Section 4 – Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
Item 4.01(a)—Dismissal of Auditor
The Audit Committee of the Board of Directors of Ampco-Pittsburgh Corporation (the “Registrant” or the “Corporation”), in connection with carrying out its appointed duties and responsibilities, conducted a comprehensive, competitive process to determine the Corporation’s independent registered public accounting firm for the Corporation’s 2020 fiscal year. As a result of this process, on March 4, 2020, the Audit Committee of the Corporation approved the dismissal of Deloitte & Touche LLP (“D&T”) as the Corporation’s independent registered public accounting firm, effective as of the date of D&T’s completion of its audit services for the fiscal year ended December 31, 2019, and the filing of the Corporation’s Annual Report on Form10-K.
Since 1999, D&T has audited our consolidated financial statements, including our consolidated balance sheets as of December 31, 2018, and 2017, and our related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). The audit reports of D&T on our consolidated financial statements for the periods stated above 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, 2018, and 2017, and the subsequent interim period through March 4, 2020, there were (1) no disagreements with D&T 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 D&T, would have caused D&T to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of RegulationS-K.
We furnished D&T with a copy of this disclosure on March 4, 2020, providing D&T with the opportunity to furnish the Corporation with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item 304(a) of RegulationS-K and, if not, stating the respect in which it does not agree. A copy of D&T’s letter to the SEC is filed as Exhibit 16.1 to this Report.
Item 4.01(b)—Engagement of Auditor
On March 10, 2020, the Registrant engaged BDO USA LLP (“BDO”) as its new independent registered public accounting firm beginning with the period ending December 31, 2020. The change in the Registrant’s independent registered public accounting firm was approved by the Audit Committee of the Corporation. During the most recent fiscal year and through the date of this Current Report, neither the Registrant nor anyone on its behalf consulted with BDO regarding any of the following:
| (i) | The application of accounting principles to a specific transaction, either completed or proposed; |
| (ii) | The type of audit opinion that might be rendered on the Registrant’s consolidated financial statements, and none of the following was provided to the Registrant: |
| | (b) | oral advice that BDO concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or |
| (iii) | Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of RegulationS-K, or a reportable event, as described in Item 304(a)(1)(v) of RegulationS-K. |
