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EX-32.2 - EXHIBIT 32.2 - 3D SYSTEMS CORPddd20180630ex322.htm
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EX-31.2 - EXHIBIT 31.2 - 3D SYSTEMS CORPddd20180630ex312.htm
EX-31.1 - EXHIBIT 31.1 - 3D SYSTEMS CORPddd20180630ex311.htm


UNITED STATES
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 June 30, 2018
OR
¨
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
__________________________

logo-3d.jpg

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)
(Zip Code)

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

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x 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
x
 
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 7(a)(2)(B) 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 x

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 August 1, 2018: 114,030,283

1



3D SYSTEMS CORPORATION
Form 10-Q
For the Quarter and Six Months Ended June 30, 2018

TABLE OF CONTENTS



2



PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
June 30,
2018
(unaudited)
 
December 31,
2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
119,313

 
$
136,344

Accounts receivable, net of reserves — $10,049 (2018) and $10,258 (2017)
130,870

 
129,879

Inventories
114,493

 
103,903

Insurance proceeds receivable
50,000

 
50,000

Prepaid expenses and other current assets
25,428

 
18,296

Total current assets
440,104

 
438,422

Property and equipment, net
104,679

 
97,521

Intangible assets, net
82,141

 
98,783

Goodwill
224,955

 
230,882

Deferred income tax asset
7,216

 
4,020

Other assets, net
26,217

 
27,136

Total assets
$
885,312

 
$
896,764

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of capitalized lease obligations
$
646

 
$
644

Accounts payable
58,019

 
55,607

Accrued and other liabilities
72,400

 
65,899

Accrued litigation settlement
50,000

 
50,000

Customer deposits
5,903

 
5,765

Deferred revenue
38,617

 
29,214

Total current liabilities
225,585

 
207,129

Long term portion of capitalized lease obligations
6,732

 
7,078

Deferred income tax liability
9,892

 
8,983

Other liabilities
46,398

 
48,754

Total liabilities
288,607

 
271,944

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 117,249 (2018) and 117,025 (2017)
116

 
115

Additional paid-in capital
1,339,984

 
1,326,250

Treasury stock, at cost — 2,503 shares (2018) and 2,219 shares (2017)
(10,007
)
 
(8,203
)
Accumulated deficit
(707,015
)
 
(677,772
)
Accumulated other comprehensive loss
(32,878
)
 
(21,536
)
Total 3D Systems Corporation stockholders' equity
590,200

 
618,854

Noncontrolling interests
(2,367
)
 
(2,906
)
Total stockholders’ equity
587,833

 
615,948

Total liabilities, redeemable noncontrolling interests and stockholders’ equity
$
885,312

 
$
896,764


See accompanying notes to condensed consolidated financial statements.

3



3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Quarter Ended June 30,
 
Six Months Ended June 30,
(in thousands, except per share amounts)
2018
 
2017
 
2018
 
2017
Revenue:
 
 
 
 
 
 
 
Products
$
110,785

 
$
97,579

 
$
216,231

 
$
195,518

Services
65,783

 
61,888

 
126,206

 
120,380

Total revenue
176,568

 
159,467

 
342,437

 
315,898

Cost of sales:
 
 
 
 
 
 
 
Products
57,500

 
49,840

 
113,618

 
97,948

Services
32,906

 
28,954

 
64,788

 
57,091

Total cost of sales
90,406

 
78,794

 
178,406

 
155,039

Gross profit
86,162

 
80,673

 
164,031

 
160,859

Operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
71,172

 
63,088

 
140,625

 
129,493

Research and development
22,712

 
24,449

 
48,594

 
47,301

Total operating expenses
93,884

 
87,537

 
189,219

 
176,794

Loss from operations
(7,722
)
 
(6,864
)
 
(25,188
)
 
(15,935
)
Interest and other (expense) income, net
1,661

 
933

 
108

 
1,134

Loss before income taxes
(6,061
)
 
(5,931
)
 
(25,080
)
 
(14,801
)
Provision for income taxes
2,539

 
2,067

 
4,493

 
3,108

Net loss
(8,600
)
 
(7,998
)
 
(29,573
)
 
(17,909
)
Less: net income attributable to noncontrolling interests
262

 
418

 
246

 
478

Net loss attributable to 3D Systems Corporation
$
(8,862
)
 
$
(8,416
)
 
$
(29,819
)
 
$
(18,387
)
 
 
 
 
 
 
 
 
Net loss per share available to 3D Systems Corporation common stockholders - basic and diluted
$
(0.08
)
 
$
(0.08
)
 
$
(0.27
)
 
$
(0.17
)

See accompanying notes to condensed consolidated financial statements.



4



3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
 
Quarter Ended June 30,
 
Six Months Ended June 30,
(in thousands, except per share amounts)
2018
 
2017
 
2018
 
2017
Net loss
$
(8,600
)
 
$
(7,998
)
 
$
(29,573
)
 
$
(17,909
)
Other comprehensive income (loss), net of taxes:
 
 
 
 
 
 
 
Pension adjustments
164

 
(101
)
 
147

 
(81
)
Foreign currency translation
(18,612
)
 
12,489

 
(11,196
)
 
20,881

Total other comprehensive income (loss), net of taxes:
(18,448
)
 
12,388

 
(11,049
)
 
20,800

Total comprehensive income (loss), net of taxes
(27,048
)
 
4,390

 
(40,622
)
 
2,891

Comprehensive income attributable to noncontrolling interests
554

 
492

 
539

 
613

Comprehensive income (loss) attributable to 3D Systems Corporation
$
(27,602
)
 
$
3,898

 
$
(41,161
)
 
$
2,278


See accompanying notes to condensed consolidated financial statements.



5



3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Six Months Ended June 30,
(In thousands)
2018
 
2017
Cash flows from operating activities:
 
 
 
Net loss
$
(29,573
)
 
$
(17,909
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization
29,948

 
30,575

Stock-based compensation
13,734

 
14,450

Impairment of assets
1,411

 

Provision for bad debts
1,356

 
166

Provision for deferred income taxes
(2,287
)
 
(1,580
)
Changes in operating accounts, net of acquisitions:
 
 
 
Accounts receivable
(3,384
)
 
5,549

Inventories
(14,937
)
 
(9,766
)
Prepaid expenses and other current assets
(6,739
)
 
(2,345
)
Accounts payable
2,762

 
4,343

Accrued and other current liabilities
19,208

 
(6,727
)
All other operating activities
(2,328
)
 
1,823

Net cash provided by operating activities
9,171

 
18,579

Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(18,095
)
 
(11,243
)
Additions to license and patent costs
(523
)
 
(571
)
Cash paid for acquisitions, net of cash assumed

 
(34,291
)
Other investing activities

 
(1,650
)
Proceeds from disposition of property and equipment
9

 
271

Net cash used in investing activities
(18,609
)
 
(47,484
)
Cash flows from financing activities:
 
 
 
Payments on earnout consideration
(2,675
)
 
(3,206
)
Payments related to net-share settlement of stock-based compensation
(1,804
)
 
(1,970
)
Repayment of capital lease obligations
(344
)
 
(290
)
Net cash used in financing activities
(4,823
)
 
(5,466
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(2,502
)
 
3,602

Net decrease in cash, cash equivalents and restricted cash
(16,763
)
 
(30,769
)
Cash, cash equivalents and restricted cash at the beginning of the period (a)
136,831

 
185,248

Cash, cash equivalents and restricted cash at the end of the period (a)
$
120,068

 
$
154,479

Cash interest payments
$
236

 
$
400

Cash income tax payments, net
$
3,925

 
$
3,367

Transfer of equipment from inventory to property and equipment, net (b)
$
3,618

 
$
7,689

Transfer of equipment to inventory from property and equipment, net (c)
$
369

 
$
907

Stock issued for acquisitions
$

 
$
3,208


(a)
The amounts for cash and cash equivalents shown above include restricted cash of $755 and $488 as of June 30, 2018 and 2017, respectively, and $487 and $301 as of December 31, 2017, and 2016, 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 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.

See accompanying notes to condensed consolidated financial statements.

6



3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
 
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
Balance at December 31, 2017
$
115

 
$
1,326,250

 
$
(8,203
)
 
$
(677,772
)
 
$
(21,536
)
 
$
618,854

 
$
(2,906
)
 
$
615,948

Issuance (repurchase) of stock
1

 

 
(1,804
)
 

 

 
(1,803
)
 

 
(1,803
)
Cumulative impact of change in accounting policy

 

 

 
576

 

 
576

 

 
576

Stock-based compensation expense

 
13,734

 

 

 

 
13,734

 

 
13,734

Net loss

 

 

 
(29,819
)
 

 
(29,819
)
 
246

 
(29,573
)
Pension adjustment

 

 

 

 
147

 
147

 

 
147

Foreign currency translation adjustment

 

 

 

 
(11,489
)
 
(11,489
)
 
293

 
(11,196
)
Balance at June 30, 2018
$
116

 
$
1,339,984

 
$
(10,007
)
 
$
(707,015
)
 
$
(32,878
)
 
$
590,200

 
$
(2,367
)
 
$
587,833


 
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
Balance at December 31, 2016
$
115

 
$
1,307,428

 
$
(2,658
)
 
$
(621,787
)
 
$
(53,225
)
 
$
629,873

 
$
(3,173
)
 
$
626,700

Issuance (repurchase) of stock

 

 
(1,970
)
 

 

 
(1,970
)
 

 
(1,970
)
Issuance of stock for acquisitions

 
3,208

 

 

 

 
3,208

 

 
3,208

Cumulative impact of change in accounting policy

 
(10,206
)
 

 
10,206

 

 

 

 

Stock-based compensation expense

 
14,450

 

 

 

 
14,450

 

 
14,450

Net income (loss)

 

 

 
(18,387
)
 

 
(18,387
)
 
478

 
(17,909
)
Pension adjustment

 

 

 

 
(81
)
 
(81
)
 

 
(81
)
Foreign currency translation adjustment

 

 

 

 
20,746

 
20,746

 
135

 
20,881

Balance at June 30, 2017
$
115

 
$
1,314,880

 
$
(4,628
)
 
$
(629,968
)
 
$
(32,560
)
 
$
647,839

 
$
(2,560
)
 
$
645,279


See accompanying notes to condensed consolidated financial statements.

7



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 “Company”). 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 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 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 Annual Report on Form 10-K for the year ended December 31, 2017 (“Form 10-K”).

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 and six months ended June 30, 2018 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 in the condensed consolidated financial statements and accompanying footnotes have been reclassified to conform to current year presentation. Beginning in 2018, the Company classifies product warranty revenue and related expenses within the "Products" line items of the Consolidated Statements of Operations.

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

Recently Adopted Accounting Standards

In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), in an effort to reduce diversity and clarify what constitutes a modification, as it relates to the change in terms or conditions of a share-based payment award. According to ASU 2017-09, the Company should account for the effects of a modification unless all of the following are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified, and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in ASU 2017-09 are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2017-09 beginning January 1, 2018 and the implementation of this guidance did not have a material effect on its consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which standardizes the presentation of net benefit cost in the income statement and on the components eligible for capitalization in assets. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, including interim periods within those annual periods. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. The Company adopted ASU 2017-07 in the first quarter of 2018 and the implementation of this guidance did not have a material effect on its consolidated financial statements.

On January 1, 2018, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers.” The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. The Company adopted the standard using the modified retrospective transition method and applied its guidance to contracts not completed at the adoption date. The cumulative effect of

8



initial adoption was recorded as a $576 decrease to the January 1, 2018 opening Accumulated Deficit balance and driven primarily by the timing of recognition related to marketing incentives. The effect of this adoption was immaterial to the Consolidated Financial Statements, and the Company does not expect a material effect to its Consolidated Financial Statements on an ongoing basis. Information for comparative periods has not been restated and continues to be reported under the previously applicable revenue accounting guidance ("ASC 605"). Had ASC 605 been applied to the first six months of 2018, the Consolidated Statements of Operations and Comprehensive Loss would have shown increased Revenue and a decrease in Net Loss Attributable to 3D Systems Corporation of $99. On the Consolidated Balance Sheets, Prepaid Expenses and Other Current Assets would have been $69 higher, Other Assets would have been $457 lower, Deferred Revenues would have been $89 higher and the Accumulated deficit would have increased by $477.

Accounting Standards Issued But Not Yet Adopted

In February 2018, the FASB issued ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" (ASU 2018-02), which provides companies with an option to reclassify stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. ASU 2018-02 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently in the process of evaluating when it will adopt ASU 2018-02 and its impact on its consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”), in order to create more transparency around how economic results are presented within both the financial statements and in the footnotes and to better align the results of cash flow and fair value hedge accounting with risk management activities. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating when it will adopt ASU 2017-12 and its impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill 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 or annual impairment tests performed on testing dates after January 1, 2017. The Company is currently in the process of evaluating when it will adopt ASU 2017-04 and its impact on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for all leases with terms longer than twelve months. The ASU also requires disclosure of key information about leasing arrangements. ASU 2016-02 is effective on January 1, 2019, using a modified retrospective method of adoption as of January 1, 2017. In January 2018, the FASB issued an exposure draft of the proposed ASU, Leases (Topic 842): Targeted Improvements. The proposed ASU provides an alternative transition method of adoption, permitting the recognition of a cumulative-effect adjustment to retained earnings on the date of adoption. The Company will adopt the standard on the effective date, but has not yet selected a transition method. The Company is reviewing its population of leased assets to determine potential impacts on its consolidated financial statements. Though its evaluation is ongoing, the Company expects changes to its balance sheet due to the recognition of right-of-use assets and lease liabilities related to its real estate leases, but it does not anticipate material impacts to its results of operations or liquidity.

No other new accounting pronouncements, issued or effective during 2018, have had or are expected to have a significant impact on the Company’s consolidated financial statements.

(2) Revenue

The Company accounts for revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers,” which it adopted on January 1, 2018, using the modified-retrospective method. See Note 1 for further discussion of the adoption.


9



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 June 30, 2018, the Company had $130,966 of outstanding performance obligations. The Company expects to recognize approximately 93 percent of its remaining performance obligations as revenue within the next twelve months, an additional 3 percent by the end of 2019 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 standalone 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, as well as 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 warranty or 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.

10




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 require payment within 30 to 60 days after shipment of a product, although the Company also recognizes that longer payment periods are customary in some countries where it transacts business. To reduce credit risk in connection with printer sales, the Company may, depending upon the circumstances, require significant deposits prior to shipment and may retain a security interest in a system sold until fully paid. In some circumstances, the Company may require payment in full for its products prior to shipment and may require international customers to furnish letters of credit. 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 12 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 Consolidated Balance Sheets. Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records 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 contracts, customers are invoiced when products are shipped or when services are performed resulting in billed accounts receivables where payment is generally required within 30 to 60 days. 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 on demand manufacturing business, customers may be required to pay in full before work begins on their orders, resulting in customer deposits. The Company typically bills 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 June 30, 2018.

Through June 30, 2018, the Company recognized revenue of $20,118 related to our contract liabilities at January 1, 2018.


11



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) Inventories

Components of inventories at June 30, 2018 and December 31, 2017 are summarized as follows:
(in thousands)
2018
 
2017
Raw materials
$
42,673

 
$
37,660

Work in process
4,247

 
3,906

Finished goods and parts
67,573

 
62,337

Inventories
$
114,493

 
$
103,903


(4) Intangible Assets

Intangible assets, net, other than goodwill, at June 30, 2018 and December 31, 2017 are summarized as follows:

2018
 
2017
 
 
(in thousands)
Gross (a)
 
Accumulated Amortization
 
Net
 
Gross (a)
 
Accumulated Amortization
 
Net
 
Weighted Average Useful Life Remaining (in years)
Intangible assets with finite lives:
 
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
104,015

 
$
(62,349
)
 
$
41,666

 
$
105,505

 
$
(57,796
)
 
$
47,709

 
6
Acquired technology
48,973

 
(39,803
)
 
9,170

 
54,716

 
(39,644
)
 
15,072

 
2
Trade names
25,284

 
(16,503
)
 
8,781

 
25,813

 
(15,552
)
 
10,261

 
6
Patent costs
17,972

 
(7,825
)
 
10,147

 
17,909

 
(7,338
)
 
10,571

 
15
Trade secrets
19,331

 
(12,522
)
 
6,809

 
19,431

 
(11,530
)
 
7,901

 
4
Acquired patents
16,217

 
(12,355
)
 
3,862

 
16,661

 
(11,969
)
 
4,692

 
8
Other
19,628

 
(17,922
)
 
1,706

 
20,012

 
(17,435
)
 
2,577

 
2
Total intangible assets
$
251,420

 
$
(169,279
)
 
$
82,141

 
$
260,047

 
$
(161,264
)
 
$
98,783

 
6

(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 $7,836 and $15,903 for the quarter and six months ended June 30, 2018, respectively, compared to $8,984 and $17,816 for the quarter and six months ended June 30, 2017, respectively.


12



(5) Accrued and Other Liabilities

Accrued liabilities at June 30, 2018 and December 31, 2017 are summarized as follows:
(in thousands)
2018
 
2017
Compensation and benefits
$
23,720

 
$
20,432

Accrued taxes
17,694

 
13,861

Arbitration awards
11,282

 
11,282

Vendor accruals
7,177

 
7,044

Product warranty liability
5,736

 
5,564

Accrued earnouts related to acquisitions
2,135

 
2,772

Accrued other
1,746

 
2,485

Royalties payable
1,716

 
1,679

Accrued professional fees
1,082

 
742

Accrued interest
112

 
38

Total
$
72,400

 
$
65,899


Other liabilities at June 30, 2018 and December 31, 2017 are summarized as follows:
(in thousands)
2018
 
2017
Long term employee indemnity
$
13,694

 
$
13,887

Long term tax liability
9,349

 
9,340

Defined benefit pension obligation
8,055

 
8,290

Long term deferred revenue
7,833

 
7,298

Other long term liabilities
7,467

 
7,596

Long term earnouts related to acquisitions

 
2,343

Total
$
46,398

 
$
48,754


(6) Hedging Activities and Financial Instruments

The Company conducts 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 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 to match assets and liabilities in the same currency on its balance sheet and those of its subsidiaries in order to reduce these risks. When appropriate, the Company enters into foreign currency contracts to hedge exposures arising from those transactions. The Company has elected not to prepare and maintain the documentation to qualify for hedge accounting treatment under Accounting Standards Codification (“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 had $38,498 and $39,600 in notional foreign exchange contracts outstanding as of June 30, 2018 and December 31, 2017, respectively. The fair values of these contracts were not material.

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


13



(7) Borrowings

Credit Facility

As of June 30, 2018, the Company had a $150,000 revolving, unsecured credit facility (the “Credit Agreement”) with a syndicate of banks, to be used for general corporate purposes and working capital needs. The Credit Agreement is scheduled to expire in October 2019. The Credit Agreement includes provisions for the issuance of letters of credit and swingline loans and contains certain restrictive covenants, which include the maintenance of a maximum consolidated total leverage ratio. The Company was in compliance with those covenants at June 30, 2018 and December 31, 2017. There were no outstanding borrowings as of June 30, 2018.

Capitalized Lease Obligations

The Company’s capitalized lease obligations primarily include a lease agreement that was entered into during 2006 with respect to the Company’s corporate headquarters located in Rock Hill, SC. The change in capitalized lease obligations, as presented in the Condensed Consolidated Balance Sheets, was due to the normal scheduled timing of payments.

(8) Pension Benefits

The components of the Company’s pension cost recognized in the condensed consolidated statements of operations and comprehensive loss for the quarter and six months ended June 30, 2018 and 2017 were as follows:

Quarter Ended June 30,
 
Six Months Ended June 30,
(in thousands)
2018
 
2017
 
2018
 
2017
Service cost
$
50

 
$
70

 
$
102

 
$
137

Interest cost
70

 
68

 
143

 
133

Amortization of actuarial loss
46

 
60

 
92

 
118

Total periodic cost
$
166

 
$
198

 
$
337

 
$
388


(9) Net Loss Per Share

The Company computes 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 June 30,
 
Six Months Ended June 30,
(in thousands, except per share amounts)
2018
 
2017
 
2018
 
2017
Numerator for basic and diluted net loss per share:
 
 
 
 
 
 
 
Net loss attributable to 3D Systems Corporation
$
(8,862
)
 
$
(8,416
)
 
$
(29,819
)
 
$
(18,387
)
 
 
 
 
 
 
 
 
Denominator for basic and diluted net loss per share:
 
 
 
 
 
 
 
Weighted average shares
111,920

 
111,398

 
111,870

 
111,350

 
 
 
 
 
 
 
 
Net loss per share - basic and diluted
$
(0.08
)
 
$
(0.08
)
 
$
(0.27
)
 
$
(0.17
)

For the quarters and six months ended June 30, 2018 and 2017, 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 recognized a net loss for the period and their inclusion would be anti-dilutive. Dilutive securities excluded were 4,168 and 4,167 for the quarter and six months ended June 30, 2018, respectively, compared to 3,443 and 3,619 for the quarter and six months ended June 30, 2017, respectively.


14



(10) 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 above standard applies to cash equivalents and earnout consideration. The Company utilizes 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 June 30, 2018
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
Description
 
 
 
 
 
 
 
Cash equivalents (a)
$
7,183

 
$

 
$

 
$
7,183

Earnout consideration (b)
$

 
$

 
$
2,135

 
$
2,135


 
 
 
 
 
 
 
 
Fair Value Measurements as of December 31, 2017
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
Description
 
 
 
 
 
 
 
Cash equivalents (a)
$
20,244

 
$

 
$

 
$
20,244

Earnout consideration (b)
$

 
$

 
$
5,115

 
$
5,115


(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 fair value of the earnout consideration, which is based on the present value of the expected future payments to be made to the sellers of the acquired businesses, was derived by analyzing the future performance of the acquired businesses using the earnout formula and performance targets specified in each purchase agreement and adjusting those amounts to reflect the ability of the acquired entities to achieve the stated targets. Given the significance of the unobservable inputs, the valuations are classified in Level 3 of the fair value hierarchy. The change in earnout consideration reflects a $2,675 payment, partially offset by $188 of accretion and adjustments of $493.

The Company 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 six months ended June 30, 2018.

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 Company’s Form 10-K.


15



(11) Income Taxes

For the quarter and six months ended June 30, 2018, the Company recorded expense of $2,539 and $4,493, respectively, resulting in effective tax rates of 41.9% and 17.9%, respectively. For the quarter and six months ended June 30, 2017, the Company recorded expense of $2,067 and $3,108, respectively, resulting in effective tax rates of 34.9% and 21.0%, respectively. The difference between the statutory rate and the effective tax rate is driven from the impact of the change in valuation allowances that the Company has recorded in the US and other foreign jurisdictions for both quarters and six months ended June 30, 2018 and 2017. Additionally, for 2018, the Company settled a tax audit with the French tax authorities, which resulted in additional tax expense and also contributed to the difference between the statutory rate and the effective tax rate for the quarter and six months ended June 30, 2018.

In December 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code.  Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings, as of December 31, 2017.

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. As of December 31, 2017, the Company recorded provisional amounts, and additional work is still necessary for a more detailed analysis of the Company’s deferred tax assets and liabilities and its historical foreign earnings as well as potential correlative adjustments.  Any subsequent adjustment to these amounts will be recorded in the quarter of 2018 when the analysis is complete.

As the Company’s previously unremitted earnings have now been subjected to U.S. federal income tax, any repatriation of these earnings to the U.S. would not be expected to incur significant additional taxes related to such amounts. We continue to assert that our foreign earnings are indefinitely reinvested in our overseas operations, but in light of the Act, we are continuing to evaluate our position on that assertion.

Tax years 2003 through 2017 remain subject to examination by the U.S. Internal Revenue Service, with most of the years open to examination due to the generation and utilization of various tax credits. The Company files income tax returns (which are open to examination beginning in the year shown in parentheses) in Australia (2013), Belgium (2014), Brazil (2012), China (2015), France (2014), Germany (2014), India (2013), Israel (2013), Italy (2012), Japan (2012), Korea (2012), Mexico (2012), Netherlands (2012), Switzerland (2012), the United Kingdom (2016) and Uruguay (2012).


16



(12) Segment Information

The Company operates as one segment and conducts its 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 region (Australia, China, India, Japan and Korea). The Company has 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 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 June 30,
 
Six Months Ended June 30,
(in thousands)
2018
 
2017
 
2018
 
2017
Revenue from unaffiliated customers:
 
 
 
 
 
 
 
United States
$
86,028

 
$
80,921

 
$
168,741

 
$
158,793

Other Americas
2,228

 
2,347

 
4,045

 
4,766

EMEA
56,859

 
53,449

 
114,280

 
106,407

Asia Pacific
31,453

 
22,750

 
55,371

 
45,932

Total revenue
$
176,568

 
$
159,467

 
$
342,437

 
$
315,898


Quarter Ended June 30,
 
Six Months Ended June 30,
(in thousands)
2018
 
2017
 
2018
 
2017
Revenue by class of product and service:
 
 
 
 
 
 
 
Products
$
65,741

 
$
53,705

 
$
128,368

 
$
108,821

Materials
45,044

 
43,874

 
87,863

 
86,697

Services
65,783

 
61,888

 
126,206

 
120,380

Total revenue
$
176,568

 
$
159,467

 
$
342,437

 
$
315,898

 
Quarter Ended June 30, 2018
 
Intercompany Sales to
(in thousands)
Americas
 
EMEA
 
Asia Pacific
 
Total
Americas
$
738

 
$
14,243

 
$
6,992

 
$
21,973

EMEA
16,611

 
5,372

 
1,224

 
23,207

Asia Pacific
1,223

 

 
878

 
2,101

Total intercompany sales
$
18,572

 
$
19,615

 
$
9,094

 
$
47,281

 
Quarter Ended June 30, 2017
 
Intercompany Sales to
(in thousands)
Americas
 
EMEA
 
Asia Pacific
 
Total
Americas
$
537

 
$
9,905

 
$
4,955

 
$
15,397

EMEA
18,157

 
3,554

 
902

 
22,613

Asia Pacific
342

 
22

 
1,135

 
1,499

Total intercompany sales
$
19,036

 
$
13,481

 
$
6,992

 
$
39,509

 
Six Months Ended June 30, 2018
 
Intercompany Sales to
(in thousands)
Americas
 
EMEA
 
Asia Pacific
 
Total
Americas
$
1,022

 
$
30,224

 
$
12,415

 
$
43,661

EMEA
33,212

 
11,752

 
3,136

 
48,100

Asia Pacific
2,645

 
1

 
1,773

 
4,419

Total intercompany sales
$
36,879

 
$
41,977

 
$
17,324

 
$
96,180


17



 
Six Months Ended June 30, 2017
 
Intercompany Sales to
(in thousands)
Americas
 
EMEA
 
Asia Pacific
 
Total
Americas
$
898

 
$
22,650

 
$
8,853

 
$
32,401

EMEA
34,704

 
8,728

 
1,915

 
45,347

Asia Pacific
879

 
157

 
2,149

 
3,185

Total intercompany sales
$
36,481

 
$
31,535

 
$
12,917

 
$
80,933


Quarter Ended June 30,
 
Six Months Ended June 30,
(in thousands)
2018
 
2017
 
2018
 
2017
(Loss) income from operations:
 
 
 
 
 
 
 
Americas
$
(13,539
)
 
$
(16,937
)
 
$
(33,523
)
 
$
(33,152
)
EMEA
(2,119
)
 
4,119

 
(3,334
)
 
7,748

Asia Pacific
7,936

 
5,954

 
11,669

 
9,469

Total
$
(7,722
)
 
$
(6,864
)
 
$
(25,188
)
 
$
(15,935
)

(13) Commitments and Contingencies

The Company leases certain of its facilities and equipment under non-cancelable operating leases. For the quarter and six months ended June 30, 2018, rent expense under operating leases was $4,212 and $8,498, respectively, compared to $3,698 and $7,452 for the quarter and six months ended June 30, 2017, respectively.

Certain of the Company’s acquisition agreements contain earnout provisions under which the sellers of the acquired businesses can earn additional amounts. The total liability recorded for these earnouts at June 30, 2018 and December 31, 2017 was $2,135 and $5,115, respectively. See Note 5.

Put Options

Owners of interests in a certain subsidiary 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 June 30, 2018, 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 June 30, 2018 and December 31, 2017. The ultimate amount payable relating to this transaction will vary because it is dependent on the future results of operations of the subject business.


18



Litigation

Securities and Derivative Litigation

The Company and certain of its former executive officers have been named as defendants in a consolidated putative stockholder class action lawsuit pending in the United States District Court for the District of South Carolina. The consolidated action is styled KBC Asset Management NV v. 3D Systems Corporation, et al., Case No. 0:15-cv-02393-MGL. The Amended Consolidated Complaint (the “Complaint”), which was filed on December 9, 2015, alleges that defendants violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions and that the former officers are control persons under Section 20(a) of the Exchange Act. The Complaint was filed on behalf of stockholders who purchased shares of the Company’s common stock between October 29, 2013, and May 5, 2015 and seeks monetary damages on behalf of the purported class. Defendants filed a motion to dismiss the Complaint in its entirety on January 14, 2016, which was denied by Memorandum Opinion and Order dated July 25, 2016 (the “Order”). Defendants filed a motion for reconsideration of the Order on August 4, 2016, which was denied by Order dated February 24, 2017. On September 28, 2017, the Court granted Lead Plaintiff’s Motion for Class Certification. On February 14, 2018, following mediation, the parties entered into a Stipulation of Settlement that provides for, among other things, payment of $50,000 by the Company’s insurance carriers and a mutual exchange of releases. The Stipulation of Settlement calls for a dismissal of all claims against the Company and the individual defendants with prejudice following Court approval, a denial by defendants of any wrongdoing, and no admission of liability. On February 15, 2018, Lead Plaintiff filed an Unopposed Motion for Preliminary Approval of Class Action Settlement. On February 21, 2018, the Court entered an Order Preliminarily Approving Settlement and Providing for Notice. The Court held a final fairness hearing on June 25, 2018, and entered the Order and Final Judgment and Order Awarding Attorneys’ Fees on the same day. The time for any party to appeal expired on July 25, 2018. A current liability of $50,000 was recorded for the agreed upon settlement amount and an offsetting receivable of $50,000 was recorded for related insurance proceeds.

Nine 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 until 30 days after the earlier of the close of discovery or the deadline for appealing a dismissal in the KBC Asset Management NV securities class action.

The Company believes the claims alleged in the derivative lawsuits are without merit and intends to defend the Company and its officers and directors vigorously.

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

On August 23, 2013, Ronald Barranco, a former Company employee, filed two lawsuits against the Company and certain 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 acquisition of Print3D Corporation (of which Mr. Barranco was a 50%

19



shareholder) and the subsequent employment of Mr. Barranco by the Company. 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 acquisition of certain website domains from Mr. Barranco and the subsequent employment of Mr. Barranco by the Company. Both Barranco I and Barranco II allege the Company breached certain purchase agreements in order to avoid paying Mr. Barranco additional monies pursuant to royalty and earn out provisions in the agreements. The Company and its officers timely filed responsive pleadings on October 22, 2013 seeking, inter alia, to dismiss Barranco I due to a mandatory arbitration agreement and for lack of personal jurisdiction and to dismiss Barranco II for lack of personal jurisdiction.

With regard to Barranco I, the Hawaii district court, on February 28, 2014, denied the Company’s motion to dismiss and its motion to transfer venue to South Carolina for the convenience of the parties. However, the Hawaii court recognized that the plaintiff’s claims are all subject to mandatory and binding arbitration in Charlotte, North Carolina. Because the Hawaii court was without authority to compel arbitration outside of Hawaii, the court ordered that the case be transferred to the district court encompassing Charlotte (the United States District Court for the Western District of North Carolina) so that court could compel arbitration in Charlotte. On April 17, 2014, Barranco I was transferred to the United States District Court for the Western District of North Carolina. Plaintiff filed a demand for arbitration on October 29, 2014. On December 9, 2014, the Company filed its answer to plaintiff’s demand for arbitration. On February 2, 2015, plaintiff filed an amended demand that removed Mr. Gregoire as a defendant from the matter, and on February 4, 2015 the Company filed its amended answer. 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 Mr. Barranco with respect to two alleged breaches of contract and implied covenants arising out of the contract. The arbitrator found that the Company did not commit fraud or make any negligent misrepresentations to Mr. Barranco. Pursuant to the award, the Company was 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. The Company disagrees with the single arbitrator’s findings and conclusions and believes the arbitrator’s decision exceeds his authority and disregards the applicable law. As an initial response, the Company filed a motion for modification on September 30, 2015, based on mathematical errors in the computation of damages and fees. On October 16, 2015, the arbitrator issued an order denying the Company’s motion and sua sponte issuing a modified final award in favor of Mr. Barranco in the same above-referenced amounts, but making certain substantive changes to the award, which changes the Company believes were improper and outside the scope of his authority and the American Arbitration Association rules. On November 20, 2015, the Company filed a motion to vacate the arbitration award in the federal court in the United States District Court for the Western District of North Carolina. Claimants also filed a motion to confirm the arbitration award. A hearing was held on the motions on September 29, 2016 in federal court in the Western District of North Carolina. The court requested supplemental briefing by the parties, which briefs were filed on July 11, 2016.

On August 31, 2016, the court issued an order granting in part and denying in part Plaintiff’s motion to confirm the arbitration award and for judgment, entering judgment in the principal amount of the arbitration award and denying Plaintiff’s motion for fees and costs. The court denied the Company’s motion to vacate. On September 7, 2016, Plaintiff filed a motion to amend the judgment to include prejudgment interest. The Company opposed that motion and the parties submitted briefing. On September 28, 2016 the Company filed a motion to alter or amend the judgment. Plaintiff opposed the motion and the parties submitted briefing. On May 18, 2017, the court issued an opinion and order denying the Company’s motion to alter or amend and denying Plaintiff’s motion for prejudgment interest. On September 16, 2017, the Company filed a notice of appeal with the United States Court of Appeals for the Fourth Circuit. The Company filed its Opening Brief and the Joint Appendix on August 28, 2017. Plaintiff filed its Opening Brief on September 11, 2017. The Company filed its Reply Brief on September 25, 2017.

On May 31, 2018, the Fourth Circuit affirmed the decision by unpublished per curiam opinion. On June 14, 2018, the Company timely filed Appellants’ Petition for Rehearing and Rehearing En Banc. On June 15, 2018 the Fourth Circuit issued a Stay of Mandate Under Fed. R. App. P. 41(d)(1). The Petition for Rehearing and Rehearing En Banc was subsequently denied and on August 1, 2018, the Fourth Circuit issued its mandate, thereby returning jurisdiction to the District Court and ending the stay. On August 2, 2018, the Company filed its Motion for Setoff of Judgment and Memorandum in Support of Motion for Setoff of Judgment. Plaintiff’s response is due August 16. Plaintiff agrees that setoff is appropriate, but contests the amount. On August 3, 2018, the Company paid $9,127 of the Judgment, net setoff.

With regard to Barranco II, the Hawaii district court, on March 17, 2014, denied the Company’s motion to dismiss and its motion to transfer venue to South Carolina. However, the Hawaii court dismissed Count II in plaintiff’s complaint alleging breach of the employment agreement. The Company filed an answer to the complaint in the Hawaii district court on March 31, 2014. On November 19, 2014, the Company filed a motion for summary judgment on all claims which was heard on January 20, 2015. On January 30, 2015, the court entered an order granting in part and denying in part the Company’s motion for summary judgment. The Order narrowed the plaintiff’s claim for breach of contract and dismissed the plaintiff’s claims for fraud and negligent

20



misrepresentation. As a result, Messrs. Reichental and Gregoire were dismissed from the lawsuit. The case was tried to a jury in May 2016, and on May 27, 2016 the jury found that the Company was not liable for either breach of contract or breach of the implied covenant of good faith and fair dealing. Additionally, the jury found in favor of the Company on its counterclaim against Mr. Barranco and determined that Mr. Barranco violated his non-competition covenant with the Company. On July 5, 2017, the court ordered a bench trial regarding causation and damages with respect to the equitable accounting on the Company’s prevailing counterclaim against Mr. Barranco. The bench trial took place on November 20, 2017. The Court ordered the submission of proposed findings of fact and conclusions of law. The Company submitted its proposed Findings of Fact and Conclusions of Law on January 12, 2018. Barranco submitted his on February 2, 2018. The Company submitted its Reply on February 16, 2018. On March 30, 2018, the Court entered Findings of Fact and Conclusions of Law and Order requiring Barranco to disgorge, and the Company recover, $523, representing all but four months of the full amount paid to Barranco as salary during his employment with the Company 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 to be calculated beginning as of his first breach of the non-competition covenant in August 2011. Judgment entered thereafter on April 2, 2018.

As the prevailing party, the Company moved for recovery of its fees and costs. On June 15, 2018, the Hawaii Court entered Findings and Recommendation to Grant in Part and Deny in Part Defendants 3D Systems Corporation and 3D System Inc.’s Motion for an Award of Attorneys’ Fees, whereby it recommended that 3D Systems be awarded $1,299 in attorneys’ fees, $349 for the amount of the prejudgment interest, and $72 in non-taxable costs.

On April 19, 2018, Barranco filed a post-trial motion seeking to amend the findings and judgment. The Company opposed that motion. On April 30, 2018, Barranco filed a combined Rule 50 Motion for Judgment as a Matter of Law on the Company’s counterclaim and Rule 50 Motion for a New Trial. The Company also opposed that Motion. On June 29, 2018, Barranco filed partial objections to the Fee Award Report and Recommendation. On July 9, 2018, the Company filed its Response opposing those partial objections. All post-trial motions are currently pending before the Court.

On May 10, 2018, the Company put Barranco on notice that it intended to exercise its right of setoff in regard to any liability it may be determined to have to Barranco. More specifically, the Company notified Barranco that it intended to set off the amounts determined due to it in the Hawaii litigation against any liability 3D Systems is determined to have in the North Carolina arbitration on appeal. As discussed above, the Company filed a Motion and Memo for Setoff on August 2, 2018 with the North Carolina court and exercised its right of setoff on August 3, 2018.

Export Compliance Matter

In October 2017 the Company 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 its Quickparts.com, Inc. subsidiary. In addition, while collecting information responsive to the above referenced subpoena, the Company 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 BIS. On June 8, 2018, the Company submitted voluntary disclosures to BIS and DDTC identifying numerous potentially unauthorized exports of technical data, which supplemented an initial notice of voluntary disclosure that the Company submitted to DDTC in February 2018. The Company is conducting an internal review of its export control compliance risks, implementing associated compliance enhancements, and cooperating with DDTC and BIS, as well as the U.S. Departments of Justice, Defense and Homeland Security. Although the Company cannot predict the ultimate resolution of these matters, the Company expects to incur significant legal costs and other expenses in connection with responding to the U.S. government agencies.

In 2018, the Company implemented new compliance procedures to identify and prevent potential violations of export control laws. As a result of these compliance enhancements, the Company identified an additional potential violation of the ITAR in June 2018, and the Company submitted a related initial notice of voluntary disclosure to DDTC in July 2018. As the Company continues to implement additional compliance enhancements, it may discover other potential violations of export control laws in the future. If the Company identifies any additional potential violations, the Company intends to submit voluntary disclosures to the relevant agencies and cooperate with such agencies on any related investigations.

If the U.S. government finds that the Company has violated one or more export control laws or trade sanctions, the Company 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 debarment from participation in U.S. government contracts. Any assessment of penalties or other liabilities incurred in connection with these matters could harm the Company’s reputation and customer relationships, create negative investor sentiment, and affect the Company’s share value. In connection with any resolution, the Company may also be required to undertake additional remedial compliance measures and program monitoring. The Company

21



cannot at this time predict when the U.S. government agencies will conclude their investigations or determine an estimated cost, if any, or range of costs, for any penalties, fines or other liabilities to third parties that may be incurred in connection with these matters.

Indemnification

In the normal course of business, the Company periodically enters into agreements to indemnify customers or suppliers against claims of intellectual property infringement made by third parties arising from the use of the Company’s products. Historically, costs related to these indemnification provisions have not been significant, and the Company is unable to estimate the maximum potential impact of these indemnification provisions on its future results of operations.
 
To the extent permitted under Delaware law, the Company indemnifies its directors and officers for certain events or occurrences while the director or officer is, or was, serving at the Company’s request in such capacity, subject to limited exceptions. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is unlimited; however, the Company has directors and officers insurance coverage that may enable the Company to recover future amounts paid, subject to a deductible and the policy limits. There is no assurance that the policy limits will be sufficient to cover all damages, if any.

(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
 
Liquidation of non-US entity and purchase of non-controlling interests
 
Total
Balance at December 31, 2017
$
(19,319
)
 
$
(2,555
)
 
$
338

 
$
(21,536
)
Other comprehensive income (loss)
(11,489
)
 
147

 

 
(11,342
)
Balance at June 30, 2018
$
(30,808
)
 
$
(2,408
)
 
$
338

 
$
(32,878
)

The amounts presented above are in other comprehensive loss and are net of taxes. For additional information about foreign currency translation, see Note 6.

(15) Noncontrolling Interests

As of June 30, 2018, the Company owned approximately 70% 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 June 30, 2018, the Company owned 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 were acquired on April 2, 2015, and an additional 5% of the capital and voting rights of Easyway were acquired on July 19, 2017 for $2.3 million.


22



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

This discussion should be read in conjunction 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”). 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 solutions, including 3D printers, 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, aerospace, automotive and durable goods. Our precision healthcare capabilities include simulation, Virtual Surgical Planning (“VSP™”), and printing of medical and dental devices, models, surgical guides and instruments. Our experience and expertise have proven vital to our development of an ecosystem and end-to-end digital workflow which enable customers 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, repeatability, productivity and total cost of operations.

Summary of Second Quarter 2018 Financial Results

Total consolidated revenue for the quarter ended June 30, 2018 increased by 10.7%, or $17.1 million, to $176.6 million, compared to $159.5 million for the quarter ended June 30, 2017. These results reflect an increase in printers, materials, on demand manufacturing, services and healthcare revenue, as discussed further below.

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 June 30, 2018, healthcare revenue increased by 26.4%, to $61.4 million, and made up 34.7% of total revenue, compared to $48.5 million, or 30.4% of total revenue, for the quarter ended June 30, 2017. The increase in healthcare revenue is driven by growth in products, including printers and materials.

For the quarter ended June 30, 2018, total software revenue from products and services remained flat at $24.1 million, and made up 13.6% of total revenue, compared to $24.0 million, or 15.0% of total revenue, for the quarter ended June 30, 2017.

Gross profit for the quarter ended June 30, 2018 increased by 6.8%, or $5.5 million, to $86.2 million, compared to $80.7 million for the quarter ended June 30, 2017. Gross profit margin for the quarters ended June 30, 2018 and 2017 was 48.8% and 50.6%, respectively.

Operating expenses for the quarter ended June 30, 2018 increased by 7.3%, or $6.4 million, to $93.9 million, compared to $87.5 million for the quarter ended June 30, 2017. Selling, general and administrative expenses for the quarter ended June 30, 2018 increased by 12.8%, or $8.1 million, to $71.2 million, compared to $63.1 million for the quarter ended June 30, 2017, predominantly due to the implementation of a market-based job architecture, increased marketing and advertising, investment in IT infrastructure, and higher legal expenses. Research and development expenses for the quarter ended June 30, 2018 decreased by 7.0%, or $1.7 million, to $22.7 million, compared to $24.4 million for the quarter ended June 30, 2017, as we have commercialized certain new products that were previously in development and continued to focus and prioritize our ongoing investments.

Our operating loss for the quarter ended June 30, 2018 was $7.7 million, compared to an operating loss of $6.9 million for the quarter ended June 30, 2017.

For the quarters ended June 30, 2018 and 2017, we generated $9.2 million and $18.6 million of cash from operations, respectively, as further discussed below. In total, our unrestricted cash balance at June 30, 2018 and December 31, 2017, was $119.3 million and $136.3 million, respectively.


23



Results of Operations

Comparison of revenue by geographic region

The following table sets forth changes in revenue by geographic region for the quarters ended June 30, 2018 and 2017.

Table 1
(Dollars in thousands)
Americas
 
EMEA
 
Asia Pacific
 
Total
Revenue — second quarter 2017
$
83,268

 
52.2
 %
 
$
53,449

 
33.5
 %
 
$
22,750

 
14.3
%
 
$
159,467

 
100.0
 %
Change in revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Volume
15,575

 
18.7
 %
 
3,818

 
7.1
 %
 
3,520

 
15.5
%
 
22,913

 
14.4
 %
Price/Mix
(10,423
)
 
(12.5
)%
 
(3,568
)
 
(6.7
)%
 
4,007

 
17.6
%
 
(9,984
)
 
(6.3
)%
Foreign currency translation
(164
)
 
(0.2
)%
 
3,160

 
5.9
 %
 
1,176

 
5.2
%
 
4,172

 
2.6
 %
Net change
4,988

 
6.0
 %
 
3,410

 
6.3
 %
 
8,703

 
38.3
%
 
17,101

 
10.7
 %
Revenue — second quarter 2018
$
88,256

 
50.0
 %
 
$
56,859

 
32.2
 %
 
$
31,453

 
17.8
%
 
$
176,568

 
100.0
 %

Consolidated revenue increased 10.7%, predominantly driven by higher sales volume across all geographic regions, a favorable impact of mix and average selling price in the Asia Pacific region, and the favorable impact of foreign currency; offset by an unfavorable impact of mix and price in the Americas and EMEA regions. The increase in sales volume across all geographic regions is due to higher demand from healthcare customers as well as a range of customers across verticals. The shift in price/mix across the Americas and EMEA regions relates to the mix of sales, including higher sales of lower priced printer models.

For the quarters ended June 30, 2018 and 2017, revenue from operations outside the U.S. was 51.3% and 49.3% of total revenue, respectively.

The following table sets forth changes in revenue by geographic region for the six months ended June 30, 2018 and 2017.

Table 2
(Dollars in thousands)
Americas
 
EMEA
 
Asia Pacific
 
Total
Revenue — six months 2017
$
163,559

 
51.8
 %
 
$
106,407

 
33.7
 %
 
$
45,932

 
14.5
%
 
$
315,898

 
100.0
 %
Change in revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Volume
22,912

 
14.0
 %
 
4,017

 
3.8
 %
 
4,424

 
9.6
%
 
31,353

 
9.9
 %
Price/Mix
(13,533
)
 
(8.3
)%
 
(6,216
)
 
(5.8
)%
 
2,354

 
5.1
%
 
(17,395
)
 
(5.5
)%
Foreign currency translation
(152
)
 
(0.1
)%
 
10,072

 
9.5
 %
 
2,661

 
5.8
%
 
12,581

 
4.0
 %
Net change
9,227

 
5.6
 %
 
7,873

 
7.5
 %
 
9,439

 
20.5
%
 
26,539

 
8.4
 %
Revenue — six months 2018
$
172,786

 
50.5
 %
 
$
114,280

 
33.4
 %
 
$
55,371

 
16.2
%
 
$
342,437

 
100.0
 %

Consolidated revenue increased 8.4%, predominantly driven by higher sales volume across all geographic regions, a favorable impact of sales mix and average selling price in the Asia Pacific region, and the favorable impact of foreign currency; offset by an unfavorable impact from mix of sales and average selling price in the Americas and EMEA regions. The negative impact of sales mix and average selling price across the Americas and EMEA regions relates to mix of sales, including higher sales of lower priced printer models.

For the six months ended ended June 30, 2018 and 2017, revenue from operations outside the U.S. was 50.7% and 49.7% of total revenue, respectively.




24



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 manufacturing solutions and healthcare services. Beginning in 2018, product warranty revenue and related expenses are included within the products category, and we have reclassified prior period amounts from services to products to conform to current year presentation.

Due to the relatively high price of certain 3D printers and a corresponding lengthy selling cycle and 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. Revenue reported in any particular period is also affected by timing of revenue recognition under rules prescribed by U.S. generally accepted accounting principles (“GAAP”).

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, sometimes referred to as price and mix effects, 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.

The following table sets forth the change in revenue by class for the quarters ended June 30, 2018 and 2017.

Table 3
(Dollars in thousands)
Products
 
Materials
 
Services
 
Total
Revenue — second quarter 2017
$
53,705

 
33.6
 %
 
$
43,874

 
27.5
 %
 
$
61,888

 
38.9
%
 
$
159,467

 
100.0
 %
Change in revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Volume
14,365

 
26.7
 %
 
6,251

 
14.2
 %
 
2,297

 
3.7
%
 
22,913

 
14.4
 %
Price/Mix
(3,648
)
 
(6.8
)%
 
(6,336
)
 
(14.4
)%
 

 
%
 
(9,984
)
 
(6.3
)%
Foreign currency translation
1,319

 
2.5
 %
 
1,255

 
2.9
 %
 
1,598

 
2.6
%
 
4,172

 
2.6
 %
Net change
12,036

 
22.4
 %
 
1,170

 
2.7
 %
 
3,895

 
6.3
%
 
17,101

 
10.7
 %
Revenue — second quarter 2018
$
65,741

 
37.2
 %
 
$
45,044

 
25.5
 %
 
$
65,783

 
37.3
%
 
$
176,568

 
100.0
 %

Consolidated revenue increased 10.7%, predominantly driven by products revenue, services revenue and the favorable impact of foreign currency translation, partially offset by a shift in sales mix which impacted average selling price for both products and materials.

Products revenue increased due to higher demand as well as the favorable impact of foreign currency, offset by changes in product mix which impacted average selling prices, including the impact of higher sales of lower priced printers. For the quarters ended June 30, 2018 and 2017, revenue from printers contributed $39.2 million and $27.7 million, respectively. Software revenue included in the products category, including scanners and haptic devices, contributed $12.9 million and $12.8 million for the quarters ended June 30, 2018 and 2017, respectively.

Materials revenue increased predominantly due to the favorable impact of foreign currency as higher sales volume was offset by the unfavorable impact of mix of sales.

Services revenue increased due to higher sales volume and the favorable impact of foreign currency translation. For the quarters ended June 30, 2018 and 2017, revenue from on demand manufacturing services contributed $27.4 million and $25.8 million, respectively. For both quarters ended June 30, 2018 and 2017, software services revenue contributed $11.2 million.


25



The following table sets forth the change in revenue by class for the six months ended June 30, 2018 and 2017.

Table 4
(Dollars in thousands)
Products
 
Materials
 
Services
 
Total
Revenue — six months 2017
$
108,822

 
34.4
 %
 
$
86,697

 
27.4
 %
 
$
120,379

 
38.2
%
 
$
315,898

 
100.0
 %
Change in revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Volume
21,978

 
20.2
 %
 
8,002

 
9.2
 %
 
1,373

 
1.1
%
 
31,353

 
9.9
 %
Price/Mix
(6,803
)
 
(6.3
)%
 
(10,592
)
 
(12.2
)%
 

 
%
 
(17,395
)
 
(5.5
)%
Foreign currency translation
4,371

 
4.0
 %
 
3,756

 
4.3
 %
 
4,454

 
3.7
%
 
12,581

 
4.0
 %
Net change
19,546

 
17.9
 %
 
1,166

 
1.3
 %
 
5,827

 
4.8
%
 
26,539

 
8.4
 %
Revenue — six months 2018
$
128,368

 
37.5
 %
 
$
87,863

 
25.7
 %
 
$
126,206

 
36.9
%
 
$
342,437

 
100.0
 %

Consolidated revenue increased 8.4%, predominantly driven by products revenue and the favorable impact of foreign currency translation, partially offset by the negative impact of the sales mix which impacted average selling price for both materials and products.

Products revenue increased due to higher demand from customers from a range of verticals as well as the favorable impact of foreign currency, offset by a negative impact from mix of sales which impacted average selling price, primarily from higher sales of lower priced printers. For the six months ended June 30, 2018 and 2017, revenue from printers contributed $78.5 million and $59.1 million, respectively. Software revenue included in the products category, including scanners and haptic devices, contributed $24.5 million and $22.6 million for the six months ended June 30, 2018 and 2017, respectively.

Materials revenue increased due to higher sales volume and the favorable impact of foreign currency, offset by a change in sales mix which reduced average selling price.

Services revenue increased due to higher sales volume and the favorable impact of foreign currency translation. For the six months ended June 30, 2018 and 2017, revenue from on demand manufacturing services contributed $53.1 million and $50.9 million, respectively. For the six months ended June 30, 2018 and 2017, software services revenue contributed $22.1 million and $21.8 million, respectively.

Gross profit and gross profit margins

The following tables set forth gross profit and gross profit margins for the quarters and six months ended June 30, 2018 and 2017.

Table 5
 
Quarter Ended June 30,
 
 
 
 
 
 
 
 
 
2018
 
2017
 
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
21,041

 
32.0
%
 
16,194

 
30.2
%
 
4,847

 
29.9
 %
 
1.9

 
6.1
 %
Materials
32,244

 
71.6
%
 
31,545

 
71.9
%
 
699

 
2.2
 %
 
(0.3
)
 
(0.4
)%
Services
32,877

 
50.0
%
 
32,934

 
53.2
%
 
(57
)
 
(0.2
)%
 
(3.2
)
 
(6.1
)%
Total
$
86,162

 
48.8
%
 
$
80,673

 
50.6
%
 
$
5,489