Business Context and Reporting Period
This Form 8-K is a current report filed by RumbleOn, Inc. (formerly Ridenow Group, Inc.) on May 24, 2022. The filing primarily addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity figures. It is a disclosure regarding auditor changes and does not include financial performance data for the reporting period.
Material Changes
- Re-engagement of Grant Thornton LLP: The Audit Committee re-engaged Grant Thornton LLP as the independent registered public accounting firm, effective May 26, 2022. Grant Thornton previously served the company from November 19, 2019, to June 29, 2021.
- Departure of Dixon Hughes Goodman LLP: Dixon Hughes Goodman LLP will not stand for reappointment as the independent accountant. Their engagement period was from June 29, 2021, to May 24, 2022.
- Audit Opinions:
- Grant Thornton's reports for 2019 and 2020 did not contain adverse opinions. The 2019 report included an explanatory paragraph regarding the company's ability to continue as a going concern.
- Dixon Hughes' report for the year ended December 31, 2021, did not contain an adverse opinion on the financial statements but did issue an adverse opinion on the effectiveness of the company's internal control over financial reporting.
- Disagreements: The company reported no disagreements or reportable events with either firm regarding accounting principles or practices, except for the previously disclosed material weaknesses in internal controls noted by Dixon Hughes.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary on future business strategy. The primary risk disclosed is the material weakness in internal control over financial reporting as of December 31, 2021, which resulted in an adverse opinion from the outgoing auditor, Dixon Hughes.
Investor Verification Checklist
- Verify the status of remediation efforts for the material weaknesses in internal controls over financial reporting identified by Dixon Hughes.
- Review the attached letter from Dixon Hughes Goodman LLP (Exhibit 16.1) to confirm their agreement with the disclosures regarding the change in accountant.
- Monitor future filings (e.g., 10-Q or 10-K) for the first financial statements audited by the re-engaged Grant Thornton LLP.
- Confirm if the "going concern" qualification noted in the 2019 audit by Grant Thornton has been resolved in subsequent periods.