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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to____________
Commission File No. 001-34220
__________________________
3D SYSTEMS CORPORATION
(Exact name of Registrant as Specified in its Charter)
__________________________ | | | | | |
Delaware | 95-4431352 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
333 Three D Systems Circle
Rock Hill, South Carolina 29730
(Address of Principal Executive Offices and Zip Code)
(Registrant’s Telephone Number, Including Area Code): (803) 326-3900
_________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | | DDD | | New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
Large accelerated filer | ☒ | | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
Emerging growth company | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act .☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Shares of Common Stock, par value $0.001 per share, outstanding as of May 4, 2023: 131,155,200.
3D SYSTEMS CORPORATION
Form 10-Q
For the Three Months Ended March 31, 2023
TABLE OF CONTENTS
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PART II - OTHER INFORMATION | |
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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | | | | | | | | | |
(in thousands, except par value) | March 31, 2023 | | December 31, 2022 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 525,898 | | | $ | 388,134 | |
Short-term investments | 4,027 | | | 180,603 | |
Accounts receivable, net of reserves — $2,922 and $3,114 | 94,677 | | | 93,886 | |
Inventories | 147,365 | | | 137,832 | |
Prepaid expenses and other current assets | 38,242 | | | 33,790 | |
| | | |
Total current assets | 810,209 | | | 834,245 | |
Property and equipment, net | 62,150 | | | 58,072 | |
Intangible assets, net | 88,064 | | | 90,230 | |
Goodwill | 385,754 | | | 385,312 | |
Right-of-use assets | 57,090 | | | 42,746 | |
Deferred income tax asset | 7,214 | | | 7,038 | |
| | | |
Other assets | 31,813 | | | 28,970 | |
Total assets | $ | 1,442,294 | | | $ | 1,446,613 | |
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY | | | |
Current liabilities: | | | |
| | | |
Current lease liabilities | $ | 10,542 | | | $ | 9,036 | |
Accounts payable | 51,415 | | | 53,826 | |
Accrued and other liabilities | 54,159 | | | 55,571 | |
| | | |
Customer deposits | 6,321 | | | 6,911 | |
Deferred revenue | 31,575 | | | 26,464 | |
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Total current liabilities | 154,012 | | | 151,808 | |
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Long-term debt, net of deferred financing costs | 450,179 | | | 449,510 | |
Long-term lease liabilities | 55,231 | | | 41,779 | |
Deferred income tax liability | 7,680 | | | 7,631 | |
| | | |
Other liabilities | 43,744 | | | 44,181 | |
Total liabilities | 710,846 | | | 694,909 | |
Commitments and contingencies (Note 17) | | | |
Redeemable non-controlling interest | 1,762 | | | 1,760 | |
Stockholders’ equity: | | | |
Common stock, $0.001 par value, authorized 220,000 shares; shares issued 131,164 and 131,207 as of March 31, 2023 and December 31, 2022, respectively | 131 | | | 131 | |
Additional paid-in capital | 1,553,038 | | | 1,547,597 | |
| | | |
Accumulated deficit | (773,383) | | | (743,962) | |
Accumulated other comprehensive loss | (50,100) | | | (53,822) | |
Total stockholders’ equity | 729,686 | | | 749,944 | |
Total liabilities, redeemable non-controlling interest and stockholders’ equity | $ | 1,442,294 | | | $ | 1,446,613 | |
See accompanying notes to condensed consolidated financial statements.
3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
(in thousands, except per share amounts) | March 31, 2023 | | March 31, 2022 | | | | |
Revenue: | | | | | | | |
Products | $ | 84,388 | | | $ | 100,551 | | | | | |
Services | 36,848 | | | 32,450 | | | | | |
Total revenue | 121,236 | | | 133,001 | | | | | |
Cost of sales: | | | | | | | |
Products | 49,880 | | | 58,472 | | | | | |
Services | 24,258 | | | 20,734 | | | | | |
Total cost of sales | 74,138 | | | 79,206 | | | | | |
Gross profit | 47,098 | | | 53,795 | | | | | |
Operating expenses: | | | | | | | |
Selling, general and administrative | 58,285 | | | 55,415 | | | | | |
Research and development | 22,209 | | | 21,612 | | | | | |
| | | | | | | |
Total operating expenses | 80,494 | | | 77,027 | | | | | |
Loss from operations | (33,396) | | | (23,232) | | | | | |
Interest and other income (expense), net | 3,875 | | | (2,283) | | | | | |
(Loss) income before income taxes | (29,521) | | | (25,515) | | | | | |
(Provision) benefit for income taxes | (8) | | | (1,284) | | | | | |
Net (loss) income before redeemable non-controlling interest | (29,529) | | | (26,799) | | | | | |
Less: net (loss) attributable to redeemable non-controlling interest | (108) | | | — | | | | | |
Net (loss) income attributable to 3D Systems Corporation | $ | (29,421) | | | $ | (26,799) | | | | | |
| | | | | | | |
Net (loss) income per common share: | | | | | | | |
Basic | $ | (0.23) | | | $ | (0.21) | | | | | |
Diluted | $ | (0.23) | | | $ | (0.21) | | | | | |
| | | | | | | |
Weighted average shares outstanding: | | | | | | | |
Basic | 129,158 | | | 126,728 | | | | | |
Diluted | 129,158 | | | 126,728 | | | | | |
See accompanying notes to condensed consolidated financial statements.
3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
| | | | | | | | | | | | | |
| Three Months Ended |
(in thousands) | March 31, 2023 | | March 31, 2022 | | |
Net (loss) income before redeemable non-controlling interest | $ | (29,529) | | | $ | (26,799) | | | |
Other comprehensive (loss) income, net of taxes: | | | | | |
Pension plan adjustments | — | | | 101 | | | |
| | | | | |
Foreign currency translation | 3,413 | | | (3,346) | | | |
Unrealized (loss) income on short-term investments | 309 | | | (3,495) | | | |
| | | | | |
Total other comprehensive (loss) income, net of taxes: | 3,722 | | | (6,740) | | | |
Total comprehensive (loss) income, net of taxes | (25,807) | | | (33,539) | | | |
Less: comprehensive loss attributable to redeemable non-controlling interest | (108) | | | — | | | |
Comprehensive (loss) income attributable to 3D Systems Corporation | $ | (25,699) | | | $ | (33,539) | | | |
See accompanying notes to condensed consolidated financial statements.
3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | | | |
| Three Months Ended |
(in thousands) | March 31, 2023 | | March 31, 2022 | | |
Cash flows from operating activities: | | | | | |
Net (loss) income before redeemable non-controlling interest | $ | (29,529) | | | $ | (26,799) | | | |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | |
Depreciation, amortization and accretion of debt discount | 9,220 | | | 9,147 | | | |
Stock-based compensation | 10,292 | | | 12,658 | | | |
Unrealized gain on exchange rate | — | | | (439) | | | |
| | | | | |
Loss on short-term investments | 29 | | | — | | | |
Non-cash operating lease expense | 1,903 | | | 1,709 | | | |
Provision for inventory obsolescence and revaluation | 2,926 | | | (517) | | | |
| | | | | |
Provision for bad debts | 13 | | | 1,076 | | | |
Loss (gain) on the disposition of businesses, property, equipment and other assets | 423 | | | 137 | | | |
Benefit for deferred income taxes and reserve adjustments | (259) | | | 466 | | | |
Asset impairment | — | | | 40 | | | |
Changes in operating accounts: | | | | | |
Accounts receivable | (208) | | | 3,173 | | | |
Inventories | (12,327) | | | (8,822) | | | |
Prepaid expenses and other current assets | (4,146) | | | 2,225 | | | |
Accounts payable | (2,947) | | | 277 | | | |
Deferred revenue and customer deposits | 3,120 | | | 1,901 | | | |
Accrued and other liabilities | (6,994) | | | (8,679) | | | |
All other operating activities | 762 | | | (2,678) | | | |
Net cash (used in) provided by operating activities | (27,722) | | | (15,125) | | | |
Cash flows from investing activities: | | | | | |
Purchases of property and equipment | (9,027) | | | (4,079) | | | |
Purchases of short-term investments | — | | | (366,005) | | | |
Sales and maturities of short-term investments | 176,856 | | | 6,170 | | | |
| | | | | |
Acquisitions and other investments, net of cash acquired | — | | | (9,335) | | | |
Other investing activities | — | | | 40 | | | |
Net cash provided by (used in) investing activities | 167,829 | | | (373,209) | | | |
Cash flows from financing activities: | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Purchase of non-controlling interests | — | | | (2,300) | | | |
Taxes paid related to net-share settlement of equity awards | (2,115) | | | (10,052) | | | |
| | | | | |
Other financing activities | (179) | | | (166) | | | |
Net cash (used in) provided by financing activities | (2,294) | | | (12,518) | | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 114 | | | 464 | | | |
Net (decrease) increase in cash, cash equivalents and restricted cash | 137,927 | | | (400,388) | | | |
Cash, cash equivalents and restricted cash at the beginning of the year (a) | 391,975 | | | 789,970 | | | |
Cash, cash equivalents and restricted cash at the end of the period (a) | $ | 529,902 | | | $ | 389,582 | | | |
| | | | | | | | | | | | | |
Supplemental cash flow information | | | | | |
Lease assets obtained in exchange for new lease liabilities | $ | 16,318 | | | $ | 1,922 | | | |
Cash interest payments | 48 | | | 55 | | | |
Cash income tax payments, net | 1,549 | | | 8,496 | | | |
Transfer of equipment from inventory to property and equipment, net (b) | 735 | | | 21 | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
(a) The amounts for cash and cash equivalents shown above include restricted cash of $115 and $114 as of March 31, 2023 and December 31, 2022, respectively, which are included in prepaid expenses and other current assets. In addition, included in cash and cash equivalents above as of March 31, 2023 and December 31, 2022 is $3,889 and $3,727, respectively, of restricted cash, which, is included in other non-current assets. The amounts for cash and cash equivalents shown above include restricted cash of $312 as of March 31, 2022, and December 31, 2021.
(b)Inventory is transferred to property and equipment at cost when we require additional machines for training or demonstration or for placement into on demand manufacturing services locations.
See accompanying notes to condensed consolidated financial statements.
3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Three Months Ended March 31, 2023 and 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | | | | | | | | | | |
(in thousands, except par value) | Shares | | Par Value $0.001 | | Additional Paid-In Capital | | | Accumulated Deficit | | Accumulated Other Comprehensive Income (Loss) | | | | Total Stockholders' Equity |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
December 31, 2022 | 131,207 | | | $ | 131 | | | $ | 1,547,597 | | | | $ | (743,962) | | | $ | (53,822) | | | | | $ | 749,944 | |
Shares issued, vested & expired under equity incentive plans | 165 | | | — | | | — | | | | — | | | — | | | | | — | |
Shares withheld related to net-share settlement of equity awards | (208) | | | — | | | (2,115) | | | | — | | | — | | | | | (2,115) | |
| | | | | | | | | | | | | | |
Stock-based compensation expense | — | | | — | | | 7,644 | | | | — | | | — | | | | | 7,644 | |
Net (loss) attributable to 3D Systems Corp. | — | | | — | | | — | | | | (29,421) | | | — | | | | | (29,421) | |
| | | | | | | | | | | | | | |
Unrealized loss on short-term investments | — | | | — | | | — | | | | — | | | 309 | | | | | 309 | |
Redeemable non-controlling interest redemption value in excess of carrying value | — | | | — | | | (88) | | | | — | | | — | | | | | (88) | |
Foreign currency translation adjustment | — | | | — | | | — | | | | — | | | 3,413 | | | | | 3,413 | |
March 31, 2023 | 131,164 | | | $ | 131 | | | $ | 1,553,038 | | | | $ | (773,383) | | | $ | (50,100) | | | | | $ | 729,686 | |
| | | | | | | | | | | | | | |
December 31, 2021 | 128,375 | | | $ | 128 | | | $ | 1,501,210 | | | | $ | (621,251) | | | $ | (37,706) | | | | | $ | 842,381 | |
Issuance (repurchase) of stock | 1,991 | | | 2 | | | (8,696) | | | | — | | | — | | | | | (8,694) | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Stock-based compensation expense | — | | | — | | | 26,728 | | | | — | | | — | | | | | 26,728 | |
Net loss | — | | | — | | | — | | | | (26,799) | | | — | | | | | (26,799) | |
Pension adjustment | — | | | — | | | — | | | | — | | | 101 | | | | | 101 | |
| | | | | | | | | | | | | | |
Unrealized loss on short-term investments | | | | | | | | | | (3,495) | | | | | (3,495) | |
Foreign currency translation adjustment | | | | | | | | | | (3,346) | | | | | (3,346) | |
March 31, 2022 | 130,366 | | | $ | 130 | | | $ | 1,519,242 | | | | $ | (648,050) | | | $ | (44,446) | | | | | $ | 826,876 | |
See accompanying notes to condensed consolidated financial statements.
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of 3D Systems Corporation and all majority and wholly-owned subsidiaries and entities in which a controlling interest is maintained (“3D Systems” or the “Company” or “we” or “our” or “us”). All significant intercompany accounts and transactions have been eliminated in consolidation.
A non-controlling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. For the periods presented, the Company's financial statements include a redeemable non-controlling interest (“RNCI”), which has been reported in temporary equity in the consolidated balance sheets. The net income (loss) attributable to the RNCI is presented as an adjustment to the Company's consolidated net income (loss) to arrive at net income (loss) attributable to 3D Systems Corporation in the consolidated statements of operations and consolidated statements of comprehensive income (loss). Furthermore, adjustments to record the RNCI at its redemption value are recorded to additional paid-in capital, and the excess redemption value is recognized as a reduction to the net income, or increase to the net loss, attributable to 3D Systems’ shareholders for purposes of reporting earnings or loss per share. See Note 10.
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The Company believes that the disclosures included in this Form 10-Q are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal recurring nature, necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates and assumptions.
Our annual reporting period is the calendar year. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. All dollar amounts and other amounts presented in the accompanying footnotes are presented in thousands, except for per share information.
Summary of Significant Accounting Policies
Equity Securities without a Readily Determinable Value
We recognize investments in equity securities without a readily determinable fair value at cost minus impairment. We assess these investments for potential impairment if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment charges taken with respect to these investments are recorded to interest and other income (expense), net in the consolidated statements of operations in the period in which an investment becomes impaired. No impairment charges were recorded during the three months ended March 31, 2023 or 2022. The aggregate carrying value of the Company’s equity investments without a readily determinable value was $13,162 and $13,153 at March 31, 2023 and December 31, 2022, respectively, and is included in other assets on our consolidated balance sheets.
Equity Method of Accounting
During the three months ended March 31, 2023, the formation of the joint venture between the Company and the Saudi Arabian Industrial Investments Company (“Dussur”) was completed, and the Company became a shareholder with a 49% ownership interest. See Note 2. The Company will account for its investment in the joint venture using the equity method of accounting because it does not have a controlling interest and is not the primary beneficiary; however, the Company has the ability to exert significant influence. Under the equity method of accounting, the initial investment is recorded at cost, and the investment is subsequently adjusted for the Company’s proportionate share of the net earnings or losses and other comprehensive income of the investee. Intercompany profits or losses associated with the Company’s equity method investments are eliminated until realized by the investee in transactions with third parties. The carrying value of the investment is recorded as other assets in the Company’s consolidated balance sheets. Income or loss from this investment will be recorded as a separate line item in the consolidated statements of operations on a three-month lag. We evaluate material events occurring during the three-month lag to determine whether the effects of such events should be disclosed in our financial statements. The Company will evaluate its investment in the joint venture for impairment whenever events or changes in circumstances indicate that the carrying amount
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
of the investment may not be recoverable. The Company has accounts receivable balances due from the joint venture of $1,177 and $2,247 as of March 31, 2023 and December 31, 2022, respectively, primarily related to the Company's sales of inventory and equipment to the joint venture prior to the Company becoming a shareholder.
Other Accounting Policy Updates
All other significant accounting policies described in the 2022 Form 10-K remain unchanged.
(2) Acquisitions
dp polar
On October 4, 2022, we completed the acquisition of 100% of dp polar GmbH (“dp polar”), a German-based designer and manufacturer of the industry’s first additive manufacturing system designed for true high-speed mass production of customized components, for $25,201 (including customary post-closing adjustments), which includes $19,604 paid in cash at closing, $7,091 paid at closing via the issuance of the Company’s common stock, and a provisional $1,494 estimated post-closing purchase price adjustment due to the Company from the sellers. See Note 11 for discussion of an earnout arrangement with a key individual from dp polar.
The Company acquired dp polar for access to dp polar's patented continuous printing process. This business and its technology are expected to contribute to the operations of the Company's Healthcare Solutions and Industrial Solutions segments. Central to dp polar’s patented continuous printing process is a large-scale, segmented, rotating print platform that eliminates the start/stop operations of virtually all additive manufacturing platforms. With dp polar’s technology and patented polar coordinate control, the print heads remain stationary above the rotating platform, providing a continuous print process.
We accounted for the acquisition of dp polar using the acquisition method, as prescribed by ASC 805, “Business Combinations” (“ASC 805”). In accordance with valuation methodologies described in ASC 820, “Fair Value Measurement” (“ASC 820”), the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of the dp polar acquisition. Shown below is the preliminary purchase price allocation, which summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:
| | | | | | | | | | | | | | |
(in thousands) | | | | |
Current assets, including cash acquired of $243 | | | | $ | 301 | |
Intangible assets: | | | | |
In-process research and development | | $ | 4,989 | | | |
Trade name | | 3,930 | | | |
Total intangible assets | | | | 8,919 | |
Goodwill | | | | 13,969 | |
Other assets | | | | 2,376 | |
Liabilities: | | | | |
Accounts payable and accrued liabilities | | $ | 364 | | | |
Total liabilities | | | | 364 | |
Net assets acquired | | | | $ | 25,201 | |
The goodwill recognized in connection with this acquisition is attributable to synergies that are expected to enhance and expand the Company’s overall product portfolio and opportunities in new and existing markets, future products that have yet to be determined and dp polar’s assembled workforce. This goodwill is not expected to be deductible for tax purposes.
As of March 31, 2023, the purchase price allocation for dp polar is preliminary. The Company continues to review the final closing balance sheet of dp polar and may further adjust the acquisition-date fair values of acquired assets and assumed liabilities based on this review. The Company also continues to review dp polar’s pre-acquisition tax returns to determine the final tax positions, including net operating losses and any required valuation allowance. The final purchase price allocations will be completed when the Company has finished its valuation activities and the review of dp polar’s closing balance sheet and the pre-acquisition tax returns. These final allocations could differ materially from the current preliminary allocations. The final
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
allocations may include (1) changes in the preliminary allocations to acquired intangible assets and goodwill and (2) changes in the preliminary allocations to other assets and liabilities, including but not limited to tax assets and liabilities, inclusive of deferred taxes. The estimated useful lives of acquired intangible assets are also preliminary.
Kumovis
On April 1, 2022, we completed the acquisition of 93.75% of Kumovis GmbH (“Kumovis”) for an all-cash purchase price of $37,875 (including customary post-closing adjustments), plus an estimated RNCI of $1,559. $3,628 of the cash payment is deferred for up to fifteen months from the closing date. Kumovis, which is part of the Healthcare Solutions segment and reporting unit, utilizes polyether ether keton or “PEEK” materials, which has properties that lend it to many medical applications that fit into our personalized healthcare solutions operations, including many implant applications.
In conjunction with the Kumovis acquisition, the Company and the non-controlling shareholders entered into a put/call option agreement, whereby, at a later date, the Company has the option to purchase from the non-controlling shareholders, and the non-controlling shareholders have the option to sell to the Company, the remaining 6.25% ownership interest in Kumovis for an exercise price calculated based on the achievement of pre-determined revenue and gross profit targets. Fifty percent of the Kumovis common shares related to the put/call can be exercised upon the achievement of an initial revenue and gross profit target, while the remaining 50% can be exercised upon the achievement of a second revenue and gross profit target. If one or both sets of targets have not been met within 5.75 years from the acquisition date, there is a floor strike price that must be exercised. Up to 50% of the exercise price can be paid in Company common stock at the election of 3D Systems. This arrangement results in the recognition of RNCI, for which an estimated fair value of $1,559 was recorded as of the acquisition date.
We accounted for the acquisition of Kumovis using the acquisition method, as prescribed by ASC 805, and we have completed the allocation of the final purchase price. In accordance with valuation methodologies described in ASC 820, the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of the Kumovis acquisition. The table below reflects the fair value of both the consideration transferred and the RNCI attributable to this acquisition:
| | | | | |
(in thousands) | |
Cash paid at acquisition | $ | 34,098 | |
Deferred cash consideration | 3,628 | |
Estimated fair value of RNCI | 1,559 | |
Post-closing net working capital adjustment | 149 | |
Total fair value of consideration transferred | $ | 39,434 | |
Shown below is the final purchase price allocation, summarizing the fair values of the assets acquired and liabilities assumed at the date of acquisition:
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| | | | | | | | | | | | | | |
(in thousands) | | | | |
Current assets, including cash acquired of $125 | | | | $ | 1,407 | |
Intangible assets: | | | | |
Product technology | | $ | 20,770 | | | |
Trade name | | 5,802 | | | |
Total intangible assets | | | | 26,572 | |
Goodwill | | | | 17,618 | |
Other assets | | | | 705 | |
Liabilities: | | | | |
Accounts payable and accrued liabilities | | $ | 332 | | | |
Deferred revenue | | 70 | | | |
Deferred tax liability | | 6,466 | | | |
Total liabilities | | | | 6,868 | |
Net assets acquired | | | | $ | 39,434 | |
The goodwill recognized in connection with this acquisition is attributable to synergies that are expected to enhance and expand the Company’s overall product portfolio and opportunities in new and existing markets, future products that have yet to be determined and Kumovis’s assembled workforce. This goodwill is not expected to be deductible for tax purposes.
Titan
On April 1, 2022, we completed the acquisition of 100% of Titan Additive LLC (“Titan”) for an all-cash purchase price of $39,040. Titan, which is part of the Industrial Solutions segment and reporting unit, is a pellet-based extrusion platform that addresses customer applications requiring large build volumes, superior performance, and improved productivity at significantly lower cost. We believe the acquisition of Titan will open up new markets in the Industrial Solutions segment.
We accounted for the acquisition of Titan using the acquisition method, as prescribed by ASC 805, and we have completed the allocation of the purchase price. Shown below is the final purchase price allocation, summarizing the fair values of the assets acquired and liabilities assumed, as determined at the date of acquisition in accordance with valuation methodologies described in ASC 820:
| | | | | | | | | | | | | | |
(in thousands) | | | | |
Current assets | | | | $ | 661 | |
Intangible assets: | | | | |
Product technology | | $ | 15,940 | | | |
Trade name | | 5,580 | | | |
Total intangible assets | | | | 21,520 | |
Goodwill | | | | 17,430 | |
Other assets | | | | 68 | |
Liabilities: | | | | |
Accounts payable and accrued liabilities | | $ | 229 | | | |
Deferred revenue | | 410 | | | |
Total liabilities | | | | 639 | |
Net assets acquired | | | | $ | 39,040 | |
The goodwill recognized in connection with this acquisition is attributable to synergies that are expected to enhance and expand the Company’s overall product portfolio and opportunities in new and existing markets, future products that have yet to be determined and Titan’s assembled workforce. This goodwill is expected to be deductible for tax purposes.
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Dussur
In March 2022, we and Dussur signed an agreement to form a joint venture intended to expand the use of additive manufacturing within the Kingdom of Saudi Arabia and surrounding geographies, including the Middle East and North Africa. The joint venture is to enable the development of Saudi Arabia’s domestic additive manufacturing production capabilities, consistent with the Kingdom’s ‘Vision 2030,’ which is focused on diversification of the economy and long-term sustainability. 3D Systems is committed to an initial investment of approximately $6,500, of which $3,435 was deposited in an escrow account during the three months ended December 31, 2022 and is reported as restricted cash within other assets on the balance sheet as of March 31, 2023 and December 31, 2022. In February 2023, the Company became a shareholder in the joint venture and now owns 49% of its common stock. Accordingly, the $3,435 held in escrow plus an additional approximately $3,065 owed to the joint venture as of March 31, 2023 was deposited into a bank account of the joint venture during April 2023 for use in its operations. Additional future investments are contingent upon achievement of certain milestones by the joint venture. The impact on the Company’s financial position, results of operations and cash flows is not expected to be material other than the cash outflow(s) related to the initial and contingent investments.
Enhatch
In March 2022, we made a $10,000 investment in convertible preferred shares for an approximate 26.6% ownership interest in Enhatch Inc. (“Enhatch”), the developer of the Intelligent Surgery Ecosystem. We simultaneously entered into a supply agreement with Enhatch. We also obtained warrants to purchase additional shares of Enhatch, as well as the right to purchase in the future (“call option”) the remaining shares of Enhatch that 3D Systems does not own if certain revenue targets are achieved. The investment, including the embedded call option and the warrants, is recorded in other assets on the consolidated balance sheet.
Enhatch’s Intelligent Surgery Ecosystem provides technologies which streamline and scale the design and delivery of patient-specific medical devices by automating the process. Incorporating these capabilities into 3D Systems’ workflow for patient-specific solutions, which includes advanced software, expert treatment planning services, custom implants and instrumentation design, and industry-leading production processes, will help more efficiently meet the growing demand for personalized medical devices.
Acquisitions of Non-controlling Interests
As of December 31, 2018, the Company owned approximately 70% of the capital and voting rights of Easyway, a service bureau and distributor of 3D printing and scanning products in China. The remaining 30% of the capital and voting rights of Easyway were acquired on January 21, 2019 for $13,500, which has been paid in installments. The Company made the final installment payment of $2,300 related to the acquisition of the remaining 30% interest in Easyway during the three months ended March 31, 2022.
(3) Revenue
Revenue is recognized when control of the promised products or services is transferred to customers.
Performance Obligations
At March 31, 2023, we had $81,214 of outstanding performance obligations, comprised of deferred revenue, customer order backlog and customer deposits. We expect to recognize approximately 87.7% of the $41,648 of deferred revenue and customer deposits as revenue within the next twelve months, an additional 9.0% by the end of 2024 and the remaining balance thereafter.
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Collaboration and Licensing Agreements
We enter into collaboration and licensing agreements with third parties. The nature of the activities to be performed and the consideration exchanged under the agreements varies on a contract-by-contract basis. We evaluate these agreements to determine whether they meet the definition of a customer relationship for which revenue is recorded. These contracts may contain multiple performance obligations and may contain fees for licensing, research and development services, contingent milestone payments upon the achievement of developmental contractual criteria and/or royalty fees based on the licensees’ product revenue. We determine the revenue to be recognized for these agreements based on an evaluation of the distinct performance obligations, the identification and evaluation of material rights, the estimation of variable consideration and the determination of the pattern of transfer of control for each distinct performance obligation. The Company recognized $4,740 and $2,432 in revenue related to collaboration arrangements with customers for the three months ended March 31, 2023 and 2022, respectively.
Contract Balances
During the three months ended March 31, 2023, we recognized revenue of $12,832 related to our contract liabilities at December 31, 2022. During the three months ended March 31, 2022, we recognized revenue of $11,895 related to our contract liabilities at December 31, 2021.
Revenue Concentrations
For the three months ended March 31, 2023 and 2022, one customer accounted for approximately 13.5% and 26.7% of our consolidated revenue, respectively. We expect to maintain our relationship with this customer.
Revenue by geographic region for the three months ended March 31, 2023 and 2022 was as follows:
| | | | | | | | | | | | | |
| Three Months Ended |
(in thousands) | March 31, 2023 | | March 31, 2022 | | |
Americas | $ | 68,649 | | | $ | 74,249 | | | |
EMEA | 42,810 | | | 40,940 | | | |
APAC | 9,777 | | | 17,812 | | | |
Total | $ | 121,236 | | | $ | 133,001 | | | |
United States (included in Americas above) | $ | 67,783 | | | $ | 73,620 | | | |
(4) Inventories
Components of inventories at March 31, 2023 and December 31, 2022 are summarized as follows:
| | | | | | | | | | | |
| |
(in thousands) | March 31, 2023 | | December 31, 2022 |
Raw materials | $ | 57,320 | | | $ | 59,907 | |
Work in process | 5,778 | | | 4,972 | |
Finished goods and parts | 84,267 | | | 72,953 | |
Total inventories | $ | 147,365 | | | $ | 137,832 | |
The inventory reserve was $16,641 and $15,550 as of March 31, 2023 and December 31, 2022, respectively.
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(5) Intangible Assets
At March 31, 2023 and December 31, 2022, the Company's intangible assets with finite lives were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
(in thousands) | Gross | | Accumulated Amortization | | Net | | Gross | | Accumulated Amortization | | Net |
Intangible assets with finite lives: | | | | | | | | | | | |
Customer relationships | $ | 51,677 | | | $ | (49,608) | | | $ | 2,069 | | | $ | 51,137 | | | $ | (48,695) | | | $ | 2,442 | |
Acquired technology | 55,918 | | | (12,421) | | | 43,497 | | | 55,480 | | | (10,707) | | | 44,773 | |
Trade names | 36,194 | | | (13,248) | | | 22,946 | | | 35,930 | | | (12,455) | | | 23,475 | |
Patent costs | 18,873 | | | (10,995) | | | 7,878 | | | 18,673 | | | (10,909) | | | 7,764 | |
| | | | | | | | | | | |
Acquired patents | 17,513 | | | (15,730) | | | 1,783 | | | 17,499 | | | (15,661) | | | 1,838 | |
Other | 13,258 | | | (8,905) | | | 4,353 | | | 13,255 | | | (8,765) | | | 4,490 | |
Total intangible assets | $ | 193,433 | | | $ | (110,907) | | | $ | 82,526 | | | $ | 191,974 | | | $ | (107,192) | | | $ | 84,782 | |
The Company’s total intangible assets reported on the balance sheet include an indefinite-life intangible asset related to dp polar intellectual property research and development (“IPR&D”). The carrying value of this indefinite-lived intangible asset was $5,538 and $5,448 as of March 31, 2023 and December 31, 2022.
Amortization expense related to intangible assets was $3,239 and $2,678 for the three months ended March 31, 2023 and 2022, respectively. Amortization expense for intangible assets is estimated to be $7,935 for the remainder of 2023, $11,146 in 2024, $11,112 in 2025, $9,268 in 2026 and $7,419 in 2027.
(6) Goodwill
The following table reflects the changes in the carrying amount of goodwill by reporting unit for the three months ended March 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
| Healthcare | | Industrial | | Consolidated |
(in thousands) | Gross Goodwill | | Impairments | | Net Goodwill | | Gross Goodwill | | Impairments | | Net Goodwill | | Gross Goodwill | | Impairments | | Net Goodwill |
| | | | | | | | | | | | | | | | | |
Balance at beginning of year | $ | 143,431 | | | $ | (32,055) | | | $ | 111,376 | | | $ | 316,265 | | | $ | (42,329) | | | $ | 273,936 | | | $ | 459,696 | | | $ | (74,384) | | | $ | 385,312 | |
Measurement period adjustments | (555) | | | — | | | (555) | | | (703) | | | — | | | (703) | | | (1,258) | | | — | | | (1,258) | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | 733 | | | — | | | 733 | | | 967 | | | — | | | 967 | | | 1,700 | | | — | | | 1,700 | |
Balance at end of period | $ | 143,609 | | | $ | (32,055) | | | $ | 111,554 | | | $ | 316,529 | | | $ | (42,329) | | | $ | 274,200 | | | $ | 460,138 | | | $ | (74,384) | | | $ | 385,754 | |
| | | | | | | | | | | | | | | | | |
The effect of foreign currency exchange in the table above reflects the impact on goodwill of amounts recorded in currencies other than the U.S. dollar in the financial statements of foreign subsidiaries and the resulting effect of foreign currency translation between the applicable functional currency and the U.S. dollar.
(7) Leases
We have various lease agreements for our facilities, equipment and vehicles with remaining lease terms ranging from one to fifteen years. During the three months ended March 31, 2023, a new 100,000 square foot building that was previously being constructed adjacent to our corporate office became available for use by the Company. As a result, the lease was deemed to have commenced during the period. The total estimated base rent lease payments commenced prior to occupancy in December of 2022. As of March 31, 2023, the remaining minimum base lease payments total $18,861 and consist of $845, $1,143, $1,160, $1,178, $1,196, and $13,339 due, respectively, during the years ended December 31, 2023, 2024, 2025, 2026, 2027 and thereafter.
Classifications of the lease amounts reported on our balance sheet as of March 31, 2023 and December 31, 2022 are
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
(in thousands) | | Right-of-use assets | | Current lease liabilities | | Long-term lease liabilities | | Right-of-use assets | | Current lease liabilities | | Long-term lease liabilities |
Operating leases | | $ | 53,924 | | | $ | 9,838 | | | $ | 52,035 | | | $ | 39,502 | | | $ | 8,343 | | | $ | 38,499 | |
Finance leases | | 3,166 | | | 704 | | | 3,196 | | | 3,244 | | | 693 | | | 3,280 | |
Total | | $ | 57,090 | | | $ | 10,542 | | | $ | 55,231 | | | $ | 42,746 | | | $ | 9,036 | | | $ | 41,779 | |
(8) Accrued and Other Liabilities
Accrued liabilities at March 31, 2023 and December 31, 2022 are summarized as follows:
| | | | | | | | | | | |
(in thousands) | March 31, 2023 | | December 31, 2022 |
Compensation and benefits | $ | 23,364 | | | $ | 19,814 | |
Accrued taxes | 7,605 | | | 10,694 | |
| | | |
Legal contingencies | 4,774 | | | 9,948 | |
Product warranty liability | 2,812 | | | 3,677 | |
| | | |
| | | |
| | | |
Other accrued liabilities | 15,604 | | | 11,438 | |
Total | $ | 54,159 | | | $ | 55,571 | |
Other liabilities at March 31, 2023 and December 31, 2022 are summarized as follows:
| | | | | | | | | | | |
(in thousands) | March 31, 2023 | | December 31, 2022 |
Long-term employee indemnity | $ | 4,759 | | | $ | 4,817 | |
Long-term tax liability | 5,797 | | | 5,711 | |
Defined benefit pension obligation | 5,124 | | | 5,050 | |
Long-term deferred revenue | 3,752 | | | 4,974 | |
Earnout liability | 21,224 | | | 17,244 | |
Legal contingencies | 2,789 | | | 6,096 | |
Other long-term liabilities | 299 | | | 289 | |
Total | $ | 43,744 | | | $ | 44,181 | |
Changes in the product warranty obligation for the three months ended March 31, 2023 and 2022 are summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | | Beginning Balance | | Settlements Made | | Accruals for Warranties Issued | | Ending Balance |
March 31, 2023 | | $ | 3,677 | | | $ | (561) | | | $ | (304) | | | $ | 2,812 | |
March 31, 2022 | | $ | 3,585 | | | $ | (2,254) | | | $ | 2,245 | | | $ | 3,576 | |
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(9) Borrowings
Convertible Notes
On November 16, 2021, the Company issued $460,000 in aggregate principal amount of 0% Convertible Senior Notes due November 15, 2026 (the “Notes”), pursuant to an Indenture dated November 16, 2021 (the “Indenture”) between the Company and The Bank of New York Mellon, N.A., as trustee. The net proceeds from the offering of the Notes were $446,534 after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company in the amount of $13,466, of which $9,821 is unamortized at March 31, 2023. The annual effective interest rate of the Notes is 0.594% when including purchasers' discounts and commissions and offering expenses incurred by the Company. The Notes are senior, unsecured obligations of the Company, will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on November 15, 2026, unless earlier redeemed, repurchased or converted in accordance with their terms. The Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding August 15, 2026, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and only during such quarter), if the last reported sale price of the Company’s common stock, par value $0.001 per share (the “Common Stock”), is equal to or greater than 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Common Stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (4) upon the occurrence of specified corporate events, including a Fundamental Change (as defined in the Indenture), or distributions of the Common Stock. On or after August 15, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time, at the option of the holder, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. The Notes have an initial conversion rate of 27.8364 shares of Common Stock per $1 principal amount of Notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $35.92 per share. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture. Holders of the Notes have the right to require the Company to repurchase for cash all or a portion of their Notes at 100% of their principal amount, plus any accrued and unpaid special interest, upon the occurrence of a Fundamental Change. The Company is also required to increase the conversion rate for holders who convert their Notes in connection with a Fundamental Change or convert their Notes that are called for redemption, as the case may be, prior to the maturity date. The Company may not redeem the Notes prior to November 20, 2024. The Notes are redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after November 20, 2024 and before the 41st scheduled trading day immediately preceding the maturity date, but only if the last reported sale price per share of the Common Stock has been at least 130% of the conversion price then in effect for a specified period of time. The Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any of the Company’s future unsecured indebtedness that is not so subordinated; be effectively subordinated in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company. The Indenture also contains covenants, events of default and other provisions which are customary for offerings of convertible notes. We are in compliance with all covenants as of March 31, 2023. At March 31, 2023, the fair value of the Notes is $340,285. This is based on the quoted market price where the volume of activity is limited and not active and, thus, this is deemed a Level 2 fair value measurement.
The Company incurred $669 and $664 of debt issuance cost accretion for the three months ended March 31, 2023 and 2022, respectively. Debt issuance cost accretion of $2,014, $2,698, $2,714, and $2,395 is expected to be incurred in the remaining nine months of 2023 and in 2024, 2025 and 2026, respectively.
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(10) Redeemable Non-Controlling Interest
The following table shows changes in the RNCI related to Kumovis:
| | | | | | | | | |
| | Three Months Ended March 31, |
(in thousands) | | 2023 | |
Balance at December 31, 2022 | | $ | 1,760 | | |
Net loss | | (108) | | |
Redemption value in excess of carrying value | | (88) | | |
Translation adjustments | | 198 | | |
Balance at March 31, 2023 | | $ | 1,762 | | |
(11) Stock-Based Compensation
Stock Incentive Plans
The Company is authorized to grant shares of restricted stock, restricted stock units (“RSUs”), stock appreciation rights, cash incentive awards and options to purchase shares of Common Stock to employees and non-employee directors pursuant to its 2015 Incentive Plan (the “2015 Plan”). The 2015 Plan also designates measures that may be used for performance awards and market-based awards. The vesting period for awards granted under the 2015 Plan is generally determined by the Board of Directors at the date of the grant. Generally, the awards vest one third each year, over 3 years.
Other Compensation Arrangements that Include Share Settlement
Regenerative Medicine Earnout Payments and Performance-Based Stock Units
On December 1, 2021, the Company acquired Volumetric Biotechnologies, Inc. (“Volumetric”). Pursuant to the terms of the related acquisition agreement, the Company may be required to pay milestone-based payments of up to $355,000 in the aggregate, all of which are incremental to the acquisition purchase price, upon (1) the achievement of seven discrete non-financial milestones that require attainment prior to either December 31, 2030 or December 31, 2035 and (2) the continued employment of certain key individuals from Volumetric. Each potential milestone-based payment is considered compensation expense, which the Company will recognize ratably from the point in time when a milestone is deemed probable of achievement through the estimated time of achievement. Each milestone payment will be settled approximately half in cash and half in shares of the Company’s Common Stock and, accordingly, the portion of the Company’s accrued liability (see Note 8) that is ultimately expected to be settled with the Company’s Common Stock is reflected in the disclosure of stock-based compensation included herein.
In addition, the Company has granted performance-based stock units (“PSUs”) with vesting terms that are based upon four individually-measured, non-financial milestones to other employees who work on advancements in regenerative medicine related to lungs and tissue organs. The PSUs associated with each individual milestone are recognized as compensation expense over the period commencing on the date that the respective milestone is deemed probable of being met through the anticipated date of achievement.
During the three months ended March 31, 2023 and 2022, the Company recognized compensation expense based upon the assumed achievement of (1) one Volumetric earnout payment milestone, for which the potential amount due to the sellers will be $65,000, and (2) one PSU milestone, for which the aggregate grant date fair value of the outstanding and unvested awards is $4,679. Achievement of each milestone is anticipated to occur as of the end of fiscal year 2025.
dp polar Earnout
On October 4, 2022, the Company acquired dp polar. Pursuant to the terms of the related acquisition agreement, the Company may be required to pay $2,229 incremental to the acquisition purchase price, which will be settled via the issuance of 250 shares of the Company’s Common Stock. The issuance and vesting of these shares is contingent on the continued employment of a certain key individual from dp polar through October 4, 2024. Upon assessment, management concluded that this potential obligation for the payment of an additional 250 in shares of Common Stock should be accounted for as compensation expense recognized over the required service period of the individual to whom the amount will potentially be paid and, accordingly, the related expense is reflected in the disclosure of stock-based compensation included herein.
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Stock-Based Compensation Activity and Expense
During the three months ended March 31, 2023, the Company granted 96 shares of restricted stock which had a weighted-average grant date fair value of $11.61 per share. The restricted stock awards generally vest ratably over three years.
The following table shows the stock-based compensation expense recognized during the three months ended March 31, 2023 and 2022:
| | | | | | | | | | | | | | | | |
| | Three Months Ended |
(in thousands) | | March 31, 2023 | | March 31, 2022 | | |
Stock-based compensation expense | | $ | 10,292 | | | $ | 12,658 | | | |
Tax benefit | | $ | — | | | $ | — | | | |
Included in stock-based compensation expense recognized for the three months ended March 31, 2023 and 2022 are $658 and $4,271, respectively, of accrued expense pertaining to annual incentive compensation for which settlement would ultimately occur using shares of the Company’s Common Stock. Also included in stock-based compensation expense for the three months ended March 31, 2023 and 2022 are $1,990 and $1,990, respectively, which relate to the portion of the Volumetric earnout expense recognized during each period that is expected to be settled using the Company’s Common Stock. Further, stock-based compensation expense for the three months ended March 31, 2023 and 2022 includes $274 and $0, respectively, of expense related to the dp polar earnout arrangement. Finally, stock-based compensation expense for the three months ended March 31, 2023 and 2022 includes $277 and $244, respectively, of expense related to the regenerative medicine PSUs.
As of March 31, 2023, there was $39,315 of unrecognized stock-based compensation expense related to all unvested share-based payment awards that the Company expects to recognize over a weighted-average period of 1.8 years.
(12) Interest and Other Income (Expense), Net
| | | | | | | | | | | | | | | | |
| | Three Months Ended |
(in thousands) | | March 31, 2023 | | March 31, 2022 | | |
Interest and other income (expense), net | | | | | | |
Foreign exchange (loss) gain, net | | $ | (372) | | | $ | (2,218) | | | |
Interest income (expense), net | | 3,805 | | | 165 | | | |
Other (expense) income, net | | 442 | | | (230) | | | |
Total interest and other income (expense), net | | $ | 3,875 | | | $ | (2,283) | | | |
Interest and other income (expense), net includes (1) interest income of $4,546 and $825 for the three months ended March 31, 2023 and 2022, respectively, and (2) interest expense of $741 and $660 for the three months ended March 31, 2023 and 2022, respectively.
(13) Income Taxes
We maintain the exception under ASC 740-270-30-36(b), “Accounting for Income Taxes,” for jurisdictions that do not have reliable estimates of ordinary income. Based on volatility in the industry, we have continued to use a year-to-date methodology in determining the effective tax rate for the quarter ended March 31, 2023.
For the quarter ended March 31, 2023, the Company’s effective tax rate was 0.0%. For the quarter ended March 31, 2022, the Company’s effective tax rate was (5.0)%. The differences between the U.S. statutory tax rate and the effective tax rates for the quarters ended March 31, 2023, and March 31, 2022, are primarily driven by a full valuation in various jurisdictions.
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(14) Net Earnings (Loss) Per Share
Basic net income (loss) per share is calculated by dividing net income (loss) attributable to 3D Systems’ Common Stock stockholders by the weighted average number of Common Stock shares outstanding during the applicable period. Diluted net income (loss) per share incorporates the additional shares issuable upon the assumed exercise of stock options, the vesting of restricted stock and RSUs, and the assumed conversion of debt, except in such case when (1) the inclusion of such shares or potential shares would be anti-dilutive or (2) when the vesting of restricted stock or RSUs is contingent upon one or more performance conditions that have not been met as of the balance sheet date.
| | | | | | | | | | | | | |
| Three Months Ended |
(in thousands, except per share amounts) | March 31, 2023 | | March 31, 2022 | | |
Numerator for basic and diluted net (loss) income per share: | | | | | |
Net (loss) income attributable to 3D Systems Corporation | $ | (29,421) | | | $ | (26,799) | | | |
Redeemable non-controlling interest redemption value in excess of carrying value | (88) | | | — | | | |
Net (loss) income attributable to common stock shareholders | $ | (29,509) | | | $ | (26,799) | | | |
Denominator for net (loss) income per share: | | | | | |
Weighted average shares – basic | 129,158 | | | 126,728 | | | |
Dilutive effect of shares issuable under stock based compensation and other plans(1) | — | | | — | | | |
Weighted average shares – diluted | 129,158 | | | 126,728 | | | |
| | | | | |
Net income (loss) per share – basic | $ | (0.23) | | | $ | (0.21) | | | |
Net income (loss) per share – diluted | $ | (0.23) | | | $ | (0.21) | | | |
(1) Equity awards are deemed anti-dilutive for the three months ended March 31, 2023 and 2022 because we reported a net loss for these periods.
The following table presents the potentially dilutive shares that have been excluded from the computation of diluted earnings (loss) per share attributable to Common Stock stockholders because their effect is considered anti-dilutive for the three months ended March 31, 2023 and 2022, respectively.
| | | | | | | | | | | | | |
| Three Months Ended |
(in thousands) | March 31, 2023 | | March 31, 2022 | | |
Restricted stock and restricted stock units | 4,177 | | | 5,313 | | | |
Stock options | 420 | | | 420 | | | |
Total | 4,597 | | | 5,733 | | | |
For the three months ended March 31, 2023, the table above excludes the following: (1) an estimate of 1,041 shares contingently issuable upon the achievement of certain milestones in the Volumetric earnout arrangement discussed in Note 11; (2) an estimate of 466 shares for the payment of accrued incentive compensation that is expected to be settled in shares; and (3) an estimate of 53 shares that are contingently issuable under the dp polar earnout arrangement discussed in Note 11. These share estimates are based on the aggregate liabilities recorded for the Volumetric earnout arrangement, fiscal year 2022 and fiscal year 2023 incentive compensation and the dp polar earnout arrangement at March 31, 2023, divided by the Company's year-to-date average share price of $10.19 per share.
For the three months ended March 31, 2022, the table above excludes the following: (1) an estimate of 152 shares contingently issuable to settle the March 31, 2022 liability accrued for the assumed achievement of certain milestones in the Volumetric earnout arrangement discussed in Note 11 and (2) and 245 shares attributable to the portion of the fiscal year 2022 bonus accrued as of March 31, 2022 to be settled in shares.
On November 16, 2021, the Company issued $460,000 in aggregate principal amount of 0% Convertible Senior Notes due November 15, 2026, as discussed in Note 9. The Notes’ impact to diluted shares will be calculated using the if-converted method as prescribed in ASU 2020-06. The Notes will increase the diluted share count when the average share price over a quarterly or annual reporting period is greater than $35.92 per share, the conversion price of the Notes. For the three months ended March 31, 2023 and 2022, the Notes were anti-dilutive on a stand-alone basis because the average share price during these periods did not exceed the conversion price, and because we had a net loss for each of the respective periods.
3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(15) Accumulated Other Comprehensive Loss
The changes in the balances of accumulated other comprehensive loss by component are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
(in thousands) | Foreign currency translation adjustment | | Defined benefit pension plan | | Unrealized loss on short-term investments | | Total |
Balance at December 31, 2022 | $ | (54,194) | | | $ | 700 | | | $ | (328) | | | $ | (53,822) | |
Other comprehensive income (loss) | 3,413 | | 12 | | | 108 | | 3,533 | |
Amounts reclassified from accumulated other comprehensive income (loss) a | — | | | (12) | | | 201 | | 189 | |
Balance at March 31, 2023 | $ | (50,781) | | | $ | 700 | | | $ | (19) | | | $ | (50,100) | |
| | | | | | | |
| Three Months Ended March 31, 2022 |
(in thousands) | Foreign currency translation adjustment | | Defined benefit pension plan | | Unrealized loss on short-term investments | | Total |
Balance at December 31, 2021 | $ | |