Item 4.01 Changes in Registrant's Certifying Accountant
The Audit Committee (the "Committee") of the Board of Directors of Tile Shop
Holdings, Inc. (the "Company") conducted a competitive selection process to
determine the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2023. The Committee invited several public
accounting firms to participate in this process, including Ernst & Young LLP
("E&Y"), the Company's independent registered public accounting firm for the
fiscal year ended December 31, 2022.
As a result of this process, following the review and evaluation of proposals
from participating firms, on May 25, 2023, the Committee engaged the appointment
of RSM US LLP as the Company's independent registered public accounting firm for
the fiscal years ending December 31, 2023, and December 31, 2024. On the same
date, the Committee approved the dismissal of E&Y as the Company's independent
registered public accounting firm. The Company has authorized E&Y to respond
fully to the inquiries of the successor auditors.
During the two fiscal years ended December 31, 2022, and the subsequent interim
period through May 25, 2023, there were: (i) no disagreements within the meaning
of Item 304(a)(1)(iv) of Regulation S-K between the Company and E&Y on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to E&Y's
satisfaction, would have caused E&Y to make reference thereto in their reports;
and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
The audit reports of E&Y on the Company's financial statements as of and for the
years ended December 31, 2022 and 2021 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
The Company provided E&Y with a copy of the foregoing disclosures and requested
that E&Y furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above disclosures.
A copy of the letter furnished pursuant to that request is attached as Exhibit
16.1 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2022 and 2021, and during the
subsequent interim period through May 25, 2023, neither the Company nor anyone
on its behalf has consulted with RSM US LLP regarding: (i) the application of
accounting principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided to the
Company that RSM US LLP concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing, or financial
reporting issue; (ii) any matter that was the subject of a disagreement within
the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related
instructions; or (iii) any reportable event within the meaning of Item
304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission, dated May 25, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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TILE SHOP HOLDINGS, INC. 