Item 4.01. Change in
Registrants Certifying Accountant.
(a)
Dismissal of Independent Registered Public
Accountant
On August 11, 2017, the Board
of Directors of CalAmp Corp. (the Company) approved the dismissal of BDO USA,
LLP (BDO) as its independent registered accounting firm. The Board of
Directors determined that this change was warranted as a result of the Companys
continued growth since first engaging BDO on August 28, 2015.
The audit reports of BDO on
the Companys consolidated financial statements as of and for the fiscal years
ended February 29, 2016 and February 28, 2017, and the effectiveness of internal
control over financial reporting as of February 29, 2016 and February 28, 2017,
did not contain any adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two fiscal years
ended February 29, 2016 and February 28, 2017, and the subsequent interim period
through August 11, 2017, there were no disagreements (as described in Item
304(a)(1)(iv) of Regulation S-K) with BDO on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of BDO, would have
caused it to make reference to the subject matter of the disagreements in
connection with its reports on the consolidated financial statements for such
years, other than the following. In connection with the interim review for the
quarter ended November 30, 2016, BDO reported a disagreement with management
regarding the recognition of revenue in connection with certain sales made to
international licensees. The Company satisfactorily resolved the matter by
recording the adjustment which reduced revenue in the stated period.
The board of directors
discussed this matter with BDO. The Company has authorized BDO to respond fully
to the inquiries of the successor accountant regarding this matter. In addition,
during the two most recent fiscal years and the subsequent interim period
through August 11, 2017, there were no reportable events described under Item
304(a)(1)(v) of Regulation S-K.
The Company provided BDO with
a copy of this Current Report on Form 8-K prior to its filing with the
Securities and Exchange Commission (the SEC) and requested that BDO furnish a
letter addressed to the SEC stating whether or not BDO agrees with the
statements noted above. A copy of the responsive letter, dated August 15, 2017,
from BDO is attached hereto as Exhibit 16.1.
(b)
Newly Appointed Independent Registered Public
Accountant
On August 11, 2017, the Board
of Directors appointed Deloitte & Touche LLP (Deloitte) as the Companys
independent registered public accounting firm to audit the Companys financial
statements for the year ended February 28, 2018 and the effectiveness of
internal control over financial reporting as of February 28, 2018.
During the Companys two most
recent fiscal years and the subsequent interim period through August 11, 2017,
neither the Company, nor anyone on its behalf, consulted Deloitte regarding
either: (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, or the effectiveness of internal
control over financial reporting, where either a written report or oral advice
was provided to the Company that Deloitte 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 described in Item 304(a)(1)(v) of
Regulation S-K.