Item 4.01
Changes in Registrants Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors (the Audit Committee) of Warwick Valley Telephone Company (the Company) has completed a competitive process to review the appointment of the Companys independent registered public accounting firm for the fiscal year ended December 31, 2013. The Audit Committee invited several firms to participate in this process.
As a result of this process and following careful consideration, on January 31, 2013, the Audit Committee approved the dismissal of WithumSmith+Brown, PC (Withum) as the Companys independent registered public accounting firm, effective
as of the date of Withums completion of the audit services for the fiscal year ended December 31, 2012 and the filing of the Companys 2012 Annual Report on Form 10-K with the Securities and Exchange Commission
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Withums reports on the Companys consolidated financial statements for the years ended December 31, 2011 and December 31, 2010 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Companys two most recent fiscal years and the subsequent interim period preceding Withums dismissal, there were no (1) disagreements (within the meaning of Item 304(a) of Regulation S-K) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements of the Company; and (2) no reportable events (as such term is defined in Item 304(a)(1)(v) of regulation S-K).
The Company has provided Withum with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (SEC) and requested Withum furnish the Company a letter addressed to the SEC that provides that Withum agrees with the statements made above. A copy of Withums letter dated February 6, 2013 is attached as Exhibit 16.1 to this Form 8-K.
(b)
Engagement of Independent Registered Public Accounting Firm
On January 31, 2013, the Audit Committee approved the appointment of Ernst & Young LLP (E&Y) as the Companys independent registered public accounting firm to perform independent audit services beginning with the fiscal year ending December 31, 2013.
During the Companys two most recent fiscal years and the subsequent interim period preceding E&Ys engagement, neither the Company nor anyone on its behalf consulted E&Y regarding either: (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Companys consolidated financial statements, and no written report or oral advice was provided to the
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Company that E&Y concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was the subject of a disagreement or reportable event (within the meaning of Item 304(a) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K, respectively).
In approving the selection of E&Y as the Companys independent registered public accounting firm, the Audit Committee considered all relevant factors, including any non-audit services previously provided by E&Y to the Company.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit No.
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Description
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16.1
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Letter of Withum dated February 6, 2013 to the SEC regarding statements included in this Form 8-K.
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