Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On March 9, 2022, the Audit Committee (the "Committee") of the Board of
Directors of Lindblad Expeditions Holdings, Inc., a Delaware corporation (the
"Company"), notified Marcum LLP ("Marcum"), the Company's current independent
registered public accounting firm, that it would be dismissed from that position
effective immediately.
The audit reports of Marcum on the Company's consolidated financial statements
as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020
and 2019 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company's two most recent fiscal years ended December 31, 2021 and
December 31, 2020, and the interim period through March 9, 2022, there were no
disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between
the Company and Marcum on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Marcum's satisfaction, would have caused
Marcum to make reference to the subject matter of the disagreements in
connection with its reports on the Company's consolidated financial statements
for such years.
Other reportable events under Regulation S-K Item 304(a)(1)(v): Marcum's report
on the effectiveness of internal control over financial reporting as of December
31, 2020 indicated that the Company did not maintain effective internal control
over financial reporting as of December 31, 2020, because of the effect of a
material weakness related to financial close and reporting process.
The Company provided Marcum with a copy of this Current Report on Form 8-K prior
to its filing with the Securities and Exchange Commission and requested that
Marcum furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not Marcum agrees with the statements
made herein and, if not, stating the respects in which it does not agree. A copy
of Marcum's letter, dated March 14, 2022, is filed as Exhibit 16.1 herewith.
(b) Appointment of New Independent Registered Public Accounting Firm
On March 11, 2022, the Committee appointed Ernst & Young LLP ("EY") as the
Company's independent registered public accounting firm for the Company's fiscal
year ending December 31, 2022.
During the Company's two most recent fiscal years ended December 31, 2021 and
2020, and the subsequent interim period from January 1, 2022 through March 11,
2022, neither the Company nor anyone acting on its behalf consulted with EY
regarding either: (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements, and neither a written
report nor oral advice was provided to the Company that EY concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item
304 of Regulation S-K and the related instructions thereto) or a reportable
event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Letter from Marcum LLP,
16.1 dated March 14, 2022
Exhibit Cover Page Interactive Data
104 File (embedded within the
Inline XBRL document)
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