3D Systems
DDD
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3D Systems - 10-Q quarterly report FY2011 Q3


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Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
   
þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
OR
   
o  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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
   
333 THREE D SYSTEMS CIRCLE  
ROCK HILL, SOUTH CAROLINA 29730
(Address of Principal Executive Offices) (Zip Code)
(803) 326-3900
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
       
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
(Do not check if smaller reporting company)
 Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No þ
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Shares of Common Stock, par value $0.001, outstanding as of October 21, 2011: 50,538,610
 
 

 

 


 


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PART I. — FINANCIAL INFORMATION
Item 1. 
Financial Statements.
3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
         
  September 30,  December 31, 
(in thousands, except par value) 2011  2010 
ASSETS
        
Current assets:
        
Cash and cash equivalents
 $72,617  $37,349 
Accounts receivable, net of allowance for doubtful accounts of $2,733 (2011) and $2,017 (2010)
  42,576   35,800 
Inventories, net of reserves of $2,165 (2011) and $2,205 (2010)
  27,841   23,811 
Prepaid expenses and other current assets
  2,434   1,295 
Current deferred income taxes
  2,975   1,874 
Restricted cash
  214   11 
 
      
Total current assets
  148,657   100,140 
Property and equipment, net
  28,704   27,669 
Intangible assets, net
  39,658   18,275 
Goodwill
  82,076   58,978 
Long-term deferred income taxes
  4,002    
Other assets, net
  3,833   3,738 
 
      
Total assets
 $306,930  $208,800 
 
      
LIABILITIES AND EQUITY
        
Current liabilities:
        
Current portion of capitalized lease obligations
 $155  $224 
Accounts payable
  25,457   26,556 
Accrued and other liabilities
  19,565   17,969 
Customer deposits
  3,183   2,298 
Deferred revenue
  11,189   10,618 
 
      
Total current liabilities
  59,549   57,665 
Long-term portion of capitalized lease obligations
  7,585   8,055 
Other liabilities
  10,233   9,961 
 
      
Total liabilities
  77,367   75,681 
 
      
Commitments and contingencies
      
Shareholders’ equity:
        
Preferred stock, authorized 5,000 shares, none issued
      
Common stock, $0.001 par value, authorized 60,000 shares; 50,842 (2011) and 46,948 (2010) issued
  51   23 
Additional paid-in capital
  255,555   186,252 
Treasury stock, at cost; 324 shares (2011) and 268 shares (2010)
  (215)  (189)
Accumulated deficit
  (30,536)  (57,925)
Accumulated other comprehensive income
  4,708   4,958 
 
      
Total equity
  229,563   133,119 
 
      
Total liabilities and equity
 $306,930  $208,800 
 
      
See accompanying notes to condensed consolidated financial statements.

 

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3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
                 
  Quarter Ended September 30,  Nine months Ended September 30, 
(in thousands, except per share amounts) 2011  2010  2011  2010 
Revenue:
                
Products
 $33,248  $28,742  $95,002  $75,783 
Services
  24,290   12,761   65,561   32,490 
 
            
Total revenue
  57,538   41,503   160,563   108,273 
 
            
Cost of sales:
                
Products
  16,010   14,765   45,732   38,381 
Services
  13,765   7,910   38,667   20,787 
 
            
Total cost of sales
  29,775   22,675   84,399   59,168 
 
            
Gross profit
  27,763   18,828   76,164   49,105 
 
            
Operating expenses:
                
Selling, general and administrative
  15,100   10,960   42,224   29,894 
Research and development
  3,872   2,708   9,737   7,979 
 
            
Total operating expenses
  18,972   13,668   51,961   37,873 
 
            
Income from operations
  8,791   5,160   24,203   11,232 
Interest and other expense (income), net
  654   (492)  465   342 
 
            
Income before income taxes
  8,137   5,652   23,738   10,890 
Provision for (benefit of) income taxes
  917   284   (3,677)  767 
 
            
Net income
 $7,220  $5,368  $27,415  $10,123 
 
            
Other comprehensive income
                
Unrealized gain (loss) on pension obligation
 $(5) $14  $  $(6)
Foreign currency translation gain (loss)
  (2,873)  1,831   (250)  557 
 
            
Comprehensive income
 $4,342  $7,213  $27,165  $10,674 
 
            
 
                
Net income per share — basic
 $0.14  $0.12  $0.55  $0.22 
 
            
Net income per share — diluted
 $0.14  $0.11  $0.54  $0.22 
 
            
See accompanying notes to condensed consolidated financial statements.

 

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3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
         
  Nine Months Ended September 30, 
(in thousands) 2011  2010 
Cash flows from operating activities:
        
Net income
 $27,415  $10,123 
Adjustments to reconcile net income to net cash provided by operating activities:
        
Provision for (benefit of) deferred income taxes
  (4,833)  212 
Depreciation and amortization
  7,402   5,355 
Provision for (recovery of) bad debts
  929   (118)
Share-based compensation
  1,827   1,057 
Loss on the disposition of property and equipment
  82   49 
Changes in operating accounts:
        
Accounts receivable
  (2,568)  (155)
Inventories
  (5,000)  (2,160)
Prepaid expenses and other current assets
  (293)  920 
Accounts payable
  (4,777)  (1,308)
Accrued liabilities
  37   1,892 
Customer deposits
  608   1,973 
Deferred revenue
  (1,106)  317 
Other operating assets and liabilities
  (940)  315 
 
      
Net cash provided by operating activities
  18,783   18,472 
 
      
Cash flows from investing activities:
        
Purchases of property and equipment
  (2,295)  (1,019)
Additions to license and patent costs
  (305)  (243)
Proceeds from disposition of property and equipment
     6 
Cash paid for acquisitions, net of cash assumed
  (44,830)  (9,086)
 
      
Net cash used in investing activities
  (47,430)  (10,342)
 
      
Cash flows from financing activities:
        
Proceeds from issuance of common stock
  62,054    
Proceeds from exercise of stock options and restricted stock
  2,378   262 
Repayment of capital lease obligations
  (172)  (159)
Restricted cash
  (189)   
 
      
Net cash provided by financing activities
  64,071   103 
 
      
Effect of exchange rate changes on cash
  (156)  665 
 
      
Net increase in cash and cash equivalents
  35,268   8,898 
 
      
Cash and cash equivalents at the beginning of the period
  37,349   24,913 
 
      
Cash and cash equivalents at the end of the period
 $72,617  $33,811 
 
      
Supplemental Cash Flow Information:
        
Interest payments
 $418  $442 
Income tax payments
  994   274 
Non-cash items:
        
Transfer of equipment from inventory to property and equipment, net(a)
  2,721   1,419 
Transfer of equipment to inventory from property and equipment, net(b)
  779   392 
Stock issued for acquisitions of businesses
  3,042   3,915 
 
   
(a) 
Inventory is transferred from inventory to property and equipment at cost when the Company requires additional machines for training, demonstration or short-term rentals.
 
(b) 
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. The machine is removed from inventory upon recognition of the sale.
See accompanying notes to condensed consolidated financial statements.

 

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3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
                                 
  Common Stock      Treasury Stock      Accumulated    
      Par  Additional              Other  Total 
      Value  Paid-in     Accumulated  Comprehensive  Shareholders’ 
(in thousands, except par value) Shares  $0.001  Capital  Shares  Amount  Deficit  Income  Equity 
Balance at December 31, 2010
  23,474  $23  $186,252   134  $(189) $(57,925) $4,958  $133,119 
Exercise of stock options
  200   (a)  2,154               2,154 
Issuance (repurchase) of restricted stock, net
  227   (a)  228   190   (26)        202 
Share-based compensation expense
  8      1,827               1,827 
Issuance of common stock
  1,495   2   62,052                62,054 
Issuance of stock for acquisitions
  110   (a)  3,042               3,042 
Common stock dividend
  25,328   26            (26)      
Net income
                 27,415      27,415 
Foreign currency translation adjustment
                    (250)  (250)
 
                        
Balance at September 30, 2011
  50,842  $51  $255,555   324  $(215) $(30,536) $4,708  $229,563 
 
                        
 
   
(a) 
Amounts not shown due to rounding.
See accompanying notes to condensed consolidated financial statements.

 

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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 its subsidiaries (collectively, the “Company”). 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 (“Form 10-K”) for the year ended December 31, 2010.
In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the quarter and nine months ended September 30, 2011 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 these estimates and assumptions.
Certain prior period amounts presented in the accompanying footnotes have been reclassified to conform to current year presentation.
The Company’s Board of Directors approved a two-for-one stock split, effected in the form of a 100% stock dividend, which was paid on May 18, 2011 to stockholders of record at the close of business on May 9, 2011. The Company’s stockholders received one additional share of common stock for each share of common stock owned. This did not change the proportionate interest that a stockholder maintained in the Company. All share and per share amounts set forth in this report, including earnings per share and the weighted average number of shares outstanding for basic and diluted earnings per share, for each respective period have been adjusted to reflect the two-for-one stock split.
All amounts presented in the accompanying footnotes are presented in thousands, except for per share information.
The Company has evaluated subsequent events from the date of the condensed consolidated balance sheet through the date of the filing of this Form 10-Q. During this period, no material recognizable subsequent events were identified. See Note 2 and Note 15 for a description of subsequent events that are not significant to the Company’s consolidated financial statements.
Recent Accounting Pronouncements
In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2011-8 (“ASU 2011-8), “Intangibles — Goodwill and Other (Topic 350).” ASU 2011-8 is intended to simplify the testing of goodwill for impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. ASU 2011-8 will become effective for fiscal years beginning after December 15, 2011, with early adoption permitted in limited circumstances. The standard will become effective for the Company in January 2012 and the adoption is not expected to have a significant impact on the Company’s consolidated financial statements.
No other new accounting pronouncements issued or effective during the third quarter of 2011 have had or are expected to have an impact on the Company’s consolidated financial statements.
(2) Acquisitions
In addition to the acquisitions previously disclosed, the Company completed acquisitions in the third quarter of 2011, which are discussed below.
On July 19, 2011, the Company acquired the assets of Alibre Inc. (“Alibre”), a provider of design productivity solutions. Alibre’s operations have been integrated into the Company and future revenue will be included in printers and other products and services revenue. The fair value of the consideration paid for this acquisition was $3,800, all of which was paid in cash and was allocated to the assets purchased and liabilities assumed based on the estimated fair values at the date of acquisition, and is included in the table below which summarizes third quarter 2011 acquisitions.

 

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On August 9, 2011, the Company acquired certain assets of Content Media, Inc. related to the Botmill printer (“Botmill”). Botmill is a manufacturer of desktop 3D printers, kits, materials and accessories. Botmill’s operations have been integrated into the Company and future revenue will be included in printers and other products revenue. The fair value of the consideration paid for this acquisition was $17, all of which was paid in cash, and was allocated to the assets purchased based on the estimated fair values at the date of acquisition, and is included in the table below which summarizes third quarter 2011 acquisitions.
Subject to the terms and conditions of the acquisition agreement, the sellers have the right to earn an additional amount up to a maximum of $1,000, pursuant to an earn-out formula set forth in the acquisition agreement, for a period of three years, which commenced on September 1, 2011. As of September 30, 2011, no accrued liability was recorded for the earnout. The Company will re-evaluate the earnout in future periods to determine if a liability is to be accrued.
On September 20, 2011, the Company acquired the shares of Formero Pty, Ltd. and its wholly-owned subsidiary XYZ Innovation (“Formero”). Formero, based in Australia, with an office in China, is a provider of on-demand custom parts services and a distributor of 3D printers. Formero’s operations have been integrated into the Company and included in services revenue and printers and other products revenue. The fair value of the consideration paid for this acquisition, net of cash acquired, was $5,838, all of which was paid in cash and was allocated to the assets purchased and liabilities assumed based on the estimated fair values at the date of acquisition, and is included in the table below which summarizes third quarter 2011 acquisitions.
Subject to the terms and conditions of the acquisition agreement, the sellers have the right to earn an additional amount of up to a maximum of approximately $2,012, based on the exchange rate at the date of acquisition, pursuant to an earn-out formula set forth in the acquisition agreement, for a period of three years, which commenced on October 1, 2011. As of September 30, 2011, an accrued liability of approximately $1,862, based on the exchange rate at the date of acquisition, was recorded for the earnout. The earnout was determined to be acquisition consideration and therefore is reflected as part of goodwill.
The amounts related to the acquisitions of these businesses were allocated to the assets acquired and the liabilities assumed and included in the Company’s condensed consolidated balance sheet at September 30, 2011 as follows:
     
(in thousands) 2011 
Fixed assets
 $1,100 
Intangible assets
  11,144 
Other assets, net of cash acquired and liabilities assumed
  (2,589)
 
   
Net assets acquired
 $9,655 
 
   
These acquisitions were not significant, either individually or in aggregate; therefore, no pro-forma financial information is provided for these acquisitions.
Subsequent acquisition
On October 4, 2011, the Company acquired the shares of Kemo Modelmakerij B.V. (“Kemo”). Kemo, based in The Netherlands, is a provider of on-demand custom parts services. The Company is in the process of integrating Kemo. The fair value of the consideration paid for this acquisition, net of cash acquired, was approximately $4,006, based on the exchange rate at the date of acquisition, all of which was paid in cash, and will be allocated to the assets purchased and liabilities assumed based on the estimated fair values at the date of acquisition. Due to the timing of this acquisition, at the time of this filing the Company is in the process of allocating the fair values of the assets purchased, liabilities assumed, and other intangibles identified as of the acquisition date, with any excess to be recorded as goodwill. Future revenue from this acquisition will be reported in services revenue. The Kemo acquisition is not significant to the Company’s consolidated financial statements.
(3) Inventories
Components of inventories, net at September 30, 2011 and December 31, 2010 were as follows:
         
(in thousands) 2011  2010 
Raw materials
 $7,848  $6,742 
Work in process
  631   195 
Finished goods and parts
  21,527   19,079 
 
      
Total
  30,006   26,016 
Less: Reserves
  (2,165)  (2,205)
 
      
Inventories, net
 $27,841  $23,811 
 
      

 

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(4) Property and Equipment
Property and equipment, net at September 30, 2011 and December 31, 2010 were as follows:
             
          Useful Life 
(in thousands, except years) 2011  2010  (in years) 
Land
 $541  $152   N/A 
Building
  9,204   9,574   25 
Machinery and equipment
  34,235   30,460   3-7 
Capitalized software — ERP
  3,143   3,143   5 
Office furniture and equipment
  3,152   3,051   5 
Leasehold improvements
  5,855   5,504  Life of lease
Rental equipment
  58   506   5 
Construction in progress
  1,893   980   N/A 
 
          
Total property and equipment
  58,081   53,370     
Less: Accumulated depreciation and amortization
  (29,377)  (25,701)    
 
          
Total property and equipment, net
 $28,704  $27,669     
 
          
Depreciation and amortization expense on property and equipment for the quarter and nine months ended September 30, 2011 was $1,547 and $4,596, respectively, compared to $1,644 and $4,511 for the quarter and nine months ended September 30, 2010.
(5) Intangible Assets
Intangible assets other than goodwill at September 30, 2011 and December 31, 2010 were as follows:
                         
  2011  2010 
      Accumulated          Accumulated    
(in thousands) Cost  Amortization  Net  Cost  Amortization  Net 
Licenses
 $5,875  $(5,875) $  $5,875  $(5,875) $ 
Patent costs
  16,311   (13,806)  2,505   16,296   (13,632)  2,664 
Acquired technology
  11,064   (10,367)  697   11,064   (10,304)  760 
Internally developed software
  17,847   (9,588)  8,259   9,984   (8,936)  1,048 
Customer relationships
  17,115   (1,110)  16,005   10,253   (300)  9,953 
Non-compete agreements
  8,552   (1,575)  6,977   3,875   (840)  3,035 
Trade names
  4,657   (137)  4,520   883   (68)  815 
Other
  1,923   (1,228)  695   974   (974)   
 
                  
Total
 $83,344  $(43,686) $39,658  $59,204  $(40,929) $18,275 
 
                  
For the nine months ended September 30, 2011 and 2010, the Company capitalized $305 and $243, respectively, of costs incurred to acquire, develop and extend patents in the United States and various other countries.
Amortization expense for intangible assets for the quarter and nine months ended September 30, 2011 was $855 and $2,806, respectively, compared to $282 and $844 for the quarter and nine months ended September 30, 2010.
Annual amortization expense for intangible assets for 2011, 2012, 2013, 2014 and 2015 is expected to be $4,002; $4,643; $4,622; $4,604 and $4,445, respectively.
(6) Accrued and Other Liabilities
Accrued liabilities at September 30, 2011 and December 31, 2010 were as follows:
         
(in thousands) 2011  2010 
Compensation and benefits
 $6,134  $6,786 
Vendor accruals
  2,262   2,259 
Accrued professional fees
  356   451 
Accrued taxes
  3,607   3,102 
Royalties payable
  260   439 
Accrued interest
  45   48 
Non-contractual obligation to repurchase
     27 
Contractual obligation due to acquisitions
  6,197   4,356 
Accrued other
  704   501 
 
      
Total
 $19,565  $17,969 
 
      

 

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Other liabilities at September 30, 2011 and December 31, 2010 were as follows:
         
(in thousands) 2011  2010 
Defined benefit pension obligation
 $3,386  $3,394 
Long-term tax liability
  804   756 
Earnouts related to acquisitions
  2,681   2,660 
Deferred tax liability
  3,189   3,134 
Other long-term liabilities
  173   17 
 
      
Total
 $10,233  $9,961 
 
      
(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,” therefore, all gains and losses (realized or unrealized) are recognized in “Interest and other expense (income), net” in the condensed consolidated statements of operations and comprehensive income. 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 and other liabilities on the condensed consolidated balance sheet.
There were no foreign currency contracts outstanding at September 30, 2011 or December 31, 2010.
The total foreign currency impact on the condensed consolidated statements of operations and comprehensive income for the quarter and nine months ended September 30, 2011 was a loss of $575 and a gain of $36, respectively, compared to gains of $681 and $140, respectively, for the quarter and nine months ended September 30, 2010.
(8) Share-based Compensation Plans
The Company records share-based compensation expense in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. The 2010 data below has been adjusted to reflect the two-for-one stock split, in the nature of a stock dividend, that the Company completed during the second quarter of 2011.
Share-based compensation expense for the quarter and nine months ended September 30, 2011 and 2010 was as follows:
                 
  Quarter Ended September 30,  Nine months Ended September 30, 
(in thousands) 2011  2010  2011  2010 
Restricted stock awards
 $593  $268  $1,827  $1,057 
 
            
The number of shares of restricted common stock awarded and the weighted average fair value per share during the quarter and nine months ended September 30, 2011 and 2010 were as follows:
                 
  Quarter Ended September 30, 
  2011  2010 
      Weighted Average      Weighted Average 
(in thousands, except per share amounts) Shares Awarded  Fair Value  Shares Awarded  Fair Value 
Restricted stock awards:
                
Granted under the 2004 Incentive Stock Plan
  46  $22.65   40  $6.58 
Granted under the 2004 Restricted Stock Plan for Non-Employee Directors
            
 
              
Total restricted stock awards
  46  $22.65   40  $6.58 
 
              

 

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  Nine months Ended September 30, 
  2011  2010 
      Weighted Average      Weighted Average 
(in thousands, except per share amounts) Shares Awarded  Fair Value  Shares Awarded  Fair Value 
Restricted stock awards:
                
Granted under the 2004 Incentive Stock Plan
  198  $20.49   144  $6.85 
Granted under the 2004 Restricted Stock Plan for Non-Employee Directors
  16   18.23   36   7.15 
 
              
Total restricted stock awards
  214  $20.32   180  $6.91 
 
              
In the nine months ended September 30, 2011, the Company granted restricted stock awards covering 198 shares of common stock pursuant to the Company’s 2004 Incentive Stock Plan. Of the 198 shares granted in the nine months ended September 30, 2011, 10 shares were awarded to executive officers of the Company. Additionally, of the 46 shares granted in the third quarter of 2011, 15 remained subject to acceptance at September 30, 2011. In the first nine months of 2010, the Company granted restricted stock awards covering 144 shares of common stock pursuant to the Company’s 2004 Incentive Stock Plan, none of which were awarded to executive officers of the Company.
In the third quarters of 2011 and 2010, the Company did not issue any shares of common stock pursuant to the Company’s 2004 Restricted Stock Plan for Non-Employee Directors. Stock compensation expense for directors totaled $0 and $300 for the quarter and nine months ended September 30, 2011, compared to $0 and $257 for the quarter and nine months ended September 30, 2010.
Effective April 1, 2011, the Board of Directors amended the 2004 Restricted Stock Plan for Non-Employee Directors to limit the value of any award of shares made to an eligible director to $50, valued on the date of the award.
(9) International Retirement Plan
The following table shows the components of net periodic benefit costs and other amounts recognized in the condensed consolidated statements of operations and comprehensive income for the quarter and nine months ended September 30, 2011 and 2010:
                 
  Quarter Ended September 30,  Nine months Ended September 30, 
(in thousands) 2011  2010  2011  2010 
Service cost
 $28  $24  $85  $74 
Interest cost
  31   22   95   70 
 
            
Total
 $59  $46  $180  $144 
 
            
(10) Earnings Per Share
The Company presents basic and diluted earnings per share (“EPS”) amounts. Basic EPS is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the applicable period. Diluted EPS is calculated by dividing net income by the weighted average number of common and common equivalent shares outstanding during the applicable period.
The following table reconciles basic weighted average outstanding shares to diluted weighted average outstanding shares for the quarter and nine months ended September 30, 2011 and 2010:
                 
  Quarter Ended September 30,  Nine months Ended September 30, 
(in thousands, except per share amounts) 2011  2010  2011  2010 
Numerator:
                
Net income — numerator for basic net earnings per share
 $7,220  $5,368  $27,415  $10,123 
Add: Effect of dilutive securities
                
Stock options and other equity compensation
            
 
            
Numerator for dilutive earnings per share
 $7,220  $5,368  $27,415  $10,123 
 
            
 
Denominator:
                
Weighted average shares — denominator for basic net earnings per share
  50,450   46,294   49,455   46,020 
Add: Effect of dilutive securities
                
Stock options and other equity compensation
  952   588   1,020   584 
 
            
Denominator for dilutive earnings per share
  51,402   46,882   50,475   46,604 
 
            
Earnings per share
                
Basic
 $0.14  $0.12  $0.55  $0.22 
 
            
Diluted
 $0.14  $0.11  $0.54  $0.22 
 
            
Unexercised employee stock options excluded from diluted earnings per share (1)
     280      266 
 
   
(1) 
The average outstanding diluted shares calculation excludes options with an exercise price that exceeds the average market price of shares during the period, since the effect of their inclusion would have been anti-dilutive resulting in an increase to the net earnings per share.

 

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(11) Fair Value Measurements
ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which 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 foreign exchange contracts. 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 September 30, 2011 
(in thousands) Level 1  Level 2  Level 3  Total 
Cash equivalents (1)
 $37,692  $  $  $37,692 
 
            
 
   
(1) 
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.
The Company did not have any transfers of assets and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy during the quarter or nine months ended September 30, 2011.
In addition to the financial assets included in the above table, certain of our non-financial assets and liabilities are to be initially measured at fair value on a non-recurring basis. This includes items such as non-financial assets and liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods) and non-financial, long-lived assets measured at fair value for an impairment assessment. In general, non-financial assets and liabilities including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when impairment is recognized. The Company has not recorded any impairments related to such assets and has had no other significant non-financial assets or non-financial liabilities requiring adjustments or write-downs to fair value as of September 30, 2011 or December 31, 2010.
(12) Income Taxes
The Company’s effective tax rates were 11.3% and (15.5)% for the quarter and nine months ended September 30, 2011, respectively, compared to 5.0% and 7.0% for the quarter and nine months ended September 30, 2010, respectively.
In conjunction with the Company’s ongoing review of its actual results and anticipated future earnings, the Company assesses the possibility of releasing the valuation allowance remaining on its U.S. net deferred tax assets. During the second quarter of 2011, based upon recent results of operations and expected profitability in the future, the Company concluded that is more likely than not that a portion of the U.S. net deferred tax assets will be realized. As a result, in accordance with ASC 740, the Company reversed $17,000 of the valuation allowance applied to U.S. net deferred tax assets. The reversal of the valuation allowance resulted in a non-cash income tax benefit of $6,221. There were no releases during the quarter ended September 30, 2011. As of September 30, 2011, the Company has a valuation allowance remaining on its U.S. net deferred tax assets of $17,098.

 

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Tax years 2007 to 2010 remain subject to examination by the U.S. Internal Revenue Service. The Company has utilized a portion of its U.S. loss carryforwards covering the years 1997 through 2003. Should the Company utilize any of its remaining losses, which date back to 2003, these would be subject to examination. The Company files income tax returns (which are open to examination beginning in the year shown in parentheses) in France (2005), Germany (2006), Japan (2005), Italy (2005), Switzerland (2005) and the United Kingdom (2007).
(13) Segment Information
The Company operates in one reportable business segment. The Company conducts its business through subsidiaries in the United States, a subsidiary in Switzerland that operates a research and production facility, and sales and services offices, including custom parts services, operated by subsidiaries in Europe (France, Germany, Italy, The Netherlands and the United Kingdom) and in Asia-Pacific (Australia, China and Japan). 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.”
Summarized financial information concerning the Company’s geographical operations is shown in the following tables:
                 
  Quarter Ended September 30,  Nine months Ended September 30, 
(in thousands) 2011  2010  2011  2010 
Revenue from unaffiliated customers:
                
United States
 $31,679  $18,146  $83,165  $49,690 
Germany
  8,288   5,773   23,330   17,091 
Other Europe
  12,061   11,037   33,701   25,860 
Asia Pacific
  5,510   6,547   20,367   15,632 
 
            
Total
 $57,538  $41,503  $160,563  $108,273 
 
            
The Company’s revenues from unaffiliated customers by type are as follows:
                 
  Quarter Ended September 30,  Nine months Ended September 30, 
(in thousands) 2011  2010  2011  2010 
Printers and other products
 $14,791  $14,506  $44,519  $33,961 
Print materials
  18,457   14,236   50,483   41,822 
Services
  24,290   12,761   65,561   32,490 
 
            
Total revenue
 $57,538  $41,503  $160,563  $108,273 
 
            
Intercompany sales are as follows:
                     
  Quarter Ended September 30, 2011 
  Intercompany Sales to 
  United      Other  Asia    
(in thousands) States  Germany  Europe  Pacific  Total 
United States
 $  $3,968  $2,270  $681  $6,919 
Germany
  8      1,063      1,071 
Other Europe
  3,524      7      3,531 
Asia Pacific
               
 
               
Total
 $3,532  $3,968  $3,340  $681  $11,521 
 
               
                     
  Quarter Ended September 30, 2010 
  Intercompany Sales to 
  United      Other  Asia    
(in thousands) States  Germany  Europe  Pacific  Total 
United States
 $  $2,526  $3,917  $598  $7,041 
Germany
  29      540      569 
Other Europe
  2,079   (169)  (26)     1,884 
Asia Pacific
               
 
               
Total
 $2,108  $2,357  $4,431  $598  $9,494 
 
               
                     
  Nine months Ended September 30, 2011 
  Intercompany Sales to 
  United      Other  Asia    
(in thousands) States  Germany  Europe  Pacific  Total 
United States
 $  $11,265  $6,222  $2,812  $20,299 
Germany
  118      2,466      2,584 
Other Europe
  9,396   1   19      9,416 
Asia Pacific
               
 
               
Total
 $9,514  $11,266  $8,707  $2,812  $32,299 
 
               

 

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  Nine months Ended September 30, 2010 
  Intercompany Sales to 
  United      Other  Asia    
(in thousands) States  Germany  Europe  Pacific  Total 
United States
 $  $9,671  $8,296  $1,982  $19,949 
Germany
  263      2,777      3,040 
Other Europe
  6,243   52   1      6,296 
Asia Pacific
  34            34 
 
               
Total
 $6,540  $9,723  $11,074  $1,982  $29,319 
 
               
All revenue between geographic areas is recorded at prices that provide for an allocation of profit between entities. Income from operations and assets for each geographic area are as follows:
                 
  Quarter Ended September 30,  Nine months Ended September 30, 
(in thousands) 2011  2010  2011  2010 
Income from operations:
                
United States
 $5,840  $2,295  $12,975  $4,413 
Germany
  158   190   985   691 
Other Europe
  1,247   378   3,880   1,280 
Asia Pacific
  1,556   2,101   6,327   4,481 
 
            
Subtotal
  8,801   4,964   24,167   10,865 
Inter-segment elimination
  (10)  196   36   367 
 
            
Total
 $8,791  $5,160  $24,203  $11,232 
 
            
         
  September 30,  December 31, 
(in thousands) 2011  2010 
Assets:
        
United States
 $197,506  $113,249 
Germany
  14,624   17,231 
Other Europe
  71,814   67,790 
Asia Pacific
  22,986   10,530 
 
      
Total
 $306,930  $208,800 
 
      
(14) Commitments and Contingencies
The Company leases office space and certain furniture and fixtures under various non-cancelable operating leases. Rent expense under operating leases was $652 and $1,921 for the quarter and nine months ended September 30, 2011, respectively, compared to $203 and $584 for the quarter and nine months ended September 30, 2010, respectively.
As of September 30, 2011, the Company has supply commitments with third party assemblers for printer assemblies for 2011 that total $9,146.
For certain of our recent acquisitions, the Company is obligated for the payment of deferred purchase price totaling $3,720, based upon the exchange rate at the date of acquisition, all of which is due in 2011. As of September 2010, the Company had obligations for the payment of deferred purchase price for certain acquisitions totaling $315. Certain of these acquisitions also contain earnout provisions under which the sellers of the acquired businesses can earn additional amounts. The total liabilities recorded for these earnouts as of September 30, 2011 was $5,158 and is included in other liabilities. As of September 30, 2010, the Company had no liabilities recorded for earnouts related to acquisitions. See Note 2 for details of acquisitions and related commitments.
Litigation
On March 14, 2008, DSM Desotech Inc. filed a complaint, in an action titled DSM Desotech Inc. v. 3D Systems Corporation and 3D Systems, Inc. in the United States District Court for the Northern District of Illinois (Eastern Division), asserting that the Company engaged in anticompetitive behavior with respect to resins used in certain stereolithography machines. The complaint further asserted that the Company is infringing on two of DSM Desotech’s patents relating to stereolithography machines. DSM Desotech subsequently filed two amendments to its complaint in which it reasserted its original causes of action or asserted additional causes of action. The Company filed answers to DSM Desotech’s complaints in which, among other things, it denied the material allegations of the complaints. On July 20, 2010, the Court issued a decision relating to the construction of the claims of the patents-in-suit following the Markman hearing held on September 16, 2009. In that decision, the Court generally adopted the claim constructions proposed by the Company.

 

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Fact discovery regarding the claims pending in this case concluded January 31, 2011, and this case remains in the pre-trial stage.
The Company understands that DSM Desotech estimates the damages associated with its claims to be in excess of $40,000. The Company intends to continue vigorously contesting all the claims asserted by DSM Desotech.
The Company has been pursuing patent infringement litigation against EnvisionTec, Inc. and certain of its related companies since 2005. In this litigation, the Company asserted that EnvisionTec infringed the Company’s patents covering various three-dimensional solid imaging products and methods for creating physical three-dimensional models of an object and has sought injunctive relief and damages. EnvisionTec’s Perfactory machine and Vanquish machine (the Vanquish is now marketed as the PerfactoryXede and PerfactoryXtreme) are the two products accused of patent infringement.
A jury trial was held in September 2010. Following that trial, the jury issued a verdict to the effect that EnvisionTec’s Vanquish machines infringe one of the Company’s patents, and the Court entered judgment on that verdict on October 7, 2010. On March 10, 2011, the Court issued a second amended judgment to the effect that EnvisionTec’s Perfactory and Vanquish machines infringe one patent and its Vanquish machines infringe a second patent.
On April 7, 2011, EnvisionTec filed a Notice of Appeal with the United States Court of Appeals for the Federal Circuit, which granted the Company’s motion to dismiss that appeal on August 17, 2011. On October 6, 2011, the Court entered a third amended judgment declaring that the judgment of infringement referred to above is a final judgment. On October 13, 2011, the Court denied Envisiontec’s motion to stay damages discovery, and damages discovery is underway. The Company intends to pursue claims for damages against EnvisionTec.
On July 14, 2010, MSK K.K., a Japanese company, filed a complaint against the Company’s Japanese subsidiary in the Tokyo District Court asserting, among other things, that the Company’s subsidiary failed to satisfy certain alleged performance guarantees associated with the use of certain materials in two printers purchased from the Company in 2007.
The plaintiff is seeking damages in excess of $1,600. The Company intends to continue to vigorously contest the claims asserted by MSK K.K.
The Company is also involved in various other legal matters incidental to its business. The Company’s management believes, after consulting with counsel, that the disposition of these other matters will not have a material effect on the Company’s consolidated results of operations or consolidated financial position.
(15) Subsequent Events
On October 4, 2011, the Company acquired Kemo Modelmakerij B.V. (“Kemo”). Future revenue from this acquisition will be reported in services revenue. The Kemo acquisition is not significant to the Company’s financial statements. See Note 2.
In October, the Company held a Special Meeting of Stockholders of 3D Systems Corporation. At the special meeting stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 60,000 shares to 120,000 shares. The newly authorized shares of Common Stock would be issuable for any proper corporate purpose, including future acquisitions, capital-raising or financing transactions involving Common Stock, convertible securities or other equity securities, stock splits, stock dividends and current or future equity compensation plans. These additional shares will provide the Company the flexibility to issue shares for future corporate needs without potential expense or delay incident to obtaining stockholder approval for any particular issuance.

 

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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 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” and “Cautionary Statements and Risk Factors” 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
We are a global provider of three-dimensional (“3D”) content-to-print solutions including personal, professional and production 3D printers, print materials, on-demand custom parts services and creative content development, design productivity tools and curation services and downloads. Our integrated solutions enable complex three-dimensional objects to be produced directly from 3D digital data without tooling, greatly reducing the time and cost required to produce prototypes or customized production parts. Through our custom parts services, which consist of our 3Dproparts™ and Quickparts® brands, we supply a wide variety of custom-made plastic and metal parts as well as assembly and production jigs, fixtures and casting patterns in different finishes and colors through a growing network of custom parts service locations.
Our consolidated revenue is derived primarily from the sale of our printers, the sale of the related print materials used by the printers to produce solid objects and the provision of printer services and custom parts services to our customers.
Recent Developments
In 2011, we have continued to execute on our strategic initiatives, including growing our custom parts services, through additional acquisitions and organic growth, accelerating personal and professional 3D printer penetration by expanding our distribution channel of reseller partners, and growing healthcare solutions revenue. We also began to execute on our initiative to build 3D consumer content products and services through acquisitions and organic growth.
In July, we acquired Alibre, Inc., a provider of 3D design productivity solutions, including a suite of parametric CAD solutions that are easy to own and simple to use for makers and designers.
In August, we acquired certain assets of Content Media Inc., related to Botmill printers (“Botmill”). Botmill is a maker of affordable personal 3D printers and printer kits that print real plastic parts.
In September, we acquired Formero Pty, Ltd. and its wholly owned subsidiary XYZ Innovation. Formero, based in Melbourne, Australia, is a provider of on-demand custom parts services and a distributor of 3D printers. In addition, Fomero has an office located in China to support procurement for its custom parts services.
In September, we introduced two new personal 3D printers: the 3DTouch™ and the ProJet™ 1500. The 3DTouch™ features multiple print heads for color and material choices, an intuitive touchscreen and USB storage. The ProJet™ 1500 is an affordable, high resolution personal 3D printer that prints plastic parts in six different colors and is network ready with email notification capabilities and a web browser interface.
In October, we acquired Kemo Modelmakerij B.V. (“Kemo”). Kemo, based in Budel, The Netherlands, is a provider of custom parts services.
In October, we held a Special Meeting of Stockholders of 3D Systems Corporation. At the special meeting stockholders approved an amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock from 60 million shares to 120 million shares. The newly authorized shares of Common Stock would be issuable for any proper corporate purpose, including future acquisitions, capital-raising or financing transactions involving Common Stock, convertible securities or other equity securities, stock splits, stock dividends and current or future equity compensation plans. These additional shares will provide us the flexibility to issue shares for future corporate needs without potential expense or delay incident to obtaining stockholder approval for any particular issuance.
In October, we introduced Visijet®clear print material that meets the requirements of USP class VI for plastics and is designed for advanced medical and dental applications.

 

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Results of Operations
Summary of 2011 financial results
Our operating activities generated $18.8 million of net cash in the first nine months of 2011, which is discussed in greater detail below. We used $47.4 million to fund our strategic investing activities, including acquisitions of businesses. Financing activities during the nine months ended September 30, 2011 provided $64.1 million of cash, including $62.1 million from our common stock offering. We finished the period with $72.6 million of unrestricted cash compared to $37.3 million of unrestricted cash at December 31, 2010.
During the third quarter of 2011 we reported increases in revenue and profit compared to the third quarter of 2010 as our worldwide business continued to expand. Revenue for the third quarter of 2011 improved by 38.6% to $57.5 million from $41.5 million for the third quarter of 2010. Revenue increased across all classes of products and services, led by a $10.3 million, or 194.6%, increase in custom parts services revenue and a $4.2 million or 29.6% increase in materials revenue. Higher revenue, coupled with improved gross profit margins, enabled us to achieve net income of $7.2 million for the third quarter of 2011, compared to $5.4 million in the same period of 2010. Revenue for the nine months ended September 30, 2011 increased 48.3% to $160.6 million from $108.3 million in 2010, and net income increased 170.8% to $27.4 million from $10.1 million for 2010 for primarily the same reasons.
Printer revenue rose by $0.3 million from $14.5 million in the third quarter of 2010 to $14.8 million in the third quarter of 2011. The increase in printer revenue reflects a continued shift in printer mix toward personal and professional printer sales.
Print materials sales for the third quarter of 2011 rose by $4.2 million from the third quarter of 2010 from continued expansion of printers installed over past periods and increased revenue from integrated materials.
Revenue from services improved by $11.5 million to $24.3 million in the third quarter of 2011 from $12.8 million in the third quarter of 2010. This increase in services revenue reflects revenue from our custom parts services and increased revenue from printer service components, both from organic growth and acquisitions. Service revenue from custom parts services was $15.6 million, or 64.4%, of total services revenue for the third quarter of 2011.
For the third quarter of 2011, healthcare revenue was $7.2 million, or 13%, of our total revenue, compared to $6.0 million, or 14%, in the third quarter of 2010. Healthcare solutions revenue includes sales of printers, print materials, and services for hearing aid, dental, medical device and other health-related applications. Printer sales into these marketplaces can fluctuate from period to period due to timing; 59% of revenue from healthcare applications was from recurring revenue in the third quarter of 2011 compared to 60% in the third quarter of 2010.
Our higher gross profit in the third quarter and first nine months of 2011 arose primarily from our higher level of revenue coupled with cost containment. Our gross profit margin increased to 48.3% in the third quarter of 2011 from 45.4% in the third quarter of 2010 due to increased revenue and overhead absorption, partially offset by lower margin personal and professional printers making up a higher percentage of printer sales, an unfavorable mix of production printers and custom parts services making up a higher percentage of revenue at a lower margin.
Our total operating expenses increased by $5.3 million in the third quarter of 2011 to $19.0 million from $13.7 million in the third quarter of 2010. The increase reflected higher selling, general and administrative expenses primarily related to higher commissions, staffing from our acquisitions and increased legal expenses associated with litigation and acquisitions. The increase also reflected a $1.2 million increase in research and development expenses related to new product launches and spending related to our 3D content and consumer solutions development. We expect to continue to manage expenses and drive down our costs where possible without impairing our ability to operate and service our customers. We expect our SG&A expenses for the remainder of 2011 to be in the range of $15.5 to $16.5 million, and our research and development expenses to be in the range of $3.5 million to $4.0 million.
Our operating income for the third quarter of 2011 increased to $8.8 million from $5.2 million in the third quarter of 2010. This improvement in operating income resulted from higher revenues and gross profit, partially offset by higher operating expenses, as further discussed below.

 

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Results of Operations — Third Quarter Comparisons
Third quarter comparison of revenue by class of product and service
Table 1 sets forth our change in revenue by class of product and service for the third quarter of 2011 compared to the third quarter of 2010:
Table 1
                                 
  Printers and          
  Other          
(Dollars in thousands) Products  Print Materials  Services  Totals 
Revenue — 3rd quarter 2010
 $14,506   35.0% $14,236   34.3% $12,761   30.7% $41,503   100%
 
                            
Change in revenue:
                                
Volume
                                
Core products and services
  (236)  (1.6)  3,048   21.4   10,459   82.0   13,271   32.0 
New products and services
  1,547   10.7   114   0.8   473   3.7   2,134   5.1 
Price/Mix
  (1,292)  (8.9)  312   2.2         (980)  (2.4)
Foreign currency translation
  266   1.8   747   5.2   597   4.7   1,610   3.9 
 
                        
Net change
  285   2.0   4,221   29.6   11,529   90.4   16,035   38.6 
 
                            
Revenue — 3rd quarter 2011
 $14,791   25.7% $18,457   32.1% $24,290   42.2% $57,538   100%
 
                            
We earn revenues from the sale of printers and other products, print materials and services. On a consolidated basis, revenue for the third quarter of 2011 increased by $16.0 million, or 38.6%, compared to the third quarter of 2010 as a result of the factors discussed below. Our organic growth rate was 11.7% for the third quarter of 2011.
The increase in revenue from printers and other products that is due to volume for the third quarter of 2011 compared to the third quarter of 2010 was the result of higher sales of personal and professional printers, partially offset by lower production printer revenue. Revenue from printers and other products consisted of:
  
Production printers, which represented $7.8 million, or 53%, of total printers revenue for the third quarter of 2011, compared to $9.0 million, or 62%, for the third quarter of 2010;
  
Personal and professional printers, which made up the remaining $7.0 million, or 47%, in the third quarter of 2011, compared to $5.5 million, or 38%, in the third quarter of 2010.
Due to the relatively high list price of our production printers, our customers’ purchasing decisions may have a longer lead time. Combined with the overall low unit volume of production printers sales in any particular period, the acceleration or delay of orders and shipments of a small number of production printers from one period to another can significantly affect revenue reported for our printers sales for the period involved. Revenue reported for printers sales in any particular period is also affected by revenue recognition rules prescribed by generally accepted accounting principles.
Revenue from print materials was higher as a result of continued expansion of printers installed over past periods and a 112.8% increase in integrated print materials revenue. Sales of integrated print materials represented 53% of total materials revenue in the third quarter of 2011 compared to 32% in the third quarter of 2010.
The increase in services revenue reflects revenue from our custom parts services and increased revenue from printer service components, both from organic growth and acquisitions. Service revenue from custom parts services was $15.6 million, or 64.4%, of total service revenue for the third quarter of 2011.
At September 30, 2011 our backlog was $11.3 million, compared to backlogs of $7.6 million at December 31, 2010 and $7.0 million at September 30, 2010. Production and delivery of our printers is generally not characterized by long lead times. The higher backlog at September 30, 2011 includes an order for multiple printers for future delivery. Additionally, custom parts services lead time and backlog depend on whether orders are for rapid prototyping or longer-range production runs. The backlog at September 30, 2011 includes $6.3 million of custom parts services orders.
In addition to changes in sales volumes, there are two other primary drivers of changes in revenues from one period to another: the combined effect of changes in product mix and average selling prices, sometimes referred to as price and mix effects, and 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. Among these changes are changes in the product mix of our materials and our printers as the trend toward smaller, lower-priced printers has continued and the influence of new printers and print materials on our operating results has grown.

 

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Change in third quarter revenue by geographic region
Each geographic region contributed to our higher level of revenue in the third quarter of 2011. Table 2 sets forth the change in revenue by geographic area for the third quarter of 2011 compared to the third quarter of 2010:
Table 2
                                 
(Dollars in thousands) U.S.  Europe  Asia-Pacific  Totals 
Revenue — 3rd quarter 2010
 $18,146   43.7% $16,810   40.5% $6,547   15.8% $41,503   100%
 
                            
Change in revenue:
                                
Volume
  14,353   79.1   635   3.8   417   6.4   15,405   37.1 
Price/Mix
  (820)  (4.5)  1,510   9.0   (1,671)  (25.5)  (981)  (2.4)
Foreign currency translation
        1,394   8.3   217   3.3   1,611   3.9 
 
                        
Net change
  13,533   74.6   3,539   21.1   (1,037)  (15.8)  16,035   38.6 
 
                            
Revenue — 3rd quarter 2011
 $31,679   55.0% $20,349   35.4% $5,510   9.6% $57,538   100%
 
                            
Revenue from U.S. operations increased by $13.6 million, or 74.6%, to $31.7 million in 2011 from $18.1 million in the third quarter of 2010. The increase was due to higher volume partially offset by the unfavorable combined effect of price and mix due to the higher proportion of sales from personal and professional printers.
Revenue from non-U.S. operations for the third quarter of 2011 increased by $2.5 million, or 10.7%, to $25.9 million from $23.4 million for the third quarter of 2010. Revenue from non-U.S. operations as a percent of total revenue was 45.0% and 56.3%, respectively, for the third quarters of 2011 and 2010. The increase in non-U.S. revenue, excluding the effect of foreign currency translation, was 3.8% in the third quarter of 2011.
Revenue from European operations increased by $3.5 million, or 21.1%, to $20.3 million from $16.8 million in the prior year period. This increase was due to a $0.6 million increase in volume, a $1.4 million favorable impact of foreign currency translation and a $1.5 million favorable combined effect of price and mix.
Revenue from Asia-Pacific operations decreased by $1.0 million, or 15.8%, to $5.5 million from $6.5 million in the prior year period. This decrease was due to a $1.7 million unfavorable combined effect of price and mix, partially offset by a favorable $0.4 million increase in volume and a $0.2 million favorable impact of foreign currency translation.
Gross profit and gross profit margins — third quarter
Table 3 sets forth gross profit and gross profit margin for our products and services for the third quarters of 2011 and 2010:
Table 3
                 
  Quarter Ended September 30, 
  2011  2010 
     Gross     Gross 
  Gross  Profit  Gross  Profit 
(Dollars in thousands) Profit  Margin  Profit  Margin 
Printers and other products
 $5,257   35.5% $5,261   36.3%
Print materials
  11,981   64.9   8,716   61.2 
Services
  10,525   43.3   4,851   38.0 
 
              
Total
 $27,763   48.3% $18,828   45.4%
 
              
On a consolidated basis, gross profit for the third quarter of 2011 increased by $9.0 million to $27.8 million from $18.8 million in the third quarter of 2010, primarily as a result of higher sales from all revenue categories and an increase in our gross profit margin.
Consolidated gross profit margin for the third quarter of 2011 increased 2.9 percentage points to 48.3% from 45.4% in 2010. The higher gross profit margin reflected improvements in print materials and custom parts services gross profit margin, partially offset by a higher portion of printer sales of lower margin personal and professional printers.
Printers and other products gross profit was flat at $5.3 million for the third quarter of 2011 from 2010. Gross profit margin for printers decreased by 0.8 percentage points to 35.5% from 36.3% in the 2010 quarter. Gross profit and gross profit margin were negatively impacted by increased sales of our lower margin personal and professional printers.
Print materials gross profit for the third quarter of 2011 increased by $3.3 million, or 37.5%, to $12.0 million from $8.7 million for the third quarter of 2010, and gross profit margin for print materials increased by 3.7 percentage points to 64.9% from 61.2% in the 2010 quarter, primarily due to the favorable shift in the mix of materials.

 

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Gross profit for services for the third quarter of 2011 increased by $5.6 million, or 116.9%, to $10.5 million from $4.9 million for the 2010 quarter, and gross profit margin for services increased by 5.3 percentage points to 43.3% from 38.0% in the 2010 quarter. The increase in gross profit was due primarily to higher levels of revenue associated with our custom parts services. The increase in gross profit margin for services is primarily due to expanded gross profit on custom parts services from increased synergies from the integration of acquired custom parts services compared to the 2010 quarter. Custom parts services had a gross profit margin of 42.4% for the third quarter of 2011 compared to 26.1% for 2010. Printer services had a gross profit margin of 42.8% compared to 46.5% for the third quarter of 2010 and 47.2% for the second quarter of 2011.
Operating expenses
As shown in Table 4, total operating expenses increased by $5.3 million, or 38.8%, to $19.0 million in the third quarter of 2011 from $13.7 million in the third quarter of 2010. This increase was due to higher selling, general and administrative expenses and higher research and development expenses, which are discussed below.
Table 4
                 
  Quarter Ended September 30, 
  2011  2010 
      %      % 
(Dollars in thousands) Amount  Revenue  Amount  Revenue 
Selling, general and administrative expenses
 $15,100   26.2% $10,960   26.4%
Research and development expenses
  3,872   6.7   2,708   6.5 
 
            
Total operating expenses
 $18,972   32.9% $13,668   32.9%
 
            
Selling, general and administrative expenses increased by $4.1 million to $15.1 million in the third quarter of 2011 compared to $11.0 million in the third quarter of 2010, but decreased to 26.2% of revenue in 2011, compared to 26.4% for 2010. The increase was due primarily to a $1.4 million increase in compensation costs due to commissions on higher revenues and operating costs of acquired businesses. SG&A expenses were also impacted by a $0.8 million increase in litigation expenses, $0.3 million of acquisition related expenses, a $0.6 million increase in amortization expense from acquired intangibles and a $0.3 million increase in bad debt expense.
Research and development expenses increased by $1.2 million, or 43.0%, to $3.9 million in the third quarter of 2011 from $2.7 million in the third quarter of 2010, principally due to a $0.6 million increase in compensation expense and a $0.3 million increase in R&D materials expense in 2011, both due to expansion of our consumer solutions initiative and to new product development.
Income from operations
Our income from operations of $8.8 million for the third quarter of 2011 improved from $5.2 million of income from operations in the third quarter of 2010. See Gross profit and gross profit margins and Operating expenses above.
The following table sets forth operating income by geographic area for the third quarters of 2011 and 2010:
Table 5
         
  Quarter Ended September 30, 
(Dollars in thousands) 2011  2010 
Income from operations
        
United States
 $5,840  $2,295 
Germany
  158   190 
Other Europe
  1,247   378 
Asia Pacific
  1,556   2,101 
 
      
Subtotal
  8,801   4,964 
Inter-segment elimination
  (10)  196 
 
      
Total
 $8,791  $5,160 
 
      
With respect to the U.S., in 2011 and 2010, the changes in operating income by geographic area reflected the same factors discussed above in Gross profit and gross profit margins and Operating expenses.
As most of our operations outside the U.S. are conducted through sales and marketing subsidiaries, the changes in operating income in our operations outside the U.S. in 2011 and 2010 resulted primarily from changes in transfer pricing, which is a function of revenue levels.

 

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Interest and other expense (income), net
Interest and other expense (income), net was $0.7 million of expense, net in the third quarter of 2011 compared with $0.5 million of income, net in the 2010 quarter. The $0.7 million expense, net in the third quarter of 2011 reflected foreign exchange losses of $0.6 million and $0.1 million of interest expense, partially offset by a nominal amount of other interest and other income.
Interest and other expense (income), net was $0.5 million of income, net in the third quarter of 2010 reflecting $0.7 million of foreign exchange gain and an insignificant amount of interest income, partially offset by $0.1 million of interest expense, and $0.1 million of other expense.
Provision for (benefit of) income taxes
We recorded a $0.9 million provision for income taxes in the third quarter of 2011 and a $0.3 million provision for income taxes in the third quarter of 2010. Our provision for income taxes in both periods primarily reflects tax expense associated with income taxes in non-U.S. jurisdictions.
We utilized reserved U.S. net operating loss carryforwards to eliminate current U.S. income taxes. Due to our U.S. net operating loss carryforwards, our rate of cash taxes was 2.6 percent of taxable income.
In conjunction with our ongoing review of actual results and anticipated future earnings, we periodically reassess the possibility of releasing the valuation allowance remaining on our U.S. net deferred tax assets. During the third quarter of 2011, we did not reverse any of the valuation allowance applied to the U.S. net deferred tax assets. Based upon this ongoing assessment, a release of the valuation allowance may occur during subsequent periods. The required accounting for the release could involve significant tax amounts and it would impact earnings in the quarter in which it was deemed appropriate to release the reserve.
Net income
Our net income for the third quarter of 2011 increased $1.8 million to $7.2 million compared to $5.4 million in the third quarter of 2010. The principal reasons for the improvement, which are discussed in more detail above, were:
 the $3.6 million improvement in our operating income; partially offset by
 the $1.2 million increase in interest and other expense (income), net; and
 the $0.6 million increase in tax expense.
For the quarter ended September 30, 2011, average common shares for basic and diluted earnings per share were 50.5 million and 51.4 million, respectively, and basic and diluted earnings per share were $0.14. For the quarter ended September 30, 2010, average common shares for basic and diluted earnings per share were 46.3 million and 46.9 million, respectively, and basic and diluted earnings per share were $0.12 and $0.11, respectively.
Results of Operations — Nine Month Comparisons
Nine month comparison of revenue by class of product and service
Table 6 sets forth our change in revenue by class of product and service for the first nine months of 2011 compared to the same period of 2010:
Table 6
                                 
  Printers and          
  Other          
(Dollars in thousands) Products  Print Materials  Services  Totals 
Revenue — nine months 2010
 $33,961   31.4% $41,822   38.6% $32,490   30.0% $108,273   100.0%
 
                            
Change in revenue:
                                
Volume
                                
Core products and services
  (1,101)  (3.2)  5,136   12.3   29,591   91.1   33,626   31.1 
New products and services
  11,708   34.5   777   1.9   2,070   6.4   14,555   13.4 
Price/Mix
  (1,199)  (3.5)  846   2.0         (353)  (0.3)
Foreign currency translation
  1,150   3.4   1,902   4.5   1,410   4.3   4,462   4.1 
 
                        
Net change
  10,558   31.2   8,661   20.7   33,071   101.8   52,290   48.3 
 
                            
Revenue — nine months 2011
 $44,519   27.7% $50,483   31.4% $65,561   40.9% $160,563   100%
 
                            

 

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We generate revenues from the sale of printers and other products, print materials and services. On a consolidated basis, revenue for the first nine months of 2011 increased by $52.3 million, or 48.3%, compared to the first nine months of 2010 as a result of improvements in each revenue category. Our organic growth rate was 19.5% for the nine months ended September 30, 2011.
The increase in revenue from printers and other products is due primarily to volume of new products for the first nine months of 2011 compared to the same period of 2010. Revenue from printers and other products consisted of:
  
Production printers, which represented $25.1 million, or 56%, of total printer revenue for the first nine months of 2011, compared to $19.2 million, or 57%, for the 2010 period; and
  
Personal and professional printers, which made up the remaining $19.4 million, or 44%, in the first nine months of 2011, compared to $14.7 million, or 43%, in the same period of 2010.
Due to the relatively high list price of our production printers, our customers’ purchasing decisions may have a long lead time. Combined with the overall low unit volume of production printers sales in any particular period, the acceleration or delay of orders and shipments of a small number of production printers from one period to another can significantly affect revenue reported for our printers sales for the period involved. Revenue reported for printers sales in any particular period is also affected by revenue recognition rules prescribed by generally accepted accounting principles.
Revenue from print materials benefitted from the continued expansion of printers installed over past periods coupled with a 89.5% increase in integrated materials sales revenue. Sales of integrated materials represented 52% of total materials revenue in the first nine months of 2011 compared to 33% in the first nine months of 2010.
The increase in services revenue reflects revenue from our custom parts services and increased revenue from printer service components, both from organic growth and acquisitions. Service revenue from custom parts services was $40.1 million, or 61.1%, of total service revenue for the first nine months of 2011 compared to $11.5 million, or 35.4%, in the first nine months of 2010.
In addition to changes in sales volumes, there are two other primary drivers of changes in revenues from one period to another: the combined effect of changes in product mix and average selling prices, sometimes referred to as price and mix effects, and 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. Among these changes are changes in the product mix of our materials and our systems as the trend toward smaller, lower-priced printers has continued and the influence of new printers and print materials on our operating results has grown.
Change in nine month revenue by geographic region
Each geographic region contributed to our higher level of revenue in the first nine months of 2011. Table 7 sets forth the change in revenue by geographic area for the first nine months of 2011 compared to the first nine months of 2010:
Table 7
                                 
             
(Dollars in thousands) U.S.  Europe  Asia-Pacific  Totals 
Revenue — nine months 2010
 $49,690   45.9% $42,951   39.7% $15,632   14.4% $108,273   100%
 
                            
Change in revenue:
                                
Volume
  35,231   70.9   7,935   18.5   5,015   32.1   48,181   44.5 
Price/Mix
  (1,756)  (3.5)  2,381   5.5   (978)  (6.3)  (353)  (0.3)
Foreign currency translation
        3,764   8.8   698   4.5   4,462   4.1 
 
                        
Net change
  33,475   67.4   14,080   32.8   4,735   30.3   52,290   48.3 
 
                            
Revenue — nine months 2011
 $83,165   51.8% $57,031   35.5% $20,367   12.7% $160,563   100%
 
                            
Revenue from U.S. operations increased by $33.5 million, or 67.4%, to $83.2 million in 2011 from $49.7 million in the first nine months of 2010. The increase was due to higher volume, partially offset by the unfavorable combined effect of price and mix from a higher proportion of sales from personal and professional printers.

 

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Revenue from non-U.S. operations for the first nine months of 2011 increased by $18.8 million, or 32.1%, to $77.4 million from $58.6 million for the first nine months of 2010. Revenue from non-U.S. operations as a percentage of total revenue was 48.2% and 54.1%, respectively, for the first nine months of 2011 and 2010. The increase in non-U.S. revenue, excluding the effect of foreign currency translation, was 24.5% in the first nine months of 2011, compared to 42.6% in the first nine months of 2010.
Revenue from European operations increased by $14.0 million, or 32.8%, to $57.0 million from $43.0 million in the prior year period. This increase was due to a $7.9 million increase in volume, a $3.8 million favorable impact of foreign currency translation and a $2.4 million favorable combined effect of price and mix.
Revenue from Asia-Pacific operations for the first nine months of 2011 improved by $4.8 million, or 30.3%, to $20.4 million from $15.6 million in the prior year period due to the favorable $5.0 million increase in volume and a $0.7 million favorable impact of foreign currency translation; partially offset by a $1.0 million unfavorable combined price and mix.
Gross profit and gross profit margins — nine months
Table 8 sets forth gross profit and gross profit margin for our products and services for the first nine months of 2011 and 2010:
Table 8
                 
  Nine months Ended September 30, 
  2011  2010 
  Gross  Gross
Profit
  Gross  Gross
Profit
 
(Dollars in thousands) Profit  Margin  Profit  Margin 
Printers and other products
 $16,732   37.6% $12,101   35.6%
Print materials
  32,539   64.5   25,301   60.5 
Services
  26,893   41.0   11,703   36.0 
 
              
Total
 $76,164   47.4% $49,105   45.4%
 
              
On a consolidated basis, gross profit for the first nine months of 2011 increased by $27.1 million to $76.2 million from $49.1 million in the first nine months of 2010, primarily as a result of higher sales from all revenue categories and an increase in our gross profit margin.
Consolidated gross profit margin in the first nine months of 2011 increased by 2.0 percentage points to 47.4% from 45.4% for the 2010 period. The higher gross profit margin reflected improved overhead absorption due to higher sales and continued cost containment.
Printers and other products gross profit for the first nine months of 2011 increased to $16.7 million from $12.1 million for the 2010 period and gross profit margin for printers increased by 2.0 percentage points to 37.6% from 35.6% in the 2010 period, primarily due to increased sales of higher margin production printers.
Print materials gross profit for the first nine months of 2011 increased by $7.2 million, or 28.6%, to $32.5 million from $25.3 million for the 2010 period, and gross profit margin for print materials increased by 4.0 percentage points to 64.5% from 60.5% in the 2010 period, primarily due to the favorable shift in the mix of materials.
Gross profit for services for the first nine months of 2011 increased by $15.2 million, or 130.0%, to $26.9 million from $11.7 million for the 2010 period, and gross profit margin for services increased by 5.0 percentage points to 41.0% from 36.0% in the 2010 period. The increase in gross profit was primarily due to higher levels of revenue associated with our custom parts services and printer services. The increase in gross profit margin for services is primarily due to increased synergies from the integration of acquired custom parts services, partially offset by a lower gross profit margin on our printer services. Custom parts services had a gross profit margin of 37.9% for the first nine months of 2011 compared to 18.6% in the 2010 period. Printer services had a gross profit margin of 45.0% during the first nine months of 2011 compared to 45.6% during the 2010 period.
Operating expenses
As shown in Table 9, total operating expenses increased by $14.1 million, or 37.2%, to $52.0 million in the first nine months of 2011 from $37.9 million in the first nine months of 2010.
Table 9
                 
  Nine months Ended September 30, 
  2011  2010 
     %     % 
(Dollars in thousands) Amount  Revenue  Amount  Revenue 
Selling, general and administrative expenses
 $42,224   26.3% $29,894   27.6%
Research and development expenses
  9,737   6.1   7,979   7.4 
 
            
Total operating expenses
 $51,961   32.4% $37,873   35.0%
 
            

 

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Selling, general and administrative expenses increased by $12.3 million to $42.2 million in the first nine months of 2011 compared to $29.9 million in the first nine months of 2010, but decreased to 26.3% of revenue in 2011 compared to 27.6% in 2010. The increase was due primarily to a $4.3 million increase in compensation costs due to commissions on higher revenues, operating costs of acquired businesses and $0.4 million of restructuring expenses. Additionally, SG&A expenses were impacted by a $1.9 million increase in litigation expenses, a $2.2 million increase in amortization expense due to acquired intangibles, a $1.0 million increase in bad debt expense, a $0.7 million increase in accounting and consulting fees, a $0.5 million increase in legal fees, a $0.5 million increase in marketing expenses, $0.3 million increase in occupancy costs and a $0.3 million increase in travel expenses.
Research and development expenses increased by $1.7 million, or 22.0%, to $9.7 million in the first nine months of 2011 from $8.0 million in the same period in 2010, principally due to a $1.1 million increase in compensation expense and a $0.3 million increase in R&D materials expense in the 2011 period.
Income from operations
Our income from operations for the nine months ended September 30, 2011 increased by $13.0 million to $24.2 million from $11.2 million in the nine months ended September 30, 2010. See Gross profit and gross profit margins and Operating expenses above.
The following table sets forth operating income by geographic area for the first nine months of 2011 and 2010:
Table 10
         
  Nine months Ended September 30, 
(Dollars in thousands) 2011  2010 
Income from operations
        
United States
 $12,975  $4,413 
Germany
  985   691 
Other Europe
  3,880   1,280 
Asia Pacific
  6,327   4,481 
 
      
Subtotal
  24,167   10,865 
Inter-segment elimination
  36   367 
 
      
Total
 $24,203  $11,232 
 
      
With respect to the U.S., in 2011 and 2010, the changes in operating income by geographic area reflected the same factors discussed above in Gross profit and gross profit margins and Operating expenses.
As most of our operations outside the U.S. are conducted through sales and marketing subsidiaries, the changes in operating income in our operations outside the U.S. from 2010 to 2011 resulted primarily from changes in transfer pricing, which is a function of revenue.
Interest and other expense (income), net
Interest and other expense (income), net was $0.5 million of expense, net in the first nine months of 2011 compared with $0.3 million of expense, net in the 2010 period. The $0.5 million of interest and other expense (income), net in the first nine months of 2011 reflected $0.4 million of interest expense and $0.2 million of other expense; partially offset by $0.1 million of other income and a nominal amount of interest income and foreign exchange gain.
Interest and other expense (income), net was $0.3 million of expense, net in the first nine months of 2010 reflecting $0.4 million of interest expense and $0.1 million of foreign exchange gain and an insignificant amount of interest income.
Provision for (benefit of) income taxes
We recorded a $3.7 million benefit of income taxes in the first nine months of 2011 and $0.8 million provision for income taxes in the first nine months of 2010. Our income tax benefit in the 2011 period primarily reflects the reversal of the valuation allowance discussed below, which is partially offset by the expense associated with income taxes in non-U.S. jurisdictions. Our provision for income taxes for the 2010 period primarily reflects tax expense associated with income taxes in non-U.S. jurisdictions.

 

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In conjunction with our ongoing review of actual results and anticipated future earnings, we periodically reassess the possibility of releasing the valuation allowance remaining on our U.S. net deferred tax assets. During the nine months of 2011, based upon our recent results of operations and expected profitability in the future, we concluded that it is more likely than not that a portion of our U.S. net deferred tax assets will be realized. As a result, in accordance with ASC 740, we reversed $17.0 million of the valuation allowance applied to the U.S. net deferred tax assets. The reversal of the valuation allowance resulted in a non-cash income tax benefit of $6.2 million, which resulted in a benefit of 12 cents per share for the first nine months of 2011.
We utilized U.S. net operating loss carryforwards to eliminate current U.S. income taxes. Absent the reversal of the valuation allowance on our U.S net deferred tax assets, income tax expense would have been $8.8 million and the income tax rate would have been 36.9 percent. Due to our U.S. net operating loss carryforwards, our rate of cash taxes was 4.8 percent of taxable income.
Net income
Our net income for the first nine months of 2011 improved $17.3 million to $27.4 million, compared to $10.1 million for the first nine months of 2010. The principal reasons for the improvement, which are discussed in more detail above, were:
  
the $13.0 million improvement in our operating income; and
 
  
the $4.5 million improvement in tax expense; partially offset by
 
  
the $0.2 million increase in interest and other expense (income), net.
For the nine months ended September 30, 2011, average common shares for basic and diluted earnings per share were 49.5 million and 50.5 million, respectively, and basic and diluted earnings per share were $0.55 and $0.54, respectively. For the nine months ended September 30, 2010, average common shares for basic and diluted earnings per share were 46.0 million and 46.6 million, respectively, and basic and diluted earnings per share were $0.22.
Financial Condition and Liquidity
Table 11
         
       
(Dollars in thousands) September 30, 2011  December 31, 2010 
Cash and cash equivalents
 $72,617  $37,349 
Working capital
 $89,108  $42,475 
Shareholders’ equity
 $229,563  $133,119 
Our unrestricted cash and cash equivalents increased by $35.3 million to $72.6 million at September 30, 2011 from $37.3 million at December 31, 2010. This increase primarily resulted from $64.1 million of cash from financing activities, including $62.1 million of net proceeds of a public offering of common stock, partially offset by $44.8 million of cash used for acquisitions. We generated $18.8 million of cash from operating activities, consisting of our $27.4 million net income, including $5.4 million of non-cash charges that were included in our net income, and $14.1 million of cash used by net changes in operating accounts. We used $47.4 million of cash in investing activities. See Cash flow and Capitalized lease obligations below.
Cash equivalents comprise 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 minimize our credit risk by investing primarily in investment grade liquid instruments and limit exposure to any one issuer depending on credit quality.
Our net working capital increased by $46.6 million to $89.1 million at September 30, 2011 from $42.5 million at December 31, 2010, primarily due to the factors discussed below.
Accounts receivable, net increased by $6.8 million to $42.6 million at September 30, 2011 from $35.8 million at December 31, 2010. Our gross accounts receivable increased by $7.5 million from December 31, 2010. In our changing business model, custom parts services and materials, both of which are generally sold on credit terms, make up a larger percent of our total sales. With higher revenue and an increased portion of our sales on credit terms, our days sales outstanding increased to 68 days at September 30, 2011 from 64 days at December 31, 2010 and accounts receivable more than 90 days past due increased to 8.1% of gross receivables from 5.0% at December 31, 2010.
Inventories increased by $4.0 million to $27.8 million at September 30, 2011 from $23.8 million at December 31, 2010. This increase resulted primarily from a $2.5 million increase in finished goods inventory due to the timing of sales and revenue recognition at quarter end, which also impacts our backlog, a $1.1 million increase in raw materials inventory primarily related to the timing of deliveries of raw materials and printer assembly parts and a $0.4 million increase in work in process related to the timing of assembly of printers. We maintained $2.2 million of inventory reserves at September 30, 2011 and December 31, 2010.

 

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The majority of our inventory consists of finished goods, including primarily printers, print materials and service parts. Inventory also consists of raw materials and spare parts for the in-house assembly and support service for personal and professional 3D printers. We outsource the assembly and refurbishment of production printers; therefore, we generally do not hold in inventory most parts for production printer assembly or refurbishment.
Accrued and other liabilities increased by $1.6 million to $19.6 million at September 30, 2011 from $18.0 million at December 31, 2010. This increase is primarily due to $1.9 million increase in accruals related to acquisition earnouts and deferred payments, a $0.5 million increase in accrued taxes, partially offset by a $0.7 million decrease in accrued compensation and benefits.
The changes in the first nine months of 2011 that make up the other components of working capital not discussed above arose in 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.
We have relied on our unrestricted cash and cash flow from operations in addition to the proceeds from our common stock offering. However, it is possible that we may need to raise additional funds to finance our activities beyond the next twelve months or to consummate significant acquisitions of other businesses, assets, products or technologies. If needed, we may be able to raise such funds by issuing equity or debt securities to the public or selected investors, or by borrowing from financial institutions.
Cash flow
Table 12 summarizes the cash provided by or used in operating activities, investing activities and financing activities, as well as the effect of changes in foreign currency exchange rates on cash, for the first nine months of 2011 and 2010.
Table 12
         
       
(Dollars in thousands) 2011  2010 
Cash provided by operating activities
 $18,783  $18,472 
Cash used in investing activities
  (47,430)  (10,342)
Cash provided by financing activities
  64,071   103 
Effect of exchange rate changes on cash
  (156)  665 
 
      
Net increase in cash and cash equivalents
 $35,268  $8,898 
 
      
Cash flow from operating activities
For the nine months ended September 30, 2011, our operating activities provided $18.8 million of net cash. This source of cash consisted primarily of net income plus the effects of non-cash items and changes in working capital, which are described above.
For the nine months ended September 30, 2010, our operating activities provided $18.5 million of net cash. This source of cash consisted primarily of net income plus the effects of non-cash items and changes in working capital.
Cash flow from investing activities
Net cash used in investing activities in the first nine months of 2011 increased to $47.4 million from $10.3 million for the first nine months of 2010. This increase was primarily due to $44.8 million of cash paid for acquisitions during the first nine months of 2011, compared to $9.1 million of cash paid for acquisitions in the 2010 period.
Cash flow from financing activities
Net cash provided by financing activities increased to $64.1 million for the nine months ended September 30, 2011 compared to $0.1 million in the 2010 period. This increase resulted primarily from $62.1 million of net proceeds, after deducting issuance costs, of our offering of common stock and from $2.4 million of stock-based compensation proceeds.
In March 2011, we filed a shelf registration statement, under which we may issue, from time to time, up to $175.0 million of common stock, preferred stock, debt securities or warrants for debt or equity securities or units of such securities, in one or more offerings. During the first nine months of 2011, we completed a common stock offering that resulted in $62.1 million of cash, net.

 

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Contractual commitments and off-balance sheet arrangements
Other contractual commitments
Our principal contractual commitments consist of the capital leases on our Rock Hill facility, obligations related to acquisitions, and supply commitments, which are discussed in greater detail below.
For certain of our recent acquisitions we are obligated for deferred purchase price payments totaling $3.7 million, based upon the exchange rate at the dates of acquisition for foreign acquisitions. Certain of these acquisitions also contain earnout provisions under which the sellers of the acquired businesses can earn additional amounts. The total amount of liabilities recorded for these earnouts is $5.2 million. See Note 2 for details of acquisitions and related commitments.
As of September 30, 2011, we have supply commitments for 2011 related to printer assembly that total $9.1 million.
Off-balance sheet arrangements
We have no off-balance sheet arrangements and do not utilize any “structured debt,” “special purpose,” or similar unconsolidated entities for liquidity or financing purposes.
Capitalized lease obligations
Our principal contractual commitments consist of capitalized lease obligations of $7.7 million at September 30, 2011. Our capitalized lease obligations decreased from $8.3 million at December 31, 2010, primarily due to scheduled payments of principal on capital lease installments and the exercise of our option to purchase the expansion land in March 2011.
Outstanding capitalized lease obligations primarily relate to two lease agreements that we entered into during 2006 with respect to our Rock Hill facility, one of which covers the facility itself and the other of which covers certain furniture and fixtures that we acquired for use in the facility. The carrying value of the headquarters facility and the furniture and fixture leases at September 30, 2011 and December 31, 2010 was $7.7 million and $8.3 million, respectively.
Our outstanding capitalized lease obligations at September 30, 2011 and December 31, 2010 were as follows:
Table 13
         
  September 30,  December 31, 
(Dollars in thousands) 2011  2010 
Capitalized lease obligations:
        
Current portion of capitalized lease obligations
 $155  $224 
Capitalized lease obligations, long-term portion
  7,585   8,055 
 
      
Total capitalized lease obligations
 $7,740  $8,279 
 
      
Financial instruments
We conduct business in various countries using both the functional currencies of those countries and other currencies to effect cross border transactions. As a result, we are subject to the risk that fluctuations in foreign exchange rates between the dates that those transactions are entered into and their respective settlement dates will result in a foreign exchange gain or loss. When practicable, we endeavor to match assets and liabilities in the same currency on our balance sheet and those of our subsidiaries in order to reduce these risks. We also, when we consider it to be appropriate, enter into foreign currency contracts to hedge exposures arising from those transactions.
We do not hedge or trade for speculative purposes, and our foreign currency contracts are generally short term in nature, typically maturing in 90 days or less. We have elected not to prepare and maintain the documentation to qualify for hedge accounting treatment under ASC 815, “Derivatives and Hedging,” and therefore, we recognize all gains and losses (realized or unrealized) in interest and other expense, net in our unaudited condensed consolidated statements of operations and comprehensive income.
There were no foreign exchange contracts outstanding at September 30, 2011 or December 31, 2010. See Note 7 of the unaudited condensed consolidated financial statements.
Changes in the fair value of derivatives are recorded in interest and other expense (income), net in our unaudited condensed consolidated statements of operations and comprehensive income. Depending on the fair values at the end of the reporting period, derivatives are recorded either in prepaid and other current assets or in accrued and other liabilities in our unaudited condensed consolidated balance sheets.

 

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The total foreign currency related impact on our unaudited condensed consolidated statements of operations and comprehensive income was nominal for the nine months ended September 30, 2011 and a $0.1 million gain for the 2010 period.
Recent Accounting Pronouncements
For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 1 to the unaudited condensed consolidated financial statements.
Critical Accounting Policies and Significant Estimates
For a discussion of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2010.
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 include the cautionary statements and risk factors set forth below, as well as other statements made in the Form 10-Q that may 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 addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in future or conditional tenses or that includes terms such as “believes,” “belief,” “expects,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to our beliefs and expectations as to future events and trends affecting our business. Forward-looking statements are based upon management’s current expectations concerning future events and trends and are necessarily subject to uncertainties, many of which are outside our control. The factors stated under the heading “Cautionary Statements and Risk Factors” set forth below and those described in our other SEC reports, including our Annual Report on Form 10-K for the year ended December 31, 2010, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements.
Any forward-looking statements are based on management’s beliefs and assumptions, using information currently available to us. We assume no obligation, and do not intend, to update these forward-looking statements.
If one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially from those reflected in or suggested by forward-looking statements. Any forward-looking statement you read in this Form 10-Q reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You should specifically consider the factors identified or referred to in this Form 10-Q and our other SEC reports, including our Annual Report on Form 10-K for the year ended December 31, 2010, which could cause actual results to differ from those referred to in forward-looking statements.
Cautionary Statements and Risk Factors
We recognize that we are subject to a number of risks and uncertainties that may affect our future performance. The risks and uncertainties described in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2010 are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem not to be material also may impair our business operations. If any of these risks actually occur, our business, results of operations and financial condition could suffer. In that event the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock. The risks in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2010 also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

 

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Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Item 3. 
Quantitative and Qualitative Disclosures About Market Risk.
For a discussion of market risks at December 31, 2010, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2010. During the first nine months of 2011, there were no material changes or developments that would materially alter the market risk assessment performed as of December 31, 2010.
Item 4. 
Controls and Procedures.
Evaluation of disclosure controls and procedures
As of September 30, 2011, 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 September 30, 2011 to provide reasonable assurance that the information required to be disclosed in the reports 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 management, including our Chief Executive Officer and Chief Financial Officer, in a manner to allow timely decisions regarding required disclosures.
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.

 

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PART II — OTHER INFORMATION
Item 1. 
Legal Proceedings.
The information set forth in Note 14 of the unaudited condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.
Item 1A. 
Risk Factors.
There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010.
Item 6. 
Exhibits.
The following exhibits are included as part of this filing and incorporated herein by this reference:
     
 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 Designation of Rights, Preferences and Privileges of Preferred Stock. (Incorporated by reference to Exhibit 2 to Registrant’s Registration Statement on Form 8-A filed on January 8, 1996.)
    
 
 3.4  
Certificate of Designation of the Series B Convertible Preferred Stock, filed with the Secretary of State of Delaware on May 2, 2003. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed on May 7, 2003.)
    
 
 3.5  
Certificate of Elimination of Series A Preferred Stock filed with the Secretary of State of Delaware on March 4, 2004. (Incorporated reference to Exhibit 3.6 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 15, 2004.)
    
 
 3.6  
Certificate of Elimination of Series B Preferred Stock filed with the Secretary of State of Delaware on June 9, 2006. (Incorporated reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K, filed on June 9, 2006.)
    
 
 3.7  
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.)
    
 
 3.8  
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.)
    
 
 3.9  
Certificate of Designations, Preferences and Rights of Series A Preferred Stock, filed with the Secretary of State of Delaware on December 9, 2008. (Incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K, filed on December 9, 2008.)
    
 
 3.10  
Amended and Restated By-Laws. (Incorporated by reference to Exhibit 3.2 of Registrant’s Current Report on Form 8-K, filed on December 1, 2006.)
    
 
 3.11  
Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on October 7, 2011. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on October 7, 2011.)
    
 
 31.1  
Certification of Principal Executive Officer, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated July 28, 2011.
    
 
 31.2  
Certification of Principal Financial Officer, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated July 28, 2011.
    
 
 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 July 28, 2011.
    
 
 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 July 28, 2011.
    
 
 101.INS  
XBRL Instance Document.

 

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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.
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, and is otherwise not subject to liability under these sections.

 

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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/ Damon J. Gregoire   
  Damon J. Gregoire  
  Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
(Duly Authorized Officer)
 
 
Date: October 27, 2011

 

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