NewLake Capital Partners, Inc.
For the period ended Jun 5, 2025. Filed Apr 25, 2025.
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Jun 5, 2025 · Filed Apr 25, 2025
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Audit Fees
The following table presents the aggregate fees billed by our auditors, Marcum LLP and BDO USA P.C. for each of the services listed below for the years ended December 31, 2024 and 2023. As of December 31, 2024, CBIZ CPAs P.C.("CBIZ CPAs") had not provided any services to us.
| 2024(1) | 2023 | |||
| Audit Fees | $379,967 | (2) | $408,671 | (3) |
|---|---|---|---|---|
| Audit-Related Fees | - | - | ||
| Tax Fees(4) | 101,455 | 131,327 | ||
| All Other Fees | - | - | ||
| Total | $481,422 | $539,998 | ||
(1)2024 does not include $154,762, the aggregate fees billed for professional services rendered by BDO USA, P.C., our prior auditor, which consist of $44,086 in connection with its review of our quarterly report on Form 10-Q for the first quarter of 2024, $65,617 in associated fees for registration statements filed in 2024, $10,059 of fees related to a SEC Comment Letter and $35,000 for a 10-K consent. Additionally, 2024 does not include other fees of $25,000 related to a successor auditor review.
(2)Audit fees consist of $379,967, the aggregate fees billed for professional services rendered by Marcum LLP in connection with its audit of our consolidated financial statements and reviews of our quarterly reports on Form 10-Q for the second and third quarters of 2024, consent included in the Company Annual Report on Form 10-K and other audit services related to filings with the SEC.
(3)Audit fees consist of $392,180, the aggregate fees billed for professional services rendered by BDO USA, P.C., in connection with its audit of our consolidated financial statements and reviews of our quarterly reports on Form 10-Q during the year ended December 31, 2023. Audit fees also consist of $16,491, for certain additional services rendered by BDO USA, P.C., associated with registration statements.
(4)Tax fees consist of fees billed for professional services including tax compliance, tax advice and tax planning rendered by Marcum LLP and BDO USA, P,C., for the years ended December 31, 2024 and 2023, respectively.
Exchange Act rules generally require any engagement by a public company of an accountant to provide audit or non-audit services to be pre-approved by the audit committee of that public company. This pre-approval requirement is waived with respect to the provision of services other than audit, review or attest services if certain conditions set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X are met. All of the audit and audit-related services described above were pre-approved by the audit committee and, as a consequence, such services were not provided pursuant to a waiver of the pre-approval requirement set forth in this Rule. The audit committee charter provides guidelines for the pre-approval of independent auditor services. All of the audit services described above were completed by full-time, permanent employees of BDO USA, P.C and Marcum LLP.
Change in Independent Registered Public Accounting Firm
Previous Independent Registered Public Accounting Firm
BDO USA, P.C.
As disclosed in our 8-K filed on June 17, 2024, the audit committee of the board of directors of the Company unanimously agreed to dismiss BDO as the Company’s independent registered public accounting firm. The Company notified BDO of their dismissal on June 18, 2024, and the termination was effective immediately.
BDO’s reports on the Company’s consolidated financial statements as of and for fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through June 18, 2024, there were no (i) disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of BDO, would have caused BDO to make reference thereto in its reports covering the Company’s consolidated financial statements for such periods and (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided BDO with the disclosures contained in the Company's Current Report on Form 8-K filed with the
SEC on June 21, 2024 (the "BDO Current Report") and requested that BDO furnish a letter addressed to the SEC stating whether it agrees with the statements made by the Company (the “BDO Letter”), and, if not, stating the respects in which it does not agree. A copy of the BDO Letter was filed as Exhibit 16.1 to the BDO Current Report and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Marcum LLP
As disclosed in our 8-K filed on June 21, 2024, effective on July 10, 2024. the Audit Committee of the Board of Directors of the Company engaged Marcum LLP ("Marcum") to serve as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024. During the Company’s two fiscal years ended December 31, 2023 and 2022 and for the subsequent interim period through July 10, 2024, neither the Company nor anyone on its behalf consulted Marcum LLP regarding (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, and neither a written report nor oral advice was provided to the Company that Marcum LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
As disclosed in the Company’s Current Report on Form 8-K, filed on April 24, 2025, on November 1, 2024, CBIZ CPAs acquired the attest business of Marcum, the independent registered public accounting firm of the Company.. As a result of the acquisition of the Marcum attestation business, on April 22, 2025, the Company was notified by Marcum that Marcum resigned as the Company’s independent registered public accounting firm. Concurrently with the Marcum notification, on April 22, 2025, the Company, with the approval of the Audit Committee of the Company’s Board of Directors engaged CBIZ CPAs as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately beginning with the review of the Company’s consolidated financial statements for the quarter ended March 31, 2025.
Marcum’s report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2024 and the subsequent interim period through April 22, 2025, there were (i) no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with 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 such disagreements in its reports covering the Company’s consolidated financial statements for such periods and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
During the fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through April 22, 2025, neither the Company nor anyone on the Company's behalf consulted with CBIZ CPAs regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by CBIZ CPAs on the Company’s financial statements, and CBIZ CPAs did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing, or financial reporting issue, (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), as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Marcum with the disclosures contained in the Company's Current Report on Form 8-K filed with the SEC on April 24, 2025 (the "Marcum Current Report") and requested that Marcum furnish to the Company a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the statements contained in the Marcum Current Report and, if it does not agree, stating the respects in which it does not agree. A copy of Marcum's letter, dated April 22, 2025, was filed as Exhibit 16.1 to the Marcum Current Report.
New Independent Registered Public Accounting Firm
As disclosed in the Company’s Current Report on Form 8-K, filed on April 24, 2025, the Audit Committee formally approved the engagement of CBIZ CPAs as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025., effective beginning with the review of the Company’s condensed consolidated financial statements for the quarter ended March 31, 2025. The services previously provided by Marcum LLP will now be provided by CBIZ CPAs.
During the Company’s two fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through April 22, 2025, neither the Company nor anyone on its behalf consulted CBIZ CPAs regarding (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, and neither a written report nor oral advice was provided to the Company that CBIZ CPAs concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
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