ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Audit Committee ("Committee") of the Board of Directors of Boston Omaha
Corporation (the "Company") recently conducted a selection process to determine
the Company's independent registered accounting firm for the fiscal year ending
December 31, 2020. The Committee invited several public accounting firms to
participate in this process, and as a result of this process, the Committee
approved the appointment of KPMG LLP ("KPMG") as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2020
effective August 17, 2020, replacing MaloneBailey, LLP ("MaloneBailey").
(a) Dismissal of Independent Registered Public Accounting Firm
On August 17, 2020 ("Dismissal Date") the Committee approved the dismissal of
MaloneBailey as the Company's independent registered public accounting firm.
The reports of MaloneBailey on the financial statements for the fiscal years
ended December 31, 2019 and 2018 contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principle, except that MaloneBailey's report on internal control over
financial reporting expressed an opinion that the Company had not maintained
effective internal control over financial reporting as of December 31, 2018. The
material weaknesses identified related to the design and operating effectiveness
of process controls over the review and approval of journal entries and the
approval and authorization of expenditures. For the fiscal year ended December
31, 2019, MaloneBailey expressed an opinion that the Company maintained, in all
material respects, effective internal control over financial reporting as of
December 31, 2019, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission.
During the fiscal years ended December 31, 2019 and 2018 and the subsequent
interim period through the Dismissal Date, there were no disagreements (as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304) with MaloneBailey 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
MaloneBailey would have caused MaloneBailey to make reference thereto in its
reports on the Company's financial statements for such years. During the fiscal
years ended December 31, 2019 and 2018 and the subsequent interim period through
the Dismissal Date, there have been no reportable events (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K), except for the material
weaknesses described above, all of which were subsequently remediated as of
December 31, 2019.
The Company has provided MaloneBailey with a copy of the disclosures it is
making in this Current Report on Form 8-K prior to its filing with the
Securities and Exchange Commission ("SEC"), and has requested MaloneBailey to
furnish the Company with a letter addressed to the SEC stating whether or not it
agrees with the statements made herein, and if not, stating the reasons for
their disagreement. A copy of such letter, dated August 17, 2020, is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
(b) Newly Engaged Independent Registered Public Accounting Firm
On August 17, 2020, the accounting firm of KPMG was engaged by the Committee as
the Company's new independent registered public accounting firm to perform
independent audit services for the Company for the fiscal year ending December
31, 2020 (including with respect to the Company's quarterly period ending
September 30, 2020), effective immediately.
During the fiscal year ended December 31, 2019 and December 31, 2018 and through
the subsequent interim period as of August 17, 2020, neither the Company, nor
any party on behalf of the Company, consulted with KPMG with respect to either
(i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of the audit opinion that might be rendered
with respect to the Company's consolidated financial statements, and no written
report or oral advice was provided to the Company by KPMG that was an important
factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue, or (ii) any matter that was subject to
any "disagreement" (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a "reportable event" (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K).
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