SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 26, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-22250 3D SYSTEMS CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 95-4431352 (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) (Identification No.) 26081 AVENUE HALL, VALENCIA, CALIFORNIA 91355 (Address of Principal Executive Offices) (Zip Code) (805) 295-5600 (Registrant's Telephone Number, Including Area Code) 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 report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----------- Shares of Common Stock, par value $0.001, outstanding as of October 31, 1997: 11,433,786 shares Page 1 of 17 3D SYSTEMS CORPORATION TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Number ------ ITEM 1. Financial Statements Consolidated Balance Sheets, December 31, 1996 and September 26, 1997. . . . . . . . . . . 3 Consolidated Statements of Operations For the Three and Nine Month Periods Ended September 27, 1996 and September 26, 1997 . . . . . . . . . . 4 Consolidated Statements of Cash Flows for the Three and Nine Month Periods Ended September 27, 1996 and September 26, 1997 . . . . . . . . . . 5 Notes to Consolidated Financial Statements. . . . . . . . . . 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . 9 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 16 Page 2 of 17 3D SYSTEMS CORPORATION Consolidated Balance Sheets (Unaudited) December 31, 1996 September 26, 1997 ----------------- ------------------ ASSETS Current assets: Cash and cash equivalents $ 24,356,441 $ 12,152,612 Restricted cash 722,000 625,000 Short-term investments 3,759,492 1,997,422 Accounts receivable, less allowances for doubtful accounts $406,178 (1996) and $282,835 (1997) 19,601,383 24,179,010 Current portion of lease receivables 987,362 1,131,797 Inventories 12,309,588 14,660,774 Deferred tax assets 2,958,227 3,401,670 Prepaid expenses and other current assets 2,332,337 3,131,339 ------------ ------------ Total current assets 67,026,830 61,279,624 Property and equipment, net 14,452,504 17,782,283 Licenses and patent costs, net 3,660,568 5,212,879 Deferred tax assets 1,821,000 1,821,000 Lease receivables, less current portion and allowance for doubtful accounts of $150,000 (1997) 3,773,573 3,499,916 Other assets 1,504,382 2,300,286 ------------ ------------ $ 92,238,857 $ 91,895,988 ------------ ------------ ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,805,930 $ 4,542,068 Accrued liabilities 6,890,343 8,350,143 Current portion of long-term debt 100,000 95,000 Customer deposits 894,111 563,321 Deferred revenues 5,572,892 6,139,515 ------------ ------------ Total current liabilities 17,263,276 19,690,047 Other liabilities 1,472,991 1,425,988 Long-term debt, less current portion 4,800,000 4,705,000 ------------ ------------ 23,536,267 25,821,035 ------------ ------------ Stockholders' equity: Preferred stock, $.001 par value. Authorized 5,000,000 shares; none issued Common stock, $.001 par value. Authorized 25,000,000 shares; issued and outstanding 11,358,892 (1996) and issued 11,415,022 (1997) 11,359 11,415 Capital in excess of par value 72,527,768 73,508,998 Retained earnings (deficit) (4,308,471) (6,335,365) Cumulative translation adjustment 471,934 (945,157) Treasury stock, at cost, 25,000 shares --- (164,938) ------------ ------------ Total stockholders' equity 68,702,590 66,074,953 ------------ ------------ $ 92,238,857 $ 91,895,988 ------------ ------------ ------------ ------------ See accompanying notes to consolidated financial statements. Page 3 of 17 3D SYSTEMS CORPORATION Consolidated Statements of Operations (Unaudited) Three Month Periods Ended Nine Month Periods Ended -------------------------------------- -------------------------------------- September 27, 1996 September 26, 1997 September 27, 1996 September 26, 1997 ------------------ ------------------ ------------------ ------------------ Sales: Products $ 12,594,576 $ 14,615,138 $ 38,194,461 $ 42,324,460 Services 7,195,039 7,678,718 19,317,066 23,231,653 ------------ ------------ ------------ ------------ Total sales 19,789,615 22,293,856 57,511,527 65,556,113 ------------ ------------ ------------ ------------ Cost of sales: Products 5,888,696 8,637,195 17,472,167 23,636,439 Services 4,403,358 5,231,937 12,071,149 16,370,620 ------------ ------------ ------------ ------------ Total cost of sales 10,292,054 13,869,132 29,543,316 40,007,059 ------------ ------------ ------------ ------------ Gross profit 9,497,561 8,424,724 27,968,211 25,549,054 ------------ ------------ ------------ ------------ Operating expenses: Selling, general and administrative 6,077,601 7,320,339 18,505,355 20,881,633 Research and development 2,220,936 4,658,723 5,872,443 8,600,450 ------------ ------------ ------------ ------------ Total operating expenses 8,298,537 11,979,062 24,377,798 29,482,083 ------------ ------------ ------------ ------------ Income (loss) from operations 1,199,024 (3,554,338) 3,590,413 (3,933,029) Interest income 361,794 308,663 1,194,088 994,333 Interest expense (34,753) (101,123) (46,251) (228,326) ------------ ------------ ------------ ------------ Income (loss) before provision for income taxes 1,526,065 (3,346,798) 4,738,250 (3,167,022) Provision for income taxes (benefit) 510,661 (1,212,039) 1,800,535 (1,140,128) ------------ ------------ ------------ ------------ Net income (loss) $ 1,015,404 $ (2,134,759) $ 2,937,715 $ (2,026,894) ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net income (loss) per share $ 0.09 $ (0.19) $ 0.25 $ (0.18) ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Weighted average number of common and common equivalent shares outstanding during the period 11,696,778 11,410,734 11,762,742 11,382,533 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ See accompanying notes to consolidated financial statements. Page 4 of 17 3D SYSTEMS CORPORATION Consolidated Statements of Cash Flows For the Nine Month Periods Ended September 27, 1996 and September 26, 1997 Unaudited 1996 1997 ------------ ------------ Cash flows from operating activities: Net income (loss) $ 2,937,715 $ (2,026,894) Adjustments to reconcile net income (loss) to net cash used for operating activities: Deferred income taxes 1,590,000 442,725 Depreciation of property and equipment 1,725,277 2,827,025 Amortization of licenses and patent costs 428,101 491,461 Amortization of software development costs 366,752 373,312 Changes in operating assets and liabilities: Accounts receivables (3,721,706) (5,406,498) Lease receivables (1,727,588) 129,222 Inventories (5,154,647) (2,488,518) Prepaid expenses and other current assets (254,286) (846,881) Other assets (863,989) (1,205,370) Accounts payable (2,141,105) 870,342 Accrued liabilities 224,353 1,667,405 Customer deposits 6,251 (330,790) Deferred revenues 907,513 680,410 Other liabilities (47,565) (5,318) ------------ ------------ Net cash used for operating activities (5,724,924) (4,828,367) ------------ ------------ Cash flows from investing activities: Purchase of property and equipment (8,882,502) (7,408,205) Disposition of property and equipment 1,198,316 1,464,585 Increase in licenses and patent costs (476,907) (2,028,695) Proceeds of short term investments --- 3,759,492 Purchase of short term investments --- (1,997,422) ------------ ------------ Net cash used for investing activities (8,161,093) (6,210,245) ------------ ------------ Cash flows from financing activities: Exercise of stock options and warrants 371,486 251,445 Proceeds from long-term debt 4,900,000 --- Payment of long term debt --- (100,000) Purchase of treasury shares --- (164,938) ------------ ------------ Net cash provided by (used for) financing activities 5,271,486 (13,493) Effect of exchange rate changes on cash 101,163 (1,151,724) ------------ ------------ Net decrease in cash and cash equivalents (8,513,368) (12,203,829) Cash and cash equivalents at the beginning of the period 38,258,927 24,356,441 ------------ ------------ Cash and cash equivalents at the end of the period $ 29,745,559 $ 12,152,612 ------------ ------------ ------------ ------------ Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 37,052 $ 204,108 ------------ ------------ ------------ ------------ Income taxes $ 1,544,273 $ 229,549 ------------ ------------ ------------ ------------ See accompanying notes to consolidated financial statements. Page 5 of 17 3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements December 31, 1996 and September 26, 1997 (Unaudited) (1) Basis of Presentation. The accompanying unaudited consolidated financial statements of 3D Systems Corporation and subsidiaries ("the Company") are prepared in accordance with instructions to Form 10-Q and, in the opinion of management include all material adjustments (consisting only of normal recurring accruals) which are necessary for the fair presentation of results for the interim periods. The Company reports its interim financial information on a 13 week basis ending the last Friday of each quarter, and reports its annual financial information through the calendar year ended December 31. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. The results of the nine month period ended September 26, 1997 are not necessarily indicative of the results to be expected for the full year. (2) Inventories. December 31, 1996 September 26, 1997 ----------------- ------------------ Raw materials $ 4,517,981 $ 5,291,021 Work in progress 1,226,627 3,106,696 Finished goods 6,564,980 6,263,057 ----------------- ------------------ $ 12,309,588 $ 14,660,774 ----------------- ------------------ ----------------- ------------------ (3) Property and Equipment. December 31, 1996 September 26, 1997 ----------------- ------------------ Land and building $ 4,613,051 $ 4,613,051 Machinery and equipment 12,477,147 15,657,825 Office furniture and equipment 2,302,613 2,616,042 Leasehold improvements 1,809,169 2,115,139 Rental equipment 676,669 848,527 Construction in progress 461,010 1,315,977 ----------------- ------------------ 22,339,659 27,166,561 Less accumulated depreciation and amortization (7,887,155) (9,384,278) ----------------- ------------------ $ 14,452,504 $ 17,782,283 ----------------- ------------------ ----------------- ------------------ Page 6 of 17 3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements (Continued) December 31, 1996 and September 26, 1997 (Unaudited) (4) Statement of Financial Accounting Standards Not Yet Adopted. (a) In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings per Share". This statement requires dual presentation of newly defined basic and diluted earnings per share ("EPS") on the face of the income statement for all entities with complex capital structures. The accounting standard is effective for both interim and annual periods ending after December 15, 1997 and requires restatement of all prior period EPS data presented. Earlier application is not permitted. However, disclosure of proforma EPS amounts computed using SFAS No. 128 in the notes to the financial statements is permitted in the periods prior to required adoption. Accordingly the pro forma EPS data for the three and nine month periods ended September 27, 1996 and September 26, 1997 are as follows (shares in thousands): Three Month Periods Ended September 27, 1996 September 26, 1997 ------------------ ------------------ Shares EPS Shares EPS ------------------ ------------------ Basic EPS 11,336 $ .09 11,411 $ (.19) Diluted EPS 11,697 .09 11,411 (.19) Nine Month Periods Ended September 27, 1996 September 26, 1997 ------------------ ------------------ Shares EPS Shares EPS ------------------ ------------------ Basic EPS 11,314 $ .26 11,383 $ (.18) Diluted EPS 11,763 .25 11,383 (.18) (b) On June 30, 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. SFAS 130 is effective for fiscal years beginning after December 15, 1997 and requires restatement of earlier periods presented. Management is currently evaluating the requirements of SFAS 130. Page 7 of 17 3D SYSTEMS CORPORATION Notes to Consolidated Financial Statements (Continued) December 31, 1996 and September 26, 1997 (Unaudited) (c) On June 30, 1997, the Financial Accounting Standards Board issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." This statement establishes standards for the way that a public enterprise reports information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. SFAS 131 is effective for fiscal years beginning after December 15, 1997 and requires restatement of earlier periods presented. Management is currently evaluating the requirements of SFAS 131. (5) EOS Acquisition. On September 22, 1997, the Company completed the acquisition of the rapid prototyping "Stereos" product line assets and business from EOS GmbH of Germany, formerly 3D's major European competitor. The acquisition is expected to enhance the Company's competitive global market position, particularly in Europe. Under the terms of the agreement, 3D is obligated to pay $3.25 million dollars, subject to certain adjustments based on final determination of the value of the assets acquired, issue a warrant to buy 150,000 of 3D's common shares at $8.00 per share exercisable within the three year period following the closing (valued at $727,000), and granted EOS exclusive licenses to 3D patents related to laser sintering. Additionally, the Company agreed to settle all pending patent infringement and unfair competition lawsuits brought against EOS and an EOS customer. In accordance with the purchase method of accounting, the purchase price has been allocated to the underlying assets and liabilities based on their respective fair values at the date of acquisition. Such allocation has been based on preliminary estimates which may be revised at a later date. The total purchase price, including transaction costs, was allocated to goodwill and other intangibles of $1.2 million, working capital and fixed assets of $.5 million and in process research and development of $2.1 million. The in process research and development was expensed in the quarter ended September 26, 1997 as a nonrecurring cost after determining that it had not reached technological feasibility and for which there is no alternative future use. Page 8 of 17 3D SYSTEMS CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion contains trend analysis and other forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended and Section 21A of the Securities Act of 1933, as amended. Actual results could differ from those projected in the forward looking statements as a result of the cautionary statements and risk factors set forth below and in Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996. RESULTS OF OPERATIONS The Company's revenues are generated by product and service sales. Product sales are comprised of the sale of Stereolithography Apparatus ("SLA") systems and related equipment, Actua 2100's, resins, software, and other component parts, as well as rentals of SLA systems. Service sales include revenues from maintenance, services provided by the Company's Tooling Centers, and customer training. The following table sets forth certain operating amounts and ratios as a percentage of total sales except as otherwise indicated: Three Month Periods Ended Nine Month Periods Ended -------------------------------------- -------------------------------------- September 27, 1996 September 26, 1997 September 27, 1996 September 26, 1997 ------------------ ------------------ ------------------ ------------------ (in thousands) Sales: Products $ 12,595 $ 14,615 $ 38,195 $ 42,324 Services 7,195 7,679 19,317 23,232 --------------- --------------- --------------- --------------- Total sales 19,790 22,294 57,512 65,556 --------------- --------------- --------------- --------------- Cost of sales: Products 5,889 8,637 17,473 23,636 Services 4,403 5,232 12,071 16,371 --------------- --------------- --------------- --------------- Total cost of sales 10,292 13,869 29,544 40,007 --------------- --------------- --------------- --------------- Total gross profit 9,498 8,425 27,968 25,549 % of total sales 48.0% 37.8% 48.6% 39.0% Gross profit - products 6,706 5,978 20,722 18,688 % of total product sales 53.2% 40.9% 54.3% 44.2% Gross profit - services 2,792 2,447 7,246 6,861 % of total service sales 38.8% 31.9% 37.5% 29.5% Selling, general and administrative expenses 6,078 7,320 18,505 20,882 % of total sales 30.7% 32.8% 32.2% 31.9% Research and development expenses 2,221 4,659 5,873 8,600 % of total sales 11.2% 20.9% 10.2% 13.1% --------------- --------------- --------------- --------------- Income (loss) from operations 1,199 (3,554) 3,590 (3,933) % of total sales 6.1% (15.9%) 6.2% (6.0%) Interest income, net 327 207 1,148 766 % of total sales 1.6% 0.9% 2.0% 1.2% Provision for income taxes (benefit) 511 (1,212) 1,800 (1,140) % of total sales 2.6% (5.4%) 3.1% (1.7%) --------------- --------------- --------------- --------------- Net income (loss) 1,015 (2,135) 2,938 (2,027) % of total sales 5.1% (9.6%) 5.1% (3.1%) --------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- Page 9 of 17 3D SYSTEMS CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) The following table sets forth for the periods indicated total revenues attributable to each of the Company's major products and services groups, and those revenues as a percentage of total sales: Three Month Periods Ended Nine Month Periods Ended -------------------------------------- -------------------------------------- September 27, 1996 September 26, 1997 September 27, 1996 September 26, 1997 ------------------ ------------------ ------------------ ------------------ (in thousands) Products: SLA and Actua systems, and related equipment $ 9,355 $ 9,770 $ 27,275 $ 29,282 Resins 2,503 3,829 7,581 9,761 Software, other components parts and rentals 737 1,016 3,339 3,281 --------------- --------------- --------------- --------------- Total products 12,595 14,615 38,195 42,324 --------------- --------------- --------------- --------------- Services: Maintenance 5,808 6,207 15,482 18,720 Tooling Centers 1,107 1,092 3,167 3,556 Training 280 380 668 956 --------------- --------------- --------------- --------------- Total services 7,195 7,679 19,317 23,232 --------------- --------------- --------------- --------------- Total sales $ 19,790 $ 22,294 $ 57,512 $ 65,556 --------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- Products: SLA and Actua systems, and related equipment 47.3% 43.8% 47.4% 44.7% Resins 12.6 17.2 13.2 14.9 Software, other components parts and rentals 3.7 4.6 5.8 5.0 --------------- --------------- --------------- --------------- Total products 63.6 65.6 66.4 64.6 --------------- --------------- --------------- --------------- Services: Maintenance 29.4 27.8 26.9 28.5 Tooling Centers 5.6 4.9 5.5 5.4 Training 1.4 1.7 1.2 1.5 --------------- --------------- --------------- --------------- Total services 36.4 34.4 33.6 35.4 --------------- --------------- --------------- --------------- Total sales 100.0% 100.0% 100.0% 100.0% --------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- Page 10 of 17 3D SYSTEMS CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) THREE MONTH PERIOD ENDED SEPTEMBER 26, 1997 COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 27, 1996. SALES. Sales during the three month period ended September 26, 1997 (the "third quarter of 1997") were $22.3 million, an increase of 13% over the $19.8 million recorded during the three month period ended September 27, 1996 (the "third quarter of 1996"). Product sales during the third quarter of 1997 ($14.6 million) increased $2.0 million, compared to $12.6 million in the third quarter of 1996. The Company sold a total of 42 SLA systems in the third quarter of 1997. During the third quarter of 1996, the Company sold 34 SLAs. In addition, during the third quarter of 1997, the Company sold a total of 14 Actua 2100's, the Company's low-priced office modeler (which uses a different technology than stereolithography), designed for operation in engineering and design offices. Orders for the Company's SLA systems increased substantially in the third quarter of 1997 as compared to the third quarter of 1996; however, total SLA backlog at the end of the third quarter of 1997 was substantially lower than the backlog at the end of the third quarter of 1996. The Company believes that the increase in orders in the third quarter of 1997 (when compared to the third quarter of 1996) was due primarily to the increased sales and marketing efforts in Europe and Asia Pacific along with increased productivity from our direct U.S. sales force. The Company believes that SLA system sales may fluctuate on a quarterly basis as a result of a number of factors, including the status of world economic conditions, fluctuations in foreign currency exchange rates and the timing of product shipments (the current U.S. list price of an SLA-5000, for example, is $490,000; thus the acceleration or delay of a small number of shipments from one quarter to another can significantly affect the results of operations for the quarters involved). Service sales during the third quarter of 1997 increased $.5 million or 7% compared to the third quarter of 1996, primarily as a result of increased maintenance revenues due to the larger installed base of SLA systems in the U.S. and Europe. COST OF SALES. Cost of sales increased to $13.9 million or 62% of sales in the third quarter of 1997 from $10.3 million or 52% of sales in the third quarter of 1996. Product cost of sales as a percentage of product sales increased to 59 % during the third quarter of 1997 compared to 47% during the third quarter of 1996. The increase in 1997 was primarily the result of greater discounting of European SLA system sales in 1997 due to competition; sales of the lower margin SLA 250/30A and Actua 2100 office modeler; greater domestic discounting due to competitive pricing pressures; price reductions to the SLA-250 Series 40 and Series 50 effected by the Company in January 1997; increased manufacturing overhead as a result of the transition of the Company's manufacturing activities from Valencia, California to a new and larger manufacturing facility in Grand Junction, Colorado; inventory adjustments primarily associated with the transition to our new generation of products announced earlier in the quarter; and the stronger U.S. dollar in the third quarter of 1997, as compared to the third quarter of 1996. These factors were partially offset by substantially reduced commission payments to agents as a result of the termination of domestic sales agents that occurred during the third quarter of 1996. The Company's gross profit margins on product sales are affected by several factors including, among others, sales mix, distribution channels and fluctuations in foreign currency exchange rates Page 11 of 17 3D SYSTEMS CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) and, therefore, may vary in future periods from those experienced during the third quarter of 1997. Additionally, the Company anticipates that the gross margins related to the Actua 2100 system will be lower than margins on its SLA systems and, if revenues from the sales of Actua 2100 represent a material portion of the Company's product sales, gross margins from product sales would be reduced. Service cost of sales as a percentage of service sales increased to 68% during the third quarter of 1997 compared to 61% during the third quarter of 1996, primarily as a result of increased parts costs under the Company's field maintenance contracts, lower revenue in the Tooling Centers and the effect of certain inefficiencies attributable to the Company's Keltool operations which were acquired in September 1996. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("S,G&A") expenses increased approximately $1,242,000 or 20% in the third quarter of 1997 compared to the third quarter of 1996, primarily as a result of approximately $500,000 of non-recurring expense for severance benefits related to a restructuring plan designed to reduce costs and improve operating results and to the expanded sales and marketing programs in both Europe and the U.S. The Company currently anticipates that if its revenues continue to grow, S,G&A expenses as a percentage of total sales in future quarters should begin to decline, primarily as a result of economies of scale. However, this is a forward looking statement and, as with other such statements, is subject to uncertainties. For example, if sales do not continue to grow over the period, it is less likely that S,G&A expenses as a percentage of total sales would decline. RESEARCH AND DEVELOPMENT EXPENSES. Research and development ("R&D") expenses during the third quarter of 1997 increased approximately $2,438,000 or 110% compared to the third quarter of 1996. The increase in R&D expenses in 1997 was primarily the result of the write-off during the third quarter of 1997 of acquired in-process technology valued at $2,100,000 in connection with the EOS acquisition (see note 5 of Notes to Consolidated Financial Statements) as well as increased personnel costs and experimental material related to certain development projects. Based on the Company's historical expenditures related to research and development and its current development goals, the Company anticipates for the foreseeable future, research and development expenses will be equal to approximately 8% to 10% of sales. However, this is a forward-looking statement and, as with any such statement, is subject to uncertainties. For example, if total sales of the Company for any particular period do not meet the anticipated sales of the Company for that period, research and development expenses as a percentage of sales may exceed the 8% to 10% level. OPERATING INCOME(LOSS). Operating loss for the third quarter of 1997 was 15.9% of total sales compared to operating income of 6.1% of total sales in the third quarter of 1996. The decrease in the percentage of operating income to total sales in 1997 was primarily attributable to the increases in cost of sales (both products and services) in 1997 and the non-recurring expenses relating to acquired in-process technology and severance benefits, described above. OTHER INCOME AND EXPENSES. Interest income decreased to $308,663 during the third quarter of 1997 from $361,794 during the third quarter of 1996, primarily as a result of the lower investment balances due to cash used for operating activities and investment activities since the third quarter of 1996 partially offset by interest income from lease receivables. Interest expense increased to $101,123 during the third quarter of 1997 from $34,753 in the third quarter of 1996 primarily as a result of the Company's financing of its Colorado facility which was effected in August 1996. PROVISION FOR INCOME TAXES(BENEFIT). For the third quarter of 1997, the Company's tax benefit was ($1,212,039) or 36% of pre-tax loss compared to tax expense of $510,661 or 33% of pre-tax income for the third quarter of 1996. The Company's anticipated tax rate for the remainder of 1997 is expected to approximate 40%. Page 12 of 17 3D SYSTEMS CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) NINE MONTH PERIOD ENDED SEPTEMBER 26, 1997 COMPARED TO THE NINE MONTH PERIOD ENDED SEPTEMBER 27, 1996. SALES. Sales during the nine month period ended September 26, 1997 (the "first nine months of 1997") were $65.6 million, an increase of 14% over the $57.5 million recorded during the nine month period ended September 27, 1996 (the "first nine months of 1996"). Product sales during the first nine months of 1997 ($42.3 million) increased $4.1 million or 11%, compared to $38.2 million in the first nine months of 1996. The Company sold a total of 116 SLA systems and a total of 73 Actua 2100's in the first nine months of 1997. During the first nine months of 1996, the Company sold 107 SLAs. Orders for the Company's SLA systems in the first nine months of 1997 (compared to the first nine months of 1996) increased in both Europe and the Asia-Pacific markets but declined in the U.S. market. The Company believes that the decline in U.S. orders in the first nine months of 1997 (when compared to the first nine months of 1996) was due primarily to the inefficiencies caused by the recent changes in the domestic sales organization from a strategy of utilizing independent sales representatives (primarily in the machine tool industry) to a direct sales force. Between September 1, 1996, and December 31, 1996, the Company completed the hiring of additional sales personnel. Because of the long cycle for SLA systems sales, the Company believed that the additions to its internal sales organization did not have a significant impact on domestic orders until the third quarter of 1997. Service sales during the first nine months of 1997 increased $3.9 million or 20% compared to the first nine months of 1996, primarily as a result of increased maintenance revenues due to the larger installed base of SLA systems in the U.S. and Europe. COST OF SALES. Cost of sales increased to $40.0 million or 61% of sales in the first nine months of 1997 from $29.5 million or 51% of sales in the first nine months of 1996. Product cost of sales as a percentage of product sales increased to 56 % during the first nine months of 1997 compared to 46% during the first nine months of 1996. The increase in 1997 was primarily the result of greater discounting of European SLA system sales in 1997 due to competition; sales of the lower margin SLA 250/30A and Actua 2100 office modeler; greater domestic discounting due to competitive pricing pressures; price reductions to the SLA-250 Series 40 and Series 50 effected by the Company in January 1997; increased manufacturing overhead as a result of the transition of the Company's manufacturing activities from Valencia, California, to a new and larger manufacturing facility in Grand Junction, Colorado; inventory adjustments primarily associated with the transition to our new generation of products announced earlier in the quarter; and the stronger U.S. dollar in the first nine months of 1997, as compared to the first nine months of 1996. These factors were partially offset by substantially reduced commission payments to agents as a result of the termination of domestic sales agents described above. Service cost of sales as a percentage of service sales increased to 70% during the first nine months of 1997 compared to 62% during the first nine months of 1996, primarily as a result of certain hardware upgrades afforded SLA-500 customers with software maintenance contracts due to the Company's new NT version system software, increased parts costs under the Company's field maintenance contracts, lower revenue in the Tooling Centers and the effect of certain inefficiencies attributable to the Company's Keltool operations which were acquired in September 1996. Page 13 of 17 3D SYSTEMS CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("S,G&A") expenses increased approximately $2,376,000 or 13% in the first nine months of 1997 compared to the first nine months of 1996, primarily as a result of approximately $1,000,000 of non-recurring expense for severance benefits related to restructuring plans designed to reduce costs and improve operating results and to the expanded sales and marketing programs in Europe and the U.S. RESEARCH AND DEVELOPMENT EXPENSES. Research and development ("R&D") expenses during the first nine months of 1997 increased approximately $2,728,000 or 46% compared to the first nine months of 1996. The increase in R&D expenses in 1997 was primarily the result of the write-off during the third quarter of 1997 of acquired in-process technology valued at $2,100,000 in connection with the EOS acquisition (see note 5 of Notes to Consolidated Financial Statements) and increased personnel costs and experimental material related to certain development projects. OPERATING INCOME (LOSS). Operating loss for the first nine months of 1997 was 6.0% of total sales compared to operating income of 6.2% of total sales in the first nine months of 1996. The decrease in the percentage of operating income to total sales in 1997 was primarily attributable to the increases in cost of sales (both products and services) in 1997 , the increase in S,G&A expenses and the increased R&D expenses described above. OTHER INCOME AND EXPENSES. Interest income decreased to $994,333 during the first nine months of 1997 from $1,194,088 during the first nine months of 1996, primarily as a result of the lower investment balances due to cash used for operating activities and investment activities since the third quarter of 1996 partially offset by interest income from lease receivables. Interest expense increased to $228,326 during the first nine months of 1997 from $46,251 in the first nine months of 1996 primarily as a result of the Company's financing of its Colorado facility which was effected in August 1996. PROVISION FOR INCOME TAXES(BENEFIT). For the first nine months of 1997, the Company's tax benefit was $1,140,128 or 36% of pre-tax income compared to tax expense of $1,800,535 or 38% of pre-tax income for the first nine months of 1996. The Company's anticipated tax rate for the remainder of 1997 is expected to approximate 40%. Page 14 of 17 3D SYSTEMS CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) LIQUIDITY AND CAPITAL RESOURCES December 31,1996 September 26, 1997 ---------------- ------------------ Cash and cash equivalents (1) $ 25,078,441 $ 12,777,612 Short-term investments 3,759,492 1,997,422 Working capital (1) 49,763,554 41,589,577 Nine Month Periods Ended ------------------------------------------- September 27, 1996 September 26, 1997 ------------------ ------------------ Cash used for operating activities $ (5,724,924) $ (4,828,367) Cash used for investing activities (8,161,093) (6,210,245) Cash provided by (used for) financing activities 5,271,486 (13,493) - -------------------------- (1) Includes $722,000 and $625,000 of restricted cash at December 31, 1996 and September 26, 1997, respectively. Net cash used for operating activities during the first nine months of 1997 was $4.8 million. The negative cash flow from operations during the first nine months of 1997, comprised primarily of increases in accounts receivable ($5.4 million), inventory ($2.5 million) as a result of an increase in SLA finished goods and raw materials (both Actua 2100 and SLA) and other assets ($1.2 million) mainly as a result of the EOS acquisition all of which were partially offset by non cash depreciation and amortization ($3.7 million), an increase in accrued liabilities ($1.7 million) and accounts payable ($.9 million). Net cash used for investing activities during the first nine months of 1997 totaled $6.2 million and was primarily the result of expenditures related to SLA equipment manufactured for use as demonstration equipment ($3.7 million), the purchase of computers and manufacturing equipment ($1.9 million) due to an increase in personnel and increased production capacity and the increase in licenses and patent costs ($2.0 million) which was substantially offset by the net of the liquidation and purchase of short-term investments ($1.8 million). Net cash used for financing activities during the first nine months of 1997 was primarily the result of the Company's purchase of treasury stock and the repayment of a portion of the principal related to the $4.9 million tax-exempt industrial revenue development bond financing effected in August 1996 in conjunction with the transition of the Company's manufacturing activities from Valencia, California to Grand Junction, Colorado offset by the exercise of stock options. The Company believes that funds generated from operations, existing working capital and its current line of credit will be sufficient to satisfy its anticipated operating requirements for at least the next twelve months. Page 15 of 17 3D SYSTEMS CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits 11. Computation of per share earnings. 27. Financial data schedule. (b) Reports on Form 8-K Current report on Form 8-K dated July 24, 1997 containing item 5 disclosure. Current report on Form 8-K dated September 22, 1997 containing item 5 disclosure. Page 16 of 17 SIGNATURES 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. /s/ Edward C. Ferrier 11/10/97 - ---------------------------------------- ------------- Edward C. Ferrier Date Corporate Controller and Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Page 17 of 17