SEC Comment Letter for 3D SYSTEMS CORP (DDD) (CIK 0000910638) (DDD) — Jul 2, 2013
3D SYSTEMS CORP (DDD) (CIK 0000910638)
Date: July 2, 2013 · CIK: 0000910638 · Accession: 0000000000-13-036156
AI Filing Summary & Sentiment
Reasoning
Letter
July 2, 2013 Via E -mail Abraham N. Reichental Chief Executive Officer 3D Systems Corporation 333 Three D Systems Circle Rock Hill, South Carolina 29730
Re: 3D Systems Corporation Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 25, 2013 Form 8 -K Filed on April 30 , 2013 File No. 001 -34220
Dear Mr. Reichental :
We have reviewed your letter s dated April 26 , 2013 and June 4, 2013 in connection with the above -referenced filing s 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 this letter within ten business days by amending your filing s, 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 s and the information you provide in response to these comment s, we may have additional comments. Unless otherwise noted , where prior comments are referred to they refer to our l etter dated April 5 , 2013 .
Form 10 -K for the Fis cal Year Ended December 31, 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 42
1. We note your response t o prior comment 2 and continue to believe that you should disclose the amount of cash and investments that are currently held by your foreign subsidiaries and the impact of repatriating the undistributed earnings.
Abraham N. Reichental 3D Systems Corporation July 2, 2013 Page 2
Consolidated Financial Statements
Note 2 . Summary of Significant Accounting Policies
Revenue Recognition, page F -8
2. We note your response to prior comment 3. Please quantify and clarify how you account for transactions in which your resellers purchase printers for their inventory . In addition, explain in greater detail the nature of certain situations whereby the reseller receives a commission for facilitating a transaction between you and the customer. As part of your response, cite t he accounting guidance that you relied upon.
3. We note your response to prior comment 5. Please consider revising your disclosure to clearly indicate that product sales (e.g, printers) are recognized upon delivery. That is, your disclosure states that “each deliverable is recognized ratably.”
Note 20. Income Taxes, page F -36
4. Your response to prior comment 10 indicates that you believe a calculation of the deferred tax liability associated with your undistributed earnings is impracticable at this time. Please tell us what consideration you gave to including a statement that such determination is not practicable. We refer you to ASC 740 -30-50-2(c).
Form 8 -K filed on April 30, 2013
5. We note your presentation of non -GAAP consolidated statements of operations in response to prior comment 13. We believe the presentation of a non -GAAP operating statement may create the unwarranted impression to investors that the non -GAAP operating statement has been prepared under a comprehensive set of accounting rules or principles while also conveying undue pro minence to a statement based on non -GAAP measures. Please remove this presentation, or explain to us in reasonable detail why its retention is justified in light of these concerns. As a substitute for this presentation format, you may consider presenting only individual non -GAAP measures (i.e., line items, subtotals, etc.), provided each one complies with Item 10 of Regulation S -K. We refer you to Question 102.10 of the Compliance & Disclosure Interpretations Regarding Non-GAAP Financial Measures.
Abraham N. Reichental 3D Systems Corporation July 2, 2013 Page 3
You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 if you have any questions regarding comments on the financial statements and related matters . If you have any other questions, please contact Matthew Crispino , Staff Attorney, at (202) 551-3456 or Barbara Jacobs, Assistant Director, at (202) 551 -3735. If you require further assistance, do not hesitate to contact me at (202) 551 -3488 with any other questions.
Sincerely,
/s/ Stephen Krikorian
Show Raw Text
July 2, 2013
Via E -mail
Abraham N. Reichental
Chief Executive Officer
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730
Re: 3D Systems Corporation
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 25, 2013
Form 8 -K
Filed on April 30 , 2013
File No. 001 -34220
Dear Mr. Reichental :
We have reviewed your letter s dated April 26 , 2013 and June 4, 2013 in connection with
the above -referenced filing s 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 this letter within ten business days by amending your filing s, 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 s and the information you provide in
response to these comment s, we may have additional comments. Unless otherwise noted , where
prior comments are referred to they refer to our l etter dated April 5 , 2013 .
Form 10 -K for the Fis cal Year Ended December 31, 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 42
1. We note your response t o prior comment 2 and continue to believe that you should
disclose the amount of cash and investments that are currently held by your foreign
subsidiaries and the impact of repatriating the undistributed earnings.
Abraham N. Reichental
3D Systems Corporation
July 2, 2013
Page 2
Consolidated Financial Statements
Note 2 . Summary of Significant Accounting Policies
Revenue Recognition, page F -8
2. We note your response to prior comment 3. Please quantify and clarify how you account
for transactions in which your resellers purchase printers for their inventory . In addition,
explain in greater detail the nature of certain situations whereby the reseller receives a
commission for facilitating a transaction between you and the customer. As part of your
response, cite t he accounting guidance that you relied upon.
3. We note your response to prior comment 5. Please consider revising your disclosure to
clearly indicate that product sales (e.g, printers) are recognized upon delivery. That is,
your disclosure states that “each deliverable is recognized ratably.”
Note 20. Income Taxes, page F -36
4. Your response to prior comment 10 indicates that you believe a calculation of the
deferred tax liability associated with your undistributed earnings is impracticable at this
time. Please tell us what consideration you gave to including a statement that such
determination is not practicable. We refer you to ASC 740 -30-50-2(c).
Form 8 -K filed on April 30, 2013
5. We note your presentation of non -GAAP consolidated statements of operations in
response to prior comment 13. We believe the presentation of a non -GAAP operating
statement may create the unwarranted impression to investors that the non -GAAP
operating statement has been prepared under a comprehensive set of accounting rules or
principles while also conveying undue pro minence to a statement based on non -GAAP
measures. Please remove this presentation, or explain to us in reasonable detail why its
retention is justified in light of these concerns. As a substitute for this presentation
format, you may consider presenting only individual non -GAAP measures (i.e., line
items, subtotals, etc.), provided each one complies with Item 10 of Regulation S -K. We
refer you to Question 102.10 of the Compliance & Disclosure Interpretations Regarding
Non-GAAP Financial Measures.
Abraham N. Reichental
3D Systems Corporation
July 2, 2013
Page 3
You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 if you have
any questions regarding comments on the financial statements and related matters . If you have
any other questions, please contact Matthew Crispino , Staff Attorney, at (202) 551-3456 or
Barbara Jacobs, Assistant Director, at (202) 551 -3735. If you require further assistance, do not
hesitate to contact me at (202) 551 -3488 with any other questions.
Sincerely,
/s/ Stephen Krikorian
Stephen Krikorian
Accounting Branch Chief