Item 4.01. Change in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm.
On September 16, 2020, the Audit Committee (the "Audit Committee") of the Board
of Directors of Ocean Power Technologies, Inc. (the "Company") dismissed KPMG
LLP ("KPMG") as the Company's independent registered public accounting firm,
effective immediately. The decision by the Audit Committee was made on the basis
of reducing ongoing costs related to the Company's annual auditor services.
During the Company's two most recent fiscal years ended April 30, 2020 and April
30, 2019 and during the subsequent interim period through September 16, 2020,
there were (i) no disagreements (as described in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) with KPMG on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which if not resolved to KPMG's satisfaction, would have
caused KPMG to make reference to the subject matter of the disagreements in its
reports on the Company's consolidated financial statements for such years, and
(ii) no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.
KPMG's audit reports on the Company's consolidated financial statements for each
of the two most recent fiscal years ended April 30, 2020 and April 30, 2019 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, except that
(i) KPMG's report on the consolidated financial statements of the Company as of
and for the year ended April 30, 2020, contained separate paragraphs
stating that "As discussed in Note 2(n) to the consolidated financial
statements, the Company has changed its method of accounting for leases as
of May 1, 2019 due to the adoption of Accounting Standards Update (ASU) No.
2016-02, Leases (Topic 842), and the related amendments" and "The
accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note
1(b) to the consolidated financial statements, the Company has suffered
recurring losses from operations and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note
1(b). The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty"; and
(ii) KPMG's report on the consolidated financial statements of the Company as of
and for the year ended April 30, 2019, contained separate paragraphs
stating that "The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 1(b) to the consolidated financial statements, as of
April 30, 2019 the Company has cash and cash equivalents of $16.7 million,
and the Company has suffered recurring losses from operations and has an
accumulated deficit. These factors raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 1(b). The consolidated financial
statements do not include any adjustments that might result from the
outcome of this uncertainty" and "As discussed in Note 1(o) to the
consolidated financial statements, effective May 1, 2018, the Company
adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts
with Customers, and several related amendments, issued by the Financial
Accounting Standards Board (FASB). This change was adopted using the
modified retrospective method."
The Company provided KPMG 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 has requested that KPMG furnish a
letter addressed to the SEC stating whether or not KPMG agrees with the
statements above. A copy of KPMG's letter dated September 18, 2020 is filed as
Exhibit 16.1 to this Report.
(b) Appointment of New Independent Registered Public Accounting Firm.
The Audit Committee, effective as of September 18, 2020, appointed EisnerAmper
LLP ("EisnerAmper") as the Company's independent registered public accounting
firm for the Company's fiscal year ended April 30, 2021. During the Company's
two most recent fiscal years ended April 30, 2020 and April 30, 2019 and during
the subsequent interim period through September 18, 2020, neither the Company
nor anyone acting on its behalf has consulted with EisnerAmper, regarding
either: (i) the application of accounting principles to a specific transaction,
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 EisnerAmper 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" (as defined in Item 304(a)(1)(iv) of
Regulation S-K) or a "reportable event" (as described in Item 304(a)(1)(v) of
Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
*16.1 Letter from KPMG LLP to the Securities and Exchange Commission dated
September 18, 2020.
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