3D SYSTEMS CORP - FORM 8-K/A - EX-99.2

Attached files

file	filename
8-K/A - FORM 8-K/A - 3D SYSTEMS CORP	d314184d8ka.htm
EX-99.1 - EX-99.1 - 3D SYSTEMS CORP	d314184dex991.htm
EX-23.1 - EX-23.1 - 3D SYSTEMS CORP	d314184dex231.htm

Exhibit 99.2

3D SYSTEMS CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

AS OF DECEMBER 31, 2011 AND THE YEAR THEN ENDED

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of 3D Systems Corporation (“3D Systems”), Z Corporation (“Z Corp”) and Vidar Systems Corporation (“Vidar”) after giving effect to 3D Systems’ acquisition of Z Corp and Vidar on January 3, 2012 with the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of 3D Systems, Z Corp and Vidar, giving effect to the acquisition as if it had been consummated on December 31, 2011.

The unaudited pro forma condensed combined statements of income for the year ended December 31, 2011 combine the historical consolidated statements of income of 3D Systems, Z Corp and Vidar, giving effect to the acquisition as if it had been consummated on January 1, 2011, the beginning of the earliest period presented.

The preliminary allocation of the purchase price used in the unaudited pro forma condensed combined financial statements is based upon preliminary estimates. These preliminary estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as we finalize the valuations of the net tangible and intangible assets acquired in connection with our acquisition of Z Corp and Vidar.

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of our consolidated results of operations or financial position that we would have reported had the acquisition been completed as of the dates presented, and should not be taken as a representation of our future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and/or cost savings that we may achieve with respect to the combined companies.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of 3D Systems included in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

3D SYSTEMS CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2011

(in thousands of dollars)

		September 30,			September 30,			September 30,			September 30,
	Historical						Pro Forma			Pro Forma
	3D Systems			Z Corp - Vidar			Adjustments			Combined
ASSETS
Current assets:
Cash and cash equivalents	$	179,120		$	1,756		$	(136,211	) (a)	$	44,665
Accounts Receivable		51,195			8,333						59,528
Inventory		25,283			5,661			—			30,944
Prepaid expenses and other current assets		5,782			981			—			6,763

Total current assets		261,380			16,731			(136,211	)		141,900
Property and equipment, net		29,594			1,442						31,036
Intangible assets, net		54,040			77,591			109	(b)		131,740
Goodwill		107,651			61,345			3,660	(c)		172,656
Other assets, net		10,309			82			—			10,391

Total assets	$	462,974		$	157,191		$	(132,442	)	$	487,723


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of capitallzed lease obligation	$	163		$	—		$	—		$	163
Accounts payable		25,911			3,721			—			29,632
Note payable, parent		—			64,100			(64,100	) (d)		—
Other accrued liabilties		32,949			6,143			(40	) (e)		39,052

Total current liablities		59,023			73,964			(64,140	)		68,847
Other liabilities		149,163			14,925			—			164,088

Total liabilities		208,186			88,889			(64,140	)		232,935

Commitments and Contingencies		—			—			—			—
Stockholders’ Equity
Preferred stock		—			—			—			—
Common stock		51			21,946			(21,946	) (f)		51
Additional paid-in capital		274,542			152,778			(152,778	) (g)		274,542
Treasury stock		(214	)		—			—			(214	)
Accumulated deficit		(22,531	)		(106,422	)		106,422	(h)		(22,531	)
Accumulated other comprehensive income		2,940			—			—			2,940

Total stockholders’ equity		254,788			68,302			(68,302	)		254,788

Total liabliities and equity	$	462,974		$	157,191		$	(132,442	)	$	487,723

3D SYSTEMS CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

For the year ended December 31, 2011

(in thousands except for per share information )

		September 30,			September 30,			September 30,			September 30,
	Historical						Pro Forma
	3D Systems			Z Corp - Vidar			Adjustments			TOTAL
Revenue:
Products	$	137,306		$	47,528		$	—		$	184,834
Services		93,117			9,006			—			102,123

Total		230,423			56,534			—			286,957
Cost of goods sold:
Products		66,589			24,873			(3,301	) (i)		88,161
Services		54,806			—			3,301	(i)		58,107

Total cost of sales		121,395			24,873			—			146,268
Gross profit		109,028			31,661			—			140,689
Operating expenses:
Selling, general and administrative		59,795			20,031			(253	) (j),(k),(l),(m)		79,573
Research and development		14,331			7,406			—			21,737

Total operating expenses		74,126			27,437			(253	)		101,310
Income from operations		34,902			4,224			253			39,379
Interest and other expense, net		2,456			4,247			8,300	(n),(o)		15,003

Income (loss) before before taxes		32,446			(23	)		(8,047	)		24,376
Benefit of taxes		(2,974	)		(137	)					(3,111	)

Net income	$	35,420		$	114		$	(8,047	)	$	27,487


Other comprehensive income (loss):
Unrealized loss on pension obligation		(275	)		—			—			(275	)
Loss on disposal of non-U.S. subsidiary		—			(70	)		—			(70	)
Foreign currency translation loss		(1,743	)		—			—			(1,743	)

Comprehensive income	$	33,402		$	44		$	(8,047	)	$	25,399


Earnings per share:
Basic	$	0.71								$	0.55

Diluted	$	0.70								$	0.54


Weighted average common shares outstanding
Basic		49,748									49,748
Diluted		50,723									50,723

3D SYSTEMS CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

FOR DECEMBER 31, 2011 AND THE YEAR THEN ENDED

Note 1. Basis of Pro Forma Presentation

On January 3, 2012, 3D Systems acquired all of the outstanding shares of Z Corp, which manufactures office compatible 3D printers and scanners, and Vidar, which is engaged in the manufacturing and development of optical imaging equipment. Under the terms of the acquisition agreement, 3D Systems paid a preliminary purchase price to the seller consisting of approximately $135.5 million, net of cash received, debt free and subject to final closing adjustments.

The accompanying Unaudited Pro Forma Condensed Combined Financial Statements were prepared in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 805, Business Combinations. In accordance with ASC 805, we recognize separately from goodwill, the identifiable assets acquired, the liabilities assumed, any noncontrolling interests in an acquiree, generally at the acquisition date fair value as defined by ASC 820, Fair Value Measurements and Disclosures. Goodwill as of the acquisition date is measured as the excess of consideration transferred, which is also generally measured at fair value, and the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed.

The accompanying Unaudited Pro Forma Condensed Combined Financial Statements present the pro forma consolidated financial position and results of operations of the combined company based upon the historical financial statements of 3D Systems, Z Corp and Vidar, after giving effect to the adjustments described in these notes, and are intended to reflect the impact of the acquisition on 3D Systems consolidated financial statements.

The accompanying Unaudited Pro Forma Condensed Combined Financial Statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of future cost savings due to operating efficiencies or revenue synergies expected to result from the acquisition.

The Unaudited Pro Forma Condensed Combined Balance Sheet gives effect to the acquisition as if it had been consummated on December 31, 2011 and includes estimated pro forma adjustments for the preliminary valuations of assets acquired and liabilities assumed. These adjustments are subject to further revision as additional information becomes available and additional analyses are performed. The Unaudited Pro Forma Condensed Combined Statement of Income and Comprehensive Income gives effect to the acquisition as if it had been consummated on January 1, 2011, the beginning of the earliest period presented. The historical combined financial statements of Z Corp and Vidar have been adjusted to reflect certain reclassifications in order to conform with 3D Systems’ financial statement presentation.

The table below represents a preliminary allocation of the total consideration to tangible and intangible assets and liabilities of Z Corp and Vidar based upon management’s preliminary estimate of their respective values as of January 3, 2012:

		September 30,
(in thousands)
Cash and cash equivalents	$	1,756
Other current assets		14,975
Property and equipment and other assets		1,524
Goodwill		65,005
Identified intangibles		77,700
Total liabilities		(24,749	)

Total purchase price	$	136,211

2.	Pro Forma Adjustments

The Unaudited Pro Forma Condensed Combined Financial Statements reflect the following adjustments (in thousands):

(a)

Cash – To record the gross cash payment by 3D Systems Corporation for the common stock of Z Corp and Vidar at the date of acquisition.

(b)

Intangible assets, net – To record the $109 difference between the historical amounts of Z Corp’s and Vidar’s intangible assets acquired to the preliminary aggregate fair value of them as follows:

		September 30,
Internally developed software / Technology	$	35,700
Trade Names		17,100
Customer relationships		11,400
Non-compete agreement		7,100
Patents		5,700
Other		700

	$	77,700

(c)

Goodwill – To record additional goodwill for the difference between the historical amounts of Z Corp’s and Vidar’s goodwill, to the preliminary estimate of net of differences between assets and liabilities as of the acquisition date and the value of those assets and liabilities assumed at December 31, 2011.

(d)

Notes payable, parent – To eliminate notes payable to the Parent of Z Corp and Vidar not assumed as part of the acquisition.

(e)

Accrued expenses – To eliminate net amounts payable to the Parent of Z Corp and Vidar not assumed as part of the acquisition.

(f)

Common stock – To eliminate the combined common stock of Z Corp and Vidar.

(g)

Additional paid in capital – To eliminate the combined additional paid in capital of Z Corp and Vidar.

(h)

Accumulated deficit – To eliminate the combined accumulated deficit of Z Corp and Vidar.

(i)

Cost of goods sold – To make pro forma cost of sales comparable to 3D’s cost of sales by allocating Z Corp’s and Vidar’s cost of sales between product cost of sales and services cost of sales.

(j)

Selling, general and administrative – To eliminate $3,150 of intangible amortization expense recorded by Z Corp and Vidar.

(k)

Selling, general and administrative – To record $5,887 of amortization expense based upon the preliminary fair values of intangible assets recorded as part of the acquisition of Z Corp and Vidar.

(l)

Selling, general and administrative – To eliminate $1,920 of nonrecurring acquisition expenses recorded in 2011 related to the acquisition of Z Corp and Vidar.

(m)

Selling, general and administrative – To eliminate $1,070 of net corporate and administrative charges incurred by Z Corp and Vidar to the Parent.

(n)

Interest and other expense (income), net – To eliminate $4,010 of interest expense related to the note payable to the Parent of Z Corp and Vidar.

(o)

Interest and other expense (income), net – To record $12,310 of interest expense related to the convertible debt, the proceeds of which were primarily used to acquire Z Corp and Vidar.

Attached files

Stock widget

Investing forum

3D SYSTEMS CORP Reports

Also read