Item 4.01 Changes in Registrant's Certifying Accountant.
On May 26, 2021, the Audit Committee of our Board of Directors approved the
engagement of RSM US LLP as our independent registered public accounting firm
for our fiscal year ending December 31, 2021. This approval followed the
determination by the Audit Committee on May 26, 2021 that the engagement of our
auditor for the last ten years, KPMG LLP, would cease effective May 26, 2021.
The report of KPMG LLP dated March 16, 2021 on our consolidated financial
statements for the fiscal years ended December 31, 2019 and 2020 did not contain
an adverse opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles, except for a
modification to identify a change in accounting principles as of January 1, 2020
as a result of our adoption of Accounting Standards Update 2016-13, Financial
Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments.
During the fiscal years ended December 31, 2019 and 2020 and the subsequent
interim period through May 26, 2021, there were: (i) no disagreements with KPMG
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to KPMG LLP's satisfaction, would have caused KPMG LLP to make
reference thereto in their reports on the consolidated financial statements for
such fiscal years and (ii) no "reportable events," as defined in Item
304(a)(1)(v) of Regulation S-K, other than the material weakness in internal
control over financial reporting identified and disclosed by us in our Form 10-K
for the year ended December 31, 2019 and the remediation of such material
weakness as disclosed in our Form 10-K for the year ended December 31, 2020
relating to controls to properly document and review relevant facts and apply
the appropriate tax accounting which impacted deferred tax asset and income tax
benefit accounts.
We provided KPMG LLP a copy of this report and requested KPMG LLP to provide a
letter addressed to the Securities and Exchange Commission indicating whether
they agree with our disclosures made in accordance with Item 304(a) of
Regulation S-K. A copy of KPMG LLP's letter dated May 28, 2021 is filed as
Exhibit 16 to this Form 8-K.
We did not consult with RSM during our two most recent fiscal years or through
the date of this report regarding either (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 our consolidated financial
statements, and neither a written report was provided to us or oral advice was
provided that RSM concluded was an important factor considered by us 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
defined in Item 304(a)(1)(iv) and (v) of Regulation S-K.
We provided RSM a copy of this report and requested RSM to review the disclosure
contained in this report before it is filed with the Commission. We also
provided RSM the opportunity to furnish us with a letter addressed to the
Commission containing any new information, clarification of the expression of
our views, or the respects in which RSM disagrees with the statements made by us
in this report. RSM has advised us that it has reviewed the disclosures in this
report and has no basis upon which to submit such a letter addressed to the
Commission.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed with this report:
NumberExhibit
16 Letter from KPMG LLP dated May 28, 2021 .
1
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