NCI BUILDING SYSTEMS, INC. (NYSE:NCS) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01 Change in Registrant’s Certifying Accountant.
Dismissal of previous independent registered public accounting firm:
On January 8, 2019, the Audit Committee of the Board of Directors (the “Audit Committee”) of NCI Building Systems, Inc. (the “Company”) approved the dismissal of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm.
The reports of EY on the Company’s consolidated financial statements as of October 28, 2018 and October 29, 2017 and for each of the three years in the period ended October 28, 2018, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During each of the three years in the period ended October 28, 2018 and the subsequent period through January 8, 2019, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S‑K) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to the satisfaction of EY, would have caused EY to make reference thereto in its reports on the consolidated financial statements for such fiscal years; and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S‑K).
The Company provided EY with a copy of this Current Report on Form 8‑K and requested that EY furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether EY agrees with the disclosures contained herein or, if not, stating the respects in which it does not agree. The Company has received the requested letter from EY and a copy of the letter, dated January 11, 2019, is filed as Exhibit 16.1 to this Current Report on Form 8‑K.
Engagement of new independent registered public accounting firm:
Following approval of the Audit Committee, on January 8, 2019, the Company engaged Grant Thornton LLP (“Grant Thornton”) to serve as the Company’s independent registered public accounting firm, effective immediately, for the transition period ended December 31, 2018 and the year ending December 31, 2019. The decision to change the Company’s principal independent accountants was the result of a competitive request for proposal process undertaken by the Company under the supervision of the Audit Committee.
During the fiscal years ended October 28, 2018 and October 29, 2017 and through the appointment of Grant Thornton on January 8, 2019, neither the Company nor anyone on its behalf consulted with Grant Thornton regarding:
(i)the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did Grant Thornton provide a written report or oral advice to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
(ii)any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S‑K and the related instructions), or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S‑K).
Item 9.01. Financial Statements and Exhibits.
NCI BUILDING SYSTEMS INC Exhibit
EX-16.1 2 exhibit161.htm EXHIBIT 16.1 Exhibit Exhibit 16.1January 11,…
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About NCI BUILDING SYSTEMS, INC. (NYSE:NCS)
NCI Building Systems, Inc. is a manufacturer and marketer of metal products for the non-residential construction industry. The Company operates through three segments: engineered building systems, metal components and metal coil coating. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim, insulated panels and other related accessories. The engineered building systems segment includes the manufacturing of main frames, Long Bay Systems, and engineering and drafting. It sells engineered building systems brand names: Metallic, Mid-West Steel, A & S, All American, Mesco, Star, Ceco, Robertson, Garco, Heritage and SteelBuilding.com. The Company operates approximately 40 manufacturing facilities in the United States, Mexico and China.