Business Context and Reporting Period
This Form 8-K Current Report was filed by Bloom Energy Corporation on September 3, 2020. The filing addresses a significant corporate governance event: the dismissal of the company's independent registered public accounting firm and the appointment of a successor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the change in the registrant's certifying accountant.
Material Changes
- Dismissal of PwC: On September 3, 2020, the Audit Committee dismissed PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm.
- Appointment of Deloitte: On the same date, the Committee appointed Deloitte & Touche LLP (Deloitte) as the new independent registered public accounting firm, effective immediately for the fiscal year ending December 31, 2020.
- Audit History: PwC's audit reports for fiscal years 2018 and 2019 contained no adverse opinions, disclaimers, or qualifications.
- Disagreements: There were no disagreements with PwC regarding accounting principles, practices, or audit scope. The only reportable event was a previously disclosed material weakness in internal controls related to the control environment and accounting expertise for complex transactions.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on business operations. However, it notes the following regarding risks and contingencies:
- Internal Control Weakness: The company previously disclosed a material weakness in internal control over financial reporting, specifically regarding the design and maintenance of an effective control environment with sufficient resources and accounting expertise.
- Consultation with New Auditor: Deloitte was previously engaged in December 2019 and March 2020 to provide advisory services regarding the accounting treatment for Managed Services Agreements and the adoption of new lease accounting standards. No written reports or oral advice from Deloitte were considered important factors in reaching decisions on accounting issues prior to their appointment as the auditor.
Investor Verification Checklist
- Verify the reasons for the dismissal of PwC beyond the stated lack of disagreements, given the context of the previously disclosed material weakness.
- Review the "Letter from PwC" (Exhibit 16.1) to confirm the auditor's stance on the dismissal and the statements made in this report.
- Monitor future filings for updates on the remediation of the material weakness in internal controls.
- Confirm the timeline for the transition of audit responsibilities from PwC to Deloitte for the remainder of the 2020 fiscal year.