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Business Combination (Tables)
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9 Months Ended |
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Sep. 30, 2013
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| Schedule of Stock Option Assumptions |
The following table provides the assumptions used in the Black-Scholes pricing model valuation of options granted during the nine months ended September 30, 2013: | Risk-free interest rate | 0.61 - 1.54% | | Expected option term | 5.11 years | | Expected price volatility | 55.86 - 56.87% | | Dividend yield | - |
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| Schedule of Acquired Intangible Assets |
Changes in the gross carrying amount of our other intangible assets for the nine months ended September 30, 2013, are as follows (in thousands): | | Gross | | | Carrying | | | Amount | | Balance at December 31, 2012 |
$ | 539,336 | | Acquisition of MakerBot | | 168,386 | | Patents, trademarks and capitalized software | | 1,310 | | | | | | Balance at September 30, 2013 | $ | 709,032 |
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Makerbot [Member]
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| Schedule of Consideration Transferred in Merger |
The total consideration transferred to effect the MakerBot merger is as follows (in thousands): | Issuance of Stratasys ordinary shares to MakerBot stockholders | $ | 446,019 | | Tax withholding and other payments on behalf of MakerBot stockholders | | 12,163 | | Exchange of MakerBot stock options for Stratasys options | | 7,198 | | Earn-out at estimated fair value | | 28,270 | | | | | | Total consideration | $ | 493,650 |
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| Schedule of Stock Option Assumptions |
The following assumptions were applied in determining the fair value of the exchanged MakerBot stock options: | Risk-free interest rate | | 0.36% | | Expected option term | | 1.38 years | | Expected price volatility | | 59.41% | | Dividend yield | | - | | Weighted average merger date fair value | $ | 92.73 |
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| Schedule of Purchase Price Allocation |
The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows (in thousands): | | | Allocation of | | | | Purchase Price | | Cash and cash equivalents | | $ | 3,405 | | Accounts receivable - Trade | | | 878 | | Accounts receivable - Other | | | 923 | | Deferred tax assets | | | 5,964 | | Inventories | | | 10,314 | | Property, plant and equipment | | | 4,658 | | Goodwill | | | 371,411 | | Intangible assets | | | 168,386 | | Other non-current assets | | | 7,068 | | Total assets acquired | | | 573,007 | | Accounts payable & other liabilities | | | 5,984 | | Unearned revenue | | | 4,075 | | Deferred tax liabilities | | | 69,120 | | Other non-current liabilities | | | 178 | | Total liabilities assumed
| | | 79,357 | | | | Net assets acquired
| | $ | 493,650 |
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| Schedule of Acquired Intangible Assets |
The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of the following intangible assets (in thousands): | | | | Weighted Average | | | Amount | | Life - Years | | Developed technology | 43,227 | | 5 | | Trade name | 42,134 | | 11 | | Customer relationships - Distributors | 19,315 | | 10 | | Customer relationships - Direct | 3,435 | | 1 | | Non-compete agreement | 10,004 | | 4 | | IPR&D - Printers | 34,189 | | Indefinite | | IPR&D - Peripherals | 16,082 | | Indefinite | | | | Total
| 168,386 | | |
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| Schedule of Results of Operations in Merger |
| Actual MakerBot results of operations included in the Consolidated Results of Operations: | | Net sales | |
$ | 11,411 | | | Loss attributable to MakerBot | | | (1,532 | ) |
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| Schedule of Pro Forma Information |
| Three Months Ended | | Nine Months Ended | | | September 30, | | September 30, | | | 2013 | | 2012 | | 2013 | | 2012 | | Supplemental pro forma combined results of operations:
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$ | 131,170 | | |
$ | 52,624 | | |
$ | 363,161 | | |
$ | 152,210 | | | Loss attributable to Stratasys Ltd. | | (6,108 | ) | | | (3,988 | ) | | | (27,165 | ) | | | (19,033 | ) | | Loss per ordinary share attributable to Stratasys Ltd. - basic and diluted | $ | (0.14 | ) | | $ | (0.10 | ) | | $ | (0.63 | ) | | $ | (0.47 | ) |
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| Schedule of Adjustments to Pro Forma Information |
Adjustments for the supplemental pro forma combined results of operations are as follows (in thousands): | | Three Months Ended | | Nine Months Ended | | | September 30, | | September 30, | | | 2013 | | 2012 | | 2013 | | 2012 | | Increase in amortization of intangibles |
$ | (3,779 | ) | |
$ | (5,889 | ) | |
$ | (13,841 | ) | |
$ | (17,667 | ) | | Adjust performance bonus expenses | | 1,597 | | | | (4,391 | ) | | | (5,001 | ) | | | (17,169 | ) | | Adjust expenses related to business combination | | | | | | | | | | | | | | | | | (deal fees, inventory, interest and deferred revenues step-up) | | 3,069 | | | | (1,986 | ) | | | 8,508 | | | | (9,621 | ) | | Adjust taxes related to the adjustments to the supplemental pro forma | | 1,118 | | | | 4,890 | | | | 6,672 | | | | 16,624 | | | | $ | 2,005 | | | $ | (7,376 | ) | | $ | (3,662 | ) | | $ | (27,833 | ) |
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