Business Context and Reporting Period
This Form 8-K is filed by A-Mark Precious Metals, Inc. (not Gold.Com, Inc.) with a report date of February 20, 2014, and a filing date of February 25, 2014. The filing addresses a change in the company's principal certifying accountant.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and auditing matters.
Material Changes
- Accountant Dismissal: KPMG LLP was dismissed as the principal accountant on February 20, 2014.
- New Appointment: BDO USA, LLP was engaged as the new principal accountant on the same date.
- Approval: The change was approved by the Board of Directors.
- Historical Context: BDO USA, LLP previously served as the principal accountant for fiscal years ended June 30, 2007 through June 30, 2012.
Management Commentary, Risks, and Contingencies
- Material Weakness Identified: KPMG LLP advised A-Mark that it had identified a material weakness involving inadequate and insufficient accounting and financial resources to enable timely and reliable financial reporting.
- No Disagreements: There were no disagreements with KPMG LLP regarding accounting principles, practices, financial statement disclosure, or auditing scope/procedures during the fiscal year ended June 30, 2013, or the interim period through February 20, 2014.
- Audit Opinion Status: The KPMG audit report for the year ended June 30, 2013, did not contain an adverse opinion, disclaimer of opinion, or qualification regarding uncertainty, audit scope, or accounting principles.
- Consultation: BDO USA, LLP was not consulted regarding accounting principles or potential audit opinions during the relevant periods prior to their re-engagement.
Investor Verification Checklist
- Verify the specific nature and remediation plan for the "material weakness" in accounting resources identified by KPMG.
- Confirm the transition timeline and scope of work for BDO USA, LLP as the new auditor.
- Review the attached Exhibit 16 (letter from KPMG LLP) for any additional details on the dismissal.
- Check subsequent filings for any impact of the accounting resource issues on future financial reporting reliability.