UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Item 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
Explanatory Note
This Form 8-K Amendment No. 1 (this “Amendment”) amends the Current Report on Form 8-K, dated December 1, 2023 (the “Original Form 8-K”), filed by Republic Bancorp, Inc. (the “Company” or “Republic”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 5, 2023, in which the Company reported that following an assessment and review of several accounting firms, at a meeting held on December 1, 2023, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company approved the dismissal of Crowe LLP (“Crowe”), effective with the conclusion of the audit for the fiscal year ended December 31, 2023. The Amendment is being filed to disclose the date on which the audit was completed and, therefore, the effective date of its dismissal, as well as to update paragraph (a) of the Original Form 8-K to include disclosure relating to the Company’s fiscal year ended December 31, 2023.
(a) Dismissal of Independent Registered Public Accounting Firm.
On March 14, 2024, Republic Bancorp, Inc. (the “Company” or “Republic”) dismissed Crowe LLP (“Crowe”) as its independent registered public accounting firm effective upon the completion of Crowe’s audit of the consolidated financial statements of the Company and filing of the Company’s Form 10-K for the year ended December 31, 2023. As reported in the Original Form 8-K, the Company previously advised Crowe that, at the direction of the Audit Committee, the Company would be appointing FORVIS as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 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.
Crowe’s report on the Company’s consolidated financial statements for the two most recent fiscal years ended December 31, 2023 and 2022 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, 2023 and 2022, and subsequent interim periods through March 14, 2024, the date on which the Company filed its Form 10-K for the fiscal year ended December 31, 2023, 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, 2023 and 2022, and subsequent interim periods through March 14, 2024, the date on which the Company filed its Form 10-K for the fiscal year ended December 31, 2023, 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, 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, and in Part II, Item 9A, “Controls and Procedures,” in the Company’s annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 14, 2024, 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. |
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The Company reported in its annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 14, 2024, that the Company’s management concluded that its disclosure controls and procedures as well as its internal control over financial reporting were all effective as of December 31, 2023.
The Audit Committee has discussed its 2022 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 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 March 15, 2024, is filed as Exhibit 16.1 to this report.
(b) Appointment of New Independent Registered Public Accounting Firm.
On March 14, 2024, the Audit Committee of Republic engaged FORVIS as the Company’s new independent registered public accounting firm for the year ending December 31, 2024, effective immediately. During the years ended December 31, 2023 and 2022, and the subsequent interim period through March 14, 2024, neither the Company nor anyone on its behalf consulted with FORVIS 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 on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that FORVIS concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” (within the meaning of Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) | Exhibits. Exhibit No. | |||
16.1 104 | Letter from Crowe dated March 15, 2024 Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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: March 15, 2024 | By: | /s/ Kevin Sipes |
Executive Vice President, Chief Financial Officer & Chief Accounting Officer |
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