Business Context and Reporting Period
This Form 8-K Current Report was filed by Smith Micro Software, Inc. on May 23, 2005. The filing primarily addresses a change in the Company's independent registered public accounting firm.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a disclosure regarding corporate governance and audit firm changes.
Material Changes
- Resignation of Deloitte & Touche LLP: Deloitte, the Company's independent auditor, resigned effective upon the completion of its review of the interim financial statements for the quarter ended March 31, 2005. The resignation was confirmed by letter dated May 23, 2005.
- Appointment of BDO Seidman, LLP: On May 27, 2005, the Audit Committee appointed BDO Seidman, LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2005.
- Audit Committee Action: The Audit Committee accepted Deloitte's resignation but did not recommend or approve it.
Management Commentary, Risks, and Contingencies
- No Disagreements: The Company states there were no disagreements with Deloitte regarding accounting principles, financial statement disclosures, or auditing scope/procedures during the two-year period ended December 31, 2004, or the period from January 1, 2005, through the resignation date.
- No Reportable Events: Deloitte did not advise the Company of any "reportable events" during the relevant periods.
- Prior Opinions: Deloitte's reports for the years ended December 31, 2003, and 2004, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
- Consultations: The Company did not consult with the new auditor, BDO, regarding accounting principles or audit opinions prior to their engagement.
Key Facts for Investor Verification
- Verify the reasons for Deloitte's resignation by reviewing the attached resignation letter (Exhibit 99.1).
- Confirm Deloitte's concurrence with the Company's statements regarding the lack of disagreements by reviewing their letter to the SEC (Exhibit 16.1).
- Monitor the transition of audit responsibilities to BDO Seidman, LLP for the fiscal year ending December 31, 2005.
- Note that the resignation coincided with the completion of the review for the first quarter ended March 31, 2005.