Business Context and Reporting Period
This Form 8-K is filed by The Rubicon Project, Inc. (now known as Magnite, Inc.) on August 17, 2018. The report addresses a change in the company's independent registered public accounting firm for the fiscal year ending December 31, 2018. The company is classified as an emerging growth company.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. Consequently, there are no values provided for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Dismissal of Auditor: The Audit Committee dismissed PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm effective August 17, 2018.
- Engagement of New Auditor: The Audit Committee appointed Deloitte & Touche LLP (Deloitte) as the new independent registered public accounting firm effective immediately on August 17, 2018.
- Scope of New Engagement: Deloitte will perform the review of the interim quarterly period ending September 30, 2018.
Management Commentary, Risks, and Contingencies
The Audit Committee conducted a competitive review process to select the new firm. The filing explicitly states that:
- There were no disagreements between the Company and PwC regarding accounting principles, practices, financial statement disclosure, or auditing scope/procedures during the fiscal years ended December 31, 2017 and 2016, or the interim period through August 17, 2018.
- There were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K during the same periods.
- PwC's audit reports for 2016 and 2017 did not contain adverse opinions, disclaimers, or qualifications.
- The Company has not consulted with Deloitte on any matters that would require disclosure under Item 304(a)(2) of Regulation S-K.
Stockholders will be asked to ratify the selection of Deloitte at the annual meeting on October 24, 2018.
Investor Verification Checklist
- Verify the ratification of Deloitte & Touche LLP at the annual stockholder meeting on October 24, 2018.
- Review the attached letter from PwC (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Monitor future quarterly filings to assess the transition of audit responsibilities to Deloitte for the period ending September 30, 2018.