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
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.
FirstName LastNameManavendra Sial Sincerely,
Comapany NameFluence Energy, Inc.
Division of
Corporation Finance
March 2, 2023 Page 2 Office of
Manufacturing
FirstName LastName