Business Context and Reporting Period
Company: Universal Logistics Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 17, 2021 (Signed March 23, 2021)
Reporting Period: Immediate event reporting regarding a change in independent registered public accounting firm.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a disclosure of a corporate governance event rather than a financial performance report.
Material Changes
- Change in Auditor: Effective March 17, 2021, the Audit Committee dismissed BDO USA, LLP as the independent registered public accounting firm.
- New Auditor: Grant Thornton LLP was engaged to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2021.
- Reason for Change: The filing explicitly states the decision was not the result of any disagreement with BDO regarding accounting principles, practices, or auditing scope.
- Internal Control Issue: BDO's report dated March 16, 2021, expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2020. This was due to a material weakness regarding the completeness of lease obligations to timely identify modifications to existing leases.
- Impact on Financials: The identified control deficiency did not result in any material misstatements in the Company's financial statements.
Guidance, Outlook, and Risks
- Management Commentary: Management and BDO concurred that internal controls were not effective as of December 31, 2020, due to the lease modification weakness.
- Risks/Contingencies: The primary risk disclosed is the material weakness in internal controls related to lease accounting. The filing notes that BDO considered this weakness in its audit tests but it did not affect the audit opinion on the financial statements themselves.
- Consultations: The Company confirmed no consultations with Grant Thornton regarding accounting principles or reportable events prior to the engagement.
Investor Verification Checklist
- Verify the status of remediation efforts for the material weakness regarding lease obligations.
- Confirm the completion of Grant Thornton's client acceptance process and the execution of the engagement letter.
- Review the attached Exhibit 16.1 (Letter from BDO USA, LLP) to ensure the former auditor agrees with the Company's disclosures.
- Monitor future filings for any updates on the effectiveness of internal controls over financial reporting.