Business Context and Reporting Period
This Form 8-K Current Report was filed by CareTrust REIT, Inc. on June 20, 2014. The filing addresses a change in the Company's independent registered public accounting firm. CareTrust REIT, Inc. is a Maryland corporation that owns skilled nursing, assisted living, and independent living facilities following its spin-off from The Ensign Group, Inc.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance regarding the audit firm.
Material Changes
- Dismissal of Auditor: On June 20, 2014, the Audit Committee approved the immediate dismissal of Deloitte & Touche LLP as the independent registered public accounting firm.
- Appointment of New Auditor: On June 20, 2014, the Audit Committee approved the immediate appointment of Ernst & Young LLP (E&Y) as the new independent registered public accounting firm.
- Audit History: Deloitte audited the Company's balance sheets as of December 31, 2013, and October 29, 2013, as well as the combined financial statements of Ensign Properties (the Company's predecessor) for the three years ended December 31, 2013.
Management Commentary, Risks, and Contingencies
Disagreements and Reportable Events: The Company reported no disagreements with Deloitte regarding accounting principles, practices, financial statement disclosure, or auditing scope/procedures during the years ended December 31, 2013 and 2012, or the interim period through June 20, 2014. There were no "reportable events" as defined in Regulation S-K.
Audit Opinion: Deloitte's reports on the financial statements did not contain an adverse opinion, disclaimer of opinion, or qualification regarding uncertainty, audit scope, or accounting principles.
Consultations with New Auditor: The Company confirmed that neither it nor anyone on its behalf consulted with E&Y regarding the application of accounting principles to specified transactions or matters that were the subject of a disagreement or reportable event prior to their engagement.
Key Facts for Investor Verification
- Verify the reasons for the change in auditors, as the filing states no disagreements or reportable events occurred.
- Review the letter from Deloitte & Touche LLP (Exhibit 16.1) to confirm their agreement with the disclosures made in this report.
- Monitor future filings to ensure the transition to Ernst & Young LLP proceeds without qualification in upcoming audit reports.
- Note that this filing contains no financial results; investors should refer to the most recent 10-Q or 10-K for financial performance data.