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EX-16.1 - EXHIBIT 16.1 - MB Bancorp Inct1700975_ex16-1.htm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) March 30, 2017

 

 

 

MB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland 000-55341 47-1696350
(State or other jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)

 

1920 Rock Spring Road, Forest Hill, Maryland 21050
(Address of principal executive offices) (Zip Code)

 

(410) 420-9600

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
   

 

 

Explanatory Note

 

This Form 8-K/A (the “Form 8-K/A”) amends the Form 8-K previously filed by MB Bancorp, Inc. (the “Company”) on March 20, 2017 (the “Original Form 8-K”). In the Original Form 8-K, the Company disclosed that it had notified Dixon Hughes Goodman LLP (“DHG”), the Company’s independent auditors, that DHG would be dismissed effective following DHG’s completion of its audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2016 (the “2016 Financial Statements”). The Original Form 8-K also reported that TGM Group LLC would be engaged as the Company’s independent auditors following DHG’s completion of its audit of the 2016 Financial Statements. DHG completed its audit of the 2016 Financial Statements on March 30, 2017. The Form 8-K/A supplements the disclosure previously filed under Items 4.01(a) and 4.01(b) of the Original Form 8-K to include required disclosures relating to the 2016 Financial Statements which were not available at the time of the filing of the Original 8-K.

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

(a)          On March 30, 2017, the Company’s Board of Directors of MB Bancorp, Inc. (the “Company”) dismissed DHG based on the recommendation of the Audit Committee of the Board of the Directors. DHG was engaged to serve as the Company's independent registered public accounting firm effective June 1, 2016 following the resignation of Stegman & Company (“Stegman”) effective June 1, 2016 after substantially all directors and employees of Stegman joined DHG. DHG completed its audit of the 2016 Financial Statements on March 30, 2017. The audit report of DHG on the 2016 Financial Statements 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 year ended December 31, 2016, and through the subsequent interim period preceding March 30, 2017, there were: (1) no disagreements between the Company and DHG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of DHG would have caused DHG to make reference thereto in its reports on the 2016 Financial Statements, and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided DHG with a copy of the disclosures in this Form 8-K and has requested that DHG furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements in this Item 4.01. A copy of the DHG letter dated April 4, 2017 is filed as Exhibit 16.1 to this Form 8-K.

 

(b)         On April 3, 2017, based on the recommendation of the Audit Committee of the Board of Directors, the Company engaged TGM Group LLC (“TGM”) as the Company’s independent registered public accounting firm. During the Company’s fiscal years ended December 31, 2016 and 2015 and the subsequent interim periods preceding April 3, 2017, the Company did not consult with TGM regarding: (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit opinion that might be rendered on the Company’s financial statements, and TGM did not provide any written report or

 

   

 

 

oral advice that TGM concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue; or (3) any matter that was either the subject of a disagreement with DHG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure or the subject of a reportable event.

 

Item 9.01 Financial Statements and Exhibits.

 

  (a) Financial Statements of Businesses Acquired:  Not applicable
     
  (b) Pro Forma Financial Information:  Not applicable
     
  (c) Shell Company Transactions:  Not Applicable
     
  (d) Exhibits

 

  Number   Description
       
  16.1   Letter of Dixon Hughes Goodman LLP

 

   

 

 

SIGNATURE

 

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 thereunto duly authorized.

 

  MB BANCORP, INC.
     
Date: April 4, 2017 By: /s/ Phil Phillips
    Phil Phillips
    President and Chief Executive Officer