Item 4.01 Changes in Registrant's Certifying Accountant.
As a result of a review of the audit services provided to BlackBerry Limited
(the "Company"), the Company requested, as recommended and approved by the Audit
and Risk Management Committee of the Board of Directors (the "Audit Committee")
of the Company, that Ernst & Young LLP ("EY") resign as its independent
registered public accounting firm. This request is considered a dismissal
(within the meaning ascribed to such term in Item 304 of Regulation S-K)
pursuant to which, effective April 27, 2020 (the "Effective Date"), EY ceased to
be the Company's independent registered public accounting firm.
The reports of EY on the consolidated financial statements of the Company for
the fiscal years ended February 29, 2020 and February 28, 2019 did not contain
any adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. The audit reports of EY
on the effectiveness of internal control over financial reporting as of February
29, 2020 and February 28, 2019 did not contain an adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles.
During the fiscal years ended February 29, 2020 and February 28, 2019, and the
subsequent interim period through the effective date, there were no
disagreements with EY on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of EY, would have caused them
to make reference thereto in their reports on the financial statements for such
fiscal years. During the fiscal years ended February 29, 2020 and February 28,
2019, there were no matters that were either the subject of a disagreement as
defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as
described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided EY with a copy of the disclosures required by Item
304(a) of Regulation S-K and has requested that EY furnish the Company with a
letter addressed to the U.S. Securities and Exchange Commission stating whether
EY agrees with such disclosures and, if not, stating the respects in which it
does not agree. A copy of EY's letter, dated April 27, 2020, is filed as Exhibit
16.1 to this Form 8-K.
Also, on the Effective Date, upon the recommendation of the Audit Committee, the
Board of Directors approved the engagement of PricewaterhouseCoopers LLP ("PwC")
as its new independent registered public accounting firm, contingent upon the
execution of an engagement letter following completion of PwC's client
acceptance procedures. PwC's appointment will be for the Company's fiscal year
ending February 28, 2021 (fiscal 2021) and related interim periods.
During the fiscal years ended February 29, 2020 and February 28, 2019 and the
subsequent interim period through the effective date, neither the Company nor
anyone acting on its behalf has consulted with PwC on any matter that (i)
involved 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, as applicable, in each case
where a written report was provided or oral advice was provided that PwC
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue, or (ii)
was either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
16.1 Letter from Ernst & Young LLP dated April 27, 2020.
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