LINDBLAD EXPEDITIONS HOLDINGS INC
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 6, 2024
LIND$35.37-0.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits, Financial Statement Schedules |
|---|
| (1) | Consolidated Financial Statements. |
See Index to Consolidated Financial Statements on page F-1.
| (2) | Financial Statement Schedules. |
None.
| (3) | Exhibits. |
The following exhibits are filed or incorporated by reference as part of this Form 10-K.
| Number | Description | Included | Form | Filing Date |
| 3.1 | Second Amended Certificate. | By Reference | DEFM 14-A | June 24, 2015 |
| 3.2 | Amended Bylaws | By Reference | 8-K | March 26, 2020 |
| 3.3 | Registration Rights Agreement by and between Lindblad Expeditions Holdings, Inc. and The Investors Party thereto. | By Reference | 8-K | August 31, 2020 |
| 4.1 | Specimen Common Stock Certificate. | By Reference | 8-K | July 10, 2015 |
| 4.2 | Securities Registered Pursuant to Section 12. | By Reference | 10-K | February 26, 2020 |
| 4.3 | Certificate of Designations of 6.0% Series A Convertible Preferred Stock of Lindblad Expeditions Holdings, Inc. | By Reference | 8-K | August 31, 2020 |
| 4.4 | 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 |
| 4.4.1 | First Supplemental Indenture, dated May 2, 2023, to 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 | 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 | 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. | By Reference | 8-K | May 2, 2023 |
| 4.7 | Form of 9.000% Senior Secured Notes due 2028 (included in Exhibit 4.6). | By Reference | 8-K | May 2, 2023 |
| 10.1 | Registration Rights Agreement among the Company and each of Capitol Acquisition Management 2 LLC, Lawrence Calcano, Richard C. Donaldson, Piyush Sodha and L. Dyson Dryden. | By Reference | 8-K | May 15, 2013 |
| 10.2 | 2015 Long-Term Incentive Plan* | By Reference | DEFM 14-1 | July 10, 2015 |
| 10.3 | Non-Competition Agreement between Sven-Olof Lindblad and the Company. | By Reference | 8-K | July 10, 2015 |
| 10.4 | Employment Agreement between Trey Byus and the Company and Assignment and Assumption of Option Award Agreement.* | By Reference | 8-K | July 10, 2015 |
| 10.5 | Registration Rights Agreement between the shareholders of Lindblad Expeditions,Inc. and Capitol Acquisitions Corp. II. | 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 IncentivePlan.* | 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 |
| 10.10 | 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 |
| 10.13 | Lindblad Expeditions Holdings, Inc. Employee Incentive Plan. * | By Reference | 8-K | April 3, 2017 |
| 10.14 | 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 |
| 10.17 | 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 |
| 10.18 | Form of Market Stock Unit Award Agreement. | 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 | 10-Q | May 6, 2020 |
| 10.21 | 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 | 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 |
| 10.24 | 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 | December 27, 2022 |
| 10.26 | Amendment 2 to the Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Benjamin Bressler.* | By Reference | 8-K | December 27, 2022 |
| 19.1 | Company Insider Trading Policy | Herewith | ||
| 21.1 | Subsidiaries. | Herewith | ||
| 23.1 | Consent of Ernst & Young LLP. | Herewith |
| 23.2 | Consent of Marcum LLP. | Herewith |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Herewith |
| 31.2 | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Herewith |
| 32.1 | Chief Executive Officer Certification pursuant to 18 U.S.C. 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. | 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. Lindblad Expeditions Holdings, Inc. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request. |
| † | Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) the type that the Company and Lindblad Expeditions Holdings, Inc. each treat as private or confidential. Lindblad Expeditions Holdings, Inc. agrees to furnish supplementally an unredacted copy of this Exhibit to the U.S. Securities and Exchange Commission upon request. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.