Lindblad Expeditions (LIND) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for the reporting period ITEM 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements for Lindblad Expeditions Holdings, Inc. and its subsidiaries, including balance sheets, statements of operations, comprehensive income (loss), stockholders' deficit, and cash flows, along with detailed notes explaining the company's business, accounting policies, and specific financial line items Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific dates | Metric | As of June 30, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :-------------------------------- | :---------------------------------- | :----------------------------------- | | Total Assets | $936,523 | $876,905 | | Total Liabilities | $1,080,566 | $1,022,440 | | Total Stockholders' Deficit | $(263,809) | $(253,114) | | Cash and cash equivalents | $200,929 | $183,941 | | Unearned passenger revenues | $381,692 | $318,666 | Condensed Consolidated Statements of Operations This section outlines the company's financial performance over specific periods, including revenues, operating income, and net loss For the three months ended June 30: | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :--------- | | Tour revenues | $167,945 | $136,499 | 23% | | Operating income (loss) | $4,407 | $(8,208) | NM | | Net loss | $(6,968) | $(23,994) | 71% | | Basic Undistributed loss per share | $(0.18) | $(0.48) | - | For the six months ended June 30: | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :--------- | | Tour revenues | $347,666 | $290,113 | 20% | | Operating income (loss) | $15,021 | $(357) | NM | | Net loss | $(5,958) | $(28,203) | 79% | | Basic Undistributed loss per share | $(0.18) | $(0.58) | - | Condensed Consolidated Statements of Comprehensive (Loss) Income This section presents the total comprehensive loss, including net loss and other comprehensive income or loss components For the three months ended June 30: | Metric | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------------------------- | :------------------ | :------------------ | | Net loss | $(6,968) | $(23,994) | | Total comprehensive loss | $(7,262) | $(23,994) | | Comprehensive loss attributable to Lindblad Expeditions Holdings, Inc. | $(8,812) | $(24,667) | For the six months ended June 30: | Metric | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------------------------- | :------------------ | :------------------ | | Net loss | $(5,958) | $(28,203) | | Total comprehensive loss | $(6,246) | $(28,203) | | Comprehensive loss attributable to Lindblad Expeditions Holdings, Inc. | $(7,646) | $(28,645) | Condensed Consolidated Statements of Stockholders' Deficit This section details changes in the company's stockholders' deficit, including common stock, additional paid-in capital, and accumulated deficit Balance as of June 30, 2025 (in thousands): | Metric | Shares | Amount | | :-------------------------------- | :--------- | :----- | | Common Stock | 54,733,299 | $6 | | Additional Paid-In Capital | - | $118,007 | | Accumulated Deficit | - | $(381,822) | | Total Stockholders' Deficit | - | $(263,809) | Balance as of December 31, 2024 (in thousands): | Metric | Shares | Amount | | :-------------------------------- | :--------- | :----- | | Common Stock | 54,507,977 | $6 | | Additional Paid-In Capital | - | $109,473 | | Accumulated Deficit | - | $(362,881) | | Total Stockholders' Deficit | - | $(253,114) | - Stock-based compensation expense for the six months ended June 30, 2025, was $9.1 million, compared to $4.8 million for the same period in 2024, indicating a significant increase in equity-based awards[17][20] Condensed Consolidated Statements of Cash Flows This section reports the cash inflows and outflows from operating, investing, and financing activities over specific periods For the six months ended June 30: | Cash Flow Activity | 2025 (in thousands) | 2024 (in thousands) | | :----------------------------------- | :------------------ | :------------------ | | Net cash provided by operating activities | $77,614 | $62,566 | | Net cash used in investing activities | $(44,741) | $(13,893) | | Net cash used in financing activities | $(1,401) | $(18,357) | | Net increase in cash, cash equivalents and restricted cash | $31,184 | $30,316 | | Cash, cash equivalents and restricted cash at end of period | $247,327 | $217,660 | Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements NOTE 1—BUSINESS AND BASIS OF PRESENTATION This note describes the company's business segments and the basis for financial statement presentation, including recent accounting standard adoptions - Lindblad Expeditions Holdings, Inc. operates two reportable business segments: the Lindblad Segment (ship-based expeditions, 12 owned and 7 seasonal charter vessels, partnered with National Geographic) and the Land Experiences Segment (primarily land-based brands including Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys, and Thomson Group)[24][25][26] - The company adopted ASU 2023-09 (Income Taxes) on January 1, 2025, which will increase annual disclosures related to income taxes. ASU 2024-03 (Expense Disaggregation Disclosures) will be adopted on January 1, 2027, and will increase financial statement disclosures of certain expense items[29][30] NOTE 2—EARNINGS PER SHARE This note explains the calculation of basic and diluted earnings per share, considering the impact of potential common shares - Due to net losses available to stockholders for the three and six months ended June 30, 2025 and 2024, potential common shares (including unvested restricted shares, exercisable options, and convertible preferred stock) were anti-dilutive and excluded from diluted EPS calculations, resulting in basic and diluted net loss per share being the same[33][34] Undistributed Loss per Share Available to Stockholders: | Period | Basic EPS (2025) | Basic EPS (2024) | Diluted EPS (2025) | Diluted EPS (2024) | | :----------------------- | :--------------- | :--------------- | :----------------- | :----------------- | | Three months ended Jun 30 | $(0.18) | $(0.48) | $(0.18) | $(0.48) | | Six months ended Jun 30 | $(0.18) | $(0.58) | $(0.18) | $(0.58) | NOTE 3—REVENUES This note details the company's revenue recognition policies and provides a breakdown of tour revenues by segment and sales channel - Unearned passenger revenues, representing guest deposits for future travel, increased to $381.7 million as of June 30, 2025, from $318.7 million as of December 31, 2024[36] Tour Revenues by Segment and Sales Channel (in thousands): | Segment | Sales Channel | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Lindblad Segment | Direct | $68,158 | $62,315 | $147,012 | $135,044 | | | Agencies | $30,018 | $21,255 | $63,813 | $51,541 | | | Total Lindblad Tour Revenues | $111,045 | $93,053 | $242,153 | $211,356 | | Land Experiences | Direct | $48,470 | $36,718 | $90,136 | $66,900 | | | Agencies | $5,768 | $4,750 | $9,779 | $7,627 | | | Total Land Experiences Tour Revenues | $56,900 | $43,446 | $105,513 | $78,757 | NOTE 4—FINANCIAL STATEMENT DETAILS This note provides detailed breakdowns of specific financial statement line items, including cash, restricted cash, and prepaid expenses Cash, Cash Equivalents and Restricted Cash (in thousands): | Metric | As of June 30, 2025 | As of June 30, 2024 | | :-------------------------------------------------- | :------------------ | :------------------ | | Cash and cash equivalents | $200,929 | $168,123 | | Restricted cash | $46,398 | $49,537 | | Total cash, cash equivalents and restricted cash | $247,327 | $217,660 | Restricted Cash Breakdown (in thousands): | Category | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------------- | :------------------ | :---------------------- | | Credit card processor reserves | $12,500 | $12,750 | | Federal Maritime Commission and other escrow | $32,203 | $18,101 | | Certificates of deposit and other restricted deposits | $1,695 | $1,351 | | Total restricted cash | $46,398 | $32,202 | Prepaid Expenses and Other Current Assets (in thousands): | Category | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------------- | :------------------ | :---------------------- | | Prepaid tour expenses | $42,502 | $28,585 | | Other | $32,689 | $33,705 | | Total prepaid expenses and other current assets | $75,191 | $62,290 | NOTE 5—LONG-TERM DEBT This note outlines the company's long-term debt obligations, including notes payable and revolving credit facilities, and compliance with covenants Long-Term Debt (in thousands): | Debt Type | Principal (Jun 30, 2025) | Balance (Jun 30, 2025) | Principal (Dec 31, 2024) | Balance (Dec 31, 2024) | | :---------------- | :----------------------- | :--------------------- | :----------------------- | :--------------------- | | 6.75% Notes | $360,000 | $356,522 | $360,000 | $355,424 | | 9.00% Notes | $275,000 | $270,751 | $275,000 | $270,001 | | Other | $8 | $8 | $29 | $29 | | Total long-term debt, non-current | $635,000 | $627,273 | $635,000 | $625,425 | Deferred Financing Costs Charged to Interest Expense (in thousands): | Period | 2025 | 2024 | | :----------------------- | :----- | :----- | | Three months ended Jun 30 | $0.9M | $0.9M | | Six months ended Jun 30 | $1.8M | $1.9M | - The company has a $45.0 million senior secured revolving credit facility maturing in February 2027, with no borrowings outstanding as of June 30, 2025[43] - The company was in compliance with all covenants related to its 6.75% Notes, Revolving Credit Facility, and 9.00% Notes as of June 30, 2025[45] NOTE 6—FAIR VALUE MEASUREMENTS This note provides information on the fair value of financial instruments, particularly long-term debt - The estimated fair value of the company's long-term debt as of June 30, 2025, was $649.3 million[46] NOTE 7—STOCKHOLDERS' EQUITY This note details components of stockholders' equity, including stock repurchase plans and outstanding preferred stock - The company's stock and warrant repurchase plan has a remaining balance of $12.0 million as of June 30, 2025. No shares were repurchased under this plan during the six months ended June 30, 2025[47] - As of June 30, 2025, 62,000 shares of Series A Redeemable Convertible Preferred Stock were outstanding, with accumulated dividends, convertible into approximately 8.7 million shares of common stock at the holder's option[48] NOTE 8—STOCK BASED COMPENSATION This note provides details on stock-based compensation expense and the types of equity awards granted Stock-Based Compensation Expense (in thousands): | Period | 2025 | 2024 | | :----------------------- | :----- | :----- | | Three months ended Jun 30 | $5,400 | $2,700 | | Six months ended Jun 30 | $9,100 | $4,800 | - During the six months ended June 30, 2025, the company awarded 455,511 restricted stock units (RSUs) and 229,023 performance-based restricted share units (PSUs)[51][52] - Stock-based compensation expense related to Mr. Bressler's equity incentive opportunity for Natural Habitat's performance was $2.1 million and $4.1 million for the three and six months ended June 30, 2025, respectively[54] NOTE 9—INCOME TAXES This note explains the company's effective tax rate and factors contributing to its deviation from the statutory rate Effective Tax Rate: | Period | 2025 | 2024 | | :----------------------- | :----- | :----- | | Three months ended Jun 30 | 8.5% (expense) | 22.8% (expense) | | Six months ended Jun 30 | 13.6% (benefit) | 20.0% (expense) | - The effective tax rate differs from the statutory rate due to the mix of jurisdictions generating income and the valuation allowance against certain loss and interest carryforwards in the United States[57] - The company is currently assessing the impact of the recently enacted One Big Beautiful Bill Act (OBBB) on its consolidated financial statements[58] NOTE 10—COMMITMENTS AND CONTINGENCIES This note describes the company's commitments, including redeemable noncontrolling interests and future minimum charter payments - The company holds controlling interests in several subsidiaries with redeemable noncontrolling interests subject to put/call agreements, which are adjusted to their present value using a discounted cash flow model[59][60] Rollforward of Redeemable Non-Controlling Interest (in thousands): | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Beginning balance | $29,424 | $37,784 | | Net income attributable to noncontrolling interest | $1,400 | $442 | | Redemption value adjustment of put option | $9,157 | $1,704 | | Distribution | $(795) | $(900) | | Redemption of put and/or call options | $- | $(14,797) | | Ending balance | $39,186 | $24,233 | Future Minimum Charter Payments (in thousands): | Year Ended December 31, | Amount | | :---------------------- | :----- | | 2025 (six months) | $6,039 | | 2026 | $14,865 | | 2027 | $468 | | Total | $21,372 | NOTE 11—SEGMENT INFORMATION This note provides financial information disaggregated by the company's operating segments: Lindblad and Land Experiences Segment Tour Revenues (in thousands): | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :---------------- | :------------------------------- | :------------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Lindblad | $111,045 | $93,053 | 19% | $242,153 | $211,356 | 15% | | Land Experiences | $56,900 | $43,446 | 31% | $105,513 | $78,757 | 34% | | Total Tour Revenues | $167,945 | $136,499 | $31,446 | $347,666 | $290,113 | $57,553 | Segment Operating Income (Loss) (in thousands): | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :---------------- | :------------------------------- | :------------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Lindblad | $(2,070) | $(9,372) | 78% | $6,316 | $(1,589) | NM | | Land Experiences | $6,477 | $1,164 | 456% | $8,705 | $1,232 | 607% | | Total Operating Income (Loss) | $4,407 | $(8,208) | $12,615 | $15,021 | $(357) | $15,378 | Segment Total Assets (in thousands): | Segment | As of June 30, 2025 | As of December 31, 2024 | | :---------------- | :------------------ | :---------------------- | | Lindblad | $654,312 | $667,799 | | Land Experiences | $282,211 | $209,106 | | Total Assets | $936,523 | $876,905 | Segment Goodwill (in thousands): | Segment | As of June 30, 2025 | As of December 31, 2024 | | :---------------- | :------------------ | :---------------------- | | Lindblad | $- | $- | | Land Experiences | $59,198 | $59,031 | | Total Goodwill | $59,198 | $59,031 | NOTE 12—ACQUISITIONS This note details recent acquisitions, including Torcatt Enterprises Limitada and the Thomson Group, and their strategic impact - On January 9, 2025, the company acquired Torcatt Enterprises Limitada, which owns and operates two vessels in the Galápagos Islands, for $16.0 million in cash, expanding its capacity in a core market[67] - On July 31, 2024, the company acquired the Thomson Group for $30.0 million, consisting of $24.0 million in cash and $6.0 million in Lindblad common stock, adding to its land-based subsidiary Natural Habitat[68] NOTE 13—SUBSEQUENT EVENT This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued - On July 8, 2025, the company amended and restated Mr. Bressler's employment agreement, extending its term through December 31, 2028, creating a Bonus Pool based on Natural Habitat's net profits, and providing options in connection with the perpetual put right[69] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a detailed discussion and analysis of Lindblad Expeditions' financial condition and results of operations for the three and six months ended June 30, 2025, compared to the same periods in 2024. It covers business overview, financial presentation, consolidated and segment results, liquidity, capital resources, and critical accounting policies Business Overview This section describes Lindblad Expeditions' core business, operating segments, and strategic focus on expedition travel and recent acquisitions - Lindblad Expeditions offers expedition cruising and land-based adventure travel, focusing on exploration, discovery, and up-close encounters with nature, wildlife, history, and culture[74] - The company operates two segments: the Lindblad segment (12 owned and 7 seasonal charter expedition ships, partnered with National Geographic) and the Land Experiences segment (Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys, and Thomson Group brands)[75][76][77][78][79][80][81][83] - A key highlight for 2025 was the acquisition of Torcatt Enterprises Limitada on January 9, 2025, for $16.0 million in cash, expanding the company's vessel and guest capacity in the Galápagos Islands[84] Financial Presentation This section defines key financial statement line items and non-GAAP measures used to evaluate the company's performance and seasonality - Tour revenues include guest ticket revenues and other tour revenues from excursions, accommodations, air transportation, and onboard services[88] - Cost of tours encompasses direct costs associated with revenues, payroll for expedition personnel, food costs, fuel costs, and other tour expenses like port costs and drydock[88] - The company utilizes non-GAAP financial measures such as Adjusted EBITDA, Net Yields, Occupancy, and Net Cruise Costs to evaluate performance, noting that these may not be comparable to other companies[90][92] - Lindblad brand tour revenues are mildly seasonal, typically larger in the first and third quarters, while Land Experiences brands (Natural Habitat, Off the Beaten Path, DuVine, Thomson Group, Classic Journeys) also exhibit seasonality, with peak revenues generally in the second, third, and fourth quarters depending on the brand[106] Results of Operations — Consolidated This section analyzes the consolidated financial performance, including changes in tour revenues, operating expenses, and net loss for the periods presented Consolidated Financial Performance (in thousands): | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------ | :------------------------------- | :------------------------------- | :--------- | :--------- | | Tour revenues | $167,945 | $136,499 | $31,446 | 23% | | Cost of tours | $91,391 | $82,953 | $8,438 | 10% | | General and administrative | $31,083 | $29,836 | $1,247 | 4% | | Selling and marketing | $26,390 | $18,281 | $8,109 | 44% | | Depreciation and amortization | $14,674 | $13,637 | $1,037 | 8% | | Operating income (loss) | $4,407 | $(8,208) | $12,615 | NM | | Net loss | $(6,968) | $(23,994) | $17,026 | 71% | | Basic EPS | $(0.18) | $(0.48) | $0.30 | - | | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------ | :------------------------------- | :------------------------------- | :--------- | :--------- | | Tour revenues | $347,666 | $290,113 | $57,553 | 20% | | Cost of tours | $184,239 | $167,405 | $16,834 | 10% | | General and administrative | $63,805 | $57,073 | $6,732 | 12% | | Selling and marketing | $54,632 | $41,038 | $13,594 | 33% | | Depreciation and amortization | $29,969 | $24,954 | $5,015 | 20% | | Operating income (loss) | $15,021 | $(357) | $15,378 | NM | | Net loss | $(5,958) | $(28,203) | $22,245 | 79% | | Basic EPS | $(0.18) | $(0.58) | $0.40 | - | - The increase in tour revenues for both periods was driven by a rise in guest nights sold and guests traveled for continuing operations, as well as the inclusion of Thomson Group operations acquired in July 2024[109][110] - Selling and marketing expenses significantly increased due to higher royalties and commission expenses tied to increased revenues and royalty rates from the National Geographic agreement, alongside increased marketing spend for future growth[115][116] Results of Operations — Segments This section provides a detailed analysis of the financial performance and key metrics for both the Lindblad and Land Experiences segments Segment Tour Revenues (in thousands): | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :---------------- | :------------------------------- | :------------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Lindblad | $111,045 | $93,053 | 19% | $242,153 | $211,356 | 15% | | Land Experiences | $56,900 | $43,446 | 31% | $105,513 | $78,757 | 34% | Segment Operating Income (Loss) (in thousands): | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :---------------- | :------------------------------- | :------------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Lindblad | $(2,070) | $(9,372) | 78% | $6,316 | $(1,589) | NM | | Land Experiences | $6,477 | $1,164 | 456% | $8,705 | $1,232 | 607% | Lindblad Segment Guest Metrics: | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Available Guest Nights | 81,515 | 77,404 | 156,840 | 163,358 | | Guest Nights Sold | 70,198 | 60,174 | 137,172 | 125,137 | | Occupancy | 86% | 78% | 87% | 77% | | Net Yield per Available Guest Night | $1,241 | $1,094 | $1,376 | $1,160 | - Lindblad segment's operating loss decreased by $7.3 million for the three months ended June 30, 2025, and it generated operating income of $6.3 million for the six months, driven by increased tour revenues partially offset by higher operating expenses, royalties, commissions, and marketing spend[126][127] Land Experiences Segment Guest Metrics: | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Guests | 5,978 | 4,907 | 10,387 | 8,469 | | Departures | 788 | 630 | 1,287 | 1,026 | - Land Experiences segment's operating income significantly increased for both periods, primarily due to higher tour revenue from increased guests and the inclusion of Thomson Group results, partially offset by higher operating and personnel costs and marketing spend[131][132] Adjusted EBITDA — Consolidated This section presents the consolidated and segment Adjusted EBITDA, a non-GAAP measure used to assess operational profitability Consolidated Adjusted EBITDA (in thousands): | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(6,968) | $(23,994) | $(5,958) | $(28,203) | | Adjusted EBITDA | $24,841 | $10,384 | $54,823 | $31,990 | Segment Adjusted EBITDA (in thousands): | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Lindblad | $16,330 | $6,541 | $42,649 | $27,013 | | Land Experiences | $8,511 | $3,843 | $12,174 | $4,977 | Liquidity and Capital Resources This section discusses the company's cash position, cash flow activities, debt obligations, and ability to meet its financial commitments - As of June 30, 2025, the company had $200.9 million in unrestricted cash and cash equivalents and $46.4 million in restricted cash[137] - Net cash provided by operating activities increased by $15.0 million to $77.6 million for the six months ended June 30, 2025, primarily due to increased cash received from guests for future travel[139] - Net cash used in investing activities increased to $44.7 million for the six months ended June 30, 2025, mainly due to the acquisition of Torcatt Enterprises Limitada, refurbishment of acquired vessels, and higher capital expenditures on existing vessels[140] - The company had $635.0 million in long-term debt obligations as of June 30, 2025, and believes its cash on hand and expected operating cash inflows will be sufficient to fund operations and debt service for at least the next 12 months[138][142][144] - As of June 30, 2025, the company had a working capital deficit of $127.6 million, an increase from $114.0 million as of December 31, 2024, primarily due to a large balance of unearned passenger revenues[147] Critical Accounting Policies This section confirms that there have been no significant changes to the company's critical accounting policies since the last annual report - There have been no significant changes to the company's critical accounting policies from those disclosed in the 2024 Annual Report[148] ITEM 3. Quantitative and Qualitative Disclosures about Market Risk This section states that there have been no material changes in the company's exposure to market risks compared to the information provided in its 2024 Annual Report - No material changes in market risk exposure from the 2024 Annual Report[149] ITEM 4. Controls and Procedures This section details the evaluation of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as assessed by management - The company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[150][151] Changes in Internal Control over Financial Reporting This section reports on any material changes to the company's internal control over financial reporting during the quarter - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected or are reasonably likely to materially affect the company's internal control over financial reporting[152] PART II. OTHER INFORMATION This section provides additional information not included in the financial statements, covering legal, equity, and other disclosures ITEM 1. Legal Proceedings This section states that the company is involved in various claims, legal actions, and regulatory proceedings in the ordinary course of business, which are expected to be covered by protection and indemnity insurance - The company is involved in various ordinary course legal proceedings, with expected coverage from protection and indemnity insurance[153] ITEM 1A. Risk Factors This section refers readers to the 'Risk Factors' discussion in the 2024 Annual Report for important risks and uncertainties affecting the business - Readers are directed to the 'Risk Factors' section in the 2024 Annual Report for a comprehensive discussion of risks and uncertainties[154] ITEM 2. Unregistered Sale of Equity Securities and Use of Proceeds This section reports on unregistered sales of equity securities and details the company's stock repurchase plan and repurchases made for employee tax withholding Recent Sales by the Company of Unregistered Securities This section confirms whether there were any unregistered sales of equity securities during the reporting period - There were no unregistered sales of equity securities during the quarter ended June 30, 2025[155] Stock Repurchase Plan This section provides an update on the company's stock repurchase plan and shares withheld for employee tax obligations - The company's stock and warrant repurchase plan has a remaining balance of $12.0 million as of June 30, 2025. No repurchases were made under this plan during the six months ended June 30, 2025[156] Shares Withheld for Employee Income Tax Withholding (April 1 - June 30, 2025): | Period | Total number of shares purchased | Average price paid per share | | :-------------------------- | :------------------------------- | :--------------------------- | | April 1 through April 30, 2025 | 1,879 | $8.15 | | May 1 through May 31, 2025 | 1,855 | $10.50 | | June 1 through June 30, 2025 | 22,616 | $11.24 | | Total | 26,350 | - | ITEM 3. Defaults Upon Senior Securities This item is not applicable to the company for the reporting period - This item is not applicable[158] ITEM 4. Mine Safety Disclosures This item is not applicable to the company for the reporting period - This item is not applicable[159] ITEM 5. Other Information This section reports that no director or Section 16 officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter - No director or Section 16 officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[160] ITEM 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including supplemental indentures, certifications from the CEO and CFO, and XBRL-related documents - Exhibits include First and Second Supplemental Indentures, CEO and CFO certifications (Rule 13a-14(a) and 13a-14(b)), and various Inline XBRL documents[161] SIGNATURES This section contains the required signatures from authorized officers, certifying the accuracy of the report