3D Systems - 10-Q quarterly report FY2019 Q1

3D Systems - 10-Q quarterly report FY2019 Q1

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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 March 31, 2019


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

For the transition period from ____________to____________

Commission File No. 001-34220

__________________________

3D SYSTEMS CORPORATION

(Exact name of Registrant as specified in its Charter)

__________________________



DELAWARE	95‑4431352
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
333 THREE D SYSTEMS CIRCLE ROCK HILL, SOUTH CAROLINA	29730
(Address of Principal Executive Offices)	(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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes 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 13(a) of the Securities Act. ¨

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



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DDD	New York Stock Exchange

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Shares of Common Stock, par value $0.001, outstanding as of April 26, 2019: 116,690,851

3D SYSTEMS CORPORATION

Form 10-Q

For the Quarter Ended March 31, 2019

TABLE OF CONTENTS



PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	29
Item 4. Controls and Procedures.	29
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.	29
Item 1A. Risk Factors.	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	30
Item 6. Exhibits.	31

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS



(In thousands, except par value)	March 31, 2019 (unaudited)			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	157,260		$	109,998
Accounts receivable, net of reserves — $8,111 (2019) and $8,423 (2018)	128,774			126,618
Inventories	137,919			133,161
Prepaid expenses and other current assets	29,345			27,697
Total current assets	453,298			397,474
Property and equipment, net⁽¹⁾	100,171			103,252
Intangible assets, net	62,500			68,275
Goodwill	221,506			221,334
Right of use assets⁽¹⁾	39,570			4,466
Deferred income tax asset	5,840			4,217
Other assets, net	27,504			26,814
Total assets	$	910,389		$	825,832
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long term debt	$	5,000		$	—
Current right of use liabilities ⁽¹⁾	12,184			654
Accounts payable	54,503			66,722
Accrued and other liabilities	56,336			59,265
Customer deposits	4,284			4,987
Deferred revenue	44,954			32,432
Total current liabilities	177,261			164,060
Long-term debt	94,387			25,000
Long-term right of use liabilities ⁽¹⁾	36,257			6,392
Deferred income tax liability	7,315			6,190
Other liabilities	42,439			39,331
Total liabilities	357,659			240,973
Redeemable noncontrolling interests	8,872			8,872
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value, authorized 220,000 shares; issued 117,459 (2019) and 118,650 (2018)	118			117
Additional paid-in capital	1,354,683			1,355,503
Treasury stock, at cost — 2,219 shares (2019) and 2,946 shares (2018)	(16,056		)	(15,572		)
Accumulated deficit	(747,095		)	(722,701		)
Accumulated other comprehensive loss	(39,362		)	(38,978		)
Total 3D Systems Corporation stockholders' equity	552,288			578,369
Noncontrolling interests	(8,430		)	(2,382		)
Total stockholders’ equity	543,858			575,987
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$	910,389		$	825,832

⁽¹⁾ For comparative purposes, prior year finance lease assets have been reclassified from "Property and equipment, net" to "Right of use assets". Prior year finance lease liabilities have been reclassified as right of use liabilities.

See accompanying notes to condensed consolidated financial statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	Quarter Ended March 31,
(in thousands, except per share amounts)	2019			2018
Revenue:
Products	$	92,347		$	105,447
Services	59,633			60,422
Total revenue	151,980			165,869
Cost of sales:
Products	55,760			56,118
Services	30,515			31,882
Total cost of sales	86,275			88,000
Gross profit	65,705			77,869
Operating expenses:
Selling, general and administrative	65,107			69,452
Research and development	21,903			25,882
Total operating expenses	87,010			95,334
Loss from operations	(21,305		)	(17,465		)
Interest and other expense, net	(1,201		)	(1,552		)
Loss before income taxes	(22,506		)	(19,017		)
Provision for income taxes	(1,844		)	(1,954		)
Net loss	(24,350		)	(20,971		)
Less: net income (loss) attributable to noncontrolling interests	44			(16		)
Net loss attributable to 3D Systems Corporation	$	(24,394	)	$	(20,955	)

Net loss per share available to 3D Systems Corporation common stockholders - basic and diluted	$	(0.22	)	$	(0.19	)

See accompanying notes to condensed consolidated financial statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)



	Quarter Ended March 31,
(in thousands, except per share amounts)	2019			2018
Net loss	$	(24,350	)	$	(20,971	)
Other comprehensive income (loss), net of taxes:
Pension adjustments	92			(17		)
Foreign currency translation	(752		)	7,416
Total other comprehensive income (loss), net of taxes:	(660		)	7,399
Total comprehensive loss, net of taxes	(25,010		)	(13,572		)
Comprehensive income (loss) attributable to noncontrolling interests	24			(15		)
Comprehensive loss attributable to 3D Systems Corporation	$	(25,034	)	$	(13,557	)

See accompanying notes to condensed consolidated financial statements.

3D SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Quarter Ended March 31,
(in thousands)	2019			2018
Cash flows from operating activities:
Net loss	$	(24,350	)	$	(20,971	)
Adjustments to reconcile net loss to net cash used in by operating activities:
Depreciation and amortization	13,144			15,186
Stock-based compensation	6,706			7,128
Provision for bad debts	219			1,017
Provision for deferred income taxes	(498		)	(898		)
Impairment of assets	180			1,411
Changes in operating accounts:
Accounts receivable	(2,928		)	(3,774		)
Inventories	(5,192		)	(5,571		)
Prepaid expenses and other current assets	354			(3,667		)
Accounts payable	(11,987		)	(647		)
Deferred revenue and customer deposits	11,811			10,018
Accrued and other current liabilities	(5,531		)	2,579
All other operating activities	2,914			(3,350		)
Net cash used in operating activities	(15,158		)	(1,539		)
Cash flows from investing activities:
Purchases of property and equipment	(8,837		)	(10,764		)
Other investing activities	(37		)	(230		)
Net cash used in investing activities	(8,874		)	(10,994		)
Cash flows from financing activities:
Proceeds from borrowings	100,000			—
Repayment of borrowings/long term debt	(25,000		)	—
Purchase of noncontrolling interest	(2,500		)	—
Payments on earnout consideration	—			(2,675		)
Other financing activities	(1,263		)	(965		)
Net cash provided by (used in) financing activities	71,237			(3,640		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	57			1,438
Net increase (decrease) in cash, cash equivalents and restricted cash	47,262			(14,735		)
Cash, cash equivalents and restricted cash at the beginning of the period ^(a)	110,919			136,831
Cash, cash equivalents and restricted cash at the end of the period ^(a)	$	158,181		$	122,096



Supplemental cash flow information
Cash interest payments	$	642	$	119
Cash income tax payments, net	$	4,862	$	2,332
Transfer of equipment from inventory to property and equipment, net ^(b)	$	154	$	666
Transfer of equipment to inventory from property and equipment, net ^(c)	$	—	$	360



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


(a)	The amounts for cash and cash equivalents shown above include restricted cash of $921 and $794 as of March 31, 2019 and 2018, respectively, and $921 and $487 as of December 31, 2018, and 2017, 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.


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

See accompanying notes to condensed consolidated financial statements.

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, 2018	$	117	$	1,355,503		$	(15,572	)	$	(722,701	)	$	(38,978	)	$	578,369		$	(2,382	)	$	575,987
Issuance (repurchase) of stock	1		—			(484		)	—			—			(483		)	—			(483		)
Acquisition of non-controlling interest	—		(7,526		)	—			—			256			(7,270		)	(6,072		)	(13,342		)
Stock-based compensation expense	—		6,706			—			—			—			6,706			—			6,706
Net income (loss)	—		—			—			(24,394		)	—			(24,394		)	44			(24,350		)
Pension adjustment	—		—			—			—			92			92			—			92
Foreign currency translation adjustment	—		—			—			—			(732		)	(732		)	(20		)	(752		)
Balance at March 31, 2019	$	118	$	1,354,683		$	(16,056	)	$	(747,095	)	$	(39,362	)	$	552,288		$	(8,430	)	$	543,858



	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		—		(838		)	—			—			(837		)	—			(837		)
Cumulative impact of change in accounting policy	—		—		—			576			—			576			—			576
Stock-based compensation expense	—		7,128		—			—			—			7,128			—			7,128
Net income (loss)	—		—		—			(20,955		)	—			(20,955		)	(16		)	(20,971		)
Pension adjustment	—		—		—			—			(17		)	(17		)	—			(17		)
Foreign currency translation adjustment	—		—		—			—			7,416			7,416			1			7,417
Balance at March 31, 2018	$	116	$	1,333,378	$	(9,041	)	$	(698,151	)	$	(14,137	)	$	612,165		$	(2,921	)	$	609,244

See accompanying notes to condensed consolidated financial statements.

3D SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Basis of Presentation

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

all majority-owned subsidiaries and entities in which a controlling interest is maintained (the “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, 2018 (“2018 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 ended March 31, 2019 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.

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

Recently Adopted Accounting Standards

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

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

As a result of the adoption of ASU 2016-02 on January 1, 2019, the Company recorded operating lease liabilities and ROU assets of $38,415. The adoption of ASU 2016-02 had an immaterial impact on the Company's condensed consolidated statement of operations and condensed consolidated statement of cash flows for the three months ended March 31, 2019. For additional information about leases, see Note 3.

Accounting Standards Issued But Not Yet Adopted

In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)," which aligns the requirements for capitalizing implementation costs incurred in a service contract hosting arrangement with those of developing or obtaining internal-use software. This standard is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company is evaluating the impact the new standard will have 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 has elected not to adopt the provisions of this standard early but will re-evaluate as part of performing its 2019 impairment analysis.

In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"), which provides guidance regarding the measurement of credit losses for financial assets and certain other instruments that are not accounted for at fair value through net income, including trade and other receivables, debt securities, net investment in leases, and off-balance sheet credit exposures. The new guidance requires companies to replace the current incurred loss impairment methodology with a methodology that measures all expected credit losses for financial assets based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance expands the disclosure requirements regarding credit losses, including the credit loss methodology and credit quality indicators. ASU 2016-13 will be effective for annual reporting periods, including interim reporting within those periods, beginning after December 15, 2019. Early adoption is permitted for annual reporting periods, including interim periods after December 15, 2018 and will be applied using a modified retrospective approach. The Company is evaluating the impact of adoption of this standard on its consolidated financial statements.

No other new accounting pronouncements, issued or effective during 2019, 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.

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 March 31, 2019, the Company had $132,416 of outstanding performance obligations. The Company expects to recognize approximately 94 percent of its remaining performance obligations as revenue within the next twelve months, an additional 3 percent by the end of 2020 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 maintenance period on a straight-line basis. Revenue from training, installation and non-contract maintenance services is recognized at the time of performance of the service.

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

Terms of sale

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

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

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

See Note 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 for the remainder of the owed contract price. Unbilled receivables generally result from items being shipped where the customer has not been charged, but for which revenue had been recognized. In the Company’s 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 March 31, 2019.

Through March 31, 2019, the Company recognized revenue of $15,411 related to our contract liabilities at January 1, 2019.

Practical Expedients and Exemptions

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

(3) Leases

The Company has various lease agreements for its facilities, equipment and vehicles with remaining lease terms ranging from one to twelve years. The Company determines if an arrangement contains a lease at inception. Some leases include the options to purchase, terminate or extend for one or more years; these options are included in the ROU asset and liability lease term when it is reasonably certain an option will be exercised. The Company's leases do not contain any material residual value guarantees or material restrictive covenants. Most of the Company's leases do not provide an implicit rate, therefore the Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the future lease payments.

Components of lease cost for the period ending March 31, 2019, were as follows:



(in thousands)	March 31, 2019
Operating lease cost	$	3,789
Short-term lease cost	$	24
Finance lease cost - interest expense	$	115
Finance lease cost - amortization expense	$	206

Balance sheet classifications at March 31, 2019 are summarized below:



	March 31, 2019
(in thousands)	Right of use assets		Current right of use liabilities		Long-term right of use liabilities
Operating Leases	$	35,213	$	11,503	$	29,967
Finance Leases	4,357		681		6,290
Total	$	39,570	$	12,184	$	36,257

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



	March 31, 2019
(in thousands)	Operating Leases			Finance Leases
Years ending March 31:
2020	$	10,997		$	842
2021	9,230			1,056
2022	7,252			772
2023	6,838			767
2024	5,744			760
Thereafter	9,504			5,987
Total lease payments	49,565			10,184
Less: imputed interest	(8,096		)	(3,212		)
Present value of lease liabilities	$	41,469		$	6,972

Supplemental cash flow information related to our operating leases for the period ending March 31, 2019, was as follows:



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

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

(4) Inventories

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



(in thousands)	2019		2018
Raw materials	$	50,840	$	49,624
Work in process	5,900		2,969
Finished goods and parts	81,179		80,568
Inventories	$	137,919	$	133,161

(5) Intangible Assets

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



	2019							2018
(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	$	102,975	$	(69,717	)	$	33,258	$	103,332	$	(67,129	)	$	36,203	5
Acquired technology	53,304		(48,947		)	4,357		52,691		(47,546		)	5,145		2
Trade names	25,101		(18,316		)	6,785		25,096		(17,669		)	7,427		5
Patent costs	11,263		(8,705		)	2,558		11,032		(8,382		)	2,650		14
Trade secrets	19,295		(14,048		)	5,247		19,374		(13,574		)	5,800		3
Acquired patents	16,197		(13,552		)	2,645		16,212		(13,160		)	3,052		7
Other	26,486		(18,836		)	7,650		26,551		(18,553		)	7,998		1
Total intangible assets	$	254,621	$	(192,121	)	$	62,500	$	254,288	$	(186,013	)	$	68,275	5

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

Amortization expense related to intangible assets was $5,520 for the quarter ended March 31, 2019 compared to $8,067 for the quarter ended March 31, 2018.

(6) Accrued and Other Liabilities

Accrued liabilities at March 31, 2019 and December 31, 2018 are summarized as follows:



(in thousands)	2019		2018
Compensation and benefits	$	20,342	$	23,787
Accrued taxes	15,688		17,246
Vendor accruals	8,354		6,895
Product warranty liability	3,518		3,788
Arbitration awards	2,256		2,256
Accrued professional fees	1,838		1,657
Accrued other	2,656		2,108
Royalties payable	1,647		1,417
Accrued interest	37		111
Total	$	56,336	$	59,265

Other liabilities at March 31, 2019 and December 31, 2018 are summarized as follows:



(in thousands)	2019		2018
Long term employee indemnity	$	13,976	$	13,609
Long term tax liability	4,250		4,168
Defined benefit pension obligation	8,367		8,518
Long term deferred revenue	6,959		8,121
Other long term liabilities	8,887		4,915
Total	$	42,439	$	39,331

(7) 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 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 $81,845 and $75,304 in notional foreign exchange contracts outstanding as of March 31, 2019 and December 31, 2018, 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.

(8) Borrowings

Credit Facility

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

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

The Senior Credit Facility contains customary covenants, some of which require the Company to maintain certain financial ratios that determine the amounts available and terms of borrowings and events of default. The Company was in compliance with all covenants at March 31, 2019 and December 31, 2018.

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

The Company had a balance of $100,000 outstanding on the Term Facility at March 31, 2019 at an interest rate of 4.5%, with a $5,000 payment due in the next twelve months.

(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 March 31,
(in thousands, except per share amounts)	2019			2018
Numerator for basic and diluted net loss per share:
Net loss attributable to 3D Systems Corporation	$	(24,394	)	$	(20,955	)

Denominator for basic and diluted net loss per share:
Weighted average shares	113,267			111,819

Net loss per share - basic and diluted	$	(0.22	)	$	(0.19	)

For the quarters ended March 31, 2019 and 2018, the effect of dilutive securities, including non-vested stock options and restricted stock awards/units, was excluded from the denominator for the calculation of diluted net loss per share because the Company recognized a net loss for the period and their inclusion would be anti-dilutive. Dilutive securities excluded were 5,534 for the quarter ended March 31, 2019 compared to 4,345 for the quarter ended March 31, 2018.

(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 Israeli severance funds. 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 March 31, 2019
(in thousands)	Level 1		Level 2		Level 3		Total
Description
Cash equivalents^(a)	$	64,203	$	—	$	—	$	64,203
Israeli severance funds ^(b)	$	—	$	7,037	$	—	$	7,037

	Fair Value Measurements as of December 31, 2018
(in thousands)	Level 1		Level 2		Level 3		Total
Description
Cash equivalents ^(a)	$	6,141	$	—	$	—	$	6,141
Israeli severance funds ^(b)	$	—	$	6,822	$	—	$	6,822


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


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

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 ended March 31, 2019.

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

(11) Income Taxes

For the quarter ended March 31, 2019, the Company recorded expense of $1,844, resulting in an effective tax rate of 8.2%. For the quarter ended March 31, 2018, the Company recorded expense of $1,954, resulting in an effective tax rate of 10.3%. 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 periods.

Due to the one time transition tax, the majority of the Company’s previously unremitted earnings have now been subjected to U.S. federal income tax, although, other additional taxes such as withholding tax could be applicable. The Company continues to assert that its foreign earnings are indefinitely reinvested in our overseas operations. As such, it has not provided for any additional taxes on approximately $96,041 of unremitted earnings. The Company believes the unrecognized deferred tax liability related to these earnings is approximately $14,300.

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

(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 March 31,
(in thousands)	2019		2018
Revenue from unaffiliated customers:
United States	$	71,398	$	82,714
Other Americas	2,305		1,816
EMEA	59,644		57,421
Asia Pacific	18,633		23,918
Total revenue	$	151,980	$	165,869



	Quarter Ended March 31,
(in thousands)	2019		2018
Revenue by class of product and service:
Products	$	50,917	$	62,628
Materials	41,430		42,819
Services	59,633		60,422
Total revenue	$	151,980	$	165,869



	Quarter ended March 31, 2019
	Intercompany Sales to
(in thousands)	Americas		EMEA		Asia Pacific		Total
Americas	$	446	$	16,708	$	3,837	$	20,991
EMEA	16,678		6,936		1,572		25,186
Asia Pacific	745		21		801		1,567
Total intercompany sales	$	17,869	$	23,665	$	6,210	$	47,744



	Quarter ended March 31, 2018
	Intercompany Sales to
(in thousands)	Americas		EMEA		Asia Pacific		Total
Americas	$	283	$	15,979	$	5,422	$	21,684
EMEA	16,601		6,376		1,912		24,889
Asia Pacific	1,422		1		895		2,318
Total intercompany sales	$	18,306	$	22,356	$	8,229	$	48,891



	Quarter Ended March 31,
(in thousands)	2019			2018
(Loss) income from operations:
Americas	$	(26,832	)	$	(19,981	)
EMEA	2,917			(1,216		)
Asia Pacific	2,610			3,732
Total	$	(21,305	)	$	(17,465	)

(13) Commitments and Contingencies

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 March 31, 2019, performs over the relevant future periods at its forecasted earnings levels, that these rights, if exercised, could require the Company, in future periods, to pay approximately $8,872 to the owners of such rights to acquire such ownership interests in the relevant subsidiary. This amount has been recorded as redeemable noncontrolling interests on the Consolidated Balance Sheet at March 31, 2019 and December 31, 2018. The ultimate amount payable relating to this transaction will vary because it is dependent on the future results of operations of the subject business.

Litigation

Derivative Litigation

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.

The Company disputes these allegations and intends to defend the Company and its former executive 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% 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.

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 Barranco’s claims were all subject to mandatory and binding arbitration in Charlotte, North Carolina. The parties selected an arbitrator and arbitration took place in September 2015 in Charlotte, North Carolina.

On September 28, 2015, the arbitrator issued a final award in favor of Barranco with respect to two alleged breaches of contract and implied covenants arising out of the contract. The arbitrator found that the Company did not commit fraud or make any negligent misrepresentations to 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.

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

With regard to Barranco II, the case was tried to a jury in Hawaii district court in May 2016, and on May 27, 2016 the jury found that the Company was 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 Barranco and determined that Barranco violated his non-competition covenant with the Company. 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 was entered thereafter on April 2, 2018.

On September 13, 2018, the Hawaii district court entered its Amended Judgment in a Civil Case, awarding the Company a final amended judgment of $2,182. On September 19, 2018, Barranco filed an Amended Notice of Appeal. On January 13, 2019, Barranco filed Appellant’s Opening Brief in the Ninth Circuit. On March 15, 2019, the Company filed its Answering Brief. On April 14, 2019, Barranco filed his Reply Brief. The Company intends to defend the appeal.

Export Controls and Government Contracts 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 the BIS.

On June 8, 2018 and thereafter, 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, trade sanctions, and government contracting compliance risks and potential violations; 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 has incurred and expects to continue to incur significant legal costs and other expenses in connection with responding to the U.S. government agencies.

Other

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

(14) Accumulated Other Comprehensive Loss

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



(in thousands)	Foreign currency translation adjustment			Defined benefit pension plan			Liquidation of non-US entity and purchase of non-controlling interests		Total
Balance at December 31, 2018	$	(36,669	)	$	(2,647	)	$	338	$	(38,978	)
Other comprehensive income (loss)	(732		)	92			256		(384		)
Balance at March 31, 2019	$	(37,401	)	$	(2,555	)	$	594	$	(39,362	)

The amounts presented in the table above are in other comprehensive loss and are net of taxes. For additional information about foreign currency translation, see Note 7.

(15) Noncontrolling Interests

As of March 31, 2019, 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 March 31, 2019, the Company owned 100% 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 $2,300. The remaining 30% of the capital and voting rights of Easyway were acquired on January 21, 2019 for $13,500 to be paid in installments over four years, with the first installment of $2,500 paid in March 2019.

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. As the originator of 3D printing and a shaper of future 3D solutions, for over 30 years we have been enabling professionals and companies to optimize their designs, transform their 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 First Quarter 2019 Financial Results

Total consolidated revenue for the quarter ended March 31, 2019 decreased by 8.4%, or $13.9 million, to $152.0 million, compared to $165.9 million for the quarter ended March 31, 2018. These results reflect a decrease primarily in printers revenue due to timing of large customer orders, as discussed 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 March 31, 2019, healthcare revenue decreased by 5.2%, to $50.0 million, and made up 32.9% of total revenue, compared to $52.7 million, or 31.8% of total revenue, for the quarter ended March 31, 2018. The decrease primarily reflects a decrease in printers sold to healthcare customers during the quarter which offset increases in both simulation and services revenues.

For the quarter ended March 31, 2019, total software revenue from products and services decreased by 7.6% to $20.8 million, and made up 13.7% of total revenue, compared to $22.5, or 13.6% of total revenue, for the quarter ended March 31, 2018.

Gross profit for the quarter ended March 31, 2019 decreased by 15.6%, or $12.2 million, to $65.7 million, compared to $77.9 million for the quarter ended March 31, 2018. Gross profit margin for the quarters ended March 31, 2019 and 2018 was 43.2% and 46.9%, respectively.

Operating expenses for the quarter ended March 31, 2019 decreased by 8.7%, or $8.3 million, to $87.0 million, compared to $95.3 million for the quarter ended March 31, 2018. Selling, general and administrative expenses for the quarter ended March 31, 2019 decreased by 6.3%, or $4.4 million, to $65.1 million, compared to $69.5 million for the quarter ended March 31, 2018. Research and development expenses for the quarter ended March 31, 2019 decreased by 15.4%, or $4.0 million, to $21.9 million, compared to $25.9 million for the quarter ended March 31, 2018.

Our operating loss for the quarter ended March 31, 2019 was $21.3 million, compared to an operating loss of $17.5 million for the quarter ended March 31, 2018.

For the quarters ended March 31, 2019 and 2018, we used $15.2 million and $1.5 million of cash from operations, respectively, as further discussed below. In total, our unrestricted cash balance at March 31, 2019 and December 31, 2018, was $157.3 million and $110.0 million, respectively. The higher cash balance was the result of our borrowing on the Senior Credit Facility, offset by repayment of amounts outstanding on the Prior Credit Agreement, investments in working capital and investments in our facilities and IT infrastructure. For information on the Senior Credit Facility and the Prior Credit Agreement, see Note 8 .

Results of Operations

Comparison of revenue by geographic region

The following table sets forth changes in revenue by geographic region for the quarters ended March 31, 2019 and 2018.

Table 1



(Dollars in thousands)	Americas					EMEA					Asia Pacific					Total
Revenue — first quarter 2018	$	84,530		51.0	%	$	57,421		34.6	%	$	23,918		14.4	%	$	165,869		100.0	%
Change in revenue:
Volume	(13,065		)	(15.5	)%	6,432			11.2	%	(3,629		)	(15.2	)%	(10,262		)	(6.2	)%
Price/Mix	2,520			3.0	%	419			0.7	%	(926		)	(3.9	)%	2,013			1.2	%
Foreign currency translation	(282		)	(0.3	)%	(4,628		)	(8.1	)%	(730		)	(3.1	)%	(5,640		)	(3.4	)%
Net change	(10,827		)	(12.8	)%	2,223			3.9	%	(5,285		)	(22.1	)%	(13,889		)	(8.4	)%
Revenue — first quarter 2019	$	73,703		48.5	%	$	59,644		39.2	%	$	18,633		12.3	%	$	151,980		100.0	%

Consolidated revenue decreased by 8.4%, predominantly driven by lower sales volume in the Americas and Asia Pacific regions and the unfavorable impact of foreign currency. The decrease in revenue was due to decreased volume for printers in the Americas and Asia-Pacific coupled with an unfavorable foreign currency impact in EMEA.

For the quarters ended March 31, 2019 and 2018, revenue from operations outside the U.S. was 53.0% and 50.1% of total revenue, respectively.

Comparison of revenue by class

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

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 March 31, 2019 and 2018.

Table 2



(Dollars in thousands)	Products					Materials					Services					Total
Revenue — first quarter 2018	$	62,628		37.8	%	$	42,819		25.8	%	$	60,422		36.4	%	$	165,869		100.0	%
Change in revenue:
Volume	(11,712		)	(18.7	)%	170			0.4	%	1,280			2.1	%	(10,262		)	(6.2	)%
Price/Mix	2,096			3.3	%	(83		)	(0.2	)%	—			—	%	2,013			1.2	%
Foreign currency translation	(2,095		)	(3.3	)%	(1,476		)	(3.4	)%	(2,069		)	(3.4	)%	(5,640		)	(3.4	)%
Net change	(11,711		)	(18.7	)%	(1,389		)	(3.2	)%	(789		)	(1.3	)%	(13,889		)	(8.4	)%
Revenue — first quarter 2019	$	50,917		33.5	%	$	41,430		27.3	%	$	59,633		39.2	%	$	151,980		100.0	%

Consolidated revenue decreased 8.4%, predominantly driven by lower sales volume from the products category. The positive impact from mix was offset by the unfavorable impact of foreign currency.

The products revenue decrease was driven by the impact of timing of orders from a large enterprise customer. For the quarters ended March 31, 2019 and 2018, revenue from printers contributed $28.0 million and $39.3 million, respectively. Software revenue included in the products category, including scanners and haptic devices, contributed $10.0 million and $11.7 million for the quarters ended March 31, 2019 and 2018, respectively.

Materials revenue decreased mainly due to the unfavorable impact of foreign currency.

Services revenue decreased due to the unfavorable impact of foreign currency translation, partially offset by higher sales volume with healthcare customers. For the quarters ended March 31, 2019 and 2018, revenue from on demand manufacturing services contributed $22.6 million and $25.6 million, respectively. For the quarters ended March 31, 2019 and 2018, software services revenue contributed $10.8 million and $10.9 million, respectively.

Gross profit and gross profit margins

The following tables set forth gross profit and gross profit margins for the quarters ended March 31, 2019 and 2018.

Table 3



	Quarter Ended March 31,
	2019				2018				Change in Gross Profit					Change in Gross Profit Margin
(Dollars in thousands)	Gross Profit		Gross Profit Margin		Gross Profit		Gross Profit Margin		$			%		Percentage Points		%
Products	7,750		15.2	%	18,676		29.8	%	(10,926		)	(58.5	)%	(14.6	)	(49.0	)%
Materials	28,837		69.6	%	30,653		71.6	%	(1,816		)	(5.9	)%	(2.0	)	(2.8	)%
Services	29,118		48.8	%	28,540		47.2	%	578			2.0	%	1.6		3.4	%
Total	$	65,705	43.2	%	$	77,869	46.9	%	$	(12,164	)	(15.6	)%	(3.7	)	(7.9	)%

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

Products gross profit margin decreased primarily due to under absorption of supply chain overhead resulting from lower production, in addition to the impact of the mix of sales. Materials gross profit margin decreased as a result of the mix of sales . A favorable mix of sales towards higher gross profit margin service offerings and an increased focus on printer and professional services pricing drove services gross profit margin improvements. As a result of lower revenue, on demand manufacturing services gross profit margin decreased to 36.7% for the quarter ended March 31, 2019 compared to 38.7% for the quarter ended March 31, 2018.

Operating expenses

The following tables sets forth the components of operating expenses for the quarters ended March 31, 2019 and 2018.

Table 4



	Quarter Ended March 31,
	2019				2018				Change
(Dollars in thousands)	Amount		% Revenue		Amount		% Revenue		$			%
Selling, general and administrative expenses	65,107		42.8	%	69,452		41.9	%	(4,345		)	(6.3	)%
Research and development expenses	21,903		14.4	%	25,882		15.6	%	(3,979		)	(15.4	)%
Total operating expenses	$	87,010	57.2	%	$	95,334	57.5	%	$	(8,324	)	(8.7	)%

Selling, general and administrative expenses decreased primarily due to ongoing cost optimization efforts, and lower amortization and bad debt expense.

Research and development expenses decreased as we have completed projects related to new products brought to market in 2018.

Loss from operations

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

Table 5



	Quarter Ended March 31,
(Dollars in thousands)	2019			2018
(Loss) income from operations:
Americas	(26,832		)	(19,981		)
EMEA	2,917			(1,216		)
Asia Pacific	2,610			3,732
Total	$	(21,305	)	$	(17,465	)

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

Interest and other income (expense), net

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

Table 6



	Quarter Ended March 31,
(Dollars in thousands)	2019			2018
Interest and other income (expense), net:
Foreign exchange gain (loss)	(1,039		)	77
Interest expense	(576		)	(6		)
Other income (expense), net	414			(1,623		)
Total interest and other income (expense), net	$	(1,201	)	$	(1,552	)

The decrease for the quarter ended March 31, 2019, as compared to the quarter ended March 31, 2018, was primarily driven by unfavorable impact from foreign exchange in the current year and higher interest expense related to the Senior Credit Facility, partially off-set by an adjustment to the fair value of certain cost method investments in the prior year.

Net loss attributable to 3D Systems

The following tables set forth the primary components of net loss attributable to 3D Systems for the quarters ended March 31, 2019 and 2018.

Table 7



	Quarter Ended March 31,
(Dollars in thousands)	2019			2018			Change
Loss from operations	$	(21,305	)	$	(17,465	)	$	(3,840	)
Other non-operating items:
Interest and other expense, net	(1,201		)	(1,552		)	351
Provision for income taxes	(1,844		)	(1,954		)	110
Net loss	(24,350		)	(20,971		)	(3,379		)
Less: net income (loss) attributable to noncontrolling interests	44			(16		)	60
Net loss attributable to 3D Systems Corporation	$	(24,394	)	$	(20,955	)	$	(3,439	)

The increase in net loss for the quarter ended March 31, 2019 as compared to the quarter ended March 31, 2018 was primarily driven by an increase in loss from operations. See “Gross profit and gross profit margins” and “Operating expenses” above.

Liquidity and Capital Resources

Table 8



					Change
(Dollars in thousands)	March 31, 2019		December 31, 2018		$			%
Cash and cash equivalents	$	157,260	$	109,998	$	47,262		43.0	%
Accounts receivable, net	128,774		126,618		2,156			1.7	%
Inventories	137,919		133,161		4,758			3.6	%
	423,953		369,777		54,176
Less:
Current portion of long term debt	5,000		—		5,000			—	%
Current right of use liabilities	12,184		654		11,530			1763.0	%
Accounts payable	54,503		66,722		(12,219		)	(18.3	)%
Accrued and other liabilities	56,336		59,265		(2,929		)	(4.9	)%
	128,023		126,641		1,382
Operating working capital	$	295,930	$	243,136	$	52,794		21.7	%

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

Cash flow from operations, cash and cash equivalents, and other sources of liquidity such as bank credit facilities and issuing equity or debt securities, are expected to be available and sufficient to meet foreseeable cash requirements. During the first quarter of 2019, we entered into a 5-year $100.0 million senior secured term loan facility (the “Term Facility”) and a 5-year $100.0 million senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit Facility”), which replaced the Company's prior $150.0 million 5-year revolving, unsecured credit facility (the "Prior Credit Agreement"), which was terminated in connection with entry into the Senior Credit Facility. Borrowings under the Senior Credit Facility were used to refinance existing indebtedness of $25,000 outstanding under the Prior Credit Agreement and will be used to support working capital and for general corporate purposes. For additional information on the Senior Credit Facility and the Prior Credit Agreement, see Note 8.

Cash held outside the U.S. at March 31, 2019 was $67.4 million, or 42.8% of total cash and equivalents, compared to $73.3 million, or 66.7% of total cash and equivalents at December 31, 2018. As our previously unremitted earnings have been subjected to U.S. federal income tax, we expect any repatriation of these earnings to the U.S. would not incur significant additional taxes related to such amounts. However, our estimates are provisional and subject to further analysis. Cash equivalents are comprised of funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short term nature of these instruments. We strive to minimize our credit risk by investing primarily in investment grade, liquid instruments and limit exposure to any one issuer depending upon credit quality. See “Cash flow” discussion below.

Days’ sales outstanding (DSO) was 76 at March 31, 2019, compared to 69 days for the year at December 31, 2018. The increase in DSO is due primarily to the billings for the annual maintenance renewals in our software and services business. Accounts receivable more than 90 days past due decreased to 7.1% of gross receivables at March 31, 2019, from 8.9% at December 31, 2018. We review specific receivables periodically to determine the appropriate reserve for accounts receivable.

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

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

Cash flow

The following tables set forth components of cash flow for the quarters ended March 31, 2019 and 2018.

Table 9



	Quarter Ended March 31,
(Dollars in thousands)	2019			2018
Net cash used in operating activities	$	(15,158	)	$	(1,539	)
Net cash used in investing activities	(8,874		)	(10,994		)
Net cash provided by (used in) financing activities	71,237			(3,640		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	57			1,438
Net increase (decrease) in cash, cash equivalents and restricted cash	$	47,262		$	(14,735	)

Cash flow from operations

Table 10



	Quarter Ended March 31,
(Dollars in thousands)	2019			2018
Net loss	$	(24,350	)	$	(20,971	)
Non-cash charges	19,751			23,844
Changes in working capital and all other operating assets	(10,559		)	(4,406		)
Net cash used in operating activities	$	(15,158	)	$	(1,539	)

Cash used in operating activities for the quarter ended March 31, 2019 was $15.2 million and cash used in operating activities for the quarter ended March 31, 2018 was $1.5 million. Drivers of operating cash outflows were net loss and cash used in working capital partially offset by non-cash charges.

Excluding non-cash charges, net loss used cash of $4.6 million for the quarter ended March 31, 2019 and provided cash of $2.9 million for the quarter ended March 31, 2018. Non-cash charges generally consist of depreciation, amortization, and stock-based compensation.

Working capital requirements used cash of $10.6 million for the quarter ended March 31, 2019 and $4.4 million for the quarter ended March 31, 2018. In the quarter ended March 31, 2019, drivers of working capital related cash outflows were lower accounts payable, lower accrued liabilities and investments in inventory to support of new product commercialization, partially offset by an increase deferred revenues related to software and system maintenance contracts. In the quarter ended March 31, 2018, cash outflows were driven by an increases in accounts receivable, inventory and other current assets, partially offset by an increase in deferred revenues.

Cash flow from investing activities

Table 11



	Quarter Ended March 31,
(Dollars in thousands)	2019			2018
Purchases of property and equipment	$	(8,837	)	$	(10,764	)
Other investing activities	(37		)	(230		)
Net cash used in investing activities	$	(8,874	)	$	(10,994	)

The primary outflow of cash relates to investments in our facilities including our customer innovation centers and healthcare and on-demand facilities as well as continued investments in our IT infrastructure.

Cash flow from financing activities

Table 12



	Quarter Ended March 31,
(Dollars in thousands)	2019			2018
Proceeds from borrowings	$	100,000		$	—
Repayment of borrowings/long term debt	(25,000		)	—
Purchase of noncontrolling interest	(2,500		)	—
Payments on earnout consideration	—			(2,675		)
Other financing activities	(1,263		)	(965		)
Net cash provided by (used in) financing activities	$	71,237		$	(3,640	)

Cash provided by financing activities was $71.2 million for the quarter ended March 31, 2019 and cash used in financing was $3.6 million for the quarter ended March 31, 2018. The primary inflow of cash for the quarter ended March 31, 2019 relates to borrowing on the Term Facility, partially offset by the repayment of the Prior Credit Facility.

Recent Accounting Pronouncements

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

Critical Accounting Policies and Significant Estimates

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

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

Forward-Looking Statements

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

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


•	competitive industry pressures;


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


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


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


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


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


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


•	our ability to generate net cash flow from operations;


•	our ability to obtain additional financing on acceptable terms;


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


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


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


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


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


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


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


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


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


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


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


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


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


•	the other factors discussed in the reports we file with or furnishes to the SEC from time to time, including the risks and important factors set forth in additional detail in Item 1A. “Risk Factors” in the 2018 Form 10-K.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

As of March 31, 2019, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. These controls and procedures were designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner to allow timely decisions regarding required disclosures. Based on this evaluation, including an evaluation of the rules referred to above in this Item 4, management has concluded that our disclosure controls and procedures were effective as of March 31, 2019.

Changes in Internal Controls over Financial Reporting

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

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

The information set forth in “Litigation” and "Export Compliance Matter" in Note 13 – Commitments and Contingencies to the Financial Statements in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors.

The Senior Credit Facility contains restrictive covenants, which could limit our business and financing activities.

On February 27, 2019, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Senior Credit Facility. The Senior Credit Facility includes customary covenants that impose restrictions on our business and financing activities, subject to certain exceptions or the consent of the lenders, including financial covenants, limitations on liens, limitations on the incurrence of debt and distributions, covenants to preserve corporate existence and comply with laws, and covenants regarding the use of proceeds of the Senior Credit Facility. Specifically, under the Senior Credit Facility, we are required to maintain a certain consolidated total leverage ratio and a minimum interest coverage ratio. Our ability to comply with these covenants, including the financial ratios, may be adversely affected by operational, economic, financial and industry conditions. A breach of any covenant or restriction contained in the Senior Credit Facility could result in a default. If any such default occurs, and we are not able to obtain a waiver or enter into an amendment to the Senior Credit Facility, the lenders may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. Further, following an event of default under the Senior Credit Facility, the lenders will have the right to proceed against the collateral granted to them to secure that debt. If the debt under the Senior Credit Facility were to be accelerated, our assets may not be sufficient to repay in full that debt that may become due as a result of that acceleration.

For more information regarding the restrictive covenants, including the financial covenants, included in the Senior Credit Facility, see Part II Item 9B in our Form 10-K.

There have been no other material changes to the risk factors as previously disclosed in the 2018 Form 10-K.

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

Recent Issuances of Unregistered Securities

None.

Issuer Purchases of Equity Securities

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



	Total number of shares (or units) purchased		Average price paid per share (or unit)
Shares delivered or withheld pursuant to restricted stock awards
January 1, 2019 - January 31, 2019	—		—
February 1, 2019 - February 28, 2019	12,291		13.22
March 1, 2019 - March 31, 2019	26,709		11.54
	39,000	(a)	12.07	(b)


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


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

Item 6. Exhibits.



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

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

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

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

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

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

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

10.1*	Transition Agreement between 3D Systems Corporation and John N. McMullen, dated as of March 14, 2019. (Incorporated by reference to Exhibit 10.1 to Registrant's current report on Form 8-K filed on March 14, 2019.)

31.1	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated May 7, 2019.

31.2	Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated May 7, 2019.

32.1	Certification of Principal Executive Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated May 7, 2019.

32.2	Certification of Principal Financial Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated May 7, 2019.

101.INS	XBRL Instance Document.

101.SCH	XBRL Taxonomy Extension Schema Document.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

* Management contract or compensatory plan or arrangement

SIGNATURE

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



	3D Systems Corporation

	By	/s/ John N. McMullen
		John N. McMullen
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)
		(duly authorized officer)

Date: May 7, 2019

March 31, 2019

Weighted-average remaining lease term

Weighted-average discount rate