Business Context and Reporting Period
This Form 8-K is a current report filed by United Insurance Holdings Corp. (formerly FMG Acquisition Corp.) on November 24, 2008, regarding events occurring on November 10, 2008. The filing amends and restates Item 4.01 of the Company's Form 10-Q filed on November 14, 2008. The report details a change in the Company's independent registered public accounting firm following a reverse acquisition and recapitalization completed on September 30, 2008, where United Insurance Holdings, L.C. (UIH) became the accounting acquirer.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the administrative change of the auditing firm and the procedural history of the merger.
Material Changes
- Change in Auditor: On November 10, 2008, the Board of Directors dismissed Rothstein Kass & Company (RKCO) as the independent registered public accounting firm.
- Engagement of New Auditor: DeMeo, Young, McGrath (DYM) was formally engaged as the independent registered public accounting firm for the fiscal year ending December 31, 2008.
- Scope of Review: DYM was engaged to complete a review of the Form 10-Q for the quarterly period ended September 30, 2008. This report will contain only the financial results of UIH, as the quarter ended on the day the reverse acquisition was completed.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors related to business performance. Regarding the auditor change:
- No Disagreements: There were no disagreements with the former auditor (RKCO) regarding accounting principles, financial statement disclosure, or auditing scope/procedures.
- No Reportable Events: No "reportable events" occurred between the firm's inception (May 22, 2007) and November 10, 2008.
- Clean Opinion: RKCO's report on FMG's financial statements for the fiscal year ended December 31, 2007, did not contain an adverse opinion, disclaimer, or qualification.
- Consultations: The Company did not consult with the new auditor (DYM) regarding any accounting principles, audit opinions, or reportable events during the relevant transition periods.
Investor Verification Checklist
- Verify the letter from Rothstein, Kass & Company (Exhibit 16.1) confirming no disagreements with the Company.
- Confirm the revised Form 10-Q for the period ended September 30, 2008, reflects only UIH's financial results as reviewed by DYM.
- Review the historical financial statements of UIH (audited by DYM for 2006 and 2007) to understand the accounting acquirer's baseline.
- Ensure the reverse acquisition accounting treatment is correctly applied in subsequent filings, treating UIH as the historical entity.