 
 5 
 
 $ 
 99,059 
 
 $ 
 ( 326,463 
 ) 
 
 $ 
 ( 227,399 
 ) 
 
 Stock-based compensation
 
 - 
 
 - 
 
 2,718 
 
 - 
 
 2,718 
 
 Net activity related to equity compensation plans
 
 40,074 
 
 1 
 
 ( 502 
 ) 
 
 - 
 
 ( 501 
 ) 
 
 Redeemable noncontrolling interest
 
 - 
 
 - 
 
 ( 1,924 
 ) 
 
 ( 2,564 
 ) 
 
 ( 4,488 
 ) 
 
 Series A preferred shares dividend
 
 - 
 
 - 
 
 - 
 
 ( 1,150 
 ) 
 
 ( 1,150 
 ) 
 
 Net loss attributable to Lindblad Expeditions Holdings, Inc.
 
 - 
 
 - 
 
 - 
 
 ( 24,667 
 ) 
 
 ( 24,667 
 ) 
 
 Balance as of June 30, 2024 
 
 $ 
 53,564,680 
 
 $ 
 6 
 
 $ 
 99,351 
 
 $ 
 ( 354,844 
 ) 
 
 $ 
 ( 255,487 
 ) 
 
 Common Stock 
 
 Additional Paid-In 
 
 Accumulated 
 
 Total Stockholders' 
 
 Shares 
 
 Amount 
 
 Capital 
 
 Deficit 
 
 Deficit 
 
 Balance as of December 31, 2023 
 
 53,390,082 
 
 $ 
 5 
 
 $ 
 97,139 
 
 $ 
 ( 322,208 
 ) 
 
 ( 225,064 
 ) 
 
 Stock-based compensation
 
 - 
 
 - 
 
 4,833 
 
 - 
 
 4,833 
 
 Net activity related to equity compensation plans
 
 174,598 
 
 1 
 
 ( 697 
 ) 
 
 - 
 
 ( 696 
 ) 
 
 Redeemable noncontrolling interest
 
 - 
 
 - 
 
 ( 1,924 
 ) 
 
 ( 1,704 
 ) 
 
 ( 3,628 
 ) 
 
 Series A preferred shares dividend
 
 - 
 
 - 
 
 - 
 
 ( 2,287 
 ) 
 
 ( 2,287 
 ) 
 
 Net loss attributable to Lindblad Expeditions Holdings, Inc.
 
 - 
 
 - 
 
 - 
 
 ( 28,645 
 ) 
 
 ( 28,645 
 ) 
 
 Balance as of June 30, 2024 
 
 53,564,680 
 
 $ 
 6 
 
 $ 
 99,351 
 
 $ 
 ( 354,844 
 ) 
 
 $ 
 ( 255,487 
 ) 
 
 The accompanying notes are an integral part of these condensed consolidated financial statements.

 5
 
 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES 

 Condensed Consolidated Statements of Cash Flows 

 (In thousands)

 (unaudited)

 For the six months ended June 30, 
 
 2025 
 
 2024 
 
 Cash Flows From Operating Activities 
 
 Net loss
 
 $ 
 ( 5,958 
 ) 
 
 $ 
 ( 28,203 
 ) 
 
 Adjustments to reconcile net loss to net cash provided by operating activities:
 
 Depreciation and amortization
 
 29,969 
 
 24,954 
 
 Amortization of deferred financing costs and other, net
 
 1,848 
 
 1,847 
 
 Amortization of right-to-use lease assets
 
 869 
 
 839 
 
 Stock-based compensation
 
 9,119 
 
 4,833 
 
 Deferred income taxes
 
 ( 1,135 
 ) 
 
 4,188 
 
 (Gain) loss on foreign currency
 
 ( 1,300 
 ) 
 
 251 
 
 Changes in operating assets and liabilities
 
 Prepaid expenses and other current assets
 
 ( 11,787 
 ) 
 
 ( 8,744 
 ) 
 
 Unearned passenger revenues
 
 63,026 
 
 67,456 
 
 Other long-term assets
 
 ( 1,242 
 ) 
 
 120 
 
 Accounts payable and accrued expenses
 
 ( 4,871 
 ) 
 
 ( 4,088 
 ) 
 
 Operating lease liabilities
 
 ( 924 
 ) 
 
 ( 887 
 ) 
 
 Net cash provided by operating activities
 
 77,614 
 
 62,566 
 
 Cash Flows From Investing Activities 
 
 Purchases of property and equipment
 
 ( 29,159 
 ) 
 
 ( 13,893 
 ) 
 
 Acquisition (net of cash acquired)
 
 ( 15,582 
 ) 
 
 - 
 
 Net cash used in investing activities
 
 ( 44,741 
 ) 
 
 ( 13,893 
 ) 
 
 Cash Flows From Financing Activities 
 
 Additional acquisition of redeemable noncontrolling interest
 
 - 
 
 ( 16,720 
 ) 
 
 Repayments of long-term debt
 
 ( 21 
 ) 
 
 ( 24 
 ) 
 
 Payment of deferred financing costs
 
 - 
 
 ( 17 
 ) 
 
 Repurchase under stock-based compensation plans and related tax impacts
 
 ( 1,380 
 ) 
 
 ( 1,596 
 ) 
 
 Net cash used in by financing activities
 
 ( 1,401 
 ) 
 
 ( 18,357 
 ) 
 
 Effect of exchange rate changes on cash
 
 ( 288 
 ) 
 
 - 
 
 Net increase in cash, cash equivalents and restricted cash
 
 31,184 
 
 30,316 
 
 Cash, cash equivalents and restricted cash at beginning of period
 
 216,143 
 
 187,344 
 
 Cash, cash equivalents and restricted cash at end of period
 
 $ 
 247,327 
 
 $ 
 217,660 
 
 Supplemental disclosures of cash flow information:
 
 Cash paid during the period:
 
 Interest
 
 $ 
 24,730 
 
 $ 
 24,785 
 
 Income taxes
 
 1,253 
 
 201 
 
 Non-cash investing and financing activities:
 
 Non-cash preferred stock deemed dividend
 
 2,426 
 
 2,287 
 
 The accompanying notes are an integral part of these condensed consolidated financial statements.

 6
 
 Lindblad Expeditions Holdings, Inc. 

 Notes to the Unaudited Condensed Consolidated Financial Statements 

 (Unaudited) 

 NOTE 1 — BUSINESS AND BASIS OF PRESENTATION 

 Business 

 Lindblad Expeditions Holdings, Inc.’s and its consolidated subsidiaries’ (collectively, the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company’s common stock is listed on the NASDAQ Capital Market under the symbol “LIND”.

 The Company operates the following two reportable business segments:

 Lindblad Segment. 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”), 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 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. 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.
 
 ●
 Off the Beaten Path offers active small-group adventures, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa.
 
 ●
 DuVine offers intimate group cycling and adventure tours around the world with local cycling experts as guides, immersive in local cultural, cuisine and high-quality accommodations. International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain, while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland, and wine tastings in the world-class vineyards of Napa and Sonoma.
 
 ●
 Classic Journeys offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. 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.
 
 ● 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. 

 7 
 
 Basis of Presentation 

 The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information and include the accounts and transactions of the Company. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and note disclosures normally included in the consolidated financial statements in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements and 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 December 2023, FASB issued ASU 2023 - 09 ― Income Taxes ( Topic 740 )—Improvements to Income Tax Disclosures. The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024. 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 the amendments will increase the Company’s financial statement disclosures of certain expense items reported within its expense categories presented on its statement of operations. 
 
 NOTE 2 — EARNINGS PER SHARE 

 Earnings (loss) per Common Share 

 Earnings (loss) per common share is computed using the two -class method related to the Company’s Series A Redeemable Convertible Preferred Stock, par value of $ 0.0001 (“Preferred Stock”). Under the two -class method, undistributed earnings available to stockholders for the period are allocated on a pro rata basis to the common stockholders and to the holders of the Preferred Stock based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion of the Preferred Stock.

 Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards and shares issuable upon the exercise of stock options, using the treasury stock method, and the potential common shares that could be issued from conversion of the Preferred Stock, using the if-converted

 8 
 
 method. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted earnings per share calculation.

 For the three and six months ended June 30, 2025 and 2024, the Company incurred net losses available to stockholders, therefore potential common shares were excluded from the diluted earnings per share calculation and basic and diluted net loss per share are the same in each respective period. For the three and six months ended June 30, 2025, 1.1 million unvested restricted shares, 2.3 million shares issuable upon exercise of options and 8.7 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive. For the three and six months ended June 30, 2024, 0.8 million unvested restricted shares, 2.7 million shares issuable upon exercise of options and 8.2 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive. 

 Loss per share was calculated as follows:

 For the three months ended June 30, 
 For the six months ended June 30, 
 
 2025 
 2024 
 2025 
 2024 
 
 (unaudited)
 (unaudited)
 
 (In thousands, except share and per share data)
 
 Net loss attributable to Lindblad Expeditions Holdings, Inc.
 $ ( 8,518 ) $ ( 24,667 ) $ ( 7,358 ) $ ( 28,645 ) 

 Series A redeemable convertible preferred stock dividend
 1,223 1,150 2,426 2,287 

 Undistributed loss available to stockholders
 $ ( 9,741 ) $ ( 25,817 ) $ ( 9,784 ) $ ( 30,932 ) 

 Weighted average shares outstanding:
 
 Total weighted average shares outstanding, basic
 54,590,783 53,500,084 54,511,173 53,436,128 

 Total weighted average shares outstanding, diluted
 54,590,783 53,500,084 54,511,173 53,436,128 

 Undistributed loss per share available to stockholders:
 
 Basic
 $ ( 0.18 ) $ ( 0.48 ) $ ( 0.18 ) $ ( 0.58 ) 

 Diluted
 $ ( 0.18 ) $ ( 0.48 ) $ ( 0.18 ) $ ( 0.58 ) 

 NOTE 3 — REVENUES 

 Customer Deposits and Contract Liabilities 

 The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and 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. Contract liabilities represent the Company's obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. The Company does not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund. In conjunction with the suspension or rescheduling of expeditions, the Company provided guests an option of either a refund or future travel certificates, which in some instances exceeded the original cash deposit. The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs. Future travel certificates are valued based on the Company’s expectation that a guest will travel again. As of June 30, 2025 and December 31, 2024 the Company has $ 381.7 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 
 
 (In thousands)
 (unaudited) 

 Balance as of December 31, 2024
 $ 190,281 

 Recognized in tour revenues during the period
 ( 334,591 ) 

 Additional contract liabilities in period
 391,457 

 Balance as of June 30, 2025
 $ 247,147 

 9 
 
 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 June 30, 
 For the six months ended June 30, 
 
 Lindblad Segment 
 2025 2024 2025 2024 

 (unaudited)
 (unaudited)
 
 Guest ticket revenue:
 
 Direct (a) 
 $ 68,158 $ 62,315 $ 147,012 $ 135,044 

 Agencies
 30,018 21,255 63,813 51,541 

 Guest ticket revenue
 98,176 83,570 210,825 186,585 

 Other tour revenue
 12,869 9,483 31,328 24,771 

 Tour revenues
 $ 111,045 $ 93,053 $ 242,153 $ 211,356 

 For the three months ended June 30, For the six months ended June 30, 

 Land Experiences Segment 
 2025 2024 2025 2024 

 (unaudited) (unaudited) 

 Guest ticket revenue:
 
 Direct (a) 
 $ 48,470 $ 36,718 $ 90,136 $ 66,900 

 Agencies
 5,768 4,750 9,779 7,627 

 Guest ticket revenue
 54,238 41,468 99,915 74,527 

 Other tour revenue
 2,662 1,978 5,598 4,230 

 Tour revenues
 $ 56,900 $ 43,446 $ 105,513 $ 78,757 

 (a) Direct bookings in the table above are inclusive of affinity group sales. During the three and six months ended June 30, 2024, affinity sales were $ 6.3 million and $ 13.0 million, respectively, for the Lindblad segment, and $ 1.2 million and $ 1.7 million, respectively, for the Land Experiences segment. 

 NOTE 4 — FINANCIAL STATEMENT DETAILS 

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

 As of June 30, 
 
 2025 
 2024 
 
 (In thousands)
 (unaudited) 

 Cash and cash equivalents
 $ 200,929 $ 168,123 

 Restricted cash
 46,398 49,537 

 Total cash, cash equivalents and restricted cash as presented in the statement of cash flows
 $ 247,327 $ 217,660 

 Restricted cash consists of the following:

 As of June 30, 2025 
 As of December 31, 2024 
 
 (In thousands)
 (unaudited)
 
 Credit card processor reserves
 $ 12,500 $ 12,750 

 Federal Maritime Commission and other escrow
 32,203 18,101 

 Certificates of deposit and other restricted deposits
 1,695 1,351 

 Total restricted cash
 $ 46,398 $ 32,202 

 10 
 
 Prepaid expenses and other current assets are as follows: 

 As of June 30, 2025 
 As of December 31, 2024 
 
 (In thousands)
 (unaudited) 

 Prepaid tour expenses
 $ 42,502 $ 28,585 

 Other
 32,689 33,705 

 Total prepaid expenses and other current assets
 $ 75,191 $ 62,290 

 NOTE 5 — LONG-TERM DEBT 

 As of June 30, 2025 
 As of December 31, 2024 
 
 (unaudited)
 
 (In thousands)
 Principal 
 Deferred Financing Costs, net 
 Balance 
 Principal 
 Deferred Financing Costs, net 
 Balance 
 
 6.75% Notes
 $ 360,000 $ ( 3,478 ) $ 356,522 $ 360,000 $ ( 4,576 ) $ 355,424 

 9.00% Notes
 275,000 ( 4,249 ) 270,751 275,000 ( 4,999 ) 270,001 

 Other
 8 - 8 29 - 29 

 Total long-term debt
 635,008 ( 7,727 ) 627,281 635,029 ( 9,575 ) 625,454 

 Less current portion
 ( 8 ) - ( 8 ) ( 29 ) - ( 29 ) 

 Total long-term debt, non-current
 $ 635,000 $ ( 7,727 ) $ 627,273 $ 635,000 $ ( 9,575 ) $ 625,425 

 For the three and six months ended June 30, 2025, $ 0.9 million and $ 1.8 million, respectively, of deferred financing costs were charged to interest expense, and for the three and six months ended June 30, 2024 , $ 0.9 million and $ 1.9 million, respectively, of deferred financing costs were charged to interest expense. 

 6.75% Notes 

 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. The 6.75% Notes bear interest at a rate of 6.75% per year, payable semiannually in arrears on February 15 and August 15 of each year. The 6.75% Notes will mature on February 15, 2027, subject to earlier repurchase or redemption. The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior credit agreement, including the term facility, Main Street Loan, and revolving credit facility, to pay any related premiums and to terminate in full its prior credit agreement and the commitments thereunder. The 6.75% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and 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. The 6.75% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

 Revolving Credit Facility 

 On February 4, 2022, the Company entered into a senior secured revolving credit facility (the “Revolving Credit Facility”), which provides for an aggregate principal amount of commitments of $ 45.0 million, maturing February 2027, including a letter of credit sub-facility in an aggregate principal amount of up to $ 5.0 million. 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 June 30, 2025, the Company had no borrowings under the Revolving Credit Facility.

 11 
 
 9.00% Notes 

 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. The 9.00% Notes bear interest at a rate of 9.00% per year, payable semiannually in arrears on May 15 and November 15 of each year. The 9.00% Notes will mature on May 15, 2028, subject to earlier repurchase or redemption. The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior senior secured credit agreements, to pay any related premiums and to terminate in full its prior senior secured credit agreements and the commitments thereunder. The 9.00% Notes are senior unsecured obligations of the Company and are guaranteed (i) on a senior secured basis by certain of the Company’s subsidiaries (collectively, the “Secured Guarantors”) and secured by a first -priority lien, subject to permitted liens and certain exceptions, on the equity and substantially all the assets of the Secured Guarantors, and (ii) on a senior unsecured basis by certain other subsidiaries of the Company. The 9.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

 Covenants 

 The Company’s 6.75% Notes, Revolving Credit Facility and 9.00% Notes contain covenants that include, among others, limits on additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, Revolving Credit Facility and 9.00% Notes. The Company was in compliance with the covenants in effect as of June 30, 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 June 30, 2025 to be $ 649.3 million based on the terms of the agreements and comparable market data as of June 30, 2025. As of June 30, 2025 and December 31, 2024, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

 NOTE 7 — STOCKHOLDERS ’ EQUITY 

 Stock Repurchase Plan 

 The Company’s Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in November 2015 and increased the Repurchase Plan to $ 35.0 million in November 2016. The Repurchase Plan authorizes the Company to purchase, from time to time, the Company’s outstanding common stock and previously outstanding warrants. Any shares purchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors. These repurchases exclude shares repurchased to settle statutory employee tax withholding related to the exercise of stock options and vesting of stock awards. No shares were repurchased during the six months ended June 30, 2025. The Company has cumulatively repurchased 875,218 shares of common stock for $ 8.3 million and 6,011,926 warrants for $ 14.7 million, since plan inception. The remaining balance for the Repurchase Plan was $ 12.0 million as of June 30, 2025. 

 Preferred Stock 

 In August 2020, the Company issued and sold 85,000 shares of Preferred Stock for $ 1,000 per share for gross proceeds of $ 85.0 million. The Preferred Stock has senior and preferential ranking to the Company’s common stock. The Preferred Stock is entitled to cumulative dividends of 6.00 % per annum, and for the first two years the dividends were required to be paid-in-kind. 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 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 June 30, 2025, recorded as reduction to preferred stock. The Company recorded accrued dividends for Preferred Stock of $ 1.2 million and $ 2.4 million for the three and six months ended June 30, 2025, respectively, and $ 1.2 million and $ 2.3 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted at the option of the holders into 8.7 million shares of the Company’s common stock.

 12 
 
 NOTE 8 — STOCK BASED COMPENSATION 

 The Company is authorized to issue up to 9.3 million shares of common stock under the amended 2021 Long-Term Incentive Plan (the “Plan”) which was approved by shareholders in September 2021, and as amended in June 2025. As of June 30, 2025, 5.7 million shares were available to be granted under the Plan.

 The Company recorded stock-based compensation expense of $ 5.4 million and $ 9.1 million for the three and six months ended June 30, 2025, respectively, and $ 2.7 million and $ 4.8 million during the three and six months ended June 30, 2024, respectively.

 Long-Term Incentive Compensation 

 During the six months ended June 30, 2025, the Company awarded 455,511 restricted stock units (“RSUs”) with a weighted average grant price of $ 10.32 . The RSUs will primarily vest equally over three years on the anniversary of the grant date, subject to the recipient’s continued employment or service with the Company on the applicable vesting date. The number of shares were determined based upon the closing price of our common stock on the date of the award.

 During the six months ended June 30, 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. 

 Options 

 As of June 30, 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 a weighted average exercise price of $ 8.79 as of June 30, 2025 and $ 8.77 as of December 31, 2024, were outstanding. As of June 30, 2025, 1.8 million options were exercisable.

 In connection with the 2016 acquisition of Natural Habitat, Mr. Bressler’s employment agreement, as amended, provides Mr. Bressler, Founder and Chief Executive Officer of Natural Habitat, with an equity incentive opportunity to earn an award of options based on the future financial performance of Natural Habitat, where if the final year equity value of Natural Habitat, as defined in Mr. Bressler's employment agreement, as amended, exceeds $ 25.0 million, effective as of December 31, 2025, Mr. Bressler will be granted options with a fair value equal to 10.1 % of such excess, subject to certain conditions. The actual number of options granted will be determined by the calculated final year equity value of Natural Habitat and the Black-Scholes per share option value, factoring in the Company’s stock price on the date of the grant, its volatility and an appropriate risk-free rate. During the three months ended March 31, 2024, Mr. Bressler exercised a one -time right to elect to receive 50 % of such award early, which is calculated based on performance through December 31, 2023. As a result of the early exercise, during the three months ended March 31, 2024, the Company granted 1.3 million options, with an exercise price of $ 8.44 , to Mr. Bressler. 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. Bressler’s service period. For the three and six months ended June 30, 2025, stock-based compensation expense related to this award was $ 2.1 million and $ 4.1 million, respectively. 

 Additionally, Mr. Bressler’s employment agreement, as amended, provides an equity incentive opportunity to earn an award of Company stock based on the financial performance of the Land Experiences segment businesses that Mr. Bressler manages for the year-ended December 31, 2025, as defined in Mr. Bressler’s employment agreement, as amended, under the managed business value creation. The Company determined that it was probable that the performance condition for this award would be met. For the six months ended June 30, 2025, the Company recorded $ 1.8 million in stock-compensation expense related to this award.

 NOTE 9 — INCOME TAXES 

 As of June 30, 2025 and December 31, 2024, the Company had no unrecognized tax benefits recorded. The Company's effective tax rate for the three and six months ended June 30, 2025 was an expense of 8.5 % and a benefit of 13.6 %, respectively, versus an expense of 22.8 % and 20.0 %, for the three and six months ended June 30, 2024, respectively. In both periods, the

 13 
 
 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. 

 On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted in the U.S. The OBBB includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, restoration of favorable tax treatment for certain business provisions including the treatment of the deductibility of interest. The Company is currently assessing the impact on its consolidated financial statements.

 NOTE 10 — COMMITMENTS AND CONTINGENCIES 

 Redeemable Non-Controlling Interest 

 The Company has controlling interests in its Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys consolidated subsidiaries. The noncontrolling interests are subject to put/call agreements. 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. 

 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. In addition, if it is probable that the instrument will become redeemable, solely due to the passage of time, the redeemable noncontrollable interest should be adjusted to the redemption value via one of two measurement methods. The Company elected the income classification-excess adjustment and accretion methods for recognizing changes in the redemption value of the put options. Under this methodology, a calculation of the present value of the redemption value is compared to the carrying value of the redeemable noncontrolling interest, and the carrying value of the redeemable noncontrolling interest is adjusted to the redemption value’s present value. Any adjustments to the carrying value of the redeemable noncontrolling interest, up to the redemption value of the noncontrolling interest, are classified to retained earnings. Adjustments in excess of the redemption value of the noncontrolling interest are treated as a decrease to net income available to common stockholders.

 The redemption value of the put options were determined using a discounted cash flow model. The redemption values were adjusted to their present value using the Company’s weighted average cost of capital. The following is a rollforward of redeemable non-controlling interest: 

 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 (unaudited) 
 
 (unaudited) 
 
 (In thousands)
 
 Beginning balance
 
 $ 
 31,756 
 
 $ 
 36,297 
 
 $ 
 29,424 
 
 $ 
 37,784 
 
 Net income attributable to noncontrolling interest
 
 1,550 
 
 673 
 
 1,400 
 
 442 
 
 Redemption value adjustment of put option
 
 6,365 
 
 2,564 
 
 9,157 
 
 1,704 
 
 Distribution
 
 ( 485 
 ) 
 
 ( 504 
 ) 
 
 ( 795 
 ) 
 
 ( 900 
 ) 
 
 Redemption of put and/or call options
 
 - 
 
 ( 14,797 
 ) 
 
 - 
 
 ( 14,797 
 ) 
 
 Ending balance
 
 $ 
 39,186 
 
 $ 
 24,233 
 
 $ 
 39,186 
 
 $ 
 24,233 
 
 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 June 30, 2025 are as follows:

 For the years ended December 31, 
 
 Amount 
 
 (In thousands)
 
 2025 (six months)
 
 $ 
 6,039 
 
 2026
 
 14,865 
 
 2027
 
 468 
 
 Total
 
 $ 
 21,372 
 
 14 
 
 NOTE 11 — SEGMENT INFORMATION 

 The Company is primarily a specialty cruise and 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. Operating results for the Company’s reportable segments were as follows: 

 For the three months ended June 30, 
 For the six months ended June 30, 
 
 2025 
 2024 
 2025 
 2024 
 
 (In thousands)
 (unaudited) (unaudited) 

 Tour revenues: 
 
 Lindblad
 $ 111,045 $ 93,053 $ 242,153 $ 211,356 

 Land Experiences
 56,900 43,446 105,513 78,757 

 Total tour revenues
 $ 167,945 $ 136,499 $ 347,666 $ 290,113 

 Operating income: 
 
 Lindblad
 $ ( 2,070 ) $ ( 9,372 ) $ 6,316 $ ( 1,589 ) 

 Land Experiences
 6,477 1,164 8,705 1,232 

 Operating income (loss)
 $ 4,407 $ ( 8,208 ) $ 15,021 $ ( 357 ) 

 For the three and six months ended June 30, 2025, there was $ 2.0 million and $ 5.3 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation. For the three and six months ended June 30, 2024, there was $ 1.0 million and $ 3.8 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation.

 The following table presents the Lindblad segment expenses: 

 Lindblad Segment 
 
 For the three months ended June 30, 
 For the six months ended June 30, 
 
 2025 
 2024 
 2025 
 2024 
 
 (In thousands)
 (unaudited) (unaudited) 

 Tour revenues 
 $ 111,045 $ 93,053 $ 242,153 $ 211,356 

 Cost of tours
 58,469 55,726 123,292 118,105 

 General and administrative
 20,945 19,770 42,077 38,539 

 Selling and marketing
 20,449 14,180 43,156 33,070 

 Depreciation and amortization
 13,252 12,749 27,312 23,231 

 Operating (loss) income 
 $ ( 2,070 ) $ ( 9,372 ) $ 6,316 $ ( 1,589 ) 

 15 
 
 The following table presents the Land Experiences segment expenses: 

 Land Experiences Segment 
 
 For the three months ended June 30, 
 For the six months ended June 30, 
 
 2025 
 2024 
 2025 
 2024 
 
 (In thousands)
 (unaudited) (unaudited) 

 Tour revenues 
 $ 56,900 $ 43,446 $ 105,513 $ 78,757 

 Cost of tours
 32,922 27,227 60,947 49,300 

 General and administrative
 10,138 10,066 21,728 18,534 

 Selling and marketing
 5,941 4,101 11,476 7,968 

 Depreciation and amortization
 1,422 888 2,657 1,723 

 Operating income 
 $ 6,477 $ 1,164 $ 8,705 $ 1,232 

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

 For the three months ended June 30, 
 For the six months ended June 30, 
 
 2025 
 2024 
 2025 
 2024 
 
 (In thousands)
 (unaudited) (unaudited) 

 Depreciation and amortization: 
 
 Lindblad:
 
 Depreciation
 $ 13,230 $ 12,727 $ 27,268 $ 23,187 

 Amortization
 22 22 44 44 

 Land Experiences:
 
 Depreciation
 823 458 1,460 863 

 Amortization
 599 430 1,197 860 

 Total depreciation and amortization
 $ 14,674 $ 13,637 $ 29,969 $ 24,954 

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

 As of June 30, 2025 As of December 31, 2024 

 (In thousands)
 (unaudited)
 
 Total Assets: 
 
 Lindblad
 $ 654,312 $ 667,799 

 Land Experiences
 282,211 209,106 

 Total assets
 $ 936,523 $ 876,905 

 Intangibles, net: 
 
 Lindblad
 $ 1,461 $ 1,505 

 Land Experiences
 13,223 14,418 

 Total intangibles, net
 $ 14,684 $ 15,923 

 Goodwill: 
 
 Lindblad
 $ - $ - 

 Land Experiences
 59,198 59,031 

 Total goodwill
 $ 59,198 $ 59,031 

 16 
 
 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 for the six months ended June 30, 2025 were $0.2 million and are included in general and administrative expenses. 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. 

 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. 

 NOTE 13 — SUBSEQUENT EVENT 

 On July 8, 2025, the Company and Mr. Bressler entered into the Second Amended and Restated Employment Agreement which amends and restates the Amended and Restated Employment Agreement dated as of December 1, 2022, which previously amended and restated (and superseded) the Employment Agreement dated as of May 4, 2016 ( the “Employment Agreement”) to (i) create a Bonus Pool, as defined in the Employment Agreement, based on Natural Habitat’s and its consolidated subsidiaries’ net profits for the applicable year, (ii) provide Mr. Bressler with the ability to receive options in connection with the exercise of the perpetual put right, (iii) extend the term of the Employment Agreement through December 31, 2028, and (iv) make certain clarifying changes, such as removing references to past compensation opportunities that have expired.

 17 
 
 ITEM 2. 
 
 MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION 
 
 The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q ( “ Form 10-Q ” ), as well as the audited consolidated financial statements and related notes included in the Company ’ s Annual Report on Form 10-K filed with the Securities and Exchange Commission ( “ SEC ” ) on February 28, 2025 (the “ 2024 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. 

 Cautionary Note Regarding Forward-Looking Statements 

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

 ●
 
 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;
 
 ●
 
 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; 
 
 ●
 
 the loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs;
 
 ●
 
 the impact of delays or cost overruns with respect to anticipated or unanticipated drydock, maintenance, modifications or other required construction related to any of our vessels;
 
 ●
 
 unscheduled disruptions in our business due to civil unrest, travel restrictions, weather events, mechanical failures, pandemics or other events;
 
 ●
 
 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;
 
 ●
 
 compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions;
 
 ●
 
 our substantial indebtedness and our ability to remain in compliance with the financial and/or operating covenants in such arrangements;
 
 ● 
 the impact of material litigation, enforcement actions, claims, fines or penalties on our business; 
 
 ●
 
 the impact of severe or unusual weather conditions, including climate change, on our business;
 
 18
 
 ●
 
 adverse publicity regarding the travel and cruise industry in general;
 
 ●
 
 loss of business due to competition;
 
 ●
 
 the inability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them;
 
 ●
 
 the result of future financing efforts; and
 
 ●
 
 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. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

 Business Overview 

 We provide expedition cruising and land-based adventure travel fostering a spirit of exploration and discovery, using itineraries featuring up-close encounters with wildlife and nature, history and culture and promote guest empowerment, human connections and interactivity. Our mission is to offer life-changing adventures around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places. 

 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 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 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 wild 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”) 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. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa. 

 DuVine Cycling + Adventure Company (“DuVine”) provides intimate cycling adventures and travel experiences, led by expert guides, with a focus on connecting with local character and culture, including high-quality local cuisine and accommodations. International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain, while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland and wine tastings in the world-class vineyards of Napa and Sonoma. 

 Classic Journeys, LLC (“Classic Journeys”) offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. 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. 

 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

 19
 
 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. 

 2025 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 :

 ●
 
 a description of certain line items and operational and financial metrics we utilize to assist us in managing our business;
 
 ●
 
 results and a comparable discussion of our consolidated and segment results of operations;
 
 ●
 
 a discussion of our liquidity and capital resources, including future capital and contractual commitments and potential funding sources; and
 
 ●
 
 a review of our critical accounting policies.
 
 Financial Presentation 

 Description of Certain Line Items 

 Tour revenues 

 Tour revenues consist of the following:

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

 Cost of tours includes the following:

 ●
 
 Direct costs associated with revenues, including cost of pre- or post-expedition excursions, hotel accommodations, and land-based expeditions, air and other transportation expenses, and cost of goods and services rendered onboard;
 
 ●
 
 Payroll costs and related expenses for shipboard and expedition personnel;
 
 ●
 
 Food costs for guests and crew, including complimentary food and beverage amenities for guests;
 
 ●
 
 Fuel costs and related costs of delivery, storage and safe disposal of waste; and
 
 ●
 
 Other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance, charter hire costs and credit card fees.
 
 Selling and marketing 

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

 20
 
 General and administrative 

 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 

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

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

 Adjusted EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, other income (expense), income tax (expense) benefit, (gain) loss on foreign currency, (gain) loss on transfer of assets, reorganization costs, and other supplemental adjustments. Other supplemental adjustments include certain non-operating items such as stock-based compensation, executive severance costs, 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. We believe Adjusted EBITDA helps provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements, such as unearned passenger revenues, capital expenditures and related depreciation, principal and interest payments, and tax payments. 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, and acquisition-related expenses.

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

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

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

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

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

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

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

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

 21
 
 Net Yield per Available Guest Night represents Net Yield divided by Available Guest Nights.

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

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

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

 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 

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

 Seasonality 

 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 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 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 six months ended June 30, 2025 and 2024 are set forth below. Percentages that are not meaningful to the change are noted as NM in the table.

 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 (In thousands)
 
 2025 
 
 2024 
 
 Change 
 
 % 
 
 2025 
 
 2024 
 
 Change 
 
 % 
 
 Tour revenues
 
 $ 
 167,945 
 
 $ 
 136,499 
 
 $ 
 31,446 
 
 23 
 % 
 
 $ 
 347,666 
 
 $ 
 290,113 
 
 $ 
 57,553 
 
 20 
 % 
 
 Cost of tours
 
 91,391 
 
 82,953 
 
 8,438 
 
 10 
 % 
 
 184,239 
 
 167,405 
 
 16,834 
 
 10 
 % 
 
 General and administrative
 
 31,083 
 
 29,836 
 
 1,247 
 
 4 
 % 
 
 63,805 
 
 57,073 
 
 6,732 
 
 12 
 % 
 
 Selling and marketing
 
 26,390 
 
 18,281 
 
 8,109 
 
 44 
 % 
 
 54,632 
 
 41,038 
 
 13,594 
 
 33 
 % 
 
 Depreciation and amortization
 
 14,674 
 
 13,637 
 
 1,037 
 
 8 
 % 
 
 29,969 
 
 24,954 
 
 5,015 
 
 20 
 % 
 
 Operating income (loss)
 
 $ 
 4,407 
 
 $ 
 (8,208 
 ) 
 
 $ 
 12,615 
 
 NM 
 
 $ 
 15,021 
 
 $ 
 (357 
 ) 
 
 $ 
 15,378 
 
 NM 
 
 Net loss
 
 $ 
 (6,968 
 ) 
 
 $ 
 (23,994 
 ) 
 
 $ 
 17,026 
 
 71 
 % 
 
 $ 
 (5,958 
 ) 
 
 $ 
 (28,203 
 ) 
 
 $ 
 22,245 
 
 79 
 % 
 
 Undistributed loss per share available to stockholders:
 
 Basic
 
 $ 
 (0.18 
 ) 
 
 $ 
 (0.48 
 ) 
 
 $ 
 0.30 
 
 $ 
 (0.18 
 ) 
 
 $ 
 (0.58 
 ) 
 
 $ 
 0.40 
 
 Diluted
 
 $ 
 (0.18 
 ) 
 
 $ 
 (0.48 
 ) 
 
 $ 
 0.30 
 
 $ 
 (0.18 
 ) 
 
 $ 
 (0.58 
 ) 
 
 $ 
 0.40 
 
 22
 
 Comparison of the Three and Six Months Ended June 30, 2025 and 2024 — Consolidated 

 Tour Revenues 

 Tour revenues for the three months ended June 30, 2025 increased $31.4 million, or 23%, to $167.9 million, compared to $136.5 million for the three months ended June 30, 2024. Of the $31.4 million increase, we realized a $20.0 million increase due to a 17% increase in guest nights sold and a 9% increase in guests traveled for the continuing operations, an $11.5 million increase due to the inclusion of the operations of Thomson Group, which was acquired in July 2024, and changes to the mix of itineraries and trips, and pricing. 

 Tour revenues for the six months ended June 30, 2025 increased $57.6 million, or 20%, to $347.7 million, compared to $290.1 million for the six months ended June 30, 2024. Of the $57.6 million increase, we realized a $27.3 million increase due to a 10% increase in guest nights sold and a 7% increase in guests traveled for the continuing operations, a $30.3 million increase due to the inclusion of the operations of Thomson Group for the entire period, and changes to the mix of itineraries and trips, and pricing.

 Cost of Tours 

 Total cost of tours for the three months ended June 30, 2025 increased $8.4 million, or 10%, to $91.4 million, compared to $83.0 million for the three months ended June 30, 2024, primarily due to increased operating costs related to additional voyages and trips, and higher drydock expenses, partially offset by lower fuel expense and the impact of exchange rates on operating expenses . The Lindblad segment cost of tours increased by $2.7 million, or 5%, and the Land Experiences segment increased $5.7 million, or 21%.

 Total cost of tours for the six months ended June 30, 2025 increased $16.8 million, or 10%, to $184.2 million, compared to $167.4 million for the six months ended June 30, 2024, primarily due to increased operating costs related to additional voyages and trips, and higher drydock expenses, partially offset by lower fuel expense and the impact of exchange rates on operating expenses . The Lindblad segment cost of tours increased by $5.2 million, or 4%, and the Land Experiences segment increased $11.6 million, or 24%.

 General and Administrative 

 General and administrative expenses for the three months ended June 30, 2025 increased $1.2 million, or 4%, to $31.1 million, compared to $29.8 million for the three months ended June 30, 2024, primarily due to higher stock-based compensation expense, partially offset by lower personnel costs, related to $3.4 million in employee retention tax credits, and transaction-related costs. At the Lindblad segment, general and administrative expenses increased $1.1 million, or 6%, from the prior year period, and at the Land Experiences segment, general and administrative expenses increased $0.1 million, or 1%. 

 General and administrative expenses for the six months ended June 30, 2025 increased $6.7 million, or 12%, to $63.8 million, compared to $57.1 million for the six months ended June 30, 2024, primarily due to higher stock-based compensation expense and personnel costs, net of $3.4 million in employee retention tax credits, partially offset by lower transaction-related costs. At the Lindblad segment, general and administrative expenses increased $3.5 million, or 9%, from the prior year period, and at the Land Experiences segment, general and administrative expenses increased $3.2 million, or 17%.

 Selling and Marketing 

 Selling and marketing expenses for the three months ended June 30, 2025 increased $8.1 million, or 44%, to $26.4 million, compared to $18.3 million for the three months ended June 30, 2024, primarily due to higher royalties and commission expense, directly associated with higher revenues and increased royalty rates per the National Geographic agreement, and increased marketing spend to support future growth. At the Lindblad segment, selling and marketing expenses increased $6.3 million, or 44%, and at the Land Experiences segment, selling and marketing expenses increased $1.8 million, or 45%.

 Selling and marketing expenses for the six months ended June 30, 2025 increased $13.6 million, or 33%, to $54.6 million, compared to $41.0 million for the six months ended June 30, 2024, primarily due to higher royalties and commission expense, directly associated with higher revenues and increased royalty rates per the National Geographic agreement, and increased marketing spend to support future growth. At the Lindblad segment, selling and marketing expenses increased $10.1 million, or 30%, and at the Land Experiences segment, selling and marketing expenses increased $3.5 million, or 44%.

 23
 
 Depreciation and Amortization 

 Depreciation and amortization expenses for the three months ended June 30, 2025 increased $1.0 million, or 8%, to $14.7 million, compared to $13.6 million for the three months ended June 30, 2024.

 Depreciation and amortization expenses for the six months ended June 30, 2025 increased $5.0 million, or 20%, to $30.0 million, compared to $25.0 million for the six months ended June 30, 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 June 30, 2025, decreased $0.5 million to $10.8 million from $11.3 million for the three months ended June 30, 2024.

 Other expense for the six months ended June 30, 2025, decreased $1.2 million to $21.9 million from $23.1 million for the six months ended June 30, 2024.

 Results of Operations — Segments 

 Selected information for our reportable segments is below. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Percentages that are not meaningful to the change are noted as NM in the table.

 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 (In thousands)
 
 2025 
 
 2024 
 
 Change 
 
 % 
 
 2025 
 
 2024 
 
 Change 
 
 % 
 
 Tour revenues: 
 
 Lindblad
 
 $ 
 111,045 
 
 $ 
 93,053 
 
 $ 
 17,992 
 
 19 
 % 
 
 $ 
 242,153 
 
 $ 
 211,356 
 
 $ 
 30,797 
 
 15 
 % 
 
 Land Experiences
 
 56,900 
 
 43,446 
 
 13,454 
 
 31 
 % 
 
 105,513 
 
 78,757 
 
 26,756 
 
 34 
 % 
 
 Total tour revenues
 
 $ 
 167,945 
 
 $ 
 136,499 
 
 $ 
 31,446 
 
 23 
 % 
 
 $ 
 347,666 
 
 $ 
 290,113 
 
 $ 
 57,553 
 
 20 
 % 
 
 Operating income: 
 
 Lindblad
 
 $ 
 (2,070 
 ) 
 
 $ 
 (9,372 
 ) 
 
 $ 
 7,302 
 
 78 
 % 
 
 $ 
 6,316 
 
 $ 
 (1,589 
 ) 
 
 $ 
 7,905 
 
 NM 
 
 Land Experiences
 
 6,477 
 
 1,164 
 
 5,313 
 
 456 
 % 
 
 8,705 
 
 1,232 
 
 7,473 
 
 607 
 % 
 
 Operating income (loss)
 
 $ 
 4,407 
 
 $ 
 (8,208 
 ) 
 
 $ 
 12,615 
 
 NM 
 
 $ 
 15,021 
 
 $ 
 (357 
 ) 
 
 $ 
 15,378 
 
 NM 
 
 Adjusted EBITDA: 
 
 Lindblad
 
 $ 
 16,330 
 
 $ 
 6,541 
 
 $ 
 9,789 
 
 150 
 % 
 
 $ 
 42,649 
 
 $ 
 27,013 
 
 $ 
 15,636 
 
 58 
 % 
 
 Land Experiences
 
 8,511 
 
 3,843 
 
 4,668 
 
 121 
 % 
 
 12,174 
 
 4,977 
 
 7,197 
 
 145 
 % 
 
 Total adjusted EBITDA
 
 $ 
 24,841 
 
 $ 
 10,384 
 
 $ 
 14,457 
 
 139 
 % 
 
 $ 
 54,823 
 
 $ 
 31,990 
 
 $ 
 22,833 
 
 71 
 % 
 
 Guest Metrics — Lindblad Segment 

 The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and Voyages:

 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Available Guest Nights 
 
 81,515 
 
 77,404 
 
 156,840 
 
 163,358 
 
 Guest Nights Sold 
 
 70,198 
 
 60,174 
 
 137,172 
 
 125,137 
 
 Occupancy 
 
 86 
 % 
 
 78 
 % 
 
 87 
 % 
 
 77 
 % 
 
 Maximum Guests 
 
 11,393 
 
 9,562 
 
 20,997 
 
 19,276 
 
 Number of Guests 
 
 9,937 
 
 7,773 
 
 18,480 
 
 15,281 
 
 Voyages 
 
 153 
 
 121 
 
 274 
 
 243 
 
 24
 
 The following table shows the calculations of Gross and Net Yield. Gross Yield is calculated by dividing Tour Revenues by Available Guest Nights and Net Yield is calculated by dividing Net Revenue by Available Guest Nights:

 Calculation of Gross and Net Yield per Available Guest Night 
 
 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 (In thousands, except for Available Guest Nights, Gross and Net Yield per Available Guest Night)
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Guest ticket revenues
 
 $ 
 98,175 
 
 $ 
 83,570 
 
 $ 
 210,825 
 
 $ 
 186,587 
 
 Other tour revenue
 
 12,870 
 
 9,483 
 
 31,328 
 
 24,769 
 
 Tour Revenues 
 
 111,045 
 
 93,053 
 
 242,153 
 
 211,356 
 
 Less: Commissions
 
 (4,423 
 ) 
 
 (3,205 
 ) 
 
 (10,045 
 ) 
 
 (8,579 
 ) 
 
 Less: Other tour expenses
 
 (5,445 
 ) 
 
 (5,206 
 ) 
 
 (16,333 
 ) 
 
 (13,358 
 ) 
 
 Net Yield 
 
 $ 
 101,177 
 
 $ 
 84,642 
 
 $ 
 215,775 
 
 $ 
 189,419 
 
 Available Guest Nights
 
 81,515 
 
 77,404 
 
 156,840 
 
 163,358 
 
 Gross Yield per Available Guest Night 
 
 $ 
 1,362 
 
 $ 
 1,202 
 
 $ 
 1,544 
 
 $ 
 1,294 
 
 Net Yield per Available Guest Night 
 
 1,241 
 
 1,094 
 
 1,376 
 
 1,160 
 
 The following table reconciles operating income to our Net Yield Guest Metric for the Lindblad Segment:

 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 (In thousands)
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Operating (loss) income 
 
 $ 
 (2,070 
 ) 
 
 $ 
 (9,372 
 ) 
 
 $ 
 6,316 
 
 $ 
 (1,589 
 ) 
 
 Cost of tours
 
 58,469 
 
 55,726 
 
 123,292 
 
 118,105 
 
 General and administrative
 
 20,945 
 
 19,770 
 
 42,077 
 
 38,539 
 
 Selling and marketing
 
 20,449 
 
 14,180 
 
 43,156 
 
 33,070 
 
 Depreciation and amortization
 
 13,252 
 
 12,749 
 
 27,312 
 
 23,231 
 
 Less: Commissions
 
 (4,423 
 ) 
 
 (3,205 
 ) 
 
 (10,045 
 ) 
 
 (8,579 
 ) 
 
 Less: Other tour expenses
 
 (5,445 
 ) 
 
 (5,206 
 ) 
 
 (16,333 
 ) 
 
 (13,358 
 ) 
 
 Net Yield 
 
 $ 
 101,177 
 
 $ 
 84,642 
 
 $ 
 215,775 
 
 $ 
 189,419 
 
 The following table shows the calculations of Gross and Net Cruise Costs:

 Calculation of Gross and Net Cruise Cost 
 
 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 (In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Avail. Guest Night)
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Cost of tours
 
 $ 
 58,469 
 
 $ 
 55,726 
 
 $ 
 123,292 
 
 $ 
 118,105 
 
 Plus: Selling and marketing
 
 20,449 
 
 14,180 
 
 43,156 
 
 33,070 
 
 Plus: General and administrative
 
 20,945 
 
 19,770 
 
 42,077 
 
 38,539 
 
 Gross Cruise Cost 
 
 99,863 
 
 89,676 
 
 208,525 
 
 189,714 
 
 Less: Commissions
 
 (4,423 
 ) 
 
 (3,205 
 ) 
 
 (10,045 
 ) 
 
 (8,579 
 ) 
 
 Less: Other tour expenses
 
 (5,445 
 ) 
 
 (5,206 
 ) 
 
 (16,333 
 ) 
 
 (13,358 
 ) 
 
 Net Cruise Cost 
 
 89,995 
 
 81,265 
 
 182,147 
 
 167,777 
 
 Less: Fuel Expense
 
 (4,221 
 ) 
 
 (5,684 
 ) 
 
 (11,530 
 ) 
 
 (14,435 
 ) 
 
 Net Cruise Cost Excluding Fuel 
 
 85,774 
 
 75,581 
 
 170,617 
 
 153,342 
 
 Non-GAAP Adjustments: 
 
 Stock-based compensation
 
 (5,135 
 ) 
 
 (2,541 
 ) 
 
 (8,862 
 ) 
 
 (4,656 
 ) 
 
 Transaction-related costs
 
 (13 
 ) 
 
 (252 
 ) 
 
 (159 
 ) 
 
 (344 
 ) 
 
 Reorganization costs
 
 - 
 
 (371 
 ) 
 
 - 
 
 (371 
 ) 
 
 Adjusted Net Cruise Cost Excluding Fuel 
 
 $ 
 80,626 
 
 $ 
 72,417 
 
 $ 
 161,596 
 
 $ 
 147,971 
 
 Adjusted Net Cruise Cost 
 
 $ 
 84,847 
 
 $ 
 78,101 
 
 $ 
 173,126 
 
 $ 
 162,406 
 
 Available Guest Nights 
 
 81,515 
 
 77,404 
 
 156,840 
 
 163,358 
 
 Gross Cruise Cost per Available Guest Night
 
 $ 
 1,225 
 
 $ 
 1,159 
 
 $ 
 1,330 
 
 $ 
 1,161 
 
 Net Cruise Cost per Available Guest Night
 
 1,104 
 
 1,050 
 
 1,161 
 
 1,027 
 
 Net Cruise Cost Excluding Fuel per Available Guest Night
 
 1,052 
 
 976 
 
 1,088 
 
 939 
 
 Adjusted Net Cruise Cost Excluding Fuel per Available Guest Night
 
 989 
 
 936 
 
 1,030 
 
 906 
 
 Adjusted Net Cruise Cost per Available Guest Night
 
 1,041 
 
 1,009 
 
 1,104 
 
 994 
 
 25
 
 Comparison of the Three and Six Months Ended June 30, 2025 and 2024 at the Lindblad Segment 

 Tour Revenues 

 Tour revenues for the three months ended June 30, 2025 increased $17.9 million, or 19%, to $111.0 million, compared to $93.1 million for the three months ended June 30, 2024. Of the $17.9 million increase, $15.8 million is related to a 17% increase in guest nights sold and $2.1 million is related to a 2% increase in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 13% to $1,241 from $1,094 in 2024, reflecting the higher pricing and a 9-basis point increase in occupancy compared with the same period in 2024. 

 Tour revenues for the six months ended June 30, 2025 increased $30.8 million, or 15%, to $242.2 million, compared to $211.4 million for the six months ended June 30, 2024. Of the $30.8 million increase, $21.2 million is related to a 10% increase in guest nights sold and $9.6 million is related to a 5% increase in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 19% to $1,376 from $1,160 in 2024, reflecting the higher pricing and a 10-basis point increase in occupancy compared with the same period in 2024. 

 Operating Income 

 The operating loss of $2.1 million for the three months ended June 30, 2025 decreased $7.3 million compared to a loss of $9.4 million for the three months ended June 30, 2024, as the increase in tour revenues was offset by higher operating expenses. The higher operating expenses included those expenses associated with increased revenue, including costs of tours, increased royalties and increased royalty rates per the National Geographic agreement, commissions, and marketing spend to drive future booking growth, and higher general and administrative costs, primarily due to increased stock-based compensation costs. 

 During the six months ended June 30, 2025, we generated operating income of $6.3 million compared to an operating loss of $1.6 million for the six months ended June 30, 2024, as the increase in tour revenues was partially offset by higher operating expenses. Higher operating expenses included expenses associated with increased revenue, including higher costs of tours, higher sales and marketing costs, including increases associated with the increased royalty rates included in the National Geographic agreement, higher commissions, and marketing spend to drive future booking growth, and higher general and administrative costs, primarily due to increased personnel costs and stock-based compensation. 

 Guest Metrics — 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 June 30, 
 
 For the six months ended June 30, 
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Guests 
 
 5,978 
 
 4,907 
 
 10,387 
 
 8,469 
 
 Departures 
 
 788 
 
 630 
 
 1,287 
 
 1,026 
 
 Comparison of Three and Six Months Ended June 30, 2025 and 2024 at the Land Experiences Segment 

 Tour Revenues 

 Tour revenues for the three months ended June 30, 2025 increased $13.5 million, or 31%, to $56.9 million compared to $43.4 million for the three months ended June 30, 2024. Of the $13.5 million increase, $4.1 million is related to a 9% increase in the number of guests traveled for the continuing operations, and $9.4 million is related to the inclusion of the results of Thomson Group acquired in July 2024, and a 6% increase in revenue per guest as compared to the prior year period due to change in itineraries, destinations and pricing. 

 Tour revenues for the six months ended June 30, 2025 increased $26.8 million, or 34%, to $105.5 million compared to $78.8 million for the six months ended June 30, 2024. Of the $26.8 million increase, $6.0 million is related to a 7% increase in the number of guests traveled for the continuing operations, and $20.8 million is related to the inclusion of the results of Thomson Group, acquired in July 2024, and a 10% increase in revenue per guest as compared to the prior year period due to changes in itineraries, destinations and pricing. 

 26
 
 Operating Income 

 Operating income of $6.5 million for the three months ended June 30, 2025 increased $5.3 million compared to $1.2 million for the three months ended June 30, 2024, as the increase in tour revenue was partially offset by higher operating and personnel costs related to operating additional departures, and higher marketing spend to drive future growth.

 Operating income of $8.7 million for the six months ended June 30, 2025 increased $7.5 million compared to $1.2 million for the six months ended June 30, 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, transaction-related costs, and the impact of foreign currency on operating expenses.

 Adjusted EBITDA — Consolidated 

 The following table outlines the reconciliation of net income (loss) to consolidated Adjusted EBITDA. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

 Reconciliation of Net Loss to Adjusted EBITDA — Consolidated 

 Consolidated 
 
 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 (In thousands)
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Net loss
 
 $ 
 (6,968 
 ) 
 
 $ 
 (23,994 
 ) 
 
 $ 
 (5,958 
 ) 
 
 $ 
 (28,203 
 ) 
 
 Interest expense, net
 
 11,617 
 
 11,321 
 
 23,247 
 
 22,906 
 
 Income tax expense (benefit)
 
 547 
 
 4,453 
 
 (939 
 ) 
 
 4,697 
 
 Depreciation and amortization
 
 14,674 
 
 13,637 
 
 29,969 
 
 24,954 
 
 Loss (gain) loss on foreign currency
 
 (759 
 ) 
 
 12 
 
 (1,300 
 ) 
 
 251 
 
 Stock-based compensation
 
 5,392 
 
 2,718 
 
 9,119 
 
 4,833 
 
 Transaction-related costs
 
 368 
 
 1,866 
 
 714 
 
 2,189 
 
 Other (income) expense
 
 (30 
 ) 
 
 - 
 
 (29 
 ) 
 
 (8 
 ) 
 
 Reorganization costs
 
 - 
 
 371 
 
 - 
 
 371 
 
 Adjusted EBITDA 
 
 $ 
 24,841 
 
 $ 
 10,384 
 
 $ 
 54,823 
 
 $ 
 31,990 
 
 Reconciliation of Operating (Loss) Income to Adjusted EBITDA — Segments 

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

 Lindblad Segment 
 
 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 (In thousands)
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Operating (loss) income
 
 $ 
 (2,070 
 ) 
 
 $ 
 (9,372 
 ) 
 
 $ 
 6,316 
 
 $ 
 (1,589 
 ) 
 
 Depreciation and amortization
 
 13,252 
 
 12,749 
 
 27,312 
 
 23,231 
 
 Stock-based compensation
 
 5,135 
 
 2,541 
 
 8,862 
 
 4,656 
 
 Transaction-related costs
 
 13 
 
 252 
 
 159 
 
 344 
 
 Reorganization costs
 
 - 
 
 371 
 
 - 
 
 371 
 
 Adjusted EBITDA 
 
 $ 
 16,330 
 
 $ 
 6,541 
 
 $ 
 42,649 
 
 $ 
 27,013 
 
 Land Experiences Segment 
 
 For the three months ended June 30, 
 
 For the six months ended June 30, 
 
 (In thousands)
 
 2025 
 
 2024 
 
 2025 
 
 2024 
 
 Operating income
 
 $ 
 6,477 
 
 $ 
 1,164 
 
 $ 
 8,705 
 
 $ 
 1,232 
 
 Depreciation and amortization
 
 1,422 
 
 888 
 
 2,657 
 
 1,723 
 
 Transaction-related costs
 
 355 
 
 1,614 
 
 555 
 
 1,845 
 
 Stock-based compensation
 
 257 
 
 177 
 
 257 
 
 177 
 
 Adjusted EBITDA 
 
 $ 
 8,511 
 
 $ 
 3,843 
 
 $ 
 12,174 
 
 $ 
 4,977 
 
 27
 
 Liquidity and Capital Resources 

 As of June 30, 2025, we had $200.9 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 June 30, 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 will be sufficient to fund operations, debt service requirements, and necessary capital expenditures for at least the next 12 months. 

 Sources and Uses of Cash for the Six Months Ended June 30, 2025 and 2024 

 Net cash provided by operating activities was $77.6 million for the six months ended June 30, 2025 compared to $62.6 million for the same period in 2024. The $15.0 million increase is primarily due to increased cash received from guests for future travel. 

 Net cash used in investing activities was $44.7 million for the six months ended June 30, 2025 compared to $13.9 million in cash provided by investing activities during the same period in 2024. 2025 primarily included the purchase of Torcatt Enterprises Limitada to expand our vessels and operations in the Galapagos, the refurbishment of the vessels acquired, and higher capital expenditure on our remaining vessels due to the timing of vessel drydocks compared to prior year, while 2024 primarily included capital expenditures on our vessels and digital transformation initiatives.

 Net cash used in financing activities was $1.4 million for the six months ended June 30, 2025 compared to $18.4 million provided by financing activities for the same period in 2024. 2025 primarily included income tax withholdings for stock-based compensation, while 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 . 

 Funding Sources 

 Debt Facilities 

 6.75% Notes 

 On February 4, 2022, we issued $360.0 million aggregate principal amount of 6.75% senior secured notes due 2027 (the “6.75% Notes”) in a private offering. The 6.75% Notes bear interest at a rate of 6.75% per year and is payable semiannually in arrears on February 15 and August 15 of each year. The 6.75% Notes will mature on February 15, 2027, subject to earlier repurchase or redemption. The 6.75% Notes are senior secured obligations and are guaranteed on a senior secured basis by us and certain of our subsidiaries (collectively, the “Guarantors”) and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all of our and the Guarantors’ assets. We may redeem the 6.75% Notes at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

 Revolving Credit Facility 

 On February 4, 2022, we entered into a senior secured revolving credit facility (the “Revolving Credit Facility”), which provides for an aggregate principal amount of commitments of $45.0 million, maturing February 2027, including a letter of credit sub-facility in an aggregate principal amount of up to $5.0 million. The obligations under the Revolving Credit Facility are guaranteed by us and the Guarantors and are secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all our and the Guarantors’ assets. Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at our option, an adjusted SOFR rate plus a spread or a base rate plus a spread. As of June 30, 2025, we had no borrowings under the Revolving Credit Facility.

 9.00% Notes 

 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. The 9.00% Notes bear interest at a rate of 9.00% per year and is payable semiannually in arrears on May 15 and November 15 of each year. The 9.00% Notes will mature on May 15, 2028, subject to earlier repurchase or redemption. The 9.00% Notes are senior unsecured obligations and are guaranteed (i) on a senior secured basis by certain of our subsidiaries (collectively, the “Secured Guarantors”) and secured by a first-priority lien, subject to permitted liens and certain exceptions, on the equity and substantially all the assets of the Secured Guarantors, and (ii) on a senior unsecured basis by certain of our other subsidiaries. We may redeem the 9.00% Notes at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

 28
 
 Covenants 

 The 6.75% Notes, Revolving Credit Facility and 9.00% Notes contain covenants that, among other things, restrict our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, Revolving Credit Facility and 9.00% Notes. As of June 30, 2025, we were in compliance with the covenants currently in effect. 

 Equity 

 Preferred Stock 

 In August 2020, we issued and sold 85,000 shares of Series A Redeemable Convertible Preferred Stock, par value of $0.0001, (“Preferred Stock”) for $1,000 per share for gross proceeds of $85.0 million. As of March 31, 2024, 62,000 shares of Preferred Stock were outstanding. The Preferred Stock has senior and preferential ranking to our common stock. The Preferred Stock is entitled to cumulative dividends of 6.00% per annum, and for the first two years, the dividends were required to be paid-in-kind. After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at our option. During 2025, 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 June 30, 2025, the outstanding Preferred Stock and accumulated dividends could be converted, at the option of the holders, into approximately 8.7 million shares of our common stock. 

 Funding Needs 

 We generally rely on a combination of cash flows provided by operations and the incurrence of additional debt to fund obligations. A vast majority of guest ticket receipts are collected in advance of the applicable expedition date. These advance passenger receipts remain a current liability until the expedition date, and the cash generated from these advance receipts is used interchangeably with cash on hand from other cash from operations. The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash. Traditionally we run a working capital deficit due primarily to a large balance of unearned passenger revenues. As of June 30, 2025, we had a working capital deficit of $127.6 million, and as of December 31, 2024, we had a working capital deficit of $114.0 million. 

 Critical Accounting Policies 

 Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. 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 2024 Annual Report.

 ITEM 3. 
 
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
 
 There have otherwise been no other material changes in our exposure to market risks from the information set forth in the “Quantitative and Qualitative Disclosures About Market Risk” sections contained in our 2024 Annual Report.

 ITEM 4. 
 
 CONTROLS AND PROCEDURES 
 
 Evaluation of Disclosure Controls and Procedures 

 Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were

 29
 
 effective as of June 30, 2025 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. 

 Changes in Internal Control over Financial Reporting 

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

 PART 2. 
 
 OTHER INFORMATION 
 
 ITEM 1. 
 
 LEGAL PROCEEDINGS 
 
 The Company is involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business. We have protection and indemnity insurance that would be expected to cover any damages.

 ITEM 1A. 
 
 RISK FACTORS 
 
 We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. The risks and uncertainties that we believe are most important for you to consider are discussed under the heading “Risk Factors” in the 2024 Annual Report.

 ITEM 2. 
 
 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 
 
 Recent Sales by the Company of Unregistered Securities 

 There were no unregistered sales of equity securities during the quarter ended June 30, 2025.

 Stock Repurchase Plan 

 Our Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in November 2015 and increased the Repurchase Plan to $35.0 million in November 2016. The Repurchase Plan authorizes us to purchase from time to time our outstanding common stock and our previously outstanding warrants. Any shares and warrants purchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of our Board of Directors. These repurchases exclude shares repurchased to settle statutory employee tax withholding related to the exercise of stock options and vesting of stock awards. No repurchases were made under the Repurchase Plan during the six months ended June 30, 2025. We have cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 warrants for $14.7 million, since plan inception. All repurchases were made using cash resources. The balance for the Repurchase Plan was $12.0 million as of June 30, 2025. 

 30
 
 Repurchases of Securities 

 The following table represents information with respect to shares of common stock withheld from vesting's of stock-based compensation awards for employee income tax withholding for the periods indicated:

 Period 
 
 Total number of shares purchased 
 
 Average price paid per share 
 
 Dollar value of shares purchased as part of publicly announced plans or programs 
 
 Maximum dollar value of warrants and shares that may be purchased under approved plans or programs 
 
 April 1 through April 30, 2025
 
 1,879
 
 $
 
 8.15
 
 $
 
 -
 
 $
 
 11,974,787
 
 May 1 through May 31, 2025
 
 1,855
 
 10.50
 
 -
 
 11,974,787
 
 June 1 through June 30, 2025
 
 22,616
 
 11.24 
 
 -
 
 11,974,787
 
 Total
 
 26,350
 
 $
 
 -
 
 ITEM 3. 
 
 DEFAULTS UPON SENIOR SECURITIES 
 
 Not applicable.

 ITEM 4. 
 
 MINE SAFETY DISCLOSURES 
 
 Not applicable.

 ITEM 5. 
 OTHER INFORMATION 
 
 During the three months ended June 30, 2025, no director or Section 16 officer of the Company adopted, modified or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

 31
 
 ITEM 6. 
 
 EXHIBITS 
 
 Number 
 
 Description 
 
 Included 
 
 Form 
 
 Filing Date 
 
 4.1 
 
 First Supplemental Indenture, dated as of June 5, 2025, by and among Lindblad Expeditions Holdings, Inc., the other parties listed as New Guarantors thereto and Wilmington Trust, National Association, as trustee. 
 
 Herewith 
 
 4.2 
 
 Second Supplemental Indenture, dated as of June 5, 2025, by and among Lindblad Expeditions, LLC, the other parties listed as New Guarantors thereto and Wilmington Trust, National Association, as trustee. 
 
 Herewith 
 
 31.1
 
 Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 
 
 Herewith
 
 31.2
 
 Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 
 
 Herewith
 
 32.1
 
 Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
 
 Herewith
 
 32.2
 
 Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
 
 Herewith
 
 101.INS
 
 Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
 
 Herewith
 
 101.SCH
 
 Inline XBRL Taxonomy Extension Schema Document
 
 Herewith
 
 101.CAL
 
 Inline XBRL Taxonomy Extension Calculation Linkbase Document
 
 Herewith
 
 101.DEF
 
 Inline XBRL Taxonomy Extension Definition Linkbase Document
 
 Herewith
 
 101.LAB
 
 Inline XBRL Taxonomy Extension Label Linkbase Document
 
 Herewith
 
 101.PRE
 
 Inline XBRL Taxonomy Extension Presentation Linkbase Document
 
 Herewith
 
 104
 
 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
 32
 
 SIGNATURE 

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 4, 2025.

 LINDBLAD EXPEDITIONS HOLDINGS, INC. 
 
 (Registrant)
 
 By
 
 /s/ Natalya Leahy
 
 Natalya Leahy 
 
 Chief Executive Officer
 
 (Principal Executive Officer)
 
 By
 
 /s/ Frederick Goldberg
 
 Frederick Goldberg 
 
 Chief Financial Officer
 
 (Principal Financial and Accounting Officer)
 
 33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
LINDBLAD EXPEDITIONS HOLDINGS, INC. 10-Q
