Item 4.01.
Change in Registrants Certifying Accountant.
On March 22, 2016, the Audit Committee of the Board of Directors (the Audit Committee) of Dawson Geophysical Company (the Company) approved the engagement of RSM US LLP (RSM) as the Companys independent registered accounting firm for the year ending December 31, 2016, effective immediately. In connection with the selection of RSM, also on March 22, 2016, the Audit Committee approved the dismissal of Ernst & Young LLP (EY) as the Companys independent registered public accounting firm, effective immediately.
During the fiscal year ended September 30, 2014, the three-month transition period ended December 31, 2014, the fiscal year ended December 31, 2015 and through March 22, 2016, the Company has not consulted with RSM regarding (i) the application of accounting principles to any proposed transaction or the rendering of any audit opinion on the Companys consolidated financial statements; or (ii) any matter that was either the subject of a disagreement or a reportable event, as those terms are defined in Item 304(a)(1) of Regulation S-K.
EYs audit reports on the Companys consolidated financial statements for the fiscal year ended September 30, 2014, the three-month transition period ended December 31, 2014 and the fiscal year ended December 31, 2015 and on the effectiveness of internal control over financial reporting as of December 31, 2015 and September 30, 2014 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the Companys fiscal year ended September 30, 2014, the three-month transition period ended December 31, 2014, the fiscal year ended December 31, 2015 and through March 22, 2016, there were (i) no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of EY, would have caused EY to make reference thereto in its reports for such periods; and (ii) no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided EY with a copy of the foregoing disclosures, and EY has furnished the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements concerning EY. A copy of such letter is attached as Exhibit 16.1 to this current report on Form 8-K and is incorporated by reference herein.