Business Context and Reporting Period
This Form 8-K is filed by Southern National Bancorp of Virginia, Inc. (the "Company") on March 13, 2013. The report discloses a change in the Company's independent registered public accounting firm. The filing was signed on March 18, 2013, by William H. Lagos, Senior Vice President and Chief Financial Officer.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Dismissal of Auditor: The Company dismissed KPMG LLP as its independent registered public accounting firm, effective March 13, 2013. This decision was approved by the Audit Committee and the Board of Directors.
- Engagement of New Auditor: The Company selected Dixon Hughes Goodman LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2013.
- Historical Audit Opinions: KPMG's audit reports for the years ended December 31, 2012, and 2011 did not contain adverse opinions or disclaimers. However, the 2011 report identified a material weakness in internal controls related to the review and assessment of accounting for non-routine transactions. The 2012 report did not contain such a qualification.
- Disagreements: There were no disagreements with KPMG regarding accounting principles, practices, or auditing scope during the two most recent fiscal years or the period from January 1, 2013, through March 13, 2013.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on future performance. The primary risk disclosed relates to the historical material weakness in internal controls over financial reporting identified in 2011, which was resolved by the 2012 audit period. The Company confirmed that Dixon Hughes Goodman LLP provided consulting services (acquisition accounting, tax, and valuation) in 2011 and 2012 but had no disagreements or reportable events with the Company during the relevant periods.
Investor Verification Checklist
- Verify the reasons for the change in auditors beyond the standard disclosure, as no disagreements were reported.
- Review the Company's subsequent filings to confirm the status of the material weakness in internal controls identified in 2011.
- Examine the letter from KPMG LLP (Exhibit 16.1) to confirm their agreement with the statements made in this filing.
- Monitor the transition of audit responsibilities to Dixon Hughes Goodman LLP for the 2013 fiscal year.