LINDBLAD EXPEDITIONS HOLDINGS INC

Lindblad Expeditions Holdings, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Unaudited)

NOTE1—BUSINESS AND BASIS OF PRESENTATION

Business

Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries’ (collectively, the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company’s common stock is listed on the NASDAQ Capital Market under the symbol “LIND”.

The Company currently operates the followingtwo reportable business segments:

Lindblad Segment. The Lindblad segment currently operates a fleet of 12 owned expedition ships andseven seasonal charter vessels, and primarily provides ship-based expeditions aboard 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”), which provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions.

Land Experiences Segment. The Land Experiences segment 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 Thomson Group, comprised of Wineland-Thomson Adventures, LLC and Thomson Safaris Ltd (together “Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”).

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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, 2024contained in the Company’s Annual Report on Form10*-K filed with the SEC on* February 28, 2025 (the“2024* Annual Report”).

The presentation of credit card fee expenses in the consolidated statement of operations of the Company has been reclassified from within general and administrative expense to cost of tours for2024 to conform with the2025 presentation.

Except for the presentation of credit card fee expenses discussed above, there have beenno significant changes to the Company’s accounting policies from those disclosed in the2024 Annual Report.

Recently Adopted 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 adopted this guidance on January 1, 2025*for its annual reporting, as required. These amendments will increase the Company’s annual disclosures related to income taxes, including specific categories in tax rate reconciliations, additional information for certain reconciling items, tabular reconciliations of both amounts and percentages, as well as other information.

Recent Accounting Pronouncements

During* November 2024,FASB issued ASU2024*-03 ― Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40) — Disaggregation of Income Statement Expenses. The amendments in this ASU are intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This ASU* maybe applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to any or all prior periods presented in the financial statements. ASU2024*-03 is effective for fiscal years beginning after* December 15, 2026,and interim periods beginning after December 15, 2027.The Company will adopt this ASU on January 1, 2027,*as required, and is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

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.

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For thethree months ended* March 31, 2025and2024,* the Company incurred net losses available to stockholders, therefore basic and diluted net loss per share is the same in each respective period. For thethree months ended* March 31, 2025,0.8 million unvested restricted shares,1.7 million shares issuable upon exercise of options and 8.6 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive. For thethree* months ended* March 31, 2024,*0.8 million unvested restricted shares,2.2 million shares issuable upon exercise of options and 8.1 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

Earnings (loss) per share was calculated as follows:

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 revenue 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 of time, to cancel their reservation and receive a full refund. In conjunction with the prior suspension or rescheduling of expeditions, the Company provided guests an option of either a refund or future travel certificates, which in some instances exceeded the original cash deposit. The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs and includes an estimate of breakage based on historical behavior of the customer and/or time to expiration of the certificate. As of* March 31, 2025and December 31, 2024,*the Company has $354.9 million and $318.7 million, related to unearned passenger revenue, respectively.

The change in contract liabilities within unearned passenger revenues are as follows:

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The Company sources its guest bookings through a combination of direct selling and various agency networks and alliances. The following table disaggregates each segments’ tour revenues by the sales channel it was derived from:

NOTE4—FINANCIAL STATEMENT DETAILS

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

Restricted cash consists of the following:

Prepaid expenses and other current assets are as follows:

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NOTE5—LONG-TERM DEBT

For thethree months ended* March 31, 2025and2024,* $0.9 million and $0.9 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”) rate plus a spread or a base rate plus a spread. The Company is required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility. As of* March 31, 2025,the Company 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.

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Other

The Company’s DuVine subsidiary has a EUR 0.1 million State Assistance Loan related to the financial consequences of the COVID-19 pandemic, for the purpose of employment preservation. This loan matures* August 2025,*with monthly payments, and bears an interest rate of 0.53% annually.

Covenants

The Company’s6.75% Notes, Revolving Credit Facility and9.00% Notes contain covenants that include, among others, limits on additional indebtedness and making certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications set forth in the6.75% Notes, Revolving Credit Facility and9.00% Notes. The Company was in compliance with its covenants in effect as of* March 31, 2025.*

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* March 31, 2025to be $639.5 million based on the terms of the agreements and comparable market data as of March 31, 2025.As of March 31, 2025and December 31, 2024,other than derivative instruments and investments in securities, 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. The Company has cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 warrants for $14.7 million, since plan inception. The remaining balance for the Repurchase Plan was $12.0 million as of* March 31, 2025.*

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. During2025,* the Company thus far has continued to pay Preferred Stock dividends in-kind. At any time after thethird anniversary of the issuance, 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* March 31, 2025,recorded as reduction to preferred stock. The Company recorded accrued dividends for Preferred Stock of $1.2 million for thethree* months ended* March 31, 2025and $1.1 million for thethree* months ended* March 31, 2024.As of March 31, 2025,*the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted at the option of the holders into 8.6 million shares of the Company’s common stock.

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

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The Company recorded stock-based compensation expense of $3.7 million and $2.1 million for thethree months ended* March 31, 2025and2024,* respectively.

Long-Term Incentive Compensation

During thethree months ended* March 31, 2025,the Company awarded 444,212 restricted stock units (“RSUs”) with a weighted average grant price of $10.35. The RSUs will generally vest equally 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 our common stock on the date of the award.

During thethree months ended* March 31, 2025,the Company awarded 229,023 performance-based restricted share units (“PSUs”) with a weighted average grant price of $10.57. 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 recipient until the performance and vesting conditions are met.

Options

As of* March 31, 2025and December 31, 2024,options to purchase an aggregate of 2.3 million and 2.4 million shares of the Company’s common stock, respectively, with weighted average exercise price of $8.77 for both periods, were outstanding. As of March 31, 2025,*1,669,548 options were exercisable.

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. During2023,* the Company determined it was probable the performance condition would be met related to this award and had recorded all expense related to the* December 31, 2023award performance date. The expense 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 months ended* March 31, 2025,*stock-based compensation expense related to this award was $2.0 million.

NOTE9—INCOME TAXES

As of* March 31, 2025and December 31, 2024,the Company hadno* unrecognized tax benefits recorded. The Company's effective tax rate for thethree months ended* March 31, 2025was a benefit of 312.8% versus an expense of 6.2% for thethree* months ended* March 31, 2024.*In both periods, the effective tax rate differs from the statutory rate because of the mix of jurisdictions generating income and the valuation allowance against certain loss and interest carryforwards in the United States.

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 doesnot 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.

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:

Charter Commitments

From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions. Future minimum payments on its charter agreements as of* March 31, 2025*are as follows:

NOTE11—SEGMENT INFORMATION

The Company is primarily an experiential travel operator with operations intwo reportable segments, Lindblad, which provides ship-based expeditions, and Land Experiences, which provides active, land-based trips, tours, treks and safari adventures. In identifying its reportable segments, the Company organized them around the nature of services provided and other relevant factors. While both segments have similar characteristics, thetwo operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation. The Company’s chief operating decision maker, or CODM, is Natalya Leahy, the Chief Executive Officer. The CODM assesses performance and allocates resources based upon the separate financial information from the Company’s operating segments.

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The CODM and management review operating results monthly, and evaluate the performance of the business segments and base operating decisions on the total results at a consolidated level, as well as at a segment level, based largely on tour revenues and operating income without allocating other income and expenses, net, income taxes and interest expense, net. The reports provided to the Board of Directors are at a consolidated level and contain information regarding the separate results of both segments. Operating results for the Company’s reportable segments were as follows:

For thethree months ended* March 31, 2025and2024,* there was $3.3 million and $2.8 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation.

The following table presents the Lindblad segment expenses:

The following table presents the Land Experiences segment expenses:

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

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

NOTE12—ACQUISITIONS

On* January 9,2025, the Company completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operatestwo vessels in the Galápagos Islands, expanding the Company’s vessels and guest capacity inone of its core markets, for which the Company paid $16.0 million in cash. The acquisition was accounted for as a business combination and the results of its operations are included in the consolidated results from the acquisition date. Acquisition related costs were $0.2 million and are included in general and administrative expenses for the quarter ended March 31, 2025.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.

On* July 31, 2024,the Company, through its land-based subsidiary Natural Habitat, acquired the Thomson Group. The aggregate purchase price for the Thomson Group 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 as a business combination and the results of its operations are included in the consolidated results from the acquisition date. Acquisition related costs were $2.7 million and are included in general and administrative expenses for the year ended December 31, 2024.*The Company recorded $8.6 million in intangible assets related to tradenames and customer relationships and $17.0 million in goodwill related to the acquisition. Measurement period adjustments were insignificant, and our purchase price allocations are finalized.

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