Business Context and Reporting Period
This Form 8-K was filed by Tiptree Inc. on April 20, 2017. The report details a change in the company's independent registered public accounting firm following the completion of the 2016 audit.
Key Financial Metrics
The filing 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 external auditor.
Material Changes
- Dismissal of Auditor: The Audit Committee decided to dismiss KPMG LLP, effective upon the completion of their review of the consolidated financial statements for the three-month period ended March 31, 2017.
- Appointment of New Auditor: Deloitte & Touche LLP was appointed as the independent registered public accounting firm for the fiscal year ending December 31, 2017.
- Audit History: KPMG's reports for 2015 and 2016 did not contain adverse opinions. However, the 2015 report included a separate paragraph regarding the early adoption of ASU 2015-02 (deconsolidation of collateralized loan obligations) and noted material weaknesses in internal controls over financial reporting.
- Disagreements: There were no disagreements with KPMG regarding accounting principles, practices, or auditing scope during the two fiscal years ended December 31, 2016, or the interim period through April 20, 2017.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on business outlook, or new risk factors. The primary contingency noted is the requirement for KPMG to furnish a letter to the SEC confirming their agreement with the statements regarding the dismissal, which will be filed as an amendment to this report.
Investor Verification Checklist
- Verify the status of the material weaknesses in internal control over financial reporting previously identified in the 2015 10-K.
- Confirm the receipt of the letter from KPMG LLP addressed to the SEC regarding the dismissal.
- Review the upcoming Q1 2017 financial statements to ensure the transition to Deloitte does not impact the audit timeline or opinion.
- Monitor future filings for any discussion regarding the deconsolidation of collateralized loan obligations entities mentioned in the 2015 audit report.