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What changed in LINDBLAD EXPEDITIONS HOLDINGS, INC.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of LINDBLAD EXPEDITIONS HOLDINGS, INC.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+836 added−636 removedSource: 10-K (2024-03-06) vs 10-K (2023-03-10)

Top changes in LINDBLAD EXPEDITIONS HOLDINGS, INC.'s 2023 10-K

836 paragraphs added · 636 removed · 426 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

113 edited+15 added−20 removed111 unchanged
Biggest changeSome of the awards we earned during 2022 and 2021 are as follows: During 2022 ● Cond é Nast Traveler 's 2023 Gold List: The Best Cruise Ships in the World – National Geographic Endurance ● 2022 Cruise Critic Editors’ Picks Awards: Best Cruise Line in the Galápagos (Expedition Category) ● World Cruise Awards 2022: World’s Best Green Cruise Line ● Recommend Magazine 2022 Reader’s Choice Awards: Best Expedition Line (GOLD) ● Travel Weekly 2022 Magellan Awards: Cruise Marketing/Live Events – LIVE FROM ANTARCTICA with “Good Morning America” & Lindblad Expeditions (GOLD) ● Porthole Magazine 2022 Reader’s Choice Awards: Best Expedition Cruise Line ● 2022 Travvy Awards: Best Expedition Line (SILVER) ● 2022 Travvy Awards: Best New Expedition Ship – National Geographic Resolution (GOLD) ● Cond é Nast Traveler Reader's Choice Awards: Best Expedition Ships ● Virtuoso Best of the Best Travel Awards: Best Expedition Cruise Line ● USA TODAY 10Best Readers' Choice Travel Award: Best Adventure Cruise Lines ● Luxury Travel Advisor 's Readers' Choice Awards: Best Expedition Cruise Line ● Travel + Leisure Reader’s Choice Awards: “The 10 Best Intimate-ship Ocean Cruise Lines” ● USTOA Future Lights of the Tour Industry: Ana Esteves, VP of Hotel Operations, Lindblad Expeditions 6 ● 2022 Travel + Leisure World’s Best Awards: Best Tour Operators - DuVine Cycling + Adventure Company ● 2022 Travel + Leisure World’s Best Awards: Best Tour Operators - Classic Journeys During 2021 ● 2021 Travel Weekly Sustainability Award – Sven Lindblad, recipient of inaugural award ● Condé Nast Traveler’s 2021 Readers’ Choice Awards: #1 Small Ship Cruise Line ● 2021 USA TODAY 10Best Readers' Choice Travel Award: Best Adventure Cruise Lines ● 2021 Travel + Leisure World’s Best Awards: Top Small-ship Ocean Cruise Lines ● Recommend Magazine’s 2021 Readers’ Choice Awards: Best Expedition Cruise Lines ● Newsweek’s Future Travel Awards: Trips and Tour Operators: Natural Habitat When customers select an expedition provider for the types of journeys that we offer, we believe that being known as a trusted brand with extensive operating history and knowledge in the market is a significant competitive strength.
Biggest changeSome of the awards we earned during 2023 and 2022 are as follows: 2023 ● Good Housekeeping 2024 Family Travel Awards: “Wild Galapagos & Peru Escape” ● 2023 Travel + Leisure World’s Best Awards: Best Tour Operators Hall of Fame - Classic Journeys ● 2023 Travel + Leisure World’s Best Awards: Best Tour Operators - DuVine Cycling + Adventure Company ● 2023 Men's Health Travel Awards: Active Experiences: “Exploring Alaska’s Coastal Wilderness” ● 2023 Women's Health Travel Awards: Best Adventure Cruise: “Wild Alaska Escape: Haines, the Inian Islands, and Tracy Arm Fjord” ● Cond é Nast Traveler 's Reader's Choice Awards: Best Expedition Ships: Lindblad Expeditions ● Cond é Nast Traveler 's 2023 Gold List: The Best Cruise Ships in the World: National Geographic Endurance ● Cruise Critic Editors’ Picks Awards: Best in the Galápagos (Expedition) 6 ● Cruise Critic UK’s Editors’ Picks Awards: Best in the Galápagos (Expedition) ● Travel Weekly 2023 Gold Magellan Awards: Eco-Friendly "Sustainable" Cruise Ship (Cruise – Overall): National Geographic Endurance and National Geographic Resolution ● Travel Weekly 2023 Gold Magellan Awards: Non-Suite Cabin Design (Cruise – Expeditions): National Geographic Endurance and National Geographic Resolution ● Travel Weekly 2023 Gold Magellan Awards: Spa Design (Cruise – Expeditions): The Sanctuary on National Geographic Endurance and National Geographic Resolution ● Travel Weekly 2023 Gold Magellan Awards: Attractions (Cruise – Expeditions): Igloos on National Geographic Endurance and National Geographic Resolution ● Travel Weekly 2023 Gold Magellan Awards: Restaurant Design (Cruise – Expeditions): Cook’s Nook and the Zero-Waste Dinner on National Geographic Resolution ● HSMAI Adrian Silver Award: PR/Communication Campaign: Kids Under 21 Sail Free in the Arctic ● TravelAge West 2023 Wave Awards: Best Cruise Line for Antarctica Sailings: Lindblad Expeditions 2022 ● Cond é Nast Traveler 's 2023 Gold List: The Best Cruise Ships in the World – National Geographic Endurance ● 2022 Cruise Critic Editors’ Picks Awards: Best Cruise Line in the Galápagos (Expedition Category) ● World Cruise Awards 2022: World’s Best Green Cruise Line ● Recommend Magazine 2022 Reader’s Choice Awards: Best Expedition Line (GOLD) ● Travel Weekly 2022 Magellan Awards: Cruise Marketing/Live Events – LIVE FROM ANTARCTICA with “Good Morning America” & Lindblad Expeditions (GOLD) ● Porthole Magazine 2022 Reader’s Choice Awards: Best Expedition Cruise Line ● 2022 Travvy Awards: Best Expedition Line (SILVER) ● 2022 Travvy Awards: Best New Expedition Ship – National Geographic Resolution (GOLD) ● Cond é Nast Traveler Reader's Choice Awards: Best Expedition Ships ● Virtuoso Best of the Best Travel Awards: Best Expedition Cruise Line ● USA TODAY 10Best Readers' Choice Travel Award: Best Adventure Cruise Lines ● Luxury Travel Advisor 's Readers' Choice Awards: Best Expedition Cruise Line ● Travel + Leisure Reader’s Choice Awards: “The 10 Best Intimate-ship Ocean Cruise Lines” ● USTOA Future Lights of the Tour Industry: Ana Esteves, VP of Hotel Operations, Lindblad Expeditions ● 2022 Travel + Leisure World’s Best Awards: Best Tour Operators - DuVine Cycling + Adventure Company ● 2022 Travel + Leisure World’s Best Awards: Best Tour Operators - Classic Journeys 7 When customers select an expedition provider for the types of journeys that we offer, we believe that being known as a trusted brand with extensive operating history and knowledge in the market is a significant competitive strength.
We collaborate with National Geographic on expedition 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 expedition.
We collaborate with National Geographic on expedition planning and 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 expedition.
Natural Habitat, DuVine, Off the Beaten Path and Classic Journeys brands are seasonal businesses, with the majority of Natural Habitat’s tour revenue recorded in the third and fourth quarters from its summer season departures and polar bear tours, the majority of Off the Beaten Path and DuVine’s revenues are recorded during the second and third quarters from their spring and summer departures.
Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys brands are seasonal businesses, with the majority of Natural Habitat’s tour revenue recorded in the third and fourth quarters from its summer season departures and polar bear tours, the majority of Off the Beaten Path and DuVine’s revenues are recorded during the second and third quarters from their spring and summer departures.
During 2021 we further diversified our product portfolio, with the acquisitions of Off the Beaten Path, a land-based travel operator specializing in authentic national park experiences, DuVine, an international luxury cycling and adventure company focused on exceptional food and wine experiences, and Classic Journeys, a leading luxury walking tour company that offers highly curated active small-group and private custom journeys.
In 2021 we further diversified our product portfolio, with the acquisitions of Off the Beaten Path, a land-based travel operator specializing in authentic national park experiences, DuVine, an international luxury cycling and adventure company focused on exceptional food and wine experiences, and Classic Journeys, a leading luxury walking tour company that offers highly curated active small-group and private custom journeys.
All of our filings with the Securities and Exchange Commission, can be accessed free of charge through our website promptly after filing; however, in the event the website is inaccessible, we will provide paper copies of our most recent Annual Report on Form 10-K, the most recent Quarterly Report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments excluding exhibits, free of charge, upon request.
All of our filings with the Securities and Exchange Commission, can be accessed free of charge through our website promptly after filing; however, in the event the website is inaccessible, we will provide electronic or paper copies of our most recent Annual Report on Form 10-K, the most recent Quarterly Report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments excluding exhibits, free of charge, upon request.
Many of these 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 and Baja California’s Sea of Cortez and foster active engagement by guests. Each expedition ship also is fully equipped with state-of-the-art tools for in-depth exploration.
Many of these 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 and Baja California’s Sea of Cortez and foster active engagement by guests. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration.
Drydockings are typically planned during non-peak demand periods to minimize the adverse effect on revenue that results from ships being out of service. Suppliers Our largest capital expenditures are for ship acquisition and capital improvements. Our largest operating expenditures are for ship maintenance, payroll, fuel, food and beverage, travel agent services and advertising and marketing.
Drydockings are typically planned during non-peak demand periods to minimize the adverse effect on revenue that results from ships being out of service. 13 Suppliers Our largest capital expenditures are for ship acquisition and capital improvements. Our largest operating expenditures are for ship maintenance, payroll, fuel, food and beverage, travel agent services and advertising and marketing.
The quality of our offerings has enabled us to achieve and maintain premium pricing in the market instead of pursuing the type of discounting offered by most of the large cruise lines that are focused on the broader market. Our product offering, value proposition and differentiated pricing approach have enabled us to historically achieve high net yields and occupancy rates.
The quality of our offerings has enabled us to achieve and maintain premium pricing in the market instead of pursuing the type of discounting offered by most cruise lines that are focused on the broader market. Our product offering, value proposition and differentiated pricing approach have enabled us to historically achieve high net yields and occupancy rates.
The majority of these are active, immersive experiences, featuring unique itineraries across the globe and travel in intimate, small groups. 4 Natural Habitat Natural Habitat specializes in conservation-oriented adventures, providing life-enhancing forays into the natural world that feature wild habitats and the animals and people who live there.
The majority of these are active, immersive experiences, featuring unique itineraries across the globe and travel in intimate, small groups. Natural Habitat Natural Habitat specializes in conservation-oriented adventures, providing life-enhancing forays into the natural world that feature wild habitats and the animals and people who live there.
We continue to search for, and evaluate, distinctive locations to present new and exciting expedition itineraries for our guests. 3 In addition to our owned and operated ships, we deploy chartered vessels for various seasonal offerings and continually seek to optimize our charter fleet to balance our inventory with demand and maximize yields.
We continue to search for, and evaluate, distinctive locations to present new and exciting expedition itineraries for our guests. In addition to our owned and operated ships, we deploy chartered vessels for various seasonal offerings and continually seek to optimize our charter fleet to balance our inventory with demand and maximize yields.
Industry and Market We believe the specialty and small ship cruising segment of the cruise industry demonstrates the following positive fundamentals: Strong Growth in Specialty and Small Ship Cruising Segment The specialty and small ship cruising segment of the cruise industry is characterized by vessel size, unique itineraries, active adventures, gourmet culinary programs, highly personalized service and a more inclusive offering.
We believe the specialty and small ship cruising segment of the cruise industry demonstrates the following positive fundamentals: Strong Growth in Specialty and Small Ship Cruising Segment The specialty and small ship cruising segment of the cruise industry is characterized by vessel size, unique itineraries, active adventures, gourmet culinary programs, highly personalized service and a more inclusive offering.
We fund projects to utilize technologies including solar, wind, geothermal and hydropower to mitigate, sequester or remove carbon from the atmosphere, which are certified under one of the industry-recognized standards; (i) Verified Carbon Standard, (ii) Gold Standard VER or (iii) Certified Emission Reduction.
We fund projects to utilize technologies including solar, wind, geothermal and hydropower to mitigate, sequester or remove carbon from the atmosphere, which are certified under one of the industry- 15 recognized standards; (i) Verified Carbon Standard, (ii) Gold Standard VER or (iii) Certified Emission Reduction.
Most of the supplies that we require are available from numerous sources at competitive prices. 12 Insurance We maintain comprehensive insurance coverage at commercially reasonable rates and believe that our current coverage is at appropriate levels to protect against most of the risk involved in the conduct of our business.
Most of the supplies that we require are available from numerous sources at competitive prices. Insurance We maintain comprehensive insurance coverage at commercially reasonable rates and believe that our current coverage is at appropriate levels to protect against most of the risk involved in the conduct of our business.
Believing that educated people who saw things with their own eyes would be a potent force for the preservation of the places they visited, Lars-Eric Lindblad worked to promote conservation and restoration projects worldwide.
Believing that educated people who saw things with their own eyes would be a 5 potent force for the preservation of the places they visited, Lars-Eric Lindblad worked to promote conservation and restoration projects worldwide.
We expect our competition in the specialty cruise business to continue to increase in future years as the expedition cruising market continues to grow and large cruise operators seek access to the market through acquisitions or development of their own vessels and operations.
We expect our competition in the specialty cruise business to continue to increase in future years as the expedition cruising market continues to grow and large cruise operators continue to seek access to the market through acquisitions and the development of their own vessels and operations.
We are committed to building a community of different genders, races, ages, sexual orientations, chosen identities, and countries of origin where every person brings their whole 15 self to work and whose skills, talents and abilities are valued.
We are committed to building a community of different genders, races, ages, sexual orientations, chosen identities, and countries of origin where every person brings their whole self to work and whose skills, talents and abilities are valued.
Our marketing team encompasses broad and diverse skill sets including product and channel marketing, digital marketing, database marketing, copywriting and creative, video production and research and analytics. 11 Trip Pricing Our voyage prices typically include accommodations and all expedition activities and meals, other than items of a personal nature, such as airfare to and from an expedition, spa treatments and certain other specialized events or activities.
Our marketing team encompasses broad and diverse skill sets including product and channel marketing, digital marketing, database marketing, copywriting and creative, video production and research and analytics. 12 Trip Pricing Our voyage prices typically include accommodations and all expedition activities and meals, other than items of a personal nature, such as airfare to and from an expedition, spa treatments and certain other specialized events or activities.
Lindblad Expeditions’ Ships We operate a fleet of ten owned expedition vessels, along with five seasonal chartered ships, to provide our signature marine-based adventures to over 40 destinations on all seven continents, offering itineraries that last from four to over 30 days. The small size of our vessels allows them to reach places inaccessible to larger ships.
Lindblad Expeditions’ Ships We operate a fleet of ten owned expedition vessels, along with six seasonal chartered ships, to provide our signature marine-based adventures to over 40 destinations on all seven continents, offering itineraries that last from five to over 30 days. The small size of our vessels allows them to reach places inaccessible to larger ships.
Our mission is offering life-changing adventures around the world and pioneering innovative ways to allow our guests to connect with exotic and remote places. Our brands include Lindblad Expeditions, Natural Habitat, Inc. (“Natural Habitat”), DuVine Cycling + Adventure Company (“DuVine”), Off the Beaten Path, LLC (“Off the Beaten Path”) and Classic Journeys, LLC (“Classic Journeys”).
Our mission is to offer life-changing adventures around the world and pioneering innovative ways to allow our guests to connect with exotic and remote places. Our brands include Lindblad Expeditions, Natural Habitat, Inc. (“Natural Habitat”), Off the Beaten Path, LLC (“Off the Beaten Path”), DuVine Cycling + Adventure Company (“DuVine”) and Classic Journeys, LLC (“Classic Journeys”).
We also provide guests the opportunity to purchase pre- and post-expedition extensions or services that may include additional hotel nights, air travel, private transfers, excursions, land travel packages and travel protection insurance. 10 Sales and Marketing We place a strong emphasis on identifying the needs of our guests and creating expedition and travel opportunities that our guests value.
We also provide guests the opportunity to purchase pre- and post-expedition extensions or services that may include additional hotel nights, air travel, private transfers, excursions, land travel packages and travel protection insurance. 11 Sales and Marketing We place a strong emphasis on identifying the needs of our guests and creating expedition and travel opportunities that our guests value.
Our agent and affinity sales teams meet annually with hundreds of highly-targeted agents, at consortium conferences and training seminars, and in-person at agency offices, to provide hands-on training, support and product knowledge. The National Geographic relationship also serves as a significant channel for bookings for our expedition cruise business.
Our agent and affinity sales teams meet annually with hundreds of highly-targeted agents, at consortium conferences and training seminars, and in-person at agency offices, to provide hands-on training, support and product knowledge. The National Geographic relationship also serves as a significant channel for bookings for our expedition sailing business.
Competition For our ship-based expeditions, we compete with a number of cruise lines with competition varying by destination. The market is currently fragmented and primarily comprised of private operators. The primary competitors that operate in the geographic regions we serve include Compagnie du Ponant, Hurtigruten, Quark Expeditions, Silversea Expeditions, Seaborne and UnCruise Adventures.
Competition For our ship-based expeditions, we compete with a number of cruise lines with competition varying by destination. The market is currently fragmented and primarily comprised of private operators. The primary competitors that operate in the geographic regions we serve include Compagnie du Ponant, Hurtigruten Expeditions, Quark Expeditions, Silversea Expeditions, Seabourne Expeditions and UnCruise Adventures.
We believe that the alliance with National Geographic provides us with a substantial competitive advantage in the expedition market based on the brand enhancement, expanded marketing reach and the relationship with National Geographic’s experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, who join our expeditions.
We believe that the relationship with National Geographic provides us with a substantial competitive advantage in the expedition market based on the brand enhancement, expanded marketing reach and the relationship with National Geographic’s experts, including photographers, 8 writers, marine biologists, naturalists, field researchers and film crews, who join our expeditions.
We believe that our track record of high-quality expedition offerings, along with our history of providing in-depth and highly innovative itineraries, represent significant competitive advantages. Strategic Alliance with National Geographic We benefit from a longstanding relationship with the National Geographic, one of the world’s leading proponents of eco-tourism and natural history.
We believe that our track record of high-quality expedition offerings, along with our history of providing in-depth and highly innovative itineraries, represent significant competitive advantages. Longstanding Relationship with National Geographic We benefit from a longstanding relationship with National Geographic, one of the world’s leading proponents of eco-tourism and natural history.
We believe that by consistently delivering exceptional experiences to our guests, we have built a highly valuable and trusted brand in the expedition cruising and land-based expedition market, which attracts a growing number of discerning and affluent guests who are prepared to pay a premium for our offerings.
We believe that by consistently delivering exceptional experiences to our guests, we have built a highly valuable and trusted brand in the expedition cruising and land-based experiential travel market, which attracts a growing number of discerning and affluent guests who are prepared to pay a premium for our offerings.
All funds for these activities were donated by guests traveling aboard our fleet, proceeds from the sale of 500,000 of the Company’s common shares contributed by the Company, and online donations to the LEX-NH Fund made on the National Geographic Society’s website.
All funds for these activities were donated by guests traveling aboard our fleet, proceeds from the sale of 500,000 of the Company’s common shares contributed by the Company, and online donations to the LEX-NG Fund made on the National Geographic Society’s website.
We were also one of the first to develop an undersea exploration program as part of a small ship expedition utilizing state-of-the-art equipment and technology. Our land tour companies are led by leaders with over 100 years of combined experience in adventure travel. Each business offers best-in-class experiences within their respective niche of premium experiential travel.
We were also one of the first to develop an undersea exploration program as part of a small ship expedition utilizing state-of-the-art equipment and technology. Our land tour companies are led by nature and travel enthusiasts with over 100 years of combined experience in adventure travel. Each business offers best-in-class experiences within their respective niche of premium experiential travel.
This applies to every step of the process from the first engagement with a potential guest, through the booking process and travel preparations, the actual expedition, trip or adventure, whether onboard a vessel or on land explorations and tours, and once back at home.
This applies to every step of the process from the first engagement with a potential guest, through the booking process and travel preparations, during the expedition, trip or adventure, whether onboard a vessel or on land explorations and tours, and once back at home.
Historically, approximately 50% of Lindblad guests have previously sailed expeditions with us. We have closely aligned our Lindblad marketing efforts with National Geographic to maximize impact in the marketplace and have engaged in a co-branding strategy with respect to our owned vessels.
Historically, approximately 40% of Lindblad guests have previously sailed expeditions with us. We have closely aligned our Lindblad marketing efforts with National Geographic to maximize impact in the marketplace and have engaged in a co-branding strategy with respect to our owned vessels.
Experienced, local guides lead guests on journeys while viewing grizzly bears in Alaska, cycling through Tuscany, hiking in Zion, touring ancient ruins in the Amazon, rafting the Grand Canyon or taking in meals with locals in a Mediterranean village.
Experienced, local guides lead guests on journeys while viewing grizzly bears in Alaska, cycling through Tuscany, hiking in Zion National Park, touring ancient ruins in the Amazon, rafting the Grand Canyon or taking in meals with locals in a Mediterranean village.
We operate several websites, www.expeditions.com for our Lindblad expedition cruise offerings, www.nathab.com for our Natural Habitat nature adventures, www.duvine.com for our DuVine cycling adventures, www.offthebeatenpath.com for our Off the Beaten Path guided travel adventures and www.classicjourneys.com for our Classic Journeys handcrafted luxury walking tours.
We operate several websites, www.expeditions.com for our Lindblad expedition sailing offerings, www.nathab.com for our Natural Habitat nature adventures, www.offthebeatenpath.com for our Off the Beaten Path guided travel adventures, www.duvine.com for our DuVine cycling adventures and www.classicjourneys.com for our Classic Journeys handcrafted luxury walking tours.
Environmental Stewardship Our staff is involved in organizations such as the International Association of Antarctic Tour Operators and the Association of Arctic Expedition Cruise Operators, which seek to lead the tourism industry with management best practices for visiting places such as Antarctica and the Arctic.
Our staff is involved in organizations such as the International Association of Antarctic Tour Operators and the Association of Arctic Expedition Cruise Operators, which seek to lead the tourism industry with management best practices for visiting places such as Antarctica and the Arctic.
Our alliance with National Geographic includes a co-selling and co-marketing arrangement through which National Geographic promotes our expedition cruise offerings in its marketing campaigns across web-based, email, print and other marketing platforms and sells our expeditions through its internal travel division.
Our agreement with National Geographic includes a co-selling and co-marketing arrangement through which National Geographic promotes our expedition cruise offerings in its marketing campaigns across web-based, email, print and other marketing platforms and sells our expeditions through its internal travel division.
John M. Fahey, Jr., one of our board of directors, previously served as the Chairman and Chief Executive Officer of the National Geographic Society. Partnership with World Wildlife Fund Natural Habitat has partnered with the WWF, since 2003, to promote sustainable conservation travel that directly promotes and protects nature.
John M. Fahey, Jr., a member of our board of directors, previously served as the Chairman and Chief Executive Officer of the National Geographic Society. Partnership with World Wildlife Fund Natural Habitat has partnered with the WWF, since 2003, to promote sustainable conservation travel that directly promotes and protects nature.
We source our business through a combination of direct selling, travel agency networks and, at the Lindblad segment, through our strategic alliance with National Geographic. We invest in maintaining strong relationships with our key travel agency network partners and seek to maintain commission rates and incentive structures that are competitive within the marketplace.
We source our business through a combination of direct selling, travel agency networks and, at the Lindblad segment, through our agreement with National Geographic. We invest in maintaining strong relationships with our key travel agency network partners and seek to maintain commission rates and incentive structures that are competitive within the marketplace.
On our land experiences this could include an immersive viewing of polar bears preparing to hunt on the ice under the guide of an expert naturalist. 8 This intense focus on seeking to elevate the overall experience and engaging with guests has resulted in highly favorable customer feedback.
On our land experiences this could include an immersive viewing of polar bears preparing to hunt on the ice under the guidance of an expert naturalist. This intense focus on seeking to elevate the overall experience and engaging with guests has resulted in highly favorable customer feedback.
Green Marine provides the tools, certification structure, and reporting transparency to assist the company in its mission to continually improve environmental performance beyond regulations. In 2018, we eliminated guest-facing single-use plastics fleet-wide and we have been a carbon neutral company since 2019.
Green Marine provides the tools, certification structure, and reporting transparency to assist the company in its mission to continually improve environmental performance beyond regulations. In 2018, we eliminated guest-facing single-use plastics across the Lindblad fleet and have been a carbon neutral company since 2019.
WWF is one of the world’s leading conservation groups with over six million members globally. Natural Habitat’s exclusive license agreement with WWF allows Natural Habitat to use the WWF name, logo and select mailing list through December 2023 in return for a royalty fee.
WWF is one of the world’s leading conservation groups with over six million members globally. Natural Habitat’s exclusive license agreement with WWF allows Natural Habitat to use the WWF name, logo and select mailing list through 2028 in return for a royalty fee.
The following table presents summary information concerning the ships we currently operate and their primary traditional geographic operations: Vessel Name Date Built Guest Capacity Cabins Primary Areas of Operation Flag National Geographic Endeavour II 2005, renovated in 2016 96 50 Galápagos Islands Ecuador National Geographic Endurance 2020 126 69 Arctic, Antarctic, Greenland, Iceland, Northwest Passage and Norway Bahamas National Geographic Explorer 1982, rebuilt in 2008 148 81 Arctic, Antarctica, Canada, Europe, the British Isles and Patagonia/South America Bahamas National Geographic Islander II 1991, renovated in 2022 48 24 Galápagos Islands Ecuador National Geographic Orion 2003 102 53 South Pacific and Asia Bahamas National Geographic Quest 2017 96 50 Alaska, California Coast, Canada, the Pacific Northwest, Costa Rica and Panama U.S.A.
The following table presents summary information concerning the ships we currently operate and their primary traditional geographic operations: Vessel Name Date Built Guest Capacity Cabins Primary Areas of Operation Flag National Geographic Endeavour II 2005, renovated in 2016 96 50 Galápagos Islands Ecuador National Geographic Endurance 2020 138 75 Arctic, Antarctic, Greenland, Iceland, Northwest Passage and Norway Bahamas National Geographic Explorer 1982, rebuilt in 2008 148 81 Arctic, Antarctica, Canada, Europe and Patagonia/South America Bahamas National Geographic Islander II 1991, renovated in 2022 48 24 Galápagos Islands Ecuador National Geographic Orion 2003 102 53 South Pacific and Asia Bahamas National Geographic Quest 2017 100 50 Alaska, California Coast, Canada, the Pacific Northwest, Costa Rica and Panama U.S.A.
Elevate Brand Awareness and Loyalty The Lindblad brand is recognizable by our guests primarily due to our heritage, decades of sales and marketing investment and longstanding strategic alliance with National Geographic. We believe we have fostered strong guest and brand loyalty, as is evidenced by our high levels of repeat guests.
Elevate Brand Awareness and Loyalty The Lindblad brand is recognizable by our guests primarily due to our heritage, decades of sales and marketing investment and longstanding relationship with National Geographic. We believe we have fostered strong guest and brand loyalty, as is evidenced by our high levels of repeat guests.
Item 1. Business Overview Lindblad has been providing marine expedition adventures and travel experiences globally to its guests since 1979. Our expedition cruising and land-based adventure travel experiences foster a spirit of exploration and discovery using itineraries that feature up-close encounters with wildlife, nature, history and culture, and promote guest empowerment, human connections and interactivity.
Item 1. Business Overview Lindblad has been providing marine expedition adventures and travel experiences globally to its guests since 1979. Our expedition sailing and land-based adventure travel experiences foster a spirit of exploration and discovery through itineraries that feature up-close encounters with wildlife, nature, history and culture, and promote guest empowerment, human connections and interactivity.
It is our goal to provide guests with differentiated opportunities with an experienced expedition team that adds to the guests’ understanding and appreciation, through dedicated observation, insightful commentary and engaging presentations, weaving the expedition into a cohesive narrative.
It is our goal to provide guests with differentiated opportunities with an experienced expedition team or travel guide that adds to the guests’ understanding and appreciation, through dedicated observation, insightful commentary and engaging presentations, weaving the expedition into a cohesive narrative.
Additionally, there are large investments required to build new, sophisticated ships, long lead times necessary to construct new ships and limited newbuild shipyard capacity. Operators must also develop strong travel agent network partnerships and acquire local permits or licenses required to operate in a diverse range of geographies.
Additionally, there are significant capital investments and long lead times necessary to construct new, sophisticated ships, and limited newbuild shipyard capacity. Operators must also develop strong travel agent network partnerships and acquire local permits or licenses required to operate in a diverse range of geographies.
Off the Beaten Path, established in 1986, has over 35 years of experience connecting travelers to the combination of nature and culture of a destination, with a focus on avoiding crowds, opportunities for custom or select small group travel, while offering options for more active exploration. DuVine has been providing unique cycling adventure for two and a half decades.
Off the Beaten Path, established in 1986, has 38 years of experience connecting travelers to the combination of nature and culture of a destination, with a focus on avoiding crowds, opportunities for custom or select small group travel, while offering options for more active exploration. DuVine, since 1996, has been providing unique cycling adventure for two and a half decades.
All projects in our portfolio support the UN's established Sustainable Development Goals. 14 At Lindblad, our staff works with several organizations to promote sustainable seafood programs, including (i) the Monterey Bay Aquarium Seafood Watch program, whose scientific-based standards guide seafood producers, industry leaders, organizations, and governments around the globe to improve their fishing practices, (ii) a co-op in the Galápagos Islands committed to ocean conservation and sustainable, transparent practices minimizing negative impact on the ocean density, ocean floor and the by-catch of non-targeted species, and (iii) a company in Baja California, Mexico that works to foster a market for environmentally sustainable and socially responsible seafood by working with local fisher cooperatives, promoting good fishing management and sustainability of Mexico’s marine ecosystem.
At Lindblad, our staff works with several organizations to promote sustainable seafood programs, including (i) the Monterey Bay Aquarium Seafood Watch program, whose scientific-based standards guide seafood producers, industry leaders, organizations, and governments around the globe to improve their fishing practices, (ii) a co-op in the Galápagos Islands committed to ocean conservation and sustainable, transparent practices minimizing negative impact on the ocean density, ocean floor and the by-catch of non-targeted species, and (iii) a company in Baja California, Mexico that works to foster a market for environmentally sustainable and socially responsible seafood by working with local fisher cooperatives, promoting good fishing management and sustainability of Mexico’s marine ecosystem.
We also generate significant bookings from travel agents and wholesalers, representing approximately 28% of expedition cruise guest ticket revenue for 2022, 26% for 2021 and 30% for 2020. Agent outreach efforts are focused primarily on consortiums, or travel agent networks, which target affluent travelers. The three consortiums with which we have preferred partner agreements are Virtuoso, Signature and Ensemble.
We also generate significant bookings from travel agents and wholesalers, representing approximately 26% of expedition sailing guest ticket revenue for 2023, 28% for 2022, and 26% for 2021. Agent outreach efforts are focused primarily on consortiums, or travel agent networks, which target affluent travelers. The three consortiums with which we have preferred partner agreements are Virtuoso, Signature and Ensemble.
We currently charter five vessels for seasonal itineraries in the Amazon, Scotland, the Caribbean, the Mediterranean, Cambodia and Vietnam, and Egypt.
We currently charter vessels for seasonal itineraries in the Amazon, Cambodia and Vietnam, the Caribbean, Egypt, the Mediterranean Sea, and Scotland.
To offset the carbon footprint of our business (including fleet operations; expedition operations; staff and crew travel; waste; and other small but measurable sources of emissions), we work with South Pole, Inc., the world's leading developer of international emission reduction projects.
We offset the carbon footprint of our business (including fleet operations; expedition operations; staff and crew travel; waste; and other smaller but measurable sources of emissions), through our work with South Pole, Inc., the world's leading developer of international emission reduction projects.
The Lindblad/National Geographic alliance includes a co-selling and co-marketing arrangement through which National Geographic promotes our offerings in its marketing campaigns across web-based, email, print and other marketing platforms and sells our expeditions through its internal travel division.
The Lindblad/National Geographic brand license agreement includes a co-selling and co-marketing arrangement through which National Geographic promotes our offerings in its marketing campaigns across web-based, email, print and other marketing platforms and sells our expeditions through its internal travel division.
However, we have historically achieved strong occupancy rates including operating at 75%, 81% and 89% occupancies for the years ended December 31, 2022, 2021 and 2020, respectively, despite the impact of the COVID-19 pandemic.
However, we have historically achieved strong occupancy rates including operating at 77%, 75% and 81% occupancies for the years ended December 31, 2023, 2022 and 2021, respectively, despite the impact of the COVID-19 pandemic.
In 2018, we eliminated plastic straws. In 2019, Natural Habitat operated the World’s First Zero Waste Adventure in Yellowstone National Park, an ambitious quest to reduce waste so dramatically that all waste generated on a weeklong trip would fit into one quart-sized bottle.
In 2019, Natural Habitat operated the World’s First Zero Waste Adventure in Yellowstone National Park, an ambitious quest to reduce waste so dramatically that all waste generated on a weeklong trip would fit into one quart-sized bottle.
The Company promotes the health and wellness of its employees by strongly encouraging work-life balance and keeping the employee portion of health care premiums to a minimum, with no increase to benefit premiums for employees in 2023.
The Company promotes the health and wellness of its employees by strongly encouraging work-life balance and keeping the employee portion of health care premiums to a minimum, with a minimal increase to benefit premiums for employees in 2024.
Segments Lindblad Segment The Lindblad segment consists primarily of ship-based expeditions aboard customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thereby allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture.
Segments Lindblad Segment The Lindblad segment consists primarily of ship-based expeditions aboard customized, nimble and intimately-scaled vessels that are designed for discovery, enabling us to venture where larger cruise ships cannot, thereby allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture.
Delfin II* 2009 28 14 Amazon Peru Jahan* 2011 48 24 Vietnam and Cambodia Vietnam Lord of the Glens* 1985, renovated in 2016 48 26 Scotland UK Oberoi Philae* 1996, renovated in 2015 44 22 Egypt Egypt Sea Cloud* 1931, rebuilt in 1979, renovated in 2011 58 28 Caribbean and Mediterranean Malta __________ * Chartered Vessel For voyages beginning in 2024, we have added an additional charter vessel, the Sea Cloud II .
Delfin II* 2009 28 14 Amazon Peru Jahan* 2011 48 24 Vietnam and Cambodia Vietnam Lord of the Glens* 1985, renovated in 2016 48 26 Scotland UK Oberoi Philae* 1996, renovated in 2015 42 22 Egypt Egypt Sea Cloud* 1931, rebuilt in 1979, renovated in 2011 58 28 Caribbean and Mediterranean Seas Malta Sea Cloud II* 1998 88 44 Mediterranean Sea Malta __________ * Chartered Vessel For voyages beginning in 2025, we have added an additional charter vessel, the Sun Goddess .
Sven-Olof Lindblad, our founder and current Co-Chairperson of our board of directors, currently serves on the board of the Lindblad Expeditions–National Geographic Joint Fund for Exploration and Conservation (“LEX-NG Fund”) and previously served on the National Geographic Society’s International Council of Advisors, which was composed of individuals identified by the National Geographic Society as visionary leaders from a range of professions and industries across the globe that exemplify the intellectual curiosity and quest for adventure that has driven the National Geographic Society’s mission since 1888.
Sven-Olof Lindblad, our founder, Chief Executive Officer and member of our board of directors, currently serves on the board of the Lindblad Expeditions–National Geographic Joint Fund for Exploration and Conservation (“LEX-NG Fund”) and on the Board of Advisors for Pristine Seas, and previously served on the National Geographic Society’s International Council of Advisors, which was composed of individuals identified by the National Geographic Society as visionary leaders from a range of professions and industries across the globe that exemplify the intellectual curiosity and quest for adventure that has driven the National Geographic Society’s mission since 1888.
This included the delivery of two polar ice-class vessels, the National Geographic Resolution during 2021 and the National Geographic Endurance in 2020, more than doubling the size of our existing polar capacity, and the delivery of two new coastal vessels, the National Geographic Venture in 2018 and the National Geographic Quest in 2017, nearly tripling the capacity of our US-flagged fleet.
This new build program included the delivery of two custom built polar ice-class vessels, the National Geographic Resolution and the National Geographic Endurance , in 2021 and 2020, respectively, more than doubling the size of our existing polar capacity, and the delivery of two coastal vessels, the National Geographic Venture and the National Geographic Quest , in 2018 and 2017, respectively, nearly tripling the capacity of our US-flagged fleet.
Historically, the majority of our guests have been from the United States. Expedition cruise guests sourced from the U.S. represented approximately 94% of our total global expedition cruise guests’ ticket revenue in 2022, and 98% and 91% in 2021 and 2020, respectively.
Historically, the majority of our guests have been from the United States. Expedition sailing guests sourced from the U.S. represented approximately 94% of our total global expedition cruise guests’ ticket revenue in 2023 and 2022, and 98% in 2021.
At Natural Habitat, we have crafted our entire enterprise around the mission of conservation through exploration, protecting our planet by inspiring travelers, supporting local communities and boldly influencing the entire travel industry. Sustaining the world’s wild places and the people who live in and around them is integral to who we are.
Environmental Stewardship We have focused our entire enterprise around the mission of conservation through exploration, protecting our planet by inspiring travelers, supporting local communities and boldly influencing the entire travel industry. Sustaining the world’s wild places and the people who live in and around them is integral to who we are.
We operate four ships in Alaska during the summer months that then primarily travel south along the North American Pacific coastline to Baja California’s Sea of Cortez, Costa Rica and Panama for the winter. We also operate one ship with itineraries that sail primarily in the South Pacific and Asia.
We operate four ships in Alaska during the summer months that then primarily travel south along the North American Pacific coastline to Baja California’s Sea of Cortez, Costa Rica and Panama for the winter. We also operate a blue water ship that primarily sails itineraries in the South Pacific and Asia.
Our largest channel for expedition cruise guest bookings is direct contact, either by guests calling and speaking with our expedition specialists or requesting a reservation online at our website. The direct channel represented approximately 40% of expedition cruise guest ticket revenues for 2022 and 39% for 2021 and 2020.
Our largest channel for expedition sailing guest bookings is direct contact, either by guests calling and speaking with our expedition specialists or making a reservation online at our website. The direct channel represented approximately 46% of expedition cruise guest ticket revenues for 2023, 40% for 2022, and 39% in 2021.
Examples of expeditions include culture and history focused experiences in the Desert Southwest, exploring nearly all of the National Parks in the U.S. and Canada, hiking through the Dolomites, enjoying a family adventure in Patagonia’s Lake District and experiencing the culture, architecture and village life of Morocco.
Examples of expeditions include culture and history focused experiences in the Desert Southwest, exploring nearly all of the National Parks in the U.S. and Canada, hiking focused exploration of New Zealand’s South Island, enjoying a family adventure in Patagonia’s Lake District and experiencing the culture, architecture and village life of Morocco.
National Geographic Resolution 2021 126 69 Arctic, Antarctica, Greenland, Iceland, Northwest Passage and Norway Bahamas National Geographic Sea Bird 1981 62 31 Alaska, Baja California and the Pacific Northwest U.S.A. National Geographic Sea Lion 1982 62 31 Alaska, Baja California, the Pacific Northwest and Belize U.S.A. National Geographic Venture 2018 96 50 Alaska, California Coast and Baja California U.S.A.
National Geographic Resolution 2021 138 75 Arctic, Antarctica, Greenland, Iceland, Northwest Passage, Norway and Patagonia Bahamas National Geographic Sea Bird 1981 62 31 Alaska, Baja California and the Pacific Northwest U.S.A. National Geographic Sea Lion 1982 62 31 Alaska, Baja California, the Pacific Northwest and Belize U.S.A. National Geographic Venture 2018 100 50 Alaska, California Coast and Baja California U.S.A.
We believe we can explore farther and in a more meaningful way by actively creating a more diverse and inclusive organization where everyone feels that they belong. As of December 31, 2022, together with our subsidiaries, we had approximately 890 employees, including approximately 460 shipboard employees, and approximately 400 full-time and 20 part-time employees in our shoreside operations.
We believe we can explore farther and in a more meaningful way by actively creating a more diverse and inclusive organization where everyone feels that they belong. As of December 31, 2023, together with our subsidiaries, we had approximately 950 employees, including approximately 440 shipboard employees, and approximately 485 full-time and 25 part-time employees in our shoreside and land operations.
Together with our guests, since the Fund was established in 2008, we have granted $18 million to a variety of projects supporting the regions we visit. Since we and the National Geographic Society together cover the LEX-NG Fund’s operating costs, 100% of guest contributions go directly to on-the-ground projects.
Together with our guests, since the Fund was established in 2008, we have awarded $22 million to local, regional and global projects supporting the regions we visit, and beyond. Since we and the National Geographic Society together cover the LEX-NG Fund’s operating costs, 100% of guest contributions go directly to on-the-ground projects.
Off the Beaten Path ’ s adventures average 10 or fewer guests per trip, focus on outdoor activity, including wildlife viewing, hiking, rafting, snorkeling, kayaking and snowshoeing, and offer comprehensive pre-trip materials paired with experienced, friendly guides. Classic Journeys' tours run between five and 10 days, traveling with an average of 10 or fewer guests.
Off the Beaten Path ’ s adventures average 10 or fewer guests per trip, focus on outdoor activity, including wildlife viewing, hiking, rafting, snorkeling, kayaking and snowshoeing, and offer comprehensive pre-trip materials paired with experienced, friendly guides.
The Galápagos Islands are a year-round destination offering a diverse variety of marine, land and airborne wildlife. Our offerings appeal to a wide range of travelers, both individuals and families, with affluent individuals in the U.S. aged 50 years or older representing our largest demographic category.
The Galápagos Islands are a year-round destination offering a diverse variety of marine, land and airborne wildlife. Our offerings appeal to a wide range of travelers, both individuals and families, with affluent individuals in the U.S. aged 50 years or older representing our largest demographic category. We lead life-changing expeditions helping curious travelers experience the world from a new perspective.
Competitive Strengths Our management team believes the following characteristics of our business model enables us to successfully execute our strategy: Strong Track Record, Expertise and Name Recognition Our leadership and expertise today are built on the Lindblad family’s decades of experience in expedition adventure travel.
Competitive Strengths Our management team believes the following characteristics of our business model enables us to successfully execute our strategy: Strong Track Record, Expertise and Name Recognition Our leadership and expertise today are built on the Lindblad family’s decades of experience in expedition adventure travel. Sven-Olof Lindblad, our Founder and Chief Executive Officer, comes from a rich expedition heritage.
In 2008, the LEX-NG Fund was established to support ocean conservation, the restoration of marine and coastal habitats and environmental stewardship.
In 2008, the LEX-NG Fund was established to support ocean conservation, the restoration of marine and coastal habitats and environmental stewardship in the regions visited by our fleet, and beyond.
Off the Beaten Path offers active small-group and private custom journeys throughout North America, Europe, Africa, Australia, Central and South America and the South Pacific, ranging from five to 32 days.
Off the Beaten Path offers active small-group and private custom journeys throughout North America, Central and South America, Oceania, Europe and Africa, ranging from seven to 29 days.
Despite this anticipated growth, we believe the specialty cruise industry still has low penetration levels compared to similar land-based vacations, which we believe highlights the continued growth potential for the specialty cruise market.
Despite the growth thus far in the overall ship-based travel market, we believe the specialty cruise industry still has low penetration levels compared to similar land-based vacations, which we believe highlights the continued growth potential for the specialty cruise market.
In addition to other U.S.-based adventures such as ranch vacations and fly-fishing expeditions, Off the Beaten Path’s small-group product offerings include international expeditions across Europe, Africa, Australia, Central and South America and the South Pacific. Examples of international expeditions include hiking through the Dolomites, family adventures in Patagonia’s Lake District and experiencing the culture, architecture and village life of Morocco.
In addition to other U.S.-based adventures such as ranch vacations and fly-fishing expeditions, Off the Beaten Path has extensive international expeditions in Central and South America, Oceania (predominantly New Zealand and Australia), Europe and Africa. Examples of international expeditions include hiking through the Dolomites, family adventures in Patagonia’s Lake District and experiencing the culture, architecture and village life of Morocco.
Our operations and ships are regularly audited by internal and external authorities, maintaining the required certificates of compliance within the ISM Code. 16 Our ships comply with strict national and international security requirements.
The ISM Code is mandatory for all vessels, including passenger vessel operators. Our operations and ships are regularly audited by internal and external authorities, maintaining the required certificates of compliance within the ISM Code. Our ships comply with strict national and international security requirements.
They are designed with a variety of public areas that offer views for passing landscape, and observing wildlife and large dining rooms and lounges that form part of the social hubs of the ships, featuring presentation space for exploration recaps. The multiple public spaces on each vessel permitted the ability to social distance during the COVID-19 pandemic.
They are designed with a variety of public areas that offer views for passing landscape, and observing wildlife and large dining rooms and lounges that form part of the social hubs of the ships, featuring presentation space for exploration recaps.
We operate three polar vessels that serve primarily in Antarctica during the northern hemisphere winter, in the Arctic during the northern hemisphere summer and various destinations during the intermediate months.
We currently operate two vessels providing itineraries in the Galápagos Islands throughout the year. We operate three polar vessels that serve primarily in Antarctica during the northern hemisphere winter, in the Arctic during the northern hemisphere summer and various destinations during the intermediate months.
In the case of a corporation: (i) the corporation must be organized under the laws of the U.S. or of a state, territory or possession thereof; (ii) each of the chief executive officer and the chairman of the board of directors of such corporation, and each person authorized to act in the absence or disability of such persons, must be a U.S. citizen; (iii) no more than a minority of the number of directors of such corporation necessary to constitute a quorum for the transaction of business can be non-U.S. citizens; and (iv) at least 75% of each class or series of stock in such corporation must be beneficially owned by U.S. citizens.
In the case of a corporation: (i) the corporation must be organized under the laws of the U.S. or of a state, territory or possession thereof; (ii) each of the chief executive officer and the chairman of the board of directors of such corporation, and each person authorized to act in the absence or disability of such persons, must be a U.S. citizen; (iii) no more than a minority of the number of directors of such corporation necessary to constitute a quorum for the transaction of business can be non-U.S. citizens; and (iv) at least 75% of each class or series of stock in such corporation must be beneficially owned by U.S. citizens. 18 Labor Regulations The International Labour Organization, (“ILO”) an agency of the United Nations that develops worldwide employment standards, adopted a Consolidated Maritime Labour Convention (the “Convention”) in 2006, which became effective in August 2013.
Excursions average six days and every tour has an opportunity to discover the character of a region thanks to well-connected local guides, small groups of 14 or fewer guests, and top-quality bikes and support.
Excursions average six days and every tour has an opportunity to discover the character of a region thanks to well-connected local guides, small groups of 14 or fewer guests, and top-quality bikes and support. Classic Journeys delivers handcrafted walking tours featuring expert local guides who know the most cinematic footpaths in the region.
Our net yield per available guest night is driven by our offerings, premium pricing and ancillary guest revenue, such as pre- or post-voyage trip extensions, add-on optional activities, trip insurance and onboard spend.
Our net yield per available guest night is driven by our offerings, premium pricing and ancillary guest revenue, such as pre- or post-voyage trip extensions, add-on optional activities, trip insurance and onboard spend. At the Lindblad segment, net yield per available guest night was $1,097, $974 and $879 in 2023, 2022 and 2021, respectively.
Recognized as a multi-time World’s Best Tour Operator by Travel + Leisure Magazine, Classic’s trips feature curated walks, handcrafted itineraries, expert local guides, small groups, enchanting accommodations, eating like, and with, the locals, and regenerative travel.
Recognized as a multi-time World’s Best Tour Operator by Travel + Leisure Magazine, Classic Journeys was inducted into the Travel + Leisure Magazine Hall of Fame in 2023 for sustained excellence. Classic Journeys’ trips feature curated walks, handcrafted itineraries, expert local guides, small groups, enchanting accommodations, eating like and with the locals, and regenerative travel.
The strategic alliance, which began in 2004, is built on our shared interest in education, exploration, research, storytelling, technology and conservation. Founded in 1888, the National Geographic Society is one of the largest non-profit scientific and educational institutions in the world with interests ranging from geography, archaeology and natural science, to the promotion of environmental and historical conservation.
Founded in 1888, the National Geographic Society is one of the largest non-profit scientific and educational institutions in the world with interests ranging from geography, archaeology and natural science, to the promotion of environmental and historical conservation.
We satisfy these requirements with respect to our U.S.-embarking expeditions of the National Geographic Sea Bird , National Geographic Sea Lion , National Geographic Quest, National Geographic Venture , National Geographic Endurance, and the National Geographic Resolution through an escrow account for passenger deposits and through our liability insurers. 17 Regulations Regarding Protection of Disabled Persons Our U.S.-flagged vessels, the National Geographic Sea Bird , National Geographic Sea Lion , National Geographic Quest, and the National Geographic Venture are subject to the Americans with Disabilities Act (“ADA”), which creates affirmative requirements intended to facilitate access by disabled persons.
Regulations Regarding Protection of Disabled Persons Our U.S.-flagged vessels, the National Geographic Sea Bird , National Geographic Sea Lion , National Geographic Quest, and the National Geographic Venture are subject to the Americans with Disabilities Act (“ADA”), which creates affirmative requirements intended to facilitate access by disabled persons.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to the Demand for Expedition Travel Events and conditions around the world, including war and other military actions, such as the Russian/Ukraine conflict, inflation, higher fuel prices, higher interest rates and other general concerns about the state of the economy or other events impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for expedition travel, impacting our operating costs and profitability.
Biggest changeRisks Related to the Demand for Expedition Travel Events and conditions around the world, including war and other military actions, such as the civil unrest in Ecuador, the Israel-Hamas war, the ongoing conflict between Russia and Ukraine, inflation, higher fuel prices, higher interest rates and other general concerns about the state of the economy or other events impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for expedition travel, negatively impacting our operating costs and profitability. 19 We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, most recently the civil unrest in Ecuador, the war between Israel and Hamas, the continuing conflict resulting from the Russian invasion of Ukraine, and other general concerns.
We also continue to make substantial capital expenditures to increase the size of our fleet by constructing or modifying vessels and may acquire existing vessels from other parties in the future.
We also may continue to make substantial capital expenditures to increase the size of our fleet by constructing or modifying vessels and may acquire existing vessels from other parties in the future.
Vessel building, modification and repairs are subject to risks of delay or cost overruns caused by conditions beyond our control including, but not limited to, one or more of the following: ● unforeseen engineering or construction problems; ● changes to design specifications; ● delays or unanticipated shortages with respect to necessary materials, equipment or skilled labor; ● inability to obtain the requisite permits, approvals or certifications from governmental authorities and the applicable classification society upon completion of work; ● financial difficulties of the shipyard building a vessel, including bankruptcy; ● lack of shipyard availability; ● work stoppages; ● weather interference; and ● unforeseen changes in any vessel review and/or approval processes or methodologies by authorities.
Vessel building, modification and repairs are subject to risks of delay or cost overruns caused by conditions beyond our control including, but not limited to, one or more of the following: 22 ● unforeseen engineering or construction problems; ● changes to design specifications; ● delays or unanticipated shortages with respect to necessary materials, equipment or skilled labor; ● inability to obtain the requisite permits, approvals or certifications from governmental authorities and the applicable classification society upon completion of work; ● financial difficulties of the shipyard building a vessel, including bankruptcy; ● lack of shipyard availability; ● work stoppages; ● weather interference; and ● unforeseen changes in any vessel review and/or approval processes or methodologies by authorities.
To the extent that the above trust transfer provisions would be ineffective for any reason, our Amended Certificate provides that, if the percentage of the shares of any class or series of capital stock owned (of record or beneficially) by non-U.S. citizens is known to us to be in excess of 22% for such class or series, we, in our sole discretion, shall be entitled to redeem all or any portion of such shares most recently acquired (as determined by us in accordance with guidelines that are set forth in our Amended Certificate), by non-U.S. citizens, or owned (of record or beneficially) by non-U.S. citizens as a result of a change in citizenship status, in excess 32 of such permitted percentage for such class or series at a redemption price based on a fair market value formula that is set forth in our Amended Certificate.
To the extent that the above trust transfer provisions would be ineffective for any reason, our Amended Certificate provides that, if the percentage of the shares of any class or series of capital stock owned (of record or beneficially) by non-U.S. citizens is known to us to be in excess of 22% for such class or series, we, in our sole discretion, shall be entitled to redeem all or any portion of such shares most recently acquired (as determined by us in accordance with guidelines that are set forth in our Amended Certificate), by non-U.S. citizens, or owned (of record or beneficially) by non-U.S. citizens as a result of a change in citizenship status, in excess of such permitted percentage for such class or series at a redemption price based on a fair market value formula that is set forth in our Amended Certificate.
Due to concern over the risk of climate change or otherwise, the United States and various state and foreign government or regulatory agencies have enacted or are considering new environmental regulations or policies, such as requiring the use of low sulfur fuels, increasing fuel efficiency requirements, further restricting emissions, or other initiatives to limit greenhouse gas emissions compliance with changes in such laws, regulations and obligations could increase costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or 24 administer and manage a greenhouse gas emissions program.
Due to concern over the risk of climate change or otherwise, the United States and various state and foreign government or regulatory agencies have enacted or are considering new environmental regulations or policies, such as requiring the use of low sulfur fuels, increasing fuel efficiency requirements, further restricting emissions, or other initiatives to limit greenhouse gas emissions compliance with changes in such laws, regulations and obligations could increase costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program.
The availability of ports and destinations is affected by a number of factors, including existing capacity constraints, constraints related to the size of certain ships, and regulations, security, environmental and health concerns, adverse weather conditions and natural disasters, financial limitations on port development, exclusivity arrangements that ports may have, geopolitical developments, such as the Russia/Ukraine conflict, local governmental regulations and local community concerns about port development and other adverse impacts on their communities from additional tourists and overcrowding.
The availability of ports and destinations is affected by a number of factors, including existing capacity constraints, constraints related to the size of certain ships, and regulations, security, environmental and health concerns, adverse weather conditions and natural disasters, financial limitations on port development, exclusivity arrangements that ports may have, geopolitical developments, such as the Russia/Ukraine conflict, local governmental regulations and local community concerns about 23 port development and other adverse impacts on their communities from additional tourists and overcrowding.
In addition, we may not receive the expected demand for our newly constructed or acquired vessels, which could have an adverse impact on our operations. 22 Although we believe we can access sufficient liquidity to fund our maintenance, investments, including new ship construction and vessel modification, and obligations as expected, there can be no assurances to that effect.
In addition, we may not receive the expected demand for our newly constructed or acquired vessels, which could have an adverse impact on our operations. Although we believe we can access sufficient liquidity to fund our maintenance, investments, including new ship construction and vessel modification, and obligations as expected, there can be no assurances to that effect.
Furthermore, any failure to comply with data privacy, security or other laws and regulations could result in claims, legal or regulatory proceedings, inquiries or investigations. As cyber threats are continually evolving, our controls and procedures may become inadequate, and we may be required to devote additional resources to modifying or enhancing our systems in the future.
Furthermore, any 27 failure to comply with data privacy, security or other laws and regulations could result in claims, legal or regulatory proceedings, inquiries or investigations. As cyber threats are continually evolving, our controls and procedures may become inadequate, and we may be required to devote additional resources to modifying or enhancing our systems in the future.
We carry business interruption insurance to transfer standard insurable risks for our shoreside operations and cyber liability for our 25 information systems . Any losses or damages incurred by us in excess of our insurance coverage could have an adverse impact on our results of operations. Fluctuations in foreign currency exchange rates could affect our financial results .
We carry business interruption insurance to transfer standard insurable risks for our shoreside operations and cyber liability for our information systems . Any losses or damages incurred by us in excess of our insurance coverage could have an adverse impact on our results of operations. Fluctuations in foreign currency exchange rates could affect our financial results .
We are also subject to additional premium assessments including, but not limited to, investment or underwriting shortfalls experienced by the P&I Club. If we were to 27 sustain significant losses in the future, our ability to obtain insurance coverage at all or at commercially reasonable rates could be materially adversely affected.
We are also subject to additional premium assessments including, but not limited to, investment or underwriting shortfalls experienced by the P&I Club. If we were to sustain significant losses in the future, our ability to obtain insurance coverage at all or at commercially reasonable rates could be materially adversely affected.
Any substantial changes in international corporate tax policies, enforcement activities or legislative initiatives may materially and adversely affect our business, the amount of taxes we are required to pay and our financial condition and results of operations generally. Restrictions on travel or access to certain protected or preserved areas could adversely affect our business.
Any substantial changes in international corporate tax policies, enforcement activities or legislative initiatives may materially and adversely affect our business, the amount of taxes we are required to pay and our financial condition and results of operations generally. 28 Restrictions on travel or access to certain protected or preserved areas could adversely affect our business.
The GDPR imposes, among other things, data protection requirements that include strict obligations and 28 restrictions on the ability to collect, analyze and transfer EU personal data, a requirement for prompt notice of data breaches to effected subjects and supervisory authorities in certain circumstances, and possible substantial fines for any violations (including possible fines for certain violations).
The GDPR imposes, among other things, data protection requirements that include strict obligations and restrictions on the ability to collect, analyze and transfer EU personal data, a requirement for prompt notice of data breaches to effected subjects and supervisory authorities in certain circumstances, and possible substantial fines for any violations (including possible fines for certain violations).
A failure to comply with the ISM Code may subject us to increased liability, invalidate existing insurance or decrease available insurance coverage for the affected vessels and result in a denial of access to or detention in certain ports, all of which could materially and adversely affect our results of operations and liquidity.
A failure to comply with the ISM Code may subject us to increased liability, invalidate existing insurance or 29 decrease available insurance coverage for the affected vessels and result in a denial of access to or detention in certain ports, all of which could materially and adversely affect our results of operations and liquidity.
If redeployments and new expeditions do not attract as many guests as past expeditions or if there is a delay in finalizing or marketing the new itineraries, our business and operating results may be adversely affected. Failure to develop the value of our brands and differentiate our products could adversely affect our results of operations.
If redeployments and new expeditions do not attract as many guests as past expeditions or if there is a delay in finalizing or marketing the new itineraries, our business and operating results may be adversely affected. 24 Failure to develop the value of our brands and differentiate our products could adversely affect our results of operations.
Our capital expenditure and operating costs, including food, hotel, payroll, fuel, maintenance and repair, airfare, taxes, insurance and security costs, have risen throughout 2022 and are subject to future increases due to market forces, inflation, supply chain disruptions and economic or political conditions or other factors beyond our control.
Our capital expenditure and operating costs, including food, hotel, payroll, fuel, maintenance and repair, airfare, taxes, insurance and security costs, have risen throughout 2022 and 2023 and are subject to future increases due to market forces, inflation, supply chain disruptions and economic or political conditions or other factors beyond our control.
If we are unable to adequately address these risks, our financial position and results of operations could be adversely affected, including potentially impairing the value of our ships, goodwill and other assets. 23 Operating globally also exposes us to numerous and sometimes conflicting legal and regulatory requirements.
If we are unable to adequately address these risks, our financial position and results of operations could be adversely affected, including potentially impairing the value of our ships, goodwill and other assets. Operating globally also exposes us to numerous and sometimes conflicting legal and regulatory requirements.
We have been and may continue to be impacted by inflation, higher fuel prices, higher interest rates and supply chain disruptions and may also be impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.
We have been and may continue to be impacted by inflation, higher fuel prices, higher interest rates and supply chain disruptions and may also be negatively impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.
We have been and may continue to be impacted by inflation, higher fuel prices, higher interest rates and supply chain disruptions and may also be impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.
We have been and may continue to be impacted by inflation, higher fuel prices, higher interest rates and supply chain disruptions and may also be impacted by adverse changes in the 20 perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.
A loss of key executives or other key employees or disruptions among our personnel could adversely affect our results of operations. We rely on third-party providers of various services integral to the operation of our businesses. These third parties may act in ways that could harm our business.
A loss of key executives or other key employees or disruptions among our personnel could adversely affect our results of operations. 26 We rely on third-party providers of various services integral to the operation of our businesses. These third parties may act in ways that could harm our business.
Any failure to replace any counterparties under these circumstances may result in additional costs to us or an ineffective instrument. 30 We may not be able to obtain sufficient financing or capital for our needs or may not be able to do so on terms that are acceptable or consistent with our expectations.
Any failure to replace any counterparties under these circumstances may result in additional costs to us or an ineffective instrument. We may not be able to obtain sufficient financing or capital for our needs or may not be able to do so on terms that are acceptable or consistent with our expectations.
Upon such an occurrence, there could be no assurance that we would have sufficient liquidity to repay or the ability to refinance the borrowings under our outstanding debt instruments or settle other outstanding contracts if such amounts were accelerated upon an event of default.
Upon such an occurrence, there could be no assurance that we would have sufficient liquidity to repay or the ability to refinance the borrowings under our outstanding debt instruments or settle other outstanding contracts if such amounts 31 were accelerated upon an event of default.
Further, if we are unable to repay, refinance or restructure our secured debt (including the notes), the holders of such debt could proceed against the collateral securing such indebtedness. If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.
Further, if we are unable to repay, refinance or restructure our secured debt (including the notes), the holders of such debt could proceed against the collateral securing such indebtedness. If we default on our obligations to pay our other indebtedness, we may not be able to make payments on our outstanding notes.
Demand for our expeditions may also be influenced by geopolitical events. Unfavorable conditions, such as cross-border conflicts, civil unrest and governmental changes, health pandemics and other events can decrease consumer demand and result in reduced pricing for expeditions in areas affected by such conditions.
Demand for our expeditions may also be influenced by geopolitical events. Unfavorable conditions, such as cross-border conflicts, war, civil unrest and governmental changes, health pandemics and other events can decrease consumer demand and result in reduced pricing for expeditions in areas affected by such conditions.
If, upon the maturity date, other arrangements prohibit us from repaying the Notes, we could try to obtain waivers of such prohibitions from the lenders and holders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions.
If, upon the maturity date, other arrangements prohibit us from repaying the outstanding notes, we could try to obtain waivers of such prohibitions from the lenders and holders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions.
The instruments governing our debt may also contain cross default provisions or cross acceleration provisions that could cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument.
The instruments governing our debt also contain cross default provisions or cross acceleration provisions that could cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument.
Accordingly, our ability to service our debt, depends on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash, whether in the form 31 of dividends, loans or otherwise, to pay amounts due on our obligations.
Accordingly, our ability to service our debt, depends on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash, whether in the form of dividends, loans or otherwise, to pay amounts due on our obligations.
Travel restrictions have materially adversely impacted our business and operations, and 19 existing or new travel restrictions or lower guest demand would have a material adverse impact on our results of operations, financial condition and liquidity.
Travel restrictions have materially adversely impacted our business and operations, and existing or new travel restrictions or lower guest demand would have a material adverse impact on our results of operations, financial condition and liquidity.
We must make substantial capital expenditures to maintain and/or expand our fleet, and we may not be able to obtain sufficient financing or capital on favorable terms or at all. We must make substantial capital expenditures to maintain our fleet in good working order. Maintenance capital expenditures include those associated with dry docking a vessel or modifying an existing vessel.
We must make substantial capital expenditures to maintain and/or expand our fleet, and we may not be able to obtain sufficient financing or capital on favorable terms or at all. We must make substantial capital expenditures to maintain our fleet in good working order. Maintenance capital expenditures include those associated with drydocking a vessel or modifying an existing vessel.
Natural Habitat partners with WWF to offer conservation travel through a license agreement that allows Natural Habitat to use the WWF name and logo in return for a royalty fee, through December 2023.
Natural Habitat partners with WWF to offer conservation travel through a license agreement that allows Natural Habitat to use the WWF name and logo in return for a royalty fee, through December 2028.
In addition, the industry has already been and may again in the future be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, which requirements may be costly and take a significant amount of time to implement across our expedition fleet and operations or result in cancellations.
In addition, the industry may again in the future be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, which requirements may be costly and take a significant amount of time to implement across our expedition fleet and operations or result in cancellations.
In addition, changes in the availability of commercial airline services (whether due to price increases, COVID-19 issues, a reduction in direct flights, flight cancellations or other factors) could adversely affect our guests’ ability to obtain air transport, which could adversely affect our results of operations.
In addition, changes in the availability of commercial airline services (whether due to price increases, a reduction in direct flights, flight cancellations or other factors) could adversely affect our guests’ ability to obtain air transport, which could adversely affect our results of operations.
Pursuant to such agreements, our owned vessels contain the phrase “National Geographic” in their names, we have access to certain of National Geographic’s marks and images for advertising purposes, and we and our guests have access to National Geographic photographers, naturalists and other experts.
Pursuant to the agreement, our owned vessels contain the phrase “National Geographic” in their names, we have access to certain of National Geographic’s marks and images for advertising purposes, and we and our guests have access to National Geographic photographers, naturalists and other experts.
The National Geographic relationship also serves as a significant channel for bookings for our expedition cruise business. Our alliance with National Geographic includes a co-selling and co-marketing arrangement through which National Geographic promotes our expedition cruise offerings in its marketing campaigns across web-based, email, print and other marketing platforms and sells our expeditions through its internal travel division.
The National Geographic agreement also serves as a significant channel for bookings for our expedition sailing business. Our agreement with National Geographic includes a co-selling and co-marketing arrangement through which National Geographic promotes our expedition sailing offerings in its marketing campaigns across web-based, email, print and other marketing platforms and sells our expeditions through its internal travel division.
Events impacting our supply chain could be caused by factors beyond the control of our suppliers or us, including inclement weather, natural disasters, new laws and regulations, labor actions, increased demand, problems in production or distribution and/or disruptions in third-party logistics, information technology or transportation systems, including those caused by the COVID-19 pandemic.
Events impacting our supply chain could be caused by factors beyond the control of our suppliers or us, including inclement weather, pandemics, travel restrictions, natural disasters, new laws and regulations, labor actions, increased demand, problems in production or distribution and/or disruptions in third-party logistics, information technology or transportation systems.
For example, our debt could: ● require us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; ● increase our vulnerability to adverse general economic or industry conditions; ● limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; ● place us at a competitive disadvantage compared to our competitors that have less debt; ● make us more vulnerable to downturns in our business, the economy or the industry in which we operate; ● limit our ability to raise additional debt or equity capital in the future to satisfy our requirements relating to working capital, capital expenditures, development projects, strategic initiatives or other purposes; ● restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities; ● make it difficult for us to satisfy our obligations with respect to our debt; and ● expose us to the risk of increased interest rates as certain of our borrowings are (and may be in the future) at a variable rate of interest.
Such indebtedness could: ● require us to dedicate a large portion of our cash flow from operations to service debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; ● increase our vulnerability to adverse general economic or industry conditions; ● limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; ● place us at a competitive disadvantage compared to our competitors that have less debt; ● make us more vulnerable to downturns in our business, the economy or the industry in which we operate; ● limit our ability to raise additional debt or equity capital in the future to satisfy our requirements relating to working capital, capital expenditures, development projects, strategic initiatives or other purposes; ● restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities; and ● make it difficult for us to satisfy our obligations with respect to our debt.
Any default under the agreements governing our indebtedness that is not waived by the required lenders or holders, as applicable, and the remedies sought by the holders of such indebtedness could leave us unable to pay principal, premium, if any, or interest on the Notes and could substantially decrease the market value of the Notes.
Any default under the agreements governing our indebtedness that is not waived by the required lenders or holders, as applicable, and the remedies sought by the holders of such indebtedness could leave us unable to pay principal, premium, if any, or interest on the outstanding notes and could substantially decrease the market value of the notes and result in such lenders declaring the funds immediately due and then foreclosing on our assets.
We repaid the Main Street Loan Facility in February 2022. Provisions in our Amended Certificate and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.
Provisions in our Amended Certificate and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.
Our failure to properly and efficiently design, construct, implement and operate our new reservations and customer relationship management ( “ CRM ” ) computer systems could materially disrupt our operations, adversely impact the servicing of our customers and have a material adverse effect on our financial performance.
Our failure to properly and efficiently implement and operate our reservations and customer relationship management ( “ CRM ” ) computer systems could materially disrupt our operations, adversely impact the servicing of our customers and have a material adverse effect on our financial performance. We recently implemented new reservations and CRM systems to modernize and improve current capabilities.
At maturity, the entire outstanding principal amount of our $360.0 million Notes, together with accrued and unpaid interest, if any, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations.
At their respective maturity dates, the entire outstanding principal amount of our $360.0 million 6.75% Notes due 2027 and our $275.0 million 9.00% Notes due 2028, together with accrued and unpaid interest, if any, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations.
As a result, the sales price for that portion of the business may not attain the amount that could be obtained in an unregulated market. 29 Risks Related to Our Debt Our substantial debt could adversely affect our financial condition. We have a substantial amount of debt and significant debt service obligations.
As a result, the sales price for that portion of the business may not attain the amount that could be obtained in an unregulated market. Risks Related to Our Debt Our substantial debt could adversely affect our financial condition. As of December 31, 2023, we had $635.1 million indebtedness and significant debt service obligations related thereto.
These vendors and service providers are also affected by COVID-19 or other events and may be unable or unwilling to deliver on their commitments or may act in ways that could harm our business. We rely on supply chain vendors to deliver key products to the operations of our businesses around the world.
We rely on supply chain vendors and third-party service providers who are integral to the operations of our businesses that may be unable or unwilling to deliver on their commitments or may act in ways that could harm our business. We rely on supply chain vendors to deliver key products to the operations of our businesses around the world.
If new debt is added to our existing debt levels, the related risks that we now face would increase. We will require a significant amount of cash to service our debt and sustain our operations.
We also may incur additional debt in the future, including secured indebtedness. If new debt is added to our existing debt levels, the related risks that we now face would increase. 30 We will require a significant amount of cash to service our debt and sustain our operations.
The National Geographic channel represented approximately 25% of expedition cruise guest ticket revenues for 2022, 28% for 2021 and 24% for 2020.
The National Geographic channel represented approximately 20% of expedition sailing guest ticket revenues for 2023, 25% for 2022, and 28% for 2021.
In addition, restrictions in our indentures 33 governing our Notes and revolving credit facility include certain limitations on our ability to pay dividends. As a result, any gain you will realize on our securities will result solely from the appreciation of such securities. We are restricted from paying dividends or other certain payments under our financing arrangements.
In addition, restrictions in our indentures governing our outstanding notes and revolving credit facility include certain limitations on our ability to pay dividends. As a result, any gain you will realize on our securities will result solely from the appreciation of such securities.
Restrictions or extended restrictions, on expedition travel in general, have materially adversely affected our business and could materially adversely affect our financial condition and liquidity. Although many travel restrictions have been lifted or eased, such measures may be reimposed or extended.
Restrictions or extended restrictions, on expedition travel in related to health concerns or for other reasons, have materially adversely affected our business and could materially adversely affect our future financial condition and liquidity. Although many COVID-19 travel restrictions have been lifted or eased, such measures may be reimposed or extended.
The growth in capacity from these new ships and future orders, without an increase in the cruise industry’s share of the vacation market, could depress expedition prices and impede our ability to maintain high yields.
New expedition class ships have been ordered, are under construction, or have already been delivered for our competitors. The growth in capacity from these new ships and future orders, without an increase in the cruise industry’s share of the vacation market, could depress expedition prices and impede our ability to maintain high yields.
There can be no assurance that our guests will be able to travel to embarkation or from disembarkation destinations, or that such locations will not implement new travel restrictions which would impact our ability to sail scheduled itineraries. In addition, following the ease of travel restrictions, there is no assurance that guests will immediately recommence travel to pre-pandemic levels.
There can be no assurance that our guests will be able to travel to embarkation or from disembarkation destinations, or that such locations will not implement new travel restrictions which would impact our ability to sail scheduled itineraries.
Any failure to comply with such terms, conditions, and covenants, or successfully amend our covenants, could result in an event of default. Further, if an event of default under a facility were to occur, cross default provisions, if any, could cause our other outstanding debt, if any, to be immediately due and payable.
Further, if an event of default under a facility were to occur, cross default provisions, if any, could cause our other outstanding debt, if any, to be immediately due and payable.
If non-U.S. citizens own more than 22% of our capital stock, we may not have the funds or the ability to redeem any excess shares and the charitable trust mechanism described above may be deemed invalid or unenforceable, all with the result that we could be forced to either suspend our operations in the U.S. coastwise trade or be subject to substantial penalties.
In addition to the risks described above, the foregoing ownership restrictions on non-U.S. citizens could delay, defer or prevent a transaction or change in control that might involve a premium price for common stock or otherwise be in the best interest of our shareholders. 33 If non-U.S. citizens own more than 22% of our capital stock, we may not have the funds or the ability to redeem any excess shares and the charitable trust mechanism described above may be deemed invalid or unenforceable, all with the result that we could be forced to either suspend our operations in the U.S. coastwise trade or be subject to substantial penalties.
Under the provisions of our Amended Certificate, any transfer, or attempted transfer, of any shares of capital stock will be void if the effect of such transfer, or attempted transfer, would be to cause one or more non-U.S. citizens in the aggregate to own (of record or beneficially) shares of any class or series of our capital stock in excess of 22% of the outstanding shares of such class or series.
Certain provisions of our Amended Certificate are intended to facilitate compliance with this requirement and may have an adverse effect on certain holders or proposed transferees of shares of our common stock. 32 Under the provisions of our Amended Certificate, any transfer, or attempted transfer, of any shares of capital stock will be void if the effect of such transfer, or attempted transfer, would be to cause one or more non-U.S. citizens in the aggregate to own (of record or beneficially) shares of any class or series of our capital stock in excess of 22% of the outstanding shares of such class or series.
Price increases for commercial airline service for our guests or major changes or reductions in commercial airline service and/or availability could increase our operating expenses and adversely impact the demand for expedition travel. Most of our guests depend on scheduled commercial airline services to transport them to or from the ports or places where our expeditions start or end.
Most of our guests depend on scheduled commercial airline services to transport them to or from the ports or places where our expeditions start or end. Increases in the price of airfare would increase the overall price of the expedition vacation to our guests, which may adversely impact demand for our expeditions.
Delays or cost overruns or the financial difficulties of the shipyards could have a negative impact on us. Although we have no new builds currently in construction, we do drydock vessels for repairs or modifications annually, and we may increase the size of our fleet by constructing or renovation additional vessels in the future.
Although we have no new builds currently in construction, we drydock vessels for repairs or modifications annually, and we may increase the size of our fleet by constructing or renovating additional vessels in the future.
Any such delays, cancellations of expeditions and/or unscheduled drydockings could have a material adverse effect on our business, results of operations and financial condition. These events and any related adverse publicity could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.
These events and any related adverse publicity could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations. Delays or cost overruns or the financial difficulties of the shipyards could have a negative impact on us.
Currently, we do not directly compete with large cruise vessels. However, in the event large cruise operators further expand into offering smaller sized vessels to compete directly with us and our itineraries, we would have increased competition and could face pricing pressures by such competitors through discounts or otherwise that would likely negatively impact our profitability.
However, large cruise operators have been expanding into the expedition cruise market, and in the event they start offering smaller sized vessels to compete directly with us and our itineraries, we would have increased competition and could face pricing pressures by such competitors through discounts or otherwise that would likely negatively impact our profitability. 21 In the event that we do not differentiate our offerings or otherwise do not compete effectively with other vacation and adventure travel operators and cruise companies, our results of operations and financial position could be adversely affected.
In addition, in general, the United States is experiencing a labor shortage and our ability to attract, recruit, develop and retain qualified personnel is more difficult, and any shortage of qualified employees could adversely impact our business and operations.
In addition, in general, the United States is experiencing a labor shortage and our ability to attract, recruit, develop and retain qualified personnel is more difficult, and any shortage of qualified employees could adversely impact our business and operations. 25 Price increases for commercial airline service for our guests or major changes or reductions in commercial airline service and/or availability could increase our operating expenses and adversely impact the demand for expedition travel.
Any of the foregoing could have an adverse impact on our results of operations and on industry performance. Failure to maintain our partnership with National Geographic could adversely affect our results of operations. We have an on-going partnership with National Geographic, and any termination or alterations to this relationship would likely have an adverse effect on our business.
Any of the foregoing could have an adverse impact on our results of operations and on industry performance. Failure to maintain our Brand License Agreement with National Geographic could adversely affect our results of operations.
Our inability to access sufficient liquidity on favorable terms when needed would have a negative impact on our ability to expand our fleet, our results of operations and our financial condition. An increase in capacity worldwide or excess capacity in a particular market could adversely impact our expedition sales and/or pricing.
Our inability to access sufficient liquidity on favorable terms when needed would have a negative impact on our ability to expand our fleet, our results of operations and our financial condition. Unavailability of ports of call may adversely affect our results of operations.
Current economic forecasts for significant increases in unemployment in the U.S. and other regions is likely to continue to have a negative impact on demand for our expeditions, and these impacts could exist for an extensive period of time. 20 Incidents or adverse publicity concerning the cruise industry, the expedition travel industry or the travel industry in general, terrorist attacks, war, travel restrictions, pandemics or other disruptions could affect our reputation as well as have a negative impact on our sales and results of operations.
Incidents or adverse publicity concerning the cruise industry, the expedition travel industry or the travel industry in general, terrorist or pirate attacks, war, travel restrictions, pandemics or other disruptions could affect our reputation as well as have a negative impact on our sales and results of operations.
In these circumstances, if we were not able to obtain such waivers or refinance these borrowings, we would be unable to repay the Notes. Risks Related to Ownership of Capital Stock by Individuals and Entities that are not U.S.
In these circumstances, if we were not able to obtain such waivers or refinance these borrowings, we would be unable to repay the outstanding notes.
Delays in ship repair, revitalization or mechanical failures have in the past and may in the future result in delays or cancellations of expeditions and unscheduled drydocks and repairs of ships. If there is a significant accident, mechanical failure or similar problem involving a ship, we may have to place a ship in drydock for an extended period for repairs.
If there is a significant accident, mechanical failure or similar problem involving a ship, we may have to place a ship in drydock for an extended period for repairs. Any such delays, cancellations of expeditions and/or unscheduled drydockings could have a material adverse effect on our business, results of operations and financial condition.
If Natural Habitat’s license agreement with WWF was terminated or modified in any material respect, or the agreement expires in December 2023 without being extended or without entering into a new agreement, our results of operations for the Land Experiences segment may be materially adversely affected.
If Natural Habitat’s license agreement with WWF was terminated or modified in any material respect, our results of operations for the Land Experiences segment may be materially adversely affected. Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase operating costs.
Any inability to satisfy any covenants required by existing or future credit facilities could adversely impact our liquidity. Our Notes, and our senior secured credit agreements (the “First Export Credit Agreement” and the “Second Export Credit Agreement”), as amended, contain certain financial covenants and are secured by substantially all of our assets.
Any inability to satisfy any covenants required by existing or future credit facilities could adversely impact our liquidity. Our outstanding notes contain certain covenants and are secured by substantially all of our assets. Any failure to comply with such terms, conditions, and covenants, or successfully amend our covenants, could result in an event of default.
The new systems also intend to improve functionality and information flow, help generate higher revenues and increase automation in servicing our customers through the use of artificial intelligence. 26 The failure to properly, efficiently and economically complete transition to and operate the new systems on a timely basis, or at all, could materially disrupt our operations, adversely impact the servicing of our customers and have a material adverse effect on our financial results.
The failure to properly, efficiently and economically operate the new systems could materially disrupt our operations, adversely impact the servicing of our customers and have a material adverse effect on our financial results.
We are in the process of implementing new reservations and CRM systems to modernize and improve current capabilities. The new systems are intended to combine enterprise resource planning solutions, machine learning and custom-built applications to address, among other areas, account management, billing and customer service.
The new systems are intended to combine enterprise resource planning solutions, machine learning and custom-built applications to address, among other areas, account management, billing and customer service. The new systems also intend to improve functionality and information flow, help generate higher revenues and increase automation in servicing our customers through the use of artificial intelligence.
Our common stock ranks junior to our Series A Convertible Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs.
Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. 34 Our common stock ranks junior to our Series A Convertible Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs.
Expedition sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by deployment decisions of us and our competitors. Many new expedition class ships have been ordered or are already under construction for our competitors.
An increase in capacity worldwide or excess capacity in a particular market could adversely impact our expedition sales and/or pricing. Expedition sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by deployment decisions of us and our competitors.
We depend on shipyards to repair, maintain and revitalize our ships on a timely basis and to ensure they remain in good working order. The sophisticated nature of repairing and revitalizing a ship involves risks, and shipyards may encounter financial, technical or design problems when doing these jobs.
The sophisticated nature of repairing and revitalizing a ship involves risks, and shipyards may encounter financial, technical or design problems when doing these jobs. Delays in ship repair, revitalization or mechanical failures have in the past and may in the future result in delays or cancellations of expeditions and unscheduled drydocks and repairs of ships.
We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.
National Geographic has the right in certain instances to unilaterally terminate the Alliance and License Agreement with us, including: in the event of a change of control in which Sven-Olof Lindblad's designated successor ceases to hold a senior management role with the Company; our failure to achieve specified year-over-year percentage revenue growth requirements; or a failure to meet the conditions necessary to maintain the relationship through 2025.
National Geographic has the right in certain instances to unilaterally terminate the Brand License Agreement with us, including: in the event of a change of control; our failure to achieve specified growth benchmarks or capacity as of December 31, 2035; or a failure to meet product quality score benchmarks.
In past recessions, demand for our expeditionary travel offerings has been significantly negatively impacted, resulting in lower occupancy rates and adverse pricing.
In past recessions, demand for our expeditionary travel offerings has been significantly negatively impacted, resulting in lower occupancy rates and adverse pricing. Any economic forecasts for significant increases in unemployment in the U.S. and other regions would likely have a negative impact on demand for our expeditions, and these impacts could exist for an extensive period of time.
If any of our agreements with National Geographic are terminated or modified in any material respect, due to any of the reasons set forth above or otherwise, or the agreements expire, without being extended, without entering into a new agreement, or we enter into a new agreement with less favorable terms or economics, or with terms that require additional capital investment, our results of operations may be materially adversely affected. 21 Ship repair, revitalization delays or mechanical issues on existing vessels may result in cancellation of expeditions or unscheduled drydockings and repairs and, thus, adversely affect our results of operations.
If our agreement with National Geographic is terminated or modified in any material respect, due to any of the reasons set forth above or otherwise, our results of operations may be materially adversely affected.
Removed
Some of these risks include: ● events and conditions around the world, including war and other military actions, such as the Russian-Ukraine conflict, the political unrest in Peru, inflation, higher fuel prices, higher interest rates and other general concerns about the state of the economy or other events impacting the ability or desire of people to travel; ● suspended operations, cancelling or rescheduling of voyages and other potential disruptions to our business and operations related to the COVID-19 virus, the Russia-Ukraine conflict, the political unrest in Peru, or another unexpected event; ● the impacts of inflation, the COVID-19 virus and/or the Russia-Ukraine conflict and/or the political unrest in Peru, on our financial condition, liquidity, results of operations, cash flows, employees; ● increases in fuel prices, changes in fuels consumed and availability of fuel supply in the geographies in which we operate or in general; ● the impacts of inflation and negative economic conditions or negative economic outlook on the demand for expedition travel; ● adverse worldwide economic, geopolitical or other conditions could reduce the demand for expedition travel; ● adverse publicity concerning the cruise industry in general; ● 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; 18 ● unscheduled disruptions in our business due to travel restrictions, weather events, mechanical failures, pandemics or other events; ● changes adversely affecting the business in which we are engaged; ● management of our growth and our ability to execute on our planned growth, including our ability to successfully integrate acquisitions; ● our business strategy and plans; ● our ability to maintain or renew (on favorable terms or at all) our partnerships with National Geographic and World Wildlife Fund; ● compliance with financial and/or operational covenants in our debt arrangements; ● the impact of severe or unusual weather conditions, including climate change, on our business; ● loss of business due to competition; ● the result of future financing efforts; ● the loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs; ● the inability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them; ● compliance with new or existing laws and regulations, including environmental regulations, travel advisories and restrictions; and ● our common stock ranks junior to our Series A Convertible Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs.
Added
Currently, we do not directly compete with large cruise vessels.
Removed
We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, most recently the conflict resulting from the Russian invasion of Ukraine, the political unrest in Peru, and other general concerns.
Added
We have an on-going Brand License Agreement with National Geographic, and any termination or alterations to this agreement would likely have a material adverse effect on our business.
Removed
We cannot predict with certainty any future travel bans, COVID-19 or other outbreaks on our vessels or the general demand for expedition travel as a result of the COVID-19 virus or other health issue.
Added
Ship repair, revitalization delays or mechanical issues on existing vessels may result in cancellation of expeditions or unscheduled drydockings and repairs and, thus, adversely affect our results of operations. We depend on shipyards to repair, maintain and revitalize our ships on a timely basis and to ensure they remain in good working order.
Removed
In addition, we cannot predict the impact COVID-19 will have on our partners in the future, such as shipyards for new builds, travel advisors, suppliers and other vendors, and on our land-based travel subsidiaries.
Added
Any change in state classifications of our workforce could materially effect our business. We hire a significant number of shipboard personnel, independent contractors and remote location employees for our expeditions. Changes to state classifications regarding remote employees and independent contractors could adversely impact our business and operations and increase our labor costs.
Removed
Given the dynamic nature of this situation, we cannot reasonably estimate or predict the impact of a future cessation of operations on our costs and future prospects.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeA description of our vessels is set forth in Item 1 under the subheading “Lindblad Expeditions Ships.” 34
Biggest changeAdditionally, we own the property for our Alaska Bear Camp at Lake Clark National Park. A description of our vessels is set forth in Item 1 under the subheading “Lindblad Expeditions Ships.”
Item 2. Properties Our principal executive office is located at 96 Morton Street, New York, New York where we lease approximately 13,000 square feet. Our principal shoreside operations are located at 2505 Second Avenue, Seattle, Washington, consisting of approximately 11,000 square feet.
Item 2. Properties Our principal executive offices are located at 96 Morton Street, New York, New York where we lease approximately 13,000 square feet. Our principal shoreside operations are located at 2505 Second Avenue, Seattle, Washington, consisting of approximately 11,000 square feet.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe are not currently involved in any litigation nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. Item 4. Mine Safety Disclosures Not applicable. 35 PART II
Biggest changeWe are not currently involved in any litigation nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. Item 4. Mine Safety Disclosures Not applicable. 38 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 35 PART II Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 36 Item 6. Reserved 37 Item 7. Management ’ s Discussion and Analysis of the Results of Operations and Financial Condition 38
Biggest changeItem 4. Mine Safety Disclosures 38 PART II Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 39 Item 6. Reserved 39 Item 7. Management ’ s Discussion and Analysis of the Results of Operations and Financial Condition 41

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table represents information with respect to shares of common stock withheld from vesting of stock-based compensation awards for employee income taxes, 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 shares that may be purchased under approved plans or programs October 1 through October 31, 2022 615 $ 8.32 $ - $ 11,974,787 November 1 through November 30, 2022 14,616 9.92 - 11,974,787 December 1 through December 31, 2022 18,375 7.77 - 11,974,787 Total 33,606 $ - 36 Stock Performance Graph The following stock performance graph compares the performance of our common stock from December 31, 2017 to December 31, 2022 with the performance of the Standard & Poor’s 500 Composite Stock Index and the FTSE 100 Index.
Biggest changeNo shares were repurchased under the Repurchase Plan during the three months ended December 31, 2023. 39 The following table represents information with respect to shares of common stock withheld from vesting of stock-based compensation awards for employee income taxes, 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 shares that may be purchased under approved plans or programs October 1 through October 31, 2023 615 $ 5.80 $ - $ 11,974,787 November 1 through November 30, 2023 3,129 7.51 - 11,974,787 December 1 through December 31, 2023 2,807 8.53 - 11,974,787 Total 6,551 $ - Stock Performance Graph The following stock performance graph compares the performance of our common stock from December 31, 2018 to December 31, 2023 with the performance of the Standard & Poor’s 500 Composite Stock Index, the Standard and Poor’s 1500 Hotels, Resorts and Cruise Lines Industry Index and the FTSE 100 Index.
Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NASDAQ Capital Market under the symbol “LIND”. Holders As of January 31, 2023, there were 180 holders of record of our common stock.
Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NASDAQ Capital Market under the symbol “LIND”. Holders As of January 31, 2024, there were 182 holders of record of our common stock.
This Repurchase Plan authorizes us to purchase from time to time our outstanding common stock through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions based on market and business conditions, applicable legal requirements and other factors. Any shares purchased will be retired.
This Repurchase Plan authorizes us to purchase from time to time our outstanding common stock through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions based on market and business conditions, applicable legal requirements and other factors.
Recent Sales by the Company of Unregistered Securities There were no unregistered sales of equity securities during the three months ended December 31, 2022. Repurchases of Securities 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.
Recent Sales by the Company of Unregistered Securities There were no unregistered sales of equity securities during the three months ended December 31, 2023. Repurchases of Securities Our Board of Directors publicly announced a stock and warrant repurchase plan (“Repurchase Plan”) on November 9, 2015 and increased the Repurchase Plan to $35.0 million on November 4, 2016.
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Additionally, we were restricted from declaring or paying dividends on our common stock through February 4, 2023, due to restrictions related to the now-terminated Main Street Expanded Loan Facility program that remained in place for one-year upon repayment.
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The actual timing, number and value of shares repurchased under the Repurchase Plan will depend on a number of factors, including constraints specified in any price, general business and market conditions, and alternative investment opportunities.
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The Repurchase Plan was suspended through February 4, 2023, due to restrictions related to the now-terminated Main Street Expanded Loan Facility program that remain in place for one-year upon repayment. No shares were repurchased under the Repurchase Plan during the three months ended December 31, 2022.
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The objectives of the Repurchase Plan is to utilize excess liquidity to (i) provide us with the ability to opportunistically acquire undervalued shares and return capital when deemed accretive to stockholders and (ii) provide confidence to our stockholders when we believe our stock is undervalued.
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The graph assumes an initial investment of $100 on December 31, 2017 and reinvestment of dividends. 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 LIND $ 100.00 $ 137.49 $ 167.11 $ 174.87 $ 171.09 $ 78.65 S&P 500 100.00 93.76 120.48 140.49 178.27 143.61 FTSE 100 Index 100.00 87.06 98.11 84.04 96.06 96.93
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Our Board authorizes share repurchases from time to time and delegates the execution of such activity to our executive officers.
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All of our executive officers and directors are prohibited from trading in our securities if they are in possession of material non-public information and must at all times comply with our insider trading policy, including quarterly blackout periods and pre-clearance procedures.
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We may execute future transactions under our Repurchase Plan through a combination of Rule 10b5-1 trading plans and transactions made in compliance with Rule 10b-18. The Repurchase Plan does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time. Any shares purchased will be retired.
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The Standard and Poor’s 1500 Hotels, Resorts and Cruise Lines Industry Index was added as the Company's closest related published industry index. The graph assumes an initial investment of $100 on December 31, 2018 and reinvestment of dividends.
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The following performance graph and table should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 LIND $ 100.00 $ 121.55 $ 127.19 $ 124.44 $ 57.21 $ 83.73 S&P 500 100.00 128.55 149.83 190.13 153.16 190.27 S&P Hotels, Resorts & Cruise Lines Index 100.00 126.29 97.01 117.88 89.12 142.03 FTSE 100 Index 100.00 112.70 96.53 110.34 111.34 115.61

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

234 edited+383 added−166 removed159 unchanged
Biggest changeBy Reference 8-K July 10, 2015 10.6 Alliance and License Agreement, dated as of December 12, 2011, by and between National Geographic Society and Lindblad Expeditions, Inc. † By Reference 8-K September 2, 2015 10.7 Amendment to Alliance and License Agreement, dated as of November 20, 2014, by and between National Geographic Society and Lindblad Expeditions, Inc. † By Reference 8-K July 10, 2015 10.8 Second Amendment to Alliance and License Agreement, dated as of March 9, 2015, by and between National Geographic Society and Lindblad Expeditions, Inc. † By Reference 8-K July 10, 2015 10.9 Tour Operator Agreement, dated as of December 12, 2011, by and between National Geographic Society and Lindblad Expeditions, Inc. † By Reference 8-K July 10, 2015 10.10 Amendment to Tour Operator Agreement, dated as of November 20, 2014, by and between National Geographic Society and Lindblad Expeditions, Inc. † By Reference 8-K July 10, 2015 10.11 Second Amendment to Tour Operator Agreement, dated as of March 9, 2015, by and between National Geographic Society and Lindblad Expeditions, Inc. † By Reference 8-K July 10, 2015 10.12 Lindblad 2012 Stock Incentive Plan .* By Reference 8-K July 10, 2015 10.13 Form of Executive Officer Stock Option Award Agreement . * By Reference 8-K October 30, 2015 10.14 Form of Non-Employee Director Restricted Stock Award Agreement. * By Reference 10-K March 14, 2016 10.15 Non-Employee Director Deferred Compensation Plan. * By Reference 10-K March 14, 2016 10.16 Employment Agreement by and between Natural Habitat, Inc., Lindblad Expeditions Holdings, Inc. and Ben Bressler. * By Reference 8-K May 5, 2016 10.1 7 Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Craig Felenstein. * By Reference 8-K July 27, 2016 10.1 8 Amendment No. 3 to Alliance and License Agreement with National Geographic. † By Reference 10-K March 7, 2017 10.1 9 Amendment No. 4 to Alliance and License Agreement with National Geographic. † By Reference 10-K March 2, 2018 10.20 Lindblad Expeditions Holdings, Inc.
Biggest changeBy Reference 8-K July 10, 2015 10.6 Brand License Agreement, dated as of November 14, 2023 . †# By Reference 8-K November 15, 2023 10.7 Lindblad 2012 Stock Incentive Plan .* By Reference 8-K July 10, 2015 10.8 Form of Executive Officer Stock Option Award Agreement. * By Reference 8-K October 30, 2015 10.9 Form of Non-Employee Director Restricted Stock Award Agreement. * By Reference 10-K March 14, 2016 10.1 0 Non-Employee Director Deferred Compensation Plan. * By Reference 10-K March 14, 2016 10.11 Employment Agreement by and between Natural Habitat, Inc., Lindblad Expeditions Holdings, Inc. and Ben Bressler. * By Reference 8-K May 5, 2016 10.12 Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Craig Felenstein. * By Reference 8-K July 27, 2016 10.1 3 Lindblad Expeditions Holdings, Inc.
(“Natural Habitat”) and Off the Beaten Path, LLC (“Off the Beaten Path”) brands, designs handcrafted walking tours under the Classic Journeys, LLC (“Classic Journeys”) brand and operates luxury cycling and adventure tours under the DuVine Cycling + Adventure Company (“DuVine”) brand. The Company operates the following reportable business segments: Lindblad Segment.
(“Natural Habitat”) and Off the Beaten Path, LLC (“Off the Beaten Path”) brands, operates luxury cycling and adventure tours under the DuVine Cycling + Adventure Company (“DuVine”) brand, and designs handcrafted walking tours under the Classic Journeys, LLC (“Classic Journeys”) brand. The Company operates the following reportable business segments: Lindblad Segment.
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.
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.
The Notes bear interest at a rate of 6.75% per year, accruing from February 4, 2022, and interest on the Notes is payable semiannually in arrears on February 15 and August 15 of each year. The Notes will mature on February 15, 2027, subject to earlier repurchase or redemption.
The 6.75% Notes bear interest at a rate of 6.75% per year, accruing from February 4, 2022, and interest on the 6.75% Notes 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 number of shares of common stock received in such conversion shall be equal to the quotient obtained by dividing the then-current accrued value by the conversion price.
The number of shares of common stock received in such conversion shall be equal to the quotient obtained by dividing the then-current accrued value by the conversion price.
Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in 52 accordance with authorizations of our management and our directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Bressler has 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 has an equity incentive opportunity to earn an award of options based on the 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.
The Preferred Stock deferred issuance costs was $2.1 million as of December 31, 2022. During the years ended December 31, 2022 and 2021, 18,000 and 5,000 shares, respectively, of Preferred Stock and related accumulated dividends were converted by the holders into 2,109,561 and 566,364 shares, respectively, of the Company’s common stock.
The Preferred Stock deferred issuance costs was $2.1 million as of December 31, 2023. During the years ended December 31, 2022 and 2021, 18,000 and 5,000 shares, respectively, of Preferred Stock and related accumulated dividends were converted by the holders into 2,109,561 and 566,364 shares, respectively, of the Company’s common stock.
Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
The CODM and management review operating results monthly, and base operating decisions on the total results at a consolidated level, as well as at a segment level. The reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both segments.
The CODM and management review operating results monthly, and base operating decisions on the total results at a consolidated level, as well as at a segment level. The reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both reportable segments.
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).
Guest Nights Sold represents the number of guests carried for the period multiplied by the number of nights sailed within the period. 43 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).
The Repurchase Plan was suspended through February 4, 2023, due to restrictions related to the now-terminated Main Street Expanded Loan Facility program that remain in place for one-year upon repayment. 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 Repurchase Plan was suspended through February 4, 2023, due to restrictions related to the now-terminated Main Street Expanded Loan Facility program that remained in place for one-year upon repayment. 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 term “disclosure controls and procedures,” as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”).
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”).
By Reference 8-K February 7, 2022 10.4 0 Revolving Credit Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the lenders and other parties party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A. as joint bookrunners, joint lead arrangers and syndication agents.
By Reference 8-K February 7, 2022 10. 23 Revolving Credit Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the lenders and other parties party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A. as joint bookrunners, joint lead arrangers and syndication agents.
(c) Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged and recognized in gain (loss) on foreign currency. As of December 31, 2022, the Company had $15.0 million of investments in fixed income securities measured at fair value based on quoted market prices.
(c) Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged and recognized in gain (loss) on foreign currency. F- 22 As of December 31, 2022, the Company had $15.0 million of investments in fixed income securities measured at fair value based on quoted market prices.
Equity Preferred Stock On August 31, 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. The Preferred Stock has senior and preferential ranking to our common stock. As of December 31, 2022, 62,000 shares of Preferred Stock were outstanding.
Equity Preferred Stock On August 31, 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. The Preferred Stock has senior and preferential ranking to our common stock. As of December 31, 2023, 62,000 shares of Preferred Stock were outstanding.
The following is a rollforward of the Company’s goodwill: (In thousands) Land Experiences Segment Balance as of December 31, 2019 $ 22,105 Activity - Balance as of December 31, 2020 22,105 Acquisitions 19,912 Balance as of December 31, 2021 42,017 Activity - Balance as of December 31, 2022 $ 42,017 The Company’s intangible assets consist of finite lived assets related to the acquisition of its Land Experiences Segment subsidiaries and the value of its cupos operating rights.
The following is a rollforward of the Company’s goodwill: (In thousands) Land Experiences Segment Balance as of December 31, 2020 $ 22,105 Acquisitions 19,912 Balance as of December 31, 2021 42,017 Activity - Balance as of December 31, 2022 42,017 Activity - Balance as of December 31, 2023 $ 42,017 The Company’s intangible assets consist of finite lived assets related to the acquisition of its Land Experiences Segment subsidiaries and the value of its cupos operating rights.
None of the websites referenced in this Annual Report on or the information contained therein is incorporated herein by reference. Future material amendments or waivers relating to the Code of Ethics will be disclosed on our website referenced in this paragraph within four business days following the date of such amendment or waiver. Item 11.
None of the websites referenced in this Annual Report on or the information contained therein is incorporated herein by reference. Future material amendments or waivers relating to the Code of Ethics will be disclosed on our website referenced in this paragraph within four business days following the date of such amendment or waiver.
Our mission is to offer life-changing adventures around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places. We currently operate a fleet of ten owned expedition ships and operate five seasonal charter vessels under the Lindblad Expeditions, LLC. (“Lindblad”) brand.
Our mission is to offer life-changing adventures around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places. We currently operate a fleet of ten owned expedition ships and operate six seasonal charter vessels under the Lindblad Expeditions, LLC. (“Lindblad”) brand.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears in Item 9A of this Annual Report on Form 10-K.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears in Item 9A of this Annual Report on Form 10-K.
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. The PSUs granted may be earned based on the Company's performance against metrics relating to annual Adjusted EBITDA and annual revenue.
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. F- 28 The PSUs granted may be earned based on the Company's performance against metrics relating to annual Adjusted EBITDA and annual revenue.
Our 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 interest rate of 0.53%.
Other Our 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 interest at a rate of 0.53%.
While we have previously entered into, and may, in the future, enter into, forward contracts and collar options to manage a portion of the currency risk associated with these contracts, we are, or may be, exposed to fluctuations in the exchange rates for the portions of the contracts that have not been hedged.
While we have previously entered into, and may, in the future, enter into, forward contracts to manage a portion of the currency risk associated with these contracts, we are, or may be, exposed to fluctuations in the exchange rates for the portions of the contracts that have not been hedged.
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 years ended December 31, 2022, 2021 and 2020, the Company incurred a net loss from operations, therefore potential common shares were excluded from the diluted earnings per share calculation.
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 years ended December 31, 2023, 2022 and 2021, the Company incurred a net loss from operations, therefore potential common shares were excluded from the diluted earnings per share calculation.
Letters of Credit As of December 31, 2022 and 2021, the Company had $1.2 million in letters of credit outstanding with financial institutions. The annual fee for letters of credit is 1.0% of the outstanding balance. The letters of credit are secured by a certificate of deposit maintained at the financial institutions and that mature in November 2023.
Letters of Credit As of December 31, 2023 and 2022, the Company had $1.2 million in letters of credit outstanding with financial institutions. The annual fee for letters of credit is 1.0% of the outstanding balance. The letters of credit are secured by a certificate of deposit maintained at the financial institutions and that mature in November 2024.
Preferred Stock On August 31, 2020, the Company 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 December 31, 2022, 62,000 shares of Preferred Stock are outstanding.
Preferred Stock On August 31, 2020, the Company 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 December 31, 2023, 62,000 shares of Preferred Stock are outstanding.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 53 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 53 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
Opinion on Internal Control Over Financial Reporting We have audited Lindblad Expeditions Holdings, Inc. and Subsidiaries internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework (2013).
Opinion on Internal Control Over Financial Reporting We have audited Lindblad Expeditions Holdings, Inc. and subsidiaries internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
The Company has an alliance 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 Company has an 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 .
Financial Presentation 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; ● a comparable discussion of our consolidated and segment results of operations for the years ended December 31, 2022, 2021 and 2020; ● 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 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; ● a comparable discussion of our consolidated and segment results of operations for the years ended December 31, 2023 and 2022; ● 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.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting, as of December 31, 2022, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting, as of December 31, 2023, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We used the proceeds from the Notes to prepay in full all outstanding borrowings under our former term loan, including the Main Street Expanded Loan Facility, and former revolving credit facility, and paid all related premiums, terminating in full our credit agreement and the commitments thereunder.
We used the proceeds from the 6.75% Notes to prepay in full all outstanding borrowings under our former term loan, including the Main Street Expanded Loan Facility, and former revolving credit facility, and paid all related premiums, terminating in full our credit agreement and the commitments thereunder.
Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15 - 25 Furniture & equipment 5 Computer hardware and software 5 Leasehold improvements, including expedition sites and port facilities Shorter of lease term or related asset life The ship-based tour and expedition industry is very capital intensive.
Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15 - 25 Furniture & equipment 5 Computer hardware and software 5 - 10 Leasehold improvements, including expedition sites and port facilities Shorter of lease term or related asset life F- 13 The ship-based tour and expedition industry is very capital intensive.
By Reference 8-K July 10, 2015 10.4 Employment Agreement between Trey Byus and the Company and Assignment and Assumption of Option Award Agreement.* By Reference 8-K July 10, 2015 56 10.5 Registration Rights Agreement between the shareholders of Lindblad Expeditions, Inc. and Capitol Acquisitions Corp. II.
By Reference 8-K July 10, 2015 81 10.4 Employment Agreement between Trey Byus and the Company and Assignment and Assumption of Option Award Agreement.* By Reference 8-K July 10, 2015 10.5 Registration Rights Agreement between the shareholders of Lindblad Expeditions, Inc. and Capitol Acquisitions Corp. II.
Restricted Cash and Marketable Securities The amounts held in restricted cash represent principally funds required to be held by certain vendors and regulatory agencies and are classified as restricted cash since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies.
F- 12 Restricted Cash and Marketable Securities The amounts held in restricted cash represent principally funds required to be held by certain vendors and regulatory agencies and are classified as restricted cash since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies.
The 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 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.
Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2022. 52 Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2023. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
In our opinion, Lindblad Expeditions Holdings, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
In our opinion, Lindblad Expeditions Holdings, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
Market Stock Units Market stock units (“MSUs”) represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain performance and vesting conditions are met.
Market Stock Units MSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain performance and vesting conditions are met.
Based on the evaluation under the updated internal control framework in Internal Control-Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2022.
Based on the evaluation under the updated internal control framework in Internal Control-Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2023.
The Company reclassified $0.6 million, $2.7 million and $5.3 million in losses, net of tax, from other comprehensive income (loss) to earnings for the years ended December 31, 2022, 2021 and 2020, respectively, due to the maturity of a cash flow hedge and the hedged item.
The Company reclassified $0.6 million and $2.7 million in losses, net of tax, from other comprehensive income (loss) to earnings for the years ended December 31, 2022 and 2021, respectively, due to the maturity of a cash flow hedge and the hedged item.
Interest on the Notes is payable semiannually in arrears on February 15 and August 15 of each year. The Notes mature February 15, 2027, subject to earlier repurchase or redemption.
Interest on the 6.75% Notes is payable semiannually in arrears on February 15 and August 15 of each year. The 6.75% Notes mature February 15, 2027, subject to earlier repurchase or redemption.
F- 32 The Company evaluates the performance of its business segments based largely on tour revenues and operating income, without allocating other income and expenses, net, income taxes and interest expense, net.
The Company evaluates the performance of its business segments based largely on tour revenues and operating income, without allocating other income and expenses, net, income taxes and interest expense, net.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 42) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID 688) F-4 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-5 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 F-6 Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2022, 2021 and 2020 F-7 Consolidated Statements of Stockholders ’ (Deficit) Equity for the years ended December 31, 2022, 2021 and 2020 F-8 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 F-9 Notes to Consolidated Financial Statements F-10 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 42) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID 688) F-4 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-5 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 F-6 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021 F-7 Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended December 31, 2023, 2022 and 2021 F-8 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 F-9 Notes to Consolidated Financial Statements F-10 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
The Company incurred $10.9 million in financing fees related to the Notes, recorded as deferred financing costs as part of long-term debt.
The Company incurred $10.9 million in financing fees related to the 6.75% Notes, recorded as deferred financing costs as part of long-term debt.
The Company currently operates a fleet of ten owned expedition ships and five seasonal charter vessels under the Lindblad brand, operates land-based, eco-conscious expeditions and active nature focused tours under the Natural Habitat, Inc.
The Company currently operates a fleet of ten owned expedition ships and six seasonal charter vessels under the Lindblad brand, operates land-based, eco-conscious expeditions and active nature focused trips and tours under the Natural Habitat, Inc.
The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down credit facilities, make long-term investments or any other use of cash.
The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash.
The cupos have a renewable 20-year term, subject to early termination by the Ecuadorean Province of Galápagos government for non-compliance with the terms of the contract and applicable law regulations.
The cupos expire in 2042, and have a renewable 20-year term, subject to early termination by the Ecuadorean Province of Galápagos government for non-compliance with the terms of the contract and applicable law regulations.
The Preferred Stock is convertible into the Company’s common stock (i) any time at the holder’s election, (ii) at the six -year anniversary of the issuance of those shares not redeemed at the request of the holder, or (iii) after the third anniversary of the issuance by the Company under certain circumstances. See Note 12—Stockholders’ Equity.
The Preferred Stock is convertible into the Company’s common stock (i) any time at the holder’s election, (ii) at the six -year anniversary of the issuance of those shares not redeemed at the request of the holder, or (iii) by the Company under certain circumstances. See Note 11—Stockholders’ Equity.
A voyage extension occurs when a guest extends his or her trip with pre- or post-voyage hotel nights and is included within tour revenues. The royalty expense is recognized at the time of revenue recognition. Royalty expense for the years ended December 31, 2022, 2021 and 2020 was $5.7 million, $1.7 million and $1.3 million, respectively.
A voyage extension occurs when a guest extends his or her trip with pre- or post-voyage hotel nights and is included within tour revenues. The royalty expense is recognized at the time of revenue recognition. This royalty expense for the years ended December 31, 2023, 2022 and 2021 was $7.6 million, $5.7 million and $1.7 million, respectively.
For the year ended December 31, 2022, 0.7 million restricted shares, 1.5 million options and 7.4 million common shares issuable upon the conversion of the Preferred Stock were excluded.
For the year ended December 31, 2022, 0.7 million restricted shares, 1.5 million options and 7.4 million common shares issuable upon the conversion of the Preferred Stock were excluded, and for the year ended December 31, 2021, 0.8 million restricted shares, 1.5 million options and 9.1 million common shares issuable upon the conversion of the Preferred Stock were excluded.
General and Administrative Expense General and administrative expenses primarily represent the costs of the Company’s shore-side vessel support, reservations and other administrative functions, and includes salaries and related benefits, professional fees and occupancy costs. F- 12 Selling and Marketing Expense Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses.
General and Administrative Expense General and administrative expenses primarily represent the costs of the Company’s shore-side vessel support, credit card commissions, reservations and other administrative functions, and includes salaries and related benefits, professional fees and occupancy costs. Selling and Marketing Expense Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework (2013), and our report dated March10, 2023 expressed unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 6, 2024, expressed unqualified opinion thereon.
(Registrant) By: /s/ Dolf Berle Dolf Berle Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
(Registrant) By: /s/ Sven Lindblad Sven Lindblad Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
The noncontrolling interests are subject to put/call agreements. The agreements were established to provide formal exit opportunities for the minority interest holders and a path to 100% ownership for the Company. The put options, under certain conditions, enable the minority holders, but do not obligate them, to sell the remaining interests to the Company.
The agreements were established to provide formal exit opportunities for the minority interest holders and a path to 100% ownership for the Company. The put options, under certain conditions, enable the minority holders, but do not obligate them, to sell the remaining interests to the Company.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2022 consolidated financial statements of the Company and our report dated March 10, 2023 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated March 6, 2024 expressed an unqualified opinion thereon.
The Company's stock-based compensation program is a long-term retention program that provides for the grant of options, restricted stock, restricted stock units (“RSUs”) and performance-based restricted stock or units (“PSUs”) in order to attract, retain and provide incentives for directors, officers and employees.
The Company's stock-based compensation program is a long-term retention program that provides for the grant of options, restricted stock, restricted stock units (“RSUs”), performance-based restricted stock or units (“PSUs”) and/or market stock units (“MSUs”) to attract, retain and provide incentives for directors, officers and employees.
Given the geographic diversity in where we purchase our fuel, there is also no particular market or index to hedge against. During 2022, fuel costs increased across our fleet as worldwide crude oil and fuel prices significantly increased with the Russian invasion of Ukraine.
We generally have not hedged our fuel purchases as there is also no particular market or index to hedge against given the geographic diversity in where we purchase our fuel. During 2022, fuel costs increased across our fleet as worldwide crude oil and fuel prices significantly increased with the Russian invasion of Ukraine.
For the years ended December 31, 2022, 2021 and 2020, deferred financing costs charged to interest expense were $2.7 million, $3.1 million and $2.1 million, respectively.
For the years ended December 31, 2023, 2022 and 2021, deferred financing costs charged to interest expense were $3.4 million, $2.7 million and $3.1 million, respectively.
We primarily hedge a portion of our current-year currency exposure to the Canadian and New Zealand dollars, the Brazilian real, South African rand, Indian rupee, the euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge.
We primarily hedge a portion of our current-year currency exposure to the Canadian and New Zealand dollars, the Indian rupee, the euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge.
By Reference 8-K August 27, 2020 10.32 Form of Market Stock Unit Award Agreement.
By Reference 8-K August 27, 2020 10.1 8 Form of Market Stock Unit Award Agreement.
F- 24 (b) For the year ended December 31, 2021, $2.7 million was recognized as a loss on foreign currency and $2.0 million was recognized, net of tax, as a component of accumulated other comprehensive (loss) income.
Amounts for the year ended December 31, 2021 were recognized, net of tax, as a component of accumulated other comprehensive (loss) income. (b) For the year ended December 31, 2021, $2.7 million was recognized as a loss on foreign currency and $2.0 million was recognized, net of tax, as a component of accumulated other comprehensive (loss) income.
The maximum number of shares reserved for the grant of awards under the plan is 4.7 million, with approximately 3.6 million shares available as of December 31, 2022. The Company typically settles stock-based awards with newly issued shares.
The maximum number of shares reserved for the grant of awards under the plan is 4.7 million, with approximately 3.7 million shares available as of December 31, 2023. The Company settles stock-based awards with newly issued shares.
By Reference 8-K October 5, 2020 10.3 3 Amendment to Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Ben Bressler. * By Reference 10-Q May 6, 2020 10.3 4 Amendment to Natural Habitat, Inc. ’s Stockholders’ Agreement by and between Lindblad Expeditions Holdings, Inc., Natural Habitat, Inc. and Ben Bressler.
By Reference 8-K October 5, 2020 10. 19 Amendment to Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Ben Bressler. * By Reference 10-Q May 6, 2020 10. 20 Amendment to Natural Habitat, Inc.’s Stockholders’ Agreement by and between Lindblad Expeditions Holdings, Inc., Natural Habitat, Inc. and Ben Bressler.
Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. Cost of these short-term investments approximates fair value.
Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur. Cost of these short-term investments approximates fair value.
As of December 31, 2022 and 2021, the Company determined that there were no triggering events regarding its intangible assets. Long-Lived Assets The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.
As of and for the year ended December 31, 2023 and 2022, the Company determined that there were no triggering events regarding its intangible assets. Long-Lived Asset Impairment Assessment The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.
During the three months ended March 31, 2022, $9.0 million of deferred financing costs related to the repayment of the Company’s prior credit agreement, including the term facility, Main Street Loan and revolving credit facility were written-off to other expense.
During the year ended December 31, 2022, $9.0 million of deferred financing costs related to the repayment of the Company’s prior credit agreement, including the term facility, Main Street Loan and revolving credit facility were written-off to other expense.
The Company completed the annual impairment test as of September 30, 2022 with no indication of goodwill impairment. See Note 5—Goodwill and Intangible Assets for further details on the Company’s goodwill. F- 14 Intangible Assets Intangible assets include tradenames, customer lists and operating rights.
The Company completed the annual impairment test as of September 30, 2023 with no indication of goodwill impairment. See Note 5—Goodwill and Intangible Assets for further details on the Company’s goodwill. Intangible Assets, net Intangible assets include tradenames, customer lists and operating rights.
The effects of derivatives recognized in the Company’s consolidated financial statements were as follows: For the years ended December 31, (In thousands) 2022 2021 2020 Derivative instruments designated as cash flow hedging instruments: Interest rate cap (a) $ - $ (363 ) (247 ) Foreign exchange forward (b) - (605 ) $ (2,832 ) Derivative instruments not designated as cash flow hedging instruments: Interest rate cap (a) 40 - - Foreign exchange forward (c) (1,236 ) 288 554 Total $ (1,196 ) $ (680 ) $ (2,525 ) __________ (a) For the year ended December 31, 2022, $0.7 million was recognized as income in interest expense, net, and $0.6 million was reclassified from other comprehensive (loss) income to interest expense, net.
The effects of derivatives recognized in the Company’s consolidated financial statements were as follows: For the years ended December 31, (In thousands) 2023 2022 2021 Derivative instruments designated as cash flow hedging instruments: Interest rate cap (a) $ - $ - $ (363 ) Foreign exchange forward (b) - - (605 ) Derivative instruments not designated as cash flow hedging instruments: Interest rate cap (a) $ (683 ) 40 - Foreign exchange forward (c) 751 (1,236 ) 288 Total $ 68 $ (1,196 ) $ (680 ) __________ (a) For the year ended December 31, 2022, $0.7 million was recognized as income in interest expense, net, and $0.6 million was reclassified from other comprehensive (loss) income to interest expense, net.
Item 16. Form 10-K Summary None. 59 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on March 10, 2023. LINDBLAD EXPEDITIONS HOLDINGS, INC.
Form 10-K Summary None. 83 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on March 6, 2024. LINDBLAD EXPEDITIONS HOLDINGS, INC.
As of December 31, 2022, the Company owned and operated ten expedition vessels.
As of December 31, 2023, the Company owned and operated ten expedition vessels.
As of December 31, 2022 and 2021, other than derivative instruments , investments in securities and contingent acquisition consideration, the Company had no other assets or liabilities that were measured at fair value on a recurring basis. Derivative Instruments and Hedging Activities Currency Risk .
As of December 31, 2023 and 2022, other than derivative instruments , investments in securities and contingent acquisition consideration, the Company had no other assets or liabilities that were measured at fair value on a recurring basis.
Off the Beaten Path offers 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 Europe, Africa, Australia, Central and South America and the South Pacific.
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.
Bressler has a first put option that under certain conditions, and subject to providing notice by January 31, 2024, that enables him, but does not obligate him, to sell up to 50% of his remaining interest in Natural Habitat to the Company, valued as of December 31, 2023, and a second put option that under certain conditions, and subject to providing notice by January 31, 2026, that enables him, but does not obligate him, to sell his remaining interest in Natural Habitat to the Company, valued as of December 31, 2025.
Bressler has a first put option that under certain conditions, and subject to providing notice within 30 days of being provided with valuation, that enables him, but does not obligate him, to sell up to 50% of his remaining interest in Natural Habitat to the Company, valued as of December 31, 2023, and a second put option that under certain conditions, and subject to providing notice by January 31, 2026, that enables him, but does not obligate him, to sell his remaining interest in Natural Habitat to the Company, valued as of December 31, 2025.
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.
At any time, 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.
Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. As of December 31, 2022 and 2021, the Company’s cash held in financial institutions outside of the U.S. amounted to $3.3 million and $1.0 million, respectively.
Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. As of December 31, 2023 and 2022, the Company’s cash held in financial institutions outside of the U.S. amounted to $5.8 million and $3.3 million, respectively.
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 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 following table disaggregates tour revenues by the sales channel it was derived from: For the years ended December 31, 2022 2021 2020 Guest ticket revenue: Direct 50 % 56 % 41 % National Geographic 14 % 14 % 18 % Agencies 20 % 18 % 25 % Affinity 5 % 5 % 5 % Guest ticket revenue 89 % 93 % 89 % Other tour revenue 11 % 7 % 11 % Tour revenues 100 % 100 % 100 % Customer Deposits and Contract Liabilities The Company’s guests remit deposits in advance of tour embarkation.
The following table disaggregates tour revenues by the sales channel it was derived from: For the years ended December 31, 2023 2022 2021 Guest ticket revenue: Direct 53 % 50 % 56 % National Geographic 12 % 14 % 14 % Agencies 19 % 20 % 18 % Affinity 6 % 5 % 5 % Guest ticket revenue 90 % 89 % 93 % Other tour revenue 10 % 11 % 7 % Tour revenues 100 % 100 % 100 % Customer Deposits and Contract Liabilities The Company’s guests remit deposits in advance of tour embarkation.
By Reference 8-K February 7, 2022 4.5 Form of 6.750% Senior Secured Notes due 2027 ( included in Indenture, dated as of February 4, 2022, among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc. and the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral trustee, relating to the 6.750% Senior Secured Notes due 2027. Exhibit ).
By Reference 10-Q May 3, 2023 4.5 Form of 6.750% Senior Secured Notes due 2027 ( included in Indenture, dated as of February 4, 2022, among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc. and the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral trustee, relating to the 6.750% Senior Secured Notes due 2027. Exhibit ).

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