Business Context and Reporting Period
This Form 8-K Current Report was filed by Essential Properties Realty Trust, Inc. on March 24, 2021. The filing addresses a corporate governance matter regarding the appointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.
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 replacement of the Company's independent auditor:
- Outgoing Auditor: Ernst & Young LLP (EY), who served as the independent registered public accounting firm since 2017, was dismissed effective immediately upon completion of the new firm's client acceptance process.
- Incoming Auditor: Grant Thornton LLP was approved by the Audit Committee to serve as the new independent registered public accounting firm.
- Audit History: EY's reports for the fiscal years ended December 31, 2019, and 2020, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary on business operations. Regarding risks and contingencies:
- Disagreements: The Company confirmed there were no "disagreements" with EY on accounting principles, practices, or auditing scope during the fiscal years 2019 and 2020, or the interim period through March 24, 2021.
- Reportable Events: No "reportable events" occurred during the same periods.
- Consultations: The Company did not consult Grant Thornton regarding accounting principles or audit opinions prior to their engagement.
Investor Verification Checklist
- Verify the effective date of Grant Thornton LLP's engagement and the completion of their client acceptance process.
- Review the attached letter from Ernst & Young LLP (Exhibit 16.1) to confirm their agreement with the Company's disclosures regarding the dismissal.
- Monitor future filings (e.g., 10-K or 10-Q) for the first financial statements audited by Grant Thornton LLP to assess any changes in audit findings or accounting treatments.