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LIND Lindblad Expeditions Holdings Inc

12.69
0.41 (3.34%)
13 Feb 2025 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Lindblad Expeditions Holdings Inc NASDAQ:LIND NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.41 3.34% 12.69 11.92 13.40 12.74 12.09 12.25 190,708 00:42:37

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

05/11/2024 9:33pm

Edgar (US Regulatory)


0001512499 LINDBLAD EXPEDITIONS HOLDINGS, INC. false --12-31 Q3 2024 165,000 165,000 62,000 62,000 62,000 62,000 0.0001 0.0001 1,000,000 1,000,000 62,000 62,000 62,000 62,000 0.0001 0.0001 200,000,000 200,000,000 54,495,338 53,390,082 54,363,515 53,332,150 10 6 0.8 10 0 false 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. Increase to goodwill relates to the Company's July 31, 2024 acquisition of Wineland-Thomson Adventures. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                   to

 

Commission file number 001-35898

 

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

 

27-4749725

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

96 Morton Street, 9th Floor, New York, New York, 10014

(Address of principal executive offices) (Zip Code)

 

(212) 261-9000

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

     

Common Stock, par value $0.0001 per share

 

LIND

 

The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☒ No

 

As of November 4, 2024, 54,503,864 shares of common stock, par value $0.0001 per share, were outstanding.

 

 

 

 

LINDBLAD EXPEDITIONS HOLDINGS, INC.

 

 

Quarterly Report On Form 10-Q

For The Quarter Ended September 30, 2024

 

Table of Contents

 

   

Page(s)

     

PART I. FINANCIAL INFORMATION 

 
     

ITEM 1.

Financial Statements (Unaudited)

 
 

Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023 

1

 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

2

 

Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

3

 

Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

4

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)

6

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

7

     

ITEM 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

18

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

30

ITEM 4.

Controls and Procedures

30

     

PART II. OTHER INFORMATION

 
     

ITEM 1.

Legal Proceedings

31

ITEM 1A.

Risk Factors

31

ITEM 2.

Unregistered Sale of Equity Securities and Use of Proceeds

31

ITEM 3.

Defaults Upon Senior Securities

32

ITEM 4.

Mine Safety Disclosures

32

ITEM 5.

Other Information

32

ITEM 6.

Exhibits

32

     

SIGNATURES

34

 

 

 

PART 1.

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

 

  

As of September 30, 2024

  

As of December 31, 2023

 
  

(unaudited)

     

ASSETS

        

Current Assets:

        

Cash and cash equivalents

 $193,881  $156,845 

Restricted cash

  30,694   30,499 

Prepaid expenses and other current assets

  63,275   57,158 

Total current assets

  287,850   244,502 
         

Property and equipment, net

  516,939   526,002 

Goodwill

  67,801   42,017 

Intangibles, net

  8,058   9,412 

Other long-term assets

  9,174   9,364 

Total assets

 $889,822  $831,297 
         

LIABILITIES

        

Current Liabilities:

        

Unearned passenger revenues

 $314,233  $252,199 

Accounts payable and accrued expenses

  70,327   65,055 

Lease liabilities - current

  1,554   1,923 

Long-term debt - current

  -   47 

Total current liabilities

  386,114   319,224 
         

Long-term debt, less current portion

  624,501   621,778 

Deferred tax liabilities

  -   2,118 

Other long-term liabilities

  1,575   1,943 

Total liabilities

  1,012,190   945,063 
         

Commitments and contingencies

  -    -  

Series A redeemable convertible preferred stock, 165,000 shares authorized; 62,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

  76,968   73,514 

Redeemable noncontrolling interests

  27,542   37,784 
   104,510   111,298 
         

STOCKHOLDERS’ DEFICIT

        

Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 62,000 Series A shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

  -   - 

Common stock, $0.0001 par value, 200,000,000 shares authorized; 54,495,338 and 53,390,082 issued, 54,363,515 and 53,332,150 outstanding as of September 30, 2024 and December 31, 2023, respectively

  6   5 

Additional paid-in capital

  107,739   97,139 

Accumulated deficit

  (334,623)  (322,208)

Total stockholders' deficit

  (226,878)  (225,064)

Total liabilities, mezzanine equity and stockholders' deficit

 $889,822  $831,297 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

1

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(unaudited)

 

  

For the three months ended September 30,

  

For the nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 
                 

Tour revenues

 $206,005  $175,989  $496,118  $444,183 
                 

Operating expenses:

                

Cost of tours

  104,488   95,590   262,430   245,293 

General and administrative

  34,300   30,015   100,835   85,589 

Selling and marketing

  25,003   19,387   66,042   55,197 

Depreciation and amortization

  12,733   10,521   37,687   33,660 

Total operating expenses

  176,524   155,513   466,994   419,739 
                 

Operating income

  29,481   20,476   29,124   24,444 
                 

Other (expense) income:

                

Interest expense, net

  (11,234)  (11,482)  (34,140)  (33,593)

Gain (loss) on foreign currency

  203   (455)  (48)  46 

Other income (expense)

  1   (77)  9   (3,773)

Total other expense

  (11,030)  (12,014)  (34,179)  (37,320)
                 

Income (loss) before income taxes

  18,451   8,462   (5,055)  (12,876)

Income tax (benefit) expense

  (6,747)  3   (2,050)  1,587 
                 

Net income (loss)

  25,198   8,459   (3,005)  (14,463)

Net income attributable to noncontrolling interest

  2,683   2,821   3,125   3,742 

Net income (loss) attributable to Lindblad Expeditions Holdings, Inc.

  22,515   5,638   (6,130)  (18,205)

Series A redeemable convertible preferred stock dividend

  1,168   1,098   3,455   3,255 
                 

Net income (loss) available to stockholders

 $21,347  $4,540  $(9,585) $(21,460)
                 

Weighted average shares outstanding

                

Basic

  54,097,365   53,309,336   53,662,237   53,227,642 

Diluted

  62,591,165   53,401,799   53,662,237   53,227,642 
                 

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)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2

 

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(unaudited)

 

  

For the three months ended September 30,

  

For the nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 
                 

Net income (loss)

 $25,198  $8,459  $(3,005) $(14,463)

Other comprehensive income:

                

Total other comprehensive income

  -   -   -   - 

Total comprehensive income (loss)

  25,198   8,459   (3,005)  (14,463)

Less: comprehensive income attributive to non-controlling interest

  2,683   2,821   3,125   3,742 

Comprehensive income (loss) attributable to Lindblad Expeditions Holdings, Inc.

 $22,515  $5,638  $(6,130) $(18,205)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3

 

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Deficit

(In thousands, except share data)

(unaudited)

 

  

Common Stock

  

Additional Paid-In

  

Accumulated

  

Total Stockholders'

 
  

Shares

  

Amount

  

Capital

  

Deficit

  

Deficit

 

Balance as of June 30, 2024

  53,564,680  $6  $99,351  $(354,844) $(255,487)

Stock-based compensation

  -   -   2,529   -   2,529 

Net activity related to equity compensation plans

  248,065   -   (141)  -   (141)

Issuance of stock for acquisition

  682,593   -   6,000   -   6,000 

Redeemable noncontrolling interest

  -   -   -   (1,126)  (1,126)

Series A preferred stock dividend

  -   -   -   (1,168)  (1,168)

Net income attributable to Lindblad Expeditions Holdings, Inc

  -   -   -   22,515   22,515 

Balance as of September 30, 2024

  54,495,338  $6  $107,739  $(334,623) $(226,878)
                     
  Common Stock  Additional Paid-In  Accumulated  Total Stockholders' 
  Shares  Amount  Capital  Deficit  Deficit 

Balance as of December 31, 2023

  53,390,082  $5  $97,139  $(322,208) $(225,064)

Stock-based compensation

  -   -   7,362   -   7,362 

Net activity related to equity compensation plans

  422,663   1   (838)  -   (837)

Issuance of stock for acquisition

  682,593   -   6,000   -   6,000 

Redeemable noncontrolling interest

  -   -   (1,924)  (2,830)  (4,754)

Series A preferred stock dividend

  -   -   -   (3,455)  (3,455)

Net loss attributable to Lindblad Expeditions Holdings, Inc

  -   -   -   (6,130)  (6,130)

Balance as of September 30, 2024

  54,495,338  $6  $107,739  $(334,623) $(226,878)

 

 

4

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Deficit

(In thousands, except share data)

(unaudited)

 

  

Common Stock

  

Additional Paid-In

  

Accumulated

  

Total Stockholders'

 
  

Shares

  

Amount

  

Capital

  

Deficit

  

Deficit

 

Balance as of June 30, 2023

  53,320,546  $5  $89,601  $(294,491) $(204,885)

Stock-based compensation

  -   -   2,953   -   2,953 

Net activity related to equity compensation plans

  59,204   -   (5)  -   (5)

Redeemable noncontrolling interest

  -   -   -   (898)  (898)

Series A preferred shares dividend

  -   -   -   (1,098)  (1,098)

Net income attributable to Lindblad Expeditions Holdings, Inc.

  -   -   -   5,638   5,638 

Balance as of September 30, 2023

 $53,379,750  $5  $92,549  $(290,849) $(198,295)
                     
  Common Stock  Additional Paid-In  Accumulated  Total Stockholders' 
  Shares  Amount  Capital  Deficit  Deficit 

Balance as of December 31, 2022

  53,177,437  $5  $83,850  $(266,530) $(182,675)

Stock-based compensation

  -   -   9,245   -   9,245 

Net activity related to equity compensation plans

  202,313   -   (546)  -   (546)

Redeemable noncontrolling interest

  -   -   -   (2,859)  (2,859)

Series A preferred shares dividend

  -   -   -   (3,255)  (3,255)

Net loss attributable to Lindblad Expeditions Holdings, Inc.

  -   -   -   (18,205)  (18,205)

Balance as of September 30, 2023

  53,379,750  $5  $92,549  $(290,849) $(198,295)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

  

For the nine months ended September 30,

 
  

2024

  

2023

 

Cash Flows From Operating Activities

        

Net loss

 $(3,005) $(14,463)

Adjustments to reconcile net loss to net cash provided by operating activities:

        

Depreciation and amortization

  37,687   33,660 

Amortization of deferred financing costs and other, net

  2,775   2,444 

Amortization of right-to-use lease assets

  705   1,074 

Stock-based compensation

  7,362   9,245 

Deferred income taxes

  (2,118)  1,241 

Loss (gain) on foreign currency

  48   (46)

Write-off of unamortized issuance costs related to debt refinancing

  -   3,860 

Changes in operating assets and liabilities

        

Prepaid expenses and other current assets

  (2,221)  (633)

Unearned passenger revenues

  48,440   5,467 

Other long-term assets

  (519)  (1,165)

Accounts payable and accrued expenses

  2,256   (4,272)

Operating lease liabilities

  (735)  (1,099)

Net cash provided by operating activities

  90,675   35,313 
         

Cash Flows From Investing Activities

        

Purchases of property and equipment

  (23,647)  (22,723)

Acquisition (net of cash acquired)

  (10,741)  - 

Sale of securities

  -   15,163 

Net cash used in investing activities

  (34,388)  (7,560)
         

Cash Flows From Financing Activities

        

Purchase of redeemable noncontrolling interest

  (16,720)  - 

Proceeds from long-term debt

  -   275,000 

Repayments of long-term debt

  (78)  (205,704)

Payment of deferred financing costs

  (21)  (7,455)

Repurchase under stock-based compensation plans and related tax impacts

  (2,237)  (801)

Net cash (used in) provided by financing activities

  (19,056)  61,040 

Net increase in cash, cash equivalents and restricted cash

  37,231   88,793 

Cash, cash equivalents and restricted cash at beginning of period

  187,344   116,024 
         

Cash, cash equivalents and restricted cash at end of period

 $224,575  $204,817 
         

Supplemental disclosures of cash flow information:

        

Cash paid during the period:

        

Interest

 $36,994  $30,369 

Income taxes

  -   388 

Non-cash investing and financing activities:

        

Non-cash preferred stock dividend

 $3,455  $3,255 

Shares issued in connection with acquisition

  6,000   - 

Additional paid-in capital exercise proceeds of option shares

  117   - 

Additional paid-in capital exchange proceeds used for option shares

  (117)  - 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6

Lindblad Expeditions Holdings, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Unaudited)

 

 

 

NOTE 1BUSINESS 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 following two reportable business segments:

 

Lindblad Segment. The Lindblad segment currently operates a fleet of ten owned expedition ships and six 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 the five 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.

7

 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 are not 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, 2023 contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2024 (the “2023 Annual Report”).

 

There have been no significant changes to the Company’s accounting policies from those disclosed in the 2023 Annual Report.

 

Recently Adopted Accounting Pronouncements 

 

During  November 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 ― Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures. The amendments in this ASU are intended to improve and enhance disclosures about reportable segments’ significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after  December 15, 2023 and interim periods beginning after  December 15, 2024. The Company adopted this guidance  January 1, 2024 for 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 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. 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 ASU 2024-01 ― Compensation—Stock Compensation (Topic 718) — 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 ASU 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024. The Company will adopt this guidance January 1, 2025, as required, and does not believe it will have a material impact the Company's financial statements. 

 

8

 
 

NOTE 2EARNINGS PER SHARE

 

Earnings (loss) per Common Share

 

Earnings (loss) per common share is computed using the two-class method related to its Series A Redeemable Convertible Preferred Stock, par value of $0.0001 (“Preferred Stock”). Under the two-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 the nine months ended September 30, 2024 and 2023, the Company incurred net losses available to stockholders, therefore basic and diluted net loss per share are the same in each respective period. For the nine 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 the nine 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 the three 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,

 
  

2024

  

2023

  

2024

  

2023

 
  

(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 dividend

  1,168   1,098   3,455   3,255 

Undistributed income (loss) available to stockholders

 $21,347  $4,540  $(9,585) $(21,460)
                 

Weighted average shares outstanding:

                

Total weighted average shares outstanding, basic

  54,097,365   53,309,336   53,662,237   53,227,642 

Dilutive potential common shares

  163,798   91,365   -   - 

Dilutive potential options

  129,796   1,098   -   - 

Dilutive potential redeemable convertible preferred shares

  8,200,206   -   -   - 

Total weighted average shares outstanding, diluted

  62,591,165   53,401,799   53,662,237   53,227,642 
                 

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)

 

 

NOTE 3REVENUES

 

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 does not consider guest deposits to be a contract liability until the guest no 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, 2024 and 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 period

  568,467 

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 Segment

  2024   2023   2024   2023 
  

(unaudited)

  

(unaudited)

 

Guest ticket revenue:

                

Direct (a)

 $73,162  $63,907  $195,137  $175,697 

Agencies

  27,533   26,770   79,096   70,624 

Affinity

  8,445   4,074   21,494   27,332 

Guest ticket revenue

  109,140   94,751   295,727   273,653 

Other tour revenue

  12,128   13,999   36,897   38,007 

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 Segment

  2024   2023   2024   2023 
  (unaudited)  (unaudited) 

Guest ticket revenue:

                

Direct

 $71,290  $56,431  $136,851  $111,048 

Agencies

  7,801   5,738   15,619   11,635 

Affinity

  1,783   2,550   2,932   4,056 

Guest ticket revenue

  80,874   64,719   155,402   126,739 

Other tour revenue

  3,863   2,520   8,092   5,784 

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.

 

10

 
 

NOTE 4FINANCIAL STATEMENT DETAILS

 

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

 

  

As of September 30,

 
  

2024

  

2023

 

(In thousands)

  (unaudited) 

Cash and cash equivalents

 $193,881  $168,015 

Restricted cash

  30,694   36,802 

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, 2024

  

As of December 31, 2023

 

(In thousands)

 

(unaudited)

     

Credit card processor reserves

 $12,750  $20,250 

Federal Maritime Commission and other escrow

  16,616   8,958 

Certificates of deposit and other restricted securities

  1,328   1,291 

Total restricted cash

 $30,694  $30,499 

 

Prepaid expenses and other current assets are as follows: 

 

  

As of September 30, 2024

  

As of December 31, 2023

 

(In thousands)

  (unaudited)     

Prepaid tour expenses

 $28,658  $26,123 

Other

  34,617   31,035 

Total prepaid expenses and other current assets

 $63,275  $57,158 

 

Accounts payable and accrued expenses are as follows:

 

  

As of September 30, 2024

  

As of December 31, 2023

 

(In thousands)

  (unaudited)     

Accrued other expense

 $53,427  $48,901 

Accounts payable

  16,900   16,154 

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. 

 

11

 
 

NOTE 5LONG-TERM DEBT

 

  

As of September 30, 2024

  

As of December 31, 2023

 
      

(unaudited)

                 

(In thousands)

 

Principal

  

Deferred Financing Costs, net

  

Balance

  

Principal

  

Deferred Financing Costs, net

  

Balance

 

6.75% Notes

 $360,000  $(5,125) $354,875  $360,000  $(6,771) $353,229 

9.00% Notes

  275,000   (5,374)  269,626   275,000   (6,481)  268,519 

Other

  -   -   -   77   -   77 

Total long-term debt

  635,000   (10,499)  624,501   635,077   (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 the three and nine months ended September 30, 2024, $0.9 million and $2.8 million, respectively, of deferred financing costs were charged to interest expense, and for the three and nine 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 due 2027 (the “6.75% Notes”) in a private offering. The 6.75% Notes bear interest at a rate of 6.75% per year, payable semiannually in arrears on February 15 and August 15 of each year. The 6.75% Notes will mature on February 15, 2027, subject to earlier repurchase or redemption. The 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. The 6.75% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. The 6.75% 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 by first-priority pari 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 had no 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 due 2028 (the “9.00% Notes”) in a private offering. The 9.00% Notes bear interest at a rate of 9.00% per year, payable semiannually in arrears on May 15 and November 15 of each year. The 9.00% 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. The 9.00% 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 a first-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. The 9.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

 

Covenants

 

The Company’s 6.75% Notes, Revolving Credit Facility and 9.00% 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.

 

 

NOTE 6FAIR 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, 2024 to be $656.5 million based on the terms of the agreements and comparable market data as of September 30, 2024. As of September 30, 2024 and December 31, 2023, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

 

 

NOTE 7STOCKHOLDERS EQUITY

 

Stock Repurchase Plan

 

The Company’s 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 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 has no 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 the nine 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 the first two years the dividends were required to be paid-in-kind. After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at the Company’s option. During 2024, the Company has continued to pay Preferred Stock dividends in-kind. At any time, the Company  may, at its option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days. The 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 the three and nine months ended September 30, 2024, respectively, and $1.1 million and $3.3 million for the three and nine 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.

 

 

 

NOTE 8STOCK BASED COMPENSATION

 

The Company is authorized to issue up to 4.7 million shares of common stock under the 2021 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 the three and nine months ended September 30, 2024, respectively, and $3.0 million and $9.2 million during the three and nine months ended  September 30, 2023, respectively.

 

Long-Term Incentive Compensation

 

During the nine 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 over three 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 the nine 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 vest three 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 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. 

 

Options

 

Stock option information for the nine months ended September 30, 2024 is below.

 

  

Stock Option Grants

 
  

2024

 
Number of options awarded  1,944,319 

Exercise price

 $7.40 - 8.44 

Dividend yield

  0.00%

Expected Volatility

  64.6 - 77.8%

Risk-free interest rate

  3.63 - 4.48%

Expected term (in years)

  5.0 - 6.25 

 

As of September 30, 2024 and 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 the 2016 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 the three months ended March 31, 2024, Mr. Bressler exercised a one-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 the three 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 of ten years. In 2023, 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, 2025 was also deemed probable in 2023 and is being expensed over Mr. Bressler’s service period. For the three and nine months ended  September 30, 2024, stock-based compensation expense related to this award was $0.8 million and $2.3 million, respectively. 

 

 

NOTE 9INCOME TAXES

 

As of September 30, 2024 and December 31, 2023, the Company had no unrecognized tax benefits recorded. The Company's effective tax rate for the three and nine months ended September 30, 2024 was a benefit of 36.6% and an expense of 40.6%, respectively, versus an expense of 0.0% and 12.3%, for the three and nine months ended September 30, 2023, respectively. In 2024, 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. In 2023, the effective income tax expense differs from the statutory rate primarily due to the valuation allowance, and for the nine months ended  September 30, 2023, was also impacted by a $1.5 million discrete tax expense. 

 

 

NOTE 10COMMITMENTS 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 do not obligate them, to sell the remaining interests to the Company. The Company has call options which enable it, but do 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. 

 

14

 

Since the redemption of the noncontrolling interests are not 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 via one of two 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,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

 

(unaudited)

  

(unaudited)

 

Beginning balance

 $24,233  $30,513  $37,784  $27,886 

Net income attributable to noncontrolling interest

  2,683   2,821   3,125   3,742 

Redemption value adjustment of put option

  1,126   898   2,830   2,859 

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 in 2026, 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. In 2023, 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 

2025

  17,795 

2026

  6,903 

Total

 $25,272 

 

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Other

 

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

 

 

NOTE 11ACQUISITION

 

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 of three adventure travel brands, including Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country. In addition to its adventure travel brands, the acquisition includes three Tanzania operators, Gibb’s Farm lodge, an 80-acre sanctuary for the senses located near the Ngorongoro Crater, the operator of Kilimanjaro treks Nature Discovery, which has more than 30 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 the nine months ended  September 30, 2024. The purchase accounting valuations of the acquired intangibles is ongoing and has not 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 the three and nine months ended  September 30, 2024 and 2023, 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,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

      

Revenue

 $217,492  $189,666  $467,958  $471,060 

Net income (loss) available to stockholders

  24,668   8,620   (17,935)  (17,140)

 

 

 

NOTE 12SEGMENT INFORMATION

 

The Company is primarily a specialty cruise and experiential travel operator with operations in two 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,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

 

(unaudited)

  

(unaudited)

 

Tour revenues:

                

Lindblad

 $121,268  $108,750  $332,624  $311,660 

Land Experiences

  84,737   67,239   163,494   132,523 

Total tour revenues

 $206,005  $175,989  $496,118  $444,183 

Operating income:

                

Lindblad

 $11,680  $7,501  $10,092  $8,576 

Land Experiences

  17,801   12,975   19,032   15,868 

Operating income

 $29,481  $20,476  $29,124  $24,444 

 

16

 

For the three and nine 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 the three and nine 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,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

 

(unaudited)

  

(unaudited)

 

Depreciation and amortization:

                

Lindblad

 $11,761  $9,665  $34,992  $31,155 

Land Experiences

  972   856   2,695   2,505 

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 Experiences

  218,235   155,865 

Total assets

 $889,822  $831,297 
         

Intangibles, net:

        

Lindblad

 $1,527  $1,592 

Land Experiences

  6,531   7,820 

Total intangibles, net

 $8,058  $9,412 
         

Goodwill:

        

Lindblad

 $-  $- 

Land Experiences

  67,801   42,017 

Total goodwill

 $67,801  $42,017 

 

 

 

NOTE 13SUBSEQUENT 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.

 

17

 

ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (Form 10-Q), as well as the audited consolidated financial statements and related notes included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 6, 2024 (the 2023 Annual Report). Unless the context otherwise requires, in this Form 10-Q, Company, Lindblad, we, us, our, and ours refer to Lindblad Expeditions Holdings, Inc., and its subsidiaries.

 

Cautionary Note Regarding Forward-Looking Statements

 

Any statements in this Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy,” “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to:

 

 

adverse general economic factors, such as fluctuating or increasing levels of interest rates, taxes, inflation, unemployment and perceptions of these and similar conditions that decrease the level of disposable income of consumers or consumer confidence that negatively impact the ability or desire of people to travel;

     
 

suspended operations, cancelling or rescheduling of voyages and other potential disruptions to our business and operations related to potential health pandemics, the civil unrest in Ecuador, the Israel-Hamas war, the Russia-Ukraine conflict, political unrest, terrorism, war, the impact of the November 2024 U.S. Presidential election, the denial and/or unavailability of ports of call, or another unexpected event in destinations we visit;

     
 

events and conditions around the world, including war and other military actions, such as the civil unrest in Ecuador, the Israel-Hamas war, the current 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;

     
 

increases in fuel prices, changes in fuels consumed and availability of fuel supply in the geographies in which we operate or in general; 

     
 

the loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs;

     
 

the impact of delays or cost overruns with respect to anticipated or unanticipated drydock, maintenance, modifications or other required construction related to any of our vessels;

     
 

unscheduled disruptions in our business due to civil unrest, travel restrictions, weather events, mechanical failures, pandemics or other events;

     
 

changes adversely affecting the business in which we are engaged;

     
 

management of our growth and our ability to execute on our planned growth, including our ability to successfully close merger and acquisition transactions and integrate acquisitions;

     
 

our business strategy and plans;

18

 

our ability to maintain our relationships with National Geographic and/or World Wildlife Fund;

     
 

compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions;

     
 

our substantial indebtedness and our ability to remain in compliance with the financial and/or operating covenants in such arrangements;

     
  the impact of material litigation, enforcement actions, claims, fines or penalties on our business;
     
 

the impact of severe or unusual weather conditions, including climate change, on our business;

     
 

adverse publicity regarding the travel and cruise industry in general;

     
 

loss of business due to competition;

     
 

the inability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them;

     
 

the result of future financing efforts; 

     
 

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; and

     
 

those risks discussed in Item 1A. Risk Factors in our 2023 Annual Report.

 

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

 

Business Overview

 

We provide expedition cruising and land-based adventure travel fostering a spirit of exploration and discovery, using itineraries featuring up-close encounters with wildlife and nature, history and culture and promote guest empowerment, human connections and interactivity. Our mission is to offer life-changing adventures around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places. 

 

We currently operate a fleet of ten owned expedition ships and operate six seasonal charter vessels. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration, and the majority of our expeditions involve travel to remote places, such as voyages to Alaska, the Arctic, Antarctic, the Galápagos Islands, Baja’s Sea of Cortez, the South Pacific, Costa Rica and Panama. We have a longstanding relationship with the National Geographic Society dating back to 2004, which is based on a shared interest in exploration, research, technology and conservation. This relationship, which was recently expanded and extended in November 2023 to the end of 2040 through a Brand License Agreement with National Geographic Partners, LLC (“National Geographic”), includes a co-selling, co-marketing and global branding arrangement whereby National Geographic promotes our offerings in its marketing campaigns across web-based, email, print and other marketing platforms and distributes our expeditions through the Disney Signature Experiences platform under the National Geographic-Lindblad Expeditions brand, and our owned vessels carry the National Geographic name. We collaborate with National Geographic on voyage planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, join our expeditions. Guests are able to interact with these experts through lectures, excursions, dining and other experiences throughout their voyage.

 

We operate land-based nature adventure travel expeditions around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet’s wild destinations and the animals and people who live there.

 

Natural Habitat, Inc. (“Natural Habitat”) provides eco-conscious expeditions and nature-focused, small-group experiences 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. 

 

19

 

Off the Beaten Path, LLC (“Off the Beaten Path”) provides small group travel, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa.

 

DuVine Cycling + Adventure Company (“DuVine”) provides intimate cycling adventures and travel experiences, led by expert guides, with a focus on connecting with local character and culture, including high-quality local cuisine and 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, LLC (“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 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. 

 

Wineland-Thomson Adventures, consisting of Wineland-Thomson Adventures, LLC (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”) and the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), provides global custom and private tours, family travel experiences, socially responsible and positively impactful light-treading Tanzanian safaris with expert local wildlife guides providing exceptional insight, treks to the summit of Kilimanjaro, the Roof of Africa, with 30 years of experience and a commitment to environmental and social responsibility, and high-end lodging at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater.

 

We operate two segments consisting of (i) the Lindblad segment, which consists of the operations of our Lindblad brand, and (ii) the Land Experiences segment, consisting of our Natural Habitat, DuVine, Off the Beaten Path, Classic Journeys and Wineland-Thomson Adventures brands.

 

2024 Highlights

 

During the nine months ended September 30, 2024, we provided immersive expeditions to our guests across all our ships including voyages to Alaska, Antarctica, the Arctic, Baja California’s Sea of Cortez, British Columbia, the Channel Islands, the Galápagos Islands, Greece, Greenland, Iceland, the Northwest Passage, the Pacific Northwest, Patagonia, Spain, South Georgia and the Falkland Islands, Central America, Australia, New Zealand, the South Pacific and elsewhere. Our Land Experiences guests traveled on adventures to locations such as our Alaska Bear Camps, Costa Rica, the Amazon, Brazil’s Pantanal, Mexico, China, Iceland, India, Sri Lanka, Borneo, Bhutan, Africa including Kenya, Tanzania, Botswana, South Africa and Madagascar, Portugal, Italy, the Cotswold’s, Croatia, France, Spain, Alaska, Yellowstone National Park and Canyons Southwest USA.

 

During April 2024, we increased our ownership of Natural Habitat to 90.1% for $15.2 million, as Mr. Bressler, President of Natural Habitat, exercised a portion of his put option, and we exercised a portion of our call option on DuVine, increasing our ownership to 75% for $1.5 million.

 

During June 2024, we announced an agreement for the acquisition of Torcatt Enterprises Limitada, a holding company that operates two vessels in the Galápagos Islands, for $17.0 million. The acquisition will expand our vessels and guest capacity in one of our core markets. We expect the acquisition to close in January 2025. 

 

On July 31, 2024, we acquired Wineland-Thomson Adventures, Inc., and other related entities, (“Wineland-Thomson Adventures”) to further expand our land-based experiential travel offerings and increase our addressable market, for $24.0 million in cash and $6.0 million in Lindblad common stock, representing 682,593 shares. Wineland-Thomson Adventures consists of four adventure travel brands, including the respected Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country, was founded on the principles of quality and integrity, with the goal of leading socially responsible and positively impactful light-treading safari tours. In addition to its adventure travel brands, the acquisition includes three leading Tanzania tour operators, the historic award-winning Gibb’s Farm lodge, an 80-acre sanctuary for the senses located near the Ngorongoro Crater, the industry-leading operator of Kilimanjaro treks Nature Discovery, Limited, which has more than 30 years of experience and is the recommended Tanzanian partner for over 20 specialist trekking and safari travel agents around the world, and Thomson Safaris Limited.

 

Bookings to date for future travel increased 26% vs the same period in 2023. 

 

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;

     
20

 

results and a comparable discussion of our consolidated and segment results of operations;

     
 

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

 

Description of Certain Line Items

 

Tour revenues

 

Tour revenues consist of the following:

 

 

Guest ticket revenues recognized from the sale of guest tickets and hotel lodgings; and

     
 

Other tour revenues from the sale of pre- or post-expedition excursions, hotel accommodations, air transportation to and from the ships and excursions, goods and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees.

 

Cost of tours

 

Cost of tours includes the following:

 

 

Direct costs associated with revenues, including cost of pre- or post-expedition excursions, hotel accommodations, and land-based expeditions, air and other transportation expenses, and cost of goods and services rendered onboard;

     
 

Payroll costs and related expenses for shipboard and expedition personnel;

     
 

Food costs for guests and crew, including complimentary food and beverage amenities for guests;

     
 

Fuel costs and related costs of delivery, storage and safe disposal of waste; and

     
 

Other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance, and charter hire costs.

 

Selling and marketing

 

Selling and marketing expenses include commissions, royalties and a broad range of advertising and promotional expenses.

 

General and administrative

 

General and administrative expenses include the cost of shoreside vessel support, reservations and other administrative functions, including salaries and related benefits, credit card commissions, professional fees and rent.

 

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 Costs, to enable us to analyze our performance and financial condition. We utilize these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of performance. Some of these measures are commonly used in the cruise and tourism industry to evaluate performance. We believe these non-GAAP measures provide expanded insight to assess revenue and cost performance, in addition to the standard GAAP-based financial measures. There are no specific rules or regulations for determining non-GAAP measures, and as such, they may not be comparable to measures used by other companies within the industry.

 

The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. You should read this discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and the related notes thereto also included within.

 

21

 

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, the debt refinancing costs, acquisition-related expenses and other non-recurring charges. We believe Adjusted EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of the business, such as sales growth, operating costs, selling and administrative expense, and other operating income and expense. We believe Adjusted EBITDA helps provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements, such as unearned passenger revenues, capital expenditures and related depreciation, principal and interest payments, and tax payments. Our use of Adjusted EBITDA may not be comparable to other companies within the industry.

 

The following metrics apply to our Lindblad segment:

 

Adjusted Net Cruise Cost represents Net Cruise Cost adjusted for non-GAAP other supplemental adjustments which include certain non-operating items such as stock-based compensation, the National Geographic fee amortization, and acquisition-related expenses.

 

Available Guest Nights is a measurement of capacity and represents double occupancy per cabin (except single occupancy for a single capacity cabin) multiplied by the number of cruise days for the period. We also record the number of guest nights available on our limited land programs in this definition.

 

Gross Cruise Cost represents the sum of cost of tours plus, selling and marketing expenses, and general and administrative expenses.

 

Gross Yield per Available Guest Night represents tour revenues less insurance proceeds divided by Available Guest Nights.

 

Guest Nights Sold represents the number of guests carried for the period multiplied by the number of nights sailed within the period.

 

Maximum Guests is a measure of capacity and represents the maximum number of guests in a period and is based on double occupancy per cabin (except single occupancy for a single capacity cabin).

 

Net Cruise Cost represents Gross Cruise Cost excluding commissions and certain other direct costs of guest ticket revenues and other tour revenues.

 

Net Cruise Cost Excluding Fuel represents Net Cruise Cost excluding fuel costs.

 

Net Yield represents tour revenues less insurance proceeds, commissions and direct costs of other tour revenues.

 

Net Yield per Available Guest Night represents Net Yield divided by Available Guest Nights.

 

Number of Guests represents the number of guests that travel with us in a period.

 

Occupancy is calculated by dividing Guest Nights Sold by Available Guest Nights.

 

Voyages represent the number of ship expeditions completed during the period.

 

Foreign Currency Translation

 

The U.S. dollar and Tanzanian shilling are the functional currencies in our foreign operations and re-measurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the condensed consolidated statements of operations.

 

Seasonality

 

Traditionally, our Lindblad brand tour revenues are mildly seasonal, historically larger in the first and third quarters. The seasonality of our operating results fluctuates due primarily to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during nonpeak demand periods, in the second and fourth quarters. Our drydock schedules are subject to cost and timing differences from year-to-year due to the availability of shipyards for certain work, drydock locations based on

 

22

ship itineraries, operating conditions experienced especially in the polar regions and the applicable regulations of class societies in the maritime industry, which require periodically more extensive reviews. Drydocking impacts operating results by reducing tour revenues and increasing cost of tours. Our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys and Wineland-Thomson Adventures 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, while the majority of Off the Beaten Path, DuVine and Classic Journeys’ revenues recorded during the second and third quarters from their spring and summer season departures, and the majority of Wineland-Thomson Adventures’ revenues being recorded during the third quarter from the height of their safari season tours.

 

Results of Operations Consolidated

 

Our consolidated results for the three and nine months ended September 30, 2024 and 2023 are set forth below. 

 

   

For the three months ended September 30,

   

For the nine months ended September 30,

 

(In thousands)

 

2024

   

2023

   

Change

    %  

2024

   

2023

   

Change

    %

Tour revenues

  $ 206,005     $ 175,989     $ 30,016       17 %   $ 496,118     $ 444,183     $ 51,935       12 %
                                                                 

Cost of tours

    104,488       95,590       8,898       9 %     262,430       245,293       17,137       7 %

General and administrative

    34,300       30,015       4,285       14 %     100,835       85,589       15,246       18 %

Selling and marketing

    25,003       19,387       5,616       29 %     66,042       55,197       10,845       20 %

Depreciation and amortization

    12,733       10,521       2,212       21 %     37,687       33,660       4,027       12 %

Operating income

  $ 29,481     $ 20,476     $ 9,005       44 %   $ 29,124     $ 24,444     $ 4,680       19 %

Net income (loss)

  $ 25,198     $ 8,459     $ 16,739       198 %   $ (3,005 )   $ (14,463 )   $ 11,458       79 %

Undistributed income (loss) per share available to stockholders:

                                                               

Basic

  $ 0.39     $ 0.08     $ 0.30             $ (0.18 )   $ (0.40 )   $ 0.22          

Diluted

  $ 0.36     $ 0.08     $ 0.29             $ (0.18 )   $ (0.40 )   $ 0.22          

 

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023 — Consolidated

 

Tour Revenues

 

Tour revenues for the three months ended September 30, 2024 increased $30.0 million, or 17%, to $206.0 million, compared to $176.0 million for the three months ended September 30, 2023. Of the $30.0 million increase, $12.5 million is due to a 7% increase in guest nights sold and a 2% increase in guests traveled, $8.7 million is due to an increase in pricing, and includes the results of Wineland-Thomson Adventures since its acquisition on July 31, 2024. The Lindblad segment tour revenues increased by $12.5 million, or 12%, and the Land Experiences segment increased $17.5 million, or 26%. 

 

Tour revenues for the nine months ended September 30, 2024 increased $51.9 million, or 12%, to $496.1 million, compared to $444.2 million for the nine months ended September 30, 2023. Of the $51.9 million increase, $22.1 million is due to a 4% increase in guest nights sold and a 6% increase in guests traveled, $21.0 million of the increase is due to an increase in pricing, and includes the results of Wineland-Thomson Adventures since its acquisition on July 31, 2024. The Lindblad segment tour revenues increased by $20.9 million, or 7%, and the Land Experiences segment increased $31.0 million, or 23%. 

 

Cost of Tours

 

Total cost of tours for the three months ended September 30, 2024 increased $8.9 million, or 9%, to $104.5 million, compared to $95.6 million for the three months ended September 30, 2023, primarily due to the inclusion of Wineland-Thomson Adventures within our Land Experiences segment, operating additional expeditions and trips, and higher operating costs. The Lindblad segment cost of tours increased by $0.6 million, or 1% and the Land Experiences segment increased $8.2 million, or 20%.

 

Total cost of tours for the nine months ended September 30, 2024 increased $17.1 million, or 7%, to $262.4 million, compared to $245.3 million for the nine months ended September 30, 2023, primarily due to the inclusion of Wineland-Thomson Adventures within our Land Experiences segment, operating additional trips, and higher operating costs. The Lindblad segment cost of tours increased by $0.1 million and the Land Experiences segment increased $17.0 million, or 22%.

 

23

 

General and Administrative

 

General and administrative expenses for the three months ended September 30, 2024 increased $4.3 million, or 14%, to $34.3 million, compared to $30.0 million for the three months ended September 30, 2023, primarily due to higher personnel expense, credit card commissions due to a strong booking environment, transaction-related costs and the inclusion of the results of Wineland-Thomson Adventures. At the Lindblad segment, general and administrative expenses increased $1.5 million, or 7%, from the prior year period, and the Land Experiences segment increased $2.8 million, or 31%. 

 

General and administrative expenses for the nine months ended September 30, 2024 increased $15.2 million, or 18%, to $100.8 million, compared to $85.6 million for the nine months ended September 30, 2023, primarily due to higher personnel expense, credit card commissions due to a strong booking environment, transaction-related costs and the inclusion of the results of Wineland-Thomson Adventures. At the Lindblad segment, general and administrative expenses increased $7.1 million, or 12%, and the Land Experiences segment increased $8.2 million, or 32%. 

 

Selling and Marketing

 

Selling and marketing expenses for the three months ended September 30, 2024 increased $5.6 million, or 29%, to $25.0 million, compared to $19.4 million for the three months ended September 30, 2023, primarily due to higher royalties associated with the new National Geographic agreement, increased marketing spend to support future growth, and the inclusion of the results of Wineland-Thomson Adventures. At the Lindblad segment, selling and marketing expenses increased $4.1 million, or 26%, and the Land Experiences segment increased $1.5 million, or 39%.

 

Selling and marketing expenses for the nine months ended September 30, 2024 increased $10.8 million, or 20%, to $66.0 million, compared to $55.2 million for the nine months ended September 30, 2023, primarily due to higher royalties associated with the new National Geographic agreement, increased marketing spend to support future growth, and the inclusion of the results of Wineland-Thomson Adventures. At the Lindblad segment, selling and marketing expenses increased $8.4 million, or 19%, and the Land Experiences segment increased $2.4 million, or 22%.

 

Depreciation and Amortization

 

Depreciation and amortization expenses for the three months ended September 30, 2024 increased $2.2 million, or 21%, to $12.7 million, compared to $10.5 million for the three months ended September 30, 2023.

 

Depreciation and amortization expenses for the nine months ended September 30, 2024 increased $4.0 million, or 12%, to $37.7 million, compared to $33.7 million for the nine months ended September 30, 2023.

 

Other Income (Expense)

 

Other expense for the three months ended September 30, 2024, decreased $1.0 million to $11.0 million from $12.0 million for the three months ended September 30, 2023, due primarily to a $0.2 million gain on foreign exchange in 2024 compared to a $0.5 million loss in 2023, and $0.2 million lower interest expense. 

 

Other expense for the nine months ended September 30, 2024, decreased $3.1 million to $34.2 million from $37.3 million for the nine months ended September 30, 2023, due primarily to the May 2023 write-off of $3.9 million of deferred financing costs, fees and other expenses related to the repayment of our prior Export Credit Agreements, partially offset by a $0.5 million increase in interest expense.

 

24

Results of Operations Segments

 

Selected information for our reportable segments is below. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

 

   

For the three months ended September 30,

   

For the nine months ended September 30,

 

(In thousands)

 

2024

   

2023

   

Change

    %  

2024

   

2023

   

Change

    %

Tour revenues:

                                                               

Lindblad

  $ 121,268     $ 108,750     $ 12,518       12 %   $ 332,624     $ 311,660     $ 20,964       7 %

Land Experiences

    84,737       67,239       17,498       26 %     163,494       132,523       30,971       23 %

Total tour revenues

  $ 206,005     $ 175,989     $ 30,016       17 %   $ 496,118     $ 444,183     $ 51,935       12 %

Operating income:

                                                               

Lindblad

  $ 11,680     $ 7,501     $ 4,179       56 %   $ 10,092     $ 8,576     $ 1,516       18 %

Land Experiences

    17,801       12,975       4,826       37 %     19,032       15,868       3,164       20 %

Operating income

  $ 29,481     $ 20,476     $ 9,005       44 %   $ 29,124     $ 24,444     $ 4,680       19 %

Adjusted EBITDA:

                                                               

Lindblad

  $ 26,238     $ 20,119     $ 6,119       30 %   $ 53,429     $ 48,887     $ 4,542       9 %

Land Experiences

    19,574       13,831       5,743       42 %     24,373       18,472       5,901       32 %

Total adjusted EBITDA

  $ 45,812     $ 33,950     $ 11,862       35 %   $ 77,802     $ 67,359     $ 10,443       16 %

 

Guest Metrics Lindblad Segment

 

The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and Voyages:

 

   

For the three months ended September 30,

   

For the nine months ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Available Guest Nights

    91,293       85,959       254,651       243,329  

Guest Nights Sold

    74,845       69,903       199,982       192,052  

Occupancy

    82 %     81 %     79 %     79 %

Maximum Guests

    11,225       10,613       30,501       29,113  

Number of Guests

    9,414       8,910       24,695       23,648  

Voyages

    137       129       380       359  

 

The following table shows the calculations of Gross and Net Yield. Gross Yield is calculated by dividing Tour Revenues by Available Guest Nights and Net Yield is calculated by dividing Net Revenue by Available Guest Nights:

 

Calculation of Gross and Net Yield per Available Guest Night

 

For the three months ended September 30,

   

For the nine months ended September 30,

 

(In thousands, except for Available Guest Nights, Gross and Net Yield per Available Guest Night)

 

2024

   

2023

   

2024

   

2023

 

Guest ticket revenues

  $ 109,140     $ 94,751     $ 295,727     $ 273,653  

Other tour revenue

    12,128       13,999       36,897       38,007  

Tour Revenues

    121,268       108,750       332,624       311,660  

Less: Commissions

    (5,212 )     (6,732 )     (13,791 )     (19,996 )

Less: Other tour expenses

    (6,060 )     (6,569 )     (19,417 )     (19,296 )

Net Yield

  $ 109,996     $ 95,449     $ 299,416     $ 272,368  

Available Guest Nights

    91,293       85,959       254,651       243,329  

Gross Yield per Available Guest Night

  $ 1,328     $ 1,265     $ 1,306     $ 1,281  

Net Yield per Available Guest Night

    1,205       1,110       1,176       1,119  

 

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The following table reconciles operating income to our Net Yield Guest Metric for the Lindblad Segment:

 

   

For the three months ended September 30,

   

For the nine months ended September 30,

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 

Operating income

  $ 11,680     $ 7,501     $ 10,092     $ 8,576  

Cost of tours

    55,663       55,021       167,506       167,392  

General and administrative

    22,628       21,122       67,428       60,374  

Selling and marketing

    19,536       15,441       52,606       44,163  

Depreciation and amortization

    11,761       9,665       34,992       31,155  

Less: Commissions

    (5,212 )     (6,732 )     (13,791 )     (19,996 )

Less: Other tour expenses

    (6,060 )     (6,569 )     (19,417 )     (19,296 )

Net Yield

  $ 109,996     $ 95,449     $ 299,416     $ 272,368  

 

The following table shows the calculations of Gross and Net Cruise Costs:

 

Calculation of Gross and Net Cruise Cost

 

For the three months ended September 30,

   

For the nine months ended September 30,

 

(In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Avail. Guest Night)

 

2024

   

2023

   

2024

   

2023

 

Cost of tours

  $ 55,663     $ 55,021     $ 167,506     $ 167,392  

Plus: Selling and marketing

    19,536       15,441       52,606       44,163  

Plus: General and administrative

    22,628       21,122       67,428       60,374  

Gross Cruise Cost

    97,827       91,584       287,540       271,929  

Less: Commissions

    (5,212 )     (6,732 )     (13,791 )     (19,996 )

Less: Other tour expenses

    (6,060 )     (6,569 )     (19,417 )     (19,296 )

Net Cruise Cost

    86,555       78,283       254,332       232,637  

Less: Fuel Expense

    (5,460 )     (5,434 )     (19,895 )     (19,939 )

Net Cruise Cost Excluding Fuel

    81,095       72,849       234,437       212,698  

Non-GAAP Adjustments:

                               

Stock-based compensation

    (2,352 )     (2,953 )     (7,185 )     (9,146 )

Transaction-related costs

    (445 )     -       (789 )     -  

Reorganization costs

    -       -       (371 )     -  

Other

    -       -       -       (10 )

Adjusted Net Cruise Cost Excluding Fuel

  $ 78,298     $ 69,896     $ 226,092     $ 203,542  

Adjusted Net Cruise Cost

  $ 83,758     $ 75,330     $ 245,987     $ 223,481  

Available Guest Nights

    91,293       85,959       254,651       243,329  

Gross Cruise Cost per Available Guest Night

  $ 1,072     $ 1,065     $ 1,129     $ 1,118  

Net Cruise Cost per Available Guest Night

    948       911       999       956  

Net Cruise Cost Excluding Fuel per Available Guest Night

    888       847       921       874  

Adjusted Net Cruise Cost Excluding Fuel per Available Guest Night

    858       813       888       836  

Adjusted Net Cruise Cost per Available Guest Night

    917       876       966       918  

 

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023 at the Lindblad Segment

 

Tour Revenues

 

Tour revenues for the three months ended September 30, 2024 increased $12.5 million, or 12%, to $121.3 million, compared to $108.7 million for the three months ended September 30, 2023. Of the $12.5 million increase, $8.0 million is related to a 7% increase in guest nights sold and $4.5 million is related to a 4% increase in revenue per guest nights sold as compared to the prior year period. 

 

Tour revenues for the nine months ended September 30, 2024 increased $21.0 million, or 7%, to $332.6 million, compared to $311.7 million for the nine months ended September 30, 2023. Of the $21.0 million increase, $13.2 million is related to a 4% increase in guest nights sold and $7.8 million is related to a 2% increase in revenue per guest nights sold as compared to the prior year period. 

 

26

Operating Income

 

Operating income of $11.7 million for the three months ended September 30, 2024 increased $4.2 million compared to income of $7.5 million for the three months ended September 30, 2023, as the increase in tour revenues was partially offset by higher operating expenses. The increase in operating expenses was primarily due to expenses associated with increased revenue, including higher sales and marketing costs, driven by increased royalties associated with the new National Geographic agreement, and higher general and administrative costs, driven by higher credit card commissions, increased information technology costs and transaction-related costs. 

 

Operating income of $10.1 million for the three months ended September 30, 2024 increased $1.5 million compared to income of $8.6 million for the three months ended September 30, 2023. Increased revenue was partially offset by higher operating expenses, primarily due to expenses associated with increased revenue, including higher sales and marketing costs, driven by increased royalties associated with the new National Geographic agreement and marketing spend to drive future booking growth, and higher general and administrative costs, driven by increased personnel costs, higher credit card commissions due to the revenue and bookings growth, increased costs related to consulting, information technology and transaction-related costs. 

 

Comparison of Three and Nine Months Ended September 30, 2024 and 2023 at the Land Experiences Segment

 

Tour Revenues

 

Tour revenues for the three months ended September 30, 2024 increased $17.5 million, or 26%, to $84.7 million compared to $67.2 million for the three months ended September 30, 2023. Of the $17.5 million increase, $7.4 million is due to an 11% increase in average revenue per customer, $1.3 million is related to a 2% increase in guests traveled during the third quarter 2024, and includes the results of Wineland-Thomson Adventures since its acquisition on July 31, 2024.

 

Tour revenues for the nine months ended September 30, 2024 increased $31.0 million, or 23%, to $163.5 million compared to $132.5 million for the nine months ended September 30, 2023. Of the $31.0 million increase, $13.3 million is due to a 10% increase in average revenue per customer, $8.9 million is related to a 6% increase in guests traveled during 2024, and includes the results of Wineland-Thomson Adventures since its acquisition on July 31, 2024. 

 

Operating Income 

 

Operating income of $17.8 million for the three months ended September 30, 2024 increased $4.8 million compared to $13.0 million for the three months ended September 30, 2023. The increase was driven by higher revenues from the existing businesses and the inclusion of the results of Wineland-Thomson Adventures since its acquisition, partially offset by higher operating and personnel costs due to operating additional tours, higher marketing spend to drive future growth, and transaction-related costs.

 

Operating income of $19.0 million for the nine months ended September 30, 2024 increased $3.1 million compared to $15.9 million for the nine months ended September 30, 2023. The increase was driven by higher revenues from the existing businesses and the inclusion of the results of Wineland-Thomson Adventures since its acquisition, partially offset by higher operating and personnel costs related to operating additional departures, higher marketing spend to drive future growth, and transaction-related costs.

 

Adjusted EBITDA Consolidated

 

The following table outlines the reconciliation of net income (loss) to consolidated Adjusted EBITDA. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

 

27

Reconciliation of Net (Loss) Income to Adjusted EBITDA Consolidated

 

Consolidated

 

For the three months ended September 30,

   

For the nine months ended September 30,

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 25,198     $ 8,459     $ (3,005 )   $ (14,463 )

Interest expense, net

    11,234       11,482       34,140       33,593  

Income tax (benefit) expense

    (6,747 )     3       (2,050 )     1,587  

Depreciation and amortization

    12,733       10,521       37,687       33,660  

(Gain) loss on foreign currency

    (203 )     455       48       (46 )

Other (income) expense

    (1 )     77       (9 )     3,773  

Stock-based compensation

    2,529       2,953       7,362       9,245  

Transaction-related costs

    1,069       -       3,258       -  

Reorganization costs

    -       -       371       -  

Other

    -       -       -       10  

Adjusted EBITDA

  $ 45,812     $ 33,950     $ 77,802     $ 67,359  

 

The following tables outline the reconciliation for each reportable segment from operating income to Adjusted EBITDA.

 

Reconciliation of Operating Income to Adjusted EBITDA Lindblad Segment

 

Lindblad Segment

 

For the three months ended September 30,

   

For the nine months ended September 30,

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 

Operating income

  $ 11,680     $ 7,501     $ 10,092     $ 8,576  

Depreciation and amortization

    11,761       9,665       34,992       31,155  

Stock-based compensation

    2,352       2,953       7,185       9,146  

Transaction-related costs

    445       -       789       -  

Reorganization costs

    -       -       371       -  

Other

    -       -       -       10  

Adjusted EBITDA

  $ 26,238     $ 20,119     $ 53,429     $ 48,887  

 

Land Experiences Segment

 

For the three months ended September 30,

   

For the nine months ended September 30,

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 

Operating income

  $ 17,801     $ 12,975     $ 19,032     $ 15,868  

Depreciation and amortization

    972       856       2,695       2,505  

Stock-based compensation

    177       -       177       99  

Transaction-related costs

    624       -       2,469       -  

Adjusted EBITDA

  $ 19,574     $ 13,831     $ 24,373     $ 18,472  

 

Liquidity and Capital Resources

 

As of September 30, 2024, the Company had $193.9 million in unrestricted cash and cash equivalents and $30.7 million in restricted cash primarily related to deposits on future travel originating from U.S. ports and credit card reserves.

 

As of September 30, 2024, we had $635.0 million in long-term debt obligations, including the current portion of long-term debt. We believe that our cash on hand and expected future operating cash inflows will be sufficient to fund operations, debt service requirements, and necessary capital expenditures for at least the next 12 months. 

 

Sources and Uses of Cash for the Nine Months Ended September 30, 2024 and 2023

 

Net cash provided by operating activities was $90.7 million for the nine months ended September 30, 2024 compared to $35.3 million for the same period in 2023. The $55.4 million increase is primarily due to increased cash received from guests for future travel. 

 

28

 

Net cash used in investing activities was $34.4 million for the nine months ended September 30, 2024 compared to $7.6 million in cash provided by investing activities during the same period in 2023. 2024 primarily included the acquisition of Wineland-Thomson Adventures and capital expenditures on our vessels, while 2023 primarily included capital expenditures on our vessels and our digital transformation initiatives, partially offset by divesting of marketable securities.

 

Net cash used in financing activities was $19.1 million for the nine months ended September 30, 2024 compared to $61.0 million provided by financing activities for the same period in 2023. 2024 primarily included expenditures for the acquisition of an additional 9.95% of Natural Habitat and 5% of DuVine related to the respective puts and calls of the redeemable non-controlling interests, and income tax withholdings for stock-based compensation, while 2023 primarily included the issuance of $275.0 million of new senior notes which were used primarily to repay our prior export credit agreements.

 

Funding Sources

 

Debt Facilities 

 

6.75% Notes

 

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

 

Revolving Credit Facility

 

On February 4, 2022, we 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 us and the Guarantors and are secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at our option, an adjusted SOFR rate plus a spread or a base rate plus a spread. As of September 30, 2024, we had no borrowings under the Revolving Credit Facility.

 

9.00% Notes

 

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. The 9.00% Notes bear interest at a rate of 9.00% per year and is payable semiannually in arrears on May 15 and November 15 of each year. The 9.00% Notes will mature on May 15, 2028, subject to earlier repurchase or redemption. The net proceeds from the offering were used to prepay in full all outstanding borrowings under our prior senior secured credit agreements, to pay any related premiums and to terminate in full the prior senior secured credit agreements and the commitments thereunder. The 9.00% Notes are senior unsecured obligations and are guaranteed (i) on a senior secured basis by certain of our subsidiaries (collectively, the “Secured Guarantors”) and secured by a first-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 of our other subsidiaries. We may redeem the 9.00% Notes at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

 

Covenants

 

The 6.75% Notes, Revolving Credit Facility and 9.00% Notes contain covenants that, among other things, restrict our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications. As of September 30, 2024, we were in compliance with the covenants currently in effect. 

 

29

 

Equity

 

Preferred Stock

 

In August 2020, we issued and sold 85,000 shares of Series A Redeemable Convertible Preferred Stock, par value of $0.0001, (“Preferred Stock”) for $1,000 per share for gross proceeds of $85.0 million. As of March 31, 2024, 62,000 shares of Preferred Stock were outstanding. The Preferred Stock has senior and preferential ranking to our common stock. The Preferred Stock is entitled to cumulative dividends of 6.00% per annum, and for the first two years, the dividends were required to be paid-in-kind. After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at our option. During 2024, we have continued to pay Preferred Stock dividends in-kind. 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. The Preferred Stock is convertible at any time, at the holder’s election, into a number of shares of our common stock equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $9.50. At the six-year anniversary of the closing date, each investor has the right to request that we repurchase their Preferred Stock, and any Preferred Stock not requested to be repurchased shall be converted into our common shares equal to the quotient obtained by dividing the then-current accrued value by the conversion price. As of September 30, 2024, the outstanding Preferred Stock and accumulated dividends could be converted into approximately 8.3 million shares of our common stock. 

 

Funding Needs

 

We generally rely on a combination of cash flows provided by operations and the incurrence of additional debt to fund obligations. A vast majority of guest ticket receipts are collected in advance of the applicable expedition date. These advance passenger receipts remain a current liability until the expedition date, and the cash generated from these advance receipts is used interchangeably with cash on hand from other cash from operations. The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash. Traditionally we run a working capital deficit due primarily to a large balance of unearned passenger revenues. As of September 30, 2024, we had a working capital deficit of $98.3 million, and as of December 31, 2023, we had a working capital deficit of $74.7 million. 

 

Critical Accounting Policies

 

Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. For a detailed discussion of our Critical Accounting Policies, please see our 2023 Annual Report, where we have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application. There have been no significant changes to our accounting policies from those disclosed in the 2023 Annual Report.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We may be exposed to a market risk for interest rates related to our revolving credit facility. As of September 30, 2024, no amounts were outstanding under the revolving credit facility. There have otherwise been no other material changes in our exposure to market risks from the information set forth in the “Quantitative and Qualitative Disclosures About Market Risk” sections contained in our 2023 Annual Report.

 

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and interim principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were effective as of September 30, 2024 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and interim principal financial officer, as appropriate to allow timely decisions regarding required disclosure. 

 

30

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART 2.

OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

The Company is 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.

 

Unless stated otherwise, the matter discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in a liability material to the Company's financial position, results of operations, or cash flows. The Company can provide no assurance as to the scope and outcome of this matter and cannot reasonably estimate any loss or range of loss, beyond the amounts accrued, if any, that may arise from this matter.

 

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.

 

ITEM 1A.

RISK FACTORS

 

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. The risks and uncertainties that we believe are most important for you to consider are discussed under the heading “Risk Factors” in the 2023 Annual Report.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Recent Sales by the Company of Unregistered Securities

 

There were no unregistered sales of equity securities during the quarter ended September 30, 2024.

 

Stock Repurchase Plan

 

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 and our previously outstanding warrants. Any shares and warrants purchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of our 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 repurchases were made under the Repurchase Plan during the nine months ended September 30, 2024. We have cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 warrants for $14.7 million, since plan inception. All repurchases were made using cash resources. The balance for the Repurchase Plan was $12.0 million as of September 30, 2024. 

 

31

Repurchases of Securities

 

The following table represents information with respect to shares of common stock withheld from vesting's of stock-based compensation awards for employee income tax withholding 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 warrants and shares that may be purchased under approved plans or programs

 

July 1 through July 31, 2024

   

25,525

   

$

10.64

   

$

-

   

$

11,974,787

 

August 1 through August 31, 2024

   

-

     

-

     

-

     

11,974,787

 

September 1 through September 30, 2024

   

291

     

9.22

     

-

     

11,974,787

 

Total

   

25,816

           

$

-

         

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

ITEM 5.

OTHER INFORMATION

 

During the three months ended September 30, 2024, no director or Section 16 officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

 

ITEM 6.

EXHIBITS

 

Number

 

Description

 

Included

 

Form

 

Filing Date

31.1

 

Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

 

Herewith

       

31.2

 

Certification of Interim Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

 

Herewith

       

32.1

 

Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Herewith

       

32.2

 

Certification of Interim Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Herewith

       
32

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)

           
   

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 5, 2024.

 

 

LINDBLAD EXPEDITIONS HOLDINGS, INC.

 

(Registrant)

     
 

By

/s/ Sven Lindblad

   

Sven Lindblad

   

Chief Executive Officer

   

(Principal Executive Officer)

     
 

By

/s/ L. Dyson Dryden

   

L. Dyson Dryden

   

Interim Chief Financial Officer

   

(Interim Principal Financial and Accounting Officer)

     

 

 

 

34

Exhibit 31.1

 

Certification

 

I, Sven Lindblad, certify that:

 

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Lindblad Expeditions Holdings, Inc. (the “Registrant”);

     
 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     
 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

     
 

4.

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as identified in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

     
   

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

       
   

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

       
   

c)

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

       
   

d)

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

       
 

5.

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

     
   

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

       
   

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: November 5, 2024

 

 

/s/ Sven Lindblad

 

Sven Lindblad

 

Chief Executive Officer 

 

 

 

Exhibit 31.2

 

Certification

 

I, L. Dyson Dryden, certify that:

 

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Lindblad Expeditions Holdings, Inc. (the “Registrant”);

     
 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     
 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

     
 

4.

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as identified in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

       
   

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

       
   

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

       
   

c)

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

       
   

d)

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

       
 

5.

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

       
   

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

       
   

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: November 5, 2024

 

 

/s/ L. Dyson Dryden

 

L. Dyson Dryden

 

Interim Chief Financial Officer

 

 

 

Exhibit 32.1

 

Certification of CEO Pursuant To

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2024 of Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Company”), as filed with the Securities and Exchange commission on the date hereof (the “Report”), I, Sven Lindblad, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

 

 

1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 5, 2024

 
   
 

/s/ Sven Lindblad

 

Sven Lindblad

 

Chief Executive Officer 

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Exhibit 32.2

 

Certification of Interim CFO Pursuant To

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2024 of Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Company”), as filed with the Securities and Exchange commission on the date hereof (the “Report”), I, L. Dyson Dryden, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

 

 

1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 5, 2024

 
   
 

/s/ L. Dyson Dryden

 

L. Dyson Dryden

 

Interim Chief Financial Officer

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 
v3.24.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 04, 2024
Document Information [Line Items]    
Entity Central Index Key 0001512499  
Entity Registrant Name LINDBLAD EXPEDITIONS HOLDINGS, INC.  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-35898  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-4749725  
Entity Address, Address Line One 96 Morton Street, 9th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10014  
City Area Code 212  
Local Phone Number 261-9000  
Title of 12(b) Security Common Stock, par value $0.0001 per share  
Trading Symbol LIND  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   54,503,864
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current Assets:    
Cash and cash equivalents $ 193,881 $ 156,845
Restricted cash 30,694 30,499
Prepaid expenses and other current assets 63,275 57,158
Total current assets 287,850 244,502
Property and equipment, net 516,939 526,002
Goodwill 67,801 42,017
Intangibles, net 8,058 9,412
Other long-term assets 9,174 9,364
Total assets 889,822 831,297
Current Liabilities:    
Unearned passenger revenues 314,233 252,199
Accounts payable and accrued expenses 70,327 65,055
Lease liabilities - current 1,554 1,923
Long-term debt - current 0 47
Total current liabilities 386,114 319,224
Long-term debt, less current portion 624,501 621,778
Deferred tax liabilities 0 2,118
Other long-term liabilities 1,575 1,943
Total liabilities 1,012,190 945,063
Commitments and contingencies
Redeemable noncontrolling interests 27,542 37,784
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests 104,510 111,298
STOCKHOLDERS’ DEFICIT    
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 62,000 Series A shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively 0 0
Common stock, $0.0001 par value, 200,000,000 shares authorized; 54,495,338 and 53,390,082 issued, 54,363,515 and 53,332,150 outstanding as of September 30, 2024 and December 31, 2023, respectively 6 5
Additional paid-in capital 107,739 97,139
Accumulated deficit (334,623) (322,208)
Total stockholders' deficit (226,878) (225,064)
Total liabilities, mezzanine equity and stockholders' deficit 889,822 831,297
Series A Redeemable Convertible Preferred Stock [Member]    
Current Liabilities:    
Series A redeemable convertible preferred stock, 165,000 shares authorized; 62,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively $ 76,968 $ 73,514
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares issued (in shares) 62,000 62,000
Preferred stock, shares outstanding (in shares) 62,000 62,000
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares issued (in shares) 54,495,338 53,390,082
Common stock, shares outstanding (in shares) 54,363,515 53,332,150
Series A Redeemable Convertible Preferred Stock [Member]    
Temporary equity, shares authorized (in shares) 165,000 165,000
Temporary equity, shares issued (in shares) 62,000 62,000
Temporary equity, shares outstanding (in shares) 62,000 62,000
Preferred stock, par value (in dollars per share) $ 0.0001  
Preferred stock, shares outstanding (in shares) 62,000  
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Tour revenues $ 206,005 $ 175,989 $ 496,118 $ 444,183
Operating expenses:        
Cost of tours 104,488 95,590 262,430 245,293
General and administrative 34,300 30,015 100,835 85,589
Selling and marketing 25,003 19,387 66,042 55,197
Depreciation and amortization 12,733 10,521 37,687 33,660
Total operating expenses 176,524 155,513 466,994 419,739
Operating income 29,481 20,476 29,124 24,444
Other (expense) income:        
Interest expense, net (11,234) (11,482) (34,140) (33,593)
Gain (loss) on foreign currency 203 (455) (48) 46
Other income (expense) 1 (77) 9 (3,773)
Total other expense (11,030) (12,014) (34,179) (37,320)
Income (loss) before income taxes 18,451 8,462 (5,055) (12,876)
Income tax (benefit) expense (6,747) 3 (2,050) 1,587
Net income (loss) 25,198 8,459 (3,005) (14,463)
Net income attributable to noncontrolling interest 2,683 2,821 3,125 3,742
Net income (loss) attributable to Lindblad Expeditions Holdings, Inc. 22,515 5,638 (6,130) (18,205)
Series A redeemable convertible preferred stock dividend 1,168 1,098 3,455 3,255
Net income (loss) available to stockholders $ 21,347 $ 4,540 $ (9,585) $ (21,460)
Weighted average shares outstanding        
Basic (in shares) 54,097,365 53,309,336 53,662,237 53,227,642
Diluted (in shares) 62,591,165 53,401,799 53,662,237 53,227,642
Undistributed income (loss) per share available to stockholders:        
Basic (in dollars per share) $ 0.39 $ 0.08 $ (0.18) $ (0.4)
Diluted (in dollars per share) $ 0.36 $ 0.08 $ (0.18) $ (0.4)
v3.24.3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net loss $ 25,198 $ 8,459 $ (3,005) $ (14,463)
Other comprehensive income:        
Total other comprehensive income 0 0 0 0
Total comprehensive income (loss) 25,198 8,459 (3,005) (14,463)
Less: comprehensive income attributive to non-controlling interest 2,683 2,821 3,125 3,742
Comprehensive income (loss) attributable to Lindblad Expeditions Holdings, Inc. $ 22,515 $ 5,638 $ (6,130) $ (18,205)
v3.24.3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance (in shares) at Dec. 31, 2022 53,177,437      
Balance at Dec. 31, 2022 $ 5 $ 83,850 $ (266,530) $ (182,675)
Stock-based compensation $ 0 9,245   9,245
Net activity related to equity compensation plans (in shares) 202,313      
Net activity related to equity compensation plans $ 0 (546)   (546)
Redeemable noncontrolling interest 0 0 (2,859) (2,859)
Series A preferred stock dividend 0 0 (3,255) (3,255)
Net income attributable to Lindblad Expeditions Holdings, Inc $ 0 0 (18,205) (18,205)
Net activity related to equity compensation plans (in shares) 202,313      
Net activity related to equity compensation plans $ 0 (546)   (546)
Balance (in shares) at Sep. 30, 2023 53,379,750      
Balance at Sep. 30, 2023 $ 5 92,549 (290,849) (198,295)
Balance (in shares) at Jun. 30, 2023 53,320,546      
Balance at Jun. 30, 2023 $ 5 89,601 (294,491) (204,885)
Stock-based compensation $ 0 2,953 0 2,953
Net activity related to equity compensation plans (in shares) 59,204      
Net activity related to equity compensation plans $ 0 (5)   (5)
Redeemable noncontrolling interest 0 0 (898) (898)
Series A preferred stock dividend 0 0 (1,098) (1,098)
Net income attributable to Lindblad Expeditions Holdings, Inc $ 0 0 5,638 5,638
Net activity related to equity compensation plans (in shares) 59,204      
Net activity related to equity compensation plans $ 0 (5)   (5)
Balance (in shares) at Sep. 30, 2023 53,379,750      
Balance at Sep. 30, 2023 $ 5 92,549 (290,849) (198,295)
Balance (in shares) at Dec. 31, 2023 53,390,082      
Balance at Dec. 31, 2023 $ 5 97,139 (322,208) (225,064)
Stock-based compensation $ 0 7,362 0 7,362
Net activity related to equity compensation plans (in shares) 422,663      
Net activity related to equity compensation plans $ 1 (838)   (837)
Issuance of stock for acquisition (in shares) 682,593      
Issuance of stock for acquisition $ 0 6,000 0 6,000
Redeemable noncontrolling interest 0 (1,924) (2,830) (4,754)
Series A preferred stock dividend 0 0 (3,455) (3,455)
Net income attributable to Lindblad Expeditions Holdings, Inc $ 0 0 (6,130) (6,130)
Net activity related to equity compensation plans (in shares) 422,663      
Net activity related to equity compensation plans $ 1 (838)   (837)
Balance (in shares) at Sep. 30, 2024 54,495,338      
Balance at Sep. 30, 2024 $ 6 107,739 (334,623) (226,878)
Balance (in shares) at Jun. 30, 2024 53,564,680      
Balance at Jun. 30, 2024 $ 6 99,351 (354,844) (255,487)
Stock-based compensation $ 0 2,529   2,529
Net activity related to equity compensation plans (in shares) 248,065      
Net activity related to equity compensation plans $ 0 (141)   (141)
Issuance of stock for acquisition (in shares) 682,593      
Issuance of stock for acquisition $ 0 6,000 0 6,000
Redeemable noncontrolling interest 0 0 (1,126) (1,126)
Series A preferred stock dividend     (1,168) (1,168)
Net income attributable to Lindblad Expeditions Holdings, Inc $ 0 0 22,515 22,515
Net activity related to equity compensation plans (in shares) 248,065      
Net activity related to equity compensation plans $ 0 (141)   (141)
Balance (in shares) at Sep. 30, 2024 54,495,338      
Balance at Sep. 30, 2024 $ 6 $ 107,739 $ (334,623) $ (226,878)
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash Flows From Operating Activities    
Net loss $ (3,005) $ (14,463)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 37,687 33,660
Amortization of deferred financing costs and other, net 2,775 2,444
Amortization of right-to-use lease assets 705 1,074
Stock-based compensation 7,362 9,245
Deferred income taxes (2,118) 1,241
Loss (gain) on foreign currency 48 (46)
Write-off of unamortized issuance costs related to debt refinancing 0 3,860
Changes in operating assets and liabilities    
Prepaid expenses and other current assets (2,221) (633)
Unearned passenger revenues 48,440 5,467
Other long-term assets (519) (1,165)
Accounts payable and accrued expenses 2,256 (4,272)
Operating lease liabilities (735) (1,099)
Net cash provided by operating activities 90,675 35,313
Cash Flows From Investing Activities    
Purchases of property and equipment (23,647) (22,723)
Acquisition (net of cash acquired) (10,741) 0
Sale of securities 0 15,163
Net cash used in investing activities (34,388) (7,560)
Cash Flows From Financing Activities    
Purchase of redeemable noncontrolling interest (16,720) 0
Proceeds from long-term debt 0 275,000
Repayments of long-term debt (78) (205,704)
Payment of deferred financing costs (21) (7,455)
Repurchase under stock-based compensation plans and related tax impacts (2,237) (801)
Net cash (used in) provided by financing activities (19,056) 61,040
Net increase in cash, cash equivalents and restricted cash 37,231 88,793
Cash, cash equivalents and restricted cash at beginning of period 187,344 116,024
Cash, cash equivalents and restricted cash at end of period 224,575 204,817
Supplemental disclosures of cash flow information:    
Interest 36,994 30,369
Income taxes 0 388
Non-cash investing and financing activities:    
Non-cash preferred stock dividend 3,455 3,255
Shares issued in connection with acquisition 6,000 0
Additional paid-in capital exercise proceeds of option shares 117 0
Additional paid-in capital exchange proceeds used for option shares $ (117) $ 0
v3.24.3
Note 1 - Business and Basis of Presentation
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

NOTE 1BUSINESS 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 following two reportable business segments:

 

Lindblad Segment. The Lindblad segment currently operates a fleet of ten owned expedition ships and six 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 the five 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.

 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 are not 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, 2023 contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2024 (the “2023 Annual Report”).

 

There have been no significant changes to the Company’s accounting policies from those disclosed in the 2023 Annual Report.

 

Recently Adopted Accounting Pronouncements 

 

During  November 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 ― Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures. The amendments in this ASU are intended to improve and enhance disclosures about reportable segments’ significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after  December 15, 2023 and interim periods beginning after  December 15, 2024. The Company adopted this guidance  January 1, 2024 for 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 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. 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 ASU 2024-01 ― Compensation—Stock Compensation (Topic 718) — 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 ASU 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024. The Company will adopt this guidance January 1, 2025, as required, and does not believe it will have a material impact the Company's financial statements. 

 

v3.24.3
Note 2 - Earnings Per Share
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

NOTE 2EARNINGS PER SHARE

 

Earnings (loss) per Common Share

 

Earnings (loss) per common share is computed using the two-class method related to its Series A Redeemable Convertible Preferred Stock, par value of $0.0001 (“Preferred Stock”). Under the two-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 the nine months ended September 30, 2024 and 2023, the Company incurred net losses available to stockholders, therefore basic and diluted net loss per share are the same in each respective period. For the nine 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 the nine 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 the three 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,

 
  

2024

  

2023

  

2024

  

2023

 
  

(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 dividend

  1,168   1,098   3,455   3,255 

Undistributed income (loss) available to stockholders

 $21,347  $4,540  $(9,585) $(21,460)
                 

Weighted average shares outstanding:

                

Total weighted average shares outstanding, basic

  54,097,365   53,309,336   53,662,237   53,227,642 

Dilutive potential common shares

  163,798   91,365   -   - 

Dilutive potential options

  129,796   1,098   -   - 

Dilutive potential redeemable convertible preferred shares

  8,200,206   -   -   - 

Total weighted average shares outstanding, diluted

  62,591,165   53,401,799   53,662,237   53,227,642 
                 

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)

 

v3.24.3
Note 3 - Revenues
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

NOTE 3REVENUES

 

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 does not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage

 

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, 2024 and 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 period

  568,467 

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 Segment

  2024   2023   2024   2023 
  

(unaudited)

  

(unaudited)

 

Guest ticket revenue:

                

Direct (a)

 $73,162  $63,907  $195,137  $175,697 

Agencies

  27,533   26,770   79,096   70,624 

Affinity

  8,445   4,074   21,494   27,332 

Guest ticket revenue

  109,140   94,751   295,727   273,653 

Other tour revenue

  12,128   13,999   36,897   38,007 

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 Segment

  2024   2023   2024   2023 
  (unaudited)  (unaudited) 

Guest ticket revenue:

                

Direct

 $71,290  $56,431  $136,851  $111,048 

Agencies

  7,801   5,738   15,619   11,635 

Affinity

  1,783   2,550   2,932   4,056 

Guest ticket revenue

  80,874   64,719   155,402   126,739 

Other tour revenue

  3,863   2,520   8,092   5,784 

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.

 

v3.24.3
Note 4 - Financial Statement Details
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Condensed Financial Statements [Text Block]

NOTE 4FINANCIAL STATEMENT DETAILS

 

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

 

  

As of September 30,

 
  

2024

  

2023

 

(In thousands)

  (unaudited) 

Cash and cash equivalents

 $193,881  $168,015 

Restricted cash

  30,694   36,802 

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, 2024

  

As of December 31, 2023

 

(In thousands)

 

(unaudited)

     

Credit card processor reserves

 $12,750  $20,250 

Federal Maritime Commission and other escrow

  16,616   8,958 

Certificates of deposit and other restricted securities

  1,328   1,291 

Total restricted cash

 $30,694  $30,499 

 

Prepaid expenses and other current assets are as follows: 

 

  

As of September 30, 2024

  

As of December 31, 2023

 

(In thousands)

  (unaudited)     

Prepaid tour expenses

 $28,658  $26,123 

Other

  34,617   31,035 

Total prepaid expenses and other current assets

 $63,275  $57,158 

 

Accounts payable and accrued expenses are as follows:

 

  

As of September 30, 2024

  

As of December 31, 2023

 

(In thousands)

  (unaudited)     

Accrued other expense

 $53,427  $48,901 

Accounts payable

  16,900   16,154 

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. 

 

v3.24.3
Note 5 - Long-term Debt
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 5LONG-TERM DEBT

 

  

As of September 30, 2024

  

As of December 31, 2023

 
      

(unaudited)

                 

(In thousands)

 

Principal

  

Deferred Financing Costs, net

  

Balance

  

Principal

  

Deferred Financing Costs, net

  

Balance

 

6.75% Notes

 $360,000  $(5,125) $354,875  $360,000  $(6,771) $353,229 

9.00% Notes

  275,000   (5,374)  269,626   275,000   (6,481)  268,519 

Other

  -   -   -   77   -   77 

Total long-term debt

  635,000   (10,499)  624,501   635,077   (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 the three and nine months ended September 30, 2024, $0.9 million and $2.8 million, respectively, of deferred financing costs were charged to interest expense, and for the three and nine 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 due 2027 (the “6.75% Notes”) in a private offering. The 6.75% Notes bear interest at a rate of 6.75% per year, payable semiannually in arrears on February 15 and August 15 of each year. The 6.75% Notes will mature on February 15, 2027, subject to earlier repurchase or redemption. The 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. The 6.75% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. The 6.75% 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 by first-priority pari 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 had no 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 due 2028 (the “9.00% Notes”) in a private offering. The 9.00% Notes bear interest at a rate of 9.00% per year, payable semiannually in arrears on May 15 and November 15 of each year. The 9.00% 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. The 9.00% 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 a first-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. The 9.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

 

Covenants

 

The Company’s 6.75% Notes, Revolving Credit Facility and 9.00% Notes contain covenants that include, among others, limits on additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments.

 

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.

 

v3.24.3
Note 6 - Financial Instruments and Fair Value Measurements
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Derivatives and Fair Value [Text Block]

NOTE 6FAIR 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, 2024 to be $656.5 million based on the terms of the agreements and comparable market data as of September 30, 2024. As of September 30, 2024 and December 31, 2023, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

 

v3.24.3
Note 7 - Stockholders' Equity
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

NOTE 7STOCKHOLDERS EQUITY

 

Stock Repurchase Plan

 

The Company’s 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 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 has no 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 the nine 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 the first two years the dividends were required to be paid-in-kind. After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at the Company’s option. During 2024, the Company has continued to pay Preferred Stock dividends in-kind. At any time, the Company  may, at its option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days. The 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 the three and nine months ended September 30, 2024, respectively, and $1.1 million and $3.3 million for the three and nine 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.

 

 

v3.24.3
Note 8 - Stock Based Compensation
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

NOTE 8STOCK BASED COMPENSATION

 

The Company is authorized to issue up to 4.7 million shares of common stock under the 2021 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 the three and nine months ended September 30, 2024, respectively, and $3.0 million and $9.2 million during the three and nine months ended  September 30, 2023, respectively.

 

Long-Term Incentive Compensation

 

During the nine 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 over three 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.

 

During the nine 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 vest three 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 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. 

 

Options

 

Stock option information for the nine months ended September 30, 2024 is below.

 

  

Stock Option Grants

 
  

2024

 
Number of options awarded  1,944,319 

Exercise price

 $7.40 - 8.44 

Dividend yield

  0.00%

Expected Volatility

  64.6 - 77.8%

Risk-free interest rate

  3.63 - 4.48%

Expected term (in years)

  5.0 - 6.25 

 

As of September 30, 2024 and 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 the 2016 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 the three months ended March 31, 2024, Mr. Bressler exercised a one-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 the three 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 of ten years. In 2023, 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, 2025 was also deemed probable in 2023 and is being expensed over Mr. Bressler’s service period. For the three and nine months ended  September 30, 2024, stock-based compensation expense related to this award was $0.8 million and $2.3 million, respectively. 

 

v3.24.3
Note 9 - Income Taxes
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

NOTE 9INCOME TAXES

 

As of September 30, 2024 and December 31, 2023, the Company had no unrecognized tax benefits recorded. The Company's effective tax rate for the three and nine months ended September 30, 2024 was a benefit of 36.6% and an expense of 40.6%, respectively, versus an expense of 0.0% and 12.3%, for the three and nine months ended September 30, 2023, respectively. In 2024, 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. In 2023, the effective income tax expense differs from the statutory rate primarily due to the valuation allowance, and for the nine months ended  September 30, 2023, was also impacted by a $1.5 million discrete tax expense. 

 

v3.24.3
Note 10 - Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 10COMMITMENTS 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 do not obligate them, to sell the remaining interests to the Company. The Company has call options which enable it, but do 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. 

 

Since the redemption of the noncontrolling interests are not 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 via one of two 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,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

 

(unaudited)

  

(unaudited)

 

Beginning balance

 $24,233  $30,513  $37,784  $27,886 

Net income attributable to noncontrolling interest

  2,683   2,821   3,125   3,742 

Redemption value adjustment of put option

  1,126   898   2,830   2,859 

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 in 2026, 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. In 2023, 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 

2025

  17,795 

2026

  6,903 

Total

 $25,272 

 

Other

 

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

v3.24.3
Note 11 - Acquisition
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

NOTE 11ACQUISITION

 

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 of three adventure travel brands, including Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country. In addition to its adventure travel brands, the acquisition includes three Tanzania operators, Gibb’s Farm lodge, an 80-acre sanctuary for the senses located near the Ngorongoro Crater, the operator of Kilimanjaro treks Nature Discovery, which has more than 30 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 the nine months ended  September 30, 2024. The purchase accounting valuations of the acquired intangibles is ongoing and has not 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 the three and nine months ended  September 30, 2024 and 2023, 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,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

      

Revenue

 $217,492  $189,666  $467,958  $471,060 

Net income (loss) available to stockholders

  24,668   8,620   (17,935)  (17,140)

 

 

v3.24.3
Note 12 - Segment Information
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

NOTE 12SEGMENT INFORMATION

 

The Company is primarily a specialty cruise and experiential travel operator with operations in two 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,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

 

(unaudited)

  

(unaudited)

 

Tour revenues:

                

Lindblad

 $121,268  $108,750  $332,624  $311,660 

Land Experiences

  84,737   67,239   163,494   132,523 

Total tour revenues

 $206,005  $175,989  $496,118  $444,183 

Operating income:

                

Lindblad

 $11,680  $7,501  $10,092  $8,576 

Land Experiences

  17,801   12,975   19,032   15,868 

Operating income

 $29,481  $20,476  $29,124  $24,444 

 

For the three and nine 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 the three and nine 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,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

 

(unaudited)

  

(unaudited)

 

Depreciation and amortization:

                

Lindblad

 $11,761  $9,665  $34,992  $31,155 

Land Experiences

  972   856   2,695   2,505 

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 Experiences

  218,235   155,865 

Total assets

 $889,822  $831,297 
         

Intangibles, net:

        

Lindblad

 $1,527  $1,592 

Land Experiences

  6,531   7,820 

Total intangibles, net

 $8,058  $9,412 
         

Goodwill:

        

Lindblad

 $-  $- 

Land Experiences

  67,801   42,017 

Total goodwill

 $67,801  $42,017 

 

 

v3.24.3
Note 13 - Subsequent Events
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 13SUBSEQUENT 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.

 

v3.24.3
Insider Trading Arrangements
6 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

ITEM 5.

OTHER INFORMATION

 

During the three months ended September 30, 2024, no director or Section 16 officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

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 are not 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, 2023 contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2024 (the “2023 Annual Report”).

 

There have been no significant changes to the Company’s accounting policies from those disclosed in the 2023 Annual Report.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements 

 

During  November 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 ― Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures. The amendments in this ASU are intended to improve and enhance disclosures about reportable segments’ significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after  December 15, 2023 and interim periods beginning after  December 15, 2024. The Company adopted this guidance  January 1, 2024 for 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 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. 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 ASU 2024-01 ― Compensation—Stock Compensation (Topic 718) — 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 ASU 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024. The Company will adopt this guidance January 1, 2025, as required, and does not believe it will have a material impact the Company's financial statements. 

 

v3.24.3
Note 2 - Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

For the three months ended September 30,

  

For the nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 
  

(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 dividend

  1,168   1,098   3,455   3,255 

Undistributed income (loss) available to stockholders

 $21,347  $4,540  $(9,585) $(21,460)
                 

Weighted average shares outstanding:

                

Total weighted average shares outstanding, basic

  54,097,365   53,309,336   53,662,237   53,227,642 

Dilutive potential common shares

  163,798   91,365   -   - 

Dilutive potential options

  129,796   1,098   -   - 

Dilutive potential redeemable convertible preferred shares

  8,200,206   -   -   - 

Total weighted average shares outstanding, diluted

  62,591,165   53,401,799   53,662,237   53,227,642 
                 

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)
v3.24.3
Note 3 - Revenues (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
  

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 period

  568,467 

Balance as of September 30, 2024

 $182,689 
Disaggregation of Revenue [Table Text Block]
  

For the three months ended September 30,

  

For the nine months ended September 30,

 

Lindblad Segment

  2024   2023   2024   2023 
  

(unaudited)

  

(unaudited)

 

Guest ticket revenue:

                

Direct (a)

 $73,162  $63,907  $195,137  $175,697 

Agencies

  27,533   26,770   79,096   70,624 

Affinity

  8,445   4,074   21,494   27,332 

Guest ticket revenue

  109,140   94,751   295,727   273,653 

Other tour revenue

  12,128   13,999   36,897   38,007 

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 Segment

  2024   2023   2024   2023 
  (unaudited)  (unaudited) 

Guest ticket revenue:

                

Direct

 $71,290  $56,431  $136,851  $111,048 

Agencies

  7,801   5,738   15,619   11,635 

Affinity

  1,783   2,550   2,932   4,056 

Guest ticket revenue

  80,874   64,719   155,402   126,739 

Other tour revenue

  3,863   2,520   8,092   5,784 

Tour revenues

 $84,737  $67,239  $163,494  $132,523 
v3.24.3
Note 4 - Financial Statement Details (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Table Text Block]
  

As of September 30,

 
  

2024

  

2023

 

(In thousands)

  (unaudited) 

Cash and cash equivalents

 $193,881  $168,015 

Restricted cash

  30,694   36,802 

Total cash, cash equivalents and restricted cash as presented in the statement of cash flows

 $224,575  $204,817 
Restricted Cash and Marketable Securities [Table Text Block]
  

As of September 30, 2024

  

As of December 31, 2023

 

(In thousands)

 

(unaudited)

     

Credit card processor reserves

 $12,750  $20,250 

Federal Maritime Commission and other escrow

  16,616   8,958 

Certificates of deposit and other restricted securities

  1,328   1,291 

Total restricted cash

 $30,694  $30,499 
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]
  

As of September 30, 2024

  

As of December 31, 2023

 

(In thousands)

  (unaudited)     

Prepaid tour expenses

 $28,658  $26,123 

Other

  34,617   31,035 

Total prepaid expenses and other current assets

 $63,275  $57,158 
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]
  

As of September 30, 2024

  

As of December 31, 2023

 

(In thousands)

  (unaudited)     

Accrued other expense

 $53,427  $48,901 

Accounts payable

  16,900   16,154 

Total accounts payable and accrued expenses

 $70,327  $65,055 
Schedule of Goodwill [Table Text Block]

(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 
v3.24.3
Note 5 - Long-term Debt (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Long-Term Debt Instruments [Table Text Block]
  

As of September 30, 2024

  

As of December 31, 2023

 
      

(unaudited)

                 

(In thousands)

 

Principal

  

Deferred Financing Costs, net

  

Balance

  

Principal

  

Deferred Financing Costs, net

  

Balance

 

6.75% Notes

 $360,000  $(5,125) $354,875  $360,000  $(6,771) $353,229 

9.00% Notes

  275,000   (5,374)  269,626   275,000   (6,481)  268,519 

Other

  -   -   -   77   -   77 

Total long-term debt

  635,000   (10,499)  624,501   635,077   (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 
v3.24.3
Note 8 - Stock Based Compensation (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
  

Stock Option Grants

 
  

2024

 
Number of options awarded  1,944,319 

Exercise price

 $7.40 - 8.44 

Dividend yield

  0.00%

Expected Volatility

  64.6 - 77.8%

Risk-free interest rate

  3.63 - 4.48%

Expected term (in years)

  5.0 - 6.25 
v3.24.3
Note 10 - Commitments and Contingencies (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Redeemable Noncontrolling Interest [Table Text Block]
  

For the three months ended September 30,

  

For the nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

 

(unaudited)

  

(unaudited)

 

Beginning balance

 $24,233  $30,513  $37,784  $27,886 

Net income attributable to noncontrolling interest

  2,683   2,821   3,125   3,742 

Redemption value adjustment of put option

  1,126   898   2,830   2,859 

Distribution

  (500)  -   (1,400)  (255)

Redemption of put and/or call options

  -   -   (14,797)  - 

Ending balance

 $27,542  $34,232  $27,542  $34,232 
Shcedule of Future Minimum Payments for Charter Commitments [Table Text Block]

For the years ended December 31,

 

Amount

 

(In thousands)

    

2024 (three months)

 $574 

2025

  17,795 

2026

  6,903 

Total

 $25,272 
v3.24.3
Note 11 - Acquisition (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Business Acquisition, Pro Forma Information [Table Text Block]
  

For the three months ended September 30,

  

For the nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

      

Revenue

 $217,492  $189,666  $467,958  $471,060 

Net income (loss) available to stockholders

  24,668   8,620   (17,935)  (17,140)
v3.24.3
Note 12 - Segment Information (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

For the three months ended September 30,

  

For the nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

 

(unaudited)

  

(unaudited)

 

Tour revenues:

                

Lindblad

 $121,268  $108,750  $332,624  $311,660 

Land Experiences

  84,737   67,239   163,494   132,523 

Total tour revenues

 $206,005  $175,989  $496,118  $444,183 

Operating income:

                

Lindblad

 $11,680  $7,501  $10,092  $8,576 

Land Experiences

  17,801   12,975   19,032   15,868 

Operating income

 $29,481  $20,476  $29,124  $24,444 
  

For the three months ended September 30,

  

For the nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

(In thousands)

 

(unaudited)

  

(unaudited)

 

Depreciation and amortization:

                

Lindblad

 $11,761  $9,665  $34,992  $31,155 

Land Experiences

  972   856   2,695   2,505 

Total depreciation and amortization

 $12,733  $10,521  $37,687  $33,660 
  As of September 30, 2024  As of December 31, 2023 

(In thousands)

 

(unaudited)

    

Total Assets:

        

Lindblad

 $671,587  $675,432 

Land Experiences

  218,235   155,865 

Total assets

 $889,822  $831,297 
         

Intangibles, net:

        

Lindblad

 $1,527  $1,592 

Land Experiences

  6,531   7,820 

Total intangibles, net

 $8,058  $9,412 
         

Goodwill:

        

Lindblad

 $-  $- 

Land Experiences

  67,801   42,017 

Total goodwill

 $67,801  $42,017 
v3.24.3
Note 1 - Business and Basis of Presentation (Details Textual)
3 Months Ended
Sep. 30, 2024
Number of Reportable Segments 2
Number of Expedition Ships Operated 10
Number of Seasonal Charter Vessels Operated 6
v3.24.3
Note 2 - Earnings Per Share (Details Textual) - $ / shares
shares in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Preferred Stock, Par or Stated Value Per Share (in dollars per share)   $ 0.0001   $ 0.0001
Restricted Stock [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)   0.8 0.8  
Share-Based Payment Arrangement, Option [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)   2.4 1.3  
Series A Redeemable Convertible Preferred Stock [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 7.8 8.3 7.8  
Series A Redeemable Convertible Preferred Stock [Member]        
Preferred Stock, Par or Stated Value Per Share (in dollars per share)   $ 0.0001    
v3.24.3
Note 2 - Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net income (loss) attributable to Lindblad Expeditions Holdings, Inc. $ 22,515 $ 5,638 $ (6,130) $ (18,205)
Series A redeemable convertible preferred stock dividend 1,168 1,098 3,455 3,255
Net income (loss) available to stockholders $ 21,347 $ 4,540 $ (9,585) $ (21,460)
Total weighted average shares outstanding, basic (in shares) 54,097,365 53,309,336 53,662,237 53,227,642
Dilutive potential common shares (in shares) 163,798 91,365 0 0
Dilutive potential options (in shares) 129,796 1,098 0 0
Dilutive potential redeemable convertible preferred shares (in shares) 8,200,206 0 0 0
Total weighted average shares outstanding, diluted (in shares) 62,591,165 53,401,799 53,662,237 53,227,642
Basic (in dollars per share) $ 0.39 $ 0.08 $ (0.18) $ (0.4)
Diluted (in dollars per share) $ 0.36 $ 0.08 $ (0.18) $ (0.4)
v3.24.3
Note 3 - Revenues (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Dec. 31, 2023
Contract with Customer, Liability, Current $ 314,233 $ 314,233 $ 252,199
Sales Channel, Directly to Consumer [Member]      
Revenues $ 18,600 $ 53,200  
v3.24.3
Note 3 - Revenues - Change in Contract Liabilities (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
Balance $ 93,906
Recognized in tour revenues during the period (479,684)
Additional contract liabilities in period 568,467
Balance $ 182,689
v3.24.3
Note 3 - Revenues - Disaggregation of Revenues by Type (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Lindblad Segment [Member]        
Revenues $ 121,268 $ 108,750 $ 332,624 $ 311,660
Land-experience [Member]        
Revenues 84,737 67,239 163,494 132,523
Sales Channel, Directly to Consumer [Member]        
Revenues 18,600   53,200  
Guest Ticket [Member] | Lindblad Segment [Member]        
Revenues 109,140 94,751 295,727 273,653
Guest Ticket [Member] | Land-experience [Member]        
Revenues 80,874 64,719 155,402 126,739
Guest Ticket [Member] | Sales Channel, Directly to Consumer [Member] | Lindblad Segment [Member]        
Revenues [1] 73,162 63,907 195,137 175,697
Guest Ticket [Member] | Sales Channel, Directly to Consumer [Member] | Land-experience [Member]        
Revenues 71,290 56,431 136,851 111,048
Guest Ticket [Member] | Sales Channel, Agencies [Member] | Lindblad Segment [Member]        
Revenues 27,533 26,770 79,096 70,624
Guest Ticket [Member] | Sales Channel, Agencies [Member] | Land-experience [Member]        
Revenues 7,801 5,738 15,619 11,635
Guest Ticket [Member] | Sales Channel, Affinity [Member] | Lindblad Segment [Member]        
Revenues 8,445 4,074 21,494 27,332
Guest Ticket [Member] | Sales Channel, Affinity [Member] | Land-experience [Member]        
Revenues 1,783 2,550 2,932 4,056
Other Tour [Member] | Lindblad Segment [Member]        
Revenues 12,128 13,999 36,897 38,007
Other Tour [Member] | Land-experience [Member]        
Revenues $ 3,863 $ 2,520 $ 8,092 $ 5,784
[1] 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 $53.2 million, respectively, of the Company’s consolidated guest ticket revenue. In the table above, 2023 guest ticket revenues derived through the previous National Geographic sales channel have been classified as direct sales for comparison purposes.
v3.24.3
Note 4 - Financial Statement Details - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Cash and cash equivalents $ 193,881 $ 156,845 $ 168,015  
Restricted cash 30,694 30,499 36,802  
Total cash, cash equivalents and restricted cash as presented in the statement of cash flows $ 224,575 $ 187,344 $ 204,817 $ 116,024
v3.24.3
Note 4 - Financial Statement Details - Restricted Cash and Marketable Securities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Total restricted cash and marketable securities $ 30,694 $ 30,499 $ 36,802
Credit Card Processor Reserves [Member]      
Total restricted cash and marketable securities 12,750 20,250  
Federal Maritime Commission Escrow [Member]      
Total restricted cash and marketable securities 16,616 8,958  
Certificates of Deposit and Other Restricted Securities [Member]      
Total restricted cash and marketable securities $ 1,328 $ 1,291  
v3.24.3
Note 4 - Financial Statement Details - Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Prepaid tour expenses $ 28,658 $ 26,123
Other 34,617 31,035
Total prepaid expenses and other current assets $ 63,275 $ 57,158
v3.24.3
Note 4 - Financial Statement Details - Accounts Payable and Accrued Expenses (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Accrued other expense $ 53,427 $ 48,901
Accounts payable 16,900 16,154
Total accounts payable and accrued expenses $ 70,327 $ 65,055
v3.24.3
Note 4 - Goodwill and Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
Balance $ 42,017
Balance 67,801
Land-experience [Member]  
Balance 42,017
Acquisitions (a) 25,784 [1]
Balance $ 67,801
[1] Increase to goodwill relates to the Company's July 31, 2024 acquisition of Wineland-Thomson Adventures. For additional information, see Note 11—Acquisition.
v3.24.3
Note 5 - Long-term Debt (Details Textual) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 04, 2022
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
May 02, 2023
Amortization of Debt Issuance Costs   $ 0.9 $ 0.9 $ 2.8 $ 2.4  
Senior Secured Notes [Member]            
Debt Instrument, Face Amount $ 360.0          
Debt Instrument, Interest Rate, Stated Percentage 6.75%          
Credit Agreement [Member] | Revolving Credit Facility [Member]            
Line of Credit Facility, Maximum Borrowing Capacity $ 45.0          
Line of Credit Facility, Commitment Fee Percentage 0.50%          
Credit Agreement [Member] | Letter of Credit [Member]            
Line of Credit Facility, Maximum Borrowing Capacity $ 5.0          
The 9.00% Note [Member]            
Debt Instrument, Face Amount           $ 275.0
Debt Instrument, Interest Rate, Stated Percentage           9.00%
v3.24.3
Note 5 - Long-term Debt - Long-term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Principal $ 635,000 $ 635,077
Deferred Financing Costs, Net (10,499) (13,252)
Balance 624,501 621,825
Principal, Current 0 (47)
Deferred Financing Costs, Net, Current 0 0
Balance, Current 0 (47)
Principal, Non-current 635,000 635,030
Deferred Financing Costs, Net, Non-current (10,499) (13,252)
Balance, Non-current 624,501 621,778
The 6.75% Note [Member]    
Principal 360,000 360,000
Deferred Financing Costs, Net (5,125) (6,771)
Balance 354,875 353,229
The 9.00% Note [Member]    
Principal 275,000 275,000
Deferred Financing Costs, Net (5,374) (6,481)
Balance 269,626 268,519
Other Debt [Member]    
Principal 0 77
Deferred Financing Costs, Net 0 0
Balance $ 0 $ 77
v3.24.3
Note 6 - Financial Instruments and Fair Value Measurements (Details Textual)
$ in Millions
Sep. 30, 2024
USD ($)
Long-Term Debt, Fair Value $ 656.5
v3.24.3
Note 7 - Stockholders' Equity (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended 94 Months Ended
Aug. 31, 2020
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Dec. 31, 2023
Nov. 30, 2016
Dividends, Preferred Stock   $ 1,168 $ 1,098 $ 3,455 $ 3,255      
Preferred Stock, Shares Outstanding (in shares)   62,000   62,000   62,000 62,000  
Convertible Preferred Stock, Shares Reserved for Future Issuance (in shares)   8,300,000   8,300,000   8,300,000    
Series A Redeemable Convertible Preferred Stock [Member]                
Temporary Equity, Shares Issued (in shares)   62,000   62,000   62,000 62,000  
Deferred Offering Costs   $ 2,100   $ 2,100   $ 2,100    
Dividends, Preferred Stock   $ 1,200 1,100 $ 3,500 3,300      
Preferred Stock, Shares Outstanding (in shares)   62,000   62,000   62,000    
Series A Redeemable Convertible Preferred Stock [Member] | Private Placement [Member]                
Temporary Equity, Shares Issued (in shares) 85,000              
Shares Issued, Price Per Share (in dollars per share) $ 1,000              
Proceeds from Issuance of Preferred Stock and Preference Stock $ 85,000              
Preferred Stock, Dividend Rate, Percentage 6.00%              
Convertible Preferred Stock, Conversion Price (in dollars per share) $ 9.5              
Common Stock [Member]                
Dividends, Preferred Stock     $ (0) $ (0) $ (0)      
Stock and Warrant Repurchase Plan [Member]                
Share Repurchase Program, Authorized, Amount               $ 35,000
Warrants Repurchased During Period (in shares)           6,011,926    
Warrants Repurchased During Period, Value           $ 14,700    
Share Repurchase Program, Remaining Authorized, Amount   $ 12,000   $ 12,000   $ 12,000    
Stock and Warrant Repurchase Plan [Member] | Common Stock [Member]                
Stock Repurchased During Period, Shares (in shares)           875,218    
Stock Repurchased During Period, Value           $ 8,300    
v3.24.3
Note 8 - Stock Based Compensation (Details Textual) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Share-Based Payment Arrangement, Expense $ 2.5   $ 3.0 $ 7.4 $ 9.2  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) 2,400,000     2,400,000   900,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in dollars per share) $ 8.78     $ 8.78   $ 10.55
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number (in shares) 1,600,000     1,600,000    
Natural Habitat, Inc [Member] | Mr. Bressler [Member]            
Equity Incentive Opportunity, Floor Value $ 25.0     $ 25.0    
Stock Options, Excess of Fair Value, Percent 10.10%     10.10%    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Percentage of Award Elected to Receive Early   50.00%        
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)   1,300,000        
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)   $ 8.44        
Deferred Compensation Arrangement with Individual, Allocated Share-Based Compensation Expense $ 0.8     $ 2.3    
Share-Based Payment Arrangement, Option [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)       1,944,319    
Share-Based Payment Arrangement, Option [Member] | Natural Habitat, Inc [Member] | Mr. Bressler [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)   10 years        
2021 Long-Term Incentive Compensation Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) 4,700,000     4,700,000    
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) 1,500,000     1,500,000    
2021 Long-Term Incentive Compensation Plan [Member] | Restricted Stock Units (RSUs) [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)       503,156    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)       $ 8.44    
2021 Long-Term Incentive Compensation Plan [Member] | Performance Shares [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)       70,378    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)       $ 9.33    
v3.24.3
Note 8 - Share Based Compensation - Summary of Significant Assumptions for Share-based Compensation Awards (Details) - Share-Based Payment Arrangement, Option [Member]
9 Months Ended
Sep. 30, 2024
$ / shares
shares
Number of options awarded (in shares) | shares 1,944,319
Dividend yield 0.00%
Minimum [Member]  
Exercise price (in dollars per share) $ 7.4
Expected Volatility 64.60%
Risk-free interest rate 3.63%
Expected term (in years) (Year) 5 years
Maximum [Member]  
Exercise price (in dollars per share) $ 8.44
Expected Volatility 77.80%
Risk-free interest rate 4.48%
Expected term (in years) (Year) 6 years 3 months
v3.24.3
Note 9 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Unrecognized Tax Benefits $ 0   $ 0   $ 0
Effective Income Tax Rate Reconciliation, Percent 36.60% 0.00% 40.60% 12.30%  
Discrete Income Tax Expense       $ 1,500  
v3.24.3
Note 10 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Millions
1 Months Ended
Jan. 31, 2025
Apr. 30, 2024
Torcatt Enterprises Limitada [Member] | Forecast [Member]    
Business Combination, Price of Acquisition, Expected $ 17.0  
DuVine [Member]    
Payments to Acquire Interest in Subsidiaries and Affiliates   $ 1.5
Natural Habitat, Inc [Member]    
Subsidiary, Ownership Percentage, Additional Ownership Acquired   9.95%
Payments to Acquire Interest in Subsidiaries and Affiliates   $ 15.2
Subsidiary, Ownership Percentage, Parent   90.10%
DuVine [Member]    
Subsidiary, Ownership Percentage, Additional Ownership Acquired   5.00%
Subsidiary, Ownership Percentage, Parent   75.00%
v3.24.3
Note 10 - Commitments and Contingencies - Redeemable Non-controlling Interest (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Balance $ 24,233 $ 30,513 $ 37,784 $ 27,886
Net income attributable to noncontrolling interest 2,683 2,821 3,125 3,742
Redemption value adjustment of put option 1,126 898 2,830 2,859
Distribution (500) 0 (1,400) (255)
Redemption of put and/or call options 0 0 (14,797) 0
Balance $ 27,542 $ 34,232 $ 27,542 $ 34,232
v3.24.3
Note 10 - Commitments and Contingencies - Charter Commitments (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
2024 (three months) $ 574
2025 17,795
2026 6,903
Total $ 25,272
v3.24.3
Note 11 - Acquisition (Details Textual)
$ in Thousands
9 Months Ended
Jul. 31, 2024
USD ($)
shares
Sep. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Goodwill   $ 67,801 $ 42,017
Wineland - Thomson Adventures [Member]      
Business Acquisition, Number of Brands Included in Acquisition 3    
Business Acquisition, Number of Operators 3    
Business Combination, Consideration Transferred $ 30,000    
Payments to Acquire Businesses, Gross 24,000    
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable $ 6,000    
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares 682,593    
Business Combination, Acquisition Related Costs   $ 2,500  
Goodwill $ 25,800    
v3.24.3
Note 11 - Acquisition - Schedule of Pro Forma Revenue and Net Loss (Details) - Wineland - Thomson Adventures [Member] - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue $ 217,492 $ 189,666 $ 467,958 $ 471,060
Net income (loss) available to stockholders $ 24,668 $ 8,620 $ (17,935) $ (17,140)
v3.24.3
Note 12 - Segment Information (Details Textual)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Number of Operating Segments     2  
Revenue from Contract with Customer, Including Assessed Tax $ 206,005 $ 175,989 $ 496,118 $ 444,183
Intersegment Eliminations [Member]        
Revenue from Contract with Customer, Including Assessed Tax $ 1,300 $ 2,300 $ 5,100 $ 6,300
v3.24.3
Note 12 - Segment Information - Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Tour revenues $ 206,005 $ 175,989 $ 496,118 $ 444,183  
Operating (loss) income 29,481 20,476 29,124 24,444  
Depreciation and amortization 12,733 10,521 37,687 33,660  
Total Assets 889,822   889,822   $ 831,297
Total intangibles, net 8,058   8,058   9,412
Total goodwill 67,801   67,801   42,017
Lindblad Segment [Member]          
Tour revenues 121,268 108,750 332,624 311,660  
Operating (loss) income 11,680 7,501 10,092 8,576  
Depreciation and amortization 11,761 9,665 34,992 31,155  
Total Assets 671,587   671,587   675,432
Total intangibles, net 1,527   1,527   1,592
Total goodwill 0   0   0
Land-experience [Member]          
Tour revenues 84,737 67,239 163,494 132,523  
Operating (loss) income 17,801 12,975 19,032 15,868  
Depreciation and amortization 972 $ 856 2,695 $ 2,505  
Total Assets 218,235   218,235   155,865
Total intangibles, net 6,531   6,531   7,820
Total goodwill $ 67,801   $ 67,801   $ 42,017

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