BEBloom Energy

You disclose that on February 11, 2020, your Audit Committee concluded that your previously issued Prior Period Financial Statements should no longer be relied upon based on an accounting error identified by PwC.

Rest of the question

To the extent you were advised or notified by PwC that these Prior Period Financial Statements should no longer be relied upon, disclose the date on which you were advised or notified by PwC, as well as obtain and file a letter from PwC as an exhibit to an amended Form 8-K stating whether it agrees with the statements made by you in response to Item 4.02 and, if not, stating the respects in which it does not agree. Refer to the disclosure requirements of Item 4.02 of Form 8-K. 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.

As the Form 8-K stated, the Company and PricewaterhouseCoopers LLP (“PWC”) “determined that the Impacted MSAs should have been accounted for as financing transactions, in which revenue is recognized over the life of the Impacted MSAs” and “determined that the previous accounting for the Impacted MSAs was in error.” However, PWC did not advise or notify the Audit Committee or the Company that the Prior Period Financial Statements should no longer be relied upon.

Rest of the answer

That was a decision made by the Audit Committee of the Company’s Board of Directors on February 11, 2020, as disclosed in the Form 8-K. Hence, Item 4.02(b) of Form 8-K does not apply to these circumstances.

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