Business Context and Reporting Period
This Form 8-K was filed by Orion Engineered Carbons S.A. on February 18, 2021. The report details a change in the registrant's certifying accountant, effective upon the filing of the Company's Form 10-K for the fiscal year ended December 31, 2020.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly a disclosure regarding the resignation and appointment of independent registered public accounting firms.
Material Changes
- Resignation: The Company accepted the resignation of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft ("EY GmbH") as its independent registered public accounting firm for all matters not required by Luxembourg law.
- Appointment: The Company appointed Ernst & Young LLP ("EY LLP"), a U.S.-based affiliate of EY GmbH, as the new independent registered public accounting firm for the fiscal year ended December 31, 2021.
- Rationale: The change was made to align the Company's audit services with other non-audit services provided by EY LLP in the United States.
Guidance, Outlook, and Risks
Management Commentary: The Board of Directors approved the change to streamline audit services. The appointment of EY LLP is subject to ratification by shareholders at the upcoming Annual General Meeting.
Disagreements and Reportable Events: The Company confirmed there were no disagreements with EY GmbH regarding accounting principles, financial statement disclosure, or auditing scope during the two most recent fiscal years. No "reportable events" occurred. Similarly, no consultations regarding accounting principles or disagreements occurred with EY LLP prior to its appointment.
Continuity: EY GmbH will continue to provide permissible tax, attestation, and related services for the Company and its subsidiaries.
Investor Verification Checklist
- Verify the effective date of the auditor change coincides with the filing of the 2020 Form 10-K.
- Confirm shareholder ratification of EY LLP at the upcoming Annual General Meeting.
- Review Exhibit 16.1 for the letter from EY GmbH confirming their agreement with the Company's disclosures.
- Note that EY GmbH remains engaged for tax and attestation services despite resigning as the primary auditor for non-Luxembourg matters.