Item 4.01
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Changes in Registrants Certifying Accountant.
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As previously reported, on January 28, 2016, the Company completed the acquisition (the
Merger
) of all of the outstanding equity interests of RG Parent LLC and its subsidiaries (
RG
), as contemplated by the Agreement and Plan of Merger, dated as of September 8, 2015, by and among RG, JJ Merger Sub, LLC and the Company. For accounting purposes, the Merger has been accounted for as a reverse merger and recapitalization, and RG has been deemed the accounting acquirer. As a result, RGs financial statements have become the historical financial statements of the Company and the Companys future periodic filings will reflect RGs historical results of operations and financial condition shown for comparative purposes. Moreover, in connection with the Merger, effective January 28, 2016, Differential has changed its fiscal year from November 30 to December 31.
Prior to the Merger, Citrin Cooperman & Company, LLP (
Citrin
) was RGs independent public registered accounting firm and audited its financial statements for the fiscal years ended December 31, 2015 and 2014, and Moss Adams LLP was Differentials independent registered public accounting firm and audited its financial statements for the fiscal years ended November 30, 2015 and November 30, 2014. On May 12, 2016, the audit committee of the Companys board of directors (the
Audit Committee
): (i) dismissed Citrin from its role as independent registered public accounting firm, effective May 12, 2016; and (ii) approved the engagement of Moss Adams (the Companys legacy independent registered public accounting firm) as the post-Merger Companys independent registered public accounting firm for the fiscal year ending December 31, 2016, effective May 12, 2016.
(a)
Dismissal of Citrin
As discussed above, on May 12, 2016, following the consummation of the Merger, we dismissed Citrin from its role as independent registered public accounting firm. The decision to dismiss Citrin was made by the Audit Committee. Citrins reports on RGs financial statements for the fiscal years ended December 31, 2015 and 2014 did not contain an adverse opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. Additionally, during the fiscal years ended December 31, 2015 and December 31, 2014 and in the interim period between January 1, 2016 and May 12, 2016, (i) there were no disagreements with Citrin on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which subject matter of the disagreements, if not resolved to Citrins satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report, and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
Amendment No. 1 to the Companys Current Report on Form 8-K filed with the SEC on March 30, 2016 included in Exhibit 99.1 certain financial statements of RG audited by Citrin for the fiscal years ended December 31, 2015, 2014 and 2013, which preceded the Merger consummated on January 28, 2016. Citrin is not, and has never been, associated with the financial statements of the post-Merger Company.
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