Business Context and Reporting Period
This Form 8-K is a current report filed by Bankwell Financial Group, Inc. on April 7, 2017. The filing addresses a corporate governance matter regarding the change of the company's independent registered public accounting firm for the fiscal year ending December 31, 2017.
Key Financial Metrics
The filing text does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on the appointment of a new auditor and the dismissal of the previous one.
Material Changes
- Change in Certifying Accountant: The Audit Committee approved the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017.
- Dismissal of Prior Auditor: This action effectively dismissed Whittlesey & Hadley, P.C. (W&H) as the independent registered public accounting firm subsequent to their first-quarter 2017 review.
- Audit History: Reports by W&H for fiscal years 2015 and 2016 contained no adverse opinions, disclaimers, or qualifications. There were no disagreements regarding accounting principles, practices, or auditing scope during those periods.
Guidance, Outlook, and Risks
Contingency: The engagement of RSM US LLP is contingent upon the completion of their standard client acceptance procedures. If RSM does not accept retention, the company will amend the report.
Independence: The Audit Committee reviewed auditor independence and concluded that RSM has no commercial relationship with the Company that would impair its independence.
Consultations: The Company confirmed that neither it nor anyone acting on its behalf consulted with RSM on matters described in Item 304(a)(2) of Regulation S-K during the relevant periods.
Investor Verification Checklist
- Verify the completion of RSM US LLP's client acceptance procedures to confirm the finalization of the appointment.
- Review the letter from Whittlesey & Hadley, P.C. (Exhibit 16.1) to confirm their agreement with the Company's disclosures regarding the change.
- Monitor future filings for any amendments if RSM declines the engagement.