Business Context and Reporting Period
This Form 8-K is a current report filed by The Joint Corp. (JYNT) on March 29, 2021. The filing discloses a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance regarding the audit firm.
Material Changes
- Dismissal of Auditor: The Audit Committee and Board of Directors approved the immediate dismissal of Plante & Moran, PLLC as the independent registered public accounting firm.
- Appointment of New Auditor: BDO USA, LLP was appointed as the new independent registered public accounting firm, effective immediately, to perform audit services for the fiscal year ending December 31, 2021.
- Audit History: Plante & Moran's audit reports for fiscal years 2020 and 2019 were unqualified and did not contain adverse opinions or disclaimers.
- Disagreements: The company reported no disagreements with Plante & Moran regarding accounting principles, practices, or audit scope during the two most recent fiscal years or the interim period.
Outlook, Risks, and Contingencies
Reportable Events: The filing notes one reportable event: a material weakness in internal control over financial reporting previously disclosed in the 2019 Form 10-K. This weakness relates to ineffective information technology general controls (ITGCs) concerning user access, information security policies, and program change-management.
Successor Engagement: The company confirmed that no consultations were held with BDO USA, LLP regarding accounting principles or audit opinions prior to their engagement.
Investor Verification Checklist
- Verify the status of remediation efforts for the previously disclosed material weakness in IT general controls.
- Review the attached letter from Plante & Moran (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.
- Monitor future filings for the initial audit opinion from BDO USA, LLP for the fiscal year ending December 31, 2021.
- Confirm that no undisclosed disagreements or reportable events exist between the company and the former auditor.