Business Context and Reporting Period
Company: Southern National Bancorp of Virginia, Inc. (Note: Metadata listed "Primis Financial Corp." but the filing text identifies the registrant as Southern National Bancorp of Virginia, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: March 9, 2011
Reporting Period: The filing addresses events occurring on March 9, 2011, and references the fiscal years ended December 31, 2010 and 2009.
Key Financial Metrics
This filing is a Current Report regarding a change in accounting firm and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Dismissal of Auditor: On March 9, 2011, the Audit Committee dismissed Crowe Horwath LLP as the independent registered public accounting firm, effective upon the filing of the 2010 Annual Report on Form 10-K.
- Engagement of New Auditor: On March 9, 2011, the Company selected KPMG LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2011.
- Audit Opinions: Reports by Crowe Horwath LLP for 2010 and 2009 were unqualified and did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, scope, or accounting principles.
- Disagreements: There were no disagreements with Crowe Horwath LLP regarding accounting principles, practices, or auditing scope during the two most recent fiscal years or the period from January 1, 2011, through March 15, 2011.
Guidance, Risks, and Contingencies
- Material Weakness in Internal Controls: As of December 31, 2010, the Company identified a material weakness in internal controls over financial reporting related to the identification of one subsequent event. Management believes no other material weaknesses existed as of that date.
- Remediation: The Company has implemented improved controls intended to remediate the identified material weakness. This weakness was previously disclosed in Item 9A of the 2010 Form 10-K.
- Consultations with New Auditor: No consultations were held with KPMG LLP regarding accounting principles or reportable events during the two most recent fiscal years or the period leading up to the engagement.
Investor Verification Checklist
- Verify the details of the material weakness regarding subsequent event evaluation disclosed in the 2010 Form 10-K.
- Review the effectiveness of the improved controls implemented to remediate the internal control weakness.
- Confirm the transition timeline and scope of work between Crowe Horwath LLP and KPMG LLP.
- Examine Exhibit 16.1 (Letter from Crowe Horwath LLP) for any additional context regarding the dismissal.