Business Context and Reporting Period
Company: Ashford Hospitality Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 25, 2015 (Event Date)
Reporting Period: The filing addresses events occurring through September 25, 2015, specifically regarding the resignation of the independent registered public accounting firm effective upon the filing of the Quarterly Report on Form 10-Q for the period ended September 30, 2015.
Key Financial Metrics
This filing is a current report regarding a change in certifying accountant and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Resignation of Auditor: Ernst & Young LLP (EY) notified the Audit Committee on September 25, 2015, of its resignation as the Company's independent registered public accounting firm.
- Appointment of New Auditor: On September 29, 2015, the Company appointed BDO USA, LLP (BDO) as the new independent registered public accounting firm.
- Effective Date: Both the resignation of EY and the appointment of BDO are effective upon the filing of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2015.
- Parent Company Context: The filing notes that Ashford Inc. (the parent company) previously dismissed EY on September 14, 2015.
Management Commentary, Risks, and Contingencies
- Audit History: EY's reports on the financial statements for fiscal years ended December 31, 2014, and 2013 did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, audit scope, or accounting principles.
- Disagreements: The Company reported no disagreements with EY on accounting principles, practices, financial statement disclosure, or auditing scope/procedure during the fiscal years 2013-2014 and the interim period through September 25, 2015.
- Reportable Events: No "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K occurred during the specified periods.
- Consultation with New Auditor: Neither the Company nor anyone acting on its behalf consulted with BDO regarding accounting principles, audit opinions, or matters involving disagreements or reportable events prior to the appointment.
Investor Verification Checklist
- Verify the reasons for EY's resignation in the accompanying letter (Exhibit 16.1) and the subsequent 10-Q filing.
- Confirm the transition timeline and the specific effective date of BDO's engagement in the upcoming Form 10-Q.
- Review the parent company's (Ashford Inc.) recent 8-K filings for context on the broader corporate restructuring or financial distress that may have precipitated the auditor change.
- Monitor the upcoming Form 10-Q for the period ended September 30, 2015, to assess the impact of the auditor change on financial reporting.