UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2019~~March 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to____________

Commission File No. 001-34220

__________________________

3D SYSTEMS CORPORATION

(Exact name of Registrant as specified in its Charter)

__________________________


Delaware			95-4431352
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

333 Three D Systems Circle

Rock Hill, South Carolina 29730

(Address of Principal Executive Offices and Zip Code)

(Registrant’s Telephone Number, Including Area Code): (803) 326-3900

_________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

DDD

New York Stock Exchange

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, 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 Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

~~Title of each class~~

~~Trading Symbol~~

~~Name of each exchange on which registered~~

~~Common Stock, par value $0.01 per share~~

~~DDD~~

~~New York Stock Exchange~~

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Shares of Common Stock, par value $0.001, outstanding as of ~~October 18, 2019: 118,420,818~~

May 1, 2020: 118,878,168

3D SYSTEMS CORPORATION

Form 10-Q

For the Quarter ~~and Nine Months~~ Ended ~~September 30, 2019~~March 31, 2020

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			2320
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			3429
Item 4. Controls and Procedures.			3429
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.			3430
Item 1A. Risk Factors.			3530
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			3733
Item 6. Exhibits.			3834

~~Exhibit 31.1~~
~~Exhibit 31.2~~
~~Exhibit 32.1~~
~~Exhibit 32.2~~

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value) September 30, 2019 (unaudited) December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents $ 127,616 $ 109,998
Accounts receivable, net of reserves — $8,182 (2019) and $8,423 (2018) 110,333 126,618
Inventories 122,706 133,161
Prepaid expenses and other current assets 30,945 27,697
Total current assets 391,600 397,474
Property and equipment, net ^(a)
92,935 103,252
Intangible assets, net 51,253 68,275
Goodwill 217,688 221,334
Right of use assets^(a)
35,028 4,466
Deferred income tax asset 6,492 4,217
Other assets, net 27,767 26,814
Total assets $ 822,763 $ 825,832
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long term debt $ 3,025 $ —
Current right of use liabilities ^(a)
10,797 654
Accounts payable 53,014 66,722
Accrued and other liabilities 62,701 59,265
Customer deposits 5,226 4,987
Deferred revenue 36,320 32,432
Total current liabilities 171,083 164,060
Long-term debt 55,421 25,000
Long-term right of use liabilities ^(a)
32,667 6,392
Deferred income tax liability 7,119 6,190
Other liabilities 41,178 39,331
Total liabilities 307,468 240,973
Redeemable noncontrolling interests 8,872 8,872
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value, authorized 220,000 shares; issued 120,997 (2019) and 118,650 (2018) 120 117
Additional paid-in capital 1,367,198 1,355,503
Treasury stock, at cost — 3,583 shares (2019) and 2,946 shares (2018) (18,601) (15,572)
Accumulated deficit (787,868) (722,701)
Accumulated other comprehensive loss (46,100) (38,978)
Total 3D Systems Corporation stockholders' equity 514,749 578,369
Noncontrolling interests (8,326) (2,382)
Total stockholders’ equity 506,423 575,987
Total liabilities, redeemable noncontrolling interests and stockholders’ equity $ 822,763 $ 825,832

^(a⁾ For comparative purposes, prior year finance lease assets have been reclassified from "Property and equipment, net" to "Right of use assets." Prior year finance lease liabilities have been reclassified as right of use liabilities.


(In thousands, except par value)	March 31, 2020 (unaudited)		December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	112,776	$	133,665
Accounts receivable, net of reserves — $9,013 (2020) and $8,762 (2019)	108,769		109,408
Inventories	113,240		111,106
Prepaid expenses and other current assets	32,688		18,991

Total current assets	367,473		373,170
Property and equipment, net	89,373		92,940
Intangible assets, net	43,788		48,338
Goodwill	218,207		223,176
Right of use assets	34,991		36,890
Deferred income tax asset	5,040		5,408
Other assets, net	24,840		27,390
Total assets	$	783,712	$	807,312
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long term debt	$	2,506	$	2,506
Current right of use liabilities	9,416		9,569
Accounts payable	55,862		49,851
Accrued and other liabilities	50,803		63,095

Customer deposits	5,060		5,712

Deferred revenue	42,659		32,231
Total current liabilities	166,306		162,964
Long-term debt, net of deferred financing costs	44,619		45,215
Long-term right of use liabilities	33,880		35,402
Deferred income tax liability	3,553		4,027
Other liabilities	46,685		45,808
Total liabilities	295,043		293,416
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock,$0.001 par value, authorized 220,000 shares; issued 121,661 (2020) and 121,266 (2019)	121		120
Additional paid-in capital	1,370,174		1,371,564
Treasury stock, at cost — 3,838 shares (2020) and 3,670 shares (2019)	(19,718)		(18,769)
Accumulated deficit	(812,633)		(793,709)
Accumulated other comprehensive loss	(49,275)		(37,047)
Total 3D Systems Corporation stockholders' equity	488,669		522,159
Noncontrolling interests	—		(8,263)
Total stockholders’ equity	488,669		513,896
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$	783,712	$	807,312

See accompanying notes to condensed consolidated financial statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended March 31,
(in thousands, except per share amounts)	(in thousands, except per share amounts)	2019		2018		2019		2018		(in thousands, except per share amounts)	2020		2019
Revenue:	Revenue:									Revenue:
Products	Products	$	94,506	$	99,922	$	280,611	$	316,153	Products	$	78,809	$	92,347
Services	Services	60,766		64,589		183,913		190,795		Services	55,896		59,633
Total revenue	Total revenue	155,272		164,511		464,524		506,948		Total revenue	134,705		151,980
Cost of sales:	Cost of sales:									Cost of sales:
Products	Products	58,044		54,444		166,809		168,062		Products	48,896		55,760
Services	Services	29,947		32,257		91,430		97,045		Services	28,677		30,515
Total cost of sales	Total cost of sales	87,991		86,701		258,239		265,107		Total cost of sales	77,573		86,275
Gross profit	Gross profit	67,281		77,810		206,285		241,841		Gross profit	57,132		65,705
Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative	Selling, general and administrative	58,275		65,600		195,036		206,225		Selling, general and administrative	56,106		65,107
Research and development	Research and development	20,940		23,194		63,654		71,788		Research and development	19,244		21,903
Total operating expenses	Total operating expenses	79,215		88,794		258,690		278,013		Total operating expenses	75,350		87,010
Loss from operations	Loss from operations	(11,934)		(10,984)		(52,405)		(36,172)		Loss from operations	(18,218)		(21,305)
Interest and other (expense) income, net	Interest and other (expense) income, net	(2,818)		1,027		(6,774)		1,135		Interest and other (expense) income, net	(2,564)		(1,201)
Loss before income taxes	Loss before income taxes	(14,752)		(9,957)		(59,179)		(35,037)		Loss before income taxes	(20,782)		(22,506)
Provision for income taxes		(2,010)		(1,593)		(5,793)		(6,086)
Benefit (provision) for income taxes										Benefit (provision) for income taxes	1,858		(1,844)
Net loss	Net loss	(16,762)		(11,550)		(64,972)		(41,123)		Net loss	(18,924)		(24,350)
Less: net income attributable to noncontrolling interests	Less: net income attributable to noncontrolling interests	81		—		195		246		Less: net income attributable to noncontrolling interests	—		44
Net loss attributable to 3D Systems Corporation	Net loss attributable to 3D Systems Corporation	$	(16,843)	$	(11,550)	$	(65,167)	$	(41,369)	Net loss attributable to 3D Systems Corporation	$	(18,924)	$	(24,394)

Net loss per share available to 3D Systems Corporation common stockholders - basic and diluted	Net loss per share available to 3D Systems Corporation common stockholders - basic and diluted	$	(0.15)	$	(0.10)	$	(0.57)	$	(0.37)	Net loss per share available to 3D Systems Corporation common stockholders - basic and diluted	$	(0.17)	$	(0.22)

See accompanying notes to condensed consolidated financial statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended March 31,
(in thousands, except per share amounts)	(in thousands, except per share amounts)	2019		2018		2019		2018		(in thousands, except per share amounts)	2020		2019
Net loss	Net loss	$	(16,762)	$	(11,550)	$	(64,972)	$	(41,123)	Net loss	$	(18,924)	$	(24,350)
Other comprehensive income (loss), net of taxes:	Other comprehensive income (loss), net of taxes:									Other comprehensive income (loss), net of taxes:
Pension adjustments	Pension adjustments	91		57		207		204		Pension adjustments	164		92
Derivative financial instruments	Derivative financial instruments	(798)		—		(798)		—		Derivative financial instruments	(1,659)		—
Foreign currency translation	Foreign currency translation	(8,101)		(1,894)		(6,854)		(13,090)		Foreign currency translation	(10,172)		(752)
Total other comprehensive income (loss), net of taxes:	Total other comprehensive income (loss), net of taxes:	(8,808)		(1,837)		(7,445)		(12,886)		Total other comprehensive income (loss), net of taxes:	(11,667)		(660)
Total comprehensive loss, net of taxes	Total comprehensive loss, net of taxes	(25,570)		(13,387)		(72,417)		(54,009)		Total comprehensive loss, net of taxes	(30,591)		(25,010)
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	60		26		128		565		Comprehensive income attributable to noncontrolling interests	—		24
Comprehensive loss attributable to 3D Systems Corporation	Comprehensive loss attributable to 3D Systems Corporation	$	(25,630)	$	(13,413)	$	(72,545)	$	(54,574)	Comprehensive loss attributable to 3D Systems Corporation	$	(30,591)	$	(25,034)

See accompanying notes to condensed consolidated financial statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Nine Months Ended September 30,							Quarter Ended March 31,
(in thousands)	(in thousands)	2019		2018		(in thousands)	2020		2019
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(64,972)	$	(41,123)	Net loss	$	(18,924)	$	(24,350)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:						Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	Depreciation and amortization	39,305		44,986		Depreciation and amortization	11,690		13,144
Stock-based compensation	Stock-based compensation	19,221		21,082		Stock-based compensation	6,312		6,706

Provision for bad debts	Provision for bad debts	1,152		2,522		Provision for bad debts	817		219
Loss on the disposition of property, equipment and other assets	Loss on the disposition of property, equipment and other assets	1,620		—		Loss on the disposition of property, equipment and other assets	137		—
Provision for deferred income taxes	Provision for deferred income taxes	(1,346)		(3,132)		Provision for deferred income taxes	(106)		(498)
Impairment of assets	Impairment of assets	1,728		1,411		Impairment of assets	1,100		180
Changes in operating accounts:	Changes in operating accounts:					Changes in operating accounts:
Accounts receivable	Accounts receivable	12,290		(1,509)		Accounts receivable	1,568		(2,928)
Inventories	Inventories	6,481		(29,502)		Inventories	(2,694)		(5,192)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(3,122)		41,589		Prepaid expenses and other current assets	(14,298)		354
Accounts payable	Accounts payable	(12,885)		6,261		Accounts payable	6,616		(11,987)
Deferred revenue and customer deposits	Deferred revenue and customer deposits	4,491		(37)		Deferred revenue and customer deposits	10,242		11,811
Accrued and other current liabilities	Accrued and other current liabilities	1,199		(45,309)		Accrued and other current liabilities	(8,068)		(5,531)
All other operating activities	All other operating activities	4,922		(170)		All other operating activities	3,323		2,914
Net cash provided by (used in) operating activities		10,084		(2,931)
Net cash used in operating activities						Net cash used in operating activities	(2,285)		(15,158)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property and equipment	Purchases of property and equipment	(18,265)		(28,323)		Purchases of property and equipment	(4,366)		(8,837)
Proceeds from sale of assets	Proceeds from sale of assets	1,620		9		Proceeds from sale of assets	552		—
Purchase of noncontrolling interest						Purchase of noncontrolling interest	(12,500)		(2,500)
Other investing activities	Other investing activities	(1,744)		(1,236)		Other investing activities	(284)		(37)
Net cash used in investing activities	Net cash used in investing activities	(18,389)		(29,550)		Net cash used in investing activities	(16,598)		(11,374)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from borrowings	Proceeds from borrowings	100,000		—		Proceeds from borrowings	—		100,000
Repayment of borrowings/long term debt	Repayment of borrowings/long term debt	(66,013)		—		Repayment of borrowings/long term debt	(627)		(25,000)
Proceeds from inventory financing agreements						Proceeds from inventory financing agreements	2,509		—

Payments related to net-share settlement of stock based compensation	Payments related to net-share settlement of stock based compensation	(3,029)		(5,723)		Payments related to net-share settlement of stock based compensation	(949)		(483)
Purchase of noncontrolling interest		(2,500)		—
Payments on earnout consideration		—		(2,675)
Other financing activities	Other financing activities	(1,125)		(508)		Other financing activities	296		(780)
Net cash provided by (used in) financing activities		27,333		(8,906)
Net cash provided by financing activities						Net cash provided by financing activities	1,229		73,737
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,400)		(2,417)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	(3,241)		57
Net increase (decrease) in cash, cash equivalents and restricted cash		17,628		(43,804)
Net (decrease) increase in cash, cash equivalents and restricted cash						Net (decrease) increase in cash, cash equivalents and restricted cash	(20,895)		47,262
Cash, cash equivalents and restricted cash at the beginning of the period ^(a)	Cash, cash equivalents and restricted cash at the beginning of the period ^(a)	110,919		136,831		Cash, cash equivalents and restricted cash at the beginning of the period ^(a)	134,617		110,919
Cash, cash equivalents and restricted cash at the end of the period ^(a)	Cash, cash equivalents and restricted cash at the end of the period ^(a)	$	128,547	$	93,027	Cash, cash equivalents and restricted cash at the end of the period ^(a)	$	113,722	$	158,181


Supplemental cash flow information	Supplemental cash flow information					Supplemental cash flow information
Cash interest payments	Cash interest payments	$	3,020	$	353	Cash interest payments	$	1,069	$	642
Cash income tax payments, net	Cash income tax payments, net	$	8,984	$	7,119	Cash income tax payments, net	$	1,832	$	4,862
Transfer of equipment from inventory to property and equipment, net ^(b)	Transfer of equipment from inventory to property and equipment, net ^(b)	$	2,861	$	4,638	Transfer of equipment from inventory to property and equipment, net ^(b)	$	350	$	154
Transfer of equipment to inventory from property and equipment, net ^(c)		$	30	$	628


Noncash financing activity
Purchase of noncontrolling interest ^(d)(c)	$	~~(11,000)~~—	$	— (11,000)

(a)The amounts for cash and cash equivalents shown above include restricted cash of ~~$931~~$946 and ~~$934~~$921 as of ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, and ~~$921~~$952 and ~~$487~~$921 as of December 31, ~~2018,~~2019, and ~~2017,~~2018, respectively, which were included in Other assets, net, in the condensed consolidated balance sheets.

(b)Inventory is transferred from inventory to property and equipment at cost when ~~the Company requires~~we require additional machines for training or demonstration or for placement into on demand manufacturing services locations.

(c)~~In general, an asset is transferred from Property and equipment, net, into inventory at its net book value when the Company has identified a potential sale for a used machine.~~

~~(d)~~Purchase of noncontrolling interest to be paid in installments over a four-year period recorded to Accrued and other liabilities and Other liabilities on the condensed consolidated balance sheets.

See accompanying notes to condensed consolidated financial statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


		Quarters Ended																															Quarters Ended
		Common Stock																			Common Stock
(in thousands, except par value)	(in thousands, except par value)	Par Value $0.001		Additional Paid In Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total 3D Systems Corporation Stockholders' Equity		Equity Attributable to Noncontrolling Interests		Total Stockholders' Equity		(in thousands, except par value)	Par Value $0.001		Additional Paid In Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total 3D Systems Corporation Stockholders' Equity		Equity Attributable to Noncontrolling Interests		Total Stockholders' Equity
June 30, 2019		$	120	$	1,361,569	$	(16,519)	$	(771,025)	$	(37,313)	$	536,832	$	(8,386)	$	528,446
December 31, 2019																		December 31, 2019	$	120	$	1,371,564	$	(18,769)	$	(793,709)	$	(37,047)	$	522,159	$	(8,263)	$	513,896
Issuance (repurchase) of stock	Issuance (repurchase) of stock	—		—		(2,082)		—		—		(2,082)		—		(2,082)		Issuance (repurchase) of stock	1		—		(949)		—		—		(948)		—		(948)
Acquisition of non-controlling interest	Acquisition of non-controlling interest	—		—		—		—		—		—		—		—		Acquisition of non-controlling interest	—		(7,702)		—		—		(561)		(8,263)		8,263		—
Stock-based compensation expense	Stock-based compensation expense	—		5,629		—		—		—		5,629		—		5,629		Stock-based compensation expense	—		6,312		—		—		—		6,312		—		6,312
Net income (loss)	Net income (loss)	—		—		—		(16,843)		—		(16,843)		81		(16,762)		Net income (loss)	—		—		—		(18,924)		—		(18,924)				(18,924)
Pension adjustment	Pension adjustment	—		—		—		—		91		91		—		91		Pension adjustment	—		—		—		—		164		164		—		164
Derivative financial instrument loss	Derivative financial instrument loss	—		—		—		—		(798)		(798)		—		(798)		Derivative financial instrument loss	—		—		—		—		(1,659)		(1,659)		—		(1,659)
Foreign currency translation adjustment	Foreign currency translation adjustment	—		—		—		—		(8,080)		(8,080)		(21)		(8,101)		Foreign currency translation adjustment	—		—		—		—		(10,172)		(10,172)				(10,172)
September 30, 2019		$	120	$	1,367,198	$	(18,601)	$	(787,868)	$	(46,100)	$	514,749	$	(8,326)	$	506,423
March 31, 2020																		March 31, 2020	$	121	$	1,370,174	$	(19,718)	$	(812,633)	$	(49,275)	$	488,669	$	—	$	488,669

June 30, 2018		$	116	$	1,339,984	$	(10,007)	$	(707,015)	$	(32,878)	$	590,200	$	(2,367)	$	587,833
December 31, 2018																		December 31, 2018	$	117	$	1,355,503	$	(15,572)	$	(722,701)	$	(38,978)	$	578,369	$	(2,382)	$	575,987
Issuance (repurchase) of stock	Issuance (repurchase) of stock	1		—		(3,919)		—		—		(3,918)		—		(3,918)		Issuance (repurchase) of stock	1		—		(484)		—		—		(483)		—		(483)
Acquisition of non-controlling interest	Acquisition of non-controlling interest	—		—		—		—		—		—		—		—		Acquisition of non-controlling interest	—		(7,526)		—		—		256		(7,270)		(6,072)		(13,342)
Stock-based compensation expense	Stock-based compensation expense	—		7,348		—		—		—		7,348		—		7,348		Stock-based compensation expense	—		6,706		—		—		—		6,706		—		6,706
Net income (loss)	Net income (loss)	—		—		—		(11,550)		—		(11,550)		—		(11,550)		Net income (loss)	—		—		—		(24,394)		—		(24,394)		44		(24,350)
Pension adjustment	Pension adjustment	—		—		—		—		57		57		—		57		Pension adjustment	—		—		—		—		92		92		—		92
Foreign currency translation adjustment	Foreign currency translation adjustment	—		—		—		—		(1,601)		(1,601)		26		(1,575)		Foreign currency translation adjustment	—		—		—		—		(732)		(732)		(20)		(752)
September 30, 2018		$	117	$	1,347,332	$	(13,926)	$	(718,565)	$	(34,422)	$	580,536	$	(2,341)	$	578,195
March 31, 2019																		March 31, 2019	$	118	$	1,354,683	$	(16,056)	$	(747,095)	$	(39,362)	$	552,288	$	(8,430)	$	543,858

See accompanying notes to condensed consolidated financial statements.

~~3D SYSTEMS CORPORATION~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)~~

~~(Unaudited)~~

Nine Months Ended
Common Stock
(in thousands, except par value) Par Value $0.001 Additional Paid In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total 3D Systems Corporation Stockholders' Equity Equity Attributable to Noncontrolling Interests Total Stockholders' Equity
December 31, 2018 $ 117 $ 1,355,503 $ (15,572) $ (722,701) $ (38,978) $ 578,369 $ (2,382) $ 575,987
Issuance (repurchase) of stock 3 — (3,029) — — (3,026) — (3,026)
Acquisition of non-controlling interest — (7,526) — — 256 (7,270) (6,072) (13,342)
Stock-based compensation expense — 19,221 — — — 19,221 — 19,221
Net income (loss) — — — (65,167) — (65,167) 195 (64,972)
Pension adjustment — — — — 207 207 — 207
Derivative financial instrument loss — — — — (798) (798) — (798)
Foreign currency translation adjustment — — — — (6,787) (6,787) (67) (6,854)
September 30, 2019 $ 120 $ 1,367,198 $ (18,601) $ (787,868) $ (46,100) $ 514,749 $ (8,326) $ 506,423
December 31, 2017 $ 115 $ 1,326,250 $ (8,203) $ (677,772) $ (21,536) $ 618,854 $ (2,906) $ 615,948
Issuance (repurchase) of stock 2 — (5,723) — — (5,721) — (5,721)
Cumulative impact of change in accounting policy — — — 576 — 576 — 576
Stock-based compensation expense — 21,082 — — — 21,082 — 21,082
Net income (loss) — — — (41,369) — (41,369) 246 (41,123)
Pension adjustment — — — — 204 204 — 204
Foreign currency translation adjustment — — — — (13,090) (13,090) 319 (12,771)
September 30, 2018 $ 117 $ 1,347,332 $ (13,926) $ (718,565) $ (34,422) $ 580,536 $ (2,341) $ 578,195

~~See accompanying notes to condensed consolidated financial statements.~~

3D SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of 3D Systems Corporation and

all majority-owned subsidiaries and entities in which a controlling interest is maintained ~~(the~~(“3D Systems” or the “Company” or “we” or “us”). All significant intercompany transactions and balances have been eliminated in consolidation. A non-controlling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. ~~The Company includes~~We include noncontrolling interests as a component of total equity in the condensed consolidated balance sheets and the net income attributable to noncontrolling interests are presented as an adjustment from net loss used to arrive at net loss attributable to 3D Systems Corporation in the condensed consolidated statements of operations and comprehensive loss. ~~All significant intercompany transactions and balances have been eliminated in consolidation.~~

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted ~~accounting principles~~ in the United States ~~of America~~ (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in ~~the Company’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (“~~2018~~2019 Form 10-K”). Our annual reporting period is the calendar year.

In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the quarter ended ~~September 30, 2019~~March 31, 2020 are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates and assumptions. ~~Certain prior period amounts presented~~

Our operations in Americas, EMEA and APAC expose us to risks associated with public health crises and epidemics/pandemics, such as the COVID-19 pandemic. While the COVID-19 pandemic has impacted the Company’s reported results for the first quarter, we are unable to predict the longer term impact that the pandemic may have on our business, results of operations, financial position or cash flows. The extent to which our operations may be impacted by the dynamic nature of the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in the ~~condensed consolidated~~ financial ~~statements~~markets remain unknown. As a result of these matters, the Company experienced a triggering event in the current quarter and ~~accompanying footnotes have been reclassified~~performed a quantitative analysis for potential impairment of its goodwill or long-lived asset balances. Based on currently available information and analysis as of March 31, 2020, the Company continues to ~~conform to current year presentation.~~believe the fair value of the reporting units exceeds their carrying values and the carrying value of our long-lived assets is recoverable. In the event that these matters are not satisfactorily resolved, the Company could experience another triggering event or impairment of its goodwill or long-lived asset balances in future periods.

All dollar amounts presented in the accompanying footnotes are presented in thousands, except for per share information.

Recently Adopted Accounting Standards

~~On January 1, 2019, the Company adopted the Financial Accounting Standards Board ("FASB") ASU No. 2016-02, “Leases (Topic 842),~~” which requires the recognition of right-of-use ("ROU") assets and related operating and finance lease liabilities on the balance sheet. The Company adopted ASU 2016-02 effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented.

As permitted under ASU 2016-02, the Company applied practical expedients that allowed it to not (1) reassess historical lease classifications, (2) recognize short-term leases on the balance sheet, nor (3) separate lease and non-lease components for its real estate leases.

As a result of the adoption of ASU 2016-02 on January 1, 2019, the Company recorded operating lease liabilities and ROU assets of $38,415. The adoption of ASU 2016-02 had an immaterial impact on the Company's condensed consolidated statement of operations and condensed consolidated statement of cash flows for the nine months ended September 30, 2019. For additional information about leases, see Note 3.

~~Accounting Standards Issued But Not Yet Adopted~~

In ~~August 2018,~~June 2016, the FASB issued ASU ~~2018-15, "Intangibles - Goodwill~~2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), as revised in July 2018, which provides guidance regarding the measurement of credit losses for financial assets and ~~Other - Internal-Use Software (Subtopic 350-40)," which aligns~~certain other instruments that are not accounted for at fair value through net income, including trade and other receivables, debt securities, net investment in sales type and direct financing leases, and off-balance sheet credit exposures. The new guidance requires companies to replace the ~~requirements~~current incurred loss impairment methodology with a methodology that measures all expected credit losses for ~~capitalizing implementation costs incurred in a service contract hosting arrangement with those of developing or obtaining internal-use software. This standard is effective for interim~~financial assets based on historical experience, current conditions, and ~~annual reporting periods beginning after December 15, 2019,~~reasonable and ~~early adoption is permitted.~~supportable forecasts. The Company ~~is evaluating~~adopted this guidance during the ~~impact~~current period and the ~~new standard will~~implementation did not have a material effect on ~~its consolidated~~our financial ~~statements.~~position or results of operations.

In January 2017, the FASB issued ASU No. 2017-04, “~~Intangibles~~“Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill ~~Impairment~~”Impairment” (“ASU 2017-04”), which eliminates the performance of Step 2 from the goodwill impairment test. In performing its annual or interim impairment testing, an entity will instead compare the fair value of the reporting unit with its carrying amount and recognize any impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The ~~standard is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim~~Company adopted this guidance during the current period and the implementation did not have a material effect on our financial position or ~~annual impairment tests performed on testing dates after January 1, 2017. The Company has elected not to adopt the provisions~~results of ~~this standard early but will re-evaluate as part of performing its 2019 impairment analysis.~~operations.

Accounting Standards Issued But Not Yet Adopted

In ~~June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments"~~ ("ASU 2016-13"), which provides guidance regarding the measurement of credit losses for financial assets and certain other instruments that are not accounted for at fair value through net income, including trade and other receivables, debt securities, net investment in leases, and off-balance sheet credit exposures. The new guidance requires companies to replace the current incurred loss impairment methodology with a methodology that measures all expected credit losses for financial assets based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance expands the disclosure requirements regarding credit losses, including the credit loss methodology and credit quality indicators. In MayDecember 2019, the FASB issued ASU ~~2019-05, "~~2019-12, “~~Financial Instruments—Credit Losses~~Income Taxes (Topic ~~326),"~~ 740) - Simplifying the Accounting for Income Taxes,” which ~~provides transition relief~~simplifies the accounting for income taxes by eliminating some exceptions to ~~entities adopting ASU 2016-13 by allowing entities~~the general approach in Accounting Standards Codification 740, Income Taxes. It also clarifies certain aspects of the existing guidance to ~~elect the fair value option on certain financial instruments. ASU 2016-13 will be~~promote more consistent application. This standard is effective for ~~annual reporting~~calendar-year public business entities in 2021 and interim periods ~~including interim reporting~~ within ~~those periods, beginning after December 15, 2019. Early~~that year, and early adoption is ~~permitted for annual reporting periods, including interim periods after December 15, 2018~~permitted. We are currently not early adopting and ~~will be applied using a modified retrospective approach. The Company is~~are in the process of evaluating the impact ~~of adoption of this~~the new standard will have on ~~its~~our consolidated financial statements.

No other new accounting pronouncements, issued or effective during ~~2019,~~2020, have had or are expected to have a significant impact on ~~the Company’s~~our consolidated financial statements.

(2) Revenue

~~The Company accounts~~We account for revenue in accordance with ASC Topic 606, “Revenue from Contracts with ~~Customers,~~Customers.” ~~which it adopted on January 1, 2018, using the modified-retrospective method.~~

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

At ~~September 30, 2019, the Company~~March 31, 2020, we had ~~$107,486~~$98,551 of outstanding performance obligations. ~~The Company expects~~We expect to recognize approximately 9391 percent of ~~its~~our remaining performance obligations as revenue within the next twelve months, an additional 35 percent by the end of ~~2020~~2021 and the balance thereafter.

~~Revenue Recognition~~

Revenue is recognized when control of the promised products or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Many of its contracts with customers include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price (“SSP”). Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. The amount of consideration received and revenue recognized may vary based on changes in marketing incentive programs offered to our customers. The Company's marketing incentive programs take many forms, including volume discounts, trade-in allowances, rebates and other discounts.

~~A majority of the Company’s revenue is recognized at the point in time when products are shipped or services are delivered to customers. Please see below for further discussion.~~

~~Hardware and Materials~~

Revenue from hardware and material sales is recognized when control has transferred to the customer which typically occurs when the goods have been shipped to the customer, risk of loss has transferred to the customer and the Company has a present right to payment for the hardware. In limited circumstances when a printer or other hardware sales include substantive customer acceptance provisions, revenue is recognized either when customer acceptance has been obtained, customer acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in the customer acceptance provisions have been satisfied.

~~Software~~

The Company also markets and sells software tools that enable our customers to capture and customize content using our printers, design optimization and simulation software, and reverse engineering and inspection software. Software does not require significant modification or customization and the license provides the customer with a right to use the software as it exists when made available. Revenue from these software licenses is recognized either upon delivery of the product or of a key code which allows the customer to download the software. Customers may purchase post-sale support. Generally, the first year is included but subsequent years are optional. This optional support is considered a separate obligation from the software and is deferred at the time of sale and subsequently recognized ratably over future periods.

~~Services~~

The Company offers training, installation and non-contract maintenance services for its products. Additionally, the Company offers maintenance contracts customers can purchase at their option. For maintenance contracts, revenue is deferred at the time of sale based on the stand-alone selling prices of these services and costs are expensed as incurred. Deferred revenue is recognized ratably over the term of the maintenance period on a straight-line basis. Revenue from training, installation and non-contract maintenance services is recognized at the time of performance of the service.

On demand manufacturing and healthcare service sales are included within services revenue and revenue is recognized upon shipment or delivery of the parts or performance of the service, based on the terms of the arrangement.

~~Terms of sale~~

Shipping and handling activities are treated as fulfillment costs rather than as an additional promised service. The Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred by the Company associated with shipping and handling are included in product cost of sales.

Credit is extended, and creditworthiness is determined, based on an evaluation of each customer’s financial condition. New customers are generally required to complete a credit application and provide references and bank information to facilitate an analysis of creditworthiness. Customers with a favorable profile may receive credit terms that differ from the Company’s general credit terms. Creditworthiness is considered, among other things, in evaluating the Company’s relationship with customers with past due balances.

The Company’s terms of sale generally provide payment terms that are customary in the countries where it transacts business. To reduce credit risk in connection with certain sales, the Company may, depending upon the circumstances, require significant deposits or payment in full prior to shipment. For maintenance services, the Company either bills customers on a time-and-materials basis or sells maintenance contracts that provide for payment in advance on either an annual or other periodic basis.

See Note 1213 for additional information related to revenue by reportable segment and major lines of business.

~~Significant Judgments~~

The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. For such arrangements, the Company allocates revenues to each performance obligation based on its relative SSP.

Judgment is required to determine the SSP for each distinct performance obligation in a contract. For the majority of items, the Company estimates SSP using historical transaction data. The Company uses a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when the product or service is not sold separately, the Company determines the SSP using information that may include market conditions and other observable inputs.

In some circumstances, the Company has more than one SSP for individual products and services due to the stratification of those products and services by customers, geographic region or other factors. In these instances, it may use information such as the size of the customer and geographic region in determining the SSP.

~~The determination of SSP is an ongoing process and information is reviewed regularly in order to ensure SSP reflects the most current information or trends.~~

The nature of the Company’s marketing incentives may lead to consideration that is variable. Judgment is exercised at contract inception to determine the most likely outcome of the contract and resulting transaction price. Ongoing assessments are performed to determine if updates are needed to the original estimates.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer deposits and deferred revenues (contract liabilities) on the condensed consolidated balance sheets. Timing of revenue recognition may differ from the timing of invoicing to customers. ~~The Company records~~We record a receivable when revenue is recognized at the time of invoicing, or unbilled receivables when revenue is recognized prior to invoicing. For most of ~~the Company’s~~our contracts, customers are invoiced when products are shipped or when services are performed resulting in billed accounts receivables for the remainder of the owed contract price. Unbilled receivables generally result from items being shipped where the customer has not been charged, but for which revenue had been recognized. In ~~the Company’s~~our on demand manufacturing business, customers may be required to pay in full before work begins on their orders, resulting in customer deposits. ~~The Company~~We typically ~~bills~~bill in advance for installation, training and maintenance contracts as well as extended warranties, resulting in deferred revenue. Changes in contract asset and liability balances were not materially impacted by any other factors for the period ended ~~September 30, 2019.~~March 31, 2020.

Through ~~September 30, 2019, the Company~~March 31, 2020, we recognized revenue of ~~$24,072~~$12,659 related to our contract liabilities at ~~January 1, 2019.~~

December 31, 2019

~~Practical Expedients and Exemptions~~

~~The Company generally expenses sales commissions when incurred because the amortization period would be one year or less. These costs are recorded within selling, general and administrative expenses.~~

(3) Leases

~~The Company has~~We have various lease agreements for ~~its~~our facilities, equipment and vehicles with remaining lease terms ranging from one to seventeen years. ~~The Company determines~~We determine if an arrangement contains a lease at inception. Some leases include the options to purchase, terminate or extend for one or more years; these options are included in the ROU asset and liability lease term when it is reasonably certain an option will be exercised. ~~The Company’s~~Our leases do not contain any material residual value guarantees or material restrictive covenants.

Most of ~~the Company’s~~our leases do not provide an implicit rate, therefore ~~the Company uses its~~we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of the future lease payments.

Certain of ~~the Company’s~~our leases include variable costs. Variable costs include non-lease components that were incurred based upon actual terms rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the ~~right of use~~ROU asset recorded on the balance sheet was determined based upon factors considered at the commencement date, subsequent changes in the rate or index that were not contemplated in the ~~right of use~~ROU asset balances recorded on the balance sheet result in variable expenses being incurred when paid during the lease term.

Components of lease cost (income) were as follows:


(in thousands)	(in thousands)	Quarter ended September 30, 2019		Nine Months Ended September 30, 2019		(in thousands)	Quarter ended March 31, 2020		Quarter Ended March 31, 2019
Operating lease cost	Operating lease cost	$	3,646	$	11,110	Operating lease cost	$	2,895	$	3,789
Finance lease cost - amortization expense	Finance lease cost - amortization expense	174		592		Finance lease cost - amortization expense	204		206
Finance lease cost - interest expense	Finance lease cost - interest expense	114		344		Finance lease cost - interest expense	161		115
Short-term lease cost	Short-term lease cost	30		80		Short-term lease cost	27		24
Variable lease cost	Variable lease cost	102		137		Variable lease cost	914		—
Sublease income	Sublease income	(33)		(33)		Sublease income	(152)		—
Total	Total	$	4,033	$	12,230	Total	$	4,049	$	4,134

Balance sheet classifications at ~~September 30,~~March 31, 2020 and December 31, 2019 are summarized below:


		September 30, 2019											2020								2019
(in thousands)	(in thousands)	Right of use assets		Current right of use liabilities		Long-term right of use liabilities		(in thousands)	Right of use assets		Current right of use liabilities		Long-term right of use liabilities		Right of use assets		Current right of use liabilities		Long-term right of use liabilities
Operating Leases	Operating Leases	$	30,786	$	10,092	$	26,488	Operating Leases	$	27,085	$	8,544	$	23,768	$	28,571	$	9,231	$	24,835
Finance Leases	Finance Leases	4,242		705		6,179		Finance Leases	7,906		872		10,112		8,319		338		10,567
Total	Total	$	35,028	$	10,797	$	32,667	Total	$	34,991	$	9,416	$	33,880	$	36,890	$	9,569	$	35,402

~~The Company’s~~Our future minimum lease payments as of ~~September 30, 2019~~March 31, 2020 under operating lease and finance leases, with initial or remaining lease terms in excess of one year, were as follows:


		September 30, 2019							March 31, 2020
(in thousands)	(in thousands)	Operating Leases		Finance Leases		(in thousands)	Operating Leases		Finance Leases
Years ending September 30:
2020		$	3,785	$	292
Years ending March 31:						Years ending March 31:
2021	2021	10,514		1,103		2021	$	8,086	$	1,153
2022	2022	7,486		829		2022	7,988		1,443
2023	2023	6,227		832		2023	6,699		1,446
2024	2024	5,406		828		2024	5,343		1,440
2025						2025	3,781		1,392
Thereafter	Thereafter	10,398		6,021		Thereafter	6,633		8,017
Total lease payments	Total lease payments	43,816		9,905		Total lease payments	38,530		14,891
Less: imputed interest	Less: imputed interest	(7,236)		(3,021)		Less: imputed interest	(6,218)		(3,907)
Present value of lease liabilities	Present value of lease liabilities	$	36,580	$	6,884	Present value of lease liabilities	$	32,312	$	10,984

Supplemental cash flow information related to our operating leases for the ~~period~~periods ending ~~September 30,~~March 31, 2020 and March 31, 2019 ~~was~~were as follows:


~~(in thousands)~~	~~September 30, 2019~~
~~Cash paid for amounts included in the measurement of lease liabilities:~~
~~Operating cash outflow from operating leases~~	$	~~11,657~~
~~Operating cash outflow from finance leases~~	$	~~343~~
~~Financing cash outflow from finance leases~~	$	~~513~~


(in thousands)	March 31, 2020		March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases	$	3,157	$	3,857
Operating cash outflow from finance leases	$	139	$	115
Financing cash (inflow) outflow from finance leases	$	(296)	$	167

Weighted-average remaining lease terms and discount rate for our operating leases for the period ending ~~September 30, 2019,~~March 31, 2020, were as follows:

September 30, 2019

March 31, 2020

Operating

Financing

Operating

Financing

Weighted-average remaining lease term

5.2 years

10.9 years

Weighted-average remaining lease term

5.1 years

10.2 years

Weighted-average discount rate

6.47

6.74

Weighted-average discount rate

6.49

6.01

(4) Inventories

Components of inventories at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are summarized as follows:


(in thousands)	(in thousands)	2019		2018		(in thousands)	March 31, 2020		December 31, 2019
Raw materials	Raw materials	$	49,130	$	49,624	Raw materials	$	35,736	$	42,066
Work in process	Work in process	5,941		2,969		Work in process	12,502		5,496
Finished goods and parts	Finished goods and parts	67,635		80,568		Finished goods and parts	65,002		63,544
Inventories	Inventories	$	122,706	$	133,161	Inventories	$	113,240	$	111,106

We record a reserve to the carrying value of our inventory to reflect the rapid technological change in our industry that impacts the market for our products. The inventory reserve was $12,832 and $12,812 as of March 31, 2020 and December 31, 2019, respectively.

(5) Intangible Assets

Intangible assets, net, other than goodwill, at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are summarized as follows:


		2019										2018												2020					2019
(in thousands)	(in thousands)	Gross ^(a)		Accumulated Amortization		Net		Gross ^(a)		Accumulated Amortization		Net		Weighted Average Useful Life Remaining (in years)	(in thousands)	Gross ^(a)		Accumulated Amortization		Net		Gross ^(a)		Accumulated Amortization		Net		Weighted Average Useful Life Remaining (in years)
Intangible assets with finite lives:	Intangible assets with finite lives:														Intangible assets with finite lives:
Customer relationships	Customer relationships	$	102,023	$	(74,349)	$	27,674	$	103,332	$	(67,129)	$	36,203	5	Customer relationships	$	102,920	$	(78,996)	$	23,924	$	103,661	$	(77,021)	$	26,640	4
Acquired technology	Acquired technology	54,067		(51,241)		2,826		52,691		(47,546)		5,145		2	Acquired technology	53,665		(51,554)		2,111		54,378		(51,875)		2,503		1
Trade names	Trade names	23,668		(18,402)		5,266		25,096		(17,669)		7,427		5	Trade names	23,397		(19,086)		4,311		23,907		(19,133)		4,774		4
Patent costs	Patent costs	11,678		(9,079)		2,599		11,032		(8,382)		2,650		14	Patent costs	11,974		(9,607)		2,367		11,760		(9,535)		2,225		15
Trade secrets	Trade secrets	19,296		(15,076)		4,220		19,374		(13,574)		5,800		3	Trade secrets	19,530		(16,257)		3,273		19,494		(15,714)		3,780		2
Acquired patents	Acquired patents	16,184		(14,340)		1,844		16,212		(13,160)		3,052		7	Acquired patents	16,207		(14,954)		1,253		16,215		(14,706)		1,509		7
Other	Other	25,712		(18,888)		6,824		26,551		(18,553)		7,998		1	Other	25,664		(19,115)		6,549		26,256		(19,349)		6,907		1
Total intangible assets	Total intangible assets	$	252,628	$	(201,375)	$	51,253	$	254,288	$	(186,013)	$	68,275	5	Total intangible assets	$	253,357	$	(209,569)	$	43,788	$	255,671	$	(207,333)	$	48,338	5

^(a) Change in gross carrying amounts consists primarily of charges for license and patent costs and foreign currency translation.

Amortization expense related to intangible assets was ~~$5,287~~$4,402 and ~~$16,525~~$5,520 for the ~~quarter~~quarters ended March 31, 2020 and ~~nine months ended September 30,~~March 31, 2019, ~~respectively, compared to $7,811 and $23,714 for the quarter and nine months ended September 30, 2018,~~ respectively.

(6) Accrued and Other Liabilities

Accrued liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are summarized as follows:


(in thousands)	(in thousands)	2019		2018		(in thousands)	2020		2019
Compensation and benefits	Compensation and benefits	$	19,648	$	23,787	Compensation and benefits	$	18,281	$	21,139
Vendor accruals						Vendor accruals	10,665		9,734
Payable to owners of redeemable noncontrolling interests						Payable to owners of redeemable noncontrolling interests	—		10,000
Accrued taxes	Accrued taxes	19,500		17,246		Accrued taxes	8,661		9,840
Vendor accruals		12,033		6,895
Accrued other						Accrued other	5,159		4,223
Product warranty liability	Product warranty liability	2,985		3,788		Product warranty liability	2,677		2,908
Arbitration awards	Arbitration awards	4,406		2,256		Arbitration awards	2,256		2,256
Accrued professional fees	Accrued professional fees	2,116		1,657		Accrued professional fees	1,500		1,545
Accrued other		779		2,219
Royalties payable	Royalties payable	1,234		1,417		Royalties payable	1,604		1,450
Total	Total	$	62,701	$	59,265	Total	$	50,803	$	63,095

Other liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are summarized as follows:


(in thousands)	(in thousands)	2019		2018		(in thousands)	2020		2019
Long term employee indemnity	Long term employee indemnity	$	14,105	$	13,609	Long term employee indemnity	$	13,021	$	14,408
Long term tax liability	Long term tax liability	3,246		4,168		Long term tax liability	10,653		5,011
Defined benefit pension obligation	Defined benefit pension obligation	8,083		8,518		Defined benefit pension obligation	10,104		10,357
Long term deferred revenue	Long term deferred revenue	6,804		8,121		Long term deferred revenue	6,518		7,370
Other long term liabilities	Other long term liabilities	8,940		4,915		Other long term liabilities	6,389		8,662
Total	Total	$	41,178	$	39,331	Total	$	46,685	$	45,808

(7) Borrowings

Credit Facility

~~On February 27, 2019, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into~~We hold a 5-year $100,000 senior secured term loan facility (the “Term Facility”) and a 5-year $100,000 senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit Facility”). The Senior Credit Facility replaced the Company's prior $150,000 5-year revolving, unsecured credit facility (the “Prior Credit Agreement”), which was terminated on February 27, 2019 in connection with the entry into the Senior Credit Facility. The proceeds of the Senior Credit Facility were used to refinance existing indebtedness of $25,000 outstanding under the Prior Credit Agreement and will be used that are intended to support working capital and ~~for~~ general corporate purposes. ~~Subject~~The Senior Credit Facility is guaranteed by certain of our subsidiaries. The guarantors guarantee, among other things, all our obligations and each other guarantor's obligations under the Senior Credit Facility. From time to ~~certain terms and conditions contained in~~time, we may be required to cause additional domestic subsidiaries to become guarantors under the ~~Revolving Facility, the Company has the right to request up to 4 increases to the amount of the Revolving Facility in an aggregate amount not to exceed $100,000.~~Senior Credit Facility. The Senior Credit Facility is scheduled to mature on February 26, 2024, at which time all amounts outstanding thereunder will be due and payable. However, the maturity date of the Revolving Facility may be extended at ~~the~~our election ~~of the Company~~ with the consent of the lenders subject to the terms set forth in the Senior Credit Facility.

Pursuant to the Senior Credit Facility, the guarantors guarantee, among other things, all of the obligations of the Company and each other guarantor under the Senior Credit Facility. From time to time, the Company may be required to cause additional domestic subsidiaries to become guarantors under the Senior Credit Facility.

The Senior Credit Facility contains customary covenants, some of which require ~~the Company~~us to maintain certain financial ratios that determine the amounts available and terms of borrowings and events of default. ~~The Company was~~We were in compliance with all covenants at ~~September 30, 2019.~~March 31, 2020.

The payment of dividends on ~~the Company’s~~our common stock is restricted under provisions of the Senior Credit Facility, which limits the amount of cash dividends that ~~the Company~~we may pay in any one fiscal year to $30,000. ~~The Company~~We currently ~~does~~do not pay, and ~~has~~have not paid, any dividends on ~~its~~our common stock, and currently ~~intends~~intend to retain any future earnings for use in ~~its~~our business.

~~The Company~~Borrowings under the Senior Credit Facility are subject to interest at varying spreads above quoted market rates and a commitment fee is paid on the total unused commitment. At March 31, 2020, our floating interest rate was 3.0%. Subject to certain terms and conditions contained in the Revolving Facility, we have the right to request up to 4 increases to the amount of the Revolving Facility in an aggregate amount not to exceed $100,000.

We had a balance of ~~$58,987~~$47,605 outstanding on the Term Facility at ~~September 30, 2019 at an interest rate~~March 31, 2020, with $2,506 of ~~4.0%, with $3,025 in~~ principal payments due in the next twelve months.

As a result of the Term Facility, we have exposure to floating interest rates. To manage interest expense, we entered into a floating to fixed interest rate swap to reduce exposure to changes in floating interest rates on the Term Facility. The interest rate swap has a notional value of $40,000 and will expire on February 26, 2024, concurrent with the Term Facility. The notional value will decline over the term of the interest rate swap as amortization payments reduce the principal amount of the Term Facility. As a result of the interest rate swap, the percentage of total principal debt (excluding capital leases) that is subject to floating interest rates is approximately 16.0%. We designated the swap as a cash flow hedge for accounting treatment purposes. See Note 8 for additional information.

(8) Hedging Activities and Financial Instruments

Derivatives Designated as Hedging Instruments

On July 8, 2019, ~~the Company~~we entered into an interest rate swap contract, designated as a cash flow hedge, to minimize the risk associated with the variability of cash flows in interest payments from variable-rate debt due to fluctuations in the one-month USD-LIBOR, subject to a 0% floor, through February 26, 2024. Changes in the interest rate swap are expected to offset the changes in cash flows attributable to fluctuations of the one-month USD-LIBOR for the interest payments associated with ~~the Company's~~our variable-rate debt.

The notional amount and fair value of the derivative on our balance sheet at ~~September 30,~~March 31, 2020 and December 31, 2019 are disclosed below:


(in thousands)	(in thousands)	Balance Sheet location	Notional amount		Fair value		(in thousands)	Balance Sheet location	Notional amount		Fair value
2020							2020
Interest rate swap contract	Interest rate swap contract	Other liabilities	$	50,000	$	(798)	Interest rate swap contract	Other liabilities	$	40,000	$	(1,976)
2019							2019
Interest rate swap contract							Interest rate swap contract	Other liabilities	$	40,000	$	(318)

Amounts released from Accumulated Other Comprehensive Loss (AOCL) and reclassified into “Interest and other expense, net” did not have a material impact on our condensed consolidated statements of operations and comprehensive loss for the quarter ~~and nine months ended September 30, 2019.~~March 31, 2020. The net amount of AOCL expected to be reclassified to ~~earnings~~losses in the next 12 months is approximately $589. We did not ~~expected to~~ have ~~material impact on our condensed consolidated statements of operations and comprehensive loss.~~a similar instrument during the quarter ended March 31, 2019.

Derivatives Not Designated as Hedging Instruments

~~The Company conducts~~We conduct business in various countries using both the functional currencies of those countries and other currencies to effect cross border transactions. As a result, ~~the Company is~~we are subject to the risk that fluctuations in foreign exchange rates between the dates that those transactions are entered into and their respective settlement dates will result in a foreign exchange gain or loss. When practicable, ~~the Company endeavors~~we endeavor to match assets and liabilities in the same currency on ~~its~~our balance sheet and those of ~~its~~our subsidiaries in order to reduce these risks. When appropriate, ~~the Company enters~~we enter into foreign currency contracts to hedge exposures arising from those transactions. ~~The Company has~~We have elected not to prepare and maintain the documentation to qualify for hedge accounting treatment under ASC 815, “Derivatives and Hedging,” and therefore, all gains and losses (realized or unrealized) are recognized in “Interest and other expense, net” in the condensed consolidated statements of operations and comprehensive loss. Depending on their fair value at the end of the reporting period, derivatives are recorded either in prepaid expenses and other current assets or in accrued liabilities on the condensed consolidated balance sheet.

~~The Company~~We had ~~$105,923~~$100,403 and ~~$75,304~~$102,407 in notional foreign exchange contracts outstanding as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. The fair values of these contracts were not material.

~~The Company translates~~We translate foreign currency balance sheets from each international businesses’ functional currency (generally the respective local currency) to U.S. dollars at end-of-period exchange rates, and statements of earnings at average exchange rates for each period. The resulting foreign currency translation adjustments are a component of other comprehensive income (loss).

~~The Company does~~ We do not hedge the fluctuation in reported revenue and earnings resulting from the translation of these international operations' results into U.S. dollars.

(9) Inventory Financing Agreements

On December 1, 2018 and January 17, 2020, we entered into a Manufacturing Services Agreement and Amendment One to Manufacturing Services Agreement (together, the "Agreement"), with an assembling manufacturer to produce products on behalf of 3D Systems Corporation. During the current period, as part of the Agreement, we sold $12,100 of inventory to the assembling manufacturer that we have an obligation to repurchase. At March 31, 2020, we recorded a liability, obligation to repurchases inventory, included in "Accrued and other liabilities" on our condensed consolidated balance sheets for $2,271 related to the initial sale of inventory to the assembly manufacturer. The inventory sold consists of raw materials, packaging materials and consumables representing stock on hand related to certain product families for which the manufacturing has been outsourced to the assembling manufacturer. Although the assembling manufacturer holds legal title, we account for the inventory similar to a product financing arrangement; therefore, the inventories sold to the assembling manufacturer will continue to be included in "Inventories" on our condensed consolidated balance sheets until processed into finished goods and sold back to us. At March 31, 2020, inventory held at assemblers was $8,471.

Additionally, as part of the Agreement, we have a commitment to purchase certain materials and supplies that the assembling manufacturer purchased from third parties. At March 31, 2020, we had a commitment of $2,300 with the assembling manufacturer.

(10) Net Loss Per Share

~~The Company computes~~We compute basic loss per share using net loss attributable to 3D Systems Corporation and the weighted average number of common shares outstanding during the applicable period. Diluted loss per share incorporates the additional shares issuable upon assumed exercise of stock options and the release of restricted stock and restricted stock units, except in such case when their inclusion would be anti-dilutive.


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended March 31,
(in thousands, except per share amounts)	(in thousands, except per share amounts)	2019		2018		2019		2018		(in thousands, except per share amounts)	2020		2019
Numerator for basic and diluted net loss per share:	Numerator for basic and diluted net loss per share:									Numerator for basic and diluted net loss per share:
Net loss attributable to 3D Systems Corporation	Net loss attributable to 3D Systems Corporation	$	(16,843)	$	(11,550)	$	(65,167)	$	(41,369)	Net loss attributable to 3D Systems Corporation	$	(18,924)	$	(24,394)

Denominator for basic and diluted net loss per share:	Denominator for basic and diluted net loss per share:									Denominator for basic and diluted net loss per share:
Weighted average shares	Weighted average shares	114,053		112,534		113,587		112,095		Weighted average shares	114,590		113,267

Net loss per share - basic and diluted	Net loss per share - basic and diluted	$	(0.15)	$	(0.10)	$	(0.57)	$	(0.37)	Net loss per share - basic and diluted	$	(0.17)	$	(0.22)

For the quarters ended ~~September 30,~~March 31, 2020 and March 31, 2019, ~~and September 30, 2018,~~ the effect of dilutive securities, including non-vested stock options and restricted stock awards/units, was excluded from the denominator for the calculation of diluted net loss per share because ~~the Company~~we recognized a net loss for the period and their inclusion would be anti-dilutive. Dilutive securities excluded for the ~~quarter~~quarters ended March 31, 2020 and ~~nine months ended September 30,~~March 31, 2019 were ~~5,786 compared to 5,770~~6,135 and ~~5,455, respectively, for the quarter ended and nine months ended September 30, 2018.~~5,534, respectively.

~~(10)~~(11) Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

~~For the Company, the~~

The above standard applies to cash equivalents, Israeli severance funds and derivatives. ~~The Company utilizes~~We utilize the market approach to measure fair value for ~~its~~ financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis are summarized below:


		Fair Value Measurements as of September 30, 2019															Fair Value Measurements as of March 31, 2020
(in thousands)	(in thousands)	Level 1		Level 2		Level 3		Total		(in thousands)	Level 1		Level 2		Level 3		Total
Description	Description									Description
Cash equivalents^(a)	Cash equivalents^(a)	$	20,780	$	—	$	—	$	20,780	Cash equivalents^(a)	$	23,532	$	—	$	—	$	23,532
Israeli severance funds ^(b)	Israeli severance funds ^(b)	$	—	$	7,394	$	—	$	7,394	Israeli severance funds ^(b)	$	—	$	7,192	$	—	$	7,192
Derivative financial instruments^(c)	Derivative financial instruments^(c)	$	—	$	(798)	$	—	$	(798)	Derivative financial instruments^(c)	$	—	$	(1,976)	$	—	$	(1,976)

		Fair Value Measurements as of December 31, 2018															Fair Value Measurements as of December 31, 2019
(in thousands)	(in thousands)	Level 1		Level 2		Level 3		Total		(in thousands)	Level 1		Level 2		Level 3		Total
Description	Description									Description
Cash equivalents ^(a)	Cash equivalents ^(a)	$	6,141	$	—	$	—	$	6,141	Cash equivalents ^(a)	$	20,869	$	—	$	—	$	20,869
Israeli severance funds ^(b)	Israeli severance funds ^(b)	$	—	$	6,822	$	—	$	6,822	Israeli severance funds ^(b)	$	—	$	7,449	$	—	$	7,449
Derivative financial instruments ^(c)										Derivative financial instruments ^(c)	$	—	$	(318)	$	—	$	(318)

(a)Cash equivalents include funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in the consolidated balance sheet.

(b)~~The Company~~We partially ~~funds the~~fund a liability for ~~its~~our Israeli severance requirement through monthly deposits into fund accounts, the value of these contributions are recorded to non-current assets on the consolidated balance sheet.

(c)Derivative instruments are reported based on published market prices for similar assets or are estimated based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices and spot and future exchange rates. See Note 8 for additional information on ~~the Company's~~our derivative financial instruments.

~~The Company~~We did not have any transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the quarter ~~and nine months~~ ended ~~September 30, 2019.~~March 31, 2020.

In addition to the assets and liabilities included in the above table, certain of our assets and liabilities are to be initially measured at fair value on a non-recurring basis. This includes goodwill and other intangible assets measured at fair value for impairment assessment, in addition to redeemable noncontrolling interests. For additional discussion, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Estimates” in the ~~2018~~2019 Form 10-K.

(12) Income Taxes

~~(11)~~We maintain the exception under ASC 740-270-30-36(b), "Accounting for Income ~~Taxes~~Taxes", that jurisdictions do not have reliable estimates of ordinary income for the 2020 year due to the volatility in the industry. Based on the increased global financial uncertainty due to the COVID-19 pandemic and continued volatility in the industry, we have continued to use a year to date methodology in determining the quarterly effective tax rate for the quarter ended March 31, 2020.

For the quarter ~~and nine months~~ ended ~~September 30, 2019, the Company~~March 31, 2020, we recorded ~~expense~~a tax benefit of ~~$2,010 and $5,793,~~$1,858, resulting in an effective tax ~~rates~~rate of ~~13.6% and 9.8%, respectively.~~8.9%. For the quarter ~~and nine months~~ ended ~~September 30, 2018, the Company~~March 31, 2019, we recorded a tax expense of ~~$1,593 and $6,086,~~$1,844, resulting in an effective tax ~~rates~~rate of ~~16.0% and 17.4%, respectively.~~8.20%. The difference between the statutory rate and the effective ~~tax~~ rate ~~in 2019~~ is ~~mainly~~ driven primarily by the Company recording a valuation allowance on one of its foreign subsidiaries in China, withholding tax expense, release of a liability for uncertain tax positions related to a German tax audit and expiration of statute of limitations for U.S. federal income tax purposes, foreign rate differential between the U.S. tax rate and foreign tax rates, as well as the impact of the change in valuation allowances ~~that~~in various jurisdictions, the Company has recorded in the U.S. and other foreign jurisdictions. In 2018 the impact was mainly driven by the change in valuation allowance that the Company has recorded in the U.S. and other foreign jurisdictions, foreign rate differential between the U.S. tax rate and foreign tax rates, and the ~~completion~~change in U.S. tax law allowing for the carryback of ~~an audit~~certain U.S. net operating losses ("NOLs") as explained in ~~France.~~the subsequent paragraph.

In response to the global pandemic resulting from COVID-19, the U.S. government enacted tax legislation on March 27, 2020 under the Coronavirus Aid Relief, and Economic Security Act ("CARES Act"). This legislation allows us to carryback NOLs generated in the 2018 and 2019 tax years up to five years. We intend to carryback such NOLs to the 2013 and 2014 tax years and request a refund for cash taxes paid. During the current quarter, we recorded a tax receivable for the NOL carryback of $8,886. We also recorded the associated tax benefit of $3,175, which is net of recorded uncertain tax positions of $5,711. We have also assessed the non-income tax related provisions of the CARES Act and do not believe that they will have a material impact on our consolidated financial statements.

Due to the ~~one time~~one-time transition tax, the majority of ~~the Company’s~~our previously unremitted earnings have now been subjected to U.S. federal income tax, although, other additional taxes such as withholding tax could be applicable. ~~The Company continues~~We continue to assert that ~~its~~our foreign earnings are indefinitely reinvested in our overseas ~~operations.~~operations with the exception of Japan. The change in this assertion has no material effect. As such, ~~it has~~we have not provided for any additional taxes on approximately ~~$106,933~~$182,050 of unremitted earnings. ~~The Company estimates~~We estimate the unrecognized deferred tax liability related to these earnings is approximately ~~$16,000.~~$20,804.

Tax years 2013 and 2014 remain subject to examination by the ~~U.S. Internal Revenue Service ("IRS")~~IRS for certain tax credit carryforwards, while tax years ~~2015~~2016 through ~~2017~~2018 remain open to examination by the IRS. State income tax returns are generally subject to examination for a period of three to four years after filing the respective tax returns. ~~The Company files~~We file income tax returns (which are open to examination beginning in the year shown in parentheses) in Australia (2015), Belgium (2016), Brazil ~~(2013)~~(2014), China (2016), France (2016), Germany (2015), India (2014), Israel ~~(2014)~~(2015), Italy ~~(2013)~~(2014), Japan (2014), Korea ~~(2013)~~(2014), Mexico ~~(2013)~~(2014), Netherlands (2014), Switzerland ~~(2013)~~(2014), the United Kingdom ~~(2017)~~(2018) and Uruguay (2014).

~~(12)~~(13) Segment Information

~~The Company operates~~We operate as 1 segment and ~~conducts its~~conduct our business through various offices and facilities located throughout the Americas region (United States, Canada, Brazil, Mexico and Uruguay), EMEA region (Belgium, France, Germany, Israel, Italy, the Netherlands, Switzerland and the United Kingdom), and ~~Asia Pacific~~APAC region (Australia, China, India, Japan and Korea). ~~The Company has~~We have historically disclosed summarized financial information for the geographic areas of operations as if they were segments in accordance with ASC 280, “Segment Reporting.” Financial information concerning ~~the Company’s~~our geographical locations is based on the location of the selling entity. ~~Such summarized financial information concerning the Company’s geographical operations is shown in the following tables:~~


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended March 31,
(in thousands)	(in thousands)	2019		2018		2019		2018		(in thousands)	2020		2019
Revenue from unaffiliated customers:	Revenue from unaffiliated customers:									Revenue from unaffiliated customers:
United States	United States	$	75,578	$	81,282	$	227,392	$	250,023	United States	$	61,987	$	71,398
Other Americas	Other Americas	2,248		873		6,949		4,918		Other Americas	1,815		2,305
EMEA	EMEA	60,356		55,020		175,776		169,300		EMEA	56,467		59,644
Asia Pacific	Asia Pacific	17,090		27,336		54,407		82,707		Asia Pacific	14,436		18,633
Total revenue	Total revenue	$	155,272	$	164,511	$	464,524	$	506,948	Total revenue	$	134,705	$	151,980


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended March 31,
(in thousands)	(in thousands)	2019		2018		2019		2018		(in thousands)	2020		2019
Revenue by class of product and service:	Revenue by class of product and service:									Revenue by class of product and service:
Products	Products	$	53,117	$	59,648	$	156,564	$	188,016	Products	$	37,432	$	50,917
Materials	Materials	41,389		40,274		124,047		128,137		Materials	41,377		41,430
Services	Services	60,766		64,589		183,913		190,795		Services	55,896		59,633
Total revenue	Total revenue	$	155,272	$	164,511	$	464,524	$	506,948	Total revenue	$	134,705	$	151,980

1816


		Quarter ended September 30, 2019															Quarter ended March 31, 2020
		Intercompany Sales to															Intercompany Sales to
(in thousands)	(in thousands)	Americas		EMEA		Asia Pacific		Total		(in thousands)	Americas		EMEA		Asia Pacific		Total
Americas	Americas	$	371	$	7,730	$	4,731	$	12,832	Americas	$	254	$	9,980	$	3,521	$	13,755
EMEA	EMEA	14,001		12,067		1,522		27,590		EMEA	13,575		14,444		862		28,881
Asia Pacific	Asia Pacific	1,731		810		813		3,354		Asia Pacific	1,558		579		446		2,583
Total intercompany sales	Total intercompany sales	$	16,103	$	20,607	$	7,066	$	43,776	Total intercompany sales	$	15,387	$	25,003	$	4,829	$	45,219


		Quarter ended September 30, 2018															Quarter ended March 31, 2019
		Intercompany Sales to															Intercompany Sales to
(in thousands)	(in thousands)	Americas		EMEA		Asia Pacific		Total		(in thousands)	Americas		EMEA		Asia Pacific		Total
Americas	Americas	$	499	$	15,540	$	4,888	$	20,927	Americas	$	446	$	16,708	$	3,837	$	20,991
EMEA	EMEA	18,259		6,939		1,551		26,749		EMEA	16,678		6,936		1,572		25,186
Asia Pacific	Asia Pacific	1,134		15		923		2,072		Asia Pacific	745		21		801		1,567
Total intercompany sales	Total intercompany sales	$	19,892	$	22,494	$	7,362	$	49,748	Total intercompany sales	$	17,869	$	23,665	$	6,210	$	47,744

Nine Months Ended September 30, 2019
Intercompany Sales to
(in thousands) Americas EMEA Asia Pacific Total
Americas $ 1,361 $ 33,193 $ 13,188 $ 47,742
EMEA 49,438 33,923 3,848 87,209
Asia Pacific 3,176 849 2,301 6,326
Total intercompany sales $ 53,975 $ 67,965 $ 19,337 $ 141,277

Nine Months Ended September 30, 2018
Intercompany Sales to
(in thousands) Americas EMEA Asia Pacific Total
Americas $ 1,521 $ 45,764 $ 17,303 $ 64,588
EMEA 51,471 18,691 4,687 74,849
Asia Pacific 3,779 16 2,696 6,491
Total intercompany sales $ 56,771 $ 64,471 $ 24,686 $ 145,928


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended March 31,
(in thousands)	(in thousands)	2019		2018		2019		2018		(in thousands)	2020		2019
(Loss) income from operations:	(Loss) income from operations:									(Loss) income from operations:
Americas	Americas	$	(21,183)	$	(16,599)	$	(72,039)	$	(50,122)	Americas	$	(22,087)	$	(26,832)
EMEA	EMEA	7,105		386		13,499		(2,948)		EMEA	2,228		2,917
Asia Pacific	Asia Pacific	2,144		5,229		6,135		16,898		Asia Pacific	1,641		2,610
Total	Total	$	(11,934)	$	(10,984)	$	(52,405)	$	(36,172)	Total	$	(18,218)	$	(21,305)

~~(13)~~(14) Commitments and Contingencies

~~Put Options~~

~~Owners of interests in a certain subsidiary~~We have the right in certain circumstances to require the Company to acquire either a portion of or all of the remaining ownership interests held by them. The owners’ ability to exercise any such “put option” right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise. In addition, these rights cannot be exercised prior to a specified exercise date. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts in 2019.

Management estimates, assuming that the subsidiary owned by the Company at September 30, 2019, performs over the relevant future periods at its forecasted earnings levels, that these rights, if exercised, could require the Company, in future periods, to pay approximately $8,872 to the owners of such rights to acquire such ownership interests in the relevant subsidiary. This amount has been recorded as redeemable noncontrolling interests on the Consolidated Balance Sheet at September 30, 2019 and December 31, 2018. The ultimate amount payable relating to this transaction will vary because it is dependent on the future results of operations of the subject business.an inventory purchase commitment with an assembling manufacturer, see Note 9.

Litigation

~~Derivative Litigation~~

NaN related derivative complaints have been filed by purported Company stockholders against certain of the Company’s former executive officers and members of its Board of Directors. The Company is named as a nominal defendant in all nine actions. The derivative complaints are styled as follows: (1) Steyn v. Reichental, et al., Case No. 2015-CP-46-2225, filed on July 27, 2015 in the Court of Common Pleas for the 16th Judicial Circuit, County of York, South Carolina (“Steyn”); (2) Piguing v. Reichental, et al., Case No. 2015-CP-46-2396, filed on August 7, 2015 in the Court of Common Pleas for the 16th Judicial Circuit, County of York, South Carolina (“Piguing”); (3)Booth v. Reichental, et al., Case No. 15-692-RGA, filed on August 6, 2015 in the United States District Court for the District of Delaware; (4) Nally v. Reichental, et al., Case No. 15-cv-03756-MGL, filed on September 18, 2015 in the United States District Court for the District of South Carolina (“Nally”); (5) Gee v. Hull, et al., Case No. BC-610319, filed on February 17, 2016 in the Superior Court for the State of California, County of Los Angeles (“Gee”); (6) Foster v. Reichental, et al., Case No. 0:16-cv-01016-MGL, filed on April 1, 2016 in the United States District Court for the District of South Carolina (“Foster”); (7) Lu v. Hull, et al., Case No. BC629730, filed on August 5, 2016 in the Superior Court for the State of California, County of Los Angeles (“Lu”); (8) Howes v. Reichental, et al., Case No. 0:16-cv-2810-MGL, filed on August 11, 2016 in the United States District Court for the District of South Carolina (“Howes”); and (9) Ameduri v. Reichental, et al., Case No. 0:16-cv-02995-MGL, filed on September 1, 2016 in the United States District Court for the District of South Carolina (“Ameduri”). Steyn and Piguing were consolidated into one action styled as In re 3D Systems Corp. Shareholder Derivative Litig., Lead Case No. 2015-CP-46-2225 in the Court of Common Pleas for the 16th Judicial Circuit, County of York, South Carolina. Gee and Lu were consolidated into one action styled as Gee v. Hull, et al., Case No. BC610319 in the Superior Court for the State of California, County of Los Angeles. Nally, Foster, Howes, and Ameduri were consolidated into one action in the United States District Court for the District of South Carolina with Nally as the lead consolidated case.

The derivative complaints allege claims for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment and seek, among other things, monetary damages and certain corporate governance actions. All of the derivative complaints listed above have been stayed.

Following negotiations with the assistance of a mediator, on September 20, 2019, the parties to the derivative actions listed above entered into a Stipulation of Settlement to resolve all nine related previously disclosed stockholder derivative complaints. On September 20, 2019, the plaintiffs filed a motion to seek approval of the global settlement in the derivative action captioned ~~Nally v. Reichental, et al., Docket No. 0:15-cv-03756-MGL (D.S.C. Sept. 18, 2015), pending before Hon. Mary Geiger Lewis of the U.S. District Court for the District of South Carolina (the “Court”).~~

On October 2, 2019, the Court issued an order granting preliminary approval of the settlement, which consists of various corporate governance reforms and plaintiffs’ attorneys’ fees in the amount of $2,150. A hearing to determine whether the Court should issue an order finally approving the proposed settlement has been scheduled for December 19, 2019. If the settlement is approved by the Court, the Company’s insurance carrier will fund the entire monetary aspect of the settlement. A current liability of $2,150 was recorded for the preliminary approval amount and an offsetting receivable of $2,150 was recorded for related insurance proceeds.

Ronald Barranco and Print3D Corporation v. 3D Systems Corporation, et. al.

On August 23, 2013, Ronald Barranco, a former Company employee, filed 2 lawsuits against ~~the Company~~us and certain of our officers in the United States District Court for the District of Hawaii. The first lawsuit (“Barranco I”) is captioned Ronald Barranco and Print3D Corporation v. 3D Systems Corporation, 3D Systems, Inc., and Damon Gregoire, Case No. CV 13-411 LEK RLP, and alleges seven causes of action relating to ~~the Company’s~~our acquisition of Print3D Corporation (of which Mr. Barranco was a 50% shareholder) and ~~the~~our subsequent employment of Mr. ~~Barranco by the Company.~~Barranco. The second lawsuit (“Barranco II”) is captioned Ronald Barranco v. 3D Systems Corporation, 3D Systems, Inc., Abraham Reichental, and Damon Gregoire, Case No. CV 13-412 LEK RLP, and alleges the same seven causes of action relating to ~~the Company’s~~our acquisition of certain website domains from Mr. Barranco and ~~the~~our subsequent employment of Mr. ~~Barranco by the Company.~~Barranco. Both Barranco I and Barranco II allege ~~the Company~~we breached certain purchase agreements in order to avoid paying Mr. Barranco additional monies pursuant to royalty and earn out provisions in the agreements.

With regard to Barranco I, the Hawaii district court, on February 28, 2014, denied ~~the Company’s~~our motion to dismiss and ~~its~~our motion to transfer venue to South Carolina for the convenience of the parties. However, the Hawaii court recognized that Barranco’s claims were all subject to mandatory and binding arbitration in Charlotte, North Carolina. The parties selected an arbitrator and arbitration took place in September 2015 in Charlotte, North Carolina.

On September 28, 2015, the arbitrator issued a final award in favor of Barranco with respect to two alleged breaches of contract and implied covenants arising out of the contract. The arbitrator found that ~~the Company~~we did not commit fraud or make any negligent misrepresentations to Barranco. Pursuant to the award, ~~the Company was~~we were directed to pay approximately $11,282, which includes alleged actual damages of $7,254, fees and expenses of $2,318 and prejudgment interest of $1,710.

On August 3, 2018, following an unsuccessful appeal to the federal court in the Western District of North Carolina and the United States Court of Appeals for the Fourth Circuit, ~~the Company~~we paid $9,127 of the Barranco I judgment, net setoff. On September 28, 2018, the parties filed a Consent Stipulation Resolving Motion for Setoff of Judgment, stipulating that subject only to vacatur or amendment reducing the Barranco II judgment in Barranco’s appeal to the Ninth Circuit related to the Barranco II action discussed below, the Barranco II judgment in the amount of $2,182 was setoff against the Barranco I judgment (“Stipulated Setoff”). ~~The Company~~We paid Barranco the $101 balance remaining due after the Stipulated Setoff.

With regard to Barranco II, the case was tried to a jury in Hawaii district court in May 2016, and on May 27, 2016 the jury found that ~~the Company was~~we were not liable for either breach of contract or breach of the implied covenant of good faith and fair dealing. Additionally, the jury found in our favor ~~of the Company~~ on ~~its~~our counterclaim against Barranco and determined that Barranco violated his non-competition covenant with ~~the Company.~~us. On March 30, 2018, the court entered Findings of Fact and Conclusions of Law and Order requiring Barranco to disgorge, and ~~the Company~~us recover, $523, representing all but four months of the full amount paid to Barranco as salary during his employment with ~~the Company~~us as well as a portion of the up front and buyout payments made to Barranco in connection with the purchase of certain web domains. In addition, the court ordered Barranco to pay pre-judgment interest to ~~the Company~~us to be calculated beginning as of his first breach of the non-competition covenant in August 2011. Judgment was entered thereafter on April 2, 2018.

On September 13, 2018, the Hawaii district court entered its Amended Judgment in a Civil Case, awarding ~~the Company~~us a final amended judgment of $2,182. On September 19, 2018, Barranco filed an Amended Notice of Appeal. On January 13, 2019, Barranco filed Appellant’s Opening Brief in the Ninth Circuit. On March 15, 2019, ~~the Company~~we filed ~~its~~our Answering Brief. On April 14, 2019, Barranco filed his Reply Brief. Oral Arguments took place on October 24, 2019. On March 12, 2020, the Ninth Circuit affirmed the district court’s evidentiary rulings and reversed and vacated the monetary judgment in our favor on our breach of contract counterclaim. The ~~Company intends~~formal mandate issued on April 17, 2020. On April 20, Barranco filed a Motion to ~~defend~~Recall and Amend Mandate to Conform with Rule 37(b) in the ~~appeal.~~Ninth Circuit. We filed an opposition brief on April 28 and the Ninth Circuit denied Barranco’s motion the same day. On April 21, 2020, the district court issued a Minute Order regarding issues on remand from the Ninth Circuit. The district court directed the parties to file simultaneous initial briefs on May 21 addressing what relief we are entitled to receive in light of the Ninth Circuit’s opinion. Both parties may file responsive briefs no later than June 19, 2020.

Export Controls and Government Contracts Compliance Matter

In October 2017, ~~the Company~~we received an administrative subpoena from the Bureau of Industry and Security of the Department of Commerce (“BIS”) requesting the production of records in connection with possible violations of U.S. export control laws, including with regard to ~~the On Demand manufacturing business done by~~ our ~~subsidiary,~~ Quickparts.com, Inc. subsidiary. In addition, while collecting information responsive to the above-referenced subpoena, ~~the Company~~our internal investigation identified potential violations of the International Traffic in Arms Regulations (“ITAR”) administered by the Directorate of Defense Trade Controls of the Department of State (“DDTC”) and potential violations of the Export Administration Regulations administered by the BIS.

On June 8, 2018 and thereafter, ~~the Company~~we submitted voluntary disclosures to BIS and DDTC identifying numerous potentially unauthorized exports of technical ~~data, which supplemented~~data. As part of our ongoing review of trade compliance risks and our cooperation with the government, on November 20, 2019, we submitted to the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) an initial notice of voluntary disclosure ~~that the Company submitted~~regarding potential violations of economic sanctions related to ~~DDTC in February 2018. The Company has~~Iran. We are continuing to investigate this issue and will file a final disclosure with OFAC when our review is complete.We have and will continue to implement compliance enhancements to our export controls, trade sanctions, and government contracting compliance program to address the issues identified through ~~its~~our ongoing internal investigation and will cooperate with DDTC and BIS, as well as the U.S. Departments of Justice, Defense, ~~and~~ Homeland Security and Treasury in their ongoing reviews of these matters.

In addition, on July 19, 2019, ~~the Company~~we received a notice of immediate suspension of federal contracting from the United States Air Force, pending the outcome of an ongoing investigation. The suspension applied to 3D Systems, its subsidiaries and affiliates, and was related to the potential export controls violations involving ~~the Company’s~~our On Demand manufacturing business described above. Under the suspension, ~~the Company was~~we were generally prohibited from receiving new federal government contracts or subcontracts from any executive branch agency as described in the provisions of 48 C.F.R Subpart 9.4 of the Federal Acquisition Regulation. The suspension allowed ~~the Company~~us to continue to perform current federal contracts, and also to receive awards of new subcontracts for items under $35 and for items considered commercially available off-the-shelf items. The Air Force lifted the suspension on September 6, 2019 following the execution of a two-year Administrative Agreement with ~~the Company. The Company is~~us. We are now eligible to obtain and perform U.S. government contracts and subcontracts without restrictions. Under the Administrative Agreement, ~~the Company~~we will be monitored and evaluated by independent monitors who will report to the Air Force on ~~the Company’s~~our compliance with the terms of the Company’s Ethics & Compliance Program, including its overall culture, government contracting compliance program, and

export controls compliance program.

Although ~~the Company~~we cannot predict the ultimate resolution of these matters, ~~the Company has~~we have incurred and ~~expects~~expect to continue to incur significant legal costs and other expenses in connection with responding to the U.S. government agencies.

Other

~~The Company is~~We are involved in various other legal matters incidental to ~~its~~our business. Although ~~the Company~~we cannot predict the results of the litigation with certainty, ~~the Company believes~~we believe that the disposition of all these various other legal matters will not have a material adverse effect, individually or in the aggregate, on ~~its~~our consolidated results of operations, consolidated cash flows or consolidated financial position.

~~(14) Accumulated Other Comprehensive Loss~~

~~The changes in the balances of accumulated other comprehensive loss by component are as follows:~~

(in thousands) Foreign currency translation adjustment Defined benefit pension plan Derivative financial instruments Liquidation of non-US entity and purchase of non-controlling interests Total
Balance at December 31, 2018 $ (36,669) $ (2,647) $ — $ 338 $ (38,978)
Other comprehensive income (loss) (6,787) 207 (798) 256 (7,122)
Balance at September 30, 2019 $ (43,456) $ (2,440) $ (798) $ 594 $ (46,100)

~~The amounts presented in the table above are in other comprehensive loss and are net of taxes. For additional information about foreign currency translation, see Note 8.~~

(15) Noncontrolling Interests

As of ~~September 30, 2019, the Company~~March 31, 2020, we owned ~~approximately 70%~~100% of the capital and voting rights of Robtec, a service bureau and distributor of 3D printing and scanning products in Brazil. ~~Robtec was acquired on November 25, 2014.~~

~~As of September 30, 2019, the Company owned 100%~~Approximately 70% of the capital and voting rights of ~~Easyway, a service bureau and distributor of 3D printing and scanning products in China. Approximately 65% of the capital and voting rights of Easyway~~Robtec were acquired on ~~April 2, 2015,~~November 25, 2014. On January 7, 2020, we made a payment equal to the redemption price of $10,000 and ~~an additional 5% of~~acquired the ~~capital and voting rights of Easyway were acquired on July 19, 2017 for $2,300. The~~ remaining 30% of the capital and voting ~~rights of Easyway were acquired on January 21, 2019 for $13,500 to be paid in installments over four years, with the first installment of $2,500 paid in March 2019.~~rights.

2219

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~This~~The following discussion and analysis should be read ~~in conjunction~~together with the unaudited condensed consolidated financial statements and the notes thereto included in Item 1 (the “Financial Statements”) of this Quarterly Report on Form 10-Q (“Form 10-Q”). WeAlso, we are subject to a number of risks and uncertainties that may affect our future performance that are discussed in greater detail in the sections entitled “Forward-Looking Statements” at the end of this Item 2 and that are discussed or referred to in Item 1A of Part II of this Form 10-Q.

Business Overview

3D Systems Corporation (“3D Systems” or the “Company” or “we” or “us”) is a holding company incorporated in Delaware in 1993 that markets our products and services through subsidiaries in North America and South America (collectively referred to as “Americas”), Europe and the Middle East (collectively referred to as “EMEA”), and the Asia Pacific region (“APAC”). We provide comprehensive 3D printing and digital manufacturing solutions, including 3D printers for plastics and metals, materials, software, on demand manufacturing services and digital design tools. Our solutions support advanced applications in a wide range of industries and ~~key~~ verticals, including healthcare, dental, aerospace, automotive and durable goods. Our precision healthcare capabilities include ~~simulation,~~simulation; Virtual Surgical Planning (VSP^®)(“~~VSP™”~~VSP”),; and printing of medical and dental devices, models, and surgical guides and instruments. ~~Our solutions,~~We have over 30 years of experience and expertise ~~provide~~which have proven vital to our development of an ecosystem and end-to-end digital workflow ~~from design~~solutions which enable customers to ~~prototyping to production. As the originator of 3D printing and a shaper of future 3D solutions, for over 30 years we have been enabling professionals and companies to~~ optimize product designs, transform workflows, bring innovative products to market and drive new business models.

Customers can use our 3D solutions to design and manufacture complex and unique parts, eliminate expensive tooling, produce parts locally or in small batches and reduce lead times and time to market. A growing number of customers are shifting from prototyping applications to also using 3D printing for production. We believe this shift will be further driven by our continued advancement and innovation of 3D printing solutions that improve durability, reliability, repeatability ~~productivity~~ and total cost of ~~operation.~~operations.

COVID-19 Pandemic Response

Our top priority during the ongoing COVID-19 pandemic remains the health and safety of our employees and their families. As global governments institute restrictions on commercial operations, we are working to ensure our compliance while also maintaining business continuity for operations.

While no company is immune to global economic challenges, our business portfolio is well-balanced across end markets and geographies, and includes a high degree of businesses serving critical sectors such as the healthcare, aerospace and durable goods. Our balance sheet is well positioned and had $112.8 million of cash and cash equivalents at March 31, 2020, and a committed revolving credit facility maturing in 2024 with $42.2 million of credit available at March 31, 2020. We are in discussions with our lenders to ensure continued availability of funds in future quarters given the prospect of further economic downturn.

Our Employees

We are in the midst of what is a historic deployment of remote work and digital access to services. Our Crisis Response Steering Committee is highly engaged with local site leaders across our company in safeguarding the well-being of our employees and minimizing the spread of this infection. Employees whose tasks can be done offsite have been instructed to work from home. Approximately 80% of our total personnel continue to work from home. We only allow employees in our facilities who are essential to the facilities’ operations under best practices guidelines on maintaining physical distancing, utilizing enhanced cleaning protocols and usage of personal protective equipment.

Our Customers

We are committed to our customers to enable the support they need to continue providing vital services and tools. Our global businesses and manufacturing sites remain operational to meet customer needs during the pandemic in compliance with the orders and restrictions imposed by government authorities in each of our locations, and we are working with our customers to meet their specific shipment needs. While the pandemic has created minor delays on the inbound supply chain at our partners and our own facilities and both inbound and outbound logistical challenges, we have been able to identify alternative solutions such that none of the issues have had a material impact on our ability to fulfill demand.

Our Community

Our team has worked hard to connect people in need during this pandemic with those who can help using digital manufacturing solutions. Together with our committed partners and customers, we have worked to architect solutions specific to user needs through a combination of materials, hardware platforms, software and professional services. This helps to integrate additive manufacturing into traditional production environments and allows companies to reduce dependency on the supply chain, manufacture parts internally or make them on demand. Additionally, the COVID-19 pandemic has created the need for protective measures for both healthcare professionals and patients resulting from bottlenecks and shortages in the worldwide supply of personal protective equipment and other vital medical devices and equipment.

In response. we asked our network of partners, customers and others within the additive manufacturing community to circumvent the supply chain and help produce these parts as quickly as possible, to meet the urgent needs of the healthcare sector as they care for patients and contain the spread of the COVID-19 virus. We received offers from the community for everything from printer materials, usage of facilities for printing, engineers’ time and expertise and even offers to fund efforts. We believe that collaboration like this will be key to saving lives.

We have collaborated with our additive manufacturing community on several projects to combat the effect of the pandemic. We identified face shields as being something additive manufacturing could quickly support. We designed and developed a high efficiency face shield frame. Our printers can output 100 face shields every 24 hours. We offer this the data file free of charge to the additive manufacturing community in order to enable others who have an SLS printer to go from CAD file to production in minutes.

Lonati SpA, a manufacturing company based in Brescia, Italy, deployed our ProX SLS 6100 printer with DuraForm materials to 3D print more than 100 venturi ventilator valves for respiratory machines. These valves were designed, developed, produced and delivered in just three days, evidencing the key capabilities of our technology and the value proposition of fast response time. We now have ventilator projects going on all over the world, including in hospitals, and we are working with the National Health Service in the United Kingdom on venturi valves that can be deployed quickly and close to the point of care.

With the recent trend of moving from ventilators to CPAP masks for treatment of infected patient, we have been involved in the production of CPAP adapter components, turning what would have been a one to two month project into a solution on day one, with unit build time of just over one hour and a finished product the same day.

Finally, as widespread diagnostic testing of COVID-19 begins to ramp, there are known shortages of diagnostic tools such as nasal swabs. Our customers have been looking at repurposing dental and industrial Figure 4 printers to 3D print nasal swabs using dental and industrial grade resins as well as medical grade nylon 12. A single Figure 4 printer has demonstrated the ability to produce over 18,000 swabs per week. We have received interest from both hospitals and OEMs and are currently engaged in clinical validations with several teams.

These activities demonstrate our thought leadership in additive manufacturing, our commitment to partnering with our community in combating the pandemic and a balanced approach to how our industry can quickly address supply and demand needs amid COVID-19.

Looking Forward

Summary of ~~Third~~First Quarter ~~2019~~2020 Financial Results

Total consolidated revenue for the quarter ended ~~September 30, 2019~~March 31, 2020 decreased by ~~5.6%~~11.4%, or ~~$9.2~~$17.3 million, to ~~$155.3~~$134.7 million, compared to ~~$164.5~~$152.0 million for the quarter ended ~~September 30, 2018.~~March 31, 2019. These results reflect a 35.5% decrease in printers revenue ~~due~~and a 12.8% decrease from on demand manufacturing revenue as our customers purchases were impacted by the COVID-19 pandemic. Materials revenue decreased 0.1% to ~~the ordering patterns of a large enterprise customer and the exit of our entertainment business, as well as industry decline in manufacturing activity.~~$41.4 million.

Healthcare revenue includes sales of products, materials and services for healthcare-related applications, including simulation, training, planning, anatomical models, surgical guides and instruments and medical and dental devices. For the quarter ended ~~September 30, 2019,~~March 31, 2020, healthcare revenue ~~increased~~decreased by ~~6.3%~~7.3%, to ~~$56.4~~$46.3 million, and made up ~~36.3%~~34.4% of total revenue, compared to ~~$53.1~~$50.0 million, or ~~32.2%~~32.9% of total revenue, for the quarter ended ~~September 30, 2018. The results reflect an increase primarily in materials and services revenues.~~March 31, 2019.

For the quarter ended ~~September 30, 2019,~~March 31, 2020, total software revenue from products and services ~~increased slightly~~decreased by ~~0.1%~~7.7% to ~~$24.6~~$21.2 million, and made up ~~15.8%~~15.7% of total revenue, compared to ~~$24.6~~$23.0 million, or ~~14.9%~~15.1% of total revenue, for the quarter ended ~~September 30, 2018.~~March 31, 2019.

Gross profit for the quarter ended ~~September 30, 2019~~March 31, 2020 decreased by ~~13.5%~~13.0%, or ~~$10.5~~$8.6 million, to ~~$67.3~~$57.1 million, compared to ~~$77.8~~$65.7 million for the quarter ended ~~September 30, 2018.~~March 31, 2019. Gross profit margin for the quarters ended ~~September 30,~~March 31, 2020 and March 31, 2019 was 42.4% and ~~2018 was 43.3% and 47.3%~~43.2%, respectively.

Operating expenses for the quarter ended ~~September 30, 2019~~March 31, 2020 decreased by ~~10.8%~~13.4%, or ~~$9.6~~$11.7 million, to ~~$79.2~~$75.4 million, compared to ~~$88.8~~$87.0 million for the quarter ended ~~September 30, 2018.~~March 31, 2019. Selling, general and administrative expenses for the quarter ended ~~September 30, 2019~~March 31, 2020 decreased by ~~11.2%~~13.8%, or ~~$7.3~~$9.0 million, to ~~$58.3~~$56.1 million, compared to ~~$65.6~~$65.1 million for the quarter ended ~~September 30, 2018.~~March 31, 2019. Research and development expenses for the quarter ended ~~September 30, 2019~~March 31, 2020 decreased by ~~9.7%~~12.1%, or ~~$2.3~~$2.7 million, to ~~$20.9~~$19.2 million, compared to ~~$23.2~~$21.9 million for the quarter ended ~~September 30, 2018.~~March 31, 2019. Lower operating expenses reflect savings from 2019 cost optimization activities as well as short term cost savings from reduced hiring, travel, and outside service expenses.

Our operating loss for the quarter ended ~~September 30, 2019~~March 31, 2020 was ~~$11.9~~$18.2 million, compared to an operating loss of ~~$11.0~~$21.3 million for the quarter ended ~~September 30, 2018.~~March 31, 2019.

For the ~~nine months~~quarters ended ~~September 30,~~March 31, 2020 and March 31, 2019, ~~and 2018,~~ we ~~generated $10.1~~used $2.3 million and ~~used $2.9~~$15.2 million of cash from operations, respectively, as further discussed below. In total, our unrestricted cash balance at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, was ~~$127.6~~$112.8 million and ~~$110.0~~$133.7 million, respectively. The ~~higher~~lower cash balance was primarily the result of ~~our borrowing on~~ the ~~Senior Credit Facility, offset by repayment~~$10.0 million payment to acquire the remaining capital and voting rights of ~~amounts outstanding on~~ the ~~Prior Credit Agreement as well as investments~~noncontrolling interest in ~~our facilities~~Brazil, $4.4 million in capital expenditures, and ~~IT infrastructure. For information on the Senior Credit Facility and the Prior Credit Agreement, see Note 7.~~a $3.2 million negative effect of exchange rates.

Results of Operations

Comparison of revenue

Due to the relatively high price of certain 3D printers and a corresponding lengthy selling cycle ~~and~~as well as relatively low unit volume of the higher priced printers in any particular period, a shift in the timing and concentration of orders and shipments from one period to another can affect reported revenue in any given period.

In addition to changes in sales volumes, there are two other primary drivers of changes in revenue from one period to another: (1) the combined effect of changes in product mix and average selling prices and (2) the impact of fluctuations in foreign currencies. As used in this Management’s Discussion and Analysis, the price and mix effects relate to changes in revenue that are not able to be specifically related to changes in unit volume.

Comparison of revenue by geographic region

The following ~~tables set~~table sets forth changes in revenue by geographic region for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2019 and 2018.~~2019.

Table 1


(Dollars in thousands)	(Dollars in thousands)	Americas						EMEA						Asia Pacific								Total						(Dollars in thousands)	Americas						EMEA		Asia Pacific	Total
Revenue — third quarter 2018		$	82,155	49.9	%	$	55,020	33.4	%	$	27,336	16.6	%	$	164,511	100.0	%
Revenue — first quarter 2019																		Revenue — first quarter 2019	$	73,703	48.5		%	$	59,644	39.2	%		$	18,633	12.3	%	$	151,980	100.0	%
Change in revenue:	Change in revenue:																	Change in revenue:
Volume	Volume	(8,506)		(10.4)	%	10,919		19.8	%	(9,875)		(36.1)	%	(7,462)		(4.5)	%	Volume	(8,749)		(11.9)		%	927		1.6	%		(5,367)		(28.8)	%	(13,189)		(8.7)	%
Price/Mix	Price/Mix	4,227		5.1	%	(3,442)		(6.3)	%	(137)		(0.5)	%	648		0.4	%	Price/Mix	(981)		(1.3)		%	(3,500)		(5.9)	%		1,484		8.0	%	(2,997)		(2.0)	%
Foreign currency translation	Foreign currency translation	(50)		(0.1)	%	(2,141)		(3.9)	%	(234)		(0.9)	%	(2,425)		(1.5)	%	Foreign currency translation	(171)		(0.2)		%	(604)		(1.0)	%		(314)		(1.7)	%	(1,089)		(0.7)	%
Net change	Net change	(4,329)		(5.3)	%	5,336		9.7	%	(10,246)		(37.5)	%	(9,239)		(5.6)	%	Net change	(9,901)		(13.4)		%	(3,177)		(5.3)	%		(4,197)		(22.5)	%	(17,275)		(11.4)	%
Revenue — third quarter 2019		$	77,826	50.1	%	$	60,356	38.9	%	$	17,090	11.0	%	$	155,272	100.0	%
Revenue — first quarter 2020																		Revenue — first quarter 2020	$	63,802	47.4		%	$	56,467	41.9	%		$	14,436	10.7	%	$	134,705	100.0	%

Consolidated revenue decreased by 5.6%, predominantly driven by lower sales volume in the Asia Pacific and Americas regions driven by ordering patterns of a large enterprise customer, on demand solutions and exiting the entertainment business, partially offset by favorable sales volumes in the EMEA region primarily driven by healthcare.

~~For the quarters ended September 30, 2019 and 2018, revenue from operations outside the U.S. was 51.3% and 50.6% of total revenue, respectively.~~

~~Table 2~~

(Dollars in thousands) Americas EMEA Asia Pacific Total
Revenue — nine months 2018 $ 254,941 50.3 % $ 169,300 33.4 % $ 82,707 16.3 % $ 506,948 100.0 %
Change in revenue:
Volume (32,949) (12.9) % 21,379 12.6 % (24,345) (29.4) % (35,915) (7.1) %
Price/Mix 12,837 5.0 % (5,448) (3.2) % (2,143) (2.6) % 5,246 1.0 %
Foreign currency translation (488) (0.2) % (9,455) (5.6) % (1,812) (2.2) % (11,755) (2.3) %
Net change (20,600) (8.1) % 6,476 3.8 % (28,300) (34.2) % (42,424) (8.4) %
Revenue — nine months 2019 $ 234,341 50.5 % $ 175,776 37.8 % $ 54,407 11.7 % $ 464,524 100.0 %

~~Consolidated revenue decreased 8.4%~~11.4%, predominantly driven by lower sales volume in the Americas and Asia Pacific regions ~~which was largely~~ driven by ~~driven by ordering patterns of a large enterprise customer~~plastics printers, on demand manufacturing, healthcare, and exiting the entertainment business in the prior year and ~~the~~ unfavorable ~~impact of foreign currency, particularly in EMEA, partially offset by increased volume~~price/mix in the EMEA region ~~primarily~~ driven by ~~healthcare~~metals/material and healthcare; partially offset by favorable ~~price/mix~~sales volume for metals printers in the Americas ~~driven by materials and production printers.~~region.

For the ~~nine months~~quarters ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ revenue from operations outside the U.S. was ~~51.0%~~54.0% and ~~50.7%~~53.0% of total revenue, respectively.

Comparison of revenue by class

We earn revenue from the sale of products, materials and services. The products category includes 3D printers, healthcare simulators and digitizers, software licenses, 3D scanners and haptic devices. The materials category includes a wide range of materials to be used with our 3D printers, the majority of which are proprietary, as well as ~~acquired~~ conventional dental materials. The services category includes maintenance contracts and services on 3D printers and simulators, software maintenance, on demand solutions and healthcare services.

The following ~~tables set~~table sets forth the change in revenue by class for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2019 and 2018.~~2019.

Table 32


(Dollars in thousands)	(Dollars in thousands)	Products						Materials						Services								Total						(Dollars in thousands)	Products						Materials		Services	Total
Revenue — third quarter 2018		$	59,648	36.3	%	$	40,274	24.5	%	$	64,589	39.3	%	$	164,511	100.0	%
Revenue — first quarter 2019																		Revenue — first quarter 2019	$	50,917	33.5		%	$	41,430	27.3	%		$	59,633	39.2	%	$	151,980	100.0	%
Change in revenue:	Change in revenue:																	Change in revenue:
Volume	Volume	(6,093)		(10.2)	%	1,337		3.3	%	(2,706)		(4.2)	%	(7,462)		(4.5)	%	Volume	(12,045)		(23.7)		%	2,021		4.9	%		(3,165)		(5.3)	%	(13,189)		(8.7)	%
Price/Mix	Price/Mix	264		0.4	%	384		1.0	%	—		—	%	648		0.4	%	Price/Mix	(1,307)		(2.6)		%	(1,690)		(4.1)	%		—		—	%	(2,997)		(2.0)	%
Foreign currency translation	Foreign currency translation	(702)		(1.2)	%	(606)		(1.5)	%	(1,117)		(1.7)	%	(2,425)		(1.5)	%	Foreign currency translation	(133)		(0.3)		%	(384)		(0.9)	%		(572)		(1.0)	%	(1,089)		(0.7)	%
Net change	Net change	(6,531)		(10.9)	%	1,115		2.8	%	(3,823)		(5.9)	%	(9,239)		(5.6)	%	Net change	(13,485)		(26.5)		%	(53)		(0.1)	%		(3,737)		(6.3)	%	(17,275)		(11.4)	%
Revenue — third quarter 2019		$	53,117	34.2	%	$	41,389	26.7	%	$	60,766	39.1	%	$	155,272	100.0	%
Revenue — first quarter 2020																		Revenue — first quarter 2020	$	37,432	27.8		%	$	41,377	30.7	%		$	55,896	41.5	%	$	134,705	100.0	%

Consolidated revenue decreased ~~5.6%~~11.4%, predominantly due to lower products volume which was driven by ~~the impact of ordering patterns of a large enterprise customer, partially offset by revenue from healthcare~~plastics and ~~metal printers.~~software. For the quarters ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ revenue from printers contributed ~~$30.4~~$19.3 million and ~~$36.8~~$29.9 million, respectively. Software revenue included in the products category, including scanners and haptic devices, contributed ~~$13.3~~$10.8 million and ~~$13.6~~$12.2 million for the quarters ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

Services revenue decreased due to lower revenue from on demand solutions and from the entertainment business, which the company exited in 2019, and the unfavorable impact of foreign currency translation, partially offset by increased revenue from healthcare. For the quarters ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ revenue from on demand manufacturing services contributed ~~$23.1~~$19.7 million and ~~$26.3~~$22.6 million, respectively. For the quarters ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ software services revenue contributed ~~$11.3~~$10.4 million and ~~$11.0~~$10.8 million, respectively.

~~Table~~4

(Dollars in thousands) Products Materials Services Total
Revenue — nine months 2018 $ 188,016 37.1 % $ 128,137 25.3 % $ 190,795 37.6 % $ 506,948 100.0 %
Change in revenue:
Volume (30,148) (16.0) % (3,614) (2.8) % (2,153) (1.1) % (35,915) (19.9) %
Price/Mix 2,674 1.4 % 2,572 2.0 % — — % 5,246 3.4 %
Foreign currency translation (3,978) (2.1) % (3,048) (2.4) % (4,729) (2.5) % (11,755) (7.0) %
Net change (31,452) (16.7) % (4,090) (3.2) % (6,882) (3.6) % (42,424) (8.4) %
Revenue — nine months 2019 $ 156,564 33.7 % $ 124,047 26.7 % $ 183,913 39.6 % $ 464,524 100.0 %

2523

Consolidated revenue decreased 8.4%, predominantly driven by the products revenue category which was impacted by ordering patterns of a large enterprise customer and unfavorable impacts of foreign currency translation, only partially offset by revenue from recently launched printer models. For the nine months ended September 30, 2019 and 2018, revenue from printers contributed $90.3 million and $120.2 million, respectively. Software revenue included in the products category, including scanners and haptic devices, contributed $39.2 million and $39.5 million for the nine months ended September 30, 2019 and 2018, respectively.

Materials revenue decreased due to lower sales volume and the unfavorable impact of foreign currency, offset by a favorable impact from price/mix. The decline in volume is driven by weaker demand for materials utilized in older printer models, only partially offset by demand for new materials.

Services revenue decreased primarily due to the unfavorable impact of foreign currency translation. For the nine months ended September 30, 2019 and 2018, revenue from on demand manufacturing services contributed $69.7 million and $79.3 million, respectively. For the nine months ended September 30, 2019 and 2018, software services revenue contributed $33.5 million and $33.0 million, respectively.

Gross profit and gross profit margins

The following ~~tables set~~table sets forth gross profit and gross profit margins for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2019 and 2018.~~2019.

Table 53


		Quarter Ended September 30,																							Quarter Ended March 31,
		2019						2018						Change in Gross Profit							Change in Gross Profit Margin						2020					2019		Change in Gross Profit	Change in Gross Profit Margin
(Dollars in thousands)	(Dollars in thousands)	Gross Profit		Gross Profit Margin		Gross Profit		Gross Profit Margin		$		%		Percentage Points	%		(Dollars in thousands)	Gross Profit		Gross Profit Margin			Gross Profit		Gross Profit Margin		$		%		Percentage Points	%
Products	Products	8,339		15.7	%	17,522		29.4	%	(9,183)		(52.4)	%	(13.7)	(46.6)	%	Products	$	1,422	3.8		%	$	7,750	15.2	%	$	(6,328)	(81.7)	%	(11.4)	(75.0)	%
Materials	Materials	28,123		67.9	%	27,956		69.4	%	167		0.6	%	(1.5)	(2.2)	%	Materials	28,491		68.9		%	28,837		69.6	%	(346)		(1.2)	%	(0.7)	(1.0)	%
Services	Services	30,819		50.7	%	32,332		50.1	%	(1,513)		(4.7)	%	0.6	1.2	%	Services	27,219		48.7		%	29,118		48.8	%	(1,899)		(6.5)	%	(0.1)	(0.2)	%
Total	Total	$	67,281	43.3	%	$	77,810	47.3	%	$	(10,529)	(13.5)	%	(4.0)	(8.5)	%	Total	$	57,132	42.4		%	$	65,705	43.2	%	$	(8,573)	(13.0)	%	(0.8)	(1.9)	%

The decrease in total consolidated gross profit is due to the decrease in product sales, primarily lower sales of printers.

Products gross profit margin decreased primarily due to under absorption of supply chain overhead resulting from lower production, in addition to the impact of the mix of ~~sales and inventory adjustments. A favorable mix of sales towards higher~~sales. Total gross profit margin ~~service offerings and improvements in printer service margins drove services gross profit margin improvements.~~

~~Table 6~~

Nine Months Ended September 30,
2019 2018 Change in Gross Profit Change in Gross Profit Margin
(Dollars in thousands) Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin $ % Percentage Points %
Products 28,434 18.2 % 57,239 30.4 % (28,805) (50.3) % (12.2) (40.1) %
Materials 85,368 68.8 % 90,852 70.9 % (5,484) (6.0) % (2.1) (3.0) %
Services 92,483 50.3 % 93,750 49.1 % (1,267) (1.4) % 1.2 2.4 %
Total $ 206,285 44.4 % $ 241,841 47.7 % $ (35,556) (14.7) % (3.3) (6.9) %

~~The decrease in total consolidated gross profit is due to the decrease in product sales, primarily lower sales of printers.~~

Products gross profit margin decreased primarily due to under absorption of supply chain overhead resulting from lower production and lower revenue, in addition to the impact of the mix of sales. Materials gross profit margin decreased as a result of the mix of sales. Services gross profit margin improved from areflects favorable ~~mix of sales towards higher gross profit margin service offerings and improvements in printer service margin.~~mix.

Operating expenses

The following ~~tables set~~table sets forth the components of operating expenses for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2019 and 2018.~~2019.

Table 74


		Quarter Ended September 30,																			Quarter Ended March 31,
		2019						2018								Change					2020						2019	Change
(Dollars in thousands)	(Dollars in thousands)	Amount		% Revenue		Amount		% Revenue		$		%		(Dollars in thousands)	Amount		% Revenue		Amount		% Revenue		$		%
Selling, general and administrative expenses	Selling, general and administrative expenses	58,275		37.5	%	65,600		39.9	%	(7,325)		(11.2)	%	Selling, general and administrative expenses	$	56,106	41.7	%	$	65,107	42.8	%	$	(9,001)	(13.8)	%
Research and development expenses	Research and development expenses	20,940		13.5	%	23,194		14.1	%	(2,254)		(9.7)	%	Research and development expenses	19,244		14.3	%	21,903		14.4	%	(2,659)		(12.1)	%
Total operating expenses	Total operating expenses	$	79,215	51.0	%	$	88,794	54.0	%	$	(9,579)	(10.8)	%	Total operating expenses	$	75,350	55.9	%	$	87,010	57.2	%	$	(11,660)	(13.4)	%

Selling, general and administrative expenses decreased ~~primarily~~ due to ~~ongoing~~lower employee costs from 2019 cost structure activities as well as short term cost savings from reduced ~~personnel~~hiring, travel, and ~~facility expenses related cost optimization efforts, lower amortization from previously acquired intangible assets and decreased legal~~outside service expenses.

Research and development expenses decreased ~~as we have completed projects related to new products and platforms brought to market in 2018, and prioritized investments in materials and software.~~

~~Table 8~~

Nine Months Ended September 30,
2019 2018 Change
(Dollars in thousands) Amount % Revenue Amount % Revenue $ %
Selling, general and administrative expenses 195,036 42.0 % 206,225 40.7 % (11,189) (5.4) %
Research and development expenses 63,654 13.7 % 71,788 14.2 % (8,134) (11.3) %
Total operating expenses $ 258,690 55.7 % $ 278,013 54.8 % $ (19,323) (7.0) %

~~Selling, general and administrative expenses decreased primarily~~ due to ~~ongoing reduced personnel and facility expenses related~~lower employee costs from 2019 cost ~~optimization efforts~~structure activities as well as lower ~~amortization from previously acquired intangible assets.~~

~~Research and development expenses decreased as we have completed projects related to new products and platforms brought to market in 2018, and prioritized investments in materials and software.~~program spend.

2724

Loss from operations

The following table sets forth (loss) income from operations by geographic region for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2019 and 2018.~~2019.

Table 95


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2019		2018		2019		2018		(Dollars in thousands)	2020		2019
(Loss) income from operations:	(Loss) income from operations:									(Loss) income from operations:
Americas	Americas	(21,183)		(16,599)		(72,039)		(50,122)		Americas	$	(22,087)	$	(26,832)
EMEA	EMEA	7,105		386		13,499		(2,948)		EMEA	2,228		2,917
Asia Pacific	Asia Pacific	2,144		5,229		6,135		16,898		Asia Pacific	1,641		2,610
Total	Total	$	(11,934)	$	(10,984)	$	(52,405)	$	(36,172)	Total	$	(18,218)	$	(21,305)

See “Comparison of revenue by geographic region,” “Gross profit and gross profit margins” and “Operating expenses” above.

Interest and other (expense) income, net

The following table sets forth the components of interest and other (expense) income, net, for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2019 and 2018.~~2019.

Table 106


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2019		2018		2019		2018		(Dollars in thousands)	2020		2019
Interest and other (expense) income, net	Interest and other (expense) income, net									Interest and other (expense) income, net
Foreign exchange (loss) gain	Foreign exchange (loss) gain	(1,095)		1,035		(2,204)		2,888		Foreign exchange (loss) gain	$	(112)	$	(1,039)
Interest expense, net	Interest expense, net	(953)		(40)		(2,393)		(35)		Interest expense, net	(1,038)		(576)
Other (expense) income, net	Other (expense) income, net	(770)		32		(2,177)		(1,718)		Other (expense) income, net	(1,414)		414
Total interest and other (expense) income, net	Total interest and other (expense) income, net	$	(2,818)	$	1,027	$	(6,774)	$	1,135	Total interest and other (expense) income, net	$	(2,564)	$	(1,201)

The increase in total interest and other expense, net, for the quarter ended ~~September 30, 2019~~March 31, 2020 as compared to the quarter ended ~~September 30, 2018~~March 31, 2019 was primarily driven by ~~unfavorable foreign currency impacts, higher interest expense resulting from the Senior Credit Facility and~~ losses recorded on investments.

The increase in total interest and other expense, net for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, was primarily driven by unfavorable foreign currency impacts, higher interest expense resulting from the Senior Credit Facility put in place in the first quarter of 2019 and the impairment of assets sold with the Entertainment business recorded in the second quarter 2019; partially off-set by an adjustment to the fair value of certain cost method investments in the first quarter of 2018.

2825

Net loss attributable to 3D Systems

The following ~~tables set~~table sets forth the primary components of net loss attributable to 3D Systems for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2019 and 2018.~~2019.

Table 117

Quarter Ended September 30,
(Dollars in thousands) 2019 2018 Change
Loss from operations $ (11,934) $ (10,984) $ (950)
Other non-operating items:
Interest and other (expense) income, net (2,818) 1,027 (3,845)
Provision for income taxes (2,010) (1,593) (417)
Net loss (16,762) (11,550) (5,212)
Less: net income attributable to noncontrolling interests 81 — 81
Net loss attributable to 3D Systems Corporation $ (16,843) $ (11,550) $ (5,293)

~~Table~~12


		Nine Months Ended September 30,									Quarter Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2019		2018		Change		(Dollars in thousands)	2020		2019		Change
Loss from operations	Loss from operations	$	(52,405)	$	(36,172)	$	(16,233)	Loss from operations	$	(18,218)	$	(21,305)	$	3,087
Other non-operating items:	Other non-operating items:					—		Other non-operating items:
Interest and other (expense) income, net	Interest and other (expense) income, net	(6,774)		1,135		(7,909)		Interest and other (expense) income, net	(2,564)		(1,201)		(1,363)
Provision for income taxes		(5,793)		(6,086)		293
Benefit (provision) for income taxes								Benefit (provision) for income taxes	1,858		(1,844)		3,702
Net loss	Net loss	(64,972)		(41,123)		(23,849)		Net loss	(18,924)		(24,350)		5,426
Less: net income attributable to noncontrolling interests	Less: net income attributable to noncontrolling interests	195		246		(51)		Less: net income attributable to noncontrolling interests	—		44		(44)
Net loss attributable to 3D Systems Corporation	Net loss attributable to 3D Systems Corporation	$	(65,167)	$	(41,369)	$	(23,798)	Net loss attributable to 3D Systems Corporation	$	(18,924)	$	(24,394)	$	5,470

Weighted average shares, basic and diluted								Weighted average shares, basic and diluted	114,590		113,267
Net loss per share - basic and diluted								Net loss per share - basic and diluted	$	(0.17)	$	(0.22)

The ~~increase~~decrease in net loss for the quarter ~~and nine months~~ ended ~~September 30, 2019,~~March 31, 2020, as compared to the quarter ~~and nine months~~ ended ~~September 30, 2018,~~March 31, 2019, was primarily driven by ~~an increase~~a decrease in loss from ~~operations.~~operations and the tax benefit associated with certain net operating loss tax carrybacks, partially offset by losses recorded on investments. See “Gross profit and gross profit margins” and “Operating expenses” ~~above.~~above, and Note 12.

Liquidity and Capital Resources

Table 138


								Change											Change
(Dollars in thousands)	(Dollars in thousands)	September 30, 2019		December 31, 2018		$		%		(Dollars in thousands)	March 31, 2020		December 31, 2019		$		%
Cash and cash equivalents	Cash and cash equivalents	$	127,616	$	109,998	$	17,618	16.0	%	Cash and cash equivalents	$	112,776	$	133,665	$	(20,889)	(15.6)	%
Accounts receivable, net	Accounts receivable, net	110,333		126,618		(16,285)		(12.9)	%	Accounts receivable, net	108,769		109,408		(639)		(0.6)	%
Inventories	Inventories	122,706		133,161		(10,455)		(7.9)	%	Inventories	113,240		111,106		2,134		1.9	%
		360,655		369,777		(9,122)					334,785		354,179		(19,394)
Less:	Less:									Less:
Current portion of long term debt	Current portion of long term debt	3,025		—		3,025		—	%	Current portion of long term debt	2,506		2,506		—		—	%
Current right of use liabilities	Current right of use liabilities	10,797		654		10,143		1550.9	%	Current right of use liabilities	9,416		9,569		(153)		(1.6)	%
Accounts payable	Accounts payable	53,014		66,722		(13,708)		(20.5)	%	Accounts payable	55,862		49,851		6,011		12.1	%
Accrued and other liabilities	Accrued and other liabilities	62,701		59,265		3,436		5.8	%	Accrued and other liabilities	50,803		63,095		(12,292)		(19.5)	%
		129,537		126,641		2,896					118,587		125,021		(6,434)
Operating working capital	Operating working capital	$	231,118	$	243,136	$	(12,018)	(4.9)	%	Operating working capital	$	216,198	$	229,158	$	(12,960)	(5.7)	%

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. In doing so, we review and analyze our current cash on hand, the number of days our sales are outstanding, inventory turns, capital expenditure commitments and accounts payable turns. Our cash requirements primarily consist of funding of working capital and ~~funding of~~ capital expenditures.

Cash flow from operations, cash and cash equivalents, and other sources of liquidity such as bank credit facilities and issuing equity or debt securities, are expected to be available and sufficient to meet foreseeable cash requirements. ~~During the first quarter of 2019, we entered into~~We hold a 5-year ~~$100.0 million~~$100,000 senior secured term loan facility (the “Term Facility”) and a 5-year ~~$100.0 million~~$100,000 senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit Facility”), which replaced the Company's prior $150.0 million 5-year revolving, unsecured credit facility (the "Prior Credit Agreement"), which was terminated in connection with entry into the Senior Credit Facility. Borrowings under the Senior Credit Facility were used to refinance existing indebtedness of $25,000 outstanding under the Prior Credit Agreement and will be used that are intended to support working capital and ~~for~~ general corporate purposes. The Senior Credit Facility is scheduled to mature on February 26, 2024, at which time all amounts outstanding thereunder will be due and payable. As of March 31, 2020, we have availability under the Revolving Facility of $42.2 million. For additional information on the Senior Credit Facility, ~~and the Prior Credit Agreement,~~ see Note 7.7 to the condensed consolidated financial statements in this Form 10-Q.

As a result of the Term Facility, the Company has exposure to floating interest rates. To manage interest expense, the Company evaluates an appropriate mix of fixed and floating rate debt. In July 2019, the Company entered into a floating to fixed interest rate swap to reduce exposure to changes in floating interest rates on the Term Facility. The interest rate swap has a notional value of $50,000 and will expire on February 26, 2024, concurrent with the Term Facility. The notional value will decline over the term of the interest rate swap as amortization payments reduce the principal amount of the Term Facility. As a result of the interest rate swap, the percentage of total principal debt (excluding capital leases) that is subject to floating interest rates is approximately 15%. The Company designated the swap as a cash flow hedge for accounting treatment.

Cash held outside the U.S. at ~~September 30, 2019~~March 31, 2020 was ~~$85.0~~$72.9 million, or ~~66.6%~~64.7% of total cash and equivalents, compared to ~~$73.3~~$75.7 million, or ~~66.7%~~56.5% of total cash and equivalents at December 31, ~~2018.~~2019. As our previously unremitted earnings have been subjected to U.S. federal income tax, we expect any repatriation of these earnings to the U.S. would not incur significant additional taxes related to such amounts. However, our estimates are provisional and subject to further analysis. Cash equivalents are comprised of funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short term nature of these instruments. We strive to minimize our credit risk by investing primarily in investment grade, liquid instruments and limit exposure to any one issuer depending upon credit quality. See “~~Cash flow~~”“Cash flow” discussion below.

Days’ sales outstanding (DSO) was 6573 at ~~September 30, 2019,~~March 31, 2020, compared to 6967 days for the year at December 31, ~~2018.~~2019. Accounts receivable more than 90 days past due ~~increased~~decreased to ~~12.0%~~10.3% of gross receivables at ~~September 30, 2019,~~March 31, 2020, from ~~8.9%~~12.1% at December 31, ~~2018.~~2019. We review specific receivables periodically to determine the appropriate reserve for accounts receivable.

The majority of our inventory consists of finished goods, including products, materials and service parts. Inventory also consists of raw materials for certain printers and service products. Inventory balances may fluctuate during cycles of new product launch, commercialization and timing of ramp up of production and sales of products.

The changes that make up the other components of working capital not discussed above resulted from the ordinary course of business. Differences between the amounts of working capital item changes in the cash flow statement and the balance sheet changes for the corresponding items are primarily the result of foreign currency translation adjustments.

Cash flow

~~The following tables set forth components of cash flow for the nine months ended September 30, 2019 and 2018.~~

~~Table~~14

Nine Months Ended September 30,
(Dollars in thousands) 2019 2018
Net cash provided by (used in) operating activities $ 10,084 $ (2,931)
Net cash used in investing activities (18,389) (29,550)
Net cash provided by (used in) financing activities 27,333 (8,906)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,400) (2,417)
Net increase (decrease) in cash, cash equivalents and restricted cash $ 17,628 $ (43,804)

Cash flow from operations

~~Table 15~~

Nine Months Ended September 30,
(Dollars in thousands) 2019 2018
Net loss $ (64,972) $ (41,123)
Non-cash charges 61,680 66,869
Changes in working capital and all other operating assets 13,376 (28,677)
Net cash provided by (used in) operating activities $ 10,084 $ (2,931)

Cash ~~provided by operating activities for the nine months ended September 30, 2019 was $10.1 million and cash~~ used in operating activities for the ~~nine months~~quarters ended ~~September 30, 2018~~March 31, 2020 and March 31, 2019 was ~~$2.9 million.~~$2.3 million and $15.2 million, respectively. Excluding non-cash charges, the net loss ~~resulted in a use of~~provided cash of ~~$3.3~~$1.0 million for the ~~nine months~~quarter ended ~~September 30, 2019~~March 31, 2020 and ~~provided~~used cash of ~~$25.7~~$4.6 million for the ~~nine months~~quarter ended ~~September 30, 2018.~~March 31, 2019. Non-cash charges generally consist of depreciation, amortization, and stock-based compensation.

~~Improvements in working~~Working capital ~~provided~~used cash of ~~$13.4~~$3.3 million and $10.6 million for the ~~nine months~~quarters ended ~~September 30,~~March 31, 2020 and March 31, 2019, ~~and working capital requirements used cash of $28.7 million for the nine months ended September 30, 2018.~~respectively. In the ~~nine months~~quarter ended ~~September 30, 2019,~~March 31, 2020, drivers of working capital related to cash ~~inflows~~outflows were an increase in prepaid expenses and inventory and a decrease in ~~accounts receivable, inventory and an increase in deferred revenues;~~other accrued liabilities; partially offset by a ~~decrease~~increase in deferred revenue and accounts ~~payable and accrued and other current liabilities.~~payable. In the ~~nine months~~quarter ended ~~September 30, 2018,~~March 31, 2019, cash outflows were ~~driven by increases~~mainly due to lower accounts payable, lower accrued liabilities and investments in inventory ~~prepaid expenses and a decreases in accrued and other current liabilities;~~to support of new product commercialization, partially offset by an increase ~~in accounts payable~~deferred revenues related to software and ~~a decrease in accounts receivable.~~system maintenance contracts.

Cash flow from investing activities

~~Table 16~~

Nine Months Ended September 30,
(Dollars in thousands) 2019 2018
Purchases of property and equipment $ (18,265) $ (28,323)
Proceeds from sale of assets 1,620 9
Other investing activities (1,744) (1,236)
Net cash used in investing activities $ (18,389) $ (29,550)

~~The~~For the quarters ended March 31, 2020 and 2019, the primary ~~outflow~~outflows of cash ~~relates~~relate to ~~investments in our facilities including our customer innovation centers~~the purchases of noncontrolling interest and ~~healthcare and on-demand facilities as well as continued investments in our IT infrastructure.~~capital expenditures.

Cash flow from financing activities

~~Table 17~~

Nine Months Ended September 30,
(Dollars in thousands) 2019 2018
Proceeds from borrowings $ 100,000 $ —
Repayment of borrowings/long term debt (66,013) —
Payments related to net-share settlement of stock based compensation (3,029) (5,723)
Purchase of noncontrolling interest (2,500) —
Payments on earnout consideration — (2,675)
Other financing activities (1,125) (508)
Net cash provided by (used in) financing activities $ 27,333 $ (8,906)

Cash provided by financing activities was ~~$27.3~~$1.2 million and $73.7 million for the ~~nine months~~quarters ended ~~September 30,~~March 31, 2020 and March 31, 2019, ~~and cash used in financing activities was $8.9 million for the nine months ended September 30, 2018.~~respectively. The primary inflow of cash for the ~~nine months~~quarter ended ~~September 30,~~March 31, 2020 relates to the proceeds from the inventory financing agreements, partially offset by settlements of stock-based compensation and repayment of the Term Facility. The primary inflow of cash for the quarter ended March 31, 2019 relates to borrowing on the Term Facility, partially offset by repayments of the Prior Credit Facility and Term Facility.

Recent Accounting Pronouncements

Refer to Note 1 - Basis of Presentation of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion.

Critical Accounting Policies and Significant Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

~~Except for~~As of the ~~accounting policies related to lease accounting that were updated as a result~~date of ~~adopting ASC Topic 842,~~this report, there have been no changes to our critical accounting policies and estimates described in the Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (“~~2018~~2019 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February ~~28, 2019,~~26, 2020 that have had a material impact on our condensed consolidated financial statements and related notes, other than the following:

Our EMEA, APAC and Americas reporting units carry approximately ~~$182.2~~$182.9 million, ~~$35.5~~$35.3 million and $0 of goodwill, respectively, as of ~~September 30, 2019.~~March 31, 2020. Goodwill in the Americas region was written off in 2015. The net carrying values of our long-lived assets in the EMEA, APAC, and Americas regions are approximately ~~$67.5~~$63.6 million, ~~$7.4~~$6.8 million, and ~~$69.3~~$62.8 million, respectively. In our ~~2018~~2019 impairment testing, we determined the EMEA and APAC reporting units had fair values ~~substantially~~ in excess of their carrying ~~values (>100%).~~values. Our ~~2018~~2019 impairment testing also indicated no impairment of long-lived assets in the Americas region as the undiscounted cash flows were ~~substantially~~ in excess of the carrying value of long-lived ~~assets (>59%).~~assets. This headroom and recoverability were driven by our forecasts of future operating performance as well as external market indicators.

Our operating performance through ~~September 30, 2019~~March 31, 2020 has been negatively impacted by macroeconomic factors, the decrease and mix of sales, and the ~~ordering patterns~~effect of ~~a large enterprise customer.~~the COVID-19 pandemic. The Company is taking actions to counter these factors, including reducing our cost structure by focusing on cost of sales and operating expenses to drive future profitability. Refer to discussion of the COVID-19 Pandemic in this Management’s Discussion and Analysis. As a results of these matters, the Company experienced a triggering event in the current quarter and performed a quantitative analysis for potential impairment of its goodwill or long-lived asset balances. Based on currently available information and analysis as of March 31, 2020, the Company continues to believe the fair value of the reporting units exceeds their carrying values and the carrying value of our long-lived assets is recoverable. In the event that these matters are not satisfactorily resolved, the Company could experience aanother triggering event or impairment of its goodwill or long-lived asset balances in future periods.

Forward-Looking Statements

Certain statements made in this Form 10-Q that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “anticipates,” or “plans” or the negative of these terms or other comparable terminology.

Forward-looking statements are based upon management’s beliefs, assumptions and current expectations concerning future events and trends, using information currently available, and are necessarily subject to uncertainties, many of which are outside our control. Although we believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not, and should not be relied upon as a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. These factors include without limitation:

•~~competitive industry pressures;~~impact of production, supply, contractual and other disruptions, including facility closures and furloughs, due to the spread of the COVID-19 pandemic;

•our ability to deliver products that meet changing technology and customer needs;

•our ability to identify strategic acquisitions, to integrate such acquisitions into our business without disruption and to realize the anticipated benefits of such acquisitions;

•impact of future write-off or write-downs of intangible assets;

•our ability to acquire and enforce intellectual property rights and defend such rights against third party claims;

•our ability to protect our intellectual property rights and confidential information, including our digital content, from third-party infringers or unauthorized copying, use or disclosure;

•failure of our information technology infrastructure or inability to protect against cyber-attack;

•our ability to generate net cash flow from operations;

•our ability to obtain additional financing on acceptable terms;

•our ability to comply with the covenants in our borrowing agreements;

•impact of natural disasters, public health issues (including the COVID-19 pandemic), and other catastrophic events;

•impact of global economic, political and social conditions and financial markets on our business;

•fluctuations in our gross profit margins, operating income or loss and/or net income or loss;

•our ability to efficiently conduct business outside the U.S.;

•our dependence on our supply chain for components and sub-assemblies used in our 3D printers and other products and for raw materials used in our print materials;

•our ability to manage the costs and effects of litigation, investigations or similar matters involving us or our subsidiaries;

•product quality problems that result in decreased sales and operating margin, product returns, product liability, warranty or other claims;

•our ability to retain our key employees and to attract and retain new qualified employees, while controlling our labor costs;

•our exposure to product liability claims and other claims and legal proceedings;

•disruption in our management information systems for inventory management, distribution, and other key functions;

•compliance with U.S. and other anti-corruption laws, data privacy laws, trade controls, economic sanctions, and similar laws and regulations;

•our ability to comply with the terms of the Administrative Agreement with the U.S. Air Force and to maintain our status as a responsible contractor under federal rules and regulations;

•changes in, or interpretation of, tax rules and regulations; and

•compliance with, and related expenses and challenges concerning, conflict-free minerals regulations; and

•the other factors discussed in the reports we file with or furnishes to the SEC from time to time, including the risks and important factors set forth in additional detail in Item 1A. “Risk Factors” in the ~~2018~~2019 Form 10-K and in Part II, Item ~~1A. “Risk Factors” in~~1A of the ~~Quarterly Reports on~~ Form 10-Q for the quarter ended March 31, 2019 (the “2019 Q1 Form 10-Q”) and the quarter ended June 30, 2019 (the “2019 Q2 Form 10-Q” and, together with the 2019 Q1 Form 10-Q and this Form 10-Q, the “2019 Quarterly Reports”).10-Q.

~~Certain of these and other factors are discussed in more detail in Item 1A. “Risk Factors” in the 2018 Form 10-K and in the 2019 Quarterly Reports.~~ Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included herein are made only as of the date of this Form 10-Q and we undertake no obligation to publicly update or review any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or circumstances or otherwise. All subsequent written or oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by the cautionary statements referenced above.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

For a discussion of market risks at December 31, ~~2018,~~2019, refer to Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in the ~~2018~~2019 Form10-K. During the first ~~nine~~three months of ~~2019,~~2020, there were no material changes or developments that would materially alter the market risk assessment performed as of December 31, ~~2018.~~2019.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

As of ~~September 30, 2019,~~March 31, 2020, 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 the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. These controls and procedures were designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner to allow timely decisions regarding required disclosures. Based on this evaluation, management has concluded that our disclosure controls and procedures were effective as of ~~September 30, 2019.~~March 31, 2020.

Changes in Internal Controls over Financial Reporting

There were no material changes in our internal controls over financial reporting during the period covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

The information set forth in “Litigation” and “Export Compliance Matter” in Note 1314 – Commitments and Contingencies to the Financial Statements in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors.

~~We disclosed potential violations of U.S. export controls laws~~There are no material changes to the ~~U.S. federal government that resulted~~risk factors previously disclosed in ~~multiple investigations. We have implemented compliance processes and procedures~~our 2019 Form 10-K in response to ~~identify and prevent potential future violations~~Item 1A to Part I of ~~export control laws, trade sanctions, and government contracting laws and regulations, and continue to review our government contracting compliance risks and potential violations. Based on~~Form 10-K other than below. However, the disclosures and investigations, the U.S. Air Force temporarily suspended us from certain new federal contracts and orders in July 2019 and lifted that suspension in September 2019 following the execution of an Administrative Agreement with the Company. Failure to comply with the termsimpact of the ~~Administrative Agreement or~~COVID-19 pandemic may exacerbate the ~~commencement~~risks discussed below and in Item 1A, “Risk Factors” in our 2019 Form 10-K, any of which could have a ~~separate action by another governmental agency would result in decreased revenues~~material effect on us. This situation is changing rapidly and additional ~~harm~~impacts may arise that we are not aware of currently. See also Part I Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information regarding our response to ~~our reputation~~the COVID-19 pandemic and ~~otherwise~~Part I Item 3, Quantitative and Qualitative Disclosures About Market Risk.

The COVID-19 pandemic could materially adversely affect our ~~business, operating~~financial condition and results ~~and financial condition.~~of operations.

~~In October 2017,~~The novel strain of the coronavirus identified in China in late 2019 (COVID-19) has globally spread throughout other areas such as Asia, Europe, the Middle East, and North America and has resulted in authorities imposing, and businesses and individuals implementing, numerous unprecedented measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders, and shutdowns. These measures have impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors, suppliers, and partners. Each of the countries in which we ~~received~~operate has been affected by the outbreak and taken measures to try to contain it. The ultimate impact and efficacy of government measures and potential future measures is currently unknown.

There is considerable uncertainty regarding the business impacts from such measures and potential future measures. While we have been able to continue our operations through a combination of work-from-home and social distancing policies implemented to protect employees, these measures have resulted in reduced workforce availability at some of our sites. Restrictions on our access to customer facilities may impact our ability to meet customer demand and could have a material adverse effect on our financial condition and results of operations, particularly if prolonged. Our customers have experienced, and may continue to experience, disruptions in their operations, which can result in delayed, reduced, or canceled orders, or collection risks, and which may adversely affect our results of operations.

The pandemic has significantly increased economic and demand uncertainty. It is likely that the current outbreak and continued spread of COVID-19 will cause an ~~administrative subpoena from the Bureau~~economic slowdown, and it is possible that it could cause a global recession. There is a significant degree of ~~Industry~~uncertainty and ~~Security (“BIS”) requesting the production~~lack of ~~records in connection with possible violations of U.S. export control laws, including with regard~~visibility as to the ~~On Demand manufacturing~~extent and duration of any such slowdown or recession. Risks related to a slowdown or recession are described in our risk factor titled “Global economic, political and social conditions and financial markets may harm our ability to do business, ~~done~~adversely affect our sales, costs, results of operations and cash flow,” below, and include the risk that demand for our products and services will be significantly harmed. Given the significant economic uncertainty and volatility created by the pandemic, it is difficult to predict the nature and extent of impacts on demand for our ~~subsidiary, Quickparts.com, Inc. In addition, while collecting information responsive~~products and services. These expectations are subject to change without warning and investors are cautioned not to place undue reliance on them.

The pandemic has led to increased disruption and volatility in capital markets and credit markets. We implemented salary decreases for executives, 2-week furloughs for non-essential employees, and suspension of all non-essential capital expenditures measures to strengthen our liquidity position given the uncertainty regarding the length and severity of the pandemic and ongoing economic uncertainty. Unanticipated consequences of the pandemic and resulting economic uncertainty could result in a breach of the debt financial covenant, thus adversely affecting our liquidity and capital resources in the future, as well as incurring additional costs if an amendment to the ~~above-referenced subpoena,~~credit agreement is required.

The spread of COVID-19 has caused us to modify our ~~internal investigation identified potential violations~~business practices (including employee travel, employee work locations, cancellation of physical participation in meetings, events and conferences, and social distancing measures), and we may take further actions as may be required by government authorities or that we determine are in the ~~International Traffic in Arms Regulations (“ITAR”) administered~~best interests of our employees, customers, partners, vendors, and suppliers. Work-from-home and other measures introduce additional operational risks, including cybersecurity risks, and have affected the way we conduct our product development and testing, customer support, and other activities, which could have an adverse effect on our operations. There is no certainty that such measures will be sufficient to mitigate the risks posed by the ~~State Department’s Directorate~~virus, and illness and workforce disruptions could lead to unavailability of ~~Defense Trade Controls (“DDTC”)~~key personnel and ~~potential violations~~harm our ability to perform critical functions.

We depend on outsourcing partners for assembly of our 3D printers and our supply chain for spare parts and for raw materials used in our materials. The ongoing COVID-19 pandemic has caused supply and logistical disruptions for both our outsourcing partners and supply chain partners. If these relationships were to terminate or these disruptions worsen, our business could be disrupted while we locate alternative suppliers and our expenses may increase.

We have outsourced selected design and manufacturing companies to assemble our printers. In carrying out these outsourcing activities, we face a number of risks, including, among others, the Export Administration Regulations administered by BIS. On June 8, 2018 and thereafter, we submitted voluntary disclosures to BIS and DDTC identifying numerous potentially unauthorized exports of technical data, which supplemented an initial notice of voluntary disclosurefollowing:

•The risk that the parties that we ~~submitted~~retain to ~~DDTC~~perform assembly activities may not perform in ~~February 2018. We have and will continue to implement compliance enhancements~~a satisfactory manner;

•The risk of disruption in the supply of printers or other products to our ~~export controls, trade sanctions,~~customers if such third parties either fail to perform in a satisfactory manner or are unable to supply us with the quantity of printers or other products that are needed to meet then current customer demand;

•The risk of work delays or supply chain disruptions stemming from governmental efforts to contain the COVID-19; and ~~government contracting compliance to address the issues identified through our internal investigation and cooperate with DDTC and BIS,~~

•The risk of insolvency of suppliers, as well as the ~~U.S. Departments~~risks that we face, as discussed below, in dealing with a limited number of ~~Justice, Defense, and Homeland Security, in their reviews of these matters.~~suppliers.

~~In addition, on July 19, 2019,~~We purchase components and sub-assemblies for our printers from third-party suppliers that we received a notice of immediate suspension of federal contracting from the United States Air Force, pending the outcome of an ongoing investigation. The suspension applied to 3D Systems, its subsidiaries and affiliates, and was related to export controls violations involving 3D Systems’ On Demand manufacturing business described above. Under the suspension, we were generally prohibited from receiving new federal government contracts or subcontracts from any executive branch agency as described in the provisions of 48 C.F.R Subpart 9.4 of the Federal Acquisition Regulation. The suspension allowed us to continue to perform current federal contracts, and also to receive awards of new subcontracts for items under $35,000 and for items considered commercially available off-the-shelf items. The Air Force lifted the suspension on September 6, 2019 following the execution of a two-year Administrative Agreement with the Company. The Company is now eligible to obtain and perform U.S. government contracts and subcontracts without restrictions. Under the Administrative Agreement, the Company will be monitored and evaluated by independent monitors who will report to the Air Force on the Company’s compliance with the terms of the Company’s Ethics & Compliance Program, including its overall culture, government contracting compliance program, and export controls compliance program. The Company’s failure to comply fully with the terms of the Administrative Agreement or the commencement of separate actions by other agencies of the federal government could result in reinstatement of the suspension or debarment from future federal contracting, which would result in decreased revenues and additional harmprovide to our ~~reputation and otherwise adversely affect~~customers as spare parts. Additionally, we purchase raw materials that are used in our ~~business, operating results and financial condition,~~materials, as well as certain of those materials, from third-party suppliers.

~~Although~~While there are several potential suppliers of parts for our products, we ~~cannot predict the ultimate resolution~~currently choose to use only one or a limited number of suppliers for several of these ~~matters, we have incurred~~items, including our lasers, materials and ~~expect to continue to incur significant legal costs and other expenses in connection with responding to~~certain jetting components. Our reliance on a single or limited number of suppliers involves many risks, including, among others, the ~~U.S. government agencies.~~following:

~~Throughout 2018, we implemented new compliance procedures to identify and prevent potential violations~~•Potential shortages of export controls laws, trade sanctions, and government contracting laws and regulations and created a Compliance Committee of the Board of Directors to further enhance board oversight of compliance risks. As a result of these compliance enhancements, we identified additional potential violations of ITAR, and submitted related voluntary disclosures to DDTC. As we continue to implement additional compliance enhancements throughout 2019, we may discover additional potential violations of export controls laws, trade sanctions, and/or government contracting laws in the future. If we identify any additional potential violations, we will submit voluntary disclosures to the relevant agencies and cooperate with such agencies on any related investigations. Independent monitors will observe and evaluate the Company’s continued compliance with its Ethics & Compliance Program during the term of the Administrative Agreement.some key components;

•Disruptions in the operations of these suppliers;

•Product performance shortfalls; and

•Reduced control over delivery schedules, assembly capabilities, quality and costs.

The recent situation brought on by COVID-19 pandemic has created minor delays on the inbound supply chain at our partners and our own facilities. Additional delays on both inbound and outbound logistics have also created challenges. We have been able to identify alternative solutions such that none of the issues have had a material impact on our ability to fulfill demand.

While we believe that, if necessary, we can obtain all the components necessary for our spare parts and materials from other manufacturers, we require any new supplier to become “qualified” pursuant to our internal procedures, which could involve evaluation processes of varying durations. Our spare parts and raw materials used in our materials production are subject to various lead times. In addition, at any time, certain suppliers may decide to discontinue production of a part or raw material that we use. Any unanticipated change in the sources of our supplies, or unanticipated supply limitations, could increase production or related costs and consequently reduce margins.

3531

If the U.S. government finds that we have violated one or more export controls laws, trade sanctions, or government contracting laws, we could be subject to various civil or criminal penalties. By statute, these penalties can include but are not limited to fines, which by statute may be significant, denial of export privileges, and suspension or debarment from participation in U.S. government contracts. We may also be subject to contract claims based upon such violations. Any assessment of penalties or other liabilities incurred in connection with these matters could harm our ~~reputation and customer relationships, create negative investor sentiment, and affect our share value. In connection with any resolution,~~forecasts exceed actual orders, we may ~~also be required~~hold large inventories of slow-moving or unusable parts, which could have an adverse effect on our cash flow, profitability and results of operations. Inversely, we may lose orders if our forecast is low and we are unable to ~~undertake additional remedial compliance~~meet demand. There is considerable uncertainty on the business impact from current measures and ~~program monitoring. We cannot at this time predict when~~potential future measures to contain the ~~U.S. government agencies will conclude their investigations~~spread of the COVID-19 pandemic on our vendors, suppliers, and partners, especially if such measures are in effect for an extended period of time. If disruptions to global businesses from the pandemic continue or ~~determine an estimated cost, if any,~~worsen, our business could face greater supply chain delays and difficulty shipping or ~~range~~receiving products and materials, which could have a material adverse effect on our financial condition and results of ~~costs, for any penalties, fines or other liabilities to third parties that may be incurred in connection with these matters.~~operations.

~~Our common stock price has been~~Global economic, political and social conditions and financial markets may ~~continue~~harm our ability to ~~be volatile.~~do business, adversely affect our sales, costs, results of operations and cash flow.

We are subject to global economic, political and social conditions that may cause customers to delay or reduce technology purchases due to economic downturns, difficulties in the financial services sector and credit markets, geopolitical uncertainties, tariffs and other macroeconomic factors affecting spending behavior. Adverse changes in global or regional economic conditions, including recession or slowing growth, lower capital expenditures by businesses, increases in unemployment, and lower consumer confidence and spending, periodically occur.

The ~~market price~~COVID-19 pandemic has significantly increased economic and demand uncertainty. It is likely that the current outbreak and continued spread of ~~our common stock has experienced,~~COVID-19 will cause an economic slowdown, and ~~may continue to experience, considerable volatility. Between January 1, 2018 and October 17, 2019, the trading price of our common stock has ranged from~~it is possible that it could cause a ~~low of $6.47 per share to~~global recession. Adverse changes in economic conditions, including as a ~~high of $21.78 per share. Numerous factors could have a significant effect on the price of our common stock, including those described or referred to in the “Risk Factors” section~~result of the ~~Form 10-K,~~pandemic, can significantly harm demand for our products and services and make it more challenging to forecast our operating results and make business decisions, including regarding prioritization of investments in our business. An economic downturn or increased uncertainty may also lead to increased credit and collectability risks, reduced liquidity, and asset impairments.

We also face risks that may arise from financial difficulties experienced by our suppliers, resellers or customers, including, among others, the ~~2019 Q1 Form 10-Q, and the 2019 Q2 Form 10-Q, as well as, among other things:~~following:

•~~Our perceived value in the securities markets;~~Customers or partners to whom we sell our products and services may face financial difficulties or may become insolvent, which could lead to our inability to obtain payment of accounts receivable that those customers may owe;

•~~Overall trends~~Customers and potential customers may experience deterioration of their businesses, which may result in the ~~stock market;~~delay or cancellation of plans to purchase our products;

•~~Announcements~~Key suppliers of ~~changes~~raw materials, finished products or components used in the products that we sell may face financial difficulties or may become insolvent, which could lead to disruption in the supply of printers, materials or spare parts to our ~~forecasted operating results or the operating results of one or more of our competitors;~~

•~~Compliance with the terms of our Administrative Agreement with the U.S. Air Force;~~customers; and

•The ~~impact~~inability of customers, including resellers, suppliers and contract manufacturers, to obtain credit financing to finance purchases of our products and raw materials used to build those products.

Changes in business conditions may cause goodwill and other intangible assets to become impaired.

Goodwill and other intangible assets are subject to an impairment test on an annual basis and when circumstances indicate that an impairment is more likely than not. Such circumstances include a significant adverse change in the business climate or a decision to dispose of a business or product line. We face some uncertainty in our business environment due to a variety of challenges, including changes in customer demand. We may experience unforeseen circumstances that adversely affect the value of our goodwill or intangible assets and trigger an evaluation of the amount of the recorded goodwill and intangible assets. Future write-offs of goodwill or other intangible assets as a result of an impairment in the business could materially adversely affect our results of operations ~~our~~and financial ~~condition or our prospects;~~condition.

•~~Future sales~~Our EMEA, APAC and Americas reporting units carry approximately $182.9 million, $35.3 million and $0 of goodwill, respectively, as of March 31, 2020. Goodwill in the Americas region was written off in 2015. The net carrying values of our ~~common stock~~long-lived assets in the EMEA, APAC, and Americas regions are approximately $63.6 million, $6.8 million, and $62.8 million, respectively. In our 2019 impairment testing, we determined that no impairment of goodwill or ~~other securities (including any shares issued in connection with earn-out obligations for any past or~~long-lived assets was required. These conclusions were driven by our forecasts of future ~~acquisition);~~operating performance as well as external market indicators.

•~~Market conditions for providers of products and services such as ours;~~

•~~Executive level management uncertainty or change;~~

•~~Changes in recommendations or revenue or earnings estimates by securities analysts; and~~

•~~Announcements of acquisitions by us or one of our competitors.~~

~~There have been no other material changes to the risk factors as previously disclosed in the 2018 Form 10-K, the 2019 Q1 Form 10-Q, and the 2019 Q2 Form 10-Q.~~

3632

Our operating performance through March 31, 2020 has been negatively impacted by macroeconomic factors, the decrease and mix of sales and the effect of the COVID-19 pandemic. As a result of these matters, the Company experienced a triggering event in the current quarter and performed a quantitative analysis for potential impairment of its goodwill or long-lived asset balances. Based on currently available information and analysis as of March 31, 2020, the Company continues to believe the fair value of the reporting units exceeds their carrying values and the carrying value of our long-lived assets is recoverable.The Company is taking actions to counter these factors, including reducing our cost structure by focusing on cost of sales and operating expenses to drive future profitability. In the event that these matters are not satisfactorily resolved, we could experience another triggering event or impairment of goodwill or long-lived asset balances in future periods.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Issuances of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The following table provides information about purchases of equity securities that are registered pursuant to Section 12 of the Exchange Act for the quarter ended ~~September 30, 2019:~~March 31, 2020:

Total number of shares (or units) purchased Average price paid per share (or unit)
Shares delivered or withheld pursuant to restricted stock awards
July 1, 2019 - July 31, 2019 83,033 $ 9.08
August 1, 2019 - August 31, 2019 189,398 $ 6.56
September 1, 2019 - September 30, 2019 11,384 $ 7.02
283,815 (a) $ 7.32 (b)


	Total number of shares (or units) purchased		Average price paid per share (or unit)
Shares delivered or withheld pursuant to restricted stock awards
January 1, 2020 - January 31, 2020	1,880		$	9.41
February 1, 2020 - February 29, 2020	49,592		$	12.07
March 1, 2020 - March 31, 2020	29,048		$	8.92
	80,520	(a)	$	10.87	(b)

(a)Reflects shares of common stock surrendered to the Company for payment of tax withholding obligations in connection with the vesting of restricted stock.

(b)The average price paid reflects the average market value of shares withheld for tax purposes.

Item 6. Exhibits.


~~3.1~~			~~Certificate of Incorporation of Registrant. (Incorporated by reference to Exhibit 3.1 to Form 8-B filed on August 16, 1993, and the amendment thereto, filed on Form 8-B/A on February 4, 1994.)~~

~~3.2~~			~~Amendment to Certificate of Incorporation filed on May 23, 1995. (Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form S-2/A, filed on May 25, 1995.)~~

~~3.3~~			Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 19, 2004. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, filed on August 5, 2004.)

~~3.4~~			Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 17, 2005. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, filed on August 1, 2005.)

~~3.5~~			Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on October 7, 2011. (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on October 7, 2011.)

~~3.6~~			Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on May 21, 2013. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on May 22, 2013.)

~~3.7~~			~~Amended and Restated By-Laws of 3D Systems Corporation. (Incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on March 15, 2018.)~~

10.1*			Employment Agreement between 3D Systems Corporation and Todd Booth, dated August 15, 2019. (Incorporated by reference to Exhibit 10.1 to Registrant’s current report on Form 8-K filed on August 19, 2019.)

~~10.2~~			First Amendment, dated September 30, 2019, to the Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, the guarantors party thereto, and the other lenders party thereto.

31.1			Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated ~~October 30, 2019.~~May 6, 2020.

31.2			Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated ~~October 30, 2019.~~May 6, 2020.

~~32.1~~32.1			Certification of Principal Executive Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated ~~October 30, 2019.~~May 6, 2020.

32.2			Certification of Principal Financial Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated ~~October 30, 2019.~~May 6, 2020.

101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			XBRL Taxonomy Extension Schema Document.

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB			XBRL Taxonomy Extension Label Linkbase Document.

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.

104			Cover Page Interactive Data File - this data file does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

* Management contract or compensatory plan or arrangement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			3D Systems Corporation

			By			/s/ Todd A. Booth
						Todd A. Booth
						Executive Vice President and Chief Financial Officer
						(principal financial and accounting officer)

Date: ~~October 30, 2019~~May 6, 2020

3935


(In thousands, except par value)	September 30, 2019 (unaudited)		December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	127,616	$	109,998
Accounts receivable, net of reserves — $8,182 (2019) and $8,423 (2018)	110,333		126,618
Inventories	122,706		133,161
Prepaid expenses and other current assets	30,945		27,697

Total current assets	391,600		397,474
Property and equipment, net ^(a)	92,935		103,252
Intangible assets, net	51,253		68,275
Goodwill	217,688		221,334
Right of use assets^(a)	35,028		4,466
Deferred income tax asset	6,492		4,217
Other assets, net	27,767		26,814
Total assets	$	822,763	$	825,832
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long term debt	$	3,025	$	—
Current right of use liabilities ^(a)	10,797		654
Accounts payable	53,014		66,722
Accrued and other liabilities	62,701		59,265

Customer deposits	5,226		4,987
Deferred revenue	36,320		32,432
Total current liabilities	171,083		164,060
Long-term debt	55,421		25,000
Long-term right of use liabilities ^(a)	32,667		6,392
Deferred income tax liability	7,119		6,190
Other liabilities	41,178		39,331
Total liabilities	307,468		240,973
Redeemable noncontrolling interests	8,872		8,872
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value, authorized 220,000 shares; issued 120,997 (2019) and 118,650 (2018)	120		117
Additional paid-in capital	1,367,198		1,355,503
Treasury stock, at cost — 3,583 shares (2019) and 2,946 shares (2018)	(18,601)		(15,572)
Accumulated deficit	(787,868)		(722,701)
Accumulated other comprehensive loss	(46,100)		(38,978)
Total 3D Systems Corporation stockholders' equity	514,749		578,369
Noncontrolling interests	(8,326)		(2,382)
Total stockholders’ equity	506,423		575,987
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$	822,763	$	825,832


	Nine Months Ended
	Common Stock
(in thousands, except par value)	Par Value $0.001		Additional Paid In Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total 3D Systems Corporation Stockholders' Equity		Equity Attributable to Noncontrolling Interests		Total Stockholders' Equity
December 31, 2018	$	117	$	1,355,503	$	(15,572)	$	(722,701)	$	(38,978)	$	578,369	$	(2,382)	$	575,987
Issuance (repurchase) of stock	3		—		(3,029)		—		—		(3,026)		—		(3,026)
Acquisition of non-controlling interest	—		(7,526)		—		—		256		(7,270)		(6,072)		(13,342)
Stock-based compensation expense	—		19,221		—		—		—		19,221		—		19,221
Net income (loss)	—		—		—		(65,167)		—		(65,167)		195		(64,972)
Pension adjustment	—		—		—		—		207		207		—		207
Derivative financial instrument loss	—		—		—		—		(798)		(798)		—		(798)
Foreign currency translation adjustment	—		—		—		—		(6,787)		(6,787)		(67)		(6,854)
September 30, 2019	$	120	$	1,367,198	$	(18,601)	$	(787,868)	$	(46,100)	$	514,749	$	(8,326)	$	506,423

December 31, 2017	$	115	$	1,326,250	$	(8,203)	$	(677,772)	$	(21,536)	$	618,854	$	(2,906)	$	615,948
Issuance (repurchase) of stock	2		—		(5,723)		—		—		(5,721)		—		(5,721)
Cumulative impact of change in accounting policy	—		—		—		576		—		576		—		576
Stock-based compensation expense	—		21,082		—		—		—		21,082		—		21,082
Net income (loss)	—		—		—		(41,369)		—		(41,369)		246		(41,123)
Pension adjustment	—		—		—		—		204		204		—		204
Foreign currency translation adjustment	—		—		—		—		(13,090)		(13,090)		319		(12,771)
September 30, 2018	$	117	$	1,347,332	$	(13,926)	$	(718,565)	$	(34,422)	$	580,536	$	(2,341)	$	578,195


	Nine Months Ended September 30, 2018
	Intercompany Sales to
(in thousands)	Americas		EMEA		Asia Pacific		Total
Americas	$	1,521	$	45,764	$	17,303	$	64,588
EMEA	51,471		18,691		4,687		74,849
Asia Pacific	3,779		16		2,696		6,491
Total intercompany sales	$	56,771	$	64,471	$	24,686	$	145,928


(in thousands)	Foreign currency translation adjustment		Defined benefit pension plan		Derivative financial instruments		Liquidation of non-US entity and purchase of non-controlling interests		Total
Balance at December 31, 2018	$	(36,669)	$	(2,647)	$	—	$	338	$	(38,978)
Other comprehensive income (loss)	(6,787)		207		(798)		256		(7,122)
Balance at September 30, 2019	$	(43,456)	$	(2,440)	$	(798)	$	594	$	(46,100)