Item 4.01. Changes in Registrant’s Certifying Accountant.
| | (a) | Dismissal of Independent Registered Public Accountant |
On February 25, 2019, following a comprehensive process, the Audit Committee of the Board of Directors (the “Audit Committee”) of CareTrust REIT, Inc. (the “Company”) dismissed Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm.
The reports of E&Y on the Company’s consolidated financial statements for the fiscal years ended December 31, 2018 and December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s fiscal years ended December 31, 2017 and December 31, 2018, and the subsequent interim period through and including February 25, 2019, the date of E&Y’s dismissal, (i) there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) ofRegulation S-K and the related instructions) between the Company and E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements for such years or any subsequent interim period through the date of dismissal, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) ofRegulation S-K).
In accordance with Item 304(a)(3) ofRegulation S-K, attached hereto as Exhibit 16.1 is a copy of E&Y’s letter, dated February 28, 2019.
| | (b) | Newly Appointed Independent Registered Public Accountant |
On February 27, 2019, the Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. During the Company’s fiscal years ended December 31, 2017 and December 31, 2018, and the subsequent interim period through and including February 27, 2019, the date of Deloitte’s appointment, neither the Company, nor anyone acting on its behalf, consulted Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, in any case where a written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) ofRegulation S-K and the related instructions) or a “reportable event” (as that term is described in Item 304(a)(1)(v) ofRegulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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