Business Context and Reporting Period
Company: Universal Technical Institute, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 19, 2014
Reporting Period: The filing addresses events occurring between December 10, 2014, and December 19, 2014, regarding the selection of an independent registered public accounting firm for the fiscal year ending September 30, 2015.
Key Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change reported is the termination of the relationship with the Company's independent registered public accounting firm, PricewaterhouseCoopers LLP (PwC).
- Outgoing Firm: PwC declined to stand for re-election on December 19, 2014, and will not respond to the Company's request for proposal.
- Effective Date: The termination becomes effective upon PwC's completion of procedures on the unaudited interim financial statements for the quarter ended December 31, 2014, and the filing of the related Form 10-Q.
- Successor Firm: As of the filing date, no successor independent registered public accounting firm has been selected. The Audit Committee expects to have a firm in place during the second fiscal quarter ending March 31, 2015.
Management Commentary, Risks, and Contingencies
Audit History and Disagreements:
- The audit reports issued by PwC for the fiscal years ended September 30, 2014, and 2013, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
- During the fiscal years ended September 30, 2014 and 2013, and the interim period through December 19, 2014, there were no disagreements between the Company and PwC on accounting principles, practices, financial statement disclosure, or auditing scope/procedure.
- There were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K during the specified periods.
Process Status: The Audit Committee commenced a comprehensive, competitive selection process on December 10, 2014. PwC was provided with a copy of the disclosures made in this report and submitted a letter to the SEC agreeing with the statements made.
Investor Verification Checklist
- Verify the filing of the upcoming Form 10-Q for the quarter ended December 31, 2014, to confirm the effective date of the auditor termination.
- Monitor future filings for the announcement of the successor independent registered public accounting firm, expected by the end of the second fiscal quarter (March 31, 2015).
- Review the letter from PricewaterhouseCoopers LLP (Exhibit 16.1) filed with this report for any additional context regarding the departure.