Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On March 19, 2021 (the "Notice Date"), The First Bancshares, Inc. (the
"Company") notified Crowe LLP ("Crowe") that it was being dismissed as the
Company's independent registered public accounting firm effective as of the date
Crowe completes its compliance audit in accordance with the U.S. Department of
Housing and Urban Development Audit Guide for the year ended December 31, 2020.
The dismissal of Crowe was made upon the recommendation of the Audit Committee
of the Company's Board of Directors.
The audit reports of Crowe on the Company's consolidated financial statements
for each of the two most recent fiscal years ended December 31, 2020 and 2019
did not contain any adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company's two most recent fiscal years ended December 31, 2020 and
2019, and the subsequent interim period from January 1, 2021 through the Notice
Date, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) between the Company and Crowe on
any matters 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 subject
matter of the disagreement in connection with Crowe's reports on the Company's
consolidated financial statements for 2020 and 2019, and (ii) no "reportable
events" (as defined in Item 304(a)(1)(v) of Regulation S-K and the related
instructions).
The Company provided Crowe with a copy of the disclosures in this Current Report
on Form 8-K (this "Report") prior to filing this Report with the Securities and
Exchange Commission (the "SEC"). The Company requested that Crowe furnish it
with a letter addressed to the SEC stating whether Crowe agrees with the
statements made by the Company regarding Crowe in this Report and, if not,
stating the respects in which it does not agree. A copy of Crowe's letter dated
March 24, 2021 to the SEC is filed as Exhibit 16.1 to this Report.
(b) Engagement of Independent Registered Public Accounting Firm
On the Notice Date, the Company notified BKD, LLP ("BKD") that it had been
selected to serve as the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2021, subject to completion of BKD's
standard client acceptance procedures. The selection of BKD was approved by the
Audit Committee of the Company's Board of Directors on March 11, 2021 and
approved by the Company's Board of Directors on March 18, 2021.
During the Company's two most recent fiscal years ended December 31, 2020 and
2019, and the subsequent interim period from January 1, 2021 through the Notice
Date, the Company consulted with BKD on the following matters:
(i) Valuation services in connection with the Company's completed acquisitions in
2019 and 2020; and
(ii) Goodwill impairment testing in 2020.
Other than the matters described above, neither the Company nor anyone acting on
its behalf consulted with BKD 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 neither a written report nor oral advice was provided to the
Company that BKD concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue,
or (ii) any matter that was either the subject of a "disagreement" or
a "reportable event" (as defined in Item 304(a)(1)(iv) and
Item 304(a)(1)(v) of Regulation S-K and the related instructions, respectively).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
16.1 Letter from Crowe LLP, dated March 24, 2021.
104 Cover page in Inline XBRL format
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