3D SYSTEMS CORP
For the period ended Dec 31, 2023. Filed Aug 13, 2024.
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FY2023 · Filed Aug 13, 2024
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Report of Independent Registered Public Accounting Firm F-
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Rock Hill, South Carolina
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of 3D Systems Corporation (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated August 13, 2024, expressed an adverse opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue from Collaboration Agreements
As described in Note 5 to the consolidated financial statements, the Company recognizes revenue when control of the promised products or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company recognized revenue of approximately $17 million related to collaboration agreements with customers for the year ended December 31, 2023. The Company’s collaboration agreements may contain multiple performance obligations and may contain fees for licensing, research and development services, contingent milestone payments upon achievement of developmental contractual criteria, and/or royalty fees based on the licensees' product revenue.
We identified revenue recognition for a certain collaboration agreement with a customer (“the agreement”) as a critical audit matter. Management makes significant judgments in estimating variable consideration to determine appropriate revenue recognition for the agreement. Auditing management’s judgments and estimates required significant audit effort and auditor subjectivity.
The primary procedures we performed to address this critical audit matter included:
Testing the design and operating effectiveness of internal controls relating to the estimation of variable consideration and the appropriateness of the inputs and assumptions to the revenue recognition calculations.
Evaluating the reasonableness of management’s judgments and estimates to calculate variable consideration, and the timing of recognizing the related revenue subject to any constraints.
Testing the inputs and assumptions used in the revenue recognition determination.
Testing the mathematical accuracy of the revenue recognition calculations.
Evaluating the appropriateness of the accounting treatment and the associated impact to revenue recognition of an amendment to the agreement.
Confirming relevant terms of the agreement, including the absence of side agreements, directly with the customer.
Stand-Alone Selling Price and Implementation of Accounting Information System
As described in Item 9A. Controls and Procedures, management identified material weaknesses which included ineffective controls relating to the design and implementation of controls over the review of revenue pricing and the implementation of a related accounting information system.
We identified the stand-alone selling price (“SSP”) allocation calculations performed by the newly implemented accounting information system as a critical audit matter. The determination of SSP is a manual process performed outside of the system. Once calculated, SSP information is then uploaded to the newly implemented accounting information system, which utilizes this data to allocate the transaction price for contracts containing more than one performance obligation. Auditing the allocation of SSP required significant auditor effort due to the difficulties and delays involved in obtaining complete and accurate audit evidence required to perform our procedures.
The primary procedures we performed to address this critical audit matter included:
Evaluating the design of internal controls relating to pricing information and SSP determinations.
Evaluating the appropriateness of the system implementation and the calculations performed by it in accordance with the revenue recognition standard.
Testing the completeness and accuracy of data uploaded to the system by: (i) testing the mathematical accuracy of the SSP calculations, and (ii) testing the completeness and accuracy of list price information and the underlying data used in the SSP calculations.
Evaluating the impact of audit findings identified through testing of revenue recognition for the year ended December 31, 2023.
/s/BDO USA, P.C.
We have served as the Company's auditor since 2003.
Charlotte, North Carolina
August 13, 2024
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Rock Hill, South Carolina
Opinion on Internal Control over Financial Reporting
We have audited 3D Systems Corporation’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as “the consolidated financial statements”) and our report dated August 13, 2024, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
As indicated in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Wematter AB “Wematter” which was acquired on July 1, 2023, which is included in the consolidated balance sheet of the Company as of December 31, 2023, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes. Wematter constituted 0.7% of total assets as of December 31, 2023, and 0.0% of revenues for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of Wematter because of the timing of the acquisition which was completed on July 1, 2023. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Wematter.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses regarding management’s failure to design and maintain controls have been identified and described in management’s assessment. The material weaknesses related to:
The revenue process, including the review of contract terms input into the Company’s information systems that support the determination of revenue recognition, the accounting for, and the monitoring of the timing of revenue recognition;
The financial close, accounting, and reporting processes, as specifically related to management’s review of internally prepared reports and analyses in these processes in reviewing certain financial statement disclosures;
Management’s review of the technical accounting treatment for certain technical matters related to certain transactions and financial statement accounts; and,
The maintenance of an effective control environment; specifically, as it relates to: (a) senior management's commitment to the control environment principles, and (b) maintaining sufficient qualified resources with the appropriate level of knowledge, experience, and training necessary to support accounting and financial reporting processes and controls.
These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated August 13, 2024 on those financial statements.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, P.C.
Charlotte, North Carolina
August 13, 2024
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