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 Companys disposition, as if the Transaction had occurred on January 1, 2024. The amounts included in the As Reported columns represent the Companys 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 Companys 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 Companys 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 Companys management, which are based upon available information and certain assumptions that the Companys 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 Companys financial statements for the year ended December 31, 2024, included in the Companys 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 Companys 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. |