Item 4.01.
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Changes in Registrant's Certifying Accountant.
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On January 12, 2017, the Audit Committee (the “Audit Committee”)
of the Board of Directors of the Company approved the dismissal of Ernst & Young LLP (“Ernst & Young”)
as the Company’s independent registered public accounting firm and accordingly the Company notified Ernst & Young of
such action effective as of January 12, 2017.
The dismissal of Ernst & Young as the Company’s independent
registered public accounting firm did not result from any dissatisfaction with the quality of professional services rendered by
Ernst & Young.
The audit reports of Ernst & Young on the Company’s
consolidated financial statements as of and for the two most recent fiscal years did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years, and
any subsequent interim period prior to termination of the client-auditor relationship with Ernst & Young on January
12, 2017, there were no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions) between the Company and Ernst & Young on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Ernst & Young, would have
caused Ernst & Young to make reference to the subject matter of such disagreements in their reports on the Company’s
consolidated financial statements with respect to such periods.
During the Company’s two most recent fiscal years, and
any subsequent interim period prior to termination of the client-auditor relationship with Ernst & Young on
January 12, 2017, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K
and the related instructions, except for the material weaknesses in the Company’s internal control over financial reporting
disclosed in its Form 10-K for the fiscal year ended December 31, 2014 (filed April 15, 2015), related to the design of controls
over proper timing and recognition of revenue and over the elements used in our analysis and evaluation of the allowance for doubtful
accounts to ensure that the allowance for doubtful accounts was reasonably stated. The ineffectiveness of these controls did not
result in an adjustment to the financial statements or a restatement of prior year financial statements. In response to the material
weaknesses, the Company’s management developed remediation plans to address the control deficiencies identified in 2014.
These remediation actions were implemented during 2015 and included enhancements that included (i) with respect to revenue recognition,
(a) a reconciliation of proof of delivery (fax confirmation) for invoiced and unbilled reports and (b) a review of error processing
queues, among other steps, and (ii) with respect to allowances for doubtful accounts, (a) a review of the payor and client accounts
receivable aging (b) review of write offs, (c) a review of current and historical payment trends and (d) a review of actual cash
collections and a hindsight analysis, among other steps. The Company’s management determined that these remediation actions
were effectively designed and demonstrated effective operation for a sufficient period of time to enable the Company’s management
to conclude that the 2014 material weaknesses were remediated as of December 31, 2015.
The Company provided Ernst & Young with a copy of the disclosures
it is making in this Form 8-K prior to the time this Form 8-K was filed with the SEC. The Company requested Ernst & Young to
furnish it a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with
the above statements. A copy of Ernst & Young’s letter, dated January 18, 2017, is filed as Exhibit 16.1 to this Form
8-K.
While the Company has not engaged a new independent registered
public accounting firm as of the date hereof, it has begun a search process to indentify Ernst & Young’s successors.
The Company will disclose its engagement of a new independent registered public accounting firm once the process has been completed
and as required by the SEC’s rules and regulations.
Certain statements in this Current Report
on Form 8-K constitute “forward-looking statements” of the Company within the meaning of the Private Securities Litigation
Reform Act of 1995, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be
materially different from any future results, performance or achievements expressed or implied by such statements. The known risks,
uncertainties and other factors affecting these forward-looking statements are described from time to time in the Company’s
filings with the SEC, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with
the SEC on April 14, 2016, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on
November 14, 2016. Any change in such factors, risks and uncertainties may cause the actual results, events and performance to
differ materially from those referred to in such statements. Accordingly, the Company claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all statements
contained in this Current Report on Form 8-K. All information in this Current Report on Form 8-K is as of the date of this report
and the Company does not undertake any duty to update this information, including any forward-looking statements, unless required
by law.