NOTE 10—COMMITMENTS AND CONTINGENCIES

Redeemable Noncontrolling 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 does 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 noncontrolling 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. 

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. 

During  January 2026, Mr. Levine, President of DuVine Cycling + Adventure Company (“DuVine”), entered into a Second Amended and Restated Operating Agreement to replace the previous put for the Company’s right to acquire all of Mr. Levine’s remaining interests in DuVine, with a put right, but not an obligation, that may be exercised annually, up to 50% in any given year, beginning December 31, 2027, for so long as Mr. Levine holds interest in DuVine, and a one-time right to exercise 100% of the put at December 31, 2027. 

During March 2026, Mr. Bressler exercised a portion of the put option on Natural Habitat, allowing the Company to acquire an additional 5.0% of Natural Habitat for $16.6 million, increasing its ownership to 95.1%.

During April 2026, Mr. and Mrs. Piegza, President and Vice President, respectively, of Classic Journeys, LLC (“Classic Journeys”), exercised a portion of the put option, allowing the Company to acquire an additional 9.9% interest in Classic Journeys for $3.2 million, increasing its ownership to 90.1%. In connection with this transaction, the Piegzas entered into a Second Amended and Restated Operating Agreement, which provides for a put right, but not an obligation, together with a corresponding call right, but not an obligation, each exercisable annually beginning December 31, 2030, for up to 50% of the remaining interests in any given year, for so long as the Piegzas hold an interest in Classic Journeys.

The following is a rollforward of redeemable noncontrolling interest: 

Charter Commitments

From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions. Future minimum payments on its charter agreements as of June 30, 2026 are as follows: