UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
or
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
or
¨
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ........................................
Commission file number 001-35751
STRATASYS LTD.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Israel
(Jurisdiction of incorporation or Organization)
c/o Stratasys, Inc
1 Holtzman Street,
5995 Opus Parkway
Science Park
Minnetonka,
P.O. Box 2496
Minnesota
Rehovot,
55343
Israel
76124
(Address of Principal Executive Offices)
Richard Garrity, Chief Business Unit Officer
Tel: (952) 937-3000
E-mail: rich.garrity@stratasys.com
5995 Opus Parkway, Minnetonka, Minnesota 55343
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Trading Symbol
Name of each exchange on which registered
Ordinary Shares, par value NIS 0.01 per share
SSYS
Nasdaq Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the
annual report:
71,716,159 Ordinary Shares, NIS 0.01 par value, (which excludes 266,018 Treasury shares), at December 31, 2024.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company.
See definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Emerging Growth Company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section
13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No☒
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
1
USE OF TRADE NAMES
1
CERTAIN TERMS AND CONVENTIONS
1
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.
2
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE.
2
ITEM 3. KEY INFORMATION
2
ITEM 4. INFORMATION ON THE COMPANY
36
ITEM 4A. UNRESOLVED STAFF COMMENTS
75
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
76
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
100
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
130
ITEM 8. FINANCIAL INFORMATION
136
ITEM 9. THE OFFER AND LISTING
137
ITEM 10. ADDITIONAL INFORMATION
138
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
149
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
149
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
150
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
150
ITEM 15. CONTROLS AND PROCEDURES.
150
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
151
ITEM 16B. CODE OF ETHICS
151
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
152
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
152
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
152
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
153
ITEM 16G. CORPORATE GOVERNANCE
153
ITEM 16H. MINE SAFETY DISCLOSURE
154
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
154
ITEM 16J. INSIDER TRADING POLICIES
154
ITEM 16K. CYBERSECURITY
154
PART III
ITEM 17. FINANCIAL STATEMENTS.
157
ITEM 18. FINANCIAL STATEMENTS
157
ITEM 19. EXHIBITS.
152
SIGNATURES
153
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included or incorporated by reference in this annual report may be deemed to be “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange
Act of 1934. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,”
“anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are
identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that
contain projections of results of operations or of financial condition and all statements (other than statements of historical facts) that address activities,
events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking
statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-
looking statements include, among other things:
•
the extent of our success at introducing new or improved products and solutions that gain market share;
•
the extent of growth of the 3D printing market generally;
•
global macro-economic factors and their impact on our industry, including relatively high interest rates, any lingering inflationary conditions,
potentially unfavorable currency exchange rates and tight credit conditions, which could continue to reduce the capital expenditure budgets of our
customers and potential customers;
•
changes in our overall strategy, including as related to the focused restructuring actions that we have been implementing to streamline operations
and enhance our go-to-market strategy;
•
the impact of shifts in prices or margins of the products that we sell or services we provide, including due to a shift towards lower margin products
or services;
•
the impact of competition and new technologies, and developments involving competitors in our industry, which could impact potential merger
and acquisition activity involving us and other companies in our industry;
•
whether we successfully complete the PIPE transaction whereby Fortissimo Capital will invest $120 million in our company, which could impact
our available capital for value-enhancing, inorganic opportunities in the 3D printing industry;
•
impairments of goodwill or other intangible assets in respect of companies that we acquire;
•
the extent of our success at efficiently and successfully integrating the operations of various companies that we have acquired or may acquire;
•
the degree of our success at locating and acquiring additional value-enhancing, inorganic technology that furthers our business plan to lead in the
realm of polymers;
•
the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on our supply
chain and distribution network and consequently, our ability to successfully sell both our existing and newly-launched 3D printing products;
•
global market, political and economic conditions, and in the countries in which we operate in particular;
•
the degree to which our company’s operations remain resistant to potential adverse effects of Israel’s war against the terrorist organization Hamas
and Hezbollah, and, intermittently, Iran and the Houthis in Yemen;
•
government regulations and approvals;
•
litigation and regulatory proceedings;
•
infringement of our intellectual property rights by others (including for replication and sale of consumables for use in our systems), or
infringement of others’ intellectual property rights by us;
•
potential cyber attacks against, or other breaches to, our information technologies systems;
•
the extent of our success at maintaining our liquidity and financing our operations and capital needs;
•
impact of tax regulations on our results of operations and financial conditions; and
•
those factors referred to in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and
Financial Review and Prospects”, as well as in other portions of this annual report.
Readers are urged to carefully review and consider the various disclosures made throughout this annual report and in our other reports filed with or
furnished to the SEC, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of
operations and prospects.
Any forward-looking statements in this annual report are made as of the date hereof, and we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
USE OF TRADE NAMES
Unless the context otherwise indicates or requires, "Stratasys", "PolyJet", "J8 Series", "J850", "J55", "J35", "Vero", "TrueDent", "FDM", "Fortus",
“F3300”, "F900", "F370", "Fortus 450mc", "F123 Series", "F770", "Origin", "Origin One", "P3", "Stratasys Direct Manufacturing", "GrabCAD",
"GrabCAD Print", "GrabCAD Shop", "GrabCAD Streamline Pro", "OpenAM", "DentaJet", "MediJet", "Digital Anatomy", "TissueMatrix", "GelMatrix",
"BoneMatrix", "Neo", "Neo800", "Neo450", "H350", "H Series", "SAF", "Somos", "WaterShed", "PerFORM", "Addigy" and all product names and
trade names used by us in this annual report are our trademarks and service marks, which may be registered in certain jurisdictions. Although we have
sometimes omitted the “®” and “TM” trademark designations for such marks in this annual report, all rights to such trademarks and service marks are
nevertheless reserved. Furthermore, the Stratasys Signet design logo is our property. This annual report contains additional trade names, trademarks and
service marks of other companies. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a
relationship with, or endorsement or sponsorship of us by, these other companies.
1
CERTAIN TERMS AND CONVENTIONS
In this annual report, unless the context otherwise requires:
•
references to "Stratasys", "our company", "the Company", "the consolidated company", "the registrant", "we", "us", and "our" refer to Stratasys
Ltd. (formerly known as Objet Ltd.), and its consolidated subsidiaries;
•
references to "Objet" generally refer to Objet Ltd. and its consolidated subsidiaries prior to the effective time of the Stratasys, Inc.- Objet Ltd.
merger on December 1, 2012. We may also use "Objet" to refer to the line of products previously sold by Objet Ltd. and the related current,
ongoing operations that have continued following the Stratasys, Inc.-Objet Ltd. merger.
•
references to “Stratasys, Inc." generally refer to Stratasys, Inc., a Delaware corporation, and its consolidated subsidiaries prior to the effective time
of the Stratasys, Inc.- Objet Ltd. merger, but sometimes (as the context requires) refer to the current, ongoing operations of our Stratasys, Inc.
subsidiary;
•
references to “ordinary shares”, “our shares” and similar expressions refer to our Ordinary Shares, par value NIS 0.01 per share;
•
references to “dollars”, “U.S. dollars”, “U.S. $” and “$” are to United States Dollars;
•
references to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency;
•
references to the “articles” or “amended articles” are to our Amended and Restated Articles of Association, which became effective upon the
closing of the Stratasys, Inc.- Objet Ltd. merger, as subsequently amended;
•
references to the “Companies Law” are to the Israeli Companies Law, 5759-1999, as amended;
•
references to the “Securities Act” are to the Securities Act of 1933, as amended;
•
references to the “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
•
references to “Nasdaq” are to the Nasdaq Stock Market; and
•
references to the “SEC” are to the United States Securities and Exchange Commission.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION.
A. [Reserved]
B. Capitalization and Indebtedness.
Not applicable.
C. Reasons for the Offer and Use of Proceeds.
Not applicable.
2
D. Risk Factors.
You should carefully consider the risks described below, together with all of the other information in this annual report on Form 20-F. The risks
described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial
may also materially and adversely affect our business operations. If any of these risks actually materializes, our business, financial condition and results
of operations could suffer and the price of our shares could decline.
Summary of Risk Factors:
The following constitutes a summary of the material risks relevant to an investment in our company:
Risks related to our business and financial condition
•
We may not succeed at introducing new or improved products and solutions that gain market share.
•
Our annual and quarterly operating results and financial condition may fluctuate.
•
Demand for our products and services may not grow as we expect.
•
The 3D printing market generally may not grow as we expect.
•
Global macro-economic factors such as relatively high interest rates and any lingering inflationary conditions, may have material adverse
consequences for our operations, financial position, and cash flows, primarily by continuing to reduce the capital expenditure budgets of our
customers and potential customers.
•
Declines in the prices of our products and services, or in our volume of sales, together with our relatively inflexible cost structure, may adversely
affect our financial results.
•
The focused restructuring actions that we have been implementing to streamline operations and enhance our go-to-market strategy do not
guarantee significant improvements to our results of operations over the long term.
•
To the extent that other companies are successful in developing or marketing consumables for use in our systems, our revenues and profits would
likely be adversely affected.
•
If our product mix shifts too far into lower margin products or our revenues mix shifts significantly towards our additive manufacturing (“AM”)
services business, our profitability could be reduced.
•
Competition and new technologies may cut into our market share, especially if any competitors in our industry combine with one another
successfully.
•
Impairments of goodwill or other intangible assets in respect of companies that we acquire would adversely impact our results of operations for the
periods in which they occur.
•
Our failure to successfully consummate acquisitions of, or investments in, new business, technologies, products or services, to integrate them into
our existing company, or to realize from them expected performance, may adversely affect our financial results.
•
Our operations could suffer if we are unable to attract and retain key management, directors or other key employees.
•
Global interruptions and delays involving freight carriers and other third parties may interfere with our supply chain and distribution network and
frustrate our ability to sell our existing and new products.
•
If we do not maximize our recurring stream of revenues from the sale of consumables and service contracts, our operating results may be
adversely affected.
•
New import tariffs imposed by the United States and retaliatory responses from other countries could significantly increase the prices we pay for
raw materials and adversely impact demand for our products and services in industries and countries in which our affected customers operate.
•
Global market, political and economic conditions, and in the countries in which we operate in particular, could adversely impact our operating
results.
•
Potential hostile actions by a shareholder or other third party, including a potential additional unsolicited tender offer, or a potential additional
attempt to remove and replace our directors with its own nominees, could materially adversely impact our shareholders’ investment in our
company and could also strain our cash resources.
•
Significant disruptions of our information technology systems, including management information systems for inventory management and
distribution, or breaches of our data security could adversely affect our business.
•
We own a number of our manufacturing and office facilities, which may limit our ability to move our operations.
Risks related to our intellectual property
•
Infringement of our intellectual property rights by others (including for replication and sale of consumables for use in our systems), or
infringement of others’ intellectual property rights by us, could lead to litigation, could necessitate a redesign of our products to avoid use of
certain technology, and may have an adverse impact on our financial results.
•
If we are unable to obtain patent protection for our products or otherwise protect our intellectual property rights, our business could suffer.
•
As our patents expire, additional competitors using our technology could enter the market, which could offer competitive printers and
consumables, require us to reduce our prices for our products and result in lost sales.
Risks related to operations in Israel
•
Israel’s war against the terrorist organizations Hamas and Hezbollah and, intermittently, Iran, and its hostilities with additional regional terrorist
groups may adversely affect our operations.
•
Exchange rate fluctuations between the U.S. dollar and the New Israeli Shekel (in particular), the Euro, the Yen and other non-U.S. currencies
may negatively affect the earnings of our operations.
•
We are currently eligible for Israeli government tax benefits in respect of our Israeli operations. If we do not meet several conditions for receipt of
those benefits, or if the Israeli government otherwise decides to eliminate those benefits, they may be terminated or reduced.
Risks related to an investment in our ordinary shares
•
The market price of our ordinary shares may be subject to fluctuation, regardless of our operating results and financial condition. As a result, our
shareholders could incur substantial losses.
•
The market price of our ordinary shares has experienced significant decline over time, and we cannot guarantee when and whether it will recover.
•
There are risks associated with our share repurchase program.
•
We do not anticipate paying any cash dividends in the foreseeable future.
Risks related to our business and financial condition
We may not be able to introduce new 3D printers, high-performance systems and consumables acceptable to customers or to improve the technology,
software or consumables used in our current systems in response to changing technology and end-user needs.
We derive most of our revenues from the sale of additive manufacturing systems and related consumables. The markets in which we operate are
subject to rapid and substantial innovation and technological change, mainly driven by technological advances and end-user requirements and
preferences, as well as the emergence of new standards and practices. Our ability to compete in these markets depends, in large part, on our success in
enhancing our existing products and developing new additive manufacturing systems and new consumables that will address the increasingly
sophisticated and varied needs of prospective end-users, and respond to technological advances and industry standards and practices on a cost-effective
and timely basis or otherwise gain market acceptance. In keeping with our strategic goal of strengthening our position in polymers and in the fast-
growing mass production parts market, we acquired Origin Laboratories, Inc., or Origin, and its P3™ Programmable PhotoPolymerization technology in
December 2020, which we believe will help to further strengthen our position in that area. In order to further expand our polymer suite of solutions
across the product life cycle, in 2021, we acquired UK-based RP Support Ltd., or RPS, a provider of industrial stereolithography 3D printers and
solutions, and Xaar 3D Ltd., or Xaar, and its powder-based SAF™ technology, thereby accelerating our growth in production-scale 3D printing.
Even if we successfully utilize new acquired technologies or organically developed technologies to create new systems or enhance our existing
systems, it is likely that new systems and technologies that we develop will eventually supplant our existing systems or that our competitors will create
systems that will replace our systems. As a result, any of our products may be rendered obsolete or uneconomical by our or others’ technological
advances.
Our operating results and financial condition may fluctuate.
The operating results and financial condition of our company have fluctuated from quarter to quarter and year to year and are likely to continue to
vary due to a number of factors, many of which will not be within our control. We do not always have visibility as to the expected movements of the
global economy and, consequently, as to the expected changes in our operating results over time. This began during the COVID pandemic, during which
we began analyzing our quarterly results on a linear basis, comparing consecutive quarters with one another, in addition to comparing each quarter with
the corresponding quarter of the previous year, thereby enabling us to track the most updated economic trends and their impact on our operating
results.After having suspended providing quarterly or annual guidance in the second quarter of 2020, we returned to providing guidance (initially, on a
more limited basis) in subsequent years. However, if our operating results do not meet that guidance or the expectations of securities analysts or
investors, the market price of our ordinary shares will likely decline, as occurred following our announcement of our operating results for each of the
first two quarters of 2024.
3
Fluctuations in our operating results and financial condition may be due to a number of factors, including the latest global economic developments
concerning inflation, interest rates and unemployment, as well as those additional factors listed below and those identified throughout this “Risk Factors”
section:
•
the degree of market acceptance of our products and services, particularly in the fast-growing sector of mass production parts;
•
the mix of products and services that we sell during any period;
•
the geographic distribution of our sales;
•
our responses to price competition;
•
long sales cycles;
•
unforeseen liabilities or difficulties in integrating our acquisitions or newly acquired businesses;
•
changes in the amount that we spend to develop, acquire or license new products, consumables, technologies or businesses;
•
changes in the amounts that we spend to promote our products and services;
•
changes in the cost of satisfying our warranty obligations and servicing our installed base of systems;
•
delays between our expenditures to develop and market new or enhanced systems and consumables and the generation of sales from those
products;
•
delays in orders of our products from period to period due to outside factors, such as U.S. government shutdowns, which may delay orders by U.S.
government agencies or other end-users whose business activities are heavily dependent on U.S. government agency contracts;
•
global interruptions and delays involving freight carriers and other third parties, which may interfere with our supply chain and distribution
network and frustrate our ability to sell our existing and new products;
•
development of new competitive products and services by others, and whether those products and services draw from our market share;
•
difficulty in predicting sales patterns and reorder rates that may result from multi-tier distribution strategy associated with new product categories
such as entry level desktop 3D printers;
•
impairment charges that we may be required to record in respect of our goodwill and/or other long-lived assets;
•
potential cyber attacks against, or other breaches to, our information technologies systems;
•
litigation or threats of litigation, including intellectual property claims by third parties;
•
changes in accounting rules and tax laws;
•
tax benefit that we may record due to partial or full release of valuation allowances against our deferred tax assets;
•
general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing; and
•
changes in dollar-shekel and dollar-Euro exchange rates that affect the value of our net assets, revenues and expenditures from and/or relating to
our activities carried out in those currencies;
4
Due to all of the foregoing factors, and the other risks discussed in this annual report, you should not rely on quarter-over-quarter and year-over-year
comparisons of our operating results as an indicator of our future performance.
If demand for our products and services, or in the 3D printing market generally, does not grow as expected, our revenues may stagnate or decline
and our profitability may be adversely affected.
The commercial marketplace for prototyping and manufacturing, which was once dominated by conventional production technologies, is gradually
adopting additive manufacturing as a new production technology. This is true with respect to prototype development, and to a growing extent, with
respect to direct digital manufacturing, or DDM, as an alternative to traditional manufacturing. If the commercial marketplace does not continue to
transform towards the broader acceptance of 3D printing and DDM as alternatives for prototype development and traditional manufacturing, or if it
adopts 3D printing based on technologies other than the technologies that we use, we may not be able to increase or sustain current or future levels of
sales of our products and related materials and services, and our results of operations may be adversely affected as a result.
Adverse macro-economic trends such as inflation and relatively high interest rates have had adverse impacts, and may continue to adversely impact,
our sales, our business, results of operations and financial condition.
The global economic environment has been adversely impacting our revenues and results of operations in recent periods. The lingering impact of
inflation, which, while having declined recently, was high in recent years and increased the prices of goods and services, has eaten into the capital
budgets of our customers and potential customers, who have less money to invest in our systems. Relatively high interest rates, which were implemented
by central banks to curb inflation, while having been reduced partially recently, have worsened credit/financing conditions for our customers and
adversely impacted their ability to purchase our products. In certain cases, shifts in interest rates have impacted investor preferences as to investments in
different countries, which has triggered shifts in exchange rates between various currencies, which has, in turn, exerted an unsteady impact on our results
of operations.
Since 2022, these macro-economic trends have been adversely impacting our target markets and our results of operations.
In light of these uncertainties, we continue to utilize cost-control measures that we first implemented in February 2020, when the COVID-19
pandemic began, some of which we have maintained in place since that time. Our restructuring program, announced in August 2024, attempts to
counteract negative macroeconomic trends with greater efficiency on our part, including a downsize in our workforce by approximately 15% in the last
four months of 2024 and a decision to focus on the highest growth potential products, materials and software solutions.
While we believe that in light of our restructuring plan, we remain well-positioned to withstand the current adverse macro-economic trends, given our
balance sheet (primarily due to our cash reserves and lack of debt) and our emphasis on operational efficiencies and execution, we continue to monitor
the situation, assessing further implications for our operations, supply chain, liquidity, cash flow and customer orders, in an effort to mitigate potential
new adverse consequences should they arise. However, there is no assurance that we will continue to succeed at doing so.
Given the uncertainties associated with macroeconomic conditions, it is difficult to fully predict the magnitude of their effects on our, and our
business partners’, business, financial condition and results of operations.
5
The guidance that we provide for 2025 and for future periods (including medium term guidance) may lack the degree of certainty that we once had in
providing guidance, due to the number of variables surrounding the current macro-economic environment.
The trends associated with the current economic environment may also have the effect of amplifying many of the other risks described herein.
Declines in the prices of our products and services, or in our volume of sales, together with our relatively inflexible cost structure and increased costs
of producing and selling our products, may adversely affect our financial results.
Our business is subject to price competition. Such price competition may adversely affect our ability to maintain the same degree of profitability,
especially during periods of decreased demand. Decreased demand also adversely impacts the volume of our systems sales. If our business is not able to
offset price reductions resulting from these pressures, or decreased volume of sales due to contractions in the market, by improved operating efficiencies
and reduced expenditures, then our operating results will be adversely affected.
Certain of our operating costs are fixed and cannot readily be reduced, which diminishes the positive impact of our reorganization programs on our
operating results. As the market for our products has slowed in recent periods, and the 3D printing market has not grown as much as expected, if that
trend were to continue, we would be faced with excess manufacturing capacity and excess related costs that cannot readily be reduced, which will
adversely impact our results of operations. The impact of higher inflation in recent years on the cost of producing and selling our products has also made
it more difficult for us to maintain our profit margins and thereby also adversely impacting our results of operations.
The focused restructuring actions that we have been implementing to streamline operations and enhance our go-to-market strategy may not yield
significant enhancement to our short-term revenues.
Our focused restructuring program, announced in August 2024 and implemented since that time, attempts to counteract negative macroeconomic
trends with greater efficiency on our part, including a downsize in our workforce by approximately 15% in the last four months of 2024 and a decision to
focus on the highest growth potential use cases, products, materials and software solutions.
While we believe that this restructuring program enables us to withstand current challenging macro-economic conditions, by emphasizing operational
efficiencies, execution and better profitability, there is no guarantee that we will see a significant improvement in our revenues over the short term.
Ultimately, to a certain extent, we are impacted by the market for 3D printing generally and need that market to return to its prior trend of growth for our
revenues to once again grow, which would also improve our other measures of operating performance. In the interim, we continue to monitor the
situation, assessing further implications of the relatively stagnant period for 3D printing for our operations, supply chain, liquidity, cash flow and
customer orders, in an effort to mitigate potential new adverse consequences should they arise. There is no guarantee as to when capital spending in the
3D printing will recover.
6
To the extent that other companies are successful in developing or marketing consumables for use in our systems, our revenues and profits would
likely be adversely affected.
We sell a substantial portion of the consumables used in our systems. Our consumables have been a source of increased revenues for us. We attempt
to protect against replication of our proprietary consumables through differentiation patents and trade secrets and provide that warranties on those
systems may be invalid if customers use non-genuine consumables. We have also acquired companies that sell our materials, as a means to broaden our
official materials offerings. Other companies have nevertheless developed and sold, and may continue to develop and sell, consumables that are used
with our systems, which may reduce our consumables sales and impair our overall revenues and profitability.
If our product mix shifts too far into lower margin products or our revenues mix shifts significantly towards our AM services business, our
profitability could be reduced.
Sales of certain of our existing products have higher margins than others. For instance, some of our high-end systems and related consumables yield a
greater gross margin than our entry-level systems. Sales of our entry-level systems may displace sales of our other systems. If sales of our entry-level
systems have the effect of reducing sales of our higher margin products, or if for any other reason, our product mix shifts too far into lower margin
products, and we are not able to sufficiently reduce the engineering, production and other costs associated with those products or substantially increase
the sales of those products, our profitability could be reduced. A similar negative impact on our gross margins could result due to a significant shift
towards revenues generated by our AM parts service business, Stratasys Direct, which are characterized by lower margins relative to our products.
The markets in which we participate are competitive. Our failure to compete successfully could cause our revenues and the demand for our products
to decline.
We compete with a wide variety of producers of systems that create end-use parts, 3D printed models, prototypes, manufacturing aids, and medical
guides and end-use parts as well as producers of materials, services and software for these systems, including both additive and subtractive
manufacturing methodologies, such as metal extrusion, computer-controlled machining and manual modeling techniques. Our leading 3D systems
competitors currently consists of other manufacturers of systems for prototype development and manufacturing processes, including Formlabs, 3D
Systems Corporation, Carbon, HP, EOS GmbH, Markforged and Desktop Metal, as well as new entrants such as Bambu Lab. For our AM parts and
services business, our leading competitors include of 3D Systems, Materialise, Protolabs and other service providers. We may face additional
competition in the future from other new entrants into the marketplace, including companies that may have significantly greater resources than we have
that may become new market entrants or may enter through acquisition or strategic or marketing partnerships with current competitors.
Some of our current and potential competitors have longer operating histories and more extensive name recognition than we have and may also have
greater financial, marketing, manufacturing, distribution and other resources than we have. Current and future competitors may be able to respond more
quickly to new or emerging technologies and changes in end-user demands and to devote greater resources to the development, promotion and sale of
their products than we can. Our current and potential competitors may develop and market new technologies that render our existing or future products
obsolete, unmarketable or less competitive (whether from a price perspective or otherwise). Some of our current and potential competitors are engaged
in value adding acquisitions, such as the prospective acquisition, by Nano Dimension Ltd., or Nano, of Desktop Metal (announced in July 2024) and
Markforged (announced in September 2024), each of which, if completed, would create a more significant player.
7
We cannot assure that we will be able to maintain or enhance our current competitive position or continue to compete successfully against current and
future sources of competition
If additional goodwill or other intangible assets that we have recorded become impaired, we could have to take future charges against earnings
As of December 31, 2024, the carrying value of all of our goodwill and other intangible assets was approximately $205.3 million compared to a
carrying value of $227.8 million as of December 31, 2023.
Under accounting principles generally accepted in the United States of America, or GAAP, we are required to review goodwill for impairment
annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Intangible assets are
generally amortized into earning based on their useful life, but are also reviewed for impairment whenever events or changes in circumstances indicate
that their carrying value may not be recoverable.
Any impairment to our goodwill and intangible assets in the future could result in further significant charges against our earnings and could have a
material adverse effect on our results of operations. For further information, please see Notes 8 and 9 to our consolidated financial statements included
elsewhere in this annual report.
8
As part of our growth strategy, we have sought, and will continue to seek, to acquire or to make investments in other businesses, patents,
technologies, products or services. Our failure to do so successfully (including, if applicable, to finance such acquisitions or investments on
favorable terms, to avoid adverse financial consequences, and to realize expected results from such acquisitions, investments or divestments) may
adversely affect our financial results.
Our growth strategy, which we sometimes refer to as our “North Star” strategy, is focused on providing a complete portfolio offering of products and
services within additive manufacturing, initially in polymers, and after which we expect to add other areas, including metal printing, in the near future. In
order to implement this strategy, we expect to continue to regularly evaluate acquisitions or investments to expand our suite of products and services.
Even if we are able to identify a suitable acquisition or investment, we may not be able to consummate any such transaction if we cannot reach an
agreement on favorable terms or if we lack sufficient resources to finance the transaction on our own and cannot obtain financing at a reasonable cost or
if regulatory authorities prevent such transaction from being consummated. If we proceed with a particular acquisition or investment, we may have to
use cash, issue new equity securities with dilutive effects on existing shareholders, incur indebtedness, assume contingent liabilities or amortize assets or
expenses in a manner that might have a material adverse effect on our financial condition, results of operations or liquidity. Acquisitions will also require
us to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings
in the period in which an acquisition is consummated. In addition, we could also face unknown liabilities or write-offs due to our acquisitions and
investments, which could result in a significant charge to our earnings in the period in which they occur. We will also be required to record goodwill or
other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any
such period. If an acquired entity or investment does not perform as projected and in accordance with our expectations, and is not accretive to our
earnings, it may adversely impact our overall results of operations and hurt, rather than help, our business. We may decide to divest the acquired assets
in such a situation, in order to generate cash or even merely to stop potential future losses.
Our operations could suffer if we are unable to attract and retain key management or other key employees in the Israeli market or other markets in
which we operate where competition for highly skilled technical and other personnel is intense.
Our success depends upon the continued service and performance of our senior management and other key personnel. Our executive team is critical to
the management of our business and operations, as well as to the development of our strategy. The loss of the services of any members of our senior
executive team could delay or prevent the successful implementation of our strategy, or our commercialization of new applications for our systems or
other products, or could otherwise adversely affect our ability to manage our company effectively and carry out our business plan. Towards the end of
2024, as part of our organizational restructuring, we reduced the size of our Core Leadership Team. There can be no assurance that we will be able to
maintain our small Leadership Team in the future, and if we need to fill additional management positions in the future, that we will be able to rapidly do
so, without any adverse impact on our operations.
Our dependence on key employees extends beyond our senior executive team, to our highly skilled scientific, technical (including software) and sales
personnel. Our principal research and development as well as significant elements of our general and administrative activities are conducted at one of our
two headquarters. In Israel, we face significant competition for suitably skilled employees in Israel. While there has been intense competition for
qualified human resources in the Israeli high-tech industry historically (including the additive manufacturing, or AM, industry in which we operate), the
industry experienced record growth and activity in the last couple of years, both at the earlier stages of venture
9
capital and growth equity financings, and at the exit stage of initial public offerings and mergers and acquisitions. This flurry of growth and activity has
caused an increase in job openings in both Israeli high-tech companies and Israeli research and development centers of foreign companies, and
intensification of competition between these employers to attract qualified employees in Israel. As a result, the high-tech industry in Israel has
experienced significant levels of employee attrition and is currently facing a shortage of skilled human capital, including engineering, research and
development, software, sales and customer support personnel. This trend has moderated in 2024. On the one hand, the ongoing war has resulted in the
calling into active duty of reservists, thereby reducing the available Israeli workforce. On the other hand, economic activity slowed for periods of the
war, thereby reducing demand for skilled human capital. Similar shortages of key personnel also exist in the regions surrounding our Minnesota
facilities. Companies with which we compete for qualified personnel may have greater resources than we do, and we may not succeed in recruiting
additional experienced or professional personnel, retaining personnel or effectively replacing current personnel who may depart with qualified or
effective successors. If we cannot attract and retain sufficiently qualified technical employees for our research and development and/or product
development activities (including for the software in our products), we may be unable to achieve the synergies expected from mergers and acquisitions
that we may effect from time to time, or to develop and commercialize new products or new applications for existing products.
In addition, as a result of the competition for qualified human resources, the Israeli high-tech and other high-tech markets have also experienced, in
the recent past, and may once again experience significant wage inflation. Accordingly, our efforts to attract, retain and develop personnel may also
result in significant additional expenses, which could adversely affect our profitability. Furthermore, in making employment decisions, particularly in the
high-technology industry, job candidates often consider the value of the equity they are to receive in connection with their employment. Employees may
be more likely to leave us if the shares they own or the shares underlying their equity incentive awards have significantly appreciated or significantly
decreased in value. During 2024 our share price decreased significantly and many of our key employees who received restricted share units, or RSUs, in
previous years, saw their value diminish, which could heighten the risk of employee attrition.
While we utilize non-competition agreements with our employees in jurisdictions where non-compete undertakings are lawful, as a means of
improving our employee retention, those agreements may not be effective towards that goal. These agreements prohibit our employees, if they cease
working for us, from competing directly with us or working for our competitors for a limited period. We may be unable to enforce these agreements
under Israeli law or the law of other jurisdictions, and it may be difficult for us to restrict our competitors from benefiting from the expertise our former
employees developed while working for us.
In light of the foregoing, there can be no assurance that qualified employees will remain in our employ or that we will be able to attract and retain
qualified personnel in the future. Failure to retain or attract qualified personnel could have a material adverse effect on our business, financial condition
and results of operations.
10
Defects in new products or in enhancements to our existing products could give rise to product returns or product liability, warranty or other claims
that could result in material expenses, diversion of management time and attention, and damage to our reputation.
Our products are complex and may contain defects or experience failures or unsatisfactory performance due to any number of issues in design,
fabrication, packaging, materials, and/or use within a system. These defects or errors could result in significant warranty, support and repair or
replacement costs, cause us to lose market share and divert the attention of our engineering personnel from our product development efforts to find and
correct the issue.
This risk of product liability claims may also be greater due to the use of certain hazardous chemicals used in the manufacture of certain of our
products. Those hazardous chemicals fall within three different categories (with several of the chemicals falling within multiple categories): irritants,
harmful chemicals and chemicals dangerous for the environment. In addition, we may be subject to claims that our 3D printers have been, or may be,
used to create parts that are not in compliance with legal requirements or that intellectual property posted by third parties on our GrabCAD website
infringes the intellectual property rights of others.
Any claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, and damage to our
reputation, and could cause us to fail to retain existing end-users or to attract new end-users. Although we maintain product liability insurance, such
insurance is subject to significant deductibles and there is no guarantee that such insurance will be available or adequate to protect against all such
claims, or we may elect to self-insure with respect to certain matters. Costs or payments made in connection with warranty and product liability claims
and product recalls or other claims could materially affect our financial condition and results of operations.
11
Our sales of end-use parts to customers in the aerospace, medical, dental and automotive industries, and of 3D printing systems to customers in the
aerospace industry, carry with them a greater potential for liability claims against us.
Our manufacturing services business, Stratasys Direct Manufacturing, produces parts used as prototypes, benchmarks, and end-use parts. In the case
of end-use parts, our sales to customers in the aerospace, medical, dental and automotive industries, in particular, makes us more susceptible to product
and other liability claims, which characterize operations in those industries. Sales of our 3D printing systems to customers in the aerospace industry
similarly carry with them potential liability claims if the parts produced by those systems do not function properly. Any such claims that are not
adequately covered by insurance or for which insurance is not available may adversely affect our results of operations and financial condition.
We may experience significant delays or obstacles to realizing the success of our product offerings.
Our products aim to leverage our proprietary additive manufacturing technologies and materials to grow the market for existing applications in the
dental market and identify, develop and/or commercialize future solutions in the medical and dental markets spanning dentistry, orthodontics,
dermatology, orthopedics, cardiology, plastic surgery. These businesses operate in a highly competitive space which may make it difficult for us to
implement business plans and expectations and identify and realize opportunities. In addition, their technology, products, materials, and applications may
be subject to strict regulatory requirements in the United States and other countries. The regulatory approval or clearance process may be lengthy and
costly, and regulatory requirements may impact the timing of, or our ability to, commercialize the regulated technology, products, materials, and
applications. The success of these parts of our business will also depend on our ability to attract, hire, and retain qualified personnel, establish sales,
marketing and distribution infrastructure, and establish and maintain supply and manufacturing relationships.
If our relationships with suppliers for our products and services, especially with single source suppliers of components of our products, were to
terminate or our manufacturing arrangements were to be disrupted, our business could be interrupted.
We purchase components and sub-assemblies for our systems, raw materials that are used in our consumables, and AM systems, component parts and
raw materials for our Stratasys Direct Manufacturing services business, from third-party suppliers, some of whom may compete with us. While there are
several potential suppliers of most of these component parts, sub-assemblies and raw materials that we use, we currently choose to use only one or a
limited number of suppliers for several of these components and materials. Furthermore, the suppliers of AM systems and materials used in our Stratasys
Direct Manufacturing parts service may refuse to sell us additional AM systems or component parts and materials for AM systems that our Stratasys
Direct Manufacturing service uses. Our reliance on a single or limited number of vendors involves a number of risks, including:
•
potential shortages of some key components;
•
product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be
replaced;
•
discontinuation of a product or certain materials on which we rely;
•
potential insolvency of these vendors; and
•
reduced control over delivery schedules, manufacturing capabilities, quality and costs.
12
In addition, we require any new supplier to become “qualified” pursuant to our internal procedures. The qualification process involves evaluations of
varying durations, which may cause production delays if we were required to qualify a new supplier unexpectedly. We generally assemble our systems
and parts based on our internal forecasts and the availability of raw materials, assemblies, components and finished goods that are supplied to us by third
parties, which are subject to various lead times. If certain suppliers were to decide to discontinue production of an assembly, component or raw material
that we use, the unanticipated change in the availability of supplies, or unanticipated supply limitations, could cause delays in, or loss of, sales, increased
production or related costs and consequently reduced margins, and damage to our reputation. If we were unable to find a suitable supplier for a particular
component, material or compound, we could be required to modify our existing products or the end- parts that we offer to accommodate substitute
components, material or compounds. While we have introduced periodic risk analysis internally concerning our sourcing (particularly concerning raw
materials), which has increased the levels of our inventories, there is no guarantee that will sufficiently protect us if we suddenly lose access to supplies
unexpectedly.
In particular, we rely on a sole supplier, Ricoh Printing Systems America, Inc., or Ricoh, for the printer heads for our PolyJet 3D printers. Under the
terms of our agreement with Ricoh, we purchase printer heads and associated electronic components, and receive a non-transferable, non-exclusive right
to assemble, use and sell these purchased products under Ricoh’s patent rights and trade secrets. Due to the risk of a discontinuation of the supply of
Ricoh printer heads and other key components of our products, we maintain excess inventory of those printer heads and other components. However, if
our forecasts exceed actual orders, we may hold large inventories of slow- moving or unusable parts or raw materials, which could result in inventory
write offs or write downs and have an adverse effect on our cash flow, profitability and results of operations. See “Item 4. Information on the Company-
Business Overview-Manufacturing and Suppliers-Inventory and Suppliers-Ricoh Agreement” for further discussion of this agreement.
Discontinuation of operations at our manufacturing sites could prevent us from timely filling customer orders and could lead to unforeseen costs for
us.
We assemble and test the systems that we sell, and, in many cases, produce consumables for our systems, at single facilities in various locations that
are specifically dedicated to separate categories of systems and consumables. We similarly rely on a single facility for assembly of the component parts
and materials for AM systems that our Stratasys Direct Manufacturing service uses. Because of our reliance on all of these production facilities, a
disruption at any of those facilities could materially damage our ability to supply 3D printers, other systems or consumable materials to the marketplace
in a timely manner. Depending on the cause of the disruption, we could also incur significant costs to remedy the disruption and resume product
shipments. Such disruptions may be caused by, among other factors, earthquakes, fire, flood and other natural disasters. There are no assurances that we
will be adequately protected from any significant disruptions at our manufacturing sites. Accordingly, any such disruption could result in a material
adverse effect on our revenue, results of operations and earnings, and could also potentially damage our reputation.
A loss of, or reduction in revenues from, a significant number of our resellers and our independent sales agents would impair our ability to sell our
products and services and could reduce our revenues and adversely impact our operating results.
We rely heavily on our network of resellers and independent sales agents to sell and (in the case of resellers) to service our products for end-users in
their respective geographic regions. These resellers and sales agents may not be as effective in selling our products or servicing our end-users as we are.
Further, if our relationships with a significant number of these resellers and sales agents were to be terminated or
13
if a significant number of these resellers and sales agents would otherwise fail or refuse to sell our products, we may not be able to find replacements
that are as qualified or as successful in a timely manner, if at all. If these resellers and independent sales agents do not perform as anticipated or if we are
unable to find qualified and successful replacements, our sales will suffer, which would have an adverse effect on our revenues and operating results.
Additionally, a default by one or more resellers that have a significant receivables balance could have an adverse financial impact on our financial
results.
Global interruptions and delays involving freight carriers and other third parties have adversely impacted, and may once again adversely impact our
supply chain and distribution network, and, consequently, frustrate our ability to sell our 3D printing systems, especially those systems that are based
on newly acquired technologies that we have recently launched.
Our business relies on an efficient and effective supply chain, including delivery of raw materials and parts for our 3D printing systems, and the
manufacture and transport of those systems to resellers or end-users (as applicable). Global supply chains have generally been functioning at normal
levels in recent times, however periodic delays and interruptions, similar to those caused by the recent Houthis attacks in the area of the Red Sea-Suez
Canal trade route, could once again adversely the distribution of our products. That may also result in higher out-of-stock inventory positions due to
difficulties in timely obtaining raw materials and parts from our suppliers, as well as transportation of our products after manufacture to our distribution
destinations. Further, as a result of such delays, we may need to source raw materials and parts from different geographic locations or manufacturers,
which could result in, among other things, higher product costs, increased transportation costs, delays in sales of our products or lower quality of our
products. The adverse impact of these irregularities in our supply chain on our ability to distribute our 3D printing systems may be most acute for
systems that are based on our three recently-acquired technologies, where we have just recently implemented our distribution channels.
Additionally, the operation of our manufacturing facilities, where our 3D printing systems are assembled, is crucial to our business operations. If our
manufacturing facilities experience closures or worker shortages (similar to what occurred during the COVID-19 pandemic), whether temporary or
sustained, we could sustain significant adverse impacts related to the distribution of our products to their destinations, whether to resellers or end-users
(as applicable).
Any of these circumstances could adversely affect our ability to deliver our 3D printing systems in a timely manner, which could impair our ability to
meet customer demand for products and result in lost sales and services revenues, increased supply chain costs, and, potentially, damage to our
reputation.
14
Our business model is predicated in part on building an end-user base that will generate a recurring stream of revenues through our sale of
consumables and service contracts. If that recurring stream of revenues does not continue, or if our business model changes as the industry evolves,
our operating results may be adversely affected.
Our business model is dependent in part on our ability to maintain a differentiated portfolio of proprietary consumables, and to increase our sales of
our proprietary and third-party consumables and service contracts as that generates recurring revenues. Our consumables have been a source of increased
revenues for us. However, existing and future end-users of our systems may not purchase our consumables or related service contracts at the same rate at
which end-users currently purchase those consumables and services. In addition, the use of our systems for prototyping applications, which is often
carried out with entry-level systems generally requires a lower volume of consumables relative to the use of our systems for manufacturing, which is
usually carried out with our higher end systems. If our current and future end-users do not transition towards manufacturing applications for our systems
that are handled through our high end systems and do not, therefore, purchase a higher volume of our consumables, or if our end users do not enter into
an increasing number of service contracts with us, our recurring revenue stream relative to our total revenues would be reduced, and our operating results
would be adversely affected.
Import tariffs, taxes, customs duties and other trading regulations imposed by the U.S. government and retaliatory responses from other countries,
could significantly increase the prices we pay for raw materials that are critical to our ability to manufacture our products, and could also adversely
impact the industries and countries in which our customers operate, thereby reducing demand for our 3D printing products and services in those
industries and countries.
Import tariffs, taxes, customs duties and other trading regulations imposed by the U.S. government on foreign countries, or by foreign countries on
the U.S., could directly or indirectly significantly increase the prices we pay for raw materials that are critical to our ability to manufacture our products.
In particular, the current U.S. administration has expressed a desire to impose substantial new or increased tariffs on goods imported from certain trade
partners, such as the EU and China, which have resulted, and may continue to result, in reciprocal tariffs on goods exported from the United States to
such trade partners. We may be unable to locate suppliers to provide the necessary raw materials for our products on an economical basis in the amounts
we require. That could result in an increase in the cost of raw materials and components used in certain of our products, which could, in turn, increase
our cost of goods sold.
Trade barriers and other governmental action related to tariffs around the world also have the potential to hurt the industries, such as manufacturing,
in which our customers operate, by decreasing demand for our customers’ products. New tariffs could also more broadly adversely impact the country-
specific or regional economies in which we operate and into which we offer our products and services. Those adverse effects could, in turn, decrease our
customers’ demand for our 3D printing products and related services, and result in a decrease in our revenues.
Any widespread imposition of new or increased tariffs could, therefore, both increase the cost of producing, and reduce the demand for, our products,
and any such cost increases will either require us to increase prices (which could reduce our sales) or could negatively impact our profit margins.
Overall, that could have a material adverse effect on our financial condition, results of operations and cash flows.
Global economic, political and social conditions may adversely impact our sales.
Uncertainty with respect to the global economy, difficulties in the financial services sector and credit markets, geopolitical uncertainties and other
macroeconomic factors all affect spending behavior of
15
potential end-users of our products and services. The uncertain prospects for economic growth in some of the regions in which we sell our products may
cause end-users to delay or reduce technology purchases. We also face risks that may arise from financial difficulties experienced by our end-users,
suppliers and distributors, which may be exacerbated by continued uncertainty in the global economy or by other geopolitical factors, including:
•
relatively high interest rates in many countries and regions throughout the world, including the regions where our customers are located;
•
supply chain disruptions, which have slowed the delivery of raw materials, and which have increased the price of certain materials due to the
significant increase in costs of raw materials and shipping costs;
•
the ongoing U.S.- China trade war may impact the cost of raw materials, finished products or components used in our products, and our ability to
sell our products in China;
•
threats of massive cyber attacks that could cause severe economic damage;
•
extended U.S. federal government shutdowns (resulting from the failure to pass budget appropriations or adopt continuing funding resolutions)
may delay orders of our products by U.S. government agencies or other end-users whose business activities are heavily dependent on U.S.
government agency contracts;
•
end-user demand for products and manufacturing activity levels may be reduced;
•
distributors and end-users may be unable to obtain credit financing to finance purchases of our products;
•
suppliers may be unable to obtain credit financing to finance purchases of sub-assemblies used to build components of products or purchases of
raw materials to produce consumables;
•
end-users or distributors may face financial difficulties or may become insolvent, which could lead to our inability to obtain payment for our
products; and
•
key suppliers of raw materials, finished products or components used in our products and consumables may face financial difficulties or may
become insolvent, which could lead to disruption in the supply of systems, consumables or spare parts to our end-users.
Our existing and planned international operations currently expose us and will continue to expose us to additional market and operational risks, and
failure to manage these risks may adversely affect our business and operating results.
We expect to derive a substantial percentage of our sales from international markets. We derived 40.3% of our revenues in 2024 from countries
outside the Americas. Accordingly, we face significant operational risks from doing business internationally, including:
•
fluctuations in foreign currency exchange rates;
•
potentially longer sales and payment cycles;
•
potentially greater difficulties in collecting accounts receivable;
•
potentially adverse tax consequences;
•
reduced protection of intellectual property rights in certain countries, particularly in Asia and South America;
•
difficulties in staffing and managing foreign operations;
16
•
laws and business practices favoring local competition;
•
costs and difficulties of customizing products for foreign countries;
•
compliance with a wide variety of complex foreign laws, treaties and regulations;
•
tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; and
•
being subject to the laws, regulations and the court systems of many jurisdictions.
Our failure to manage the market and operational risks associated with our international operations effectively could limit the future growth of our
business and adversely affect our operating results.
Significant cybersecurity disruptions of our information technology systems or breaches of our data security could adversely affect our business.
A significant invasion, interruption, destruction or breakdown of our information technology, or IT, systems and/or infrastructure by persons with
authorized or unauthorized access could negatively impact our business and operations. We could also experience business interruption, information
theft and/or reputational damage from cyber attacks, which may compromise our systems and lead to data leakage either internally or at our third party
providers. Both data that has been inputted into our main IT platform, which covers records of transactions, financial data and other data reflected in our
results of operations, as well as data related to our proprietary rights (such as research and development, and other intellectual property- related data), are
subject to material cyber security risks. Our IT systems have been, and are expected to continue to be, the target of malware and other cyber attacks. To
date, we are not aware that we have experienced any loss of, or disruption to, material information as a result of any such malware or cyber attack.
We have invested in advanced protective systems to reduce these risks, some of which have been installed and others that are still in the process of
installation. Based on information provided to us by the suppliers of our protective systems, we believe that our level of protection is in keeping with the
customary practices of peer technology companies, market standards and best practice. We also maintain back-up files for much of our information, as a
means of assuring that a breach or cyber attack does not necessarily cause the loss of that information. We furthermore review our protections and
remedial measures periodically in order to ensure that they are adequate.
Despite these protective systems and remedial measures, techniques used to obtain unauthorized access are constantly changing, are becoming
increasingly more sophisticated and often are not recognized until after an exploitation of information has occurred. We may be unable to anticipate
these techniques or implement sufficient preventative measures, and we therefore cannot assure you that our preventative measures will be successful in
preventing compromise and/or disruption of our information technology systems and related data. We furthermore cannot be certain that our remedial
measures will fully mitigate the adverse financial consequences of any cyber attack or incident.
17
We are subject to environmental laws and export control laws due to the import and export of our products, as well as environmental, health, safety
and medical device laws and regulations related to our operations and the use of our systems and materials, including requirements imposed due to
use of our products by our customers, which could subject us to compliance costs and/or potential liability in the event of non-compliance.
The export of our products internationally subjects us to environmental laws and regulations concerning the import and export of chemicals and
hazardous substances such as the United States Toxic Substances Control Act, or TSCA, and the Registration, Evaluation, Authorization and Restriction
of Chemical Substances, or REACH. These laws and regulations require the testing and registration of some chemicals that we ship along with, or that
form a part of, our systems and other products. If we fail to comply with these or similar laws and regulations, we may be required to make significant
expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain
compliance. Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance.
The export of our products is also subject to several export regulations, including but not limited to the United States. Export Administration
Regulations, the United States International Traffic in Arms Regulations, the United States Arms Export Control Act and regulations and orders
administered by the United States Treasury Department’s Office of Foreign Assets Control (which we refer to collectively as Export/Import Laws). Our
products are governed by civil controls, but failure to comply with these Export/Import Laws may potentially lead to the imposition of greater
restrictions on our ability to export those products and penalties if we fail to comply with our restrictions.
We are furthermore subject to extensive environmental, health and safety laws, regulations and permitting requirements in multiple jurisdictions due
to our use of chemicals and production of waste materials as part of our operations and in connection with the operation of our systems by our
customers. In certain cases, the required compliance with health or safety regulations is imposed by our customers themselves. These laws, regulations
and requirements (which include the Directive on Waste Electrical and Electronic Equipment of the European Union (EU) and the EU Directive on
Restriction of Use of Certain Hazardous Substances) govern, among other things, the generation, use, storage, registration, handling and disposal of
chemicals and waste materials, the presence of specified substances in electrical products, the emission and discharge of hazardous materials into the
ground, air or water, the cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of
chemicals and other waste materials and the health and safety of our employees. Under these laws, regulations and requirements, we could also be
subject to liability for improper disposal of chemicals and waste materials, including those resulting from the use of our systems and accompanying
materials by end-users. These or future laws and regulations could potentially require the expenditure of significant amounts for compliance and/or
remediation. If our operations fail to comply with such laws or regulations, we may be subject to fines and other civil, administrative or criminal
sanctions, including the revocation of permits and licenses necessary to continue our business activities. In addition, we may be required to pay damages
or civil judgments in respect of third-party claims, including those relating to personal injury (including exposure to hazardous substances that we
generate, use, store, handle, transport, manufacture or dispose of), property damage or contribution claims. Some environmental laws allow for strict,
joint and several liabilities for remediation costs, regardless of fault. We may be identified as a potentially responsible party under such laws. Since
February 2023, we have been subject to medical device regulations, such as the U.S. FDA Code of Federal Regulations, as a result of our launch of our
first certified medical device with TrueDent resin in the United States. We also have plans to expand the countries and products that we certify as
medical devices in the coming years.
18
If we fail to comply with any such regulations or are subject to related liability, such developments could have a material adverse effect on our
business, financial condition and results of operations.
As a public company with significant operations in several countries, we are subject to regulation and must comply with reporting, privacy and other
requirements in a number of jurisdictions and, to the extent that regulatory authorities assert that we are not in compliance, we could be subject to
sanctions which, if material, could materially and adversely affect our business.
As a public company with significant operations in Israel, the United States, Europe and many other countries, we are subject to regulation and must
comply with reporting and other requirements in a number of jurisdictions. In particular, we are subject to the rules and regulations of the SEC and
FINRA, which may elect from time to time to review or investigate our operations, various aspects of our financial statements, our disclosure practices
and other matters. As such reviews progress, the regulating agencies may determine that we are and have been in compliance with applicable rules, or
they may determine to pursue enforcement actions or other sanctions against us for alleged noncompliance.
New privacy laws have increased data privacy compliance costs. Our California operations are subject to the California Consumer Privacy Act, as
amended by the California Privacy Rights Act, which entered into substantial effect on January 1, 2023 (as amended, the CCPA). The CCPA imposes
enhanced disclosure requirements for us vis-à-vis our interactions with customers that are residents of California, such as comprehensive privacy notices
for consumers when we or our agents collect their personal information. We may be further required to ensure third party compliance, as under the
CCPA we could be liable if third parties that collect, process or retain personal information on our behalf violate the CCPA’s privacy requirements. The
sanctions for non-compliance could include fines and/or civil lawsuits. Other U.S. states, including Colorado, Virginia, Utah, Texas, Florida, Montana
and Connecticut, have enacted similar - but not identical - laws, which went, or will go, into effect in 2023 and beyond.
In addition to the imposition of U.S.-based regulations on our operations, our European activities are subject to the European Union General Data
Protection Regulation, or GDPR, which has created additional compliance requirements for us. GDPR broadens the scope of personal privacy laws to
protect the rights of European Union citizens and requires organizations to report on data breaches within 72 hours and be bound by stringent rules for
obtaining the consent of individuals on how their data can be used. GDPR became enforceable on May 25, 2018, and non-compliance exposes entities
such as our company to significant fines or other regulatory claims. The United Kingdom has also implemented its own version of the GDPR, the so-
called U.K. GDPR. While we have invested in, and intend to continue to invest in, reasonably necessary resources to comply with these new privacy
standards (in each of Europe, the United Kingdom and the United States), to the extent that we fail to adequately comply, that failure could have an
adverse effect on our business, financial conditions, results of operations and cash flows.
19
Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation could result in fines, criminal penalties
and an adverse effect on our business.
We operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing
business in accordance with applicable anti-corruption laws. We are subject, however, to the risk that our affiliated entities or our and our affiliates’
respective officers, directors, employees and agents (including distributors of our products) may take action determined to be in violation of such anti-
corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010, as well as trade sanctions administered by
the Office of Foreign Assets Control and the U.S. Department of Commerce. Any violation by any of these persons could result in substantial fines,
sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect our results of operations. In
addition, actual or alleged violations could damage our reputation and ability to do business.
We own or lease, long-term, a number of our manufacturing and office facilities, which may limit our ability to move those operations. If we were to
move some or all of those operations, we could incur unforeseen charges.
We own buildings in Eden Prairie, Minnesota, which we use to conduct our FDM manufacturing and assembly operations, as well as our office
facility in Rehovot, Israel and manufacturing facility in Kiryat Gat, Israel. Ownership of these buildings and facilities may adversely affect our ability to
move some or all of those operations to other locations that may be more favorable. If we were to move any of those operations to other locations, we
may have difficulty selling or leasing the property that we vacate.
This risk also applies to the facilities that we lease under non-cancellable lease agreements, where we cannot freely vacate the facilities. The new
lease that we entered into in June 2024 for our new United States campus in Minnetonka, Minnesota has a 10-year term, which commits us to that
campus for the entirety of that period, thereby limiting our flexibility to reduce the accompanying financial commitment to the extent desirable later on
during that term. In order to combat these risks, in most leases we have limited our commitment by providing ourselves with a “break” option after three
years or less, and we have also obtained for ourselves the right to sublease a portion or all of the facilities under the lease.
These limitations on our ability to move could result in an impairment charge, as occurred in the prior periods in respect of some of our leased
facilities, which negatively impacted our results of operations, and could, in future periods, once again have an adverse effect on our results of
operations.
Default in payment by one or more resellers or customers from which we have large account receivable balances could adversely impact our results
of operations and financial condition.
From time to time, our accounts receivable balances have been concentrated with certain resellers or customers. Default by one or more of these
resellers or customers could result in a significant charge against our current reported earnings. We have reviewed our policies that govern credit and
collections, and will continue to monitor them in light of current payment status and economic conditions. In addition, we try to reduce the credit
exposures of our accounts receivable by credit limits and credit insurance for many of our customers. However, there can be no assurance that our efforts
to identify potential credit risks will be successful. Our inability to timely identify resellers and customers that are credit risks could result in defaults at a
time when such resellers or customers have high accounts receivable balances with us. Any such default would result in a significant charge against our
earnings and adversely affect our results of operations and financial condition.
20
We are, and have been in the recent past, subject to litigation. Any current or future lawsuits to which we are subject may have a significant adverse
effect on our financial condition or profitability.
We are currently, and have been in the recent past, subject to litigation, and could be subject to further litigation in the future.
We can provide no assurance as to the outcome of any future lawsuits, and any such actions may result in judgments against us for significant
damages. Resolution of any such matters can be prolonged and costly, and the ultimate results or judgments are uncertain due to the inherent uncertainty
in litigation and other proceedings. Moreover, our potential liabilities are subject to change over time due to new developments, changes in settlement
strategy or the impact of evidentiary requirements. Regardless of the outcome, litigation has resulted in the past, and may result in the future, in
significant legal expenses and require significant attention and resources of management. As a result, any present or future litigation could result in
losses, damages and expenses that have a significant adverse effect on our financial condition or profitability.
Potential hostile actions by a shareholder or other third party, including a legal challenge to our shareholder rights plan, a potential unsolicited
tender offer, or a potential attempt to remove and replace our directors with its own nominees, as occurred in the recent past, could materially
adversely impact our shareholders’ investment in our company and could also strain our cash resources.
We have in the recent past been subject to litigation in Israel and other hostile actions initiated by Nano, challenged the validity, under Israeli law, of
our then-current shareholder rights plan, which we have most recently extended, in modified form, on December 19, 2024, for limited duration (one
year) with enhanced shareholder protections, and which will expire on December 19, 2025. Our current shareholder rights plan is designed to give all
shareholders (other than an offeror) a way to voice their position directly to our board of directors on certain types of offers and whether the plan should
apply to those offers, and in other circumstances, to exempt an offer from the applicability of the rights altogether. We have recently agreed to such an
exemption from the applicability of our shareholder rights plan for Fortissimo Capital’s prospective acquisition of a significant equity stake in our
company (in connection with our private investment in public equity (PIPE) agreements with Fortissimo), subject to Fortissimo instead being subject to
certain standstill and voting limitations and a required advisory vote of our shareholders (other than Fortissimo and any shareholders affiliated with it),
to approve a special tender offer which, if completed, would exempt Fortissimo from those limitations. The Israeli courts have not formally ruled on the
legality of a shareholder rights plan or so-called “poison pill” under the Israeli Companies Law, 5759-1999, or the Companies Law. On July 18, 2023, in
the context of an interim procedural decision in a litigation initiated by Nano against our company, the court expressed its preliminary view that: it is
inclined to rule that rights plans are permissible under Israeli law; the adoption of a rights plan by a board should be viewed “with suspicion”; and a
board bears the burden of proving that it was informed, that it acted in good faith, that experts were consulted, and that it considered the interests of the
company and its shareholders, rather than acting for the sake of entrenching itself, when adopting a shareholder rights plan. On December 19, 2023, the
court issued an order noting that, from the parties' written submissions, it is appropriate to rule upon one critical question: whether, under Israeli law, a
company can adopt a ‘poison pill’. However, the court never rendered such a ruling, as on July 1, 2024, following a request submitted by Nano, which
was unopposed by our company, the court dismissed Nano's claim without prejudice. While the court’s interim ruling opened the way for a potential
final court ruling that our shareholder rights plan was valid and validly adopted, there can be no assurance that an Israeli court will determine that our
board of directors actually meets the requisite burden of proof for upholding the validity of our current or any future shareholder rights plan that we have
adopted or may adopt.
21
In addition to a legal challenge to our shareholder rights plan, a shareholder or other third party may also launch, in the future, a hostile tender offer
that may be similar to the Nano tender offer that it launched on May 25, 2023 and that expired (without any purchase of our ordinary shares) on July 31,
2023, pursuant to which any such shareholder or other third party may seek to acquire our ordinary shares which, together with any ordinary shares that
it already owns, may represent a majority or, even if less than a majority, a significant percentage of the outstanding ordinary shares. Nano had
furthermore followed up on its uncompleted tender offer by announcing on December 23, 2023 a preliminary proposal to purchase all outstanding shares
of our company that it did not then own for $16.50 per share in cash. Our board of directors acknowledged receipt of, and considered, Nano’s offer, but
ultimately determined not to proceed with any particular strategic transaction when exploring strategic alternatives for our company, instead opting in
August 2024 to adopt a restructuring plan. There can be no assurances that any shareholder or other third party will not once again disregard a
determination by our board of directors not to proceed with a coordinated transaction with it and instead attempt a hostile tender offer or other action to
attempt to take over our company in a manner that our board of directors believes would not maximize shareholder value.
Any major shareholder (as Nano did in 2023) may also utilize its rights pursuant to the provisions of the Companies Law to demand, as a greater-than
10% shareholder, to call an extraordinary general meeting of shareholders at which the removal of some or all of our then-incumbent directors and the
election of its nominees in their stead would be on the agenda. The relevant majority for approval of any such proposal would be an ordinary majority of
shares represented in person or by proxy and voting at a general meeting, without excluding the shares of interested shareholders. If a major shareholder
were to hold a substantial portion of our ordinary shares when doing so, its votes in favor of such a proposal would give it an advantage in having the
proposal approved.
To the extent that an Israeli court would invalidate any shareholder rights plan, that we may have in place, or declare or provide any remedies to a
hostile shareholder that facilitate, and thereby allow, such a shareholder to launch a new tender offer that is similar to the Nano tender offer, that may
result in that shareholder having an opportunity to attempt to become a majority or significant shareholder of our company. Such a shareholder would
then have significant ability to impact the operations of Stratasys. Similarly, if any such hostile shareholder would succeed in replacing any of our
directors, that would also give it significant influence over the management and policies of our company. Either or both of those outcomes would enable
the hostile shareholder to influence the operations of our company for its own interests, which may be to the detriment of our public/minority
shareholders. Such a shareholder could use its voting power, whether as a substantial (or even controlling) shareholder or on the Stratasys board, to
significantly influence the policies of our company in a manner that benefits it and adversely impacts our company and our results of operations in a
material way. Such a shareholder’s possession of a substantial or controlling interest in Stratasys could also adversely impact trading in our ordinary
shares and liquidity for our public/minority shareholders, potentially causing a decline in the value of public shareholders’ investment in our company.
Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors
from benefiting from the expertise of some of our former employees.
We generally enter into non-competition agreements with our employees in jurisdictions where non-compete undertakings are lawful and enforceable.
These agreements prohibit our employees from competing directly with us or working for others for a limited period after they cease working for us. We
may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work and it may be difficult for us to restrict our
competitors from benefiting from the expertise that our former employees or consultants developed while working for us. For example, Israeli courts
have
22
required employers seeking to enforce non-compete undertakings of a former employee to demonstrate that the competitive activities of the former
employee will harm one of a limited number of material interests of the employer that have been recognized by the courts, such as the secrecy of a
company’s confidential commercial information or the protection of its intellectual property. If we cannot demonstrate that such interests will be harmed,
we may be unable to prevent our competitors from benefiting from the expertise of our former employees or consultants and our ability to remain
competitive may be diminished. As to our U.S. operations, in California, where many employees of our Stratasys Direct Manufacturing parts service as
well as Origin's employees, are located, non-competition agreements with employees are generally illegal, void and unenforceable after termination of
employment, including under a new law that went into effect on January 1, 2024, regardless of when the agreement was signed or whether it was signed
in California. Other U.S. states as well have been expanding laws restricting the use of non-compete clauses. On the U.S. federal level, there was
movement in 2023 by federal agencies to make noncompete agreements unenforceable in general. The Federal Trade Commission finalized a rule on
April 23, 2024 to ban employers nationwide from using non-compete agreements with their employees and independent contractors. On August 20,
2024, a district court issued an order prohibiting the final rule from taking effect and the FTC from enforcing the rule. The FTC has appealed that
decision and in the meantime the district court’s decision does not prevent the FTC from addressing noncompete restrictions through case-by-case
enforcement actions. In addition, the General Counsel of the National Labor Relations Board issued a memo in March 2023 opining that many types of
non-compete and non-solicitation restrictions unlawfully interfere with employees’ protected rights under Section 7 of the National Labor Relations Act.
If U.S. federal restrictions on non-competition agreements become effective, or if more states in which we have operations continue to expand
restrictions or bans on use of non-compete restrictions, that could adversely impact our ability to protect our investment in our key employees in our U.S.
locations, and harm our competitive position.
We rely on our management information systems for inventory management, distribution, and other key functions. If our information systems fail to
adequately perform these functions, or if we experience an interruption in their operation, our business and operating results could be adversely
affected.
The efficient operation of our business is dependent on our management information systems. We rely on our management information systems: to,
among other things, effectively manage our accounting and financial functions, including maintaining our internal controls; to manage our
manufacturing and supply chain processes; and to maintain our research and development data. The failure of our management information systems to
perform properly could disrupt our business and product development, which may result in decreased sales, increased overhead costs, excess or obsolete
inventory, and product shortages, causing our business and operating results to suffer.
Although we take steps to secure our management information systems, including our computer systems, intranet and internet sites, email and other
telecommunications and data networks, the security measures we have implemented may not be effective and our systems may be vulnerable to theft,
loss, damage and interruption from a number of potential sources and events, including unauthorized access or security breaches, natural or man-made
disasters (such as floods or earthquakes), cyber-attacks, computer viruses, power loss, or other disruptive events. Our reputation, brand, and financial
condition could be adversely affected if, as a result of a significant cyber event or otherwise, our operations are disrupted or shut down; our confidential,
proprietary information is stolen or disclosed; we incur costs or are required to pay fines in connection with stolen customer, employee, or other
confidential information; we must dedicate significant resources to system repairs or increase cyber security protection; or we otherwise incur significant
litigation or other costs.
23
Risks related to our intellectual property
If we are unable to obtain patent protection for our products or to otherwise protect our intellectual property rights, our business could suffer.
We rely on a combination of patent and trademark laws in the United States and other countries, trade secret protection, confidentiality agreements
and other contractual arrangements with our employees, end-users and others to maintain our competitive position. In particular, our success depends, in
part, on our ability, and the ability of our licensors, to obtain patent protection for our and their products, technologies and inventions, maintain the
confidentiality of our and their trade secrets and know-how, operate without infringing upon the proprietary rights of others and prevent others from
infringing upon our and their proprietary rights. As we acquire companies and their technologies, such as Origin and its P3 technology, acquired in
December 2020, RPS and its stereolithography technology, acquired in February 2021, Xaar and its powder-based SAF technology, acquired in
November 2021, and our acquisition of the Covestro Additive Manufacturing business unit in April 2023,the risks related to potential infringement of
our proprietary rights in technology become more pronounced.
Despite our efforts to protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or
disclose our technologies, inventions, processes or improvements. In 2024, we brought claims against Bambu Lab in U.S. federal district court in Texas
alleging that several of Bambu's printer models infringe our patents. We are seeking a court order providing us with financial compensation and other
remedies for the infringements and prohibiting future infringement by Bambu. The proceedings for those claims are ongoing. We also have previously
faced, and in some cases continue to defend, challenges to our registered IP brought by competitors and other third parties in patent tribunals, including
patent oppositions filed in the European Patent Office and IPR proceedings brought before the US Patent Trial & Appeal Board. We cannot assure you
that any of our existing or future patents or other intellectual property rights will not be challenged, invalidated or circumvented, or will provide us with
meaningful protection. Our pending patent applications may not be granted, and we may not be able to obtain foreign patents or pending applications
corresponding to our U.S. patents. The laws of certain countries, such as China, may not provide the same level of patent protection and intellectual
property right enforcement as in the United States, so even if we enforce our intellectual property rights or obtain additional patents in China or
elsewhere outside of the United States, enforcement of such rights may not be effective. If our patents and other intellectual property do not adequately
protect our technology, competitors may be able to offer additive manufacturing systems, consumables or other products similar to ours. Competitors
may also be able to develop similar technology independently or design around our patents, and we may not be able to detect the unauthorized use of our
proprietary technology or take appropriate steps to prevent such use.
If we attempt enforcement of our intellectual property rights, we may be (as we have been in the past) subject or party to complex, protracted
litigation. Intellectual property disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention
and energies of management and key technical personnel, and by increasing our costs of doing business. Any of the foregoing could adversely affect our
operating results.
We may be subject to claims that we are infringing, misappropriating or otherwise violating the intellectual property rights of others, especially in
light of the multiple additional technologies that we have been acquiring.
Our products and technology, including technology that we acquire as a result of our ongoing acquisitions of other businesses and technology that we
license from others, about which we may be less knowledgeable that our organically developed technology, may infringe, misappropriate or otherwise
violate the intellectual property rights of third parties. This risk is especially relevant to our industry,
24
where the pace of innovation and patent filings by industry players has been accelerated in recent years. Patent applications in the United States and most
other countries are confidential for a period of time until they are published, and the publication of discoveries in scientific or patent literature typically
lags actual discoveries by several months or more. As a result, the nature of claims contained in unpublished patent filings around the world is unknown
to us, and we cannot be certain that we or our acquired companies were the first to conceive inventions covered by our self-developed or our acquired
patents or patent applications or that we or our acquired companies were the first to file patent applications covering such inventions. Furthermore, it is
not possible to know in which countries patent holders may choose to extend their filings under the Patent Cooperation Treaty or other mechanisms. In
addition, we may be subject to intellectual property infringement claims from individuals, vendors and other companies, including those that have
acquired patents in the fields of 3D printing or consumable production for the sole purpose of asserting claims against us.
Under the Israeli Patent Law, 5727-1967, or the Patent Law, we may also be subject to royalty claims for “service inventions” conceived by
employees in the course and as a result of or arising from their employment with us. Section 134 of the Patent Law provides that if there is no agreement
between an employer and an employee as to whether the employee is entitled to consideration for service inventions, the Israeli Compensation and
Royalties Committee, or the Committee, a body constituted under the Patent Law, shall determine these issues. We believe that virtually all of our
employees have executed invention assignment agreements in which they have assigned to us their rights to potential inventions and acknowledged that
they will not be entitled to additional compensation or royalties from commercialization of inventions. We may, nevertheless, face claims demanding
remuneration in consideration for assigned inventions.
In addition to patent infringement and patent-related claims, we may be subject to other intellectual property claims, such as claims that we are
infringing trademarks or misappropriating trade secrets. We may also be subject to claims relating to the content on our websites, including third-party
content posted on our GrabCAD.com website. Any intellectual property claims, regardless of the merit or resolution of such claims, could cause us to
incur significant costs in responding to, defending and resolving such claims, and may prohibit or otherwise impair our ability to commercialize new or
existing products, including products developed by our acquired companies. Resolution of such claims may, among other things, require us to redesign
infringing technology, enter into costly settlement or license agreements on terms that are unfavorable to us, pay royalties to employees or former
employees, or indemnify our distributors and end-users. Any infringement by us, including our acquired companies, or our licensors of the intellectual
property rights of third parties may have a material adverse effect on our business, financial condition and results of operations.
If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete
against us, for instance, in developing consumables that could be used with our printing systems in place of our proprietary consumables.
We have devoted substantial resources to the development of our technology, trade secrets, know-how and other unregistered proprietary rights.
While we enter into confidentiality and invention assignment agreements intended to protect such rights, such agreements can be difficult and costly to
enforce or may not provide adequate remedies if violated, and we may not have entered into such agreements with all relevant parties. Such agreements
may be breached and confidential information may be willfully or unintentionally disclosed, including by employees who may leave our company and
join competitors, or competitors or other parties may learn of the information in some other way. The disclosure to, or independent development by, a
competitor of any of our trade secrets, know-how or other technology not protected by a patent or other intellectual property system could materially
reduce or eliminate any competitive advantage that we may have.
25
This concern could manifest itself in particular with respect to our proprietary consumables that are used with our systems. Portions of our proprietary
consumables may not be afforded patent protection. Chemical companies or other producers of raw materials used in our consumables may be able to
develop consumables that are compatible to a large extent with our systems, whether independently or in contravention of our trade secret rights and
related proprietary and contractual rights. If such consumables are made available to owners of our systems, and are purchased in place of our proprietary
consumables, our revenues and profitability would be reduced.
As our patents expire, additional competitors using our technology could enter, and could offer competitive printers and consumables, and result in
lost sales.
Some of our patents have expired and others will expire in coming years. Upon expiration of those patents, competitors have introduced, and are
likely to continue to introduce, products using the technology previously protected by the expired patents, which products may have lower prices than
those of our products, which would adversely affect our revenues, margins and profitability. Additionally, the expiration of our patents could reduce
barriers to entry into AM systems, which could result in the reduction of our sales and earnings potential.
Risks related to operations in Israel
Conditions in Israel, including due to Israel’s conflict with Hamas, Hezbollah and other terrorist organizations in the Middle East, and political and
economic instability in the region, may adversely affect our operations.
We are incorporated under Israeli law, and our PolyJet system manufacturing facility, all of our PolyJet research and development facilities, one of
our two PolyJet consumables manufacturing facilities, one of our FDM manufacturing facilities, and some of our suppliers, are located in central and
southern Israel. Many of our employees, including our Chief Executive Officer, our Chief Financial Officer, and other senior members of our
management team, operate from our headquarters located in Israel. In addition, certain of our directors are residents of Israel. Accordingly, military,
economic and political conditions in Israel may directly affect our business.
In October 2023, Israel was attacked by Hamas and other terrorist organizations operating out of the Gaza Strip and declared war in response, which
has included a ground operation in the Gaza Strip. As part of the war, Hezbollah, a Lebanese terrorist group initiated missile attacks against Israel, and
Israel responded, including with a ground operation in southern Lebanon. The Houthi terrorist group in Yemen and Iran have also attacked Israel with
various types of missiles and drones, and Israel responded with air force attacks. Nearby in the region, the fall of the Assad regime in Syria has led Israel
to conduct limited military operations targeting Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups.
As a result of the war and related regional military developments, a small number of our employees have been called by Israel for military service,
and such persons have been, and may still be unavailable for extended periods of time. Our operations may be disrupted by such absence, which, if
involving senior executives, key employees or board members (although not currently the case) may materially affect our operations in an adverse
manner. While our facilities have not been damaged during the current war, the hostilities have caused and may continue to cause damage to private and
public facilities, infrastructure, utilities, and telecommunication networks, which could potentially disrupt our operations and supply chains. In addition,
Israeli companies have been subject to extensive cyber attacks, which could lead to increased costs, risks to employee safety, and challenges to business
continuity, with potential financial losses. If the hostilities disrupt our ongoing operations, our ability to deliver or provide products and services in a
timely manner to meet our contractual obligations towards customers and vendors could be
26
adversely affected. Parties with whom we have agreements involving performance in Israel could also claim that they are not obligated to perform their
commitments under those agreements pursuant to force majeure provisions in such agreements due to the security situation in Israel.
Currently, our activities in Israel remain largely unaffected, and we maintain business continuity plans backed by our inventory levels located outside
of Israel. As of the date of this annual report, the impact of the war on our results of operations and financial condition is not material, but such impact
may increase, and could become material, as a result of the continuation, escalation or expansion of the war.
Our commercial insurance does not cover losses that may occur as a result of the current war or any other event associated with the security situation
in the Middle East. Although the Israeli government is currently committed to covering the reinstatement value of direct damages that are caused by
terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained, or if maintained, will be sufficient to compensate
us fully for damages incurred. Any losses or damages incurred by our Israeli operations could have a material adverse effect on our business. The current
(and any future) armed conflicts or political instability in the region could negatively affect business conditions generally and harm our results of
operations.
Your rights and responsibilities as a shareholder are governed by Israeli law, which differ in some respects from the rights and responsibilities of
shareholders of U.S. companies.
We are organized under Israeli law. The rights and responsibilities of the holders of our ordinary shares are governed by our amended and restated
articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in
typical U.S.-based corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith toward the company and other
shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting of shareholders on
matters such as amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and acquisitions and
interested party transactions requiring shareholder approval. In addition, a shareholder who knows that it possesses the power to determine the outcome
of a shareholder vote or to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward the
company. There is limited case law available to assist us in understanding the implications of these provisions that govern shareholders’ actions. These
provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically imposed on
shareholders of U.S. corporations.
Provisions of Israeli law may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of
control, even when the terms of such a transaction are favorable to us and our shareholders.
Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for
transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. For
example, a merger may not be consummated unless at least 50 days have passed from the date on which a merger proposal is filed by each merging
company with the Israel Registrar of Companies and at least 30 days have passed from the date on which the shareholders of both merging companies
have approved the merger. In addition, a majority of each class of securities of the target company must approve a merger. Moreover, a tender offer for
all of a company’s issued and outstanding shares can only be completed if the acquirer receives positive responses from the holders of at least 95% of the
issued share capital. Completion of the tender offer also requires approval of a majority of the offerees that do not have a personal interest in the tender
offer, unless, following consummation of the tender offer, the acquirer would hold at least 98% of the company’s outstanding shares.
27
Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six months following the
completion of the tender offer, petition an Israeli court to alter the consideration for the acquisition, unless the acquirer stipulated in its tender offer that a
shareholder that accepts the offer may not seek such appraisal rights.
Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to our shareholders whose country of residence does not
have a tax treaty with Israel exempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the
same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on
the fulfillment of a number of conditions, including a holding period of two years from the date of the transaction during which sales and dispositions of
shares of the participating companies are subject to certain restrictions.
Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable
even if no disposition of the shares has occurred.
These and other similar provisions could delay, prevent or impede an acquisition of our company or our merger with another company, even if such
an acquisition or merger would be beneficial to us or to our shareholders.
Exchange rate fluctuations between the U.S. dollar and the New Israeli Shekel, the Euro and other non-U.S. currencies may negatively affect the
earnings of our operations.
We report our financial results and most of our revenues are recorded in U.S. dollars. However, substantially all of the manufacturing, research and
development expenses of our Israeli operations, as well as a portion of the cost of revenues, selling and marketing, and general and administrative
expenses of our Israeli operations, are incurred in New Israeli Shekels. As a result, we are exposed to exchange rate risks that may adversely affect our
financial results. If the New Israeli Shekel appreciates against the U.S. dollar or if the value of the New Israeli Shekel declines against the U.S. dollar at a
time when the rate of inflation in the cost of Israeli goods and services exceeds the rate of decline in the relative value of the New Israeli Shekel, then the
U.S. dollar cost of our operations in Israel would increase and our results of operations would be adversely affected.
During 2024, the value of the New Israeli Shekel, or the NIS, relative to the U.S. dollar remained fairly stable, ranging from a low of NIS 3.565 to a
high of NIS 3.843 per one U.S. dollar throughout the year (based on representative exchange rates published by the Bank of Israel). In general, any
weakening of the NIS relative to the U.S. dollar has a positive impact upon our U.S. dollar-denominated financial results, due to the relative decrease in
cost of the NIS denominated expenses of our Israeli operations, whereas the strengthening of the NIS relative to the U.S. dollar has he opposite effect,
thereby weakening our financial results. The annual devaluation of the NIS in relation to the U.S. dollar amounted to 0.6%, 2.4%, and 13.2% for the
years ended December 31, 2024, 2023 and 2022, respectively. Because the NIS - U.S. dollar currency exchange rate is often reflective of economic,
political and military developments in Israel, the United States and the rest of the world, future movements of that exchange rate are hard to predict. Our
results of operations could be adversely affected if we are unable to effectively hedge against currency fluctuations in the future. We also cannot predict
any future trends in the rate of inflation or deflation in Israel, which also impacts our operating results, with increased Israeli inflation adversely
impacting our results, due to higher NIS-denominated operating expenses in Israel, whereas decreased levels of Israeli inflation have the opposite
(positive) impact. The Israeli annual rate of inflation amounted to 3.2%, 3.0%, and 5.3%, for the years ended December 31, 2024, 2023 and 2022,
respectively.
We also have substantial revenues and expenses that are denominated in non-US currencies other than the NIS, particularly the Euro. Therefore, our
operating results and cash flows are also subject to
28
fluctuations due to changes in the relative values of the U.S. dollar and those foreign currencies. These fluctuations could negatively affect our operating
results and could cause our revenues and net income or loss to vary from quarter to quarter. Furthermore, to the extent that our revenues increase in
regions such as Asia Pacific, where our sales are denominated in U.S. dollars, a strengthening of the dollar against other currencies could make our
products less competitive in those foreign markets and collection of receivables more difficult.
From time to time we engage in currency hedging activities. These measures, however, may not adequately protect us from material adverse effects
due to the impact of inflation in Israel or from fluctuations in the relative values of the U.S. dollar and other foreign currencies in which we transact
business, and may result in a financial loss. For further information, please see “Item 11. Quantitative And Qualitative Disclosures About Market Risk”
in this annual report.
Calculating our income tax rate is complex and subject to uncertainty. We are currently eligible for Israeli government tax benefits in respect of our
Israeli operations. If we do not meet several conditions for receipt of those benefits, or if the Israeli government otherwise decides to eliminate those
benefits, they may be terminated or reduced, which would impact our income tax rate and increase our costs.
The computation of income taxes is complex because it is based on the laws of numerous taxing jurisdictions and requires significant judgment on the
application of complicated rules governing accounting for tax provisions under GAAP. Income taxes for interim quarters are based on a forecast of our
effective tax rate for the year, which includes forward-looking financial projections. Such financial projections are based on numerous assumptions,
including the expectations of profit and loss by jurisdiction. It is difficult to accurately forecast various items that make up the projections, and such
items may be treated as discrete accounting. Examples of items that could cause variability in our income tax rate include our mix of income by
jurisdiction, changes in our uncertain tax positions, the application of transfer pricing rules, and tax audits.
Future events, such as changes in our business and the tax law in the jurisdictions where we do business, could also affect our rate.
One important assumption that goes into calculation of our tax rate is the tax benefit that we are eligible for in respect of some of our operations in
Israel, referred to as “Approved Enterprise”, “Beneficiary Enterprise”, “Preferred Enterprise” and/or “Preferred Technology Enterprise” (as applicable),
under the Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law. Based on an evaluation of the relevant factors under
the Investment Law, including the level of foreign (that is, non-Israeli) investment in our company, we have estimated that our average effective tax rate
to be paid with respect to all profit from the Israeli operations under these benefit programs is 7.5% to 15%, based on the current balance of activity
between our Rehovot, Israel and Kiryat Gat, Israel facilities and the available level of benefits under the law. If we do not meet the requirements for
maintaining these benefits, they may be reduced or cancelled and the relevant operations would be subject to Israeli corporate tax at the standard rate,
which for 2018 and onwards is set at 23%. In addition to being subject to the standard corporate tax rate, we would be required to refund any tax benefits
that we have already received as adjusted by the Israeli consumer price index, plus interest or other monetary penalties. Even if we continue to meet the
relevant requirements, the tax benefits that we are eligible for may not be continued in the future at their current levels or at all. If these tax benefits were
reduced or eliminated, the amount of taxes that we pay would likely increase, as all of our operations would consequently be subject to corporate tax at
the standard rate, which may cause our effective tax rate to be materially different than our estimates and could adversely affect our results of operations.
Additionally, if we increase our activities outside of Israel, for example, via acquisitions, our increased activities may not be eligible for
29
inclusion in Israeli tax benefit programs, and that could also adversely affect our effective tax rate and our results of operations.
The Israeli government may furthermore independently determine to reduce, phase out or eliminate entirely the benefit programs under the
Investment Law, regardless of whether we then qualify for benefits under those programs at the time, which would also adversely affect our effective tax
rate and our results of operations.
We received Israeli governmental grants for certain of our research and development activities. The terms of those grants may require us, in
addition to payment of royalties, to satisfy specified conditions in order to manufacture products and transfer technologies outside of Israel,
including increase of the amount of our liabilities in connection with such grants. If we fail to comply with the requirements of the Innovation Law
(as defined below), we may be required to pay penalties in addition to repayment of the grants, and may impair our ability to sell our technology
outside of Israel.
Some of our research and development efforts were and are financed in part, through grants that we received from the Israeli Innovation Authority, to
which we refer as the IIA or the Authority (formerly operating as Office of the Chief Scientist of the Ministry of Economy of the State of Israel, or the
OCS). Since 2007 and through December 31, 2024, we have received funding from the Authority of approximately $9 million, in the aggregate, under
several R&D programs to support certain research and development projects in Israel. In addition, we have received funding from the Europe authorities
of approximately $1.9 million, to support certain projects in Europe.
We must comply with the requirements of the Encouragement of Research, Development and Technological Innovation in the Industry Law, 5744-
1984 and related regulations rules, procedures and benefit tracks collectively or the “Innovation Law”.
When a company develops know-how, technology or products using grants provided by the Authority, the terms of these grants and the Innovation
Law restrict the transfer of such know-how, and the transfer of manufacturing or manufacturing rights of such products, technologies or know-how
outside of Israel.
Under the Innovation Law and the regulations thereunder, a recipient of royalty-bearing grants from the IIA is required to return the grants by the
payment of royalties of 3% to 5% on the revenues generated from the sale of products (and related services) developed (in whole or in part) under the
IIA program up to the total amount of the grants received from the IIA; Those obligations are linked to the U.S. dollar. Pursuant to the latest IIA
regulations, grants received from the IIA before June 30, 2017, bear an annual interest rate that applied at the time of the approval of the applicable IIA
file, and that interest rate will apply to all of the funding received under that IIA approval. Grants received from the IIA after June 30, 2017, bear an
annual interest rate based on the 12-month London Interbank Offered Rate, or LIBOR, until December 31, 2023, and as of January 1, 2024, bear an
annual interest rate based on the 12-month Secured Overnight Financing Rate, or the SOFR, or at an alternative rate published by the Bank of Israel,
with the addition of 0.71513%. Grants approved after January 1, 2024, will bear the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a
fixed annual interest rate of 4%.
30
•
Transfer of IIA funded know-how outside of Israel. Any transfer of the know-how that was developed with the funding of the Authority and
related intellectual property rights, outside of Israel, including by way of license for research and development purpose requires prior approval of
the Authority and imposes certain conditions, including, requirement of payment of a redemption fee calculated according to the formula provided
in the Innovation Law which takes into account, among others, the consideration for such know-how paid to us in the transaction in which the
technology is transferred, research and development expenses, the amount of IIA grants, the time of completion of IIA supported research project
and other factors, while the redemption fee will not exceed 600% of the grants amount plus interest. No assurance can be given that approval to
any such transfer, if requested, will be granted and what will be the amount of the redemption fee payable.
•
Transfer of IIA funded know-how and related intellectual property rights to an Israeli company requires a pre-approval by IIA and may be granted
if the recipient undertakes to fulfil all the liabilities to IIA and undertakes to abide by the provisions of Innovation Law, including the restrictions
on the transfer of know-how and the manufacturing rights outside of Israel and the obligation to pay royalties (note that there will be an obligation
to pay royalties to IIA from the income received by us in connection with such transfer transaction as part of the royalty payment obligation). No
assurance can be given that approval to any such transfer, if requested, will be granted.
•
Local manufacturing obligation. The terms of the grants under the Innovation Law require that the manufacturing of products resulting from
Authority-funded programs be carried out in Israel, unless a prior written approval of the Authority is obtained (except for a transfer of up to 10%
of the production rights, for which a notification to the Authority is sufficient). As a condition for obtaining approval to manufacture outside Israel,
we would be required to pay increased royalties, which usually amount to 1% in addition to the standard royalties rate, and also the total amount of
our liability to IIA may be increased to between 120% and 300% of the grants we received from IIA, depending on the manufacturing volume that
is performed outside Israel (less royalties already paid to IIA). This restriction may impair our ability to outsource manufacturing rights abroad,
however, it does not restrict export of our products that incorporate IIA funded know-how.
•
A company also has the option of declaring in its IIA grant application for funding its intention to exercise a portion of the manufacturing capacity
abroad, thus avoiding the need to obtain additional approval for such declared funding. Such declaration may affect the increase in the total
liability to the IIA following such manufacturing abroad.
•
The restrictions under the Innovation Law (such as with respect to transfer of manufacturing rights abroad or the transfer of IIA funded know-how
and related intellectual property rights abroad) will continue to apply even our liabilities are repaid to IIA in full and will cease to exist only upon
payment of the redemption fee described above.
Furthermore, in the event that we undertake a transaction involving the transfer to a non-Israeli entity of technology developed with IIA funding
pursuant to a merger or similar transaction, the consideration available to our shareholders may be reduced by the amounts we may be required to pay to
IIA. Any approval, if given, will generally be subject to additional financial obligations to the IIA. Failure to comply with the requirements under the
Innovation Law may subject us to mandatory repayment of grants received by us (together with interest and penalties), as well as expose us to criminal
proceedings.
In May 2017, IIA issued new rules for licensing know how developed with IIA funding outside of Israel, or the Licensing Rules, allowing us to enter
into licensing arrangements or grant other rights in
31
know-how developed under IIA programs outside of Israel, subject to the prior consent of IIA and payment of license fees to IIA, calculated in
accordance with the Licensing Rules. The payment of the license fees will not discharge us from the obligations to pay royalties or other payments to
IIA.
•
Certain reporting obligations. We, as any recipient of a grant or a benefit under the Innovation Law, are required to file reports on the progress of
activities for which the grant was provided as well as on our revenues from know-how and products funded by the Authority. In addition, we are
required to notify the Authority of certain events detailed in the Innovation Law.
It may be difficult to enforce a U.S. judgment against us and our officers and directors in Israel or the United States, or to serve process on our
officers and directors.
We are organized in Israel. Most of our officers and most of our directors (as of December 31, 2024) reside outside of the United States, and a
majority of our assets are located outside of the United States. Therefore, a judgment obtained against us or any of our executive officers and directors in
the United States, including one based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and
may not be enforced by an Israeli court. It also may be difficult for you to effect service of process on these persons in the United States or to assert U.S.
securities law claims in original actions instituted in Israel.
Risks related to an investment in our ordinary shares
The market price of our ordinary shares may be subject to fluctuation, regardless of our operating results and financial condition. As a result, our
shareholders could incur substantial losses.
The market price of our ordinary shares since the Stratasys, Inc.- Objet Ltd. merger has been subject to substantial fluctuation. From the start of 2020
through the early part of 2025 (through February __, 2025), our ordinary shares have traded with closing prices that have ranged from $6.16 to $54.37,
which low price was recorded during 2024, evidencing a trend towards the weakening of our share price during the last fiscal year, before it rebounded
later in 2024. The price of our ordinary shares may continue to be subject to substantial fluctuation regardless of our operating results or financial
condition due to a number of factors, including:
•
the extent of growth of the 3D printing market generally;
•
changes in earnings estimates or recommendations by securities analysts;
•
developments regarding potential friendly or hostile merger, acquisition or takeover activities involving our company and other companies in the
3D printing industry, including Nano and 3D Systems;
•
development of new competitive systems and services by others;
•
success or failure of research and development projects of our company or our competitors;
•
developments concerning our or our competitors’ intellectual property rights;
•
successes or failures of the acquisitions or dispositions that we consummate, as perceived by financial or industry analysts;
•
the general tendency towards volatility in the market prices of shares of technology companies; and
•
general market conditions and other factors, including factors unrelated to our operating performance.
32
These factors and any corresponding price fluctuations may materially and adversely affect the market price of our ordinary shares and result in
substantial losses being incurred by our shareholders.
Market prices for securities of technology companies historically have been very volatile. The market for these securities has from time to time
experienced significant price and volume fluctuations for reasons unrelated to the operating performance of any one company. In the past, following
periods of market volatility, public company shareholders have often instituted securities class action litigation, as was the case in February and March,
2015, when class actions of our shareholders, alleging violations of the Exchange Act, were initiated against the Company and certain of our officers as
defendants. Any such additional securities litigation could result in substantial costs and divert the resources and attention of our management from our
business.
Raising additional capital by issuing securities or issuing securities pursuant to acquisitions of other companies or technologies may cause dilution
to our shareholders, and may furthermore be difficult under certain market conditions.
We may need or desire to raise substantial capital in the future. Currently, we are party to an agreement for one such capital raise, a PIPE transaction
with Fortissimo Capital, whereby (subject to closing conditions being met) it will invest $120 million in our company and acquire 11,650,485 newly-
issued ordinary shares at a price of $10.30 per share, which reflects a premium of 10.6% over the closing market price of the ordinary shares on January
31, 2025, the last trading day before the agreement was signed.
Our future capital requirements will depend on many factors, including, among others:
•
the extent to which we acquire or invest in businesses, products or technologies(as we did in acquiring Origin in December 2020, RPS in February
2021, Xaar 3D in November 2021, Riven in 2022, Covestro AG in April 2023 and Arevo’s technology portfolio in March 2024) and other
strategic relationships;
•
our degree of success in capturing a larger portion of additive manufacturing demand;
•
the costs of establishing or acquiring sales, marketing and distribution capabilities for our products;
•
the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our issued patents and defending intellectual property-
related claims; and
•
the costs of financing unanticipated working capital requirements and responding to competitive pressures.
We may also desire to issue additional shares in the future as consideration for the acquisition of other companies or technologies. If we raise funds
or pay for acquisitions of other entities by issuing equity or convertible debt securities, it will reduce the percentage ownership of our then-existing
shareholders, and the holders of such new securities may have rights, preferences or privileges senior to those possessed by our then-existing
shareholders. If such fundraising or share issuance in a transaction is being conducted at an effective price or valuation per ordinary share that is lower
than the price per share at which our existing shareholders acquired their ordinary shares, it would be dilutive to those shareholders. Our ability to raise
money by offering and selling our shares in a private or public offering, or to use our shares as consideration in an acquisition or other transaction, may
be hurt if the market price of our ordinary shares is low, and even if we succeed at effecting such an offering or other transaction, that could further
dilute our existing shareholders.
33
The market price of our ordinary shares has experienced significant decline over time, and we cannot guarantee when and whether it will recover,
which could have adverse consequences for our company and our shareholders.
The market price for our ordinary shares, which had declined significantly from its all-time high in periods following the Stratasys, Inc.- Objet Ltd.
merger and had vacillated in recent years, including in 2023 due to potential merger and acquisition activity, fell over the course of 2024 to all-time lows
before slowly recovering towards the end of 2024. We cannot guarantee when and whether our share price will return to its previous levels, as that is
dependent on numerous factors, including factors that are beyond our control and unrelated to our results of operations and financing condition, such as
the health of the 3D printing industry as a whole and the state of the U.S. capital markets more generally. Should our share price remain at relatively low
levels, that would adversely impact our ability to raise funds in the capital markets or to utilize our securities as payment in a value-adding acquisition or
other strategic transaction. It could also cause us to be vulnerable to an undesirable, hostile takeover attempt that could benefit an acquirer to the
detriment of our public/minority shareholders, who would not receive fair consideration or a control premium for their ordinary shares.
There are risks associated with our share repurchase program.
Our board of directors approved our new share repurchase program in September 2024, under which we can repurchase up to $50 million of our
outstanding ordinary shares. Under the new program, purchases can be made by way of a variety of methods, including open market purchases, privately
negotiated transactions or otherwise, all in accordance with U.S. securities laws and regulations, including Rule 10b-18 under the Exchange Act. Our
share repurchase program may reduce the public float of shares available for trading on a daily basis, and may cause volatility in the price of our
ordinary shares. Our repurchases may be limited, suspended, or terminated at any time without prior notice. There can be no assurance that we will
repurchase any specific amount of ordinary under our share repurchase program or that any repurchases will have a positive impact on our share price or
profitability. Important factors that could cause us to discontinue or decrease our share repurchases include, among others, unfavorable market
conditions, the market price of our ordinary shares, the nature of other investment or strategic opportunities presented to us, the rate of dilution of our
equity compensation programs, our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to purchase shares under
the share repurchase program, the tax consequences of any repurchases (including the potential impact of the 1% excise tax on certain share
repurchases), and the availability of funds necessary to continue purchasing shares.
By reducing our outstanding share capital, our share repurchase plan may furthermore enable an opportunistic significant shareholder to more easily
accumulate a controlling stake in our company, without having to purchase as many shares from public shareholders and without having to pay a control
premium (assuming that our shareholder rights plan does not effectively prevent such an accumulation). Furthermore, if we curtail or suspend our
repurchase program, our share price may be negatively affected.
We do not anticipate paying any cash dividends in the foreseeable future. Therefore, if our share price does not appreciate, our shareholders may
not recognize a return, and could potentially suffer a loss, on their investment in our ordinary shares.
We intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation,
if any, of our ordinary shares will be investors’ sole source of a return on their investment for the foreseeable future.
34
Even if we decide to pay dividends on our ordinary shares, we may be restricted from doing so or payment of such dividends may have adverse
consequences for our company.
Under the Companies Law, dividends may only be paid out of our profits and other surplus funds (as defined in the Companies Law) as of the end of
the most recent year or as accrued over a period of the most recent two years, whichever amount is greater, provided that there is no reasonable concern
that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. In the event that we do not meet
the profit and surplus funds criteria, we can seek the approval of an Israeli court in order to distribute a dividend. The court may approve our request if it
is convinced that there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as
they become due. Due to the acquisition method of accounting utilized, under GAAP, for the Stratasys, Inc.- Objet Ltd. merger and the Origin
transaction, pursuant to which we were deemed to have acquired Objet’s assets and Origin's assets, we have incurred and will continue to incur
significant annual amounts of amortization expense in respect of those assets. We are also subject to the risk of impairment charges from time to time to
our acquired assets. These significant annual expenses under GAAP have reduced, and may continue to reduce or eliminate, our profits and surplus
funds as determined under the Companies Law, and, hence, may restrict our ability to pay dividends (absent court approval).
In general, the payment of dividends may also be subject to Israeli withholding taxes. In addition, because we receive certain benefits under the Israeli
law relating to “Approved Enterprise” and “Beneficiary Enterprise”, our payment of dividends (out of tax-exempt income) may subject us to certain
Israeli taxes to which we would not otherwise be subject. See “Risks related to our operations in Israel—The government tax benefits that we currently
receive require us to meet several conditions and may be terminated or reduced in the future, which would increase our costs.”
We are a foreign private issuer under the rules and regulations of the SEC and are therefore exempt from a number of rules under the Exchange
Act and are permitted to file less information with the SEC than a domestic U.S. reporting company, which will reduce the level and amount of
disclosure that you receive.
As a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including the proxy rules, which
impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required to file periodic reports and financial
statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act; and are not
required to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, our officers,
directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and
the rules under the Exchange Act with respect to their purchases and sales of our ordinary shares. Accordingly, you receive less information about our
company and trading in our shares by our affiliates than you would receive about a domestic U.S. company, and are afforded less protection under the
U.S. federal securities laws than you would be afforded in holding securities of a domestic U.S. company.
As a foreign private issuer, we are also permitted, and have begun, to follow certain home country corporate governance practices instead of those
otherwise required under the Listing Rules of the Nasdaq Stock Market for domestic U.S. issuers. We have informed Nasdaq that we follow home
country practice in Israel with regard to, among other things, director nomination procedure and approval of compensation of officers. In addition, we
have opted to follow home country law instead of the Listing Rules of the Nasdaq Stock Market that require that a listed company obtain shareholder
approval for certain dilutive events, such as the establishment or amendment of certain equity- based compensation plans, an issuance
35
that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or greater interest in
the company, and certain acquisitions of the stock or assets of another company. Following our home country governance practices as opposed to the
requirements that would otherwise apply to a United States company listed on The Nasdaq Global Select Market may provide our shareholders with less
protection than they would have as shareholders of a domestic U.S. company.
Our status as a foreign private issuer is subject to an annual review and test, and will be tested again as of June 30, 2025 (the last business day of our
second fiscal quarter of 2025). If we lose our status as a foreign private issuer, we will no longer be exempt from such rules. Among other things,
beginning on December 31, 2025, we would be required to file periodic reports and financial statements on a periodic basis (including both an annual
report in respect of 2025 and quarterly reports in respect of each of the quarters of 2026) as if we were a company incorporated in the U.S., which,
among other things, would result in increased compliance and reporting costs to us.
If we are classified as a passive foreign investment company, or PFIC, our U.S. shareholders may suffer adverse tax consequences.
Generally, if for any taxable year, after applying certain look-through rules, 75% or more of our gross income is passive income, or at least 50% of
the value of our assets are held for the production of, or produce, passive income, we may be characterized as a PFIC for U.S. federal income tax
purposes. Passive income for this purpose generally includes, among other things, certain dividends, interest, royalties, rents and gains from
commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. If we are a PFIC, gain realized by a
U.S. shareholder on the sale of our ordinary shares may be taxed as ordinary income (rather than as capital gain income), and an interest charge added to
the tax. Rules similar to those applicable to the taxation of gains realized on the disposition of our stock would apply to distributions exceeding certain
thresholds.
Although we do not believe that we were a PFIC in 2024, we cannot assure you that the IRS will agree with that conclusion or that we will not
become a PFIC in 2025 or in a subsequent year. The tests for determining PFIC status are applied annually, and it is difficult to make accurate predictions
of our future income and the future value of our assets. U.S. shareholders should consult with their own U.S. tax advisors with respect to the U.S. tax
consequences of investing in our ordinary shares. For a discussion of how we might be characterized as a PFIC and related tax consequences, please see
Item 10.E, “Additional Information-Taxation-U.S. Federal Income Tax Considerations- Tax Consequences if We Are a Passive Foreign Investment
Company”.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Our legal and commercial name is Stratasys Ltd., and we are the product of the 2012 merger of two leading additive manufacturing companies,
Stratasys, Inc. and Objet Ltd. Stratasys, Inc. was incorporated in Delaware in 1989, and Objet Ltd. was incorporated in Israel in 1998. As part of that
merger transaction, the ordinary shares of Stratasys Ltd. were listed on the Nasdaq Global Select Market under the trading symbol “SSYS”. We have
acquired (and, in certain cases, disposed of) a number of companies since that time. In July 2014 and August 2014, we acquired Solid Concepts and
Harvest Technologies, respectively two leading providers of additive manufacturing services. Following those two acquisitions, in 2015, we introduced
our branded Stratasys Direct Manufacturing, or SDM, service, which significantly broadened and increased our production and offering of AM parts,
which are used by our customers as prototypes, benchmarks and end-use parts. In December, 2020, we acquired 3D printing start-up, Origin Inc., or
Origin, and its proprietary P3 Programmable PhotoPolymerization technology, which has become an
36
important growth engine for our company. The acquisition was aimed at fortifying our leadership in polymers and production applications of 3D printing
in industries such as dental, medical, tooling, and select industrial, defense, and consumer goods markets. In February 2021, we acquired UK-based RP
Support Ltd., or RPS, a provider of industrial stereolithography 3D printers and solutions. RPS’ complementary technology further expanded our
polymer suite of solutions across the product life cycle, from concept modeling to manufacturing. In April 2021, we introduced the Stratasys H350 3D
printer, the first system powered by the powder-based SAF™ technology of Xaar 3D Ltd., or Xaar, and in November 2021, we acquired all remaining
shares of Xaar (we previously owned a 45% share in Xaar), thereby accelerating our growth in production-scale 3D printing. In September 2022, we
disposed of our subsidiary MakerBot, a leader in desktop 3D printing, merging it with UltiMarker, after which transaction we hold a 46.5% equity
interest in the combined company, which aims to provide easy-to-use and accessible 3D printing hardware, software, and materials for any application.
In October 2022, we acquired the assets of the quality- assurance software company Riven and integrated its cloud-based software solution into our
GrabCAD® additive manufacturing platform, which enables manufacturing customers to adopt our solutions for end-use parts production. We
completed, in April 2023, the acquisition of the additive manufacturing materials business of Covestro AG, which has expanded our differentiated
materials offerings in stereolithography, digital light processing (DLP), and powders. We furthermore expect to effect smaller acquisitions and
investments in other companies from time to time to support execution of our strategy.
We have dual headquarters. Our registered office and one of our two principal places of business is located at 1 Holtzman Street, Science Park, P.O.
Box 2496, Rehovot 76124, Israel, and our telephone number at that office is (+972)-74-745-4314. Our other principal place of business is located at
5995 Opus Parkway, Minnetonka, Minnesota, and our telephone number there is (952) 937-3000. Our agent in the United States is Richard Garrity,
Chief Business Unit Officer of our Delaware subsidiary, Stratasys, Inc., whose address is c/o Stratasys, Inc. at the address of our Minnetonka, Minnesota
headquarters. Our web address is www.stratasys.com. The information contained on that website (or on our other websites, including
stratasysdirect.com and makerbot.com) is not a part of this annual report. The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information regarding issuers that file electronically with the SEC.
As an Israeli company, we operate under the provisions of the Companies Law.
In 2024, 2023 and 2022, our capital expenditures amounted to $12.7 million, $15.0 million and $19.8 million, respectively, of which $10.9
million,$13.6 million and $13.6 million, respectively, was principally related to the purchase and construction of property, plant and equipment.
During 2024 and 2023, our purchases of property and equipment were primarily directed at the enhancement of our manufacturing capabilities to
support new solution offerings, for our facilities in Israel and the United States.
In 2022, a portion of our capital expenditures related to our facility in Rehovot, Israel, which we own, and where our Israeli headquarters have been
situated since January 2017. This relatively new facility, towards which we paid $0.2 million during 2022, also houses research and development
facilities. In 2024 and 2023, we did not have any capital expenditure related to that new facility. As of December 31, 2024, we had invested an aggregate
of $119.5 million in our new facility in Israel and its related equipment.
B. Business overview
We are a global leader in polymer-based 3D printing solutions, which we provide at every stage of the product life cycle, with multiple technologies
and complete solutions for superior application fit, across industrial, healthcare and consumer fields. We focus, in particular, on polymer 3D printing
solutions that address the fastest- growing manufacturing solutions, which we view as the biggest potential growth
37
opportunity in the 3D printing industry. Leveraging distinct competitive advantages that include a broad set of best-in-class 3D printing platforms,
software, materials and technology partner ecosystems, innovative leadership, and a global GTM infrastructure, we are positioned to further expand our
leadership in this significant and growing global marketplace.
Our approximately 2,300 granted and pending additive technology patents currently held (in addition to many others previously held) have been used
to create models, prototypes, manufacturing tools, and production parts for a multitude of industries including aerospace, automotive, transportation,
healthcare, consumer products, dental, medical, fashion and education. Our products and comprehensive solutions improve product quality, development
time, cost, time-to-market and patient care. Our additive manufacturing ecosystem of solutions and expertise includes materials, software, expert
services, and on-demand parts production.
In recent years, we have expanded our leadership through innovation in the fast-growing mass production parts segment through our next-generation
photopolymer platform. Our pioneering approach to additive manufacturing of end-use parts enables us to serve a large market with manufacturing-grade
3D printers, utilizing P3™ Programmable PhotoPolymerization technology, which precisely controls light, heat, and force, among other variables, to
produce parts with exceptional accuracy and consistency and unique production grade properties.
We have also introduced our Neo® line of systems to the global market, which feature dynamic laser beam technology that enables build accuracy,
feature detail, and low variability across the full extent of a large build platform. As an open resin system, the Neo products provide customers materials
with a wide range of properties such as chemical resistance, heat tolerance, flexibility, durability, and optical clarity, and can produce large parts,
providing a significant build area in a small footprint.
Similarly, we have accelerated our growth in production-scale 3D printing, having introduced the Stratasys H350™ 3D printer, the first system
powered by Xaar’s powder-based SAF™ technology, which is designed to deliver cost-competitive parts at production-level throughput. H Series™
Production Platform printers such as the H350 are designed to deliver part quality, consistency, and reliability for high production yield, utilizing a
uniform thermal experience for all printed parts regardless of their placement in the build, representing a significant improvement over traditional
powder-bed fusion processes.
In April 2023, we purchased the assets of Covestro’s additive manufacturing materials business, including all of the SOMOS™ photocurable liquids
portfolio. The materials, IP portfolio, and talent we acquired from Covestro have helped us address new applications in key technology categories such
as stereolithography, P3/DLP, and powder bed fusion, including SAF™ technology.
In March 2024, we acquired Arevo’s technology portfolio, including its intellectual property, or IP, estate, which includes multiple foundational
patents in carbon fiber printing, Z-strength improvement achieved by localized laser melting and roller compaction, in-situ and AI build monitoring, and
hardware design. Adoption of this technology in our FDM® print systems enables us to extend our addressable manufacturing applications for our
customers.
We now offer a broader range of systems, consumables and services for additive manufacturing. Our wide range of solutions, based on our
proprietary 3D printing technologies and materials, enhances the ability of designers, engineers and manufacturers to:
•
visualize and communicate product ideas and designs;
•
verify the form, fit and function of prototypes;
38
•
manufacture tools, jigs, fixtures, casts and injection molds used in the process of manufacturing end-products;
•
manufacture customized and short-to-medium-run end-products more efficiently, with greater agility, and more sustainably; and
•
produce objects that could not otherwise be manufactured through subtractive manufacturing methodologies.
Our goal is to be the first choice for polymer 3D printing. Given our significant experience and proven operating history, we have many competitive
advantages including:
•
Versatile offering of innovative technologies.-We offer five different 3D printing technology platforms, each of which has been optimized for
specific industry applications, which provides us with a versatile, deep offering for end users within the 3D printing industry They are
complemented by a technology-agnostic software platform, with an extensive and rapidly expanding ecosystem of software solutions and software
partners for workflow and connectivity, as well as a robust range of advanced materials.
•
Expansive materials ecosystem.- To ensure maximum performance and quality, as well as access to the broadest possible range of materials for
our customers, we provide a robust range of materials in three distinct tiers: (i) Stratasys Preferred, which are engineered by us or our third-party
material partners exclusively to provide the best combination of material and printer performance; (ii) Stratasys Validated, which are engineered
by us or our third-party materials partners and validated by us with basic reliability testing to accelerate the expansion of material options
available in the marketplace; and (iii) Open: Unvalidated materials accessed via an OpenAM Software License, which may offer unique attributes
and the potential to address new applications but have not received validation testing or optimization relative to performance and functionality on
a Stratasys printer. Our acquisition of Covestro in April 2023 has further strengthened our differentiated materials offering in stereolithography,
DLP, and powders, which additional materials are supported by a broad portfolio of patents.
•
Deep application engineering expertise. - We believe we have the most industry application engineers in the world who provide our deep quality
and process certification expertise. This is essential for meeting the rigorous demands of industries like aerospace, where there are over 500,000
Stratasys parts already flying around the world today, or healthcare, where we support multiple materials for biocompatible applications. We have
multi-industry experience with multiple 3D printing technologies serving the aerospace, defense, automotive, industrial, dental, consumer,
education, and medical industries.
•
Unparalleled market access. - We believe our network of over 130 resellers and value added channel partners is the strongest and most
experienced in the industry, covering every region and every major market. This network of resellers worldwide is exclusive to us and our
technologies, and has been built over many years, making it unable to be quickly and easily duplicated. This channel network has focused
primarily on selling and servicing our FDM and PolyJet solutions since the merger of Stratasys and Objet in 2012, and starting in 2021, included
the Origin P3, SAF, and Neo stereolithography technologies, which dramatically expand the total addressable market across medical, dental,
consumer goods, automotive, commercial goods, and service bureaus.
39
•
Marquee customer base. - Many of the world’s leading companies across aerospace, technology, automotive, consumer, energy, and healthcare
are our strategic partners. These include: General Motors, whose new multi-million-dollar additive manufacturing facility in Michigan features
Stratasys systems from low to high end; TE Connectivity, which is now using Origin One 3D printers to produce end use parts for aerospace
connectivity; Airbus, which recently extended Stratasys’ contract to include several more aircraft platforms as well as spare parts production; and
the U.S. Army, which signed an approximate $8 million contract with Stratasys in 2023 for a purchase that included systems from all five
Stratasys platforms, given the distinct capabilities of each platform to address varying applications.
•
Software/Digital manufacturing connectivity. - Through our GrabCAD Additive Manufacturing Platform, we have created a smart and
connected software ecosystem to enable additive manufacturing at scale across the digital thread, from design through production. Our SDKs
integrate with many different software partner solutions, allowing customers to turn data into intelligence by collecting important information that
can be used to improve productivity. This level of integration expands the capabilities of 3D printers. In addition, many of our 3D printing systems
are software-upgradable. As our largest customers increasingly adopt multiple Stratasys systems across multiple 3D printing technologies, the
efficiency benefits of a single software platform to manage them increases.
We benefit from recurring revenues from the sale of resin and plastic consumables and related services. We provide products and services to our
global customer base throughout our offices in North America and internationally, including: Baden-Baden, Germany; Shanghai, China; and Tokyo,
Japan, as well as through our worldwide network of over 130 resellers and channel partners who are exclusive to us and our additive manufacturing
technologies. We have 1,779 employees worldwide, including what we believe is one of the largest additive manufacturing service bureaus in the United
States.
Industry overview
Historically, prototype development and customized manufacturing have been performed by traditional methods using metal extrusion, computer-
controlled machining, and manual modeling techniques, in which blocks of material are carved or milled into specific objects. These subtractive
manufacturing methodologies have numerous limitations. They often require heavy involvement of specialist technicians and can be time- and labor-
intensive, and traditional molds for injection molding are expensive. The time intensity of traditional modeling can leave little room for design error or
subsequent redesign without meaningfully impacting a product’s time-to-market and development cost. As a result, prototypes have traditionally been
created only at selected milestones late in the design process, which prevents designers from truly visualizing and verifying the design and geometry of
an object in the preliminary design stage. The inability to iterate a design rapidly hinders collaboration among design team members and other
stakeholders and reduces the ability to optimize a design, as time-to-market and optimization become necessary trade-offs in the design process.
40
3D printing addresses many of the inherent limitations of traditional modeling technologies through its combination of functionality, quality, ease of
use, speed and cost. 3D printing can be significantly more efficient and effective than traditional model-making techniques for use across the design
process, from concept modeling and design review and validation, to fit and function prototyping, pattern making and tooling, to direct manufacturing of
repeatable, cost-effective parts, short-run parts and customized end products. Introducing 3D modeling earlier in the design process to evaluate fit, form
and function can result in faster time-to-market and lower product development costs, while keeping intellectual property in-house. As the 3D printing
industry is maturing, its role in a product’s lifecycle is further expanding, specifically into manufacturing solutions that follow the initial modeling and
prototyping stages of the product lifecycle. This evolution opens a substantially larger total addressable market for additive manufacturing solutions.
In the medical industry as well, practitioners are rapidly embracing the cutting-edge production of 3D printed anatomical models for pre-operative
procedural planning. 3D printed pre-procedural models are low-cost and are customized to individual patients. Created from medical scans, the printed
models provide physicians the opportunity to map out their procedures in a no-risk surgical setting. The rapidly produced and quickly delivered models
assist with procedure validation, ultimately improving patient outcomes.
For short and medium-run manufacturing, 3D printers eliminate the need for complex manufacturing set-ups and reduce the cost and lead-time
associated with conventional tooling. Direct digital manufacturing, or DDM, involves the use of 3D production systems for the direct manufacture of
parts that are subsequently incorporated into the user’s end product or manufacturing process. DDM is particularly attractive in applications that require
shorter-run or lower-volume parts or rapid turn-around, and for which tooling would not be appropriate due to small volumes.
Increasingly, attention is being paid to the potential sustainability benefits of additive manufacturing as well. By producing parts on-site and at scale,
carbon emissions associated with transportation and delivery can be reduced. Additive manufacturing also reduces waste because the right number of
products are created at the right time. One study has suggested that additive manufacturing could reduce industrial energy use by up to 27% by 2050.
Light-weighting parts through additively designed polymer components save airlines fuel. – about 14,000 gallons of fuel per year per plane for every
pound eliminated.
Technological advancements, such as those achieved by our FDM, P3 and SAF technologies, are beginning to significantly increase the volumes at
which additive manufacturing is competitively advantageous up to tens of thousands and beyond in some cases. DDM also enables the production of
objects that have been topologically designed, or designed on the basis of a computerized determination of where to place the key components of the
object and how to connect them, a process that is generally unavailable using conventional subtractive manufacturing methodologies.
41
Desktop 3D printer usage has shown rapid growth in recent years, with the introduction and adoption of affordable entry-level 3D printers and
increased availability and content. These entry-level desktop printers have increased market adoption by professional designers and education
institutions. We expect that the adoption of desktop 3D printing will continue to increase in the future, in terms of design applications and engineering
applications. We believe that the expansion of the market will be spurred by increased proliferation of 3D content and 3D authoring tools (3D computer-
aided-design, or CAD, and other simplified 3D authoring tools), as well as increased availability of 3D scanners. We also believe that increased adoption
of 3D printing will be facilitated by continued improvements in 3D printing technology and greater affordability of entry-level systems. We are active in
facilitating the growth of the desktop 3D printing market by way of our investment in Ultimaker, a company created from the merger of our former
subsidiary MakerBot with Ultimaker into a new combined desktop 3D printing market leader.
Stratasys solutions
Range of solutions
We provide integrated solutions throughout the production cycle for designers, engineers, manufacturers, dental and medical professionals, including
compatible products and services designed for our customers’ use to effectively solve their specific application needs. Our solutions consist of 3D
printing systems, consumables, software, paid parts, and professional services and encompass everything from prototyping and design all the way
through production.
Our solutions allow our end-users to print 3D models and parts that enhance their ability to visualize, verify and communicate product designs,
thereby improving the design, development and validation processes and reducing time-to-market. Our systems create visual aids for concept modeling
and functional prototyping to test fit, form and function, permitting rapid evaluation of product designs. Using presentation models developed with our
systems, designers and engineers can typically conduct design reviews and identify potential design flaws earlier in the process and make improvements
before incurring significant costs due to re-tooling and rework, allowing them to optimize a design much more rapidly and cost-effectively.
Our systems aid in the communication of ideas otherwise communicated in abstract or 2D media. For example, physicians use visually and/or
biomechanically accurate 3D printed Stratasys models to plan surgical procedures. A model produced with our systems may be used as a sales tool, as a
model or part display, or simply for use in conducting a focus group. It may also be used for accelerated collaboration in product design and
manufacturing cycles at multiple locations, enabling visualization and tactile response, which can be critical to product development or sales process.
Our solutions also empower end-users to quickly and efficiently deploy parts to incorporate into their manufacturing process and improve its
effectiveness while at the same time lowering costs. For instance, our solutions enable the production of manufacturing aids and tools such as jigs,
fixtures, casts and injection molds aiding in the production and assembly process. These solutions are often faster to produce than through traditional
methods, and frequently cost less. Materials like nylon carbon fiber enable these printed products to be both exceptionally strong and lightweight.
Additive manufacturing of end-use-parts, using our solutions, is a growing focus of our offerings to customers, and is attractive in applications
requiring fast, short-run or low-mid-volume parts where tooling would not be cost-efficient. Our solutions enable the production of objects that generally
could not otherwise be manufactured through subtractive manufacturing methodologies.
42
In addition, our solutions enable doctors to train and plan medical procedures based on medical models, created by our printers, as well as create
surgical guides to support complex surgeries. In the dental space, our PolyJet solutions enable dental labs to create dental and orthodontic, patient
specific models and guides, including permanent dentures and temporary crowns and bridges, as well as devices for various applications, based on
digital dentistry workflow.
Our solutions offerings are characterized by the following distinguishing qualities:
•
material properties of printed objects, such as heat resistance, toughness, brittleness, elongation-to-break, color and flexibility;
•
quality of printed objects measured by, among other things, resolution, accuracy and surface quality;
•
consistency of produced parts in a run or batch;
•
multiple production-grade modeling materials;
•
reliability of printing systems;
•
fast time to part;
•
efficiency of operations with software workflows;
•
customer service;
•
ease of use; and
•
automatic, hands-free support removal and minimal post processing.
Range of technologies and differentiating factors
Our solutions are driven by our proprietary technologies, which we have both developed organically and acquired over time through targeted
acquisitions. We hold approximately 2,300 patents and pending patents internationally, and our 3D printing systems utilize our patented extrusion-based
FDM®,inkjet-based PolyJet™, powder- bed-based SAF®, photopolymer-based P3™, and Neo® stereolithography technologies to enable the production
of prototypes, tools used for production, and manufactured goods directly from 3D CAD files or other 3D content. We believe that our broad range of
product and service offerings is a function of our 3D printing technology leadership.
FDM. A key attribute of our FDM® 3D printing technology is its ability to use a variety of production grade thermoplastic materials featuring
surface resolution, chemical and heat resistance, color, and mechanical properties necessary for production of functional prototypes and parts for a
variety of industries with specific demands and requirements. Use of these materials also enables the production of highly durable end parts and objects
with soluble cores for the manufacture of hollow parts, the manufacture of which were previously dependent on slower and more expensive subtractive
manufacturing technologies.
We believe this technology is differentiated by factors making it appropriate for 3D printing and additive manufacturing, including:
•
ability to use FDM® systems in an office environment due to the absence of hazardous emissions;
•
low post-production processing requirements;
•
minimal material waste;
•
build repeatability;
43
•
ease of use, with minimal system set-up requirements;
•
absence of costly replacement lasers and laser parts; and
•
a high degree of precision and reliability.
PolyJet. Our inkjet-based 3D printing technology stands out for its scalability, high-resolution output, multi-material capabilities, and full-color
printing down to the voxel level—all within both an industrial or office environment. PolyJet™ 3D printers produce smooth, high-resolution models that
closely resemble final product designs. We provide a variety of resins, including rigid, flexible, medical-grade, and bio-compatible materials. PolyJet
enables the simultaneous deposition of multiple materials, allowing single-build prints with diverse mechanical and physical properties. Users can create
objects featuring both rigid and flexible parts or mix base colors to achieve specific tones. The technology supports over 500,000 color and texture
combinations, including Pantone® Validated colors and clear materials that are nearly as transparent as glass. In 2022, we launched PolyJet solutions
with 3DFashion™ technology for apparel, followed by FDA-cleared dental parts using TrueDent resin in 2023. In July 2024, we introduced the J5
Digital Anatomy Printer, further enhancing our medical systems offering for improved accessibility in medical care settings.
Stereolithography. Our stereolithography technology enables the production of high-quality, durable parts that meet the requirements of a wide
range of applications, as well as additive manufacturing prototypes and tools. Industrial stereolithography systems are well-established in the 3D printing
industry for applications such as large prototypes, tooling, investment casting patterns, and orthodontic clear aligner molds. They provide quality surface
finish, large build sizes, a fast time to print, and an affordable cost per part. We believe that the Neo line of systems (acquired via RPS in February 2021)
is superior relative to other solutions currently available due to an open choice of resins, system reliability, low service requirements, simple day-to-day
operation, and accurate builds. With access to our strong global channels, we believe we can bring these benefits to many more manufacturing
organizations. Our latest acquisition of the Covestro Additive Manufacturing business unit in April 2023 completed our stereolithography offering with
the strong Somos® materials portfolio for stereolithography printers. Somos materials are widely known and appreciated for their mechanical properties,
printing performance, high quality, and repeatable builds. These materials with our Neo systems offering will provide an attractive and differentiated
offering over the current stereolithography solutions in the market.
P3. P3. Our P3 resin-based 3D printing technology, acquired through Origin, offers excellent detail, mechanical properties, and throughput for
production. We have a strong materials portfolio, including aerospace-grade flame-resistant and biocompatible materials from Forward AM (formerly
BASF), Henkel, and Evonik. The P3 platform supports Preferred, Validated, and Open materials via our Open Materials Library (OML) license,
providing access to a wide range of tested and optimized materials. It is software-based, cloud-connected, and uses GrabCAD Print for streamlined
workflows. In September, we introduced the next generation of Origin printers – Origin Two, which delivers top-tier accuracy, precision, repeatability,
and enhanced reliability and safety. These innovations and our robust materials portfolio will drive adoption among industrial production customers.
SAF. SAF Selective Absorption Fusion technology was developed via our joint venture with Xaar plc, Xaar 3D Ltd., which we acquired in 2021.SAF
is an industrial-grade additive manufacturing technology designed to deliver production-level throughput for end-use parts. Representing the culmination
of more than 10 years of research and development, SAF-based 3D printers can deliver a competitive cost per part with the part quality, consistency, and
reliability that ensures satisfaction and high production yield. The SAF technology uses a counter-rotating roller to coat powder bed layers onto a print
bed and prints absorber fluid to image the part layers. The imaged layers are fused by passing an infrared lamp over the entire span of the print bed. SAF
technology executes these key process steps in the same direction across
44
the print bed to provide a uniform thermal experience - and therefore part consistency - for all printed parts regardless of their placement in the build. H
Series™ 3D printers use SAF materials developed by leading third party materials providers, including PA11, which is derived from sustainable castor
oil, and PA12, which is stiffer than PA11 and is ideal for applications where rigidity is important. We also plan to develop SAF materials internally as a
result our acquisition of Covestro Additive Manufacturing.
We believe that the range of 3D printing consumable materials, together with the broad set of materials in our materials ecosystem, that we offer, is
the widest in the industry. Our consumable materials consist of over 61 FDM spool-based filament materials, over 50 PolyJet cartridge-based resin
materials, PolyJet materials can be combined digitally and yield a large variety of digital materials that reflect over 500,000 color variations,
transparency, opacity and flexibility levels.
Our competitive strengths
We believe that the following are our key competitive strengths:
•
Differentiated product offerings with superior reliability and part quality. Our portfolio of 3D printing systems is differentiated through a
combination of superior printing qualities, accuracy, print speed, system reliability the ability to print a range of materials with varying levels of
strength, chemical and heat resistance, color and mechanical properties, the ability to print multiple materials simultaneously and suitability for
office environments. Our offering is focused on high-end solutions to address customer needs from prototyping applications to complex
manufacturing operations.
•
Our FDM-based systems enable the highly precise printing of engineering and high-performance thermoplastic materials, enabling a wide range of
manufacturing applications with little or no post-production processing.
•
Our PolyJet inkjet-based systems are used in multiple prototyping solutions as well as in manufacturing applications, particularly in higher growth
industries such as healthcare and dental. The systems jet ultra-thin layers of material, enabling voxel level control of the deposited materials, part
realism (multi materials and colors), high accuracy and resolution and smooth finish to printed models. For use with these various types of systems
we offer a wide variety of office-friendly resin consumables, including rigid, flexible (rubber-like), transparent and color materials. This unique
quality printing system utilizes the simultaneous jetting of up to six materials to enable end-users to print models, in virtually unlimited
combinations, in a single build.
•
Our P3-based systems, which we added to our solutions portfolio via the acquisition of Origin, offer a best-in-class combination of detail,
mechanical properties and throughput for mass manufacturing production parts. This addition allows us to expand our leadership through
innovation in the fast-growing mass production parts segment in industries such as dental, medical, tooling, and select industrial, defense, and
consumer good segments. The P3 technology is an advancement on DLP principles ,whereby liquid photopolymer resin is cured with light. Our
Origin One 3D printers offer precisely controls light, heat, and force, among other parameters, via Origin's closed-loop feedback software. This
new technology enables customers to build parts with industry-leading accuracy, consistency, size and detail, while using a wide range of
commercial-grade, durable resins.
45
•
Our powder bed fusion (PBF) SAF-based systems, which launched at the end of 2021, expand our total addressable market across multiple
segments, including commercial goods (frequent demand for short and medium run production), automotive (production parts at competitive
speeds), consumer goods (pre-production parts, short runs, and specialty production), and service bureaus (an excellent high-utilization
environment for a wide variety of components).
•
Our industrial stereolithography RPS’ Neo line of systems/printers feature dynamic and variable laser beam technology that enables build
accuracy, feature detail, excellent side wall quality and low variability across the full extent of a large build platform. As open resin systems, the
Neo products provide customers a choice of materials that deliver a wide range of properties such as chemical resistance, heat tolerance, flexibility
durability and optical clarity.
•
Integrated solutions offering/ecosystem- We believe our customers are looking for primary partner for polymer additive manufacturing, which we
believe we are uniquely able to provide. We provide integrated solutions offering that include compatible products and services that are designed
to meet the full gamut of our clients’ needs in an efficient manner, consisting of a broad range of systems, consumables, software and services,
including:
◦
3D printers;
◦
materials;
◦
GrabCAD software;
◦
professional services;
◦
parts on demand;
◦
vertical applications;
◦
partnerships and alliances; and
◦
enhanced collaboration among industry professionals, via our GrabCAD Community, which provides engineers and designers a resource
for CAD models and helps them communicate ideas and share designs.
•
Proprietary technology platforms with multidisciplinary technological expertise. We believe that our proprietary 3D FDM, 3D inkjet-based
PolyJet, P3 and SAF printing engines offer end users the versatility and differentiated features necessary for a wide variety of current and potential
applications. We combine our proprietary hardware platforms, featuring widely-deployed inkjet printer heads or easy-to-use extrusion heads with
integrated software and a wide range of proprietary materials to develop and produce leading 3D printing systems.
•
Leading Direct Manufacturing Business. Our Stratasys Direct Manufacturing service business is one of the largest and leading AM parts service
providers globally. This unit’s knowledge of and experience in AM, including materials and systems know-how, and AM end-use parts production
has enhanced our manufacturing offering suite. For example, the Stratasys Direct team has helped accelerate our product development for the
Origin One and H350 3D printers to improve their performance in production environments. Furthermore, Stratasys Direct enables us to offer a
broader solution to our customers, catering to more of their 3D printing needs, whether by supply of 3D printers or of 3D printed parts through
cross-sell or infinite capacity extension. We believe this offering creates better customer intimacy and a competitive advantage for Stratasys.
46
•
Synergies between SDM and 3D printer sales businesses. Our Stratasys Direct® AM parts service business has been capitalizing on the synergies
between it and our 3D printer sales business. Stratasys Direct Manufacturing works closely with our North American sales organization and
benefits from access to some of the largest customers for our 3D printing systems, who have been increasingly relying upon Stratasys Direct for
production parts and development needs.
•
Diverse, global customer base. We have a broad customer base, ranging from global market leading brands to small businesses and professionals
and individuals. Our end-users include companies across a wide range of industries and applications, including automotive, aerospace, dental
laboratories, consumer products, educational institutions, defense, medical analysis, medical systems, electronics, and heavy equipment.
•
Large and growing installed base. Our differentiated offerings have led to a large and growing installed base. The significant installed base has
resulted in greater distribution reach and enhanced opportunities for cross selling, given the significantly broadened and complementary product
offerings. It furthermore presents us with an opportunity to generate recurring revenues from sales of consumables and services to the installed
base.
•
Extensive global reach. With 130 value added channel partners around the world, we are well positioned to leverage the extensive geographic
reach of our marketing, sales and support organization to serve customers and grow awareness of 3D printing for prototyping, design and
manufacturing. This level of service and support is becoming an especially critical differentiator as our customers adopt 3D printing for more
operationally critical manufacturing applications.
•
Increased accessibility and ease of use for customers. Our GrabCAD Additive Manufacturing software platform and our GrabCAD Community
enable designers, engineers, and machine operators to easily manage our 3D printing systems at scale.
•
GrabCAD Print software provides native CAD job programming along with popular CAD and common 3D file formats (3MF, STL, VRML),
thereby reducing time and errors in job planning and resulting in high quality printed parts. GrabCAD Print is offered in Standard (free) and Pro
(subscription) variants for FDM, PolyJet, SAF, P3 and SL Stratasys technologies.
•
GrabCAD Streamline Pro subscription software is a comprehensive workgroup software suite, powered by GrabCAD Print™. Designed to
connect people, parts and printers, GrabCAD Streamline Pro reduces the effort in managing a company’s entire fleet of Stratasys 3D printers from
one platform. It creates the opportunity for secure, centralized software workflows for efficient part production at any scale, regardless of the
number of printers or types of parts printed. This thereby leads to higher efficiency, reduced cost and business process automation.
•
GrabCAD Streamline Pro supports FDM and PJ Stratasys technologies, with plans to add support for SAF, DLP and SL Stratasys technologies in
the future.
•
GrabCAD IoT Platform is a solution designed to transform how customers manage their 3D printing operations and optimize additive
manufacturing productivity. The GrabCAD® IoT Platform is available to Stratasys customers with GrabCAD® Streamline Pro™ workgroup
software, with PolyJet J3/J5 Series™ printers and from Stratasys Customer Support. The solution is planned to be rolled out to other technologies
in the future.
•
GrabCAD Software Development Kits provide the means to create two-way integrations with third party software applications, including our
GrabCAD Software Partners and our customers business systems, dramatically extending the value of our platform.
47
•
GrabCAD Community is the online community of over 15 million professional engineers, designers, manufacturers, and students who share best
practices via tutorials, discussion forums, design/print challenges and 3D content.
Our growth strategy
We are guided by our “North Star” strategy, pursuant to which we are initially focused on providing a complete offering of polymers, which we view
as the biggest potential profit pool in the industry, and after which we intend to expand to metals. By following this strategy, we expect to build a
portfolio that can solve all customer needs related to 3D printing. Our solutions deliver value to every touchpoint across the product lifecycle.
At the heart of our strategy lies the development of end-to-end solutions tailored to specific manufacturing applications and use cases. These solutions
empower our customers to fully leverage the benefits of Additive Manufacturing at scale. Our approach involves providing a full suite of all five
polymer technologies, boasting the industry's most extensive materials portfolio, alongside an advanced software platform. We continuously augment
our offerings to ensure a seamless and efficient workflow. Leveraging our profound expertise in application engineering, coupled with our unparalleled
Go-to-Market infrastructure and resilient business model, we collaborate closely with customers to devise tailored solutions that meet their unique needs.
Subsequently, we effectively scale these solutions to serve broader market demands.
The key elements of our strategy for growth include the following:
•
Offering a full suite of all five polymer technologies. We offer five best-in-class technologies for every step in the product lifecycle – from
concept through manufacturing, alongside the most expansive materials portfolio in the industry. We believe that the proliferation of 3D content,
advancements in AM technology platforms and the introduction of improved materials will continue to drive growth in 3D printing. We expect to
see that growth result in a major shift towards more manufacturing application solutions as compared to primarily focusing on design and
prototyping. We will continue to invest in the identification of new applications (especially manufacturing applications) for which our proprietary
printing technologies, software and materials are appropriate. This approach has resulted in the broadest offering of polymer 3D printing solutions
in our industry, serving an unequalled array of end markets.
•
Having the industry's most extensive materials portfolio, enabling us to address various applications effectively. We continuously bolster our
portfolio through extensive in-house research and development efforts, leveraging our expertise to innovate and introduce new materials tailored to
emerging market demands. Furthermore, strategic partnerships with third-party entities further enrich our portfolio, allowing us to access
specialized materials and technologies. Additionally, we remain committed to strategic acquisitions that align with our portfolio expansion goals,
ensuring that we remain at the forefront of material innovation within the industry.
•
Adding more value through software, both from our partners and ourselves. We offer Industry 4.0-ready systems that include API integration to
leading manufacturing software solutions. On the one hand, that makes it easier to add more systems and use them more intensively (“Connect one
Stratasys printer– connect them all”) and on the other hand, it enables our obtaining new value from our software partners. Enabling our
customers to see the systems and materials usage in real time helps them to enhance our own technological offerings much easier. This enables us
to provide our customers with advanced remote features like remote support, predictive support and materials replenishment. That, in turn,
generates sales of our integrated solutions.
48
•
Possessing deep application engineering experience. Our people have the deepest application engineering expertise in the industry, which allows
us to educate customers and drive future innovation. We have in place today an offering of solutions that includes the complete gamut of
compatible systems, consumables, software and services (parts on-demand, professional and expert consulting services) that are designed to meet
our clients’ needs in an integrated, complete manner. We will seek to extend our technological capabilities by addressing manufacturing
applications and continuing to invest in our R&D efforts, which focus on enhancing our current printing technologies as well as developing new
innovative solutions for 3D printing and exploring inorganic opportunities for new printing technologies. We believe that by enhancing our AM
technological capabilities and by developing and introducing new materials for our 3D printing and production systems, we will be able to
increase both the size of, and our share of, the 3D printing marketplace.
•
Possessing an unmatched Go-to-Market infrastructure. We believe our network of 130 value-adding channel partners is the largest and most
experienced in the industry. This is a competitive advantage that we believe is not easily or inexpensively replicated. Our goal is to reach new
customers and increase sales to existing customers by leveraging that network and providing access to new solutions that address customers’
specific needs. These solutions include those offered by our Stratasys Direct Manufacturing service. As part of this strategy, we intend to grow
awareness of 3D printing solutions for prototyping and manufacturing and to develop industry-specific sales channels as part of our effort to
commercialize a broader range of new manufacturing and production applications.
•
Having a resilient business model designed to scale as opportunities present themselves. Our corporate and Go-to-Market infrastructures are
positioned to effectively absorb, scale and create operating leverage for key opportunities that can complement and grow our leading position in
polymers as they arise, all while providing operating leverage to the company. We are also positioned to weather unexpected downturns like the
one we have seen from the pandemic, and to scale up during times of growth, capturing market share and increasing revenues, margins, and
earnings. We are not dependent on any one client or end market, as evidenced by our not having any one customer with which we are
contractually engaged for sale of our products or services that represent greater than 5% of our revenues.
•
Collaborating closely with customers to devise tailored solutions and to accelerate the adoption of 3D printing technology. We prioritize
collaboration with our esteemed blue-chip customers to develop tailored solutions that meet their unique needs. Our deep relationships with these
key stakeholders allow us to gain valuable insights into their challenges and requirements, enabling us to co-create innovative solutions together.
By closely engaging with customers throughout the product development process, we identify opportunities to replace traditional manufacturing
methods with cutting-edge additive manufacturing solutions. Together, we explore new use cases and applications, leveraging our combined
expertise to drive efficiency, cost savings, and competitive advantages. Through this collaborative approach, we not only address immediate needs
but also anticipate future industry trends, positioning ourselves as trusted partners in our customers' journey towards manufacturing excellence.
49
Products and services
Our products
We offer a dedicated suite of products for applications such as rapid prototyping (RP), tooling, and manufacturing parts. Our products include 3D
printing systems, consumable materials, software, paid 3D printed parts service, and support services.
Collectively, this portfolio of products offers a broad range of performance options for our customers, depending on their application, the nature and
size of the designs, prototypes, and/or final parts desired. Our products are available at a variety of different price points and include entry-level desktop
3D printers, a range of mid-systems for prototyping and end use parts production, and large production systems for additive manufacturing at scale. We
also offer a range of 3D printing materials (as described under “Consumable materials” below). The performance of our different systems varies in terms
of capabilities, which are related to the following features:
•
print speed;
•
resolution;
•
materials;
•
resin cartridge capacity / filament spool size;
•
maximum model (or tray) size;
•
repeatability; and
•
duty cycle, or the number of parts that a printer can produce over a given period of time without requiring maintenance.
Our systems are integrated with our software and are supported by services provided to our customers, both directly and through our reseller channel.
Printing systems
We offer a series of printing systems that address the largest parts of the addressable market for polymer 3D printing.
Our 3D printing systems, which are based on our proprietary FDM-(Fused Deposition Modeling), PolyJet, P3, SAF and stereolithography
technologies, are described below:
FDM printers
Stratasys’ market-leading FDM portfolio of printers have exceeded a milestone of 35,000 installed printers. FDM printers are designed to meet a wide
range of applications, from prototyping to manufacturing tools, to production parts. The F170, F370, F770, F190CR and F370CR models, are designed
to meet end- to-end prototyping and jigs & fixtures applications mainly. Where as other larger scale printers like Fortus 450mc, F900 and F3300 models,
largely suit the production of end parts as well as higher requirement jigs & fixtures, and tooling.
The F Series printers enable prototypes that range from rapid, economically-effective concept verification models in PLA material/ fast-draft mode, to
advanced design validation prototypes using a 0.005-inch slice resolution and soluble support for unmatched precision, repeatability and aesthetics. The
F Series product line allows users to create parts in PLA, ABS plus, ASA, TPU, ABS-ESD, Diran and PC-ABS materials, which parts therefore possess
the strength required for true form, fit and functional testing. The F Series printers are designed to enable ease of use and maintenance while offering an
easy-to-use, yet rich user experience with GrabCAD Print software. In 2022, we introduced the composite
50
ready F190CR and F370CR hardened printers that can print Nylon 10CF. These new printers meet customer demand for manufacturing floor jigs,
fixtures and tooling with a higher performance composite material. In [2024], we premiered the F3300, which established a new standard in FDM
industrial 3D printing, with up to twice the speed and throughput of standard fused deposition modeling 3D printers. We have been shipping orders of
the F3300 to leading companies in the automotive, aerospace and defense industries, along with commercial and industrial manufacturers.
The Stratasys Fortus 450mc 3D printer builds high-performance parts in customary materials, but with advanced complexity higher requirements
needed for current-day production manufacturers. Fortus 450mc printer has carbon filled composites for functional prototypes, production parts and
rugged tooling. Additionally, an acceleration of material development—of Validated Materials—has significantly expanded the application set.
Furthermore, an option to license the Stratasys OpenAM™ parameter generator allows users to unlock and tune new custom materials. These systems
are run via easy-to-use interfaces and software controls, making them user-friendly in producing complex parts more efficiently.
The Stratasys F900 printer offers a streamlined workflow and easier job-monitoring with an internal camera and GrabCAD Print software. Standard
certifications are included, eliminating the effort and cost to qualify the 3D printer for the user’s production floor. Additionally, the Advanced Industrial
Solution continues to qualify more materials, which allows a faster, simpler path for certifying additive manufactured parts for aerospace and
transportation industry solutions.
In 2022, we divested our former subsidiary MakerBot, which was merged with Ultimaker. In connection with the merger, a distribution partnership
was established whereby Stratasys-exclusive distributors can sell MakerBot and Ultimaker products.
PolyJet printers
Our PolyJet technology-based, high-end printing systems offer the ability to print multiple materials including color printing in a single part build.
The Stratasys J8 Series printers break restrictive technology barriers, enabling customers to print eight different materials at the same time with more
than 500,000 different color shades and textures, including Pantone® Validated colors, and multiple material properties- ranging from rigid to flexible,
and opaque to transparent. They also 3D print concept models twice as fast as our previous generation printers, supported by a low-cost DraftGrey
material. . The J8 Series 3D printers support KeyShot 3D rendering software, enabling designers to save KeyShot designs directly in the new 3MF
format and produce 3D printed models in a single day, when traditional modeling can take one-to-three weeks.
The J8 series of printers includes also the J850 TechStyleTM printer that allows 3D printing directly on different kinds of fabrics, enabling series
productions in the fashion industry. With the J850 TechStyleTM we also offer our VeroEcoFlex range of materials developed for optimized performance
on fabrics while meeting the fashion industry key sustainability standards (defined by leading companies in the industry).
Another industry-specific version of the J8 series is the Stratasys J850 Digital Anatomy™ printer that helps medical device companies optimize
design throughout the product lifecycle. It 3D prints with GelMatrix™ resin, TissueMatrix™ resin and BoneMatrix™ resin -three advanced materials
which, when combined, form over 100 new, unique digital materials to suit anatomical applications. These materials, when used for 3D printing, produce
medical models and anatomies that achieve a true-to-life feel and response. This includes both soft tissues, including organs and blood vessels as small as
1mm in diameter, as well as porous bone structures, fibrotic tissues, and ligaments. Recently, we released an additional unique software tool to our
medical offering, the Digital Anatomy Creator, allowing seamless creation of different anatomical structures by customizing specific bio-mechanical
properties and color using the
51
available materials. This is an advanced differentiated extension of our GrabCAD software for medical users.
Our J55 Prime 3D Printer makes that same fast, full-color design realism accessible to designers and teams everywhere in an office-friendly format
and smaller footprint. At about a third the price of J8 Series printers, the J55 utilizes five printer materials simultaneously, enabling nearly 400,000
colors or a variety of materials providing tactile, textual, and sensory capabilities. We also introduced a complementary J35™ Pro 3D printer in 2021,
which is an all-in-one, multi material desktop 3D printer for designers and engineers needing up to three materials. Like the J8 printers, both J55 and J35
printers support KeyShot 3D rendering workflow with 3MF file format.
The J55 and J35 3D printers are also available in several industry-specific versions for the Dental and Medical. For Dental we have introduced the J5
DentaJet
and the J3 DentaJet
. The J5 DentaJet
is the industry’s 3D printer able to accommodate mixed trays of dental parts and in 2024 we have
also launch the J5 DentaJet
XL that supports higher throughputs and lower cost per part. We have also recently launched our groundbreaking
TrueDent
Dentures solution for J5 DentaJet
, which are FDA-cleared (class II) for dental appliances, including full and partial dentures. These
unique materials enables batch production of highly aesthetic, monolithic, polychromatic dental appliances. The J3 DentaJet
can produce mixed trays
of various dental applications limited to three materials.
The medical industry-specific J55 versions are the J5 MediJet
and the J5 Digital Anatomy™ printers. The J5 MediJet
is designed to produce
anatomic visual models and drilling and cutting guides that are sterilizable and biocompatible. The J5 Digital Anatomy™ printer was launch in 2024 and
has similar capabilities to the J850 Digital Anatomy™ printer but in a compact accessible platform that supports 5 different resins.
Stereolithography printers
Our Neo® line of industrial stereolithography 3D printers feature dynamic laser beam technology that enables build accuracy, feature detail, and low
variability across the full extent of a large build platform. As an open resin system, the Neo products provide customers materials with a wide range of
properties, such as chemical resistance, heat tolerance, flexibility, durability, and optical clarity, as well as low service requirements, reliability and
accurate builds. All Neo systems are Industry 4.0-ready with Titanium™ control software that includes a camera, network connectivity, support remote
diagnostics, and mid-build parameter customization. The printers can automatically email progress reports on the job. The Neo line of printers provides
a significant build area in a small footprint, with simple day-to-day operation. The largest printer, the Neo800, features a 31.5 x 31.5 x 23.6 in. build
volume. The Neo450s and Neo450e address customer needs for smaller printers, at 17.72 x 17.72 x 15.75 in. We initiated sales of this line of systems
following our acquisition of RPS in February 2021. Following our acquisition of Covestro Additive Manufacturing business unit, which closed in April
2023, we also offer the Somos® materials portfolio for stereolithography printers. Somos materials range from easy-to-use general purpose materials,
like the WaterShed line, to high performance stiff materials for tooling and wind tunnel applications, like the PerFORM line, to Bio-Compatible
materials for different medical applications.
Origin P3 printers
The Origin® 3D printers use P3™ (Programmable PhotoPolymerization) technology to precisely control light, heat, and force, among other variables,
to produce parts with exceptional accuracy and consistency. We engage with a network of materials partners (like BASF, Henkel , Evonik, and Arkema),
who work to develop a wide range of commercial-grade materials for this P3 system, resulting in some of the toughest and most resilient materials in
additive manufacturing, as well as materials dedicated to
TM
TM
TM
T M
TM
TM
TM
TM
TM
52
specific applications that meet different industries’ standards. The Origin One printer and the range of available materials offer best-in-class printing
technology based on digital light processing for production-oriented polymer applications and accelerates our expansion into mass production additive
manufacturing. In 2024 we introduced Origin Two printer that provides higher repeatability, accuracy, and consistency parts production with a
simplified printing workflow. Origin TWO is matching injection molding precision, unavailable with other resin 3D printers, it enables short production
runs and on-demand manufacturing for applications that require superior quality and high part performance
SAF printers
At the end of 2021, we began shipping the first SAF technology-based 3D printer, the H350, in the U.S. and Europe.Throughout 2023, we shipped the
H350 printer to wider territories, including Asia, Israel and New Zealand H Series™ Production Platform printers such as the H350 are designed to give
manufacturers production consistency, a competitive and predictable cost per part, and complete production control for volumes of thousands of parts.
The H350 printer itself was manufactured with a dozen different 3D printed parts made with SAF technology. The printer is designed to meet the needs
of customers in industries such as commercial goods, automotive, and consumer goods and electronics that benefit from the ability to quickly produce
large volumes of 3D-printed parts with compelling and predictable economics. The H350 provides several control features designed to ensure the system
is production-ready. All build data is logged for process traceability and remains fully under the customer’s control. Materials can be controlled, tracked
and traced, and print settings can be fine-tuned for each customer’s needs. We offer customers validated third-party materials, including PA11 and
PA12. We announced GrabCAD Print software for the H350 in late 2021.
Key vertical target markets for printing systems
To further strengthen our leadership position and following our strategy to deepen the focus on additive manufacturing, tooling and rapid prototyping
for specific vertical markets, we have announced a variety of technology and go-to-market partnerships for various key vertical markets, such as
automotive, aerospace, consumer products and healthcare.
Consumable materials
We sell a broad range of Stratasys proprietary 3D printing materials, consisting of over 61 FDM spool-based filament materials, 49 PolyJet cartridge-
based resin materials, 41 hybrid photopolymer resins for SL and DLP and 4 powder materials for PBF. These materials yield a large variety of digital
materials that reflect over 500,000 color variations, transparency, opacity and flexibility levels, for use in our 3D printers and production systems and
provide our customers with all the tools needed to meet their broad application needs. Various of our printing materials are validated or certified in
accordance with internationally-recognized standards. The sale of these materials provides us with a recurring revenue stream from users of our 3D
printers and production systems. In addition, in 2021, we announced a new hybrid ecosystem model for materials which also enables sales of
differentiated 3rd party materials for use in Stratasys systems as well. This Stratasys Material Ecosystem is designed to enable manufacturing customers
to address new applications with demanding requirements through accelerated access to leading industry materials. The ecosystem includes the
following material categories:
•
Stratasys Preferred: Preferred by Stratasys for its customers for the highest-performance applications. These materials are engineered specifically
for Stratasys printers to provide the best combination of material and printer performance and are developed either by Stratasys or third-party
material partners. All currently available Stratasys-made materials are Stratasys Preferred.
•
Stratasys Validated: Materials validated by Stratasys with basic reliability testing to accelerate the expansion of material options available in the
marketplace.
53
•
Open: Unvalidated materials accessible via an annual OpenAM™ Software License. These materials may offer unique attributes and the potential
to address new applications but they have not received validation testing or optimization on Stratasys printers.
We believe this model will help accelerate the move to additive manufacturing at scale and encourage more utilization of its printers. Preferred and
Validated materials are sold through Stratasys channels.
The materials we sell are described below:
FDM materials
The modeling and support filament used in our FDM 3D printers and production systems features a wide variety of production grade thermoplastic
materials. We continue to develop filament modeling materials that meet our customers’ needs for increased speed, strength, accuracy, surface
resolution, chemical and heat resistance, color, and mechanical properties. These materials are processed into our proprietary filament form, which is
then utilized by our FDM systems. Our canister-based system has proven to be a significant advantage for our products, because it allows the user to
quickly change material by simply mounting the lightweight spool and feeding the desired filament into the FDM print and production devices.
Currently, we have a variety of build materials in multiple colors commercially available for use with our FDM technology.
Each material has specific characteristics that make it appropriate for various applications. The ability to use different materials allows the user to
match the material to the end use application, whether it is a pattern for tooling, a concept model, a functional prototype, a manufacturing tool, or an end
use part.
PolyJet materials
Our resin consumables, which consist of our PolyJet family of proprietary acrylic-based photopolymer materials, enable users to create highly
accurate, finely detailed 3D models and parts for a wide range of prototype development and customized manufacturing applications. The wide variety of
resins within the PolyJet family is characterized by transparent, colored, or opaque visual properties and flexible, rigid or other physical properties.
Support materials that are used together with the model materials enable the 3D printing of models with a wide array of complex geometries. Our resin-
based materials are produced in-house and are specially designed for our printing systems.
We have invested significant research and development efforts in optimizing our PolyJet materials for use with inkjet technology. These efforts are
reflected in the properties of these materials, which enable them to be packaged, stored, combined and readily cured upon printing. Our PolyJet materials
are packaged in cartridges for safe handling and are suitable for use in office environments. The polymerized materials can also be machined, drilled,
chrome-plated or painted in most cases.
Stereolithography materials
Our stereolithography materials came to Stratasys from the acquisition of the Covestro Additive Manufacturing SOMOS™ portfolio, which closed in
early April 2023. These hybrid epoxy-acrylate materials offer a variety of functional prototyping solutions, by delivering flexible, durable, rigid, high
temperature or clear properties, to simulate production-targeted polymers.
Additionally, several materials can be utilized for manufacturing applications, such as jigs and fixtures, investment casting, injection mold or
composite tooling applications.
This range of materials enables us to offer a range of solutions from concept modeling and prototyping, to manufacturing In addition, Stratasys holds
a leading patent position in the industry as a result of this portfolio.
54
Other Stratasys materials
Beyond this extensive breadth of materials for Stratasys technology platforms, Stratasys also has the capability to supply materials for non-Stratasys
platforms in powder bed fusion. Stratasys acquired the Addigy® material brand from Covestro. Addigy® powder materials are validated on Powder bed
fusion open system printers (PBF). These PBF technology powder materials are sold by Stratasys to customers who operate selective laser sintering
printers. This powder materials portfolio includes three elastomeric materials (2 TPU and 1 TPE) for various flexible application needs and the first-ever
PBT powder for small series production. (These powders are not yet validated on Stratasys’ own powder-based SAF technology).
Third-party materials partnerships
Further augmenting the Stratasys materials portfolio described above, Stratasys has developed an ecosystem of third-party materials partnerships.
Today, these partnerships include the top materials companies in the AM industry,such as BASF, Henkel, Arkema, ALM, Kimya and more. Not only do
these partnerships provide our customers with expanded application potential from the validated materials they offer, but they also provide us the
opportunity to speed materials innovation through targeted collaboration.
Software
Software is an integral part of our solutions-based, go-to-market strategy. Built on cloud, desktop and mobile technologies, the GrabCAD Additive
Manufacturing Platform is an open and enterprise-ready software platform that enables manufacturers to manage production-scale additive
manufacturing operations. Stratasys’ platform is specifically designed for the unique needs of additive manufacturing across the entire digital thread -
from design through production - while also integrating with Industry 4.0 infrastructure and enterprise applications. As of February, 2025, the platform
consists of more than 42,200 application users, 19,000 3D printers, and over 6,300 workflow users. The platform processes 35 gigabytes of data streams
per day. Several components are included in the platform:
GrabCAD Print, our job programming software, enables the unique features of our 3D printing technologies such as creating lightweight, structurally
sound infills for FDM, and multi-material and color and material management for PolyJet. The feature set of GrabCAD Print is designed to make the
process of creating high-quality, highly detailed and accurate models accessible to users in Engineering and Design Offices, Enterprise Model Shops,
Manufacturing and Health Care markets.
On top of GrabCAD Print, we also offer GrabCAD Print Pro. This is a package of new features and tools that extend the capabilities of GrabCAD
Print Standard and are focused on improving accuracy and saving time for professional users. It includes features like: Accuracy center, labeling,
automation, costing, split, repair etc.
GrabCAD Print natively reads commonly used 3D CAD file formats as well as traditional STL and VRML files, transforming them into instructions
to drive our 3D printing systems. Our software provides a robust collection of features, including structural toolpath and infill controls, color and
appearance management, multi-material management, automatic support generation, part scaling, positioning and nesting, as well as geometric editing
capabilities.
The GrabCAD Print scheduling software includes capabilities to manage the operations of one or more printers including tray packing and
optimization, job estimation, system availability, scheduling and monitoring via desktop, web or mobile devices. Additionally, analytics information is
available in the form of standard utilization, material usage and job history reports enabling managers and operators to maximize the use of our 3D
printing systems.
55
GrabCAD Streamline Pro subscription software is a comprehensive workgroup software suite, powered by GrabCAD Print™. Designed to connect
people, parts and printers, GrabCAD Streamline Pro reduces the effort in managing a company’s entire fleet of Stratasys 3D printers from one platform.
It creates the opportunity for secure, centralized software workflows for efficient part production at any scale, regardless of the number of printers or
types of parts printed. This thereby leads to higher efficiency, reduced cost and business process automation. •GrabCAD Streamline Pro supports FDM
and PJ Stratasys technologies, with plans to add support for SAF, DLP and SL Stratasys technologies in the future.
GrabCAD IoT Platform is a solution designed to transform how customers manage their 3D printing operations and optimize additive manufacturing
productivity. The GrabCAD® IoT Platform is available to Stratasys customers with GrabCAD® Streamline Pro™ workgroup software, with PolyJet
J3/J5 Series™ printers and from Stratasys Customer Support. The solution is planned to be rolled out to other technologies in the future.
The GrabCAD Software Development Kit (SDK) enables companies and Independent Software Vendors (ISVs) to integrate Stratasys 3D printing at
production scale with existing design and manufacturing software applications infrastructure to support enterprise goals such as system connectivity,
compliance and workflow automation. The GrabCAD SDK leverages standard protocols such as MTConnect and provides Application Programming
Interfaces (API’s), documentation, sample code and a professional support network.
The GrabCAD Software Partner Program is available to Independent Software Vendors (ISVs) wishing to integrate into the GrabCAD AM Platform.
The GrabCAD Software Partner Program makes up a robust ecosystem of software partners in Additive Manufacturing powered by Stratasys. Stratasys
provides access to the GrabCAD SDK— a complete set of developer tools to support system integration as well as support.
The GrabCAD Community is an online community of over 15 million professional engineers, designers, manufacturers and students who share best
practices via tutorials, discussion forums, design/print challenges and 3D content.
Our software is available in nine languages to promote usage in the regions worldwide in which we operate.
Online Community
GrabCAD Community
We operate the GrabCAD Community for mechanical engineers, designers, manufacturers and students where members can share best practices via
tutorials, discussion forums, and design/print challenges. This community had more than 15 million members and over 1.7 million CAD files available
for free download as of the end of 2024.
56
Our services
Support services and warranty
Customer support
Our customer success department provides on-site system installation, operator training, a full range of maintenance and repair services and remote
technical support to users of our products. We provide support to our customers directly and through our resellers, ensuring that support and parts may
be readily obtained worldwide. We also offer advanced training to our customers and preventive maintenance, particularly on our high-performance
systems. Our support network consists of the following:
•
Stratasys-certified engineers who provide worldwide, on-site installation, training and support;
•
direct support engineers through our company;
•
indirect support engineers through certified partners, including third-party service organizations or selected resellers who provide support for our
systems;
•
phone and direct on-site company support in eight languages, and resellers indirect support in local languages;
•
service logistics in key regional centers;
•
training facilities and resources in regional centers;
•
customer-relationship management (CRM) system and learning management system (LMS) to ensure high-quality support for our customers and
resellers, including secure remote access to a customer service database containing service history and technical documentation to aid in
troubleshooting and repairing systems;
•
free content on YouTube to help self-maintenance and troubleshooting;
•
support, tools and up-to-date information to our direct customer and distribution channels from our product support engineering team;
•
full range of commercial service programs to support the high utilization of our 3D printers and our customers’ unique needs; and
•
an e-commerce platform allowing for smooth and fast purchasing of our 3D printing materials, and also opening service tickets and following their
status.
Our goal is to ensure maximum uptime and productivity for our AM systems. In order to do so, we regularly update the technical documentation
related to our systems, offer extensive training courses for operators and promote proactive knowledge sharing designed to help users maximize the
value of their equipment and to expand the applications for which they employ our 3D printing and production systems.
We offer services on a time and materials basis, as well as a full range of post-warranty maintenance contracts with varying levels of support and
pricing, as described below under “Extended support programs.” Customer support is represented on cross-functional product development teams within
our company to ensure that products are designed for serviceability and to provide our internal design and engineering departments with feedback on
field issues. Failure analysis, corrective action, and continuation engineering efforts are driven by data collected in the field. Ongoing customer support
initiatives include the development of advanced diagnostic and troubleshooting techniques and comprehensive preventative maintenance programs, an
expanded training and certification program for Stratasys and Stratasys partners’ technical personnel, and improved communication between the field
and the factory.
57
Basic warranty
Our printing systems are sold with warranties that range from 90 days to, typically, one year from installation, depending upon the product line and
geographic location.
Warranties are typically accompanied by on-site maintenance support. Receipt of maintenance and repair services after the warranty period is subject
to the terms of our extended support programs, to the extent purchased by the end-user, as described below.
Extended support programs
Recognizing that our end-users have varying support needs, we offer a range of support programs that enable our end-users to continue to receive
maintenance services beyond the initial warranty period. These support programs contain varying degrees of the support services described above and
are priced accordingly.
As part of our support programs, in light of our being subject to FDA regulation with respect to our first certified medical device with TrueDent resin,
we have in place suitable processes to support customer complaints under the FDA’s standards.
Leasing and other services
We have arrangements, in certain countries, in which third-party financial institutions independently provide lease financing directly to our
customers, on a non-recourse basis to the Company. In these arrangements, we sell and transfer title of the equipment to these financial institutions.
Generally, we have no continuing ownership rights in the equipment subsequent to its sale. In addition, we provide pay-per-usage subscription services
for our 3D printers and 3D production systems via partners in our global manufacturing network. The revenues generated from such program were
insignificant.
We also offer a ‘Try and Buy’ program, which provides businesses the ability to try out a 3D printer prior to deciding whether or not it’s the right fit
for their company.
The potential purchasers of a 3D printer receive customer support from our company during the trial period.
Stratasys Direct Manufacturing paid-parts service
Stratasys Direct Manufacturing is a contract manufacturing service provider of parts on-demand via polymer 3D printing processes. With over 30
years of experience, Stratasys Direct provides rapid prototyping and production parts using the broadest set of polymer additive technologies of any
service bureau in North America and backed by experts ready for the most complex projects. With Stratasys Direct, customers can quickly design,
innovate and meet demands of any complexity or scale by accessing the right expertise, industrial-grade 3D printing technologies, and materials without
the capital expense. Stratasys Direct pioneered additive manufacturing production applications and specializes in guiding customers from concept
development and prototyping through short-run production and long-term manufacturing. Stratasys and Stratasys Direct work together to help Stratasys
customers meet their needs with infinite manufacturing capacity or access to technologies or material they do not have in-house.
Stratasys Direct Manufacturing also operates an ecommerce service for quick-turn parts, www.stratasysdirect.com, which enables its customers to
obtain quotes and order parts around the clock, seven days a week.
58
Customers
We have a diverse set of customers worldwide, including, among other prominent companies: General Motors; BAE Systems; Boeing; Blue Origin,
the U.S. Navy and the Mayo Clinic. No single customer or group of affiliated customers nor any individual sales agent or group of affiliated sales agents
accounted for more than 10% of our sales in 2024, 2023, or 2022. Our solutions are used across a wide array of applications in a variety of different
industries.
Marketing, sales and distribution
Marketing
Our marketing strategies are tailored to achieve several key objectives. These include elevating awareness to our brand and offering and establishing
thought leadership in manufacturing and key relevant spaces for AM industry and our solutions and product areas. We also aim to build our brand
leadership across multiple industries, including automotive, aerospace, defense, medical, dental, fashion, education, and consumer goods. Furthermore,
we are committed to expediting and enhancing sales growth while enhancing customer loyalty and lifetime value.
To attain these goals, we execute a multifaceted approach that encompasses thought leadership initiatives, relations with industry analysts, digital
campaigns, events and impactful product launches. Integrated campaigns serve to deepen connections with our existing customer base while expanding
our reach to attract new clients. This approach stimulates demand and generates leads across our strategic markets, encompassing both our direct
operations and our extensive network of resellers.
Our marketing arsenal combines inbound and outbound strategies for maximum impact. Inbound tactics leverage digital platforms, including blogs,
social media, search engine optimization (SEO), search engine marketing (SEM), and engaging webinars and white papers to nurture leads. On the
outbound front, we deploy digital and print communication campaigns, execute public relations efforts, initiate direct mail and email outreach, host
virtual and in-person tradeshows and roadshows, and orchestrate thought leadership events. We maintain an active presence in newsletters, industry
associations, and leverage referrals to bolster our engagement.
Additionally, our regional offices across the globe house state-of-the-art product and technology demonstration facilities, reinforcing our commitment
to showcasing our solutions effectively.
Our resellers are integral to our success, and we prioritize their growth by providing essential tools and support. We offer a comprehensive suite of
marketing resources, including brochures and product guides, and extend co-marketing opportunities to enhance their visibility and drive sales. To
ensure their competence in marketing and selling our products, we offer training and education programs.
We closely monitor and assess the outcomes of our marketing initiatives, continuously striving to discern evolving customer needs. This analysis
informs our product roadmaps and individual marketing plans, enhancing distribution optimization and facilitating seamless product release, ramp-up,
and sales processes.
59
Sales distribution methods
Our sales organization sells, distributes and provides follow-up support services with respect to our AM systems and related consumables, through a
worldwide sales and marketing infrastructure. We generally use two methods for distribution and support: (i) sales to resellers who purchase and resell
our products (including materials) and through whom follow-up support and maintenance services and replacement parts are provided to end-users; and
(ii) direct sales of systems or services to end-users without the involvement of any intermediaries, for which all aspects of our sales and follow-up
services are handled exclusively by our company. Our resellers are overseen by regional managers and some resellers operate on a non-exclusive basis,
although we believe that most do not sell competing AM systems.
Almost all of the reseller locations that distribute our products have our AM systems available for tradeshows, product demonstrations, and other
promotional activities. Additionally, many of them enjoy a long-term presence and offer third-party 3D CAD software packages in their respective
territories, enabling them to cross-sell our systems to customers who purchase those other products.
In addition to traditional direct sales and reseller-based sales of our AM systems and related consumables, we also utilize an online customer/partner
digital hub which serves as a direct digital method for distribution of our products. The online hub acts as a point of sale for consumables, software and
spare parts to end-users who own our systems.
Geographic structure of sales organization
The primary sales organization for our 3D printers and production systems including related consumables, materials and services is divided into
groups based on the following geographical regions: Americas; Europe and Middle East; APAC. This structure allows us to align our sales and
marketing resources with our diverse customer base. Our sales organization in each region provides sales support to the network of independent reseller
and sales agent locations throughout the particular region. We also operate sales and service centers in various locations throughout the Americas and
internationally, including: Baden-Baden, Germany; Shanghai, China; and Tokyo, Japan.
We believe that this strong geographic distribution of our sales organization, along with our manufacturing capabilities in various locations (as
described below under “Manufacturing and suppliers— Manufacturing”) could positively impact our business. Given the likelihood of increased tariff
rates and reciprocal tariffs to be imposed by the U.S. administration and other countries (as described above under “Item 3.D. Risk Factors- Risks related
to our business and financial condition— Import tariffs, taxes, customs duties and other trading regulations…”), our ability to manufacture and distribute
our products in the countries and regions in which our customers are located, without becoming subject to those tariffs, could be a competitive advantage
for us. In particular, we manufacture most of our industrial solutions in the U.S. (at our Minnesota facilities), which should enable us to minimize tariffs
when selling those solutions to the U.S. market, which is our largest single market. The capability of our solutions being produced near our customers
should benefit our customers from a tax perspective on a global basis, by reducing excess multi-jurisdictional taxation.
Manufacturing and suppliers
Manufacturing
The manufacturing process for our 3D printing and production FDM, PolyJet, stereolithography (or SLA), and P3 (digital light printing) technology
systems consists of assembling those systems using both off-the-shelf and customized components manufactured specifically for us and producing and
packaging the consumables products to be used by those systems. Our core competencies include FDM, PolyJet,
60
SLA and DLP systems assembly and integration, software installation and resin and filament manufacturing. The majority of those activities are done
internally at our facilities. We currently operate on a build-to-forecast basis and obtain all parts used in the FDM and PolyJet systems manufacturing
process from either distributors of standard electrical or mechanical parts or custom fabricators of our proprietary designs. Our manufacturers and
suppliers are periodically assessed by us based on their on-time performance and quality.
We purchase major component parts for our FDM, PolyJet SLA and DLP systems from various suppliers, subcontractors and other sources, and test
those parts in our U.S., Israeli and U.K facilities.
Computer-based Material Requirements Planning, or MRP, is used for reordering to better ensure on-time delivery of parts and raw materials.
Operators and assemblers are trained on assembly and test procedures including Assembly Requirement Documents, which originate in engineering. In
the manufacturing processes for our FDM, PolyJet, SLA and DLP systems, and for our consumables, we employ a Quality Management System, or
QMS, that meets international quality standards including ISO 9001:2008 and ISO 13485:2003, in the case of medical devices. We also outsource the
manufacturing of main subassemblies up to fully assembled systems ready for integration.
The system assembly process for our FDM, PolyJet, SLA and DLP systems includes semi-automated functional tests of key subassemblies. Key
functional characteristics are verified through these tests, and the results are stored in a statistical database.
Upon completion of the assembly of our 3D printing and production FDM, PolyJet, SLA and DLP systems, we perform a complete power up and
final quality tests to help ensure the quality of those products before shipment to customers. The final quality tests must be run error-free before the
FDM, PolyJet, SLA and DLP systems can be cleared for shipment. We maintain a history log of all FDM, PolyJet, SLA and DLP products that shows
revision level configuration and a complete history during the manufacturing and test process. All identified issues on the FDM, PolyJet, SLA and DLP
systems during the manufacturing process are logged, tracked and used to make continuous production process improvements. The commonality of
designs among our different FDM, PolyJet, SLA and DLP product families eases the transition to manufacturing new designs.
Our filament production have used Factory Physics® techniques to manage critical buffers of time, capacity and inventory to ensure product
availability. We also use the “5S” method (Sort, Set-in-order, Shine, Standardize and Sustain) and a continuous improvement system as part of our lean
manufacturing initiatives to improve organization and efficiency.
Inventory and suppliers
We maintain an inventory of parts to facilitate the timely assembly of products required by our production plan. While most components are available
from multiple suppliers, certain components used in our systems and consumables are only available from single or limited sources. In particular, the
printer heads for our PolyJet 3D printing systems are supplied by a sole supplier, Ricoh. We consider our single and limited-source suppliers (including
Ricoh) to be reliable, but the loss of one of these suppliers could result in the delay of the manufacture and delivery of the relevant components (and,
ultimately, of our products). This type of delay could require us to find and re-qualify the component supplied by one or more new vendors. Although we
consider our relationships with our suppliers to be good, we continue to develop risk management plans for these critical suppliers. In order to hedge
against the risk of a discontinuation of the supply of our inkjet printer heads in particular, we maintain a reasonable supply of excess inventory of printer
heads.
61
Ricoh Agreement
We purchase the printer heads for our inkjet 3D printing systems from Ricoh pursuant to an OEM Purchase and License Agreement with Ricoh, or the
Ricoh Agreement.
Under the Ricoh Agreement, we place orders for print heads and associated electronic components, or the Ricoh Products. Together with provision of
these items, Ricoh provides us with a non-transferable, non-exclusive right to assemble, use and sell the Ricoh Products under Ricoh’s patent rights and
trade secrets.
Pricing under the Ricoh Agreement depends on the quantity of Ricoh Products that we purchase during any given month, and to the extent that we
commit to a certain annual minimum prior to an upcoming year, we receive a set, discounted price for all Ricoh Products ordered during that upcoming
year.
The Ricoh Agreement ran for an initial term of five years (which we renewed in September 2016) and automatically renews for additional one-year
periods thereafter unless either party provides the other six months’ advance written notice of termination prior to the end of the then-current term. The
Ricoh Agreement may be cancelled by either party if (i) the other party substantially breaches any material provision of the agreement and has not cured
such breach within 30 days of receipt of written notice thereof, or (ii) upon the occurrence of certain bankruptcy events, and may furthermore be
cancelled by Ricoh if we fail to cure a breach of an undisputed payment obligation within thirty (30) days of the breach.
At any time during the term of the Ricoh Agreement, Ricoh may discontinue the manufacture and supply of a print head model, so long as it provides
us with at least eighteen (18) months’ prior written notice of such discontinuance and honors all of our purchase orders for the subject print head model
within the notice period. During the period of five years from the earlier of either the termination of the Ricoh Agreement or the date of discontinuance
of the manufacture of Ricoh Products (that is, following the 18-month notice period described in the previous sentence), we are entitled to purchase
additional Ricoh Products for the sole purpose of providing replacements for the installed base of Ricoh Products, including one final purchase order that
we may place in the final year of such five-year period and that must be filled by Ricoh within twelve months of when it is placed.
The Ricoh Agreement may not be assigned by either party without the other party’s prior written consent, which may not be unreasonably withheld.
Research and development
We maintain an ongoing program of research and development, or R&D, to develop new systems and materials and to enhance our existing product
lines, as well as to improve and expand the capabilities of our systems and related software and materials. This includes significant technology platform
developments for our FDM, PolyJet, P3, SAF and SLA technologies, our AM systems, including our integrated software,3 our family of proprietary
acrylic-based photopolymer materials for PolyJet, SL and P3 technologies, and our family of proprietary thermoplastic materials for FDM printing. Our
research aims to develop both incremental and disruptive improvements, as well as more affordable products. Our engineering development efforts also
focus on customer requested enhancements, and development of new modeling processes, software and user applications. In particular, we have devoted
significant time and resources to the development of a universally compatible and user-friendly software system.
Our R&D department is divided into groups based on scientific disciplines and product lines. We continue to standardize our product platforms,
leveraging each new design so that it will result in multiple product offerings that are developed faster and at reduced expense.
62
We invest a significant amount of our resources in R&D, because we believe that superior technology is a key to maintaining a leading market
position. Our net R&D expenses were approximately $99.1 million, $94.4 million and $92.9 million in the years ended December 31, 2024, 2023 and
2022, respectively. Our consumable materials development and production operations for our FDM, PolyJet, P3, SLA and SAF systems are located at
our facilities in Eden Prairie, Minnesota; Rehovot, Israel; Kiryat Gat, Israel; Elgin, Illinois; Geleen, Netherlands; and Lengwil, Switzerland. We regard
the consumable materials formulation and manufacturing process as a trade secret and hold patent claims related to these products. We purchase and
formulate raw materials for our consumables production from various polymer resin and thermoplastic materials suppliers with different levels of
processing and value-add applied to the raw materials.
Intellectual property
We consider our proprietary technology to be important to the development, manufacture, and sale of our products and seek to protect such
technology through a combination of patents, trade secrets, and confidentiality agreements and other contractual arrangements with our employees,
consultants, customers and others. All patents and patent applications for additive manufacturing processes and apparatuses associated with our
technology were assigned to us by those inventors. The principal granted patents relate to our FDM systems, our PolyJet technologies, our 3D printing
processes and our consumables, certain of which have already expired and certain of which have expiration dates ranging from 2025 to 2040.
We are also a party to various licenses and other arrangements that allow us to practice and improve our technology including a patent license
agreement with Cornell University providing access to certain tool changer patents.
In addition, we own certain registered trademarks and make use of a number of additional registered and unregistered trademarks, including
“Stratasys”, the Stratasys Signet logo, “Objet”, “PolyJet”, “Connex”, ”J8 Series”, “J850”, “J826”, “J750”, “J700”, “J5”, “J35”, “J55”, “Vero”,
“VeroFlex,” “VeroEco,” “VeroUltra”, “VeroVivid”, “Tango”, “Durus”, “Rigur”, “Elastico”, “Digital ABS”, “TrueDent”, “TrueDent-D”, “ProBleacher”,
“ProSurface”, “FDM”, “Fortus”, “F123 Series”, “F370”, “F900”, “F770”, “F3300”, “Fortus 450mc”, “Insight”, “Antero”, “Diran”, “XTEND”, “Origin”,
“Origin One”, “P3”, “Stratasys Direct Manufacturing”, “Stratasys Direct”, “GrabCAD”, “GrabCAD Community”, “GrabCAD Print”, “GrabCAD
Shop”, “GrabCAD Steamline”, “OpenAM”, “ProtectAM”, “DentaJet”, Medijet”, “Digital Anatomy”, “TissueMatrix”, “GelMatrix”, “BoneMatrix”,
“RadioMatrix”, “3DFashion”, “TechStyle”, “FabriX”, “Neo”, “Neo800”, “Neo450”, “Titanium”, “Titanium Assistant”, “H350”, “H Series”, “SAF”,
“Big Wave”, “Selective Absorption Fusion”, “PowderEase”, “ReLife”,“Somos”, “WaterClear”, “WaterShed”, “PerFORM”, “WeatherX”, “Addigy”,
“RapidQuotes”, “Mindful Manufacturing”, “3D Printing a Better Tomorrow” and “Make additive work for you”.
We believe that, while our patents provide us with a competitive advantage, our success depends on our marketing, business development,
applications know-how and ongoing research and development efforts, in addition to our rights under granted and pending patents. Accordingly, we
believe that the expiration of any single patent, or the failure of any of single patent application to result in an issued patent, would not be material to our
business or financial position. In any event, there can be no assurance that our patents or other intellectual property rights will afford us a meaningful
competitive advantage. Please see the risk factor related to the expiration of our patents in “Item 3.D Risk Factors-Risks related to our intellectual
property.”
63
Competition
Our principal competitors consist of other developers of additive manufacturing systems as well as other companies that use fused deposition
modeling or inkjet-based or vat polymerization or digital light processing (DLP) or power bed fusion technologies to compete in additive manufacturing.
The companies that offer these technologies to compete with us include, inter alia, 3D Systems Corporation, EOS GmbH, HP, Carbon, Inc.,Formlabs,
Markforged, Inc. and Desktop Metal.
These technologies, which compete for additive manufacturing users, possess various competitive advantages and disadvantages relative to one
another within the key categories upon which competition centers, including resolution, accuracy, surface quality, variety and properties of the materials
they use and produce, capacity, speed, color, transparency, the ability to print multiple materials and others. Due to these multiple categories, end-users
usually make purchasing decisions as to which technology to choose based on the characteristics that they value most. This decision is often application
specific. The competitive environment that has developed is therefore intense and dynamic, as players often position their technologies to capture
demand in various verticals simultaneously.
We are positioned to compete in our industry mainly on the following bases, which we view as competitive strengths:
•
material properties of printed objects, such as heat resistance, toughness, brittleness, elongation-to-break, color and flexibility;
•
quality of printed objects measured by, among other things, resolution, accuracy and surface quality;
•
multiple production-grade modeling materials;
•
our offering of the best multi-color, multi-material 3D printing systems in the market;
•
reliability and repeatability of our printing systems;
•
ease of use, including of one-step automated modeling process.
•
automated, hands-free support removal;
•
high level of customer service; and
•
deep application domain know-how and expert services, including among our channel network.
We offer a wide range of systems with varying features, capacities and price points. We believe that this enables us to compete with the other additive
manufacturing technologies for a wide range of customers with a variety of applications and goals for their additive manufacturing.
We also compete with companies that use traditional prototype development and customized manufacturing technologies, and we expect future
competition to arise from the development of new technologies or techniques.
Seasonality
Historically, our results of operations were subject to seasonal factors. Stronger demand for our products historically occurred in our fourth quarter
primarily due to our customers’ capital expenditure budget cycles and our sales compensation incentive programs. Our first and third quarters
historically were our weakest quarters for overall unit demand. The first quarter was typically a slow quarter for capital expenditures in general. The
second quarter was typically when we would see our largest volume of educational related sales, which normally qualified for special discounts as part
of our long-term penetration strategy.
64
Since prior to the COVID-19 pandemic (ever since 2019), however, our historical seasonality pattern has been disrupted, and we have not seen a
steady pattern as to the level of demand in the various quarters from year to year.
We experience seasonality within individual fiscal quarters, as a substantial percentage of our system sales often occur within the last month of each
fiscal quarter. This trend has the potential to expose our quarterly or annual operating results to the risk of unexpected, decreased revenues in the case of
our inability to build systems, consummate sales and recognize the accompanying revenues prior to the end of a given quarter.
Global operations
We have offices in, among other locations, Brazil, China, Germany, Hong Kong, Israel, Japan, Korea, India, Mexico, the United Kingdom and the
United States, and organize our operations by geographic region, focusing upon the following key regions: the Americas; Europe and Asia Pacific. Our
products are distributed in each of these regions, as well as in other parts of the world. Our customers are dispersed geographically, and we are not
reliant on any single country or region for most of our product sales and services revenues, although 59.7% of our 2024 revenues were generated in the
Americas and our Stratasys Direct Manufacturing printed parts services are primarily based in the United States and therefore reliant on United States
customers. A breakdown of our consolidated revenues by geographic markets and by categories of operations (that is system, consumables and services)
for the years ended December 31, 2024, 2023 and 2022 is provided in “Item 5.A Operating and Financial Review and Prospects- Operating Results.” In
maintaining global operations, our business is exposed to risks inherent in such operations, including currency fluctuations, market conditions, and
inflation in the primary locations in which our operating expenditures are incurred. Information on currency exchange risk, market risk, and inflationary
risk appears elsewhere in this annual report in “Item 3.D Risk Factors” and in “Item 11. Quantitative and Qualitative Disclosure About Market Risk-
Foreign Currency Exchange Risk”.
Employees
The total number of our full-time equivalent employees, and the distribution of our employees (i) geographically and (ii) within the divisions of our
company, in each case as of December 31, 2024, 2023 and 2022, are set forth in this annual report in “Item 6.D Directors, Senior Management and
Employees—Employees”.
Government regulation
We are subject to various local, state and federal laws, regulations and agencies that affect businesses generally. These include:
•
regulations promulgated by federal and state environmental and health agencies;
•
foreign environmental regulations, as described under “Environmental, Social and Governance Matters” immediately below;
•
the federal Occupational Safety and Health Administration;
•
the U.S. Foreign Corrupt Practices Act;
•
laws pertaining to the hiring, treatment, safety and discharge of employees;
•
export control regulations for U.S. made products;
•
Israeli tax regulations, as described under “Israeli Tax Considerations and Government Programs” below;and
65
•
CE regulations for the European market.
•
medical device regulations, such as the U.S. FDA Code of Federal Regulations.
Environmental, Social, and Governance (ESG) and Sustainability
At Stratasys, we understand the profound impact that Additive Manufacturing can have on people and the planet. Our commitment to Mindful
Manufacturing™ aligns our business strategy with ESG principles and sustainability, ensuring that we lead the way in transforming manufacturing
processes to be more sustainable, efficient, and innovative.
As affirmation of the efforts and achievements on our sustainability roadmap, in 2024 we received our first-ever EcoVadis certification, achieving a
Silver sustainability rating, placing us in the 90 percentile joining the top 10% of all companies assessed globally. This is a milestone for our Company
and industry and a testament to the policies and procedures we have in place for environmental, ethics, labor, and sourcing management under the ESG
umbrella.
Environment
In 2024, we continued to drive progress in reducing greenhouse gas (GHG) emissions, expanding renewable energy adoption, and addressing Scope 3
emissions across our value chain. Our commitment to environmental responsibility was further reinforced by extending ISO 14001 certification to our
EMEA headquarters and SMACS manufacturing site, demonstrating our focus on global environmental management.
Circularity and waste reduction are at the heart of our approach. Initiatives like the SAF ReLife Solution exemplify our dedication to sustainable
manufacturing, promoting reuse and extending the lifecycle of materials. Additionally, our enhancements to GrabCAD Print and Print Pro, including
carbon emissions estimation capabilities, empower our customers to decarbonize their production processes while optimizing workflows.
We collaborate with customers, stakeholders, and industry leaders to advance sustainability across the entire additive manufacturing ecosystem,
ensuring our solutions deliver measurable environmental benefits.
Social
We recognize that our people and communities are key to our success. In 2024, we advanced professional development through comprehensive
training programs, strengthened our commitment to diversity and inclusion, and enhanced employee health, safety, and wellbeing. Competitive benefits
and a supportive workplace culture remain central to our people-first philosophy.
Our dedication to employee health and safety was reinforced by the expansion of ISO 45001 certification to our EMEA headquarters and SMACS
manufacturing site. Additionally, we implemented an advanced global Environmental, Health, and Safety (EHS) management system, enabling us to
proactively manage risks, ensure compliance, and enhance workplace safety across our sites globally.
Our Customer First approach is pivotal in ensuring we meet the evolving needs of those we serve. Beyond our business operations, we expanded our
community impact initiatives, driving meaningful social impact through education, healthcare, and disaster relief efforts. These programs reflect our
dedication to creating shared value for our employees, customers, and communities.
th
66
Governance
Robust governance underpins our commitment to transparency, accountability, and ethical operations. At Stratasys, we are guided by a long-standing
Code of Conduct that reflects our core values and sets the standard for ethical behavior across our global operations. These principles extend to our
supply chain through our Supplier Code of Conduct, which ensures that our partners align with our standards for responsible sourcing, environmental
stewardship, and human rights.
In 2024, we further strengthened supplier sustainability management by establishing processes to evaluate and enhance the sustainability performance
of our suppliers. This initiative helps us manage risks across our supply chain and aligns with our principles of responsible sourcing. We also announced
the appointment of S. Scott Crump - long-standing Director, Stratasys Co-founder, member of the Stratasys Board of Directors, and inventor of the
company’s FDM® fused deposition modeling printing technology - as the company’s ESG & Climate Champion.
Stakeholder engagement continues to guide our governance strategy. We prioritize sustainability transparency and disclosure by aligning with
international ESG reporting standards and publishing detailed ESG reports that outline our progress, goals, and impacts. By actively engaging with
customers, employees, investors, and partners, we ensure our sustainability efforts remain actionable, credible, and aligned with stakeholder
expectations.
Our focus on innovation, collaboration, and responsible business practices drives us to set a benchmark for the Additive Manufacturing industry.
Through Mindful Manufacturing™, we aim to 3D Print a Better Tomorrow™, combining ESG principles with cutting-edge solutions that empower
our stakeholders and protect our planet.
Israeli and Multinational Tax Considerations and Government Programs
Tax regulations also have a material impact on our business, particularly in Israel where we are organized and have one of our headquarters. The
following is a summary of certain aspects of the current tax structure applicable to companies in Israel, with special reference to its effect on us (and our
operations, in particular). The following also contains a discussion of the Israeli government programs applicable for us. To the extent that the discussion
is based on new tax legislation that has not been subject to judicial or administrative interpretation, we cannot assure you that the tax authorities or the
courts will accept the views expressed in this discussion. This discussion does not address all of the Israeli tax provisions that may be relevant to our
Company. For a discussion of the Israeli tax consequences related to ownership of our capital stock, please see “Israeli Taxation Considerations” in Item
10.E below.
General Corporate Tax Structure in Israel
Generally, Israeli companies are subject to corporate tax on their taxable income. Since 2018, the corporate tax rate has been 23%. However, the
effective tax rate payable by a company that derives income from an “Approved Enterprise”, a “Beneficiary Enterprise” or a “Preferred Enterprise”, a
“Special Preferred Enterprise”, a “Preferred Technology Enterprise” or “Special Preferred Technology Enterprise” as further discussed below, may be
considerably lower. See “Law for the Encouragement of Capital Investments” in this Item below. Capital gains derived by an Israeli company are
generally subject to the prevailing regular corporate tax rate.
Besides being subject to the general corporate tax rules in Israel, we have also, from time to time, applied for and received certain grants and tax
benefits from, and participate in, programs sponsored by the Government of Israel, described below.
67
Israeli Law for the Encouragement of Industry (Taxation), 1969
The Company is an “Industrial Company” as defined by the Israeli Law for the Encouragement of Industry (Taxation), 1969, and, as such, is entitled
to certain tax benefits including accelerated depreciation, deduction of public offering expenses in three equal annual installments and amortization of
other intangible property rights for tax purposes.
Law for the Encouragement of Capital Investments
Tax incentives programs which were relevant for the company until financial year 2020
The Law for the Encouragement of Capital Investments, 5719-1959, to which we refer as the Investment Law, provides certain incentives for capital
investments in a production facility (or other eligible assets). Generally, an investment program that is implemented in accordance with the provisions of
the Investment Law, which may be either an “Approved Enterprise”, a “Beneficiary Enterprise” or a “Preferred Enterprise”, a “Special Preferred
Enterprise”, a “Preferred Technology Enterprise” or “Special Preferred Technology Enterprise”, is entitled to benefits as discussed below. These benefits
may include cash grants from the Israeli government and tax benefits, based upon, among other things, the location within Israel of the facility in which
the investment and manufacture activity are made. In order to qualify for these incentives, an Approved Enterprise, a Beneficiary Enterprise or, a
Preferred Enterprise, a Special Preferred Enterprise, a Preferred Technology Enterprise or Special Preferred Technology Enterprise, is required to comply
with the requirements of the Investment Law.
The Investment Law has been amended several times over the recent years, with the three most significant changes effective as of April 1, 2005, to
which we refer as the 2005 Amendment, as of January 1, 2011, to which we refer as the 2011 Amendment, and as of January 1, 2017, to which we refer
as the 2017 Amendment. Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its
revision by the 2005 Amendment, remain in force, but any benefits granted subsequently are subject to the provisions of the amended Investment Law.
Similarly, the 2011 Amendment introduced new benefits instead of the benefits granted in accordance with the provisions of the Investment Law prior to
the 2011 Amendment, yet companies entitled to benefits under the Investment Law as in effect up to January 1, 2011, were entitled to choose to continue
to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such benefits and elect for the benefits of the 2011
Amendment. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the existing tax benefits.
The following discussion is a summary of the Investment Law prior to its amendments as well as the relevant changes contained in the new
legislation.
Tax benefits for Approved Enterprises approved before April 1, 2005.
Under the Investment Law prior to the 2005 Amendment, a company that wished to receive benefits on its investment program that is implemented in
accordance with the provisions of the Investment Law, to which we refer as an “Approved Enterprise”, had to receive an approval from the Israeli
Authority for Investments and Development of the Industry and Economy, to which we refer as the Investment Center. Each certificate of approval for an
Approved Enterprise relates to a specific investment program in the Approved Enterprise, delineated both by the financial scope of the investment,
including sources of funds, and by the physical characteristics of the facility or other assets.
An Approved Enterprise may elect to forego any entitlement to the cash grants otherwise available under the Investment Law and, instead, participate
in an alternative benefits program. We have chosen to receive the benefits through the alternative benefits program. Under the alternative benefits
program, a company’s undistributed income derived from an Approved Enterprise will be exempt from corporate tax
68
for a period of between two and ten years from the first year of taxable income, depending on the geographic location within Israel of the Approved
Enterprise, and a reduced corporate tax rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreign
investment in the company in each year, as detailed below. The benefits commence on the date in which that taxable income is first earned. The benefits
period under Approved Enterprise status is limited to 12 years from the year in which the production commenced (as determined by the Investment
Center), or 14 years from the year of receipt of the approval as an Approved Enterprise, whichever ends earlier. If a company has more than one
Approved Enterprise program or if only a portion of its capital investments are approved, its effective tax rate is the result of a weighted combination of
the applicable rates. The tax benefits available under any certificate of approval relate only to taxable income attributable to the specific program and are
contingent upon meeting the criteria set out in the certificate of approval. Income derived from activity that is not integral to the activity of the Approved
Enterprise will not enjoy tax benefits. Our entitlement to the above benefits is subject to fulfillment of certain conditions, according to the law and
related regulations.
A company that has an Approved Enterprise program is eligible for further tax benefits if it qualifies as a Foreign Investors’ Company, to which we
refer as an FIC. An FIC eligible for benefits is essentially a company with a level of foreign investment, as defined in the Investment Law, of more than
25%. The level of foreign investment is measured as the percentage of rights in the company (in terms of shares, rights to profits, voting and
appointment of directors), and of combined share and loan capital, that are owned, directly or indirectly, by persons who are not residents of Israel. The
determination as to whether or not a company qualifies as a FIC is made on an annual basis according to the lowest level of foreign investment during
the year. An FIC that has an Approved Enterprise program will be eligible for an extension of the period during which it is entitled to tax benefits under
its Approved Enterprise status (so that the benefits period may be up to ten years) and for further tax benefits if the level of foreign investment exceeds
49%. If a company that has an Approved Enterprise program is a wholly owned subsidiary of another company, then the percentage of foreign
investments is determined based on the percentage of foreign investment in the parent company.
The corporate tax rates and related levels of foreign investments with respect to an FIC that has an Approved Enterprise program are set forth in the
following table:
Percentage of non-Israeli ownership
Corporate Tax Rate
Over 25% but less than 49%
up to 25%
49% or more but less than 74%
20
%
74% or more but less than 90%
15
%
90% or more
10
%
A company that has elected to participate in the alternative benefits program and that subsequently pays a dividend (or deemed dividend, as described
below) out of the income derived from the portion of its facilities that have been granted Approved Enterprise status during the tax exemption period
will be subject to tax in respect of the amount of dividend distributed (grossed up to reflect such pre-tax income that it would have had to earn in order to
distribute the dividend) at the corporate tax rate that would have been otherwise applicable if such income had not been tax-exempted under the
alternative benefits program. This rate generally ranges from 10% to 25%, depending on the level of foreign investment in the company in each year, as
explained above.
In addition, dividends paid out of income attributed to an Approved Enterprise (or out of dividends received from a company whose income is
attributed to an Approved Enterprise) are generally subject to withholding tax at the rate of 15%, or at a lower rate provided under an applicable tax
treaty (subject to
69
the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). The 15% tax rate is limited to dividends and
distributions out of income derived during the benefits period and actually paid at any time up to 12 years thereafter. After this period, the withholding
tax is applied at a rate of up to 30%, or at the lower rate under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the
Israel Tax Authority allowing for a reduced tax rate). In the case of an FIC, the 12-year limitation on reduced withholding tax on dividends does not
apply.
The Investment Law also provides that an Approved Enterprise is entitled to accelerated depreciation on its property and equipment that are included
in an approved investment program in the first five years of using the equipment. This benefit is an incentive granted by the Israeli government
regardless of whether the alternative benefits program is elected.
The benefits available to an Approved Enterprise are subject to the continued fulfillment of conditions stipulated in the Investment Law and its
regulations and the criteria in the specific certificate of approval, as described above. If a company does not meet these conditions, it would be required
to refund the amount of tax benefits, adjusted to the Israeli consumer price index and interest, or other monetary penalty.
We have received the requisite approval, including a final approval, for our Approved Enterprise investment programs, in accordance with the
Investment Law. The above-described benefits that accompany these investment programs and our Beneficiary Enterprise investment programs (for
which accompanying benefits are described below) have had the effect, historically, up to 2020 of reducing our (and before the Stratasys, Inc.- Objet
Ltd. merger, Objet’s) effective consolidated tax rates considerably lower than the statutory Israeli corporate tax rate, which for 2018 and onwards has
been set at 23%.
Tax benefits under the 2005 Amendment that became effective on April 1, 2005.
The 2005 Amendment applies to new investment programs and investment programs commencing after 2004, and does not apply to investment
programs approved prior to April 1, 2005. The 2005 Amendment provides that terms and benefits included in any certificate of approval that was granted
before the 2005 Amendment became effective (April 1, 2005) will remain subject to the provisions of the Investment Law as in effect on the date of such
approval. Pursuant to the 2005 Amendment, the Investment Center will continue to grant Approved Enterprise status to qualifying investments.
However, the 2005 Amendment limits the scope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a
facility as an Approved Enterprise.
An enterprise that qualifies under the new provisions is referred to as a “Beneficiary Enterprise”, rather than “Approved Enterprise”. The 2005
Amendment provides that the approval of the Investment Center is required only for Approved Enterprises that receive cash grants. As a result, a
company is no longer required to obtain the advance approval of the Investment Center in order to receive the tax benefits previously available under the
alternative benefits program. Rather, a company may claim the tax benefits offered by the Investment Law directly in its tax returns, provided that its
facilities meet the criteria for tax benefits set forth in the 2005 Amendment. A company that has a Beneficiary Enterprise may, at its discretion, approach
the Israel Tax Authority for a pre-ruling confirming that it is in compliance with the provisions of the Investment Law.
Tax benefits are available under the 2005 Amendment to production facilities (or other eligible facilities) which are generally required to derive 25%
or more of their business income from export to specific markets with a population of at least 14 million in 2012 (such export criteria will further be
increased in the future by 1.4% per annum). In order to receive the tax benefits, the 2005 Amendment states that a company must make an investment
which meets certain conditions set forth in the amendment for tax benefits and which exceeds a minimum amount specified in the Investment Law. Such
70
investment entitles a company to receive a Beneficiary Enterprise status with respect to the investment and may be made over a period of no more than
three years ending in the year in which the company chose to have the tax benefits apply to the Beneficiary Enterprise. The benefits period under the
Beneficiary Enterprise status is limited to 12 years from the year the company chose to have its tax benefits apply.
Where a company requests to have the tax benefits apply to an expansion of existing facilities, only the expansion will be considered to be a
Beneficiary Enterprise and the company’s effective tax rate will be the weighted average of the applicable rates. In such case, the minimum investment
required in order to qualify as a Beneficiary Enterprise must exceed a certain percentage of the value of the company’s production assets before the
expansion.
The extent of the tax benefits available under the 2005 Amendment to qualifying income of a Beneficiary Enterprise depends on, among other things,
the geographic location within Israel of the Beneficiary Enterprise. Such tax benefits include an exemption from corporate tax on undistributed income
for a period of between two to ten years, depending on the geographic location of the Beneficiary Enterprise within Israel, and a reduced corporate tax
rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment in the company in each year, as
explained above.
Dividends paid out of income attributed to a Beneficiary Enterprise will be treated similarly to payment of dividends by an Approved Enterprise
under the alternative benefits program. Therefore, dividends paid out of income attributed to a Beneficiary Enterprise (or out of dividends received from
a company whose income is attributed to a Beneficiary Enterprise) are generally subject to withholding tax at the rate of 15% (increased to 20% on the
profits accumulated from January 1, 2014) or such lower rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid
certificate from the Israel Tax Authority allowing for a reduced tax rate). The reduced rate of 15% or 20% are limited to dividends and distributions out
of income attributed to a Beneficiary Enterprise during the benefits period and actually paid at any time up to 12 years thereafter except with respect to
an FIC, in which case the 12-year limit does not apply.
Furthermore, a company qualifying for tax benefits under the 2005 Amendment, which pays a dividend (or deemed dividend, as described below)out
of income attributed to its Beneficiary Enterprise during the tax exemption period, will be subject to tax in respect of the amount of the dividend
distributed (grossed-up to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate which
would have otherwise been Israel Tax Authority allowing for a reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is
required to be withheld. If such dividends are distributed to a foreign company and other conditions are met, the withholding tax rate will be applicable.
The benefits available to a Beneficiary Enterprise are subject to the continued fulfillment of conditions stipulated in the Investment Law and its
regulations. If a company does not meet these conditions, it would be required to refund the amount of tax benefits, as adjusted by the Israeli consumer
price index and interest, or other monetary penalty.
In 2021, the Company gave notice to the Israeli tax authorities that it waived the Approved / Beneficiary Enterprise regime starting from tax year
2021.
71
Tax incentives programs which may be relevant for the company starting from financial year 2021
Tax benefits under the 2011 Amendment that became effective on January 1, 2011.
The 2011 Amendment canceled the availability of the benefits granted in accordance with the provisions of the Investment Law prior to 2011 and,
instead, introduced new benefits for income generated by a “Preferred Company” through its Preferred Enterprise (as such terms are defined in the
Investment Law) as of January 1, 2011. A Preferred Company is defined as either (i) a company incorporated in Israel which is not wholly owned by a
governmental entity, or (ii) a limited partnership that: (a) was registered under the Israeli Partnerships Ordinance and; (b) all of its limited partners are
companies incorporated in Israel, but not all of them are governmental entities; which has, among other things, Preferred Enterprise status and is
controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company was entitled to a reduced corporate tax rate of 15% with
respect to its preferred income attributed to its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise was located in a certain
development zone, in which case the rate was 10%. Such corporate tax rate was reduced to 12.5% and 7%, respectively, in 2013 and was increased to
16% and 9%, respectively, in 2014 until 2016. Pursuant to the 2017 Amendment, in 2017 and thereafter, the corporate tax rate for Preferred Enterprise
which is located in a certain development zone was decreased to 7.5%, while the reduced corporate tax rate for other development zones remains 16%.
Income derived by a Preferred Company from a ‘Special Preferred Enterprise’ (as such term is defined in the Investment Law) would be entitled, during
a benefits period of 10 years, to further reduced tax rates of 8%, or to 5% if the Special Preferred Enterprise is located in a certain development zone.
Since January 1, 2017, the definition for “Special Preferred Enterprise” includes less stringent conditions.
Dividends paid out of preferred income attributed to a Preferred Enterprise or to a Special Preferred Enterprise are generally subject to withholding
tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid certificate
from the Israel Tax Authority allowing for a reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be
withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower
rate as may be provided in an applicable tax treaty will apply). In 2018-2020, dividends paid out of preferred income attributed to a Special Preferred
Enterprise, directly to a foreign parent company, were subject to withholding tax at source at the rate of 5% (temporary provisions).
The 2011 Amendment also provided transitional provisions to address companies already enjoying current benefits under the Investment Law. These
transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as amended
in 2011 with respect to income to be derived as of January 1, 2011: (i) the terms and benefits included in any certificate of approval that was granted to
an Approved Enterprise, which chose to receive grants, before the 2011 Amendment became effective, will remain subject to the provisions of the
Investment Law as in effect on the date of such approval, and subject to certain conditions;. (ii) the terms and benefits included in any certificate of
approval that was granted to an Approved Enterprise, that had participated in an alternative benefits program, before the 2011 Amendment became
effective will remain subject to the provisions of the Investment Law as in effect on the date of such approval, provided that certain conditions are met;
and (iii) a Beneficiary Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment came into effect, provided
that certain conditions are met.
We have examined the possible effect, if any, of these provisions of the 2011 Amendment on our financial statements and have decided, at this time,
not to opt to apply the new benefits under the 2011 Amendment.
72
Tax benefits under the 2017 Amendment that became effective on January 1, 2017.
The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and was effective as of
January 1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technology Enterprises”, as described below, and is in addition to
the other existing tax beneficial programs under the Investment Law.
The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a “Preferred Technology Enterprise” and will
thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income,” as defined in the Investment Law. The tax
rate is further reduced to 7.5% for a Preferred Technology Enterprise located in development zone A. In addition, a Preferred Technology Company will
enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” (as defined in the Investment
Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS
200 million, and the sale receives prior approval from the IIA.
The 2017 Amendment further provides that a technology company satisfying certain conditions will qualify as a “Special Preferred Technology
Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technology Income” regardless of the company’s geographic
location within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from
the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special
Preferred Technology Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from the IIA. A
Special Preferred Technology Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be
eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.
Dividends distributed by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise, paid out of Preferred Technology Income,
are generally subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty (subject to the
receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). However, if such dividends are paid to an Israeli
company, no tax is required to be withheld. If such dividends are distributed to a foreign company and other conditions are met, the withholding tax rate
will be 4%.
In 2021, the Company provided notice to the Israeli tax authorities that it waived the Approved / Beneficiary Enterprise regime starting from tax year
2021. The Company is currently considering its qualification for the 2017 amendment and the term and degree to which it may be qualified as a
Preferred Technology Enterprise or Special Preferred Technology Enterprise.
Tax benefits under 2021 Amendments
On November 15, 2021, the Investment Law was amended to reduce the ability of companies to retain the tax-exempt profits. Effective August 15,
2021, dividend distributions (or deemed distribution, as described below), will be treated as if made on a pro-rata basis from all types of earnings,
including Exempt Profits (as defined below).
In parallel to the above amendment, the Investment Law was amended to provide, on a temporary basis, a reduced corporate income tax on the
distribution or release within a year from such amendment of tax-exempt profits derived by Approved and Benefited Enterprises, which we refer to as
Exempt Profits (the “Temporary Provision”). The amount of the reduced tax will be determined based on a formula. In order to qualify for the reduction,
the Company must invest certain amounts in productive assets and research and development in Israel.
73
Following recent Israeli district court ruling (which is subject to deliberation of the Supreme Court), certain transactions (such as acquisitions and
intercompany loans) may be treated as deemed dividend distributions for the purpose of the Encouragement Law triggering corporate tax on the
respective amount of the transaction.
On November 13, 2022, according to the Temporary Provision, the Company released an amount of approximately $44.8 million out of its Exempt
Profits and accordingly paid reduced tax of approximately $2.9 million. The company operates as required by the provisions of the Temporary Provision
to qualify for the reduced tax rate.
As of December 31, 2024, we had accumulated tax-exempt income of approximately $157.6 million that is attributable to our various Approved and
Beneficiary Enterprise programs. If such tax-exempt income were to be distributed, it would be taxed at the reduced corporate tax rate applicable to such
income, which would have amounted to approximately $15.8 million of tax liability as of December 31, 2024.
Pillar Two Taxation
The OECD introduced Base Erosion and Profit Shifting (“BEPS”) Pillar Two rules that impose a global minimum tax rate of 15% for large
multinational corporations. On December 12, 2022, the EU Council announced that EU member states had reached an agreement to implement the
minimum taxation component of 15% of the OECD’s reform of international taxation. Other countries have also enacted or are expected to enact
legislation to be effective as early as January 1, 2024, with general implementation of a global minimum tax by January 1, 2025. The OECD continues to
release additional guidance and the Company is monitoring the new rules and country agreements. The Company is currently evaluating the potential
impact on its consolidated financial statements and related disclosures and does not expect Pillar Two to have a material impact on its effective tax rate
or consolidated financial statements in the foreseeable future.
C. Organizational Structure.
Our corporate structure includes Stratasys Ltd., our Israeli parent company, and the following main active wholly-owned subsidiary entities:
•
Stratasys, Inc., a Delaware corporation, which was formerly a publicly held company and which became our indirect, wholly-owned subsidiary as
a result of the Stratasys, Inc.- Objet Ltd. merger. Following our acquisition of Origin in December 2020, Stratasys, Inc. now has offices and
warehouses in San Francisco, California;
•
Stratasys Direct, Inc. (our parts service business unit), a California corporation;
•
Stratasys AP Limited, a Hong Kong limited company, which together with several other subsidiaries (including Stratasys Japan Co. Ltd., our
Japanese subsidiary, and Stratasys Shanghai Ltd., our Chinese subsidiary), carries out most of our operations in the Asia Pacific region;
•
Stratasys GMBH, a German limited liability company, which together with other subsidiaries (including iSQUARED AG, a fully owned Swiss
subsidiary, and as well Stratasys Uk Distribution Ltd., a fully owned UK subsidiary) carries out our European operations; and
•
Stratasys Solutions Ltd., a UK company, holding directly and indirectly all European group entities and being active in software business,
•
Stratasys Latin America Representacao De Equipamentos Ltd., a Brazilian subsidiary, which has commenced our Brazilian operations.
74
We also own a 46.5% interest in Ultimaker, which includes the operations of our former subsidiary, MakerBot, and which offers a comprehensive
solution set of hardware, software and materials for Desktop 3D printing.
Please see the list of subsidiaries appended to this annual report as Exhibit 8 for a complete list of our subsidiaries as of the date of this annual report.
D. Property, Plants and Equipment.
We have dual headquarters, in Eden Prairie, Minnesota and Rehovot, Israel.
We are in the process of phasing out our Eden Prairie, Minnesota headquarters (previously known as NASH) and transitioning into our new long-term
lease for our US campus in Minnetonka Minnesota. The new campus is comprised of two adjacent buildings. One of the buildings has six stories and
serves as our Americas Regional Corporate Headquarters, or ARCH and contains 164,951 square feet-- mainly executive offices and labs. The second
building is a one-floor, heavy duty building (known as ARCH 2) of 18,568 square feet. The new campus will serve the following purposes: system
assembly, inventory storage, operations and sales support; manufacturing for one of our Stratasys Direct Manufacturing paid parts service locations;
research and development, administrative, marketing and sales activities. By the end of 2024, we vacated our NASH location in Eden Prairie (81,546
square feet). Out of our three additional owned sites (Wallace, Edenvale, and SMACS), we plan to move operations from two of them, Wallace and
Edenvale, to the new campus during the second half of 2025. We have also started marketing those two remaining owned sites for sale. The production
facility (SMACS) remains unchanged in our existing location in Eden Prairie.
Our building complex in Rehovot, Israel, which contains two buildings, is situated on a property that we purchased in 2015 and encompasses
approximately 284,713 square feet. It houses our Israeli headquarters, research and development facilities and certain marketing activities. We entered
the first building in January 2017 and the second building in May 2021.
As of December 31, 2024, we lease office space (except with respect to our Eden Prairie headquarters facilities, our Rehovot, Israel and Kiryat Gat,
Israel facilities, and Germany facility) where we own the property) for various purposes, as set forth in the table below. Unless otherwise stated, all of
our facilities are fully utilized. Our material tangible fixed assets include, among other things, the properties listed below.
Location:
Primary Usage:
Area (Sq. Feet)
Americas:
Eden Prairie, MN
U.S. headquarters
308,646
Minnetonka, MN
New U.S. headquarters
183,519
Valencia, California
Offices and warehouses
3,035
Belton, Texas
Offices and warehouses
39,680
Plymouth, Minnesota
Warehouse
168,100
Other facilities in Americas
80,943
Europe and the Middle East
Rehovot, Israel
Israeli headquarters
284,713
Kiryat Gat, Israel
Factories and warehouse
126,617
Rheinmunster, Germany
Europe main office
55,027
United Kingdom
Manufacturing, offices and lab space
40,063
Other facilities in EMEA
Offices and lab space
31,554
Asia Pacific
Hong Kong
Asia Pacific main office
5,494
Japan
Sales office
13,109
China
Sales office
17,142
Other facilities in Asia Pacific
Office space
7,352
ITEM 4A. UNRESOLVED STAFF COMMENTS.
None.
This square footage includes the area of the two buildings of our new Israel headquarters in Rehovot, Israel. The second of those buildings was
inhabited by us in May 2021, of which 106,181 square feet was leased by us to several third parties under a long-term lease and another 9,938 of square
feet was leased by us to another third party under a long-term lease.
As of 31.12.24 we lease and/or own both new and existing US headquarters.
1,2
1
2
75
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial
statements and the related notes included in this annual report. The discussion below contains forward-looking statements that are based upon our
current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to
inaccurate assumptions and known or unknown risks and uncertainties, including those identified in “Cautionary Note Regarding Forward-Looking
Statements” and in Item 3.D “Key Information – Risk Factors”, above.
A. Operating Results.
Overview of Business and Trend Information
We are a global leader in connected, polymer-based 3D printing solutions, across the entire manufacturing value chain. Leveraging distinct
competitive advantages that include a broad set of best-in-class 3D printing platforms, software, materials, technology partner ecosystem, innovative
leadership, and global GTM infrastructure, we are positioned to capture share in a significant and growing global marketplace, with a focus on
manufacturing, which we view as having the largest and fastest growing total addressable market.
Our approximately 2,300 granted and pending additive technology patents to date have been used to create models, prototypes, manufacturing tools,
and production parts for a multitude of industries including aerospace, automotive, transportation, healthcare, consumer products, dental, medical,
fashion and education. Our products and comprehensive solutions improve product quality, development time, cost, time-to-market and patient care. Our
3D ecosystem of solutions and expertise includes 3D printers, materials, software, expert services, and on-demand parts production. By the end of 2024,
we estimate that we derived over 36.0% of our revenues from manufacturing solutions.
A series of recent acquisitions and other transactions has strengthened our leadership in various facets of our business, and has added incremental
growth engines to our platform. Our acquisition, in December 2020, of Origin Laboratories, Inc., or Origin, significantly strengthened our leadership in
mass production for polymer 3D printing. Origin’s pioneering approach to additive manufacturing of end-use parts has enabled us to serve a large market
with manufacturing-grade 3D printers, utilizing P3 Programmable PhotoPolymerization. Our acquisition, in the first quarter of 2021, of UK-based RP
Support Ltd., or RPS, a provider of industrial stereolithography 3D printers and solutions, provided us with a complementary technology that further
expanded our polymer suite of solutions across the product life cycle. Similarly, our acquisition, in November 2021, of all remaining shares of Xaar 3D
Ltd. or Xaar, has begun to accelerate our growth in production-scale 3D printing. The transaction between our former subsidiary, MakerBot, a leader in
desktop 3D printing, and Ultimaker, gave us an approximately 46.5% stake in a new entity that has a broad technology offering, a larger scale, and that is
well-capitalized and is therefore better equipped to compete in the desktop 3D printing segment. Our October 2022 asset acquisition from the quality
assurance software company Riven, a Berkeley, California-based start-up, enables us to fully integrate its cloud-based software solution into our
GrabCAD® Additive Manufacturing Platform, thereby enabling more manufacturing customers to adopt Stratasys solutions for end-use parts
production. Our acquisition, in April 2023, of Covestro’s additive manufacturing business gave us the ability to accelerate innovative developments in
3D printing materials and to thereby further grow adoption of our newest technologies, including our Origin P3™, Neo® stereolithography, and H350™
printers, with which Covestro’s resins can be used. Also, as part of this acquisition we acquired an IP portfolio comprised of hundreds of patents and
pending patents.
76
Recent Developments
Share Repurchase Plan
On September 16, 2024, we announced that our board of directors has authorized a program for our repurchase of up to $50 million of our ordinary
shares from time to time.
Under the share repurchase program, we may effect repurchases by way of a variety of methods, including open market purchases, privately
negotiated transactions or otherwise, all in accordance with U.S. securities laws and regulations, including Rule 10b-18 under the Exchange Act. We may
also, from time to time, enter into plans that are compliant with Rule 10b5-1 of the Exchange Act to facilitate repurchases of our ordinary shares under
the board authorization.
The repurchase program does not obligate us to acquire any particular number or value of ordinary shares, and the repurchase program may be
suspended or discontinued at any time at our discretion.
In accordance with Section 7C of the Israeli Companies Regulations (Leniencies for Companies Whose Securities are Listed for Trading Outside of
Israel), 5760-2000, the share repurchase program went into effect 30 days after notice of our board of directors’ adoption of the repurchase program was
provided to our material creditors and secured creditors (if any).
Strategic Restructuring Plan
The authorization of our share repurchase program described above was part of a number of strategic actions we have taken to enhance shareholder
value, building upon our previously announced comprehensive process to explore strategic alternatives for our company, in order to maximize value for
all Stratasys shareholders, which we had initiated on September 28, 2023 (as described in our Report of Foreign Private Issuer on Form 6-K that we
furnished to the SEC on that day, available at the following link: https://www.sec.gov/Archives/edgar/data/1517396/000121390023080136/ea185964-
6k_stratasys.htm), and which we completed during the second quarter of 2024. The goals of that process were to further solidify our leadership in
additive manufacturing, while focusing our business model to deliver a significantly improved and consistently profitable, cash-flow positive additive
manufacturing company, throughout cycles. At the conclusion of that process, our board of directors identified restructuring initiatives in two important
areas to further those goals and to best position Stratasys to maximize value:
(i) Our first initiative is to adjust our cost structure to better match current market conditions, primarily through an approximate 15% headcount
reduction that will drive the majority of an expected $40 million in annual run rate savings. This initiative is expected to generate an annualized
EBITDA margin of 8% at current revenue levels. The first full-quarter’s benefit of these cost savings is expected in the first quarter of 2025.
(ii) Our second initiative is to enhance our efforts to remove barriers and help customers increase their pace of adoption of additive manufacturing.
This involves addressing the total cost of ownership, which is largely influenced by materials consumption. We plan to increase our investment of
resources to better educate and support our customers' engineers, who are still learning to fully utilize additive manufacturing design and workflow
benefits. We will also increase efforts to standardize additive manufacturing to better align with traditional manufacturing processes, making it easier for
broader adoption. As part of this initiative, we plan to leverage our scale and breadth of technology to focus our go to market efforts on areas we view as
the main growth drivers of our business –applications where additive manufacturing presents the most compelling benefits relative to conventional
methods.
77
Extension of Limited-Duration Shareholder Rights Plan
In order to preserve for all shareholders the long-term value of our company in the event of a takeover or acquisition of a controlling stake without the
payment of a control premium for all Stratasys ordinary shares, our board of directors unanimously approved the extension of the expiration date of our
limited-duration shareholder rights plan, or the Rights Plan, by an additional year, which extension was effective immediately prior to the original
expiration of the Rights Plan on December 19, 2024. The Rights Plan, if triggered, would significantly dilute the ownership of any Acquiring Person (as
defined in the Rights Plan). The Rights Plan, which now expires on December 19, 2025, contains enhanced shareholder protections that are intended to
limit the scope of the Rights Plan. The Rights Plan is designed to give all of our shareholders (other than an Acquiring Person) a way to voice their
position directly to the board on certain types of offers— via an advisory shareholder vote as to whether the plan should apply to those offers— and, in
other circumstances, exempts a qualifying offer from the rights under the plan altogether.
Prospective PIPE Transaction
On February 2, 2025, we entered into a securities purchase agreement with Fortissimo Capital Fund VI, L.P. (together with its affiliates, referred to
collectively as Fortissimo), an Israeli private equity fund, for a private investment in public equity, or PIPE, pursuant to which Fortissimo will invest
$120 million in Stratasys and acquire 11,650,485 newly-issued ordinary shares at a price of $10.30 per share, reflecting a premium of 10.6% over the
closing market price of the ordinary shares on Nasdaq on January 31, 2025. Upon (and subject to) completion of the PIPE, Fortissimo will hold
approximately 15.5% of our issued and outstanding ordinary shares. We expect the PIPE to close during the second quarter of 2025, subject to review by
the U.S. Committee on Foreign Investment in the United States and other customary closing conditions. We believe that the closing of the PIPE would
positively impact our available capital for potential value-enhancing, inorganic opportunities in the 3D printing industry.
Upon the closing of the PIPE, Fortissimo will become subject to a lock-up for 18 months, during which period it will be prohibited from transferring
any ordinary shares, subject to limited, customary exceptions. Following that lock-up period, we will be required to file with the SEC a registration
statement to register Fortissimo’s resale of the ordinary shares sold to it in the PIPE. In connection with the PIPE, our board of directors will exempt any
acquisitions of ordinary shares by Fortissimo pursuant to the PIPE and thereafter from the application of our Rights Plan. Fortissimo will, however, be
subject to certain standstill and voting restrictions, including (i) not being permitted to surpass 24.99% ownership of our issued and outstanding ordinary
shares, and (ii) not being permitted to vote more than 20% of the outstanding ordinary shares, unless Fortissimo owns 35% or more of the outstanding
ordinary shares, which ownership level it can only reach through a tender offer for at least 15% of the issued and outstanding ordinary shares. The
closing of such a tender offer would require the approval of our shareholders
Upon, and subject to, the closing of the PIPE, our board of directors will appoint an initial designee of Fortissimo in replacement of one of our current
directors. To the extent Fortissimo’s beneficial ownership equals at least 20% of the issued and outstanding ordinary shares, if Fortissimo requests, we
are required to nominate for election by our shareholders a second Fortissimo designee. Until the election of that second designee, Fortissimo will be
entitled to designate one non-voting observer to attend all meetings of our board. The number of Fortissimo’s board designees is subject to phase-out to
the extent Fortissimo’s holdings of the ordinary shares drops below certain thresholds.
The terms of the prospective PIPE were described in a Report of Foreign Private Issuer on Form 6-K that we filed with the SEC on February 2, 2025,
which is available at the following link: https://www.sec.gov/Archives/edgar/data/1517396/000162828025003575/ssysform6-kfebruary4th.htm
78
Business Performance in Macro-Economic Environment
Our current outlook, as well as our results of operations in the year ended December 31, 2024, should be evaluated in light of current global
macroeconomic conditions, including certain challenging trends that have also impacted the additive manufacturing industry. Our revenues in 2024
decreased by 8.8% on a year-over-year basis, compared to 2023. This decrease in revenues was mostly due to macro-economic pressure on the capital
expenditure budgets of our customers, which has been causing longer sales cycles for our systems and occasional deferral of orders of our systems. Our
results also reflected the divestment of certain Stratasys Direct Manufacturing, or SDM, businesses. On the other hand, our results for the year ended
December 31, 2024 also evidence stronger utilization of our installed systems by our customers, which drove higher revenues in consumables, and we
furthermore returned to non-GAAP profitability (along with our GAAP net loss) in the year ended December 31, 2024, (please see “Supplemental
Operating Results on a Non-GAAP Basis” and “Reconciliation of GAAP to Non-GAAP Results of Operations” further below).
We continue to closely monitor macroeconomic conditions, including the headwinds caused by inflation, relatively high interest rates and other trends
that have been adversely impacting economic activity on a global scale, and which have also adversely affected the additive manufacturing industry
generally and our company, in particular. We have been assessing, on an ongoing basis, the implications of those global conditions for our operations,
supply chain, liquidity, cash flow and customer orders, and have been acting in an effort to mitigate adverse consequences to the extent possible. We
estimate that those conditions have impacted us most notably by extending the length of our sales cycles and thereby reducing our products revenues.
Assuming that those inflationary pressures ease, and the global economy remains relatively stable, we expect that products revenues will once again
improve, as and when we execute on our growth plans and as a result of shorter sales cycles.
Specific developments that may potentially impact our operating performance in an adverse manner include:
•
Israel’s retaliatory war against Hamas, Hezbollah and other nearby terrorist organizations, and military conflict with Iran, which up to the present
time have had a limited impact on our Israeli and global operations. However, given the fact that one of our global headquarters and one of our
manufacturing facilities are located in Israel, in case the war widens into a more intense regional conflict and/or worsens Israeli or global
economic conditions, that could have an adverse impact on our operations;
•
the slow pace at which central banks in Europe and the U.S. may reduce interest rates in order to avoid triggering upwards inflationary pressure,
which would leave interest rates at relatively high levels for a longer period of time, thereby leaving in place unfavorable credit/financing
conditions for our customers;
•
the imposition of new or reciprocal import tariffs by the United States and by other countries, which could significantly increase the prices we pay
for raw materials and adversely impact demand for our products and services in industries and countries in which our affected customers operate;
and
•
potential contraction of economic activities and recessionary conditions that could arise as a result of a weaker labor market and a decrease in
consumer demand.
We cannot provide any assurances as to the extent of our resilience to the adverse impact of these specific developments in future periods.
79
We ended 2024 with $150.7 million in cash, cash equivalents and short-term deposits. We also expect to receive an additional $120 million from the
PIPE to be completed with Fortissimo (subject to its closing). We believe that we are well suited to continue to manage the current global macro-
economic climate with a strong balance sheet and no debt, while focusing on cost controls and cash generation. We have continued to selectively apply
certain cost controls, while ensuring that our new product introduction, or NPI, programs are well-funded, and we plan to continue investing as needed in
order to support our new product development programs. To the extent that the PIPE closes, we will consider deploying our available capital towards
potential value-enhancing, inorganic opportunities in the 3D printing industry.
Key measures of our performance
Revenues
Our revenues primarily derive from (i) sales of our products, which include both our AM systems and related consumable materials, (ii) provision of
related services, and (iii) our direct manufacturing service. We generate revenues and deliver services principally through the following channels:
•
sales to resellers, who purchase and resell our products and who provide support services for our printing systems;
•
sales of systems that are marketed by independent sales agents, pursuant to which we sell directly to end-users, pay commissions to such agents,
and directly handle the sale of consumables and provision of support services; and
•
direct sales of systems (and all related products and services) as well as our direct manufacturing solutions to our customers, without the
involvement of independent sales agents.
Product revenues
Product revenues are influenced by a number of factors, including, among other things, (i) the adoption rate for our products, (ii) end-user product
design application and manufacturing activity, and (iii) the capital expenditure budgets of end-users and potential end-users, all of which may be
significantly influenced by macroeconomic factors. Product revenues are also impacted by the mix of 3D printers that we sell. Purchases of our 3D
printing and production systems, especially our higher-end, higher-priced systems, typically involve longer sales cycles.
Product revenues also depend upon the volume of consumables that we sell. Sales of our consumable materials are linked to the number of AM
systems that are installed and active worldwide. Sales of consumables are also driven by system usage, which is generally a function of the size of the
particular system and the level of design and manufacturing activity and budget of the particular end-user. Larger systems generally use greater amounts
of consumables due to their greater capacity and the higher levels of design and production.
80
Services revenues
Services revenues derive from (i) maintenance contracts and initial systems warranty; (ii) direct manufacturing paid-parts services; and (iii) other
professional service contracts. In addition, in connection with direct sales, we generally charge separately for installation and training. Additional
services revenues are generated from services contracts most often entered into directly with end-users subsequent to the expiration of the initial
warranty period.
Costs of revenues
Our costs of revenues consist of costs of products and costs of services. Costs of products consist primarily of components and subassemblies
purchased for the manufacture of our AM systems and raw materials, such as thermoplastic and photopolymer materials, for the manufacture of our
consumables, as well as any royalties paid with respect to sales of certain of those consumables. Costs of products also include manufacturing and
manufacturing-related labor costs, indirect production costs and depreciation, as well as amortization expense which is mainly related to developed
technology assets acquired as part of our business combinations.
Our costs of services revenues consist primarily of costs of our service personnel, material and other production costs of our direct manufacturing
service business, and installation costs, which include engineers dedicated to on-site training and support, and travel costs of these engineers. Both costs
of products and costs of services include related facilities costs.
Our most significant components of costs of revenues are costs of materials used for our products, wages and related benefits costs, which together
accounted for approximately 60% of our total direct cost of revenues for the year ended December 31, 2024. An additional significant component of our
costs of revenues is the amortization expense that we primarily incur in connection with developed technology assets acquired as part of our business
combinations. These amortization expenses vary based on the timing and type of acquisitions and estimated useful lives of the respective intangible
assets. These amortization expenses were $18.6 million, $19.6 million and $28.2 million for the years ended December 31, 2024, 2023 and 2022,
respectively. No impairment charges were recorded with respect to our acquired intangible assets during 2024 or 2023. Refer to Note 9 to our
consolidated financial statements included in Item 18 of this annual report.
For the year ended December 31, 2024, a hypothetical 10% rise in commodity prices for raw materials would have caused an approximate $13.4
million increase in costs of revenues in our Consolidated Statements of Operations and Comprehensive loss. As to wages and related benefits, a 10%
increase in wages due to wage inflation would have caused an approximate $6.6 million increase in costs of revenues in our Consolidated Statements of
Operations and Comprehensive loss. During 2024, we did not notice particular trends that changed, or were expected to change in the near future, the
absolute or relative significance of the components of our costs of revenues in a material manner. We also believe that inflation has not had a material
effect on our operations or on our financial condition during the three most recent fiscal years, as we have used price increases to offset the cost
pressures caused by inflation.
Currently, we do not foresee a significant change in either the raw materials used for production or wage inflation that would materially impact our
business. For further information, please see “Item 11. Quantitative And Qualitative Disclosures About Market Risk” in this annual report.
Gross profit
The gross profit and gross margin for our products are influenced by a number of factors. The most important of these is the mix of our products sold.
Specifically, the gross margins on our higher-end AM systems, as well as on our consumables, are typically higher than the gross margins on our entry-
level products. Accordingly, an increase in the share of revenues of our entry-level products out of total
81
revenues could cause our profit margins to decrease. Furthermore, we believe that as our worldwide installed base of AM systems increases, subsequent
sales of our proprietary consumables will also increase. We also seek to reduce our costs of revenues by improving our ability to use less costly
components, better management of our inventories levels and increasing manufacturing efficiencies in the production of our systems. In addition, we will
also seek to achieve lower material costs and leverage our overall capabilities in our direct manufacturing service business.
Products gross margins are also impacted by the mix of revenues generated from sales to resellers based in different geographical areas as opposed to
sales that are facilitated by independent sales agents or directly by us.
Service gross margins are influenced mainly by the volume of revenues generated from our direct manufacturing service business as well as the ratio
of service engineers to our installed base in a given geographic area.
Operating expenses
Our operating expenses for 2024 consisted of (i) research and development expenses, and (ii) selling, general and administrative expenses.
Research and development expenses, net
Our research and development activities consist of projects aimed at developing new printing systems and materials, and projects aimed at enhancing
the capabilities of our existing product lines, as well as significant technology platform and applications, and developments for our current technologies,
including our integrated software. We also seek to develop disruptive technologies and other process improvement solutions in the additive
manufacturing ecosystem. Our research and development expenses consist primarily of employee compensation and employee-related personnel
expenses, materials, laboratory supplies, costs for related software and costs for facilities. Expenditures for research, development and engineering of
products are expensed as incurred. Our research and development efforts are essential to our future growth and our ability to remain competitive in the
AM market. We work closely with existing and potential customers, distribution channels and major resellers, who provide significant feedback for
product development and innovation.
We are also entitled to reimbursements from certain government funding plans. These reimbursements are recognized as a reduction of expenses as
the related cost is incurred. We are not required to pay royalties on sales of products developed using our government funding.
Selling, general and administrative expenses
Our selling, general and administrative expenses include employee compensation and employee-related expenses for marketing, sales and other sales-
operation positions, and for managerial and administrative functions, including executive officers, accounting, legal, information technology and human
resources. This category of expenses also covers commissions, advertising and promotions expenses, professional service fees, respective depreciation,
amortization expenses related to certain intangible assets, as well as associated overhead.
Commissions consist of sales-based commissions to independent sales agents and internal sales personnel. Commission rates vary, depending on the
geographic location of the agent, type of products sold, and the degree of achievement of certain performance targets. Our advertising and promotion
expenses consist primarily of media advertising costs, trade and consumer marketing expenses and public relations expenses which aim to strengthen the
leadership of our brand in key vertical markets.
82
Facilities costs that are included in our selling, general and administrative expenses include an allocated portion of the occupancy costs for our
facilities in countries where sales, marketing and administrative personnel are located. Professional service fees for accounting and legal services are
also included in selling, general and administrative expenses.
2024 Financial Highlights
Significant highlights of our financial performance in 2024 included:
•
Revenues decreased by $55.1 million, or 8.8%, compared to 2023. The decrease is driven by decrease in systems revenues attributable to longer
sales cycle. These revenue results also evidence macro-economic pressure on capital expenditure budgets of our customers, which has been
causing longer sales cycles for our systems and occasional deferral of orders of our systems.
•
Operating expenses decreased by $12.1 million, or 3.4% compared to 2023. The decrease in operating expenses was primarily driven by lower
costs in 2024, compared to 2023, (i) a decrease of $22.4 million of costs related to prospective and potential mergers and acquisitions, our defense
against a hostile tender offer and a proxy contest, and related professional fees, and (ii) due to the restructuring program that we implemented in
2024, partially offset by a decrease of $14.8 million in the amount of our reduction of contingent consideration liabilities in 2024 compared to
2023.
•
Net loss amounted to $120.3 million or basic and diluted net loss per share of $1.70, in 2024, compared to net loss of $123.1 million, or basic and
diluted net loss per share of $1.79, in 2023, which was mainly attributable to lower gross profit due to the decrease in revenue partially offset by
lower operating expenses.
Total cash and cash equivalents and restricted cash amounted to $71.1 million and short-term deposits amounted to $80.5 million as of December 31,
2024, which, when aggregated together, reflected a decrease of $11.3 million compared to the corresponding total amount as of December 31, 2023. The
decrease in cash, cash equivalents, restricted cash and short-term deposits in 2024 was due to increased cash used in investing and financing activities,
which amounted to $14.8 million and $3.3 million, respectively, in 2024, which was offset, in part, by an increase in cash provided by operating
activities, which amounted to $7.8 million in 2024.
Results of Operations
We are providing within this section a discussion and analysis of our historical statement of operations data in accordance with accounting principles
generally accepted in the United State of America, or GAAP. While our financial statements included in Item 18 of this annual report include data for
each of the three years ended December 31, 2024, 2023 and 2022, the discussion and analysis contained in this Item 5.A is limited to a comparison of
our results of operations for the years ended December 31, 2024 and 2023. For a discussion and analysis of our results for the year ended December 31,
2023, and a comparison of those results with those of the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and
Prospects—A. Operating Results—Results of Operations” in our annual Report on Form 20-F for the year ended December 31, 2023, which we filed
with the SEC on March 11, 2024.
83
The following table sets forth certain financial data derived from our Consolidated Statements of Operations and Comprehensive Loss, presented as
percentages of our revenues for the years indicated:
Year ended December 31,
2024
2023
Revenues
100.0 %
100.0 %
Cost of revenues
55.1 %
57.5 %
Gross profit
44.9 %
42.5 %
Research and development, net
17.3 %
15.0 %
Selling, general and administrative
42.5 %
41.5 %
Operating loss
(15.0)%
(14.0)%
Financial income, net
0.3 %
0.5 %
Loss before income taxes
(14.7)%
(13.5)%
Income tax expenses
0.5 %
0.9 %
Share in losses of associated companies
5.8 %
5.2 %
Net loss
(21.0)%
(19.6)%
Discussion of Results of Operations
The below tables and related discussion present an item by item comparison of our results of operations for each of the two years ended December 31,
2024 and 2023.
Revenues
Our products and services revenues for the last two years, as well as the percentage change from year to year, were as follows:
Year Ended December 31,
2024
2023
% Change 2024-2023
Products
$
391,917
$
433,741
(9.6) %
Services
180,541
193,857
(6.9) %
$
572,458
$
627,598
(8.8) %
Our total consolidated revenues in 2024 were $572.5 million, a decrease of $55.1 million or 8.8%, compared to 2023.
84
Products Revenues
Revenues derived from products (including systems and consumable materials) decreased by $41.8 million, or 9.6%, in 2024 as compared to 2023
mainly as a result of a $47.4 million decrease (or 25.2%) in systems revenue attributable to longer sales cycle, partially offset by an increase of $5.5
million (or 2.3%) in consumables revenues driven by our recent acquisitions and higher usage of our systems.
Services Revenues
Services revenues (including Stratasys Direct, maintenance contracts, time and materials and other services) decreased by $13.3 million, or 6.9%, in
2024 as compared to 2023. The decrease was primarily attributable to lower SDM revenues as a result of our divestiture of several businesses in SDM
during 2023.
Revenues by Region
Revenue amounts and the percentage of our overall revenues by region for the last two years, as well as the percentage change in revenue amounts for
each such region from year to year, were as follows:
Year Ended December 31,
2024
2023
Revenue
amount
(U.S. $ in
thousands)
% of
overall
revenues
Revenue
amount
(U.S. $ in
thousands)
% of
overall
revenues
Americas*
$
341,737
59.7 % $
389,770
62.1 %
EMEA
158,465
27.7 %
155,942
24.8 %
Asia Pacific
72,256
12.6 %
81,886
13.0 %
$
572,458
100.0 % $
627,598
100.0 %
*Consists of the United States, Canada and Latin America. The only single country in any region in which revenues exceeded 10% of our consolidated,
aggregate revenues in either 2024 or 2023 was the United States, in which revenues amounted to $322.5 million and $366.5 million, in those respective
years.
Revenues in the Americas region decreased by $48.0 million, or 12.3%, to $341.7 million in 2024 compared to $389.8 million in 2023. The decrease
was mainly attributable to longer sales cycles and the divestment of certain SDM businesses during 2023, partially offset by higher consumables
revenues of $3.4 million.
Revenues in the EMEA region increased by $2.5 million, or 1.6%, to $158.5 million in 2024 compared to $155.9 million in 2023.The increase was
primarily driven by higher consumables revenues attributable to our recent acquisitions and higher usage of our systems, partially offset by lower system
revenues, attributable to longer sales cycles.
Revenues in the Asia Pacific region decreased by $9.6 million, or 11.8%, to $72.3 million in 2024 compared to $81.9 million in 2023. The decrease
was primarily attributable to a decrease in product revenues, due to longer sales cycles.
85
Gross Profit
Gross profit from our products and services for the last two years, as well as the percentage change from year to year, were as follows:
Year Ended December 31,
% Change 2024-2023
2024
2023
Gross profit attributable to:
Products
$
194,110
$
207,231
(6.3) %
Services
62,706
59,793
4.9 %
$
256,816
$
267,024
(3.8) %
Gross profit as a percentage of revenues for our products and services for the last two years, as well as the percentage change from year to year, were
as follows:
Year Ended December 31,
% Change 2024-2023
U.S. $ in thousands
Gross profit as a percentage of revenues from:
2024
2023
Products
49.5 %
47.8 %
3.7 %
Services
34.7 %
30.8 %
12.6 %
Total gross profit
44.9 %
42.5 %
5.4 %
Gross profit attributable to products revenues decreased by $13.1 million, or 6.3%, to $194.1 million in 2024 compared to $207.2 million in 2023.
Gross margin attributable to products revenues increased to 49.5% in 2024 compared to 47.8% in 2023. Our gross profit from products revenues
decreased mainly as a result of lower system revenues, partially offset by higher operational efficiency. The increase in gross margin was attributable to
higher operational efficiency.
Gross profit attributable to services revenues increased by $2.9 million, or 4.9%, to $62.7 million in 2024 compared to $59.8 million in 2023. Gross
margin attributable to services revenue increased to 34.7% in 2024 as compared to 30.8% in 2023. The increase in gross profit from services revenues
was mainly attributable to our 2023 restructuring charges related to Stratasys Direct, in an amount of $10.7 million, which did not recur in 2024, and our
divestiture of several SDM businesses in 2023, which increased our profitability in 2024, partially offset by a decrease in services revenues in 2024. Our
gross margin from services revenues increased mainly as a result of our divestiture of several SDM businesses with lower gross margins in 2023, as well
as lower restructuring charges in 2024.
86
Operating Expenses
The amount of each type of operating expense for the last two years, as well as the percentage change between such annual periods, and total
operating expenses as a percentage of our total revenues in each such year, were as follows:
Year Ended December 31,
Change from earlier to later year, as
a % of amount in earlier year
2024
2023
2024-2023
U.S. $ in thousands
Research and development, net
$
99,142
$
94,425
5.0 %
Selling, general and administrative
243,335
260,179
(6.5) %
$
342,477
$
354,604
(3.4) %
Percentage of revenues
59.8 %
56.5 %
Operating expenses were $342.5 million in 2024 compared to operating expenses of $354.6 million in 2023. The decrease in operating expenses was
primarily driven by a decrease of $22.4 million of costs related to prospective and potential mergers and acquisitions, defense against a hostile tender
offer, proxy contest, and related professional fees in 2024 relative to 2023, and a net decrease of $5.5 million in employee and other costs associated with
a decrease in the headcount as a result of our restructuring initiative, partially offset by a decrease of $14.8 million in the amount of our reduction of
contingent consideration liabilities in 2024 compared to 2023.
Research and development expenses, net, increased by $4.7 million, or 5.0%, in 2024 compared to 2023. Research and development expenses, net, as
a percentage of revenues increased to 17.3% in 2024 compared to 15.0% in 2023. The increase in research and development expenses, net in 2024 was
mainly attributable to a net increase of $2.5 million in employee and other costs associated with a decrease in the headcount as a result of our
restructuring initiative, and a $2.0 million increase in costs driven by our recent acquisitions.
We continue to invest in strategic long-term initiatives that include advancements in our core FDM and PolyJet technologies and in our new powder-
based and photopolymer-based, SAF and P3 technologies, advanced composite materials, software and development of new applications that will
enhance our current solutions offerings.
Selling, general and administrative expenses in 2024 decreased by $16.8 million, or 6.5%, to $243.3 million, compared to $260.2 million in 2023. The
amount of selling, general and administrative expenses constituted 42.5% of our revenues in 2024, as compared to 41.5% in 2023. The absolute decrease
was mainly attributable to lower costs related to prospective and potential mergers and acquisitions, defense against hostile tender offer, proxy contest
and related professional fees, a net decrease of $8.0 million in employee and other costs associated with a decrease in the headcount as result of our
restructuring initiative, and a $3.3 million decrease in amortization expenses in 2024, partially offset by a decrease of $14.8 million in the amount of our
reduction of contingent consideration liabilities in 2024 compared to 2023, and a $4.8 million loss in 2024 from our sale of an investment.
87
Operating Loss
Operating loss and operating loss as a percentage of our total revenues for the last two years, as well as the percentage change in operating loss
between those years, were as follows:
Year Ended December 31,
Change from earlier to later year, as
a % of amount in earlier year
2024
2023
2024-2023
U.S. $ in thousands
Operating loss
$
(85,661)
$
(87,580)
(2.2) %
Percentage of revenues
(15.0)%
(14.0)%
Operating loss for the year ended December 31, 2024 was $85.7 million as compared to an operating loss of $87.6 million for the year ended
December 31, 2023. The absolute decrease in the operating loss of $1.9 million was primarily due to the $12.1 million decrease in operating expenses,
partially offset by our decrease in gross profit, for the reasons described in the discussion of the above line items. The increase of operating loss as a
percentage of revenue by 1.0% was attributable to the decrease in our revenues.
Financial Income (Expenses), net
Financial income, net, which was primarily comprised of foreign currencies effects, interest income and interest expense, amounted to $1.7 million
for the year ended December 31, 2024, compared to financial income, net, of $3.0 million for the year ended December 31, 2023.
Income Taxes
Income tax expense and income tax expense as a percentage of net loss before income taxes for the last two years, as well as the percentage change in
income taxes between those years, were as follows:
Year Ended December 31,
2024
2023
Change 2024-2023
U.S. $ in thousands
Change as a % of amount
in 2023
Income before income taxes
$
(83,985)
$
(84,587)
(0.7)%
Income taxes expense (income)
$
2,973
$
5,782
(48.6)%
As a percentage of
loss before income taxes
(3.5)%
(6.8)%
3.3 %
We had an effective tax rate of 3.5% for the year ended December 31, 2024 as compared to an effective tax rate of 6.8% for the year ended
December 31, 2023. Our effective tax rate in 2024 was primarily impacted by the geographic mix of our earnings and losses, movements in our
valuation allowance and changes in our uncertain tax positions.
Our effective tax rate is based on recurring factors, including the geographic mix of foreign taxable income and loss, as well as nonrecurring items
that may not be predictable.
For a full reconciliation of our effective tax rate to the Israeli statutory rate of 23% and for further explanation of our provision for income taxes, refer
to Note 10 to our consolidated financial statements included in Item 18 of this annual report.
88
Share in Net Losses of Associated Companies
Share in net losses of associated companies reflects our proportionate share of the net losses of unconsolidated entities accounted for by using the
equity method of accounting. During 2024, we had net losses of our equity method investments in a total amount of $33.3 million, compared to a loss of
$32.7 million in 2023. The losses in 2024 and 2023, include impairment charges in an amount of $30.1 million and $13.9 million, respectively, were
mainly attributable to our equity investment in Ultimaker (which was the surviving entity following a merger between it and MakerBot). Please refer to
Note 2 to our consolidated financial statements included in Item 18 of this annual report.
Net Loss and Net Loss Per Share
Net loss, net loss as a percentage of our total revenues, and diluted net loss per share, for the last two years, as well as the percentage change in net
loss between those years, were as follows:
Year Ended December 31,
2024
2023
2024-2023
U.S. $ in thousands
Change (as a % of amount in
2023)
Net loss attributable to Stratasys Ltd.
$
(120,283)
$
(123,074)
(2.3) %
As a percentage of revenues
(21.0)%
(19.6)%
Diluted net loss per share
$
(1.70)
$
(1.79)
(5.0) %
Net loss for the year ended December 31, 2024 was $120.3 million, as compared to $123.1 million for the year ended December 31, 2023. The
absolute decrease in our net loss was mainly attributable to a decrease in our operating loss of $1.9 million and a decrease in income tax expenses of $2.8
million, partially offset by a decrease in financial income of $1.3 million. The increase in our net loss as a percentage of revenues was attributable to the
decrease in our revenues.
Diluted net loss per share for the years ended December 31, 2024 and 2023 was $1.70 and $1.79, respectively. The weighted average, basic and
diluted number of shares outstanding for the year ended December 31, 2024 was 70.9 million, compared to 68.7 million for the year ended
December 31, 2023.
89
Non-GAAP Financial Measures
The following non-GAAP data for the fiscal years ended December 31, 2024 and 2023, which excludes certain items as described below, are non-
GAAP financial measures. Our management believes that these non-GAAP financial measures are useful information for investors and shareholders of
our company in gauging our results of operations (i) on an ongoing basis after excluding mergers, acquisitions and divestments related expense or gains
and restructuring-related charges or gains, legal provisions and (ii) excluding non-cash items such as share-based compensation expenses, acquired
intangible assets amortization, including intangible assets amortization related to equity method investments, impairment of long-lived assets and
goodwill, revaluation of investments and the corresponding tax effect of those items. The items eliminated in our non-GAAP adjustments either do not
reflect actual cash outlays that impact our liquidity and our financial condition or have a non-recurring impact on our statement of operations, as
assessed by management. These non-GAAP financial measures are presented to permit investors to more fully understand how management assesses
our performance for internal planning and forecasting purposes. The limitations of using these non-GAAP financial measures as performance measures
are that they provide a view of our results of operations without including all items indicated above during a period, which may not provide a
comparable view of our performance to other companies in our industry. Investors and other readers should consider non-GAAP measures only as
supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with GAAP.
Reconciliation between results on a GAAP and non-GAAP basis is provided in the table below.
90
Reconciliation of GAAP and Non-GAAP Results of Operations
Twelve Months Ended December 31,
2024
Non-GAAP
2024
GAAP
Adjustments
Non-GAAP
U.S. dollars and shares in thousands (except per share
amounts)
Gross profit (1)
$
256,816 $
24,948 $
281,764
Operating income (loss) (1,2)
(85,661)
90,594
4,933
Net income (loss) (1,2,3)
(120,283)
124,520
4,237
Net income (loss) per diluted share (4)
$
(1.70) $
1.76 $
0.06
(1)
Acquired intangible assets amortization expense
18,576
Non-cash stock-based compensation expense
3,072
Restructuring and other related costs
3,300
24,948
(2)
Acquired intangible assets amortization expense
5,847
Non-cash stock-based compensation expense
22,546
Restructuring and other related costs
17,419
Revaluation of investments
6,597
Contingent consideration
(7,595)
Net loss from sale of investment
4,760
Legal and other expenses
16,072
65,646
90,594
(3)
Corresponding tax effect
1,267
Equity method related amortization, divestments and impairments
31,262
Finance expenses
1,397
$
124,520
(4)
Weighted average number of ordinary shares outstanding- Diluted
70,858
71,177
91
Twelve Months Ended December 31,
2023
Non-GAAP
2023
GAAP
Adjustments
Non-GAAP
U.S. dollars and shares in thousands (except per share amounts)
Gross profit (1)
$
267,024 $
35,764 $
302,788
Operating income (loss) (1,2)
(87,580)
100,207
12,627
Net income (loss) (1,2,3)
(123,074)
130,783
7,709
Net income (loss) per diluted share (4)
$
(1.79) $
1.90 $
0.11
(1)
Acquired intangible assets amortization expense
19,603
Non-cash stock-based compensation expense
3,701
Restructuring and other related costs
12,460
35,764
(2)
Acquired intangible assets amortization expense
9,167
Non-cash stock-based compensation expense
27,917
Impairment of long-lived assets
7,087
Revaluation of investments
4,880
Contingent consideration
(22,331)
Legal and other expenses
37,723
64,443
100,207
(3)
Corresponding tax effect
3,894
Equity method related amortization, divestments and impairments
24,871
Finance expenses
1,811
$
130,783
(4)
Weighted average number of ordinary shares outstanding- Diluted
68,666
69,233
92
Reconciliation of GAAP net loss to Adjusted EBITDA
Twelve months ended December 31,
2024
2023
Net loss
$
(120,283)
$
(123,074)
Financial income, net
(1,676)
(2,993)
Income tax expenses
2,973
5,782
Share in losses of associated companies
33,325
32,705
Depreciation expense
21,030
22,417
Amortization expense
24,423
28,770
Non-cash stock-based compensation expense
25,618
31,614
Revaluation of investments
6,597
4,880
Net loss from sale of investment
4,760
—
Contingent consideration
(7,595)
(22,331)
Legal and other expenses
16,072
37,723
Restructuring and other related costs
20,719
12,460
Impairments of long lived assets
—
7,087
Adjusted EBITDA
$
25,963
$
35,040
Variability of Operating Results
Our revenues and profitability may vary in any given year, and from quarter to quarter, depending on the timing, number and mix of products sold and
the average selling price of the products, and are also affected by the seasonality of our business. In addition, due to competition, uncertain market
acceptance and other factors, we may be required to reduce prices for our products in the future. Since 2019, it has also been useful to gauge the
variability of our operating results on a linear basis, for each quarter compared to the previous one, in addition to on a year-over-year basis, compared to
the corresponding period of the prior year. We have not seen a steady pattern as to the level of demand for our products in particular quarters of the year
since 2019. Nevertheless, in our outlook for 2025, we expect our revenues to grow sequentially.
Our future results will be affected by a number of factors, including our ability to: increase the number of products sold; develop, introduce and
deliver new products on a timely basis; accurately anticipate customer demand patterns; and manage future inventory levels in line with anticipated
demand. Our results may also be affected by competitive factors, the extent to which our cost controls plan succeeds, the availability of working capital,
results of litigation, the enforcement of intellectual property rights, currency exchange rate fluctuations, commodity prices and economic conditions in
the geographic areas in which we operate. Macro factors, including global economic headwinds caused by increased and reciprocal tariffs, any lingering
or new inflation, relatively high interest rates, and supply chain conditions, as impacted by geopolitical developments such as the status of the Russian
war against Ukraine and U.S.-China relations, and macro factors particular to our industry, such as the extent of growth of the 3D printing market
generally, may also impact our operating results. There can be no assurance that our historical performance in revenues, gross profit and net loss will
improve, or that revenues, gross profit and net loss in any particular quarter will improve, over the results reflected in preceding quarters, including
comparable quarters of previous years. See Item 3.D - “Risk Factors” above
Effective Corporate Tax Rate
93
See “Israeli Tax Considerations and Government Programs — General Corporate Tax Structure in Israel” in Item 4.B above for a discussion of the
general tax structure in Israel and applicable corporate tax rates.
In 2024, we generated losses mainly from our Israeli parent company and its major subsidiaries, with no tax benefit being recorded for those losses, as
the near-term realization of these assets is uncertain.
As part of the process of preparing our consolidated financial statements, we must estimate our income taxes in each of the jurisdictions in which we
operate. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing
treatment of items for tax and accounting purposes. Actual income taxes could vary from these estimates due to future changes in income tax laws or the
results of final tax examinations and reviews.
Effects of Government Regulations and Location on our Business
For a discussion of the effects of Israeli governmental regulation and our location in Israel on our business, see “Israeli Tax Considerations and
Government Programs” in Item 4.B above and the “Risks related to operations in Israel” in Item 3.D above.
Inflation
We believe that inflation has not had a material effect on our operations or on our financial condition during the three most recent fiscal years.
Foreign Currency Transactions
See “Foreign Currency Exchange Risk” in Item 11 below for a discussion of foreign currency transactions.
94
B. Liquidity and Capital Resources
A summary of our consolidated statement of cash flows for the last two years is set forth in the below table. While our financial statements included
in Item 18 of this annual report include cash flow data for each of the three years ended December 31, 2024, 2023 and 2022, the discussion contained in
this Item 5.B is limited to a comparison of our liquidity and capital resources— including cash flows— for the years ended December 31, 2024 and
2023. For a discussion of our cash flows for the year ended December 31, 2022, and a comparison of those cash flows with those for the year ended
December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” in our Annual Report on
Form 20-F for the year ended December 31, 2023, which we filed with the SEC on March 11, 2024.
Year Ended December 31,
2024
2023
U.S $ in thousands
Net loss
$
(120,283)
$
(123,074)
Impairment of other long-lived assets
—
4,443
Depreciation and amortization
45,338
48,973
Stock-based compensation
25,618
31,614
Foreign currency transaction loss
3,417
636
Loss from sale of investment
4,760
—
Deferred income taxes, net and uncertain tax positions
1,287
(1,764)
Other non-cash items, net
37,769
18,051
Change in working capital and other items
9,920
(40,524)
Net cash provided by (used in) operating activities
7,826
(61,645)
Net cash used in investing activities
(14,820)
(3,834)
Net cash used in financing activities
(3,314)
(1,516)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(1,480)
(827)
Net change in cash, cash equivalents and restricted cash
(11,788)
(67,822)
Cash, cash equivalents and restricted cash, beginning of year
82,864
150,686
Cash, cash equivalents and restricted cash, end of year
$
71,076
$
82,864
Our cash, cash equivalents and restricted cash balances decreased to $71.1 million as of December 31, 2024 as compared to $82.9 million as of
December 31, 2023.
The decrease in cash, cash equivalents and restricted cash in 2024 was mainly due to $14.8 million of cash used in investing activities.
Cash flows from operating activities
Year ended December 31, 2024
Our operating activities provided $7.8 million of cash to us during 2024. Cash provided by our operating activities reflected our net loss of $120.3
million, as adjusted to eliminate non-cash items included in net loss, including positive changes in our working capital in an aggregate amount of $9.9
million, and by depreciation, amortization and impairment charges of long-lived assets in an aggregate amount of $45.3 million, share in losses of
associated companies in an amount of $33.3 million, share-based compensation expense in an amount of $25.6 million, foreign currency transactions
losses of $3.4
95
million and $10.5 million of changes in other non-cash items, net. Positive changes in working capital of $9.9 million were mainly driven by a decrease
in accounts receivable of $4.5 million and a decrease in inventory of $9.4 million, a total decrease in other assets of $11.7 million partially offset by a
decrease of deferred revenues of $10.0 million, a decrease in accounts payable of $3.7 million and a total decrease in other liabilities of $1.9 million.
Year ended December 31, 2023
We used $61.6 million of cash in our operating activities during 2023. Cash used in operating activities reflected our net loss of $123.1 million, as
adjusted to eliminate non-cash items included in net loss, and negative changes in our working capital of $40.5 million, partially offset by the
elimination of non-cash items that increased net loss, including depreciation, amortization and impairment charges of long-lived assets in an aggregate
amount of $53.4 million, share-based compensation expense of $31.6 million, deferred income taxes of $1.8 million and $18.1 million of changes in
other non-cash items, net. Changes in working capital of $40.5 million were mainly driven by an increase in accounts receivables of $25.7 million,
decrease in accounts payable of $27.4 million and decrease in other non current liabilities of $9.2 million, partially offset by an increase in other non
current assets of $11.0 million.
Cash flows from investing activities
Year ended December 31, 2024
We used $14.8 million of cash in our investing activities during 2024. The net cash use during 2024 mostly reflected $12.7 million that we invested
for the purchase of property and equipment and intangible assets, as well as $8.8 million that we used for investments in non-marketable equity
securities, partially offset by $7.2 million of proceeds that we received from other investing activities.
Year ended December 31, 2023
We used $3.8 million of cash in our investing activities during 2023. The net cash use during 2023 mostly reflected $72.1 million used for
investments in consolidated entities and $13.6 million that we invested for the purchase of property and equipment, partially offset by net proceeds from
short-term bank deposits of $97.4 million.
Cash flows from financing activities
Year ended December 31, 2024
We used $3.3 million of cash in our financing activities during 2024. These financing activities were primarily our repurchase of ordinary shares,
which used $2.0 million, and contingent consideration that we paid for acquisitions in an aggregate amount of $1.0 million.
Year ended December 31, 2023
We used $1.5 million of cash in our financing activities during 2023. These financing activities were mostly related to contingent consideration that
we paid for acquisitions.
Capital resources and capital expenditures
Our total current assets amounted to $513.0 million as of December 31, 2024, of which $151.6 million consisted of cash, cash equivalents, short-term
deposits and restricted cash. Total current liabilities amounted to $167.2 million as of December 31, 2024.
Most of our cash and cash equivalents are held in banks in Israel and the U.S.
96
The credit risk related to our accounts receivable is limited due to the relatively large number of customers and their wide geographic distribution. In
addition, we seek to reduce the credit exposures of our accounts receivable by imposing credit limits, conducting ongoing credit evaluation, and by
implementing account monitoring procedures, as well as by carrying credit insurance for many of our customers.
We believe that we will have adequate cash and cash equivalents to fund our ongoing operations and that these sources of liquidity will be sufficient
to satisfy our working capital and capital expenditures needs, as well as our debt requirements, for the next twelve months.
Additional factors potentially impacting capital resources
We are obligated to our suppliers under ordinary course purchase orders in an aggregate amount of approximately $120.5 million as of December 31,
2024. All of those obligations will become due over the course of the year 2025.
We have also committed to make potential future payments to third parties as part of our acquisitions. These payments are contingent upon the
occurrence of certain future events and, given the nature of these events, it is unclear when, if ever, we may be required to pay such amounts. The total
contingent payments could reach an aggregate amount of up to $62.7 million.
C. Research and Development, Patents and Licenses, Etc.
For a discussion of our research and development policies, see “Research and Development” and “Regulation— Israeli Tax Considerations and
Government Programs – Law for the Encouragement of Capital Investments” in Item 4.B above and the “Risks related to operations in Israel” in Item
3.D above.
D. Trend Information.
For trend information, see the Risk Factors described in Item 3.D above, the “Overview” and “Operating Results” sections of this Item 5. “Operating
and Financial Review and Prospects” and Item 4. “Information on the Company” above.
97
E. Critical Accounting Estimates
For a description of our significant accounting policies, see Note 1 to our consolidated financial statements included in Item 18 of this annual report.
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in
certain circumstances that affect the amounts reported in the accompanying consolidated financial statements and related footnotes. Actual results may
differ from these estimates. We base our judgments on our experience and on various assumptions that we believe to be reasonable under the
circumstances.
Of our policies, the following are considered the most critical to an understanding of our consolidated financial statements as they require the
application of the most subjective and complex judgment, involving critical accounting estimates and assumptions impacting our consolidated financial
statements. We have applied our policies and critical accounting estimates consistently across our businesses:
•
Business combination
•
Intangibles
•
Goodwill
We base our estimates on historical experience and on various other assumptions which we believe to be reasonable under the circumstances.
Because of the uncertainty inherent in these matters, actual results could differ materially from the estimates we use in applying these policies.
Business combination
In accordance with ASC Topic 805, “Business Combination”, we allocate the fair value of purchase consideration to the assets acquired and liabilities
assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and
liabilities is recorded as goodwill.
Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability.
In the Company’s recent acquisitions, intangible assets and goodwill represented a majority of the assets acquired. Assessing fair values of intangible
assets acquired in a business combination involves significant judgment about future events and uncertainties and depends on estimates and assumptions.
Significant estimates utilized in valuating intangible assets include discount rates and future expected cash flow, which rely upon assumptions such as
the useful life of the assets, revenue growth rates and margins projections, technological obsolescence and income tax rate assumptions.
Contingent consideration incurred in a business combination is included as part of the consideration transferred and recorded at fair value as of the
acquisition date.
Estimating the fair value involves significant judgment and is based on significant assumptions relating to the estimate, such as discount rates,
internal cash flows forecast for the relevant period during which the financial metrics should be achieved and the timing and amounts of the contingent
payments.
Amounts recorded in a business combination in certain cases may be subject to revision based on the final determination of fair values during the
measurement period, which may be up to one year from the acquisition date, as additional information about conditions existing at the acquisition date
may become available. In addition, each reporting period thereafter, the Company revalues the contingent consideration payments and deferred
payments which are classified as liabilities and records the changes in their fair value in the Consolidated Statements of Operations and Comprehensive
Loss.
98
On August 31, 2022, Stratasys completed the merger of MakerBot (previously, a fully owned subsidiary) with Ultimaker, which together formed a
new entity under the name Ultimaker. The Company accounts for its investment in the combined company Ultimaker according to the equity method in
accordance with ASC Topic 323, as it has retained the ability to exercise significant influence but does not control the new entity. The Company
recognized an equity method investment in a total amount of $105.6 million comprised of the assumed fair value of the MakerBot shares and additional
amount invested in cash by the Company, representing a share of 46.5% in the new entity.
On April 3, 2023, we completed the acquisition of the additive manufacturing materials business of Covestro AG for an aggregate purchase price of
$60.5 million, including cash and shares and we are obligated to pay additional payments.
During 2024 and 2023, we completed several transactions, including acquisitions of an entity and additional assets, for a total consideration of $0.3
million and $22.0 million, respectively.
See Note 3 to our consolidated financial statements for further details on the business combination transactions.
Intangibles
Most of our identifiable intangible assets were recognized as part of business combinations we have executed in the current and prior periods. Our
identifiable intangible assets are considered definite life intangible assets and are primarily comprised of developed technology, trademarks and trade
names, customer relationships and patents. Definite life intangible assets are amortized using the straight-line method over their estimated period of
useful life.
Our determination of the fair value of the intangible assets acquired involves the use of significant estimates and assumptions. Refer to the “Business
combination” section above. We believe that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions
and estimates that a market participant would use. Should conditions differ from management’s estimates at the time of the acquisition, including
changes in volume or timing to current expectations of future revenue growth rates and forecasted margins, or changes in market factors outside of our
control, such as discount rates, material write-downs of intangible assets may be required, which would adversely affect our operating results.
We monitor events and changes in circumstances that could indicate carrying amounts of intangible assets may not be recoverable. We review the
carrying amounts of our intangible assets for potential impairment when events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Impairment indicators may include any significant changes in the manner of our use of the assets or the strategy of our overall
business, certain reorganization initiatives, significant negative industry or economic trends and significant decline in our share price for a sustained
period.
When such events or changes in circumstances occur, we compare the carrying amounts of the asset or assets groups with their respective estimated
undiscounted future cash flows. If the asset or assets group are determined to be impaired, an impairment charge is recorded in the amount by which the
carrying amount of the asset or assets group exceed their fair value.
During the years ended December 31, 2024 and 2023, we did not record any impairment charges related to our definite life intangible assets.
In 2024, additional intangible assets of $0.3 million were recognized by us as part of our assets and other acquisitions, as mentioned above.
99
Goodwill
Goodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date
over the fair values of the identifiable net assets acquired. Goodwill is not amortized but rather is tested for impairment annually at the reporting unit
level, or whenever events or circumstances present an indication of impairment. Our goodwill balance as of December 31, 2024 and 2023 resulted from
our recent acquisitions. No goodwill impairment was recorded during the years ended December 31, 2024 or 2023.
Determining the fair value of our reporting units requires significant judgment, including judgments about the appropriate terminal growth rates,
weighted average costs of capital and the amounts and timing of projected future cash flows. Fair value determinations are sensitive to changes in
underlying assumptions, estimates, and market factors. Projected future cash flows are based on our most recent budget, forecasts and strategic plans as
well as certain growth rate assumptions. Potential changes in our costs and operating structure, the expected timing of utilization of synergies, strategic
opportunities, negative effect of exchange rates and overall weakness in the 3D printing marketplace, could negatively impact our near-term cash-flow
projections and could trigger a potential impairment of our goodwill. In addition, failure to execute our strategic plans as well as increases in weighted
average costs of capital could negatively impact the fair value of our reporting units, and increase the risk of goodwill impairment in the future.
We will continue to monitor the fair value of our reporting units to determine whether events and changes in circumstances such as further
deterioration in the business climate or operating results, further significant decline in our share price, changes in management’s business strategy or
downward changes of our cash flows projections, warrant further interim impairment testing.
See Note 8 to our consolidated financial statements for further details on the goodwill impairment test in 2024.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.
A. Directors and Senior Management.
The following table lists the names and ages of our current directors, as well as the names, ages and positions of the current members of our senior
management, as of the filing date of this annual report:
Name
Age
Position
Dov Ofer
70
Chairman of the Board of Directors
S. Scott Crump
71
Director
Aris Kekedjian
58
Director
John J. McEleney
62
Director
David Reis
64
Director
Yair Seroussi
69
Director
Adina Shorr
64
Director
Yoav Zeif
58
Chief Executive Officer and Director
Eitan Zamir
48
Chief Financial Officer
Dov Ofer has served as our Chairman of the Board since May 2020 and as a director since July 2017. While serving as a director (prior to his
appointment as our Chairman), Mr. Ofer served on the oversight committee of the Board, which guided our executive management during an interim
period prior to the appointment of our current, permanent chief executive officer. Mr. Ofer served as the Chief Executive
100
Officer of Lumenis Computerized Systems Ltd. From 2007 to 2013, Mr. Ofer served as Chief Executive Officer of Lumenis Ltd. (Nasdaq: LMNS), a
medical laser device company. From 2005 to 2007, he served as Corporate Vice President and General Manager of HP Scitex (formerly a subsidiary of
Scailex Corporation Ltd. (TASE: SCIX)), a producer of large format printing equipment. From 2002 to 2005, Mr. Ofer served as President and Chief
Executive Officer of Scitex Vision Ltd. Prior to joining Scitex, Mr. Ofer held various managerial positions in the emerging Israeli high-tech sector and
participated in different mergers and acquisitions within the industry. Currently, Mr. Ofer serves as chairman of Hanita Coatings RCA Ltd., chairman of
Plastopil Hazorea Company Ltd. (TASE: PPIL), vice chairman of Scodix Ltd. and director of Kornit Digital Ltd. and Orbix Medical Ltd. He holds a B.A.
in Economics from the Hebrew University in Israel as well as an M.B.A. from the University of California Berkeley in California.
S. Scott Crump has served as our director since November 2021. Mr. Crump previously served as our Chairman of the Executive Committee of the
Board and our Chief Innovation Officer from February 2015 and February 2013, respectively, in each case until May 2020, at which time he was
appointed our Chief External Affairs and Innovation Officer, which he served as through August 2020. Mr. Crump also served from June 2018 through
March 2020 on the oversight committee of our Board that helped to support our interim chief executive officer in the management of our company
during an interim period, and our current CEO, Mr. Yoav Zeif, during Mr. Zeif’s initial period at our company. After leaving his position as a director on
the Board in 2020, Mr. Crump served as a technology consultant to the Board. Mr. Crump previously served as Chairman of the Board of our company
from the Stratasys, Inc.- Objet Ltd. merger until February 2015, as Chairman, Chief Executive Officer, President, Treasurer and a director of Stratasys,
Inc. from its inception in 1988 until the Stratasys, Inc.- Objet Ltd. merger, and as Chief Financial Officer of Stratasys from February 1990 to May 1997.
Mr. Crump was, with Lisa H. Crump, his wife, a co-founder of Stratasys, Inc., and he is the inventor of our FDM technology. Mr. Crump holds a B.S. in
mechanical engineering from Washington State University.
Aris Kekedjian has served as our director since having been appointed by the Board in November 2023. Mr. Kekedjian served as Chairman and Chief
Executive Officer of Trinity Biotech from October 2022 to December 2023. He served as President and Chief Executive Officer of Icahn Enterprises
from April 2021 to January 2022. Prior to that, Mr. Kekedjian held various roles of increasing responsibility at General Electric and GE Capital from
1989 to 2019, including Head of Corporate Development and Chief Investment Officer of GE; Managing Director and Global Head, Business
Development of GE Capital; and Managing Director, Global Corporate Development and CEO of GE Capital in the MEA region. During his tenure at
GE and GE Capital, Mr. Kekedjian guided the company through multiple phases of growth and transformation, including through the 2008 financial
crisis and a series of multibillion-dollar mergers that helped reposition disparate assets into leading businesses. In addition, he previously served as a
director of Xerox Holdings Corporation and XPO Logistics. Mr. Kekedjian holds a Bachelor of Commerce degree in Finance and International Business
from Concordia University in Montreal, Canada.
John J. McEleney has served as a director of our Company since the Stratasys, Inc.- Objet Ltd. merger, and, before that, as a director of Stratasys, Inc.
from 2007 until the Stratasys, Inc.- Objet Ltd. merger. He is the co-founder of Onshape Inc., a venture backed start-up company focused on applying
modern computing to the 3D product design market. Prior to Onshape he was the Chief Executive of Cloud Switch, which was acquired by Verizon. He
served as a director of SolidWorks Corporation, a wholly owned subsidiary of Dassault Systemes S.A. (Nasdaq: DASTY), from June 2000 to May 2008,
and also served as its Chief Executive Officer from 2001 until June 2007. Mr. McEleney joined SolidWorks in 1996, serving in several capacities,
including Chief Operating Officer and Vice President, Americas Sales. Prior to joining SolidWorks, Mr. McEleney held several key management
positions at CAD software pioneer Computervision and at defense contractor Raytheon. Mr. McEleney also serves as a
101
director of Newforma, a privately held software company. He holds a B.S. in Mechanical Engineering from the University of Rochester, an M.S. in
Manufacturing Engineering from Boston University and an M.B.A. from Northeastern University.
David Reis has served as our director from June 2013 to the present time. For parts of that period, he served as our Vice Chairman of the Board, as an
Executive Director and as a key member of the oversight committee of the Board, which guided our executive management during an interim period
prior to the appointment of our current, permanent chief executive officer. Since 2017, Mr. Reis serves as Chairman at Enercon Technologies Ltd.,
Tuttnauer Ltd and Highcon Ltd. He also served as a Director of Objet from 2003 until the closing of the Stratasys-Objet merger. Mr. Reis served as the
Stratasys Chief Executive Officer from March 2009 until June 30, 2016 (and, prior to the Stratasys-Objet merger, as Objet’s CEO). Previously, he
served as Chief Executive Officer and President of NUR Macroprinters Ltd. (NURMF.PK), a wide format printer manufacturer that was acquired by HP,
from February 2006 to March 2008. Prior to joining NUR, Mr. Reis served as the Chief Executive Officer and President of ImageID, an automatic
identification and data capture solution provider, and of Scitex Vision (Nasdaq & TASE: SCIX), a developer and manufacturer of wide-format printers.
Mr. Reis holds a B.A. in Economics and Management from the Technion-Israel Institute of Technology and an M.B.A. from the University of Denver.
Reis is also a graduate of the Harvard Business School Advanced Management Program.
Yair Seroussi has been a member of the board of directors of Stratasys since 2017 and is serving as the chairman of the audit committee. He is the
chairman of Enlight renewable energy since 2018, listed on NSDAQ & TASE, and the chairman of ZIM integrated shipping services Ltd, NYSE, a
global shipping operator. He is currently on the board of directors of Mediterranean towers Ltd. Mr. Seroussi was previously on the board of directors of
DSP Group Inc. Mr. Seroussi brings immense experience to the board room, having served as Chairman of Bank Hapoalim, Israel's largest bank and of
the Association of Banks in Israel. Mr. Seroussi served as head of Morgan Stanly Israel for 16 years. Before, He served in senior positions at the Israeli
ministry of finance, was head of the office of ministry, stationed in the US, and was head of the commodities division, based in NY. In addition to his
various professional roles, Mr. Seroussi serves in nonprofit organizations, He is the chairman of Tovanot B'Hinuch (a nonprofit organization helping
Periphery schools to excel), sits on the board of governors at the Hebrew University, Weizman Institutes and the Shenkar College of Engineering,
Design and Art, and he acts as chairman of the Eli Hurvitz institute of strategic management at the Tel Aviv University. Mr. Seroussi holds a B.A. in
Economics and Political Science from the Hebrew University in Jerusalem.
Adina Shorr has served as our director since having been appointed by the Board in July 2018, and was re-elected by our shareholders at our 2018
annual general meeting of shareholders. Ms. Shorr has been the Chief Executive Officer of Scodix, a company that provides solutions to commercial
printers, since September 2018. Prior to that time, she served as Chief Executive Officer and Chairman of the Board of Lucidlogix Technologies Ltd.
from November 2013 to August 2018. Before that, Ms. Shorr had served as the Chief Executive Officer of CellGuide Ltd. (which was acquired by
Lucidlogix) from October 2009 through October 2013. Ms. Shorr served as the Chief Executive Officer and President of Objet Ltd. (formerly known as
Objet Geometries, Ltd.), one of the two predecessor companies to Stratasys Ltd., for a six-year period ending in March 2009, and also served as its
President. She has extensive experience in leadership and management of technology, systems and solutions stemming from her over twenty-year career
in the high-tech sector, both in the United States and Israel. She served as Corporate Vice President of Leaf Products at Creo Inc. from March 2000 to
March 2003, where she initiated and led in 2000 the establishment of Leaf Products, a start-up for professional digital photography within Creo. Prior to
that time, Ms. Shorr served for nine years at Scitex, four years of which she served as the President of the Scitex Input Division. Beginning in 1991, she
worked in the United
102
States for IBM in a sales support capacity and for Unisys in Program Management and was responsible for the management of the business facets of the
Unisys Network Computing Division. Ms. Shorr has served as a director of Advanced Vision Technology Ltd. since June 2014 and was a director of
Objet Geometries Ltd. and then Stratasys Ltd. from May 2012 to June 2013. Ms. Shorr holds an MBA and a BA, both with honors, from Michigan State
University in East Lansing, Michigan.
Yoav Zeif has served as our chief executive officer since February 18, 2020 and as a director since November 7, 2024. Prior to joining our company,
from 2018 until February 2020, Mr. Zeif was a partner in the New York office of McKinsey & Company, a global strategic advisory firm that is based in
New York. Before serving in that role, Mr. Zeif served as President of the Americas Division, Head of Product Offering and Chief Commercial Officer
at Netafim, the world’s largest micro-irrigation company, from 2013 to 2018. Prior to that, he served as Senior Vice President of Products and
Marketing at Makhteshim (now Adama Ltd.), a global crop-protection company, where he managed the entire portfolio of products and all global
commercial relationships. Yoav obtained an Executive MBA from the Kellogg School of Management at Northwestern University and a Ph.D. in
International Economics from Bar-Ilan University.
Eitan Zamir has served as our Chief Financial Officer since February 2022. He joined Stratasys in 2019 and thereafter has overseen all external
financial reporting, accounting, tax, treasury, and Sarbanes-Oxley compliance for the organization along with extensive involvement in capital raising
and M&A activities. Prior to joining Stratasys, Mr. Zamir was a Partner at PricewaterhouseCoopers (PwC), based in Tel Aviv and New York. Mr. Zamir
is a certified public accountant who earned his bachelor’s degree, with honors, in accounting and economics from the Hebrew University in Jerusalem,
and a Master of Science with an emphasis in financial management from Tel Aviv University.
103
Arrangements for Election of Directors and Members of Management; Family Relationships
There are no arrangements or understandings pursuant to which any of our directors or members of senior management were selected for their roles.
There are also no family relationships among any directors or members of our senior management.
B. Compensation.
The following table presents all compensation that we paid, or accrued, during the year ended December 31, 2024 to all persons who served as a
director or as a member of senior management of our company at any time during the year. The table includes amounts that we paid to reimburse any of
these persons for costs incurred in providing us with services during that period.
Salaries, Fees, Bonuses
Commissions, and Related Benefits
Paid or Accrued
Pension, Retirement and
Other Similar Benefits
Accrued
All directors and members of senior management as a group
$
2,088,398
$
155,093
Pursuant to the Companies Law, the fees payable to our directors and our chief executive officer require approval by (i) the compensation committee
of our board, (ii) the board of directors and (iii) our shareholders (in that order). Please see “Compensation Policy and Committee” in Item 6.C (“Board
Practices”) below for further information regarding the requirements under the Companies Law in connection with the compensation of directors.
Does not include the value attributable to stock option or restricted stock unit (RSU) grants. For a discussion of stock option and RSU grants to our
directors and members of senior management, see below.
Comprised of the current directors and senior management members listed in the table under “Directors and Senior Management” in Item 6.A above,
as well as Michael Schoellhorn, who served as a director from the start of 2024 until our annual general meeting of shareholders on November 7, 2024.
This compensation amount for the year ended December 31, 2024 excludes an aggregate of $0.5 million of bonuses that were paid in 2024 in
respect of services that had been performed during the previous year.
1
2
3
1
2
3
104
Director Compensation
The following table sets forth the directors’ fees, salary or other compensation (excluding value attributable to RSU grants and stock option grants,
and excluding reimbursement for reasonable expenses incurred in connection with services) that are payable to each of our current directors, based on
the most recent approval for non-employee director compensation provided by our shareholders at our November 2021 annual general meeting of
shareholders:
Name of Director
Annual Fee/Salary
Annual Board Committee Retainer (and/or Chairman Retainer)
Dov Ofer
$200,000
$—
S. Scott Crump
$60,000
$—
Aris Kekedjian
$60,000
$10,000
John J. McEleney
$60,000
$30,000
David Reis
$60,000
$10,000
Yair Seroussi
$60,000
$20,000
Adina Shorr
$60,000
$10,000
Yoav Zeif
$—
$—
Director/Officer Equity Compensation
Grants to independent/non-employee directors
At our 2021 annual general meeting of shareholders, our shareholders (in addition to approving the above-listed annual cash fee amounts) approved
the following annual equity package for each of our independent and/or non-executive directors, which, as of the present time, includes all current
members of the board:
Value of Grants: Annual grants of $140,000 value, consisting of 50% RSUs (with $70,000 value) and 50% options to purchase ordinary shares (with
$70,000 value).
Our former director, Michael Schoellhorn, who served as a director from the start of 2024 until our annual general meeting of shareholders on
November 7, 2024, received a prorated portion (based on amount of time served) of an annual fee of $60,000 as our director in 2024.
The amounts reflected in the “Annual Fee/Salary” column do not include additional annual retainer amounts payable to each director who serves
(including as chairman) on a committee of our board of directors, which additional amounts are reflected in the “Annual Board Committee Retainer
(and/or Chairman Retainer)” column.
Mr. Ofer’s compensation as our Chairman of the Board was approved by our shareholders at our 2020 annual general meeting of shareholders in
November 2020.
Constitutes the $10,000 annual retainer for serving on the audit committee.
Constitutes of the $20,000 annual retainer for serving as chairman of the compensation committee, plus a $10,000 annual retainer for serving on the
audit committee.
Constitutes the $10,000 annual retainer for serving on the compensation committee.
Constitutes the $20,000 annual retainer for serving as chairman of the audit committee.
Constitutes the $10,000 annual retainer for serving on the compensation committee.
Mr. Zeif serves as our Chief Executive Officer and does not receive any additional compensation in his capacity as a director. For the details
concerning Mr. Zeif’s compensation in 2024, please see “Summary Compensation Table” below in this Item 6.
4
5
6
7
8
9
10
11
12
4
5
6
7
8
9
10
11
12
105
Deemed Value of RSUs/options: The number of RSUs to be granted will be determined by dividing $70,000 by the fair market value of a single
ordinary share, determined based on the average of the closing prices of an ordinary share on the trading days during the 30-day period following the
annual general meeting at which the director is elected or re-elected. For the grant in 2024 only, our board of directors set a minimum value of $10.00
per share for purposes of determining the fair market value of a single ordinary share for the grant of RSUs to non-employee directors. The number of
options to be granted will be determined by dividing $70,000 by the Black-Scholes value of an option to purchase one ordinary share, as of the date of
the annual general meeting of shareholders at which the director is elected or re-elected.
Exercise Price (for options): Equal to the fair market value of our ordinary shares, determined based on the average of the closing prices of an
ordinary share on the trading days during the 30-day period following the election or re-election of the director by our shareholders.
Vesting Schedule: Each of the RSUs and options vest equally on a monthly basis until the earlier of (i) the first anniversary of the grant date, or (ii)
the end of the term of the applicable director at the next annual general meeting of shareholders after the grant date, at which such director’s directorship
may be extended or terminated (which we refer to as the Full Vesting Date), provided that all such RSUs and options shall be fully vested at the Full
Vesting Date.
Other Terms: The other terms of the RSUs/ options to purchase ordinary shares granted annually to our non-employee directors shall be in
accordance with our then- effective equity incentive plan (currently, our 2022 Share Incentive Plan (defined below)). For a description of the terms of
our stock option and share incentive plans, see “Share Ownership - Stock Option and Share Incentive Plans” in Item 6.E below.
Office Holder Compensation
The table below outlines the compensation granted to our five most highly compensated senior office holders during or with respect to the year ended
December 31, 2024, in the disclosure format of Regulation 21 of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970. We refer to
the five individuals for whom disclosure is provided herein as our “Covered Executives.”
For purposes of the table and the summary below, and in accordance with the above-mentioned securities regulations, “compensation” includes base
salary, bonuses, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits and any
undertaking to provide such compensation.
106
Summary Compensation Table
Information Regarding the Covered Executive
Name and Principal Position
Base Salary
Variable
Compensation
Benefit and
Perquisites
Total Compensation,
Excluding Equity-
Based Compensation
Equity-Based
Compensation
Total
Yoav Zeif, CEO
$
567,721 $
351,987 $
126,160 $
1,045,868 $
1,191,788 $
2,237,656
Richard Garrity, Chief Business
Unit Officer
$
415,240 $
159,493 $
34,003 $
608,736 $
379,302 $
988,037
Christian Alvarez, CRO
$
310,154 $
240,003 $
402,823 $
952,981 $
(35,157) $
917,823
Eitan Zamir, CFO
$
308,221 $
93,125 $
105,598 $
506,944 $
282,604 $
789,548
Nava Kazaz, CPO
$
283,861 $
86,081 $
83,678 $
453,619 $
325,553 $
779,173
Members of our senior management are eligible for bonuses each year. The bonuses are payable upon meeting objectives and targets that are set
annually by our Chief Executive Officer and approved by our compensation committee and our board of directors, in that order. These same corporate
bodies also set the bonus targets for our Chief Executive Officer. In accordance with a December 2012 amendment to the Companies Law, we have
adopted a compensation policy that governs the compensation of our directors and senior management and which has been approved (both initially, and
then in updated form) by (i) the compensation committee of our board, (ii) the board of directors and (iii) our shareholders (most recently, at our
November 2024 annual general meeting of shareholders) (in that order). Please see “Compensation Policy and Committee” in Item 6.C (“Board
Practices”) below for further information.
All amounts reported in the table are in terms of cost to the Company in U.S. dollars, as recorded in our financial statements.
All current executive officers listed in the table are full-time employees or consultants of our company. Cash compensation amounts denominated
in currencies other than the U.S. dollar were converted into U.S. dollars at the average conversion rate for 2024.
Amounts reported in this column refer to commission, incentive and the maximum contractual bonus payments potentially payable for 2024.
Amounts reported in this column include benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may
include, to the extent applicable to the Covered Executive, payments, contributions and/or allocations for savings funds, pension, severance, vacation,
house or house allowance, car or car allowance, medical insurances and benefits, risk insurances (e.g., life, disability, accident), convalescence pay,
payments for social security, tax gross-up payments, sign-up and relocation bonus and other benefits and perquisites consistent with our guidelines.
Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2024 with respect to
equity-based compensation. Equity-based compensation is determined based on the awards’ fair value on their grant date. Assumptions and key
variables used in the calculation of such amounts are described in Note 12 to our audited consolidated financial statements, which are included in Item
18 of this annual report.
Christian Alvarez served as our Chief Revenue Officer from the start of 2024 through August 8, 2024. The compensation appearing in this table
reflects all compensation paid or accrued to him in respect of his service during 2024.
13
14
15
16
17
18
13
14
15
16
17
18
107
C. Board Practices.
Board of Directors
Under the Companies Law, the management of our business is vested in our board of directors. Our board of directors may exercise all powers and
may take all actions that are not specifically granted to our shareholders or to management. Our board of directors serves as the primary corporate body
responsible for risk management for our company, including cybersecurity risks, and periodically consults with the management of our company to
obtain updates concerning, and internally discusses, the most material risks currently facing our company, and how those risks are being mitigated. Our
executive officers are responsible for our day-to-day management and have individual responsibilities established by our board of directors. Our Chief
Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the employment agreement that we have entered into
with him. All other executive officers are also appointed by our board of directors, subject to the terms of any applicable employment agreements that
we may enter into with them.
Under our amended articles, our board of directors must consist of at least seven and not more than 11 directors, including, to the extent applicable, at
least two external directors required to be elected under the Companies Law.
In May 2016, we elected to be governed by an exemption under the Companies Law regulations that exempts us from appointing external directors
and from complying with the Companies Law requirements related to the composition of the audit committee and compensation committee of our board
of directors. Our eligibility for that exemption is conditioned upon: (i) the continued listing of our ordinary shares on the Nasdaq Stock Market (or one of
a few select other non-Israeli stock exchanges); (ii) there not being a controlling shareholder (generally understood to be a 25% or greater shareholder) of
our company under the Companies Law; and (iii) our compliance with the Nasdaq Listing Rules requirements as to the composition of (a) our board of
directors-which requires that we maintain a majority of independent directors (as defined under the Nasdaq Listing Rules) on our board of directors and
(b) the audit and compensation committees of our board of directors (which require that such committees consist solely of independent directors (at least
three and two members, respectively), as described under the Nasdaq Listing Rules). At the time that it determined to exempt our company from the
external director requirement, our board affirmatively determined that we meet the conditions for exemption from the external director requirement,
including that a majority of the members of our board, along with each of the members of the audit and compensation committees of the board, are
independent under the Nasdaq Listing Rules.
As a result of our election to be exempt from the external director requirement under the Companies Law, each of our directors is elected annually, at
our annual general meeting of shareholders. The vote required for the election of each director is a majority of the voting power represented at the
meeting and voting on the election proposal. Following our 2024 annual general meeting of shareholders that took place in November 2024, the current
members of our board consist of the Chairman— Dov Ofer, S. Scott Crump, Aris Kekedjian, John J. McEleney (Chairman of the Compensation
Committee), David Reis, Yair Seroussi (Chairman of the Audit Committee), Adina Shorr and Yoav Zeif (our Chief Executive Officer). For more
information, please see “Election of Directors” in Item 10.B (“Memorandum and Articles of Association”) below.
Our board of directors may appoint directors to fill vacancies on the board, for a term of office equal to the remaining period of the term of office of
the director(s) whose office(s) have been vacated.
In accordance with the exemption available to foreign private issuers under the Nasdaq Listing Rules, we do not follow the requirements of the
Nasdaq rules with regard to the process of nominating directors.
108
Instead, we follow Israeli law and practice, in accordance with which our board of directors (based on the recommendation of the executive committee
thereof) is authorized to recommend to our shareholders director nominees for election. Under the Companies Law and our amended articles,
nominations for directors may also be made by any shareholder holding at least one percent (1%) of our outstanding voting power. However, any such
shareholder may make such a nomination only if a written notice of such shareholder’s intent to make such nomination (together with certain
documentation required under the Companies Law) has been delivered to our registered Israeli office within seven days after we publish notice of our
upcoming annual general meeting (or within 14 days after we publish a preliminary notification of an upcoming annual general meeting).
In addition to its role in making director nominations, under the Companies Law, our board of directors must determine the minimum number of
directors who are required to have accounting and financial expertise. Under applicable regulations, a director with accounting and financial expertise is
a director who, by reason of his or her education, professional experience and skill, has a high level of proficiency in and understanding of business
accounting matters and financial statements. See “-External Directors” in this Item 6.C below. He or she must be able to thoroughly comprehend the
financial statements of the company and initiate debate regarding the manner in which financial information is presented. In determining the number of
directors required to have such expertise, our board of directors must consider, among other things, the type and size of our company and the scope and
complexity of its operations. Our board of directors has determined that our company requires one director with such expertise.
External Directors
Under the Companies Law, the boards of directors of companies whose shares are publicly traded, including companies with shares traded in the
United States, are generally required to include at least two members who qualify as external directors.
Our election to exempt our company from compliance with the external director requirement can be reversed at any time by our board of directors, in
which case we would need to hold a shareholder meeting to once again appoint external directors, whose election would be for a three-year term. The
election of each external director would require a majority vote of the shares present and voting at a shareholders meeting, provided that either:
•
the majority voted in favor of election includes a majority of the shares held by non-controlling shareholders who do not have a personal interest
in the election of the external director (other than a personal interest not deriving from a relationship with a controlling shareholder) that are voted
at the meeting, excluding abstentions, which we refer to as a disinterested majority; or
•
the total number of shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against the election
of the director does not exceed two percent (2%) of the aggregate voting rights in the company.
The term “controlling shareholder” is defined in the Companies Law as a shareholder with the ability to direct the activities of the company, other
than by virtue of being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting
rights in a company or has the right to appoint the majority of the directors of the company or its general manager (i.e., its CEO).
For further information concerning the Companies Law provisions related to external directors, please see “Item 6. Directors, Senior Management
and Employees-C. Board Practices-Board of Directors-External Directors” in our annual report on Form 20-F for the year ended December 31, 2015,
which we filed with the SEC on March 21, 2016.
109
Board Committees
Audit Committee
Under the Companies Law, the board of directors of a public company must appoint an audit committee. The audit committee must consist of at least
three directors. To the extent a company is required to appoint external directors, this committee must include all of the external directors, one of whom
must serve as chairman of the committee. There are additional requirements as to the composition of the audit committee under the Companies Law.
However, when we elected to exempt our company from the external director requirement, we concurrently elected to exempt our company from all of
such requirements (which exemption is conditioned on our fulfillment of all Nasdaq Listing Requirements related to the composition of the audit
committee).
The members of our audit committee consist of Aris Kekedjian, John McEleney and Yair Seroussi. Mr. Seroussi serves as chairman of the committee.
Our board of directors has determined that each of Messrs. Kekedjian, McEleney and Seroussi meets the independence requirements set forth in the
Listing Rules of the Nasdaq Stock Market and in Rule 10A-3 under the Exchange Act.
Our board of directors has determined that Mr. Seroussi qualifies as an audit committee financial expert, as defined under Item 16A of the SEC’s
Form 20-F, and has the requisite financial sophistication set forth in the Nasdaq rules and regulations.
Our board of directors has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with the rules of the
SEC and the Listing Rules of the Nasdaq Stock Market, as well as the requirements for such committee under the Companies Law, including the
following responsibilities:
•
oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of
our independent registered public accounting firm to the board of directors in accordance with Israeli law;
•
recommending the engagement or termination of the person filling the office of our internal auditor; and
•
recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our
board of directors.
Our audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting,
auditing, financial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent accountants
and reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our audit committee also
oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that the accountants are
independent of management.
Under the Companies Law, our audit committee is responsible for (i) determining whether there are deficiencies in the business management
practices of our company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the board of
directors to improve such practices, (ii) determining whether to approve certain related party transactions (including transactions in which an office
holder has a personal interest and whether such transaction is extraordinary) (see “-Approval of related party transactions under Israeli Law” below in
this Item 6.C), (iii) determining standards and policies for determining whether a transaction with a controlling shareholder or a transaction in which a
controlling shareholder has a personal interest is deemed
110
insignificant or not and the approval requirements (including, potentially, the approval of the audit committee) for transactions that are not insignificant
including the types of transactions that are not insignificant, (iv) where the board of directors approves the working plan of the internal auditor, to
examine such working plan before its submission to the board and propose amendments thereto, (v) examining our internal controls and internal
auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, (vi) examining the scope
of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on
which of them is considering the appointment of our auditor and (vii) establishing procedures for the handling of employees’ complaints as to the
management of our business and the protection to be provided to such employees. Our audit committee may not approve an action or a related party
transaction, or take any other action required under the Companies Law, unless at the time of approval a majority of the committee’s members are
present, which majority consists of unaffiliated directors including at least one external director.
Compensation Committee and Compensation Policy
Following the adoption of a December 2012 amendment to the Companies Law, we appointed a compensation committee and established a policy
regarding the terms of engagement of office holders, or a compensation policy. Such compensation policy was set by our board, after considering the
recommendations of our newly-appointed compensation committee, and was approved by our shareholders in September 2013. In February 2015 and
again in September 2018, November 2021 and November 2024, following approval by our compensation committee and board, our shareholders
approved amended and restated versions of our compensation policy at an extraordinary general meeting of shareholders and at our 2018, 2021 and 2024
annual general meetings of shareholders (respectively).
The compensation policy serves as the basis for decisions concerning the financial terms of employment or engagement of our office holders,
including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The
compensation policy also relates to certain factors, including advancement of our objectives, our business and our long-term strategy, and creation of
appropriate incentives for executives. It also considers, among other things, our risk management, size and the nature of our operations. The
compensation policy furthermore considers the following additional factors:
•
the knowledge, skills, expertise and accomplishments of the relevant director or executive;
•
the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;
•
the relationship between the terms offered and the average compensation of the other employees of our company, including those (if any)
employed through manpower companies;
•
the impact of disparities in salary upon work relationships in our company;
•
the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise
value of non-cash variable compensation; and
•
as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,
our company’s performance during that period of service, the person’s contribution towards our company’s achievement of its goals and the
maximization of its profits, and the circumstances under which the person is leaving our company.
The compensation policy also includes the following principles:
•
the link between variable compensation and long-term performance and measurable criteria;
111
•
the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;
•
the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data
upon which such compensation was based was inaccurate and was required to be restated in our financial statements; and
•
the minimum holding or vesting period for variable, equity-based compensation.
The compensation policy must also consider appropriate incentives from a long-term perspective and maximum limits for severance compensation.
Under the December 2012 amendment to the Companies Law, our compensation committee is responsible for recommending the compensation
policy to our board of directors for its approval (and subsequent approval by our shareholders) and is charged with duties related to the compensation
policy and to the compensation of our office holders as well as functions related to approval of the terms of engagement of office holders, including:
•
recommending whether our compensation policy should continue in effect, if the then-current policy has a term of greater than three (3) years
(approval of the continuation of an existing compensation policy for a company such as ours must in any case occur every three years);
•
recommending to our board periodic updates to the compensation policy;
•
assessing implementation of the compensation policy; and
•
determining whether the compensation terms of the chief executive officer of our company need not be brought to approval of the shareholders
(under special circumstances).
As to the composition of the compensation committee, under the Companies Law, if a company is required to appoint external directors, the
committee must consist of at least three (3) members, including all of the external directors, one of whom must serve as chairman of the committee.
There are additional requirements as to the composition of the audit committee under the Companies Law. However, when we elected to exempt our
company from the external director requirement, we concurrently elected to exempt our company from all of such requirements (including the three-
member minimum). Our exemption under the Companies Law is conditioned on our fulfillment of all Nasdaq listing requirements related to the
composition of the compensation committee.
The compensation committee is subject to the same Companies Law restrictions as the audit committee as to who may not be present during
committee deliberations (as described under “-Approval of Related Party Transactions Under Israeli Law-Fiduciary Duties of Directors and Executive
Officers-Disclosure of Personal Interests of an Office Holder” below).
The Nasdaq Listing Rules also require that the compensation of the chief executive officer and all other executive officers of our company be
determined, or be recommended to the board for determination, by a compensation committee consisting solely of independent directors (subject to a
minimum of two committee members).
We initially appointed our compensation committee in mid-2013. The committee currently consists of John McEleney, David Reis and Adina Shorr.
Mr. McEleney serves as chairman of the committee. Our board of directors has determined that each of Mr. McEleney, Mr. Reis and Ms. Shorr meets the
independence requirements set forth in the Listing Rules of the Nasdaq Stock Market and in Rule 10C-1 under the Exchange Act.
112
Our board of directors has adopted a compensation committee charter that sets forth the responsibilities of the compensation committee consistent
with the rules of the SEC and the Listing Rules of the Nasdaq Stock Market, as well as the requirements for such committee under the Companies Law,
including the following responsibilities:
•
review and approval of the compensation of our Chief Executive Officer and each of our other executive officers;
•
approval of transactions involving office holders’ compensation (including non-employee director compensation) pursuant to Sections 272, 273,
and 275 of the Companies Law;
•
review, revision and approval of our compensation policy, and review, approval and oversight of the implementation of our compensation policies,
incentive-based compensation plans and equity-based compensation plans; and
•
review and recommendation, to the entire board of directors, of our management succession planning.
Nominating Committee
Our board of directors does not currently have a nominating committee, as director nominations are made in accordance with the terms of our articles,
as described in “- Board of Directors” above. We rely upon the exemption available to foreign private issuers under the Listing Rules of the Nasdaq
Stock Market from the Nasdaq listing requirements related to independent director oversight of nominations to our board of directors and the adoption of
a formal written charter or board resolution addressing the nominations process. Also see Item 16.G “Corporate Governance” below.
Internal Auditor
Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor recommended by the audit committee
and nominated by the board of directors. An internal auditor may not be:
•
a person (or a relative of a person) who holds more than 5% of the company’s outstanding shares or voting rights;
•
a person (or a relative of a person) who has the power to appoint a director or the general manager of the company;
•
an office holder (including a director) of the company (or a relative thereof); or
•
a member of the company’s independent accounting firm, or anyone on his or her behalf.
The role of the internal auditor is to examine, among other things, our compliance with applicable law and orderly business procedures. Hila Barr-
Hoisman, of Deloitte Israel & Co., has served as our internal auditor since May 2023.
113
Approval of Related Party Transactions Under Israeli Law
Fiduciary Duties of Directors and Executive Officers
The Companies Law codifies the fiduciary duties that office holders owe to a company. Each person listed in the table under Item 6.A “Directors and
Senior Management” is an office holder under the Companies Law.
An office holder’s fiduciary duties consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to act with the level of
care with which a reasonable office holder in the same position would have acted under the same circumstances. The duty of loyalty requires that an
office holder act in good faith and in the best interests of the company. The duty of care includes a duty to use reasonable means to obtain:
•
information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and
•
all other important information pertaining to these actions.
The duty of loyalty requires an office holder to act in good faith and for the benefit of the company, and includes a duty to:
•
refrain from any conflict of interest between the performance of his or her duties to the company and his or her other duties or personal affairs;
•
refrain from any activity that is competitive with the company;
•
refrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself or others; and
•
disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her
position as an office holder.
Disclosure of Personal Interests of an Office Holder
The Companies Law requires that an office holder promptly disclose to the board of directors any personal interest that he or she may have and all
related material information known to him or her and any documents concerning any existing or proposed transaction with the company. An interested
office holder’s disclosure must be made promptly and in any event no later than the first meeting of the board of directors at which the transaction is
considered. A “personal interest” includes an interest of any person in an act or transaction of a company, including a personal interest of one’s relative
or of a corporate body in which such person or a relative of such person is a 5% or greater shareholder, director or general manager or in which he or she
has the right to appoint at least one director or the general manager, but excluding a personal interest stemming from one’s ownership of shares in the
company. A personal interest furthermore includes the personal interest of a person for whom the office holder holds a voting proxy or the interest of the
office holder with respect to his or her vote on behalf of the shareholder for whom he or she holds a proxy even if such shareholder itself has no personal
interest in the approval of the matter. An office holder is not, however, obliged to disclose a personal interest if it derives solely from the personal
interest of his or her relative in a transaction that is not considered an extraordinary transaction. Under the Companies Law, an “extraordinary
transaction” is defined as any of the following:
• a transaction other than in the ordinary course of business;
• a transaction that is not on market terms; or
• a transaction that may have a material impact on a company’s profitability, assets or liabilities.
114
If it is determined that an office holder has a personal interest in a transaction, approval by the board of directors is required for the transaction, unless
the company’s articles of association provide for a different method of approval. Further, so long as an office holder has disclosed his or her personal
interest in a transaction, the board of directors may approve an action by the office holder that would otherwise be deemed a breach of duty of loyalty.
However, a company may not approve a transaction or action that is adverse to the company’s interest or that is not performed by the office holder in
good faith. Approval first by the company’s audit committee and subsequently by the board of directors is required for an extraordinary transaction with
an office holder. Compensation of, or an undertaking to indemnify or insure, an office holder, requires approval by the compensation committee, the
board of directors and, in certain cases (for directors, the chief executive officer, and any executive officer whose compensation terms do not conform to
the then-existing compensation policy) the shareholders, in that order. Compensation of an individual office holder, including the chief executive officer
(but excluding a director), that does not conform to the company’s compensation policy may be adopted under special circumstances despite failure to
obtain shareholder approval if, following the relevant shareholder vote, the compensation committee followed by the board once again approves the
compensation, based on renewed and specific analysis of relevant factors.
Generally, a person who has a personal interest in a matter which is considered at a meeting of the board of directors, the audit committee or
compensation committee may not be present at such a meeting or vote on that matter unless a majority of the board, audit committee or compensation
committee (as appropriate) has a personal interest in the matter, or unless the chairman of the board, audit committee or compensation committee (as
appropriate) determines that he or she should be present in order to present the transaction that is subject to approval. If a majority of the members of the
board, audit committee or compensation committee has a personal interest in the approval of a transaction, then all directors may participate in
discussions of the board of directors, audit committee or compensation committee on such transaction and the voting on approval thereof, but
shareholder approval is also required for such transaction.
Disclosure of Personal Interests of Controlling Shareholders
Pursuant to Israeli law, the disclosure requirements regarding personal interests that apply to directors and executive officers also apply to a
controlling shareholder of a public company. In the context of a transaction involving a shareholder of the company, a controlling shareholder also
includes any shareholder who holds 25% or more of the voting rights if no other shareholder holds more than 50% of the voting rights. Two or more
shareholders with a personal interest in the approval of the same transaction are deemed to be a single shareholder and may be deemed a controlling
shareholder for the purpose of approving such transaction. Extraordinary transactions with a controlling shareholder or in which a controlling
shareholder has a personal interest, or a transaction with a controlling shareholder or his or her relative, directly or indirectly, require the approval of the
audit committee, the board of directors and the shareholders of the company, in that order. In addition, the shareholder approval must fulfill one of the
following requirements:
•
a disinterested majority; or
•
the votes of shareholders who have no personal interest in the transaction and who are present and voting, in person, by proxy or by voting deed at
the meeting, and who vote against the transaction may not represent more than two percent (2%) of the voting rights of the company.
To the extent that any such transaction with a controlling shareholder is for a period extending beyond three years, approval is required once every
three years, unless the audit committee determines that the duration of the transaction is reasonable given the circumstances related thereto.
115
The engagement of a controlling shareholder as an office holder or employee requires the same approvals as are described immediately above, except
that the approval of the compensation committee, rather than the audit committee, is required.
Shareholder Duties
Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders
and to refrain from abusing his or her power in the company, including, among other things, in voting at the general meeting of shareholders and at class
shareholder meetings with respect to the following matters:
•
an amendment to the company’s articles of association;
•
an increase of the company’s authorized share capital;
•
a merger; or
•
the approval of related party transactions and acts of office holders that require shareholder approval.
•
In addition, a shareholder also has a general duty to refrain from discriminating against other shareholders.
In addition, certain shareholders have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder
who knows that it has the power to determine the outcome of a shareholder vote or a shareholder class vote and any shareholder who has the power to
appoint or to prevent the appointment of an office holder of the company or other power towards the company. The Companies Law does not define the
substance of this duty of fairness, except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of
the duty to act with fairness.
Exculpation, Insurance and Indemnification of Directors and Officers
Under the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may
exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of
duty of care but only if a provision authorizing such exculpation is inserted in its articles of association. Our amended articles include such a provision.
The company may not exculpate in advance a director from liability arising out of a prohibited dividend or distribution to shareholders.
Under the Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed
by him or her as an office holder, either in advance of an event or following an event, provided its articles of association include a provision authorizing
such indemnification:
•
financial liability incurred by or imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s
award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then
such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities
when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the
circumstances, and such undertaking shall detail the above mentioned foreseen events and amount or criteria;
116
•
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted
against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such
office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the
criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an
offense that does not require proof of criminal intent; and
•
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him
or her by the company, on its behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as
a result of a conviction for an offense that does not require proof of criminal intent.
Under the Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an
office holder if and to the extent provided in the company’s articles of association:
•
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act
would not harm the company;
•
a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and
•
a financial liability imposed on the office holder in favor of a third party.
Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
•
a breach of fiduciary duty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office
holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
•
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
•
an act or omission committed with intent to derive illegal personal benefit; or
•
a fine or forfeit levied against the office holder.
Under the Companies Law, exculpation, indemnification and insurance of office holders must be approved by our compensation committee and our
board of directors and, with respect to directors or controlling shareholders, their relatives and third parties in which such controlling shareholders have a
personal interest, also by the shareholders. See “-Approval of Related Party Transactions Under Israeli Law-Fiduciary Duties of Directors and Executive
Officers” above in this Item 6.C.
Our amended articles permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by the
Companies Law.
We have obtained directors and officers liability, or D&O, insurance for the benefit of our office holders and intend to continue to maintain such
coverage and pay all premiums thereunder to the fullest extent permitted by the Companies Law. Under our amended compensation policy (as approved
by our shareholders at our 2021 annual general meeting), our D&O insurance is governed by the following guidelines:
i. an aggregate maximum D&O insurance coverage level of $160 million comprised of up to $100 million of ABC (general) D&O insurance coverage
and up to $60 million of Side A coverage, and
117
ii. the payment of premiums and deductibles under each of the Company’s D&O insurance policies (including D&O run-off and public offering
insurance) that are consistent with market terms, and that are not material to our company.
In addition, we have entered into agreements with each of our office holders undertaking to indemnify them to the fullest extent permitted by Israeli
law.
Directors’ Service Contracts
We are not presently party to any service contracts with any of our directors that provide for benefits upon termination of employment or other
service.
D. Employees
The number of our full-time equivalent employees, and the distribution of employees (i) geographically and (ii) within the divisions of our company,
in each case as of December 31, 2024, 2023 and 2022 are set forth in the two tables below.
Region
2024
2023
2022
Americas*
832
926
1,098
Israel
479
537
531
Europe
335
371
302
Asia Pacific
133
146
131
Total
1,779
1,980
2,062
Number of full-time equivalent employees
Division
2024
2023
2022
Operations and support
576
607
620
Research and development
332
393
360
Customer service
256
281
241
Sales and marketing
313
353
495
General and administrative
302
346
346
Total
1,779
1,980
2,062
* Includes employees in Latin America.
During the years covered by the above tables, we did not employ a significant number of temporary employees.
The size of our workforce decreased in 2024 compared to 2023. The main reason for the decrease was the implementation of our strategic
restructuring plan in the third and fourth quarters of 2024, which included a downsizing of our workforce by approximately 15% (when including
elimination of open positions for planned hires). The decrease related to the restructuring was implemented across all regions and divisions. The
workforce reduction with respect to our operations and customer service staff was less, however, than in respect of our Research and Development
personnel, in order to minimize the impact of the restructuring on our ability to execute upon our strategy. Geographically, the distribution of our
employees in 2024 among the various regions of our operations remained proportionate to what it had been in 2023, which derives from the absence of
any major acquisitions or divestitures by our company in 2024 that would have altered that distribution.
118
The size of our workforce decreased slightly in 2023 compared to 2022. The main reason for the decrease was the divestiture of part of our SDM
division. The number of our operations and support employees decreased as a result of that divestiture, whereas our research and development, and
customer service staff increased slightly, mainly due to the acquisition of two companies. Geographically, the distribution of our employees in 2023
continued the trend of the previous two years in partly shifting from the Americas (due to the divestiture of part of SDM) towards Israel and Europe,
which increased mainly due to our acquisitions and due to our hiring in the United Kingdom, Italy, and towards Asia Pacific, mainly due to our
acquisition of Covestro and our hiring of software personnel in India.
While Stratasys and its subsidiaries are not a party to any company-specific collective bargaining agreements, in certain jurisdictions we are bound by
general sectorial collective bargaining agreements. In Israel certain provisions of the collective bargaining agreements between the Histadrut (General
Federation of Labor in Israel) and the Coordination Bureau of Economic Organizations (including the Industrialists’ Associations) are applicable to our
Israeli employees by order of the Israel Ministry of Labor. These provisions primarily concern the length of the workday, commuting expenses,
convalescence pay, and pension fund benefits for all employees. We generally provide our employees with benefits and working conditions beyond the
required minimums.
We have never experienced any employment-related work stoppages. We believe that our relationship with our employees is good.
The employees of our subsidiaries are subject to local labor laws and regulations that vary from country to country.
E. Share Ownership.
The following table lists, as of February 14, 2025, the number of our ordinary shares owned, and stock options and restricted share units (RSUs) held,
by each of the directors and members of our senior management:
Shares of Stratasys
Stratasys stock options and RSUs
Number held
All of our shares (including shares held by directors and members of senior management) have identical voting rights.
For a description of our equity incentive plans, please see “Share Option and Share Incentive Plans” in this Item below. All options and RSUs
granted under such plans have been granted without payment of any cash consideration therefore by the grantees thereof.
In accordance with Rule 13d-3 under the Exchange Act, the number of shares and the percentages shown for individual directors and officers
include any ordinary shares underlying stock options and RSUs held by any such person that vest within 60 days of February 14, 2025 and that are also
reflected in the column titled “Stratasys stock options and RSUs-Number held - Already vested or vesting within 60 days.” Further in keeping with such
Rule 13d-3, the computation of percentage ownership is based upon 71,782,510 ordinary shares outstanding (which excludes 266,018 Treasury shares)
at February 14, 2025, plus such number of ordinary shares as such person (but not any other person) had the right to receive upon the exercise or
settlement of vested stock options or RSUs (as applicable) within 60 days thereof.
1
2
3
1
2
3
119
Name
Number of shares
beneficially owned
Percent of outstanding
shares beneficially
owned
Already vested
or vesting within
60 days
Not vesting
within 60 days
Exercise price per
Share (for options)
Expiration Date (for
options)
Dov Ofer
152,455
*
10,000
—
$23.41
July 18, 2027
Chairman of the Board
10,000
—
$21.82
September 13, 2028
37,500
—
$22.28
April 10, 2028
10,000
—
$20.53
December 31, 2029
10,000
—
$19.61
November 30, 2030
4,745
—
$25.03
November 23, 2031
11,326
—
$6.18
December 26, 2032
6,829
—
$10.25
August 8, 2033
8,591
4,292
$9.32
November 7, 2034
4,666
2,334
0
$—
November 7, 2034
S. Scott Crump
515,023
*
100,000
—
$19.96
April 6, 2027
Director
4,745
—
$25.03
November 23, 2031
7,370
—
$9.50
September 15, 2032
6829
0
$10.25
August 8, 2033
4,297
8,586
$9.32
November 7, 2034
2,333
4,667
$—
November 7, 2034
Intentionally omitted.
Each stock option is exercisable for one ordinary share, and each RSU represents the right to receive one ordinary share.
Consists of (i) 4,520 ordinary shares that have been issued to Mr. Ofer following the vesting and settlement of RSUs since January 1, 2024, (ii)
29,844 ordinary shares that were issued to Mr. Ofer following the vesting and settlement of RSUs prior to January 1, 2024, (iii) 1,750 additional ordinary
shares underlying RSUs that will vest and may be settled within 60 days of February 14, 2025, (iv) 108,991 ordinary shares issuable to Mr. Ofer upon
the exercise of options granted to him that have vested or will vest within 60 days of February 14, 2025, and (v) 7,350 ordinary shares purchased in an
open market transaction.
Consists of (i) 200,679 ordinary shares held by Mr. Crump, (ii) 176,294 ordinary shares owned of record by Mr. Crump’s wife, (iii) 3,791 ordinary
shares that have been issued to Mr. Crump following the vesting and settlement of RSUs since January 1, 2024, (iv) 9,267 ordinary shares that were
issued to Mr. Crump following the vesting and settlement of RSUs prior to January 1, 2024, (v) 1,750 additional ordinary shares underlying RSUs that
will vest and may be settled within 60 days of February 14, 2025, and (vi) 123,241 ordinary shares issuable to Mr. Crump upon the exercise of options
granted to him that have vested or will vest within 60 days of February 14, 2025.
4
5
6
7
4
5
6
7
120
John J. McEleney
98,050
*
10,000
—
$21.44
June 4, 2026
Director
10,000
—
$23.41
July 18, 2027
10,000
—
$19.59
September 13, 2028
10,000
—
$20.53
December 31, 2029
10,000
—
$19.61
November 30, 2030
4,745
—
$25.03
November 23, 2031
7,370
—
$9.50
September 15, 2032
6,829
—
$10.25
August 8, 2033
4,297
8,586
$9.32
November 7, 2034
2,333
4,667
$—
November 7, 2034
Aris Kekedjian
24,882
*
12,179
$5.75
November 16, 2033
Director
4,297
8,586
$—
November 7, 2034
2,333
4,667
November 7, 2034
David Reis
116,762
*
37,500
—
$22.28
October 4, 2028
Director
10,000
—
$19.61
November 30, 2030
4,745
—
$25.03
November 23, 2031
11,326
—
$6.18
December 26, 2032
6,829
—
$10.25
August 8, 2033
9,664
3,219
$9.32
November 7, 2034
5,250
1,750
$—
November 7, 2034
Consists of (i) 3,208 ordinary shares that have been issued to Mr. McEleney following the vesting and settlement of RSUs since January 1, 2024, (ii)
9,268 ordinary shares that were issued to Mr. McEleney following the vesting and settlement of RSUs prior to January 1, 2024, (iii) 2,333 additional
ordinary shares underlying RSUs that will vest and may be settled within 60 days of February 14, 2025,(iv) 73,241 ordinary shares issuable to Mr.
McEleney upon the exercise of options granted to him that have vested or will vest within 60 days of February 14, 2025, and (v) 10,000 ordinary shares
purchased in an open market transaction.
Consists of (i) 4,632 ordinary shares that have been issued to Mr. Kekedjian following the vesting and settlement of RSUs since January 1, 2024, (ii)
2,024 ordinary shares that were issued to Mr. Kekedjian following the vesting and settlement of RSUs prior to January 1, 2024, (iii) 1,750 additional
ordinary shares underlying RSUs that will vest and may be settled within 60 days of February 14, 2025, and (iv) 16,476 ordinary shares issuable to Mr.
Kekedjian upon the exercise of options granted to him that have vested or will vest within 60 days of February 14, 2025.
Consists of (i) 4703 ordinary shares that have been issued to Mr. Reis following the vesting and settlement of RSUs since January 1, 2024, (ii)
30,245 ordinary shares that were issued to Mr. Reis following the vesting and settlement of RSUs prior to January 1, 2024, (iv) 1,750 ordinary shares
underlying RSUs that have vested and may be settled within 60 days of February 14, 2025, and (iv) 80,064 ordinary shares issuable to Mr. Reis upon the
exercise of options granted to him that have vested or will vest within 60 days of February 14, 2025.
8
9
10
8
9
10
121
Yair Seroussi
89,105
*
10,000
—
$23.41
July 18, 2027
Director
10,000
—
$21.82
September 13, 2028
10,000
—
$20.53
December 31, 2029
10,000
—
$19.61
November 30, 2030
4,745
—
$25.03
November 23, 2031
11,326
—
$6.18
December 26, 2032
6,829
—
$10.25
August 8, 2033
8,591
4,292
$9.32
November 7, 2034
4,666
2,334
$—
November 7, 2034
Adina Shorr
118,067
*
10,000
—
$22.47
October 13, 2028
Director
10,000
—
$20.53
December 31, 2029
10,000
—
$19.61
November 30, 2030
4,745
—
$25.03
November 23, 2031
11,326
—
$6.18
December 26, 2032
9,666
3,217
$9.32
November 7, 2034
6,829
—
$10.25
August 8, 2033
4,083
1,751
$—
November 7, 2034
Yoav Zeif
159,504
*
—
150,000
$16.41
February 18, 2030
Chief Executive Officer
and Director
—
150,000
$16.41
February 18, 2030
24,948
8,316
$—
February 22, 2032
9,167
$—
March 1, 2033
18,333
18,334
$—
March 1, 2033
9,167
$—
December 21, 2033
11,457
25,210
$—
December 21, 2033
Consists of (i) 4,520 ordinary shares that have been issued to Mr. Seroussi following the vesting and settlement of RSUs since January 1, 2024, (ii)
11,344 ordinary shares that were issued to Mr. Seroussi following the vesting and settlement of RSUs prior to January 1, 2024, (iii) 1,750 additional
ordinary shares underlying RSUs that will vest and may be settled within 60 days of February 14, 2025, and (iv) 71,491 ordinary shares issuable to Mr.
Seroussi upon the exercise of options granted to him that have vested or will vest within 60 days of February 14, 2025.
Consists of (i) 33,470 ordinary shares held by Ms. Shorr, (ii) 3,755 ordinary shares that have been issued to Ms. Shorr following the vesting and
settlement of RSUs since January 1, 2024, (iii) 10,943 ordinary shares that were issued to Ms. Shorr following the vesting and settlement of RSUs prior
to January 1, 2024, (iv) 2,333 additional ordinary shares underlying RSUs that will vest and may be settled within 60 days of February 14, 2025, and (v)
62,566 ordinary shares issuable to Ms. Shorr upon the exercise of options granted to her that have vested or will vest within 60 days of February 14,
2025, and (vi) 5,000 ordinary shares purchased in an open market transaction.
Consists of (i) 7,766 ordinary shares held by Mr. Zeif, (ii) 54,553 ordinary shares that have been issued to Mr. Zeif following the vesting and
settlement of RSUs since January 1, 2024, (iii) 76,403 ordinary shares that were issued to Mr. Zeif, following the vesting and settlement of RSUs prior to
January 1, 2024, (iv) 20,782 additional ordinary shares underlying RSUs that will vest and may be settled within 60 days of February 14, 2025 and (iii)
2,304 ordinary shares purchased by Mr. Zeif pursuant to our Employee Share Purchase Plan.
11
12
13
11
12
13
122
36,667
$—
December 19, 2034
Eitan Zamir
*
*
*Chief Financial Officer
* Constitutes less than 1% of our outstanding shares.
Share Option and Share Incentive Plans
On September 16, 2022, our existing 2012 Omnibus Equity Incentive Plan, or the 2012 Plan, which became effective at the effective time of the
Stratasys, Inc.- Objet Ltd. merger in December 2012, expired. In order to enable our Company to continue to provide share-based long-term incentive
compensation after the expiration of the 2012 Plan, our compensation committee and our Board each approved our 2022 Share Incentive Plan, or the
2022 Plan, which our shareholders approved at our annual general meeting held on September 15, 2022. Outstanding awards under the 2012 Plan will
continue to be subject to the terms of the 2012 Plan, notwithstanding the expiration of that plan.
The following sets forth certain information with respect to our current stock option and share incentive plans. The following descriptions are only a
summary of each plan and each is qualified in its entirety by reference to the full text of the respective plans, which serve as exhibits to this annual
report.
Upon the expiration of each of our stock option and share incentive plans, no further grants may be made thereunder, although any existing awards
will continue in full force in accordance with the terms under which they were granted.
2012 Omnibus Equity Incentive Plan
For a description of our 2012 Plan, please see “Item 6. Directors, Senior Management & Employees-E. Share Ownership- Stock Option and Share
Incentive Plans- 2012 Omnibus Equity Incentive Plan” in our annual report on Form 20-F for the year ended December 31, 2021, which we filed with
the SEC on February 24, 2022.
2022 Share Incentive Plan
Under the 2022 Plan, we may grant equity-based incentive awards to attract, motivate and retain the talent for which we compete. Following the
adoption of the 2022 Plan, we will no longer grant any awards under the 2012 Plan, though previously granted awards under the 2012 Plan will remain
outstanding and will still be governed by the terms of the 2012 Plan.
Authorized Shares. Upon its effectiveness, the 2022 Plan had a total of 1,574,000 ordinary shares reserved and initially available for issuance,
consisting of 1,296,494 newly authorized shares and 277,506 shares that were rolled over from the 2012 Plan, which were already approved for issuance
by our shareholders at previous annual general meetings (which shares were unused under the 2012 Plan as of its expiration on September 16, 2022).
Out of that initial pool of shares, the number of ordinary shares that may be issued upon the exercise of incentive stock options (within the meaning of
Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)) (“Incentive Stock Options”) is capped at 1,574,000. Since the
effectiveness of the 2022 Plan (through December 31, 2024), an additional 2,374,292 ordinary shares, in the aggregate, have been added by our board of
directors to the pool of shares available for future issuances under the plan (in addition to shares that have rolled over or may roll over from the 2012
Plan (as described in the next paragraph).
Because Mr. Zamir beneficially owns less than 1% of our outstanding ordinary shares and his beneficial ownership has not previously been
disclosed to our shareholders or otherwise made public, it is being omitted from this annual report pursuant to an allowance provided by the SEC’s Form
20-F.
14
14
123
In addition to the foregoing 1,574,000 ordinary shares initially available under, and 2,374,292 aggregate additional ordinary shares (through
December 31, 2024) added to, the pool of shares under the 2022 Plan, up to 5,432,789 ordinary shares (as of the effectiveness of the 2022 Plan) that
underlay outstanding awards under the 2012 Plan (and which were also already approved for issuance under the 2012 Plan by our shareholders at
previous annual general meetings), may, (i) if the related award expires or is canceled, terminated, forfeited, repurchased or settled in cash in lieu of
issuance of shares, for any reason, without having been exercised, or (ii) if permitted by us, if are tendered to pay (x) the exercise price of an award or (y)
withholding tax obligations, will, in any such case, become available for issuance under the 2022 Plan.
Similarly, ordinary shares from among the initial 1,574,000 shares reserved under the 2022 Plan that have become subject to an award and are
ultimately not issued (for any of the foregoing reasons) will become available once again under the 2022 Plan.
In keeping with the recommendation of institutional shareholder and proxy advisory groups, the 2022 Plan does not contain an “evergreen” provision
that provides for an automatic annual increase in the number of ordinary shares available under the plan.
Administration. A duly authorized committee of our Board (which, based on prior authorization by our Board, is our compensation committee), or, in
the absence of any such committee, the Board itself, will administer the 2022 Plan. Under the 2022 Plan, the administrator has the authority, subject to
applicable law, to interpret the terms of the 2022 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine
and amend the terms of awards and take all actions and make all other determinations necessary for the administration of the 2022 Plan.
Eligibility. The 2022 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of
the Israeli Tax Ordinance (the “Ordinance”) and Section 3(i) of the Ordinance, and, for awards granted to our United States employees or service
providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Code and Section 409A of the Code.
Awards. The 2022 Plan provides for the grant of share options (including Incentive Stock Options and nonqualified stock options), ordinary shares,
restricted shares, restricted share units and other share-based awards to employees, directors, officers, consultants, advisors and any other persons or
entities who provides services to the company or any parent, subsidiary or affiliate thereof, subject to the terms and conditions of the 2022 Plan. Options
granted under the 2022 Plan to our employees who are U.S. residents may qualify as Incentive Stock Options, or may be non-qualified stock options.
Grant and Exercise. All awards granted pursuant to the 2022 Plan will be evidenced by an award agreement in a form approved, from time to time, by
the administrator in its sole discretion. Unless otherwise determined by the administrator and stated in the award agreement, and subject to the conditions
of the 2022 Plan, awards vest and become exercisable under the following schedule: 25% of the shares covered by the award, on the first anniversary of
the vesting commencement date determined by the administrator (and in the absence of such determination, the date on which such award was granted),
and 6.25% of the shares covered by the award at the end of each subsequent three-month period thereafter over the course of the following three years;
provided that the grantee remains continuously as an employee or provides services to the Company throughout such vesting dates. The exercise period
of an award will be ten years from the date of grant of the award, unless otherwise determined by the administrator and stated in the award agreement.
Termination of Employment. In the event of termination of a grantee’s employment or service with the Company or any of its affiliates (including by
reason of death, disability or retirement), different rules apply as to the length of time during which all vested and exercisable awards held by such
grantee as of
124
the date of termination may be exercised after such date of termination. In the case of termination due to death during employment or service for the
Company or any of its affiliates, or within the three month period (or such longer period of time as determined by the Board, in its discretion) after the
date of termination, any outstanding awards shall automatically vest (to the extent not yet vested).
Any awards which are unvested as of the date of such termination (other than in the case of death, as described above) or which are vested but not
then exercised within the applicable period following such date, will terminate and the shares covered by such awards shall again be available for
issuance under the 2022 Plan.
Notwithstanding any of the foregoing, if a grantee’s employment or services with us or any of our affiliates is terminated for “cause” (as defined in
the 2022 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares
covered by such awards shall again be available for issuance under the 2022 Plan. In the case of termination for cause, any shares issued upon exercise
or (if applicable) vesting of awards, shall be deemed to be irrevocably offered for sale to us.
Adjustments due to Transactions. The 2022 Plan provides for appropriate adjustments to be made to the plan and to outstanding awards under the plan
in the event of a share split, reverse share split, share dividend, distribution, recapitalization, combination, reclassification of our shares, consolidation,
reorganization, extraordinary cash dividend or other similar occurrences.
In the event of a sale of all, or substantially all, of our ordinary shares or assets, a merger, consolidation amalgamation or similar transaction, or
certain changes in the composition of the board of directors, or liquidation or dissolution, or such other transaction or circumstances that the Board
determines to be a relevant transaction, then without the consent of the grantee, the administrator may make any determination as to the treatment of
outstanding awards.
Amendment and Termination. The Board may suspend, terminate, modify or amend the 2022 Plan at any time; provided that no termination or
amendment of the 2022 Plan shall affect any then outstanding award unless expressly provided by the board. Shareholder approval of any amendment to
the 2022 Plan will be obtained to the extent necessary to comply with applicable law. The administrator at any time and from time to time may modify or
amend any award theretofore granted under the 2022 Plan, including any award agreement, whether retroactively or prospectively.
Limitation on Option/Other Award Repricing. Consistent with our prior undertaking under the 2012 Plan to refrain from repricing options under that
plan (which we undertook prior to our 2018 annual general meeting of shareholders), the 2022 Plan, as well, generally does not allow us to reprice
options that we grant under the plan. In keeping with the recommendation of institutional shareholder and proxy advisory groups, however, the 2022 Plan
does allow us to cancel an existing award and replace it with another award (even with a lower exercise price) if the aggregate value of the new award (as
determined under the Black-Scholes methodology or other valuation methodology chosen by the compensation committee) does not exceed that of the
award being canceled, subject to the approval of our shareholders. That could be accomplished, for example, through the grant of a substitute award for a
lesser number of shares with a lower exercise price. Similarly, the exercise price per share of an existing award may be reduced by the compensation
committee by the amount of a dividend that we declare on our ordinary shares while the award is outstanding. That would enable a grantee to benefit
from a dividend that we declare and that all of our shareholders receive.
125
Employee Share Purchase Plan
Our Employee Share Purchase Plan, or ESPP, was approved by our shareholders at our 2021 annual general meeting of shareholders. The purpose of
the ESPP is to enable eligible employees of the Company and its subsidiaries to use payroll deductions to purchase our ordinary shares and thereby
acquire an ownership interest in the Company. The ESPP will be comprised of two distinct components: (1) the component intended to qualify for
favorable U.S. federal tax treatment under Section 423 of the U.S. Internal Revenue Code of 1986, as amended (the “Section 423 Component”), and (2)
the component not intended to be tax qualified under Section 423 of the Internal Revenue Code to facilitate participation for employees who are not
eligible to benefit from favorable U.S. federal tax treatment and, to the extent applicable, to provide flexibility to comply with non-U.S. law and other
considerations (the “Non Section 423 Component”).
The maximum aggregate number of ordinary shares that may be purchased initially under the ESPP will be 5,200,000 shares (the “ESPP Share
Pool”), subject to adjustment as provided for in the ESPP. There is furthermore no “evergreen” provision our ESPP.
Administration. Unless otherwise determined by the Board, the ESPP will be administered by the compensation committee, which will have the
authority to interpret and determine eligibility under the plan, prescribe forms, rules and procedures relating to the plan, and otherwise do all things
necessary or appropriate to carry out the purposes of the plan.
Shares Subject to the ESPP. As noted above, the ESPP Share Pool initially consists of 5,200,000 ordinary shares, subject to adjustment, as described
below. Shares delivered upon exercise of purchase rights under the ESPP may be either shares of authorized but unissued share capital, treasury shares,
or ordinary shares acquired in an open-market transaction. In the event of certain changes in our outstanding ordinary shares, including changes by
reason of a share dividend, share split, reverse share split, split-up, recapitalization, merger, consolidation, reorganization, or other capital change, the
aggregate number and type of shares available for purchase under the ESPP, the number and type of shares granted or purchasable during an offering
period, and the purchase price per share under an outstanding purchase right shall be equitably adjusted as determined appropriate by the compensation
committee.
If any purchase right granted under the ESPP expires or terminates for any reason without having been exercised in full or ceases for any reason to be
exercisable in whole or in part, the unpurchased ordinary shares will again be available for purchase pursuant to offerings under the ESPP.
Eligibility. Participation in the Section 423 Component may be limited in the terms of any offering to employees of the Company and any of its
designated subsidiaries (a) who customarily work 20 hours or more per week, (b) whose customary employment is for more than five months per
calendar year, and (c) who satisfy the procedural enrollment and other requirements set forth in the ESPP. Under the Section 423 Component, designated
subsidiaries include any subsidiary (within the meaning of Section 424(f) of the Internal Revenue Code (sometimes referred to as the “Code”) of the
Company that has been designated by our Board or the compensation committee as eligible to participate in the plan (and if an entity does not so qualify
within the meaning of Section 424(f) of the Code, it shall automatically be deemed to be a designated subsidiary in the Non-Section 423 Component). In
addition, with respect to the Non-Section 423 Component, designated subsidiaries may include any corporate or non- corporate entity in which the
Company has a direct or indirect equity interest or significant business relationship. Under the Section 423 Component, no employee may be granted a
purchase right if, immediately after the purchase right is granted, the employee would own (or, under applicable statutory attribution rules, would be
deemed to own) shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or any of its
subsidiaries. In addition, in order to facilitate participation in the ESPP, the compensation committee may provide for such special terms applicable to
participants
126
who are citizens or residents of a non-U.S. jurisdiction, or who are employed by a designated subsidiary outside of the United States, as the
compensation committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Further to that
allowance, we have filed an application with the Israeli Tax Authority for favorable treatment under Section 102 of the Israeli Tax Ordinance for shares
purchased under the ESPP by employees who are Israeli residents. Except as permitted by Section 423 of the Code, with respect to the Section 423
Component, such special terms may not be more favorable than the terms of rights granted under the Section 423 Component to eligible employees who
are residents of the United States.
General Terms of Participation.
•
Offering Periods. The ESPP allows eligible employees to purchase ordinary shares during certain offering periods, which may extend to up to 27
months. Our Board has approved an initial offering period of six months. Each offering period may be comprised of multiple purchase periods, all
as may be determined by the compensation committee. The terms and conditions applicable to each offering period shall be set forth in an
“Offering Document” adopted by the compensation committee, containing such terms and conditions as the compensation committee deems
appropriate. The provisions of separate offerings or offering periods under the ESPP need not be identical.
•
Method of Participation. Shares will be purchased under the ESPP on the last day of each purchase period, each a purchase date, using
accumulated payroll deductions, unless the compensation committee provides otherwise with respect to the employees of a designated subsidiary
in a manner consistent with Section 423 of the Code. In order to participate in the ESPP, an eligible employee must complete and submit to the
administrator of the ESPP a payroll deduction and participant authorization form in accordance with procedures and prior to the deadlines
prescribed by the administrator of the ESPP. Participation will be effective as of the first day of an offering period.
Participants may elect payroll deductions of up to 15% of the participant’s total eligible earnings per payroll period within an offering period.
A participant may increase or decrease the percentage of compensation designated in his or her subscription agreement, or may suspend his or her
payroll deductions, at any time during an offering period. However, the compensation committee may limit the number of changes a participant
may make to his or her payroll deduction elections during each offering period (and in the absence of any specific designation by the compensation
committee, a participant shall be allowed to decrease (but not increase) his or her payroll deduction elections one time during each offering
period). A participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used to exercise his
or her rights under the ESPP at any time by giving written notice to the Company in such form and timing acceptable to the Company. Upon
withdrawal, any amount withheld from a participant’s compensation will be returned to the participant, without interest, as soon as
administratively practicable.
127
•
Grant and Exercise of Purchase Rights. On the first day of each offering period, each participant automatically will be granted a right to purchase
ordinary shares on the last day of each purchase period, subject to the limitations set forth in the ESPP. On the last day of each purchase period,
the payroll deductions accumulated by each participant during such purchase period will be applied automatically to the purchase of ordinary
shares at the purchase price in effect for that purchase period. However, no participant may, on any purchase date, purchase more than such
number of ordinary shares as the compensation committee may prescribe. In addition, no participant will be granted a purchase right under the
Section 423 Component that would permit the participant’s right to purchase ordinary shares to accrue at a rate that exceeds $25,000 in fair market
value for each calendar year, determined in accordance with Section 423 of the Internal Revenue Code.
•
Purchase Price. The purchase price per share of our ordinary shares applicable to purchases during each purchase period under the ESPP will be
eighty-five percent (85%) (or such greater percentage as the compensation committee may designate) of the lower of (i) the fair market value per
share of our ordinary shares on the first day of the offering period or (ii) the fair market value per share of our ordinary shares on the last date of
the purchase period.
•
Termination of Purchase Rights. Upon the termination of a participant’s employment with the Company or a designated subsidiary, or in the event
the participant otherwise ceases to qualify as an eligible employee, any purchase right then held by the participant will be canceled. Payroll
deductions accumulated by the participant during the offering period in which such purchase right terminates will be returned to the participant (or
his or her designated beneficiary or legal representative), without interest, as soon as practicable thereafter, and the participant will have no further
rights under the ESPP.
•
Shareholder Rights. No participant will have any shareholder rights with respect to the ordinary shares covered by his or her purchase right until
the shares are actually purchased on the participant’s behalf. No adjustment will be made for dividends, distributions or other rights for which the
record date is prior to the date of such purchase.
•
Transferability. Purchase rights granted to participants under the ESPP are not assignable or transferable, other than by will, or the applicable laws
of descent and distribution, and may be exercised only by the participant during his or her lifetime.
•
Amendment and Termination of the ESPP. Our Board has the right to amend the ESPP to any extent and in any manner it may deem advisable,
provided approval of the Company’s shareholders shall be required to amend the ESPP to increase the aggregate number, or change the type, of
shares that may be sold pursuant to rights under the ESPP (other than a permitted adjustments with respect to changes in the Company’s
capitalization) or to change the corporations or classes of corporations whose employees may be granted rights under the ESPP.
Our Board also has the right at any time to terminate the ESPP. In connection with such a termination or suspension, each participant’s
accumulated payroll deductions will be returned to the participant without interest, or the offering period may be shortened so that the purchase of
shares occurs prior to the termination of the ESPP.
128
•
Sub-Plans. The compensation committee may adopt sub-plans applicable to particular designated subsidiaries or locations, which sub-plans may
be designed to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of the
ESPP, other than with respect to the number of shares available for issuance under the ESPP, but unless otherwise superseded by the terms of such
sub-plan, the provisions of the ESPP shall govern the operation of such sub-plan.
•
Effective Date and Term. The ESPP became effective in November 2021, upon approval by our 2021 annual general meeting of shareholders. No
purchase rights will be granted under the ESPP after the earliest to occur of the date on which all shares available for issuance under the ESPP
have been issued or the termination of the ESPP by our company.
•
Corporate Transactions. In the event of certain transactions or events such as a consolidation, merger or similar transaction, a sale or transfer of all
or substantially all of the Company’s assets, or a dissolution or liquidation of the Company, the compensation committee may, in its discretion,
provide that each outstanding purchase right will be assumed or substituted for a right granted by the acquirer or successor corporation or by a
parent or subsidiary of such entity, will be cashed out, will be cancelled with accumulated payroll deductions returned to each participant, or that
the offering period will end before the date of the proposed sale, merger or similar transaction.
•
New Plan Benefits. Benefits and purchases of ordinary shares under the ESPP depend on elections made by employees and the fair market value of
our ordinary shares on dates in the future. As a result, it is not possible to determine the benefits that will be received by executive officers and
other employees in the future under the ESPP. As described above, no employee may purchase shares under the Section 423 Component at a rate
that exceeds $25,000 in fair market value in any calendar year.
The following table presents certain share data information for the above-described share incentive and employee share purchase plans as at
December 31, 2024:
Plan
Total Ordinary Shares
Reserved for
Grant/Purchase
Aggregate Number of
Awards Granted/Purchased
out of Reserved, Net of
Cancellations
Shares Available for
Future Grants/Purchases
Aggregate Number of
Awards/Shares
Outstanding
Weighted Average
Exercise Price of
Outstanding Options
2012 Plan
10,000,000
8,094,126
1,905,874
1,563,472 $
20.70
2022 Plan
3,670,786
4,659,181
(988,395)
3,566,687 $
11.90
Employee Share Purchase Plan
5,200,000
1,574,022
3,625,978
318,482
F. Disclosure of a registrant’s action to recover erroneously awarded compensation.
We did not have any accounting restatement during the fiscal year ended December 31, 2024, whether requiring or not requiring the recovery of
erroneously awarded compensation under our Clawback Policy. There was furthermore no outstanding balance as of December 31, 2024 of erroneously
awarded compensation to be recovered from the application of our Clawback Policy to any prior restatement. Our Clawback Policy is filed as Exhibit
97.1 to this Annual Report.
129
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
A. Major Shareholders
Ownership by Major Shareholders
The following table presents the beneficial ownership of our ordinary shares by each person who is known by us to be the beneficial owner of 5% or
more of our outstanding ordinary shares (to whom we refer as our major shareholders), based on the most recent beneficial ownership reports filed with
the SEC by such persons on or before February 14, 2025. The data presented is based on information provided to us, or disclosed in public filings with
the SEC, by the major shareholders.
Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares for which a person exercises sole or shared
voting or investment power, or for which a person has or shares the right to receive the economic benefit of ownership of the shares. To the extent
applicable, the table below also includes as beneficially owned by any major shareholder shares underlying options, warrants or other convertible
securities that are exercisable or convertible within 60 days after February 14, 2025. Shares issuable upon the exercise or conversion of such convertible
securities are deemed to be outstanding for the purpose of computing the ownership percentage of the person, entity or group holding such securities, but
are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person, entity or group. The ownership
percentages reflected below are based on 71,782,510 ordinary shares outstanding (which excludes 266,018 Treasury shares) as of February 14, 2025.
Except where otherwise indicated, and except pursuant to community property laws, we believe, based on information furnished by such owners, that
the beneficial owners of the shares listed below have sole investment and voting power with respect to, and the sole right to receive the economic benefit
of ownership of, such shares. The shareholders listed below do not have any different voting rights from any of our other shareholders. We know of no
arrangements that would, at a subsequent date, result in a change of control of our company.
130
Beneficial Owner
Ordinary Shares
Percentage Ownership
Nano Dimension Ltd.
9,695,115
13.5%
Rubric Capital Management LP
6,191,000
8.6%
Neuberger Berman Group LLC
4,483,493
6.2%
Phoenix Financial Ltd.
3,601,006
5.0%
Changes in Percentage Ownership by Major Shareholders
Nano Dimension Ltd. (“Nano”) filed its initial statement of beneficial ownership on Schedule 13G on July 18, 2022, disclosing an ownership of
8,049,186 ordinary shares, making it one of our major shareholders. Its holdings of our ordinary shares increased during 2023. As of its last amended
filing on Schedule 13D, filed on December 26, 2023, Nano owned 9,695,115 ordinary shares, constituting approximately 13.9% of our ordinary shares,
making it the largest shareholder of the Company. Nano has not reported any changes in its beneficial ownership since that time, but its percentage
ownership has dropped to 13.5% as of the end of 2024.
Represents shares beneficially owned as of December 23, 2023, as indicated in Amendment No. 12 to the statement of beneficial ownership on
Schedule 13D filed by Nano Dimension Ltd. with the SEC on December 26, 2023. As indicated in that statement, Nano Dimension Ltd. possesses sole
voting and investment power with respect to 9,695,015 of those ordinary shares beneficially owned by it.
Represents shares beneficially owned as of December 31, 2024, as indicated in to a report of institutional investment manager on Form 13F filed by
Rubric Capital Management LP (“Rubric Capital”) with the SEC on February 14, 2025. As indicated in that report and in reports of beneficial ownership
on Schedule 13G that it has filed, Rubric Capital possesses shared investment discretion and shared voting authority with David Rosen with respect to all
such ordinary shares. Rubric Capital serves as investment adviser to certain investment funds and/or accounts that hold the subject ordinary shares, while
David Rosen serves as Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.
Represents shares beneficially owned as of December 31, 2024, as indicated in a report of institutional investment manager on Form 13F filed by
Neuberger Berman Group LLC (“Neuberger Berman”) with the SEC on February 13, 2025. As indicated in that report, Neuberger Berman possesses:
sole investment discretion and sole voting authority with respect to 152,365 ordinary shares; shared investment discretion with respect to 4,331,128
ordinary shares, of which 3,538,499 are subject to its voting authority and 792,629 are not subject to its voting authority.
Represents shares beneficially owned as of December 31, 2024, as indicated in a report of institutional investment manager on Form 13F filed by
Phoenix Financial Ltd. with the SEC on February 13, 2025. As indicated in that reportand in reports of beneficial ownership on Schedule 13G that it has
filed, Phoenix Financial Ltd possesses shared investment discretion and shared voting authority with respect to all such 3,601,006 ordinary shares.
Various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd., including The Phoenix Investments House Ltd., beneficially
own the subject ordinary shares. Those subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or
various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the
subsidiaries operates under independent management and makes its own independent voting and investment decisions.
1
2
3
4
1
2
3
4
131
As of the end of 2022, a new significant shareholder, Phoenix Financial Ltd. (formerly Phoenix Holdings Ltd.), reported that together with its
subsidiaries, it had acquired a 5.9% ownership stake in the Company. During 2023 and 2024, its percentage ownership of our ordinary shares decreased
to 5.2% and 5.0%, respectively.
During 2022, the percentage ownership of our ordinary shares by our former largest shareholder, ARK Investment Management LLC (“ARK”),
decreased from 11.7% to 2.6%, whereby ARK was no longer a major shareholder.
During 2022, the percentage ownership of our ordinary shares by PRIMECAP Management Company, one of our former major shareholders,
decreased from 5.8% to 4.8%, whereby it was no longer a major shareholder.
In 2022, the percentage ownership of our ordinary shares by Sumitomo Mitsui Trust Holdings, Inc., another one of our former major shareholders,
decreased from 6.9% to 2.5%, whereby it was no longer a major shareholder.
During 2023, and 2024, several new major shareholders acquired ownership of over 5% of our ordinary shares, including Rubric Capital
Management, Neuberger Berman Group LLC, The Goldman Sachs Group, Inc., and Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi.
During 2024, the percentage ownership of our ordinary shares by Rubric Capital Management increased from 6.1% to 8.6%.
During 2024, the percentage ownership of our ordinary shares by Neuberger Berman Group LLC increased from 5.6% to 6.2% and
During 2024, the percentage ownership of our ordinary shares by The Goldman Sachs Group, Inc. decreased to below 5.0% and it thereby ceased to
be a major shareholder of ours.
In 2024, Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi sold ordinary shares in the open market and reduced their holdings to 4.98%, thereby
ceasing to be a major shareholder of ours.
Record Holders
Based upon a review of the information provided to us by our transfer agent, as of February 14, 2025, there were 75 holders of record of our shares,
of which 51 record holders holding approximately 99.99% of our outstanding ordinary shares, had registered addresses in the United States. These
numbers are not representative of the number of beneficial holders of our shares nor is it representative of where such beneficial holders reside, since
many of these shares were held of record by brokers or other nominees. As of the said date, CEDE & Co, the nominee company of the Depository Trust
Company (with a registered address in the United States), held of record approximately 99.3% of our outstanding ordinary shares on behalf of hundreds
of firms of brokers and banks in the United States, who in turn held such shares on behalf of several thousand clients and customers.
132
Potential Change in Control Transactions
As of the date of this annual report, we are not aware of any arrangements the operation of which may at a subsequent date result in a change in
control of our company.
During 2023, we had been involved in, and were the subject of, various business combination transactions that would have been potentially
transformative to the additive manufacturing industry and could have resulted in a change of control of our company (see “Item 7. Major Shareholders
and Related Party Transactions—A. Major shareholders-- Potential Change in Control Transactions” in our annual report for the year ended December
31, 2023 for a description of those potential transactions). However, none of such transactions was completed (for various reasons), and we then initiated
a whole-scale, comprehensive analysis of our strategic options during the fourth quarter of 2023. That strategic analysis was carried out until our
announcement of our financial results for the second quarter of 2024 in late August 2024, and resulted in our adoption of a strategic restructuring plan
which is intended to strengthen our company as a stand-alone entity. Our restructuring plan is described under “Item 5. Operating and Financial Review
and Prospects— A. Operating Results— Recent Developments—Strategic Restructuring Plan” above.
B. Related Party Transactions.
Except as described below or elsewhere in this annual report, since January 1, 2024, we have had no transaction or loan, nor do we have any presently
proposed transaction or loan, involving any related party described in Item 7.B of Form 20-F promulgated by the SEC.
Indemnification Agreements
Our amended articles permit us to exculpate, indemnify and insure each of our directors and office holders to the fullest extent permitted by the
Companies Law. Effective upon the effective time of the Stratasys, Inc.- Objet Ltd. merger, we entered into indemnification agreements with each of our
then-current directors and other office holders, under which we undertook to indemnify them to the fullest extent permitted by Israeli law, including with
respect to liabilities resulting from the merger to the extent that these liabilities are not covered by insurance. We have entered into similar
indemnification agreements with all directors and other office holders who have served as such since the Stratasys, Inc.- Objet Ltd. merger. We also put
into place Directors and Officers liability insurance for each of our directors and other office holders upon the effectiveness of the Stratasys, Inc.-Objet
Ltd. merger, and have renewed that policy as necessary to maintain continuous coverage since the merger.
Employment and Consulting Agreements with Directors and Executive Officers
Employment agreement with our Chief Executive Officer
In conjunction with his appointment as our chief executive officer, or CEO, Yoav Zeif is party to an employment agreement with us, effective as of
February 18, 2020. Under the agreement, Mr. Zeif serves as our full-time CEO for an indefinite period (subject to the termination provisions referenced
further below) and receives, in respect thereof, a monthly salary of NIS 175,000 (approximately $47,300, based on the current NIS-dollar exchange
ratio). Mr. Zeif may be entitled to an annual cash bonus within a range of 50% to 150% of his annual base salary, as to be determined by our board of
directors (following requisite approval from the compensation committee thereof) based on achievement of company-related goals (and subject to the
achievement of threshold level goals for the receipt of a minimum bonus).
In addition to cash compensation, Mr. Zeif receives annual grants of RSUs. For his initial year of employment, he received RSUs that were equal in
value to $800,000 (subject to a cap of 55,000 RSUs). In subsequent years, Mr. Zeif is entitled to grants of RSUs equal in value to $1.2 million or
$800,000,
133
depending on whether the average closing Stratasys share price for the 30-day period prior to the grant date is $20 or above, or below $20, respectively,
and in the latter case, the number of RSUs to be granted to Mr. Zeif will be capped at 55,000. The RSUs that are granted for any such year (whether
initial or subsequent) is subject to a four-year vesting schedule (commencing on the one-year anniversary of the relevant grant date, followed by 12 equal
quarterly vesting periods thereafter). The vesting of the remaining one- third of the RSUs granted in any such year is conditioned on the satisfaction of
performance-based metrics that will be determined by our board of directors and that will cover not more than four calendar years.The time-based
vesting RSUs granted annually that are not yet vested will be subject to accelerated vesting in the event that Mr. Zeif’s employment is terminated or he
resigns for good reason in connection with, or within 12 months following, a change of control transaction (which includes a change in a majority of our
then-incumbent board members, unless that change is approved by a majority of the then-incumbent board members).
Besides annual equity compensation, Mr. Zeif received, within the first 14 days of his employment, a one-time, special upside grant of options to
purchase 300,000 ordinary shares, with an exercise price that will equal the average of the Stratasys closing share price for the 30 days following his
commencement of employment. These special upside options will vest and become exercisable in two groups of 150,000 options each, in accordance
with the schedule described in the following sentence, if the average closing Stratasys share price reaches two respective levels— $10 or $20 above the
30-day average closing price prior to his commencement of employment— for a consecutive six-month period following the commencement of his
employment. If and when the relevant closing price level is met for the requisite consecutive six-month period, the relevant 150,000 options will vest in
equal installments of 18,750 each over the next eight consecutive quarters, assuming continued employment. Any options granted pursuant to the special
upside grant that are not yet vested will be subject to accelerated vesting in the event that Mr. Zeif’s employment is terminated or he resigns for good
reason in connection with, or within 12 months following, a change of control transaction (including a change in a majority of our then-incumbent board
members, unless that change is approved by a majority of the then-incumbent board members) for which the value of our company (or our assets, if
applicable) reflected in the transaction as of its closing date exceeds the respective price level that initially triggers vesting.
Under the employment agreement, Mr. Zeif is entitled to customary additional benefits, including a pension arrangement, disability insurance and
severance pay contributions by us, study fund contributions by us, use of a car, annual vacation, sick leave and reimbursement for business-related,
reasonably-necessary travel, lodging and related expenses. In the event of termination of Mr. Zeif’s employment by our company (other than for cause,
or due to Mr. Zeif’s violation of his below-described undertakings) or by Mr. Zeif for good reason, Mr. Zeif will be entitled to an “adjustment” payment
equal to six months’ base salary, in addition to a three-month (in the first year of employment) or six-month (at any time thereafter) notice period (other
than in a case of termination for cause, when that notice is not required).
In connection with his execution of the employment agreement, Mr. Zeif agreed to certain customary undertakings in favor of our company that cover
confidentiality, non-competition, non-solicitation and assignment of inventions.
In order to induce Mr. Zeif to accept our employment offer and in connection with his relocation from the United States to the our principal executive
offices in Israel related to his hiring, we paid him a signing/relocation bonus of $300,000, of which $100,000 was to be repayable if his employment was
to be terminated by us for cause or if he were to resign other than for good reason during his first 12 months of employment (which did not occur).
134
Employment agreement with our Chief Financial Officer
In conjunction with his appointment as our chief financial officer, or CFO, effective as of March 1, 2022, Eitan Zamir is party to an employment
agreement with us. Under the agreement, Mr. Zamir serves as our full-time CFO for an indefinite period (subject to the termination provisions under the
agreement). The agreement provides for notice periods of varying duration for termination of the agreement by us or by Mr. Zamir, during which time he
will continue to receive base salary and benefits (except for the accrual of vacation days). The agreement also contain customary provisions regarding
non-competition, confidentiality of information and assignment of inventions. However, the enforceability of the non-competition provisions may be
limited under applicable law.
Based on the approval of our compensation committee and board of directors in 2023, Mr. Zamir is entitled to certain severance benefits in the event
he is terminated without cause, or he resigns for good reason, due to a potential change of control, or within 12 months (for purposes of unvested equity
acceleration and leased car payments) or 24 months (for all other cash severance benefits) following an actual change in control, of our company. For
purposes of his severance benefits, a change of control includes, among other things: (i) the then-current directors ceasing to constitute a majority of the
board where the new directors are not approved by a majority of the then-current board; and (ii) a merger as a result of which pre-merger shareholders of
our company own less than 55% of the combined company (that threshold is reduced to 50% if our CEO immediately prior to the merger is the CEO of
the combined company immediately after the merger). In such a termination or resignation scenario, Mr. Zamir’s severance benefits would consist of:
•
a noncompete payment equal to 12 months of base salary;
•
release of all amounts accumulated in pension, manager’s insurance, and/or provident fund;
•
prorated annual bonus (assuming criteria achieved at 120%) for year of termination and full annual bonus for prior completed year (assuming
criteria achieved at 100%) if not yet paid;
•
payment equal to 12 times his monthly leased car allowance; and
•
full accelerated vesting of all unvested equity awards (including performance RSUs, which would convert to ordinary RSUs based on the
assumption of achievement of performance goals at a level equal to the greater of (i) 100% or (ii) the actual performance level, subject to the
occurrence of an actual change in control).
Consistent with our current compensation policy, Mr. Zamir’s benefits due to a change in control would be capped, with respect to the aggregate value
of the unvested equity acceleration (measured based on grant date value) and the leased car payment, to the sum of (i) $1 million, plus (ii) his full
compensation for six months of employment.
C. Interests of Experts and Counsel.
Not required.
135
ITEM 8. FINANCIAL INFORMATION.
A. Consolidated Statements and Other Financial Information.
The consolidated financial statements and other financial information for our company required by the SEC are included in this annual report
beginning on page F-1.
Export Sales
The following table presents total export sales by Stratasys, Ltd for each of the fiscal years indicated (in thousands):
2024
2023
2022
Total Export Sales*
$230,573
$228,941
$226,767
as a percentage of Total Sales
40.3%
36.5%
34.8%
* Export sales, as presented, are defined as sales to customers located outside of North America and Israel (where our dual headquarters are located).
Legal Proceedings
We are a party to various legal proceedings incident to our business. Based upon the status of such cases, as determined with the advice of counsel, we
have recorded provisions in our financial statements for amounts (if any) judged to be both quantifiable and probable to be paid. Except for those matters
described below, there are no legal proceedings pending or threatened against us that we believe may have a significant effect on our financial condition,
profitability and cash flows.
Litigation with Nano Dimension regarding Stratasys’ Rights Plan and Nano Dimension’s tender offer
On April 25, 2023, we were named as a defendant in an action filed by Nano in the Tel-Aviv District Court in which Nano sought declaratory relief
declaring that our shareholder rights plan is both illegal and void, and also requested a court order enjoining us and our directors from intervening with,
or hindering in any way, a tender offer that Nano at the time intended to launch to acquire our ordinary shares.
On June 8, 2023, in our statement of defense, we rejected all of Nano’s claims, stating, among other things, that there was a substantial change of
circumstance since Nano’s action was filed due to Stratasys’ entry into the merger agreement with Desktop Metal on May 25, 2023 and the launch of
Nano’s tender offer on May 25, 2023. We argued that our rights plan is legal under Israeli law, and that due to the many flaws and unlawful conditions
of Nano’s tender offer and Nano’s conduct and circumstances, our board was obligated to get involved and protect us and our shareholders. We also
submitted a counterclaim to the court, seeking an order restraining Nano from completing its tender offer until certain conditions were to be fulfilled.
On July 18, 2023, in the context of an interim procedural decision, the Israeli court took the opportunity to express its preliminary view on the
legality of shareholder rights plans for Israeli companies. The court indicated that it is inclined to view rights plans as permissible under Israeli law; that
the adoption of a rights plan by a board should be viewed “with suspicion”; and that the board would bear the burden of proving certain matters related
to the adoption of such a plan.
After Nano’s tender offer expired on July 31, 2023, the court decided that the litigation should be put on hold. On October 10, 2023, the court issued
an order instructing the parties to inform the court whether they consented to the dismissal of the claim and counter-claim, with no order for costs. On
November 15, 2023, Nano informed the court that it requested to resume the proceedings. On December 19, 2023, the court issued an order noting that,
from the parties’ written submissions, it was appropriate to isolate one question that requires determination: whether, under Israeli law, a company can
adopt a ‘poison pill’. The
136
court further noted that Nano should consider either amending its claim or withdrawing it and filing a new one. The court emphasized that no new
evidence would be allowed and that should Nano choose to proceed with the current action, the only question to be considered by the court was the
validity of the poison pill under Israeli law.
On July 1, 2024, following a request submitted by Nano, which was unopposed by the Company, the court dismissed Nano’s claim without prejudice
or cost.
Dividend Policy
We have never paid cash dividends on our ordinary shares and do not anticipate that we will pay any cash dividends on our ordinary shares in the
foreseeable future.
We intend to retain our earnings to finance the development of our business. Any future dividend policy will be determined by our board of directors
based upon conditions then existing, including our earnings, financial condition, tax position and capital requirements, as well as such economic and
other conditions as our board of directors may deem relevant. Pursuant to our articles of association, dividends may be declared by our board of
directors. Dividends must be paid out of our profits and other surplus funds, as defined in the Companies Law, as of the end of the most recent year or as
accrued over a period of the most recent two years, whichever amount is greater, provided that there is no reasonable concern that payment of a dividend
will prevent us from satisfying our existing and foreseeable obligations as they become due. In addition, because we have received certain benefits under
Israeli law relating to Approved Enterprises and Beneficiary Enterprises, our payment of dividends (out of tax- exempt income) may subject us to certain
Israeli taxes to which we would not otherwise be subject. Please see the risk factors captioned “We do not anticipate paying any cash dividends in the
foreseeable future. Therefore, if our share price does not appreciate, our shareholders may not recognize a return, and could potentially suffer a loss, on
their investment in our ordinary shares,” and “Even if we decide to pay dividends on our ordinary shares, we may be restricted from doing so or payment
of such dividends may have adverse consequences for our company” in Item 3.D “Risk Factors-Risks related to an investment in our ordinary shares”
above.
For a discussion of the applicable rates of withholding tax on dividends paid out of income derived from an Approved Enterprise or a Beneficiary
Enterprise, see “Israeli Tax Considerations and Government Programs - The Law for the Encouragement of Capital Investments” in Item 4.B above.
B. Significant Changes.
Other than as otherwise described in this annual report, no significant change has occurred in our operations since the date of our consolidated
financial statements included in this annual report.
ITEM 9. THE OFFER AND LISTING.
A. Listing Details and C. Market.
Since December 3, 2012 (the first trading day after the effective time of the Stratasys, Inc.- Objet Ltd. merger), our ordinary shares have traded (and,
prior to that time, Stratasys, Inc. common stock was traded) on the Nasdaq Global Select Market under the trading symbol “SSYS.”
Our ordinary shares, par value NIS 0.01 per share, are registered on the books of our transfer agent, Continental Stock Transfer & Trust Company.
There are no transfer restrictions apart from the requirement that any transfers comply with applicable securities laws and the rules of the Nasdaq Stock
Market or any other securities exchange on which our ordinary shares may be listed in the future.
137
ITEM 10. ADDITIONAL INFORMATION.
A. Share Capital.
Not applicable
B. Articles of Association.
The information called for by this Item 10.B of Form 20-F has been provided in Exhibit 2.2 to this annual report. The content of Exhibit 2.2 is
incorporated by reference herein.
C. Material Contracts.
We have not entered into any material contract within the two years prior to the date of this annual report, other than contracts entered into in the
ordinary course of business, or as otherwise described herein in Item 4.A-“History and Development of the Company”, Item 4.B-“Business Overview”,
Item 5.B-“Operating and Financial Review and Prospects-Liquidity and Capital Resources”, Item 6.C-“Board Practices-Director Service Contracts” and
Item 7.B-“Related Party Transactions”, which descriptions are incorporated by reference in this Item 10.C.
D. Exchange Controls.
There are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary shares or the
proceeds from the sale of ordinary shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding certain
transactions. However, legislation remains in effect pursuant to which currency controls can be imposed by administrative action at any time.
The ownership or voting of our ordinary shares by non-residents of Israel, except with respect to citizens of countries that are in a state of war with
Israel, is not restricted in any way by our memorandum of association or amended articles or by the laws of the State of Israel.
E. Taxation.
The following is a short summary of certain provisions of the tax environment to which shareholders may be subject. This summary is based on the
current provisions of tax law. To the extent that the discussion is based on new tax legislation that has not been subject to judicial or administrative
interpretation, we cannot assure you that the views expressed in the discussion will be accepted by the appropriate tax authorities or the courts.
The summary does not address all of the tax consequences that may be relevant to all purchasers of our ordinary shares in light of each purchaser’s
particular circumstances and specific tax treatment. For example, the summary below does not address the tax treatment of residents of Israel and traders
in securities who are subject to specific tax regimes. As individual circumstances may differ, holders of our ordinary shares should consult their own tax
adviser as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of ordinary shares. The following is not
intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations. Each individual should
consult his or her own tax or legal adviser.
Israeli Taxation Considerations
Israeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the
sale of assets located in Israel, including shares of Israeli companies, by both residents and non-residents of Israel unless a specific exemption is available
or unless a tax treaty between Israel and the seller’s country of residence provides otherwise. The Tax Ordinance distinguishes between “Real Capital
Gain” and “Inflationary Surplus”. The Inflationary Surplus is a
138
portion of the total capital gain which is equivalent to the increase of the relevant asset’s purchase price which is attributable to the increase in the Israeli
consumer price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. The Real Capital
Gain is the excess of the total capital gain over the Inflationary Surplus.
Israeli resident individuals
Capital Gain
As of January 1, 2006, the tax rate applicable to Real Capital Gain derived by Israeli individuals from the sale of shares which had been purchased on
or after January 1, 2003, whether or not listed on a stock exchange, is 20%, unless such shareholder claims a deduction for interest and linkage
differences expenses in connection with the purchase and holding of such shares, in which case the gain will generally be taxed at a rate of 25%.
Additionally, if such shareholder is considered a “Significant Shareholder” (i.e., a person who holds, directly or indirectly, alone or together with
another person who collaborates with such person on a permanent basis, 10% or more of any of the company’s “means of control” (including, among
other things, the right to receive profits of the company, voting rights, the right to receive the company’s liquidation proceeds and the right to appoint a
director)) at the time of sale or at any time during the preceding 12-month period, such gain will be taxed at the rate of 25%. Individual shareholders
dealing in securities in Israel are taxed at their marginal tax rates applicable to business income (up to 47% in 2024, in addition to excess tax, if any, as
described below) unless the benefiting provisions of an applicable treaty applies.
Notwithstanding the foregoing, pursuant to the Law for Change in the Tax Burden (Legislative Amendments) (Taxes), 2011, the capital gain tax rate
applicable to individuals was raised from 20% to 25% from 2012 and onwards (or from 25% to 30% if the selling individual shareholder is a Significant
Shareholder at any time during the 12-month period preceding the sale and\or claims a deduction for interest and linkage differences expenses in
connection with the purchase and holding of such shares). With respect to assets (not shares that are listed on a stock exchange) purchased on or after
January 1, 2003, the portion of the gain generated from the date of acquisition until December 31, 2011 will be subject to the previous capital gains tax
rates (20% or 25%) and the portion of the gain generated from January 1, 2012 until the date of sale will be subject to the new tax rates (25% or 30%).
Dividend Income
Israeli residents who are individuals are generally subject to Israeli income tax for dividends paid on our ordinary shares (other than bonus shares or
share dividends) at 25%, or 30% if the recipient of such dividend is a Significant Shareholder, at the time of distribution or at any time during the
preceding 12-month period. However, dividends distributed from taxable income allocated and accrued during the benefits period of an Approved
Enterprise or Beneficiary Enterprise are subject to withholding tax at the rate of 15% (and 20% with respect to Preferred Enterprise, Special Preferred
Enterprise, Preferred Technology Enterprise and Special Preferred Technology Enterprise), if the dividend is distributed during the tax benefits period
under the Investment Law or within 12 years after such period except with respect to an FIC, in which case the 12-year limit does not apply. An average
rate will be set in case the dividend is distributed from mixed types of income (regular and Approved/ Beneficiary/ Preferred income).
139
Israeli resident corporations
Capital Gain
Under current Israeli tax legislation, the tax rate applicable to Real Capital Gain derived by Israeli resident corporations from the sale of shares of an
Israeli company is the general corporate tax rate. As described in “Israeli Tax Considerations and Government Programs-General Corporate Tax
Structure” in Item 4.B above, the corporate tax rate was 24% in 2017, and is 23% since 2018.
Dividend Income
Generally, Israeli resident corporations are exempt from Israeli corporate tax on the receipt of dividends paid on shares of Israeli resident
corporations. However, dividends distributed from taxable income accrued during the benefits period of an Approved Enterprise or Beneficiary
Enterprise are subject to withholding tax at the rate of 15%, if the dividend is distributed during the tax benefits period under the Investment Law or
within 12 years after that period, except with respect to a FIC, in which case the 12-year limit does not apply.
Non-Israeli Residents
Capital Gain
Israeli capital gains tax is imposed on the disposal of capital assets by a non-Israeli resident if such assets are either (i) located in Israel; (ii) shares or
rights to shares in an Israeli resident company, or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a tax treaty between Israel
and the seller’s country of residence provides otherwise. As mentioned above, Real Capital Gain is generally subject to tax at the corporate tax rate (24%
in 2017 and 23% since 2018), if generated by a company, or at the rate of 25% (for any asset other than shares that are listed on a stock exchange - 20%
with respect to the portion of the gain generated up to December 31, 2011) or 30% (for any asset other than shares that are listed on a stock exchange -
25% with respect to the portion of the gain generated up to December 31, 2011), if generated by an individual who is Significant Shareholder at the time
of sale or at any time during the preceding 12-month period (or claims a deduction for interest and linkage differences expenses in connection with the
purchase and holding of such shares) from the sale of assets purchased on or after January 1, 2003. Individual and corporate shareholders dealing in
securities in Israel are taxed at the tax rates applicable to business income (a corporate tax rate for a corporation and a marginal tax rate of up to 50% for
an individual in 2024) unless contrary provisions in a relevant tax treaty applies.
Notwithstanding the foregoing, shareholders who are non-Israeli residents (individuals and corporations) should generally exempt from Israeli capital
gains tax on any gains derived from the sale, exchange or disposition of shares publicly traded on the Tel Aviv Stock Exchange or on a recognized stock
exchange outside of Israel, provided, among other things, that (i) such gains are not generated through a permanent establishment that the non-Israeli
resident maintains in Israel; (ii) the shares were purchased after being listed on a recognized stock exchange and (iii) with respect to shares listed on a
recognized stock exchange outside of Israel, such shareholders are not subject to the Israeli Income Tax Law (Inflationary Adjustments) 5745-1985.
However, non-Israeli corporations will not be entitled to the foregoing exemptions if Israeli residents (a) have a controlling interest of more than 25% in
such non-Israeli corporation, or (b) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation,
whether directly or indirectly. Such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to
be business income.
140
In addition, a sale of shares may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, under the U.S.-
Israel Tax Treaty, to which we refer as the U.S.-Israel Treaty, the sale, exchange or disposition of shares of an Israeli company by a shareholder who is a
U.S. resident (for purposes of the U.S.- Israel Treaty) holding the shares as a capital asset is exempt from Israeli capital gains tax unless either (i) the
shareholder holds, directly or indirectly, shares representing 10% or more of the voting rights during any part of the 12-month period preceding such
sale, exchange or disposition, (ii) the shareholder, if an individual, has been present in Israel for a period or periods of 183 days or more in the aggregate
during the applicable taxable year, (iii) the capital gains arising from such sale are attributable to a permanent establishment of the shareholder which is
maintained in Israel, (iv) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel, or (v) the capital
gains arising from such sale, exchange or disposition is attributed to royalties on copyright or film. In any such case, the sale, exchange or disposition of
such shares would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Treaty, a U.S. resident would be permitted to claim a
credit for the Israeli tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition, subject to the limitations in U.S.
laws applicable to foreign tax credits. The U.S.-Israel Treaty does not provide such credit against any U.S. state or local taxes.
In some instances where our shareholders may be liable for Israeli tax on the sale of their Ordinary Shares, the payment of the consideration may be
subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in
order to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, in
the form of a merger or otherwise, the Israel Tax Authority may require from shareholders who are not liable for Israeli tax to sign declarations in forms
specified by this authority or obtain a specific exemption from the Israel Tax Authority to confirm their status as non-Israeli resident, and, in the absence
of such declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.
Dividend Income
Non-Israeli residents (whether individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on ordinary
shares at the rate of 25% or 30% (if the dividend recipient is a Significant Shareholder at the time of distribution or at any time during the preceding 12-
month period), 15% if the dividend is distributed from income attributed to our Approved Enterprise or Beneficiary Enterprise (and 20% with respect to
Preferred Enterprise or 4% with respect to Preferred Technology Enterprise and Special Preferred Technology Enterprise if certain conditions are met).
Such dividends are generally subject to Israeli withholding tax at a rate of 25% so long as the shares are registered with a nominee company (whether the
recipient is a Significant Shareholder or not) and 15% if the dividend is distributed from income attributed to an Approved Enterprise or a Beneficiary
Enterprise (and 20% if the dividend is distributed from income attributed to a Preferred Enterprise or 4% with respect to Preferred Technology Enterprise
and Special Preferred Technology Enterprise if certain conditions are met), unless a reduced rate is provided under an applicable tax treaty (subject to the
receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). For example, under the U.S.-Israel Treaty, the
maximum rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. resident (for purposes of the U.S.-
Israel Treaty) is 25%.
However, generally, the maximum rate of withholding tax on dividends, not generated by our Approved Enterprise or Beneficiary Enterprise, that are
paid to a U.S. corporation holding at least 10% or more of our outstanding voting capital from the start of the tax year preceding the distribution of the
dividend through (and including) the distribution of the dividend, is 12.5%, provided that no more than 25% of our gross income for such preceding year
consists of certain types of dividends and interest.
141
Notwithstanding the foregoing, dividends distributed from income attributed to an Approved Enterprise or Beneficiary Enterprise are subject to a
withholding tax rate of 15% for such U.S. corporation shareholder, provided that the condition related to our gross income for the previous year (as set
forth in the previous sentence) is met. The aforementioned rates will not apply if the dividend income was generated through a permanent establishment
of the U.S. resident that is maintained in Israel. If the dividend is attributable partly to income derived from an Approved Enterprise, a Beneficiary
Enterprise or Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the
two types of income. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for United States
federal income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in the Code.
A non-Israeli resident who receives dividends from which tax was withheld is generally exempt from the obligation to file tax returns in Israel with
respect to such income, provided that (i) such income was not generated from business conducted in Israel by the taxpayer, (ii) the taxpayer has no other
taxable sources of income in Israel with respect to which a tax return is required to be filed, and (iii) the taxpayer is not obligated to pay excess tax (as
further explained below).
Excess Tax
Individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional
tax at a rate of 3% on annual income exceeding NIS 721,560 for 2024, which amount is generally linked to the annual change in the Israeli consumer
price index (with the exception that based on new Israeli legislation, that amount, and certain other statutory amounts, will not be linked to the Israeli
consumer price index for the years 2025-2027), including, but not limited to, dividends, interest and capital gain. According to new legislation, in effect
as of January 1, 2025, an additional 2% excess tax is imposed on Capital-Sourced Income (defined as income from any source other than employment
income, business income or income from “personal effort”), to the extent that an individual’s Capital Sourced Income exceeds the specified threshold of
NIS 721,560 (and regardless of the employment/or business income amount of such individual). This new excess tax applies, among other things, to
income from capital gains, dividends, interest, rental income, or the sale of real property.
U.S. Federal Income Tax Considerations
Subject to the limitations described in the following paragraphs, the discussion below describes the material U.S. federal income tax consequences to
a beneficial owner of our ordinary shares, referred to in this discussion as a U.S. holder that is:
•
an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;
•
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the
laws of the United States or of any state or the District of Columbia;
•
an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
•
a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust, or the trust has a valid election in effect under applicable Treasury
regulations to be treated as a United States person.
142
This summary is not a comprehensive description of all of the tax considerations that may be relevant to each person’s decision to purchase, hold or
dispose of ordinary shares. This summary considers only U.S. holders that hold ordinary shares as capital assets.
This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, to which we refer as the Code, current and proposed
Treasury regulations, and administrative and judicial decisions as of the date of this annual report, all of which are subject to change, possibly on a
retroactive basis. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular shareholder based on
the shareholder’s individual circumstances. In particular, this discussion does not address the potential application of the alternative minimum tax or the
U.S. federal income tax consequences to U.S. holders that are subject to special treatment, including U.S. holders that:
•
are broker dealers or insurance companies;
•
have elected mark-to-market accounting;
•
are tax-exempt organizations;
•
are financial institutions or financial services entities;
•
are partnerships or other entities treated as partnerships for U.S. federal income tax purposes or partners thereof or members therein;
•
hold ordinary shares as part of a straddle, hedge, conversion or other integrated transaction with other investments;
•
own directly, indirectly or by attribution at least 10% of our voting power; or
•
have a functional currency that is not the U.S. dollar.
In addition, this discussion does not address any aspect of state, local or non-U.S. tax laws, or the possible application of the U.S. federal estate or gift
tax or any state inheritance, estate or gift tax.
Material aspects of U.S. federal income tax law relevant to a holder other than a U.S. holder, referred to in this discussion as a non-U.S. holder, are
also discussed below.
Each prospective investor is advised to consult his or her own tax adviser for the specific tax consequences to that investor of purchasing,
holding or disposing of our ordinary shares.
Taxation of Dividends Paid on Ordinary Shares
Subject to the discussion below under “Tax Consequences if We Are a Passive Foreign Investment Company,” a U.S. holder will be required to
include in gross income as ordinary income the gross amount of any distribution paid on ordinary shares, including any Israeli taxes withheld from the
amount paid, on the date the distribution is actually or constructively received, to the extent the distribution is paid out of our current or accumulated
earnings and profits as determined for U.S. federal income tax purposes.” In addition, under the Patient Protection and Affordable Care Act, higher
income taxpayers must pay an additional 3.8 percent tax on net investment income to the extent certain threshold amounts of income are exceeded. See
“Tax on Net Investment Income” in this Item below.
Dividends that are received by U.S. holders that are individuals, estates or trusts generally will be taxed at the rate applicable to long-term capital
gains (a maximum rate of 15% or 20%, in case of taxpayers with annual taxable income which exceeds certain thresholds), provided those dividends
meet the requirements of “qualified dividend income.” Dividends that fail to meet these requirements, and dividends taxable to corporate U.S. holders,
are taxed at ordinary income rates. No dividend received by a U.S. holder will be a qualified dividend (1) if the U.S. holder held the ordinary share with
respect to which the dividend was paid for less than 61 days during the 121-day period beginning on the date that is
143
60 days before the ex-dividend date with respect to the dividend, excluding for this purpose, under the rules of Code Section 246(c), any period during
which the U.S. holder has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of a deep-in-
the-money or otherwise nonqualified option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, the ordinary
share (or substantially identical securities); or (2) to the extent that the U.S. holder is under an obligation (pursuant to a short sale or otherwise) to make
related payments with respect to positions in property substantially similar or related to the ordinary share with respect to which the dividend is paid. If
we were to be a “passive foreign investment company” (as that term is defined in the Code) for any year, dividends paid on our ordinary shares in that
year or in the year following that year would not be qualified dividends. In addition, a non- corporate U.S. holder will be able to take a qualified dividend
into account in determining its deductible investment interest (which is generally limited to its net investment income) only if it elects to do so, in which
case the dividend will be taxed at ordinary income rates. Corporate holders will not be allowed a deduction for dividends received in respect of our
ordinary shares.
Dividends on our ordinary shares will be foreign source passive income (or in some cases, general category income) for U.S. foreign tax credit
purposes. Distributions in excess of earnings and profits will be applied against and will reduce, on a share-by-share basis, the U.S. holder’s basis in the
ordinary shares and, to the extent in excess of that basis, will be treated as gain from the sale or exchange of ordinary shares.
The amount of a distribution paid to a U.S. holder in a foreign currency will be the U.S. dollar value of the foreign currency calculated by reference to
the spot exchange rate on the day the U.S. holder receives the distribution. A U.S. holder that receives a foreign currency distribution and converts the
foreign currency into U.S. dollars after receipt will have foreign exchange gain or loss based on any appreciation or depreciation in the value of the
foreign currency against the U.S. dollar, which will generally be U.S. source ordinary income or loss.
U.S. holders will have the option of claiming the amount of any Israeli income taxes withheld at source either as a deduction from gross income or as
a dollar-for-dollar credit against their U.S. federal income tax liability. Individuals who do not claim itemized deductions, but instead utilize the standard
deduction, may not claim a deduction for the amount of the Israeli income taxes withheld, but the amount may be claimed as a credit against the
individual’s U.S. federal income tax liability. The amount of foreign income taxes that may be claimed as a credit in any year is generally subject to
complex limitations and restrictions, which must be determined on an individual basis by each shareholder. Those limitations include the provisions
described in the following paragraphs, as well as rules that limit foreign tax credits allowable for a class of income to the U.S. federal income taxes
otherwise payable on the net income in that class.
A U.S. holder will be denied a foreign tax credit for Israeli income tax withheld from dividends received on our ordinary shares:
•
if the U.S. holder has not held the ordinary shares for at least 16 days of the 30-day period beginning on the date that is 15 days before the ex-
dividend date; or
•
to the extent that the U.S. holder is under an obligation to make related payments on substantially similar or related property.
Any days during which a U.S. holder has substantially diminished its risk of loss on the ordinary shares are not counted toward meeting the 16-day
holding period required by the statute. A foreign tax credit for the Israeli tax can be deferred if the U.S. holder enters into certain types of arrangements
to defer inclusion of the related dividend in income for tax purposes.
144
Taxation of the Disposition of Ordinary Shares
Subject to the discussion below under “Tax Consequences if We Are a Passive Foreign Investment Company,” upon the sale, exchange or other
taxable disposition of our ordinary shares, a U.S. holder will recognize capital gain or loss in an amount equal to the difference between the U.S. holder’s
basis in the ordinary shares, which is usually the cost to the U.S. holder of the shares, and the amount realized on the disposition. Capital gain from the
sale, exchange or other disposition of ordinary shares held more than one year is long-term capital gain and is eligible for a reduced rate of taxation in
the case of non-corporate taxpayers. Gain or loss recognized by a U.S. holder on the sale, exchange or other disposition of ordinary shares generally will
be treated as U.S. source income or loss for U.S. foreign tax credit purposes. The deductibility of capital losses is subject to limitations.
A U.S. holder that uses the cash method of accounting calculates the U.S. dollar value of foreign currency proceeds received on a sale as of the date
on which the U.S. holder receives the foreign currency. However, a U.S. holder that uses an accrual method of accounting is required to calculate the
value of the proceeds of the sale as of the date of sale and may therefore realize foreign currency gain or loss on a subsequent disposition of the foreign
currency based on any subsequent appreciation or depreciation in the value of the foreign currency against the U.S. dollar. That gain or loss will
generally be U.S. source ordinary income or loss.
Tax Consequences if We Are a Passive Foreign Investment Company
We will be a passive foreign investment company, to which we refer as a PFIC, if 75% or more of our gross income in a taxable year, including our
pro rata share of the gross income of any corporation in which we are considered to own 25% or more of the shares by value (subject to certain
exceptions in the case of a U.S. corporation), is passive income. Alternatively, we will be considered to be a PFIC if at least 50% of our assets in a
taxable year, ordinarily determined based on the quarter-end average fair market value of our assets over the taxable year and including the pro rata share
of the assets of any corporation in which we are considered to own 25% or more of the shares by value (subject to certain exceptions in the case of a U.S.
corporation), produce or are held for the production of passive income.
If we were a PFIC, and a U.S. holder did not make, as described below, a timely election either to treat us as a qualified electing fund or, if the election
is available, to mark our shares to market, any excess distributions we pay to a U.S. holder would be taxed in a special way. Excess distributions are
amounts paid on shares in a PFIC in any taxable year that exceed 125% of the average distributions paid on those shares in the shorter of:
•
the three previous years; and
•
the U.S. holder’s holding period for ordinary shares before the present taxable year.
Excess distributions must be allocated ratably to each day that a U.S. holder has held our ordinary shares. A U.S. holder would then be required to
include amounts allocated to the current taxable year and each prior year in which we were not a PFIC (but not before our first taxable year beginning
after December 31, 1986) in its gross income as ordinary income for the current year. Further, a U.S. holder would be required to pay tax on amounts
allocated to each prior taxable year in which we were a PFIC at the highest rate in effect for that year on ordinary income, and the tax for each such year
would be subject to an interest charge at the rate applicable to deficiencies for income tax.
The entire amount of gain that is realized or treated as realized by a U.S. holder upon the sale or other disposition of ordinary shares (generally
whether or not the disposition is a taxable transaction) will also be treated as an excess distribution and will be subject to tax as described in the
preceding paragraph.
145
In some circumstances a U.S. holder’s tax basis in our ordinary shares that were inherited from a deceased person who was a U.S. holder would not
equal the fair market value of those ordinary shares as of the date of the deceased person’s death but would instead be equal to the deceased’s basis, if
lower.
The special PFIC rules described above will not apply to a U.S. holder if that U.S. holder makes an election to treat us as a qualified electing fund, to
which we refer as a QEF, in the first taxable year in which the U.S. holder owns ordinary shares, provided we comply with specified reporting
requirements. Instead, a U.S. holder who has made such a QEF election is required for each taxable year in which we are a PFIC to include in income a
pro rata share of our ordinary earnings as ordinary income and a pro rata share of our net capital gain as long-term capital gain, subject to a separate
election to defer payment of the related tax. If deferred, the taxes will be subject to an interest charge. We would supply U.S. holders with the
information needed to report income and gain under a QEF election if we were classified as a PFIC.
The QEF election is made on a shareholder-by-shareholder basis and can be revoked only with the consent of the Internal Revenue Service, to which
we refer as the IRS. A shareholder makes a QEF election by attaching a completed IRS Form 8621, including the PFIC annual information statement, to
a timely filed U.S. federal income tax return. If you are not required to file an income tax return or other return for the tax year, file the form directly
with the IRS Service Center in Ogden, UT 84201-0201. Even if a QEF election is not made, a United States person who is a shareholder in a PFIC must
file every year a completed IRS Form 8621 or other form as may be prescribed by the IRS pursuant to legislation requiring annual reports with respect to
PFICs.
A U.S. holder of PFIC shares that are publicly traded may elect to mark the stock to market annually, recognizing as ordinary income or loss each
year an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC shares and the U.S. holder’s adjusted
tax basis in the PFIC shares. Losses would be allowed only to the extent of net mark-to-market gain previously included in income by the U.S. holder
under the election for prior taxable years. If the mark-to-market election were made, then the rules described above (other than the rules for excess
distributions, which would apply to the first year the election is made if we were a PFIC in a prior year and a QEF election were not made for the first
year we were a PFIC) would not apply for periods covered by the election.
Although we do not believe that we were a PFIC in 2024, we cannot assure you that the IRS will agree with that conclusion or that we will not
become a PFIC in 2025 or in a subsequent year. The tests for determining PFIC status are applied annually, and it is difficult to make accurate predictions
of future income and assets, which are relevant to this determination. U.S. holders who hold ordinary shares during a period when we are a PFIC will be
subject to these rules, even if we cease to be a PFIC in later years, subject to specified exceptions for U.S. holders who made a QEF election in the first
year they held our ordinary shares and we were a PFIC or if in a later year they made any of certain elections to purge the PFIC taint of our ordinary
shares, which elections generally require the payment of tax. U.S. holders are urged to consult their tax advisers about the PFIC rules, including QEF and
mark-to-market elections.
Tax on Net Investment Income
A U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from the tax, will be subject to a
3.8% tax on the lesser of (1) the U.S. holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. holder’s modified
adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending
on the individual’s circumstances). A U.S. holder’s net investment income generally will include its dividends on our ordinary shares and net gains from
dispositions of our ordinary shares, unless those dividends or gains are derived in the ordinary course of the conduct of trade or business (other than
trade or business that consists of certain passive or trading activities). Net
146
investment income, however, may be reduced by deductions properly allocable to that income. A U.S. holder that is an individual, estate or trust is urged
to consult its tax adviser regarding the applicability of the Medicare tax to its income and gains in respect of its investment in our ordinary shares.
Tax Consequences for Non-U.S. Holders of Ordinary Shares
Except as described in “Information Reporting and Backup Withholding” below, a non-U.S. holder of ordinary shares will not be subject to U.S.
federal income or withholding tax on the payment of dividends on, and the proceeds from the disposition of, ordinary shares, unless:
•
the income is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States and, in the case of a
resident of a country that has an income treaty with the United States, the income is attributable to a U.S. permanent establishment, or, in the case
of an individual, a fixed place of business in the United States;
•
the non-U.S. holder is an individual who holds the ordinary shares as a capital asset and is present in the United States for 183 days or more in the
taxable year of the disposition and does not qualify for an exemption; or
•
the non-U.S. holder is subject to tax under the provisions of U.S. tax law applicable to U.S. expatriates.
A non-U.S. holder is a beneficial owner of our ordinary shares that is (1) a nonresident alien as to the United States for U.S. federal income tax
purposes; (2) a corporation created or organized in or under the law of a country, or any of its political subdivisions, other than the United States; or (3)
an estate or trust that is not a U.S. holder.
Information Reporting and Backup Withholding
U.S. holders generally are subject to information reporting requirements for dividends paid in the United States on ordinary shares. Dividends paid in
the United States to a U.S. holder on ordinary shares are subject to backup withholding at a rate of 28% unless the U.S. holder provides IRS Form W-9 or
establishes an exemption. U.S. holders generally are subject to information reporting and backup withholding at a rate of 28% on proceeds paid from the
disposition of ordinary shares unless the U.S. holder provides IRS Form W-9 or establishes an exemption.
The Foreign Account Tax Compliance Act, or FATCA, was enacted during 2014. FATCA generally requires foreign financial institutions (FFIs) to
identify U.S. account holders and report them to the IRS or pay a 30% withholding tax. Nonfinancial foreign entities (or NFFEs) are required to report
their substantial U.S. owners to withholding agents or pay a 30% withholding tax. FATCA’s objective is to prevent tax evasion by requiring the
disclosure of account holder information to the IRS. Because Stratasys is a publicly traded company that is not a financial institution, FATCA has less
impact than the rules discussed above that are still in effect for withholding tax purposes.
A non-U.S. holder who effects the sale of his ordinary shares by or through a U.S. office of a broker is subject to both information reporting and
backup withholding tax on the payment of the proceeds unless he certifies, under penalties of perjury, that he is not a U.S. person or otherwise
establishes an exemption. If a non-U.S. holder sells his ordinary shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to
the holder outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, information
reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a non-U.S. holder outside
the United States, if the holder sells his ordinary shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the
United States. Those information reporting requirements will not apply, however, if the broker has documentary evidence in its records that
147
the holder is a non-U.S. person and certain other conditions are met, or the holder otherwise establishes an exemption.
Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. or non-U.S.
holder’s U.S. federal income tax liability, and a taxpayer generally may obtain a refund of any amounts withheld under the backup withholding rules that
exceed the taxpayer’s U.S. federal income tax liability by filing a refund claim with the IRS, provided in each case that required information is furnished
to the IRS.
Information Reporting by Certain U.S. Holders
U.S. citizens and individuals taxable as resident aliens of the United States that own “specified foreign financial assets” with an aggregate value in a
taxable year in excess of certain thresholds (as determined under Treasury regulations) and that are required to file a U.S. federal income tax return
generally will be required to file an information report with respect to those assets with their tax returns. IRS Form 8938 has been issued for that
purpose. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, foreign stocks held directly, and
interests in foreign estates, foreign pension plans or foreign deferred compensation plans. Under those rules, our ordinary shares, whether owned directly
or through a financial institution, estate or pension or deferred compensation plan, would be “specified foreign financial assets.” Under Treasury
regulations, the reporting obligation applies to certain U.S. entities that hold, directly or indirectly, specified foreign financial assets. Penalties can apply
if there is a failure to satisfy this reporting obligation. A U.S. holder is urged to consult his tax adviser regarding his reporting obligation.
F. Dividends and Paying Agents.
Not applicable.
G. Statement by Experts.
Not applicable.
H. Documents on Display.
We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we are required to file reports and
other information with the SEC. The SEC maintains a website that contains reports and information statements and other information about issuers, such
as us, who file electronically with the SEC. The address of that website is www.sec.gov. The reports and other information filed by us with the SEC are
also available at our website, at investors.stratasys.com. The web addresses of the SEC and our company have been included as inactive textual
references only. Information on those websites is not part of this annual report.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our
officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the
Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as
promptly as United States companies whose securities are registered under the Exchange Act.
I.
Subsidiary Information.
Not Applicable.
J.
Annual Report to Security Holders
Not Applicable.
148
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk is the risk of loss related to changes in market prices, including mainly interest rates and foreign exchange rates, of financial instruments
that may adversely impact our consolidated balance sheets, statements of operations or cash flows.
Foreign Currency Exchange Risk
Due to our international operations, currency exchange rates impact our financial performance.
The majority of our balance sheet exposure relates to foreign currency assets and liabilities in entities which their functional currency is Euro. Our net
Euro balance sheet exposure as of December 31, 2024 was approximately $44.1 million.
Our total revenues amounted to $572.5 million in 2024, of which approximately 20.6% were denominated in Euros. During 2024, our Euro-
denominated revenues exceeded our Euro-denominated expenses. Conversely, our expenses denominated in shekels are higher than our expected shekel-
denominated revenues. For those currencies which do not have a sufficient natural hedge within our operations (such as offsetting revenues and expenses
recorded in a given currency, or some other hedge), we may choose to hedge in order to reduce the impact of currency fluctuations on our operating
results. In 2024, we entered into hedging transactions to reduce our potential currency exposure related to the U.S. dollar against each of the Euro and the
New Israeli Shekel. Our foreign exchange forward contracts in effect as of December 31, 2024 were for the conversion of €43.2 million into USD and
$46.7 million into NIS.
The net effect of these risks stemming from currency exchange rate fluctuations on our operating results can be quantified as follows:
i. A change of 10% in the value of the Euro relative to the U.S. dollar in the year ended December 31, 2024 would have resulted in a change in the
U.S. dollar reporting value of our consolidated operating income of $5.8 million for that year, mainly due to revenues earned in Euros.
ii. A change of 10% in the value of the shekel relative to the dollar in the year ended December 31, 2024 would have resulted in a change in the
dollar-reported value of our consolidated operating income of $11.7 million, mainly due to shekel-recorded expenses.
We will continue to monitor exposure to currency fluctuations. Instruments that may be used to protect us against future risks may include foreign
currency forward and swap contracts. These instruments may be used to selectively manage risks, but there can be no assurance that we will be fully
protected against material foreign currency fluctuations. We do not use derivative financial instruments for speculative or trading purposes.
Interest Rate Risk
Our cash and cash equivalents are mainly consist of cash in bank accounts, and our short-term bank deposits have maturities of 90 days or more. Both
are subject to limited interest rate risk, with an average interest rate of 5.7%. A 10% change in interest rates would not have a material effect on our
financial condition or results of operations.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.
Not Applicable.
149
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.
None
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.
None
ITEM 15. CONTROLS AND PROCEDURES.
A. Disclosure Controls and Procedures.
We carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief
financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as
of December 31, 2024, the end of the period covered by this annual report. We maintain disclosure controls and procedures designed to ensure that the
information required to be disclosed by us in filings and submissions under the Exchange Act, is recorded, processed, summarized, and reported within
the time periods specified by the SEC’s rules and forms, and that information required to be disclosed by us in reports that we file or submit under the
Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our
management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation,
our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of December 31,
2024.
B. Management’s Annual Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was
designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation
and fair presentation of its published consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making our assessment, our
management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on such assessment, management has concluded that, as of December 31, 2024, our internal control over
financial reporting is effective based on those criteria.
Kesselman & Kesselman, an independent registered public accounting firm in Israel and a member of PricewaterhouseCoopers International Limited,
to which we refer as PwC, which audited the financial statements included in this annual report containing the disclosure required by this Item 15 has
issued an attestation report regarding the effectiveness of our internal control over financial reporting.
150
C. Attestation Report of Registered Public Accounting Firm.
PwC’s attestation report regarding the effectiveness of our internal control over financial reporting is included in “Item 18-Financial Statements” on
page F-1 of this annual report, which attestation report is incorporated by reference in this Item 15(c).
D. Changes in Internal Control over Financial Reporting.
Based on the evaluation conducted by our management, with the participation of our chief executive officer and chief financial officer, pursuant to
Rules 13a-15(d) and 15d-15(d) promulgated under the Exchange Act, our management (including such officers) have concluded that there were no
changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred
during the period covered by this annual report that have materially affected, or that are reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.
Our board of directors has determined that Mr. Yair Seroussi, who serves on the audit committee of our board of directors, meets the requirements of
an “audit committee financial expert”, as defined in Item 407(d)(5) of SEC Regulation S-K and Item 16A of SEC Form 20-F and is an independent
director, as defined in Rule 5600(a)(2) of the Nasdaq Listing Rules.
ITEM 16B. CODE OF ETHICS.
We have adopted a Code of Business Conduct and Ethics, which we to which we refer as the code of ethics, that applies to all directors, officers, and
employees of our company and its subsidiaries, including our principal executive officer, principal financial officer, principal accounting officer or
controller and other persons performing similar functions for us. A copy of the code of ethics has been posted on our Internet website,
http://investors.stratasys.com/governance.cfm and is incorporated herein by reference. The foregoing website has been provided as an inactive textual
reference only, and the content of that website is not a part of this annual report.
151
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table sets forth, for the years ended December 31, 2024 and 2023, the fees billed to us and our subsidiaries by our principal
accountant .
Year ended December 31,
2024
2023
Audit fees
$
878,700 $
1,028,700
Audit-related
268,438
376,000
Tax fees
51,901
133,000
All other fees
2,000
1,800
Total
$
1,201,039 $
1,539,500
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.
None.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.
On September 16, 2024, we announced that our board of directors had authorized a program for our repurchase of up to $50 million of our ordinary
shares, from time to time.
Under the share repurchase program, we may make repurchases from time to time through open market repurchases, privately negotiated transactions
or otherwise, subject to market conditions, applicable legal requirements, and other relevant factors. We effect open market repurchases under the
program in accordance with the requirements of Rule 10b-18 under the Exchange Act. We may also, from time to time, enter into plans in accordance
with the affirmative defense provided by Rule 10b5-1 under the Exchange Act to facilitate repurchases of our shares. The repurchase program does not
obligate us to acquire any particular amount of our ordinary shares, and it may be modified, suspended, or terminated, at any time at our discretion. The
timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and
alternative investment opportunities.
Comprised by fees billed by Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered
public accounting firm (which served as our principal accountant with respect to the years ended December 31, 2024 and 2023).
Audit fees consist of fees for professional services rendered by the Auditors in connection with the audit of our consolidated annual financial
statements and services provided by the Auditors in connection with statutory and regulatory filings or engagements.
The audit-related fees for the year ended December 31, 2024 and 2023 were for due diligence related to acquisitions.
Tax fees are fees for services rendered by our principal accountant in connection with tax compliance, tax planning and tax advice.
All other fees are fees for other consulting services (if any) rendered by our principal accountant to us.
1
2
3
4
5
1
2
3
4
5
152
In accordance with Section 7C of the Israeli Companies Regulations (Leniencies for Companies Whose Securities are Listed for Trading Outside of
Israel), 5760-2000, or the Leniency Regulations, the share repurchase program did not require approval by an Israeli court and went into effect 30 days
after notice of our board of directors’ adoption of the repurchase program was provided to our material creditors and secured creditors (if any). All
repurchased shares are classified as treasury shares:
In the twelve months of 2024, we repurchased, pursuant to the repurchase programs, an aggregate of 266,018 of our ordinary shares in open market
transactions, in accordance with Rule 10b-18, at an average price of $7.50 per share, for aggregate repurchases of $2.0 million, leaving $48.0 million for
future potential repurchases under the current board authorization as of December 31, 2024.
The table below presents a summary of the ordinary shares repurchased by us under our share repurchase program on a monthly basis during 2024
(the only month during 2024 in which repurchases occurred was October 2024).
Period
Total Number of Shares
Purchased
Average Price Paid per
Share(*)
Total Number of Shares
Purchased as Part of the Current
Programs
Dollar Value of Shares that May
Yet be Purchased Under the
Programs ($)
October 1, 2024- October 31, 2024
266,018
$
7.50
266,018
$
48,000,000
Total in 2024
266,018
$
7.50
266,018
$
48,000,000
(*) Excluding commissions.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE.
The Nasdaq Global Select Market requires companies with securities listed thereon to comply with its corporate governance standards. As a foreign
private issuer, we are not required to comply with all of the rules that apply to listed domestic U.S. companies. Pursuant to Nasdaq Listing Rule 5615(a)
(3), we have notified Nasdaq that with respect to the corporate governance practices described below, we will instead follow Israeli law and practice and
accordingly will not follow the Nasdaq Listing Rules. Except for the differences described below, we do not believe there are any significant differences
between our corporate governance practices and those that apply to a U.S. domestic issuer under the Nasdaq Global Select Market corporate governance
rules.
•
Quorum for Shareholder Meetings: As permitted under the Companies Law, under a recent amendment adopted to our amended and restated
articles of association, the quorum required for an ordinary meeting of shareholders consists of at least two shareholders present in person, by
proxy or by other voting instrument, who hold at least 25% of the voting power of our shares (and in an adjourned meeting, with some exceptions,
two shareholders, regardless of the voting power associated with their shares), instead of 33 1/3% of the issued share capital required under the
Nasdaq Listing Rules.
•
Executive Sessions of Independent Directors: Under the Companies Law, our independent directors (as defined under the Nasdaq Listing Rules)
do not need to meet regularly in sessions at which only they are present, as is required of U.S. domestic issuers under Nasdaq Listing Rule 5605(b)
(2).
•
Independent Director Oversight of Nominations: Under Israeli law, there is no requirement to have an independent nominating committee or the
independent directors of a company select (or
153
recommend for selection) director nominees, as is required under Nasdaq Listing Rule 5605(e) for a U.S. domestic issuer. Our board of directors
handles this process, as is permitted by our amended articles and the Companies Law. We also need not adopt a formal board resolution or charter
addressing the director nominations process and such related matters as may be required under the U.S. federal securities laws, as Nasdaq requires
for a U.S. issuer.
•
Shareholder Approval: Pursuant to Israeli law, we seek shareholder approval for all corporate actions requiring such approval under the
requirements of the Companies Law, which are different from, or in addition to, the requirements for seeking shareholder approval under Nasdaq
Listing Rule 5635. See “Item 6. Directors, Senior Management and Employees—C. Board Practices — Fiduciary Duties of Office Holders” in this
annual report for a description of the some of the transactions requiring shareholder approval under the Companies Law.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
We have adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities by directors, senior management,
and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards
applicable to us. A copy of our insider trading policy is filed as Exhibit 11.1 to this annual report.
ITEM 16K. CYBERSECURITY
Risk management and strategy
We maintain a corporate cyber risk management plan that is part of our business continuity strategy. The risk management plan has been in place for
the past five years, and is updated annually to align with the latest cybersecurity trends and developments. The cyber risk management plan includes
annual goals and activities that address relevant cyber risks that our Management Information Systems (MIS) department detects. The goals are
presented and approved by our management annually.
Our strategy for cyber risk management contains seven layers, consisting of:
1.
Firewall & Web Security
2.
Network Security
3.
Data Protection
4.
Security Visibility & Awareness
5.
Threat Intelligence
6.
End Point Security
7.
Code security
We maintain processes and procedures to address each layer of the strategy.
Our ISMS (Information Security Management System) is assessed and certified annually based on industry standards and best practice.
154
As part of the onboarding of every new vendor with whom we work, we conduct supply chain, TPRM (Third Party Risks Management) processes in
order to assess potential risks associated with such vendor, in order to ensure that the vendor meets our cybersecurity requirements.
We maintain an Incident Response Policy as well as an Incident Response Team (comprised as described under “Governance” below), which are
based upon and which adhere to, respectively, global principles for detecting, assessing, monitoring, and mitigating cyber incidents. The team conducts,
periodically, a professional Table Top Exercise (TTX), together with our external advisors, in which we simulate mock real-time cybersecurity incidents
that relate to current identified high risks.
We have in place corporate policies and procedures, including rules and protocols that our employees must abide by, and which reflect our approach
to cybersecurity.
We work with external consultants as part of our cybersecurity risk management, but mainly for advisory purposes, such as building and executing
cybersecurity plans and activities (for example, as advisors for our TTXs), conducting risk surveys and assessing regulatory or other legal risks. We do
not, however, outsource processes or other company cybersecurity functions to third party service providers.
We are not aware of any previous cybersecurity incidents that have materially, or were reasonably likely to materially, affect our company (including
business strategy, results of operations, or financial condition). As with virtually every other public company, we believe that a potential future material
cybersecurity incident could potentially adversely affect our business operations in a material manner, due to the reliance that we place on our
Management Information Systems for, among other things: effectively managing our accounting and financial functions, including maintaining our
internal controls; managing our manufacturing and supply chain processes; and maintaining our research and development data. The failure of our
management information systems to perform properly could disrupt our business and product development, which may result in decreased sales,
increased overhead costs, excess or obsolete inventory, and product shortages, causing our business and operating results to suffer. Please see “Item 3.D.
Risk Factors-Risks related to our business and financial condition- We rely on our management information systems…”
Governance
As part of our corporate cyber risk management plan, we prioritize the identification and management of cybersecurity risk at several levels, including
board oversight and heavy involvement of our management on an ongoing basis. Our board of directors as a whole (rather than any committee or
subcommittee of the board) is responsible for the oversight of risks from cybersecurity threats. The board conducts an annual security board meeting, in
which our chief information officer (CIO) and chief information security officer (CISO) provide the members of the board cybersecurity updates
including risks and threats, and define relevant actions for the year to come.
Cybersecurity related activities are primarily handled at our company by an internal Management Information Systems department that is managed
by an experienced CIO, and which includes a CISO and a designated “Global Information Security and IT Compliance” team, comprised of security
analysts and engineers. The team’s aspect-oriented programming (AOP) that addresses the relevant cyber risks that we detect, as well as our annual
cybersecurity plan, are presented to, and approved by, our senior management team.
Our CISO, who has been a chief information security officer for seven years, holds an information security certification from the “See Security
Academy”, a leading educational institute for cybersecurity professionals, and is also a Certified Ethical Hacker (C|EH) accredited by the EC-Council,
widely regarded as the industry’s most robust, hands-on cybersecurity program. Our CISO has 15 years of
155
experience in Information Systems and Technology, including ten years dedicated to Information Security, Incident Response, Cybersecurity, and
Forensics.
Throughout the year, our management members interact in managing our cybersecurity risks, including via the following management processes:
1.
The CIO reports on Management Information Systems operations including cybersecurity elements to our senior management team on a quarterly
basis.
2.
The CIO updates our chief operating officer (COO) as to the status of relevant cybersecurity projects and/or incidents on a weekly basis.
3.
The CISO & CIO discuss the status of cybersecurity projects and/or incidents on a weekly basis.
We furthermore maintain an Incident Response Team (IRT), which is comprised of, among others, the CIO, CISO, chief legal officer (CLO) and
representatives of the COO, the chief financial officer (CFO) and the Communications department. The IRT convenes on an as-needed basis following
the suspected occurrence of a cybersecurity incident. The IRT is accompanied by outside legal counsel(s) that are familiar with the company and its IRT
and are professionally equipped to provide real-time guidance and advice as may be required.
Our Management Information Systems maintains an “Online Service Desk” through which all cyber-related issues, including potential cybersecurity
incidents, can be reported. Following initial review, the CIO, in consultation with our internal legal department, escalates a reported issue to the IRT,
which then assembles to address the incident.
The IRT reports to our chief executive officer and/or board of directors on case-by-case basis, taking into consideration the specific incident factors
and the degree of materiality of the incident.
156
PART III
ITEM 17. FINANCIAL STATEMENTS.
We have elected to provide financial statements and related information pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements and the related notes required by this Item are included in this annual report beginning on page F-1.
157
STRATASYS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB name: Kesselman & Kesselman C.P.A and PCAOB ID:1309)
F-2
Consolidated Balance Sheets at December 31, 2024 and 2023
F-6
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022
F-8
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022
F-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
F-11
Notes to the Consolidated Financial Statements
F-13
F-1
Report of Independent Registered Public Accounting Firm
To the board of directors and shareholders of Stratasys Ltd.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Stratasys Ltd. and its subsidiaries (the “Company”) as of December 31, 2024 and
2023, and the related consolidated statements of operations and comprehensive loss, of changes in equity and of cash flows for each of the three years in
the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have
audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over
Financial Reporting appearing under Item 15b. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the
Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether
effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were
communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters
below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill Impairment Assessment – Stratasys-Core reporting unit
As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance in respect of the Stratasys-Core reporting unit is $99
million as of December 31, 2024. Management conducts an impairment test in the fourth quarter of each year, or more frequently if events or
circumstances indicate that the carrying value of goodwill may be impaired. Potential impairment is identified by comparing the fair value of a reporting
unit to its carrying value, including goodwill. Fair value is estimated by management using a discounted cash flow model. Management’s cash flow
projections for the Stratasys-Core reporting unit includes significant judgments and assumptions relating to the cash flow projections (including revenue
growth and associated operating profits margins), the long-term growth rates, and the discount rate.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Stratasys-Core
reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the reporting unit;
(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to
the cash flow projections (including revenue growth and associated operating profits margins), the long-term growth rates, and the discount rate; and (iii)
the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to management's goodwill impairment assessment,
including controls over the valuation of the Company's reporting units. These procedures also included, among
others, testing management's process for developing the fair value estimate of the reporting unit, evaluating the appropriateness of the discounted cash
flow model, testing the completeness, accuracy, and relevance of underlying data used in the model, and evaluating the significant assumptions used by
management, including the cash flow projections (including revenue growth and associated operating profits margins), the long-term growth rates, and
the discount rate. Evaluating management's assumptions related to cash flow projections (including revenue growth and associated operating profits
margins), the long-term growth rates, and the discount rate involved evaluating whether the assumptions used by management were reasonable
considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these
assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in
the evaluation of the Company’s discounted cash flow model and the discount rate assumption.
Impairment Evaluation for Equity Method Investment in Ultimaker
As described in Note 2 to the consolidated financial statements, the Company equity method investment in Ultimaker balance was $39.1 million as of
December 31, 2024 after recording an impairment charge of $30.1 million. The carrying value of this equity method investment is evaluated for
impairment when indicators of a loss in value below the carrying value exist, including, a lack of sustained earnings or a deterioration of market
conditions, among others. The Company records an impairment charge, when the determined fair value is lower than carrying value, and such reduction
in fair value is considered other-than-temporary. .Fair value is estimated by management using a discounted cash flow model. Management’s cash flow
projections for the equity investment includes significant judgments and assumptions relating to the cash flow projections (including revenue growth and
associated operating profits margins), the long-term growth rates, and the discount rate.
The principal considerations for our determination that performing procedures relating to the impairment assessment of the equity method investment is
a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the equity method investment; (ii)
a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the
cash flow projections (including revenue growth and associated operating profits margins), the long-term growth rates, and the discount rate; and (iii) the
audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to management's impairment assessment, including controls
over the valuation of the equity method investment. These procedures also included, among others, testing management's process for developing the fair
value estimate of the equity method investment, evaluating the appropriateness of the discounted cash flow model, testing the completeness, accuracy,
and relevance of underlying data used in the model, and evaluating the significant assumptions used by management, including the cash flow projections
(including revenue growth and associated operating profits margins), the long-term growth rates, and the discount rate. Evaluating management's
assumptions related to cash flow projections (including revenue growth and associated operating profits margins), the long-term growth rates, and the
discount rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the
equity method investment, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence
obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted
cash flow model and the discount rate assumption.
/s/ Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member firm of PricewaterhouseCoopers International Limited
Tel-Aviv, Israel
March 6, 2025
We have served as the Company’s auditor since 2012.
F-2
STRATASYS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
(U.S. $ in thousands)
December 31,
2024
2023
ASSETS
Current assets
Cash and cash equivalents
$
70,200
$
82,585
Short-term bank deposits
80,500
80,000
Accounts receivable, net of allowance for credit losses of $3,058 and $1,449 as of December 31, 2024 and 2023,
respectively
152,979
172,009
Inventories
179,809
192,976
Prepaid expenses
7,630
7,929
Other current assets
21,843
24,596
Total current assets
512,961
560,095
Non-current assets
Property, plant and equipment, net
184,379
197,552
Goodwill
99,082
100,051
Other intangible assets, net
106,253
127,781
Operating lease right-of-use assets
32,169
18,895
Long-term investments
80,205
115,083
Other non-current assets
14,697
14,448
Total non-current assets
516,785
573,810
Total assets
$
1,029,746
$
1,133,905
LIABILITIES AND EQUITY
Current liabilities
Accounts payable
$
44,977
$
46,785
Accrued expenses and other current liabilities
39,749
36,656
Accrued compensation and related benefits
29,206
33,877
Deferred revenues - short-term
46,347
52,610
Operating lease liabilities - short-term
6,935
6,498
Total current liabilities
167,214
176,426
Non-current liabilities
Deferred revenues - long-term
19,057
23,655
Deferred income taxes
507
723
Operating lease liabilities - long-term
25,155
12,162
Contingent consideration - long-term
4,933
11,900
Other non-current liabilities
19,889
24,200
Total non-current liabilities
69,541
72,640
Total liabilities
$
236,755
$
249,066
Commitments and contingencies (see note 11)
Equity
Ordinary shares, NIS 0.01 nominal value, authorized 180,000 shares; 71,982 shares and 69,656 shares issued at
December 31, 2024 and 2023, respectively; 71,716 shares and 69,656 shares outstanding at December 31, 2024 and
2023, respectively
$
202
$
195
Treasury shares at cost, 266 and 0 shares at December 31, 2024 and 2023, respectively
(1,995)
—
Additional paid-in capital
3,123,024
3,091,649
Accumulated other comprehensive loss
(8,031)
(7,079)
Accumulated deficit
(2,320,209)
(2,199,926)
Total equity
792,991
884,839
Total liabilities and equity
$
1,029,746
$
1,133,905
The accompanying notes are an integral part of these consolidated financial statements.
F-3
STRATASYS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Operations and Comprehensive Loss
(U.S. $ in thousands, except per share data)
Years Ended December 31,
2024
2023
2022
Revenues
Products
$
391,917
$
433,741
$
452,124
Services
180,541
193,857
199,359
572,458
627,598
651,483
Cost of revenues
Products
197,807
226,510
234,601
Services
117,835
134,064
140,415
315,642
360,574
375,016
Gross profit
256,816
267,024
276,467
Operating expenses
Research and development, net
99,142
94,425
92,876
Selling, general and administrative
243,335
260,179
240,750
342,477
354,604
333,626
Operating loss
(85,661)
(87,580)
(57,159)
Gain from deconsolidation of subsidiary
—
—
39,136
Financial income, net
1,676
2,993
229
Loss before income taxes
(83,985)
(84,587)
(17,794)
Income tax expenses
2,973
5,782
5,454
Share in losses of associated companies
33,325
32,705
5,726
Net loss
$
(120,283)
$
(123,074)
$
(28,974)
Net loss per ordinary share - basic and diluted
$
(1.70)
$
(1.79)
$
(0.44)
Weighted average ordinary shares outstanding - basic and diluted
70,858
68,666
66,491
Comprehensive loss
Net loss
(120,283)
(123,074)
(28,974)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
(4,069)
3,650
(2,175)
Unrealized gains (losses) on derivatives designated as cash flow hedges, net
3,117
2,089
(1,872)
F-4
STRATASYS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
Other comprehensive income (loss), net of tax
(952)
5,739
(4,047)
Comprehensive loss
(121,235)
(117,335)
(33,021)
The accompanying notes are an integral part of those consolidated financial statements.
F-5
STRATASYS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Changes in Equity
(U.S. $ in thousands )
Years ended December 31, 2024, 2023 and
2022
Ordinary Shares
Treasury Shares
Number of
shares
Par
Value
Number of
shares
Amount
Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Equity
Balances, January 1, 2022
65,677
182
—
—
3,012,481
(2,047,878)
(8,771)
956,014
Issuance of shares in connection with stock-based
compensation plans
1,159
4
—
—
262
—
—
266
Issuance of Common stock under employee stock
purchase plan
250
1
—
—
2,978
—
—
2,979
Stock-based compensation
—
—
—
—
33,461
—
—
33,461
Other
—
—
—
—
(267)
—
—
(267)
Comprehensive loss
—
—
—
—
—
(28,974)
(4,047)
(33,021)
Balances as of December 31, 2022
67,086
187
—
—
3,048,915
(2,076,852)
(12,818)
959,432
Issuance of shares in connection with stock-based
compensation plans
1,690
5
—
—
6
—
—
11
Issuance of Common stock under employee stock
purchase plans
562
2
—
—
5,913
—
—
5,915
Issuance of shares as part of the Covestro acquisition
318
1
—
—
5,201
—
—
5,202
Stock-based compensation
—
—
—
—
31,614
—
—
31,614
Comprehensive income (loss)
—
—
—
—
—
(123,074)
5,739
(117,335)
Balances as of December 31, 2023
69,656
195
—
—
3,091,649
(2,199,926)
(7,079)
884,839
Issuance of shares in connection with stock-based
compensation plans
1,565
5
—
—
149
—
—
154
Issuance of Common stock under employee stock
purchase plans
761
2
—
—
5,608
—
—
5,610
Common stock repurchase
—
—
(266)
(1,995)
—
—
—
(1,995)
Stock-based compensation
—
—
—
—
25,618
—
—
25,618
Comprehensive income (loss)
—
—
—
—
—
(120,283)
(952)
(121,235)
Balances as of December 31, 2024
71,982 $
202
(266)
$
(1,995) $ 3,123,024 $
(2,320,209) $
(8,031)
$ 792,991
The accompanying notes are an integral part of those consolidated financial statements.
F-6
STRATASYS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Cash Flows
U.S. $ in thousands
Years ended December 31,
2024
2023
2022
Cash flows from operating activities
Net loss
$
(120,283) $
(123,074) $
(28,974)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Impairment of other long-lived assets
—
4,443
3,865
Depreciation and amortization
45,338
48,973
59,769
Stock-based compensation
25,618
31,614
33,461
Foreign currency transaction loss
3,417
636
9,090
Gain from deconsolidation of subsidiary
—
—
(39,136)
Loss from sale of investment
4,760
—
—
Share in losses of associated companies
33,325
32,705
5,726
Revaluation of investments
7,994
5,665
3,778
Revaluation of contingent consideration
(4,897)
(21,408)
(15,805)
Deferred income taxes, net and uncertain tax positions
1,287
(1,764)
926
Other non-cash items, net
1,347
1,089
(2,778)
Change in cash attributable to changes in operating assets and liabilities:
Accounts receivable, net
4,456
(25,653)
(28,877)
Inventories
9,356
4,571
(87,337)
Other current assets and prepaid expenses
3,021
1,553
5,758
Other non-current assets
8,647
11,047
4,472
Accounts payable
(3,677)
(27,445)
19,614
Other current liabilities
7,022
4,228
(17,707)
Deferred revenues
(10,003)
408
6,577
Other non-current liabilities
(8,902)
(9,233)
(7,827)
Net cash provided by (used in) operating activities
7,826
(61,645)
(75,405)
Cash flows from investing activities
Cash paid for business combinations, net of cash acquired
—
(72,118)
—
Purchase of property and equipment
(10,874)
(13,551)
(13,635)
Investments in short-term bank deposits
(170,500)
(111,448)
(479,852)
Proceeds from short-term bank deposits
170,000
208,815
561,485
Investments in unconsolidated entities
(8,845)
(12,443)
(69,148)
Purchase of intangible assets
(1,840)
(1,476)
(6,117)
Proceeds from sale of business
7,190
—
—
Other investing activities
49
(1,613)
54
Net cash used in investing activities
(14,820)
(3,834)
(7,213)
Cash flows from financing activities
Common stock repurchased
(1,995)
—
—
Proceeds from exercise of stock options
154
11
266
Payment of contingent consideration
(1,012)
(1,339)
(2,754)
Other financing activities
(461)
(188)
(281)
Net cash used in financing activities
(3,314)
(1,516)
(2,769)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(1,480)
(827)
(7,220)
Net change in cash, cash equivalents and restricted cash
(11,788)
(67,822)
(92,607)
Cash, cash equivalents and restricted cash, beginning of year
82,864
150,686
243,293
Cash, cash equivalents and restricted cash, end of year
$
71,076 $
82,864 $
150,686
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets:
Cash and cash equivalents
70,200
82,585
150,470
Restricted cash included in other current assets
876
279
216
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
$
71,076 $
82,864 $
150,686
Supplemental disclosure of cash flow information
Cash paid during the year for:
Income taxes, net of tax refunds
$
2,318 $
2,152 $
12,550
Non-cash investing and financing activities:
Transfer of inventories to fixed assets
3,448
9,551
9,212
Transfer of fixed assets to inventories
4,829
222
123
Contingent consideration
—
2,472
—
Right-of-use assets obtained in exchange for new operating lease liabilities
20,808
7,142
12,057
Issuance of Common stock under employee stock purchase plan
5,610
5,915
2,978
Issuance of shares as part of Covestro acquisition (Refer to Note 2)
$
— $
5,202 $
—
The accompanying notes are an integral part of those consolidated financial statements.
F-7
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations and Summary of Significant Accounting Policies
A. Nature of Operations
Stratasys Ltd. (collectively with its subsidiaries, the “Company” or “Stratasys”) is a global leader in connected, polymer-based 3D printing solutions,
across the entire manufacturing value chain. The Company leverages its competitive advantages, which include a broad set of best-in-class 3D printing
platforms, software, a materials and technology partner ecosystem, innovative leadership, and global GTM infrastructure, in order to position itself to
capture share in a significant and growing global marketplace, with a focus on manufacturing, which the Company views as having the largest and fastest
growing total addressable market. The Company’s approximately 2,300 granted and pending additive technology patents to date have been used to create
models, prototypes, manufacturing tools, and production parts for a multitude of industries including aerospace, automotive, transportation, healthcare,
consumer products, dental, medical, fashion and education. Stratasys’ products and comprehensive solutions improve product quality, development time,
cost, time-to-market and patient care. The Company’s 3D ecosystem of solutions and expertise includes 3D printers, materials, software, expert services,
and on-demand parts production.
The Company has one operating segment, which generates revenues via the sale of its 3D printing systems, related services and consumables and by
providing additive manufacturing (“AM”) solutions. The Company operates mainly through offices in Israel, the United States, Germany, Hong Kong
and Japan.
In October 2023, Israel was attacked by a terrorist organization and entered a state of war. As of the date of these financial statements, the war in
Israel is ongoing and continues to evolve. One of the Company’s global headquarters and one of its manufacturing facilities are located in Israel. As of
the filing date of these financial statements, the Company's activities in Israel remain largely unaffected by the war. During the year ended December 31,
2024, the impact of the war on the Company’s results of operations and financial condition was limited, but such impact may change, and could be
significant, as a result of the further continuation, escalation or expansion of the war. The Company continues to maintain business continuity plans
backed by its inventory levels located outside of Israel.
B. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”).
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Stratasys Ltd., and its subsidiaries. All intercompany balances and
transactions, including profits from intercompany sales not yet realized outside the Company, have been eliminated in consolidation.
F-8
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Functional Currency and Foreign Currency Transactions
A major part of the Company’s operations is carried out by Stratasys Ltd. in Israel and its subsidiaries in the United States. The functional currency of
these entities is the U.S. dollar (“dollar” or “$”). The functional currency of other subsidiaries is generally their local currency. The financial statements
of those subsidiaries are included in the consolidated financial statements, based on translation into U.S. dollars. Assets and liabilities accounts are
translated at year-end exchange rates, while revenues and expenses accounts are translated at average exchange rates during the year. The
remeasurement adjustments of foreign currencies translation are included in the Company’s shareholders’ equity as a component of accumulated other
comprehensive loss in the accompanying consolidated financial statements. Gains and losses arising from foreign currency remeasurements of monetary
balances denominated in non-functional currencies are reflected in Financial income, net in the Consolidated Statements of Operations and
Comprehensive Loss.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates using assumptions that affect the
reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the
Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimates relate to recoverability of equity
method investment, of intangibles and goodwill and purchase price allocation including contingent consideration.
In particular, a number of estimates have been and will continue to be affected by the war in Israel and other global events and other longer-term
macroeconomic conditions, most prominently, the extent and speed at which inflation subsides, whether and when interest rate cuts are implemented by
central banks, whether tight credit markets are loosened, and whether capital markets and global supply chains fully recover. As a result, the accounting
estimates and assumptions may change over time. Such changes could have an additional impact on the Company’s long-lived asset and intangible asset
valuation; and the allowance for expected credit losses. These consolidated financial statements reflect the financial statement effects based upon
management’s estimates and assumptions utilizing the most currently available information.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are inputs that are developed using market data, such as publicly available information about actual events or transactions, and that
reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data are
not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset
or liability. The fair value hierarchy categorizes into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities that the reporting entity can access at the measurement date. Level 2 inputs include inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
F-9
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and
the lowest priority to unobservable inputs (Level 3 inputs). Categorization within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement.
Business Combinations
The Company allocates the fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed, and non-
controlling interests in the acquired business based on their fair values at the acquisition date. Acquisition-related expenses and restructuring costs are
recognized separately from the business combination and are expensed as incurred. The excess of the fair value of the consideration transferred plus the
fair value of any non-controlling interest in the acquiree over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded
as goodwill. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. The
fair value of the consideration transferred may include a combination of cash, equity securities, earn out payments and deferred payments. The allocation
of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period,
which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting
period in which the revisions are identified. The Company includes the results of operations of the businesses that it has acquired in its consolidated
results prospectively from the respective dates of acquisition. When the Company acquires net assets that do not constitute a business, as defined under
U.S. GAAP, no goodwill is recognized and acquired IPR&D is expensed unless it has an alternative future use.
The Company records obligations in connection with its business combinations at fair value on the acquisition date. Key assumptions used to
determine the estimated fair value of the contingent consideration amounts include: (a) internal cash flows forecasts for the relevant period during which
the financial metrics should be achieved; and (b) a discount rate which reflects the weighted average cost of capital adjusted for the relevant risk
associated with the operations and the uncertainty inherent in the Company's internally developed forecasts. Each reporting period thereafter, the
Company revalues earn-out payments and deferred payments which are classified as liabilities and records the changes in their fair value in the
Consolidated Statements of Operations and Comprehensive Loss under Selling, general and administrative expenses.
Changes in the fair value of the obligations in connection with its business combinations can result from adjustments to the discount rates, the
Company’s shares price, sales and profitability targets. These fair value measurements represent Level 3 measurements, as they are based on significant
inputs not observable in the market. Significant judgment is required in determining the assumptions utilized as of the acquisition date and for each
subsequent measurement period. Accordingly, changes in the assumptions described above could have a material impact on the Company’s consolidated
results of operations.
Cash and Cash Equivalents
All highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, with maturities of less than ninety
days when acquired, are considered to be cash equivalents.
Bank Deposits
Bank deposits with original maturity dates of more than ninety days but at balance sheet date are less than one year are included in short-term bank
deposits. The fair value of bank deposits approximates the carrying value since they bear interest at rates close to the prevailing market rates.
F-10
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable, net
The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The
allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering
current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability,
customer creditworthiness, historical levels of credit losses, and future expectations.
Allowance for credit losses due to the Company’s accounts receivable amounted t o $3.1 million and $1.4 million as of December 31, 2024 and 2023,
respectively. Changes in the allowance for credit losses are recognized in selling, general and administrative expenses. Accounts receivable are written-
off against the allowance for credit losses when management deems the accounts are no longer collectible.
The balance and the changes in the allowance for expected credit losses are comprised as follows:
2024
2023
2022
U.S. $ in thousands
Balance at beginning of year
$
1,449
$
860
$
517
Change during the year, net
1,715
725
420
Bad debt written off
(106)
(136)
(77)
Balance at end of year
$
3,058
$
1,449
$
860
Derivative Instruments and Hedge Accounting
The Company conducts its operations globally and may be exposed to global market risks and to the risk that its earnings, cash flows and equity could
be adversely impacted by fluctuations in foreign currency exchange rates. As part of the Company’s risk management strategy, the Company enters into
transactions involving foreign currency exchange derivative financial instruments. For its non-hedging transactions, the Company manages its foreign
currency exposures on a consolidated basis, which allows the Company to net exposures and take advantage of any natural hedging. The transactions are
designed to manage the Company’s net exposure to foreign currency exchange rates and to reduce the volatility of earnings and cash flows associated
with changes in foreign currency exchange rates. Financial markets and currency volatility may limit the Company’s ability to hedge these exposures.
The Company does not enter into derivative transactions for trading purposes.
The Company recognizes these derivative instruments as either assets or liabilities in the consolidated balance sheets at their fair value. Derivatives in
a gain position are reported in other current assets in the consolidated balance sheets and derivatives in a loss position are recorded in accrued expenses
and other current liabilities in the consolidated balance sheets, on a gross basis.
When the Company enters into a derivative contract, it designates the derivative for accounting purposes, as either a hedging instrument which
qualifies for hedge accounting or as a non-hedging instrument which does not qualify for hedge accounting. In order to qualify for hedge accounting, the
Company formally documents at the inception of each hedging relationship the hedging instrument, the hedged item, the risk management objective and
strategy for undertaking each hedging relationship, and the method used to assess hedge effectiveness.
F-11
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For each hedging instrument that hedges the exposure to variability in expected future cash flows and that is designated and effective as a cash flow
hedge, the unrealized gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss in the Company’s
shareholders’ equity and is reclassified into earnings in the same period and in the same line item in which the hedged transaction affects earnings. The
cash flows associated with these derivatives are reported in the consolidated statements of cash flows consistently with the classification of cash flows
from the underlying hedged items that these derivatives are hedging.
For non-hedging instruments, the Company records the changes in fair value of derivative instruments in Financial income, net in the Consolidated
Statements of Operations and Comprehensive Loss. The cash flows associated with these derivatives are reflected as cash flows from operating activities
in the consolidated statement of cash flows. Refer to Note 13 for further information regarding the Company’s derivative and hedging activities.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined mainly using standard cost, which approximates actual cost, on a
first-in, first-out basis. Inventory costs consist of materials, direct labor and overhead. Net realizable value is determined based on estimated selling
prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company periodically
assesses inventory for obsolescence and excess balances and reduces the carrying value by an amount equal to the difference between its cost and the net
realizable value. The net realizable value is primarily estimated based on future demand forecasts, as well as, historical sales trends, product life cycle
status and product development plans.
Equity method investments
The Company’s investments in non-marketable equity securities in which it has the ability to exercise significant influence, but does not control
through variable interests or voting interests, are accounted for under the equity method of accounting. Under the equity method, the Company
recognizes its proportionate share of the comprehensive income or loss of the investee. The Company’s share of profit or losses from equity method
investments is included in "Share in losses of associated companies".
The Company periodically reviews equity method investments for impairment in value whenever events or changes in circumstances indicate that the
carrying amount of such investments may not be recoverable. The Company will record an impairment charge to the extent that the estimated fair value
of an investment is less than its carrying value and the Company determines the impairment is other-than-temporary. Impairment charges, if applicable,
are recorded in "Share in losses of associated companies".
Other Long-term Investments
Other non-marketable equity securities without readily determinable fair value in which the Company does not have a controlling interest or
significant influence are accounted for under the measurement alternative method. Under this method, the investments are carried at their original cost,
less any impairment and adjusted for observable price changes for identical or similar instruments. Such changes in value are recorded in the
consolidated statements of Operations and Comprehensive Loss under "Selling, general and administrative". Marketable securities are carried at fair
value with changes in value recorded in Consolidated Statements of Operations and Comprehensive Loss under "Financial income, net".
F-12
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investments in convertible notes are carried at fair value utilizing a combination of discounted cash flows associated with the note and the fair value
of the equity into which the note may be converted. This fair value measurement is based on significant unobservable inputs in the market and thus
represents a Level 3 measurement within the fair value hierarchy. Refer to Note 5.
The Company reviews its other long-term investments for potential impairment or other adjustments, which generally involves an analysis of the facts
and changes in circumstances influencing the investments.
As of December 31, 2024 the amount presented under Long-term investments included investment in equity method investment in the amount of
$39.1 million. see also Note 2. The balance of long-term investments represents investments in non-marketable equity securities without readily
determinable fair value and convertible notes.
Property, Plant and Equipment, net
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the lease term (including any renewal periods, if appropriate)
or the estimated useful life of the asset.
Repairs and maintenance are charged to expense as incurred, while betterments and improvements that extend the useful life or add functionality of
property, plant and equipment are capitalized.
Depreciation is computed primarily over the following periods:
Useful Life
in Years
Buildings
25
-
40
Machinery and equipment
5
-
10
Leasehold and buildings improvements
5
-
10
Computer equipment and software
3
-
5
Office equipment, furniture and fixtures
5
-
14
The Company reviews the carrying amounts of property, plant and equipment for potential impairment when events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. In evaluating recoverability, the Company groups assets and liabilities at the lowest
level such that the identifiable cash flows relating to the group are largely independent of the cash flows of other assets and liabilities. The Company then
compares the carrying amounts of the assets or asset groups with the related estimated undiscounted future cash flows. In the event impairment exists, an
impairment charge is recorded at the amount by which the carrying amount of the asset or asset group exceeds the fair value. In addition, the remaining
depreciation period for the impaired asset would be reassessed and, if necessary, revised.
F-13
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Intangible Assets, net
Intangible assets and their useful lives are as follows:
Useful Life
in Years
Developed technology
5
-
10
Patents
10
Trade names
5
-
9
Customer relationships
5
-
10
Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life. Amortization of acquired
developed technology is recorded in cost of revenues. Amortization of trade names, customer relationships and patents is recorded under selling, general
and administrative expenses.
For definite life intangible assets, the Company reviews the carrying amounts for potential impairment when events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. In evaluating recoverability, the Company groups assets and liabilities at the lowest
level such that the identifiable cash flows relating to the group are largely independent of the cash flows of other assets and liabilities. The Company then
compares the carrying amounts of the asset or assets groups with their respective estimated undiscounted future cash flows. If the definite life intangible
asset or assets group are determined to be impaired, an impairment charge is recorded at the amount by which the carrying amount of the asset or assets
group exceeds their fair value. Fair value is determined by using an applicable discounted cash flow model. In addition, the remaining amortization
period for the impaired asset would be reassessed and, if necessary, revised. Refer to Note 9 for further information.
Goodwill
Goodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the business
combination date over the fair values of the identifiable net assets acquired. Goodwill is an asset representing the future economic benefits arising from
other assets acquired in a business combination that are not individually identified and separately recognized. The Company allocates goodwill to its
reporting units based on the reporting unit expected to benefit from the business combination.
The primary items that generate goodwill include the value of the synergies between the acquired companies and the Company and the acquired
assembled workforce, neither of which qualifies for recognition as an intangible asset.
Goodwill is not amortized but rather is tested for impairment annually in the fourth quarter at the reporting unit level, or whenever events or
circumstances present an indication of potential impairment which requires an interim goodwill impairment analysis.
F-14
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ASC 350, “Intangibles - Goodwill and other” (“ASC 350”), allows an entity to first assess qualitative factors to determine whether it is necessary to
perform the two-step quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of
impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the quantitative goodwill
impairment test two-step impairment test is performed. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting
unit and proceed directly to performing the quantitative first step of the goodwill impairment test. If the carrying value of the reporting unit exceeds its
fair value, an impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value. If the fair value of the
reporting unit is determined to be greater than its carrying amount, the applicable goodwill is not impaired.
Retirement Plans and Employee Rights Upon Termination
Under Israeli law, the Company is required to pay a severance payment to its employees in Israel upon dismissal of an employee or upon termination
of employment in certain other circumstances. The Company makes ongoing deposits into its Israeli employee pension plans to fund their severance
liabilities. For its employees who are employed under the Section 14 of the Severance Pay Law, 1963 (”Section 14”), the Company makes deposits with
certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s rights upon termination. In addition,
the related obligations and amounts deposited on behalf of the applicable employees for such obligations are not presented on the Company’s
consolidated balance sheets, as the amounts funded are not under the control and management of the Company and the Company is legally released from
the obligation to pay any severance payments to the employees once the required deposit amounts have been paid.
Severance pay liabilities with respect to the Company’s employees in Israel who are not subject to Section 14, as well as employees who have special
contractual arrangements, are provided for in the Company’s consolidated financial statements based on the length of time that they work for the Israeli
entity and their latest monthly salary. The Company’s liabilities for those Israeli employees, in amounts of $2.1 million and $2.5 million as of
December 31, 2024 and 2023, respectively, are presented as other non-current liabilities in the Company’s consolidated balance sheets. These liabilities
are recorded as if they were payable at each balance sheet date. These liabilities are partially funded by the purchase of insurance policies or by the
establishment of pension funds with dedicated deposits in the funds. The amounts used to fund these liabilities are included in the Company’s
consolidated balance sheets under other non-current assets. As of December 31, 2024 and 2023, the Company had $ 1.9 million and $2.1 million,
respectively, deposited in these insurance policies and pension funds. These policies are the Company’s assets. However, under employment agreements
and subject to certain limitations, any policy may be transferred to the ownership of the individual employee for whose benefit the funds were deposited.
In addition, the Company has liabilities for severance payments to its employees in other jurisdictions in accordance with local laws and practices of
the countries in which they are employed.
Severance expenses for the years ended December 31, 2024, 2023 and 2022 were $4.0 million, $4.3 million and $3.9 million, respectively.
F-15
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For its employees in the United States, the Company has a defined contribution retirement plan (the “Plan”) under the provisions of Section 401(k) of
the Internal Revenue Code of 1986, as amended (the “Code”) that covers eligible U.S. employees as defined in the Plan. Participants may elect to
contribute both pre-tax or after-tax (“Roth”) up to 50% of annual taxable compensation, as defined by the Plan, up to a maximum amount prescribed by
the Code. The Company, at its discretion, makes matching contributions equal to 4% of the participant’s annual compensation. For the years ended
December 31, 2024, 2023 and 2022 the Company made 401(k) Plan contributions of approximately $ 3.4 million, $3.1 million and $3.7 million,
respectively.
Treasury Shares
The Company accounts for repurchases of its ordinary shares, par value NIS 0.01 per share (“ordinary shares”) as of the trade date. Such repurchases are
carried at cost and are presented as reduction of Shareholders' equity, under treasury shares.
Treasury shares are included in authorized and issued shares but excluded from outstanding shares.
Contingent Liabilities
The Company is subject to various legal proceedings that arise from time to time in the ordinary course of business. The outcomes of the legal
proceedings that are pending as of the date the financial statements are issued are subject to significant uncertainty. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s management
evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to
be sought. Such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that loss would
be incurred and the amount of the liability can be reasonably estimated, then the Company would record an accrual in the Company’s financial
statements based on its best estimate. Loss contingencies considered to be remote by management are generally not disclosed. The respective legal fees
are expensed as incurred.
Revenue Recognition
The Company derives revenues from sales of additive manufacturing systems, consumables and services. The Company sells its products directly
through its sales force, independent sales agents and indirectly through authorized resellers.
The Company determines revenue recognition through the following steps:
•
Identification of the contract, or contracts, with a customer
•
Identification of the performance obligations in the contract
•
Determination of the transaction price
•
Allocation of the transaction price to the performance obligations in the contract
•
Recognition of revenue when, or as, the Company satisfies a performance obligation
Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services to the end
customer or to the reseller.
The amount of consideration is usually at fixed price at the contract inception. Consideration from shipping and handling are recorded on a gross
basis within product revenue. Revenues are recorded net of any taxes assessed by various government entities, such as sales, use and value-added taxes.
F-16
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue from products, which consist of systems and consumables, is recognized when the customer has obtained control of the goods, generally at a
point in time upon shipment or once delivery and risk of loss has transferred to the customer. The Company recognizes revenue on sales to resellers
when the reseller has economic substance apart from the Company and the reseller is considered the principal for the transaction with the end-user
customer. Service revenue derives from service type warranty and from the Company’s direct manufacturing parts services. Revenue from service is
recognized ratably on a straight-line basis over the time of the service, as control is transferred over time or as services are performed.
The Company enters into contracts with customers that can include various combinations of products and services which are generally distinct and
accounted for as separate performance obligations. Products or services that are promised to a customer can be considered distinct if both of the
following criteria are met: (i) the customer can benefit from the products or services either on its own or together with other readily available resources,
and (ii) the Company’s promise to transfer the products or services to the customer is separately identifiable from other promises in the contract.
The transaction price is allocated to each distinct performance obligations on a relative standalone selling price (“SSP”) basis and revenue is
recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on the observable prices
of services sold separately in comparable circumstances to similar customers and for products based on the Company’s best estimates of the price at
which the Company would have sold the product regularly on a stand-alone basis. The Company reassesses the SSP on a periodic basis or when facts
and circumstances change.
In assessing collectability as part of the revenue recognition process, the Company considers a number of factors in the evaluation of the
creditworthiness of the customer, including past due amounts, payment history and financial condition. In some cases where collectability is not assured,
payment terms are set partially or entirely as prepayment or customers may be required to furnish letters of credit.
See Note 4 for additional information related to disaggregation of revenue and other.
Shipping and handling costs
Shipping and handling costs are classified as cost of revenues.
Advertising
Advertising costs are expensed as incurred and were approximately $ 4.3 million, $4.2 million and $5.1 million for the years ended December 31,
2024, 2023 and 2022, respectively.
Research and Development Expenses
Research and development costs consist primarily of employee compensation expenses, materials, laboratory supplies, costs for related software and
costs for facilities and equipment. Expenditures for research and development are expensed as incurred. Government reimbursements and other
participations for development of approved projects are recognized as a reduction of expenses as the related costs are incurred. The Company is not
required to pay royalties on sales of products developed using its government funding.
F-17
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
The Company and its subsidiaries are subject to income taxes in the jurisdictions in which they operate. The Company’s provision for income taxes is
based on income tax rates in the tax jurisdictions where it operates, permanent differences between financial reporting and tax reporting, and available
credits and incentives.
Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the
carrying amount and tax bases of assets and liabilities under the applicable tax laws, and on enacted tax rates in effect when the deferred taxes are
expected to be settled or realized. Deferred taxes for each jurisdiction are presented as a non-current net asset or liability, net of any valuation
allowances.
Deferred taxes have not been provided on the following items:
1) Taxes that would apply in the event of disposal of investments in first-tier foreign subsidiaries, as it is generally the Company’s intention to hold
these investments, not to realize them.
2) Dividends distributable from the income of foreign companies as the Company does not expect these companies to distribute dividends in the
foreseeable future. If these dividends were to be paid, the Company would have to pay additional taxes at a rate of up to 25% on the distribution,
and the amount would be recorded as an income tax expense in the period the dividend is declared.
3) Amounts of tax-exempt income generated from the Company’s prior Approved Enterprises (see Note 10c), as the Company intends to
permanently reinvest these profits and does not intend to distribute dividends from such income. If these dividends were to be paid, the Company
would have to pay additional taxes at a rate up to 10% on the distribution, and the amount would be recorded as an income tax expense in the
period the dividend is declared.
Valuation Allowances
Valuation allowances are provided unless it is more likely than not that the deferred tax asset will be realized. In the determination of the appropriate
valuation allowances, the Company considers future reversals of existing taxable temporary differences, the most recent projections of future business
results, prior earnings history, carryback and carry forward and prudent tax strategies that may enhance the likelihood of realization of a deferred tax
asset. Assessments for the realization of deferred tax assets made at a given balance sheet date are subject to change in the future, particularly if earnings
of a subsidiary are significantly higher or lower than expected, or if the Company takes operational or tax positions that could impact the future taxable
earnings of a subsidiary.
Uncertain Tax Positions
The Company takes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for
recognition by determining whether the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical
merits, the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.
F-18
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The second step is performed only if the tax position meets the more-likely-than-not recognition threshold and is to measure the tax benefit as the
amount which is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates these tax positions quarterly and makes
adjustments as required. The liabilities relating to uncertain tax positions are classified as non-current in the consolidated balance sheets unless the
Company anticipates making payments within one year. The Company classifies interest and penalties recognized in the financial statements relating to
uncertain tax positions under the provision for income taxes.
The Company presents unrecognized tax benefits as a reduction to deferred tax asset where a net operating loss, a similar tax loss, or a tax credit
carryforward that are available, under the tax law of the applicable jurisdiction, to offset any additional income taxes that would result from the
settlement of a tax position.
Stock-Based Compensation
The Company measures and recognizes compensation expense for its equity classified stock-based awards, including stock-based option awards,
restricted stock units (“RSUs”) and performance stock units (“PSUs”) under the Stratasys Ltd. 2012 Omnibus Equity Incentive Plan (the “2012 Plan”)
and the Stratasys Ltd. 2022 Share Incentive Plan (the “2022 Plan”) based on estimated fair values on the grant date.
The Company calculates the fair value of stock-based option awards on the date of grant using the Black-Scholes option pricing model. The option-
pricing model requires a number of assumptions, of which the most significant are the expected share price volatility and the expected option term. The
computation of expected volatility is based on historical volatility of the Company’s shares. The expected option term is calculated using the simplified
method, as the Company concludes that its historical share option exercise experience does not provide a reasonable basis to estimate its expected option
term. The interest rate for periods within the expected term of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The
Company’s expected dividend rate is zero since the Company does not currently pay cash dividends on its shares and does not anticipate doing so in the
foreseeable future.
Each of the above factors requires the Company to use judgment and make estimates in determining the percentages and time periods used for the
calculation. If the Company were to use different percentages or time periods, the fair value of stock-based option awards could be different. The fair
values of the Company’s RSUs and PSUs are measured based on the fair value of the Company’s ordinary shares on the date of grant. The fair value of
shares to be issued under the employee stock purchase plan ("ESPP") are estimated using the Monte Carlo valuation model.
The Company recognizes compensation expenses for its stock-based option awards (including awards under its ESPP program) and RSUs on a
straight-line basis over the requisite service period (primarily six-month period for the ESPP and a four-year period for the rest of the awards). The
Company accounts for forfeitures as they occur. The Company recognizes compensation expenses for its PSUs based on the probability that the
performance metrics will be achieved over the vesting period. At each reporting period the Company evaluates the probability that its PSUs will be
earned and adjust its previously recognized compensation expense as necessary. If the achievement of the respective performance metrics is not
probable or the respective performance are not met the Company reverses its previously recognized compensation expense.
F-19
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restructuring Plan
The Company may incur restructuring charges in connection with certain initiatives designed to adjust the Company’s cost and operating structure,
improve efficiencies across the Company and to better align with the Company’s long-term strategy and overall market conditions. Restructuring charges
include employee severance and associated termination costs related to the reduction of workforce, costs related to facilities closures, impairment
charges of the respective long-lived assets and contract termination costs. Restructuring charges for employees’ termination costs are recognized when
the required actions to execute the restructuring initiative were performed and the initiatives are probable and costs are estimable. Restructuring charges
for facilities and contract terminations are recognized when the Company ceased using the rights conveyed by the contract. Significant judgments and
estimates are involved in estimating the impact of restructuring plans on the Company’s consolidated financial statements. Actual results may differ
from these estimates.
Loss per Share
Basic loss per share is computed by dividing net loss attributable to ordinary shareholders of Stratasys Ltd. by the weighted average number of
ordinary shares (including fully vested RSUs, PSUs and ordinary shares purchased under the Company’s employee share purchase plan (the “ESPP”))
outstanding for the reporting periods, net of treasury shares.
The denominator for diluted net loss per share is a computation of the weighted-average number of ordinary shares outstanding, net of treasury shares
and the potential dilutive ordinary shares outstanding during the period. Potential dilutive shares outstanding include the dilutive effect of in-the-money
options, ESPP and unvested RSUs using the treasury stock method. PSUs are considered contingently issuable shares for diluted net loss per share
purposes and the dilutive impact, if any, is included in the weighted average shares as of the beginning of the period in which the performance conditions
were satisfied.
F-20
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short term
bank deposits, accounts receivables, and foreign currency exchange forward contracts. Most of the Company’s cash and cash equivalents and bank
deposits are invested in U.S. dollar instruments with major banks in the U.S., Israel and Europe. Management believes that the credit risk with respect to
the financial institutions that hold the Company’s cash and cash equivalents and bank deposits is low.
Concentration of credit risk with respect to accounts receivable is limited due to the relatively large number of customers and their wide geographic
distribution. In addition, the Company seeks to mitigate its credit exposures to its accounts receivable by credit limits, credit insurance, ongoing credit
evaluation and account monitoring procedures.
Leases
The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of
these five criteria is met, the Company classifies the lease as a finance lease; otherwise, the Company classifies the lease as an operating lease.
Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheet.
ROU assets represent Stratasys's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments
arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments
over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the
present value of the lease payments.
The standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption
for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities,
including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over
the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease components for all of the
Company leases.
Lease terms will include options to extend or terminate the lease when it is reasonably certain that Stratasys will exercise or not exercise the option to
renew or terminate the lease.
The Company is a party to several lease agreements for its facilities, the latest of which is through December 2044 (including options to extend, which
are reasonably certain that the Company will exercise). The Company has the option to extend certain other agreements for additional periods, the
earliest of which expires at the start of May 2025 and the latest of which expires at the end of June 2037. Such options were not considered in the lease
term, as it is currently not reasonably certain that the Company will exercise them. During the extended lease periods, the aggregate annual rental
payments will increase by 2% to 4% each year.
The Company also leases vehicles for its employees with different commencement and ending periods in Israel and Germany solely. The latest
expiration date of a lease agreement is the start of December 2027.
F-21
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recently issued accounting pronouncements
Accounting Pronouncements Adopted in 2024
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands
public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating
decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment
items, and interim disclosures of a reportable segment’s profit or loss and assets. Public entities with a single reportable segment are required to provide
the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and
interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied
retrospectively to all prior periods presented in an entity’s financial statements. The Company adopted the new accounting standard in its consolidated
financial statements as of December 31, 2024. The guidance did not have a material impact on the Company's consolidated financial statements.
Recently issued accounting pronouncements, not yet adopted
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is
intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for
enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in
foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the
standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its
consolidated financial statements disclosures.
In November 2024, the FASB issued ASU 2024-03 “Income Statement: Reporting Comprehensive Income— Expense Disaggregation Disclosures,”
which requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation,
amortization, and depletion) included in certain expense captions presented on the face of the income statement, as well as disclosures about selling
expenses. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December
15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after
the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this
guidance to determine the impact it may have on its consolidated financial statements disclosures.
F-22
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Certain Transactions
MakerBot and Ultimaker transaction ("Ultimaker")
On August 31, 2022, Stratasys completed the merger of MakerBot (previously, a fully owned subsidiary) with Ultimaker, which together formed a
new entity under the name Ultimaker. The Company recorded a net gain of $39.1 million from deconsolidation of MakerBot, representing the difference
between the book value of MakerBot's net assets and the fair value allocated to such net assets in the transaction as follows:
(U.S. $ in thousands)
Fair value, net
$
55,751
Net assets deconsolidated
(14,146)
Transaction expenses
(2,469)
Gain from deconsolidation of subsidiary
$
39,136
The Company accounts for its investment in the combined company Ultimaker according to the equity method in accordance with ASC Topic 323, as
it has retained the ability to exercise significant influence but does not control the new entity. The Company recognized an equity method investment in
a total amount of $105.6 million comprised of the assumed fair value of the MakerBot shares and additional amount invested in cash by the Company,
representing a share of 46.5% in the new entity.
The allocation of the purchase price (“PPA”) to the underlying net assets acquired and liability assumed resulted in the recognition of intangible assets
with a value of $27.4 million, goodwill of $49.3 million and other net assets of $28.7 million. The value assigned to intangible assets is amortized over a
period of 4 to 13 years and the related amortization is included under share in net losses (profits) from associated companies. The estimated fair values
are based on the information that was available as of August 31, 2022.
During 2023, Ultimaker encountered difficulties in its business partially as a result of tighter competition and global market conditions. As a result,
senior management at Ultimaker was replaced and the new management implemented a restructuring plan and additional steps to reduce cost and
improve profitability. The Company considered such events as indicators of potential impairment and accordingly performed an impairment analysis for
the investment in Ultimaker. Based on such valuation, the fair value of the investment was estimated below its carrying amount and such reduction in
fair value was determined to be other than temporary. Accordingly the Company recorded an impairment charge in an amount of $ 13.9 million, which
was recorded in share in losses of associated companies in the Consolidated Statements of Operations and Comprehensive Loss. Management’s cash
flow projections for the fair value of the investment in Ultimaker includes significant judgments and assumptions relating to the cash flow projections,
future growth and future profitability. Actual results could differ from those estimates, and such differences could be material and may result in other
than temporary reduction in fair value, which could lead to additional impairments in the carrying value of the Ultimaker investment.
On March 22, 2024, Ultimaker's shareholders agreed to provide it with additional funding of $8.0 million in cash, out of which $4.5 million was
funded by the Company.
During 2024, Ultimaker experienced an improvement in its operating results. However, market conditions remained challenging, especially in the
market segment of Ultimaker, with significant competition, resulting in revenue decline compared with prior expectations. The Company considered
such events as indicators of potential impairment and accordingly performed an impairment analysis for the investment in Ultimaker. Based on such
valuation, the fair value of the investment was estimated below its carrying amount and such reduction in fair value was determined to be other than
temporary.
F-23
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accordingly the Company recorded an impairment charge in an amount of $30.1 million, which was recorded in share in losses of associated companies
in the Consolidated Statements of Operations and Comprehensive Loss. Management’s cash flow projections for the fair value of the investment in
Ultimaker includes significant judgments and assumptions relating to the cash flow projections, future growth and future profitability. Actual results
could differ from those estimates, and such differences could be material and may result in other than temporary reduction in fair value, which could lead
to additional impairments in the carrying value of the Ultimaker investment.
As of December 31, 2024 and December 31, 2023 the equity investment in Ultimaker amounts to $ 39.1 million and $67.8 million, respectively,
which represents the original investment in Ultimaker, net of share in net losses, including impairments in the carrying value of the investment, for those
years in amounts of $33.2 million and $32.4 million, respectively.
Covestro acquisition
On April 3, 2023 (the “Covestro transaction date”), the Company completed the acquisition of the additive manufacturing materials business of
Covestro AG. Covestro’s additive manufacturing business is expected to give the Company the ability to accelerate innovative developments in 3D
printing materials and to thereby further grow adoption of its newest technologies. Also, the Company acquired an IP portfolio comprised of hundreds of
patents and pending patents, including all of the SOMOS™ portfolio.
The Covestro transaction is reflected in accordance with ASC Topic 805, “Business Combination”. The assets acquisition transaction meets the
definition of a business and was accounted for as a “Business Combination” transaction, using the acquisition method of accounting, with the Company
as the acquirer. The following table summarizes the fair value of the consideration transferred to Covestro AG for the Covestro transaction:
U.S. $ in thousands
Cash payments
$
53,815
Issuance of ordinary shares to Covestro stockholders
5,202
Contingent consideration at estimated fair value
659
Other liability
868
Total consideration
$
60,544
The fair value of the ordinary shares issued was determined based on the closing market price of the Company's ordinary shares on the Covestro
transaction date.
In accordance with ASC Topic 805, the estimated contingent consideration as of the Covestro transaction date was included in the purchase price. The
total contingent payments could amount to a maximum aggregate amount of up to €37 million. The payment will be settled through the issuance of
ordinary shares. The estimated fair value of the contingent consideration is based on management’s assessment of whether, and at what level, the
financial metrics will be achieved, and the present value factors associated with the timing of the payments. This fair value measurement is based on
significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. Changes in the fair value of
contingent consideration will be recorded in operating expenses. Refer to Note 5.
F-24
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Covestro transaction date. The estimated
fair values are based on the information that was available as of April 3, 2023. The allocation of the purchase price to assets acquired and liabilities
assumed is as follows:
Allocation of Purchase Price
(U.S. $ in thousands)
Inventory
$
10,342
Fixed assets
7,064
Intangible assets
21,929
Other liabilities
(605)
Total identifiable net assets
38,730
Goodwill
$
21,814
Total consideration
$
60,544
The allocation of the PPA to net assets acquired and liabilities assumed resulted in the recognition of intangible assets related to developed
technology, customer relationship, and trade name. These intangible assets have a useful life of 7 to 10 years. The fair value estimate of the customer
relationship was determined using a variation of the income approach known as the “Multi-Period Excess Earnings Approach”. This valuation technique
estimates the fair value of an asset based on market participants’ expectations of the cash flows the asset would generate over its remaining useful life.
The net cash flows were discounted to present value. The fair value estimate of the developed technology and trade name, were estimated using the
"Relief from royalty" method. This valuation technique estimates the fair value of the asset based on the hypothetical royalty payment that a licensee
would be required to pay in exchange for use of the asset. Goodwill was recorded as the residual amount by which the purchase price exceeded the
provisional fair value of the net assets acquired and is expected to be fully deductible for tax purposes. Goodwill consists primarily of expected synergies
of combining operations, the acquired workforce, and growth opportunities, none of which qualify as separately identifiable intangible assets.
Pro forma information giving effect to the acquisition has not been provided, as the results would not be material.
During 2024 and 2023, the Company completed several transactions, including acquisitions of an entity and additional assets, for total consideration of
$0.3 million and $22.0 million, respectively.
Other long-term investments
In addition to the investment in Ultimaker, other investments included under long-term investments represents investments in non-marketable equity
securities and convertible notes of several companies without readily determinable fair value in which the Company does not have a controlling interest
or significant influence. One entity from this group became public during the first quarter of 2021 and accordingly the investment is now treated as a
marketable equity investment. During 2024 and 2023, the Company invested a total of $13.8 million and $11.5 million in non-marketable equity
securities and convertible notes of several companies. At December 31, 2024 and 2023, total amount invested in other long-term investments is $41.1
million and $47.2 million, respectively.
F-25
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Recent developments
Termination of Merger Agreement with Desktop Metal
On May 25, 2023, the Company and Desktop Metal, Inc. (“Desktop Metal”), jointly announced their entry into a merger agreement, whereby a
wholly-owned Delaware subsidiary of the company was to merge with and into Desktop Metal, with Desktop Metal surviving the merger as a wholly-
owned subsidiary of the Company. On September 28, 2023, the Company held an extraordinary general meeting of its shareholders, at which the merger
was presented for the approval of the Company’s shareholders. The merger proposal was not approved by the Company’s shareholders at that meeting,
and accordingly, pursuant to its rights under the merger agreement, the Company terminated the merger agreement with Desktop Metal, effective
immediately on September 28, 2023. As a result, the Company recorded a termination fee of $10.0 million, which was included under selling, general &
administrative expenses and was paid to Desktop Metal.
Nano Dimension Tender Offer and Board Contest
On May 25, 2023, following the announcement of the then-prospective merger with Desktop Metal, Nano Dimension Ltd. (“Nano”), a 14.1%
shareholder of the Company, launched a hostile partial tender offer whereby it sought to acquire—including shares already held by it— between 53%
and 55% of the Company’s outstanding ordinary shares, at a price of $18.00 per share. The tender offer was subject to various conditions and was
originally set to expire on June 26, 2023. Over the course of subsequent periods of time, the price offered by Nano in its tender offer was ultimately
raised to $25.00 per share, with an accompanying reduction as to the percentage of Company shares to be held by it upon consummation of the offer, to
between 46% and 51%, and the offer was extended ultimately through July 31, 2023. The offer expired on July 31, 2023 and Nano did not receive
enough tendered shares and was therefore unable to complete the purchase of any of the Company ordinary shares pursuant to the offer. Nano re-initiated
its pursuit of an acquisition of the Company, announcing on December 23, 2023 a preliminary proposal to purchase all outstanding shares of the
Company that it does not currently own for $16.50 per share in cash. The Company acknowledged receipt of Nano’s offer, and indicated that its board of
directors would consider it as part of the process to explore strategic alternatives for the Company (the conclusion of that process was announced in
August 2024 without recommendations for the Company effecting any specific merger).
The Company has also been subject to litigation with Nano in an Israeli district court regarding the Company's shareholder rights plan, Nano’s tender
offer, and the contested board election. The litigation has not changed the outcome of any of the developments described above. Please see Note 11.
3D Systems Offers
On May 30, 2023, and then again on June 27, 2023, the Company received an unsolicited non-binding indicative proposal from 3D Systems
Corporation (“3D Systems”) to merge with the Company. On July 13, 2023, the Company received an updated proposal from 3D Systems, pursuant to
which it would merge with the Company for $7.50 in cash and 1.5444 newly issued shares of common stock of 3D Systems per Stratasys ordinary share.
The Stratasys board at first determined that the 3D Systems proposal of July 13th would reasonably be expected to result in a “Superior Proposal” under
the merger agreement with Desktop Metal and authorized Company management to enter into discussions with 3D Systems with respect to the proposal.
Following an extensive due diligence process, Stratasys communicated its concerns regarding the 3D Systems’ proposal to 3D Systems and indicated
that the last proposal was not itself a transaction which Stratasys would be prepared to enter into. 3D Systems revised its proposal on September 6, 2023,
offering $7.00 in cash and 1.6387 newly issued shares of common stock of 3D Systems per Stratasys ordinary share. After consultation with its outside
financial and legal advisors, the
F-26
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stratasys board of directors unanimously determined that the September 6 proposal continued to significantly undervalue Stratasys and did not constitute
a “Superior Proposal” pursuant to the terms of the merger agreement with Desktop Metal, and accordingly terminated discussions with 3D Systems.
Strategic Alternatives Process
On September 28, 2023, the Company announced that it had initiated a comprehensive process to explore strategic alternatives for the Company. The
Company noted that following the termination of the merger agreement with Desktop Metal, Stratasys was no longer subject to restrictions under that
agreement regarding the solicitation of or entry into potential transactions. On August 29, 2024, the Company announced that it had concluded that
process, and that its board of directors had decided upon certain strategic actions to be implemented, including:
•
the Company’s streamlining of operations and enhancement of its go-to-market strategy to focus on the highest growth potential products,
materials and software solutions; and
•
the Company’s reduction of its workforce by the end of 2024 by approximately 15%
The steps outlined in the strategic plan are expected to produce significant annual cost savings and improve profitability at current revenue levels, see
also Note 18 regarding restructuring costs. In addition, the plan called for the Company to remain well-positioned to act upon further strategic
opportunities in the 3D printing industry if and when they may arise.
F-27
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Revenues
Disaggregation of Revenues
The following table present the Company’s revenues disaggregated by geographical region (based on the Company's customers’ location) and
revenue type for the years ended December 31, 2024, 2023 and 2022:
Year Ended December, 31
2024
2023
2022
(U.S. $ in thousands)
Americas
Systems
$
72,654 $
108,998 $
130,959
Consumables
136,243
132,820
130,775
Service
132,840
147,952
153,694
Total Americas
341,737
389,770
415,428
EMEA
Systems
48,642
51,617
53,527
Consumables
79,794
75,468
61,703
Service
30,029
28,857
26,430
Total EMEA
158,465
155,942
141,660
Asia Pacific
Systems
18,980
27,031
40,106
Consumables
35,604
37,807
35,054
Service
17,672
17,048
19,235
Total Asia Pacific
72,256
81,886
94,395
Total Revenues
$
572,458 $
627,598 $
651,483
F-28
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table present the Company’s revenues disaggregated based on the timing of revenue recognized for the years ended December 31,
2024, 2023 and 2022:
Year Ended December, 31
2024
2023
2022
(U.S. $ in thousands)
Revenues recognized in point in time from:
Products
$
391,917
$
433,741
$
452,124
Services
51,484
54,362
53,152
Total revenues recognized in point in time
443,401
488,103
505,276
Revenues recognized over time from:
Services
129,057
139,495
146,207
Total revenues recognized over time
129,057
139,495
146,207
Total Revenues
$
572,458
$
627,598
$
651,483
Contract Assets and Contract Liabilities
Contract assets are recorded when the Company's right to consideration is conditional on constraints other than the passage of time. The Company
had no material contract assets as of December 31, 2024 and 2023.
Contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are presented under deferred revenues.
The Company's deferred revenues as of December 31, 2024 and 2023 were as follows:
December 31,
2024
2023
(U.S. $ in thousands)
Deferred revenue (*)
65,404 $
76,265
*Includes $19.1 million and $23.7 million under long term deferred revenue in the Company's consolidated balance sheets as of December 31, 2024
and December 31, 2023, respectively.
Revenue recognized in 2024 and 2023 that was included in deferred revenue balance as of January 1, 2024 and 2023 was $ 50.2 million and $48.9
million, respectively.
Remaining Performance Obligations
Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and
amounts that will be invoiced and recognized as revenue in future periods. As of December 31, 2024 and 2023 the total RPO amounted to $ 90.2 million
and $100.5 million, respectively. The Company expects to recognize $ 58.5 million of this RPO during the next 12 months, $ 15.2 million over the
subsequent 12 months and the remaining $16.5 million thereafter.
F-29
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Incremental Costs of Obtaining a Contract
Sales commissions earned mainly by the Company’s sales agents are considered incremental costs of obtaining a contract with a customer as the
Company expects the benefit of those commissions to be longer than one year. The majority of the sales commissions are not subject to capitalization as
the commission expense is recognized as the related revenue is recognized. Sales commissions for initial contracts related to the service type warranty
are deferred and then amortized on a straight-line basis over the expected customer relationship period (generally 5 years) if the Company expects to
recover those costs. The Company determined the period of benefit by taking into consideration customer contracts including renewals, the technology
and other factors. Amortization expense is included in selling, general and administrative expenses in the consolidated statements of operations. As of
December 31, 2024 and 2023, the deferred commission amounted to $ 10.3 million and $10.3 million, respectively and presented under Other current
assets and Other non-current assets.
F-30
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Fair Value Measurement
The following tables summarize the Company’s financial assets and liabilities that are carried at fair value on a recurring basis, on its consolidated
balance sheets:
December 31, 2024
Level 1
Level 2
Level 3
(U.S. $ in thousands)
Assets:
Foreign exchange forward contracts not designated as hedging instruments
$
—
$
71
$
—
Foreign exchange forward contracts designated as hedging instruments
—
4,005
—
Convertible notes
—
—
10,486
Marketable securities
596
—
—
Liabilities:
Foreign exchange forward contracts not designated as hedging instruments
—
(21)
—
Foreign exchange forward contracts designated as hedging instruments
—
(3)
—
Contingent consideration
—
—
(12,694)
$
596
$
4,052
$
(2,208)
December 31, 2023
Level 1
Level 2
Level 3
(U.S. $ in thousands)
Assets:
Foreign exchange forward contracts not designated as hedging instruments
$
—
$
164
$
—
Foreign exchange forward contracts designated as hedging instruments
—
2,087
—
Convertible notes
—
—
7,018
Marketable securities
1,994
—
—
Liabilities:
Foreign exchange forward contracts not designated as hedging instruments
—
(51)
—
Foreign exchange forward contracts designated as hedging instruments
—
(657)
—
Contingent consideration¹
—
—
(18,603)
$
1,994
$
1,543
$
(11,585)
The Company’s foreign exchange forward contracts are classified as Level 2, as they are not actively traded and are valued using pricing models that
use observable market inputs, including interest rate curves and both forward and spot prices for currencies (Level 2 inputs).
Contingent consideration represents liabilities recorded at fair value in connection with acquisitions, and thus represents a Level 3 measurement
within the fair value hierarchy (refer to Note 2).
Other financial instruments consist mainly of cash and cash equivalents, short term deposits, current and non-current receivables, accounts payable
and other current liabilities. The fair value of these financial instruments approximates their carrying values.
Includes $7.8 million and $6.7 million under Accrued expenses and other current liabilities in the Company's consolidated balance sheets as of
December 31, 2024 and December 31, 2023, respectively.
1
1
F-31
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the activity for those financial assets and liabilities where fair value measurements are estimated utilizing Level 3
inputs:
December 31,
2024
2023
(U.S. $ in thousands)
Fair value at the beginning of the period
$
(11,585)
$
(36,447)
Acquisitions of Contingent considerations
—
(3,009)
Investments in Convertible notes
5,368
5,124
Revaluation of Contingent considerations
4,897
21,408
Revaluation of Convertible notes
(1,900)
—
Settlements of Contingent considerations
1,012
1,339
Fair value at the end of the period
$
(2,208)
$
(11,585)
Note 6. Inventories
Inventories consisted of the following:
December 31,
2024
2023
(U.S. $ in thousands)
Finished Goods
$
90,702 $
86,908
Work in Process
7,491
9,871
Raw Materials
81,616
96,197
$
179,809 $
192,976
F-32
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7. Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following:
December 31,
2024
2023
(U.S. $ in thousands)
Machinery and equipment
$
147,763 $
158,883
Buildings and improvements
179,977
173,117
Computer equipment and software
56,714
54,038
Office equipment, furniture and fixtures
14,056
14,301
Land
18,867
19,019
417,377
419,358
Accumulated depreciation and amortization and impairment
(237,658)
(224,185)
179,719
195,173
Construction work in progress
4,660
2,379
$
184,379 $
197,552
Depreciation expenses were $21.5 million, $22.4 million and $22.6 million in the years ended December 31, 2024, 2023 and 2022, respectively.
During the years ended December 31, 2024, 2023 and 2022, the Company recorded impairment charges of $ 0 million, $4.4 million and $3.8 million,
respectively, which were recorded in the Consolidated Statements of Operations and Comprehensive Loss under cost of sales.
Note 8. Goodwill
Changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2024 and 2023 were as follows:
2024
2023
(U.S. $ in thousands )
Balance at January 1,
$
100,051 $
64,953
Goodwill acquired
—
34,773
Currency translation adjustments
(969)
325
Balance at December 31,
$
99,082 $
100,051
The goodwill balance as of December 31, 2024 and 2023 was allocated as part of Stratasys-Core reporting unit.
During the fourth quarter of 2022, the Company noted that indicators of potential impairment existed which required an interim goodwill impairment
analysis for Stratasys-Core reporting unit. These indicators included sustained decline in the Company’s market capitalization during the last quarter
primarily as a result of the global economy and the potential impact on the Company's business segment.
The Company performed a quantitative assessment for goodwill impairment for its Stratasys-Core reporting unit and concluded that the fair value of
Stratasys-Core reporting unit significantly exceeded its carrying amount with a goodwill assigned to this reporting unit in the amount of $65.0 million.
When evaluating the fair value of Stratasys-Core reporting unit under the income approach, the Company used a discounted cash flow model which
utilized Level 3 measures that represent unobservable inputs. Key assumptions used to determine the estimated fair value include: (a) internal cash flows
forecasts for 5
F-33
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
years following the assessment date, including expected revenue growth, costs to produce, operating profit margins and estimated capital needs; (b) an
estimated terminal value using a terminal year long term future growth determined based on the growth prospects of the reporting unit; and (c) a discount
rate which reflects the weighted average cost of capital adjusted for the relevant risk associated with the Stratasys-Core reporting unit operations and the
uncertainty inherent in the Company's internally developed forecasts.
In order to assess the reasonableness of its cash flow projections used for its goodwill impairment analysis, the Company compared the aggregate fair
value of its reporting units to its market capitalization and calculated the implied control premium. The Company believes that its fair value assessment
is reasonably supported by its calculated market capitalization.
Based on the Company’s assessment as of December 31, 2022, no goodwill was determined to be impaired.
During the fourth quarter of 2023, the Company performed its annual impairment test for goodwill impairment.
The Company performed a quantitative assessment for goodwill impairment for its Stratasys-Core reporting unit and concluded that the fair value of
Stratasys-Core reporting unit exceeded its carrying amount by approximately 34%, with a carrying amount of goodwill assigned to this reporting unit in
an amount of $100.0 million. When evaluating the fair value of Stratasys-Core reporting unit under the income approach, the Company used a
discounted cash flow model which utilized Level 3 measures that represent unobservable inputs. Key assumptions used to determine the estimated fair
value include: (a) internal cash flows forecasts for 4 years following the assessment date, including expected revenue growth, costs to produce, operating
profit margins and estimated capital needs; (b) an estimated terminal value using a terminal year long- term future growth determined based on the
growth prospects of the reporting unit; and (c) a discount rate which reflects the weighted average cost of capital adjusted for the relevant risk associated
with the Stratasys-Core reporting unit operations and the uncertainty inherent in the Company's internally developed forecasts.
In order to assess the reasonableness of its cash flow projections used for its goodwill impairment analysis, the Company compared the aggregate fair
value of its reporting units to its market capitalization and calculated the implied control premium. The Company believes that its fair value assessment
is reasonably supported by its calculated market capitalization.
Based on the Company’s assessment as of December 31, 2023, no goodwill was determined to be impaired.
Goodwill impairment assessment for the year ended December 31, 2024
During the second quarter of 2024, the Company performed an analysis of the impact of recent events, including business and industry specific
considerations, on the fair value of Stratasys-Core reporting unit. As part of this analysis the Company considered the changes in market capitalization
and the sensitivity of estimates and assumptions used in the last annual impairment test as well as potential impacts of macro-economic pressure. The
Company also analyzed the aggregate fair value of its reporting units compared to its market capitalization as part of its goodwill impairment test, in
order to assess the reasonableness of the results of its cash flow projections used for its goodwill impairment analysis. The Company noted its market
capitalization was below management’s assessment of the aggregate fair value of its reporting units. However, as of June 30, 2024, the Company’s
market capitalization plus a reasonable control premium exceeded its book value.
Based on the Company’s assessment as of June 30, 2024, no goodwill was determined to be impaired.
F-34
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the third quarter of 2024, the Company noted that indicators of potential impairment existed which required an interim goodwill impairment
analysis for Stratasys-Core reporting unit. These indicators included deterioration in the business climate and operating results, sustained decline in the
Company’s market capitalization during the past quarters, changes in management’s business strategy and downward changes of the Company's cash
flow projections.
As a result of the factors discussed above, the Company performed a quantitative interim assessment for goodwill impairment for its Stratasys-Core
reporting unit, using a discounted cash flow model, which utilized Level 3 measures that represent unobservable inputs. Key assumptions used to
determine the estimated fair value include: (a) internal cash flows forecasts for 5 years following the assessment date, including expected revenue
growth, costs to produce, operating profit margins and estimated capital needs; (b) an estimated terminal value using a terminal year long- term future
growth determined based on the growth prospects of the reporting unit; and (c) a discount rate which reflects the weighted average cost of capital
adjusted for the relevant risk associated with the Stratasys-Core reporting unit operations and the uncertainty inherent in the Company's internally
developed forecasts.
Specifically, as part of this assessment, the Company revisited its assumptions supporting the cash flow projections for its Stratasys-Core reporting
unit, including: (i) the expected duration and depth of revenue reduction and certain revenue growth assumptions and (ii) the associated operating profit
margins.
In order to assess the reasonableness of its cash flow projections used for its goodwill impairment analysis, the Company compared the aggregate fair
value of its reporting units to its market capitalization and calculated the implied control premium. The Company believes that its fair value assessment
is reasonably supported by its calculated market capitalization.
Actual results may differ from those assumed in the Company's valuation method. It is reasonably possible that the Company's assumptions described
above could change in future periods. If any of these were to vary from the Company's plans, it may record impairment of goodwill allocated to this
reporting unit in the future. A hypothetical decrease in the terminal growth rate of 0.5% or an increase of 0.5% to the discount rate would have reduced
the fair value of Stratasys-Core reporting unit and result in impairment of goodwill allocated to this reporting unit by approximately $8 million and $21
million, respectively.
Based on the Company’s assessment as of September 30, 2024, no goodwill was determined to be impaired.
During the fourth quarter of 2024, the Company performed its annual impairment test for goodwill impairment.
The Company performed a quantitative assessment for goodwill impairment for its Stratasys-Core reporting unit and concluded that the fair value of
Stratasys-Core reporting unit exceeded its carrying amount by approximately 3%, with a carrying amount of goodwill assigned to this reporting unit in
an amount of $99.1 million. When evaluating the fair value of Stratasys-Core reporting unit under the income approach, the Company used a discounted
cash flow model, which utilized Level 3 measures that represent unobservable inputs. Key assumptions used to determine the estimated fair value
include: (a) internal cash flows forecasts for 5 years following the assessment date, including expected revenue growth, costs to produce, operating profit
margins and estimated capital needs; (b) an estimated terminal value using a terminal year long- term future growth determined based on the growth
prospects of the reporting unit; and (c) a discount rate which reflects the weighted average cost of capital adjusted for the relevant risk associated with
the Stratasys-Core reporting unit operations and the uncertainty inherent in the Company's internally developed forecasts.
F-35
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In order to assess the reasonableness of its cash flow projections used for its goodwill impairment analysis, the Company compared the aggregate fair
value of its reporting units to its market capitalization and calculated the implied control premium. The Company believes that its fair value assessment
is reasonably supported by its calculated market capitalization.
Actual results may differ from those assumed in the Company's valuation method. It is reasonably possible that the Company's assumptions described
above could change in future periods. If any of these were to vary from the Company's plans, it may record impairment of goodwill allocated to this
reporting unit in the future. A hypothetical decrease in the terminal growth rate of 1.0% or an increase of 0.5% to the discount rate would have reduced
the fair value of Stratasys-Core reporting unit and result in impairment of goodwill allocated to this reporting unit by approximately $13 million and $10
million, respectively.
Based on the Company’s assessment as of December 31, 2024, no goodwill was determined to be impaired.
The Company will continue to monitor the fair value of its Stratasys-Core reporting unit to determine whether events and changes in circumstances
such as further deterioration in the business climate or operating results, significant decline in the Company's share price, changes in management’s
business strategy or downward changes of the Company's cash flows projections, warrant further interim impairment testing.
F-36
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9. Other Intangible Assets, Net
Other intangible assets consisted of the following:
December 31, 2024
December 31, 2023
Carrying Amount,
net of Impairment
Accumulated
Amortization
Net book value
Carrying Amount,
net of Impairment
Accumulated
Amortization
Net book value
(U.S. $ in thousands)
Developed technology
$
402,976 $
(318,312) $
84,664 $
403,180 $
(300,780) $
102,400
Patents
21,902
(11,726)
10,176
19,396
(10,246)
9,150
Trademarks and trade names
22,149
(17,957)
4,192
22,286
(15,936)
6,350
Customer relationships
102,560
(95,339)
7,221
102,520
(92,639)
9,881
Capitalized software development costs
3,117
(3,117)
—
4,367
(4,367)
—
$
552,704 $
(446,451) $
106,253 $
551,749 $
(423,968) $
127,781
Amortization expenses
Amortization expense relating to intangible assets for the years ended December 31, 2024, 2023 and 2022, was approximately $ 23.9 million, $26.5
million and $37.1 million, respectively.
As of December 31, 2024, estimated future amortization expense relating to definite life intangible assets for each of the next five years and thereafter
were as follows:
Estimated amortization expenses
Year ending December 31,
(U.S. $ in thousands)
2025
$
21,440
2026
21,350
2027
20,428
2028
16,404
2029
10,558
2030 and thereafter
16,073
Total
$
106,253
No impairment charges were recorded during 2024, 2023 and 2022.
F-37
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10. Income Taxes
A. Deferred Tax Assets and Liabilities
The components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 were as follows:
December 31,
2024
2023
(U.S. $ in thousands)
Deferred tax assets
Tax losses carry forwards
755,431
$
682,095
Inventory related
2,500
2,241
Intangible assets
11,465
16,990
Provision for employee related obligations
2,380
703
Stock-based compensation expense
9,838
8,803
Deferred revenue
4,524
3,742
Property, plant and equipment
254
—
Allowance for credit losses
173
119
Research and development credit carry forwards
21,577
20,368
Research and development capitalization (including Section 174)
22,952
19,384
Basis difference in equity method investment
9,240
1,406
Other items
6,491
5,320
Gross deferred tax assets
846,825
761,171
Valuation allowance
(826,870)
(737,560)
Total deferred tax assets
19,955
23,611
Deferred tax liabilities
Intangible assets
(7,423)
(8,803)
Property, plant and equipment
(12,077)
(14,228)
Total deferred tax liabilities
(19,500)
(23,031)
Net deferred tax assets (liabilities)
455
$
580
The Company’s deferred tax assets and liabilities are classified in the consolidated balance sheets as follows:
December 31,
2024
2023
(U.S. $ in thousands)
Deferred tax assets (under "Other non-current assets")
962
$
1,303
Deferred tax liabilities
507
723
Net deferred tax assets (liabilities)
455
$
580
As of December 31, 2024 and 2023 the Company had tax net operating losses carry-forward of approximately $ 760.4 million and $702.1 million,
respectively. In addition, As of December 31, 2024, the Company reported capital losses of $ 2,535.7 million in various jurisdictions. Those tax losses
carry-forward resulted in deferred tax assets of approximately $755.4 million and $682.1 million, as of December 31, 2024 and 2023, respectively. As a
result of losses incurred in the last few years, and since the near-term realization of these assets is uncertain, the Company recorded a full valuation
allowance for its deferred tax assets that are not likely to be realized.
F-38
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation
allowance, the Company considered all available evidence, including past operating results, the most recent projections for taxable income, and prudent
and feasible tax planning strategies. The Company reassess its valuation allowance periodically and if future evidence allows for a partial or full release
of the valuation allowance, a tax benefit will be recorded accordingly.
A reconciliation of the beginning and ending balances of valuation allowance is as follows:
Valuation Allowance
U.S. $ in thousands
Balance at January 1, 2022
$
693,120
Additions
8,788
Decrease
(2,214)
Balance as of December 31, 2022
699,694
Additions
38,500
Decrease
(634)
Balance as of December 31, 2023
737,560
Additions
94,935
Decrease
(5,625)
Balance as of December 31, 2024
$
826,870
Included in the net deferred tax are net operating loss and credit carryovers of $123.2 million. Significant amount of these items will begin to expire
from December 31, 2034, whereas some losses may be carried forward indefinitely, as discussed below.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted into law. The new legislation represents fundamental and dramatic
modifications to the U.S. tax system. The Act contained several key tax provisions that impacted the Company's U.S. subsidiaries, including the
reduction of the maximum U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018. Other significant changes under the Act
included, among others, a one-time repatriation tax on accumulated foreign earnings, a limitation of net operating loss deduction to 80% of taxable
income, and indefinite carryover of post-2017 net operating losses. The Act also repealed the corporate alternative minimum tax for tax years beginning
after December 31, 2017. Losses generated prior to January 1, 2018 will still be subject to the 20-year carryforward limitation and the alternative
minimum tax. Other impacts due to the Act included the repeal of the domestic manufacturing deduction, modification of taxation of controlled foreign
corporations, a base erosion anti-abuse tax, modification of interest expense limitation rules, modification of limitation on deductibility of excessive
executive compensation, and taxation of global intangible low-taxed income.
The Act introduced new intangible income rules, Global Intangible Low-Taxed Income (GILTI) and Foreign Derived Intangible Income (FDII). The
Company has analyzed the impact of GILTI/FDII and determined that no impact should be recorded due to the U.S. subsidiaries’ net operating losses.
Thus, the Company cannot elect to include these amounts in the measurement of its deferred taxes under U.S. GAAP.
Effective in 2022, the Act requires all U.S. companies to capitalize, and subsequently amortize, R&D expenses that fall within the scope of Section
174 over five years for research activities conducted in the United States and over fifteen years for research activities conducted outside of the United
States, rather than deducting such costs in the year incurred for tax purposes. Although Congress is considering legislation that would repeal and defer
this capitalization and amortization requirement for research
F-39
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
activities performed in the United States, there is no assurance that this provision will be repealed or otherwise modified. To the extent that this provision
is not deferred, modified or repealed, and once our available Federal NOLs are fully utilized, we would incur an increase in our tax expenses and a
decrease in our cash flows provided by operations. To date, we incurred immaterial tax expense and corresponding cash flow impact at state level only.
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted into law in response to the economic
fallout of the COVID- 19 pandemic in the United States. Among the many business-related provisions, some of which related to non-income taxes, were
changes made to net operating losses (NOLs). The CARES Act amended Internal Revenue Code Section 172(b)(1) for tax years beginning in 2018, 2019
and 2020, requiring taxpayers to carry back NOLs arising in those years to the five preceding tax years, unless the taxpayer elects to waive or reduce the
carryback period. To the extent unused as a carryback, these NOLs are now carried forward indefinitely. The CARES Act suspended the Tax Cuts and
Jobs Act’s 80% limitation on NOL deductions for tax years beginning in 2018, 2019 and 2020. The 80% limitation will be reinstated for tax years
beginning after 2020, for NOLs arising in tax years after 2017.
The Company believes that all future profits of its subsidiaries will be indefinitely reinvested or that there is no expectation to distribute any taxable
dividends from these subsidiaries. The determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is
estimated as an immaterial amount.
B. Provision for Income Taxes
Loss before income taxes for the years ended December 31, 2024, 2023 and 2022 was as follows:
2024
2023
2022
(U.S. $ in thousands)
Domestic
$
(30,874)
$
(47,959)
$
(28,725)
Foreign
(53,111)
(36,628)
10,931
$
(83,985)
$
(84,587)
$
(17,794)
The components of income taxes for the years ended December 31, 2024, 2023 and 2022 were as follows:
2024
2023
2022
(U.S. $ in thousands)
Current
Domestic
$
4,976
$
8,238
$
7,301
Foreign
1,823
2,874
942
6,799
11,112
8,243
Deferred
Domestic
(3,774)
(3,993)
(1,440)
Foreign
(52)
(1,337)
(1,349)
(3,826)
(5,330)
(2,789)
Total income taxes
$
2,973
$
5,782
$
5,454
F-40
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the statutory income tax rate and the effective income tax rate for the years ended December 31, 2024, 2023 and 2022 is set forth
below:
2024
2023
2022
Statutory tax rate
23.0 %
23.0 %
23.0 %
Reduced tax rate under Israeli benefit programs
(1.5)
(5.0)
(4.3)
Exempted Profits release (see below)
—
—
(16.0)
Stock-based compensation expense
(4.0)
(3.8)
(16.1)
Permanent differences, net
—
1.0
(0.8)
Earnings taxed under foreign law with different tax rate
0.8
27.0
24.7
Valuation Allowance
(17.5)
(44.8)
(18.6)
Changes in uncertain tax positions
(5.5)
(3.8)
(22.1)
Withholding tax
(0.1)
(0.3)
—
Other
1.7
(0.1)
(0.5)
Effective income tax rate
(3.5)%
(6.8)%
(30.7)%
Uncertain tax positions
Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary
course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves
for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the
Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts
these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or changes in the tax law. The provision for income taxes
includes the impact of reserve provisions and changes to reserves that are considered appropriate.
A reconciliation of the beginning and ending balance of uncertain tax positions is as follows:
2024
2023
2022
(U.S. $ in thousands)
Balance at beginning of year
$
8,859
$
6,043
$
3,015
Additions for tax positions related to the current year
5,008
3,636
4,684
Foreign currency impact
—
—
181
Decrease related to settlements with tax authorities and lapse of applicable statutes of limitation
(354)
(458)
(500)
Classification to DTA
(3,535)
(362)
(1,337)
Balance at end of year
$
9,978
$
8,859
$
6,043
The Company’s accrual for estimated interest and penalties was $1.7 million as of December 31, 2024.
The Company is subject to income taxes in the U.S., various states, Israel and certain other foreign jurisdictions. The Company files income tax
returns in various jurisdictions with varying statutes of limitations. Tax returns of Stratasys Inc. submitted in the United States through the 2017 tax year
are considered to be final following the completion of the Internal Revenue Service examination. Tax returns of Stratasys Ltd. submitted in Israel
through the 2019 tax year are considered to be final following the completion of the Israeli Tax Authorities examination upon audit. The expiration of
the statute of
F-41
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
limitations related to the various other foreign and state income tax returns that the Company and its subsidiaries file vary by state and foreign
jurisdictions.
C. Basis of taxation:
The enacted statutory tax rates applicable to the Company’s major subsidiaries outside of Israel are as follows:
Company incorporated in the U.S.— Federal tax rate of approximately 21%.
Company incorporated in Germany—tax rate of approximately 29%.
Company incorporated in Hong Kong—tax rate of approximately 16.5%.
A significant portion of the Company’s income is taxed in Israel. The following is a summary of how the Company’s income is taxed in Israel:
Corporate tax rates in Israel for 2018 and thereafter is 23%. The Company elected to compute its taxable income in accordance with Income Tax
Regulations (Rules for Accounting for Foreign Investors Companies and Certain Partnerships and Setting their Taxable Income), 1986. Accordingly, the
Company’s taxable income or loss is calculated in U.S. dollars. Applying these regulations reduces the effect of foreign exchange rate fluctuations (of
the NIS in relation to the U.S. dollar) on the Company’s Israeli taxable income.
Tax benefits under the Israeli Law for the Encouragement of Industry (Taxation), 1969
The Company is an “Industrial Company” as defined by the Israeli Law for the Encouragement of Industry (Taxation), 1969, and, as such, is entitled
to certain tax benefits including accelerated depreciation, deduction of public offering expenses in three equal annual installments and amortization of
other intangible property rights for tax purposes.
Tax benefits under the Law for Encouragement of Capital Investments, 1959 (the “Investment Law”)
Tax incentives programs which were relevant for the company until financial year 2020
Various industrial projects of the Company have been granted “Approved Enterprise” and “Beneficiary Enterprise” status, which provided certain
benefits, including tax exemptions for undistributed income and reduced tax rates. Income not eligible for Approved Enterprise and Beneficiary
Enterprise benefits is taxed at the regular corporate rate, which was 23% in 2021.
The Company is a Foreign Investors Company, or FIC, as defined by the Investment Law. FICs are entitled to further reductions in the tax rate
normally applicable to Approved Enterprises and Beneficiary Enterprises, depending on the level of foreign ownership. When foreign (non-Israeli)
ownership equal or exceeds 90%, the Approved Enterprise and Beneficiary Enterprise income is either tax-exempt for a limit period between two to ten
years depending on the location of the enterprise or taxable at a tax rate of 10% for a 10 years period. The Company cannot assure that it will continue to
qualify as a FIC in the future or that the benefits described herein will be granted in the future.
In the event of distribution of dividends (or deemed distribution, as described below) from the said tax-exempt income during the tax exemption
period as described above, the amount distributed will be subject to tax in respect of the amount of dividend distributed (grossed up to reflect such pre-
tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate that would have been otherwise applicable if such
income had not been tax-exempted under the alternative benefits program. This rate generally ranges from 10% to 25%, depending on the level of
foreign investment in the company in each year, as explained above, Dividends paid out of income attributed to Approved Enterprise or Beneficiary
Enterprise (or out of dividends received from a company whose income is
F-42
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
attributed to an Approved or Beneficiary Enterprise) are generally subject to withholding tax at the source at the rate of 15%, unless a lower rate is
provided in a treaty between Israel and the shareholder’s country of residence (subject to the receipt in advance of a valid certificate from the Israel Tax
Authority allowing for a reduced tax rate).
The 15% tax rate is limited to dividends and distributions out of income derived during the benefits period and actually paid at any time up to 12 years
thereafter. After this period, the withholding tax is applied at a rate of up to 30%, or at the lower rate under an applicable tax treaty (subject to the receipt
in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). In the case of an FIC, the 12-year limitation on reduced
withholding tax on dividends does not apply.
On November 15, 2021, the Investment Law was amended to reduce the ability of companies to retain the tax-exempt profits. Effective August 15,
2021, dividend distributions (or deemed distribution, as described below), will be treated as if made on a pro-rata basis from all types of earnings,
including Exempt Profits (as defined below).
In parallel to the above amendment, the Investment Law was amended to provide, on a temporary basis, a reduced corporate income tax on the
distribution or release within a year from such amendment of tax-exempt profits derived by Approved and Benefited Enterprises, which we refer to as
Exempt Profits (the “Temporary Provision"). The amount of the reduced tax will be determined based on a formula. In order to qualify for the reduction,
the Company must invest certain amounts in productive assets and research and development in Israel.
Following a recent Israeli district court ruling (which is subject to deliberation of the Supreme Court), certain transactions (such as acquisitions and
intercompany loans) may be treated as deemed dividend distributions for the purpose of the Encouragement Law triggering corporate tax on the
respective amount of the transaction.
On November 13, 2022, according to the Temporary Provision, the Company released an amount of approximately $ 44.8 million out of its Exempt
Profits and accordingly paid reduced tax of approximately $2.9 million. The company operates as required by the provisions of the Temporary Provision
to qualify for the reduced tax rate.
As of December 31, 2024, remaining tax-exempt income of approximately $156.7 million is attributable to the Company’s various Approved and
Beneficiary Enterprise programs. If such tax-exempt income is distributed, it would be taxed at the reduced corporate tax rate applicable to such income,
and taxes of approximately $15.7 million would be incurred as of December 31, 2024.
Tax incentives programs which may be relevant for the company starting from financial year 2021
A January 2011 amendment to the Investment Law (the “2011 Amendment”) created alternative benefit tracks to those previously in place, as
follows: an investment grants track designed for enterprises located in certain development zones and two new tax benefits tracks (“Preferred
Enterprise” and “Special Preferred Enterprise”), which provide for application of a unified tax rate to all preferred income of the Company, as defined in
the Investment Law.
The 2011 Amendment canceled the availability of the benefits granted in accordance with the provisions of the Investment Law prior to 2011 and,
instead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the
Investment Law) effective as of January 1, 2011 and thereafter. A Preferred Company is defined as either (i) a company incorporated in Israel which is
not wholly owned by a governmental entity, or (ii) a limited partnership that: (a) was registered under the Israeli Partnerships Ordinance, and (b) all of its
limited partners are companies incorporated in Israel, but not all of them are governmental entities; which has, among other things, Preferred Enterprise
status and is controlled and managed from Israel. Pursuant to the
F-43
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2011 Amendment, a Preferred Company was entitled to a reduced corporate tax rate of 16% with respect to its preferred income attributed to its Preferred
Enterprise, unless the Preferred Enterprise was located in a certain development zone, in which case the rate was 9%. In 2017 and thereafter, the
corporate tax rate for Preferred Enterprise which is located in a certain development zone was decreased to 7.5%, while the reduced corporate tax rate for
other development zones remains 16%.
Dividends paid out of preferred income attributed to a Preferred Enterprise are generally subject to withholding tax at source at the rate of 20%, or
such lower rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority
allowing for a reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends
are subsequently distributed to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as may be provided in an
applicable tax treaty will apply.
New Tax benefits under the 2017 Amendment that became effective on January 1, 2017.
The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and was effective as of
January 1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technology Enterprises”, as described below, and is in addition to
the other existing tax beneficial programs under the Investment Law.
The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a “Preferred Technology Enterprise” and will
thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income,” as defined in the Investment Law. The tax
rate is further reduced to7.5% for a Preferred Technology Enterprise located in development zone A. In addition, a Preferred Technology Company will
enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefited Intangible Assets” (as defined in the Investment
Law) to a related foreign company if the Benefited Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS
200 million, and the sale receives prior approval from the Israeli Innovation Authority, to which we refer as the IIA.
The 2017 Amendment further provides that a technology company satisfying certain conditions will qualify as a “Special Preferred Technology
Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technology Income” regardless of the company’s geographic
location within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from
the sale of certain “Benefited Intangible Assets” to a related foreign company if the Benefited Intangible Assets were either developed by an Israeli
company or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from the IIA. A Special Preferred
Technology Enterprise that acquires Benefited Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these
benefits for at least ten years, subject to certain approvals as specified in the Investment Law Dividends distributed by a Preferred Technology Enterprise
or a Special Preferred Technology Enterprise, paid out of Preferred Technology Income, are generally subject to withholding tax at source at the rate of
20% or such lower rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax
Authority allowing for a reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld. If such dividends
are distributed to a foreign company and other conditions are met, the withholding tax rate will be 4%.
In 2021, the Company notified the Israeli tax authorities that it was waiving the Approved / Beneficiary Enterprise regime starting from tax year
2021. The Company is currently considering its qualification for the 2017 Amendment and the term and degree to which it may be qualified as a
Preferred Technology Enterprise or Special Preferred Technology Enterprise.
F-44
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pillar Two Taxation
The OECD introduced Base Erosion and Profit Shifting (“BEPS”) Pillar Two rules that impose a global minimum tax rate of 15% for large
multinational corporations. On December 12, 2022, the EU Council announced that EU member states had reached an agreement to implement the
minimum taxation component of 15% of the OECD’s reform of international taxation. Other countries have also enacted or are expected to enact
legislation to be effective as early as January 1, 2024, with general implementation of a global minimum tax by January 1, 2025. The OECD continues to
release additional guidance and the Company is monitoring the new rules and country agreements. The Company is currently evaluating the potential
impact on its consolidated financial statements and related disclosures and does not expect Pillar Two to have a material impact on its effective tax rate
or consolidated financial statements in the foreseeable future.
Note 11. Commitments and contingencies
Legal proceedings
Litigation with Nano Dimension regarding Stratasys’ Rights Plan and Nano Dimension’s tender offer
On April 25, 2023, the Company was named as a defendant in an action filed by Nano in the Tel-Aviv District Court in which Nano sought
declaratory relief declaring that Stratasys’ shareholder rights plan is both illegal and void, and also requested a court order enjoining the Company and its
directors from intervening with, or hindering in any way, a tender offer that Nano at the time intended to launch to acquire Stratasys ordinary shares.
On June 8, 2023, in its statement of defense, the Company rejected all of Nano’s claims, stating, among other things, that there was a substantial
change of circumstance since Nano’s action was filed due to Stratasys’ entry into the Desktop Metal Merger Agreement on May 25, 2023 and the launch
of Nano’s tender offer on May 25, 2023. The Company argued that its rights plan is legal under Israeli law, and that due to the many flaws and unlawful
conditions of Nano’s tender offer and Nano’s conduct and circumstances, The Company’s board was obligated to get involved and protect the Company
and its shareholders. The Company also submitted a counterclaim to the court, seeking an order restraining Nano from completing its tender offer until
certain conditions were to be fulfilled.
On July 18, 2023, in the context of an interim procedural decision, the Israeli court took the opportunity to express its preliminary view on the
legality of shareholder rights plans for Israeli companies. The court indicated that it is inclined to view rights plans as permissible under Israeli law; that
the adoption of a rights plan by a board should be viewed “with suspicion”; and that the board would bear the burden of proving certain matters related
to the adoption of such a plan.
On June 30, 2024, Nano filed an unopposed motion to dismiss its claim without prejudice or cost. On July 1, 2024, the court dismissed Nano's claim
without prejudice.
F-45
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ordinary course litigation
In addition to the foregoing litigations, the Company is also a party to various legal proceedings from time to time, the outcome of which, in the
opinion of management, will not have a significant effect on the financial position, profitability or cash flows of the Company.
Royalty commitments
As part of its acquisition of XAAR 3D on November 1, 2021, the Company assumed a royalty liability to a third party in respect of the developed
technology. Such liability was recorded based on a fair value estimate, which was determined using the valuation model used to value the developed
technology and is recorded under other non-current liabilities. As of December 31, 2024 and 2023 the royalty liability amounted to $5.3 million and $8.4
million, respectively.
Note 12. Equity
A. Share capital
The Company’s issued share capital is composed of ordinary shares, NIS 0.01 par value per share. Ordinary shares confer upon their holders the right
to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared.
The Company’s ordinary shares are traded in the United States on the Nasdaq Global Select Market under the ticker symbol “SSYS”. As of
December 31, 2024 and 2023, there were 71,982 thousand ordinary shares and 69,656 thousand ordinary shares issued and 71,716 thousand ordinary
shares and 69,656 thousand ordinary shares outstanding, net of treasury shares, respectively. The change in the issued and outstanding ordinary shares
during 2024 was attributable to exercises of stock options and RSUs under the Company’s stock-based compensation plans (including its ESPP) and the
Company's share repurchase program, see B below. During 2024 the reserve pool under the 2022 Plan was increased by 2.4 million shares.
B. Share Repurchase Program and Treasury shares
On September 16, 2024, the Company’s board of directors authorized a share repurchase program that provides for the repurchase of an amount of up
to $50 million of the Company’s ordinary shares, from time to time. Under the share repurchase program, the Company may effect repurchases by way
of a variety of methods, including open market purchases, privately negotiated transactions or otherwise, all in accordance with U.S. securities laws and
regulations, including Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may also, from
time to time, enter into plans that are compliant with Rule 10b5-1 of the Exchange Act to facilitate repurchases of its ordinary shares under the Board
authorization. The repurchase program does not obligate the Company to acquire any particular number or value of ordinary shares, and the repurchase
program may be suspended or discontinued at any time at the Company’s discretion. In accordance with Section 7C of the Israeli Companies
Regulations, the share repurchase program became effective 30 days after notice of Company's board of directors’ adoption of the repurchase program
was provided to the Company’s material creditors and secured creditors.
During the year ended December 31, 2024, the Company repurchased 266 thousand ordinary shares for approximately $2.0 million at a weighted
average cost of $7.50 per share.
F-46
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
C. Stock-based compensation plans
The Stratasys Ltd. 2012 Omnibus Equity Incentive Plan (the “2012 Plan”), which became effective upon the closing of the Stratasys-Objet merger,
provides for the grant of options, restricted shares, RSUs, PSUs and other share-based awards to the Company’s and its subsidiaries’ respective directors,
employees, officers, consultants, and to any other person whose services are considered valuable to the Company or any of its affiliates. Under the 2012
Plan, options, RSUs and PSUs generally have a contractual term of ten years from the grant date. Options granted become exercisable and RSUs are
vested over the requisite service period, which is normally a four-year period beginning on the grant date, subject to the grantee providing continued
service to the Company throughout the vesting period. PSUs are vested only upon the achievement of certain pre-determined performance metrics at
grant date. Once the performance metrics are met, vesting of PSUs is subject to continued service to the Company over the requisite service period,
which is normally a two-year to four-year period. The 2012 Plan expired pursuant to its own terms in September 2022.
As of December 31, 2024, there were an aggregate of 8,094,126 ordinary shares subject to outstanding awards under the 2012 Plan, and no further
shares available for future equity awards under the 2012 Plan, as all remaining shares under the plan were transferred to the new 2022 Plan (as described
below) upon the expiration of the 2012 Plan. All outstanding awards under the 2012 Plan continue to remain subject to the terms of the 2012 Plan, but
upon cancellation, forfeiture or expiration of any such awards for any reason, the underlying shares will be automatically transferred and added to the
pool of shares available for issuance under the 2022 Plan.
The Stratasys Ltd. 2022 Share Incentive Plan (the “2022 Plan”) became effective upon approval by the Company’s shareholders at the Company’s
2022 annual general meeting of shareholders that took place on September 15, 2022. The 2022 Plan provides for the grant of options, restricted shares,
RSUs, PSUs and other share-based awards to the Company’s and its subsidiaries’ respective directors, employees, officers, consultants, and to any other
person whose services are considered valuable to the Company or any of its affiliates. Under the 2022 Plan, options, RSUs and PSUs generally have a
contractual term of ten years from the grant date. Options granted become exercisable and RSUs are vested over the requisite service period, which is
normally a four-year period beginning on the grant date, subject to the grantee providing continued service to the Company throughout the vesting
period. PSUs are vested only upon the achievement of certain pre-determined performance metrics. Once the performance metrics are met, vesting of
PSUs is subject to continued service to the Company over the requisite service period, which is normally a two-year to four-year period. As of
December 31, 2024, 917,479 ordinary shares were subject to existing awards under the 2022 Plan, including shares that may be rolled over from the
Stratasys 2012 Plan, were available for future equity awards under the 2022 Plan.
F-47
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock options
A summary of the stock option activity for the year ended December 31, 2024 is as follows:
Number of Options
Weighted Average Exercise Price
Options outstanding as of December 31, 2023
1,360,652
$
20.67
Granted
90,181
9.32
Exercised
(12,413)
12.30
Forfeited
(188,416)
25.70
Options outstanding as of December 31, 2024
1,250,004
$
19.18
Options exercisable as of December 31, 2024
972,323
$
20.62
The following table summarizes information about stock options outstanding at December 31, 2024:
Options Outstanding
Options Exercisable
Range of Exercise Prices
Outstanding options at
December 31, 2024
Options Outstanding
Weighted- Average Remaining
Contractual Life in Years
Weighted- Average
Exercise Price
Exercisable options at
December 31, 2024
Weighted-Average
Exercise Price
$
3.58
$
19.61
588,500
6.58 $
15.10
310,819 $
15.99
$
19.66
$
22.28
463,400
2.74
20.43
463,400
20.43
$
22.47
$
27.83
121,926
3.40
24.36
121,926
24.36
$
29.53
$
35.16
76,178
0.30
34.73
76,178
34.73
1,250,004
4.46 $
19.18
972,323 $
20.62
Aggregate intrinsic value (U.S. $
in thousands)
$
4.9
$
4.9
As of December 31, 2024, the weighted-average remaining contractual life of exercisable options was 3.84 years. The total intrinsic value of options
exercised during 2024, 2023 and 2022 was approximately $0.2 million, $0.0 million and $0.3 million, respectively.
The Company used the Black-Scholes option-pricing model to determine the fair value of options granted during 2024, 2023 and 2022. The following
assumptions were applied in determining the options’ fair value on their grant date:
2024
2023
2022
Risk-free interest rate
4.2%
4.1%
—
4.7%
3.6%
—
3.9%
Expected option term (years)
5.5
5.5
5.5
Expected share price volatility
61.8%
61.0%
—
61.2%
60.3%
—
61.4%
Dividend yield
—
—
—
Weighted average grant date fair value
$4.24
$9.75
$7.42
As of December 31, 2024, the Company had 277,681 unvested stock options outstanding. As of December 31, 2024, the unrecognized compensation
cost related to all unvested, equity- classified stock options of $272,699 thousand is expected to be recognized as an expense on a straight-line basis over
a weighted-average period of 1.13 years.
F-48
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Stock Units and Performance Stock Units
A summary of the Company’s RSUs and PSUs activity for the year ended December 31, 2024 is as follows:
Number of RSUs and PSUs
Weighted Average
Grant Date Fair Value
Unvested RSUs and PSUs outstanding as of December 31, 2023
3,842,232
$
17.95
Granted
2,632,097
10.68
Vested
(1,551,332)
18.31
Forfeited
(977,877)
15.23
Unvested RSUs and PSUs outstanding as of December 31, 2024
3,945,120
$
13.67
The total vesting-date value of equity classified RSUs vested during 2024 was $16.8 million. As of December 31, 2024, the unrecognized
compensation cost related to all unvested equity classified RSUs and PSUs of $37.1 million is expected to be recognized as an expense on a straight-line
basis over a weighted-average period of 2.51 years.
Stock-based compensation expense for stock options, equity classified RSUs, PSUs and ESPPs included in the Company’s Statements of Operations and
Comprehensive Loss were allocated as follows:
Year ended December 31,
2024
2023
2022
(U.S. $ in thousands)
Cost of revenues
$
3,073
$
3,701
$
4,082
Research and development, net
7,270
7,932
7,113
Selling, general and administrative
15,275
19,981
22,266
$
25,618
$
31,614
$
33,461
Employee Stock Purchase Plan
In October 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). As of December 31, 2024, the maximum aggregate
number of ordinary shares that may be purchased initially under the ESPP was 5,200,000 shares.
The ESPP is implemented through an offering every six months. According to the ESPP, eligible employees may use up to 15% of their salaries to
purchase ordinary shares. The price of an ordinary share purchased under the ESPP is equal to 85% of the lower of the fair market value of the ordinary
share on the beginning of each offering period or on the purchase date.
As of December 31, 2024, 1,574,022 ordinary shares had been purchased under the ESPP.
As of December 31, 2024, 3,625,978 ordinary shares are available for future issuance under the ESPP.
In accordance with ASC Topic 718, the ESPP is considered compensatory and, as such, results in recognition of stock-based compensation expenses.
F-49
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
D. Accumulated other comprehensive loss
The following tables present the changes in the components of accumulated other comprehensive loss, net of taxes, for the years ended December 31,
2024, 2023 and 2022:
Year Ended December, 31 2024
Net unrealized gain
(loss) on cash flow
hedges
Foreign currency
translation
adjustments
Total
U.S. $ in thousands
Balance as of January 1, 2024
$
1,790
$
(8,869)
$
(7,079)
Other comprehensive income (loss) before reclassifications
5,656
(4,069)
1,587
Amounts reclassified from accumulated other comprehensive loss
(2,539)
—
(2,539)
Other comprehensive income (loss), net of tax
3,117
(4,069)
(952)
Balance as of December 31, 2024
$
4,907
$
(12,938)
$
(8,031)
Year Ended December, 31 2023
Net unrealized gain
(loss) on cash flow
hedges
Foreign currency
translation
adjustments
Total
U.S. $ in thousands
Balance as of January 1, 2023
$
(299)
$
(12,519)
$
(12,818)
Other comprehensive income (loss) before reclassifications
(1,797)
3,650
1,853
Amounts reclassified from accumulated other comprehensive income
3,886
—
3,886
Other comprehensive income, net of tax
2,089
3,650
5,739
Balance as of December 31, 2023
$
1,790
$
(8,869)
$
(7,079)
Year Ended December, 31 2022
Net unrealized gain
(loss) on cash flow
hedges
Foreign currency
translation
adjustments
Total
U.S. $ in thousands
Balance as of January 1, 2022
$
1,572
$
(10,343)
$
(8,771)
Other comprehensive loss before
reclassifications
(1,566)
(2,176)
(3,742)
Amounts reclassified from accumulated other comprehensive loss
(305)
—
(305)
Other comprehensive loss, net of tax
(1,871)
(2,176)
(4,047)
Balance as of December 31, 2022
$
(299)
$
(12,519)
$
(12,818)
F-50
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
E. Rights plan
On July 24, 2022, the Company’s board of directors adopted a shareholder rights plan (the “Initial Rights Plan”) to protect the interests of the
Company’s shareholders. Each Right entitled the registered holder thereof to purchase from the Company one ordinary share at a price of NIS 0.01 per
share, subject to adjustment, once the Rights were to become exercisable, and subject to the exercise terms and conditions thereof described in a related
Rights Agreement, dated as of July 25, 2022, between the Company and Continental Stock Transfer & Trust Company, as rights agent. The Rights were
to become exercisable only if an entity, person, or group were to acquire beneficial ownership of 15% or more of the Company’s outstanding ordinary
shares in a transaction not approved by the Company’s board of directors. The Initial Rights Plan initially had a 364-day term, expiring on July 24, 2023,
which was extended to December 31, 2023. Under a Third Amendment to Rights Agreement, entered into on December 21, 2023, the Initial Rights Plan
and the related Rights Agreement were terminated in conjunction with the adoption of the New Rights Plan (as described below).
On December 21, 2023, prior to the expiration of the Initial Rights Plan, the Company’s board of directors unanimously adopted a limited-duration
shareholder rights plan (the “New Rights Plan”, together with the Initial Rights Plan, collectively, the “Rights Plans”) to protect the interests of the
Company’s shareholders, in replacement of the Initial Rights Plan. At the time of the board’s adoption of the New Rights Plan, the Company entered into
an accompanying Shareholder Rights Agreement, dated as of December 21, 2023 (as amended, the “New Rights Agreement”), with Continental Stock
Transfer & Trust Company, as rights agent. The New Rights Plan was to expire on December 19, 2024. The New Rights Plan, if triggered, will
significantly dilute the ownership of any entity, person or group that acquires beneficial ownership of 15% or more of the Company’s outstanding
ordinary shares in a transaction not approved by the Company’s board of directors. The New Rights Plan contains enhanced shareholder protections that
are intended to limit the scope of the New Rights Plan. The New Rights Plan is designed to give all of the Company’s shareholders (other than an
offeror) a way to voice their position directly to the Company’s board of directors on certain types of offers and whether the plan should apply to those
offers, and, in other circumstances, to exempt an offer from the plan altogether.
On December 19, 2024, the Company’s board of directors approved an extension to the New Rights Plan and entered into an accompanying
amendment (the “First Amendment”) to the New Rights Agreement. The First Amendment was effective immediately prior to the expiration of the
Rights under the New Rights Agreement, and extended the date of expiration of the Rights under the New Rights Plan to December 19, 2025.
The adoption of the Rights Plans was intended to protect the long-term interests of Stratasys and all Stratasys shareholders. The Rights Plans were
designed to reduce the likelihood that any entity, person, or group would gain control of, or significant influence over, Stratasys through the open-market
accumulation of the Company’s shares without appropriately compensating all Stratasys shareholders for control. The Rights Plans were meant to
encourage anyone seeking to gain a significant interest in Stratasys to negotiate directly with the Company’s board of directors prior to attempting to
control or significantly influence the Company. Further to those goals, the Rights could cause substantial dilution to a person or group that would acquire
15% or more of the ordinary shares of the Company or any existing holder of 15% or more of the ordinary shares who would acquire any additional
ordinary shares without the approval of the Company’s board of directors.
F-51
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13. Derivatives and Hedging Activities
The Company carries out transactions involving foreign currency exchange derivative financial instruments. The transactions are designed to hedge
the Company’s exposure to change in relative value of currencies other than the U.S. dollar. The Company is primarily exposed to foreign exchange risk
with respect to recognized assets and liabilities and forecasted transactions denominated in the New Israeli Shekel (“NIS”) and, the Euro. Gains and
losses on the hedging instruments offset losses and gains on the hedged items.
The following table summarizes the consolidated balance sheets classification and fair values of the Company’s derivative instruments:
Fair Value
Notional Amount
December 31
December 31
Balance sheet location
2024
2023
2024
2023
U.S. $ in thousands
Assets derivatives - Foreign exchange contracts, not
designated as hedging instruments
Other current assets
$
71 $
164 $
29,244 $
82,873
Assets derivatives - Foreign exchange contracts, designated
as cash flow hedge
Other current assets
4,005
2,087
89,414
51,830
Liability derivatives - Foreign exchange contracts, not
designated as hedging instruments
Accrued expenses and other
current liabilities
(21)
(51)
82,818
21,168
Liability derivatives - Foreign exchange contracts,
designated as cash flow hedge
Accrued expenses and other
current liabilities
(3)
(657)
5,687
74,054
$
4,052 $
1,543 $
207,163 $
229,925
Foreign exchange contracts not designated as hedging instruments
As of December 31, 2024, the notional amounts of the Company’s outstanding exchange forward contracts, not designated as hedging instruments,
were $112.1 million and were used to reduce foreign currency exposures of the Euro, New Israeli Shekel (the “NIS”), British Pound, Japanese Yen,
Korean Won and Chinese Yuan. With respect to such derivatives, gain of $4.4 million, gain of $0.5 million and gain of $2.1 million were recognized
under financial income (expenses), net for the years ended December 31, 2024, 2023 and 2022, respectively. Such gains partially offset the revaluation
losses of the balance sheet items, which are also recognized under financial income (expenses), net.
Cash Flow Hedging—Hedges of Forecasted Foreign Currency Payroll and other operating expenses
As of December 31, 2024 and 2023, the Company had in effect foreign exchange forward contracts for the conversion of $46.7 million and $46.2
million, respectively, into NIS. These foreign exchange forward contracts were designated as cash flow hedge for accounting purposes. The Company
uses short-term cash flow hedge contracts to reduce its exposure to variability in expected future cash flows resulting mainly from payroll costs
denominated in NIS. The changes in fair value of those contracts are included in the Company’s accumulated other comprehensive loss.
F-52
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Flow Hedging—Hedges of Forecasted Foreign Currency Revenue
The Company transact business in U.S. Dollars and in various other currencies. The Company may use foreign exchange or forward contracts to
hedge certain cash flow exposures resulting from changes in these foreign currency exchange rates. These foreign exchange contracts, carried at fair
value, have maturities of up to twelve months. The Company enters into these foreign exchange contracts to hedge a portion of its forecasted foreign
currency denominated revenue in the normal course of business and accordingly, they are not speculative in nature.
As of December 31, 2024, the Company had in effect foreign exchange forward contracts, designated as cash flow hedge for accounting purposes, for
the conversion of €43.2 million into dollars.
To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be
highly effective in offsetting changes to future cash flows on hedged transactions. The Company record changes in fair value of these cash flow hedges
in accumulated other comprehensive income (loss) in its consolidated balance sheets, until the forecasted transaction occurs. When the forecasted
transaction occurs, the Company reclassify the related gain or loss to the same statement of operations line item as the hedged item (revenue or payroll
and other operating expenses). In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the
Company reclassifies the gain or loss on the related cash flow hedge from accumulated other comprehensive income (loss) to the same statement of
operations line item as the hedged item. If the Company does not elect hedge accounting, or the contract does not qualify for hedge accounting treatment,
the changes in fair value from period to period are recorded under financial income (expenses), net.
Revenues
Cost of sales
Research and
development, net
Selling, general and
administrative
Financial income, net
Other comprehensive
income (loss), net of tax
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
U.S. $ in thousands
Line items in which effects of
hedges are recorded
$
572,458
$
627,598
$
315,642
$
360,574
$
99,142
$
94,425
$
243,335
$
260,179
$
1,676
$
2,993
$
(952)
$
5,739
Foreign exchange contracts
designated as hedging instrument
(1,292)
1,578
(111)
472
(378)
1,604
(758)
3,030
—
—
5,656
(1,797)
Foreign exchange contracts not
designated as hedging instrument
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
(4,363)
$
(470)
$
—
$
—
F-53
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14. Entity-Wide Disclosure
Revenues by geographic area for the years ended December 31, 2024, 2023 and 2022 were as follows*:
Year Ended December, 31
2024
2023
2022
(U.S. $ in thousands)
Americas (primarily the United States) **
$
341,737
$
389,770
$
415,428
EMEA ***
158,465
155,942
141,660
Asia Pacific
72,256
81,886
94,395
$
572,458
$
627,598
$
651,483
* Revenues are attributed to geographic areas based on the location of customer.
** Revenues in the United States amounted to $ 322.5 million, $366.5 million and $390.7 million for the years ended December 31, 2024, 2023
and 2022 respectively, and are included under the Americas region in the above table.
*** Revenues in Israel amounted to $ 4.4 million, $5.5 million and $5.4 million for the years ended December 31, 2024, 2023 and 2022
respectively, and are included under the EMEA region in the above table.
No single customer accounted for 10% or more of Company’s total revenues, or Company’s net accounts receivable, in any fiscal year presented.
Property, plant and equipment and right-of-use assets of leases by geographical area were as follows:
December 31,
2024
2023
(U.S. $ in thousands)
Americas (primarily the United States)
$
66,221
$
59,473
EMEA
146,632
153,749
Asia Pacific
3,695
3,225
$
216,548
$
216,447
Property, plant and equipment that were located in Israel had an aggregate value, as reflected on the Company’s balance sheets, amounting to $ 120.6
million and $126.2 million as of December 31, 2024 and 2023, respectively and are included under the EMEA region in the above table.
Right-of-use assets that were located in Israel had an aggregate value of $1.3 million and $0.8 million as of December 31, 2024 and 2023 respectively
and are included under the EMEA region in the above table.
F-54
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15. Net loss per Share
The following table presents the computation of basic and diluted net loss per share:
Year ended December 31,
2024
2023
2022
(US $ in thousands, except per share amounts)
Numerator:
Net loss attributable to Stratasys Ltd. for basic and diluted net loss per share
$
(120,283)
$
(123,074)
$
(28,974)
Denominator:
Weighted average shares, net of treasury shares – denominator for basic and diluted net
loss per share
70,858
68,666
66,491
Net loss per share Basic and diluted
$
(1.70)
$
(1.79)
$
(0.44)
The computation of diluted net loss per share for the years ended December 31, 2024, 2023 and 2022 excluded share awards of 5.2 million, 5.2
million and 5.1 million, respectively, because their inclusion would have had an anti-dilutive effect on the diluted net loss per share.
F-55
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 16. Leases
The Company’s operating lease expenses are recognized on a straight-line basis. Operating lease cost for the years ended December 31, 2024, 2023
and 2022, were as follows:
December 31,
2024
2023
2022
(U.S. $ in thousands)
Operating lease cost:
Fixed payments and variable payments that depend on an index or rate
$
8,444
$
10,090
$
8,951
Total operating lease cost
$
8,444
$
10,090
$
8,951
Cash flow and other information related to operating leases were as follows:
December 31,
2024
2023
2022
(U.S. $ in thousands)
Cash paid for amounts included in the measurement of lease liabilities
$
7,272
$
8,885
$
8,372
Right-of-use assets obtained in exchange for new operating lease liabilities
$
20,808
$
7,142
$
12,057
December 31,
2024
2023
2022
(U.S. $ in thousands)
Weighted-average remaining lease term — operating leases
11.80 years
4.73 years
4.11 years
Weighted-average discount rate — operating leases
5.56%
4.47%
4.17%
Maturities of operating lease liabilities were as follows:
December 31,
2024
(U.S. $ in thousands)
2025
$
7,321
2026
6,004
2027
3,964
2028
3,600
2029 / and thereafter
27,254
Total operating lease payments
48,143
Less: imputed interest
(16,053)
Present value of lease liabilities
$
32,090
F-56
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Segment
The chief operating decision maker (“CODM”) manages the Company’s business activities as a single operating and reportable segment and review
financial information prepared on a consolidated basis. The Company's reportable segment generates revenues through the sale of its 3D printing
systems, related services and consumables and by providing additive manufacturing (“AM”) solutions. The CODM reviews and utilizes budget-to-actual
variances of profit measures and functional expenses (Cost of revenues, Research and development, net, and Selling, general and administrative), at the
consolidated level to manage the Company’s operations and to make key operating decisions. Other segment items included in consolidated net income
are Financial income, net and the Income tax expenses, which are reflected in the consolidated statements of comprehensive income.
Note 18. Restructuring costs
During the year ended December 31, 2023, the Company initiated certain restructuring activities for some parts of its operations, as part of aligning
the business to the Company's growth strategy and streamlining the organization for improved efficiency. In connection with these activities, certain
operations were discontinued, and others were divested. These restructuring activities resulted in an impairment charge to fixed assets, inventory write-
off, employees related expenses and other charges for a total amount of $19.2 million. During the year ended December 31, 2023 the Company recorded
restructuring charges of $12.3 million, $2.7 million and $4.2 million under cost of revenues; research and development and selling, general and
administrative, respectively. The restructuring activities were substantially completed the implementation of this initiative by December 31, 2023.
In August 2024, the Company announced a cost savings initiative (the “2024 Restructuring Plan”) that includes a global workforce reduction. As a
result of this restructuring plan, the Company expects $40 million of aggregate annualized cost savings. The Company substantially completed the
implementation of this initiative by the end of 2024.
During the twelve months ended December 31, 2024 the Company recorded the following activity related to the 2024 Restructuring Plan in accrued
expenses and other current liabilities on its balance sheet (in thousands):
Year ended December 31, 2024
(U.S. $ in thousands)
Accrued expenses and other current liabilities as of January 1, 2024
$
—
Restructuring charges
10,058
Cash payments
(6,199)
Accrued expenses and other current liabilities as of December 31, 2024
$
3,859
During the twelve months ended December 31, 2024 the Company recognized the following restructuring charges, which were expensed as follows
(in thousands):
Year ended December 31, 2024
(U.S. $ in thousands)
Cost of revenues
$
571
Research and development, net
4,373
Selling, general and administrative
5,114
Total restructuring charges
$
10,058
F-57
STRATASYS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 19. Subsequent Events
Entry into PIPE Transaction
On February 2, 2025, the Company entered into a securities purchase agreement (the “PIPE SPA”) with Fortissimo Capital Fund VI, L.P. (together
with its affiliates, collectively, “Fortissimo”), an Israeli private equity fund, pursuant to which Fortissimo will invest $120 million in Stratasys and
acquire 11,650,485 newly-issued ordinary shares (such transaction, the “PIPE”). Upon (and subject to) completion of the PIPE, Fortissimo will hold
approximately 15.5% of the Company's issued and outstanding ordinary shares. The PIPE is expected to close during the second quarter of 2025, subject
to review by the U.S. Committee on Foreign Investment in the United States and other customary closing conditions. In connection with its entry into
the PIPE SPA, the Company’s board of directors agreed to exempt any acquisition of ordinary shares by Fortissimo pursuant to the PIPE and thereafter
from the applicability of the New Rights Plan. Instead, Fortissimo will be subject to certain standstill and voting restrictions under a shareholder
agreement to be entered into upon (and subject to) the closing of the PIPE.
F-58
ITEM 19. EXHIBITS.
Exhibit Number
Document Description
1.1
Amended and Restated Articles of Association of Stratasys Ltd.
1.2
Memorandum of Association of Stratasys Ltd. (formerly known as Objet Ltd.)
2.1
Specimen ordinary share certificate of Stratasys Ltd.
2.2
Description of ordinary shares of Stratasys Ltd*
2.3
Shareholder Rights Agreement, dated December 21, 2023, by and between Stratasys Ltd. and Continental Stock Transfer & Trust Company
2.4
First Amendment to Shareholder Rights Agreement, dated as of December 19, 2024, between Stratasys Ltd. and Continental Stock Transfer &
Trust Company, as rights agent
4.1
Stratasys Ltd. 2022 Share Incentive Plan, as amended
4.2
Stratasys Ltd. 2012 Omnibus Equity Incentive Plan, as amended
4.3
Stratasys Ltd. 2021 Employee Share Purchase Plan
4.4
Form of Indemnification Agreement by and between Stratasys Ltd. (formerly known as Objet Ltd.) and each of its directors and executive
officers
4.5
OEM Purchase and License Agreement,effective as of May 5, 2011, by and between Stratasys Ltd. (formerly known as Objet Geometries Ltd.)
and RicohPrinting Systems America, Inc.
4.6
Assignment, dated June 1, 1994, from S. Scott Crump, James W. Comb, William R. Priedeman, Jr., and Robert Zinniel to Stratasys, Inc. (a
subsidiary of Stratasys Ltd.) with respect to a patent application for a process and apparatus of support removal for three-dimensional modeling
4.7
Stratasys Ltd. Compensation Policy for Executive Officers and Directors
4.8.1
Employment Agreement, effective as of February 18, 2020, by and between Stratasys Ltd. and Yoav Zeif
4.8.2
Amendment, effective as of November 7, 2024, to the Employment Agreement, effective as of February 18, 2020, by and between Stratasys
Ltd. and Yoav Zeif
8.1
Subsidiary List of Stratasys Ltd.*
11.1
Stratasys Ltd. Insider Trading Policy*
12.1
Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act*
12.2
Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act*
13
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
15.1
Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public
accounting firm*
97.1
Stratasys Ltd. Policy for Recovery of Erroneously Awarded Compensation
101
The following financial information from Stratasys Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2024 formatted in
XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2024 and 2023; (ii) Consolidated
Statements of Operations and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022; (iii) Consolidated Statements of
Changes in Equity for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statements of Cash Flows for the years ended
December 31, 2024, 2023 and 2022; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.
104
Cover Page Interactive Data File
*Filed herewith
# Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request.
Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed with the SEC on June
8, 2012
Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed
with the SEC on August 6, 2012
Incorporated by reference to Exhibit 4.1 to the registrant’s report of foreign private issuer on Form 6-K furnished to the SEC on December 21, 2023
Incorporated by reference to Exhibit 4.2 to the registrant’s report of foreign private issuer on Form 6-K furnished to the SEC on December 20, 2024
Incorporated by reference to Exhibit 99.1 to the registrant’s report of foreign private issuer on Form 6-K furnished to the SEC on August 26, 2022
Incorporated by reference to Exhibit 4.2 to the registrant’s annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on
March 3, 2023
Incorporated by reference to Appendix A to the registrant’s proxy statement for its 2021 annual general meeting of shareholders, attached as Exhibit
99.2 to the registrant’s report of foreign private issuer on Form 6-K furnished to the SEC on October 13, 2021
Incorporated by reference to Exhibit 10.7 to the registrant’s registration statement on Form F-4, SEC File No. 333- 182025, filed with the SEC on
June 8, 2012
Incorporated by reference to Exhibit 10.10 to the registrant’s registration statement on Form F-4, SEC File No. 333-182025, filed with the SEC on
June 8, 2012
Incorporated by reference to Amendment No. 1 to Stratasys, Inc.’s registration statement on Form SB-2 (SEC File No. 333-99108) filed with the
SEC on December 20, 1995
Incorporated by reference to Exhibit 99.1 to the amended report of foreign private issuer on Form 6-K/A furnished to the SEC on October 18, 2024
Incorporated by reference to Exhibit 4.8 to the registrant’s annual report on Form 20-F for the year ended December 31, 2019, filed with the SEC
on February 26, 2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
1
2
3
4
5
6
7
8
9
10
11
12
Incorporated by reference to Appendix B to the registrant’s proxy statement for the registrant’s 2024 annual general meeting of shareholders,
attached as Exhibit 99.1 to the registrant’s report of foreign private issuer on Form 6-K furnished to the SEC on October 1, 2024
Incorporated by reference to Exhibit 97.1 to the registrant’s annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC
on March 11, 2024
13
14
152
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report filed on its behalf.
STRATASYS LTD.
/s/ Yoav Zeif
Name: Yoav Zeif
Title: Chief Executive Officer and Director
March 6, 2025
153
Exhibit 1.1
ARTICLES OF ASSOCIATION
OF
STRATASYS LTD.
A COMPANY LIMITED BY SHARES
UNDER THE COMPANIES LAW - 1999
1. INTERPRETATION.
1.1. In these Articles, unless the context requires another meaning the words in the first column of the following table shall have the meanings set opposite them in the
second column:
“Articles”
these Articles of Association, as amended from time to time by a Resolution (as defined
below);
“Auditors”
the auditors of the Company;
“Board of Directors” or the “Board”
all of the directors of the Company holding office pursuant to these Articles, including
alternates, substitutes or proxies
“Chief Executive Officer”
chief executive officer of the Company;
“Chairman of the Board of Directors”
as defined in Article 79;
“Companies Law” or the “Law”
the Companies Law, 5759-1999, of the State of Israel, as amended from time to time, or any
other law which may come in its stead, including all amendments made thereto;
“Company”
Stratasys Ltd;
“External Directors”
as defined in the Companies Law;
“General Meeting”
any annual or extraordinary meeting of the shareholders of the Company;
“Incapacitated Person”
according to the meaning thereof under the Legal Capacity and Guardianship Law, 5722-
1962, of the State of Israel, as amended from time to time, including a minor who has not
yet attained the age of 18 years, a person unsound of mind and a bankrupt in respect of
whom no rehabilitation has been granted;
“Month” or “Year”
according to the Gregorian calendar;
“NIS”
New Israeli Shekels;
“Office”
the registered office of the Company at that time;
“Office Holder”
as defined in the Companies Law;
“Person”
includes an individual, corporation, company, cooperative society, partnership, trust of any
kind or any other body of persons, whether incorporated or otherwise;
“Register”
the Register of Shareholders administered in accordance with Section 127 of the Law;
“Resolution”
a resolution of shareholders of the Company, including a resolution approving a merger,
which, except as required under the Law or these Articles, shall be adopted by a majority of
voting power present and voting at the applicable General Meeting, in person or by proxy;
“U.S. Rules”
the rules of the NASDAQ Stock Market (or other stock exchange on which the Company’s
shares are then listed) and the U.S. securities rules and regulations, as amended from time to
time;
“writing”
handwriting, typewriting, photography, telex, email or any other legible form of writing.
1.2. Words and expressions defined in the Memorandum of Association of the Company shall have the meanings in these Articles as ascribed to them therein.
1.3. Subject to the provisions of this Article 1, in these Articles, unless the context necessitates another meaning, terms and expressions which have been defined in the
Companies Law shall have the meanings ascribed to them therein.
1.4. Words in the singular shall also include the plural, and vice versa. Words in the masculine shall include the feminine and vice versa, and words which refer to persons
shall also include corporations, and vice versa.
1.5. The captions to articles in these Articles are intended for the convenience of the reader only, and no use shall be made thereof in the interpretation of these Articles.
LIMITED LIABILITY
2. The Company is a limited liability company and each shareholder’s obligations for the Company’s obligations shall be limited to the payment of the nominal value of the shares
held by such shareholder, subject to the provisions of the Companies Law.
THE COMPANY’S OBJECTIVES
3. The Company’s objectives are to conduct all types of business as are permitted by law. The Company may donate a reasonable amount of money for any purpose that the Board
of Directors finds appropriate, even if the donation is not for business considerations or for the purpose of achieving profits for the Company.
THE BUSINESS
4. Any branch or type of business that the Company is authorized to engage in, either expressly or implied, may be commenced or engaged in by the Board of Directors at all or
any time as it deems fit. The Board of Directors, at its own discretion, shall be entitled to cease the conduct of any such branch or type of business, whether or not the
actual conduct thereof has commenced.
REGISTERED OFFICE
5. The registered office shall be at such place as is decided from time to time by the Board of Directors.
SHARE CAPITAL
6. The share capital of the Company consists of NIS 1,800,000 divided into 180,000,000 Ordinary Shares, of a nominal value of NIS 0.01 each (the “Ordinary Shares”). The
powers, preferences, rights, restrictions, and other matters relating to the Ordinary Shares are as set forth in the Articles.
7. RIGHTS ATTACHING TO THE ORDINARY SHARES.
7.1. The Ordinary Shares in respect of which all calls have been fully paid shall confer on the holders thereof the right to attend and to vote at General Meetings of the
Company, both ordinary as well as extraordinary meetings. At General Meetings of the Company every holder of an Ordinary Share in respect of which all of the
calls on such share have been paid in full, who is personally present or represented by proxy, shall have 1 (one) vote in respect of such Ordinary Share held by
him, without reference to the nominal value thereof.
7.2. The Ordinary Shares shall confer on a holder thereof the right to receive a dividend, to participate in a distribution of bonus shares and to participate in the distribution
of the assets of the Company upon its winding-up, pro rata to the nominal amount paid up on the shares or credited as paid up in respect thereof, and without
reference to any premium which may have been paid in respect thereof.
7.3. Except as may expressly provided in these Articles, all Ordinary Shares shall rank pari passu in all respects.
8. MODIFICATION OF CLASS RIGHTS.
8.1. Subject to applicable law, if at any time the share capital of the Company is divided into different classes of shares and unless the terms of issue of such class of shares
otherwise stipulate, the rights attaching to any class of shares (including rights prescribed in the terms of issue of the shares) may be altered, modified or canceled,
by a Resolution passed at a separate General Meeting of the shareholders of that class.
8.2. The provisions contained in these Articles with regard to General Meetings shall apply, mutatis mutandis as the case may be, to every such General Meeting of the
holders of each class of the Company’s shares.
8.3. The special rights conferred on the holders of shares or any class of shares which have been issued, including without limitation shares issued with preferential rights
or other special rights, shall not be deemed to have been altered by the creation or issue of additional shares ranking pari passu with them, unless otherwise
stipulated in the conditions of issue of such shares.
9. ISSUANCE OF PREFERRED SHARES
Without prejudice to the special rights conferred on the holders of shares or debentures of the Company, the Company may issue shares having preferred or deferred
rights, or may issue redeemable preference shares and may redeem same on such conditions and in such manner as the Company shall decide, subject to the provisions of any
applicable law, from time to time, or may issue shares having special rights in regard to the distribution of dividends, voting rights, rights on winding-up or in connection with
any other matters, as the Company may from time to time decide.
10. UNISSUED SHARE CAPITAL
The unissued shares in the capital of the Company shall be under the control of the Board of Directors, which shall be entitled to allot or otherwise grant the same to such
persons under such restrictions and conditions as it shall deem fit, whether for consideration or otherwise, and whether for consideration in cash or for consideration which is not
in cash, above their nominal value or at a discount, all on such conditions, in such manner and at such times as the Board of Directors shall deem fit, subject to the provisions of
the Law. The Board of Directors shall be entitled, inter alia, to differentiate between shareholders with regard to the amounts of calls in respect of the allotment of shares (to
the extent that there are calls) and with regard to the time for payment thereof. The Board of Directors may also issue options or warrants for the purchase of shares of the
Company and prescribe the manner of the exercise of such options or warrants, including the time and price for such exercise and any other provision which is relevant to the
method for distributing the issued shares of the Company amongst the purchasers thereof.
11. The Board of Directors shall be entitled to prescribe the times for the issue of shares of the Company and the conditions therefor and any other matter which may arise in
connection with the issue thereof.
12. In every case of a rights offering the Board of Directors shall be entitled, in its discretion, to resolve any problems and difficulties arising or that are likely to arise in regard to
fractions of rights, and without prejudice to the generality of the foregoing, the Board of Directors shall be entitled to specify that no shares shall be allotted in respect of
fractions of rights, or that fractions of rights shall be sold and the (net) proceeds shall be paid to the persons entitled to the fractions of rights, or, in accordance with a
decision by the Board of Directors, to the benefit of the Company.
INCREASE OF AND ALTERATIONS TO CAPITAL
13. The Company may, from time to time, by a Resolution, increase its share capital by way of the creation of new shares, whether or not all the existing shares have been issued
up to the date of the Resolution, whether or not it has been decided to issue same, and whether or not calls have been made on all the issued shares.
14. The increase of capital shall be in such amount and divided into shares of such nominal value, and with such restrictions and conditions and with such rights and privileges as
the Resolution dealing with the creation of the shares prescribes, subject to the special rights of an existing class of shares, and if no provisions are contained in the
Resolution, then as the Board of Directors shall prescribe.
15. Unless otherwise stated in the Resolution approving the increase of the share capital, the new shares shall be subject to those provisions in regard to issue, allotment, alteration
of rights, payment of calls, liens, forfeiture, transfer, transmission and other provisions which apply to the shares of the Company.
16. By Resolution, the Company may, subject to any applicable provisions of the Law:
16.1. consolidate its existing share capital, or any part thereof, into shares of a larger denomination than the existing shares:
16.2. sub-divide its share capital, in whole or in part, into shares of a smaller denomination than the nominal value of the existing shares and without prejudice to the
foregoing, one or more of the shares so created may be granted any preferred or deferred rights or any special rights with regard to dividends, participation in
assets upon winding-up, voting and so forth, subject to the provisions of these Articles;
16.3. reduce its share capital; or
16.4. cancel any shares which on the date of passing of the Resolution have not been issued and to reduce its share capital by the amount of such shares.
17. In the event that the Company shall adopt any of the Resolutions described in Article 16 above, the Board of Directors shall be entitled to prescribe arrangements
necessary in order to resolve any difficulty arising or that is likely to arise in connection with such Resolutions, including in the event of a consolidation, in which
it shall be entitled to prescribe which shares shall be consolidated into a particular class of shares, and may cause the transfer of fractional shares by certain
shareholders of the Company to other shareholders thereof so as to most expediently preclude or remove any fractional shareholdings, and cause the transferees of
such fractional shares to pay the transferors thereof the fair value thereof, and the Board of Directors is hereby authorized to act in connection with such transfer,
as agent for the transferors and transferees of any such fractional shares, with full power of substitution, for the purposes of implementing the provisions of this
Article 17.
SHARE CERTIFICATES
18. To the extent shares are certificated, share certificates evidencing title to the shares of the Company shall be issued under the seal or rubber stamp of the Company, and
together with the signatures of two members of the Board of Directors, or one director together with the Chief Executive Officer. The Board of Directors shall be entitled
to decide that the signatures be effected in any mechanical or electronic form, provided that the signature shall be effected under the supervision of the Board of Directors
in such manner as it prescribes.
19. Every shareholder shall be entitled, free of charge, to one certificate in respect of all the shares of a single class registered in his name in the Register.
20. The Board of Directors shall not refuse a request by a shareholder to obtain several certificates in place of one certificate, unless such request is, in the opinion of the Board of
Directors, unreasonable. Where a shareholder has sold or transferred some of his shares, he shall be entitled, free of charge, to receive a certificate in respect of his
remaining shares, provided that the previous certificate is delivered to the Company before the issuance of a new certificate.
21. Every share certificate shall specify the number of the shares in respect of which such certificate is issued and also the amounts which have been paid up in respect of each
share.
22. No person shall be recognized by the Company as having any right to a share unless he is the registered owner of the shares in the Register. The Company shall not be bound
by and shall not recognize any right or privilege pursuant to the laws of equity, or a fiduciary relationship or a chose in action, future or partial, in any share, or a right or
privilege to a fraction of a share, or (unless these Articles otherwise direct) any other
right in respect of a share, except the absolute right to the share as a whole, where same is vested in the owner registered in the Register.
23. A share certificate registered in the names of two or more persons shall be delivered to one of the joint holders, and the Company shall not be obliged to issue more than one
certificate to all the joint holders of shares and the delivery of such certificate to one of the joint holders shall be deemed to be delivery to all of them.
24. If a share certificate should be lost, destroyed or defaced, the Board of Directors shall be entitled to issue a new certificate in its place, provided that the certificate is delivered
to it and destroyed by it, or it is proved to the satisfaction of the Board of Directors that the certificate was lost or destroyed and security has been received to its satisfaction
in respect of any possible damages and after payment of such amount as the Board of Directors shall prescribe.
CALLS ON SHARES
25. The Board of Directors may from time to time, in its discretion, make calls on shareholders in respect of amounts which are still unpaid in respect of the shares held by each of
the shareholders (including premiums), and the terms of issue which do not prescribe that same be paid at fixed times, and every shareholder shall be obliged to pay the
amount of the call made on him, at such time and at such place as stipulated by the Board of Directors.
26. In respect of any such call, prior notice of at least 14 (fourteen) business days shall be given, stating to whom the amount called is to be paid, the time for payment and the
place thereof, provided that prior to the due date for payment of such call, the Board of Directors may, by written notice to the shareholders to which the call was made,
cancel the call or extend the date of payment thereof.
27. If according to the terms of issue of any share, or otherwise, any amount is required to be paid at a fixed time or in installments at fixed times, whether the payment is made on
account of the share capital in respect of the share or in form of a premium, every such payment or every such installment shall be paid as if it was a call duly made by the
Board of Directors, in respect of which notice was duly given, and all the provisions contained in these Articles in regard to calls shall apply to such amount or to such
installment.
28. Joint holders of a share shall be jointly and severally liable for the payment of all installments and calls due in respect of such share.
29. In the event that a call or installment due on account of a share is not paid on or before the date fixed for payment thereof, the holder of the share, or the person to whom the
share has been allotted, shall be obliged to pay linkage differentials and interest on the amount of the call or the installment, at such rate as shall be determined by the
Board of Directors, commencing from the date fixed for the payment thereof and until the date of actual payment. The Board of Directors may, however, waive the
payment of the linkage differentials or the interest or part thereof.
30. A shareholder shall not be entitled (i) to receive a dividend or (ii) to exercise any right as a shareholder, including but not limited to, the right to attend and vote at a General
Meeting of any type and to transfer the shares to another; unless he has paid all the calls payable from time to time and which apply to any of his shares, whether he holds
same alone or jointly with another, plus linkage differentials, interest and expenses, if any.
31. The Board of Directors may, if it deems fit, accept payment from a shareholder wishing to advance the payment of all moneys which remain unpaid on account of his shares,
or part thereof which are over and above the amounts which have actually been called, and the Board of Directors shall be entitled to pay such shareholder linkage
differentials and interest in respect of the amounts paid in advance, or that portion thereof which exceeds the amount called for the time being on account of the shares in
respect of which the advance payment is made, at such rate as is agreed upon between the Board of Directors and the shareholder, with this
being in addition to dividends payable (if any) on the paid-up portion of the share in respect of which the advance payment is made.
The Board of Directors may, at any time, repay the amount paid in advance as aforesaid, in whole or in part, in its sole discretion.
FORFEITURE AND LIEN
32. If a shareholder fails to make payment of any call or other installment on or before the date fixed for the payment thereof, the Board of Directors may, at any time thereafter
and for as long as the part of the call or installment remains unpaid, serve on him a notice demanding that he make payment thereof, together with the linkage differentials
and interest at such rate as is specified by the Board of Directors and all the expenses incurred by the Company in consequence of such non-payment.
33. The notice shall specify a further date, which shall be at least 14 business days after the date of the delivery of the notice, and a place or places at which such call or
installment is to be paid, together with linkage differentials and interest and expenses as aforesaid. The notice shall further state that, if the amount is not paid on or before
the date specified, and at the place mentioned in such notice, the shares in respect of which the call was made, or the installment is due, shall be liable to forfeiture.
34. If the demands contained in such notice are not complied with the Board of Directors may treat the shares in respect of which the notice referred to in Articles 32 and 33 was
given as forfeited. Such forfeiture shall include all dividends, bonus shares and other benefits which have been declared in respect of the forfeited shares which have not
actually been paid prior to the forfeiture.
35. Any share so forfeited or waived shall be deemed to be the property of the Company and the Board of Directors shall be entitled, subject to the provisions of these Articles and
the Law, to sell, re-allot or otherwise dispose thereof, as it deems fit, whether the amount paid previously in respect of that share is credited, in whole or in part.
36. The Board of Directors may, at any time before any share forfeited as aforesaid is sold or re-allotted or otherwise dispose of, cancel the forfeiture on such conditions as it
deems fit.
37. Any person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, nonetheless remain liable for the payment to the
Company of all calls, installments, linkage differentials, interest and expenses due on account of or in respect of such shares on the date of forfeiture, in respect of the
forfeited shares, together with interest on such amounts reckoned from the date of forfeiture until the date of payment, at such rate as the Board of Directors shall from time
to time specify. However, his liability shall cease after the Company has received all the amounts called in respect of the shares. The Board of Directors shall be entitled to
collect the moneys which have been forfeited, or part thereof, as it shall deem fit, but it shall not be obliged to do so.
38. The provisions of these Articles in regard to forfeiture shall also apply to cases of non-payment of any amount, which, according to the terms of issue of the share, or which
under the conditions of allotment the due date for payment of which fell on a fixed date, whether this be on account of the nominal value of the share or in the form of a
premium, as if such amount was payable pursuant to a call duly made and notified.
39. The Company shall have a first and paramount lien over all the shares which have not been fully paid up and which are registered in the name of any shareholder (whether
individually or jointly with others) and also over the proceeds of the sale thereof, as security for the debts and obligations of such shareholder to the Company and his
contractual engagements with it, either individually or together with others. This right of lien shall apply whether or not the due date for payment of such debts or the
fulfillment or performance of such obligations has arrived, and no rights in equity shall be created in respect of any share, over which there is a lien as aforesaid. The
aforesaid lien shall apply to all dividends or benefits which may be declared, from time to time, on such shares, unless the Board of Directors shall decide otherwise.
40. In order to foreclose on such lien, the Board of Directors may sell the shares under lien at such time and in such manner as, it shall deem fit, but no share may be sold unless
the period referred to below has elapsed and written notice has been given to the shareholder, his trustee, liquidator, receiver, the executors of his estate, or anyone who
acquires a right to shares in consequence of the bankruptcy of a shareholder, as the case may be, stating that the Company intends to sell the shares, if he or they should
fail to pay the aforesaid debts, or fail to discharge or fulfill the aforesaid obligations within 14 business days from the date of the delivery of the notice.
41. The net proceeds of any such sale of shares, as contemplated by Article 40 above, after deduction of the expenses of the sale, shall serve for the discharge of the debts of such
shareholder or for performance of such shareholder’s obligations (including debts, undertaking and contractual engagements, the due date for the payment or performance
of which has arrived) and the surplus, if any, shall be paid to the shareholder, his trustee, liquidator, receiver, guardians, or the executors of his estate, or to his successors-
in-title.
42. In every case of a sale following forfeiture or waiver, or for purposes of executing a lien by exercising all of the powers conferred above, the Board of Directors shall be
entitled to appoint a person to sign an instrument of transfer of the shares sold, and to arrange for the registration of the name of the buyer in the Register in respect of the
shares sold.
43. An affidavit signed by the Chairman of the Board of Directors that a particular share of the Company was forfeited, waived or sold by the Company by virtue of a lien, shall
serve as conclusive evidence of the facts contained therein as against any person claiming a right in the share. The purchaser of a share who relies on such affidavit shall
not be obliged to investigate whether the sale, re-allotment or transfer, or the amount of consideration and the manner of application of the proceeds of the sale, were
lawfully effected, and after his name has been registered in the Register he shall have a full right of title to the share and such right shall not be adversely affected by a
defect or invalidity which occurred in the forfeiture, waiver, sale, re-allotment or transfer of the share.
TRANSFER AND TRANSMISSION OF SHARES
44. No transfer of shares shall be registered unless a proper instrument of transfer is delivered to the Company or to such other place specified for this purpose by the Board of
Directors. Subject to the provisions of these Articles, an instrument of transfer of a share in the Company shall be signed by the transferor and the transferee. The transferor
shall be deemed to remain the holder of the share up until the time the name of the transferee is registered in the Register in respect of the transferred share.
45. Insofar as the circumstances permit, the instrument of transfer of a share shall be drawn up in the form set out below, or in any other form that the Board of Directors may
approve (the “Deed of Transfer”).
I , I.D. of (the “Transferor”), in consideration for an amount of NIS (in words) paid to me by I.D. of (hereinafter: the “Transferee”), hereby transfer to the
Transferee shares of nominal value NIS each, marked with the numbers to (inclusive) of a company known as Stratasys Ltd., to be held by the Transferee, and his successors-in
title, under all the same conditions under which I held the same prior to the signing of this instrument, and I, the Transferee, hereby agree to accept the aforementioned share in
accordance with the above mentioned conditions.
In witness whereof we have hereunto signed this day of 20 .
Transferor
Transferee
Witnesses to Signature
46. The Company may close the transfer registers and the Register for such period of time as the Board of Directors shall deem fit, provided that such period of time shall not in
total exceed 30 (thirty) days each year.
47. Every instrument of transfer shall be submitted to the Office or to such other place as the Board of Directors shall prescribe, for purposes of registration, together with the
share certificates to be transferred, or if no such certificate was issued, together with a letter of allotment of the shares to be transferred, and/or such other proof as the
Board of Directors may demand in regard to the transferor’s right of title or his right to transfer the shares. The Board of Directors shall have the right to refuse to recognize
an assignment of shares until appropriate security under the circumstances has been provided, as shall be determined by the Board of Directors in a specific case or from
time to time in general. Instruments of transfer which serve as the basis for transfers that are registered shall remain with the Company.
48. The executors of the will or administrator of a deceased shareholder’s estate (such shareholder not being one of a joint owners of a share) or, in the absence of an administrator
of the estate or executor of the will, shall be entitled to demand that the Company recognize them as owners of rights in the share. The provisions of Article 47 above shall
apply, mutatis mutandis, also in regard to this Article.
49. In the case of a share registered in the names of two or more Persons, the Company shall recognize only the surviving owners as Persons having rights in the share. However,
the aforementioned shall not be construed as releasing the estate of a deceased joint shareholder from any and all undertakings in respect of the shares. Any Person who
shall become an owner of shares following the death of a shareholder shall be entitled to be registered as owner of such shares after having presented to an officer of the
Company to be designated by the Chief Executive Officer an inheritance order or probation order or order of appointment of an administrator of estate and any other proof
as required - if these are sufficient in the opinion of such officer - testifying to such Person’s right to appear as shareholder in accordance with these Articles, and which
shall testify to his title to such shares. The provisions of Article 47 above shall apply, mutatis mutandis, also in regard to this Article.
50. The receiver or liquidator of a shareholder who is a company or the trustee in bankruptcy or the official receiver of a shareholder who is bankrupt, upon presenting appropriate
proof to the satisfaction of an officer of the Company to be designated by the Chief Executive Officer that he has the right to appear in this capacity and which testifies to
his title, may, with the consent of the Board of Directors (the Board of Directors shall not be obligated to give such consent) be registered as the owner of such shares.
Furthermore, he may assign such shares in accordance with the rules prescribed in these Articles. The provisions of Article 47 above shall apply, mutatis mutandis, also
in regard to this Article.
51. A Person entitled to be registered as a shareholder following assignment pursuant to this Article shall be entitled, if approved by the Board of Directors and to the extent and
under the conditions prescribed by the Board of Directors, to dividends and any other monies paid in respect of the shares, and shall be entitled to give the Company
confirmation of the payments; however, he shall not be entitled to be present or to vote at any General Meeting of the Company or, subject to the provisions of these
Articles, to make use of any rights of shareholders, until he has been registered as owner of such shares in the Register.
GENERAL MEETING
52. A General Meeting shall be held at least once in every year, not later than 15 (fifteen) months after the last General Meeting, at such time and at such place as the Board of
Directors shall determine. Such General Meeting shall be called an annual meeting, and all other meetings of the Company’s shareholders shall be called extraordinary
meetings.
53. The Board of Directors may call an extraordinary General Meeting whenever it sees fit to do so.
54. The Board of Directors shall be obliged to call an extraordinary General Meeting upon a request in writing in accordance with the Law.
55. The Company shall provide prior notice in regard to the holding of an annual meeting or an extraordinary meeting in accordance with the requirements of these Articles, the
Law and the regulations promulgated thereunder. Subject to the provisions of the Law and the regulations promulgated thereunder, in counting the number of days of prior
notice given, the day of publication of notice shall not be counted, but the day of the meeting shall be counted. The notice shall specify those items and contain such
information as shall be required by the Companies Law, the regulations promulgated thereunder and any other applicable law and regulations. Subject to Article 6364
below, in the event that the Company has established that an adjourned meeting shall be held on such date which is later than the date provided for in Section 78(b) of the
Law, such later date shall be included in the notice. The Company may add additional places for shareholders to review the full text of the proposed resolutions, including
an internet site. The notice shall be provided in the manner prescribed below under the heading “Notices” in Articles 128 to 131 below.
56.
56.1 Any shareholder or shareholders of the Company holding at least one percent (1%) of the voting rights of the Company (the “Proposing Shareholder(s)”) may
request, subject to the Companies Law, that the Board of Directors include a matter on the agenda of a General Meeting to be held in the future, provided that the
Board determines that the matter is appropriate to be considered at a General Meeting (a “Proposal Request”). In order for the Board of Directors to consider
a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request must be timely delivered,
and the Proposal Request must comply with the requirements of these Articles (including this Article 56) and any applicable law and stock exchange rules and
regulations. The Proposal Request must be in writing, signed by all of the Proposing Shareholders making such request, delivered, either in person or by certified
mail, postage prepaid, and received by the Secretary (or, in the absence thereof by the Chief Executive Officer) of the Company. To be considered timely, a
Proposal Request must be received within the time periods prescribed by applicable law. The announcement of an adjournment or postponement of a General
Meeting shall not commence a new time period (or extend any time period) for the delivery of a Proposal Request as described above. In addition to any
information required to be included in accordance with applicable law, a Proposal Request must include the following: (i) the name, address, telephone number,
fax number and email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that
controls or manages such entity; (ii) the number of shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such shares are held indirectly,
an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied
by evidence satisfactory to the Company of the record holding of such shares by the Proposing Shareholder(s) as of the date of the Proposal Request, and a
representation that the Proposing Shareholder(s) intends to appear in person or by proxy at the meeting; (iii) the matter requested to be included on the agenda of a
General Meeting, all information related to such matter, the reason that such matter is proposed to be brought before the General Meeting, the complete text of the
resolution that the Proposing Shareholder proposes to be voted upon at the General Meeting and, if the Proposing Shareholder wishes to have a position statement
in support of the Proposal Request, a copy of such position statement that complies with the requirement of applicable law (if any), (iv) a description of all
arrangements or understandings between the Proposing Shareholders and any other Person(s) (naming such Person or Persons) in connection with the matter that is
requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if
so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s)
during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material
economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other
applicable law and stock exchange rules and regulations to be provided to the Company in connection with such matter, if any, has been provided to the Company.
The Board of Directors, may, in its discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary
so as to include a matter in the agenda of a General Meeting, as the Board of Directors may reasonably require.
A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing
Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or
series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a
change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit from security value or price changes, or
(4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to
any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt
position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-
related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any
proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company,
of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.
56.2 The information required pursuant to this Article shall be updated as of (i) the record date of the General Meeting, (ii) five business days before the General Meeting
and (iii) three business days before the General Meeting, and any adjournment or postponement thereof.
PROCEEDINGS AT GENERAL MEETING
57. No business shall be conducted at a General Meeting unless a quorum is present, and no resolution shall be passed unless a quorum is present at the time the resolution is
voted on. Except in cases where it is otherwise stipulated, a quorum shall be constituted when there are personally present, or represented by proxy, at least 2 (two)
shareholders who hold, in the aggregate, at least twenty-five percent (25%) of the voting rights in the Company. A proxy may be deemed to be 2 (two) or more
shareholders pursuant to the number of shareholders he represents.
58. If within half an hour from the time appointed for the meeting, a quorum is not present, without there being an obligation to notify the shareholders to that effect, the meeting
shall be adjourned to the same day, in the following week, at the same hour and at the same place or to a later time and date if so specified in the notice of the meeting,
unless such day shall fall on a statutory holiday (either in Israel or in the U.S.), in which case the meeting will be adjourned to the first business day afterwards which is not
a statutory holiday.
If the original meeting was convened upon requisition under Section 63 of the Law, one or more shareholders, present in person or by proxy, and holding the number of
shares required for making such requisition, shall constitute a quorum at the adjourned meeting, but in any other case any two (2) shareholders present in person or by
proxy, shall constitute a quorum at the adjourned meeting.
59. The Chairman of the Board of Directors, or any other Person appointed for this purpose by the Board of Directors, shall preside at every General Meeting. If within 15 (fifteen)
minutes from the time appointed for the meeting, the designated chairman for the meeting shall not be present, the shareholders present at the meeting shall elect one of
their number to serve as chairman of the meeting.
60. Resolutions at the General Meeting shall be passed in accordance with the definition of ““Resolution”“ set forth in Article 1.1 above, unless otherwise required by Law or
these Articles. Every vote at a General Meeting shall be conducted according to the number of votes to which each shareholder is entitled on the basis of the number of
Ordinary Shares held by him which confer on him a right to vote at the General Meeting.
61. Where a poll has been demanded, the chairman of the meeting shall accede to the demand. Where the chairman of the meeting held a poll, such poll shall be held in such
manner, at such time and at such place as
the chairman of the meeting directs, either immediately or after an interval or postponement, or in any other way, and the results of the vote shall be deemed to be the
resolution at the meeting at which the poll was demanded. A person demanding a poll may withdraw his demand prior to the poll being held.
62. A demand for the holding of a poll shall not prevent the continued business of the meeting on all other questions apart of the question in respect of which a poll was demanded.
63. The announcement by the chairman of the meeting that a Resolution has been passed unanimously or by a particular majority, or has been rejected, and a note recorded to that
effect in the Company’s minute book, shall serve as prima facie proof of such fact.
64. The chairman of a General Meeting may adjourn the meeting from time to time and from place to place if approved by a consent of the holders of a majority of the voting
power represented in person or by proxy and voting on the question of adjournment (and shall if so directed by the meeting), but at an adjourned meeting no other matters
shall be considered or decided apart from the matters which were on the agenda of the meeting at which it was decided on the adjournment and in respect of which no
Resolution was taken. The Company shall not deliver nor shall it be required to give notice in regard to the adjournment or in regard to the matters on the agenda of the
adjourned meeting, unless the adjourned meeting is to be held more than 30 (thirty) days after the date of the original meeting, in which case a notice shall be published by
the Company.
VOTES OF SHAREHOLDERS
65. The voting rights of every shareholder entitled to vote at a General Meeting shall be as set forth in Article 7 of these Articles or to any other article herein governing voting
rights.
66. In the case of joint shareholders, the vote of the senior joint holder, given personally or by proxy, shall be accepted, to the exclusion of the vote of the remaining joint
shareholders, and for these purposes the senior of the joint shareholders shall be the Person amongst the joint holders whose name appears first in the Register.
67. A shareholder who is an Incapacitated Person may vote solely through his guardian or other person who fulfills the function of such guardian and who was appointed by a
court, and any guardian or other person as aforesaid shall be entitled to vote by way of a proxy, or in such manner as the court directs.
68. Any corporation which is a shareholder of the Company shall be entitled, by way of resolution of its directors or another organ which manages said corporation, to appoint
such person which it deems fit, whether or not he is a shareholder of the Company, to act as its representative at any General Meeting of the Company or at a meeting of a
class of shares in the Company which such corporation is entitled to attend and to vote thereat, and the appointed as aforesaid shall be entitled, on behalf of the corporation
whom he represents, to exercise all of the same powers and authorities which the corporation itself could have exercised had it been a natural person holding shares of the
Company.
69. Every shareholder of the Company who is entitled to attend and vote at a General Meeting of the Company, shall be entitled to appoint a proxy. A proxy can be appointed by
more than one shareholder, and he can vote in different ways on behalf of each principal.
The instrument appointing a proxy shall be in writing signed by the Person making the appointment or by his authorized representative, and if the Person making the
appointment is a corporation, the power of attorney shall be signed in the manner in which the corporation signs on documents which bind it, and a certificate of an
attorney with regard to the authority of the signatories to bind the corporation shall be attached thereto. The proxy need not be a shareholder of the Company.
70. The instrument appointing a proxy, or a copy thereof certified by an attorney, shall be lodged at the Office, or at such other place as the Board of Directors shall specify, not
less than forty-eight (48) hours prior to the
meeting at which the proxy intends to vote on the strength of such instrument of proxy. Notwithstanding the above, the chairman of the meeting shall have the right to
waive the time requirement provided above with respect to all instruments of proxies and to accept any and all instruments of proxy until the beginning of a General
Meeting. A document appointing a proxy shall be valid for every adjourned meeting of the meeting to which the document relates.
71. Every instrument appointing a proxy, whether for a meeting specifically indicated, or otherwise, shall, as far as circumstances permit, be in the following form, or in any other
form approved by the Board of Directors:
I of being a shareholder holding voting shares in Stratasys Ltd., hereby appoint Mr./Ms. of or failing him/her, Mr./Ms. or , or failing him/her, Mr./Ms. of , to vote in my
name, place and stead at the (ordinary/extraordinary) General Meeting of the Company to be held on the of 20 , and at any adjourned meeting thereof.
In witness whereof I have hereto set my hand on the day of
72. No shareholder shall be entitled to vote at a General Meeting unless he has paid all of the calls and all of the amounts due from him, for the time being, in respect of his shares.
73. A vote given in accordance with the instructions contained in an instrument appointing a proxy shall be valid notwithstanding the death or bankruptcy of the appointer, or the
revocation of the proxy, or the transfer of the shares in respect of which the vote was given as aforesaid, unless notice in writing of the death, revocation or transfer is
received at the Office of the Company, or by the chairman of the General Meeting, prior to such vote.
74. Subject to the Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the chairman of the meeting, subsequent to receipt by the
Company of such instrument, of written notice signed by the person signing such instrument or by the Shareholder appointing such proxy canceling the appointment
thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy, provided such notice of cancellation or
instrument appointing a different proxy were so received at the place and within the time for delivery of the instrument revoked thereby as referred to in Article 6970
hereof, or (ii) if the appointing shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairman of such
meeting of written notice from such shareholder of the revocation of such appointment, or if and when such shareholder votes at such meeting. A vote cast in accordance
with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported cancellation of the appointment, or the presence in person or vote of the
appointing shareholder at a meeting for which it was rendered, unless such instrument of appointment was deemed revoked in accordance with the foregoing provisions of
this Article 7374 at or prior to the time such vote was cast.
THE BOARD OF DIRECTORS
75.
75.1. The number of directors of the Company (including the External Directors) shall be between seven (7) and eleven (11), as determined from time to time by the Board
of Directors. Any director shall be eligible for re-election upon termination of his term of office. For as long as the Company is a Public Company, as defined in the
Law, the Company shall appoint at least 2 (two) External Directors to office, of which at least 1 (one) should possess Accounting and Financial Expertise, as
defined in the Law.
75.2. Prior to every annual General Meeting of the Company, the Board of Directors of the Company shall resolve by a majority vote the names of the persons to be
proposed to the shareholders of the Company for election as directors of the Company at such annual General Meeting for a term that
lasts until the next annual General Meeting (the “Nominees”). Notwithstanding the foregoing, the term and the procedure for election of each External Director
shall be as mandated by and subject to the Companies Law.
75.3. Any Proposing Shareholder requesting to include on the agenda of a General Meeting a nomination of a Person to be proposed to the Shareholders for election as
Director (such person, an “Alternate Nominee”), may so request provided that it complies with this Article 75.3 and Article 56 and applicable law. Unless
otherwise determined by the Board, a Proposal Request relating to Alternate Nominee is deemed to be a matter that is appropriate to be considered only at an
annual General Meeting. In addition to any information required to be included in accordance with applicable law, such a Proposal Request shall include
information required pursuant to Article 56, and shall also set forth: (i) the name, address, telephone number, fax number and email address of the Alternate
Nominee and all citizenships and residencies of the Alternate Nominee; (ii) a description of all arrangements, relations or understandings between the Proposing
Shareholder(s) or any of its affiliates and each Alternate Nominee; (iii) a declaration signed by the Alternate Nominee that he or she consents to be named in the
Company’s notices and proxy materials relating to the General Meeting, if provided or published, and, if elected, to serve on the Board of Directors and to be
named in the Company’s disclosures and filings, (iv) a declaration signed by each Alternate Nominee as required under the Companies Law and any other
applicable law and stock exchange rules and regulations for the appointment of such an Alternate Nominee and an undertaking that all of the information that is
required under law and stock exchange rules and regulations to be provided to the Company in connection with such an appointment has been provided (including,
information in respect of the Alternate Nominee as would be provided in response to the applicable disclosure requirements under Form 20-F, Schedule 14A or any
other applicable form or schedule prescribed by the U.S. Securities and Exchange Commission (the “SEC”); (v) a declaration made by the Alternate Nominee of
whether he or she meets the criteria for an independent director and/or External Director of the Company under the Companies Law and/or under any applicable
law, regulation or stock exchange rules, and if not, then an explanation of why not; and (vi) any other information required at the time of submission of the
Proposal Request by applicable law, regulations or stock exchange rules. In addition, the Proposing Shareholder shall promptly provide any other information
reasonably requested by the Company. The Board of Directors may refuse to acknowledge the nomination of any person not made in compliance with the
foregoing. The Company shall be entitled to publish any information provided by a Proposing Shareholder pursuant to this Article 75.3 and Article 56, and the
Proposing Shareholder shall be responsible for the accuracy and completeness thereof.
75.4 One or more Nominees or Alternate Nominees shall be elected by a Resolution at every annual General Meeting, for a term of office that shall conclude at the end of
the first annual General Meeting held after the date of his or her election and upon the election and qualification of his or her successor, unless his or her office is
vacated in accordance with Articles 77 or Article 80 below.
75.5. If at the annual General Meeting no Nominee or Alternate Nominee is elected, the directors then in office shall continue to hold office until the convening of a
General Meeting at which Nominees or Alternate Nominees are elected.
76. The directors in their capacity as such shall be entitled to receive remuneration as shall be determined in compliance with the Law and the regulations promulgated thereunder.
The conditions (including remuneration) of the terms of office of members of the Board of Directors shall be decided by the Board of Directors, but the same shall be valid
only if ratified in the manner required under the Law. The remuneration of directors may be fixed as an overall payment or other consideration and/or as a payment or
other consideration in respect of attendance at meetings of the Board of Directors. In addition to his or her remuneration, each director shall be entitled to be reimbursed,
retroactively or in advance, in respect of his or her reasonable expenses connected with performing his or her functions and services as a director. Such entitlement shall be
determined in accordance with, and shall be subject to, a specific resolution or policy adopted by the Board of Directors regarding such matter.
77.
77.1. Subject to the provisions of the Law with regard to External Directors and subject to Article 80 below, the office of a director shall be vacated in any one of the
following events:
77.1.1. if he resigns his office by way of a letter signed by him, submitted to the Office of the Company;
77.1.2. if he is declared bankrupt;
77.1.3. if he becomes an Incapacitated Person;
77.1.4. upon his death;
77.1.5. if he is prevented by applicable law from serving as a director of the Company;
77.1.6. if the Board terminates his office according to Section 231 of the Law;
77.1.7. if a court order is given in accordance with Section 233 of the Law;
77.1.8. if he is removed from office by a Resolution at a General Meeting of the Company; or
77.1.9. if his period of office has terminated in accordance with the provisions of these Articles.
77.2. If the office of a member of the Board of Directors is vacated, the remaining members of the Board of Directors shall be entitled to appoint additional director(s) in
place of the director(s) whose office(s) have been vacated, for a term of office equal to the remaining period of the term of office of the director(s) whose office(s)
have been vacated and/or also to act for all purposes for a term of office equivalent to the remaining period of the term of office of the director whose office has
been vacated, for as long as their number does not fall below the minimum, for the time being, specified for the directors, as prescribed in Article 75.1 above.
Should their number fall below the aforesaid minimum, the directors shall not be entitled to act, except for the appointment of additional directors, or for the
purpose of calling a General Meeting for the appointment of additional directors, or for the purpose of calling a General Meeting for the appointment of a new
Board of Directors. Notwithstanding the foregoing, the office of an External Director shall be vacated only in accordance with the provisions for the vacation of
office and the removal of External Directors under the Law.
OTHER PROVISIONS REGARDING DIRECTORS
78.
78.1. Subject to any mandatory provisions of applicable law, a director shall not be disqualified by virtue of his office from holding another office in the Company or in
any other company in which the Company is a shareholder or in which it has any other form of interest, or of entering into a contract with the Company, either as
seller or buyer or otherwise. Likewise, no contract made by the Company or on its behalf in which a director has any form of interest may be nullified and a
director shall not be obliged to account to the Company for any profit deriving from such office, or resulting from such contract, merely by virtue of the fact that
he serves as a director or by reason of the fiduciary relationship thereby created, but such director shall be obliged to disclose to the Board of Directors the nature
of any such interest at the first opportunity.
A general notice to the effect that a director is a shareholder or has any other form of interest in a particular firm or a particular company and that he must be
deemed to have an interest in any business with such firm or company shall be deemed to be adequate disclosure for purposes of this Article in relation to such
director, and after such general notice has been given, such director shall not be obliged to give special notice in relation to any particular business with such firm
or such company.
78.2. Subject to the provisions of the Law and these Articles, the Company shall be entitled to enter into a transaction in which an Office Holder of the Company has a
personal interest, directly or indirectly, and may enter into any contract or otherwise transact any business with any third party in which contract or business an
Office Holder has a personal interest, directly or indirectly.
79. The Board of Directors shall elect one (1) or more of its members to serve as Chairman of the Board of Directors, provided that, subject to the provisions of Section 121(c) of
the Law, the Chief Executive Officer of the Company shall not serve as Chairman of the Board of Directors. Notwithstanding anything to the contrary herein, the office of
Chairman of the Board of Directors shall be vacated in each of the cases mentioned in Articles 77.1 above and Article 80 below. The Board of Directors may also elect (a)
member(s) to serve as Vice Chairman, who shall have such duties and authorities as the Board of Directors may assign to him or her.
80. Subject to the provisions of Articles 75 and 77, the Company may, in a General Meeting, by a Resolution, dismiss any director prior to the end of his or her term of office, and
it shall be entitled, by a Resolution, to appoint another individual in his or her place as a director of the Company. The individual so appointed shall hold such office only
for that period of time during which the director whom he or she replaces would have held office.
CHIEF EXECUTIVE OFFICER
81.
81.1. The Board of Directors shall, from time to time, appoint a Chief Executive Officer and subject to the provisions of the Law delineate his powers and authorities and
his remuneration. Subject to the provisions of any contract between the Chief Executive Officer and the Company, the directors may dismiss or replace him or her
at any time they deem fit.
81.2. The Chief Executive Officer need not be a director or shareholder of the Company.
81.3. Subject to the provisions of any contract between the Chief Executive Officer and the Company, all of the same provisions with regard to appointment, resignation and
removal from office shall apply to the Chief Executive Officer if he or she is also a director, as apply to all other directors. The directors shall be entitled from time
to time to delegate to the Chief Executive Officer for the time being such of the powers they have pursuant to these Articles as they deem appropriate, and they
shall be entitled to grant such powers for such period and for such purposes and on such conditions and with such restrictions as they deem expedient, and they
shall be entitled to grant such powers without renouncing the powers and authorities of the Board of Directors in such regard, and they may, from time to time,
revoke, annul and alter such delegated powers and authorities, in whole or in part.
81.4. Subject to the provisions of the Law, the remuneration of the Chief Executive Officer shall be fixed from time to time by the Board of Directors together with any
committees of the Board of Directors (each, a “Committee of Directors”) as may be prescribed by the Law) and it may be in the form of a fixed salary or
commissions or a participation in profits, or in any other manner which may be decided by the Board of Directors (and approved by any relevant Committee(s) of
Directors).
PROCEEDINGS OF THE BOARD OF DIRECTORS
82.
82.1. The Board of Directors shall convene for a meeting at least once every fiscal quarter.
82.2. The Board of Directors may meet in order to exercise its powers pursuant to Section 92 of the Law, including without limitation to supervise the Company’s affairs,
and it may, subject to the provisions of the Law, adjourn its meetings and regulate its proceedings and operations as it deems fit. It may also prescribe the quorum
required for the conduct of business. Until otherwise decided a quorum shall be constituted if a majority of the directors holding office for the time being are
present.
82.3. Should a director or directors be barred from being present and voting at a meeting of the Board of Directors by virtue of the contents of Section 278 of the Law, the
quorum shall be a majority of the directors entitled to be present and to vote at the meeting of the Board of Directors.
83. Any director or the Auditors, in the event stipulated in Section 169 of the Law, may, at any time, demand the convening of a meeting of the Board of Directors. The Chairman
of the Board shall be obliged, on such demand, to call such meeting on the date requested by the director or Chief Executive Officer soliciting such a meeting, provided
that proper notice pursuant to Article 84 is given.
84. Every director shall be entitled to receive notice of meetings of the Board of Directors, and such notice may be in writing or by facsimile, telegram or electronic mail, sent to
the last address (whether physical or electronic) or facsimile number given by the director for purposes of receiving notices, provided that the notice shall be given at least
a reasonable amount of time prior to the meeting and in no event less than 48 (forty eight) hours prior notice, unless the urgency of the matter(s) to be discussed at the
meeting reasonably require(s) a shorter notice period.
85. Every meeting of the Board of Directors at which a quorum is present shall have all the powers and authorities vested for the time being in the Board of Directors.
86. Subject to the provisions of these Articles, questions which arise at meetings of the Board of Directors shall be decided by a simple majority of the members of the Board of
Directors attending such meeting and voting on such matter. In the case of an equality of votes of the Board of Directors, the Chairman of the Board of Directors shall not
have a second or casting vote, and the proposal shall be deemed to be defeated.
If the Chairman of the Board of Directors is not present within 30 (thirty) minutes after the time appointed for the meeting, the directors present shall elect one of their
members to preside at such meeting.
87. The Board of Directors may adopt resolutions, without convening a meeting of the Board of Directors, in any manner permitted by the Law.
88. The Board of Directors may hold meetings by use of any means of communication, on condition that all participating directors can hear each other at the same time. In the
case of a resolution passed by way of a telephone call or any such other means of communication, a copy of the text of the resolution shall be sent, as soon as possible
thereafter, to the directors.
GENERAL POWERS OF THE BOARD OF DIRECTORS
89. The supervision of the Company’s affairs shall be in the hands of the Board of Directors, which shall be entitled to exercise all of the powers and authorities and to perform
any act and deed which the Company is entitled to exercise and to perform in accordance with its Memorandum of Association and these Articles or according to law, and
in respect of which there is no provision or requirement in these Articles, or in the Law or/and in the U.S. Rules, that same be exercised or done by the shareholders in a
General Meeting or by a Committee of Directors.
90. The Board of Directors may, as it deems fit and subject to any applicable law, delegate to a Committee of Directors certain of its powers and authorities, in whole or in part to
the fullest extent provided by any applicable law. The curtailment or revocation of the powers and authorities of a Committee of Directors by the Board of Directors shall
not invalidate a prior act of such Committee of Directors or an act taken in accordance with its instructions, which would have been valid had the powers and authorities of
the Committee of Directors not been altered or revoked by the Board of Directors. Subject to applicable law, a Committee of Directors may be comprised of one (1)
director or of several directors, and in the case of a Committee of Directors that is appointed to advise the Board of Directors only, persons who are not directors may be
appointed to it. The powers of any chairman of a Committee of Directors with respect to the operation
of such committee shall be the same as the Chairman of the Board of Directors hereunder and under the Law, mutatis mutandis.
91. The meetings and proceedings of every such Committee of Directors which is comprised of two (2) or more members shall be conducted in accordance with the provisions
contained in these Articles in regard to the conduct of meetings and proceedings of the Board of Directors to the extent that the same are suitable for such committee, and
so long as no provisions have been adopted in replacement thereof by the Board of Directors.
92. The Board of Directors may constitute an Executive Committee to oversee the implementation of the Company’s business strategy, subject to approval by the Board of any
actions to be taken outside of the ordinary course of the Company’s business, and to exercise such other duties as the Board may resolve from time to time.
RATIFICATION OF ACTIONS
93. Subject to the Law, all acts taken in good faith by the Board of Directors and/or a Committee of Directors or by an individual acting as a member thereof shall be valid even if
it is subsequently discovered that there was a defect in the appointment of the Board of Directors, the Committee of Directors or the member, as the case may be, or that
the members, or one of them, was/were disqualified from being appointed as a director/s or to a Committee of Directors.
94.
94.1. The Board of Directors or any Committee of Directors may ratify any act the performance of which at the time of the ratification was within the scope of the authority
of the Board of Directors or the relevant Committee of Directors.
94.2. The General Meeting shall be entitled to ratify any act taken by the Board of Directors and/or any Committee of Directors without authority or which was tainted by
some other defect.
94.3. From the time of the ratification, every act ratified as aforesaid, shall be treated as though lawfully performed from the outset.
95. The Board of Directors may, from time to time, in its absolute discretion, borrow or secure any amounts of money required by the Company for the conduct of its business.
96. The Board of Directors shall be entitled to raise or secure the repayment of an amount obtained by them, in such way and on such conditions and times as they deem fit. The
Board of Directors shall be entitled to issue documents of undertaking, such as options, debentures or debenture stock, whether linked or redeemable, convertible
debentures or debentures convertible into other securities, or debentures which carry a right to purchase shares or to purchase other securities, or any mortgage, pledge,
collateral or other charge over the property of the Company and its undertaking, in whole or in part, whether present or future, including the uncalled share capital or the
share capital which has been called but not yet paid.
The deeds of undertaking, debentures of various types or other forms of collateral security may be issued at a discount, at a premium or otherwise and with such
preferential or deferred or other rights, as the Board of Directors shall, from time to time, decide.
SIGNING POWERS
97. Subject to any other resolution on the subject passed by the Board of Directors, the Company shall be bound only pursuant to a document in writing bearing its seal or its
rubber stamp or its printed name, and the signature of whomever may be authorized by the Board of Directors, which shall be entitled to empower any
person, either alone or jointly with another, even if he is not a shareholder of the Company or a director, to sign and act in the name and on behalf of the Company.
98. The Board of Directors shall be entitled to prescribe separate signing power in regard to different businesses of the Company and in respect of the limit of the amounts in
respect of which various persons shall be authorized to sign.
SECRETARY, OFFICE-HOLDERS, CLERKS AND REPRESENTATIVES
99. The Board of Directors shall be entitled, from time to time, to appoint, or to delegate to the Chief Executive Officer, either alone or together with other persons designated by
the Board of Directors, the ability to appoint Office Holders (other than directors), a Secretary for the Company, employees and agents to such permanent, temporary or
special positions, and to specify and change their titles, authorities and duties, and may set, or delegate to the Chief Executive Officer, either alone or together with other
persons designated by the Board of Directors, the ability to set salaries, bonuses and other compensation of any employee or agent who is not an Office Holder. Salaries,
bonuses and compensation of Office Holders who are not directors shall be determined and approved by the Chief Executive Officer, and/or in such other manner as may
be required from time to time under the Law. The Board of Directors, or the Chief Executive Officer, either alone or together with other persons designated by the Board of
Directors, (in the case of any Office Holder, employee or agent appointed thereby), shall be entitled at any time, in its, his or their (as applicable) sole and absolute
discretion, to terminate the services of one of more of the foregoing persons (in the case of a director, however, subject to compliance with Article 77 above).
100. The Board of Directors and the Chief Executive Officer may from time to time and at any time empower any person to serve as representative of the Company for such
purposes and with such powers and authorities, instructions and discretions for such period and subject to such conditions as the Board of Directors (or the Chief Executive
Officer, as the case may be) shall deem appropriate. The Board of Directors may (or the Chief Executive Officer, as the case may be) grant such person, inter alia, the
power to transfer the authority, powers and discretions vested in him, in whole or in part. The Board of Directors may (or the Chief Executive Officer, as the case may be),
from time to time, revoke, annul, vary or change any such power or authority, or all such powers or authorities collectively.
DIVIDENDS, BONUS SHARES, FUNDS AND CAPITALIZATION OF FUNDS AND PROFITS
101. The Board of Directors may, prior to recommending any dividend, set aside out of the profits of the Company such amounts as it deems fit for a reserve fund for
extraordinary purposes or for the equalization of dividends or for special dividends, or for the repair, improvement, maintenance or replacement of the property of the
Company, or for any other purpose, as the Board of Directors, in its sole and absolute discretion, shall deem expedient.
102. The Board of Directors shall be entitled to invest the amounts set aside as aforesaid in Article 101 above in any investments whatsoever, as it may deem fit, and from time to
time deal with such investments and vary same, and make use thereof, as it deems fit, and it may divide the reserve fund into special funds in such manner as it deems fit,
and may utilize a fund or part thereof for the business of the Company, without being obliged to keep same separate from the remaining assets of the Company.
103. Unless otherwise permitted by the Law, no dividends shall be paid other than out of the Profits of the Company as such term is defined in the Law.
104. The Board of Directors may decide on the payment of a dividend or on the distribution of bonus shares.
105. A dividend in cash or bonus shares shall be paid or distributed, as the case may be, equally to the holders of the Ordinary Shares registered in the Register, pro rata to the
nominal amount of capital paid up or credited as paid up on the shares, without reference to any premium which may have been paid thereon. However an amount paid on
account of a share prior to the payment thereof having been called, or prior to the due date for
payment thereof, and on which the Company is paying interest, shall not be taken into account for purposes of this Article as an amount paid-up on account of the share.
106. Unless other instructions are given, it shall be permissible to pay any dividend by way of a check or payment order to be sent by post to the registered address of the
shareholder or the Person entitled thereto, or in the case of joint shareholders being registered, to the shareholder whose name stands first in the Register in relation to the
joint shareholding. Every such check shall be made in favor of the person to whom it is sent. A receipt by the person whose name, on the date of declaration of the
dividend, was registered in the Register as the owner of the shares, or in the case of joint holders, by one of the joint holders, shall serve as a discharge with regard to all the
payments made in connection with such share.
The directors shall be entitled to invest any dividend which has not been claimed for a period of 1 (one (1) year after having been declared, or to make use thereof in any
other way for the benefit of the Company until such time as it is claimed. The Company shall not be obliged to pay interest or linkage in respect of an unclaimed dividend.
107. Unless otherwise specified in the terms of issue of shares or of securities convertible into, or which grant a right to purchase, shares, any shares that are fully paid-up or
credited as paid-up shall at any time confer on their holders the right to participate in the full dividends and in any other distribution for which the determining date for the
right to receive the same is the date at which the aforesaid shares were fully paid-up or credited as fully paid-up, as the case may be, or subsequent to such date.
108. A dividend or other beneficial rights in respect of shares shall not bear interest.
109. The Board of Directors shall be entitled to deduct from any dividend or other beneficial rights, all amounts of money which the holder of the share in respect of which the
dividend is payable or in respect of which the other beneficial rights were given, may owe to the Company in respect of such share, whether or not the due date for payment
thereof has arrived.
110. The Board of Directors shall be entitled to retain any dividend or bonus shares or other beneficial rights in respect of a share in relation to which the Company has a lien, and
to utilize any such amount or the proceeds received from the sale of any bonus shares or other beneficial rights, for the discharge of the debts or liabilities in respect of
which the Company has a lien.
111. The Board of Directors may decide that a dividend is to be paid in whole or in part, by way of a distribution of assets of the Company in kind, including by way of
debentures or debenture stock of the Company, or shares or debentures or debenture stock of any other company, or in any other way.
112.
112.1. The Board of Directors may, at any time and from time to time, decide that any portion of the amounts standing for the time being to the credit of any capital fund
(including a fund created as a result of a revaluation of the assets of the Company), or which are held by the Company as Profits available for distribution, shall be
capitalized for distribution subject to and in accordance with the provisions of the Law and of these Articles, amongst those shareholders who are entitled thereto and
pro rata to their entitlement under these Articles, provided that the same shall not be paid in cash but shall serve for the payment up in full either at par or with a
premium as prescribed by the Company, of shares which have not yet been issued or of debentures of the Company which shall be allotted and distributed amongst
the shareholders in the aforesaid ratio as fully paid-up shares or debentures.
112.2 The Board of Directors shall be entitled to distribute bonus shares and to decide that the bonus shares shall be of the same class which confers on the shareholders or
the Persons entitled thereto the right to participate in the distribution of bonus shares, or may decide that the bonus shares shall be of a uniform class to be
distributed to each of the shareholders or Persons entitled to shares as aforesaid, without
reference to the class of shares conferring the right to participate in the distribution on the holders of the shares or the Persons entitled thereto as aforesaid.
113.
113.1. In every case that the Company issues bonus shares by way of a capitalization of profits or funds at a time at which securities issued by the Company are in
circulation and confer on the holders thereof rights to convert the same into shares in the share capital of the Company, or options to purchase shares in the share
capital of the Company (such rights of conversion or options shall henceforth be referred to as the “Rights”), the Board of Directors shall be entitled (in a case that
the Rights or part thereof shall not be otherwise adjusted in accordance with the terms of their issue) to transfer to a special fund designated for the distribution of
bonus shares in the future (to be called by any name that the Board of Directors may decide on and which shall henceforth be referred to as the “Special Fund”)
an amount equivalent to the nominal amount of the share capital to which some or all of the Rights holders would have been entitled as a result of the issue of bonus
shares, had they exercised their Rights prior to the determining date for the right to receive bonus shares, including rights to fractions of bonus shares, and in the
case of a second or additional distribution of bonus shares in respect of which the Company acts pursuant to this Article, including entitlement stemming from a
previous distribution of bonus shares.
113.2. In the case of the allotment of shares by the Company as a consequence of the exercise of entitlement by the owners of shares in those cases in which the Board of
Directors has made a transfer to the Special Fund in respect of the Rights pursuant to Article 113.1 above, the Board of Directors shall allot to each such shareholder,
in addition to the shares to which he is entitled by virtue of having exercised his rights, such number of fully paid-up shares the nominal value of which is equivalent
to the amount transferred to the Special Fund in respect of his rights, by way of a capitalization to be effected by the Board of Directors of an appropriate amount out
of the Special Fund. The Board of Directors shall be entitled to decide on the manner of dealing with rights to fractions of shares in its sole discretion.
113.3. If after any transfer to the Special Fund has been made the Rights should lapse, or the period should end for the exercise of Rights in respect of which the transfer
was effected without such Rights being exercised, then any amount which was transferred to the Special Fund in respect of the aforesaid unexercised Rights shall be
released from the Special Fund, and the Company may deal with the amount so released in any manner it would have been entitled to deal therewith had such
amount not been transferred to the Special Fund.
114. For the implementation of any resolution regarding a distribution of shares or debentures by way of a capitalization of profits as aforesaid, the Board of Directors may:
114.1. Resolve any difficulty which arises or may arise in regard to the distribution in such manner as it deems fit and may take all of the steps that it deems expedient in
order to overcome such difficulty.
114.2 Issue certificates in respect of fractions of shares, or decide that fractions of less than an amount to be decided by the Board of Directors shall not be taken into
account for purposes of adjusting the rights of the shareholders or may sell the fractions of shares and pay the proceeds (net) to the Persons entitled thereto.
114.3. Sign, or appoint a Person to sign, on behalf of the shareholders on any contract or other document which may be required for purposes of giving effect to the
distribution, and, in particular, shall be entitled to sign or appoint a Person who shall be entitled to appoint and submit a contract as referred to in Sections 291 and
292 of the Law.
114.4. Make any arrangement or other scheme which is required in the opinion of the Board of Directors in order to facilitate the distribution.
115. The Board of Directors shall be entitled, as it deems appropriate and expedient, to appoint trustees or nominees for those registered shareholders who have failed to notify the
Company of a change of their address and who have not applied to the Company in order to receive dividends, shares or debentures out of capital, or other benefits during
the aforesaid period. Such trustees or nominees shall be appointed for the use, collection or receipt of dividends, shares or debentures out of capital and rights to subscribe
for shares which have not yet been issued and which are offered to the shareholders but they shall not be entitled to transfer the shares in respect of which they were
appointed, or to vote on the basis of holding such shares. In all of the terms and conditions governing such trusts and the appointment of such nominees it shall be
stipulated by the Company that upon the first demand by a beneficial holder of a share being held by the trustee or nominee, such trustee or nominee shall be obliged to
return to such shareholder the share in question and/or all of those rights held by it on the shareholder’s behalf (all as the case may be). Any act or arrangement effected by
any such nominees or trustee and any agreement between the Board of Directors and a nominee or trustee shall be valid and binding in all respects.
116. The Board of Directors may from time to time prescribe the manner for payment of dividends or the distribution of bonus shares and the arrangement connected therewith.
Without derogating from the generality of the foregoing, the Board of Directors shall be entitled to pay any dividends or moneys in respect of shares by sending a check
via the mails to the address of the holder of registered shares according to the address registered in the register of shareholders of the Company. Any dispatch of a check as
aforesaid shall be done at the risk of the shareholder.
In those cases in which the Board of Directors specifies the payment of a dividend, distribution of shares or debentures out of capital, or the grant of a right to subscribe for
shares which have not yet been issued and which are offered to the shareholders against the delivery of an appropriate coupon attached to any share certificate, such
payment, distribution or grant of right to subscribe against a suitable coupon to the holder of such coupon, shall constitute a discharge of the Company’s debt in respect of
such operation as against any person claiming a right to such payment, distribution or grant of right to subscribe, as the case may be.
117. If two (2) or more Persons are registered as joint holders of a share, each of them shall be entitled to give a valid receipt in respect of any dividend, share or debenture out of
capital, or other moneys, or benefits, paid or granted in respect of such share.
BOOKS OF THE COMPANY
118. The Board of Directors shall comply with all the provisions of the Law in regard to the recording of charges and the keeping and maintaining of a register of directors, register
of shareholders and register of charges.
119. Any book, register and record that the Company is obliged to keep in accordance with the Law or pursuant to these Articles shall be recorded in a regular book, or by
technical, mechanical or other means, as the Board of Directors shall decide.
120. Subject to and in accordance with the provisions of Sections 138 to 139, inclusive, of the Law, the Company may cause supplementary registers to be kept in any place
outside Israel as the Board of Directors may think fit, and, subject to all applicable requirements of law, the Board of Directors may from time to time adopt such rules and
procedures as it may think fit in connection with the keeping of such branch registers.
BOOKS OF ACCOUNT
121. The Board of Directors shall keep proper books of account in accordance with the provisions of the Law. The books of account shall be kept at the Office, or at such other
place or places as the Board of Directors shall deem expedient, and shall at all times be open to the inspection of members of the Board of Directors. A shareholder of the
Company who is not a member of the Board of Directors shall not have the right to inspect any books or accounts or documents of the Company, unless such right has
been expressly granted to him by the Law, or if he has been permitted to do so by the Board of Directors or by the shareholders based on a Resolution adopted at a General
Meeting.
122. The Board of Directors shall from time to time arrange and submit to the General Meeting a balance sheet and statement of income of the Company.
A copy of the balance sheet and the statement of income shall be delivered to the shareholders registered in the Register in the manner prescribed in regard to the giving of
notices, at least seven days prior to the meeting.
The provisions of this Article shall not make it obligatory to send a copy of the aforesaid documents to a shareholder whose address is unknown to the Company, or to
more than one joint holder of a share. Any shareholder to whom a copy of the aforesaid documents is not sent, and also a person who produces to the Company a
certificate from a bank to the effect that shares of the Company are held for him at such bank, shall be entitled to request to receive copies of such documents at the Office
of the Company.
123. At least once each year the accounts of the Company and the correctness of the statement of income and the balance sheet shall be audited and confirmed by an independent
auditor or auditors.
124. The Company shall, in an annual General Meeting, appoint an independent auditor or auditors who shall hold such position until the next annual General Meeting, and their
appointment, remuneration and rights and duties shall be subject to the provisions of the Law, provided, however, that in exercising its authority to fix the remuneration of
the Auditor(s), the shareholders in an annual General Meeting may, by a Resolution, act (and in the absence of any action in connection therewith shall be deemed to have
so acted) to authorize the Board of Directors to fix such remuneration subject to such criteria or standards, if any, as may be provided in such Resolution, and if no such
criteria or standards are so provided, such remuneration shall be fixed in an amount commensurate with both the volume and nature of the services rendered by the
Auditor(s). By an act appointing such Auditors, the Company may appoint the auditor(s) to serve for a period of up to the end of completion of the audit of the yearly
financial statements for the three (3) year period then ended.
125. The Auditors shall be entitled to receive notices of every General Meeting of the Company and to attend such meetings and to express their opinions on all matters pertaining
to their function as the Auditors of the Company.
126. Subject to the provisions of the Law and the U.S. Rules, any act carried out by the Auditors of the Company shall be valid as against any person doing business in good faith
with the Company, notwithstanding any defect in the appointment or qualification of the Auditors.
127. For as long as the Company is a Public Company, as defined in the Law, it shall appoint an internal auditor possessing the authorities set forth in the Law. The internal
auditor of the Company shall present all of its proposed work plans to the Audit Committee of Directors, which shall have the authority to approve them, subject to any
modifications in its discretion.
NOTICES
128.
128.1. The Company may serve any written notice or other document on a shareholder by way of delivery by hand, by facsimile transmission or by dispatch by prepaid
registered mail to his address as recorded in the Register, or if there is no such recorded address, to the address given by him, her or it to the Company for the
sending of notices.
128.2. Any shareholder may serve any written notice or other document on the Company by way of delivery by hand at the Office, by facsimile transmission to the
Company or by dispatch by prepaid registered mail to the Company at the Office.
128.3. Any notice or document which is delivered or sent to a shareholder in accordance with these Articles shall be deemed to have been duly delivered and sent in respect
of the shares held by him (whether
in respect of shares held by him alone or jointly with others), notwithstanding the fact that such shareholder has died or been declared bankrupt at such time
(whether or not the Company knew of his death or bankruptcy), and shall be deemed to be sufficient delivery or dispatch to heirs, trustees, administrators or
transferees and any other persons (if any) who have a right in the shares.
128.4. Any such notice or other document shall be deemed to have been served:
128.4.1. in the case of mailing, 48 hours after it has been posted, or when actually received by the addressee if sooner than 48 hours after it has been posted;
128.4.2. in the case of overnight air courier, on the next day following the day sent, with receipt confirmed by the courier, or when actually received by the
addressee if sooner;
128.4.3. in the case of personal delivery, when actually tendered in person to such shareholder;
128.4.4. in the case of facsimile or other electronic transmission (including email), the next day following the date on which the sender receives automatic
electronic confirmation by the recipient’s facsimile machine or computer or other device that such notice was received by the addressee; or
128.4.5. in the case a notice is, in fact, received by the addressee, when received, notwithstanding that it was defectively addressed or failed, in some other respect,
to comply with the provisions of this Article 128.
129. Any shareholder whose address is not described in the Register, and who shall not have designated in writing an address for the receipt of notices, shall not be entitled to
receive any notice from the Company. In the case of joint holders of a share, the Company shall be entitled to deliver a notice by dispatch to the joint holder whose name
stands first in the Register in respect of such share.
130. Notwithstanding anything to the contrary contained herein, notice by the Company of a General Meeting, containing the information required by applicable law and these
Articles to be set forth therein, that is published, within the time otherwise required for giving notice of such meeting, in a press release via an international wire service
and furnished in a Report of Foreign Private Issuer on Form 6-K (or an equivalent form subsequently adopted by the SEC) to the SEC shall be deemed to be notice of such
meeting duly given, for the purposes of these Articles, to any Shareholder whose address as registered in the Register of Shareholders (or as designated in writing for the
receipt of notices and other documents) is located either inside or outside the State of Israel, if the Company’s shares are then listed for trading on a national securities
exchange in the United States or quoted in an over-the-counter market in the United States.
131. Whenever it is necessary to give notice of a particular number of days or a notice for another period, the day of delivery shall be counted in the number of calendar days or
the period, unless otherwise specified.
INSURANCE, INDEMNITY AND EXCULPATION
132. Subject to the provisions of the Law, the Company shall be entitled to enter into a contract to insure all or part of the liability of an Office Holder of the Company, imposed on
him in consequence of an act which he has performed by virtue of being an Office Holder, in respect of any of the following:
132.1. The breach of a duty of care to the Company or to any other Person;
132.2. The breach of a fiduciary duty to the Company, provided that the Office Holder acted in good faith and had reasonable grounds for believing that the action would
not adversely affect the best interests of the Company;
132.3. A pecuniary liability imposed on him in favor of any other person in respect of an act done in his capacity as an Office Holder.
133. Subject to the provisions of the Law, the Company shall be entitled to indemnify an Office Holder of the Company, to the fullest extent permitted by the Law. Subject to the
provisions of the Law, including the receipt of all approvals as required therein or under any applicable law, the Company may resolve retroactively to indemnify an Office
Holder with respect to the following liabilities and expenses, provided, in each of the below cases, that such liabilities or expenses were incurred by such Office Holder in
such Office Holder’s capacity as an Office Holder of the Company:
133.1. a monetary liability imposed on him in favor of a third party in any judgment, including any settlement confirmed as judgment and an arbitrator’s award which has
been confirmed by the court, in respect of an act performed by the Office Holder by virtue of the Office Holder being an Office Holder of the Company;
provided, however, that: (a) any indemnification undertaking with respect to the foregoing shall be limited (i) to events which, in the opinion of the Board of
Directors, are foreseeable in light of the Company’s actual operations at the time of the granting of the indemnification undertaking and (ii) to an amount or by
criteria determined by the Board of Directors to be reasonable in the given circumstances; and (b) the events that in the opinion of the Board of Directors are
foreseeable in light of the Company’s actual operations at the time of the granting of the indemnification undertaking are listed in the indemnification undertaking
together with the amount or criteria determined by the Board of Directors to be reasonable in the given circumstances;
133.2. reasonable litigation expenses, including legal fees, paid for by the Office Holder, in an investigation or proceeding conducted against such Office Holder by an
agency authorized to conduct such investigation or proceeding, and which investigation or proceeding: (i) concluded without the filing of an indictment against
such Office Holder and without there having been a monetary liability imposed against such Office Holder in lieu of a criminal proceeding; (ii) concluded without
the filing of an indictment against such Office Holder but with there having been a monetary liability imposed against such Office Holder in lieu of a criminal
proceeding for an offense that does not require proof of criminal intent; or (iii) involves financial sanction; and
133.3. reasonable litigation expenses, including legal fees, paid for by the Office Holder, or which the Office Holder is obligated to pay under a court order, in a proceeding
brought against the Office Holder by the Company, or on its behalf, or by a third party, or in a criminal proceeding in which the Office Holder is found innocent,
or in a criminal proceeding in which the Office Holder was convicted of an offense that does not require proof of criminal intent.
133.4. For purposes of Article 133.2 above:
133.4.1. the “conclusion of a proceeding without the filing of an indictment” regarding a matter in which a criminal proceeding was initiated, means
the closing of a file pursuant to Section 62 of the Israeli Criminal Procedure Law [Consolidated Version], 5742-1982 (the “Criminal Procedure
Law”) or a stay of process by Israel’s Attorney General pursuant to Section 231 of the Criminal Procedure Law; and
133.4.2. a “monetary liability imposed…in lieu of a criminal proceeding” means a monetary obligation imposed by law as an alternative to a
criminal proceeding, including, without limitation, an administrative fine pursuant to the Israeli Administrative Offenses Law, 5746-1982, a fine for
committing an offense categorized as a finable offense pursuant to the provisions of the Criminal Procedure Law, or a penalty.
133.5. The Company may undertake to indemnify an Office Holder as aforesaid: (i) prospectively, provided that the undertaking is limited to categories of events which in
the opinion of the Board of Directors
can be foreseen when the undertaking to indemnify is given, and to an amount set by the Board of Directors as reasonable under the circumstances, and (ii)
retroactively.
134. Subject to the provisions of the Companies Law including the receipt of all approvals as required therein or under any applicable law, the Company may, to the maximum
extent permitted by law, exempt and release, in advance, any Office Holder from any liability for damages arising out of a breach of a duty of care towards the Company.
135.
135.1. Any amendment to the Companies Law adversely affecting the right of any Office Holder to be indemnified or insured pursuant to Articles 132 to 134 and any
amendments to Articles 132 to 134 shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify or insure an Office Holder
for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.
135.2. The provisions of Articles 132 to 134 are not intended, and shall not be interpreted so as to restrict the Company, in any manner, in respect of the procurement of
insurance and/or in respect of indemnification and/or exculpation, in favor of any person who is not an Office Holder, including, without limitation, any
employee, agent, consultant or contractor of the Company who is not an Office Holder; and/or any Office Holder to the extent that such insurance and/or
indemnification is not specifically prohibited under law.
WINDING-UP AND REORGANIZATION
136. Should the Company be wound up and the assets of the Company made available for distribution among shareholders be insufficient to repay all of the Company’s paid-up
capital, such assets shall be divided in a manner whereby the losses shall, as far as possible, be borne by the shareholders pro rata to the nominal value of the paid-up
capital on the shares held by each of them, and, if at the time of the winding-up, the property of the Company available for distribution among the shareholders should
exceed the amount sufficient for the repayment of the full nominal value of the paid-up capital at the time of commencement of the winding-up, the surplus shall be
distributed to the shareholders pro rata to the paid-up capital held by each of them. In furtherance of the foregoing, the holders of Ordinary Shares shall be entitled to share
equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of Ordinary Shares upon such winding up.
137. Upon the sale of the Company’s assets, the directors may, or in the case of a liquidation, the liquidators may, if authorized to do so by a Resolution of the Company, accept
fully or partly paid-up shares, or securities of another company, Israeli or non-Israeli, whether in existence at such time or about to be formed, in order to purchase the
property of the Company, or part thereof, and to the extent permitted under the Law, the directors may (or in the case of a liquidation, the liquidators may) distribute the
aforesaid shares or securities or any other property of the Company among the shareholders without realizing the same, or may deposit the same in the hands of trustees for
the shareholders, and the General Meeting by a Resolution may decide, subject to the provisions of the Law, on the distribution or allotment of cash, shares or other
securities, or the property of the Company and on the valuation of the aforesaid securities or property at such price and in such manner as the shareholders at such General
Meeting shall decide, and all of the shareholders shall be obliged to accept any valuation or distribution determined as aforesaid and to waive their rights in this regard,
except, in a case in which the Company is about to be wound-up and is in the process of liquidation, for those legal rights (if any) which, according to the provisions of the
Law, may not be changed or modified.
Exhibit 2.2 Description of Stratasys Ltd. Ordinary Shares
The Stratasys Ltd. (hereinafter, “we”, “us”, “our” or similar expressions) authorized share capital consists of 180 million ordinary shares, nominal value NIS 0.01 per share.
As of February 14, 2024, 69,750,397 ordinary shares were issued and outstanding.
We may from time to time, by approval of a majority of our shareholders, increase our authorized share capital. Our fully paid ordinary shares are issued in registered form
and are freely transferable under our amended and restated articles of association, as further amended (to which we refer herein as our amended articles). Under the Israeli
Companies Law, 5759-1999, or the Companies Law, we are required to maintain a major shareholder register listing for shareholders holding 5% or more of our outstanding
ordinary shares.
Our amended articles and the laws of the State of Israel do not restrict the ownership or voting of ordinary shares by non-residents of Israel, except with respect to
individuals and entities that are residents of countries in a state of war with Israel, and except with respect to entities which are controlled by residents of countries in a state of
war with Israel.
Listing, Register Number and Purpose
Our ordinary shares are listed and traded on the Nasdaq Global Select Market under the trading symbol “SSYS.”
Our registration number at the Israeli Registrar of Companies is 51-260769-8. Our purpose under our memorandum of association includes every lawful purpose.
Dividend and Liquidation Rights
Holders of our ordinary shares are entitled to their proportionate share of any cash dividend, share dividend or dividend in kind declared with respect to our ordinary shares.
We may declare dividends out of profits legally available for distribution. Under the Companies Law, a company may distribute a dividend only if the distribution does not
create a reasonably foreseeable risk that the company will be unable to meet its existing and anticipated obligations as they become due. A company may only distribute a
dividend out of the company’s profits, as defined under the Companies Law.
Under the Companies Law, the declaration of a dividend does not require the approval of the shareholders of a company unless the company’s articles of association
provide otherwise. Our amended articles provide that our board of directors may declare and distribute dividends without the approval of the shareholders.
In the event of liquidation, holders of our ordinary shares will have the right to share ratably in any assets remaining after payment of liabilities, in proportion to the paid-up
nominal value of their respective holdings. These rights may be affected by the grant of preferential liquidation or dividend rights to the holders of a class of shares that may be
authorized in the future.
Shareholder Meetings
Holders of ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders. This right may be changed if shares with special
voting rights are authorized in the future.
Under the Companies Law, an annual general meeting of our shareholders is required to be held once every calendar year, but no later than 15 months from the date of the
previous annual general meeting.
1
All meetings other than the annual general meeting of shareholders are referred to as extraordinary general meetings. Our board of directors may call extraordinary general
meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law and our amended articles provide that our
board of directors is required to convene an extraordinary general meeting upon the written request of (i) any two of our directors or one-quarter of our board of directors or (ii)
one or more shareholders holding, in the aggregate, either (a) 5% of our outstanding issued shares and 1% of our outstanding voting power or (b) 5% of our outstanding voting
power. The Chairman of the Board of Directors or any other person appointed for that purpose by the board of directors, presides at each of our general meetings. The Chairman
of the Board of Directors is not entitled to vote at a general meeting in his capacity as Chairman.
Subject to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders that are entitled to participate and vote at general meetings are the
shareholders of record on a date decided by our board of directors, which may be between four and 40 days prior to the date of the meeting. Furthermore, the Companies Law
and the amended articles require that resolutions regarding the following matters must be passed at a general meeting of our shareholders:
●
amendments to the amended articles;
●
appointment or termination of our auditors;
●
appointment of directors and appointment and dismissal of external directors;
●
approval of acts and transactions involving related parties, as defined by the Companies Law or pursuant to our amended articles;
●
director compensation;
●
increases or reductions of our authorized share capital;
●
a merger; and
●
the exercise of our board of directors’ powers by a general meeting, if the board of directors is unable to exercise its powers and the exercise of any of its powers
is required for our proper management.
The Companies Law and the amended articles require that a notice of any annual general meeting or extraordinary general meeting be provided to shareholders at least 21
days prior to the meeting, and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested or
related parties, or an approval of a merger, notice must be provided at least 35 days prior to the meeting.
Under the Companies Law and the amended articles, shareholders are not permitted to take action via written consent in lieu of a meeting.
Voting Rights
Quorum requirements
Pursuant to our amended articles, holders of ordinary shares have one vote for each share held on all matters submitted to a vote before the shareholders at a general meeting.
The quorum required for a general meeting consists of at least two shareholders present in person, by proxy or written ballot who hold or represent between them at least 25%
of the total outstanding voting rights. A meeting adjourned for lack of a quorum is generally adjourned to the same day in the following week at the same time and place or to a
later time/date if so specified in the summons or notice of the meeting. At the reconvened meeting, any two or more shareholders present in person or by proxy constitute a
lawful quorum.
2
Vote requirements
Our amended articles provide that all resolutions of our shareholders require the approval of a majority of the voting power present and voting at a general meeting, in
person or by proxy, unless otherwise required by the Companies Law or by the amended articles. Under the Companies Law, each of (i) the approval of an extraordinary
transaction with a controlling shareholder, and (ii) the terms of employment or other engagement of the controlling shareholder of the company or such controlling shareholder’s
relative (even if not extraordinary) requires, in addition to approval by the audit committee (or, in the case of a compensatory arrangement, the compensation committee) and the
board of directors, approval by a special majority of the shareholders that fulfills one of the following requirements:
●
the majority includes a majority of shareholders who lack a conflict of interest (referred to under the Companies Law as a “personal interest”) in approval of the
transaction or terms of employment or engagement (as applicable); or
●
the votes of shareholders who have no conflict of interest in the transaction or terms of employment or engagement and who are present and voting, in person, by
proxy or by voting deed at the meeting, and who vote against it, may not represent more than two percent (2%) of the voting rights of the company.
To the extent that any such transaction with a controlling shareholder is for a period extending beyond three years, approval is required once every three years, unless the
audit committee determines that the duration of the transaction is reasonable given the circumstances related thereto.
The Companies Law generally requires a similar special majority for approval of the terms of employment of the chief executive officer (as with a transaction with a
controlling shareholder that is described above), based on the fulfillment of either of the above two conditions, except that for each such condition, the votes of non-controlling
shareholders who lack a conflict of interest (instead of just shareholders generally who lack a conflict of interest) count towards fulfillment of the relevant condition.
Under our amended articles, if the share capital is divided into classes, the alteration of the rights, privileges, preferences or obligations of any class of share capital will
require approval by a majority of the voting power present and voting, in person or by proxy, at a class meeting of the class so affected (or such other percentage of the relevant
class that may be set forth in the governing documents relevant to such class).
Israeli law provides that a shareholder of a public company may vote in a meeting and in a class meeting by means of a voting deed in which the shareholder indicates how
he or she votes on resolutions relating to the following matters:
3
●
appointment or removal of directors;
●
approval of transactions with office holders or interested or related parties;
●
approval of a merger or any other matter in respect of which there is a provision in the articles of association providing that decisions of the general meeting may
also be passed by voting deed;
●
approval of an arrangement or reorganization of the company pursuant to Section 350 of the Companies Law; and
●
other matters which may be prescribed by Israel’s Minister of Justice.
The provision allowing the vote by voting deed does not apply if, to the best knowledge of the company at the time of calling the general shareholders meeting, a controlling
shareholder will hold on the record date for such shareholders meeting, voting power sufficient to determine the outcome of the vote.
Shareholder Duties
Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain from
abusing his or her power in the company, including, among other things, in voting at the general meeting of shareholders and at class shareholder meetings with respect to the
following matters:
●
an amendment to the company’s articles of association;
●
an increase of the company’s authorized share capital;
●
a merger; or
●
the approval of interested party transactions and acts of office holders that require shareholder approval.
In addition, a shareholder also has a general duty to refrain from discriminating against other shareholders.
In addition, certain shareholders have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder who knows that it has
the power to determine the outcome of a shareholder vote or a shareholder class vote and any shareholder who has the power to appoint or to prevent the appointment of an
office holder of the company or other power towards the company. The Companies Law does not define the substance of this duty of fairness, except to state that the remedies
generally available upon a breach of contract will also apply in the event of a breach of the duty to act with fairness.
Access to Corporate Records
Under the Companies Law and our amended articles, shareholders are provided access to the following corporate records: minutes of our general meetings; our shareholders
register and principal shareholders register, articles of association and financial statements; and any document that we are required by law to file publicly with the Israeli
Companies Registrar or the Israel Securities Authority. In addition, shareholders may request to be provided with any document related to an action or transaction requiring
shareholder approval under the related party transaction provisions of the Companies Law. We may deny this request if we believe it has not been submitted in good faith or if
such denial is necessary to protect our interest or protect a trade secret or patent.
4
Modification of Class Rights
The rights attached to any class of shares, such as voting, liquidation and dividend rights, may be amended by adoption of a resolution by the holders of a majority of the
shares of that class present at a separate class meeting, or otherwise in accordance with the rights attached to such class of shares, as set forth in our amended articles.
Transfer Agent and Registrar
Our transfer agent and registrar in the United States is Continental Stock Transfer & Trust Company.
Anti-Takeover Provisions
Full Tender Offer
A person wishing to acquire shares of a public Israeli company and who could as a result hold over 90% of the target company’s issued and outstanding share capital or
voting rights is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the
company. A person wishing to acquire shares of a public Israeli company and who could as a result hold over 90% of the issued and outstanding share capital or voting rights of
a certain class of shares is required to make a tender offer to all of the shareholders who hold shares of the relevant class for the purchase of all of the issued and outstanding
shares of that class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital and voting rights of the company or of the
applicable class, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law (provided that a majority of the offerees that do not
have a personal interest in such tender offer shall have approved it, which condition shall not apply if, following consummation of the tender offer, the acquirer would hold at
least 98% of all of the company’s outstanding shares and voting rights (or shares and voting rights of the relevant class)). However, shareholders may, at any time within six
months following the completion of the tender offer, petition the court to alter the consideration for the acquisition. Even shareholders who indicated their acceptance of the
tender offer may so petition the court, unless the acquirer stipulated that a shareholder that accepts the offer may not seek appraisal rights). If the shareholders who did not
accept the tender offer hold 5% or more of the issued and outstanding share capital or voting rights of the company or of the applicable class, the acquirer may not acquire
shares of the company that will increase its holdings to more than 90% of the company’s issued and outstanding share capital or voting rights or 90% of the shares or voting
rights of the applicable class, from shareholders who accepted the tender offer.
5
Special Tender Offer
The Companies Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender offer if as a result of the acquisition the
purchaser could become a holder of 25% or more of the voting rights in the company, unless one of the exemptions in the Companies Law (as described below) is met. This rule
does not apply if there is already another holder of at least 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a
public company must be made by means of a tender offer if as a result of the acquisition the purchaser could become a holder of more than 45% of the voting rights in the
company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, unless one of the exemptions in the Companies Law is
met.
A special tender offer must be extended to all shareholders of a company but the offeror is not required to purchase shares representing more than 5% of the voting power
attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer may be consummated only if (i) at least 5% of
the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares
whose holders objected to the offer.
If a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity
may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from
the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
Merger
The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies Law are
met, by a majority vote of each party’s shares, and, in the case of the target company, a majority vote of each class of its shares, voted on the proposed merger at a shareholders
meeting called with at least 35 days’ prior notice.
For purposes of the shareholder vote, unless a court rules otherwise, the merger requires approval by a majority of the votes of shares represented at the shareholders’
meeting that are held by parties other than the other party to the merger, or by any person (or group of persons acting in concert) who holds (or hold, as the case may be) 25% or
more of the voting rights or the right to appoint 25% or more of the directors of the other party to the merger. If, however, the merger involves a merger with a company’s own
controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that
governs all extraordinary transactions with controlling shareholders (as described above under “Voting Rights—Vote requirements”).
If the transaction would have been approved by the shareholders of a merging company but for the separate approval of each class or the exclusion of the votes of certain
shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the
merger is fair and reasonable, taking into account the value of the parties to the merger and the consideration offered to the shareholders of the company that have petitioned the
court to approve the merger.
Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as
a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties to the merger, and may further give instructions to secure the rights of
creditors.
In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each party
with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each party.
Preferred Share Issuance
Under the Companies Law, we are allowed to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain
preferred rights, distributions or other matters and shares having preemptive rights. No preferred shares are currently authorized under our amended articles. In the future, if we
do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to
frustrate or prevent a takeover or otherwise prevent our
6
shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require an
amendment to our amended articles, which requires the prior approval of the holders of a majority of the voting power present and voting, in person or by proxy, at the
applicable general meeting of our shareholders. The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained at such a
meeting will be subject to the requirements set forth in the Companies Law as described above under “Voting Rights.”
Board of Directors
Under the Companies Law, the management of our business is vested in our board of directors. Our board of directors may exercise all powers and may take all actions that
are not specifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities
established by our board of directors. Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to any employment agreement
that we may enter into with him. All other executive officers are also appointed by our board of directors, subject to the terms of any applicable employment agreements that we
may enter into with them.
Under our amended articles, our board of directors must consist of at least seven and not more than 11 directors, including, to the extent applicable, at least two external
directors required to be elected under the Companies Law.
In May 2016, we elected to be governed by a newly-adopted exemption under the Companies Law regulations that exempts us from appointing external directors and from
complying with the Companies Law requirements related to the composition of the audit committee and compensation committee of our board of directors. Our eligibility for
that exemption is conditioned upon: (i) the continued listing of our ordinary shares on the Nasdaq Stock Market (or one of a few select other non-Israeli stock exchanges); (ii)
there not being a controlling shareholder (generally understood to be a 25% or greater shareholder) of our company under the Companies Law; and (iii) our compliance with the
Nasdaq Listing Rules requirements as to the composition of (a) our board of directors—which requires that we maintain a majority of independent directors (as defined under
the Nasdaq Listing Rules) on our board of directors and (b) the audit and compensation committees of our board of directors (which require that such committees consist solely
of independent directors (at least three and two members, respectively), as described under the Nasdaq Listing Rules). At the time that it determined to exempt our company
from the external director requirement, our board affirmatively determined that we meet the conditions for exemption from the external director requirement, including that a
majority of the members of our board, along with each of the members of the audit and compensation committees of the board, are independent under the Nasdaq Listing Rules.
As a result of our election to be exempt from the external director requirement under the Companies Law, each of our directors is elected annually, at our annual general
meeting of shareholders. The vote required for the election of each director is a majority of the voting power represented at the meeting and voting on the election proposal.
Our board of directors may appoint directors to fill vacancies on the board, for a term of office equal to the remaining period of the term of office of the director(s) whose
office(s) have been vacated.
In accordance with the exemption available to foreign private issuers under the Nasdaq Listing Rules, we do not follow the requirements of the Nasdaq rules with regard to
the process of nominating directors. Instead, we follow Israeli law and practice, in accordance with which our board of directors (based on the recommendation of the executive
committee thereof) is authorized to recommend to our shareholders director nominees for election. Under the Companies Law and our amended articles, nominations for
directors may also be made by any shareholder holding at least one percent (1%) of our outstanding voting power. However, any such shareholder may make such a nomination
only if a written notice of such shareholder’s intent to make such nomination (together with certain documentation required under the Companies Law) has been delivered to
our registered Israeli office within seven days after we publish notice of our upcoming annual general meeting (or within 14 days after we publish a preliminary notification of
an upcoming annual general meeting).
Description of Rights to Purchase Stratasys Ltd. Ordinary Shares
Rights and Rights Agreement
7
Our board of directors authorized, pursuant to a rights plan, adopted on July 24, 2022, (i) the issuance, on August 4, 2022, of one special purchase right, or Right, for
each ordinary share outstanding at the close of business on August 4, 2022, or the Record Date, as well as (ii) the issuance of one Right for each ordinary share issued after the
Record Date and prior to the earliest of the Issuance Date, the Redemption Date and the Expiration Date (as defined below) (including ordinary shares issued pursuant to the
exercise, conversion or settlement of securities exercisable for, convertible into or that may be settled for, ordinary shares or rights, in each case, issued or granted prior to, and
outstanding as of, the Issuance Date). Each Right represents the right to purchase one ordinary share, at a price of $0.01 per share, upon the terms and subject to the conditions
described below.
The Rights were issued pursuant to a rights agreement, dated as of July 25, 2022, between the Company and Continental Stock Transfer & Trust Company, as rights
agent. Each Right will allow its holder to purchase from us one ordinary share, at a purchase price of $0.01 per ordinary share, once the Rights become exercisable. Prior to
exercise, each Right does not give its holder any dividend, voting, liquidation or other rights as a shareholder of ours.
Exercise Period; Rights Certificates
The Rights will not be exercisable until the earlier of: (a) the close of business on the tenth day after the public announcement or public disclosure that a person or
group has become an “Acquiring Person” by obtaining beneficial ownership of 15% or more of our outstanding ordinary shares (subject to the parameters and exceptions
described below and in the rights agreement), except if such person or group has become an Acquiring Person pursuant to an offer approved by a majority of the board; or (b)
the close of business on the tenth business day (or a later date determined by the board before any person or group becomes an Acquiring Person) after a person or group begins
a tender or exchange offer (except if such person or group has become an Acquiring Person pursuant to an offer approved by a majority of the board) which, if completed,
would result in that person or group becoming an Acquiring Person. The earlier of such dates, upon which the Rights become exercisable, is referred to as the “Issuance Date”.
If a shareholder’s beneficial ownership of the then-outstanding ordinary shares as of the time of the public announcement of the rights plan was at or above 15%
(including through entry into certain derivative positions), that shareholder’s (or group of shareholders’) then-existing ownership percentage was to be grandfathered and would
not trigger the exercisability of the Rights, as that shareholder was not deemed to be an Acquiring Person. However, the Rights would become exercisable (and any such
shareholder will be deemed to be an Acquiring Person) if at any time after such announcement, that shareholder increases its ownership percentage to an amount equal to or
greater than the greater of (1) 15% and (2) the sum of (I) the lowest number of ordinary shares beneficially owned by such shareholder as a percentage of the outstanding
ordinary shares as of any time from and after the time of the public announcement of the declaration of the Rights and (II) 0.001%.
Until the Issuance Date, the balances in the book-entry accounting system of the transfer agent for our ordinary shares or, in the case of certificated shares, ordinary
shares certificates, also evidenced the Rights, and any transfer of ordinary shares or, in the case of certificated shares, certificates for ordinary shares, constituted a transfer of
Rights. After that date, the Rights separated from the ordinary shares and are evidenced solely by Rights certificates that were mailed to all eligible holders of ordinary shares.
Any Rights held by an Acquiring Person or any associate or affiliate thereof are void and may not be exercised.
In addition, in connection with the issuance or sale of ordinary shares following the Issuance Date and prior to the redemption, exchange, or expiration of the Rights,
we (a) shall, with respect to ordinary shares so issued or sold pursuant to the exercise of share options or pursuant to any other award or right under any employee benefit plan
or arrangement, granted or awarded as of the Issuance Date (including, for example, upon the vesting and settlement of our outstanding Restricted Share Units or purchase of
ordinary shares under our 2021 Employee Share Purchase Plan), or upon the exercise, conversion or exchange of securities hereinafter issued by us (except as may otherwise be
provided in the instrument(s) governing such securities), and (b) may, in any other case, if deemed necessary or appropriate by the board, issue Rights certificates representing
the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights certificate shall be issued if, and to the extent that, we shall
be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to our company or the person to whom such Rights certificate
would be issued, and (ii) no such Rights certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.
Flip-In/Flip-Over
8
If a person or group becomes an Acquiring Person, then beginning on the Issuance Date, all holders of Rights except the Acquiring Person or any associate or affiliate
thereof may, for a purchase price of $0.01 per one ordinary share, purchase one (1) ordinary share.
If our company is later acquired in a merger or similar transaction after the Issuance Date, all holders of Rights except the Acquiring Person or any associate or affiliate
thereof may, for a purchase price of $0.01 per share, purchase one (1) times the number of shares of the acquiring corporation that each shareholder of our company is entitled to
receive for each ordinary share held.
Scope of “Acquiring Person” Definition
An “Acquiring Person” is any person or entity who or which, together with all affiliates and associates of such person or entity, shall be the beneficial owner of 15% or
more of our ordinary shares then outstanding, but shall not include our company, any subsidiary of our company, any employee benefit or share ownership plan of our
company or any subsidiary of our company, or any entity holding ordinary shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no person or
entity shall become an “Acquiring Person” as the result of an acquisition of ordinary shares by our company which, by reducing the number of ordinary shares outstanding,
increases the proportionate number of ordinary shares beneficially owned by such person or entity to 15% or more of the ordinary shares then outstanding; provided, however,
that, if a person or entity shall become the beneficial owner of 15% or more of the ordinary shares then outstanding by reason of share purchases by our company and shall,
after such share purchases by our company, become the beneficial owner of any additional ordinary shares of our company, then such person or entity shall be deemed to be an
“Acquiring Person.” Notwithstanding the foregoing, if our board determines in good faith that a person or entity that would otherwise be an “Acquiring Person” has become
such inadvertently, and such person or entity divests as promptly as practicable a sufficient number of ordinary shares, so that such person or entity would no longer be an
“Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph, then such person or entity shall not be deemed to be an “Acquiring Person” for any
purposes of the rights agreement. The definition of Acquiring Person is furthermore subject to the “grandfathering” scenarios described under “Exercise Period; Rights
Certificates” above.
Exchange
Our board of directors may, at its option, at any time after any person or entity becomes an Acquiring Person, exchange all or part of the then outstanding and
exercisable Rights (except for Rights that have become void) for ordinary shares at an exchange ratio of one ordinary share per Right, appropriately adjusted to reflect any
adjustment in the number of Rights. However, the board will not be empowered to effect such exchange at any time after any person or entity (other than our company, any
subsidiary of our company, any employee benefit or stock ownership plan of our company or any such subsidiary, or any entity holding ordinary shares for or pursuant to the
terms of any such plan), together with all affiliates and associates of such person or entity, becomes the beneficial owner of 50% or more of the ordinary shares then
outstanding.
Immediately upon the action of the board ordering the foregoing exchange, the right to exercise the Rights that are to be exchanged will terminate and the only right
thereafter of a holder of such Rights shall be to receive that number of ordinary shares equal to the number of such Rights held by such holder multiplied by the exchange ratio.
In the event that there shall not be sufficient ordinary shares issued but not outstanding or authorized but unissued to permit any exchange of Rights, we will take all such action
as may be necessary to authorize additional ordinary shares for issuance upon exchange of the Rights.
Special Tender Offer
In connection with a special tender offer that is made in accordance with the provisions of the Companies Law, the board will consider the requirements of Section 330
of the Companies Law.
Anti-Dilution Provisions
Our board may adjust the purchase price of ordinary shares under each Right, the number of ordinary shares issuable under each Right, and the number of outstanding
Rights to prevent dilution that may occur from a share dividend, a share split, or a reclassification of the ordinary shares. No adjustments of less than 1% will be made to the
purchase price under the Rights.
Amendments
9
The terms of the rights agreement may be amended by our board without the consent of the holders of the Rights. After a person or group becomes an Acquiring
Person, our board may not amend the rights agreement in a way that adversely affects holders of the Rights.
Redemption
The board may, at its option, at any time prior to such time that any person or entity becomes an Acquiring Person, redeem all but not less than all the then outstanding
Rights. The redemption of the Rights by the board may be made effective at such time, on such basis and with such conditions as the board, in its sole discretion, may establish
(the effective date of redemption is referred to as the Redemption Date). Immediately upon the effectiveness of the action of the board ordering the redemption of the Rights, and
without any further action and without any notice, the right to exercise the Rights will terminate.
Expiration
The Rights will expire on July 24, 2023 (which we refer to as the Expiration Date).
10
EXHIBIT 8.1
Subsidiaries
ENTITY
JURISDICTION OF
INCORPORATION
OR ORGANIZATION
Stratasys Solutions Ltd.
United Kingdom
Stratasys AP Limited
Hong Kong
Stratasys Direct, Inc.
California
Stratasys GMBH
Germany
REA Real Estate GmbH
Germany
Stratasys, Inc
Delaware
Stratasys Japan Co. Ltd.
Japan
Stratasys Korea Ltd.
Korea
Stratasys Latin America Representacao De Equipamentos Ltd.
Brazil
Stratasys Mexico S.A. de C.V.
Mexico
Stratasys Shanghai Ltd.
China
Stratasys Powder Production Aps.
Denmark
RP Support Ltd.
United Kingdom
Stratasys Distribution UK Ltd.
United Kingdom
Stratasys Power Production Ltd.
United Kingdom
Stratasys Netherlands BV
Netherlands
iSquared AG
Switzerland
Stratasys India Private Limited
India
Stratasys Singapore Pte. Ltd.
Singapore
Exhibit 11.1
STRATASYS LTD. INSIDER TRADING POLICY
(updated November 2022)
SCOPE
This policy applies to all Stratasys employees.
PURPOSE
The ordinary shares of Stratasys Ltd., an Israeli company (the “Company”), are listed on the NASDAQ Global Select Market in the United States (“NASDAQ”) under the
symbol “SSYS.”
The Company is required to file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
POLICY
U.S. law, including the Insider Trading and Securities Fraud Enforcement Act of 1988, and laws in other jurisdictions in which the Company and its subsidiaries conduct their
business, prohibit trading in the securities of a public company while in possession of “inside” information. Anyone violating these insider trading laws is subject to personal
liability and could face criminal penalties. The Company takes seriously its obligation to prevent insider trading violations. In light of the severity of the possible sanctions, both
to you individually and to us as a company, we have adopted this Statement of Company Policy Regarding Insider Trading (hereafter, this “Insider Trading Policy” or this
“Policy”) to assist all of us in complying with our obligations. You are required to acknowledge that you have received and understand this Policy by signing the attached
Confirmation, and furthermore, the Company expects you to strictly abide by this Policy. Any violation of this Policy could subject you to disciplinary action, up to and
including termination of employment and civil or criminal liability.
Policy
Any officer, director, or employee of the Company or its subsidiaries, and/or affiliated corporation or any related person, including any consultant to the Company, that is in
possession of material, non-public information (as defined below) relating to the Company, or any of its subsidiaries, or any other entity with which the Company or its
subsidiaries conduct business, is prohibited from:
•
purchasing or selling Company securities while in possession of such material, non-public information (other than pursuant to a trading plan that complies with
Exchange Act Rule 10b5-1 pre-cleared by the Company’s Insider Trading Compliance Officer (as described below));
•
purchasing or selling publicly traded securities of any entity with which the Company conducts business (such as a significant customer or significant supplier) and as to
which a person has obtained material non-public information; and
•
communicating such non-public information to any person not properly authorized to receive such information or communicating such non-public information in a place
or manner or under circumstances that may permit persons not properly authorized to become aware of such information.
For purposes of this Policy, “material, non-public information” means any information not generally known to the public that a reasonable investor would consider important in
deciding whether to buy, sell or hold securities of the relevant company. Information is generally considered to be “important” if it would be viewed by a reasonable investor to
have altered the “total mix” of information available. While it is not possible to define all categories of “material” information, there are various categories of information that
are particularly sensitive and, as a general rule, should always be considered material.
Common examples of information that will frequently be regarded as material include the following:
•
financial results;
•
projections of future earnings or losses;
•
news concerning pending or proposed acquisitions or mergers;
•
new or significant sales of assets or disposition of subsidiaries;
•
significant write-downs of assets or additions to reserves for contingent liabilities;
•
changes in dividend policy or the declaration of a stock split or reverse stock split;
•
the offering of additional equity or debt securities;
•
news concerning the current or prospective management of the Company;
•
announcements of significant new products or discoveries;
•
pending bankruptcy or financial liquidity problems;
•
the gain or loss of a substantial customer or supplier etc.; and
•
significant litigation or investigations by third parties or by governmental bodies.
Please note that both positive and negative information can constitute material information. Please also note that this Policy prohibits the misuse of information about the
Company and its subsidiaries and/or affiliated corporations, as well as information about other entities obtained as a result of employment or other relationship with the
Company.
Confidentiality of Non-Public Information
Company personnel (which include, for purposes of this Policy, personnel of the Company’s subsidiaries) shall maintain as confidential all material, non-public information
related to the Company and its subsidiaries or that is obtained as a result of employment with the Company or its subsidiaries. Company personnel may disclose this
information to other employees and representatives of the Company only if such individuals have a need to know such information in order to properly perform their duties on
behalf of the Company.
Transactions by Immediate Family Members
The same restrictions that apply to Company personnel under this Policy also apply to immediate family members, particularly to those living in the same household. Company
personnel are responsible for the compliance with this Policy by their immediate family members and other family members sharing their household.
Tipping Information to Others
This Policy also prohibits communication of material, non-public information about the Company or any of its subsidiaries and/or affiliated corporations to anyone not
authorized to receive it. Personnel should be on guard to ensure that such information is not imparted to anyone inadvertently. The penalties under U.S. securities laws and
under this Policy for use of such information for a securities transaction apply to a person whether or not he or she personally derives any benefit from the transaction, such as
an unlawful transaction undertaken by a person receiving the information from a Company employee or other insider. Such non-public information should not be discussed with
spouses, friends, or relatives and should not be discussed in public places where discussions might be overheard.
When Information Becomes Public
It is also improper for a Company officer, director, employee or other person, including a consultant, to trade Company securities immediately after the Company has publicly
announced material information of which he or she was aware while it was non-public.
Appropriate channels for public dissemination of material information include:
•
Press releases distributed through a widely disseminated news or wire service;
•
Public statements from a senior company officer at a news conference or conference call of which the public had adequate advance notice and to which the public was
granted access;
•
Disclosure in Reports of Foreign Private Issuer on Form 6-K filed with the SEC; and
•
Postings on the Company’s web site that comply with SEC Regulation FD and other applicable regulations.
Whether the disclosure is adequate will depend on the nature of the information as well as the method of public dissemination. Because Company shareholders, as well as the
investing public, generally require some time to receive and evaluate such information, as a general rule, personnel should not engage in any transactions in Company securities
until one complete trading day has passed after the information has been released publicly. For example, if an announcement of material information of which you are aware is
made before the market opens on a Monday, then on Tuesday (i.e., after one full trading day (Monday) has passed) would be the first day on which you could trade. On the
other hand, if the announcement is made while the market is open or after the market closes on a Monday, then Wednesday (i.e., the second trading day following the
announcement) would generally be the first day on which you could trade. If an announcement is made prior to the opening of the market on a Friday, the first day on which a
trade may be consummated would be the following Monday; however, if the announcement is made on a Friday after the market opens, the first day that a trade could be made
would be the next Tuesday.
Pre-Clearance Procedure for All Trades by Executive Officers, Directors and Employees; Suspension of Trading
To provide assistance in preventing inadvertent violations and avoiding even the appearance of a questionable or improper securities transaction (which could result, for
example, where an officer engages in a trade while unaware of a pending major development), we require that all Company executive officers and directors secure pre-clearance
in advance of effecting any transaction in Company securities. For purposes of the pre-clearance requirement described in this paragraph, any person identified as a member of
senior management pursuant to Item 6.A of the Company’s annual report on Form 20-F (or as an executive officer pursuant to Item 10 of the Company’s annual report on Form
10-K if the Company then does not qualify as a foreign private issuer under the SEC’s rules) shall be considered an “executive officer” of the Company. Occasionally, certain
additional individuals may have access to material non-public information for a period of time. During such a period, such persons may be notified by the Compliance Officer
(as defined below) or the Company’s Chief Executive Officer that they are also subject to the pre-clearance procedure. For purposes of this Policy, all persons who are subject to
the pre-clearance requirement must receive written pre-clearance from the Company's Chief Legal Officer, who shall serve as the “Compliance Officer” for purposes of this
Policy. To obtain clearance for a securities transaction, you should contact the Compliance Officer by email at Vered.Benjacob@stratasys.com or call her at (972)-74-745-4029.
Any executive officer or director who wishes to implement a trading plan under Exchange Act Rule 10b5-1 must first pre-clear the plan with the Compliance Officer. As
required by Rule 10b5-1, an executive officer or director may enter into a trading plan only when he or she is not in possession of material, non-public information. In addition,
a trading plan may not be entered into during a Blackout Period (as described below). Transactions effected pursuant to a pre-cleared trading plan will not require further pre-
clearance at the time of the transaction.
From time-to-time, we may recommend that Company directors, officers, and selected others (as to be selected by the Compliance Officer or the Company’s Chief Executive
Officer) suspend trading in Company securities because of developments that have not yet been disclosed to the public. All those affected should not trade in Company
securities while the suspension is in effect, and should not disclose to others that we have suspended trading for them.
Blackout Periods
No officer, director or employee of the Company or its subsidiaries, and/or affiliated corporation, or any relative thereof, may buy or sell Company securities during any
quarterly “Blackout Period” (as defined hereinafter). The four quarterly Blackout Periods begin two weeks prior to the conclusion of each fiscal quarter, i.e. on March 18th, June
17th, September 17th and December 18th, and conclude when one full trading day has passed after the Company’s financial results for the relevant fiscal quarter or, in the case
of the final fiscal quarter, for the fiscal year then ended have been publicly announced or included in a filing with the SEC.
Additional Prohibited Transactions
The Company believes that it is improper and inappropriate for any Company (or Company subsidiary) officer, director, employee or consultant (or affiliates or relatives
thereof) to engage in short-term or speculative transactions involving Company securities. Therefore, officers, directors, employees and consultants of the Company and its
subsidiaries, and their immediate family members, are prohibited from engaging in any of the following activities with respect to Company securities:
•
margin purchases.
•
short sales; and
•
buying or selling puts or calls.
Certain Exceptions:
Stock Options Exercises.
For purposes of this Policy, the Company considers the exercise of stock options under the Company’s share incentive plans (but not the sale of the underlying shares) to be
exempt from this Policy. This Policy does apply, however, to a broker-assisted “cashless” exercise of an option (in which there is a “sale to cover” involving the sale of a portion
of the shares received upon exercise in order to pay the exercise price, taxes and brokerage fees and commissions), or any other market sale for the purpose of generating the
cash needed to pay the exercise price of an option.
RSU Vesting.
The sale of a portion (or all) Company shares issued following the vesting of Restricted Share Units (RSUs) granted under the Company’s share incentive plans is subject to the
restrictions under this Policy. However, if the timing or conditions for the vesting of the RSUs is set in advance by the relevant grant instrument, an immediate “sale to cover” of
a portion of the Company shares received upon vesting, effected by the administrator of the Company’s share incentive plans for the purpose of covering tax liability that is
triggered by the vesting, shall be exempt from the restrictions under this Policy.
Employee Share Purchase Plan.
This Policy does not apply to purchases of Company shares in the Company’s employee share purchase plan (ESPP), if any, resulting from periodic contributions of money to
the ESPP pursuant to the elections made at the time of enrollment in the plan. This Policy also does not apply to purchases of Company shares resulting from lump sum
contributions to the ESPP, provided that the participant elected to participate by lump-sum payment at the beginning of the applicable enrollment period. This Policy does apply,
however, to a participant’s election to participate in or increase his or her participation in the ESPP, and to a participant’s sale of Company shares purchased under the ESPP,
other than a “quick sale” of shares purchased under the ESPP that is carried out pursuant to instructions that were provided by the employee at the beginning of the applicable
enrollment period.
Purchases or Sales Under a Pre-Approved Trading Plan in Accordance with Exchange Act Rule 10b5-1.
Purchases or sales under a pre-approved trading plan adopted in accordance with Exchange Act Rule 10b5-1 (as described above in this Policy) are exempt from the restrictions
described in this Policy.
Consequences of Insider Trading
In addition to any punitive action that may be taken by the Company under this Policy in response to a violation (which may include ineligibility for future participation in the
Company’s equity compensation plans or dismissal of the violator), the following penalties (as may be amended from time to time) may be imposed on individuals and
corporations under insider trading laws:
•
For individuals who trade while in possession of material inside information or tip material inside information to others who in turn trade:
a. (1) Civil penalties of up to three times the profit gained or loss avoided;
(1) Criminal fines (regardless of how small the profit realized) of up to $5 million; and
(2) Jail terms of up to 20 years.
•
For corporations or other entities (as well as, potentially, officers, directors, and certain supervisory personnel of such entities) that fail to take appropriate steps to
prevent illegal insider trading:
(1) civil penalties of the greater of $1 million or three times the profit gained, or loss avoided, as a result of a violation; and
(2) criminal penalties of up to $25 million.
Company Assistance; Compliance Officer
Any person who has any questions about this Policy or specific securities transactions may obtain additional information from the Company's Compliance Officer or the
Company’s outside counsel to whom he or she may direct you. Please remember, however, that the ultimate responsibility for adhering to this Policy and avoiding the
consequences of questionable or improper securities transactions rests with you.
The Compliance Officer shall have the authority to interpret and enforce this Policy (in addition to the specific authorities delegated to the Compliance Officer under the
foregoing provisions of the Policy). Without limitation, the Compliance Officer shall have the authority to interpret terminology used in this Policy that is not otherwise
explicitly defined herein (such as entities deemed to be subsidiaries and/or affiliated corporations of the Company whose employees are subject to the Policy, or people deemed
to be relatives of employees). The Compliance Officer shall make such interpretations in a manner consistent with the “Purpose” and “Policy” set forth above.
Exhibit 12.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT
I, Yoav Zeif, certify that:
1.
I have reviewed this annual report on Form 20-F of Stratasys Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) for the
company and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial
reporting; and
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: March 06, 2025
By /s/ Yoav Zeif
Yoav Zeif
Chief Executive Officer
Exhibit 12.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT
I, Eitan Zamir, certify that:
1.
I have reviewed this annual report on Form 20-F of Stratasys Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) for the
company and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial
reporting; and
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: March 6, 2025
By /s/ Eitan Zamir
Eitan Zamir
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Exhibit 13
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b)/RULE
15d-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Stratasys Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), we, Yoav Zeif, Chief Executive Officer of the Company, and Eitan Zamir, Chief
Financial Officer of the Company, certify, pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended and 18
U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: March 6, 2025
By /s/ Yoav Zeif Yoav Zeif
Chief Executive Officer
By /s/ Eitan Zamir Eitan Zamir
Chief Financial Officer
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-190963, 333-236880, 333-253694 333-262951, 333-262952 and
333-270249) and Form F-3 (No. 333-251938) of Stratasys Ltd. of our report dated March 6, 2025 relating to the financial statements and the effectiveness of internal control
over financial reporting, which appears in this Form 20-F.
Tel-Aviv, Israel
/s/ Kesselman & Kesselman
March 06, 2025
Certified Public Accountants (Isr.)
A member firm of PricewaterhouseCoopers International Limited