Business Context and Reporting Period
Company: Red Robin Gourmet Burgers, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 4, 2021
Reporting Period: The filing addresses events occurring on March 4, 2021, regarding the fiscal year ending December 26, 2021.
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 a change in the company's independent registered public accounting firm.
Material Changes
The primary material change reported is the replacement of the company's external auditor:
- Dismissal: KPMG LLP, which served as the independent registered public accounting firm since 2015, was dismissed on March 4, 2021.
- Engagement: Deloitte & Touche LLP was engaged as the new independent registered public accounting firm for the fiscal year ending December 26, 2021, effective March 4, 2021.
- Process: The Audit Committee conducted a competitive process to select the new firm.
Management Commentary, Risks, and Contingencies
Audit History and Disagreements:
- KPMG's audit reports for the fiscal years ended December 27, 2020, and December 29, 2019, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.
- The only modification in KPMG's reports was a separate paragraph noting the adoption of Accounting Standards Update No. 2016-02 (Leases) effective December 31, 2018.
- There were no disagreements with KPMG on accounting principles, practices, or auditing scope during the two most recent fiscal years or the interim period through March 4, 2021.
- There were no "reportable events" as defined by Regulation S-K during the relevant periods.
Consultation with New Auditor:
- The Company did not consult Deloitte regarding the application of accounting principles or the type of audit opinion prior to engagement.
- No written reports or oral advice were provided by Deloitte that were considered important factors in reaching decisions on accounting or auditing issues.
Important Facts for Investor Verification
- Verify the completion of Deloitte's standard client acceptance procedures and the execution of the engagement letter (signed March 8, 2021).
- Review the letter from KPMG LLP (Exhibit 16.1) to confirm their agreement with the disclosures regarding the dismissal.
- Monitor future filings for the first financial statements audited by Deloitte for the fiscal year ending December 26, 2021.
- Note that the change in auditor was the result of a competitive process and not due to any reported disagreements or reportable events.