SEC Comment Letter for WESTPORT FUEL SYSTEMS INC. (WPRT) (CIK 0001370416) (AETR) — Mar 15, 2013
WESTPORT FUEL SYSTEMS INC. (WPRT) (CIK 0001370416)
Date: March 15, 2013 · CIK: 0001370416 · Accession: 0000000000-13-014112
AI Filing Summary & Sentiment
Reasoning
Referenced dates: February 13, 2013
Letter
March 15 , 2013 Via E -mail Mr. David R. Demers Chief Executive Officer Westport Innovations Inc. Suite 101, 1750 West 75th Avenue Vancouver, British Columbia, Canada V6P 6G2
Re: Westport Innovations Inc. Form 40-F for the Fiscal Year Ended December 31, 201 2 Filed March 8 , 201 3 File No. 1-34152
Dear Mr. Demers :
We have reviewed your letters dated February 13, 2013, February 26, 2013 and March 4, 2013 and filing and have the following comments. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and t he information you provide in response to these comments, we may have additional comments.
Form 40 -F for the Fiscal Year Ended December 31, 2012
Exhibit 99.2 Consolidated Financial Statements
1. Given the significance of your investment in CWI for the ni ne months ended December 31, 2011, please amend the Form 40 -F to include CWI’s separate financial statements for all of the periods presented in your financial statements. Please ensure that the financial statements as of and for the nine months ended Dec ember 31, 2011, are audited.
Mr. David R. Demers Westport Innovations Inc. March 15 , 2013 Page 2
Note 2. Significant Accounting Policies
(a) Basis of Presentation, page 7
2. We note your statement that presenting CWI under the equity method is more appropriate . This statement suggests that your revised accounting was t he choice between two acceptable methods of accounting for your interest in CWI. Under FASB ASC 810 -10, you are not permitted to consolidate CWI unless you are the primary beneficiary. Since you have determined that there is no primary beneficiary, you m ay not consolidate your interest in CWI and this is not a choice among acceptable accounting alternatives. Please revise your disclosure here and on page 1 of Exhibit 99.3 to clarify.
3. Further, please amend to include all of the disc losures required by FASB ASC 250 -10- 50, including t he effect of the correction on each financial statement line item and any per-share amounts affected for each prior period presented.
Exhibit 99.3 Management’s Discussion and Analysis
Disclosure Controls and Procedures and Internal Control Over Financial Reporting, page 16
4. In light of the company’s restatement, please explain management’s conclusion that both disclosure controls and procedures and internal control over financial report ing were nonetheless effective as of December 31, 2012. Include a discussion of your analysis related to possible material weaknesses associated with the correction of the error in your accounting for your investment in CWI.
You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan , Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding these comments. In this regard, do not hesitate to contact me at (202) 551 -3671.
Sincerely,
/s/ Kate Tillan for
Show Raw Text
March 15 , 2013
Via E -mail
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver, British Columbia, Canada V6P 6G2
Re: Westport Innovations Inc.
Form 40-F for the Fiscal Year Ended December 31, 201 2
Filed March 8 , 201 3
File No. 1-34152
Dear Mr. Demers :
We have reviewed your letters dated February 13, 2013, February 26, 2013 and March 4,
2013 and filing and have the following comments. We have limited our review to only your
financial statements and related disclosures and do not intend to expand our review to other
portions of your documents. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and t he information you provide in
response to these comments, we may have additional comments.
Form 40 -F for the Fiscal Year Ended December 31, 2012
Exhibit 99.2 Consolidated Financial Statements
1. Given the significance of your investment in CWI for the ni ne months ended December
31, 2011, please amend the Form 40 -F to include CWI’s separate financial statements for
all of the periods presented in your financial statements. Please ensure that the financial
statements as of and for the nine months ended Dec ember 31, 2011, are audited.
Mr. David R. Demers
Westport Innovations Inc.
March 15 , 2013
Page 2
Note 2. Significant Accounting Policies
(a) Basis of Presentation, page 7
2. We note your statement that presenting CWI under the equity method is more
appropriate . This statement suggests that your revised accounting was t he choice
between two acceptable methods of accounting for your interest in CWI. Under FASB
ASC 810 -10, you are not permitted to consolidate CWI unless you are the primary
beneficiary. Since you have determined that there is no primary beneficiary, you m ay not
consolidate your interest in CWI and this is not a choice among acceptable accounting
alternatives. Please revise your disclosure here and on page 1 of Exhibit 99.3 to clarify.
3. Further, please amend to include all of the disc losures required by FASB ASC 250 -10-
50, including t he effect of the correction on each financial statement line item and any
per-share amounts affected for each prior period presented.
Exhibit 99.3 Management’s Discussion and Analysis
Disclosure Controls and Procedures and Internal Control Over Financial Reporting, page 16
4. In light of the company’s restatement, please explain management’s conclusion that both
disclosure controls and procedures and internal control over financial report ing were
nonetheless effective as of December 31, 2012. Include a discussion of your analysis
related to possible material weaknesses associated with the correction of the error in your
accounting for your investment in CWI.
You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan ,
Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551 -3671.
Sincerely,
/s/ Kate Tillan for
Martin James
Senior Assistant Chief Accountant