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                                                           September 20, 2018

Craig I. Felenstein
Chief Financial Officer
Lindblad Expeditions Holdings, Inc.
96 Morton Street, 9th Floor
New York, New York 10014

       Re: Lindblad Expeditions Holdings, Inc.
           Form 10-K for the Year Ended December 31, 2017
           Form 10-Q for the Quarter Ended June 30, 2018
           File No. 001-35898

Dear Mr. Felenstein:

       We have limited our review of your filing to the financial statements 
and related
disclosures and have the following comments. In some of our comments, we may 
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing 
the requested
information or advise us as soon as possible when you will respond. If you do 
not believe our
comments apply to your facts and circumstances, please tell us why in your 

       After reviewing your response to these comments, we may have additional 

Form 10-K for the Year Ended December 31, 2017

Management's Discussion and Analysis of the Results of Operations and Financial 
Results of Operations - Segments, page 34

1.    We note your presentation of total tour revenues, total operating income 
and total adjusted
      EBITDA, excluding voyage cancellations. We further note discussion on 
pages 32, 35,
      and 36 of the estimated impacts of the voyage cancellations on your 
results of operations.
      Please note that including revenues you did not earn appears to create a 
      measure that is not consistent with the guidance in Question 100.04 of 
the Non-GAAP
      Compliance and Disclosure Interpretations and Rule 100(b) of Regulation 
G. Please
      either (1) remove this adjustment from the referenced reconciliations and 
discuss the
      cancellations contextually in your operating results discussion in MD&A 
or (2) revise
      your disclosure to comply with non-GAAP disclosure requirements and 
explain how the
 Craig I. Felenstein
FirstName LastNameCraig I. Felenstein
Lindblad Expeditions Holdings, Inc.
Comapany 20, 2018
September NameLindblad Expeditions Holdings, Inc.
September 20, 2018 Page 2
Page 2
FirstName LastName
         adjustment complies with Question 100.04. In your response, please 
also explain what led
         to these cancellations (i.e., were there any unusual particular facts 
and circumstances that
         led to them outside of normal cancellations).
Financial Statements
Notes to the Consolidated Financial Statements
Note 8 - Income Taxes
One-time transition tax, page F-21

2.       Your disclosure indicates that you accounted for a one-time transition 
tax from the Tax
         Act as a $14.5 million reduction of net operating loss (NOL) 
carryforwards and you
         remeasured your deferred taxes to reflect the reduce rate and 
recognized a $1.8 million
         deferred tax benefit. Clarify why the balance of NOL carryforwards in 
the table on page
         F-22 did not decrease significantly. In this regard, was the impact of 
the Tax Act offset by
         recording new NOL carryforwards related to fiscal 2017 operations?
Form 10-Q for the Quarter Ended June 30, 2018

Financial Statements
Condensed Consolidated Statements of Cash Flows, page 5

3.       You disclose that your primary performance obligation under your 
contracts is to provide
         an expedition and may include pre-expedition and post-expedition 
excursions, hotel
         accommodations, land-based expeditions and air transportation to and 
from the ships.
         Upon satisfaction of these performance obligations, revenue is 
recognized over the
         duration of each expedition. Please address the following comments:
           Identify what you consider to be your performance obligations. If 
some or all of
             the pre-expedition and post-expedition services are bundled with 
the expedition cruise,
             please provide us with your analysis on why these services are not 
distinct pursuant to
             ASC 606-10-25-14 through 22.
           Provide us with your analysis regarding how you determined gross 
reporting for pre-
             expedition and post-expedition services was appropriate pursuant 
to ASC 606-10-55-
             36 through 39. Please specifically address how you considered the 
definition of
             control and how you are directing any third party providers.
           Tell us why revenue for pre-expedition and post-expedition services 
is recognized over
             the duration of each expedition versus as travel occurs or 
land-based expeditions occur
             prior to or after the expedition.

       In closing, we remind you that the company and its management are 
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, 
comments, action or
absence of action by the staff.
 Craig I. Felenstein
Lindblad Expeditions Holdings, Inc.
September 20, 2018
Page 3

       You may contact Heather Clark at 202-551-3624 or Melissa Raminpour at 
with any questions.

FirstName LastNameCraig I. Felenstein                  Sincerely,
Comapany NameLindblad Expeditions Holdings, Inc.
                                                       Division of Corporation 
September 20, 2018 Page 3                              Office of Transportation 
and Leisure
FirstName LastName

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