CITY HOLDING COMPANY (NASDAQ:CHCO) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01 Changes in Registrant’s Certifying Accountant
As reported in City Holding Company’s (the “Company”) Form DEF 14A filed on March 19, 2019, the Company previously advised its independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”), that at the direction of the Audit Committee of the Board of Directors (the “Audit Committee”), the Company would be soliciting proposals, including from Ernst & Young, for the provision of auditing services for the year ending December 31, 2019.
|
(a) |
Dismissal of Independent Registered Public Accounting Firm |
On March 27, 2019, the Company informed Ernst & Young that the Audit Committee approved their dismissal as the Company’s independent registered public accounting firm upon completion of their review of the Company’s interim financial statements for the quarter ended March 31, 2019.
The reports of Ernst & Young on the Company’s consolidated financial statements for the fiscal years ended December 31, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through March 27, 2019, there have been no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Ernst & Young would have caused Ernst & Young to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2018 and 2017 and through March 27, 2019, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Ernst & Young with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Ernst & Young furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), to Item 304(a)(3) of Regulation S-K, stating whether or not Ernst & Young agrees with the statements related to them made by the Company in this report. A copy of Ernst & Young’s letter to the SEC dated March 27, 2019 is attached as Exhibit 16.1 to this report.
|
(b) |
Newly Engaged Independent Registered Public Accounting Firm |
On March 27, 2019, the Audit Committee of the Board of Directors of City Holding Company (the “Company”) engaged Crowe LLP (“Crowe”) as the Company’s new independent registered public accounting firm for the year ending December 31, 2019 effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2019, subject to completion of Crowe’s standard client acceptance procedures and execution of an engagement letter. Except as disclosed below, during the years ended December 31, 2018 and 2017, and the subsequent interim period through March 27, 2019, neither the Company nor anyone on its
behalf consulted with Crowe 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 Crowe 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). Previously, in conjunction with the Company’s December 7, 2018 acquisitions of Poage Bankshares, Inc. and Farmers Deposit Bancorp, Inc., the Company engaged Crowe for the Valuation of the Loan Portfolio, Certificates of Deposit, and Core Deposit Customer Relationships Intangible Asset for Poage Bankshares, Inc. and the Valuation of the Loan Portfolio, Certificates of Deposit, and Core Deposit Customer Relationships Intangible Asset for Farmers Deposit Bancorp, Inc.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit |
Description |
|
16.1 |
Letter from Ernst & Young LLP dated March 27, 2019
|
CITY HOLDING CO Exhibit
EX-16.1 2 ex161eyletter2018.htm EXHIBIT 16.1,…
To view the full exhibit click here
About CITY HOLDING COMPANY (NASDAQ:CHCO)
City Holding Company is a financial holding company. The Company conducts its principal activities through its subsidiary, City National Bank of West Virginia (City National). City National provides banking, trust and investment management and other financial solutions through its network of approximately 85 banking offices located in the states of West Virginia, Virginia, eastern Kentucky and southeastern Ohio. It offers various products and services, including commercial banking, consumer banking, mortgage banking, and wealth management and trust services. It offers a range of commercial banking services to corporations and other business customers. Loans are provided for a variety of business purposes, including financing for commercial and industrial projects, income producing commercial real estate, owner-occupied real estate and construction and land development. City National provides merchant credit card services through an agreement with a third party vendor.
