Item 4.01 Changes in Registrant’s Certifying Accountant
(a) Decision Not to Re-Appoint KPMG LLP
On April 2, 2018, The St. Joe Company (the “Company”) notified KPMG LLP (“KPMG”) of its decision not to re-appoint KPMG as the Company’s independent registered public accounting firm for the Company’s 2018 fiscal year. The Company’s decision not to re-appoint KPMG was approved by the Company’s Audit Committee of the Board of Directors on March 30, 2018.
During the two fiscal years ended December 31, 2017, and the subsequent interim period through March 30, 2018, there were no: (1) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference in connection with KPMG’s opinion to the subject matter of the disagreement, or (2) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of KPMG on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company has provided KPMG with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”). The Company requested KPMG to furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of KPMG’s letter, dated April 4, 2018, is attached hereto as Exhibit 16 to this Form 8-K.
(b) Engagement of Grant Thornton LLP
On March 30, 2018, the Audit Committee approved the engagement of Grant Thornton LLP, (“Grant Thornton,”) as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2018. The change will be effective upon Grant Thornton’s completion of its standard client acceptance process and execution of an engagement letter. The Company did not, nor did anyone on its behalf, consult Grant Thornton, during the Company’s two most recent fiscal years and any subsequent interim period prior to the Company’s engagement of that firm regarding the application of accounting principles to a specified transaction (completed or proposed), the type of audit opinion that might be rendered on the Company’s financial statements, any matter being the subject of disagreement or “reportable event” or any other matter as defined in Regulation S-K, Item 304 (a) (1) (iv) or (a) (1) (v).