Acquisitions (Tables) (Solid Concepts Inc. [Member])
|
9 Months Ended |
Sep. 30, 2014
|
Solid Concepts Inc. [Member]
|
|
Acquisitions [Line Items] |
|
Summary of the fair value of the consideration transferred to Solid Concepts stockholders for the Solid Concepts transaction |
The following table summarizes the fair value of the consideration transferred to Solid Concepts stockholders for the Solid Concepts transaction (in thousands):
Issuance of ordinary shares |
|
|
$ |
97,869 |
Cash payments |
|
|
|
40,780 |
|
|
Restricted payment |
|
|
|
3,839 |
|
|
Deferred payments |
|
|
|
44,525 |
Total fair value of consideration transferred |
|
|
$ |
187,013 |
|
|
|
Schedule of allocation of the purchase price to assets acquired and liabilities assumed |
The allocation of the purchase price to assets acquired and liabilities assumed is as follows (in thousands):
|
|
|
|
Allocation of
Purchase Price |
|
|
Cash and cash equivalents |
|
|
$ |
3,225 |
|
Accounts receivable, net |
|
|
|
8,793 |
|
|
Inventories |
|
|
|
2,391 |
|
|
Other assets |
|
|
|
1,506 |
|
|
Property, plant and equipment |
|
|
|
14,975 |
|
|
Other intangible assets |
|
|
|
37,606 |
|
|
Goodwill |
|
|
|
126,372 |
|
Total assets acquired |
|
|
|
194,868 |
|
|
Accounts payable |
|
|
|
3,055 |
|
|
Accrued expenses and other current liabilities |
|
|
|
4,281 |
|
Total liabilities assumed |
|
|
|
7,336 |
|
Non controlling interest |
|
|
|
519 |
|
|
Net assets acquired |
|
|
$ |
187,013 |
|
|
Schedule of allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of the 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):
|
|
|
Amount |
|
|
Weighted Average
Life - Years |
|
Customer relationships - additive manufacturing |
|
|
|
21,578 |
|
|
|
|
6.5 |
|
|
Customer relationships - traditional |
|
|
|
14,899 |
|
|
|
|
6.5 |
|
Total |
|
|
$ |
36,477 |
|
|
|
|
|
|
|
|
Schedule of supplemental pro forma combined results of operations |
|
|
Three months ended |
|
Nine months ended |
|
|
|
|
|
|
|
September 30, |
|
September 30, |
|
|
|
|
|
|
|
2014 |
|
2013 |
|
2014 |
|
2013 |
|
|
|
|
|
Net sales |
|
$ |
205,356 |
|
|
$ |
142,010 |
|
|
$ |
568,274 |
|
|
$ |
375,985 |
|
|
Net loss attributable to Stratasys Ltd. |
|
|
(18,203 |
) |
|
|
(12,347 |
) |
|
|
(15,590 |
) |
|
|
(56,459 |
) |
|
Net loss per ordinary share attributable to Stratasys Ltd.- basic and diluted |
|
$ |
(0.36 |
) |
|
$ |
(0.29 |
) |
|
$ |
(0.31 |
) |
|
$ |
(1.39 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
September 30, 2013 |
|
|
Nine months ended
September 30, 2013 |
|
Net sales |
|
|
$ |
131,170 |
|
|
|
$ |
363,161 |
|
|
Net loss attributable to Stratasys Ltd. |
|
|
|
(6,108 |
) |
|
|
|
(27,165 |
) |
Net loss per ordinary share attributable to Stratasys Ltd.- basic and diluted |
|
|
$ |
(0.14 |
) |
|
|
$ |
(0.63 |
) |
|
|
Schedule of adjustments for the supplemental pro forma combined results of operations |
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|
|
|
|
2014 |
|
|
|
2013 |
|
|
|
2014 |
|
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental pro forma combined results of operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments due to amortization of intangibles |
|
|
$ |
69 |
|
|
$ |
1,612 |
|
|
$ |
2,893 |
|
|
$ |
4,835 |
|
Adjsutments due to retention bonuses |
|
|
|
(3,993 |
) |
|
|
9,986 |
|
|
|
5,086 |
|
|
|
29,959 |
|
Adjustments due to expenses related to business combination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(deal fees and other integration expenses) |
|
|
|
(21,362 |
) |
|
|
(220 |
) |
|
|
(26,327 |
) |
|
|
19,369 |
|
Adjustments due to financial expenses related to Solid Concept's debts |
|
|
|
(182) |
|
|
|
(79 |
) |
|
|
(406 |
) |
|
|
(254 |
) |
Taxes related adjustments to the supplemental pro forma |
|
|
|
8,883 |
|
|
|
(4,320 |
) |
|
|
5,519 |
|
|
|
(20,382 |
) |
|
|
|
$ |
(16,585) |
|
|
$ |
6,979 |
|
|
$ |
(13,235 |
) |
|
$ |
33,527 |
|
|
|
|
Three months ended
September 30, 2013 |
|
|
Nine months ended
September 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in amortization of intangibles |
|
|
$ |
(3,779 |
) |
|
|
$ |
(13,841 |
) |
Adjust performance bonus expenses |
|
|
|
1,597 |
|
|
|
|
(5,001 |
) |
|
Adjust expenses related to business combination |
|
|
|
|
|
|
|
|
|
|
(deal fees, inventory, interest and deferred revenues step-up) |
|
|
|
3,069 |
|
|
|
|
8,508 |
|
|
Adjust taxes related to the adjustments to the supplemental pro forma |
|
|
|
1,118 |
|
|
|
|
6,672 |
|
|
|
|
$ |
2,005 |
|
|
|
$ |
(3,662 |
) |
|
|