Business Context and Reporting Period
This Form 8-K is a current report filed by Waste Connections, Inc. on March 24, 2017. The filing addresses a change in the company's independent registered public accounting firm. The company is incorporated in Ontario, Canada, and operates in the waste management sector.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and audit matters.
Material Changes
- Dismissal of Auditor: The company requested that PricewaterhouseCoopers LLP (PwC) resign as its independent registered public accounting firm, effective March 24, 2017.
- Appointment of Successor: The Board of Directors approved the engagement of Grant Thornton LLP as the new independent registered public accounting firm on March 24, 2017.
- Audit History: PwC's reports for fiscal years ended December 31, 2016, and 2015 did not contain adverse opinions, disclaimers, or qualifications.
Management Commentary, Risks, and Contingencies
Material Weakness Disclosure: The filing discloses a material weakness previously identified in the company's internal controls. Specifically, the company did not maintain effective controls over the valuation of certain assets in the application of the acquisition method of accounting for business combinations. Review procedures regarding inputs, assumptions, and calculations for fair value measurements did not operate at an appropriate level of precision.
Disagreements and Reportable Events: There were no disagreements with PwC regarding accounting principles, practices, or auditing scope. The only reportable event was the material weakness described above, which was disclosed in the 2016 Form 10-K.
Consultations: The company confirmed it did not consult with Grant Thornton on any accounting or auditing matters during the relevant periods prior to their engagement.
Investor Verification Checklist
- Verify the status of remediation efforts for the material weakness regarding asset valuation in business combinations.
- Review the letter from PwC (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.
- Monitor future filings for the transition of audit responsibilities to Grant Thornton LLP.
- Confirm that no other undisclosed disagreements or reportable events exist between the company and the former auditor.