Redeemable Non-controlling Interest

12 Months Ended

Dec. 31, 2024

(15) Redeemable Non-controlling Interest

For each of the periods presented in our consolidated financial statements, the Company holds a 93.75% controlling interest in a consolidated foreign subsidiary that was acquired on April 1, 2022. The remaining 6.25% non-controlling interest in this foreign subsidiary is subject to redemption at a future date upon either (1) the exercise of a put option by the holder of the underlying shares or a call option by the Company, each of which is subject to the subsidiary achieving certain specified conditions, or (2) the passage of time subsequent to the date on which this subsidiary was acquired.

The put and call rights related to 50% of the common shares underlying this redeemable non-controlling interest ("RNCI") can be exercised upon the achievement of an initial revenue and gross profit target, while the put and call rights related to the remaining 50% of the common shares underlying the RNCI can be exercised upon the achievement of a second revenue and gross profit target. The exercise prices at which the shares underlying the RNCI can be put by their holders or called by the Company are determined based upon whether the consolidated foreign subsidiary achieves either or both of the predetermined revenue and gross profit targets. If either (1) one or both sets of revenue and gross margin targets are not achieved by the consolidated foreign subsidiary within specified time periods or (2) neither the put or call options are exercised within specified time periods despite the achievement of one or both sets of targets, the exercise price for the put and call options will be set at a floor strike price for periods thereafter. Up to 50% of the exercise price can be paid in shares of Common Stock at the election of 3D Systems.

On December 9, 2024, the Company signed a profit and loss transfer agreement with the foreign subsidiary whereby the subsidiary transfers its entire net profit or loss to 3D Systems for the next five years. For the year ended December 31, 2024, the Company consolidated 100% of the foreign subsidiary net loss.

Changes to the Company's RNCI balance during the years ended December 31, 2024 and 2023 are summarized below:


(in thousands)	Year Ended December 31
	2024		2023		2022
Balance at beginning of period	$	2,006	$	1,760	$	—
Fair value at the date of acquisition					1,559
Net loss	—		(265)		(238)
Redemption value (below) in excess of carrying value	(61)		479		596
Translation adjustments	13		32		(157)
Balance at end of period	$	1,958	$	2,006	$	1,760