What changed in this filing

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Item 1. Financial Statements

2025-08-04 compared with 2025-05-06 · 253 added, 163 removed, 676 unchanged (38% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

21 unchanged sentences

Accounts payable

10,686 13,860

Lease liabilities - current

10 unchanged sentences

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

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

62,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

80,580 78,155

4 unchanged sentences

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

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

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;

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

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

Additional paid-in capital

12 unchanged sentences

(In thousands, except share and per share data)

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Tour revenues

5 unchanged sentences

Total operating expenses

Operating income

Operating income (loss)

Other (expense) income:

4 unchanged sentences

Loss before income taxes

Income tax (benefit) expense

Net income (loss)

Net loss attributable to noncontrolling interest

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

Income tax expense (benefit)

Net income attributable to noncontrolling interest

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Series A redeemable convertible preferred stock dividend

7 unchanged sentences

(In thousands)

For the three months ended March 31,

Net income (loss)

For the three months ended June 30,

For the six months ended June 30,

Other comprehensive income:

Change in foreign currency translation adjustments

Total other comprehensive income

Total comprehensive income (loss)

comprehensive loss attributive to non-controlling interest

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

Total other comprehensive loss

Total comprehensive loss

comprehensive income attributive to non-controlling interest

Comprehensive loss attributable to Lindblad Expeditions Holdings, Inc.

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

6 unchanged sentences

Total Stockholders̛

Balance as of December 31, 2024

Balance as of March 31, 2025

Stock-based compensation

3 unchanged sentences

Series A preferred stock dividend

Net income attributable to Lindblad Expeditions Holdings, Inc.

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2025

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders'

Balance as of December 31, 2024

Stock-based compensation

Net activity related to equity compensation plans

Other comprehensive loss, net

Redeemable noncontrolling interest

Series A preferred stock dividend

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2025

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

LINDBLAD EXPEDITIONS HOLDINGS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders ’ Deficit

(In thousands, except share data)

Additional Paid-In

Total Stockholders’

Balance as of March 31, 2024

Stock-based compensation

Net activity related to equity compensation plans

Redeemable noncontrolling interest

Series A preferred shares dividend

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2024

Additional Paid-In

6 unchanged sentences

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of March 31, 2024

Balance as of June 30, 2024

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

3 unchanged sentences

(In thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash Flows From Operating Activities

Net income (loss)

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

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

Depreciation and amortization

16 unchanged sentences

Cash Flows From Financing Activities

Additional acquisition of redeemable noncontrolling interest

Repayments of long-term debt

14 unchanged sentences

NOTE 1 — BUSINESS AND BASIS OF PRESENTATION

Lindblad Expeditions Holdings, Inc.

and its consolidated subsidiaries’ (collectively, the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places.

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 currently operates the following two reportable business segments:

The Company operates the following two reportable business segments:

Lindblad Segment.

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

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

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 its Series A Redeemable Convertible Preferred Stock, par value of $ 0.0001 (“Preferred Stock”).

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

For the three months ended March 31, 2025, 0.8 million unvested restricted shares, 1.7 million shares issuable upon exercise of options and 8.6 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

For the three months ended March 31, 2024, 0.8 million unvested restricted shares, 2.2 million shares issuable upon exercise of options and 8.1 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

Earnings (loss) per share was calculated as follows:

For the three months ended March 31,

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,

(In thousands, except share and per share data)

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

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

12 unchanged sentences

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 revenue when received and are subsequently recognized as tour revenue over the duration of the expedition.

Guest deposits represent unearned revenues and are reported as unearned passenger 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 prior suspension or rescheduling of expeditions, the Company provided guests an option of either a refund or future travel certificates, which in some instances exceeded the original cash deposit.

The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs and includes an estimate of breakage based on historical behavior of the customer and/or time to expiration of the certificate.

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

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:

4 unchanged sentences

Additional contract liabilities in period

Balance as of March 31, 2025

Balance as of June 30, 2025

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

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Lindblad Segment

2025 2024 2025 2024

Guest ticket revenue:

7 unchanged sentences

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

For the three months ended March 31,

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:

$ 48,470 $ 36,718 $ 90,136 $ 66,900

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

Guest ticket revenue

1 unchanged sentence

Other tour revenue

2,662 1,978 5,598 4,230

Tour revenues

1 unchanged sentence

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

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

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 March 31,

As of June 30,

(In thousands)

6 unchanged sentences

Restricted cash consists of the following:

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

8 unchanged sentences

Prepaid expenses and other current assets are as follows:

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

6 unchanged sentences

NOTE 5 — LONG-TERM DEBT

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

11 unchanged sentences

$ 635,000 $ ( 7,727 ) $ 627,273 $ 635,000 $ ( 9,575 ) $ 625,425

For the three months ended March 31, 2025 and 2024, $ 0.9 million and $ 0.9 million, respectively, of deferred financing costs were charged to interest expense.

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.

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.

7 unchanged sentences

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”) rate 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 March 31, 2025, the Company had no borrowings under the Revolving Credit Facility.

As of June 30, 2025, the Company had no borrowings under the Revolving Credit Facility.

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

4 unchanged sentences

The 9.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

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

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

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

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

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

The Company was in compliance with its covenants in effect as of March 31, 2025.

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 March 31, 2025 to be $ 639.5 million based on the terms of the agreements and comparable market data as of March 31, 2025.

As of March 31, 2025 and December 31, 2024, other than derivative instruments and investments in securities, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

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

5 unchanged sentences

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 March 31, 2025.

The remaining balance for the Repurchase Plan was $ 12.0 million as of June 30, 2025.

Preferred Stock

6 unchanged sentences

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 March 31, 2025, recorded as reduction to preferred stock.

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

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

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.

NOTE 8 — STOCK BASED COMPENSATION

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

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

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

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

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

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

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 recipient until the performance and vesting conditions are met.

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

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

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.

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.

5 unchanged sentences

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 was calculated based on performance through December 31, 2023.

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

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.

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

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

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

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

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

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

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

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

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

3 unchanged sentences

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 does not obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options.

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.

7 unchanged sentences

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Beginning balance

$ 29,424 $ 37,784

Net loss attributable to noncontrolling interest

( 150 ) ( 231 )

Net income attributable to noncontrolling interest

Redemption value adjustment of put option

2,792 ( 860 )

( 310 ) ( 396 )

Redemption of put and/or call options

Ending balance

$ 31,756 $ 36,297

Charter Commitments

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

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

Future minimum payments on its charter agreements as of June 30, 2025 are as follows:

For the years ended December 31,

(In thousands)

2025 (nine months)

2025 (six months)

NOTE 11 — SEGMENT INFORMATION

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

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.

5 unchanged sentences

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

(unaudited) (unaudited)

Tour revenues:

7 unchanged sentences

Land Experiences

Operating income

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

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

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:

For the three months ended March 31,

Lindblad Segment

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

(unaudited) (unaudited)

Tour revenues

8 unchanged sentences

13,252 12,749 27,312 23,231

Operating income

Operating (loss) income

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

The following table presents the Land Experiences segment expenses:

For the three months ended March 31,

Land Experiences Segment

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

(unaudited) (unaudited)

Tour revenues

3 unchanged sentences

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 March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

(unaudited) (unaudited)

Depreciation and amortization:

1 unchanged sentence

Land Experiences:

823 458 1,460 863

599 430 1,197 860

Total depreciation and amortization

1 unchanged sentence

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

As of March 31, 2025

As of December 31, 2024

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

(In thousands)

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

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

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.

6 unchanged sentences

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.

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

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

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

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

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

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

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

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.

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

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

summit of Kilimanjaro, the Roof of Africa, with 30 years of experience and a commitment to environmental and social responsibility, and high-end lodging at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater.

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

First Quarter Highlights

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.

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Results of Operations — Consolidated

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

For the three months ended March 31,

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)

4 unchanged sentences

Depreciation and amortization

Operating income

Net income (loss)

Operating income (loss)

Undistributed loss per share available to stockholders:

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

Comparison of the Three and Six Months Ended June 30, 2025 and 2024 — Consolidated

Tour Revenues

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

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

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

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

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

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

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

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

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

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

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%.

Depreciation and Amortization

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

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

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

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

4 unchanged sentences

Land Experiences

Operating income

Operating income (loss)

Adjusted EBITDA:

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Available Guest Nights

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Calculation of Gross and Net Yield per Available Guest Night

For the three months ended March 31,

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)

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Operating income

Operating (loss) income

Cost of tours

5 unchanged sentences

Calculation of Gross and Net Cruise Cost

For the three months ended March 31,

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.

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Transaction-related costs

Reorganization costs

Adjusted Net Cruise Cost Excluding Fuel

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Adjusted Net Cruise Cost per Available Guest Night

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

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

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

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

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

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

The 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 March 31,

For the three months ended June 30,

For the six months ended June 30,

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

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

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.

Operating Income

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

Adjusted EBITDA

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

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) Income to Adjusted EBITDA — Consolidated

For the three months ended March 31,

Reconciliation of Net Loss to Adjusted EBITDA — Consolidated

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Net income (loss)

Interest expense, net

Income tax (benefit) expense

Income tax expense (benefit)

Depreciation and amortization

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Other (income) expense

Reorganization costs

Adjusted EBITDA

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.

Reconciliation of Operating Income to Adjusted EBITDA — Segments

Lindblad Segment

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Operating income

Operating (loss) income

Depreciation and amortization

1 unchanged sentence

Transaction-related costs

Reorganization costs

Adjusted EBITDA

Land Experiences Segment

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

2 unchanged sentences

Transaction-related costs

Stock-based compensation

Adjusted EBITDA

Liquidity and Capital Resources

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

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 March 31, 2025, we had $635.0 million in long-term debt obligations, including the current portion of long-term debt.

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

Sources and Uses of Cash for the Three Months Ended March 31, 2025 and 2024

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

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

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

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

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

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

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

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

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

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.

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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 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 our option, an adjusted SOFR rate plus a spread or a base rate plus a spread.

As of March 31, 2025, we had no borrowings under the Revolving Credit Facility.

As of June 30, 2025, we had no borrowings under the Revolving Credit Facility.

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

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The 9.00% Notes will mature on May 15, 2028, subject to earlier repurchase or redemption.

The net proceeds from the offering were used to prepay in full all outstanding borrowings under our prior senior secured credit agreements, to pay any related premiums and to terminate in full the prior senior secured credit agreements and the commitments thereunder.

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.

2 unchanged sentences

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

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

As of June 30, 2025, we were in compliance with the covenants currently in effect.

Preferred Stock

8 unchanged sentences

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

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

4 unchanged sentences

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

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

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

1 unchanged sentence

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.

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

There have been no significant changes to our accounting policies from those disclosed in the 2024 Annual Report.

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.

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

What changed 10-Q

Item 1. Financial Statements