3D SYSTEMS CORP
For the period ended Dec 31, 2024. Filed Mar 27, 2025.
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FY2024 · Filed Mar 27, 2025
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Report of Independent Registered Public Accounting Firm F-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of 3D Systems Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of 3D Systems Corporation and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also 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, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 26, 2025, expressed an adverse opinion on the Company’s internal control over financial reporting because of material weaknesses.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements 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 the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit 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 financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides 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 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 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 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 - Unobservable Stand-Alone Selling Price Determination — Refer to Note 5 to the financial statements
The Company enters into contracts that include various combinations of products and services that are accounted for as separate performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation in a contract. In instances where the SSP is not directly observable, such as when the product or service is not sold separately, the SSP is determined using information that may include market conditions, expected cost plus margin, and other observable inputs.
We identified the Company's judgments to determine the unobservable SSP for each distinct performance obligation in a contract as a critical audit matter. The determination of unobservable SSPs is complex. Additionally, performing audit procedures to evaluate SSPs required a high degree of auditor judgment and an increased extent of effort.
Our audit procedures related to unobservable stand-alone selling prices included the following, among others:
We evaluated the reasonableness of management’s methodology for determining SSP.
We tested the completeness and accuracy of data used in the SSP calculations and the mathematical accuracy of the SSP calculations.
We tested a sample of the Company’s standalone selling prices and evaluated the reasonableness of the Company’s estimates based on the Company’s available pricing and discounting information.
Revenue from Collaboration Agreements – Refer to Note 5 to the financial statements
The Company enters into collaboration agreements which provide opportunities to earn milestone payments based upon the achievement of agreed-upon contract objectives. In accordance with ASC 606, to recognize revenue associated with a collaboration agreement, management is required to perform an assessment to conclude that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur as a result of including one or more milestone payments in the arrangement's transaction price, including when any uncertainty associated with the achievement of such milestones is ultimately resolved.
We identified the Company's accounting for collaboration agreements as a critical audit matter. Auditing collaboration agreements required an increased extent of effort and a high degree of auditor judgment due to the complexity of the arrangements and the judgments required to assess the probability of achievement of the milestones.
Our audit procedures related to the revenue from collaboration agreements included the following, among others:
We inspected the collaboration agreements, inclusive of the milestone billing requirements.
We evaluated the accounting treatment for the collaboration agreements.
We evaluated the probability of achievement of the contractual milestone payments, inclusive of making inquiries of engineering specialists and the Company’s collaboration partner.
We tested the inputs to and mathematical accuracy of the revenue recognition calculations.
Goodwill, Intangible Assets and Long-Lived Assets Impairment Charges — Refer to Notes 2, 7, 8 and 9 to the financial statements
The Company has goodwill associated with its Healthcare Solutions reporting unit. The Company tests goodwill for impairment annually as of November 1, or between annual tests if an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Additionally, the Company reviews intangible assets and long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable.
As of September 30, 2024, the Company concluded that, based on reported losses and negative cash flows for both current and historical reporting periods, combined with the significant decline in the Company's stock price, there was an indication that goodwill, intangible assets and long-lived assets were impaired. As a result, an interim impairment test was performed, and the Company recorded impairments of $101.4 million to goodwill, and $31.2 million, $5.9 million, and $5.2 million (representing the allocation of the aggregate impairment charge of $42.3 million) to intangible assets, property and equipment, and right-of-use assets, respectively. In performing its goodwill test for impairment, the Company applied a weighting to a discounted cash flow method and a market approach to estimate fair value. In performing their impairment test for intangible assets and long-lived assets, the Company utilized projections of future cash flows, and then applied discount rates as well as the use of comparable market information to estimate fair value. In applying the valuation approaches, management is required to make certain assumptions, including long-term revenue and expense forecasts, profit margins, discount rates, and terminal growth rates, certain of which involve unobservable inputs.
We identified the impairment evaluation for goodwill, intangible assets, and long-lived assets as a critical audit matter due to the judgments required of management in estimating projections of future cash flows, the selection of appropriate discount rates, and the determination of the comparable market information. Further, auditing the impairment evaluation required auditor judgment and significant effort, including the involvement of our fair value specialists.
Our audit procedures related to goodwill, intangible assets, and long-lived assets impairments included the following, among others:
We assessed the reasonableness of management's forecasted cash flows by comparing the projections to historical results, external communications, and certain industry and market trends.
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation assumptions including the discount rates, terminal growth rates, and earnings multiples and developed a range of independent estimates and compared those to the valuation assumptions selected by management.
We tested the determination of the carrying value for the asset group and the Healthcare reporting unit, including the allocation of the asset group’s impairment to individual long-lived assets.
We tested the source information underlying the determination of the valuation assumptions as well as the mathematical accuracy of the calculation.
/s/ Deloitte & Touche LLP
March 26, 2025
We have served as the Company’s auditor since 2024.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of 3D Systems Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of 3D Systems Corporation and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 26, 2025, expressed an unqualified opinion on those financial statements.
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 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 the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit 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, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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.
Material Weaknesses
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. The following material weaknesses have been identified and included in management's assessment:
Management did not maintain an effective control environment based on the criteria established in Internal Control — Integrated Framework (2013) issued by COSO and identified deficiencies in the principles associated with the Control Environment component that constitute material weaknesses, either individually or in the aggregate. Management failed to maintain sufficient qualified resources with the appropriate level of knowledge, experience, and training necessary to support accounting and financial reporting processes and controls. This material weakness in the Control Environment component contributed to the following control activity material weaknesses:
Management did not design and maintain adequate controls within the revenue process that resulted in material weaknesses, either individually or in aggregate. Contract terms, pricing, standalone selling price models, and determination of timing of revenue recognition were not adequately reviewed prior to entry in the Company’s information systems. In addition, management did not effectively implement an accounting system that appropriately captures the allocation of their transaction price to the performance obligations to support revenue accounting.
Management did not design and maintain adequate controls over certain assumptions used in the valuation of indefinite-lived intangible assets, goodwill and other long-lived assets related to an impairment charge, that resulted in material weaknesses, either individually or in aggregate.
Management did not design and maintain adequate controls within the financial close and reporting process that resulted in material weaknesses, either individually or in aggregate. Management did not maintain comprehensive formal accounting policies. Management also did not maintain controls over manual journal entries, balance sheet account reconciliations, and financial statement disclosures.
Management did not design and maintain adequate controls over the accounting treatment for certain technical matters, including controls related to complex and/or non-routine transactions and arrangements, that resulted in material weaknesses, either individually or in aggregate.
These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.
/s/Deloitte & Touche LLP
March 26, 2025
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
3D Systems Corporation
Rock Hill, South Carolina
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of 3D Systems Corporation (the “Company”) as of December 31, 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the years ended December 31, 2023 and 2022, 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 the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.
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 Public Company Accounting Oversight Board (United States) (“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.
/s/ BDO USA, P.C.
We served as the Company's auditor from 2003 to 2024.
August 13, 2024, except for Note 21, as to which the date is March 26, 2025.
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