Business Context and Reporting Period
This Form 8-K filing by Noodles & Company (NDLS) is dated September 8, 2025. The report addresses a significant corporate governance event: the change of the company's independent registered public accounting firm.
Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the transition of audit services.
Material Changes
- Dismissal of Auditor: The Audit Committee approved the dismissal of Ernst & Young LLP as the independent registered public accounting firm effective September 8, 2025.
- Appointment of New Auditor: Grant Thornton LLP was appointed as the new independent registered public accounting firm, effective immediately, to perform audit services for the fiscal year ending December 30, 2025.
- Audit History: Reports by Ernst & Young LLP for fiscal years ended December 31, 2024, and January 2, 2024, contained no adverse opinions, disclaimers, or qualifications.
Management Commentary and Risks
Management confirmed that there were no "disagreements" or "reportable events" with Ernst & Young LLP regarding accounting principles, financial statement disclosure, or auditing scope during the relevant periods. Additionally, the company stated that no consultations were held with Grant Thornton LLP prior to their engagement regarding accounting principles or reportable events. The filing includes a letter from Ernst & Young LLP addressed to the SEC as an exhibit.
Key Facts for Investor Verification
- Verify the content of the letter from Ernst & Young LLP filed as Exhibit 16 to confirm their stance on the dismissal.
- Monitor future filings (e.g., 10-K or 10-Q) to assess the impact of the auditor change on financial reporting timelines or restatements.
- Review the rationale for the change in subsequent investor communications, as the 8-K does not explicitly state the strategic reason for the switch.