Business Context and Reporting Period
This Form 8-K Current Report was filed by Lindblad Expeditions Holdings, Inc. on March 9, 2022. The filing addresses a change in the Company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on corporate governance regarding the external auditor.
Material Changes
- Dismissal of Auditor: On March 9, 2022, the Audit Committee dismissed Marcum LLP as the independent registered public accounting firm, effective immediately.
- Appointment of New Auditor: On March 11, 2022, the Audit Committee appointed Ernst & Young LLP (EY) as the independent registered public accounting firm for the fiscal year ending December 31, 2022.
- Audit History: Marcum's audit reports for the years ended December 31, 2021, 2020, and 2019 did not contain adverse opinions, disclaimers, or qualifications.
- Disagreements: There were no disagreements between the Company and Marcum regarding accounting principles, financial statement disclosure, or auditing scope during the two most recent fiscal years or the interim period through March 9, 2022.
Outlook, Risks, and Contingencies
Material Weakness: The filing notes that Marcum's report on the effectiveness of internal control over financial reporting as of December 31, 2020, indicated the Company did not maintain effective internal controls due to a material weakness related to the financial close and reporting process.
Consultations: The Company confirmed no consultations with EY regarding accounting principles or audit opinions during the relevant periods prior to their appointment.
Investor Verification Checklist
- Verify the status of the material weakness in internal controls identified as of December 31, 2020, and any remediation plans.
- Review the letter from Marcum LLP (Exhibit 16.1) to confirm their agreement with the statements regarding the dismissal.
- Monitor future filings for the initial audit report from Ernst & Young LLP for the fiscal year ending December 31, 2022.