Business Context and Reporting Period
This Form 8-K Current Report was filed by Genie Energy Ltd. on July 29, 2013. The filing addresses a material change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance regarding the external auditor.
Material Changes
- Dismissal of Prior Auditor: Genie Energy Ltd. dismissed Grant Thornton LLP ("GT") as its independent registered public accounting firm, effective immediately on July 29, 2013.
- Appointment of New Auditor: The company appointed BDO USA, LLP ("BDO") to serve as the independent registered public accounting firm for the remainder of 2013 and to audit the 2013 financial statements.
- Audit Committee Approval: Both the dismissal of GT and the engagement of BDO were approved by the Registrant's Audit Committee of the Board of Directors.
Management Commentary, Risks, and Contingencies
Audit History and Disagreements: The company reported no disagreements with Grant Thornton LLP regarding accounting principles, financial statement disclosures, or auditing scope/procedures during the years ended December 31, 2012 and 2011, or the interim period through July 29, 2013. Additionally, no "reportable events" as defined in Regulation S-K Item 304(a)(1)(v) occurred during these periods.
Previous Audit Opinions: Grant Thornton's reports on the consolidated financial statements for the periods ended December 31, 2012 and 2011 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles. The reports did, however, refer to the work of other auditors regarding American Shale Oil, LLC, an equity method investee.
Consultation with New Auditor: The company confirmed it did not consult BDO USA, LLP regarding any matters listed in Regulation S-K Item 304(a)(2) during the two most recent fiscal years or the subsequent interim period.
Investor Verification Checklist
- Verify the letter from Grant Thornton LLP to the SEC confirming agreement with the company's disclosures regarding the dismissal.
- Review the competitive bidding process documentation for the selection of BDO USA, LLP.
- Monitor the upcoming 2013 financial statement audit report issued by BDO USA, LLP for any new qualifications or emphasis of matter.
- Confirm the status of the audit for American Shale Oil, LLC, which was previously audited by a different firm.