Business Context and Reporting Period
This Form 8-K Current Report was filed by U-Haul Holding Company on August 31, 2023. The filing primarily addresses a change in the Company's independent registered public accounting firm for the fiscal year ending March 31, 2024.
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
- Accountant Change: The Audit Committee approved the appointment of Deloitte and Touche, LLP as the independent registered public accounting firm, effective for the fiscal year ending March 31, 2024.
- Dismissal of Prior Auditor: BDO USA, P.C., the auditor for the fiscal year ended March 31, 2023, was dismissed on the same date.
- Audit Opinions: BDO's reports for the fiscal years ended March 31, 2023, and 2022, were unqualified and did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, scope, or accounting principles.
- Disagreements: There were no disagreements between the Company and BDO regarding accounting principles, practices, or auditing scope during the relevant periods.
Outlook, Risks, and Contingencies
Internal Control Weaknesses: The filing discloses two previously reported material weaknesses in internal controls over financial reporting:
- Earnings Per Share Calculation: A weakness related to the two-step method for calculating EPS associated with Series N non-voting common stock. Management has concluded this weakness has been remediated as of the quarter ended June 30, 2023.
- IT General Controls: A weakness related to program change management, user access, segregation of duties, and cybersecurity. Management has begun implementing new controls to remediate this issue, but it is not yet considered remediated until controls operate effectively for a sufficient period.
Consultation with New Auditor: The Company confirmed it did not consult with Deloitte regarding accounting principles, audit opinions, or reportable events prior to their appointment.
Investor Verification Checklist
- Verify the status of the remediation plan for the material weakness related to IT general controls in future filings.
- Review the engagement letter and client acceptance procedures for Deloitte to ensure no conflicts of interest exist.
- Confirm that the transition from BDO to Deloitte does not impact the timing or quality of the upcoming fiscal year-end audit.
- Monitor future 10-Q and 10-K filings for any new disclosures regarding internal control deficiencies.