SEC Comment Letter 0000000000-23-002092 to Fluence Energy, Inc. (FLNC) (CIK 0001868941) (FLNC)
Fluence Energy, Inc. (FLNC) (CIK 0001868941)
Date: March 2, 2023 · CIK: 0001868941 · Accession: 0000000000-23-002092
AI Filing Summary & Sentiment
File numbers found in text: 001-40978
Letter
United States securities and exchange commission logo March 2, 2023 Manavendra Sial Senior Vice President and Chief Financial Officer Fluence Energy, Inc. 4601 Fairfax Drive , Suite 600 Arlington , Virginia Re:Fluence Energy, Inc. Form 10-K for the Fiscal Year Ended September 30, 2022 Form 10-Q for the Period Ended December 31, 2022 Form 8-K furnished on December 12, 2022 File No. 001-40978 Dear Manavendra Sial: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8-K furnished on December 12, 2022 Exhibit 99.1, page 1 1.We note your disclosure of quarterly intake of $560M in your highlights for fourth quarter and fiscal year ended September 30, 2022. We also note your discussion of key operating metrics on page 12. Please tell us how intake orders relate to the key operating metrics and intake information disclosed on page 12 and revise to provide a clear definition of the metric and how it is calculated, why it is useful to investors, how management uses the metric and whether there are estimates or assumptions underlying the metric or its calculation for which disclosure is needed. Refer to SEC Release No. 33- 10751. Please also revise in your other respective filings including your 10-Q and 10-K filings. Form 10-K for the Fiscal Year Ended September 30, 2022
FirstName LastNameManavendra Sial Comapany NameFluence Energy, Inc. March 2, 2023 Page 2 FirstName LastName Manavendra Sial Fluence Energy, Inc. March 2, 2023 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 58 2.We note your adjustment for other expenses included in your non-GAAP measures tables. Please further explain each adjustment for us and tell us how you determined that the items included in other expenses are short term and clearly separable and direct results of COVID-19 and were incremental to charges incurred related to COVID-19 but not expected to recur once the pandemic has subsided. In this regard, please explain how you considered other factors that may have impacted the excess shipping costs and project charges, such as increase in oil prices and persistent price inflation, in your assessment. Refer to CF Disclosure Topic 9 for the use of COVID-19 related adjustments to determine non-GAAP financial measures and item 10(e)(1)(ii) of Regulation S-K. Results of Operations, page 60 3.We note your discussion of your results of operations, starting on page 60, that qualitatively discuss multiple factors that impacted these line items in each respective reporting period. Please revise to further describe material changes to a line item for the underlying reasons for such changes in both quantitative and qualitative terms, including the impact of offsetting factors. Refer to Item 303(b) of Regulation S-K. Form 10-Q for the Period Ended December 31, 2022 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 39 4.Please expand your disclosures to fully discuss the underlying factors for the significant changes in working capital and cash flows between periods and any future effects on your financial condition and results operations. In this regard we note higher inventory balances and a related discussion of inventory build during your first quarter earnings call. Refer Item 303(c) of Regulation S-K. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Charles Eastman at 202-551-3794 or Melissa Gilmore at 202-551- 3777 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
Show Raw Text
United States securities and exchange commission logo
March 2, 2023
Manavendra Sial
Senior Vice President and Chief Financial Officer
Fluence Energy, Inc.
4601 Fairfax Drive , Suite 600
Arlington , Virginia
Re:Fluence Energy, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2022
Form 10-Q for the Period Ended December 31, 2022
Form 8-K furnished on December 12, 2022
File No. 001-40978
Dear Manavendra Sial:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 8-K furnished on December 12, 2022
Exhibit 99.1, page 1
1.We note your disclosure of quarterly intake of $560M in your highlights for fourth quarter
and fiscal year ended September 30, 2022. We also note your discussion of key
operating metrics on page 12. Please tell us how intake orders relate to the key operating
metrics and intake information disclosed on page 12 and revise to provide a clear
definition of the metric and how it is calculated, why it is useful to investors, how
management uses the metric and whether there are estimates or assumptions underlying
the metric or its calculation for which disclosure is needed. Refer to SEC Release No. 33-
10751. Please also revise in your other respective filings including your 10-Q and 10-K
filings.
Form 10-K for the Fiscal Year Ended September 30, 2022
FirstName LastNameManavendra Sial
Comapany NameFluence Energy, Inc.
March 2, 2023 Page 2
FirstName LastName
Manavendra Sial
Fluence Energy, Inc.
March 2, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 58
2.We note your adjustment for other expenses included in your non-GAAP measures tables.
Please further explain each adjustment for us and tell us how you determined that
the items included in other expenses are short term and clearly separable and direct results
of COVID-19 and were incremental to charges incurred related to COVID-19 but not
expected to recur once the pandemic has subsided. In this regard, please explain how you
considered other factors that may have impacted the excess shipping costs and project
charges, such as increase in oil prices and persistent price inflation, in your assessment.
Refer to CF Disclosure Topic 9 for the use of COVID-19 related adjustments to determine
non-GAAP financial measures and item 10(e)(1)(ii) of Regulation S-K.
Results of Operations, page 60
3.We note your discussion of your results of operations, starting on page 60, that
qualitatively discuss multiple factors that impacted these line items in each respective
reporting period. Please revise to further describe material changes to a line item for the
underlying reasons for such changes in both quantitative and qualitative terms, including
the impact of offsetting factors. Refer to Item 303(b) of Regulation S-K.
Form 10-Q for the Period Ended December 31, 2022
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 39
4.Please expand your disclosures to fully discuss the underlying factors for the
significant changes in working capital and cash flows between periods and any future
effects on your financial condition and results operations. In this regard we note
higher inventory balances and a related discussion of inventory build during your first
quarter earnings call. Refer Item 303(c) of Regulation S-K.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Charles Eastman at 202-551-3794 or Melissa Gilmore at 202-551-
3777 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing