Item 4.01 Changes in Registrant's Certifying Accountant.
On September 29, 2009, the Board of Directors (the "Board") of
BearingPoint, Inc. (the "Company") determined that, effective as of
September 29, 2009, following the completion of the filing of the Company's
Form 8 with the appropriate Japanese authorities, the Company would no longer
require the services (which would include services with respect to the Company's
401(k) Plan (the "Plan"), which was terminated effective as of September 30,
2009) of its independent registered public accounting firm, Ernst & Young LLP
("Ernst & Young"). As a result, Ernst & Young notified the Company on
September 29, 2009 that it resigned as the Company's and the Plan's independent
registered public accounting firm.
As previously disclosed, the Company has adopted a "modified reporting"
program with respect to its reporting obligations under the federal securities
laws. On February 18, 2009, the Company along with certain of its subsidiaries
based in the United States filed voluntary petitions for relief under chapter 11
of title 11 of the United States Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the Southern District of New York (the "Court"). The
Company is preparing for the Court, pursuant to the Bankruptcy Code, monthly
operating reports which are filed as a matter of public record and include
financial disclosures. The financial disclosures in such monthly operating
reports are not required to be audited. The Company continues to file under
cover of Form 8-K copies of the monthly financial reports that are required to
be filed with the Court in lieu of continuing to file quarterly and annual
reports under Section 13(a) of the Securities Exchange Act of 1934, as amended.
In addition, the Company has completed the sale of substantially all of its
businesses and assets to a number of parties and is pursuing the sale of its
remaining businesses and assets. These sale transactions will result in
modification of the plan of reorganization filed with the Bankruptcy Court on
February 18, 2009, and in the liquidation of the Company's business and the
Company ceasing to operate as a going concern.
Because the Company has adopted "modified reporting" and due to the
proposed liquidation of the Company's business and the termination of the Plan,
the Board determined that the services of an independent registered public
accounting firm will no longer be needed.
During the Company's fiscal years ended December 31, 2007 and December 31,
2008, and through September 29, 2009, there were no disagreements between the
Company and Ernst & Young on any matter of accounting principle or practice,
financial statement disclosure, or auditing scope or procedure that, if not
resolved to Ernst & Young's satisfaction, would have caused it to make reference
to the matter in connection with its report on the Company's consolidated
financial statements for the relevant year, and there were no reportable events
as defined in Item 304(a)(1)(v) of Regulation S-K, except that the Company
disclosed that material weaknesses existed in its internal control over
financial reporting for fiscal years 2007 and 2008. The material weaknesses
identified are discussed in Item 9A of the Company's Annual Reports on Form 10-K
for the years ended December 31, 2007 and December 31, 2008. The Company has
authorized Ernst & Young to respond fully to any inquiries of its successor, if
any, concerning the material weaknesses.
Ernst & Young's audit reports on the Company's consolidated financial
statements for the fiscal years ended December 31, 2007 and December 31, 2008
did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
Ernst & Young did, however, note in its report on the consolidated financial
statements for the fiscal year ended December 31, 2008 that the financial
statements were prepared assuming that the Company would continue as a going
concern and that
uncertainties inherent in the bankruptcy process raise substantial doubt about
the Company's ability to continue as a going concern.
During the Plan's fiscal years ended December 31, 2007 and December 31,
2008, and through September 29, 2009, there were no disagreements with Ernst &
Young on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure with respect to the Plan that, if not
resolved to Ernst & Young's satisfaction, would have caused it to make reference
to the matter in connection with its report on the Plan's consolidated financial
statements for the relevant year, and there were no reportable events as defined
in Item 304(a)(1)(v) of Regulation S-K. Furthermore, Ernst & Young's audit
reports on the Plan's consolidated financial statements for the fiscal years
ended December 31, 2007 and December 31, 2008 did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
The Company has furnished a copy of the above disclosures to Ernst & Young
and requested that Ernst & Young provide a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made
above. A copy of such letter from Ernst & Young is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
16.1 Letter dated September 29, 2009, from Ernst & Young LLP to the Securities
and Exchange Commission.
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