United States securities and exchange commission logo
June 27, 2022
Richard Fraser-Smith
Chief Financial Officer
Pacific Green Technologies Inc.
8 The Green
Suite 10212
Dover, DE 19901
Re: Pacific Green
Technologies Inc.
Form 10-K for the
Fiscal Year ended March 31, 2021
Filed June 29, 2021
Response letter
dated May 19, 2022
File No. 000-54756
Dear Mr. Fraser-Smith:
We have reviewed your May 19, 2022 response to our comment letter
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. Unless we note otherwise, our references to prior comments are
to comments in our
May 2, 2022 letter.
Form 10-K for the Fiscal Year ended March 31, 2021
Financial Statements
Consolidated Statements of Operations and Comprehensive Income, page F-4
1. We note your response
to prior comment one, clarifying that your intangible assets are
related to your current
revenue process, although may also be used for additional research
and development and may
lead to future products and services.
For patents and
technical information that pertain to the products and services that you are
currently marketing and
selling, explain to us in further detail why amortization of these
Richard Fraser-Smith
Pacific Green Technologies Inc.
June 27, 2022
Page 2
intangibles would not be akin to an inventoriable cost that would need
to be allocated to
cost of goods sold to comply with generally accepted accounting
principles, in your view.
2. We understand from your response to prior comment one that you intend
to reclassify the
costs of certain commissions that have been reported as Management and
technical
consulting fees to Cost of goods sold in future filings.
Tell us how you have considered the materiality of the errors on your
measures of gross
profit for the two fiscal years ended March 31, 2021, and the three
subsequent interim and
cumulative periods, in formulating a view on the need to amend your
periodic reports. If
additional costs or amortization are also found to be attributable to
Cost of goods sold,
these should also be addressed in your response to this comment.
Provide us with the materiality analyses that you have performed,
considering the
guidance in FASB ASC 250-10-S99-1, and submit the disclosures that you
propose to
comply with FASB ASC 250-10-45-22 through 45-27.
Note 2 - Significant Accounting Policies
(g) Revenue Recognition, page F-11
3. We note your response to prior comment two clarifying that contracts
for the sale of
marine scrubbers have three performance obligations, including
certified design and
engineering work, acceptance of delivered equipment to customers, and
acceptance of
commissioned equipment; although you also state that certified design
and engineering
work is not a standalone service you have ever provided to a customer.
Tell us how you determined that each of the performance obligations
that you have
identified meet the criteria of being both a promise in the contract
and distinct based on
the guidance in FASB ASC 606-10-25-16, 25-17, 25-18, and 25-19 through
25-22.
All tell us how you recognize revenue for each performance obligation,
explain how your
policy is consistent with FASB 606-10-25-23 through 25-30, and submit
the disclosures
that you propose to comply with FASB ASC 606-10-50-12(a).
You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have any questions.
FirstName LastNameRichard Fraser-Smith Sincerely,
Comapany NamePacific Green Technologies Inc.
Division of
Corporation Finance
June 27, 2022 Page 2 Office of Energy
& Transportation
FirstName LastName