ITEM 4.01 CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.
(a) Dismissal of Independent Registered Public Accounting Firm
On July 14, 2020, the Audit Committee (the Audit Committee) of the Board of Directors of Global Eagle Entertainment Inc. (the
Company) approved the dismissal of KPMG LLP (KPMG) as the Companys independent registered public accounting firm, effective immediately.
The audit reports of KPMG on the consolidated financial statements of the Company and subsidiaries as of and for the years ended December 31, 2019 and
2018 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that (i) KPMGs report dated May 14, 2020 on the Companys
consolidated financial statements as of and for the years ended December 31, 2019 and 2018, which report was included in the Companys Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on May 15,
2020 (the 2019 Annual Report) contained (a) a separate paragraph stating that (1) the Companys recurring losses from operations, insufficient cash flows generated from operations, potential violations of financial
covenants and ability to timely service debt, and uncertainty arising from the COVID-19 outbreak raise substantial doubt about its ability to continue as a going concern, and (2) that the consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty; and (b) a separate paragraph stating that as discussed in Notes 2, 3 and 4 of the consolidated financial statements (1) the Company changed its method for accounting for
Leases due to the adoption of Accounting Standard Update (ASU) No. 2016-02, Leases (Topic 842), and all related amendments effective January 1, 2019; and (2) the Company changed its method for accounting for Revenue due to the
adoption of Accounting Standard Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and all related amendments effective January 1, 2018; and (ii) KPMGs report dated March 18, 2019 on the
Companys consolidated financial statements as of and for the years ended December 31, 2018 and 2017, which report was included in the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC
on March 18, 2019 (the 2018 Annual Report), included a paragraph stating that KPMG, in its report dated March 18, 2019, expressed an adverse opinion on the effectiveness of the Companys internal control over financial
reporting.
During the fiscal years ended December 31, 2019 and December 31, 2018 and the subsequent interim periods through July 14, 2020,
there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and KPMG 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 KPMG, would have caused KPMG to make reference in connection with their opinion, and (ii) no reportable events (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses (the Reportable Event) identified in the Companys internal control over financial reporting related to its control environment, risk
assessment, information and communication, and control activities, as previously disclosed under Part II, Item 9A of the Companys 2018 Annual Report and 2019 Annual Report. The Audit Committee discussed the Reportable Event with KPMG, and
the Company authorized KPMG to respond fully to inquiries of the successor accountant (described below) concerning the Reportable Event.
The Company
provided KPMG with a copy of this Form 8-K and requested that KPMG provide the Company with a letter addressed to the SEC stating whether KPMG agrees with the above disclosures. A copy of KPMGs letter, dated July 17, 2020, is attached as
Exhibit 16.1 to this Form 8-K.