What the changes say
- Refinancing replaced 2027 and 2028 notes with a $675.0 million 7.00% note due 2030.
- Climate change and new environmental regulations like EU-ETS now pose direct fleet threats.
What changed since the prior 10-K
New
- NewRisks Related to the Demand for Expedition Travel
Events and conditions around the world, including geopolitical events, war and other military actions or other events impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for expedition travel
Geopolitical events, military actions like the Russian invasion of Ukraine, and travel restrictions have reduced demand for expedition travel.
- NewRisks Related to the Demand for Expedition Travel
In addition, the industry may again in the future be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, which requirements may be costly and take a significant amount of time to implement across our expedition fleet and operations or result in cancellations
Future health and hygiene requirements or travel restrictions could halt fleet operations and cause guest cancellations.
- NewRisks Related to Our Business and Operations
In the event that we do not compete effectively within the vacation industry, our results of operations and financial position would be materially adversely affected
Competitor capacity additions from new expedition ships could depress pricing and hurt yields.
- NewRisks Related to Our Business and Operations
Climate change could have a material impact on our business
Climate change and natural disasters could increase adverse weather patterns, forcing itinerary alterations or expedition cancellations.
- NewRisks Related to Our Business and Operations
Significant weather, climate events and/or natural disasters could adversely impact our business and results of operations
Severe weather and natural disasters could disrupt operations, cause cancellations, and prevent sourcing of crew and provisions.
Dropped
- DroppedRisks Related to Our Business and Operations
An increase in expedition ship capacity worldwide or excess capacity in a particular market could adversely impact our expedition sales and/or pricing
- DroppedRisks Related to Our Business and Operations
Our business may be negatively affected by severe or unusual weather conditions, including climate change
- DroppedRisks Related to Our Business and Operations
If our redeployment of vessels to a new market with new itineraries is not successful, our business and operating results may be adversely affected
- DroppedRisks Related to Our Business and Operations
Failure to develop the value of our brands and differentiate our products could adversely affect our results of operations
- DroppedRisks Related to Our Business and Operations
A failure to keep pace with developments in technology or technological obsolescence could impair our operations or competitive position
Worldwide capacity increases could adversely impact sales and pricing.
- DroppedRisks Related to Ownership of Capital Stock by Individuals and Entities that are not U.S. Citizens
An active trading market for our common stock may not be sustained, and you may not be able to resell your shares at or above the price at which you purchased them
Severe weather conditions including climate change could negatively affect business.
- DroppedRisks Related to Ownership of Capital Stock by Individuals and Entities that are not U.S. Citizens
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
- DroppedRisks Related to Ownership of Capital Stock by Individuals and Entities that are not U.S. Citizens
Certain rights of the holders of the Series A Convertible Preferred Stock could delay or prevent an otherwise beneficial takeover or takeover attempt of us
Reworded
- 89% rewrittenRisks Related to the Demand for Expedition Travel
Any restrictions on expedition travel related to health concerns or for other reasons, have materially adversely affected our business and could materially adversely affect our future financial condition and liquidity
Added international sanctions, war, and geopolitical events as causes of travel restrictions alongside pandemics and health outbreaks.
- 78% rewrittenRegulatory Risks
Compliance with existing or changing laws and regulations could adversely affect our business
Added EU-ETS applicability and potential required payments for operations within European Union territorial waters.
- 64% rewrittenRegulatory Risks
Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase operating costs
Retained existing environmental regulation risks without textual changes.
- 51% rewrittenRisks Related to Our Business and Operations
We may lose business to competitors in the vacation market, which would negatively impact our results of operations and financial condition
Added that competition within expedition and cruise vacation industries depends on the destination and is fragmented.
- 25% rewrittenRisks Related to Our Debt
We may be unable to repay or repurchase our outstanding notes at maturity
Replaced $360.0 million 6.75% Notes due 2027 and $275.0 million 9.00% Notes due 2028 with $675.0 million 7.00% Notes due 2030.
All 48 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Demand for Expedition Travel
- 01Events and conditions around the world, including geopolitical events, war and other military actions or other events impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for expedition travelNew
- 02Adverse worldwide economic conditions could reduce the demand for expedition travel and adversely impact our operating results, cash flows and financial condition
- 03Incidents or adverse publicity concerning the cruise industry, the expedition travel industry or the travel industry in general, terrorist or pirate attacks, war, travel restrictions, pandemics or other disruptions could affect our reputation as well as have a negative impact on our sales and results of operations
- 04Any restrictions on expedition travel related to health concerns or for other reasons, have materially adversely affected our business and could materially adversely affect our future financial condition and liquidity89% rewritten
- 05In addition, the industry may again in the future be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, which requirements may be costly and take a significant amount of time to implement across our expedition fleet and operations or result in cancellationsNew
Risks Related to Our Business and Operations
- 06We may lose business to competitors in the vacation market, which would negatively impact our results of operations and financial condition51% rewritten
- 07In the event that we do not compete effectively within the vacation industry, our results of operations and financial position would be materially adversely affectedNew
- 08Climate change could have a material impact on our businessNew
- 09Significant weather, climate events and/or natural disasters could adversely impact our business and results of operationsNew
- 10Failure to maintain our Brand License Agreement with National Geographic could adversely affect our results of operations
- 11Ship repair, revitalization delays or mechanical issues on existing vessels may result in cancellation of expeditions or unscheduled drydockings and repairs and, thus, adversely affect our results of operations
- 12Delays or cost overruns or the financial difficulties of the shipyards could have a negative impact on us
- 13weather interference; and
- 14We rely on supply chain vendors and third-party service providers who are integral to the operations of our businesses that may be unable or unwilling to deliver on their commitments or may act in ways that could harm our business
- 15We must make substantial capital expenditures to maintain and/or expand our fleet, and we may not be able to obtain sufficient financing or capital on favorable terms or at all
- 16Unavailability of ports of call and expedition destinations may adversely affect our results of operations
- 17Any change in federal or state classifications of our workforce could materially effect our business
- 18Conducting business globally may result in increased costs and other risks
- 19Our efforts to expand our business into new markets, complete acquisitions or realize the anticipated benefits thereof may not be successful
- 20We have a relationship with World Wildlife Fund (“WWF”), and the termination of or alterations to this relationship may have an adverse effect on our Natural Habitat business
- 21Our operating costs could continue to increase due to market forces, inflation, supply chain disruptions and economic or geopolitical factors beyond our control
- 22Price increases for commercial airline service for our guests or major changes or reductions in commercial airline service and/or availability could increase our operating expenses and adversely impact the demand for expedition travel
- 23Our reliance on travel advisors to sell and market our cruises exposes us to certain risks that, if realized, could adversely impact our business
- 24Disruptions in our shoreside operations or our information systems may adversely affect our results of operations
- 25Fluctuations in foreign currency exchange rates could affect our financial results
- 26The loss of key personnel, our inability to recruit or retain qualified personnel, or disruptions among our shipboard personnel due to strained employee relations could adversely affect our results of operations
- 27We rely on third-party providers of various services integral to the operation of our businesses. These third parties may act in ways that could harm our business
- 28Our information technology systems are subject to cyber and other risks, some of which are beyond our control, which could have a material adverse effect on our business, results of operations and financial position
- 29Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or damage our reputation
- 30An inability to obtain adequate insurance coverage could adversely affect our business, financial condition and results of operations
Regulatory Risks
- 31A change in our tax status under the United States Internal Revenue Code of 1986, as amended (the “Code”), or other jurisdictions, may have adverse effects on our income
- 32Our ability to follow our planned itinerary for any expedition cruise may be affected by a number of factors, including security concerns, adverse weather conditions and natural disasters, local government regulations and restrictions and other restrictions on access, including access to protected or preserved areas
- 33If the Galápagos National Parks Service were to further restrict access to the park, we might be required to alter certain of our travel itineraries. Such a development would negatively impact our business and revenues
- 34Failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business
- 35Failure to comply with international safety regulations may subject us to increased liability that may adversely affect our insurance coverage resulting in a denial of access to, or detention in, certain ports which could adversely affect our business
- 36Compliance with existing or changing laws and regulations could adversely affect our business78% rewritten
- 37Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase operating costs64% rewritten
Risks Related to Our Debt
- 38Our substantial debt could adversely affect our financial condition
- 39We will require a significant amount of cash to service our debt and sustain our operations. Our ability to generate cash depends on many factors beyond our control, and we may not be able to generate cash required to service our debt
- 40The impact of volatility and disruptions in the global credit and financial markets may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship contractual payments
- 41We may not be able to obtain sufficient financing or capital for our needs or may not be able to do so on terms that are acceptable or consistent with our expectations
- 42Any inability to satisfy any covenants required by our existing or future debt agreements could result in an acceleration of certain of our indebtedness
- 43If we default on our obligations to pay our other indebtedness, we may not be able to make payments on our outstanding notes
- 44We are a holding company, and our operations are conducted through, and substantially all of our consolidated assets are held by, our subsidiaries. Accordingly, we will depend on the business of our subsidiaries to satisfy our debt obligations
- 45We may be unable to repay or repurchase our outstanding notes at maturity25% rewritten
Risks Related to Ownership of Capital Stock by Individuals and Entities that are not U.S. Citizens
- 46In addition to the risks described above, the foregoing ownership restrictions on non-U.S. citizens could delay, defer or prevent a transaction or change in control that might involve a premium price for common stock or otherwise be in the best interest of our shareholders
- 47We do not intend to pay any common stock dividends to shareholders in the foreseeable future
- 48Provisions in our Amended Certificate and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management
Other Lindblad Expeditions Holdings 10-Ks
- FY2024 10-K risk factors51 risks
Lindblad Expeditions relies heavily on its brand partnerships with National Geographic and World Wildlife Fund for marketing and conservation travel offerings. The company operates in a capital-intensive industry with significant debt obligations totaling $635.0 million as of December 2024. Operations are vulnerable to environmental disruptions, regulatory restrictions in key destinations like the Galápagos, and fluctuations in global travel demand.
Filed Feb 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.