Item 4.01 Change in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On June 5, 2020, the Audit Committee of the Board of Directors (the "Committee")
of Priority Technology Holdings, Inc. (the "Company") dismissed RSM US LLP
("RSM") as the Company's independent registered public accounting firm effective
as of that date.
RSM's audit reports on the Company's consolidated financial statements for the
years ended December 31, 2019 and December 31, 2018 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except as follows:
RSM's report on the consolidated financial statements of the Company as of and
for the years ended December 31, 2019 and December 31, 2018 contained: i) a
separate paragraph stating that "As discussed in Note 2 to the financial
statements, the financial statements as of December 31, 2018 and for the years
ended December 31, 2018 and 2017 have been restated to correct a misstatement"
and ii) a separate paragraph stating that "As discussed in Note 1 to the
financial statements, the Company changed its method of accounting for revenue
from contracts with customers for all periods presented due to the adoption of
Accounting Standards Codification Topic 606, Revenue from Contracts with
Customers."
During the years ended December 31, 2019 and December 31, 2018, and the
subsequent interim period from January 1, 2020 through June 5, 2020, there were
(i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K
between the Company and RSM on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to RSM's satisfaction, would have caused RSM 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, and
(ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
The Company has provided RSM with a copy of the disclosures contained herein and
has requested that RSM furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made herein and, if not, stating the respects in which it does not agree. A copy
of RSM's letter, dated June 9, 2020, is filed as Exhibit 16.1 herewith.
(b) Appointment of New Independent Registered Public Accounting Firm
On June 5, 2020, the Committee approved, effective immediately, the engagement
of Ernst & Young LLP ("EY") as the Company's independent registered public
accounting firm for the Company's year ending December 31, 2020.
For the years ended December 31, 2019 and December 31, 2018 and for the interim
period January 1, 2020 through June 5, 2020, neither the Company nor anyone
acting on behalf of the Company has consulted with EY regarding (i) the
application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the
Company's consolidated 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 any accounting,
auditing, or financial reporting issue, (ii) any matter that was subject of a
disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or
(iii) any "reportable event" within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
16.1 Letter from RSM US LLP, dated June 9, 2020
Cover Page Interactive Data File (embedded within the Inline
104 XBRL document).
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PRIORITY TECHNOLOGY HOLDINGS, INC. 
