Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On June 4, 2020, CIRCOR International, Inc. (the "Company") dismissed
PricewaterhouseCoopers LLP ("PwC") as its independent registered public
accounting firm. The dismissal of PwC was approved by the Audit Committee of the
Board of Directors of the Company.
The audit reports of PwC on the consolidated financial statements of the Company
as of and 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 for the
emphasis of matter relating to the goodwill and an intangible asset impairment
triggering event in the first quarter of 2020, which resulted in management
performing an impairment evaluation of its goodwill in the first quarter of
During the Company's fiscal years ended December 31, 2019 and December 31, 2018
and the subsequent interim period through June 4, 2020, there were: (i) no
disagreements with PwC 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 PwC, would have caused PwC
to make reference thereto in its reports on the Company's financial statements
for such years, and (ii) no reportable events, as described under Item
304(a)(1)(v) of Regulation S-K, except for the material weaknesses identified in
the Company's internal control over financial reporting related to (i) not
maintaining a sufficient complement of corporate personnel with appropriate
levels of accounting and controls knowledge and experience commensurate with the
Company's financial reporting requirements, (ii) not designing and maintaining
effective controls to analyze, account for and review non-routine transactions
at the corporate level, and (iii) not designing and maintaining effective
controls over the preparation, review and approval of account reconciliations
prepared at the corporate level and certain of the Company's shared service
locations, which was disclosed in Management's Report on Internal Control over
Financial Reporting in Item 9A of the Annual Report on Form 10-K for the fiscal
year ended December 31, 2019 and in Item 4 of the Form 10-Q for the quarterly
period ended March 29, 2020.
The Company provided PwC with a copy of the disclosure it is making in this
Current Report on Form 8-K and requested from PwC a letter addressed to the
Securities and Exchange Commission indicating whether or not PwC agrees with
such disclosures and if not, stating the respects in which it does not agree. A
copy of PwC's letter dated June 5, 2020 is attached as Exhibit 16.1 to this
Current Report on Form 8-K.
(b) The Audit Committee of the Board of Directors of the Company recently
completed a competitive process to select the Company's independent registered
public accounting firm for the fiscal year ending December 31, 2020. On June 4,
2020, the Company engaged Ernst & Young LLP ("EY") as the Company's independent
registered public accounting firm, effective immediately. The engagement of EY
was approved by the Audit Committee of the Board of Directors of the Company.
During the fiscal years ended December 31, 2019 and December 31, 2018 and the
subsequent interim period through June 4, 2020, neither the Company nor anyone
on the Company's behalf consulted EY regarding any of the matters referred to in
Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 9.01 Exhibits.
Exhibit No. Description
Letter from PricewaterhouseCoopers LLP to the Securities and
16.1 Exchange Commission, dated June 5, 2020.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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