Item 4.01 Change in Registrant’s Certifying Accountant.
(a) Grant Thornton LLP (“Grant Thornton”) served as the independent registered public accounting firm of Erin Energy Corporation (the “Company”) for fiscal years 2012 through 2015. Grant Thornton notified the Company on April 27, 2016 of its intention not to stand for reappointment
for fiscal year 2016. Grant Thornton intends to remain engaged through the completion of the review of the Company’s consolidated financial statements for fiscal quarter ended March 31, 2016. Upon completion of Grant Thornton’s services, the Company will file an amendment to this Form 8-K with an update to the disclosures required by Item 304(a) of Regulation S-K through that date.
Grant Thornton’s report on the financial statements of the Company for the fiscal years ended December 31, 2015 and 2014 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the Company for the fiscal year ended December 31, 2015 contained an explanatory paragraph noting that there was substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years ended December 31, 2015 and 2014 and the subsequent interim period through April 27, 2016, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure that, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the subject matter thereof in connection with its reports on the Company’s financial statements for such periods, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that the Company’s Quarterly Reports on Form 10-Q for the first, second and third quarters of 2014 disclosed a material weakness under Item 4 related to the Company’s internal control over financial reporting with respect to complex, non-recurring transactions. The material weakness was subsequently remedied prior to year-end 2014. The Company confirms that Grant Thornton discussed the subject matter of the material weakness with the Audit Committee of the Company’s Board of Directors and authorized Grant Thornton to respond fully to the inquiries of the Company’s successor auditor, identified below, concerning the subject matter of the material weakness.
The Company provided Grant Thornton with a copy of the foregoing disclosures and requested that Grant Thornton furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether or not it agreed with the statements made herein. A copy of Grant Thornton’s letter, dated May 3, 2016, to the SEC is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) On April 27, 2016, the Audit Committee appointed Pannell Kerr Forster of Texas, P.C. (“PKF”) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2016. PKF will conduct the review the Company’s consolidated financial statements beginning with fiscal quarter ended June 30, 2016. During the Company’s two most recent fiscal years ended December 31, 2015 and 2014 and the subsequent interim period through April 27, 2016, the Company has not consulted with PKF regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).