Item 4.01
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Changes in Registrant’s Certifying Accountant
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On August 24, 2015, Primo Water Corporation (“Company”), with the approval of the Audit Committee of the Board of Directors (the “Audit Committee”), appointed BDO USA, LLP (“BDO”) as the Company’s new independent registered public accounting firm and notified McGladrey LLP (“McGladrey”) that McGladrey was being dismissed as the Company’s independent registered public accounting firm, effective on August 24, 2015. The appointment and dismissal were a result of a comprehensive competitive bidding process involving several accounting firms, including McGladrey.
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(a)
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Dismissal of independent registered public accounting firm.
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McGladrey’s audit reports on the Company’s financial statements for the years ended December 31, 2014 and 2013 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. During the Company’s two most recent fiscal years ended December 31, 2014 and 2013 and through August 24, 2015, the Company has not had any disagreement with McGladrey on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to McGladrey’s satisfaction, would have caused McGladrey to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements. In addition, during the Company’s two most recent fiscal years ended December 31, 2014 and 2013 and through August 24, 2015, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided McGladrey with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that McGladrey furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in Item 4.01(a). A copy of McGladrey’s letter, dated August 28, 2015, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
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(b)
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Appointment of new independent registered public accounting firm.
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On August 24, 2015, the Audit Committee approved the appointment of BDO as the Company’s new independent registered public accounting firm commencing for its quarter ending September 30, 2015 and its fiscal year ending December 31, 2015.
During the Company’s two most recent fiscal years and the subsequent interim periods preceding BDO’s appointment, neither the Company nor anyone on its behalf consulted BDO 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 consolidated financial statements, and no written report or oral advice was provided by BDO to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).