Item 4.01 Changes in Registrant's Certifying Accountant
As previously reported in the Initial Form 8-K, on November 2, 2020, the Audit
Committee selected Deloitte as the Company's independent registered public
accounting firm for the Company's fiscal year ending December 31, 2021. PwC
continued as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2020. On February 25, 2021, when the Company
filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020
with the SEC, PwC completed its audit of the Company's consolidated financial
statements for such fiscal year, and the Company's retention of PwC as its
independent registered public accounting firm with respect to the audit of the
Company's consolidated financial statements terminated as of that date.
PwC's reports on the Company's consolidated financial statements as of and for
the fiscal years ended December 31, 2020 ("fiscal 2020") and December 31, 2019
("fiscal 2019") did not contain any adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During fiscal 2020 and fiscal 2019, and in the subsequent interim period through
February 25, 2021, the effective date of PwC's dismissal, (i) there were no
disagreements with PwC (within the meaning of Item 304(a)(1)(iv) of Regulation
S-K) on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure that if not resolved to PwC's
satisfaction, would have caused PwC to make reference thereto in its reports;
and (ii) there were no "reportable events" (as defined by Item 304(a)(1)(v) of
Regulation S-K).
The Company provided PwC with a copy of the foregoing disclosures and requested
that PwC provide a letter addressed to the SEC stating whether it agrees with
such disclosures. A copy of PwC's letter dated March 3, 2021 is filed as Exhibit
16.1 to this Current Report on Form 8-K/A.
During fiscal 2020 and fiscal 2019, and in the subsequent interim period through
February 25, 2021, neither the Company nor anyone on its behalf consulted
Deloitte 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 financial statements, and neither a written
report nor oral advice was provided to the Company that Deloitte 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 the
subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation
S-K and the related instructions; 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 No. Description
16.1 Letter of PricewaterhouseCoopers LLP, dated March 3 , 2021
104 Cover Page Interactive Data File (embedded within the XBRL document).
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