Item 4.01 Change in Registrant's Certifying Accountant.
On April 4, 2022, the Audit Committee (the "Audit Committee") of the Board of
Directors of Smith-Midland Corporation, a Delaware corporation (the "Company"),
approved the engagement of Dixon Hughes Goodman LLP ("DHG") as the Company's
independent registered public accounting firm for the Company's fiscal year
ending December 31, 2022, contingent upon DHG completing customary client
acceptance procedures, and dismissed BDO USA, LLP ("BDO") as the Company's
independent registered public accounting firm.
BDO's audit reports on the Company's consolidated financial statements as of
and for the fiscal years ended December 31, 2021 and 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 2020, and the subsequent
interim periods through April 4, 2022, there were (i) no disagreements (as
described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and BDO on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to BDO's satisfaction, would have caused BDO to make reference thereto
in their reports on the financial statements for such years, and (ii) no
"reportable events" within the meaning of Item 304(a)(1)(v) of Regulation SK.
The Company provided BDO with a copy of the disclosures it is making in this
Current Report on Form 8-K and requested that BDO furnish a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
statements made herein. A copy of BDO's letter dated April 6, 2022, is filed as
Exhibit 16.1 hereto.
During the fiscal years ended December 31, 2021, and 2020, and the subsequent
interim periods through April 4, 2022, neither the Company nor anyone acting on
its behalf has consulted with DHG regarding (i) the application of accounting
principles to a specific 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 nor oral advice was provided to the Company that
DHG concluded was an important factor considered by the Company in reaching a
decision as to any accounting, auditing, or financial reporting issue, (ii) any
matter that was the subject of a disagreement within the meaning of Item
304(a)(1)(iv) of Regulation S-K and the related instructions, or (iii) any
reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No Exhibit Description
16.1 Letter of BDO USA, LLP dated April 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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