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What changed in LINDBLAD EXPEDITIONS HOLDINGS, INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of LINDBLAD EXPEDITIONS HOLDINGS, INC.'s 2023 and 2024 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 2024 report.

+524 added−819 removedSource: 10-K (2025-02-28) vs 10-K (2024-03-06)

Top changes in LINDBLAD EXPEDITIONS HOLDINGS, INC.'s 2024 10-K

524 paragraphs added · 819 removed · 409 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

99 edited+35 added−16 removed124 unchanged
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.
Biggest changeExplore Iceland Sweepstakes [Best in Category] ● Good Housekeeping 2025 Family Travel Awards: Remarkable Voyage – National Geographic-Lindblad Expeditions, Fire and Ice: An 8-Day Sail Around Iceland ● Porthole Cruise and Travel 2024 Readers’ Choice Awards: Best Expedition Ship – National Geographic Endeavour II ● Condé Nast Traveler's 2024 Reader’s Choice Awards: Top 10 Reader’s Choice Best Cruise Lines - Expedition Ship Line ● Travel Weekly 2024 Magellan Awards: Itinerary (Cruise – Expeditions) – National Geographic-Lindblad Expeditions’ Antarctica Direct Itineraries 7 ● Travel Weekly 2024 Magellan Awards: Eco-Friendly “Sustainable” Cruise Ship (Cruise – Overall) – National Geographic Endurance ● Condé Nast Traveler's 2024 Gold List: The Best Cruise Ships in the World – Delfin II ● TravelAge West 2024 Wave Awards: Best Cruise Line for Antarctica Sailings ● Virtuoso Best of the Best Travel Awards: Best Adventure Community Partner ● Travel + Leisure’s World’s Best Awards 2024: Readers' 10 Favorite Intimate-ship Ocean Cruise Lines – Lindblad Expeditions ● Global Traveler Magazine’s Wherever Family Awards 2024: Best Family Friendly Travel Provider of the Year ● USA TODAY 10Best Readers' Choice Awards: Best Boutique Cruise Line ● USA TODAY 10Best Readers' Choice Awards: Best Alaska Cruise ● USA TODAY 10Best Readers' Choice Awards: Best Family Cruise ● Australian Travel Industry Association’s National Tourism Industry Awards (NTIA): Sustainability Award – Supplier ● TravelPulse Travvy Awards: Best Cruise Ship (Expedition/Adventure) – National Geographic Islander II [Silver] ● Travel + Leisure 2024 World’s Best Tour Operator - Classic Journeys ● Travel + Leisure World’s Best Tour Operator Hall of Fame Inductee- Classic Journeys ● Travel + Leisure 2024 World’s Best Awards: Best Tour Operator - DuVine ● Explore France: 2024 Best Initiative Towards Sustainability - DuVine ● 2024 Travel + Leisure 2024 World’s Best Awards: Top 10 Safari Outfitter – Thomson Safaris ● USA Today Top 10Best Adventure Tour Operators – Thomson Safaris 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) 8 ● 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 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.
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 the Lindblad segment, 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.
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.
Item 1. Business Overview Lindblad has been providing marine expedition adventures and active 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.
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.
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. 9 Classic Journeys delivers handcrafted walking tours featuring expert local guides who know the most cinematic footpaths in the region.
For our land-based expeditions, trips and tours, we compete with a variety of companies offering itineraries in the countries in which we operate. These range from small private operators to larger companies operating across multiple countries. Some of our larger competitors include Abercrombie & Kent, Backroads, Butterfield & Robinson, Mountain Travel Sobek and Overseas Adventure Travel.
For our land-based expeditions, trips and tours, we compete with a variety of companies offering itineraries in the countries in which we operate. These range from small private operators to larger companies operating across multiple countries. Some of our larger competitors include Abercrombie & Kent, Backroads, Butterfield & Robinson, Mountain Travel Sobek, Overseas Adventure Travel, and &Beyond.
Ships operating elsewhere are subject to a limit of not more than 0.5% m/m. In July 2011, MARPOL regulations introduced mandatory measures to reduce greenhouse gas emissions that included the utilization of an Energy Efficiency Design Index (“EEDI”) for new ships and the implementation of a Ship Energy Efficiency Management Plan (“SEEMP”) for all ships.
Ships operating elsewhere are subject to a limit of not more than 0.5% m/m. 20 In July 2011, MARPOL regulations introduced mandatory measures to reduce greenhouse gas emissions that included the utilization of an Energy Efficiency Design Index (“EEDI”) for new ships and the implementation of a Ship Energy Efficiency Management Plan (“SEEMP”) for all ships.
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 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, writers, marine biologists, naturalists, field researchers and film crews, who join our expeditions.
Our talent management and succession plan process includes the identification of key positions based on current and future business strategies and the identification of potential successors. Regulation Our ships are regulated by laws, regulations, and treaties set in force by the various international, national, state, and local jurisdictions in which we operate.
Our talent management and succession plan process includes the identification of key positions based on current and future business strategies and the identification of potential successors. 19 Regulation Our ships are regulated by laws, regulations, and treaties set in force by the various international, national, state, and local jurisdictions in which we operate.
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.
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.
These individuals are also generally near-retirement or retired and have the leisure time and disposable income available to pursue the type of activities that we provide. 14 High Barriers to Entry The cruise industry in general, and the adventure travel and specialty cruise industries specifically, are characterized by high barriers to entry, which include the expertise and experience required to operate safely and effectively in remote locations, the existence of several well-established and recognizable brands and the time and personal relationships required to develop strong networks of experts, guides and vendors to lead and support experiential travel.
These individuals are also generally near-retirement or retired and have the leisure time and disposable income available to pursue the type of activities that we provide. 16 High Barriers to Entry The cruise industry in general, and the adventure travel and specialty cruise industries specifically, are characterized by high barriers to entry, which include the expertise and experience required to operate safely and effectively in remote locations, the existence of several well-established and recognizable brands and the time and personal relationships required to develop strong networks of experts, guides and vendors to lead and support experiential travel.
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.
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. 14 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.
We have been a leader in sustainable, responsible travel for more than 40 years, through raising awareness, adopting green business practices, protecting nature, preserving culture, supporting local communities and artisans and practicing sustainability throughout every level of our operations, from ships to offices.
We have been a leader in sustainable, responsible travel for more than 45 years, through raising awareness, adopting green business practices, protecting nature, preserving culture, supporting local communities and artisans and practicing sustainability throughout every level of our operations, from ships to offices.
Our travelers have donated an additional $40 million in support of WWF priorities in some of the most precious yet imperiled places on the planet. This innovative partnership benefits our travelers, our company, and the planet as we work together to change the way people think about travel.
Natural Habitat travelers have donated an additional $40 million in support of WWF priorities in some of the most precious yet imperiled places on the planet. This innovative partnership benefits our travelers, our company, and the planet as we work together to change the way people think about travel.
Expeditions are operated on intimately-scaled ships with capacities ranging between 28 and 148 guests, fostering a friendly atmosphere on board and extensive interaction between guests, crew and the teams of world-class scientists, naturalists, researchers and photographers that participate in the expeditions.
Expeditions are operated on intimately-scaled ships with capacities ranging between 16 and 148 guests, fostering a friendly atmosphere on board and extensive interaction between guests, crew and the teams of world-class scientists, naturalists, researchers and photographers that participate in the expeditions.
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.
Lindblad Expeditions’ Ships We operate a fleet of 12 owned expedition vessels, along with seven seasonal chartered ships, to provide our signature marine-based adventures to over 40 destinations on six 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.
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.
Drydockings are typically planned during non-peak demand periods to minimize the adverse effect on revenue that results from ships being out of service. 15 Suppliers Our largest capital expenditures are for ship acquisition and their capital improvements. Our largest operating expenditures are for ship maintenance, payroll, fuel, food and beverage, travel agent services and advertising and marketing.
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.
Together with our guests, since the Fund was established in 2008, we have awarded $24.7 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.
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.
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 sails itineraries in Antarctica, Europe, the Mediterranean Sea, the South Pacific and Asia.
CLIA reported that 65% of the overall cruise market was comprised of passengers aged 40 and over, while travelers aged 60 and over accounted for 33% of total passengers. We believe that our small ship expedition and small group land tour offerings, with itineraries that promote up-close encounters with wildlife, nature and culture, have significant appeal to this target market.
CLIA reported that 64% of the overall cruise market was comprised of passengers aged 40 and over, while travelers aged 60 and over accounted for 34% of total passengers. We believe that our small ship expedition and small group land tour offerings, with itineraries that promote up-close encounters with wildlife, nature and culture, have significant appeal to this target market.
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.
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 Delfina 2007, renovated in 2025 16 8 Galápagos Islands Ecuador 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 Gemini 2001, renovated in 2025 48 27 Galápagos Islands Ecuador 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.
This relationship includes co-selling, co-marketing and branding arrangements with National Geographic Partners, LLC (“National Geographic”) whereby our owned vessels carry the National Geographic name and National Geographic sells our expeditions through their internal travel divisions. In November 2023, Lindblad announced an extended and expanded strategic partnership with National Geographic through 2040.
This relationship includes co-selling, co-marketing and branding arrangements with National Geographic Partners, LLC (“National Geographic”) whereby our owned vessels carry the National Geographic name and National Geographic sells our expeditions through their internal travel divisions. In November 2023, this strategic partnership with National Geographic was extended and expanded through 2040.
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.
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 54% of expedition cruise guest ticket revenues for 2024, 46% for 2023, and 40% in 2022.
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.
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, ‘only with Classic Journeys’ access and experience, expert local guides, small groups, enchanting accommodations, eating like and with the locals, and regenerative travel.
Natural Habitat has been actively working to mitigate the waste produced on our adventures. In 2011, we opted to eliminate single-use plastic water bottles on our trips. In 2018, we eliminated plastic straws.
Natural Habitat has been actively working to mitigate the waste produced on our adventures. In 2011, single-use plastic water bottles were eliminated on Natural Habitat trips. In 2018, we eliminated plastic straws.
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.
Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys and Thomson Group 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, and the majority of Thomson Group revenues are recorded in the third quarter, during the height of their safari season.
Under the new agreement, the two companies have extended their industry-defining 20-year relationship for 17 additional years, allowing the brand to reach new worldwide audiences through compelling new market opportunities and long-term, mutually beneficial growth strategies.
Under the new agreement, the two companies have extended their industry-defining 20-year relationship, allowing the brand to reach new worldwide audiences through compelling new market opportunities and long-term, mutually beneficial growth strategies.
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.
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 Board Co-Chair, comes from a rich expedition heritage.
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.
We fund projects that utilize technologies including, but not limited to, 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 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.
We operate four 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 and Europe during the northern hemisphere summer and various destinations during the intermediate months.
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.
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 $1,170, $1,097 and $978 in 2024, 2023 and 2022, respectively.
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.
In 2008, the LEX-NG Fund was established by Lindblad and the National Geographic Society to support ocean conservation, the restoration of marine and coastal habitats and environmental stewardship in the regions visited by our fleet, and beyond.
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.
We operate several websites related to our businesses and brands. These include, 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.
The majority of our annual global marketing spend is focused on consumer-direct channels. Our detailed brochures and websites present comprehensively our expedition and tour offerings. We invest significantly in digital media as part of our guest acquisition efforts with particular focus in paid search.
We continually optimize our media mix to reach our target demographic. The majority of our annual global marketing spend is focused on consumer-direct channels. Our detailed brochures and websites present comprehensively our expedition and tour offerings. We invest significantly in digital media as part of our guest acquisition efforts with particular focus in paid search.
We have provided more than $6 million in support of WWF’s mission to conserve nature and reduce the most pressing threats to the diversity of life on Earth, and will continue to donate a portion of our sales annually in support of these efforts.
Natural Habitat has provided more than $6 million in support of WWF’s mission to conserve nature and reduce the most pressing threats to the diversity of life on Earth and will continue to donate a portion of sales annually in support of these efforts.
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 and the specialty active land-based tours segment of adventure travel demonstrate 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.
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 .
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 Sun Goddess* 2020 60 30 Egypt Egypt __________ * Chartered Vessel 4 For voyages beginning in 2026, we have added two additional charter vessels, the Delfin III and the Charaidew II .
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.
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 a portfolio of verified project investments developed with South Pole, Inc., the world's leading developer of international emission reduction projects.
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.
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, 2024, together with our subsidiaries, we had approximately 1,300 employees, including approximately 370 shipboard employees, and approximately 860 full-time and 80 part-time employees in our shoreside and land operations.
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.
Sven-Olof Lindblad, 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, a National Geographic project with a mission to protect the vital places in the ocean, 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.
All of our land tour companies share a commitment to an exceptional guest experience – achieved in part through small groups, best-in-class interpretation and guiding, and local connections built over decades of operating in their destinations. Each company offers a variety of services, activities and equipment specific to their tour segment.
All of our land tour companies share a commitment to an exceptional guest experience – achieved in part through small groups, best-in-class interpretation and guiding, and local connections built over decades of operating in their destinations.
Offerings primarily include tours throughout Europe, the United States and South America. Examples of DuVine’s tours include cycling and culinary tours throughout the Bordeaux and Burgundy wine making regions, Tuscan truffle, porcini and chestnut harvest regions, Napa and Sonoma wine making regions and lakes and volcanos throughout Patagonia.
Examples of DuVine’s tours include cycling and culinary tours throughout the Bordeaux and Burgundy wine making regions, Tuscan truffle, porcini and chestnut harvest regions, Napa and Sonoma wine making regions and lakes and volcanos throughout Patagonia.
Given the nature of our experiences and the expectation that our guests will seek to plan such trips with substantial lead time, we generally begin to market our expeditions approximately 12 to 24 months in advance of the departure date.
High Visibility and Differentiated Revenue Management Strategy Our business model generally provides us with high revenue visibility. Given the nature of our experiences and the expectation that our guests will seek to plan such trips with substantial lead time, we generally begin to market our expeditions approximately 12 to 24 months in advance of the departure date.
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.
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, safely summiting Kilimanjaro, one of the world’s Seven Summits, observing the Great Migration of the Serengeti, rafting the Grand Canyon or taking in meals with locals in a Mediterranean village.
In previous years we funded carbon reduction projects such as a hydroelectric powerplant and a geothermal project in Indonesia; energy efficient cookstoves in Ethiopia; wind power projects in New Caledonia and Columbia; and a solar project in India, among others. All projects in our portfolio support the UN's established Sustainable Development Goals.
In previous years we funded 18 additional carbon reduction projects such as a tropical forest restoration project in Brazil; efficient cookstoves in Mozambique and Ethiopia; hydroelectric powerplant and a geothermal project in Indonesia; and wind power projects in New Caledonia and Colombia, among others. All projects in our portfolio support the UN's established Sustainable Development Goals.
These 2023 programs and initiatives are supported by $2.2 million in funding from the LEX-NG Fund.
These 2024 projects and programs are supported by $2.67 million in funding from the LEX-NG Fund.
Because of our commitment to environmentally friendly travel, Natural Habitat began a relationship with World Wildlife Fund in 2003 as our conservation travel provider.
Because of our commitment to environmentally friendly travel, Natural Habitat began a relationship with WWF in 2003 as a conservation travel provider for the Natural Habitat brand.
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.
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-enhancing expeditions helping curious travelers experience the world from a new perspective.
Disciplined Expansion We believe affluent travelers view their retirement as “a time to travel and explore new places,” favoring immersive and authentic experiences. This has led to strong growth in the specialty cruise and adventure travel segments, and we believe these trends are continuing following the COVID-19 pandemic.
Disciplined Expansion We believe affluent travelers view their retirement as “a time to travel and explore new places,” favoring immersive and authentic experiences. This has led to strong growth in the specialty cruise and adventure travel segments. We are focused on growing our business in a prudent and disciplined manner.
Consistent with most marine war risk policies, under the terms of the war risk insurance coverage, underwriters can give notice that the policy will be canceled and reinstated at higher premium rates.
Consistent with most marine war risk policies, under the terms of the war risk insurance coverage, underwriters can give notice that the policy will be canceled and reinstated at higher premium rates. We also maintain insurance coverage for shoreside property, shipboard inventory and marine and non-marine general liability risks.
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.
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.
During 2023, the LEX-NG Fund provided support for 45 programs and initiatives, including 26 conservation, research, and education projects; 16 National Geographic Explorer-led Visiting Scientist projects; and three major programs including National Geographic Pristine Seas, the Grosvenor Teacher Fellowship, and Unplastify, an effort that reached over 700,000 student leaders on the topic of reducing and eliminating plastic use.
During 2024, the LEX-NG Fund provided support for 45 conservation, research, and education projects and programs, including 20 National Geographic Explorer-led Visiting Scientist projects aboard the fleet; and three major programs including National Geographic Pristine Seas, the Grosvenor Teacher Fellowship, and Unplastify, an effort that has reached 158 educational institutions in 23+ countries engaging student leaders on the topic of reducing and eliminating plastic use.
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.
Their expeditions average nine guests with itineraries running from six to 17 days, with an average of nine 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.
Industry and Market Ship based travel has been recovering strongly from the COVID-19 pandemic with 20.4 million passengers in 2022, 31.5 million passengers in 2023, 35.7 million passengers expected to sail in 2024 and 39.5 million passengers forecasted to sail in 2027, per a Cruise Lines International Association's (“CLIA”) report.
Industry and Market Ship based travel has been steadily increasing since 2021, with 20.4 million passengers in 2022, 31.7 million passengers in 2023, 35.7 million passengers expected to sail in 2024 and 39.5 million passengers forecasted to sail in 2027, per a Cruise Lines International Association's (“CLIA”) reports. The expedition travel segment passengers have increased 71% from 2019 to 2023.
Classic Journeys’ tours are highlighted by expert and well-connected local guides who live in the regions being explored, luxury boutique accommodations, and handcrafted itineraries curated through years of local connections and experiences, including walking the tidal flats to Mont-St-Michel, following the footpath between the villages of the Cinque Terre, or wending through the colorful medinas of Fes and Marrakesh.
Classic Journeys’ tours are highlighted by expert and well-connected local guides who live in the regions being explored, luxury boutique accommodations, and handcrafted itineraries curated through years of local connections and experiences, including walking the tidal flats to Mont-St-Michel, following the footpath between the villages of the Cinque Terre, or wending through the colorful medinas of Fes and Marrakesh. 5 Thomson Group Founded on a passion for travel more than 40 years ago, US-based Thomson Group and its Tanzanian affiliates offer a depth of experience and expertise that are rare in the industry.
Based on our product offerings, we are able to support premium pricing with minimal discounting and benefit from minimal working capital needs. Natural Habitat offers over 100 different expedition itineraries of primarily land-based nature adventures in more than 45 countries spanning all seven continents.
Based on our product offerings, we are able to support premium pricing with minimal discounting. Natural Habitat offers over 100 different expedition itineraries of primarily land-based nature adventures in more than 45 countries spanning all seven continents. Natural Habitat expeditions focus on small groups led by award-winning naturalists to achieve close-up wildlife and nature experiences.
When evaluating various strategies for expansion of guest capacity and product offerings, we consider closely the expected return on invested capital and the range of possibilities, such as a newbuild program, adding selected charters and the acquisitions of existing ships or operators. 10 Given the demand for expedition sailing, we have strategically expanded our owned and operated fleet from six ships to ten ships through a new build program.
When evaluating various strategies for expansion of guest capacity and product offerings, we consider closely the expected return on invested capital and the range of possibilities, such as a newbuild program, adding selected charters and the acquisitions of existing ships or operators.
Security plans for all ships are submitted to, and approved by, the respective countries of registry for compliance with the ISPS Code and the MTSA.
To meet these standards, security measures have been implemented within individual vessel security plans and are assessed regularly. Security plans for all ships are submitted to, and approved by, the respective countries of registry for compliance with the ISPS Code and the MTSA.
In the northern hemisphere summer months, we primarily visit the High Arctic regions of the world, Alaska, the Canadian Maritimes, Europe, as well as the South Pacific, and in the northern hemisphere winter months, we primarily travel to Antarctica, South America, Costa Rica, Baja California, Panama and the Caribbean.
In the northern hemisphere summer months, we primarily visit the High Arctic regions of the world, Alaska, the Canadian Maritimes, Europe, and in the northern hemisphere winter months, we primarily travel to Antarctica, South America, Costa Rica, Baja California, Panama and the Caribbean. The Galápagos Islands are a year-round destination offering a diverse variety of marine, land and airborne wildlife.
We also compete with other vacation alternatives, such as land-based resort hotels and sightseeing destinations, for guests’ leisure time. Environmental and Social We are driven by the goal of helping people see, feel, discover and appreciate the natural world, increasing awareness and appreciation for the environment and, in turn, caring for the sustainability of our planet.
Environmental and Social We are driven by the goal of helping people see, feel, discover and appreciate the natural world, increasing awareness and appreciation for the environment and, in turn, caring for the sustainability of our planet.
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.
SOLAS incorporates the International Safety Management Code (“ISM Code”) as the international standard for the safe management and operation of ships and for pollution prevention. 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.
At this time, we cannot accurately predict whether we will be required to make material modifications or incur significant additional expenses given the status of the proposed guidelines.
Department of Justice to implement mandatory and enforceable standards for passenger vessels covered by the Americans with Disabilities Act. At this time, we cannot accurately predict whether we will be required to make material modifications or incur significant additional expenses given the status of the proposed guidelines.
SOLAS regulations pertaining to security are outlined in the International Ship and Port Facility Security Code (“ISPS Code”), and all vessels that operate in U.S. ports are subject to the U.S. Maritime Transportation Security Act of 2002 (“MTSA”). To meet these standards, security measures have been implemented within individual vessel security plans and are assessed regularly.
Our ships comply with strict national and international security requirements. SOLAS regulations pertaining to security are outlined in the International Ship and Port Facility Security Code (“ISPS Code”), and all vessels that operate in U.S. ports are subject to the U.S. Maritime Transportation Security Act of 2002 (“MTSA”).
SOLAS mandates, among other things, requirements for ship design, structural features, materials, construction, life-saving equipment, and management for the safe operation of ships. These standards are revised periodically. SOLAS incorporates the International Safety Management Code (“ISM Code”) as the international standard for the safe management and operation of ships and for pollution prevention.
Safety and Security Regulations Our ships are required to comply with the applicable safety standards established by SOLAS. SOLAS mandates, among other things, requirements for ship design, structural features, materials, construction, life-saving equipment, and management for the safe operation of ships. These standards are revised periodically.
The ADA requires that our U.S.-flagged vessels make “reasonable accommodation” in their policies, practices, and procedures to facilitate the carriage of passengers with disabilities. In June 2013, the U.S. Architectural and Transportation Barriers Compliance Board proposed guidelines for the construction and alteration of passenger vessels to ensure that the vessels are readily accessible to, and usable by, passengers with disabilities.
The ADA requires that our U.S.-flagged vessels make “reasonable accommodation” in their policies, practices, and procedures to facilitate the carriage of passengers with disabilities. 21 In June 2013, the U.S.
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”).
Our mission is to offer life-enhancing 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.
Health, safety, security, environmental and financial responsibility issues are, and will continue to be, an area of focus by the relevant government authorities in the U.S. and internationally.
Health, safety, security, environmental and financial responsibility issues are, and will continue to be, an area of focus by the relevant government authorities in the U.S. and internationally. From time to time, various regulatory and legislative changes may be adopted that could impact operations and subject us to increasing compliance costs in the future.
We make deployment decisions with the goal of optimizing the overall profitability of our portfolio, with these decisions generally made 18 to 36 months in advance.
We make deployment decisions with the goal of optimizing the overall profitability of our portfolio, with these decisions generally made 18 to 36 months in advance. Adding new capacity and geographies allows us to expand our inventory of existing itineraries, extend into new markets and explore new destinations.
In addition, we are committed to company-wide diversity, equity and inclusion initiatives, including recruitment, hiring and mandatory training for all employees. Lindblad and Natural Habitat are 100% carbon neutral, with Natural Habitat believed to be the world’s first 100% carbon neutral travel company, and both brands offer a single-use plastic free guest experience.
Lindblad and Natural Habitat are 100% carbon offset, with Natural Habitat believed to be the world’s first 100% carbon offset travel company, and both brands offer a single-use plastic free guest experience.
If regulatory bodies amend and enforce the implementation of more stringent environmental regulations, adjustments required may increase compliance costs as relevant to our operations.
Then in September 2026, 70% of 2025 emissions reported., and in September 2027 100% of emissions will need to be surrendered going forward each year. If regulatory bodies amend and enforce the implementation of more stringent environmental regulations, adjustments required may increase compliance costs as relevant to our operations.
The LEX-NG Fund issued dozens of unique grants and project funding support agreements in 2023 to conservationists, educators, researchers, and storytellers, plus seven regional partners including the Alaska Whale Foundation (in Southeast Alaska); Fondo Mexicano (in Baja California); Ming Peru (in the Peruvian Amazon); WildAid, Scalesia Foundation; and Jocotoco/Island Conservation (in the Galápagos Islands); and Sealife Response, Rehabilitation, and Research (in Antarctica).
The LEX-NG Fund issued dozens of unique grants and project funding support agreements in 2024 to conservationists, educators, researchers, and storytellers, plus seven regional partners including the Alaska Whale Foundation (in Southeast Alaska); Minga Peru (in the Peruvian Amazon); the Charles Darwin Foundation, WildAid, Scalesia Foundation, and Jocotoco/Island Conservation (all four working in the Galápagos Islands); and Sealife Response, Rehabilitation, and Research (for whale research in Antarctica). 18 All funds for these activities were donated by guests traveling aboard our fleet, and online donations to the LEX-NG Fund made on the National Geographic Society’s website.
We also routinely offer webinars to provide greater insights into our expeditions, hosted by members of our expedition tea ms with intimate knowledge of the geographies featured.
Consumers are directed to key areas on each website through weekly emails, direct mail, social media, press releases, and advertising. We also routinely offer webinars to provide greater insights into our expeditions, hosted by members of our expedition tea ms with intimate knowledge of the geographies featured.
As pioneers with decades of experience in the expedition adventure travel sector, we have established deep expertise and knowledge of operating expedition tours in remote, wild locations. We have earned awards and honors from various representatives of the travel industry, including recognition for the quality of our offerings and our support for conservation and sustainable tourism.
We have earned awards and honors from various representatives of the travel industry, including recognition for the quality of our offerings and our support for conservation and sustainable tourism.
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.
Expedition sailing guests sourced from the U.S. represented approximately 93% of our total global expedition cruise guests’ ticket revenue in 2024 and 94% in 2023 and 2022. While Land Experiences segment guests from the U.S. represented 93% and 91% of Land Experiences guest ticket revenue for 2024 and 2023, respectively.
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.
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. 3 We have extensive experience operating in the Galápagos Islands, Alaska, Antarctica and the Arctic, with the Lindblad family having been among the first to bring non-scientist travelers to these regions.
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.
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. 13 Historically, the majority of our guests have been from the United States.
The LEX-NG Fund is managed jointly by one of our staff members and one National Geographic Society staff member, and the Board of Directors is currently comprised of five members, including Sven-Olof Lindblad, our founder, Chief Executive Officer and member of our board of directors, Ian Miller, Chief Science and Innovation Officer at the National Geographic Society, and Alex Moen, Chief Explorer Engagement Officer at the National Geographic Society. 16 Human Capital Resources and Management At Lindblad Expeditions, we adhere to our guiding principles, one of which is treating everyone with dignity and respect, and we simply could not do our work without the diverse kaleidoscope of humanity that creates and delivers our remarkable offerings across the planet.
Human Capital Resources and Management At Lindblad Expeditions, we adhere to our guiding principles, one of which is treating everyone with dignity and respect, and we simply could not do our work without the diverse kaleidoscope of humanity that creates and delivers our remarkable offerings across the planet.
Business and Growth Strategies The following are the key components of our business strategy: Deliver Exceptional Guest Experiences Our chief guiding principle throughout the organization is to ensure that everything adds value to the guest experience.
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. 10 Business and Growth Strategies The following are the key components of our business strategy: Deliver Exceptional Guest Experiences Our chief guiding principle throughout the organization is to ensure that everything adds value to the guest experience.
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.
This intense focus on seeking to elevate the overall experience and engaging with guests has resulted in highly favorable customer feedback.
We provide equipment for guests such as kayaks, snowshoes, parkas, and bicycles – from high-end road bikes to e-bikes.
Each company offers a variety of services, activities and equipment specific to their tour segment and provides equipment for guests such as kayaks, snowshoes, parkas, and bicycles – from high-end road bikes to e-bikes.
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.
We offer to handle virtually all travel aspects related to guest reservations and transportation, simplifying the planning and booking process for our guests. 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.

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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 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.
Biggest changeWe 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.
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.
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.
If, for any reason, we are unable to effect a redemption or charitable sale when beneficial ownership of shares by non-U.S. citizens is in excess of 24.99% of the common stock, or otherwise prevent non-U.S. citizens in the aggregate from beneficially owning shares in excess of 24.99% of any class or series of capital stock, or fail to exercise our redemption or forced sale rights because we are unaware that ownership exceeds such percentage, we will likely be unable to comply with the Coastwise Laws and will likely be required by the applicable governmental authorities to suspend our operations in the U.S. coastwise trade.
If, for any reason, we are unable to effect a redemption or charitable sale when beneficial ownership of shares by non-U.S. citizens is in excess of 24.99% of the common stock, or otherwise prevent non-U.S. citizens in the aggregate from beneficially owning shares in excess of 24.99% of any class or series of capital stock, or fail to exercise our redemption or forced sale rights because we are unaware that ownership 36 exceeds such percentage, we will likely be unable to comply with the Coastwise Laws and will likely be required by the applicable governmental authorities to suspend our operations in the U.S. coastwise trade.
A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us. There is also a risk that the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.
A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us. 29 There is also a risk that the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.
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.
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.
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.
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.
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.
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.
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.
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.
Restrictions on access for us and our guests to other protected or preserved areas, including national parks, may result in losses in revenues typically generated by our expeditions to such areas. Failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business.
Restrictions on access for us and our guests to other protected or preserved areas, including national parks, may result in losses in revenues typically generated by our expeditions to such areas. 31 Failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business.
The time and attention of our management may also be diverted in defending such claims, actions and investigations. Subject to applicable insurance coverage, we may also incur costs both in defending against any claims, actions and investigations and for any judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely determined.
The time and attention of our management may also be diverted in defending such claims, actions and investigations. Subject to applicable insurance coverage, we may also incur costs both in 30 defending against any claims, actions and investigations and for any judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely determined.
Significant disruptions or contractions in the industry could reduce the number of travel advisors available for us to market and sell our expeditions, which could have an adverse impact on our financial condition and results of operations. Disruptions in our shoreside operations or our information systems may adversely affect our results of operations.
Significant disruptions or contractions in the industry could reduce the number of travel advisors available for us to market and sell our expeditions, which could have an adverse impact on our financial condition and results of operations. 28 Disruptions in our shoreside operations or our information systems may adversely affect our results of 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.
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. We will require a significant amount of cash to service our debt and sustain our operations.
Any inability to satisfy any covenants required by our debt agreements could result in an acceleration of certain of our indebtedness. We are subject to various covenants in the instruments governing our debt. Any failure to comply with such terms, conditions, and covenants could result in an event of default under our current or future indebtedness.
Any inability to satisfy any covenants required by our existing or future debt agreements could result in an acceleration of certain of our indebtedness. We are subject to various covenants in the instruments governing our debt. Any failure to comply with such terms, conditions, and covenants could result in an event of default under our current or future indebtedness.
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.
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.
We may be unable recruit, develop and retain qualified shipboard personnel who need to live away from home for extended periods of time and other qualified employees, which may adversely impact our business operations, guest services and satisfaction.
We may also be unable recruit, develop, and retain qualified shipboard personnel who need to live away from home for extended periods of time and other qualified employees, which may adversely impact our business operations, guest services and satisfaction.
The current invasion of Ukraine and its resulting impacts, including supply chain disruptions, increased fuel prices and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business.
The invasion of Ukraine and its resulting impacts, including supply chain disruptions, increased fuel prices and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business.
Any conversion of the Series A Convertible Preferred Stock to common stock would also cause substantial dilution to our stockholders. Certain rights of the holders of the Series A Convertible Preferred Stock could delay or prevent an otherwise beneficial takeover or takeover attempt of us.
Any conversion of the Series A Convertible Preferred Stock to common stock would also cause substantial dilution to our stockholders. 37 Certain rights of the holders of the Series A Convertible Preferred Stock could delay or prevent an otherwise beneficial takeover or takeover attempt of us.
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.
The availability of ports and expedition 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.
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.
Although we have no new builds currently in construction, we drydock vessels for repairs or modifications annually, and we have in the past and may in the future increase the size of our fleet by constructing or renovating additional vessels in the future.
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).
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 affected subjects and supervisory authorities in certain circumstances, and possible substantial fines for any violations (including possible fines for certain violations).
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.
The National Geographic agreement also serves as a significant resource 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.
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.
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 and expedition destinations may adversely affect our results of operations.
Any cases of COVID-19 or any other health outbreak on one of our vessels could result in a subsequent suspension of travel or limit our ability to disembark guests from such vessels.
Any cases of any health outbreak on one of our vessels or other vessels could result in a subsequent suspension of travel or limit our ability to disembark guests from such vessels.
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.
National Geographic has the right in certain instances to unilaterally terminate the Brand License Agreement early, 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.
Incidents involving cruise ships, including isolated COVID-19 infections that could result in potential outbreaks on our ships, and the related adverse media publicity, and adverse economic conditions that negatively affect our profitability could negatively impact our ability to recruit, develop and retain sufficient qualified shipboard personnel.
Incidents involving cruise ships, including isolated health infections that could result in potential outbreaks on our ships, and the related adverse media publicity, and adverse economic conditions that negatively affect our profitability could negatively impact our ability to recruit, develop, and retain sufficient qualified shipboard personnel.
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.
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, 2024, we had $635.0 million indebtedness and significant debt service obligations related thereto.
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 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.
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.
Our capital expenditure and operating costs, including food, hotel, payroll, fuel, maintenance and repair, airfare, taxes, insurance and security costs, have risen in recent years, 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.
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.
We have a Brand License Agreement with National Geographic through 2040, and any early termination or alterations to this agreement would likely have a material adverse effect on our business.
Our principal executive offices are located in New York, New York, our principal shoreside operations are located in Seattle, Washington, our shoreside Galápagos’ offices in Ecuador, and our subsidiary operation offices are located in Louisville, Colorado, Bozeman, Montana, Somerville , Massachusetts, and La Jolla, California.
Our principal executive offices are located in New York, New York, our principal shoreside operations are located in Seattle, Washington, our shoreside Galápagos’ offices in Ecuador, and our subsidiary operation offices are located in Louisville, Colorado, Bozeman, Montana, Somerville and Watertown, Massachusetts, and La Jolla, California. We also lease office space, land and camps in Tanzania.
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. 22 In past recessions, demand for our expeditionary travel offerings has been significantly negatively impacted, resulting in lower occupancy rates and adverse pricing.
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.
Any restrictions on expedition travel 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 most COVID-19 pandemic travel restrictions have been lifted or eased, such measures may be reimposed or extended as a result of a COVID-19 outbreak or another infectious disease.
These trust transfer provisions also apply to situations where ownership of a class or series of capital stock by non-U.S. citizens in excess of 22% would be triggered by a change in the status of a record or beneficial owner thereof from a U.S. citizen to a non-U.S. citizen, in which case such person will receive the lesser of the market price of the shares on the date of such status change and the amount received from the sale.
The trustee will sell such excess shares to a U.S. citizen within 20 days of receiving notice from us and distribute to the proposed transferee the lesser of the price that the proposed transferee paid for such shares and the amount received from the sale, and any gain from the sale will be paid to the charitable beneficiary of the trust. 35 These trust transfer provisions also apply to situations where ownership of a class or series of capital stock by non-U.S. citizens in excess of 22% would be triggered by a change in the status of a record or beneficial owner thereof from a U.S. citizen to a non-U.S. citizen, in which case such person will receive the lesser of the market price of the shares on the date of such status change and the amount received from the sale.
In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations, guest port services, logistics distribution and operation of a large part of our information technology systems, which are also affected by the COVID-19 pandemic.
Any such interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations. 25 In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations, guest port services, logistics distribution and operation of a large part of our information technology systems, which are also affected by health pandemics.
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.
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.
In addition, fuel costs may adversely impact the destinations on certain of our itineraries. Certain ports and destinations are facing a surge of both cruise and non-cruise tourism that, in certain cases, has fueled anti-tourism sentiments and related countermeasures to limit the volume of tourists allowed in these destinations, including proposed limits on cruise ships and cruise passengers.
Certain ports and expedition destinations are facing a surge of tourism that, in certain cases, has fueled anti-tourism sentiments and related countermeasures to limit the volume of tourists allowed in these destinations, including proposed limits on cruise ships and cruise passengers or tourists in general.
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.
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.
In the event of such default, the holders of such indebtedness could elect to (i) declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, (ii) terminate their commitments and cease making further loans and (iii) institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.
In the event of such default, the holders of such indebtedness could elect to (i) declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, (ii) terminate their commitments and cease making further loans and (iii) institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. 34 If our operating performance declines, we may in the future need to seek waivers from the required lenders or holders, as applicable, under the instruments governing our other indebtedness to avoid being in default.
In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses. We are subject to the risk that certain decisions regarding the provision of such services are subject to the control of third-party service providers and that those decisions may adversely affect our activities.
We are subject to the risk that certain decisions regarding the provision of such services are subject to the control of third-party service providers and that those decisions may adversely affect our activities.
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.
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 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.
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.
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.
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.
If we do not restrict the amount of ownership of our common stock by non-U.S. citizens, we could be prohibited from operating vessels in U.S. coastwise trade, which would adversely impact our business and operating results.
Changes in governmental regulations and safety or other equipment standards may require unbudgeted expenditures for alterations or the addition of new equipment for our vessels. 32 If we do not restrict the amount of ownership of our common stock by non-U.S. citizens, we could be prohibited from operating vessels in U.S. coastwise trade, which would adversely impact our business and operating results.
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.
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.
Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition. We may lose business to competitors throughout the vacation market. We operate in the vacation market, and adventure travel is one of many alternatives for people choosing a vacation.
Risks Related to Our Business and Operations We may lose business to competitors in the vacation market, which would negatively impact our results of operations and financial condition. We operate in the vacation market, and adventure travel is one of many alternatives for people choosing a vacation.
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.
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.
Our business may be negatively affected by severe or unusual weather conditions, including climate change. Our fleet and the port facilities we use may also be adversely impacted by weather patterns or natural disasters or disruptions, such as hurricanes, earthquakes and changes in ice floes.
Our fleet, the port facilities we use, and the destinations where we offer land expeditions may be adversely impacted by weather patterns or natural disasters or disruptions, such as hurricanes, earthquakes and changes in ice floes.
Some countries in which we operate have laws that restrict the nationality of a vessel’s crew and prior and future ports of call, as well as other considerations relating to particular national interests. Changes in governmental regulations and safety or other equipment standards may require unbudgeted expenditures for alterations or the addition of new equipment for our vessels.
Some countries in which we operate have laws that restrict the nationality of a vessel’s crew and prior and future ports of call, as well as other considerations relating to particular national interests.
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.
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.
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.
WWF is a leading conservation organization whose mission is to conserve nature and reduce the most pressing threats to the diversity of life on Earth. 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.
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.
If our agreement with National Geographic is terminated early 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. 24 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.
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.
Any limitations on the availability or feasibility of our ports of call or expedition destinations could adversely affect our results of operations. Any change in federal or 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.
The impact of volatility and disruptions in the global credit and financial markets may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship contractual payments.
If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt. 33 The impact of volatility and disruptions in the global credit and financial markets may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship contractual payments.
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.
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.
We face significant competition from other vacation and adventure travel operators and cruise companies on the basis of pricing, destination, travel advisors’ preference, and also in terms of the nature of ships and services we offer to guests. Our competition within the expedition and cruise vacation industries depends on the destination, is fragmented, and is primarily comprised of private operators.
The vacation industry in general is fiercely competitive with consumers being solicited for vacation travel from a variety of sources. 23 We face significant competition from other vacation options, adventure travel operators and cruise companies on the basis of pricing, quality, destination, travel advisors’ recommendations, and also in terms of the nature of ships and services we offer to guests.
The demand for travel experiences, including expedition cruises and land-based travel, may be adversely affected by international, national and local economic and geopolitical conditions. In particular, a deterioration in global economic conditions that adversely affects discretionary income and consumer confidence may, in turn, result in decreased bookings, prices and onboard revenues for the expedition and cruise industries.
In particular, a deterioration in global economic conditions that adversely affects discretionary income and consumer confidence may, in turn, result in decreased bookings, prices and onboard revenues for the expedition and cruise industries. Uncertain economic conditions also impact consumer confidence and pose a risk as vacationers may postpone or reduce discretionary spending.
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.
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.
Our success depends on the strength and continued development of our expedition brands and on the effectiveness of our brand strategies. Failure to protect and differentiate our brands from competitors throughout the vacation market could adversely affect our results of operations.
Our success depends on the strength and continued development of our expedition brands and on the effectiveness of our brand strategies.
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.
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. We rely on third-party providers of various services integral to the operation of our businesses.
Any limitations on the availability or feasibility of our ports of call could adversely affect our results of operations. Conducting business globally may result in increased costs and other risks. We operate our business globally and plan to continue to expand our international presence.
Changes to federal or state classifications regarding remote employees and independent contractors could adversely impact our business and operations and increase our labor costs. 26 Conducting business globally may result in increased costs and other risks. We operate our business globally and plan to continue to expand our international presence.
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 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.
Our management team is comprised of individuals with a diverse knowledge base and skill sets acquired through extensive experience in expedition cruising, adventure travel, and hospitality. We must continue to sufficiently recruit, retain, train and motivate our employees to maintain our current business and support our projected growth.
Our management team is comprised of individuals with a diverse knowledge base and skill sets acquired through extensive experience in expedition cruising, adventure travel, and hospitality. A loss of key executives or other key employees or disruptions among our personnel could adversely affect our results of operations.
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.
Expedition sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by our deployment decisions and our competitors’ deployment decisions. New expedition class ships have been ordered, are under construction, or have already been delivered for our competitors.
We have a relationship with World Wildlife Fund ( “ WWF ” ), and the termination or alterations in this relationship may have an adverse effect on our Natural Habitat business. WWF is a leading conservation organization whose mission is to conserve nature and reduce the most pressing threats to the diversity of life on Earth.
Failure to protect and differentiate our brands from competitors throughout the vacation market could adversely affect our results of operations. 27 We have a relationship with World Wildlife Fund ( “ WWF ” ), and the termination of or alterations to this relationship may have an adverse effect on our Natural Habitat business.
We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.
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.
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.
These third parties may act in ways that could harm our business. In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses.
We cannot be assured that we will be able to generate sufficient cash through any of the foregoing. If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt.
We cannot be assured that we will be able to generate sufficient cash through any of the foregoing.
There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised. Risks Related to Our Business and Operations Adverse worldwide economic, geopolitical or other conditions could reduce the demand for expedition travel and adversely impact our operating results, cash flows and financial condition.
Adverse worldwide economic, geopolitical or other conditions could reduce the demand for expedition travel and adversely impact our operating results, cash flows and financial condition. The demand for travel experiences, including expedition cruises and land-based travel, may be adversely affected by international, national and local economic and geopolitical conditions.
Currently, we do not directly compete with large cruise vessels.
Our competition within the expedition and cruise vacation industries depends on the destination, is fragmented, and is primarily comprised of private operators. Currently, we do not directly compete with large cruise vessels.
Removed
Any such interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations.
Added
Risks 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, 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 .
Removed
Uncertain economic conditions also impact consumer confidence and pose a risk as vacationers may postpone or reduce discretionary spending.
Added
In the event that we do not compete effectively within the vacation industry, our results of operations and financial position would be materially adversely affected. An increase in expedition ship capacity worldwide or excess capacity in a particular market could adversely impact our expedition sales and/or pricing.
Removed
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.
Added
Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition. Our business may be negatively affected by severe or unusual weather conditions, including climate change.
Removed
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.
Added
Delays or cost overruns or the financial difficulties of the shipyards could have a negative impact on us.
Removed
The National Geographic channel represented approximately 20% of expedition sailing guest ticket revenues for 2023, 25% for 2022, and 28% for 2021.
Added
There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised. 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.
Removed
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThrough ongoing communications with these teams, the Information Security Committee monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and report such threats and incidents to the Risk Management Committee when appropriate. 35 The VPIT and the vCISO provide frequent reporting and updates to our executive management and provides a full report to the Audit Committee of the Board on the cybersecurity audit and its cybersecurity roadmap for improvements and new infrastructure implementations annually, or more frequently if the need arises.
Biggest changeOur VPIT and vCISO provide frequent reporting and updates to our executive management and provides a full report to the Audit Committee of the Board on the cybersecurity audit and its cybersecurity roadmap for improvements and new infrastructure implementations annually, or more frequently if the need arises.
Assessment Methodology: The third-party assessors employ a range of methodologies, including penetration testing, vulnerability assessments, and security audits. These methodologies are aligned with industry standards and best practices to ensure a thorough and effective evaluation. 36 Collaboration and Transparency: We maintain an open line of communication with our assessors throughout the evaluation process.
Assessment Methodology: The third -party assessors employ a range of methodologies, including penetration testing, vulnerability assessments, and security audits. These methodologies are aligned with industry standards and best practices to ensure a thorough and effective evaluation. Collaboration and Transparency: We maintain an open line of communication with our assessors throughout the evaluation process.
The VPIT holds several information technology licenses and certificates and has served in various roles in information technology for over 25 years, including experience managing risks arising from cybersecurity threats. The Information Security Committee oversees our ERM process, including the management of risks arising from cybersecurity threats.
Our VPIT holds several information technology licenses and certificates and has served in various roles in information technology for over 25 years, including experience managing risks arising from cybersecurity threats. 38 The Information Security Committee oversees our ERM process, including the management of risks arising from cybersecurity threats.
Through these measures, we strive to mitigate the cybersecurity risks associated with third-party service providers, ensuring the resilience and security of our operations and data. 37
Through these measures, we strive to mitigate the cybersecurity risks associated with third -party service providers, ensuring the resilience and security of our operations and data.
Feedback and Continuous Improvement: Feedback from these assessments is integral to our continuous improvement process. We regularly update our cybersecurity policies and practices based on the insights gained from these assessments to stay ahead of evolving cyber threats. In today’s interconnected business environment, reliance on third-party service providers is inevitable.
Feedback and Continuous Improvement: Feedback from these assessments is integral to our continuous improvement process. We regularly update our cybersecurity policies and practices based on the insights gained from these assessments to stay ahead of evolving cyber threats. 39 In today ’s interconnected business environment, reliance on third -party service providers is inevitable.
Governance We have an Information Security Committee, assisted by a Virtual Chief Information Security Officer (the “vCISO”) which is a contracted third-party security firm whose responsibilities include the formulation, review and recommendation of information security policies, ensuring compliance with applicable information security requirements, assessing the adequacy and effectiveness of the information security policies and coordinate the implementation of information security controls, identifying and recommending how to handle an instance of non-compliance, provide clear direction and visible management support for information security initiatives, promote information security education, training, and awareness throughout the Company, and initiate plans and programs to maintain information security awareness, educate the team and staff on ongoing legal, regulatory and compliance changes as well as industry news and trends, educate the team and staff on ongoing legal, regulatory and compliance changes as well as industry news and trends, report annually, in coordination with the vCISO, to Executive Management on the effectiveness of our information security program, including progress of remedial actions.
The Information Security Committee is assisted by a Virtual Chief Information Security Officer (the “vCISO”) which is a contracted third-party security irm whose responsibilities include the formulation, review and recommendation of information security policies, ensuring compliance with applicable information security requirements, assessing the adequacy and effectiveness of the information security policies and coordinate the implementation of information security controls, identifying and recommending how to handle an instance of non-compliance, providing clear direction and visible management support for information security initiatives, promoting information security education, training, and awareness throughout the Company, and initiating plans and programs to maintain information security awareness, educating the team and staff on ongoing legal, regulatory and compliance changes as well as industry news and trends, and reporting annually, in coordination with the vCISO, to Executive Management on the effectiveness of our information security program, including progress of remedial actions.
The Information Security Committee, which includes the vCISO, our Vice President of Information Technology (“VPIT”) and our network administrators, works collaboratively across the Company to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery policies.
The Information Security Committee works collaboratively across the Company to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery policies.
We also subscribed to a Managed Threat Response service that proactively monitors all systems. System event logs are produced and reviewed, with all exceptions and anomalies of actions affecting or relevant to information security identified and investigated.
We also subscribe to a Managed Threat Response service that proactively monitors all systems. System event logs are produced and reviewed, with all exceptions and anomalies of actions affecting or relevant to information security identified and investigated. The Security Operations Center from Sophos manages this service which reviews, identifies, and investigates threats in coordination with our internal teams.
The vCISO has served in various roles in information technology and information security for over 25 years, including serving as the Chief Information Security Officer of two large public companies. The vCISO holds undergraduate and graduate degrees in computer science and has attained the professional certification of Certified Chief Information Security Officer.
Our vCISO has employees and consultants that have served in various roles in information technology and information security for over 25 years, including serving as the Chief Information Security Officer of two large public companies.
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Governance We have an Information Security Committee, which is comprised of our Vice President of Information Technology (“VPIT”) and our network administrators.
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Through ongoing communications with these teams, the Information Security Committee monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and report such threats and incidents to the Risk Management Committee when appropriate.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also lease our Natural Habitat office in Louisville, Colorado, our Off the Beaten Path office in Bozeman, Montana, our DuVine Cycling and Adventure office in Somerville, Massachusetts, our Classic Journeys office in La Jolla, California, a media studio in Burlington, Vermont and warehouse space in Seattle, Washington for our shoreside operations.
Biggest changeWe also lease our Natural Habitat office in Louisville, Colorado, our Off the Beaten Path office in Bozeman, Montana, our DuVine Cycling and Adventure office in Somerville, Massachusetts, our Classic Journeys office in La Jolla, California, a media studio in Burlington, Vermont, our Thomson Safaris offices in Watertown, Massachusetts and Tanzania, Nature Discovery and Gibb’s Farm land and camps in Tanzania, and warehouse space in Seattle, Washington for our shoreside operations.
Additionally, 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.”
Additionally, we own the property for Natural Habitat’s 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 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. 38 PART II
Biggest changeExcept as described below, we 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 the potential for a material adverse effect on our financial position or results of operations. Workers ’ Committee of Navilusal Cia. Ltda.
Item 3. Legal Proceedings We are involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business.
Item 3. Legal Proceedings We are involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business and it has protection and indemnity insurance that would be expected to cover any damages.
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On October 8, 2024, the Workers’ Committee of Navilusal Cia. Ltda. filed an action (the “Complaint”) with the Ministry of Labor in the Republic of Ecuador against Navilusal Cia. Ltda.
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(“Navilusal”), a subsidiary of the Company, alleging, among other things, Navilusal’s failure to pay a surcharge on gross sales and a percent of net profits of Ecuadorian subsidiary companies Metrohotel and Marventura, and monetary damages related thereto.
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The Company entered into mediation with the involved parties and agreed to settle the matter and have the Complaint dismissed for an immaterial amount. The settlement includes no admission of liability, wrongdoing, or fault by the Company or Navilusal. Item 4. Mine Safety Disclosures Not applicable. 40 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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
Biggest changeItem 4. Mine Safety Disclosures 40 PART II Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 41 Item 6. Reserved 39 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 43

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
Biggest changeNo shares were repurchased under the Repurchase Plan during the three months ended December 31, 2024 and $12.0 million remained available for repurchase under the Repurchase Plan. 41 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, 2024 17,604 $ 9.88 $ - $ 11,974,787 November 1 through November 30, 2024 19,903 13.12 - 11,974,787 December 1 through December 31, 2024 548 13.26 - 11,974,787 Total 38,055 $ - Stock Performance Graph The following stock performance graph compares the performance of our common stock from December 31, 2019 to December 31, 2024 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.
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.
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, 2019 and reinvestment of dividends.
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.
Recent Sales by the Company of Unregistered Securities There were no unregistered sales of equity securities during the three months ended December 31, 2024. Repurchases of Securities Our Board of Directors publicly announced a stock repurchase plan (“Repurchase Plan”) on November 9, 2015 and increased the Repurchase Plan to $35.0 million on November 4, 2016.
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.
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, 2025, there were 186 holders of record of our common stock.
We intend to retain all earnings for use in our business operations and for purchases of our common stock, accordingly, our Board of Directors does not anticipate declaring any dividends in the foreseeable future.
We intend to retain all earnings for use in our business operations and, accordingly, our Board of Directors does not anticipate declaring any dividends in the foreseeable future.
Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon our results of operations, financial condition, restrictions imposed by applicable law and our financing agreements and other factors that our Board of Directors deems relevant.
Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon our results of operations, financial condition, restrictions imposed by applicable law and our financing agreements and other factors that our Board of Directors deems relevant. In addition, our debt facilities restrict our ability to make dividend payments.
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
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"). 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 LIND $ 100.00 $ 104.65 $ 102.38 $ 47.07 $ 68.89 $ 72.25 S&P 500 100.00 116.60 147.96 119.19 148.07 182.59 S&P Hotels, Resorts & Cruise Lines Index 100.00 76.81 93.34 70.56 112.46 147.70 FTSE 100 Index 100.00 85.66 97.91 98.80 102.58 108.36

Item 7. Management's Discussion & Analysis

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

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Biggest changeReconciliation of Net Loss to Adjusted EBITDA Consolidated For the years ended December 31, (In thousands) 2023 2022 2021 Net loss $ (40,876 ) $ (108,160 ) $ (119,168 ) Interest expense, net 45,014 37,495 24,578 Income tax expense (benefit) 3,146 6,076 (2,019 ) Depreciation and amortization 46,711 44,042 39,525 (Gain) loss on foreign currency (751 ) 1,236 1,265 Other expense (income) 4,066 307 (15,487 ) Stock-based compensation 13,886 6,992 5,563 Other 10 486 1,700 Adjusted EBITDA $ 71,206 $ (11,526 ) $ (64,043 ) The following tables outline the reconciliation for each segment from operating income (loss) to Adjusted EBITDA: Reconciliation of Operating (Loss) Income to Adjusted EBITDA Lindblad Segment For the years ended December 31, (In thousands) 2023 2022 2021 Operating loss $ (8,692 ) $ (77,871 ) $ (111,477 ) Depreciation and amortization 43,351 41,275 37,516 Stock-based compensation 13,787 6,992 5,429 Other 10 450 1,290 Adjusted EBITDA $ 48,456 $ (29,154 ) $ (67,242 ) Land Experiences Segment For the years ended December 31, (In thousands) 2023 2022 2021 Operating income $ 19,291 $ 14,825 $ 646 Depreciation and amortization 3,360 2,767 2,009 Stock-based compensation 99 - 134 Other - 36 410 Adjusted EBITDA $ 22,750 $ 17,628 $ 3,199 Liquidity and Capital Resources As of December 31, 2023, we had $187.3 million in cash and cash equivalents, including $30.5 million in restricted cash, which is primarily related to deposits on future travel originating from U.S. ports and credit card reserves.
Biggest changeFor the years ended December 31, (In thousands) 2024 2023 Change % 2022 Change % Tour revenues: Lindblad $ 423,306 $ 397,410 $ 25,896 7 % $ 278,449 $ 118,961 43 % Land Experiences 221,421 172,133 49,288 29 % $ 143,051 29,082 20 % Total tour revenues $ 644,727 $ 569,543 $ 75,184 13 % $ 421,500 $ 148,043 35 % Operating income: Lindblad $ (2,928 ) $ (8,692 ) $ 5,764 66 % $ (77,871 ) $ 69,179 89 % Land Experiences 24,481 19,291 5,190 27 % $ 14,825 4,466 30 % Operating income (loss) $ 21,553 $ 10,599 $ 10,954 103 % $ (63,046 ) $ 73,645 NM Adjusted EBITDA: Lindblad $ 59,400 $ 48,456 $ 10,944 23 % $ (29,154 ) $ 77,610 266 % Land Experiences 31,832 22,750 9,082 40 % $ 17,628 5,122 29 % Total adjusted EBITDA $ 91,232 $ 71,206 $ 20,026 28 % $ (11,526 ) $ 82,732 NM 48 Reconciliation of Net Loss to Adjusted EBITDA Consolidated For the years ended December 31, (In thousands) 2024 2023 2022 Net loss $ (28,195 ) $ (40,876 ) $ (108,160 ) Interest expense, net 45,738 45,014 37,495 Income tax expense 3,104 3,146 6,076 Depreciation and amortization 52,562 46,711 44,042 Loss (gain) loss on foreign currency 1,065 (751 ) 1,236 Other (income) expense (159 ) 4,066 307 Stock-based compensation 9,833 13,886 6,992 Transaction-related costs 3,913 - - Legal settlement 3,000 - - Reorganization costs 371 - - Other - 10 486 Adjusted EBITDA $ 91,232 $ 71,206 $ (11,526 ) The following tables outline the reconciliation for each segment from operating income (loss) to Adjusted EBITDA: Lindblad Segment For the years ended December 31, (In thousands) 2024 2023 2022 Operating loss $ (2,928 ) $ (8,692 ) $ (77,871 ) Depreciation and amortization 48,433 43,351 41,275 Stock-based compensation 9,656 13,787 6,992 Legal settlement 3,000 - - Transaction-related costs 868 - - Reorganization costs 371 - - Other - 10 450 Adjusted EBITDA $ 59,400 $ 48,456 $ (29,154 ) Reconciliation of Operating (Loss) Income to Adjusted EBITDA Land Experiences Segment For the years ended December 31, (In thousands) 2024 2023 2022 Operating income $ 24,481 $ 19,291 $ 14,825 Depreciation and amortization 4,129 3,360 2,767 Transaction-related costs 3,045 - - Stock-based compensation 177 99 - Other - - 36 Adjusted EBITDA $ 31,832 $ 22,750 $ 17,628 Results of Operations – Lindblad Segment Guest Metrics — Lindblad Segment The following tables set forth our Guest Metrics for the Lindblad segment.
Adjusted EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, other income (expense), income tax (expense) benefit, (gain) loss on foreign currency, (gain) loss on transfer of assets, reorganization costs, and other supplemental adjustments. Other supplemental adjustments include certain non-operating items such as stock-based compensation, executive severance costs, debt refinancing costs, acquisition-related expenses and other non-recurring charges.
Adjusted EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, other income (expense), income tax (expense) benefit, (gain) loss on foreign currency, and other supplemental adjustments. Other supplemental adjustments include certain non-operating items such as stock-based compensation, reorganization costs, executive severance costs, debt refinancing costs, acquisition-related expenses, (gain) loss on transfer of assets, and other non-recurring charges.
Herewith 32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith 32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation.
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.
Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate rate plus a spread or a base rate plus a spread. The Company is required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate plus a spread or a base rate plus a spread. The Company is required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility.
Any adjustments to the carrying value of the redeemable noncontrolling interest, up to the fair value of the of the noncontrolling interest, are classified to retained earnings. Adjustments in excess of the fair value of the noncontrolling interest, are treated as a decrease to net income available to common stockholders.
Any adjustments to the carrying value of the redeemable noncontrolling interest, up to the fair value of the noncontrolling interest, are classified to retained earnings. Adjustments in excess of the fair value of the noncontrolling interest, are treated as a decrease to net income available to common stockholders.
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.
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.
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 ).
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.
By Reference 8-K February 7, 2022 4.6 Indenture, dated as of May 2, 2023, among the Issuer, each of the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent, governing the terms of the Issuer’s $275,000,000 aggregate principal amount of 9.000% Senior Secured Notes due 2028.
Exhibit 4.4 ). By Reference 8-K February 7, 2022 4.6 Indenture, dated as of May 2, 2023, among the Issuer, each of the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent, governing the terms of the Issuer’s $275,000,000 aggregate principal amount of 9.000% Senior Secured Notes due 2028.
The Company has a first call option, expiring December 31, 2025, to acquire an additional 10% of DuVine from Mr. Levine, and a second call option, but not an obligation, on or after December 31, 2025, with an expiration of December 31, 2030, under which it can buy Mr. Levine’s remaining interest at a similar fair value measure as Mr.
The Company has a first call option, expiring December 31, 2025, to acquire an additional 10% of DuVine from Mr. Levine, and a second call option, but not an obligation, on or after December 31, 2025, with an expiration of December 31, 2030, under which it can acquire Mr. Levine’s remaining interest at a similar fair value measure as Mr.
As of December 31, 2023, no amounts were outstanding under the Revolving Credit Agreement. 9.00% Senior Secured Notes due 2028 On May 2, 2023, we issued $275.0 million aggregate principal amount of 9.00% senior secured notes due 2028 (the “9.00% Notes”) in a private offering.
As of December 31, 2024, no amounts were outstanding under the Revolving Credit Agreement. 9.00% Senior Secured Notes due 2028 On May 2, 2023, we issued $275.0 million aggregate principal amount of 9.00% senior secured notes due 2028 (the “9.00% Notes”) in a private offering.
Our Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in November 2015 and increased the repurchase plan to $35.0 million in November 2016. The Repurchase Plan authorizes us to purchase from time to time our outstanding common stock. Any shares purchased will be retired.
Our Board of Directors approved a stock repurchase plan (“Repurchase Plan”) in November 2015 and increased the repurchase plan to $35.0 million in November 2016. The Repurchase Plan authorizes us to purchase from time to time our outstanding common stock. Any shares purchased will be retired.
We operate land-based adventure travel experiences around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet's remarkable destinations including the animals and people who live there. Natural Habitat, Inc.
We also operate land-based adventure travel experiences around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet's remarkable destinations including the animals and people who live there. Natural Habitat, Inc.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 55 Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.
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.
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, 2024 and 2023; ● 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.
Bressler, founder of Natural Habitat, retains a 19.9% noncontrolling interest in Natural Habitat, which is subject to a put/call arrangement, amended May 2020 and December 2022. Mr.
Bressler, founder of Natural Habitat, retains a 9.9% noncontrolling interest in Natural Habitat, which is subject to a put/call arrangement, amended May 2020 and December 2022. Mr.
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.
By Reference 8-K February 7, 2022 10. 22 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.
The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the vesting of stock awards. Since the Repurchase Plan inception, the Company has cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 warrants for $14.7 million, as of December 31, 2023. All repurchases were made using cash resources.
The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the vesting of stock awards. Since the Repurchase Plan inception, the Company has cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 warrants for $14.7 million, as of December 31, 2024. All repurchases were made using cash resources.
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).
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, 2024. 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).
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.
We generally have not hedged our fuel purchases as there is no particular market or index to hedge against given the geographic diversity of 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.
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted, terminated or modified by our directors and executive officers during the three months ended December 31, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c).
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted, terminated or modified by our directors and executive officers during the three months ended December 31, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c).
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.
None of the websites referenced in this Annual Report on 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.
Code of Conduct and Ethics We have adopted Codes of Business Conduct and Ethics that applies to our employees, including our principal executive officer, principal financial officer and persons performing similar functions, and our directors. Our codes of ethics and business conduct can be found posted in the investor relations sections on our website at http://investors.expeditions.com .
Code of Conduct and Ethics We have adopted Codes of Business Conduct and Ethics that apply to our employees, including our principal executive officer, principal financial officer and persons performing similar functions, and our directors. Our codes of ethics and business conduct can be found posted in the investor relations sections on our website at http://investors.expeditions.com .
No taxes have been accrued as a result of this change because no taxes are expected to be imposed by either the United States or the Cayman Islands upon such a remittance. The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions.
No taxes have been accrued as a result of this change because no taxes are expected to be imposed by either the United States or the Cayman Islands upon such a remittance. F- 22 The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions.
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 effectiveness of our internal control over financial reporting as of December 31, 2024 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.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
F- 10 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company after elimination of all intercompany accounts and transactions. The consolidated financial statements and accompanying footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
F-9 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company after elimination of all intercompany accounts and transactions. The consolidated financial statements and accompanying footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
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.
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 value of future travel certificates in excess of cash F- 11 received is being recognized as a discount to tour revenues at the time the related expedition occurs and includes an estimate of breakage based on historical behavior of the customer and/or time to expiration of the certificate.
The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs and includes an estimate of breakage based on historical behavior of the customer and/or time to expiration of the certificate.
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.
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 12—Stockholders’ Equity.
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.
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, 2024, 2023 and 2022, 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, 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.
Letters of Credit As of December 31, 2024 and 2023, 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 2025.
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.
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, 2024, 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 Stockholders 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. 57 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
The Company has a call option, but not an obligation, with an expiration of March 31, 2029, under which it can buy Mr. Bressler’s remaining interest at a similar fair value measure as Mr. Bressler’s put option, subject to a call purchase price minimum. Mr.
The Company has a call option, but not an obligation, with an expiration of March 31, 2029, under which it can acquire Mr. Bressler’s remaining interest at a similar fair value measure as Mr. Bressler’s put option, subject to a call purchase price minimum. Mr.
The Company has a call option, but not an obligation, on or after October 31, 2025, with an expiration of December 31, 2030, under which it can buy Mr. Lawrence’s remaining interest at a similar fair value measure as Mr. Lawrence’s put option. Mr.
The Company has a call option, but not an obligation, on or after October 31, 2025, with an expiration of December 31, 2030, under which it can acquire Mr. Lawrence’s remaining interest at a similar fair value measure as Mr. Lawrence’s put option. Mr.
This exposure includes prepaid assets, potential newbuild contracted payments, charter commitments and current liabilities that are denominated in currencies other than our functional currency. 51 In addition, we have ship maintenance and construction contracts which are denominated in currencies other than the U.S. dollar.
This exposure includes prepaid assets, potential newbuild contracted payments, charter commitments and current liabilities that are denominated in currencies other than our functional currency. We have ship maintenance and construction contracts which are denominated in currencies other than the U.S. dollar.
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).
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, 2024, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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.
General and Administrative Expense General and administrative expenses represent the costs of the Company’s administrative functions, and includes salaries and related benefits, professional fees and occupancy costs, shore-side vessel support, credit card commissions, and reservations functions. Selling and Marketing Expense Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses.
These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, 9.00% Notes and Revolving Credit Facility. As of December 31, 2023, the Company was in compliance with the covenants currently in effect.
These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, 9.00% Notes and Revolving Credit Facility. As of December 31, 2024, the Company was in compliance with the covenants currently in effect.
The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities. As of December 31, 2023 and 2021, the Company had no unrecognized tax positions.
The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities. As of December 31, 2024 and 2023, the Company had no unrecognized tax positions.
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.
At any time, we may, at our option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days.
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.
By Reference 8-K July 10, 2015 62 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.
Employee Incentive Plan. * By Reference 8-K April 3, 2017 10.1 4 Form of Restricted Stock Unit Agreement. * By Reference 8-K April 3, 2017 10. 15 Form of Performance Share Unit Agreement. * By Reference 8-K April 3, 2017 10. 16 Amendment No. 1 dated as of September 4, 2018 to Employment Agreement between the Company and Dean (Trey) Byus. * By Reference 8-K September 6, 2018 10.1 7 Investment Agreement Dated as of August 26, 2020 by and among Lindblad Expeditions Holdings, Inc. and The Purchasers.
Employee Incentive Plan. * By Reference 8-K April 3, 2017 10.1 3 Form of Restricted Stock Unit Agreement. * By Reference 8-K April 3, 2017 10. 14 Form of Performance Share Unit Agreement. * By Reference 8-K April 3, 2017 10. 15 Amendment No. 1 dated as of September 4, 2018 to Employment Agreement between the Company and Dean (Trey) Byus. * By Reference 8-K September 6, 2018 10.1 6 Investment Agreement Dated as of August 26, 2020 by and among Lindblad Expeditions Holdings, Inc. and The Purchasers.
By Reference 8-K August 27, 2020 10.1 8 Form of Market Stock Unit Award Agreement.
By Reference 8-K August 27, 2020 10.1 7 Form of Market Stock Unit Award Agreement.
Lease expense is recognized on a straight-line basis over the term of the lease. The Company reviewed its contracts with vendors and customers, determining that its right-to-use lease assets consisted primarily of office space operating leases.
Lease expense is recognized on a straight-line basis over the term of the lease. The Company reviewed its contracts with vendors, determining that its right-to-use lease assets consisted primarily of office space and land operating leases.
The Company also uses foreign exchange forward contracts, designated as cash flow hedges, from time-to-time as necessary, to manage its exposure to foreign denominated contracts. F- 15 By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk.
The Company also uses foreign exchange forward contracts, designated as cash flow hedges, from time-to-time as necessary, to manage its exposure to foreign denominated contracts. By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk.
The Company has call options which enable it, but does not obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options. Mr.
The Company has call options which enable it, but does not obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options. F- 23 Mr.
By Reference 8-K February 7, 2022 10.24 Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Noah Brodsky. * By Reference 8-K May 31, 2022 10.25 Second Amendment to Stockholders Agreement by and among Lindblad Expeditions Holdings, Inc. Natural Habitat, Inc. and Ben Bressler.
By Reference 8-K February 7, 2022 10.23 Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Noah Brodsky. * By Reference 8-K May 31, 2022 10.24 Second Amendment to Stockholders Agreement by and among Lindblad Expeditions Holdings, Inc. Natural Habitat, Inc. and Ben Bressler.
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.
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, 2024, based on the COSO criteria.
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.
By Reference 8-K October 5, 2020 10. 18 Amendment to Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Ben Bressler. * By Reference 10-Q May 6, 2020 10. 19 Amendment to Natural Habitat, Inc.’s Stockholders’ Agreement by and between Lindblad Expeditions Holdings, Inc., Natural Habitat, Inc. and Ben Bressler.
The Company has a call option, but not an obligation, under which it can buy Mr. and Mrs. Piegza’s remaining interest at a similar fair value measure as Mr. and Mrs. Piegza’s put option.
The Company has a call option, but not an obligation, under which it can acquire Mr. and Mrs. Piegza’s remaining interest at a similar fair value measure as Mr. and Mrs. Piegza’s put option.
As of December 31, 2023, the Company had no borrowings under its Revolving Credit Facility. 9.00% Notes On May 2, 2023, the Company issued $275.0 million aggregate principal amount of 9.00% senior secured notes due 2028 (the “9.00% Notes”) in a private offering.
As of December 31, 2024, the Company had no borrowings under its Revolving Credit Facility. F- 19 9.00% Notes On May 2, 2023, the Company issued $275.0 million aggregate principal amount of 9.00% senior secured notes due 2028 (the “9.00% Notes”) in a private offering.
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.
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, 2024.
During December 2023, FASB issued ASU 2023 - 09 ― Income Taxes (Topic 740 ) – Improvements to Income Tax Disclosures . The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024.
Recent Accounting Pronouncements During December 2023, FASB issued ASU 2023 - 09 ― Income Taxes (Topic 740 ) – Improvements to Income Tax Disclosures . The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024.
For the year ended December 31, 2023, 0.8 million restricted shares, 0.2 million options and 8.0 million common shares issuable upon the conversion of the Preferred Stock were excluded.
For the year ended December 31, 2024, 0.8 million restricted shares, 2.4 million options and 8.4 million common shares issuable upon the conversion of the Preferred Stock were excluded. For the year ended December 31, 2023, 0.8 million restricted shares, 0.2 million options and 8.0 million common shares issuable upon the conversion of the Preferred Stock were excluded.
By Reference 10-Q May 6, 2020 10.2 1 Lindblad Expeditions Holdings, Inc. 2021 Long Term Incentive Plan. * By Reference DEF 14A April 19, 2021 10. 22 Collateral Trust Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the other grantors party thereto, Wilmington Trust, National Association as trustee and collateral trustee, Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Revolving Credit Agreement and each additional authorized representative from time to time party thereto.
By Reference 10-Q May 6, 2020 10.20 Lindblad Expeditions Holdings, Inc. 2021 Long Term Incentive Plan. * By Reference DEF 14A April 19, 2021 10. 21 Collateral Trust Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the other grantors party thereto, Wilmington Trust, National Association as trustee and collateral trustee, Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Revolving Credit Agreement and each additional authorized representative from time to time party thereto.
Operational and Financial Metrics We use a variety of operational and financial metrics, including non-GAAP financial measures, such as Adjusted EBITDA, Net Yields, Occupancy and Net Cruise Cost, to enable us to analyze the performance and financial condition of our ship operations.
Operational and Financial Metrics We use a variety of operational and financial metrics, including non-GAAP financial measures, such as Net Yields, Occupancy and Net Cruise Cost, to enable us to analyze the performance and financial condition of our ship operations, and measures such as Adjusted EBITDA to analyze the performance and financial condition of our segments and consolidated results.
NOTE 11 — STOCKHOLDERS ’ EQUITY Company Stock The Company has 1,000,000 shares of preferred stock authorized, $0.0001 par value and 200,000,000 shares of common stock authorized, $0.0001 par value.
NOTE 12 — STOCKHOLDERS ’ EQUITY Company Stock The Company has 1,000,000 shares of preferred stock authorized, $0.0001 par value and 200,000,000 shares of common stock authorized, $0.0001 par value.
Herewith 101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management compensatory agreement. # Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
By Reference 10-K March 6, 2024 101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management compensatory agreement. # Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 42) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-4 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 F-5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022 F-6 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024, 2023 and 2022 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 F-8 Notes to Consolidated Financial Statements F-9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
Fuel costs represented 4.9%, 7.4% and 4.5% of our tour revenues for the years ended December 31, 2023, 2022 and 2021, respectively. We may be exposed to a market risk for interest rates related to our revolving credit facility. As of December 31, 2023, no amounts were outstanding under the revolving credit facility.
Fuel costs represented 4.1%, 4.9% and 7.4% of our tour revenues for the years ended December 31, 2024, 2023 and 2022, respectively. We may be exposed to a market risk for interest rates related to our revolving credit facility. As of December 31, 2024, no amounts were outstanding under the revolving credit facility.
F-9 Lindblad Expeditions Holdings, Inc. Notes to the Consolidated Financial Statements NOTE 1 — BUSINESS Organization Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries’ (the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places.
F-8 Lindblad Expeditions Holdings, Inc. Notes to the Consolidated Financial Statements NOTE 1 — BUSINESS Organization Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries’ (the “Company” or “Lindblad”) mission is offering life-enhancing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places.
As of and for the years December 31, 2023 and 2022, the Company determined that there were no triggering events regarding its long-lived assets. F- 14 Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered.
As of and for the years December 31, 2024 and 2023, the Company determined that there were no triggering events regarding its long-lived assets. Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered.
Long-Term Incentive Compensation See the following table for a summary of PSU, restricted stock, RSU and MSU activity.
F- 27 Long-Term Incentive Compensation See the following table for a summary of PSU, restricted stock, RSU and MSU activity.
By 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.
By 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 10.1 2 Lindblad Expeditions Holdings, Inc.
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lindblad Expeditions Holdings, Inc. and subsidiaries as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders' (deficit) equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lindblad Expeditions Holdings, Inc. and Subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
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).
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, 2024, 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).
For the years ended December 31, 2023, 2022 and 2021, interest and penalties included in income tax expense related to unrecognized tax benefits and/or uncertain tax positions were insignificant. F- 24 The Company is subject to tax audits in all jurisdictions for which it files tax returns.
For the years ended December 31, 2024, 2023 and 2022, interest and penalties included in income tax expense related to unrecognized tax benefits and/or uncertain tax positions were insignificant. The Company is subject to tax audits in all jurisdictions for which it files tax returns.
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.
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.
(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.
(Registrant) By: /s/ Natalya Leahy Natalya Leahy 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 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 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.
This relationship, which was recently expanded and extended in November 2023, includes a co-selling, co-marketing and global branding arrangement whereby our owned vessels carry the National Geographic name, and National Geographic sells our expeditions through its internal travel division.
This relationship, which was recently expanded and extended through 2040, includes a co-selling, co-marketing and global branding arrangement whereby our owned vessels carry the National Geographic name, and National Geographic sells our expeditions through its internal travel division.
The balance available for the Repurchase Plan as of December 31, 2023 was $12.0 million. NOTE 12 — STOCK-BASED COMPENSATION During 2021, the Company’s compensation committee approved the 2021 Long-Term Incentive Plan, which supersedes the 2015 Long-Term Incentive Plan, and authorizes restricted time and performance awards and stock options to key employees.
The balance available for the Repurchase Plan as of December 31, 2024 was $12.0 million. F-26 NOTE 13 — STOCK-BASED COMPENSATION During 2021, the Company’s compensation committee approved the 2021 Long-Term Incentive Plan, which supersedes the 2015 Long-Term Incentive Plan, and authorizes restricted time and performance awards and stock options to key employees.
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 Company completed the annual impairment test as of September 30, 2024, noting 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.
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.
For the years ended December 31, 2024, 2023 and 2022, deferred financing costs charged to interest expense were $3.7 million, $3.4 million and $2.7 million, respectively.
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.
Restricted Cash 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.
As of December 31, 2023, the Preferred Stock could be converted at the option of the holders into 8.0 million shares of the Company’s common stock. F-27 Stock Repurchase Plan In 2016, the Company’s Board of Directors approved a $15.0 million increase to the Company’s existing stock and warrant repurchase plan (“Repurchase Plan”), to $35.0 million.
As of December 31, 2024, the Preferred Stock could be converted at the option of the holders into 8.4 million shares of the Company’s common stock. Stock Repurchase Plan In 2016, the Company’s Board of Directors approved a $15.0 million increase to the Company’s existing stock and warrant repurchase plan (“Repurchase Plan”), to $35.0 million.
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.
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, 2024, 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 February 28, 2025, expressed an unqualified opinion thereon.
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.
Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15 to 25 Buildings and building improvements 3 to 40 Furniture & equipment 5 Computer hardware and software 5 to 10 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.

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