Item 4.01.Change in Registrant's Certifying Accountant.
(a) Dismissal of independent registered public accounting firm
On October 7, 2022, the Audit Committee (the "Committee") of the Board of
Directors of M-tron Industries Inc. (the "Company") dismissed RSM US LLP ("RSM")
as the Company's independent registered public accounting firm, effective
immediately in anticipation of the appointment of PKF O'Connor Davies, LLP
("PKF") as the Company's new independent registered public accounting firm as
dicussed below. The decision to change the Company's independent registered
public accounting firm from RSM to PKF was unanimously approved by the
Committee.
The reports of RSM on the consolidated financial statements of the Company for
the fiscal years ended December 31, 2021 and December 31, 2020 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 fiscal years ended December 31, 2021 and December 31, 2020 and the
subsequent interim period through June 30, 2022, there were no "disagreements"
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) between the Company and RSM on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to RSM's satisfaction, would have caused
RSM to make reference to the subject matter of the disagreements in its reports
on the consolidated financial statements for such years. During the fiscal years
ended December 31, 2021 and December 31, 2020 and the subsequent interim period
through October 7, 2022, there were no reportable events of the type described
in Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided RSM
with a copy of the disclosures contained in this Item 4.01 of this Form 8-K and
requested that RSM furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements contained
herein. A copy of RSM's letter, dated October 14, 2022, is filed as Exhibit 16.1
to this Form 8-K.
(b) Appointment of independent registered public accounting firm
As discussed above, the Committee appointed PKF as the Company's new independent
registered public accounting firm effective as of October 13, 2022.
During the Company's two most recent years ended December 31, 2021 and December
31, 2020 and in the subsequent interim period through June 30, 2022, neither the
Company nor anyone on its behalf consulted 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, and neither a written report was provided to
the Company nor oral advice was provided to the Company that PKF concluded was
an important factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue? or (ii) any matter that was
either the subject of a disagreement or reportable event as defined in
Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively. The
Audit Committee has authorized RSM to respond fully to all inquiries of PKF.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
16.1 Letter from RSM US LLP dated October 14, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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