Form 8-K 3D SYSTEMS CORP For: Nov 04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2015
3D SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-34220 | 95-4431352 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
333 Three D Systems Circle Rock Hill, South Carolina |
29730 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (803) 326-3900
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On November 4, 2015, 3D Systems Corporation (the “Company”) issued a press release setting forth the Company’s results of operations for its third quarter and nine months ended September 30, 2015. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference. The information in this Item (and in such press release) shall not be deemed “filed” with the Securities and Exchange Commission (“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 7.01. Regulation FD Disclosure.
Included in the press release mentioned above is an announcement that the Company plans to hold a conference call and webcast at 8:30 a.m., Eastern Time, on Wednesday, November 4, 2015, to discuss its operating results for its third quarter and nine months ended September 30, 2015. A copy of the press release, which contains additional information regarding how to access the conference call and webcast and how to listen to a recorded playback of the call after it is completed, is attached as Exhibit 99.1 to this Current Report on From 8-K. The slides to be presented on the webcast are attached as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” with the SEC 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.
(d) Exhibits.
99.1 | Press Release dated November 4, 2015. |
99.2 | Webcast slides dated November 4, 2015. |
SIGNATURES
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: November 4, 2015 | ||
By: /s/ Andrew M. Johnson | ||
(Signature) | ||
Name: Andrew M. Johnson | ||
Title: Interim President and Chief Executive Officer and Chief Legal Officer and Secretary | ||
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
99.1 | Press Release dated November 4, 2015 | |
99.2 | Webcast slides dated November 4, 2015 |
EXHIBIT 99.1
3D Systems Reports Third Quarter and Nine Months 2015 Financial Results
ROCK HILL, S.C., Nov. 4, 2015 (GLOBE NEWSWIRE) -- 3D Systems Corporation (NYSE: DDD) announced today its financial results for the third quarter and nine months ended September 30, 2015.
For the third quarter of 2015, the company reported revenue of $151.6 million, a decrease of 9% over the comparable quarter in 2014, or a 3% decrease on a constant currency basis. The company reported a GAAP loss of $0.29 per share and non-GAAP earnings of $0.01 per share.
"We are disappointed with our overall results and the lower revenue from our 3D printing products and services, which we believe were negatively impacted by continued challenging market conditions that extended customers' capital investment cycles and reduced demand across all geographies," commented Andrew Johnson, Interim President & Chief Executive Officer and Chief Legal Officer, 3D Systems. "However, we are pleased that our 3D healthcare simulators and services and 3D software contributed favorably to our results."
Gross profit margin decreased 90 basis points compared to the third quarter of 2014 to 46.9% due primarily to the negative impact of consumer products.
For the third quarter of 2015, operating expenses remained flat sequentially at $105.7 million, inclusive of $22.5 million of R&D expenditures and an $11.3 million expense for an arbitration award related to a business acquisition completed in 2011.
The company reported a third quarter GAAP net loss of $32.2 million, or a $0.29 loss per share. The company reported non-GAAP net income of $0.8 million, or $0.01 earnings per share.
The company used $4.3 million of cash for operations during the quarter and had $157.5 million of cash on hand at the end of September.
For the first nine months of 2015, revenue grew 4% to $482.8 million, or a 12% increase on a constant currency basis, resulting in a GAAP loss of $0.53 per share and non-GAAP earnings of $0.08 per share.
"As we navigate challenging market conditions, we are taking decisive steps to reduce our cost structure and better prioritize our resources around near-term opportunities while continuing investments in quality initiatives, partner-centric programs and new products," concluded Johnson.
Recent Business Developments
The company is focusing on leveraging its domain expertise in key verticals into new products and partnerships that it believes could drive incremental adoption. Recently, the company has:
-
Expanded its healthcare reach with new modules for cardiology training and surgical planning and partnered with MirrorMe3D to bring 3D printing to cosmetic surgery;
-
Expanded its partnerships with Phillips Corporation, U.S. Army Research Lab and Pennsylvania State University, to advance material and process developments, including critical defense and aerospace applications;
-
Added Methods Machine Tools, a leading supplier of precision machine tools and automation for manufacturing, as a channel partner;
-
Partnered with GPI Prototype & Manufacturing Services to expand use cases for its Direct Metal Printers;
-
Introduced Nylon material and Infinity™ Rinse-Away water soluble support material for its desktop 3D printers; and
- Introduced the next generation of GibbsCam Software for production machining.
Q3 Conference Call and Webcast
The company expects to file its third quarter 2015 Form 10-Q with the Securities and Exchange Commission on November 4, 2015. 3D Systems plans to hold a conference call and simultaneous webcast to discuss these results on Wednesday, November 4, 2015, at 8:30 a.m. Eastern Time.
Date: Wednesday, November 4, 2015 |
Time: 8:30 a.m. Eastern Time |
Listen via Internet: www.3dsystems.com/investor |
Participate via telephone: |
Within the U.S.: 1-877-407-8291 |
Outside the U.S.: 1-201-689-8345 |
The recorded webcast will be available beginning approximately two hours after the live presentation at www.3dsystems.com/investor.
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 may 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 addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as "believes," "belief," "expects," "estimates," "intends," "anticipates" or "plans" to be uncertain and forward-looking. Forward-looking statements 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, including but not limited to, statements about management's expectations regarding the company's performance, initiatives and strategies. The factors described under the headings "Forward-Looking Statements," "Cautionary Statements and Risk Factors," 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. 3D Systems undertakes no obligation to update or revise any forward-looking statements, even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized, except as may be required by law.
Presentation of Information in This Press release
To facilitate a better understanding of the impact that several strategic acquisitions had on its financial results, the company reported non-GAAP measures that adjust net income and earnings per share by excluding the impact of amortization of intangibles, non-cash interest expense, acquisition and severance expenses, an arbitration award related to litigation, loss on conversion of notes and stock-based compensation expense. A reconciliation of GAAP to non-GAAP results is provided in the accompanying schedule.
About 3D Systems
3D Systems provides the most advanced and comprehensive 3D digital design and fabrication solutions available today, including 3D printers, print materials and cloud-sourced custom parts. Its powerful ecosystem transforms entire industries by empowering professionals and consumers everywhere to bring their ideas to life using its vast material selection, including plastics, metals, ceramics and edibles. 3DS' leading personalized medicine capabilities include end-to-end simulation, training and planning, and printing of surgical instruments and devices for personalized surgery and patient specific medical and dental devices. Its democratized 3D digital design, fabrication and inspection products provide seamless interoperability and incorporate the latest immersive computing technologies. 3DS' products and services disrupt traditional methods, deliver improved results and empower its customers to manufacture the future now.
More information on the company is available at www.3dsystems.com.
Tables Follow
3D Systems Corporation | ||||
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | ||||
Quarter and Nine Months Ended September 30, 2015 and 2014 | ||||
Quarter Ended September 30, | Nine Months Ended September 30, | |||
(in thousands, except per share amounts) | 2015 | 2014 | 2015 | 2014 |
Revenue: | ||||
Products | $ 87,747 | $ 111,926 | $ 292,146 | $ 313,104 |
Services | 63,827 | 55,018 | 190,654 | 153,110 |
Total revenue | 151,574 | 166,944 | 482,800 | 466,214 |
Cost of sales: | ||||
Products | 48,472 | 57,627 | 156,432 | 155,675 |
Services | 32,064 | 29,519 | 94,719 | 82,871 |
Total cost of sales | 80,536 | 87,146 | 251,151 | 238,546 |
Gross profit | 71,038 | 79,798 | 231,649 | 227,668 |
Operating expenses: | ||||
Selling, general and administrative | 83,212 | 53,656 | 237,242 | 152,698 |
Research and development | 22,463 | 17,934 | 70,410 | 52,883 |
Total operating expenses | 105,675 | 71,590 | 307,652 | 205,581 |
Income (loss) from operations | (34,637) | 8,208 | (76,003) | 22,087 |
Interest and other expense, net | 1,373 | 3,955 | 4,029 | 6,479 |
Income (loss) before income taxes | (36,010) | 4,253 | (80,032) | 15,608 |
Provision (benefit) for income taxes | (3,524) | 1,113 | (20,563) | 5,366 |
Net income (loss) | (32,486) | 3,140 | (59,469) | 10,242 |
Less net income (loss) attributable to noncontrolling interests | (237) | 56 | (343) | 156 |
Net income (loss) attributable to 3D Systems Corporation | $ (32,249) | $ 3,084 | $ (59,126) | $ 10,086 |
Net income (loss) per share available to 3D Systems Corporation common stockholders — basic and diluted | $ (0.29) | $ 0.03 | $ (0.53) | $ 0.09 |
Other comprehensive income (loss): | ||||
Pension adjustments, net of taxes | $ 14 | $ 91 | $ 276 | $ 136 |
Foreign currency loss | (9,957) | (10,897) | (17,903) | (9,263) |
Other comprehensive loss | (9,943) | (10,806) | (17,627) | (9,127) |
Less foreign currency translation loss attributable to noncontrolling interests | (882) | (73) | (2,588) | (71) |
Other comprehensive loss attributable to 3D Systems Corporation | (9,061) | (10,733) | (15,039) | (9,056) |
Comprehensive income (loss) | (42,429) | (7,666) | (77,096) | 1,115 |
Less comprehensive income (loss) attributable to noncontrolling interests | (1,119) | (17) | (2,931) | 85 |
Comprehensive income (loss) attributable to 3D Systems Corporation | $ (41,310) | $ (7,649) | $ (74,165) | $ 1,030 |
3D Systems Corporation | ||
Unaudited Condensed Consolidated Balance Sheets | ||
September 30, 2015 and December 31, 2014 | ||
September 30, | December 31, | |
(in thousands, except par value) | 2015 | 2014 |
ASSETS | ||
Current assets: | ||
Cash and cash equivalents | $ 157,453 | $ 284,862 |
Accounts receivable, net of allowance for doubtful accounts of $15,797 (2015) and $10,300 (2014) | 134,492 | 168,441 |
Inventories, net | 138,181 | 96,645 |
Prepaid expenses and other current assets | 25,898 | 15,769 |
Current deferred income tax asset | 25,025 | 14,973 |
Total current assets | 481,049 | 580,690 |
Property and equipment, net | 88,540 | 81,881 |
Intangible assets, net | 267,182 | 251,561 |
Goodwill | 622,431 | 589,537 |
Long term deferred income tax asset | 705 | 816 |
Other assets, net | 21,602 | 21,485 |
Total assets | $ 1,481,509 | $ 1,525,970 |
LIABILITIES AND EQUITY | ||
Current liabilities: | ||
Current portion of debt and capitalized lease obligations | $ 523 | $ 684 |
Accounts payable | 48,508 | 64,378 |
Accrued and other liabilities | 49,577 | 44,219 |
Customer deposits | 7,653 | 6,946 |
Deferred revenue | 35,455 | 32,264 |
Total current liabilities | 141,716 | 148,491 |
Long term portion of capitalized lease obligations | 8,372 | 8,905 |
Long term deferred income tax liability | 26,880 | 30,679 |
Other liabilities | 41,793 | 34,898 |
Total liabilities | 218,761 | 222,973 |
Redeemable noncontrolling interests | 8,872 | 8,872 |
Stockholders' equity: | ||
Common stock, $0.001 par value, authorized 220,000 shares; issued 112,425 (2015) and 112,233 (2014) | 112 | 112 |
Additional paid-in capital | 1,275,565 | 1,245,462 |
Treasury stock, at cost: 378 shares (2015) and 709 shares (2014) | (412) | (374) |
Accumulated earnings | 12,988 | 72,124 |
Accumulated other comprehensive loss | (39,445) | (24,406) |
Total 3D Systems Corporation stockholders' equity | 1,248,818 | 1,292,918 |
Noncontrolling interests | 5,058 | 1,207 |
Total stockholders' equity | 1,253,876 | 1,294,125 |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | $ 1,481,509 | $ 1,525,970 |
3D Systems Corporation | ||
Unaudited Condensed Consolidated Statements of Cash Flows | ||
Nine Months Ended September 30, 2015 and 2014 | ||
Nine Months Ended September 30, | ||
(in thousands) | 2015 | 2014 |
Cash flows from operating activities: | ||
Net income (loss) | $ (59,469) | $ 10,242 |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||
Benefit of deferred income taxes | (21,971) | (19,113) |
Depreciation and amortization | 63,905 | 39,563 |
Provision for ligation award | 11,282 | — |
Impairment of investment | 1,111 | — |
Non-cash interest on convertible notes | — | 224 |
Provision for bad debts | 4,123 | 4,394 |
Provision for obsolescence and revaluation | 9,191 | 2,065 |
Stock-based compensation | 28,850 | 23,738 |
Loss on the disposition of property and equipment | 1,182 | 176 |
Loss on conversion of convertible debt | — | 1,806 |
Changes in operating accounts: | ||
Accounts receivable | 37,426 | (40,347) |
Inventories | (50,178) | (40,101) |
Prepaid expenses and other current assets | (10,136) | (6,725) |
Accounts payable | (19,657) | 11,925 |
Accrued and other liabilities | (5,348) | 8,254 |
Customer deposits | 566 | 1,848 |
Deferred revenue | (1,748) | 5,813 |
Other operating assets and liabilities | 263 | 24,136 |
Net cash provided by (used in) operating activities | (10,608) | 27,898 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (18,064) | (16,783) |
Additions to license and patent costs | (719) | (547) |
Cash paid for acquisitions, net of cash assumed | (91,799) | (244,290) |
Other investing activities | (3,750) | (300) |
Net cash used in investing activities | (114,332) | (261,920) |
Cash flows from financing activities: | ||
Tax benefits from share-based payment arrangements | 467 | 6,870 |
Proceeds from issuance of common stock | — | 299,729 |
Proceeds from exercise of stock options and restricted stock, net | 748 | 1,603 |
Repayment of capital lease obligations | (788) | (317) |
Net cash provided by financing activities | 427 | 307,885 |
Effect of exchange rate changes on cash | (2,896) | (2,844) |
Net increase (decrease) in cash and cash equivalents | (127,409) | 71,019 |
Cash and cash equivalents at the beginning of the period | 284,862 | 306,316 |
Cash and cash equivalents at the end of the period | $ 157,453 | $ 377,335 |
3D Systems Corporation | ||||
Schedule 1 | ||||
Earnings (Loss) Per Share | ||||
Quarter and Nine Months Ended September 30, 2015 and 2014 | ||||
Quarter Ended September 30, | Nine Months Ended September 30, | |||
(in thousands, except per share amounts) | 2015 | 2014 | 2015 | 2014 |
Numerator for basic and diluted net earnings per share: | ||||
Net income (loss) attributable to 3D Systems Corporation | $ (32,249) | $ 3,084 | $ (59,126) | $ 10,086 |
Denominator for basic and diluted net earnings per share: | ||||
Weighted average shares | 112,010 | 110,737 | 111,920 | 106,923 |
Earnings (loss) per share, basic and diluted | (0.29) | 0.03 | (0.53) | 0.09 |
Interest expense excluded from diluted earnings per share calculation (a) | $ — | $ — | $ — | $ 362 |
5.50% Convertible notes shares excluded from diluted earnings per share calculation (a) | — | — | — | 584 |
Restricted stock units excluded from diluted earnings per share calculation(b) | 109 | — | 61 | — |
(a) Average outstanding diluted earnings (loss) per share calculation excludes shares that may be issued upon conversion of the outstanding senior convertible notes since the effect of their inclusion would have been anti-dilutive. | ||||
(b) Average outstanding diluted earnings (loss) per share calculation excludes restricted stock units since the effect of their inclusion would have been anti-dilutive. |
3D Systems Corporation | ||||
Schedule 2 | ||||
Unaudited Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income | ||||
Quarter and Nine Months Ended September 30, 2015 and 2014 | ||||
Quarter Ended September 30, | Nine Months Ended September 30, | |||
(in thousands, except per share amounts) | 2015 | 2014 | 2015 | 2014 |
GAAP net income (loss) attributable to 3D Systems Corporation | $ (32,249) | $ 3,084 | $ (59,126) | $ 10,086 |
Cost of sales adjustments: | ||||
Amortization of intangibles | 81 | 74 | 232 | 209 |
Operating expense adjustments: | ||||
Amortization of intangibles | 15,762 | 11,032 | 47,608 | 28,301 |
Acquisition and severance expenses | 689 | 1,441 | 5,865 | 4,836 |
Non-cash stock-based compensation expense | 8,800 | 8,100 | 28,850 | 23,738 |
Arbitration award | 11,282 | — | 11,282 | — |
Interest and other expense adjustments: | ||||
Non-cash interest expense | — | 31 | — | 225 |
Loss on convertible notes | — | 1,806 | — | 1,806 |
Tax effect (a) | (3,584) | (5,888) | (25,582) | (17,839) |
Non-GAAP net income | $ 781 | $ 19,680 | $ 9,129 | $ 51,362 |
Non-GAAP basic and diluted earnings per share | $ 0.01 | $ 0.18 | $ 0.08 | $ 0.48 |
(a) tax effect is calculated quarterly, based on the actual tax rate for each quarter. |
CONTACT: Investor Contact: Stacey Witten Email: [email protected] Media Contact: Timothy Miller Email: [email protected]
EXHIBIT 99.2
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