Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS (Tables)

v3.22.1
ACQUISITIONS (Tables)
3 Months Ended
Mar. 31, 2022
Business Acquisition [Line Items]  
Schedule of proforma financial information is based on the historical financial statements

The following unaudited pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisitions of EnvisionTEC, Adaptive 3D, Aerosint, Dental Arts Labs, A.I.D.R.O., Brewer Dental, May Dental, and ExOne had occurred on January 1, 2020 (in thousands):

Year Ended December 31,

2021

    

2020

(unaudited)

(unaudited)

Net revenues

$

207,688

$

164,947

Net income (loss)

$

(273,319)

$

(138,346)

Acquisition of EnvisionTEC  
Business Acquisition [Line Items]  
Schedule of acquisition date fair value of the consideration transferred

The acquisition date fair value of the consideration transferred is as follows (in thousands):

Total Acquisition Date Fair Value

Cash consideration

$

143,795

Equity consideration

159,847

Total consideration transferred

$

303,642

Schedule of estimated fair values of assets acquired and liabilities assumed

The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

At February 16, 2021

Assets acquired:

Cash and cash equivalents

$

859

Restricted cash

5,004

Accounts receivable

2,982

Inventory

7,668

Prepaid expenses and other current assets

1,081

Restricted cash - noncurrent

285

Property and equipment

1,540

Intangible assets

137,300

Other noncurrent assets

1,801

Total assets acquired

$

158,520

Liabilities assumed:

Accounts payable

$

1,442

Customer deposits

2,460

Current portion of lease liability

605

Accrued expenses and other current liabilities

13,706

Liability for income taxes

480

Deferred revenue

492

Current portion of long-term debt

898

Long-term debt

285

Deferred tax liability

29,009

Lease liability, net of current portion

1,189

Total liabilities assumed

$

50,566

Net assets acquired

$

107,954

Goodwill

$

195,688

Total net assets acquired

$

303,642

Schedule of estimated useful life of identifiable intangible assets acquired

Gross Value

Estimated Life

Acquired technology

$

77,800

7 – 14 years

Trade name

8,600

14 years

Customer relationships

50,900

12 years

Total intangible assets

$

137,300

Adaptive 3D Technologies Inc  
Business Acquisition [Line Items]  
Schedule of acquisition date fair value of the consideration transferred

The acquisition date fair value of the consideration transferred is as follows (in thousands):

Total Acquisition Date Fair Value

Cash consideration

$

24,083

Equity consideration

37,693

Total consideration transferred

$

61,776

Schedule of estimated fair values of assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

At May 7, 2021

Assets acquired:

Cash and cash equivalents

$

2,852

Accounts receivable

504

Inventory

305

Prepaid expenses and other current assets

462

Property and equipment

558

Intangible assets

27,300

Other noncurrent assets

654

Total assets acquired

$

32,635

Liabilities assumed:

Accounts payable

$

280

Current portion of lease liability

151

Accrued expenses and other current liabilities

100

PPP loan payable

311

Deferred revenue

12

Lease liability, net of current portion

502

Deferred tax liability

4,616

Total liabilities assumed

$

5,972

Net assets acquired

$

26,663

Goodwill

$

35,113

Total net assets acquired

$

61,776

Schedule of estimated useful life of identifiable intangible assets acquired

Gross Value

Estimated Life

Acquired technology

$

27,000

14 years

Trade name

300

5 years

Total intangible assets

$

27,300

Aerosint  
Business Acquisition [Line Items]  
Schedule of acquisition date fair value of the consideration transferred

The acquisition date fair value of the consideration transferred is as follows (in thousands):

Total Acquisition Date Fair Value

Cash consideration

$

6,220

Equity consideration

11,448

Contingent consideration

6,083

Total consideration transferred

$

23,751

Schedule of estimated fair values of assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

At June 24, 2021

Assets acquired:

Cash and cash equivalents

$

419

Accounts receivable

34

Inventory

166

Prepaid expenses and other current assets

697

Property and equipment

369

Intangible assets

11,726

Other noncurrent assets

336

Total assets acquired

$

13,747

Liabilities assumed:

Accounts payable

$

58

Customer deposits

283

Current portion of lease liability

100

Accrued expenses and other current liabilities

169

Deferred revenue

810

Lease liability, net of current portion

226

Deferred tax liability

2,931

Total liabilities assumed

$

4,577

Net assets acquired

$

9,170

Goodwill

$

14,581

Total net assets acquired

$

23,751

Schedule of estimated useful life of identifiable intangible assets acquired

Gross Value

Estimated Life

Acquired technology

$

11,547

11.5 years

Trade name

179

4.5 years

Total intangible assets

$

11,726

Dental Arts Labs  
Business Acquisition [Line Items]  
Schedule of acquisition date fair value of the consideration transferred

The acquisition date fair value of the consideration transferred is as follows (in thousands):

Total Acquisition Date Fair Value

Cash consideration

$

26,042

Total consideration transferred

$

26,042

Schedule of estimated fair values of assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

At July 30, 2021

Assets acquired:

Cash and cash equivalents

$

858

Accounts receivable

3,707

Inventory

2,438

Prepaid expenses and other current assets

3,853

Property and equipment

8,643

Intangible assets

5,000

Other noncurrent assets

4,636

Total assets acquired

$

29,135

Liabilities assumed:

Accounts payable

$

1,949

Current portion of lease liability

535

Accrued expenses and other current liabilities

1,795

Current portion of long‑term debt

3,888

Long‑term debt

3

Lease liability, net of current portion

3,762

Total liabilities assumed

$

11,932

Net assets acquired

$

17,203

Goodwill

$

8,839

Total net assets acquired

$

26,042

Schedule of estimated useful life of identifiable intangible assets acquired

Gross Value

Estimated Life

Trade name

$

1,300

8.5 years

Customer relationships

3,700

9.5 years

Total intangible assets

$

5,000

AIDRO  
Business Acquisition [Line Items]  
Schedule of acquisition date fair value of the consideration transferred

The acquisition date fair value of the consideration transferred is as follows (in thousands):

Total Acquisition Date Fair Value

Cash consideration

$

5,683

Total consideration transferred

$

5,683

Schedule of estimated fair values of assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

At September 7, 2021

Assets acquired:

Cash and cash equivalents

$

855

Accounts receivable

966

Inventory

906

Prepaid expenses and other current assets

412

Property and equipment

691

Intangible assets

1,080

Other noncurrent assets

1,100

Total assets acquired

$

6,010

Liabilities assumed:

Accounts payable

$

1,307

Current portion of lease liability

72

Accrued expenses and other current liabilities

508

Current portion of long-term debt, net of deferred financing costs

138

Long‑term debt

764

Lease liability, net of current portion

750

Deferred tax liability

75

Other noncurrent liabilities

228

Total liabilities assumed

$

3,842

Net assets acquired

$

2,168

Goodwill

$

3,515

Total net assets acquired

$

5,683

Schedule of estimated useful life of identifiable intangible assets acquired

Gross Value

Estimated Life

Trade name

142

4 years

Customer relationships

938

15 years

Total intangible assets

$

1,080

Larry Brewer Dental Lab, Inc  
Business Acquisition [Line Items]  
Schedule of acquisition date fair value of the consideration transferred

The acquisition date fair value of the consideration transferred is as follows (in thousands):

Total Acquisition Date Fair Value

Cash consideration

$

7,613

Total consideration transferred

$

7,613

Schedule of estimated fair values of assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

At October 14, 2021

Assets acquired:

Cash and cash equivalents

$

1,574

Accounts receivable

524

Inventory

226

Property and equipment

375

Intangible assets

2,630

Other noncurrent assets

706

Total assets acquired

$

6,035

Liabilities assumed:

Accounts payable

$

34

Current portion of lease liability

87

Accrued expenses and other current liabilities

145

Lease liability, net of current portion

619

Total liabilities assumed

$

885

Net assets acquired

$

5,150

Goodwill

$

2,463

Total net assets acquired

$

7,613

Schedule of estimated useful life of identifiable intangible assets acquired

The estimated useful lives of the identifiable intangible assets acquired is as follows:

Gross Value

Estimated Life

Trade name

230

8 years

Customer relationships

2,400

8 years

Total intangible assets

$

2,630

May Dental Lab, Inc.  
Business Acquisition [Line Items]  
Schedule of acquisition date fair value of the consideration transferred

The acquisition date fair value of the consideration transferred is as follows (in thousands):

Total Acquisition Date Fair Value

Cash consideration

$

12,522

Total consideration transferred

$

12,522

Schedule of estimated fair values of assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

At October 29, 2021

Assets acquired:

Cash and cash equivalents

$

230

Accounts receivable

677

Inventory

343

Prepaid expenses and other current assets

98

Property and equipment

495

Intangible assets

4,340

Other noncurrent assets

1,416

Total assets acquired

$

7,599

Liabilities assumed:

Accounts payable

$

209

Current portion of lease liability

201

Accrued expenses and other current liabilities

255

Lease liability, net of current portion

1,216

Total liabilities assumed

$

1,881

Net assets acquired

$

5,718

Goodwill

$

6,804

Total net assets acquired

$

12,522

Schedule of estimated useful life of identifiable intangible assets acquired

Gross Value

Estimated Life

Trade name

3,900

9 years

Customer relationships

440

10 years

Total intangible assets

$

4,340

ExOne Company  
Business Acquisition [Line Items]  
Schedule of acquisition date fair value of the consideration transferred

The acquisition date fair value of the consideration transferred is as follows (in thousands):

Total Acquisition Date Fair Value

Cash consideration

$

201,399

Equity consideration

411,603

Total consideration transferred

$

613,002

Schedule of estimated fair values of assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

At November 12, 2021

Assets acquired:

Cash and cash equivalents

$

119,068

Restricted cash - current

3,007

Accounts receivable

13,639

Inventory

27,200

Prepaid expenses and other current assets

5,165

Property and equipment

33,991

Intangible assets

82,100

Other noncurrent assets

2,734

Total assets acquired

$

286,904

Liabilities assumed:

Accounts payable

$

5,830

Accrued expenses and other current liabilities

11,025

Current portion of deferred revenue

15,331

Customer deposits

10,168

Current portion of operating lease liability

1,919

Deferred tax liability

3,465

Lease liability, net of current portion

332

Deferred revenue, net of current portion

147

Other noncurrent liabilities

321

Total liabilities assumed

$

48,538

Net assets acquired

$

238,366

Goodwill

$

374,636

Total net assets acquired

$

613,002

Schedule of estimated useful life of identifiable intangible assets acquired

Gross Value

Estimated Life

Developed Technology

72,900

8 years

Trade name

1,300

4 years

Customer relationships

7,900

12 years

Total intangible assets

$

82,100