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This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected
Deloitte as the Company’s independent registered public
accounting firm for the fiscal year ending September 30,
2008. Deloitte has served as the Company’s independent
registered public accounting firm since December 17, 2004.
A representative of Deloitte is expected to be present at the
Annual Meeting to respond to appropriate questions and to make a
statement if he or she so desires.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2006. INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected
Deloitte as the Company’s independent registered public
accounting firm for the fiscal year ending September 30,
2007 (the “2007 fiscal year”). As explained below,
Deloitte has served as the Company’s independent registered
public accounting firm since December 17, 2004.
A representative of Deloitte is expected to be present at the
Annual Meeting to respond to appropriate questions and to make
such statement as
he/she may
desire.
PricewaterhouseCoopers LLP served as the Company’s
independent registered public accounting firm for the
Company’s fiscal year ended September 30, 2004, and in
that capacity, rendered a report on the Company’s
consolidated financial statements as of and for the fiscal year
ended September 30, 2004.
At a meeting held on December 2, 2004, the Audit Committee
of the Board of Directors dismissed PricewaterhouseCoopers LLP
as the Company’s independent registered public accounting
firm and approved the engagement of Deloitte as the
Company’s independent registered public accounting firm.
Deloitte accepted the engagement as the Company’s
independent registered public accounting firm effective as of
December 17, 2004.
The reports of PricewaterhouseCoopers LLP on the Company’s
consolidated financial statements for each of the fiscal years
ended September 30, 2004 and 2003 did not contain an
adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Company’s fiscal years ended September 30,
2004 and 2003, and the subsequent interim period from
October 1, 2004 through December 2, 2004,
(a) there were no disagreements between the
Table of Contents
Company and PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not
resolved to PricewaterhouseCoopers LLP’s satisfaction,
would have caused PricewaterhouseCoopers LLP to make reference
to the subject matter in connection with PricewaterhouseCoopers
LLP’s reports on the Company’s consolidated financial
statements for such years; and (b) there were no reportable
events as defined in Item 304(a)(1)(v) of SEC
Regulation S-K,
except for the open consultation discussed below.
As of the date of PricewaterhouseCoopers LLP’s dismissal as
the Company’s independent registered public accounting
firm, PricewaterhouseCoopers LLP and the Company had an open
consultation regarding the appropriate accounting treatment for
an approximately $3.0 million liability resulting from a
bonus pool related to an acquisition made during the first
quarter of the Company’s 2005 fiscal year. At the time of
their dismissal, PricewaterhouseCoopers LLP did not have
sufficient information to reach a conclusion on the appropriate
accounting for this matter. Since this matter was not resolved
prior to PricewaterhouseCoopers LLP’s dismissal, this
matter was considered a reportable event under
Item 304(a)(1)(v)(D) of SEC
Regulation S-K.
Based on a thorough review of the facts and circumstances, and
relevant accounting literature regarding this matter, the
Company determined that this liability should be recorded on the
opening balance sheet of Smith &
Hawken®.
This liability was based on an incentive agreement between the
prior owners of Smith &
Hawken®
and their employees, whereby a portion of the purchase price was
to be paid to the employees upon the sale of the business. No
post-sale service was required in order for the employees to
earn this bonus; therefore, this was considered a liability
assumed by the Company as of the purchase date and not an
expense related to post-acquisition service.
The Company requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the SEC stating whether or not it
agreed with the above statements regarding
PricewaterhouseCoopers LLP. A copy of such letter, dated
December 17, 2004, stating its agreement with such
statements was filed as an exhibit to the Company’s Current
Report on
Form 8-K/A
filed with the SEC on December 17, 2004.
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