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Factors that could cause such actual results or experiences to differ from results discussed in the forward-looking statements include, but are not limited to: the adverse effect from a decline in the securities markets; a decline in the performance of the Company’s products; changes in interest rates; changes in national and local economic and political conditions, including the effects of implementation of the Budget Control Act of 2011 and the American Taxpayer Relief Act of 2012 and the continuing economic uncertainty in various parts of the world; changes in government policy and regulation, including monetary policy; changes in the Company’s ability to attract or retain key employees; unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations; and other risks identified from time-to-time in the Company’s other public documents on file with the U. S. Securities and Exchange Commission (“SEC”), including those discussed below in Item 1A. |
Acquisitions involve certain risks and uncertainties, including, among others, the following: •Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; •The risk that significant unanticipated costs or other problems associated with integration may be encountered; •The challenges in achieving strategic objectives, cost savings and other anticipated benefits; •The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; •The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; •The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses; •The difficulty in maintaining controls, procedures and policies during the transition and integration; •The potential loss of key employees of the acquired businesses; •The risk of diverting management attention from our existing operations; •Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds; •The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; •The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all; •The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; •The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and •The risk that historical financial information may not be representative or indicative of our results as a combined company. |
While most of our operations outside the U.S. are conducted in highly developed countries, our operations could be adversely affected by, among others, the following: •Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; •Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; •Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; •Fluctuations in currency exchange rates; •Limited protection for the enforcement of contract and intellectual property rights in some countries; •Difficulties in staffing and managing foreign operations; •Operating in countries with a higher incidence of corruption and fraudulent business practices; •Effects of the implementation of the U.K.’s departure from the European Union, known as Brexit; •Potentially adverse changes in taxation; •The impact of public health epidemics on employees and the global economy; and •Other factors, depending upon the specific country in which we conduct business. |
While most of our operations outside the U.S. are conducted in highly developed countries, our operations could be adversely affected by, among others, the following: •Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; •Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; •Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; •Fluctuations in currency exchange rates; •Limited protection for the enforcement of contract and intellectual property rights in some countries; •Difficulties in staffing and managing foreign operations; •Operating in countries with a higher incidence of corruption and fraudulent business practices; •Effects of the implementation of the U.K.’s departure from the European Union, known as Brexit; •Potentially adverse changes in taxation; •The impact of public health epidemics on employees and the global economy, such as the coronavirus currently impacting China and elsewhere; and •Other factors, depending upon the specific country in which we conduct business. |
Acquisitions involve certain risks and uncertainties, including, among others, the following: •Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; •The risk that significant unanticipated costs or other problems associated with integration may be encountered; •The challenges in achieving strategic objectives, cost savings and other anticipated benefits; •The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; •The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; •The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses; •The difficulty in maintaining controls, procedures and policies during the transition and integration; •The potential loss of key employees of the acquired businesses; •The risk of diverting management attention from our existing operations; •Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds; •The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; •The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all; •The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; •The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and •The risk that historical financial information may not be representative or indicative of our results as a combined company. |
While most of our operations outside the U.S. are conducted in highly developed countries, our operations could be adversely affected by, among others, the following: • Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; • Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; • Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; • Fluctuations in currency exchange rates; • Limited protection for the enforcement of contract and intellectual property rights in some countries; • Difficulties in staffing and managing foreign operations; • Operating in countries with a higher incidence of corruption and fraudulent business practices; • Potentially adverse changes in taxation; and • Other factors, depending upon the specific country in which we conduct business. |
Acquisitions involve certain risks and uncertainties, including, among others, the following: • Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; • The risk that significant unanticipated costs or other problems associated with integration may be encountered; • The challenges in achieving strategic objectives, cost savings and other anticipated benefits; • The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; • The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; • The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses; • The difficulty in maintaining controls, procedures and policies during the transition and integration; • The potential loss of key employees of the acquired businesses; • The risk of diverting management attention from our existing operations; • Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds; • The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; • The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all; • The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; • The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and • The risk that historical financial information may not be representative or indicative of our results as a combined company. |
The following table provides a reconciliation of the changes in the projected benefit obligation for the years ended December 31, 2018 and 2017: The following table provides a reconciliation of the amounts recognized in “Accumulated other comprehensive income (loss)” in accordance with ASC 715, “Compensation - Retirement Benefits” for the years ended December 31, 2018 and 2017: The Company has recognized the following amounts in the Consolidated Balance Sheets at December 31, 2018 and 2017: The following projected benefit obligation and accumulated benefit obligation were estimated as of December 31, 2018 and 2017: F- 24 The following table shows the components of net periodic benefit costs and other amounts recognized in Other Comprehensive Income (Loss): The following assumptions are used to determine benefit obligations as of December 31: The following benefit payments, including expected future service cost, are expected to be paid: Note 17 Computation of Net Loss per Share The Company computes basic loss per share using net loss attributable to 3D Systems Corporation and the weighted average number of common shares outstanding during the applicable period. |
Acquisitions involve certain risks and uncertainties, including, among others, the following: · Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; · The risk that significant unanticipated costs or other problems associated with integration may be encountered; · The challenges in achieving strategic objectives, cost savings and other anticipated benefits; · The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; · The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; · The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses; · The difficulty in maintaining controls, procedures and policies during the transition and integration; · The potential loss of key employees of the acquired businesses; · The risk of diverting management attention from our existing operations; · Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds; · The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; · The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all; · The risk of incurring significant goodwill and other intangible asset impairment charges; · The risk of incurring significant exit costs if products or services are unsuccessful; · The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; · The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and · The risk that historical financial information may not be representative or indicative of our results as a combined company. |
While most of our operations outside the U.S. are conducted in highly developed countries, our operations could be adversely affected by, among others, the following: · Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; · Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; · Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; · Fluctuations in currency exchange rates; · Limited protection for the enforcement of contract and intellectual property rights in some countries; · Difficulties in staffing and managing foreign operations; · Operating in countries with a higher incidence of corruption and fraudulent business practices; · Potentially adverse changes in taxation; and · Other factors, depending upon the specific country in which we conduct business. |
Signature Title Date /s/ VYOMESH I. JOSHI Vyomesh I. Joshi Chief Executive Officer, President and Director (principal executive officer) March 14, 2018 /s/ JOHN N. MCMULLEN Executive Vice President and Chief Financial Officer March 14, 2018 John N. McMullen (principal financial and accounting officer) /s/ CHARLES W. HULL Executive Vice President, Chief Technology March 14, 2018 Charles W. Hull Officer and Director /s/ G. WALTER LOEWENBAUM, II Chairman of the Board of Directors March 14, 2018 G. Walter Loewenbaum, II /s/ JIM D. KEVER Director March 14, 2018 Jim D. Kever /s/ KEVIN S. MOORE Director March 14, 2018 Kevin S. Moore /s/ CHARLES G. MCCLURE, JR Director March 14, 2018 Charles G. McClure, Jr. /s/ WILLIAM E. CURRAN Director March 14, 2018 William E. Curran /s/ JOHN J. TRACY Director March 14, 2018 Dr. John J. Tracy /s/ WILLIAM D. HUMES Director March 14, 2018 William D. Humes /s/ JEFFREY WADSWORTH Director March 14, 2018 Dr. Jeffrey Wadsworth /s/ THOMAS W. ERICKSON Director March 14, 2018 Thomas W. Erickson 3D Systems Corporation Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors 3D Systems Corporation Rock Hill, South Carolina Opinion on Internal Control over Financial Reporting We have audited 3D Systems Corporation and its subsidiaries’ (the “Company’s”) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). |
Acquisitions involve certain risks and uncertainties, including, among others, the following: · Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; · The risk that significant unanticipated costs or other problems associated with integration may be encountered; · The challenges in achieving strategic objectives, cost savings and other anticipated benefits; · The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; · The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; · The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses; · The difficulty in maintaining controls, procedures and policies during the transition and integration; · The potential loss of key employees of the acquired businesses; · The risk of diverting management attention from our existing operations; · Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds; · The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; · The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all; · The risk of incurring significant goodwill and other intangible asset impairment charges; · The risk of incurring significant exit costs if products or services are unsuccessful; · The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; · The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and · The risk that historical financial information may not be representative or indicative of our results as a combined company. |
While most of our operations outside the U.S. are conducted in highly developed countries, our operations could be adversely affected by, among others, the following: · Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; · Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; · Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; · Fluctuations in currency exchange rates; · Limited protection for the enforcement of contract and intellectual property rights in some countries; · Difficulties in staffing and managing foreign operations; · Operating in countries with a higher incidence of corruption and fraudulent business practices; · Potentially adverse changes in taxation; and · Other factors, depending upon the specific country in which we conduct business. |
Signature Title Date /s/ VYOMESH I. JOSHI Vyomesh I. Joshi Chief Executive Officer, President and Director (principal executive officer) February 28, 2017 /s/ JOHN N. MCMULLEN Executive Vice President and Chief Financial Officer February 28, 2017 John N. McMullen (principal financial and accounting officer) /s/ CHARLES W. HULL Executive Vice President, Chief Technology February 28, 2017 Charles W. Hull Officer and Director /s/ G. WALTER LOEWENBAUM, II Chairman of the Board of Directors February 28, 2017 G. Walter Loewenbaum, II /s/ JIM D. KEVER Director February 28, 2017 Jim D. Kever /s/ KEVIN S. MOORE Director February 28, 2017 Kevin S. Moore /s/ DANIEL S. VAN RIPER Director February 28, 2017 Daniel S. Van Riper /s/ WILLIAM E. CURRAN Director February 28, 2017 William E. Curran /s/ KAREN E. WELKE Director February 28, 2017 Karen E. Welke /s/ WILLIAM D. HUMES Director February 28, 2017 William D. Humes /s/ THOMAS ERICKSON Director February 28, 2017 Thomas Erickson 3D Systems Corporation Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors 3D Systems Corporation Rock Hill, South Carolina We have audited 3D Systems Corporation and its subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission in (the COSO criteria). |
The following table provides a reconciliation of the changes in the projected benefit obligation for the years ended December 31, 2016 and 2015: For the year ended December 31, 2016, the Company recorded a $1,437 loss, net of $128 of actuarial amortization and a $407 tax benefit, as a $902 adjustment to “Accumulated other comprehensive income (loss)” in accordance with ASC 715, “Compensation - Retirement Benefits.” For the year ended December 31, 2015, the Company recorded a $338 gain and $154 of actuarial amortization, net of a $154 tax provision, as a $338 adjustment to “Accumulated other comprehensive income (loss)” The Company has recognized the following amounts in the consolidated balance sheets at December 31, 2016 and 2015: The following projected benefit obligation and accumulated benefit obligation were estimated as of December 31, 2016 and 2015: The following table shows the components of net periodic benefit costs and other amounts recognized in other comprehensive income (loss): The following assumptions are used to determine benefit obligations as of December 31: The following benefit payments, including expected future service cost, are expected to be paid: Note 16 Warranty Contracts The Company provides product warranties for up to one year, or longer if required by applicable laws or regulations, as part of sales transactions for certain of its printers. |
Acquisitions involve certain risks and uncertainties including, among others, the following: · Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; · The risk that significant unanticipated costs or other problems associated with integration may be encountered; · The challenges in achieving strategic objectives, cost savings and other anticipated benefits; · The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; · The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; · The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses; · The difficulty in maintaining controls, procedures and policies during the transition and integration; · The potential loss of key employees of the acquired businesses; · The risk of diverting management attention from our existing operations; · Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds; · The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; · The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all; · The risk of incurring significant goodwill and other intangible asset impairment charges; · The risk of incurring significant exit costs if products or services are unsuccessful; · The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; · The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and · The risk that historical financial information may not be representative or indicative of our results as a combined company. |
While most of our operations outside the U.S. are conducted in highly developed countries, our operations could be adversely affected by, among others, the following: · Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; · Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; · Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; · Fluctuations in currency exchange rates; · Limited protection for the enforcement of contract and intellectual property rights in some countries; · Difficulties in staffing and managing foreign operations; · Operating in countries with a higher incidence of corruption and fraudulent business practices; · Potentially adverse changes in taxation; and · Other factors, depending upon the specific country in which we conduct business. |
Signature Title Date /s/ ANDREW M. JOHNSON Andrew M. Johnson Interim President and Chief Executive Officer, Chief Legal Officer and Secretary March 14, 2016 (principal executive officer) /s/ DAVID R. STYKA Executive Vice President and Chief Financial Officer March 14, 2016 David R. Styka (principal financial and accounting officer) /s/ CHARLES W. HULL Executive Vice President, Chief Technology March 14, 2016 Charles W. Hull Officer and Director /s/ G. WALTER LOEWENBAUM, II Chairman of the Board of Directors March 14, 2016 G. Walter Loewenbaum, II /s/ JIM D. KEVER Director March 14, 2016 Jim D. Kever /s/ KEVIN S. MOORE Director March 14, 2016 Kevin S. Moore /s/ DANIEL S. VAN RIPER Director March 14, 2016 Daniel S. Van Riper /s/ WILLIAM E. CURRAN Director March 14, 2016 William E. Curran /s/ KAREN E. WELKE Director March 14, 2016 Karen E. Welke /s/ PETER H. DIAMANDIS Director March 14, 2016 Peter H. Diamandis /s/ WILLIAM D. HUMES Director March 14, 2016 William D. Humes /s/ THOMAS ERICKSON Director March 14, 2016 Thomas Erickson 3D Systems Corporation Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors 3D Systems Corporation Rock Hill, South Carolina We have audited 3D Systems Corporation and its subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission in (the COSO criteria). |
The following table provides a reconciliation of the changes in the projected benefit obligation for the years ended December 31, 2015 and 2014: For the year ended December 31, 2015, the Company recorded a $338 gain and $154 of actuarial amortization, net of a $154 tax provision, as a $338 adjustment to “Accumulated other comprehensive income (loss)” in accordance with ASC 715, “Compensation - Retirement Benefits.” For the year ended December 31, 2014, the Company recorded the $1,719 loss, net of $69 of actuarial amortization and a $515 tax benefit, as a $1,135 adjustment to “Accumulated other comprehensive income (loss)” in accordance with ASC 715, “Compensation - Retirement Benefits.” The Company has recognized the following amounts in the consolidated balance sheets at December 31, 2015 and 2014: The following projected benefit obligation and accumulated benefit obligation were estimated as of December 31, 2015 and 2014: The following table shows the components of net periodic benefit costs and other amounts recognized in other comprehensive income (loss): The following assumptions are used to determine benefit obligations as of December 31: The following benefit payments, including expected future service cost, are expected to be paid: Note 16 Warranty Contracts The Company provides product warranties for up to one year, or longer if required by applicable laws or regulations, as part of sales transactions for certain of its printers. |
Acquisitions involve certain risks and uncertainties including: · Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; · The risk that significant unanticipated costs or other problems associated with integration may be encountered; · The challenges in achieving strategic objectives, cost savings and other anticipated benefits; · The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; · The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; · The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses; · The difficulty in maintaining controls, procedures and policies during the transition and integration; · The potential loss of key employees of the acquired businesses; · The risk of diverting management attention from our existing operations; · Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds. |
While most of our operations outside the U.S. are conducted in highly developed countries, they could be adversely affected by: · Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; · Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; · Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; · Fluctuations in currency exchange rates; · Seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and extended holiday periods in various parts of the world; · Limited protection for the enforcement of contract and intellectual property rights in some countries; · Potentially longer sales cycles and payment cycles; · Transportation delays; · Difficulties in staffing and managing foreign operations; · Operating in countries with a higher incidence of corruption and fraudulent business practices; · Potentially adverse changes in taxation; and · Other factors, depending upon the specific country in which we conduct business. |
Hull (principal financial officer) /s/ CHARLES W. HULL Executive Vice President, Chief Technology February 26, 2015 Charles W. Hull Officer and Director /s/ DAVID R. STYKA Vice President and Chief Accounting Officer February 26, 2015 David R. Styka (principal accounting officer) /s/ G. WALTER LOEWENBAUM, II Chairman of the Board of Directors February 26, 2015 G. Walter Loewenbaum, II /s/ JIM D. KEVER Director February 26, 2015 Jim D. Kever /s/ KEVIN S. MOORE Director February 26, 2015 Kevin S. Moore /s/ DANIEL S. VAN RIPER Director February 26, 2015 Daniel S. Van Riper /s/ WILLIAM E. CURRAN Director February 26, 2015 William E. Curran /s/ KAREN E. WELKE Director February 26, 2015 Karen E. Welke /s/ PETER H. DIAMANDIS Director February 26, 2015 Peter H. Diamandis /s/ WILLIAM D. HUMES Director February 26, 2015 William D. Humes 3D Systems Corporation Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors 3D Systems Corporation Rock Hill, South Carolina We have audited 3D Systems Corporation and its subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission in (the COSO criteria). |
At December 31, 2014, the Company recorded the $1,719 loss, net of $69 of actuarial amortization and a $515 tax benefit, as a $1,135 adjustment to “Accumulated other comprehensive income” in accordance with ASC 715, “Compensation - Retirement Benefits.” At December 31, 2013, the Company recorded the $302 loss, net of $56 of actuarial amortization and a $78 tax benefit, as a $168 adjustment to “Accumulated other comprehensive income” in accordance with ASC 715, “Compensation - Retirement Benefits.” The Company has recognized the following amounts in the consolidated balance sheets at December 31, 2014 and 2013: The following projected benefit obligation and accumulated benefit obligation were estimated as of December 31, 2014 and 2013: The following table shows the components of net periodic benefit costs and other amounts recognized in other comprehensive income: The following assumptions are used to determine benefit obligations as of December 31: The following benefit payments, including expected future service cost, are expected to be paid: Note 16 Warranty Contracts The Company provides product warranties for up to one year, or longer if required by applicable laws or regulations, as part of sales transactions for certain of its printers. |
Acquisitions involve certain risks and uncertainties including: · Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; · The risk that significant unanticipated costs or other problems associated with integration may be encountered; · The challenges in achieving strategic objectives, cost savings and other anticipated benefits; · The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; · The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; · The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses; · The difficulty in maintaining controls, procedures and policies during the transition and integration; · The potential loss of key employees of the acquired businesses; · The risk of diverting management attention from our existing operations; · The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; · The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all; · The risk of incurring significant exit costs if products or services are unsuccessful; · The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; · The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and · The risk that historical financial information may not be representative or indicative of our results as a combined company. |
While most of our operations outside the U.S. are conducted in highly developed countries, they could be adversely affected by: · Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; · Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; · Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; · Fluctuations in currency exchange rates; · Seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and extended holiday periods in various parts of the world; · Limited protection for the enforcement of contract and intellectual property rights in some countries; · Transportation delays; · Difficulties in staffing and managing foreign operations; · Operating in countries with a higher incidence of corruption and fraudulent business practices; · Taxation; and · Other factors, depending upon the specific country in which we conduct business. |
Signature Title Date /s/ ABRAHAM N. REICHENTAL Chief Executive Officer, President and Director February 28, 2014 Abraham N. Reichental (Principal Executive Officer) /s/ DAMON J. GREGOIRE Senior Vice President and Chief Financial Officer February 28, 2014 Damon J. Gregoire (Principal Financial and Accounting Officer) /s/ CHARLES W. HULL Executive Vice President, Chief Technology February 28, 2014 Charles W. Hull Officer and Director /s/ G. WALTER LOEWENBAUM, II Chairman of the Board of Directors February 28, 2014 G. Walter Loewenbaum, II /s/ JIM D. KEVER Director February 28, 2014 Jim D. Kever /s/ KEVIN S. MOORE Director February 28, 2014 Kevin S. Moore /s/ DANIEL S. VAN RIPER Director February 28, 2014 Daniel S. Van Riper /s/ WILLIAM E. CURRAN Director February 28, 2014 William E. Curran /s/ KAREN E. WELKE Director February 28, 2014 Karen E. Welke /s/ PETER H. DIAMANDIS Director February 28, 2014 Peter H. Diamandis 3D Systems Corporation Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2013 and 2012 Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2013, 2012, and 2011 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012, and 2011 Notes to Consolidated Financial Statements for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Financial Statement Schedule Report of Independent Registered Public Accounting Firm Schedule II-Valuation and Qualifying Accounts for the Years Ended December 31, 2013, 2012 and 2011 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors 3D Systems Corporation Rock Hill, South Carolina We have audited 3D Systems Corporation and its subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission in (the COSO criteria). |
At December 31, 2013, the Company recorded the $246 loss, net of a $78 tax benefit, as a $168 adjustment to “Accumulated other comprehensive income” in accordance with ASC 715, “Compensation - Retirement Benefits.” At December 31, 2012, the Company recorded the $1,030 loss, net of a $316 tax benefit, as a $714 adjustment to “Accumulated other comprehensive income” in accordance with ASC 715, “Compensation - Retirement Benefits.” The Company has recognized the following amounts in the consolidated balance sheets at December 31, 2013 and 2012: The following projected benefit obligation and accumulated benefit obligation were estimated as of December 31, 2013 and 2012: The following table shows the components of net periodic benefit costs and other amounts recognized in other comprehensive income: The following assumptions are used to determine benefit obligations as of December 31: The following benefit payments, including expected future service cost, are expected to be paid: Note 16 Warranty Contracts The Company provides product warranties for up to one year, or longer if required by applicable laws or regulations, as part of sales transactions for certain of its printers. |
Acquisitions involve certain risks and uncertainties including: • Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; • The risk that significant unanticipated costs or other problems associated with integration may be encountered; • The challenges in achieving strategic objectives, cost savings and other anticipated benefits; • The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; • The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; • The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses; • The difficulty in maintaining controls, procedures and policies during the transition and integration; • The potential loss of key employees of the acquired businesses; • The risk of diverting management attention from our existing operations; • The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; • The risk of incurring significant exit costs if products or services are unsuccessful; • The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; • The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and • The risk that historical financial information may not be representative or indicative of our results as a combined company. |
While most of our operations outside the U.S. are conducted in highly developed countries, they could be adversely affected by: • Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; • Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; • Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; • Fluctuations in currency exchange rates; • Seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and extended holiday periods in various parts of the world; • Limited protection for the enforcement of contract and intellectual property rights in some countries; • Transportation delays; • Difficulties in staffing and managing foreign operations; • Operating in countries with a higher incidence of corruption and fraudulent business practices; • Taxation; and • Other factors, depending upon the specific country in which we conduct business. |
At December 31, 2012, the Company recorded this $1,030 loss, net of a $316 tax benefit, as a $714 adjustment to “Accumulated other comprehensive income” in accordance with ASC 715, “Compensation - Retirement Benefits.” At December 31, 2011, the Company recorded this $397 loss, net of a $122 tax benefit, as a $275 adjustment to “Accumulated other comprehensive income” in accordance with ASC 715, “Compensation - Retirement Benefits.” The Company has recognized the following amounts in the consolidated balance sheets at December 31, 2012 and 2011: The following projected benefit obligation and accumulated benefit obligation were estimated as of December 31, 2012 and 2011: The following table shows the components of net periodic benefit costs and other amounts recognized in other comprehensive income: The following assumptions are used to determine benefit obligations as of December 31: The following benefit payments, including expected future service cost, are expected to be paid: Note 16 Warranty Contracts The Company provides product warranties for up to one year as part of sales transactions for certain of its printers. |
Acquisitions involve certain risks and uncertainties including: • Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition; • The risk that significant unanticipated costs or other problems associated with integration may be encountered; • The challenges in achieving strategic objectives, cost savings and other anticipated benefits; • The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; • The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; • The inability to maintain a relationship with key customers, vendors and other business partners of the acquired business; • The difficulty in maintaining controls, procedures and policies during the transition and integration; • The potential loss of key employees of the acquired businesses; • The risk of diverting management attention from our existing operations; • The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; • The risk of incurring significant exit costs if products or services are unsuccessful; • The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; • The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and • The risk that historical financial information may not be representative or indicative of our results as a combined company. |
While most of our operations outside the U.S. are conducted in highly developed countries, they could be adversely affected by: • Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; • Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; • Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; • Fluctuations in currency exchange rates; • Seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and extended holiday periods in various parts of the world; • Limited protection for the enforcement of contract and intellectual property rights in some countries; • Transportation delays; • Difficulties in staffing and managing foreign operations; • Operating in countries with a higher incidence of corruption and fraudulent business practices; • Taxation; and • Other factors, depending upon the specific country in which we conduct business. |
At December 31, 2011, the Company recorded this $397 loss, net of a $122 tax benefit, as a $275 adjustment to “Accumulated other comprehensive income” in accordance with ASC 715, “Compensation - Retirement Benefits.” At December 31, 2010, the Company recorded the $94 loss, net of a $29 tax benefit, as a $65 adjustment to “Accumulated other comprehensive income.” At December 31, 2009, the Company recorded the $86 loss, net of a $29 tax benefit, as a $57 adjustment to “Accumulated other comprehensive income.” The Company has recognized the following amounts in the consolidated balance sheets at December 31, 2011 and 2010: The following projected benefit obligation and accumulated benefit obligation were estimated as of December 31, 2011 and 2010: 3D Systems Corporation Notes To Consolidated Financial Statements - (Continued) The following table shows the components of net periodic benefit costs and other amounts recognized in other comprehensive income: The following assumptions are used to determine benefit obligations as of December 31: The following benefit payments, including expected future service cost, are expected to be paid: 3D Systems Corporation Notes To Consolidated Financial Statements - (Continued) Note 17 Warranty Contracts The Company provides product warranties for up to one year as part of sales transactions for certain of its printers. |
Acquisitions involve certain risks and uncertainties including: • Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner; • The risk that significant unanticipated costs or other problems associated with integration may be encountered; • The challenges in achieving strategic objectives, cost savings and other anticipated benefits; • The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve; • The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; • The inability to maintain a relationship with key customers, vendors and other business partners of the acquired business; • The difficulty in maintaining controls, procedures and policies during the transition and integration; • The potential loss of key employees of the acquired businesses; • The risk of diverting management attention from our existing operations; • The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology; • The risk of incurring significant exit costs if products or services are unsuccessful; • The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions; and • The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties. |
While most of our operations outside the U.S. are conducted in highly developed countries, they could be adversely affected by: • Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; • Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions and antitrust and data privacy concerns; • Rapid changes in government, economic and political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; • Fluctuations in currency exchange rates; • Seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe; • Limited protection for the enforcement of contract and intellectual property rights in some countries; • Transportation delays; • Difficulties in staffing and managing foreign operations; • Operating in countries with a higher incidence of corruption and fraudulent business practices; • Taxation; and • Other factors, depending upon the specific country in which we conduct business. |
At December 31, 2010, the Company recorded this $94 loss, net of a $29 tax benefit, as a $65 adjustment to “Accumulated other comprehensive income” in 3D Systems Corporation Notes to Consolidated Financial Statements - (Continued) accordance with ASC 715, “Compensation - Retirement Benefits.” At December 31, 2009, the Company recorded the $86 loss, net of a $29 tax benefit, as a $57 adjustment to “Accumulated other comprehensive income.” At December 31, 2008, the Company recorded the $109 gain, net of a $29 tax provision, as an $80 adjustment to “Accumulated other comprehensive income.” The Company has recognized the following amounts in the consolidated balance sheets at December 31, 2010 and 2009: The following projected benefit obligation and accumulated benefit obligation were estimated as of December 31, 2010 and 2009: The following table shows the components of net periodic benefit costs and other amounts recognized in other comprehensive income: The following assumptions are used to determine benefit obligations as of December 31: 3D Systems Corporation Notes to Consolidated Financial Statements - (Continued) The following benefit payments, including expected future service cost, are expected to be paid: Note 17 Warranty Contracts The Company provides product warranties for up to one year as part of sales transactions for certain of its printers. |
While most of our operations outside the U.S. are conducted in highly developed countries, they could be adversely affected by: • Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; • Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions and antitrust and data privacy concerns; • Rapid changes in government, economic and political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks; • Fluctuations in currency exchange rates; • Seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe; • Limited protection for the enforcement of contract and intellectual property rights in some countries; • Difficulties in staffing and managing foreign operations; • Taxation; and • Other factors, depending upon the specific country in which we conduct business. |
These changes are discussed below: • The $12.6 million of non-cash items included in the net loss for 2006 consisted primarily of (i) the provision for $1.8 million of valuation allowances that we placed during 2006 on our deferred income tax assets, (ii) $6.5 million of depreciation and amortization, (iii) $2.7 million of stock-based compensation expense and (iv) $1.6 million of adjustments of provision for bad debts; •The $7.2 million of net cash provided by changes in operating accounts primarily included • a $15.0 million increase in accounts payable arising from the timing of payments and costs associated with our ERP implementation, relocation and severance, and build up of inventory; • a $4.5 million increase in customer deposits related primarily to payment terms we adopted that require deposits with system orders; and • a $3.0 million decrease in prepaid expenses and other current assets reflecting primarily changes in supply arrangements with certain of our outsource assemblers, partially offset by • an $10.3 million increase in inventories, primarily reflecting an increase in finished goods inventory and SFAS No. |
The $26.5 million decrease in 2006 was primarily the net impact of the following decreases in working capital items: · a $15.1 million increase in accounts payable arising from the timing of payments and costs associated with our ERP implementation, relocation and severance, and build up of inventory; · a $10.0 decrease in cash and cash equivalents due to the reasons set forth below; · a $8.2 million increase in borrowings under our bank credit facility discussed below; · a $4.6 million increase in customer deposits related primarily to payment terms we adopted that require deposits with system orders; · a $3.3 million increase in current installments of long-term debt that occurred for the reasons discussed below; · a $3.0 million decrease in prepaid expenses and other current assets that occurred for the reasons dicussed below; · a $1.8 million net decrease in deferred income tax assets arising from the recording of a valuation allowance against those assets during 2006 (see Note 21 to the Consolidated Financial Statements), that were partially offset by the following increases in working capital items: · an $11.3 million increase in inventories that occurred for the reasons discussed below; · a $3.5 million increase in assets held for sale that occurred for the reasons discussed below; · a $2.3 million decrease in deferred revenue reflecting the recognition of maintenance and warranty revenue during 2006; · a $1.7 million increase in accounts receivable that occurred for the reasons discussed below; and · a $1.2 million increase in short-term restricted cash that occured for the reasons discussed below. |
With respect to our failure to effectively monitor our accounting function and our oversight of financial controls, we determined that the material weakness relating to this matter primarily arose as a result of the following contributing factors: · The combination of our relocation to Rock Hill, South Carolina, changes in accounting personnel and the difficulties that we encountered in implementing our new ERP system; · The loss of certain experienced accounting and other personnel who did not relocate to Rock Hill; · Inexperience and lack of training of newly hired personnel, particularly in Rock Hill, with respect to our existing system of internal controls and the closing procedures required under our new ERP system; · Unfamiliarity of employees with the reports generated by our new ERP system such that their utility in compiling and reconciling financial data was not fully recognized in connection with our period-end closing process; · The combination of starting up our new ERP system, addressing problems with supply chain and order processing and fulfillment activities, and conflicting demands on our employees’ time; · Human errors in entering, completing and correcting product and vendor data in our ERP system; and · Contrary to our policies and procedures, a lack of consistent and effective review and supervision of account reconciliations and data entries at various levels of our accounting organization to confirm, analyze and reconcile account balances that adversely affected our financial reporting and disclosure controls. |
We have: · Introduced new leadership to our accounting and financial functions; · Reaffirmed and clarified our account reconciliation policies through additional procedural details and guidelines for completion, which now expressly require (a) reconciliations of all material accounts no less frequently than monthly, (b) that any discrepancies noted be resolved in a timely fashion and (c) that all proposed reconciliations be reviewed in detail and on a timely basis by appropriate personnel to determine the accuracy and appropriateness of the proposed reconciliation; · Continued our efforts to hire additional qualified personnel to implement our reconciliation and review procedures; · Initiated a review to determine whether certain of the activities that require substantial expertise should be handled internally or outsourced; · With respect to our new ERP system: · Begun creating specific reports in our ERP system tailored to our business and the controls necessary to promote accurate data entry and processing and timely compilation and reporting of our financial records; · Troubleshot our ERP system to identify any missing, incomplete, corrupt or otherwise insufficient data necessary to properly record, process and fill orders; · Corrected data entry errors and corrected or updated pricing and unit data in our new ERP system files; · Expanded the number of “super users” and commenced additional training for employees who operate and interface with our ERP system with respect to the operation of the system, including training regarding placing and processing orders, inventory accounting practices and the functions and features of our new ERP system; · Retained a third-party consulting firm to review and assess the conversion of those European operations that have transitioned to our new ERP system to determine the success of that conversion and the adequacy of the controls in place at such operations; · Reconciled all service contracts in place as of April 30, 2006, the date of data conversion, to service contracts in our new ERP system; · Separately maintained records outside of our ERP system for service contract activity subsequent to the date our new ERP system was implemented, for confirmatory purposes; · Worked to complete the implementation of our new ERP system to eliminate the transaction processing issues that have contributed to our delays in compiling and reconciling financial statements; and · Engaged outside consultants to assist us in reviewing and strengthening our business processes. |
3D Systems Corporation Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2006 and 2005 Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005 and 2004 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2006, 2005 and 2004 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2006, 2005 and 2004 Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005 and 2004 Notes to Consolidated Financial Statements for the Years Ended December 31, 2006, 2005 and 2004 Consolidated Financial Statement Schedule Report of Independent Registered Public Accounting Firm Schedule II-Valuation and Qualifying Accounts for the Years December 31, 2006, 2005 and 2004 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of 3D Systems Corporation Rock Hill, South Carolina We have audited the accompanying consolidated balance sheets of 3D Systems Corporation and its subsidiaries (the “Company”) as of December 31, 2006 and 2005 and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows for each of the three years in the period ended December 31, 2006. |
/s/ BDO Seidman, LLP BDO Seidman, LLP Los Angeles, California April 30, REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of 3D Systems Corporation Rock Hill, South Carolina We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting appearing in Item 9A of the Annual Report on Form 10-K, that 3D Systems Corporation and its subsidiaries (the “Company”) did not maintain effective internal control over financial reporting as of December 31, 2006 because of the effect of material weaknesses related to the period-end financial statement closing process, the processing and safeguarding of inventory, the invoicing of customers and the processing and application of customer payments, the monitoring of the accounting function and oversight of financial controls, the adequacy of information technology application controls and policies to safeguard access to programs and data, the process surrounding the calculation of accurate income tax provisions and related deferred tax assets and liabilities, and the controls over financial spreadsheets that are part of the financial statement preparation process, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). |
This $9.2 million decline was due primarily to: · a $5.0 million decline in legal costs, primarily related to reduced patent litigation costs as a result of litigation settlements during 2004 and the absence in 2004 of legal fees incurred in 2003 related to our revenue recognition investigation relating to 2002 and previous years; · $1.4 million of lower costs related to depreciation, travel and entertainment expenses, outside vendor processing costs, consulting professional fees and utility costs; · $1.2 million of lower bad debt expense, discussed below; · The absence in 2004 of the $0.8 million impairment charge in 2003 related to technology associated with the curtailed product commercialization efforts in our Optoform Sarl unit; and · $0.6 million of lower accounting fees associated with the absence in 2004 of costs incurred in 2003 related to our revenue recognition investigation, partially offset by: · $1.4 million of higher fees and expenses related to our compliance with Section 404 of The Sarbanes-Oxley Act of 2002; and · $1.1 million of higher employee compensation, recruitment and relocation expenses. |
The November 2005 amendment to the reimbursement agreement also deleted provisions of a previous amendment to the reimbursement agreement that we entered into on March 4, 2004 that provided that (a) we acknowledged that, upon the occurrence of any future event of default under the reimbursement agreement, Wells Fargo would not consider waiving such event of default unless and until we comply with all requirements imposed by Wells Fargo, which would include but not be limited to the immediate retirement of $1.2 million of the industrial development bonds, (b) that funds for such repayment would come first from our restricted cash then held by Wells Fargo, if any, and the balance from additional funds to be provided by us to the trustee of such bonds promptly upon notice from Wells Fargo, and (c) that any event of default would result in an increase to the letter of credit fee from 1% of the stated amount of the letter of credit to 1.50% of the stated amount of the letter of credit prorated from the occurrence of such event of default until the next August 1, when the fee is due, and continuing for the life of the letter of credit. |
3D Systems Corporation Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2005 and 2004 Consolidated Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2005, 2004 and 2003 Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2005, 2004 and 2003 Notes to Consolidated Financial Statements for the Years Ended December 31, 2005, 2004 and 2003 Consolidated Financial Statement Schedule Report of Independent Registered Public Accounting Firm Schedule II-Valuation and Qualifying Accounts for the Years Ended December 31, 2005, 2004 and 2003 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of 3D Systems Corporation Valencia, California We have audited the accompanying consolidated balance sheets of 3D Systems Corporation and its subsidiaries (the “Company”) as of December 31, 2005 and 2004 and the related consolidated statements of operations, stockholders’ equity, cash flows, and comprehensive income (loss) for each of the three years in the period ended December 31, 2005. |
The November 2005 amendment to the reimbursement agreement also deleted provisions of a previous amendment to the reimbursement agreement that the Company entered into on March 4, 2004 that provided that (a) the Company acknowledged that, upon the occurrence of any future event of default under the reimbursement agreement, Wells Fargo would not consider waiving such event of default unless and until the Company complied with all requirements imposed by Wells Fargo, which would include but not be limited to the immediate retirement of $1,200 of the industrial development bonds, (b) that funds for such repayment would come first from the Company’s restricted cash then held by Wells Fargo, if any, and the balance from additional funds to be provided by the Company to the trustee of such bonds promptly upon notice from Wells Fargo, and (c) that any event of default would result in an increase to the letter of credit fee from 1% of the stated amount of the letter of credit to 1.50% of the stated amount of the letter of credit prorated from the occurrence of such event of default until the next August 1, when the fee is due, and continuing for the life of the letter of credit. |
The $9.2 million decrease in selling, general and administrative expenses in 2004 was primarily due to: •a $5.0 million decline in legal costs, primarily related to reduced patent litigation costs as a result of litigation settlements during 2004, and the absence in 2004 of legal fees incurred in 2003 related to our revenue recognition investigation relating to 2002 and previous years; •$1.2 million of lower bad debt expense; •The absence in 2004 of the $0.8 million impairment charge in 2003 related to technology associated with the curtailed product commercialization efforts in our Optoform Sarl unit; •$0.6 million of lower accounting fees associated with the absence in 2004 of costs incurred in 2003 related to our revenue recognition investigation; and •$1.4 million of lower costs related to depreciation, travel and entertainment expenses, outside vendor processing costs, consulting professional fees and utility costs, partially offset by •$1.4 million of higher fees and expenses related to our compliance with Section 404 of The Sarbanes-Oxley Act of 2002; and •$1.1 million of higher employee compensation, recruitment and relocation expenses. |
The facility also requires us to comply with certain financial covenants, which include (a) a requirement to maintain a quick ratio (as defined) of at least 0.90 to 1.00 as of December 31, 2004 and of at least 1.00 to 1.00 as of March 31, 2005 and thereafter, (b) a requirement to maintain, at any time any revolving obligations (as defined) are outstanding under the facility equal to or in excess of $5 million, unrestricted cash in the United States in an amount not less than two-thirds of the amount of the outstanding revolving obligations, (c) a requirement to maintain, if there are any advances (as defined) outstanding under the facility at the end of any calendar quarter, a ratio of total liabilities less subordinated debt to tangible net worth (as each such term is defined) of not more than 2.10 to 1.00 as of December 31, 2004 and as of March 31, 2005 and thereafter of not more than 2.00 to 1.00, (d) a requirement to maintain, if there are any advances outstanding under the facility at the end of any calendar quarter, a tangible net worth (as defined) of not less than the sum of $20 million plus the amount of any tangible net worth additions (as defined), and (e) a requirement to maintain domestic tangible assets of not less than 25% of adjusted tangible assets (as such terms are defined). |
The facility also requires the Company to comply with certain financial covenants, which include (a) a requirement to maintain a quick ratio (as defined) of at least 0.90 to 1.00 as of December 31, 2004 and of at least 1.00 to 1.00 as of March 31, 2005 and thereafter, (b) a requirement to maintain, at any time outstanding revolving obligations (as defined) under the facility equal or exceed $5,000, unrestricted cash in the United States in an amount not less than two-thirds of the amount of the revolving obligations outstanding, (c) a requirement to maintain, if there are any advances (as defined) outstanding under the facility at the end of any calendar quarter, a ratio of total liabilities less subordinated debt to tangible net worth (as each such term is defined) of not more than 2.10 to 1.00 as of December 31, 2004 and as of March 31, 2005 and thereafter of not more than 2.00 to 1.00, (d) a requirement to maintain, if there are any advances outstanding under the facility at the end of any calendar quarter, a tangible net worth (as defined) of not less than the sum of $20,000 plus the amount of any tangible net worth additions (as defined), and (e) a requirement to maintain domestic tangible assets of not less than 25% of adjusted tangible assets (as such terms are defined). |
As a result of that investigation, among other things, the Company implemented during 2003 the following changes to its financial organization and enhanced its internal controls in the following manner: •replaced its chief financial officer and retained new management in senior finance and operations positions, and in many staff positions, •terminated or reassigned other senior officers and key employees, •established an internal audit function and retained a Director of Internal Audit and a Manager of External Reporting, •clarified the Company's revenue recognition policies by revising some of its existing policies and drafting new policies, implemented new control measures and introduced more formalized and frequent training of finance, sales and other staff, •adopted and communicated a zero tolerance policy for employees who engage in violations of the Company's accounting policies and procedures, •established an anonymous hotline for employees to report potential violations of policies and procedures or of applicable laws or regulations, and •instituted additional management oversight and detailed reviews of personnel, disclosures and reporting. |
Signature Date Title /s/ ABRAHAM N. REICHENTAL Abraham N. Reichental March 15, 2004 Chief Executive Officer, President and Director (Principal Executive Officer) /s/ FRED R. JONES Fred R. Jones March 15, 2004 Vice President and Chief Financial Officer (Principal Financial Officer) /s/ G. PETER V. WHITE G. Peter V. White March 15, 2004 Vice President, Finance (Principal Accounting Officer) /s/ CHARLES W. HULL Charles W. Hull March 15, 2004 Executive Vice President, Chief Technology Officer and Director /s/ G. WALTER LOEWENBAUM II G. Walter Loewenbaum II March 15, 2004 Chairman of the Board of Directors /s/ MIRIAM V. GOLD Miriam V. Gold March 15, 2004 Director /s/ JIM D. KEVER Jim D. Kever March 15, 2004 Director /s/ KEVIN S. MOORE Kevin S. Moore March 15, 2004 Director /s/ RICHARD C. SPALDING Richard C. Spalding March 15, 2004 Director 3D Systems Corporation Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Stockholders and Board of Directors of 3D Systems Corporation Valencia, California We have audited the accompanying consolidated balance sheet of 3D Systems Corporation and its subsidiaries (the "Company") as of December 31, 2003 and the related consolidated statements of operations, stockholders' equity, cash flows, and comprehensive loss for the year then ended. |
(5) Includes (a) 45,000 shares held in the name of Lillian Shaw Loewenbaum, Mr. Loewenbaum's wife, (b) 54,498 shares held in the name of the Loewenbaum 1992 Trust for which Mr. and Mrs. Loewenbaum serve as trustees, (c) 150,000 shares held in the name of the Guaranty & Trust Co ttee fbo G. Walter Loewenbaum, Mr. Loewenbaum's pension plan, (d) 72,065 shares held in the name of The Waterproof Partnership LTD for which Mr. and Mrs. Loewenbaum serve as the general partners and as certain of the limited partners, (e) 16,594 shares held in the name of the Anna Loewenbaum 1992 Trust for which Mr. and Mrs. Loewenbaum serve as trustees, (f) 16,594 shares held in the name of the Elizabeth Loewenbaum 1992 Trust for which Mr. and Mrs. Loewenbaum serve as trustees, (g) 175,000 shares of our common stock reserved for issuance upon exercise of stock options which are or will become exercisable on or prior to August 13, 2003, (h) 83,333 shares issuable on conversion of convertible debentures and (i) 208,334 shares issuable upon conversion of our Series B Convertible Preferred Stock. |
(18) Income Taxes The components of the Company's pretax income (loss) are as follows: 2002 2001 2000 ------------ ------------ ------------ (in thousands) Domestic $ (7,439) $ (3,877) $ 10,783 Foreign 1,482 528 1,396 ------------ ------------ ------------ Total $ (5,957) $ (3,349) $ 12,179 ============ ============ ============ The components of income tax expense (benefit) for the years ended December 31, 2002, 2001 and 2000 are as follows: Current: 2002 2001 2000 ------------ ------------ ------------ (in thousands) U.S. Federal $ --- $ 1,189 $ 1,833 State --- (343) 443 Foreign 1,595 556 54 ------------ ------------ ------------ Total $ 1,595 $ 1,402 $ 2,330 ============ ============ ============ The overall effective tax rate differs from the statutory federal tax rate for the years ended December 31, 2002, 2001 and 2000 as follows: The components of the Company's net deferred tax assets at December 31 are as follows: During 2002, $6.3 million was excluded from taxable income as a result of making increased investments in certain foreign subsidiaries. |
*Management contract or compensatory plan or arrangement INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULE Consolidated Financial Statements Independent Auditors’ Report - Deloitte & Touche LLP Report of Independent Accountants - PricewaterhouseCoopers LLP Consolidated Balance Sheets as of December 31, 2001 and 2000 Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2001, 2000 and 1999 Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2001, 2000 and 1999 Notes to Consolidated Financial Statements for the Years Ended December 31, 2001, 2000 and 1999 Consolidated Financial Statement Schedule Independent Auditors’ Report- Deloitte & Touche LLP Report of Independent Accountants on Financial Statement Schedule- PricewaterhouseCoopers LLP Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2001, 2000 and 1999 INDEPENDENT AUDITORS’ REPORT To the Stockholders and Board of Directors of 3D Systems Corporation Valencia, California We have audited the accompanying consolidated balance sheets of 3D Systems Corporation and its subsidiaries (the “Company”) as of December 31, 2001 and 2000, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended. |
Signature Date Title /s/ BRIAN K. SERVICE Brian K. Service March , 2001 President and Chief Executive Officer and Director (Principal Executive Officer) /s/ E. JAMES SELZER E. James Selzer March , 2001 Chief Financial Officer and VP, Finance (Principal Financial Officer and Principal Accounting Officer) /s/ CHARLES W. HULL Charles W. Hull March , 2001 Chief Technology Officer and Director /s/ G. WALTER LOEWENBAUM II G. Walter Loewenbaum II March , 2001 Chairman of the Board of Directors /s/ GARY J. SBONA Gary J. Sbona March , 2001 Director /s/ MIRIAM V. GOLD Miriam V. Gold March , 2001 Director /s/ JIM D. KEVER Jim D. Kever March , 2001 Director /s/ KEVIN S. MOORE Kevin S. Moore March , 2001 Director /s/ RICHARD C. SPALDING Richard C. Spalding March , 2001 Director FORM 10-K Annual Report on Form 10-K for the Year Ended December 31, 2000 PART I PART II PART III PART IV INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULE INDEPENDENT AUDITORS' REPORT 3D SYSTEMS CORPORATION Consolidated Balance Sheets At December 31, 2000 and 1999 (in thousands, except per share amounts) 3D SYSTEMS CORPORATION Consolidated Statements of Operations Years ended December 31, 2000, 1999 and 1998 (in thousands, except per share amounts) 3D SYSTEMS CORPORATION Consolidated Statements of Cash Flows Years ended December 31, 2000, 1999 and 1998 (in thousands) 3D SYSTEMS CORPORATION Consolidated Statements of Comprehensive Income (Loss) Years ended December 31, 2000, 1999, and 1998 (in thousands) 3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements Years ended December 31, 2000, 1999, and 1998 INDEPENDENT AUDITORS' REPORT REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE SCHEDULE II 3D SYSTEMS CORPORATION Valuation and Qualifying Accounts Years ended December 31, 2000, 1999 and 1998 (in thousands) SIGNATURES |
Results of Operations The following table sets forth the percentage relationship of certain items from the Company's Statements of Operations to Total Revenues: Percent of Total Revenues Years Ended December 31, 1999 1998 1997 ------ ------ ------ Sales: Products 68.9% 66.7% 65.5% Services 31.1% 33.3% 34.5% ------ ------ ------ Total sales 100.0% 100.0% 100.0% ------ ------ ------ Cost of sales: Products 37.1% 34.1% 39.3% Services 21.6% 22.5% 24.1% ------ ------ ------ Total cost of sales 58.7% 56.6% 63.4% ------ ------ ------ Total gross profit 41.3% 43.4% 36.6% Gross profit - products 46.2% 48.8% 40.0% Gross profit - services 30.4% 32.5% 30.1% Selling, general and administrative expenses 36.4% 31.0% 32.8% Research and development expenses 9.2% 9.6% 12.2% Other 3.5% - - ------ ------ ------ Income (loss) from operations (7.8%) 2.8% (8.4%) Other income and expense 0.0% 0.5% 0.9% Income tax benefit (expense) 2.3% (1.1%) 2.4% ------ ------ ------ Net income (loss) (5.5%) 2.2% (5.1%) ====== ====== ====== The following table sets forth, for the periods indicated, total revenues attributable to each of the Company's major products and services groups: 1999 1998 1997 --------- --------- --------- (in thousands) Products: Systems and related equipment $ 45,225 $ 44,580 $ 40,859 Materials 18,560 15,614 13,548 Other 3,021 5,240 4,742 --------- --------- --------- Total products 66,806 65,434 59,149 --------- --------- --------- Services: Maintenance 26,655 28,140 25,010 Other 3,488 4,543 6,098 --------- --------- --------- Total services 30,143 32,683 31,108 --------- --------- --------- Total sales $ 96,949 $ 98,117 $ 90,257 ========= ========= ========= Products: Systems and related equipment 46.7% 46.0% 45.3% Material 19.1% 15.9% 15.0% Other 3.1% 4.8% 5.2% --------- --------- --------- Total products 68.9% 66.7% 65.5% --------- --------- --------- Services: Maintenance 27.5% 28.7% 27.7% Other 3.6% 4.6% 6.8% --------- --------- --------- Total services 31.1% 33.3% 34.5% --------- --------- --------- Total sales 100.0% 100.0% 100.0% ========= ========= ========= 1999 Compared to 1998 Sales. |
3D SYSTEMS CORPORATION Consolidated Statements of Operations Years ended December 31, 1999, 1998 and 1997 (in thousands except per share amounts) 1999 1998 1997 -------- -------- -------- Sales: Products $ 66,806 $ 65,434 $ 59,149 Services 30,143 32,683 31,108 -------- -------- -------- Total sales 96,949 98,117 90,257 -------- -------- -------- Cost of sales: Products 35,938 33,477 35,463 Services 20,975 22,062 21,745 -------- -------- -------- Total cost of sales 56,913 55,539 57,208 -------- -------- -------- Gross profit 40,036 42,578 33,049 -------- -------- -------- Operating expenses: Selling, general and administrative 35,273 30,448 29,653 Research and development 8,931 9,425 10,991 Other 3,384 -- -- -------- -------- -------- Total operating expenses 47,588 39,873 40,644 -------- -------- -------- Income (loss) from operations (7,552) 2,705 (7,595) Interest income 415 949 1,202 Interest and other expense (404) (467) (356) -------- -------- -------- Income (loss) before income taxes (7,541) 3,187 (6,749) Provision for (benefit from) income taxes (2,240) 1,055 (2,160) -------- -------- -------- Net income (loss) $ (5,301) $ 2,132 $ (4,589) ======== ======== ======== Shares used to calculate basic net income (loss) per share 11,376 11,348 11,398 ======== ======== ======== Basic net income (loss) per share $ (.47) $ .19 $ (.40) ======== ======== ======== Shares used to calculate diluted net income (loss) per share 11,376 11,594 11,398 ======== ======== ======== Diluted net income (loss) per share $ (.47) $ .18 $ (.40) ======== ======== ======== See accompanying notes to consolidated financial statements. |
(4) Inventories Components of inventories at December 31, 1999 and 1998 are as follows (in thousands): 1999 1998 ------- ------- Raw materials $ 1,633 $ 1,138 Work in process 778 819 Finished goods 6,375 8,872 ------- ------- $ 8,786 $10,829 ======= ======= 3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements, Continued Years ended December 31, 1999, 1998 and 1997 (5) Property and Equipment Property and equipment at December 31, 1999 and 1998 are summarized as follows (in thousands): 1999 1998 -------- -------- Land and building $ 4,637 $ 4,637 Machinery and equipment 20,420 18,416 Office furniture and equipment 3,083 2,889 Leasehold improvements 2,836 2,517 Rental equipment 1,014 452 Construction in progress 97 1,186 -------- -------- 32,087 30,097 Less accumulated depreciation and Amortization (15,842) (13,770) -------- -------- $ 16,245 $ 16,327 ======== ======== (6) Licenses and Patent Costs Licenses and patent costs at December 31, 1999 and 1998 are summarized as follows (in thousands): 1999 1998 -------- -------- Licenses, at cost $ 2,333 $ 3,608 Patent costs 13,214 6,934 -------- -------- 15,547 10,542 Less accumulated amortization (6,412) (5,421) -------- -------- $ 9,135 $ 5,121 ======== ======== (a) In 1999 and 1998, the Company incurred and capitalized $5,005,000 and $643,000, respectively, of costs to acquire, develop and extend patents in the United States, Japan, Europe and certain other countries, and expensed previously developed capitalized patent costs of $621,000 and $365,000, respectively. |
(15) Income Taxes The components of the Company's pretax income (loss) are as follows (in thousands): 1999 1998 1997 ------- ------- ------- Domestic $(8,870) $ 552 $(5,693) Foreign 1,329 2,635 (1,056) ------- ------- ------- Total $(7,541) $ 3,187 $(6,749) ======= ======= ======= 3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements, Continued Years ended December 31, 1999, 1998 and 1997 The components of the Company's net deferred tax assets at December 31 are as follows (in thousands): 1999 1998 -------- -------- Deferred tax assets: Research tax credits $ 3,148 $ 2,968 Alternative minimum tax credits 340 340 California manufacturer credit 226 226 Net operating loss carryforwards 6,061 4,556 Inventory reserves 295 152 Accrued liabilities 1,616 1,550 Allowance for doubtful accounts 360 182 Patents and licenses 834 818 Other reserves 575 -- -------- -------- Total deferred tax assets 13,455 10,792 Valuation allowance (1,603) (1,163) -------- -------- Net deferred tax assets 11,852 9,629 -------- -------- Deferred tax liabilities: Deferred lease revenue 1,263 1,606 Software development 327 309 Property and equipment (excess book basis over tax basis) 249 581 -------- -------- Total deferred tax liabilities 1,839 2,496 -------- -------- Net deferred tax assets $ 10,013 $ 7,133 ======== ======== The valuation allowance for deferred taxes relates primarily to foreign deferred tax assets and was increased by $440,000 during 1999 primarily due to the continuing loss position of the Company. |
3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements, Continued Years ended December 31, 1999, 1998 and 1997 The components of income tax expense (benefit) for the years ended December 31, 1999, 1998 and 1997 are as follows (in thousands): Current: 1999 1998 1997 ------- ------- ------- U.S. federal $ -- $ 4 $ 292 State 52 71 30 Foreign 589 822 61 ------- ------- ------- Total current 641 897 383 ------- ------- ------- Deferred: U.S. federal (2,470) 4 (2,121) State (411) 154 (422) ------- ------- ------- Total deferred (2,881) 158 (2,543) ------- ------- ------- Total income tax expense (benefit) $(2,240) $ 1,055 $(2,160) ======= ======= ======= The overall effective tax rate differs from the statutory federal tax rate for the years ended December 31, 1999, 1998 and 1997 as follows: % of Pretax Income (Loss) ---------------------------- 1999 1998 1997 ------ ------ ------ Tax provision based on the federal statutory rate (34.0)% 34.0% (34.0)% State taxes, net of federal benefit (3.1) 4.7 (3.9) Utilization of net operating losses -- (5.3) -- Foreign net operating losses with no benefit 0.8 -- 6.1 Research tax credits (2.4) (7.1) -- Foreign taxes 4.0 3.0 0.9 Change in valuation reserve 4.2 2.1 -- Foreign sales corporation benefit -- -- (1.4) Other 0.8 1.7 0.3 ------ ------ ------ (29.7)% 33.1% (32.0)% ====== ====== ====== As of December 31, 1999, the Company has net operating loss carryforwards for United States federal and foreign income tax purposes of approximately $15.7 million and $2.0 million, respectively. |
EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information concerning the executive officers of the Company: AGE AT POSITION NAME FEBRUARY 28, 1997 WITH THE COMPANY - ---- ----------------- ---------------- Arthur B. Sims 59 Chief Executive Officer and Chairman of the Board of Directors Charles W. Hull 57 Chief Operating Officer, President and Director Richard D. Balanson 47 Executive Vice President, Development and Manufacturing Gordon L. Almquist 47 Vice President, Finance and Chief Financial Officer A. Sidney Alpert 58 Vice President, General Counsel and Secretary Mark R. Bell 43 Vice President, Sales The Americas Richard P. Fedchenko 58 Vice President, Strategy and Market Development Eugen J. Geyer 47 Vice President, 3D Europe Robert E. Horrell 52 Vice President, Service Business The principal occupations of the executive officers of the Company are as follows: ARTHUR B. SIMS: Mr. Sims has served as Chief Executive Officer of the Company since August 1993 and, since September 1991, has also served as Chief Executive Officer of 3D Systems, Inc. From September 1990 to September 1991, Mr. Sims was an independent management consultant. |
(3) LEASES ------------ Total minimum lease payment receivable $4,402,152 Estimated unguaranteed residual value 358,783 ------------ Gross investment in leases 4,760,935 Unearned income (848,228) ------------ Total investment in leases $3,912,707 ------------ ------------ Short-term interest in leases $ 691,920 Long-term interest in leases $3,220,787 Future minimum lease payments to be received: 1997 $ 987,362 1998 1,117,606 1999 1,117,606 2000 915,968 2001 263,610 3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements (4) INVENTORIES Components of inventories at December 31, 1995 and 1996 are as follows: 1995 1996 ------------ ------------ Raw materials $ 2,100,269 $ 4,517,981 Work in process 2,022,565 1,226,627 Finished goods 2,504,483 6,564,980 ------------ ------------ $ 6,627,317 $12,309,588 ------------ ------------ ------------ ------------ (5) PROPERTY AND EQUIPMENT Property and equipment at December 31, 1995 and 1996 are summarized as follows: 1995 1996 ------------ ------------ Land and building $ 435,600 $ 4,613,051 Machinery and equipment 8,829,827 12,477,147 Office furniture and equipment 1,861,702 2,302,613 Leasehold improvements 1,617,215 1,809,169 Rented equipment 622,483 676,669 Construction in progress 2,133,289 461,010 ------------ ------------ 15,500,116 22,339,659 Less accumulated depreciation and amortization (6,559,545) (7,887,155) ------------ ------------ $ 8,940,571 $14,452,504 ------------ ------------ ------------ ------------ (6) LICENSES AND PATENT COSTS Licenses and patent costs, at December 31, 1995 and 1996 are summarized as follows: 1995 1996 ------------ ------------ Licenses, at cost $ 2,332,862 $ 2,582,862 Patent costs 4,382,093 4,852,087 ------------ ------------ 6,714,955 7,434,949 Less accumulated amortization (3,194,455) (3,774,381) ------------ ------------ $ 3,520,500 $ 3,660,568 ------------ ------------ ------------ ------------ (a) In 1995 and 1996, the Company incurred and capitalized $315,200 and $469,995, respectively, of costs to develop and extend patents in the United States, Japan, Europe and certain other countries and expensed previously capitalized patent costs of $97,431 and $341,302, respectively. |
3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements (9) ACCRUED LIABILITIES Accrued liabilities at December 31, 1995 and 1996 are as follows: 1995 1996 ------------ ------------ Payroll and related taxes $ 486,143 $ 926,645 Profit sharing contribution 200,000 229,966 Rent 383,158 368,575 Vacation 654,737 905,918 Commissions 1,016,341 839,251 Bonuses 917,413 812,412 Colorado relocation 850,000 98,122 Value Added Tax 67,270 80,784 Warranty 362,531 397,671 Legal fees 228,167 197,724 Deferred compensation 126,757 126,757 UVP royalties 567,916 674,182 Sales tax 52,033 414,660 Other 759,795 817,676 ------------ ------------- $6,672,261 $6,890,343 ------------ ------------- ------------ ------------- (10) OTHER LIABILITIES Other liabilities at December 31, 1995 and 1996 are as follows: 1995 1996 ------------ ------------- Royalty payable $ 950,000 $ 950,000 Retirement plan 310,735 329,039 Deferred compensation 146,494 15,380 Other 214,286 178,572 ------------ ------------- $1,621,515 $1,472,991 ------------ ------------- ------------ ------------- 3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements (11) LONG-TERM DEBT On August 20, 1996, the Company completed a $4.9 million variable rate industrial development bond financing of its Colorado facility. |
(14) INCOME TAXES The components of the Company's pretax income are as follows: 1994 1995 1996 ------------ ------------ ------------ Domestic $3,218,926 $6,417,867 $ 9,126,264 Foreign (29,920) (296,208) (2,294,243) ------------ ------------ ------------ Total $3,189,006 $6,121,659 $ 6,832,021 ------------ ------------ ------------ ------------ ------------ ------------ 3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements, Continued The components of the Company's net deferred tax assets are as follows: December 31, 1995 December 31, 1996 ----------------- ----------------- Deferred tax assets: Research tax credits $ 1,187,000 $ 1,985,000 Alternative minimum tax credits 272,000 360,000 California manufacturer credit -- 62,000 Net operating loss carryforwards 3,585,000 2,800,000 Inventory reserves 799,000 707,000 Accrued liabilities 1,466,000 1,228,000 Allowance for doubtful accounts 147,000 158,000 Patents and licenses 608,000 263,000 Property and equipment (excess tax basis over book basis) -- 304,227 Goodwill -- 206,000 Deferred compensation 58,000 57,000 ----------- ----------- Total deferred tax assets 8,122,000 8,130,227 Valuation allowance (837,000) (1,763,000) ----------- ----------- Net deferred tax assets 7,285,000 6,367,227 ----------- ----------- Deferred tax liabilities: Deferred lease revenue -- 1,328,000 Software development 33,000 250,000 Property and equipment (excess book basis over tax basis) 921,882 -- Other -- 10,000 ----------- ----------- Total deferred tax liabilities 954,882 1,588,000 ----------- ----------- Net deferred tax assets $ 6,330,118 $ 4,779,227 ----------- ----------- ----------- ----------- The valuation allowance for deferred taxes was increased by $926,000 during 1996 primarily due to foreign net operating losses. |
3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements, Continued The components of income tax expense (benefit) for the years ended December 31, 1994, 1995 and 1996 are as follows: 1994 1995 1996 ----------- ----------- ----------- Current: U.S. federal $ 92,000 $ 159,860 $ 417,733 State 31,000 32,657 244,080 Foreign 47,000 23,938 20,000 ----------- ----------- ----------- Total current 170,000 216,455 681,813 ----------- ----------- ----------- Deferred: U.S. federal (1,249,000) (2,760,000) 1,037,000 State (234,000) (283,000) 533,000 Foreign -- 30,882 (19,109) ----------- ----------- ----------- Total deferred (1,483,000) (3,012,118) 1,550,891 ----------- ----------- ----------- Total income tax expense (benefit) $(1,313,000) $(2,795,663) $ 2,232,704 ----------- ----------- ----------- ----------- ----------- ----------- The overall effective tax rate differs from the statutory federal tax rate for the years ended December 31, 1994, 1995 and 1996, as follows: % of Pretax Income 1994 1995 1996 ----------- ----------- ----------- Tax provision based on the federal statutory rate 34.0% 34.0% 34.0% Alternative minimum taxes 2.8 2.6 1.8 State taxes, net of federal benefit (4.2) (2.7) 7.5 Utilization of net operating losses (34.0) (34.0) (17.8) Foreign net operating losses with no benefit recognition 27.8 2.3 16.9 Research tax credits -- -- (11.7) Foreign taxes 1.5 .9 -- Recognition of deferred tax assets (69.1) (48.8) -- Other -- -- 2.0 ----------- ----------- ----------- (41.2)% (45.7)% 32.7% ----------- ----------- ----------- ----------- ----------- ----------- As of December 31, 1996, the Company has net operating loss carryforwards for United States federal income taxes and foreign income tax purposes of approximately $3,231,000 and $4,337,000, respectively. |
A summary of the Company’s significant accounting policies are described in Note 1 of the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. Our most critical accounting policies include: • valuation of accounts receivable, which impacts selling, general, and administrative expense; • valuation of inventory, which impacts cost of sales and gross margin; • the allocation of the purchase price of acquisitions to the fair value of acquired assets and liabilities, which impacts our depreciation and amortization costs; • the assessment of recoverability of depreciable and amortizable long-lived assets, which impacts the impairment of long-lived assets; • the assessment of recoverability of goodwill and other indefinite-lived intangible assets, which impacts the impairment of goodwill and intangible assets; • accounting for income taxes and deferred tax assets and liabilities, which impact the provision for income taxes; and, • accounting for derivatives and hedging activities, which impact other income (expense), other comprehensive income. |
The following table sets forth the primary products, applications, and end markets for each segment: Residential Products Segment Product Applications End Market Roof & foundation ventilation products Ventilation Residential: new construction; and repair and remodeling Mail and package storage (single and cluster) Mail and package delivery; secure storage Rain dispersion, trims and flashings, other accessories Water protection; sun protection Industrial and Infrastructure Products Segment Product Applications End Market Bar grating Walkways, platforms, safety barriers Discrete and process manufacturing; energy; power generation Expanded metal and perforated metal Barriers / fencing; walkways / catwalks; filtration; architectural facades; security Low-rise commercial; automotive Structural bearings and expansion joints for roads Preserve functionality under varying weight, wind, heat and seismic conditions Bridge and elevated highway construction We believe that we have established a reputation as an industry leader in both of our operating segments with respect to quality, service and innovation and have achieved strong competitive positions in our markets. |
Exhibits and Financial Statement Schedules (a) Documents filed as part of this report: (1) The following financial statements are included: (i) Report of Independent Registered Public Accounting Firm (ii) Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012, and 2011 (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2012, and 2011 (iv) Consolidated Balance Sheets as of December 31, 2013 and 2012 (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012, and 2011 (vi) Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2013, 2012, and 2011 (vii) Notes to Consolidated Financial Statements (2) The following Financial Statement Schedules for the years ended December 31, 2013, 2012, and 2011 are included in this Annual Report on Form 10-K: (i) Quarterly Unaudited Financial Data (included in notes to consolidated financial statements) Schedules other than those listed above are omitted because the conditions requiring their filing do not exist, or because the required information is provided in the consolidated financial statements, including the notes thereto. |
Our product offerings include a full line of bar grating and safety plank grating used in walkways, stairs, platforms, safety barriers, drainage covers, and ventilation grates; expanded and perforated metal used in walkways, catwalks, shelving, fencing, barriers, patio furniture, and other applications where both visibility and security are necessary; metal lath products used in exterior stucco, stone, and tile projects; fiberglass grating used in areas where high strength, light weight, low maintenance, and corrosion resistance are required; expansion joint systems, bearing assemblies, and pavement sealing systems used in bridge and elevated highway infrastructure construction; roof and foundation ventilation products and accessories; mail storage solutions, including single mailboxes and cluster boxes for multi-unit housing; roof edging, underlayment, and flashing; soffits and trim; drywall corner bead; coated coil stock; metal roofing and accessories; steel framing; and rain dispersion products, including gutters and accessories;, each of which can be sold separately or as an integral part of a package or program sale. |
Our product offerings include a full line of bar grating and safety plank grating used in walkways, platforms, safety barriers, drainage covers, and ventilation grates; expanded and perforated metal used in walkways, catwalks, shelving, fencing, barriers, patio furniture, and other applications where both visibility and security are necessary; metal lath products used in exterior stucco, stone, and tile projects; fiberglass grating used in areas where high strength, light weight, low maintenance, and corrosion resistance are required; expansion joint systems, bearing assemblies, and pavement sealing systems used in bridge and highway infrastructure construction; roof and foundation ventilation products and accessories; mail storage solutions, including single mailboxes and cluster boxes for multi-unit housing; roof edging, underlayment, and flashing; soffits and trim; drywall corner bead; coated coil stock; metal roofing and accessories; steel framing; rain dispersion products, including gutters and accessories; and lawn and garden products, each of which can be sold separately or as an integral part of a package or program sale. |
Exhibits and Financial Statement Schedules (a) Documents filed as part of this report: (1) The following financial statements are included: (i) Report of Independent Registered Public Accounting Firm (ii) Consolidated Statements of Operations for the Years Ended December 31, 2011, 2010, and 2009 (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2011, 2010, and 2009 (iv) Consolidated Balance Sheets as of December 31, 2011 and 2010 (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010, and 2009 (vi) Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2011, 2010, and 2009 (vii) Notes to Consolidated Financial Statements (2) The following Financial Statement Schedules for the years ended December 31, 2011, 2010, and 2009 are included in this Annual Report on Form 10-K: (i) Quarterly Unaudited Financial Data (included in notes to consolidated financial statements) Schedules other than those listed above are omitted because the conditions requiring their filing do not exist, or because the required information is provided in the consolidated financial statements, including the notes thereto. |
INCOME TAXES The components of (loss) income before income taxes from continuing operations consisted of the following for the years ended December 31 (in thousands): GIBRALTAR INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The (benefit of) provision for income taxes for the years ended December 31 consisted of the following (in thousands): The benefit of income taxes from discontinued operations for the years ended December 31 consisted of the following (in thousands): The (benefit of) provision for income taxes from continuing operations differs from the federal statutory rate of 35% for the years December 31 due to the following (in thousands): GIBRALTAR INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Deferred tax liabilities (assets) at December 31 consist of the following (in thousands): Net current deferred tax assets of $8,463,000 and $8,720,000 are included in other current assets in the consolidated balance sheet at December 31, 2009 and 2008, respectively. |
In addition our substantial degree of indebtedness could have other important consequences, including the following: • it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; • a substantial portion of our cash flows from operations are dedicated to the payment of principal and interest on our indebtedness and may not be available for other purposes, including our operations, capital expenditures and future business opportunities; • certain of our borrowings, including borrowings under our senior credit facility, are at variable rates of interest, exposing us to the risk of increased interest rates; • it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt; and • we may be vulnerable in a downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth. |
In addition our substantial degree of indebtedness could have other important consequences, including the following: • it may limit our ability to obtain additional equity financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; • a substantial portion of our cash flows from operations are dedicated to the payment of principal and interest on our indebtedness and may not be available for other purposes, including our operations, capital expenditures and future business opportunities; • certain of our borrowings, including borrowings under our senior credit facility, are at variable rates of interest, exposing us to the risk of increased interest rates; • it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt; and • we may be vulnerable in a downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth. |
Building products Processed metal Thermal processing Selected products/services • Mailboxes • Cold-rolled strip steel • Aluminum processing • Ventilation products • Steel strapping • Assembly, brazing, and • Structural connectors • Coated steel products heat treating of torque • Bar grating • Non-ferrous metals powder converters • Metal building • Processor of powdered accessories metal parts • Metal lath • Expanded metal Selected industries served • Retail home market • Power and hand tool • Automotive • Lumber hardware • General manufacturing • Building materials • Aerospace • Residential, commercial • Electronics and industrial • Automotive construction • Automotive supply • Consumer products • Commercial and residential metal building Selected customers • The Home Depot • Chrysler • Ford Motor Company • Lowe’s Companies • General Motors • General Motors • Menard Cashway Lumber • BorgWarner • Getrag • ABC Supply • Ford Motor Company • Eaton • Prime Source • 3M • Arrowhead Industries Note 17 of the Company’s consolidated financial statements included in Item 8 herein provides information related to the Company’s business segments in accordance with accounting principles generally accepted in the United States of America. |
In addition our substantial degree of indebtedness could have other important consequences, including the following: • it may limit our ability to obtain additional equity financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; • a substantial portion of our cash flows from operations are dedicated to the payment of principal and interest on our indebtedness and are not be available for other purposes, including our operations, capital expenditures and future business opportunities; • certain of our borrowings, including borrowings under our senior credit facility, are at variable rates of interest, exposing us to the risk of increased interest rates; • it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt; and • we may be vulnerable in a downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth. |
33-69304)) 10.12* Form of Stay Bonus Agreement dated October 1, 2000 between registrant and certain named executives (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001) 10.13 Fourth Amended and Restated Credit Agreement among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, JPMorgan Chase Bank, as Administrative Agent, and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002) 10.14 First Amendment, dated May 28, 1999, to the Partnership Agreement dated May 1988 among Samuel Pickling Management Company, Universal Steel Co., and Ruscon Steel Corp., creating Samuel Steel Pickling Company, a general partnership (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999) 10.15* Gibraltar 401(k) Plan Amendment and Restatement Effective October 1, 2004 as amended by the First, Second, and Third Amendments to the Amendment and Restatement Effective October 1, 2004, filed herewith 10.16* First Amendment, dated January 20, 1995, to Gibraltar Steel Corporation 401(k) Plan (Incorporated by reference to Exhibit 10.28 to the Company’s Annual report on Form 10-K for the year ended December 31, 1994) 10.17* The 2003 Gibraltar Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-3 (333-110313)) 10.18 Subordinated promissory note between Gibraltar Steel Corporation and CertainTeed Corporation (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003) 10.19 Credit Agreement among Gibraltar Industries, Inc., Gibraltar Steel Corporation of New York and KeyBank National Association and the other lenders named therein, dated as of April 1, 2005 (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed April 7, 2005) 10.20* Change in Control Agreement between the Company and Brian J. Lipke (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed April 13, 2005) 10.21* Change in Control Agreement between the Company and Henning Kornbrekke (incorporated by reference to Exhibit 10.02 to the Company’s Current Report on Form 8-K filed April 13, 2005) 10.22* Change in Control Agreement between the Company and David W. Kay (incorporated by reference to Exhibit 10.03 to the Company’s Current Report on Form 8-K filed April 13, 2005) 10.23* Gibraltar Industries, Inc. 2005 Equity Incentive Plan, (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed May 25, 2005) 10.24* Gibraltar Industries, Inc. 2005 Equity Incentive Plan Form of Award of Restricted Units (Long Term Incentive) (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed May 25, 2005) 10.25* Gibraltar Industries, Inc. 2005 Equity Incentive Plan Form of Award of Non-Qualified Option (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed May 25, 2005) 10.26* Gibraltar Industries, Inc. 2005 Equity Incentive Plan Form of Award (Retirement) (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K filed May 25, 2005) 10.27 Agreement and Plan of Merger among Alabama Metal Industries Corporation, Gibraltar Industries, Inc., Expansion Co., Inc. and the security holders named on the schedules thereto dated as of September 9, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 15, 2005) 10.28 Amendment No. |
1 to Credit Agreement among Gibraltar Industries, Inc., Gibraltar Steel Corporation of New York and KeyBank National Association and the other lenders named therein, dated as of September 9, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 15, 2005) 10.29 Term Loan Agreement among Gibraltar Industries, Inc., Gibraltar Steel Corporation of New York, KeyBank National Association and the lenders named therein, dated as of October 3, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 7, 2005) 10.30 Amended and Restated Credit Agreement, dated as of December 8, 2005, among the Company, Gibraltar Steel Corporation of New York, as co-borrower, the lenders parties thereto, KeyBank National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Harris Trust and Savings Bank, as co-documentation agent, HSBC Bank USA, National Association, as co-documentation agent, and Manufacturers and Traders Trust Company, as co-documentation agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 13, 2005) 10.31 Registration Rights Agreement, dated as of December 8, 2005, among the Company, the Guarantors and J.P. Morgan Securities Inc., McDonald Investments Inc. and Harris Nesbitt Corp., as initial purchasers of the Notes (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 13, 2005) Subsidiaries of the Registrant 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm 23.2 Consent of Independent Registered Accounting Firm 31.1 Certification of Chief Executive Officer and Chairman of the Board pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of President and Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.3 Certification of Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Location Utilization Square Footage Corporate Buffalo, New York Headquarters 24,490 * Processed Metal Products Cheektowaga, New York Cold-rolled strip steel processing and strapping products 148,000 Tonawanda, New York Cold-rolled strip steel and precision metals processing 128,000 Cleveland, Ohio Cold-rolled strip steel processing 259,000 Ithaca, New York Warehouse 24,000 * Durham, North Carolina Administrative office and powdered metal processing 148,000 Dearborn, Michigan Strapping tool products 3,000 Lackawanna, New York Materials management facility 65,000 Woodhaven, Michigan Materials management facility 100,000 Franklin Park, Illinois Precision metals processing 99,000 Birmingham, Alabama Precision metals processing 99,712 * Brownsville, Texas Warehouse 15,000 * Building Products Jacksonville, Florida Administrative office and building products manufacturing 261,400 * Miami, Florida Building products manufacturing 60,000 * Nashville, Tennessee Building products manufacturing 37,560 * Lakeland, Florida Warehouse 53,154 * San Antonio, Texas Administrative office and building products manufacturing 125,000 * Houston, Texas Building products manufacturing 48,000 * Vidalia, Georgia Warehouse 34,000 * Taylorsville, Mississippi Administrative office and building products manufacturing 54,215 Taylorsville, Mississippi Building products manufacturing 237,112 Enterprise, Mississippi Building products manufacturing 198,154 Appleton, Wisconsin Administrative office and building products manufacturing 100,262 Appleton, Wisconsin Building products manufacturing 42,582 Montgomery, Minnesota Administrative office and building products manufacturing 170,000 Livermore, California Building products manufacturing 101,000 * Rancho Cucamonga, California Warehouse 20,640 * North Wilkesboro, N. Carolina Warehouse 22,950 * Hainesport, New Jersey Warehouse 25,805 * Denver, Colorado Administrative office and building products manufacturing 89,560 * Omaha, Nebraska Warehouse 18,500 * Denver, Colorado Warehouse 29,422 * Largo, Florida Administrative office and building products manufacturing 100,000 Signal Hills, California Administrative office and building products manufacturing 10,000 * Lima, Ohio Administrative office and building products manufacturing 203,000 Coopersville, Michigan Administrative office and building products manufacturing 246,000 Ontario, California Administrative office and warehouse 41,140 * Fontana, California Building products manufacturing 37,500 * Las Vegas, Nevada Warehouse 8,750 * Hayward, California Warehouse 20,500 * Denver, Colorado Warehouse 11,232 * Kent, Washington Warehouse 31,500 * Escondido, California Warehouse 9,200 * Salt Lake City, Utah Warehouse 11,760 * Albuquerque, New Mexico Warehouse 8,275 * Sacramento, California Warehouse 41,160 * Phoenix, Arizona Warehouse 27,947 * Dallas, Texas Administrative office and building products manufacturing 128,476 * Clinton, Iowa Building products manufacturing 100,000 Lincolnton, N. Carolina Building products manufacturing 63,925 Peoria, Illinois Sales office 1,610 * Bensenville, Illinois Administrative office and building products manufacturing 38,000 * Bensenville, Illinois Administrative office and building products manufacturing 85,000 * Thornhill, Ontario Administrative office and building products manufacturing 60,500 * Thermal Processing Fountain Inn, S. Carolina Thermal processing 82,400 Reidsville, N. Carolina Thermal processing 53,500 Morristown, Tennessee Thermal processing 24,200 Conyers, Georgia Thermal processing 18,700 * Athens, Alabama Thermal processing 20,000 Coldwater, Michigan Administrative office and thermal processing 89,000 Fairfield, Ohio Administrative office and thermal processing 49,467 * Benton Harbor, Michigan Administrative office and thermal processing 55,000 Greensburg, Indiana Administrative office and thermal processing 30,000 South Bend, Indiana Administrative office and thermal processing 33,000 Rockford, Illinois Administrative office and thermal processing 40,000 Northlake, Illinois Administrative office and thermal processing 200,000 St. Marys, Pennsylvania Administrative office and thermal processing 50,100 Saginaw, Michigan Administrative office and thermal processing 60,000 * Kitchener, Ontario Administrative office and thermal processing 88,898 Kitchener, Ontario Thermal processing 47,868 * - Leased. |
PricewaterhouseCoopers LLP Buffalo, New York March 9, 2005 Income Shares Amount Capital Earnings Compensation Loss Shares Amount Equity Balance at December 31, 2001 18,910 $ $ 70,000 $ 150,578 $ (842) $ (1,578) - $ - $ 218,347 Comprehensive income (loss): Net income $ 23,854 - - - 23,854 - - - - 23,854 Other comprehensive loss: Foreign currency translation adjustment, net of tax of $0 (369) - - - - - - - - - Unrealized loss on interest rate swaps, net of tax of $629 (982) - - - - - - - - - Other comprehensive loss (1,351) - - - - - (1,351) - - (1,351) Total comprehensive income $ 22,503 Issuance of stock associated with public offering 4,725 50,663 - - - - - 50,710 Stock options exercised 2,302 - - - - - 2,304 Tax benefit from exercise of stock options - - - - - - - Cash dividends-$.103 per share - - - (2,466) - - - - (2,466) Issuance of restricted stock 1,303 - (782) - - - Earned portion of restricted stock - - - - - - - Forfeiture of restricted stock awards (23) - (348) - - - (68) Issuance of stock in connection with acquisition - - - - Balance at December 31, 2002 23,972 124,745 172,147 (1,086) (2,929) - 293,117 Comprehensive income (loss): Net income $ 26,953 - - - 26,953 - - - - 26,953 Other comprehensive income (loss): Foreign currency translation adjustment, net of tax of $637 1,346 - - - - - - - - Minimum pension liability adjustment, net of tax of $38 (58) - - - - - - - - - Unrealized gain on interest rate swaps, net of tax of $706 1,103 - - - - - - - - - Other comprehensive income 2,391 - - - - - 2,391 - - 2,391 Total comprehensive income $ 29,344 Issuance of stock associated with public offering 4,500 69,952 - - - - - 69,997 Stock options exercised 3,557 - - - - - 3,561 Tax benefit from exercise of stock options - - - - - - - Cash dividends-$.117 per share - - - (2,962) - - - - (2,962) Earned portion of restricted stock - - - - - - - Forfeiture of restricted stock awards ( 6) - (93) - - - (37) Balance at December 31, 2003 28,882 199,110 196,138 (818) (538) - 394,181 Comprehensive income (loss): Net income $ 50,782 - - - 50,782 - - - - 50,782 Other comprehensive income (loss): Foreign currency translation adjustment, net of tax of $319 - - - - - - - - - Minimum pension liability adjustment, net of tax of $43 (67) - - - - - - - - - Unrealized gain on interest rate swaps, net of tax of $841 1,315 - - - - - - - - - Other comprehensive income 2,206 - - - - - 2,206 - - 2,206 Total comprehensive income $ 52,988 Issuance of stock associated with public offering 5,043 - - - - - 5,047 Stock options exercised 4,549 - - - - - 4,553 Tax benefit from exercise of stock options - - 1,249 - - - - - 1,249 Cash dividends-$.146 per share - - - (4,335) - - - - (4,335) Earned portion of restricted stock - - - - - - - Forfeiture of restricted stock awards (12) - (186) - - - (93) Balance at December 31, 2004 29,625 $ $ 209,765 $ 242,585 $ (572) $ 1,668 $ - $ 453,743 The accompanying notes are integral part of these consolidated financial statements GIBRALTAR INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. |
33-69304)) 10.12* Change in Control Agreement dated July 9, 1998 between Registrant and Brian J. Lipke (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) 10.13* Form of Change in Control Agreement dated July 9, 1998 between Registrant and Carl P. Spezio (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) 10.14* Form of Stay Bonus Agreement dated October 1, 2000 between registrant and certain named executives (incorporated by reference to Exhibit 10.16 of the Company's Annual Report on Form 10-K for the year ended December 31, 2001) 10.15 Fourth Amended and Restated Credit Agreement among Gibraltar Steel Corporation , Gibraltar Steel Corporation of New York, JPMorgan Chase Bank, as Administrative Agent, and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002) 10.16 Senior secured note purchase agreement among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York and The Prudential Insurance Company of America (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on form 10-Q for the quarter ended September 30, 2002) 10.17 Senior subordinated note purchase agreement among Gibraltar Steel Corporation , Gibraltar Steel Corporation of New York and The Prudential Insurance Company of America (incorporated by reference to Exhibit 10.2 to the Company's quarterly report on form 10-Q for the quarter ended September 30, 2002) 10.18 First Amendment, dated May 28, 1999, to the Partnership Agreement dated May 1988 among Samuel Pickling Management Company, Universal Steel Co., and Ruscon Steel Corp., creating Samuel Steel Pickling Company, a general partnership (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999) 10.19* Gibraltar 401(k) Plan Amendment and Restatement Effective October 1, 2004 as amended by the First, Second, and Third Amendments to the Amendment and Restatement Effective October 1, 2004, filed herewith 10.20* First Amendment, dated January 20, 1995, to Gibraltar Steel Corporation 401(k) Plan (Incorporated by reference to Exhibit 10.28 to the Company's Annual report on Form 10-K for the year ended December 31, 1994) 10.21* The 2003 Gibraltar Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-3 (333-110313)) 10.22 Subordinated promissory note between Gibraltar Steel Corporation and CertainTeed Corporation (Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003) 10.23 Senior secured note purchase agreement among Gibraltar Steel Corporation of New York, Gibraltar Steel Corporation, and Prudential Life Insurance Company of America dated June 18, 2004 (Incorporated by reference to Exhibit 10.1 to the registrants quarterly report on Form 10-Q for the quarter ended June 30, 2004) |
Location Utilization Square Footage Corporate Buffalo, New York Headquarters 23,000 * Processed Steel Products Cheektowaga, New York Cold-rolled strip steel processing and strapping products 148,000 Tonawanda, New York Cold-rolled strip steel and precision metals processing 128,000 Cleveland, Ohio Cold-rolled strip steel processing 259,000 Ithaca, New York Warehouse 14,325 * Dearborn, Michigan Strapping tool products 3,000 Lackawanna, New York Materials management facility 65,000 * Woodhaven, Michigan Materials management facility 100,000 Franklin Park, Illinois Precision metals processing 99,000 Birmingham, Alabama Precision metals processing 97,920 * Brownsville, Texas Warehouse 15,000 * Building Products Jacksonville, Florida Administrative office and building products manufacturing 261,400 * Miami, Florida Building products manufacturing 77,000 * Nashville, Tennessee Building products manufacturing 52,500 * San Antonio, Texas Administrative office and building products manufacturing 125,000 * Houston, Texas Building products manufacturing 39,000 * Vidalia, Georgia Warehouse 34,000 * Taylorsville, Mississippi Administrative office and building products manufacturing 54,215 Taylorsville, Mississippi Building products manufacturing 237,112 Enterprise, Mississippi Building products manufacturing 198,154 Appleton, Wisconsin Administrative office and building products manufacturing 100,262 Appleton, Wisconsin Building products manufacturing 42,582 Montgomery, Minnesota Administrative office and building products manufacturing 170,000 Livermore, California Building products manufacturing 103,470 * Rancho Cucamonga, California Warehouse 20,640 * North Wilkesboro, N. Carolina Warehouse 22,950 * Hainesport, New Jersey Warehouse 10,800 * Denver, Colorado Administrative office and building products manufacturing 90,000 * Omaha, Nebraska Warehouse 18,500 * Largo, Florida Administrative office and building products manufacturing 100,000 Lima, Ohio Administrative office and building products manufacturing 203,000 Coopersville, Michigan Administrative office and building products manufacturing 246,000 Ontario, California Administrative office and warehouse 41,140 * Fontana, California Building products manufacturing 37,500 * Las Vegas, Nevada Warehouse 4,560 * Hayward, California Warehouse 20,500 * Denver, Colorado Warehouse 11,232 * Kent, Washington Warehouse 10,000 * Escondido, California Warehouse 9,200 * Salt Lake City, Utah Warehouse 11,760 * Albuquerque, New Mexico Warehouse 8,275 * Sacramento, California Warehouse 41,160 * Phoenix, Arizona Warehouse 11,000 * Dallas, Texas Administrative office and building products manufacturing 128,476 * Clinton, Iowa Building products manufacturing 100,000 Lincolnton, N. Carolina Building products manufacturing 63,925 Peoria, Illinois Sales office 1,610 * Heat Treating Fountain Inn, S. Carolina Heat treating 82,400 Reidsville, N. Carolina Heat treating 53,500 Arden, N. Carolina Heat treating 22,000 * Morristown, Tennessee Heat treating 24,200 Conyers, Georgia Heat treating 18,700 * Athens, Alabama Heat treating 20,000 Coldwater, Michigan Administrative office and heat treating 89,000 Fairfield, Ohio Administrative office and heat treating 49,467 * Benton Harbor, Michigan Administrative office and heat treating 55,000 Greensburg, Indiana Administrative office and heat treating 30,000 South Bend, Indiana Administrative office and heat treating 33,000 Rockford, Illinois Administrative office and heat treating 40,000 Northlake, Illinois Administrative office and heat treating 200,000 St. Marys, Pennsylvania Administrative office and heat treating 50,100 Kitchener, Ontario Administrative office and heat treating 88,898 Kitchener, Ontario Heat treating 47,868 * Leased. |
Location Utilization Square Footage Corporate Buffalo, New York Headquarters 23,000 * Processed Steel Products Cheektowaga, New York Cold-rolled strip steel processing and strapping products 148,000 Tonawanda, New York Cold-rolled strip steel and precision metals processing 128,000 Cleveland, Ohio Cold-rolled strip steel processing 259,000 Ithaca, New York Warehouse 14,300 * Dearborn, Michigan Strapping tool products 3,000 Lackawanna, New York Materials management facility 65,000 * Woodhaven, Michigan Materials management facility 100,000 Franklin Park, Illinois Precision metals processing 99,000 Birmingham, Alabama Precision metals processing 97,900 * Brownsville, Texas Distribution Warehouse 15,000 * Troy, Michigan Sales office * Building Products Jacksonville, Florida Administrative office and building products manufacturer 261,400 * Miami, Florida Building products manufacturing 77,000 * Tampa, Florida Building products manufacturing 50,000 * Nashville, Tennessee Building products manufacturing 52,500 * San Antonio, Texas Building products manufacturing 125,000 * Houston, Texas Building products manufacturing 42,000 * Vidalia, Georgia Warehouse 34,000 * Taylorsville, Mississippi Building products manufacturing 54,000 Taylorsville, Mississippi Building products manufacturing 238,700 Enterprise, Mississippi Building products manufacturing 198,100 Appleton, Wisconsin Building products manufacturing 100,300 Appleton, Wisconsin Building products manufacturing 42,600 Montgomery, Minnesota Administrative office and building products manufacturing 115,600 Montgomery, Minnesota Building products manufacturing 22,000 * Livermore, California Building products manufacturing 103,500 * Rancho Cucamonga, California Warehouse 20,600 * North Wilkesboro, N. Carolina Building products manufacturing 23,000 * North Wilkesboro, N. Carolina Administrative Office * Hainesport, New Jersey Warehouse 10,800 * Denver, Colorado Administrative Office and building products manufacturing 90,000 * Denver, Colorado Building products manufacturing 30,000 * Omaha, Nebraska Warehouse 18,500 * Largo, Florida Building products manufacturing 100,000 Lima, Ohio Building products manufacturing 203,000 Coopersville, Michigan Building products manufacturing 246,000 Heat Treating Fountain Inn, S. Carolina Heat treating 82,400 Reidsville, N. Carolina Heat treating 53,500 Arden, N. Carolina Heat treating 22,000 * Charlotte, N. Carolina Administrative office 3,400 * Morristown, Tennessee Heat treating 24,200 Conyers, Georgia Heat treating 18,700 * Athens, Alabama Heat treating 20,000 Coldwater, Michigan Administrative office and heat treating 89,000 Benton Harbor, Michigan Administrative office and heat treating 55,000 Benton Harbor, Michigan Warehouse 25,000 * Greensburg, Indiana Heat treating 30,000 South Bend, Indiana Heat treating 33,000 Rockford, Illinois Heat treating 40,000 Northlake, Illinois Administrative office and heat treating 200,000 St. Marys, Pennsylvania Administrative office and heat treating 50,100 Kitchener, Ontario Administrative office and heat treating 88,900 Kitchener, Ontario Heat treating 47,900 * - Leased. |
Options outstanding at December 31, 2002 consisted of: Range of Exercise Prices Options Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price $10.00 - $14.07 428,396 4.3 years $12.44 314,796 $11.85 $15.63 - $22.50 478,812 4.9 years $19.06 478,812 $19.06 907,208 ===== 4.6 years $15.93 793,608 ====== $16.20 The following table summarizes information about stock option transactions: Options Outstanding Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price Balance at December 31, 1999 922,706 $16.44 528,819 $14.88 Granted 270,250 14.07 Exercised (2,255) 15.52 Forfeited (30,107) 17.68 Balance at December 31, 2000 1,160,594 $15.86 686,582 $15.72 Granted - - Exercised (39,914) 14.76 Forfeited (46,000) 17.19 Balance at December 31, 2001 1,074,680 $15.84 817,742 $16.08 Granted - - Exercised (151,283) 15.23 Forfeited 16,189) 16.12 Balance at December 31, 2002 907,208 ======== $15.93 793,608 $16.20 At December 31, 2002, 793,608 options were vested and exercisable, of which 550,184 options had an exercise price below the $19.04 per share market price of the Company's common stock. |
Location Utilization Square Footage Corporate Buffalo, New York Headquarters 23,000* Processed Steel Products Cheektowaga, New York Cold-rolled strip steel processing and strapping products 148,000 Tonawanda, New York Cold-rolled strip steel and precision metals processing 128,000 Cleveland, Ohio Cold-rolled strip steel processing 259,000 Ithaca, New York Warehouse 14,300* Dearborn, Michigan Strapping tool products 3,000 Lackawanna, New York Materials management facility 65,000* Woodhaven, Michigan Materials management facility 100,000 Franklin Park, Illinois Precision metals processing 99,000 Birmingham, Alabama Precision metals processing 97,900* Brownsville, Texas Distribution warehouse 15,000* Troy, Michigan Sales office 800* Building Products Jacksonville, Florida Administrative office and building products manufacturing 261,400* Miami, Florida Building products manufacturing 77,000* Tampa Florida Building products manufacturing 50,000* Nashville, Tennessee Building products manufacturing 52,500* San Antonio, Texas Building products manufacturing 120,000* Houston, Texas Building products manufacturing 42,000* Vidalia, Georgia Warehouse 34,000* Taylorsville, Mississippi Building products manufacturing 54,000 Taylorsville, Mississippi Building products manufacturing 238,700 Enterprise, Mississippi Building products manufacturing 194,300 Appleton, Wisconsin Building products manufacturing 100,300 Appleton, Wisconsin Building products manufacturing 42,600 Joplin, Missouri Warehouse 45,400 Montgomery, Minnesota Administrative office and building products manufacturing 115,600 Montgomery, Minnesota Building products manufacturing 22,000* Livermore, California Building products manufacturing 103,500* Rancho Cucamonga, California Warehouse 20,600* North Wikesboro, N. Carolina Building products manufacturing 23,000* North Wikesboro, N. Carolina Administrative office 900* Hainesport, New Jersey Warehouse 15,000* Denver, Colorado Administrative office and building products manufacturing 90,000* Denver, Colorado Building products manufacturing 30,000* Largo, Florida Building products manufacturing 100,000 Holland, Ohio Administrative office 3,500* Lima, Ohio Building products manufacturing 203,000 Coopersville, Michigan Building products manufacturing 246,000 Heat Treating Fountain Inn, S. Carolina Heat treating 82,400 Reidsville, N. Carolina Heat treating 53,500 Arden, N. Carolina Heat treating 20,400* Charlotte, N. Carolina Administrative office 3,400* Morristown, Tennessee Heat treating 24,200 Conyers, Georgia Heat treating 18,700* Athens, Alabama Heat treating 20,000 Coldwater, Michigan Administrative office and heat treating 89,000 Benton Harbor, Michigan Administrative office and heat treating 56,700 Benton Harbor, Michigan Warehouse 25,000* Greensburg, Indiana Heat treating 30,000* South Bend, Indiana Heat treating 33,900 Rockford, Illinois Warehouse 15,600 Rockford, Illinois Heat treating 54,400 Northlake, Illinois Administrative office and heat treating 200,000* St. Marys, Pennsylvania Administrative office and heat treating 50,100 * - Leased. |
Financial Statements and Supplementary Data Page Number Index to Financial Statements: Financial Statements: Report of Independent Accountants Consolidated Balance Sheet at December 31, 2001 and 2000 Consolidated Statement of Income for the three years ended December 31, 2001 Consolidated Statement of Cash Flows for the three years ended December 31, 2001 Consolidated Statement of Shareholders' Equity for the three years ended December 31, 2001 Notes to Consolidated Financial Statements Supplementary Data: Quarterly Unaudited Financial Data Report of Independent Accountants To the Board of Directors and Shareholders of Gibraltar Steel Corporation In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Gibraltar Steel Corporation and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. |
Options outstanding at December 31, 2001 consisted of: Range of Exercise Prices Options Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price $10.00-$14.07 499,576 4.3 years $12.39 314,176 $11.41 $15.63-$22.50 575,104 4.9 years $18.82 503,566 $18.99 1,074,680 ======= 4.6 years $15.84 817,742 ====== $16.08 The following table summarizes information about stock option transactions: Options Outstanding Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price Balance at December 31, 1998 996,630 $16.24 406,993 $13.30 Granted 10,000 20.56 Exercised (72,474) 13.99 Forfeited (11,450) 18.54 Balance at December 31, 1999 922,706 $16.44 528,819 $14.88 Granted 270,250 14.07 Exercised (2,255) 15.52 Forfeited (30,107) 17.68 Balance at December 31, 2000 1,160,594 $15.86 686,582 $15.72 Granted - - Exercised (39,914) 14.76 Forfeited (46,000) 17.19 Balance at December 31, 2001 1,074,680 ======= $15.84 817,742 $16.08 Tax benefits of $40,000 and $111,000 realized in the years ended December 31, 2001 and 1999, respectively, associated with the exercise of certain stock options have been credited to additional paid-in-capital. |
10.17 Third Amended and Restated Credit Agreement dated September 29, 2000 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent, and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000) 10.18 First Amendment, dated May 28, 1999, to the Partnership Agreement dated May 1988 among Samuel Pickling Management Company, Universal Steel Co., and Ruscon Steel Corp., creating Samuel Steel Pickling Company, a general partnership (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999) 10.19 First Amendment dated March 30, 2001 to Third Amended and Restated Credit Agreement dated September 29, 2000 among to Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as administrative Agent, and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001). |
Square Owned or Location Utilization Footage Leased Buffalo, New York Headquarters 23,000 Leased Cheektowaga, New York Cold-rolled strip steel processing and strapping products 148,000 Owned Tonawanda, New York Cold-rolled strip steel and precision metals processing 128,000 Owned Cleveland, Ohio Cold-rolled strip steel processing 259,000 Owned Ithaca, New York Warehouse 14,300 Leased Dearborn, Michigan Strapping tool products 3,000 Owned Lackawanna, New York Materials management facility 65,000 Leased Woodhaven, Michigan Materials management facility 100,000 Owned Franklin Park, Illinois Precision metals processing 99,000 Owned Birmingham, Alabama Precision metals processing 97,900 Leased Brownsville, Texas Distribution warehouse 15,000 Leased Troy, Michigan Sales office 800 Leased Fountain Inn, S. Carolina Heat treating 82,400 Owned Reidsville, N. Carolina Heat treating 53,500 Owned Arden, N. Carolina Heat treating 20,400 Leased Charlotte, N. Carolina Administrative office 3,400 Leased Morristown, Tennessee Heat treating 24,200 Owned Conyers, Georgia Heat treating 18,700 Leased Athens, Alabama Heat treating 20,000 Owned Coldwater, Michigan Administrative office and heat treating 89,000 Owned Benton Harbor, Michigan Administrative office and heat treating 56,700 Owned Benton Harbor, Michigan Warehouse 25,000 Leased Greensburg, Indiana Heat treating 30,000 Leased South Bend, Indiana Heat treating 33,900 Owned Rockford, Illinois Heat treating 15,600 Owned Rockford, Illinois Heat treating 54,400 Owned Northlake, Illinois Administrative office and heat treating 200,000 Leased Jacksonville, Florida Administrative office and construction products manufacturing 261,400 Leased Miami, Florida Construction products manufacturing 77,000 Leased Tampa, Florida Construction products manufacturing 50,000 Leased Nashville, Tennessee Construction products manufacturing 52,500 Leased San Antonio, Texas Construction products manufacturing 120,000 Leased Houston, Texas Construction products manufacturing 42,000 Leased Vidalia, Georgia Warehouse 34,000 Leased Taylorsville, Mississippi Construction products manufacturing 54,000 Owned Taylorsville, Mississippi Construction products manufacturing 238,700 Owned Port Gibson, Mississippi Warehouse 40,000 Leased Enterprise, Mississippi Construction products manufacturing 194,300 Owned Appleton, Wisconsin Construction products manufacturing 100,300 Owned Appleton, Wisconsin Construction products manufacturing 42,600 Owned Joplin, Missouri Construction products manufacturing 45,400 Owned Montgomery, Minnesota Administrative office and construction products manufacturing 115,600 Owned Montgomery, Minnesota Construction products manufacturing 22,000 Leased LeCenter, Minnesota Construction products manufacturing 15,000 Leased Livermore, California Construction products manufacturing 103,500 Leased Rancho Cucamonga, California Warehouse 20,600 Leased North Wilkesboro, N. Carolina Construction products manufacturing 23,000 Leased North Wilkesboro, N. Carolina Administrative office 900 Leased Hainesport, New Jersey Warehouse 15,000 Leased Denver, Colorado Administrative office and construction products manufacturing 90,000 Leased Denver, Colorado Construction products manufacturing 30,000 Leased Largo, Florida Administrative office and construction products manufacturing 100,000 Owned Holland, Ohio Administrative office 3,500 Leased Lima, Ohio Construction products manufacturing 203,000 Owned Coopersville, Michigan Construction products Manufacturing 246,000 Owned Item 3. |
Selected Financial Data (in thousands, except per share data) Year Ended December 31, 2000 1999 1998 1997 1996 Net Sales $ 677,540 $ 621,918 $ 557,944 $449,700 $ 342,974 EBITDA 81,080 72,921 57,788 41,081 36,863 Income from operations 59,892 55,469 44,455 32,603 30,617 Interest expense 18,942 13,439 11,389 5,115 3,827 Income before income taxes 40,950 42,030 33,066 27,488 26,790 Income taxes 16,585 17,022 13,226 11,072 10,815 Net income 24,365 25,008 19,840 16,416 15,975 Net income per share-Basic $ 1.94 $ 1.99 $ 1.59 $ 1.33 $ 1.42 Weighted average shares outstanding-Basic 12,577 12,540 12,456 12,357 11,261 Net income per share-Diluted $ 1.92 $ 1.95 $ 1.57 $ 1.30 $ 1.39 Weighted average shares outstanding-Diluted 12,685 12,806 12,651 12,591 11,464 Cash dividends per common share $ 0.115 $ 0.125 $ - $ - $ - Current assets $ 187,594 $ 182,591 $ 175,834 $130,746 $ 109,526 Current liabilities 55,187 69,668 51,598 43,101 40,853 Total assets 556,046 522,080 438,435 281,336 222,507 Total debt 255,853 236,621 200,746 83,024 49,841 Shareholders' equity 208,348 185,459 160,308 140,044 121,744 Capital expenditures $ 19,619 $ 21,999 $ 22,062 $ 21,784 $ 15,477 Depreciation 17,212 14,613 11,221 7,475 5,581 Amortization 3,976 2,839 2,112 1,003 665 Item 7. |
Financial Statements and Supplementary Data Page Number Index to Financial Statements: Financial Statements: Report of Independent Accountants 19 Consolidated Balance Sheet at December 31, 2000 and 1999 20 Consolidated Statement of Income for the three years ended December 31, 2000 21 Consolidated Statement of Cash Flows for the three years ended December 31, 2000 22 Consolidated Statement of Shareholders' Equity for the three years ended December 31, 2000 23 Notes to Consolidated Financial Statements 24 Supplementary Data: Quarterly Unaudited Financial Data 33 Report of Independent Accountants To the Board of Directors and Shareholders of Gibraltar Steel Corporation In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Gibraltar Steel Corporation and its subsidiaries at December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. |
INCOME TAXES The provision for income taxes consists of the following: (in thousands) 2000 1999 1998 Current tax expense Federal $ 9,507 $ 12,332 $ 9,749 State 1,826 2,307 1,784 Total current 11,333 14,639 11,533 Deferred tax expense Federal 4,593 2,040 1,628 State 659 343 65 Total deferred 5,252 2,383 1,693 Total provision $ 16,585 $ 17,022 $ 13,226 ===== ===== ===== Deferred tax liabilities (assets) at December 31, consist of the following: (in thousands) 2000 1999 Depreciation $ 33,773 $ 29,460 Goodwill 3,167 1,770 Other 1,002 1,685 Gross deferred tax liabilities 37,942 32,915 State taxes (1,652) (1,382) Other (4,504) (4,999) Gross deferred tax assets (6,156) (6,381) Net deferred tax liabilities $ 31,786 $ 26,534 ===== ===== The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to income before taxes as a result of the following differences: (in thousands) 2000 1999 1998 Statutory U.S. tax rates $14,333 $14,711 $11,573 Increase in rates resulting from: State and local taxes, net 1,615 1,723 1,202 Other 637 588 451 $16,585 $17,022 $13,226 ===== ===== ===== Cash paid for income taxes, net of tax refunds, in the years ended December 31, 2000, 1999 and 1998 was $16,189,000, $11,857,000 and $9,180,000, respectively. |
Square Owned Location Utilization Footage or Leased Buffalo, New York Headquarters 23,000 Leased Cheektowaga, New York Cold-rolled strip steel processing and strapping products 148,000 Owned Tonawanda, New York Cold-rolled strip steel and precision metals processing 128,000 Owned Cleveland, Ohio Cold-rolled strip steel processing 259,000 Owned Dearborn, Michigan Strapping tool products 3,000 Owned Lackawanna, New York Materials management facility 65,000 Leased Woodhaven, Michigan Materials management facility 100,000 Owned Franklin Park, Illinois Precision metals processing 99,000 Owned Birmingham, Alabama Precision metals processing 97,900 Leased Chattanooga, Tennessee Precision metals processing 65,000 Owned Brownsville, Texas Distribution warehouse 15,000 Leased Troy, Michigan Sales office 800 Leased Fountain Inn, S. Carolina Heat treating 77,400 Owned Reidsville, N. Carolina Heat treating 53,500 Owned Arden, N. Carolina Heat treating 20,400 Leased Charlotte, N. Carolina Administrative office 3,400 Leased Morristown, Tennessee Heat treating 24,200 Owned Conyers, Georgia Heat treating 18,700 Leased Athens, Alabama Heat treating 20,000 Owned Coldwater, Michigan Administrative office and heat treating 89,000 Owned Benton Harbor, Michigan Administrative office and heat treating 56,700 Owned Benton Harbor, Michigan Warehouse 25,000 Leased Greensburg, Indiana Heat treating 30,000 Leased South Bend, Indiana Heat treating 33,900 Owned Rockford, Illinois Heat treating 15,600 Owned Rockford, Illinois Heat treating 54,400 Owned Northlake, Illinois Administrative office and heat treating 200,000 Leased Jacksonville, Florida Administrative office and construction products manufacturing 261,400 Leased Miami, Florida Construction products manufacturing 77,000 Leased Tampa, Florida Construction products manufacturing 50,000 Leased Nashville, Tennessee Construction products manufacturing 52,500 Leased San Antonio, Texas Construction products manufacturing 70,000 Leased Houston, Texas Construction products manufacturing 48,200 Leased Vidalia, Georgia Warehouse 34,000 Leased Taylorsville, Mississippi Construction products manufacturing 53,600 Owned Taylorsville, Mississippi Construction products manufacturing 238,700 Owned Port Gibson, Mississippi Warehouse 40,000 Leased Enterprise, Mississippi Construction products manufacturing 194,300 Owned Appleton, Wisconsin Construction products manufacturing 100,300 Owned Appleton, Wisconsin Construction products manufacturing 42,600 Owned Joplin, Missouri Construction products manufacturing 45,400 Owned Montgomery, Minnesota Administrative office and construction products manufacturing 115,600 Owned Montgomery, Minnesota Construction products manufacturing 22,000 Leased LeCenter, Minnesota Construction products manufacturing 15,000 Leased Livermore, California Construction products manufacturing 103,500 Leased Rancho Cucamonga, California Warehouse 20,600 Leased North Wilkesboro, N. Carolina Construction products manufacturing 23,500 Leased Hainesport, New Jersey Warehouse 10,800 Leased Denver, Colorado Administrative office and construction products manufacturing 90,000 Leased Largo, Florida Administrative office and construction products manufacturing 100,000 Owned Item 3. |
Selected Financial Data (in thousands, except per share data) Year Ended December 31, 1999 1998 1997 1996 1995 Net Sales $ 621,918 $ 557,944 $ 449,700 $ 342,974 $ 282,833 Income from operations 55,469 44,455 32,603 30,617 20,368 Interest expense 13,439 11,389 5,115 3,827 3,984 Income before income taxes 42,030 33,066 27,488 26,790 16,384 Income taxes 17,022 13,226 11,072 10,815 6,662 Net income 25,008 19,840 16,416 15,975 9,722 Net income per share-Basic $ 1.99 $ 1.59 $ 1.33 $ 1.42 $ .96 Weighted average shares outstanding-Basic 12,540 12,456 12,357 11,261 10,164 Net income per share-Diluted $ 1.95 $ 1.57 $ 1.30 $ 1.39 $ .95 Weighted average shares outstanding-Diluted 12,806 12,651 12,591 11,464 10,213 Cash dividends per common share $ .125 $ - $ - $ - $ - Current assets $ 182,591 $ 175,834 $ 130,746 $ 109,526 $ 86,995 Current liabilities 69,668 51,598 43,101 40,853 29,480 Total assets 522,080 438,435 281,336 222,507 167,423 Total debt 236,621 200,746 83,024 49,841 59,054 Shareholders' equity 185,459 160,308 140,044 121,744 70,244 Capital expenditures $ 21,999 $ 22,062 $ 21,784 $ 15,477 $ 14,504 Depreciation 14,613 11,221 7,475 5,581 4,196 Amortization 2,839 2,112 1,003 665 342 Item 7. |
Financial Statements and Supplementary Data Page Number Index to Financial Statements: Financial Statements: Report of Independent Accountants 19 Consolidated Balance Sheet at December 31, 1999 and 1998 20 Consolidated Statement of Income for the three years ended December 31, 1999 21 Consolidated Statement of Cash Flows for the three years ended December 31, 1999 22 Consolidated Statement of Shareholders' Equity for the three years ended December 31, 1999 23 Notes to Consolidated Financial Statements 24 Supplementary Data: Quarterly Unaudited Financial Data 33 Report of Independent Accountants To the Board of Directors and Shareholders of Gibraltar Steel Corporation In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Gibraltar Steel Corporation and its subsidiaries at December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. |
INCOME TAXES The provision for income taxes consists of the following: (in thousands) 1999 1998 1997 Current tax expense Federal $ 12,332 $ 9,749 $ 7,514 State 2,307 1,784 1,331 Total current 14,639 11,533 8,845 Deferred tax expense Federal 2,040 1,628 2,036 State 343 65 191 Total deferred 2,383 1,693 2,227 Total provision $ 17,022 $ 13,226 $ 11,072 ====== ====== ====== Deferred tax liabilities (assets) at December 31, consist of the following: (in thousands) 1999 1998 Depreciation $ 29,460 $ 25,088 Goodwill 1,770 916 Inventory method change 740 1,344 Other 945 1,095 Gross deferred tax liabilities 32,915 28,443 State taxes (1,382) (1,062) Other (4,999) (3,849) Gross deferred tax assets (6,381) (4,911) Net deferred tax liabilities $ 26,534 $ 23,532 ====== ====== The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to income before taxes as a result of the following differences: (in thousands) 1999 1998 1997 Statutory U.S. tax rates $ 14,711 $ 11,573 $ 9,621 Increase in rates resulting from: State and local taxes, net 1,723 1,202 989 Other 588 451 462 $17,022 $13,226 $ 11,072 ====== ====== ====== Cash paid for income taxes, net of tax refunds, in the years ended December 31, 1999, 1998 and 1997 was $11,857,000, $9,180,000 and $9,100,000, respectively. |
33-69304)) 10.15* Changed in Control Agreement dated July 9, 1998 between Registrant and Brian J. Lipke (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) Exhibit Sequentially Number Exhibit Numbered Page 10.16* Form of Change in Control Agreement dated July 9, 1998 between Registrant and each of Neil E. Lipke, Eric R. Lipke, Walter T. Erazmus, Joseph A. Rosenecker, Carl P. Spezio and Andrew S. Tsakos (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) 10.17 Second Amended and Restated Credit Agreement dated August 16, 1999 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent, and various financial institutions that are signatories thereto 40 10.18 First Amendment, dated November 1, 1999, to the Second Amended and Restated Credit Agreement dated August 16, 1999 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent, and various financial institutions that are signatories thereto 117 10.19 Second Amendment, dated December 1, 1999, to the Second Amended and Restated Credit Agreement dated August 16, 1999 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent, and various financial institutions that are signatories thereto 125 10.20 First Amendment, dated May 28, 1999, to the Partnership Agreement dated May 1988 among Samuel Pickling Management Company, Universal Steel Co., and Ruscon Steel Corp., creating Samuel Steel Pickling Company, a general partnership 130 10.21* Gibraltar Steel Corporation 401(k) Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No. |
Square Owned or Location Utilization Footage Leased Buffalo, New York Headquarters 23,000 Leased Buffalo, New York Precision metals processing; warehouse 207,000 Owned Cheektowaga, New York Cold-rolled strip steel processing and strapping products 148,000 Owned Tonawanda, New York Cold-rolled strip steel and precision metals processing 128,000 Owned Lackawanna, New York Materials management facility 65,000 Leased Dearborn, Michigan Strapping tool products 3,000 Owned Woodhaven, Michigan Materials management facility 100,000 Owned Franklin Park, Illinois Coated sheet steel and precision metals processing 99,000 Owned Birmingham, Alabama Coated sheet steel and precision metals processing 97,900 Leased Cleveland, Ohio Cold-rolled strip steel processing 259,000 Owned Chattanooga, Tennessee Steel processing 65,000 Owned Brownsville, Texas Distribution warehouse 15,000 Leased Troy, Michigan Sales office 800 Leased Fountain Inn, S. Carolina Heat treating services 77,400 Leased Reidsville, N. Carolina Heat treating services 53,500 Leased Morristown, Tennessee Heat treating services 24,200 Owned Conyers, Georgia Heat treating services 18,700 Leased Athens, Alabama Heat treating services 20,000 Leased Charlotte, N. Carolina Administrative office 3,400 Leased Benton Harbor, Michigan Administration office and heat treating services 56,700 Owned Benton Harbor, Michigan Warehouse 25,000 Leased South Bend, Indiana Heat treating services 33,900 Owned Rockford Illinois Heat treating services 15,600 Owned Rockford, Illinois Heat treating services 54,400 Owned Jacksonville, Florida Administrative office and construction products manufacturing 261,400 Leased Miami, Florida Construction products manufacturing 77,000 Leased Tampa, Florida Construction products manufacturing 50,000 Leased Nashville, Tennessee Construction products manufacturing 52,500 Leased San Antonio, Texas Construction products manufacturing 70,000 Leased Houston, Texas Construction products manufacturing 48,200 Leased Vidalia, Georgia Construction products manufacturing 34,000 Leased Taylorsville, Mississippi Construction products manufacturing 53,600 Owned Taylorsville, Mississippi Construction products manufacturing 238,700 Owned Enterprise, Mississippi Construction products manufacturing 194,300 Owned Appleton, Wisconsin Construction products manufacturing 100,300 Owned Appleton, Wisconsin Construction products manufacturing 42,600 Owned Joplin, Missouri Construction products manufacturing 45,400 Owned Montogomery, Minnesota Administrative office and construction products manufacturing 115,600 Owned Montogomery, Minnesota Construction products manufacturing 22,000 Leased LeCenter, Minnesota Construction products manufacturing 15,000 Leased Livermore, California Construction products manufacturing 103,500 Leased North Wilkesboro, N.Carolina Warehouse 23,500 Leased Hainesport, New Jersey Warehouse 10,800 Leased Item 3. |
Financial Statements and Supplementary Data Page Number Index to Financial Statements: Financial Statements: Report of Independent Accountants 20 Consolidated Balance Sheet at December 31, 1998 and 1997 21 Consolidated Statement of Income for the three years ended December 31, 1998 22 Consolidated Statement of Cash Flows for the three years ended December 31, 1998 23 Consolidated Statement of Shareholders' Equity for the three years ended December 31, 1998 24 Notes to Consolidated Financial Statements 25 Supplementary Data: Quarterly Unaudited Financial Data 35 Report of Independent Accountants To the Board of Directors and Shareholders of Gibraltar Steel Corporation In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Gibraltar Steel Corporation and its subsidiaries at December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. |
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