| Item 4.01 | Changes in Registrant’s Certifying Accountant |
(a) Dismissal of Previous Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors (the “Audit Committee”) of Leaf Group Ltd. (the “Company”), with the assistance of the Company’s management, conducted a competitive auditor review and selection process in order to select the firm to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The Audit Committee invited several firms to participate in this review process. As a result of this process, the Audit Committee made the decision to dismiss PricewaterhouseCoopers LLP (“PWC”) as its independent registered public accounting firm on March 22, 2018, and informed PWC that they were dismissed on March 23, 2018.
PWC’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2017 and 2016 did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of PWC on the effectiveness of internal control over financial reporting as of December 31, 2017 and 2016 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 fiscal years ended December 31, 2017 and 2016, respectively, and the subsequent interim period through March 23, 2018, there were (i) no disagreements between the Company and PWC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PWC, would have caused PWC to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided PWC with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested that PWC furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of PWC’s letter, dated March 28, 2018, is attached hereto as Exhibit 16.1.
(b) Engagement of New Independent Registered Public Accounting Firm
On March 22, 2018, the Audit Committee also appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, subject to a non-binding advisory ratification vote by the Company’s stockholders at the Company’s annual stockholder meeting (the “Annual Meeting”). During the fiscal years ended December 31, 2017 and 2016, respectively, and the subsequent interim period through March 22, 2018, neither the Company nor anyone acting on its behalf has consulted with Deloitte on any of the matters or events set forth in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibit.
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| Exhibit 16.1 | | Letter of PricewaterhouseCoopers LLP dated March 28, 2018 to the SEC regarding statements included in thisForm 8-K. |
