Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Decision to Dismiss Independent Registered Public Accounting Firm
The Audit Committee (the "Audit Committee") of the Board of Directors of
Dynatrace, Inc. (the "Company") conducted a competitive process to determine the
Company's independent registered public accounting firm beginning with the
Company's fiscal year ending March 31, 2023. The Audit Committee invited several
independent registered public accounting firms to participate in this process.
Following review of proposals from the independent registered public accounting
firms that participated in the process, on May 31, 2022, the Audit Committee
dismissed BDO USA, LLP ("BDO") as the Company's independent registered public
accounting firm effective as of that date.
BDO's reports on the Company's financial statements for the fiscal years ended
March 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the fiscal years ended March 31, 2022 and 2021 and the subsequent interim
period through May 31, 2022, there were no "disagreements" (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) with BDO 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 BDO, would have caused BDO
to make reference to the subject matter of such disagreements in connection with
its reports on the financial statements for such periods.
During the fiscal years ended March 31, 2022 and 2021 and the subsequent interim
period through May 31, 2022, there were no "reportable events" (as defined in
Item 304(a)(1)(v) of Regulation S-K), except that, as previously disclosed, the
Company reported that there was a material weakness in the Company's internal
control over financial reporting for the periods ended March 31, 2020, June 30,
2020, September 30, 2020 and December 31, 2020. In preparing the global tax
provision for those prior periods, the Company determined it did not maintain
effective internal controls over accounting for income taxes in connection with
the preparation and review of the Company's global tax provision, and
particularly in the area of realizability of tax attributes such as foreign tax
credits and other domestic deferred tax assets. During the fiscal year ended
March 31, 2021, management implemented a remediation plan that included: (1)
hiring tax specialists to assist in the preparation of the Company's tax
provision as needed, (2) enhancing the Company's documentation and management
review of tax balances, and (3) implementing changes and improvements in the
Company's internal control over financial reporting environment. This material
weakness did not result in a misstatement of the Company's financial statements
and was remediated as of March 31, 2021. This reportable event was discussed
among the Company's management, the Committee, the board of directors of the
Company and BDO. BDO has been authorized by the Company to respond fully to the
inquiries of Ernst & Young LLP ("EY"), the successor accountant, concerning this
reportable event.
The Company requested that BDO furnish the Company with a letter addressed to
the Securities and Exchange Commission (the "SEC") stating whether or not BDO
agrees with the statements set forth above. BDO has furnished the Company with a
letter addressed to the SEC stating that it agrees with the above statements, a
copy of which is filed as Exhibit 16.1 herewith.
(b) Decision Regarding New Independent Registered Public Accounting Firm
On May 31, 2022, the Audit Committee approved the appointment of EY as the
Company's new independent registered public accounting firm, subject to
completion of EY's standard client acceptance procedures and execution of an
engagement letter.
During the fiscal years ended March 31, 2022 and 2021 and the subsequent interim
period through May 31, 2022, neither the Company nor anyone acting on its behalf
has consulted with EY with respect to (i) 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,
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 or (ii)
any matter that was either the subject of a "disagreement" or "reportable event"
as those terms are defined in Item 304(a)(1) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No. Description
16.1 Letter of BDO USA, LLP dated June 3, 2022
Cover Page Interactive Data File - the cover page XBRL tags are embedded within
104 the Inline XBRL document
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