Business Context and Reporting Period
Company: Orion Energy Systems, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 18, 2011
Reporting Period: The filing addresses the change of independent registered public accounting firm for the fiscal year ending March 31, 2012.
Key Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change reported is the replacement of the Company's independent registered public accounting firm:
- Previous Firm: Grant Thornton LLP was notified on August 18, 2011, that it would not serve as the auditor for the 2012 fiscal year.
- New Firm: BDO USA, LLP was retained on August 18, 2011, to serve as the independent registered public accounting firm for the fiscal year ending March 31, 2012.
- Audit History: The audit reports issued by Grant Thornton LLP for the fiscal years ended March 31, 2011, and March 31, 2010, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Guidance, Outlook, and Risks
Management Commentary: The decision to change auditors was recommended and approved by the Audit and Finance Committee of the Board of Directors on August 18, 2011.
Disagreements and Reportable Events: The Company reported no disagreements with Grant Thornton LLP regarding accounting principles, practices, financial statement disclosures, or auditing scope/procedures during the two most recent fiscal years or through the date of the report. Additionally, no reportable events occurred within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Consultations with New Firm: The Company confirmed it had not consulted with BDO USA, LLP regarding the application of accounting principles, the type of audit opinion, or any matters subject to disagreement or reportable events during the two most recent fiscal years or through the date of the report.
Investor Verification Checklist
- Verify the effective date of the transition from Grant Thornton LLP to BDO USA, LLP for the 2012 fiscal year.
- Review the letter from Grant Thornton LLP (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the change.
- Monitor future filings (10-K/10-Q) for the first audit opinion issued by BDO USA, LLP to ensure continuity in financial reporting standards.
- Confirm that no undisclosed disagreements or reportable events exist between the Company and the former auditor.