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LINDBLAD EXPEDITIONS HOLDINGS INC

For the period ended Sep 30, 2024. Filed Nov 5, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 5, 2024

LIND$33.98+7.6%Stored close · as of Nov 6, 2026

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

Lindblad Expeditions Holdings, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Unaudited)

NOTE1—BUSINESS AND BASIS OF PRESENTATION

Business

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

The Company’s common stock is listed on the NASDAQ Capital Market under the symbol “LIND”.

The Company operates the followingtwo reportable business segments:

Lindblad Segment. The Lindblad segment currently operates a fleet often owned expedition ships andsix seasonal charter vessels, and primarily provides ship-based expeditions aboard these customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration and the majority of expeditions involve travel to remote places with limited infrastructure and ports, such as Antarctica and the Arctic, or places that are best accessed by a ship, such as the Galápagos Islands, Alaska, Baja California’s Sea of Cortez and Panama, and foster active engagement by guests. The Company has a brand license agreement with National Geographic Partners, LLC (“National Geographic”), where the Company’s voyages are marketed under the National Geographic-Lindblad Expeditions brand, and provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions.

Land Experiences Segment. The Land Experiences segment operates land-based, eco-conscious expeditions and active nature focused tours, and includes thefive primarily land-based brands, Natural Habitat, Inc. (“Natural Habitat”), Off the Beaten Path, LLC (“Off the Beaten Path”), DuVine Cycling + Adventure Company (“DuVine”), Classic Journeys, LLC (“Classic Journeys”), and Wineland-Thomson Adventures comprised of Wineland-Thomson Adventures, LLC (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”).

●Natural Habitat offers over 100 different expedition itineraries in more than 45 countries spanning all seven continents, with eco-conscious expeditions and nature-focused, small-group tours that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife.
●Off the Beaten Path offers active small-group adventures, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa.
●DuVine offers intimate group cycling and adventure tours around the world with local cycling experts as guides, immersive in local cultural, cuisine and high-quality accommodations. International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain, while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland, and wine tastings in the world-class vineyards of Napa and Sonoma.
●Classic Journeys offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. These walking tours are highlighted by expert local guides, luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there.

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●Wineland-Thomson Adventures offers socially responsible and positively impactful light-treading Tanzanian safaris, industry-leading Kilimanjaro treks, global custom and private tours, and family travel experiences. Wineland-Thomson Adventures also operates the historic award-winning Gibb’s Farm, an 80-acre sanctuary and high-end lodge located near the Ngorongoro Crater.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information and include the accounts and transactions of the Company. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the periods presented arenot necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and note disclosures normally included in the consolidated financial statements in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended* December 31, 2023contained in the Company’s Annual Report on Form10*-K filed with the SEC on* March 6, 2024 (the“2023* Annual Report”).

There have beenno significant changes to the Company’s accounting policies from those disclosed in the2023 Annual Report.

Recently Adopted Accounting Pronouncements

During* November 2023,Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-07 ― Segment Reporting (Topic280*) — Improvements to Reportable Segment Disclosures. The amendments in this ASU are intended to improve and enhance disclosures about reportable segments’ significant segment expenses. ASU2023-07 is effective for fiscal years beginning after* December 15, 2023and interim periods beginning after December 15, 2024.The Company adopted this guidance January 1, 2024for its annual reporting, as required, and for its interim reporting will adopt January 1, 2025,*as required. These amendments require the Company to disclose significant segment expenses that are regularly provided to the chief operating decision maker and are included within each reported measure of segment operating results. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Recent Accounting Pronouncements

During* December 2023,FASB issued ASU2023*-09 ― Income Taxes (Topic740) — Improvements to Income Tax Disclosures. The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. ASU2023-09 is effective for fiscal years beginning after* December 15, 2024.The Company will adopt this guidance January 1, 2025*for its annual reporting, as required. These amendments will increase the Company’s disclosures related to income taxes. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

During* March 2024,FASB issued ASU2024*-01 ― Compensation—Stock Compensation (Topic718) — Scope Application of Profits Interest and Similar Awards. The amendments in this ASU add illustrative examples to help demonstrate how an entity should apply the scope guidance in paragraph ASU718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic718, Compensation—Stock Compensation. ASU2024-01 is effective for fiscal years beginning after* December 15, 2024.The Company will adopt this guidance January 1, 2025,as required, and doesnot* believe it will have a material impact the Company's financial statements.

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NOTE2—EARNINGS PER SHARE

Earnings (loss) per Common Share

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

Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards and shares issuable upon the exercise of stock options, using the treasury stock method, and the potential common shares that could be issued from conversion of the Preferred Stock, using the if-converted method. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted earnings per share calculation.

For thenine months ended* September 30, 2024and2023,* the Company incurred net losses available to stockholders, therefore basic and diluted net loss per share are the same in each respective period. For thenine months ended* September 30, 2024,0.8 million unvested restricted shares,2.4 million shares issuable upon exercise of options and 8.3 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive. For thenine* months ended* September 30, 2023,0.8 million unvested restricted shares,1.3 million shares issuable upon exercise of options and 7.8 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive. For thethree* months ended* September 30, 2023,*7.8 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

Loss per share was calculated as follows:

For the three months ended September 30,For the nine months ended September 30,
2024202320242023
(unaudited) · (unaudited)
(In thousands, except share and per share data)
Net income (loss) attributable to Lindblad Expeditions Holdings, Inc.$22,515$5,638$(6,130)$(18,205)
Series A redeemable convertible preferred stock dividend1,1681,0983,4553,255
Undistributed income (loss) available to stockholders$21,347$4,540$(9,585)$(21,460)
Weighted average shares outstanding:
Total weighted average shares outstanding, basic54,097,36553,309,33653,662,23753,227,642
Dilutive potential common shares163,79891,365--
Dilutive potential options129,7961,098--
Dilutive potential redeemable convertible preferred shares8,200,206---
Total weighted average shares outstanding, diluted62,591,16553,401,79953,662,23753,227,642
Undistributed income (loss) per share available to stockholders:
Basic$0.39$0.08$(0.18)$(0.40)
Diluted$0.36$0.08$(0.18)$(0.40)

NOTE3—REVENUES

Customer Deposits and Contract Liabilities

The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and certain air transportation. Guest deposits represent unearned revenues and are reported as unearned passenger revenues when received and are subsequently recognized as tour revenue over the duration of the expedition. Contract liabilities represent the Company's obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. The Company doesnot consider guest deposits to be a contract liability until the guestno longer has the right, resulting from the passage

9 of time, to cancel their reservation and receive a full refund. In conjunction with the previous suspension or rescheduling of expeditions, the Company provided guests an option of either a refund or future travel certificates, which in some instances the future travel credit exceeded the original cash deposit. The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs. Future travel certificates are valued based on the Company’s expectation that a guest will travel again. As of* September 30, 2024and December 31, 2023,*the Company has $314.2 million and $252.2 million, related to unearned passenger revenue, respectively.

The change in contract liabilities within unearned passenger revenues presented in the Company's consolidated balance sheets are as follows:

Contract Liabilities
(In thousands)
Balance as of December 31, 2023$93,906
Recognized in tour revenues during the period(479,684)
Additional contract liabilities in period568,467
Balance as of September 30, 2024$182,689

The following tables disaggregate each reportable segment’s tour revenues by the sales channel it was derived from:

For the three months ended September 30,For the nine months ended September 30,
Lindblad Segment2024202320242023
(unaudited) · (unaudited)
Guest ticket revenue:
Direct (a)$73,162$63,907$195,137$175,697
Agencies27,53326,77079,09670,624
Affinity8,4454,07421,49427,332
Guest ticket revenue109,14094,751295,727273,653
Other tour revenue12,12813,99936,89738,007
Tour revenues$121,268$108,750$332,624$311,660
For the three months ended September 30, · For the nine months ended September 30,
Land Experiences Segment2024202320242023
(unaudited) · (unaudited)
Guest ticket revenue:
Direct$71,290$56,431$136,851$111,048
Agencies7,8015,73815,61911,635
Affinity1,7832,5502,9324,056
Guest ticket revenue80,87464,719155,402126,739
Other tour revenue3,8632,5208,0925,784
Tour revenues$84,737$67,239$163,494$132,523
(a)Under the brand license agreement between the Company and National Geographic, effective January 1, 2024, National Geographic no longer receives commissions on sales bookings through the former National Geographic sales channel as the co-selling arrangement operates as direct sales through the Company’s booking system. In the three and nine months ended September 30, 2023, the National Geographic sales channel accounted for $18.6 million and $53.2 million, respectively, of the Company’s consolidated guest ticket revenue. In the table above, 2023 guest ticket revenues derived through the previous National Geographic sales channel have been classified as direct sales for comparison purposes.

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NOTE4—FINANCIAL STATEMENT DETAILS

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

As of September 30,
20242023
(In thousands) · (unaudited)
Cash and cash equivalents$193,881$168,015
Restricted cash30,69436,802
Total cash, cash equivalents and restricted cash as presented in the statement of cash flows$224,575$204,817

Restricted cash consists of the following:

As of September 30, 2024As of December 31, 2023
(In thousands) · (unaudited)
Credit card processor reserves$12,750$20,250
Federal Maritime Commission and other escrow16,6168,958
Certificates of deposit and other restricted securities1,3281,291
Total restricted cash$30,694$30,499

Prepaid expenses and other current assets are as follows:

As of September 30, 2024As of December 31, 2023
(In thousands) · (unaudited)
Prepaid tour expenses$28,658$26,123
Other34,61731,035
Total prepaid expenses and other current assets$63,275$57,158

Accounts payable and accrued expenses are as follows:

As of September 30, 2024As of December 31, 2023
(In thousands) · (unaudited)
Accrued other expense$53,427$48,901
Accounts payable16,90016,154
Total accounts payable and accrued expenses$70,327$65,055

Change in goodwill:

(In thousands)Land Experiences Segment
Balance as of December 31, 2023$42,017
Acquisitions (a)25,784
Balance as of September 30, 2024$67,801
(a)Increase to goodwill relates to the Company's July 31, 2024 acquisition of Wineland-Thomson Adventures. For additional information, see Note 11—Acquisition.

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NOTE5—LONG-TERM DEBT

As of September 30, 2024 · As of December 31, 2023
(unaudited)
(In thousands)PrincipalDeferred Financing Costs, netBalancePrincipalDeferred Financing Costs, netBalance
6.75% Notes$360,000$(5,125)$354,875$360,000$(6,771)$353,229
9.00% Notes275,000(5,374)269,626275,000(6,481)268,519
Other---77-77
Total long-term debt635,000(10,499)624,501635,077(13,252)621,825
Less current portion---(47)-(47)
Total long-term debt, non-current$635,000$(10,499)$624,501$635,030$(13,252)$621,778

For thethree andnine months ended* September 30, 2024,$0.9 million and $2.8 million, respectively, of deferred financing costs were charged to interest expense, and for thethree* andnine months ended* September 30, 2023**,* $0.9 million and $2.4 million, respectively, of deferred financing costs were charged to interest expense.

6.75% Notes

On* February 4, 2022,the Company issued $360.0 million aggregate principal amount of 6.75% senior secured notes due2027* (the*“6.75%* Notes”) in a private offering. The6.75% Notes bear interest at a rate of6.75% per year, payable semiannually in arrears on* February 15and August 15of each year. The6.75%* Notes will mature on* February 15, 2027,subject to earlier repurchase or redemption. The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior credit agreement, including the term facility, Main Street Loan, and revolving credit facility, to pay any related premiums and to terminate in full its prior credit agreement and the commitments thereunder. The6.75%* Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured byfirst-prioritypari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. The6.75% Notes* may*be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

Revolving Credit Facility

On* February 4, 2022,the Company entered into a senior secured revolving credit facility (the “Revolving Credit Facility”), which provides for an aggregate principal amount of commitments of $45.0 million, maturing February 2027,including a letter of credit sub-facility in an aggregate principal amount of up to $5.0 million. The obligations under the Revolving Credit Facility are guaranteed by the Company, and the Guarantors and are secured byfirst*-prioritypari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or a base rate plus a spread. The Company is required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility. As of* September 30, 2024,the Company hadno* borrowings under the 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 due2028* (the*“9.00%* Notes”) in a private offering. The9.00% Notes bear interest at a rate of9.00% per year, payable semiannually in arrears on* May 15and November 15of each year. The9.00%* Notes will mature on* May**15,* 2028, subject to earlier repurchase or redemption. The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior senior secured credit agreements, to pay any related premiums and to terminate in full its prior senior secured credit agreements and the commitments thereunder. The9.00% Notes are senior unsecured obligations of the Company and are guaranteed (i) on a senior secured basis by certain of the Company’s subsidiaries (collectively, the “Secured Guarantors”) and secured by afirst-priority lien, subject to permitted liens and certain exceptions, on the equity and substantially all the assets of the Secured Guarantors, and (ii) on a senior unsecured basis by certain other subsidiaries of the Company. The9.00% Notes* may*be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

Covenants

The Company’s6.75% Notes, Revolving Credit Facility and9.00% Notes contain covenants that include, among others, limits on additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments.

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These covenants are subject to a number of important exceptions and qualifications. The Company was in compliance with its covenants in effect as of* September 30, 2024.*

NOTE6—FAIR VALUE MEASUREMENTS

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The Company estimates the approximate fair value of its long-term debt as of* September 30, 2024to be $656.5 million based on the terms of the agreements and comparable market data as of September 30, 2024.As of September 30, 2024and December 31, 2023,the Company hadno* other significant liabilities that were measured at fair value on a recurring basis.

NOTE7—STOCKHOLDERS’** EQUITY**

Stock Repurchase Plan

The Company’s Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in* November 2015and increased the Repurchase Plan to $35.0 million in November 2016.The Repurchase Plan authorizes the Company to purchase, from time to time, the Company’s outstanding common stock and previously outstanding warrants. Any shares purchased will be retired. The Repurchase Plan hasno* time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors. These repurchases exclude shares repurchased to settle statutory employee tax withholding related to the exercise of stock options and vesting of stock awards.No shares were repurchased during thenine months ended* September 30, 2024.The Company has cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 warrants for $14.7 million, since plan inception. The remaining balance for the Repurchase Plan was $12.0 million as of September 30, 2024.*

Preferred Stock

In* August 2020,the Company issued and sold 85,000 shares of Preferred Stock for $1,000 per share for gross proceeds of $85.0 million. The Preferred Stock has senior and preferential ranking to the Company’s common stock. The Preferred Stock is entitled to cumulative dividends of 6.00% per annum, and for thefirst* two years the dividends were required to be paid-in-kind. After thesecond anniversary of the issuance date, the dividends* maybe paid-in-kind or be paid in cash at the Company’s option. During2024,* the Company has continued to pay Preferred Stock dividends in-kind. At any time, the Company* may,at its option, convert all, butnot* less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least150% of the conversion price for20 out of30 consecutive trading days. The Preferred Stock is convertible at any time, at the holder’s election, into a number of shares of common stock of the Company equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $9.50. The Preferred Stock deferred issuance costs were $2.1 million as of* September 30, 2024,recorded as reduction to preferred stock. The Company recorded accrued dividends for Preferred Stock of $1.2 million and $3.5 million for thethree* andnine months ended* September 30, 2024,respectively, and $1.1 million and $3.3 million for thethree* andnine months ended* September 30, 2023,respectively. As of September 30, 2024,*the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted into 8.3 million shares of the Company’s common stock.

NOTE8—STOCK BASED COMPENSATION

The Company is authorized to issue up to 4.7 million shares of common stock under the2021 Long-Term Incentive Plan (“the Plan”) which was approved by shareholders in* September 2021.As of September 30, 2024,*1.5 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of $2.5 million and $7.4 million for thethree andnine months ended* September 30, 2024,respectively, and $3.0 million and $9.2 million during thethree* andnine months ended* September 30, 2023,*respectively.

Long-Term Incentive Compensation

During thenine months ended* September 30, 2024,the Company awarded 503,156 restricted stock units (“RSUs”) with a weighted average grant price of $8.44. The RSUs will primarily vest equally overthree* years on the anniversary of the grant date, subject to the recipient’s continued employment or service with the Company on the applicable vesting date. The number of shares were determined based upon the closing price of the Company's common stock on the date of the award.

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During thenine months ended* September 30, 2024,the Company awarded 70,378 performance-based restricted share units (“PSUs”) with a weighted average grant price of $9.33. The PSUs generally vestthree* years following the date of grant based on the attainment of performance- or market-based goals, all of which are subject to a service condition. The Company doesnot deliver the shares associated with the PSUs to the employee, non-employee director or other service providers until the performance and vesting conditions are met.

Options

Stock option information for thenine months ended* September 30, 2024*is below.

Stock Option Grants
Number of options awarded1,944,319
Exercise price$7.40 - 8.44
Dividend yield0.00%
Expected Volatility64.6 - 77.8%
Risk-free interest rate3.63 - 4.48%
Expected term (in years)5.0 - 6.25

As of* September 30, 2024and December 31, 2023,options to purchase an aggregate of 2.4 million and 0.9 million shares of the Company’s common stock, respectively, with a weighted average exercise price of $8.78 and $10.55, respectively, were outstanding. As of September 30, 2024,*1.6 million options were exercisable.

In connection with the2016 acquisition of Natural Habitat, Mr. Bressler’s employment agreement, as amended, provides Mr. Bressler, Founder and Chief Executive Officer of Natural Habitat, with an equity incentive opportunity to earn an award of options based on the future financial performance of Natural Habitat, where if the final year equity value of Natural Habitat, as defined in Mr. Bressler's employment agreement, as amended, exceeds $25.0 million, effective as of* December 31, 2025,Mr. Bressler will be granted options with a fair value equal to 10.1% of such excess, subject to certain conditions. The actual number of options granted will be determined by the calculated final year equity value of Natural Habitat and the Black-Scholes per share option value, factoring in the Company’s stock price on the date of the grant, its volatility and an appropriate risk-free rate. During thethree* months ended* March 31, 2024,Mr. Bressler exercised aone*-time right to elect to receive 50% of such award early, which was calculated based on performance through* December 31, 2023.As of result of the early exercise, during thethree* months ended* March 31, 2024,the Company granted 1.3 million options, with an exercise price of $8.44, to Mr. Bressler. The options vested on the grant date and have a term often years. In2023,* the Company determined it was probable the performance condition would be met related to this award and recorded all expense related to it. The performance condition related to the remaining equity incentive opportunity through* December 31, 2025was also deemed probable in2023* and is being expensed over Mr. Bressler’s service period. For thethree andnine months ended* September 30, 2024,*stock-based compensation expense related to this award was $0.8 million and $2.3 million, respectively.

NOTE9—INCOME TAXES

As of* September 30, 2024and December 31, 2023,the Company hadno unrecognized tax benefits recorded. The Company's effective tax rate for thethree* andnine months ended* September 30, 2024was a benefit of 36.6% and an expense of 40.6%, respectively, versus an expense of 0.0% and 12.3%, for thethree* andnine months ended* September 30, 2023,respectively. In2024,* the effective income tax expense differs from the statutory rate primarily due to the timing of losses and the valuation allowance against such losses; temporary timing differences related to interest expense, depreciation and stock-based compensation expense. In2023, the effective income tax expense differs from the statutory rate primarily due to the valuation allowance, and for thenine months ended* September 30, 2023,*was also impacted by a $1.5 million discrete tax expense.

NOTE10—COMMITMENTS AND CONTINGENCIES

Redeemable Non-Controlling Interest

The Company has controlling interests in its Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys consolidated subsidiaries. The noncontrolling interests are subject to put/call agreements. The put options enable the minority holders, but donot obligate them, to sell the remaining interests to the Company. The Company has call options which enable it, but donot 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.

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Since the redemption of the noncontrolling interests arenot solely in the Company’s control, the Company is required to record the redeemable noncontrolling interest outside of stockholders’ equity but after its total liabilities. In addition, if it is probable that the instrument will become redeemable, solely due to the passage of time, the redeemable noncontrollable interest should be adjusted to the redemption value viaone oftwo measurement methods. The Company elected the income classification-excess adjustment and accretion methods for recognizing changes in the redemption value of the put options. Under this methodology, a calculation of the present value of the redemption value is compared to the carrying value of the redeemable noncontrolling interest, and the carrying value of the redeemable noncontrolling interest is adjusted to the redemption value’s present value. Any adjustments to the carrying value of the redeemable noncontrolling interest, up to the redemption value of the noncontrolling interest, are classified to retained earnings. Adjustments in excess of the redemption value of the noncontrolling interest are treated as a decrease to net income available to common stockholders.

During* April 2024,Mr. Bressler exercised a portion of the put option on Natural Habitat, allowing the Company to acquire an additional 9.95% of Natural Habitat for $15.2 million, increasing its ownership to 90.1%. Additionally, during April 2024,*the Company exercised a portion of its call option on DuVine, acquiring an additional 5% of the business and increasing its total ownership of DuVine to 75%, for $1.5 million.

The redemption value of the put options were determined using a discounted cash flow model. The redemption values were adjusted to their present value using the Company’s weighted average cost of capital.

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

For the three months ended September 30,For the nine months ended September 30,
2024202320242023
(In thousands) · (unaudited) · (unaudited)
Beginning balance$24,233$30,513$37,784$27,886
Net income attributable to noncontrolling interest2,6832,8213,1253,742
Redemption value adjustment of put option1,1268982,8302,859
Distribution(500)-(1,400)(255)
Redemption of put and/or call options--(14,797)-
Ending balance$27,542$34,232$27,542$34,232

Brand License Agreement–*** National Geographic***

The Company is party to a brand license agreement with National Geographic, effective* January 1, 2024,which includes a co-selling and co-marketing arrangement through which National Geographic promotes the Company’s offerings in its marketing campaigns across web-based, email, print and other marketing platforms and distributes the Company’s expeditions through the Disney Signature Experiences platform and also allows the Company to use the National Geographic name and logo. In return for these rights, the Company is charged a royalty fee, which is included within selling and marketing expense. The fee is calculated based upon a percentage of substantially all ticket revenues, less travel agent commission, including the revenues received from cancellation fees and any revenues received from the sale of pre- and post-expedition extensions. Beginning in2026,* the agreement has minimum royalties that increase annually through the end of the agreement term, which based on current performance are expected to be exceeded. In2023, the Company operated under its former alliance and license agreement with National Geographic, where National Geographic sold the Company’s expeditions through its internal travel division in return for a commission fee and also allowed the Company to use the National Geographic name and logo in return for a royalty fee. Both the commission and royalty fees were recorded within selling and marketing expense.

Charter Commitments

From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions. Future minimum payments on its charter agreements as of* September 30, 2024*are as follows:

For the years ended December 31,Amount
(In thousands)
2024 (three months)$574
202517,795
20266,903
Total$25,272

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Other

The Company has an agreement for the acquisition of Torcatt Enterprises Limitada, a holding company that operatestwo vessels in the Galápagos Islands, for $17.0 million. The acquisition is expected to close in* January 2025.*

NOTE11—ACQUISITION

On* July 31, 2024*, the Company, through its land-based subsidiary Natural Habitat, acquired Wineland-Thomson Adventures group of companies to further expand its land-based experiential travel offerings and increase its addressable market. Wineland-Thomson Adventures consists ofthree adventure travel brands, including Tanzania safari specialists Thomson Safaris, with more than40 years of experience in the country. In addition to its adventure travel brands, the acquisition includes three Tanzania operators, Gibb’s Farm lodge, an80-acre sanctuary for the senses located near the Ngorongoro Crater, the operator of Kilimanjaro treks Nature Discovery, which has more than30 years of experience, and Thomson Safaris Limited. The aggregate purchase price for Thomson Safaris and the Tanzanian Companies was $30.0 million, consisting of $24.0 million in cash and $6.0 million in Lindblad common stock, representing 682,593 shares. Pursuant to the agreement, the Company has the option to acquire Tanzania Conservation Limited.

The acquisition was accounted for under purchase accounting and is included in the consolidated results from the acquisition date. Acquisition related costs were $2.5 million and are included in general and administrative expenses for thenine months ended* September 30, 2024.The purchase accounting valuations of the acquired intangibles is ongoing and hasnot* been completed as of the date of this report, therefore intangibles and goodwill are subject to change as valuations are finalized. The Company recorded $25.8 million in goodwill related to the acquisition. Following are pro forma revenue and net loss available to stockholders for thethree andnine months ended* September 30, 2024and2023,* assuming the Company had completed the acquisition on* January 1, 2023:*

For the three months ended September 30,For the nine months ended September 30,
2024202320242023
(In thousands)
Revenue$217,492$189,666$467,958$471,060
Net income (loss) available to stockholders24,6688,620(17,935)(17,140)

NOTE12—SEGMENT INFORMATION

The Company is primarily a specialty cruise and experiential travel operator with operations intwo reportable segments, Lindblad and Land Experiences. The Company evaluates the performance of the business based largely on the results of its operating segments. The chief operating decision maker and management review operating results monthly and base operating decisions on the total results at a consolidated level, as well as at a segment level. The reports provided to the Board of Directors are at a consolidated level and contain information regarding the separate results of both segments.

The Company evaluates the performance of its business segments based largely on tour revenues and operating income without allocating other income and expenses, net, income taxes and interest expense, net. Operating results for the Company’s reportable segments were as follows:

For the three months ended September 30,For the nine months ended September 30,
2024202320242023
(In thousands) · (unaudited) · (unaudited)
Tour revenues:
Lindblad$121,268$108,750$332,624$311,660
Land Experiences84,73767,239163,494132,523
Total tour revenues$206,005$175,989$496,118$444,183
Operating income:
Lindblad$11,680$7,501$10,092$8,576
Land Experiences17,80112,97519,03215,868
Operating income$29,481$20,476$29,124$24,444

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For thethree andnine months ended* September 30, 2024,there was $1.3 million and $5.1 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation. For thethree* andnine months ended* September 30, 2023,*there was $2.3 million and $6.3 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation.

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

For the three months ended September 30,For the nine months ended September 30,
2024202320242023
(In thousands) · (unaudited) · (unaudited)
Depreciation and amortization:
Lindblad$11,761$9,665$34,992$31,155
Land Experiences9728562,6952,505
Total depreciation and amortization$12,733$10,521$37,687$33,660

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

As of September 30, 2024 · As of December 31, 2023
(In thousands) · (unaudited)
Total Assets:
Lindblad$671,587$675,432
Land Experiences218,235155,865
Total assets$889,822$831,297
Intangibles, net:
Lindblad$1,527$1,592
Land Experiences6,5317,820
Total intangibles, net$8,058$9,412
Goodwill:
Lindblad$-$-
Land Experiences67,80142,017
Total goodwill$67,801$42,017

NOTE13—SUBSEQUENT EVENTS

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. (“Navilusal”), a subsidiary of the Company. The Complaint asserts, 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. The Company believes that it has substantial legal and factual defenses to the claims and intends to defend the Company against such claims.

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