Item 4.01. Changes in Registrant's Certifying Accountant.
On September 29, 2022, FORVIS, LLP ("FORVIS") was dismissed as the independent
registered public accounting firm for United Bancorp, Inc. (the "Company")
effective immediately. FORVIS is a product of the 2022 merger between BKD, LLP
and Dixon Hughes Goodman, LLP. The decision to dismiss FORVIS was approved by
the Audit Committee of the Board of Directors of the Company. The basis for the
dismissal of FORVIS is its pending acquisition of ProBank Austin ("ProBank"),
which will become effective on October 1, 2022. ProBank is a nationally
respected provider of loan review, regulatory compliance, asset/liability and
interest rate risk management, and capital advisory services to financial
institutions. ProBank is currently retained by Unified Bank, the Company's
wholly-owned commercial bank subsidiary, which engagement will effectively
eliminate the independence of FORVIS under applicable SEC requirements and
accounting guidance immediately upon the consummation of such acquisition.
During the years ended December 31, 2021 and 2020 and the subsequent interim
period through September 29, 2022, there were no: (1) disagreements with FORVIS
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to their satisfaction, would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement, or (2)
reportable events under Item 304(a)(1)(v) of Regulation S-K.
The audit reports of FORVIS on the consolidated financial statements of the
Company as of and for the years ended December 31, 2021 and 2020 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.
Before filing this Current Report on Form 8-K with the SEC, the Company provided
FORVIS with a copy of the disclosures contained in this Item 4.01. The Company
has requested that FORVIS issue a letter, addressed to the SEC, stating whether
or not FORVIS agrees with the statements contained in this Item 4.01(a). A copy
of FORVIS's letter dated September 30, 2022, addressed to the SEC, is filed as
Exhibit 16 to this Current Report on Form 8-K.
On September 29, 2022 the Company's Audit Committee also approved the
appointment of S.R. Snodgrass, P.C. ("Snodgrass") as the Company's new
independent registered public accounting firm to perform independent audit
services for the fiscal year ending December 31, 2022, subject to completion of
Snodgrass' standard client acceptance procedures and execution of an engagement
letter. During the fiscal years ended December 31, 2021 and 2020 and through
September 29, 2022, neither the Company, nor anyone acting on its behalf,
consulted Snodgrass 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 with respect to the consolidated
financial statements of the Company, and no written report or oral advice was
provided to the Company by Snodgrass that 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 the subject of a "disagreement"
(within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a "reportable event" (as described in Item 304(a)(1)(v) of
Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit
Number Exhibit Description
16 Letter of FORVIS, LLP dated September 30, 2022
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