Business Context and Reporting Period
Company: DOUGLAS DYNAMICS, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: December 20, 2016
Reporting Period: The filing addresses events occurring on December 20, 2016, regarding the fiscal year ending December 31, 2016, and the upcoming fiscal year ending December 31, 2017.
Key Financial Metrics
This filing does not contain financial performance data. The document does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is the replacement of the Company's independent registered public accounting firm:
- Outgoing Firm: Ernst & Young, LLP (E&Y) was dismissed effective upon completion of the audit for the fiscal year ending December 31, 2016.
- Incoming Firm: Deloitte & Touche LLP (D&T) was appointed as the new independent registered public accounting firm for the fiscal year ending December 31, 2017.
- Reason for Change: The decision resulted from a comprehensive, competitive request for proposal process conducted by the Audit Committee.
Guidance, Outlook, and Management Commentary
Management Commentary:
- The Audit Committee confirmed that E&Y's audit reports for the years ended December 31, 2015, and 2014 did not contain adverse opinions, disclaimers, or qualifications.
- There were no disagreements with E&Y regarding accounting principles, practices, financial statement disclosure, or auditing scope during the two most recent fiscal years or the interim period through December 23, 2016.
- No "reportable events" as defined in Regulation S-K occurred during the same periods.
- The Company consulted D&T regarding no accounting or auditing matters prior to their appointment.
Next Steps: The Company will request ratification of D&T at the 2017 annual meeting of shareholders.
Investor Verification Checklist
- Verify the ratification of Deloitte & Touche LLP at the 2017 annual meeting of shareholders.
- Review the letter from Ernst & Young LLP (Exhibit 16.1) to confirm their agreement with the statements regarding the dismissal.
- Monitor future filings for the first financial statements audited by the new firm for the fiscal year ending December 31, 2017.