DDD 8-K
3D Systems Corp (DDD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On April 1, 2025, pursuant to (i) the previously announced Asset Purchase Agreement (the “U.S. Purchase Agreement”), dated December 12, 2024, by and among 3D Systems Corporation (the “Company”), 3D Systems, Inc., a wholly-owned subsidiary of the Company (“3D US”), and Hexagon Manufacturing Intelligence, Inc. (the “U.S. Buyer”) and (ii) the previously announced Business Transfer Agreement (the “Korean Purchase Agreement,” together with the U.S. Purchase Agreement, the “Purchase Agreements”), dated December 12, 2024, by and between 3D Systems Korea, Inc., a wholly-owned subsidiary of the Company (“3D Korea,” together with the Company and 3D US, the “Sellers”), and Hexagon Metrology Korea LLC (the “Korean Buyer,” together with the U.S. Buyer, the “Buyers”), the Sellers completed the sale to the Buyers of substantially all of the assets related to the Geomagic brand name for an aggregate purchase price of $123.0 million, subject to certain customary adjustments which reduced the cash proceeds to the Sellers at closing by approximately $3.6 million (the “Transaction”).
The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the U.S. Purchase Agreement, a copy of which was previously filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to the Company’s Current Report on Form 8-K, dated December 12, 2024 (the “Form 8-K”), and is incorporated in this Item 2.01 by reference, and the Korean Purchase Agreement, a copy of which was previously filed with the SEC as Exhibit 2.2 to the Form 8-K and is incorporated in this Item 2.01 by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 1, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated in this Item 7.01 by reference.
The information in this Item 7.01 (and in Exhibit 99.2) shall not be deemed “filed” with the SEC for purposes of the Securities Exchange Act of 1934, as amended, nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro forma financial information
The following unaudited pro forma condensed consolidated financial information of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference:
| • | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2024. |
| • | Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2024. |
(d) Exhibits
| 99.1 | Unaudited pro forma condensed consolidated financial statements of 3D Systems Corporation. | |
| 99.2 | Press Release issued on April 1, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 3D SYSTEMS CORPORATION | ||||||
| Date: April 7, 2025 | By: | /s/ Jeffrey D. Creech | ||||
| Jeffrey D. Creech | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
3D SYSTEMS CORPORATION
Unaudited Pro Forma Condensed Consolidated Financial Information
On April 1, 2025, 3D Systems Corporation (the “Company”) and 3D Systems, Inc., a wholly-owned subsidiary of the Company (“3D US”), completed its previously announced sale of the Geomagic software business (“Geomagic”) pursuant to the Asset Purchase Agreement between the Company, 3D Systems, Inc. and Hexagon Manufacturing Intelligence, Inc. and the Business Transfer Agreement between 3D Systems Korea, Inc. and Hexagon Metrology Korea LLC, each of which were entered into on December 12, 2024. The Company received $119.4 million in cash, which reflected applicable purchase price adjustments under the Asset Purchase Agreement and Business Transfer Agreement.
At the closing, we entered into a transition services agreement, pursuant to which we will provide certain information technology, accounting, human resources, marketing, operations, facilities and other customary services.
The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the Transaction had occurred as of December 31, 2024. The accompanying unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024 includes certain “Pro Forma Adjustments” to illustrate the estimated effect of the Company’s disposition, as if the Transaction had occurred on January 1, 2024. The amounts included in the “As Reported” columns represent the Company’s historical consolidated balance sheet as of December 31, 2024 and the consolidated statement of operations for the year then ended, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X, were derived from the Company’s historical consolidated financial statements, are being presented to give effect to the disposal of Geomagic, and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States. The historical consolidated financial information in the unaudited pro forma condensed consolidated financial statements has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the Transaction, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the results of the Company. The accompanying unaudited pro forma condensed consolidated financial statements do not give effect to any cost savings or operating synergies that may result from the Transaction or the costs to achieve any synergies.
The unaudited pro forma condensed consolidated financial statements have been presented for informational purposes only and are based upon estimates by the Company’s management, which are based upon available information and certain assumptions that the Company’s management believes are reasonable as of the date of this filing. The unaudited pro forma condensed consolidated financial statements are not intended to be indicative of the actual financial position or results of operations that would have been achieved had the Transaction been consummated as of the periods indicated, nor does it purport to indicate results which may be attained in the future. Actual amounts could differ materially from these estimates. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read in conjunction with the Company’s financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed on March 27, 2025.
3D SYSTEMS CORPORATION
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2024
| (in thousands) | As Reported | Pro Forma Adjustments |
Notes | Pro Forma | ||||||||||
| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
$ | 171,324 | 119,360 | (a) | $ | 290,684 | ||||||||
| Accounts receivable, net of reserves |
101,471 | — | 101,471 | |||||||||||
| Inventories |
118,530 | — | 118,530 | |||||||||||
| Prepaid expenses and other current assets |
34,329 | (348 | ) | (b) | 33,981 | |||||||||
| Current assets held for sale |
3,176 | (3,176 | ) | (b) | — | |||||||||
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| Total current assets |
428,830 | 115,836 | 544,666 | |||||||||||
| Property and equipment, net |
51,044 | — | 51,044 | |||||||||||
| Intangible assets, net |
18,020 | — | 18,020 | |||||||||||
| Goodwill |
14,879 | — | 14,879 | |||||||||||
| Operating lease right-of-use assets |
50,715 | — | 50,715 | |||||||||||
| Finance lease right-of-use assets |
8,726 | — | 8,726 | |||||||||||
| Long-term deferred income tax assets |
2,063 | (175 | ) | (c) | 1,888 | |||||||||
| Other assets |
34,569 | — | 34,569 | |||||||||||
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| Total assets |
$ | 608,846 | $ | 115,661 | $ | 724,507 | ||||||||
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| LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY |
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| Current liabilities: |
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| Current operating lease liabilities |
$ | 9,514 | $ | — | $ | 9,514 | ||||||||
| Accounts payable |
41,833 | — | 41,833 | |||||||||||
| Accrued and other liabilities |
45,488 | 1,268 | (c)(f) | 46,756 | ||||||||||
| Customer deposits |
4,712 | — | 4,712 | |||||||||||
| Deferred revenue |
27,298 | — | 27,298 | |||||||||||
| Current liabilities held for sale |
10,251 | (10,251 | ) | (b) | — | |||||||||
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| Total current liabilities |
139,096 | (8,983 | ) | 130,113 | ||||||||||
| Long-term debt, net of deferred financing costs |
211,995 | — | 211,995 | |||||||||||
| Long-term operating lease liabilities |
52,527 | — | 52,527 | |||||||||||
| Long-term deferred income tax liabilities |
2,076 | (766 | ) | (c) | 1,310 | |||||||||
| Other liabilities |
25,001 | (16 | ) | (b)(f) | 24,985 | |||||||||
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| Total liabilities |
430,695 | (9,765 | ) | 420,930 | ||||||||||
| Commitments and contingencies |
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| Redeemable non-controlling interest |
1,958 | — | 1,958 | |||||||||||
| Stockholders’ equity: |
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| Total stockholders’ equity |
176,193 | 125,426 | (d) | 301,619 | ||||||||||
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| Total liabilities, redeemable non-controlling interest and stockholders’ equity |
$ | 608,846 | $ | 115,661 | $ | 724,507 | ||||||||
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3D SYSTEMS CORPORATION
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2024
| (in thousands, except per share amounts) | As Reported | Pro Forma Adjustments |
Notes | Pro Forma | ||||||||||||
| Revenue: |
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| Products |
$ | 279,178 | $ | (15,227 | ) | (e) | $ | 263,951 | ||||||||
| Services |
160,943 | (14,048 | ) | (e) | 146,895 | |||||||||||
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| Total revenue |
440,121 | (29,275 | ) | 410,846 | ||||||||||||
| Cost of sales: |
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| Products |
175,859 | (2,513 | ) | (e) | 173,346 | |||||||||||
| Services |
100,084 | (2,315 | ) | (e) | 97,769 | |||||||||||
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| Total cost of sales |
275,943 | (4,828 | ) | 271,115 | ||||||||||||
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| Gross profit |
164,178 | (24,447 | ) | 139,731 | ||||||||||||
| Operating expenses: |
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| Selling, general and administrative |
210,132 | (7,166 | ) | (e) | 202,966 | |||||||||||
| Research and development |
86,479 | (4,038 | ) | (e) | 82,441 | |||||||||||
| Asset impairment charges |
144,967 | — | 144,967 | |||||||||||||
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| Total operating expenses |
441,578 | (11,204 | ) | 430,374 | ||||||||||||
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| Loss from operations |
(277,400 | ) | (13,243 | ) | (290,643 | ) | ||||||||||
| Non-operating income (expense): |
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| Foreign exchange loss, net |
2,452 | (103 | ) | (e) | 2,349 | |||||||||||
| Interest income |
7,302 | — | (e) | 7,302 | ||||||||||||
| Interest expense |
(2,564 | ) | — | (2,564 | ) | |||||||||||
| Other (loss) income, net |
20,214 | 125,426 | (d) | 145,640 | ||||||||||||
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| Total non-operating (loss) income |
27,404 | 125,323 | 152,727 | |||||||||||||
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| Loss before income taxes |
(249,996 | ) | 112,080 | (137,916 | ) | |||||||||||
| Benefit (provision) for income taxes |
(2,193 | ) | 11,197 | (c) | 9,004 | |||||||||||
| Loss on equity method investment, net of income taxes |
(3,404 | ) | — | (3,404 | ) | |||||||||||
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| Net loss before redeemable non-controlling interest |
(255,593 | ) | 123,277 | (132,316 | ) | |||||||||||
| Less: net loss attributable to redeemable non-controlling interest |
— | — | — | |||||||||||||
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| Net loss attributable to 3D Systems Corporation |
$ | (255,593 | ) | $ | 123,277 | $ | (132,316 | ) | ||||||||
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| Net loss per common share: |
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| Basic |
$ | (1.94 | ) | $ | 0.93 | $ | (1.01 | ) | ||||||||
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| Diluted |
$ | (1.94 | ) | $ | 0.93 | $ | (1.01 | ) | ||||||||
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| Weighted average shares outstanding: |
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| Basic and Diluted |
131,861 | 131,861 | 131,861 | |||||||||||||
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial statements:
| a. | Adjustment represents cash consideration received from the sale of Geomagic. |
| b. | Adjustments represent the elimination of assets and liabilities held for sale attributable to Geomagic. |
| c. | Adjustment represents the estimated decrease in the benefit from income taxes of approximately $11.2 million associated with the sale of Geomagic. $1.4 million represents the estimated income tax effect related to the elimination of Geomagic revenues, costs and expenses set forth in Note (e) and $9.8 million represents the estimated income tax effect related to the gain on sale of Geomagic. The estimated tax effect of pro forma adjustments is calculated at the statutory rate for the respective period adjusted for discrete impacts, including changes in valuation allowances. |
| d. | Adjustments reflects the preliminary estimated pre-tax gain on sale of Geomagic, calculated at $125.4 million. |
The estimated gain on sale of Geomagic is based on the net carrying value of Geomagic as of December 31, 2024 rather than as of the closing date of the Transaction. As a result, the estimated gain reflected herein may differ materially from the actual gain on sale of Geomagic as of the closing date that will be recognized in the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2025.
No adjustment has been made to the sale proceeds to give effect to any potential post-closing purchase price adjustments under the terms of the Purchase Agreements.
| e. | Adjustments reflect the elimination of revenues, costs and expenses directly attributable to Geomagic. Adjustments do not include certain general corporate overhead costs previously allocated to Geomagic that will have a continuing effect on the Company post-closing. |
| f. | Adjustment reflects amounts recorded related to the transition services agreement. |
Exhibit 99.2
Press Release
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, SC 29730
www.3dsystems.com
NYSE: DDD
Investor Contact: [email protected]
Media Contact: [email protected]
3D Systems Completes Sale of Geomagic Software Portfolio
| • | Closed transaction for $123 million, with expected net proceeds of approximately $100 million to strengthen balance sheet and invest in future growth and profitability initiatives |
| • | Sharpens focus on core additive manufacturing software solutions — 3D Sprint®, 3DXpert® and Oqton Industrial Manufacturing OS —to advance production applications and accelerate customer adoption |
ROCK HILL, South Carolina, April 1, 2025 – 3D Systems (NYSE:DDD) today announced the successful completion of the sale of its Geomagic® software portfolio to the Manufacturing Intelligence Division of Hexagon, a global leader in digital reality solutions, for $123 million before working capital adjustments and following the satisfaction of customary regulatory approvals and closing conditions.
As part of its strategic focus, 3D Systems will now concentrate on advancing its core additive manufacturing software platforms, including 3D Sprint® and 3DXpert®, as well as the Oqton Industrial Manufacturing OS. The Company intends to continue expanding the capabilities of these solutions by leveraging artificial intelligence and automation to enable accelerated adoption of 3D printing technologies in high-volume, production environments.
“Hexagon is well-positioned to take the Geomagic portfolio to new heights, ensuring continued innovation and value for its users,” said Dr. Jeffrey Graves, president & CEO of 3D Systems. “We are grateful for the contributions of our Geomagic team members and confident they will thrive
| 3D Systems Press Release | Page 2 |
in this next chapter. For 3D Systems, with today’s completed sale, we are pleased to further strengthen our balance sheet and continue our focus on fueling profitable organic growth through R&D and investing in our core platforms. By concentrating on 3D Sprint, 3DXpert, and Oqton, we will enhance our ability to deliver innovative solutions that improve workflows, reduce costs, and enable our customers to scale production effectively. With approximately $100 million of net proceeds coming to our balance sheet, the transaction significantly enhances our cash reserves and provides us with an exceptional footing to execute in the quarters ahead.”
Forward-Looking Statements
Certain statements made in this release that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. In many cases, forward-looking statements can be identified by terms such as “believes,” “belief,” “expects,” “may,” “will,” “estimates,” “intends,” “anticipates” or “plans” or the negative of these terms or other comparable terminology. Forward-looking statements are based upon management’s beliefs, assumptions, and current expectations and may include comments as to the company’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the company. The factors described under the headings “Forward-Looking Statements” and “Risk Factors” in the company’s periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements. Although management believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not, and should not be relied upon as a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at which such performance or results will be achieved. The forward-looking statements included are made only as of the date of the statement. 3D Systems undertakes no obligation to update or revise any forward-looking statements made by management or on its behalf, whether as a result of future developments, subsequent events or circumstances or otherwise, except as required by law.
| 3D Systems Press Release | Page 3 |
About 3D Systems
More than 35 years ago, Chuck Hull’s curiosity and desire to improve the way products were designed and manufactured gave birth to 3D printing, 3D Systems, and the additive manufacturing industry. Since then, that same spark continues to ignite the 3D Systems team as we work side-by-side with our customers to change the way industries innovate. As a full-service solutions partner, we deliver industry-leading 3D printing technologies, materials and software to high-value markets such as medical and dental; aerospace, space and defense; transportation and motorsports; AI infrastructure; and durable goods. Each application-specific solution is powered by the expertise and passion of our employees who endeavor to achieve our shared goal of Transforming Manufacturing for a Better Future. More information on the company is available at www.3dsystems.com.
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