Rimini Street, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on October 18, 2017, regarding events occurring on October 16, 2017. Rimini Street, Inc. (the "Company") is a Delaware corporation that acquired Rimini Street, Inc. ("RSI"), a Nevada corporation, on October 10, 2017. RSI is considered the accounting acquirer in this transaction.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a corporate governance change regarding the independent registered public accounting firm.
Material Changes
The primary material change reported is the replacement of the Company's independent registered public accounting firm:
- Outgoing Auditor: Marcum LLP served as the auditor from the Company's inception (January 28, 2015) through October 18, 2017. Their tenure covered the year ended December 31, 2016, and the nine months ended September 30, 2017.
- Incoming Auditor: The Audit Committee approved the appointment of KPMG LLP, effective October 18, 2017. KPMG previously served as the auditor for RSI (the acquired entity).
- Audit History: Marcum's audit reports for the periods covered did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.
Management Commentary and Risks
Management confirmed that there were no "disagreements" with Marcum on accounting principles, financial statement disclosures, or auditing scope/procedures during their tenure. Additionally, no "reportable events" occurred as defined by Regulation S-K. The Company stated that no consultations were held with KPMG regarding accounting principles or audit opinions prior to their appointment. Marcum LLP has provided a letter to the SEC (Exhibit 16.1) confirming their agreement with these statements.
Investor Verification Checklist
- Verify the effective date of the auditor change (October 18, 2017) and the transition from Marcum LLP to KPMG LLP.
- Review Exhibit 16.1 (Letter from Marcum LLP) to confirm the absence of disagreements or reportable events.
- Confirm the accounting treatment of the October 10, 2017 acquisition of RSI, noting RSI is the accounting acquirer.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.