Item
4.01
|
Changes
in Registrant’s Certifying Accountant.
|
(a)
On August 20, 2019, the Audit Committee (the “Audit Committee”) of the Board of Directors of Genie Energy Ltd. (the
“Company”) approved the dismissal of Marcum LLP (“Marcum”) as the Company’s independent registered
public accounting firm, effective immediately, and the Company notified Marcum of such dismissal
Marcum’s
report on the Company’s consolidated financial statements as of, and for the year ended, December 31, 2018, did not contain
an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
Marcum was not the firm that issued a report on the Company’s consolidate financial statements as of, and for the year ended,
December 31, 2017.
During
the year ended December 31, 2018, and the subsequent interim period through August 20, 2019, there were no disagreements between
the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to
the subject matter of the disagreements in connection with its report on the Company’s financial statements for such periods.
Other
than as set forth below, during the years ended December 31, 2018 and 2017, and the subsequent interim period through August 20,
2019, there were no “reportable events”, as defined in Regulation S-K Item 304(a)(1)(v).
As
previously disclosed, in evaluating the effectiveness of disclosure controls and procedures and the Company’s internal control
over financial reporting for the year ended December 31, 2018, management concluded, that the Company did not maintain effective
controls over the change management process and segregation of duties within applications and databases used by the Company to
process and record transactions related to customer enrollment, customer programs and price plans, rebate programs, sales commissions,
invoicing, and customer payments. These deficiencies, create a reasonable possibility that a material misstatement to the consolidated
financial statements may not be prevented or detected on a timely basis and represent a material weakness in the Company’s
internal control over financial reporting. Because of the existence of the material weakness, Marcum expressed an adverse opinion
on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018.
The
Company has provided Marcum with a copy of the above disclosures and is requesting that Marcum furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether it agrees with the foregoing statements and, if not, stating
the respects in which it does not agree. A copy of Marcum’s letter, dated August 26, 2019, is attached as Exhibit 16.1 to
this Current Report on Form 8-K.
(b)
On August 20, 2019, the Audit Committee approved the appointment of BDO USA, LLP (“BDO”) to serve as the Company’s
independent registered public accounting firm. The decision to engage BDO was made after a competitive bidding process and evaluation.
BDO had served as the Company’s independent registered public accounting firm from July 29, 2013 until July 6, 2018. Other
than during the period that BDO served as the Company’s independent registered public accounting firm, during the Company’s
two most recent fiscal years and the subsequent interim period through August 20, 2019, the Company did not consult BDO with respect
to any of the matters or events listed in Regulation S-K Item 304(a)(2).