Item 4.01
Changes in Registrants Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On May 17, 2018, Surgery Partners, Inc. (the Company) dismissed Ernst & Young LLP (EY) as the Companys independent registered public accounting firm. This change in the Companys independent registered public accounting firm was approved by the Audit Committee of the Board of Directors of the Company (the Audit Committee).
The reports of EY on the Companys consolidated financial statements for the fiscal years ended December 31, 2017 and 2016 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through
May 17, 2018, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to this item) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
During the fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through
May 17, 2018, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses in the Companys internal control over financial reporting as disclosed in the Companys Annual Report on Form 10-K for the fiscal years ended December 31, 2017 and 2016 and the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. The Audit Committee discussed the material weaknesses with EY, and the Company has authorized EY to fully respond to the inquiries of Deloitte & Touche LLP (Deloitte), the successor independent registered public accounting firm, concerning such matters.
The Company provided EY with a copy of this Current Report on Form 8-K prior to filing with the Securities and Exchange Commission (SEC), and requested that EY furnish a letter addressed to the SEC stating whether or not it agrees with the statements made by the Company. A copy of that letter, dated May 18, 2018 is filed as Exhibit 16.1 to this Form 8-K.
(b)
Engagement of Independent Registered Public Accounting Firm
On May 18, 2018, the Company engaged Deloitte as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. This change in the Companys independent registered public accounting firm was approved by the Audit Committee.
During the fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through May 17, 2018, the Company did not consult with Deloitte regarding: (a) the application of accounting principles to a specified transaction, either completed or proposed; (b) the type of audit opinion that might be rendered on the Companys financial statements, and neither a written report was provided to the Company nor oral advice was provided that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (c) 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 to this item) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).