0001260415-12-000026.txt : 20120824
0001260415-12-000026.hdr.sgml : 20120824
20120725141857
ACCESSION NUMBER: 0001260415-12-000026
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120725
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: DYNASIL CORP OF AMERICA
CENTRAL INDEX KEY: 0000030831
STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220]
IRS NUMBER: 221734088
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: 385 COOPER RD
CITY: WEST BERLIN
STATE: NJ
ZIP: 08091
BUSINESS PHONE: 8567674600
MAIL ADDRESS:
STREET 1: 385 COOPER RD
CITY: WEST BERLIN
STATE: NJ
ZIP: 08091
CORRESP
1
filename1.txt
[LOGO] DYNASIL
44 Hunt Street
Watertown, MA 02472
Phone (617) 668-6855
Fax (617) 668-6890
www.dynasil.com [/LOGO]
July 25, 2012
BY EDGAR SUBMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Mr. John Cash
Re: Dynasil Corporation of America
Form 10-K for the fiscal year ended September 30, 2011
Filed December 29, 2011
Form 10-Q for the quarter ended March 31, 2012
Filed May 15, 2012
File No. 1-35011
Dear Mr. Cash:
On behalf of Dynasil Corporation of America (the "Company"), set forth
below is the response to the question provided to the Company by the
staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") in a letter dated June 25, 2012 (the "Letter"). As
discussed in our conversation on June 28, 2012, we agreed to submit this
response letter by Wednesday, July 25, 2012.
1. We note that your stock price has declined since your fiscal year
end September 30, 2011 and also note your disclosure which indicates that
if events or changes in circumstances indicate that assets may be
impaired you perform additional impairment tests. With a view towards
future disclosures please tell us what changes in circumstances you
consider when determining whether additional impairment testing is
necessary and specifically address how you considered the decline in the
market value of your stock over the first six months of your fiscal 2012.
RESPONSE:
We respectfully acknowledge the Staff's comment; however the Company does
not consider the temporary volatility in our stock price to necessarily
be a triggering event requiring review of our goodwill assets for
impairment. In the Company's opinion, the decline in market value of the
stock over the first six months of fiscal 2012 is not specific to any
single event or reporting unit. While the Company did experience
operating cash flow declines in the first six months of fiscal year 2012,
this was primarily due to increased spending necessary to advance future
opportunities, and not to a particular loss of market share or more
permanent market declines. In light of these facts, the gradual
strengthening of the economy, the continued strength of the Company's
backlog, and projected revenue and operating cash flow increases over the
United States Securities and
Exchange Commission
July 25, 2012
next 12 months, the Company deemed there were no events, as referenced in
FASB ASC 350-20-35-30, that occurred since September 30, 2011, that would
more likely than not reduce the fair value of any reporting unit below
its carrying amount.
As disclosed in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2012, the reported decline in the Company's operating results
has primarily come from increased SG&A and R&D spending necessary to
advance future opportunities. The Company believes that nothing has
occurred in the first 6 months of fiscal year 2012 that significantly
impacts the projections used in the prior year impairment tests.
Revenues have improved slightly and gross margins have been stable for
the first six months of the Company's fiscal 2012 year compared to prior
period results.
The Company generally performs its annual impairment testing of goodwill
in connection with its fiscal year end, and reports the results thereof
in its annual report on Form 10-K, or more frequently if events or
changes in circumstances indicate that the assets might be impaired. The
Company tests impairment at the reporting unit level. The Company's
primary reporting units tested for impairment are RMD Research, which
comprises our Contract Research segment, Dynasil Products (previously
known as RMD Instruments), which is a component of our Products and
Technology segment and Hilger Crystals, also in the Products and
Technology segment.
We will update our future filings to include what factors we consider
which may indicate the requirement to perform additional, interim
impairment tests. These include:
- A significant adverse long term outlook for any of our industries;
- An adverse finding or rejection from a regulatory body involved in
new product regulatory approvals;
- Failure of an anticipated commercialization product line;
- Unanticipated competition or a disruptive technology introduction;
- The testing for recoverability under the Impairment or Disposal of
Long-Lived Assets Subsections of Subtopic 360-10 of a significant asset
group within a reporting unit;
- A loss of key personnel; and
- An expectation that a reporting unit carrying goodwill, or a
significant portion of a reporting unit, will be sold or otherwise
disposed of.
In response to the Staff's request, the Company acknowledges that:
- the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
- staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
- the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
United States Securities and
Exchange Commission
July 25, 2012
If you require additional information, please telephone the undersigned
at 617-668-6848.
Respectfully submitted,
Richard A. Johnson
Chief Financial Officer
cc: Matthew J. Gardella
Edwards Wildman Palmer LLP