SEC Comment Letter 0000000000-24-010113 to DSS, INC. (DSS)
DSS, INC.
Date: Sept. 6, 2024 · CIK: 0000771999 · Accession: 0000000000-24-010113
AI Filing Summary & Sentiment
File numbers found in text: 001-32146
Letter
September 6, 2024 Todd D. Macko Chief Financial Officer DSS, Inc. 275 Wiregrass Pkwy West Henrietta, NY 14586 Re:DSS, Inc. Form 10-K for the Year Ended December 31, 2023 Filed March 27, 2024 File No. 001-32146 Dear Todd D. Macko: We have limited our review of your filing to the financial statements and related disclosures and have the following comment(s). Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Year Ended December 31, 2023 Consolidated Statement of Operations, page 37 1.We note that you have significant impairments and losses on investments, investments in real estate and a provision for loan loss recorded in Other income (expense). Given that you operate businesses that generate investment income, provide loans, and operate real estate businesses, please tell us why you believe these amounts are appropriately classified outside of your operating loss. Additionally, it appears that the impairments of goodwill and intangible assets should be presented as part of operating loss. Please revise future filings accordingly. Notes to the Audited Financial Statements Note 2. Summary of Significant Accounting Policies, page 41 We note from your disclosure on page 41 that in May 2023 you distributed approximately 280 shares of SHRG in the form of a dividend to the shareholders of DSS common stock and as a result, SHRG was deconsolidated from your consolidated financial statements. 2.
September 6, 2024 Page 2 Please explain to us how you accounted for this transaction within your statement of changes in stockholders’ equity including why you increased your non-controlling interest in subsidiary as part of this transaction. Item 9A - Controls and Procedures Management's Annual Report on Internal Control over Financial Reporting, page 70 3.Please revise future filings to include a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting in accordance with Item 308(a)(1) of Regulation S-K. In closing, 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. Please contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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September 6, 2024
Todd D. Macko
Chief Financial Officer
DSS, Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:DSS, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 27, 2024
File No. 001-32146
Dear Todd D. Macko:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Consolidated Statement of Operations, page 37
1.We note that you have significant impairments and losses on investments, investments in
real estate and a provision for loan loss recorded in Other income (expense). Given that
you operate businesses that generate investment income, provide loans, and operate real
estate businesses, please tell us why you believe these amounts are appropriately
classified outside of your operating loss. Additionally, it appears that the impairments of
goodwill and intangible assets should be presented as part of operating loss. Please revise
future filings accordingly.
Notes to the Audited Financial Statements
Note 2. Summary of Significant Accounting Policies, page 41
We note from your disclosure on page 41 that in May 2023 you distributed approximately
280 shares of SHRG in the form of a dividend to the shareholders of DSS common stock
and as a result, SHRG was deconsolidated from your consolidated financial statements. 2.
September 6, 2024
Page 2
Please explain to us how you accounted for this transaction within your statement of
changes in stockholders’ equity including why you increased your non-controlling interest
in subsidiary as part of this transaction.
Item 9A - Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page 70
3.Please revise future filings to include a statement of management’s responsibility for
establishing and maintaining adequate internal control over financial reporting in
accordance with Item 308(a)(1) of Regulation S-K.
In closing, 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.
Please contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing