Business Context and Reporting Period
This Form 8-K filing by MVB Financial Corp. (MVB) is dated March 31, 2014, with the report signed on April 2, 2014. The filing primarily addresses a change in the company's independent certifying accountants following the completion of the review of the 2013 Annual Report on Form 10-K.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance regarding the audit firm and does not contain financial performance data.
Material Changes
- Accountant Dismissal: MVB has decided not to renew its engagement with S.R. Snodgrass, P.C., who audited the financial statements for the years ended December 31, 2012, and December 31, 2013. Snodgrass was verbally informed of the dismissal on March 31, 2014.
- New Accountant Engagement: The Audit Committee and Board of Directors have elected to engage Dixon Hughes Goodman, LLP (Dixon) as the new independent auditor for the 2014 fiscal year, subject to shareholder approval. Dixon is also anticipated to audit the 2015 and 2016 financial statements.
- Audit History: The financial statements audited by Snodgrass contained no adverse opinions, disclaimers, or modifications regarding uncertainty, audit scope, or accounting principles.
Outlook, Risks, and Management Commentary
Management confirmed there were no disagreements with the former accountant, Snodgrass, regarding accounting principles, financial statement disclosures, or auditing scope and procedures during the two years ended December 31, 2013, or through the date of this filing. Additionally, no reportable events under Item 304(a)(1)(v) of Regulation S-K occurred during this period. The company also stated it did not consult with the new firm, Dixon, regarding accounting applications, potential audit opinions, or matters of disagreement prior to their engagement.
Investor Verification Checklist
- Verify the shareholder approval status for the engagement of Dixon Hughes Goodman, LLP.
- Review the attached letter from S.R. Snodgrass, P.C. (Exhibit 16.1) for any additional commentary on the dismissal.
- Confirm the filing date and content of the 2013 Form 10-K, which was filed on March 28, 2014, to understand the financial context preceding this change.
- Monitor future filings for the official appointment of Dixon Hughes Goodman, LLP as the independent auditor.