|
Acquisitions (Tables)
|
12 Months Ended |
|
Dec. 31, 2014
|
| Solid Concepts Inc [Member] |
|
| 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:
|
|
|
|
U.S. $ in thousands |
|
| Issuance of ordinary shares |
|
|
$ |
97,869 |
|
| Cash paid upon closing |
|
|
|
40,130 |
|
| Holdback amount |
|
|
|
3,839 |
|
| Deferred payments |
|
|
|
43,576 |
|
| Total fair value of consideration transferred |
|
|
$ |
185,414 |
|
|
| 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:
|
|
|
Allocation of Purchase Price |
|
|
|
(U.S. $ in thousands) |
| Cash and cash equivalents |
|
$ |
3,225 |
| Accounts receivable |
|
|
7,995 |
| Inventories |
|
|
2,391 |
| Other assets |
|
|
2,962 |
| Property, plant and equipment |
|
|
15,203 |
| Other intangible assets |
|
|
37,606 |
| Goodwill |
|
|
124,239 |
| Total assets acquired |
|
|
193,621 |
| Accounts payable |
|
|
3,055 |
| Accrued expenses and other current liabilities |
|
|
4,633 |
| Total liabilities assumed |
|
|
7,688 |
| Non controlling interest |
|
|
519 |
| Net assets acquired |
|
$ |
185,414 |
|
| Schedule of supplemental pro forma combined results of operations |
Unaudited supplemental pro forma combined results of operations:
|
|
Year ended December 31, |
|
|
2014 |
|
2013 |
|
|
(U.S. $ in thousands, except per share data) |
| Net sales |
$ |
785,385 |
$ |
546,355 |
| Net loss attributable to Stratasys Ltd. |
|
(106,924) |
|
(36,259) |
| Net loss per ordinary share attributable to Stratasys Ltd.- basic and diluted |
$ |
(2.12) |
$ |
(0.84) |
|
| Schedule of adjustments for the supplemental pro forma combined results of operations |
Adjustments for the unaudited supplemental pro forma combined results of operations are as follows:
|
|
Year ended December 31, |
|
|
2014 |
|
2013 |
|
|
(U.S. $ in thousands) |
| Adjustments due to amortization of intangibles |
$ |
2,261 |
$ |
6,446 |
| Adjustments due to retention bonuses |
|
(266) |
|
27,982 |
| Adjustments due to expenses related to business combination |
|
(26,012) |
|
(20,697) |
| Adjustments due to financial expenses related to Solid Concepts debts |
|
(406) |
|
(440) |
| Taxes related adjustments to the supplemental pro forma |
|
10,513 |
|
(755) |
| |
$ |
(13,910) |
$ |
12,536 |
|
| MakerBot [Member] |
|
| Schedule of Total Purchase Price |
The total consideration transferred to effect the MakerBot transaction is as follows:
|
|
|
U.S. $ in thousands
|
|
Issuance of 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 the Company options
|
|
|
7,198 |
|
Earn-out at estimated fair value
|
|
|
28,270 |
|
Total consideration
|
|
$ |
493,650 |
|
| 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 |
|
|
| 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 was as follows:
|
Allocation of
|
|
Purchase Price
|
|
U.S. $ in thousands
|
|
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
|
|
372,008 |
|
Intangible assets
|
|
168,386 |
|
Other non-current assets
|
|
7,068 |
|
Total assets acquired
|
|
573,604 |
|
Accounts payable & other liabilities
|
|
6,581 |
|
Unearned revenue
|
|
4,075 |
|
Deferred tax liabilities
|
|
69,120 |
|
Other non-current liabilities
|
|
178 |
|
Total liabilities assumed
|
|
79,954 |
|
Net assets acquired
|
$ |
493,650 |
|
| 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:
|
|
|
|
|
U.S. $ in thousands
|
|
Weighted Average
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 |
|
|
|
| Schedule of supplemental pro forma combined results of operations |
Unaudited supplemental pro forma combined results of operations:
|
Year ended December 31, |
|
2013 |
|
2012 |
|
|
|
|
|
|
|
|
|
(U.S. $ in thousands, except per share data) |
|
|
|
|
|
|
|
|
| Net sales |
$ |
518,714 |
|
|
$ |
230,052 |
|
| Net loss attributable to Stratasys Ltd. |
|
(23,928 |
) |
|
|
(30,211 |
) |
| Net loss per ordinary share attributable to Stratasys Ltd.- basic |
|
(0.54 |
) |
|
|
(0.74 |
) |
| Net loss per ordinary share attributable to Stratasys Ltd.- diluted |
$ |
(0.54 |
) |
|
$ |
(0.78 |
) |
|
| Schedule of Adjustments to Supplemental Pro Forma Results of Operations |
Adjustments for the unaudited supplemental pro forma combined results of operations are as follows:
|
Year ended December 31, |
|
2013 |
|
2012 |
|
|
|
|
|
|
|
|
|
(U.S. $ in thousands)
|
|
|
|
|
|
|
|
|
| Increase in amortization of intangibles |
$ |
14,139 |
|
|
$ |
23,556 |
|
| Adjust performance bonus expenses |
|
(163 |
) |
|
|
19,836 |
|
| Adjust expenses related to business combination (deal fees, inventory and deferred revenues step-up and earn-out revaluation ) |
|
(11,301 |
) |
|
|
11,272 |
|
| Taxes related adjustments to the supplemental pro forma |
|
(4,239 |
) |
|
|
(20,226 |
) |
|
$ |
(1,564 |
) |
|
$ |
34,438 |
|
|
| Schedule of Results of Operations in Merger |
|
Actual MakerBot results of operations included in the Consolidated Results of Operations:
|
|
|
|
Year ended
December 31, 2013
|
|
|
(U.S. $ in thousands)
|
| |
|
|
|
|
Net sales
|
$ |
35,603 |
|
|
Loss attributable to MakerBot
|
$ |
(5,306 |
) |
|
| Objet Ltd [Member] |
|
| Schedule of Total Purchase Price |
Under these accounting standards, Stratasys, Inc.'s total purchase price is calculated as if Stratasys, Inc. had issued its shares to Objet's shareholders and converted options to purchase Objet's ordinary shares to options to purchase Stratasys, Inc. common stock, as follows:
|
|
|
U.S. $ in millions
|
|
|
|
Number of shares of Objet ordinary shares outstanding on December 1, 2012
|
|
15.4 |
|
Exchange ratio
|
|
1.0 |
|
Stratasys, Inc. shares deemed (for accounting purposes only) issued to Objet shareholders
|
|
15.4 |
|
Total fair value of stock consideration
|
$ |
1,158.0 |
|
Fair value of deemed (for accounting purposes only) conversion of Objet equity awards
|
|
183.0 |
|
Fair value of non-controlling interest
|
|
0.3 |
|
Total purchase price
|
$ |
1,341.3 |
|
| 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
|
|
(U.S. $ in thousands)
|
|
Cash and cash equivalents
|
$ |
41,524 |
|
Restricted cash
|
|
845 |
|
Short-term bank deposit
|
|
30,062 |
|
Accounts receivable - Trade
|
|
23,633 |
|
Accounts receivable - Other
|
|
12,477 |
|
Prepaid expenses
|
|
1,011 |
|
Inventories
|
|
40,364 |
|
Deferred tax assets
|
|
1,755 |
|
Property, plant and equipment
|
|
15,475 |
|
Goodwill
|
|
797,063 |
|
Intangible assets
|
|
490,176 |
|
Other non-current assets
|
|
2,539 |
|
Total assets acquired
|
|
1,456,924 |
|
Accounts payable & other liabilities
|
|
49,876 |
|
Unearned revenue
|
|
8,674 |
|
Deferred tax liabilities
|
|
51,003 |
|
Other non-current liabilities
|
|
6,474 |
|
Total liabilities assumed
|
|
116,027 |
|
Total purchase price
|
$ |
1,340,897 |
|
| 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:
|
|
|
|
Weighted Average
|
|
U.S. $ in thousands
|
|
Life (Years)
|
|
Developed technology
|
$ |
374,126 |
|
9.6 |
|
Customer relationships
|
|
72,679 |
|
10 |
|
Trade name
|
|
15,291 |
|
9 |
|
IPR&D
|
|
28,080 |
|
Indefinite |
|
Total intangible assets
|
$ |
490,176 |
|
|
|
| Schedule of supplemental pro forma combined results of operations |
Unaudited supplemental pro forma combined results of operations:
|
Year ended
|
|
December 31, 2012
|
|
(U.S. $ in thousands, except
per share data)
|
|
Net sales
|
$ |
359,054 |
|
|
Loss attributable to Stratasys Ltd.
|
|
(21,577 |
) |
|
Loss per ordinary share attributable to Stratasys Ltd. - basic and diluted
|
$ |
(0.58 |
) |
|
| Schedule of Adjustments to Supplemental Pro Forma Results of Operations |
Adjustments for the unaudited supplemental pro forma combined results of operations are as follows:
|
|
|
|
|
|
|
Year ended
December 31, 2012
|
| |
(U.S. $ in thousands)
|
|
Stock-based compensation related to business combination
|
$ |
22,642 |
|
Increase in amortization of intangibles
|
|
44,239 |
|
Adjust expenses related to business combination
|
|
|
|
(deal fees, inventory step-up, backlog, deferred revenues,
|
|
|
|
stock-based compensation accelerations)
|
|
(28,850) |
|
Adjust taxes related to the adjustments to the supplemental pro forma
|
|
(2,899) |
| |
$ |
35,132 |
|
| Schedule of Results of Operations in Merger |
Actual Objet results of operations included in the Consolidated Results of Operations:
|
|
|
|
Year ended
December 31, 2012
|
|
(U.S. $ in thousands)
|
|
Net sales
|
$ |
19,098 |
|
Loss attributable to Objet
|
$ |
(4,626) |
|