Item 4.01 Changes in Registrant's Certifying Accountant
Item 4.01(a) Dismissal of Auditor
The Audit Committee of the Board of Directors (the "Audit Committee") of The
Shyft Group, Inc. (the "Company"), in connection with carrying out its appointed
duties and responsibilities, conducted a comprehensive, competitive process to
determine the Company's independent registered public accounting firm for the
Company's 2021 fiscal year. As a result of this process, on June 28, 2021, the
Audit Committee approved the dismissal of BDO USA, LLP ("BDO") as the Company's
independent registered public accounting firm.
Since 2007, BDO has audited our consolidated financial statements. The audit
reports of BDO on our consolidated financial statements for such periods did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2019, and 2020, and the subsequent
interim period through June 28, 2021, there were no disagreements with BDO 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 BDO, would have caused BDO to make reference to the
subject matter of the disagreements in connection with its reports.
During the fiscal years ended December 31, 2019, and 2020, and the subsequent
interim period through June 28, 2021, there were no events of the type listed in
paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K, other than
(1) the material weakness in internal control over financial reporting
identified and disclosed by us in our Form 10-K for the year ended December 31,
2019 relating to the Company's processes for recognizing revenue within its
Fleet Vehicle and Services business unit that had been ineffectively designed,
implemented, and operated, and (2) the material weakness in internal control
over financial reporting identified and disclosed by us in our Form 10-K for the
year ended December 31, 2020 relating to internal controls over certain
processes for non-routine divestiture and business combination transactions.
We furnished BDO with a copy of the disclosures in this Report and requested
that BDO furnish the Company with a letter addressed to the Securities &
Exchange Commission ("SEC") stating whether it agrees with the statements made
by us in this Report and, if not, stating the respects in which it does not
agree. A copy of BDO's letter to the SEC is filed as Exhibit 16.1 to this
Report.
Item 4.01(b)-Engagement of Auditor
On June 28, 2021, the Company engaged Deloitte & Touche LLP ("Deloitte") as its
new independent registered public accounting firm beginning with the quarter
ending June 30, 2021, and year ending December 31, 2021. The change in the
Company's independent registered public accounting firm was approved by the
Audit Committee. During the fiscal years ended December 31, 2019, and 2020, and
the subsequent interim period through June 28, 2021, neither the Company nor
anyone on its behalf consulted with Deloitte regarding (i) the application of
accounting principles to a specific transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on the Company's
consolidated financial statements and none of the following was provided to the
Company (x) a written report, or (y) oral advice that Deloitte concluded was an
important factor considered by the Company in reaching a decision as to an
accounting, auditing, or financial reporting issue; or (iii) any matter that was
the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of
Regulation S-K.
2
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. Description
16.1 Letter to the Securities & Exchange Commission from BDO USA, LLP
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses