SEC Comment Letter for 3D SYSTEMS (DDD) — Jun 22, 2017
3D SYSTEMS CORP
Date: June 22, 2017 · CIK: 0000910638 · Accession: 0000000000-17-021911
AI Filing Summary & Sentiment
Letter
Mail Stop 4561 June 22, 2017 Vyomesh I. Joshi 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, 2016 Filed February 28, 2017 Form 8 -K Furnished May 3, 2017 File No. 001 -34220
Dear Mr. Joshi :
We have reviewed your filings and have the following comments. In some of our comments, we may ask yo u 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 o ur 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.
Form 10 -K for the Fiscal Year Ended December 31, 2016
Item 7. Manage ment’s Discussion and Analysis of Financial Condition and Results of Operations
Other Financial Information, page 36
1. We note that y ou present a full non -GAAP income statement when reconciling non - GAAP measures to the most directly comparable GAAP measures here and in your earnings releases furnished on Form 8 -K. In your next earnings release, p lease reconcile without presenting a full non -GAAP income statement . We refer you to Question
Vyomesh I. Joshi 3D Systems Corporation June 22, 2017 Page 2
102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.
Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive Loss, page F -5
2. With a view toward future discl osures, please tell us the amount of depreciation and amortization that is directly attributable to the generation of revenue . Explain how your presentation complies with the guidance in SAB Topic 11.B .
Note 2 Significant Accounting Policies
Inventories , page F -10
3. We note that you disclose the amount of inventory reserves on your consolidated balance sheets and elsewhere in the filing . Please tell us how your inventory valuation policy complies with the guidance in SAB Topic 5 (BB) and ASC 330 -10-35-14. That is, such reserves should establish a new cost basis and therefore, reserve balances as of the year end should not be reflected in a separate account.
Note 21 Segment Information, page F -31
4. With a view to ward future disclosures, please tell us t he amount of revenues and long - lived assets for the United States, your country of domicile. We refer you to ASC 280 - 10-50-41.
Note 22 Commitments and Contingencies
Litigation, page F -34
5. We note from your disclosures that although you cannot predict th e results of litigation with certainty, you believe that the disposition of these legal matters will not have a material adverse effect on your consolidated results of operations or consolidated financial position. Please explain why you have omitted the statement of cash flows or revise future filings to include this financial statement. Please also clarify in your response and future filings whether your belief that the legal matters will not have a material adverse effect pertains only to the “other legal matters incidental to [your] business” referenced in the preceding sentence or to all legal proceedings, including the ones s pecifically described in Note 22 .
Vyomesh I. Joshi 3D Systems Corporation June 22, 2017 Page 3
Form 8 -K furnished on May 3 , 2017
6. It appears you omit a quantitative reconciliation with respect to your forward looking non-GAAP guidance in reliance on the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S -K. In your next earnings release, please follow the guidanc e in Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.
We remind you that the company and its management are respons ible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Morgan Youngwood, Staff Accountant, at (202) 551 -3479 if you have questions regarding comments on th e financial statements and related matters. If you have any other questions, please contact Ivan Griswold, Staff Attorney, at (202) 551 -3853 or Katherine Wray, Staff Attorney, at (202) 551 -3483. If you require further assistance, do not hesitate to conta ct me at (202) 551 -3226 .
Sincerely,
/s/ Stephen Krikorian for
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Mail Stop 4561 June 22, 2017 Vyomesh I. Joshi 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, 2016 Filed February 28, 2017 Form 8 -K Furnished May 3, 2017 File No. 001 -34220 Dear Mr. Joshi : We have reviewed your filings and have the following comments. In some of our comments, we may ask yo u 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 o ur 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. Form 10 -K for the Fiscal Year Ended December 31, 2016 Item 7. Manage ment’s Discussion and Analysis of Financial Condition and Results of Operations Other Financial Information, page 36 1. We note that y ou present a full non -GAAP income statement when reconciling non - GAAP measures to the most directly comparable GAAP measures here and in your earnings releases furnished on Form 8 -K. In your next earnings release, p lease reconcile without presenting a full non -GAAP income statement . We refer you to Question Vyomesh I. Joshi 3D Systems Corporation June 22, 2017 Page 2 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016. Consolidated Financial Statements Consolidated Statements of Operations and Comprehensive Loss, page F -5 2. With a view toward future discl osures, please tell us the amount of depreciation and amortization that is directly attributable to the generation of revenue . Explain how your presentation complies with the guidance in SAB Topic 11.B . Note 2 Significant Accounting Policies Inventories , page F -10 3. We note that you disclose the amount of inventory reserves on your consolidated balance sheets and elsewhere in the filing . Please tell us how your inventory valuation policy complies with the guidance in SAB Topic 5 (BB) and ASC 330 -10-35-14. That is, such reserves should establish a new cost basis and therefore, reserve balances as of the year end should not be reflected in a separate account. Note 21 Segment Information, page F -31 4. With a view to ward future disclosures, please tell us t he amount of revenues and long - lived assets for the United States, your country of domicile. We refer you to ASC 280 - 10-50-41. Note 22 Commitments and Contingencies Litigation, page F -34 5. We note from your disclosures that although you cannot predict th e results of litigation with certainty, you believe that the disposition of these legal matters will not have a material adverse effect on your consolidated results of operations or consolidated financial position. Please explain why you have omitted the statement of cash flows or revise future filings to include this financial statement. Please also clarify in your response and future filings whether your belief that the legal matters will not have a material adverse effect pertains only to the “other legal matters incidental to [your] business” referenced in the preceding sentence or to all legal proceedings, including the ones s pecifically described in Note 22 . Vyomesh I. Joshi 3D Systems Corporation June 22, 2017 Page 3 Form 8 -K furnished on May 3 , 2017 6. It appears you omit a quantitative reconciliation with respect to your forward looking non-GAAP guidance in reliance on the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S -K. In your next earnings release, please follow the guidanc e in Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016. We remind you that the company and its management are respons ible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Morgan Youngwood, Staff Accountant, at (202) 551 -3479 if you have questions regarding comments on th e financial statements and related matters. If you have any other questions, please contact Ivan Griswold, Staff Attorney, at (202) 551 -3853 or Katherine Wray, Staff Attorney, at (202) 551 -3483. If you require further assistance, do not hesitate to conta ct me at (202) 551 -3226 . Sincerely, /s/ Stephen Krikorian for Craig Wilson Senior Assistant Chief Accountant