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| WLB > SEC Filings for WLB > Form 8-K/A on 23-Mar-2009 | All Recent SEC Filings |
23-Mar-2009
Changes in Registrant's Certifying Accountant, Financial Statements and Ex
(a) Dismissal of independent registered public accounting firm.
On January 6, 2009, the Audit Committee of the Company notified KPMG upon completion of the 2008 audit engagement and the filing of the Company's Annual Report on Form 10-K for the year ending December 31, 2008, KPMG will be dismissed as the Company's independent registered public accounting firm. The decision to change accounting firms was approved by the Company's Audit Committee. On March 13, 2009, KPMG completed its audit services for the Company for the fiscal year ended December 31, 2008.
During the years ended December 31, 2008 and 2007 and the subsequent period through the date of this filing, the Company had 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 their opinion to the subject matter of the disagreement, or (2) reportable events, except as described below. Management of the Company has authorized KPMG to respond fully to the inquiries of the new independent registered public accounting firm regarding all matters.
KPMG's reports on the Company's consolidated financial statements as of and for the years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:
The audit report of KPMG on the consolidated financial statements of the Company and subsidiaries as of and for the year ended December 31, 2008 contained a separate paragraph that stated that "The consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, has a working capital deficit, and has a net capital deficiency that raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty."
The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2008 did not contain any adverse opinion or disclaimer of opinion, nor was it 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, 2007 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that KPMG's report indicated that the Company did not maintain effective internal control over financial reporting as of December 31, 2007 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contained an explanatory paragraph that stated that:
"Management identified and included in its assessment material weaknesses related to electronic spreadsheets that impact the Company's financial reporting, census data used to calculate postretirement medical benefit obligations, and the accounting for one of the Company's stock based compensation plans."
The Company has requested that KPMG furnish it with a letter addressed to the Commission stating whether or not it agrees with the above statements. A copy of KPMG's letter, dated March 16, 2009, is filed as Exhibit 16.1 to this Form 8-K/A.
(b) New independent registered public accounting firm.
On January 8, 2009, the Audit Committee engaged Ernst & Young LLP ("E&Y") as the Company's new independent registered public accounting firm beginning with fiscal year 2009, and to perform procedures related to the financial statements to be included in the Company's quarterly report on Form 10-Q, beginning with, and including, the quarter ending March 31, 2009. The Company has not consulted with E&Y during its two most recent fiscal years ended December 31, 2007 and December 31, 2008, or during any subsequent period prior to its appointment as the Company's auditor with respect to any of the matters or events listed in Regulation S-K 304(a)(2)(i)and (ii).
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