Business Context and Reporting Period
This Form 8-K Current Report is filed by Lineage, Inc. (NYSE: LINE) on April 1, 2025. The report discloses a change in the Company's independent registered public accounting firm effective following the filing of the Form 10-Q for the quarter ended March 31, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance regarding the audit firm.
Material Changes
- Dismissal of KPMG LLP: The Audit Committee approved the dismissal of KPMG LLP as the independent registered public accounting firm.
- Appointment of PwC: The Audit Committee approved the selection of PricewaterhouseCoopers LLP (PwC) as the new independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to standard client acceptance procedures.
- Audit History: KPMG's audit reports for fiscal years 2023 and 2024 were unqualified and did not contain adverse opinions or disclaimers.
Management Commentary, Risks, and Contingencies
- Disagreements: The Company reported no disagreements with KPMG regarding accounting principles, practices, or auditing scope during the relevant periods.
- Reportable Events: No reportable events occurred except for a previously disclosed material weakness in internal controls over financial reporting as of December 31, 2023. This weakness related to the failure to timely complete risk assessments and implement controls.
- Remediation: The material weakness was remediated as of December 31, 2024, as reported in the Company's 2024 Form 10-K.
- Consultations: The Company had no prior consultations with PwC regarding accounting principles or reportable events prior to their selection.
Investor Verification Checklist
- Verify the effective date of the transition from KPMG to PwC relative to the upcoming Q1 2025 Form 10-Q filing.
- Confirm the status of the remediation of the 2023 material weakness in the most recent 10-K filing.
- Review the letter from KPMG (Exhibit 16.1) to ensure they agree with the Company's statements regarding the dismissal.
- Monitor future filings for any new disclosures regarding the transition of audit responsibilities.