Item 4.01 Changes in Registrant's Certifying Accountant.
On April 13, 2022, and following a competitive request for proposals process,
the Audit Committee (the "Audit Committee") of the Board of Directors of Sonida
Senior Living, Inc. (the "Company") approved the engagement of RSM US LLP
("RSM"), effective April 17, 2022, as its independent registered public
accounting firm for the fiscal year ending December 31, 2022. On April 13, 2022,
the Audit Committee also approved the dismissal of Ernst & Young, LLP ("Ernst &
Young") as independent registered public accounting firm of the Company
effective April 16, 2022.
The reports of Ernst & Young on the Company's financial statements as of and for
the fiscal years ended December 31, 2021 and 2020 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that Ernst & Young's
report dated March 31, 2021 contained an explanatory paragraph regarding the
Company stating there was substantial doubt about the Company's ability to
continue as a going concern.
During the fiscal years ended December 31, 2021 and 2020, and in the subsequent
interim period through April 16, 2022: (i) there were no disagreements (as
defined in Item 304(a)(iv) of Regulation S-K and the related instructions) with
Ernst & Young on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the satisfaction of Ernst & Young, would have caused Ernst & Young to make
reference to the matter in its report and (ii) except for the matters referenced
below, there were no reportable events (as defined in Item 304(a)(v) of
Regulation S-X and the related instructions).
As disclosed in Item 9A of each of the Company's Annual Reports on Form 10-K as
of and for the fiscal years ended December 31, 2021 and 2020, the Company
identified a material weakness in its internal control over financial reporting.
This reportable event was discussed between the Audit Committee and Ernst &
Young, and Ernst & Young has been authorized by the Company to respond fully to
the inquiries of RSM, the successor independent registered public accounting
firm of the Company, concerning this reportable event.
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided
Ernst & Young with a copy of the above statements and has requested Ernst &
Young to furnish it a letter addressed to the Commission stating whether it
agrees with the above statements. A copy of such letter, dated April 19, 2022 is
filed as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended December 31, 2021 and 2020 and the subsequent
interim period through April 16, 2022, neither the Company nor anyone acting on
the Company's behalf consulted RSM regarding: (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
RSM 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 (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K and the
related instructions).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
16.1 Letter of Ernst & Young, dated April 19, 2022
104 Cover Page Interactive Data File-formatted as Inline XBRL.
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