DOUGLAS DYNAMICS,INC. (NYSE:PLOW) Files An 8-K Changes in Registrant’s Certifying AccountantItem 4.01. Changes in Registrant’s Certifying Accountant.
On December 20, 2016, Douglas Dynamics, Inc. (the “Company”), with the approval of the Audit Committee of the Board of Directors (the “Audit Committee”), notified Ernst & Young, LLP (“E&Y”) that it would be dismissed as the Company’s independent registered public accounting firm, effective upon completion of E&Y’s audit of the Company’s financial statements for the fiscal year ending December 31, 2016, and appointed Deloitte & Touche LLP (“D&T”) as the Company’s new independent registered public accounting firm for its fiscal year ending December 31, 2017, subject to satisfactory completion of their customary engagement acceptance procedures.The Company will also request ratification of D&T as the Company’s independent registered accounting firm at the Company’s 2017 annual meeting of shareholders. The decision to change the Company’s independent registered public accounting firm was the result of a request for proposal process, which included E&Y, in which the Audit Committee conducted a comprehensive, competitive process to select an independent registered public accounting firm.
E&Y’s audit reports on the Company’s financial statements for the years ended December 31, 2015 and 2014 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two most recent fiscal years ended December 31, 2015 and 2014 and through the interim period through December 23, 2016, the Company has not had any disagreement with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to E&Y’s satisfaction, would have caused E&Y to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements. In addition, during the Company’s two most recent fiscal years ended December 31, 2015 and 2014 and through the interim period through December 23, 2016, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided E&Y with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that E&Y furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in Item 4.01. A copy of E&Y’s letter, dated December 23, 2016, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the Company’s two most recent fiscal years and through the interim period through December 23, 2016, neither the Company nor anyone on its behalf consulted D&T 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 consolidated financial statements, and no written report or oral advice was provided by D&T to the Company that D&T concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1) (v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibit is being filed herewith:
(16.1) Letter from Ernst & Young LLP, dated December 23, 2016