JOINT Corp 8-K, filed Mar 30, 2021
JOINT Corp (JYNT)
About this 8-K
JOINT Corp filed this 8-K on March 30, 2021, reporting on events of March 29, 2021.
Items reported
- Item 4.01: Change of auditor
- Item 9.01: Financial statements and exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01 Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal of Independent registered accounting firm |
On March 29, 2021, the Audit Committee of the Board of Directors (the “Board”) and the Board of The Joint Corp. (the “Company”) approved the dismissal of Plante & Moran, PLLC (“Plante Moran”) as its independent registered public accounting firm, effective immediately.
The audit reports of Plante Moran on the Company’s financial statements for the fiscal years ended December 31, 2020 and 2019 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 two most recent fiscal years ended December 31, 2020 and 2019 and through the subsequent interim period preceding Plante Moran’s dismissal, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and Plante Moran on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Plante Moran, would have caused it to make reference thereto in its reports on the Company’s financial statements for such fiscal years.
During the two most recent fiscal years ended December 31, 2020 and 2019 and through the subsequent interim period preceding Plante Moran’s dismissal, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in the Company’s internal control over financial reporting previously reported in Part II, Item 9A “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The material weakness related to ineffective information technology general controls (ITGCs) in the areas of user access, information security policies, and program change-management over certain information technology (IT) systems that support the Company’s financial reporting processes The material weakness was discussed with the Audit Committee of the Company, and the Company has authorized Plante Moran to respond fully to inquiries of the successor accountant concerning the material weakness.
The Company provided Plante Moran with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Plante Moran furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Plante Moran agrees with the statements related to them made by the Company in this report. A copy of Plante Moran's letter to the SEC dated March 30, 2021 is attached as Exhibit 16.1 to this report.
| (b) | Engagement of new independent registered accounting firm |
On March 29, 2021, the Audit Committee and the Board approved the appointment of BDO USA, LLP (“BDO”) as the Company's new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021. During the fiscal years ended December 31, 2020 and 2019, and during the subsequent interim period through March 29, 2021, neither the Company, nor anyone on its behalf, consulted BDO regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by BDO that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 16.1 | Letter from Plante & Moran, PLLC, dated as of March 30, 2021 | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 30, 2021.
| The Joint Corp. | ||
| By | /s/ Peter D. Holt | |
| Peter D. Holt | ||
| President and Chief Executive Officer | ||
Exhibit 16.1
 |
 |
March 30, 2021
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by The Joint Corp. and are in agreement with the statements contained in Item 4.01(a) therein, which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01(a) of Form 8-K of The Joint Corp. dated March 30, 2021. We have no basis to agree or disagree with other statements of the registrant contained therein.
| Very truly yours, | |
 | |
| Plante & Moran, PLLC | |
| Denver, Colorado |