UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR | |
| For Period Ended: September 30, 2024 | ||
| ☐ Transition Report on Form 10-K | ||
| ☐ Transition Report on Form 20-F | ||
| ☐ Transition Report on Form 11-K | ||
| ☐ Transition Report on Form 10-Q | ||
| For the Transition Period Ended: | ||
Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.
|
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
3D Systems Corporation
Full Name of Registrant
N/A
Former Name if Applicable
333 Three D Systems Circle
Address of Principal Executive Office (Street and Number)
Rock Hill, South Carolina 29730
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☐ | (a) | The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; | ||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
3D Systems Corporation (the “Company”) is unable to complete its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “Form 10-Q”), within the prescribed period without unreasonable effort or expense to the Company. The Company has determined that additional time, resources and effort are required to complete work related to the financial reporting and close procedures with respect to the Form 10-Q. Specifically, the delay in filing has been caused by the need for an interim valuation of goodwill and long-lived assets, triggered by recent performance of the Company’s stock and market volatility as of September 30, 2024. The Company is updating the key inputs and estimates used to perform its interim valuation of goodwill and long-lived assets and assess the corresponding results. These processes require significant resources from the Company’s financial, accounting and administrative personnel.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | |||||||||||
| Jeffrey D. Creech | (803) | 326-3900 | ||||||||||
| (Name) | (Area Code) | (Telephone Number) | ||||||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ | |||||||||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐ | |||||||||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||||||||
On November 13, 2024, the Company furnished a Current Report on Form 8-K to the Securities and Exchange Commission that included a press release announcing the Company’s preliminary revenue results for the third quarter ended September 30, 2024.
As reflected in the Company’s press release:
| • | Revenue for the third quarter ended September 30, 2024 was $112.9 million, compared to revenue of $123.8 million for the third quarter ended September 30, 2023. The decline of revenue compared to the same period last year primarily reflects lower printer sales due to macroeconomic factors that negatively impacted hardware systems demand and decreases in services, partially offset by growth in material sales. Additionally, third quarter revenues were negatively affected by customer delays in the closing of certain key transactions, which were not fully completed until early in fourth quarter 2024. |
Due to delays in finalizing certain financial and other related data in the Form 10-Q, primarily for the reasons described above in Part III, the Company is unable to provide a reasonable estimate of its results of operations for the third quarter ended September 30, 2024 or the anticipated changes from corresponding prior period results, other than with respect to the Company’s revenue for the third quarter ended September 30, 2024.
The Company is still reviewing and finalizing its financial results for the third quarter ended September 30, 2024; therefore, these are preliminary results based on the Company’s current expectations. These preliminary financial results are subject to change. Actual results may differ materially.
Cautionary Notice Regarding Forward-Looking Statements
This Form 12b-25 includes information that constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding the anticipated timing of announcement of the Company’s financial results for the fiscal quarter ended September 30, 2024, and the Company’s expectations with respect to its results of operations for the fiscal quarter ended September 30, 2024. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the risk that additional or different information may become known prior to the expected filing of the Form 10-Q. Other risks affecting the Company are discussed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.
3D Systems Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | November 13, 2024 | By: | /s/ Jeffrey D. Creech | |||||||
| Name: Jeffrey D. Creech | ||||||||||
| Title: Executive Vice President and Chief Financial Officer |
