AUDIT FEES AND SERVICES
Changes in Independent Registered Public Accounting Firms
The Audit Committee conducted a comprehensive, competitive process to determine the Companys independent registered public accounting firm for the year ending December 31, 2016. The Audit
Committee considered a number of registered public accounting firms, and narrowed that group down to two firms, including Baker Tilly Virchow Krause, LLP, the Companys then-current independent registered public accounting firm. As a result of
this process, effective March 24, 2016, the Audit Committee approved the engagement of Schneider Downs & Co., Inc. as the Companys independent registered public accounting firm for the year ending December 31, 2016, and
dismissed Baker Tilly Virchow Krause, LLP from that role. Baker Tilly Virchow Krause, LLPs reports on the Companys consolidated financial statements as of and for the years ended December 31, 2015 and 2014, did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as to the uncertainty, audit scope or accounting principles.
During the years ended December 31, 2015 and 2014, and the subsequent interim period through March 24, 2016, there were (i) no disagreements as that term is defined in
Item 304(a)(1)(iv) of the SECs Regulation
S-K,
between the Company and Baker Tilly Virchow Krause, LLP on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, any of which that, if not resolved to Baker Tilly Virchow Krause, LLPs satisfaction, would have caused Baker Tilly Virchow Krause, LLP to make reference to the subject matter of any such disagreement in connection
with its reports for such years and interim period and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of the SECs Regulation
S-K
during the years ended December 31, 2015
and 2014 and the subsequent interim period, except for the material weaknesses in internal control over financial reporting disclosed in the Companys Annual Reports on Form
10-K
for the years ended
December 31, 2015 and December 31, 2014. These material weaknesses were discussed by the Companys management and the Audit Committee with Baker Tilly Virchow Krause, LLP. The Audit Committee authorized Baker Tilly Virchow Krause, LLP
to respond fully to the inquiries of Schneider Downs & Co., Inc., the Companys new independent registered public accounting firm, concerning these material weaknesses.
On March 25, 2016, the Company filed a Current Report on Form
8-K
disclosing the appointment
of Schneider Downs & Co., Inc. as its new independent registered public accounting firm and the related dismissal of Baker Tilly Virchow Krause, LLP from that role. The Company provided Baker Tilly Virchow Krause, LLP with a copy of the
disclosures in the Current Report on Form
8-K
prior to the time that it was filed with the SEC, and requested that Baker Tilly Virchow Krause, LLP furnish a letter addressed to the SEC stating whether or not
it agrees with the statements made therein. A copy of Baker Tilly Virchow Krause, LLPs letter dated March 25, 2016 was attached as Exhibit 16.1 to that report.
Prior to engaging Schneider Downs & Co., Inc. on March 24, 2016, neither the Company nor anyone on its behalf consulted with Schneider Downs & Co., Inc. regarding (i) the
application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Companys financial statements and neither a written report nor oral advice was provided to
the Company that Schneider Downs & Co., Inc. concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a
disagreement within the meaning of Item 304(a)(1)(iv) of the SECs Regulation
S-K,
or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of the SECs Regulation
S-K.
Schneider Downs & Co., Inc.s report on the Companys consolidated
financial statements as of and for the years ended December 31, 2017 and December 31, 2016, included in the Companys Annual Reports on Form
10-K
for the years ended December 31, 2017 and
December 31, 2016, respectively, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to the uncertainty, audit scope or accounting principles.
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