Track the companies that matter to you. It's FREE! Click one of these fan favorites to get started: Apple; Google; Ford.

Recs

45

What Part of Merger Growth Accounting Do You Not Understand?

Don't let it get away!

Keep track of the stocks that matter to you.

Help yourself with the Fool's FREE and easy new watchlist service today.

The 3-D printing industry is up and coming, and two companies -- 3D Systems (NYSE: DDD  ) and Stratasys (Nasdaq: SSYS  ) -- are leading the way. Both are growing organically and via acquisitions, and their stocks have been pretty volatile.

However, there have been a few articles published recently on Seeking Alpha -- one by Gray Wolf Research and one by Douglas W. House -- and one by Fool blogger Adam Levy, that have called into question the accounting practices of Stock Advisor recommendation 3D Systems. Frankly, it seems to me that these guys don't know what they're talking about -- especially Gray Wolf and House, who both go to considerable effort to support their conclusions. Levy was following up on what had been published by the other two.

Before I go any further, you need to know that I own shares of 3D Systems, and I work for Stock Advisor. At least one of the authors of the above linked articles was short the shares at the time of publication. (Gray Wolf disclosed its short position in its article.) Onward.

Merger accounting
I'm going to focus on the discussion in House's article that centers around acquisitions made by 3D Systems, and his claim that the way these are accounted for obfuscates what "true" organic growth at the company would be. Each of the above-referenced articles, however, makes, or at least mentions, this point.

What House seems to base a big part of his bearish case on is the practice by 3D Systems of including acquired business revenue into 3D Systems' own revenue and, after a year, calling any growth above that combination "organic" growth (that is, growth outside of acquisitions).

The claim is that this is not accurate for understanding "true" organic growth, and is therefore misleading. In essence, House is accusing the company of accounting high crimes and misdemeanors, using language like "employing dodgy accounting" (summing up what he got from the Gray Wolf piece), as well as "management ... is hiding something" and "the only reason ... is to obfuscate."

In support of his claim, he quotes 3D's CFO Damon Gregoire's (correct) explanation of how 3D accounts for mergers, and how it calculates organic growth, but then dismisses the explanation as a "scheme." House then goes to a lot of trouble -- and, in my view, wasted effort -- trying to ferret out what he believes "true" organic growth of 3D Systems is, measured against what the company is reporting.

House, in other words, is trying to see how the 3D Systems of several years ago "would have" grown if it had not acquired anything, without acknowledging that the company of today is not the company it was several years ago. That is entirely the wrong way to approach this. Let me explain.

In simple terms
Here is how acquisitions work, folks.

Company A buys Company B on 12/31/10. It has never made an acquisition in the past. At the end of each quarter ending 3/31/11, 6/30/11, 9/30/11, and 12/31/11, it reports total revenue (A + B) and may, though not always, break that down into "organic" and "acquired." Organic revenue would be what A generates on its own during 2011, as if it were a separate company, and acquired revenue would be what B does on its own during 2011, again as if it were a separate company.

However -- and this is important -- the further forward in time you go, the harder it gets to separate the two revenue streams. There's nothing misleading about this; it's just that A is busy integrating the operations of B into its own. Sales reps, secretaries, products, manufacturing, and so on.

After one year has gone by, the presumption is that this integration has gone on to such an extent that it is no longer practical -- or even possible -- to figure out which dollar of revenue came from B, and which came from the original A. Therefore, all revenue going forward is attributed to A -- the "base" revenue that Gregoire mentioned -- and revenue growth calculations going forward are now based upon this larger, integrated whole.

If A then buys Company C on 3/31/12, for the quarters ending 6/30/12 and 9/30/12 (and 12/31/12 and 3/31/13 when we get to them), it would do the same thing. Organic growth would be counted from the larger A that resulted from A + B, and acquired growth would be from C. Once 3/31/13 rolls around, all three would be "A," and we'd go from there.

There is nothing shady or dishonest about doing things this way. And if you think about it, you'll see why. Once operations have become commingled, how can you accurately separate them to fairly say this dollar of revenue and that dollar of expense belong to each entity?

Real world lack of silliness
If you want to see how silly House's (and Gray Wolf's) belief that such separation of revenue beyond a year really is, consider the following.

Coca-cola (NYSE: KO  ) has bought a lot of stuff in the past, including three Scandinavian soft drink and water brands from Carlsberg A/S for $225 MM, back in June 2008. Today, do we see any claims that sales from this acquisition should be split out and tracked separately so that investors can get a "true" sense of what Coca-Cola's growth would have been since then? Of course not; the idea is ludicrous. Then why should 3D Systems have to do this?

One year of seasoning
In short, once a year has gone by, it's assumed that the original company plus the acquired company are one big, happy family -- or at least kissing cousins -- with finances and processes so commingled, that it's useless to try to separate them. The financial statements reflect this; the company's discussion reflects this. But this is not the only situation where one year is long enough.

Consider retailer same-store sales (aka "comps" or "comparable sales"). This is the measure of how much more (or less) stuff stores open for at least a year have sold compared to the year before. The reason to exclude younger stores is to see how sales are doing at stores after they've had a chance to "settle in," so to speak, and to make an apples-to-apples comparison.

Once a new store has been open a year, however, its sales are added to the base, and everything is measured against that expanded base. I have yet to see anyone claim that sales from stores opened in, say, 2010 should not be included in the comps reported in 2012, because investors need to know what the "true" growth is.

Portfolio recommendations
The claims made by House wouldn't be so bad if nobody paid attention to them. Unfortunately, that's not the case. At least one investment advisor suggested that followers should sell their shares based upon House's claims of dodgy accounting. Cody Willard at MarketWatch told his Revolution Investor newsletter subscribers that, after reading House's Monday article, "I don't play with real fire and I certainly don't mess around with questionable accounting, because it burns too. I'm selling DDD on Tuesday."

In contrast, at Stock Advisor, we don't react with a knee jerk to potentially bad news. We look into things further, think about them for a day or two, and then decide. We may give up a few more points if the news is real and the stock slides further, but we'd rather be sure about our analysis.

Oh, and just in case you're wondering, 3D Systems remains an active recommendation at Stock Advisor.

Wrapping it up
Now, there might indeed be problems at 3D Systems, and House and Gray Wolf may have legitimate points. However, given that the two apparently don't understand the basics of how growth from mergers is handled, I wouldn't put too much faith into what else they wrote. It could be just as wrong.

More Expert Advice from The Motley Fool
There is absolutely no question that Coca-Cola has been great to long-term shareholders, but the company faces some new threats to its continued market dominance. We've recently compiled a premium research report containing everything you need to know about Coca-Cola. If you own or are considering owning shares in the company, youll want to click here now and get started!

Jeff Fischer and team have demystified options. And they can rack up income like $1,030... $2,626... and $3,228 on a schedule you can set your watch by!
That's why we're glad to announce every single one of their closely guarded strategies is available to YOU during May and June – 100% FREE, no strings attached! Just enter your email address in the box below...


Read/Post Comments (20) | Recommend This Article (45)

Comments from our Foolish Readers

Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

  • Report this Comment On November 16, 2012, at 6:24 PM, BuggyFunBunny wrote:

    Well, may be. But their quite right in what they're trying to ferret out: is DDD's business really growing? Are they shifting more of *their* widgets? More than a few companies are dinged for *not* breaking out operating unit data. You're saying that this is OK, across the board. It's not. Particularly when the acquisitions aren't really part of the BOM of the company's (DDD) products. Only if/when that happens is it reasonable to call the bought in revenue as "organic" growth. That might never happen. Remember Gulf & Western? The "first" conglomerate?

  • Report this Comment On November 16, 2012, at 7:23 PM, lynmar79 wrote:

    Excellent rebuttal, Jim. I hope 3D Systems follows through on pursuing legal action against Gray Wolf, House and Levy. What they did was the equivalent of shouting fire in a crowded theater. Once you do that, people head for the exits, and I believe that's what investors did when they heard the charge of accounting irregularities. In the wake of the 3 articles, anywhere from 10% to 15% of DDD's market cap was wiped out, and as a result the company and the shareholders were harmed. In addition, at the bottom of Adam Levy's article it stated that the Motley Fools were short DDD. As a Fools member I was shocked, having purchased shares based on their recommendation. The next day that was changed to reflect Motley Pro having a put position, but the damage was done. Jim, do you feel DDD investors might also have legal recourse in this matter, if the claims are proven to be false? Thanks for your hard work.

  • Report this Comment On November 16, 2012, at 8:36 PM, elihpaudio wrote:

    Jim,

    Nice, accurate summary. A key point worth making, is that 3D Printing, or "additive manufacturing" as it's also called, is undergoing RAPID and MASSIVE technological changes and advances. That alone is evolving how DDD looks, and changing what their core business and technology is.

    Ignoring the importance of the acquisitions that the company has made into new capabilities and technologies, and even worse, making these acquisitions out to be some sort of massive manipulation of the company's performance, is just plain short-sighted.

    This technology is leading down a path of major growth and opportunity, and if you want to sell your shares out of nonsensical fear, knock yourself out.

    There's no smoke, because there's no fire. What you see is steam from all the hot air blown by Gray Wolf & House at Seeking Alpha.

  • Report this Comment On November 17, 2012, at 11:13 AM, thebigee wrote:

    First of all "Gray Wolf Research" is an anonymous posting baffoon. Anyone who choses to write such things under the guise of being some "trustworthy research firm" should never be allowed to write such crap.

    And I hope that DDD goes after him legally with all of their "guns loaded".

    On the other hand, Motley Fool isn't exactly clean here either, as they themselves have posted that they are short on the stock, while "pumping" the stock, and then allowing others to post such blogs on their web-site, ... even though they want to provide "truthful" information to the investment community. Isn't that a bunch of crap.

  • Report this Comment On November 17, 2012, at 4:31 PM, TMFGebinr wrote:

    Hi thebigee,

    As I pointed out on the Fool blog post, the disclosure that TMF was short shares of DDD was a mistake in the system we use to generate our disclosures that, unfortunately, wasn't caught. TMF is not and (I believe) never has been short DDD. That mistaken disclosure (on the blog as well as several articles) has since been corrected.

    Thanks for reading.

    Cheers,

    Jim

  • Report this Comment On November 17, 2012, at 6:42 PM, lynmar79 wrote:

    JIm, Motley Fool's is heavily followed by the investment community, and has a very stellar reputation. When Adam Levy released his article, with the disclosure that Motley Fool's was short DDD, that sent a shockwave through your

    subscriber base, of which I'm a premium member,

    and the investment community. The damage was done, and the retraction that Motley Fool's was not short DDD appeared a day later. How many investors that read that article went back and read it again to see that MF's was not short DDD stock?

    The stock dropped 5 points that day. Adam Levy basically piled on to the Gray Wolf and House articles, creating a real fear, that where there's smoke there's fire, and that the SEC would soon be going after 3D Systems for accounting irregularities. We all know what happens to companies that are engaged in that kind of conduct. I for one, am surprised that MF's does not have some kind of fact check system in place

    before a stock like DDD, which has until now been heavily promoted by MF's, is tarnished by a MF's article. Adam Levy writes many articles for MF's and is respected by the MF's community. What he wrote is what he believes, and he will have to deal with 3D Systems, but what he wrote also harmed your subscribers. To point out to TMFgerbinr that the mistake has been corrected, is a little to late for the damage that was done to DDD investors. This mistake/article resulted in millions of dollars of market cap wiped out. What happened is serious, and should be dealth with appropriately. I don't think it has. Thanks.

  • Report this Comment On November 17, 2012, at 8:01 PM, lynmar79 wrote:

    "While the 3D printing industry may be going places, I simply don’t trust the management at 3D Systems. Using accounting to project an illusion of outstanding growth shouldn’t be necessary in an industry that’s growing as fast as 3D printing. Moreover, I believe the company’s newest endeavor in The Cube will ultimately fail to produce the growth investors are looking for"....Adam Levy

    Jim, your reaction?

  • Report this Comment On November 17, 2012, at 9:13 PM, lynmar79 wrote:

    Jim, is Adam Levy employed by, or compensated in any way by, Motley Fool's? Thanks.

  • Report this Comment On November 17, 2012, at 9:26 PM, Blueskyinvest wrote:

    Jim,

    Thanks for your article. The explanation 3D's CFO gave makes perfect sense. The only way the accounting would be deceptive would be to count the revenue in year 1 as growth against the base. Regardless of how well integrated a new acquisition is after the first year all future earnings growth is organic and it should be treated that way. The impact a new acquisition has on 3D's ability to execute its short and long range strategy and increase its revenues will forever change what it would have been if the acquisition had not happen.

    Given that most mergers and acquisitions do damage to a companies bottom line says a lot about 3D management's ability to buy at the right price, acquire companies that fit their business model and immediately add to earnings.

  • Report this Comment On November 18, 2012, at 6:19 PM, TMFGebinr wrote:

    Now this is interesting. If you click on the link to House's article at the beginning of my article, the page reads: "Editor's note: This article has been provisionally removed from the website pending resolution of a factual dispute."

    I wonder if that was because of this article or because 3D's legal department might have contacted Seeking Alpha.

    There is a conference call by the company Monday morning meant to rebut content from articles like House's and Gray Wolf's. While I won't be able to listen to it live (prior conflicting obligation), I definitely look forward to reading the transcript.

    Jim

  • Report this Comment On November 18, 2012, at 6:39 PM, TheDumbMoney2 wrote:

    This an EXCELLENT substantive article and a model for what all Fool.com articles regarding particular companies should be like. I love the newsworthiness of it, and the interaction with other articles out in the financial blogosphere.

    A+++

    Thank you.

  • Report this Comment On November 18, 2012, at 6:50 PM, ftyxui wrote:

    (I'm long DDD.)

    If A and B merge, you report A's earnings before the merger and A+B's earnings after. Fair enough, and that's how all companies do it.

    If you divide today's earnings by yesteryear's, that's A+B today divided by just A yesteryear. That's not right, but that's still how all companies do it. It ought to be divide A+B today by the sum of A and B from yesteryear. Nobody does that.

    But that's STILL not right. What you really want to know is if the stock's going to go up. Assume earnings per dollar of stock stays about constant. If earnings per share are going up then the share price will go up too to keep earnings per dollar constant. Assume they'll go up in the future at the same rate they went up in the past. So, we want to compare earnings per dollar now against earnings per dollar last year.

    The questions, then, are how fast earnings are increasing, and how fast the number of shares is increasing. Earnings of A last year compared to earnings of A+B this year is now the right thing to do, because we're also going to account for how many more shares of A there are now.

    So: finance.google.com, DDD, Financials, Annual data. Scroll down and you get "Income Available to Common Incl. Extra Items" and "Diluted Weighted Average Shares". The number of shares have been increasing slowly (44.7M in 2008, 50.72M on dec-31-2011) and earnings have been increasing quickly (-6.15 in 2008, 35.42 on dec-31-2011). They nicely divide the two for you, and do some adjustments that don't change the numbers at all for DDD, to get "Diluted Normalized EPS" of -$.14 for 2008, $.02 for 2009, $.42 for 2010, and $.70 for dec-31-2011. EPS has been going up fast, so the stock price ought to go up fast too (if earnings per dollar is to stay constant).

    It could easily have been different: if DDD had issued new stock in proportion to its increase in earnings, for example by converting the stock of acquired companies to DDD, EPS would have stayed constant.

  • Report this Comment On November 18, 2012, at 10:01 PM, lynmar79 wrote:

    This article presents a very good counter analysis from a MF's senior analyst, and then on the other hand, you have a MF's article from Adam Levy. An article that I find highly questionable, and one that in my opinion, did a lot of damage to 3D Systems and their shareholders. Tomorrow morning at 8:30 we'll hear from 3D Systems. I'm looking forward to the conference call.

  • Report this Comment On November 19, 2012, at 11:00 AM, Jinmeif88 wrote:

    I think Motley Fool should control the rumor type of information. Very soon, Adam will face his jail time, and Motley Fool, do not be drag in. There is a very good reason that if a community allows rumors to spread to hurt investors, then there is reason that such community be closed.

  • Report this Comment On November 19, 2012, at 12:08 PM, tomshiff wrote:

    The negative accounting story, which was questionable at best, was a great buying opportunity, which I took advantage of.

  • Report this Comment On November 19, 2012, at 4:09 PM, lynmar79 wrote:

    Jinmeif88, i don't think 3D Systems will be able to put any of these guys in jail if found guilty, I think the damage would be monetary. On a side note, I'd still like to know if Adam Levy is paid by MF for his articles. I haven't received a response to this question.

  • Report this Comment On November 23, 2012, at 8:52 PM, txboy70 wrote:

    Jim,

    Don't we consider goodwill when looking at

    a balance sheet? I believe your article was

    concise and clear. Motley Fool is EXTREMELY

    clear and transparent. I for one would like to know

    how goodwill would interact with the other aspects

    of this conversation.

    Thanks for trying to help clear muddied waters.

  • Report this Comment On November 27, 2012, at 11:33 PM, haysdb wrote:

    I sold my shares of DDD after reading a couple of these articles. I'm not proud of myself for that. Now I'm sitting on the sidelines waiting for the next round of scary stories so I can buy back in.

  • Report this Comment On February 08, 2013, at 8:26 AM, 1297US12 wrote:

    OBFUSCATES ????? Don't take over my head!

  • Report this Comment On March 08, 2013, at 9:07 AM, RegLeCrisp wrote:

    Anyone who reads comments (and articles) like this and still believes in efficient, rational markets needs to adjust their meds. I especially like the comparison to Coca-Cola's acquisition of a nearly identical business, as if Coke doesn't know how to manage acquisitions and assimilate assets. As if Coca-Cola's management can be compared to that of 3D systems! One asset write-down and 3D is cut in half, or one half times three seconds due to the totally awesome stock split. Here's my recommendation: buy a 3D printer and print tulips! The tulip market has been depressed for almost 400 years and is due for a comeback. Let's get started. Fool on, fools. And don't forget the death of the PC.

Add your comment.

Compare Brokers

Fool Disclosure

DocumentId: 2117770, ~/Articles/ArticleHandler.aspx, 5/20/2013 10:36:50 PM

Report This Comment

Use this area to report a comment that you believe is in violation of the community guidelines. Our team will review the entry and take any appropriate action.

Sending report...

Today's Market

updated 1 hour ago Sponsored by:
DOW 15,335.28 -19.12 -0.12%
S&P 500 1,666.29 -1.18 -0.07%
NASD 3,496.43 -2.54 -0.07%

Create My Watchlist

Go to My Watchlist

You don't seem to be following any stocks yet!

Better investing starts with a watchlist. Now you can create a personalized watchlist and get immediate access to the personalized information you need to make successful investing decisions.

Data delayed up to 5 minutes

Related Tickers

5/20/2013 4:00 PM
SSYS $91.30 Up +3.29 +3.74%
Stratasys CAPS Rating: ****
KO $42.38 Down -0.59 -1.37%
Coca-Cola CAPS Rating: *****
DDD $48.50 Up +1.84 +3.94%
3D Systems CAPS Rating: ****

Advertisement