RBCAA 8-K
Republic Bancorp Inc /Ky/ (RBCAA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
(a) Dismissal of Independent Registered Public Accounting Firm.
Following an assessment and review of several accounting firms undertaken by Republic Bancorp, Inc. (the “Company”), at a meeting held on December 1, 2023, the Audit Committee (the “Committee”) of the Board of Directors of the Company approved the appointment of FORVIS, LLP (“FORVIS”) as the Company’s independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, subject to execution of an engagement letter. As a result of the same process, the Committee approved the dismissal of Crowe LLP (“Crowe”) as the Company’s independent registered public accounting firm, effective upon completion of Crowe’s audit of the consolidated financial statements of the Company and filing of the Company’s Form 10-K for the fiscal year ended December 31, 2023. Upon completion of Crowe’s services, the Company will file an amendment to this Current Report on Form 8-K with the specific date of dismissal and an update to the disclosures required by Item 304(a) of Regulation S-K through that date.
Crowe’s report on the Company’s consolidated financial statements for the two most recent fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two most recent fiscal years ended December 31, 2022 and 2021, and subsequent interim periods through the date of this report, there were no disagreements with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Crowe, would have caused Crowe to make reference to the matter in connection with its report. There were no reportable events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K that occurred within the years ended December 31, 2022 and 2021, and subsequent interim periods through the date of this report, except for the material weaknesses in the Company’s internal control over financial reporting, as previously reported in Part II, Item 9A, “Controls and Procedures,” in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2023, and in Part I, Item 4, “Controls and Procedures,” in the Company’s quarterly report on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively, filed with the SEC on May 5, 2023, August 4, 2023, and November 3, 2023, respectively, in each case related to:
| (i) | the Company did not maintain effective controls over the initial implementation of new products offered through third parties within Republic Processing Group. Specifically, Management identified that a Republic Credit Solutions (“RCS”) product’s contractual terms were not sufficiently communicated internally, and the controls were not designed to identify and test all relevant transactional data posting to the Company’s financial statements for the product; |
| (ii) | the Company did not maintain effective controls over the information and communication as it relates to the reconciliation function. Specifically, the controls were not precisely designed to identify, communicate, resolve, and timely escalate reconciliation issues to the appropriate levels within the organization; and |
| (iii) | the Company did not design and maintain effective controls over the financial analysis of RCS products’ yields. Specifically, the Company reviewed the weighted average yield of all RCS products on a segment basis rather than an individual product basis. The Committee has discussed the material weaknesses in the Company’s internal control over financial reporting with Crowe, and has authorized Crowe to respond fully to the inquiries of FORVIS concerning such material weaknesses. |
The Company has provided Crowe with a copy of the disclosures it is making in this report and requested that Crowe furnish a letter addressed to the SEC stating whether Crowe agrees with the statements made
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herein and, if it does not agree, the respects in which it does not agree, in accordance with Item 304(a)(3) of Regulation S-K. A copy of Crowe’s letter, dated December 5, 2023, is filed as Exhibit 16.1 to this report.
(b) Appointment of New Independent Registered Public Accounting Firm.
On December 1, 2023, the Company approved the appointment of FORVIS as its independent registered public accounting firm for the fiscal year ending December 31, 2024, subject to execution of an engagement letter. During the Company’s two most recent fiscal years ended December 31, 2022 and 2021, and the subsequent interim periods through the date of this report, neither the Company nor anyone acting on its behalf has consulted with FORVIS regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company by FORVIS, or oral advice was provided that FORVIS concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in paragraph 304(a)(1)(v) of Regulation S-K).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) | Exhibits. Exhibit No. | ||
16.1 | Letter from Crowe LLP to the U.S. Securities and Exchange Commission, dated December 5, 2023 | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Republic Bancorp, Inc. | ||
(Registrant) | ||
Date: December 5, 2023 | By: | /s/ Kevin Sipes |
Executive Vice President, Chief Financial Officer & Chief Accounting Officer |
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Exhibit 16.1
| Crowe LLP Independent Member Crowe Global |
December 5, 2023
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, N. E.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Republic Bancorp, Inc.’s statements included under Item 4.01 (a) of its Form 8-K dated December 5, 2023, and we agree with such statements, except that we are not in a position to agree or disagree with the stated reason for changing principal accountants, and we are not in a position to agree with the Company’s statements that the audit committee decided to engage FORVIS, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year December 31, 2024.
/s/ Crowe LLP | | |
Louisville, Kentucky | | |
| | |
cc: | Mr. Mark Vogt | |
| Audit Committee Chairman | |
| Republic Bancorp, Inc. | |