SEC Comment Letter for Workhorse Group Inc. (WKHS) (CIK 0001425287) (WKHS) — Aug 22, 2011
Workhorse Group Inc. (WKHS) (CIK 0001425287)
Date: Aug. 22, 2011 · CIK: 0001425287 · Accession: 0000000000-11-050557
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 19, 2011
Letter
August 22, 2011 Via E-mail Paul V. Gonzales Chief Financial Officer AMP Holding Inc. 4540 Alpine Avenue Blue Ash, Ohio 45242 Re: AMP Holding Inc. Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 31, 2011 File No. 0-53704
Dear Mr. Gonzales: We have reviewed your supplemental res ponse letter to us dated August 2, 2011 in response to our letter of comment dated July 19, 2011 and have the following comments. In some of our comments, we may ask you to provi de 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 advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Form 10-K for Fiscal Year Ended December 31, 2010
Financial Statements
Statement of Stockholders’ E quity/(Deficit), page F-5
1. We have reviewed your response to our prior comment 10, and note your revisions included in the footnotes to the Form 10- Q for the quarterly period ended June 30, 2011 related to stock based compensation. With respect to options and warrants issued to consultants in Note 5 to the June 30, 2011 Form 10-Q, in future filings, please expand the narrative to discuss whether th e options and warrants are for services previously rendered at the balance sheet date. It is unclear whether the column labeled “weighted average remaining term in months” solely relates to the remaining exercise term of the option or warrant, or whether it also applies to any re maining or ongoing service requirement. In
Paul V. Gonzales AMP Holding Inc. August 22, 2011 Page 2
this regard, please disclose whether the cost vested and recognized at the balance sheet date and the remaining cost to be vested and recognized are based on any ongoing service requirement. Your disclosure does not distingui sh or discuss the natu re of any consulting agreements whereby services will be provided over a specified serv ice period. If there are no such agreements, please so state. You may contact Beverly A. Singleton, Sta ff Accountant, at (202) 551-3328, or Margery Reich, Senior Review Accountan t, at (202) 551-3347, if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3211 with any other questions. Sincerely, /s/ David R. Humphrey David R. Humphrey Accounting Branch Chief
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August 22, 2011 Via E-mail Paul V. Gonzales Chief Financial Officer AMP Holding Inc. 4540 Alpine Avenue Blue Ash, Ohio 45242 Re: AMP Holding Inc. Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 31, 2011 File No. 0-53704 Dear Mr. Gonzales: We have reviewed your supplemental res ponse letter to us dated August 2, 2011 in response to our letter of comment dated July 19, 2011 and have the following comments. In some of our comments, we may ask you to provi de 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 advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Form 10-K for Fiscal Year Ended December 31, 2010 Financial Statements Statement of Stockholders’ E quity/(Deficit), page F-5 1. We have reviewed your response to our prior comment 10, and note your revisions included in the footnotes to the Form 10- Q for the quarterly period ended June 30, 2011 related to stock based compensation. With respect to options and warrants issued to consultants in Note 5 to the June 30, 2011 Form 10-Q, in future filings, please expand the narrative to discuss whether th e options and warrants are for services previously rendered at the balance sheet date. It is unclear whether the column labeled “weighted average remaining term in months” solely relates to the remaining exercise term of the option or warrant, or whether it also applies to any re maining or ongoing service requirement. In Paul V. Gonzales AMP Holding Inc. August 22, 2011 Page 2 this regard, please disclose whether the cost vested and recognized at the balance sheet date and the remaining cost to be vested and recognized are based on any ongoing service requirement. Your disclosure does not distingui sh or discuss the natu re of any consulting agreements whereby services will be provided over a specified serv ice period. If there are no such agreements, please so state. You may contact Beverly A. Singleton, Sta ff Accountant, at (202) 551-3328, or Margery Reich, Senior Review Accountan t, at (202) 551-3347, if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3211 with any other questions. Sincerely, /s/ David R. Humphrey David R. Humphrey Accounting Branch Chief