Great Elm Capital Group, Inc. (NASDAQ:GEC) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01. Changes in Registrants Certifying Accountant.
The Audit Committee (the Audit Committee) of the registrants Board
of Directors approved the appointment of Deloitte Touche LLP
(Deloitte) as the registrants independent registered public
accounting firm, effective May 30, 2017, as described further
below. Accordingly, and in connection therewith, the registrant
dismissed Grant Thornton LLP (Grant Thornton) as the registrants
independent registered public accounting firm effective as of that
same date.
Grant Thorntons audit reports for the fiscal years ended June 30,
2016 and 2015 on the registrants consolidated financial statements
did not contain an adverse opinion or a disclaimer of opinion, nor
was any such report qualified or modified as to uncertainty, audit
scope or accounting principles. However, as further described
below, Grant Thorntons audit report on the effectiveness of the
registrants internal control over financial reporting as of June
30, 2016 contained an adverse opinion. At no point during the
fiscal years ended June 30, 2016 and 2015 and the subsequent
interim period through May 30, 2017 were there any disagreements
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) between the registrant and Grant Thornton on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Grant Thornton, would have
caused it to make reference to the subject matter of the
disagreements in connection with its reports. The adverse opinion
on the registrants internal control over financial reporting
described further below constituted the only reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K) for the registrant
that occurred during the fiscal years ended June 30, 2016 and 2015
and the subsequent interim period through May 30, 2017.
The registrants controls over the preparation and review of its
income tax provision did not operate effectively such that the
registrant did not timely identify material errors in the provision
for income taxes applicable to continuing operations and
discontinued operations and the presentation thereof in the
financial statements as of June 30, 2016 and for the year then
ended. Accordingly, Grant Thorntons audit report on the
effectiveness of the registrants internal control over financial
reporting as of June 30, 2016 contained an adverse opinion on the
registrants internal control over financial reporting due to the
effect of these material weaknesses in the registrants internal
control over financial reporting, which are described in Item 9A.
Controls and Procedures of the registrants Form 10-K for the fiscal
year ended June 30, 2016. The Audit Committee discussed these
material weaknesses in the registrants internal control over
financial reporting with Grant Thornton and the registrant
authorized Grant Thornton to respond fully to the inquiries of any
successor accountant of the registrant concerning this reportable
event.
The registrant provided Grant Thornton with a copy of the
disclosure set forth in this Item 4.01 and requested that Grant
Thornton furnish the registrant with a letter addressed to the U.S.
Securities and Exchange Commission (the SEC) stating whether it
agrees with the statements made herein, each as required by the
applicable rules of the SEC. A copy of such letter is attached
hereto as Exhibit 16.1 to this report.
The Audit Committee engaged Deloitte as the registrants new
independent registered public accounting firm effective May 30,
2017 to perform independent audit services for the fiscal year
ending June 30, 2017. During the fiscal years ended June 30, 2016
and 2015 and the subsequent interim period through May 30, 2017,
none of the registrant or anyone on its behalf consulted Deloitte
regarding either:
|
the application of accounting principles to a specified |
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any matter that was either the subject of a disagreement |
Item 9.01 Financial Statements and Exhibits.
The exhibit index immediately following the page to this report is
incorporated herein by reference.
About Great Elm Capital Group, Inc. (NASDAQ:GEC)
Great Elm Capital Group, Inc., formerly Unwired Planet, Inc., is a holding company. The Company makes investments in businesses and assets in various industries. The Company’s investment for long-term value creation is in the asset management business. The Company continues to explore other opportunities in the investment management business, including other business development companies (BDCs) that trade at a discount to their net asset value. The Company intends to build a diversified investment company consisting of the following three business lines: investment management, financial products and merchant banking. It is embarking on a program of creating bespoke financial products and creating a pipeline of acquisition opportunities. The Company’s subsidiary is Great Elm Capital Corporation (GECC). Great Elm Capital Group, Inc. (NASDAQ:GEC) Recent Trading Information
Great Elm Capital Group, Inc. (NASDAQ:GEC) closed its last trading session up +0.05 at 3.40 with 65,416 shares trading hands.
