Current Report Filing (8-k)
April 13 2016 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 8, 2016
Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33816
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26-0287117
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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14624 N. Scottsdale Road, Suite #300, Scottsdale, Arizona
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85254
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (602) 903-7802
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (
see
General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 4.01.
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Changes in Registrants Certifying Accountant.
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KPMG LLP (KPMG) was previously the
principal accountants for Nuverra Environmental Solutions, Inc. (the Company). On and effective as of April 8, 2016, the Audit Committee of the Board of Directors of the Company dismissed KPMG as the Companys independent registered
public accounting firm and approved the appointment of Hein & Associates LLP (Hein) to serve as the Companys independent registered public accounting firm for fiscal year 2016.
During the years ended December 31, 2015 and 2014, and during the subsequent interim period through April 8, 2016, there were no (1) disagreements between the
Company and KPMG 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 KPMG, would have caused KPMG to make reference thereto
in their reports on the Companys financial statements for those periods, or (2) reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The audit reports of KPMG on the consolidated financial statements of the Company and subsidiaries as of and for the years ended December 31, 2015 and 2014
did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:
KPMGs report on the consolidated financial statements of the Company as of and for the years ended December 31, 2015 and 2014, contained a separate
paragraph stating that As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring losses from operations and has limited cash resources, which raise substantial doubt about its ability to continue as a
going concern. Managements plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company provided KPMG with a copy of the disclosures in this Current Report on Form 8-K prior to the time this Form 8-K was filed with Securities and
Exchange Commission (the SEC). The Company requested that KPMG furnish it a letter addressed to the SEC stating whether it agreed with the above disclosures and, if not, stating the respects in which it did not agree. A copy of the
letter, dated April 13, 2016, is attached hereto as Exhibit 16.1.
During the fiscal years ended December 31, 2015 and 2014, and the subsequent interim
period through April 8, 2016, the Company did not consult with Hein 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
Companys consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Hein concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or
financial reporting issue; (ii) any matter subject to disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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16.1
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Letter from KPMG LLP, dated April 13, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
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Date: April 13, 2016
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By:
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/s/ Joseph M. Crabb
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Name: Joseph M. Crabb
Title: Executive Vice
President and Chief Legal Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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16.1
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Letter from KPMG LLP, dated April 13, 2016
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