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Note 10 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2025

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 10—COMMITMENTS AND CONTINGENCIES

Redeemable Non-Controlling Interest

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

On July 8, 2025, the Company entered into the Third Amendment to the Stockholders’ Agreement, dated as of May 6, 2016 (the “Third Amendment”) to replace the previous put right for the Company’s purchase of all of Bressler’s remaining interest in Natural Habitat with a put right that may be exercised annually, up to 50% in any given year, for so long as Bressler holds any interest in Natural Habitat. In addition, on July 8, 2025, the Company and Mr. Bressler entered into the Second Amended and Restated Employment Agreement, replacing prior agreements to extend the term of the Employment Agreement through December 31, 2028 and align Mr. Bressler’s ability to receive options with the exercise of the perpetual put right.

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,*
		*2025*				*2024*				*2025*				*2024*
		(unaudited)								(unaudited)
(In thousands)
Beginning balance		$	39,186			$	24,233			$	29,424			$	37,784
Net income attributable to noncontrolling interest			3,383				2,683				4,783				3,125
Redemption value adjustment of put option			2,701				1,126				11,858				2,830
Distribution			(155	)			(500	)			(950	)			(1,400	)
Acquired businesses᾽ noncontrolling interest			853				-				853				-
Redemption of put and/or call options			-				-				-				(14,797	)
Ending balance		$	45,968			$	27,542			$	45,968			$	27,542

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, 2025 are as follows:

For the years ended December 31,		*Amount*
(In thousands)
2025 (three months)		$	3,901
2026			16,800
2027			6,882
Total		$	27,583