UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________


FORM 10‑K

10-K


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

For the fiscal year ended December 31, 2017

2020

OR

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

For the transition period from ____________to____________


Commission File No. 001-34220

__________________________


ddd-20201231_g1.jpg

3D SYSTEMS CORPORATION

(Exact Namename of Registrant as Specifiedspecified in Itsits Charter)

____________________________________________

__________________________

Delaware

95-4431352

DELAWARE

95‑4431352

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

333 THREE D SYSTEMS CIRCLE
ROCK HILL, SOUTH CAROLINA

29730

(Address of Principal Executive Offices)

(Zip Code)


333 Three D Systems Circle
Rock Hill, South Carolina 29730
(Address of Principal Executive Offices and Zip Code)

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

326-3900

_________________________

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock,Stock, par value $0.001 per share

The DDD

New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act: None

__________________________


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

x


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”filer”, “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one): 

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if smaller reporting company)

Smaller reporting company

Emerging growth company


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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeSecurities Act.


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑212b-2 of the Exchange Act.) Yes No


The aggregate market value of the registrant’s common stockCommon Stock held by non-affiliates of the registrant on June 30, 20172020 was $1,979,637,446.$868,521,480. For purposes of this computation, it has been assumed that the shares beneficially held by directors and executive officers of the registrant were “held by affiliates.” This assumption is not to be deemed an admission by these persons that they are affiliates of the registrant.


The number of outstanding shares of the registrant’s common stockregistrant's Common Stock outstanding as of March 7, 2018 was 113,805,067.

February 22, 2021: 124,128,509


DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement for its 20182021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

A

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3D SYSTEMS CORPORATION

Annual Report on Form 10‑K for10-K
For the
Year Ended December 31, 2017

2020


TABLE OF CONTENTS


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This Annual Report on Form 10-K (“Form 10-K”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Part II, Item 7 of this Form 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “believes,” “belief,” “expects,” “may”, “will”,“may,” “will,” “estimates,” “intends,” “anticipates,” or “plans” or the negative of these terms or other comparable terminology. Forward-looking statements are based upon management’s beliefs, assumptions and current expectations concerning future events and trends, using information currently available, and are necessarily subject to uncertainties, many of which are outside our control.Although we believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not, and should not be relied upon as a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. A number of important factors could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Form 10-K under the heading “Risk Factors.” All subsequent written and oral forward-looking statements attributable to the Company or to individuals acting on our behalf are expressly qualified in their entirety by this discussion. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.


PART I

Item 1. Business


General


3D Systems Corporation (“3D Systems” or the “Company” or “we” or “us”) is a holding company incorporated in Delaware in 1993 that markets our products and services through subsidiaries in North America and South America (collectively referred to as “Americas”), Europe and the Middle East (collectively referred to as “EMEA”) and the Asia Pacific region (“APAC”). We provide comprehensive 3D printing and digital manufacturing solutions, including 3D printers for plastics and metals, materials, software, on demand manufacturing services and digital design tools. Our solutions support advanced applications in a wide range of industriestwo key industry verticals: Healthcare (which includes dental, medical devices and key verticals including healthcare,personalized health services) and Industrial (which includes aerospace, automotivedefense, transportation and durable goods. Our precision healthcare capabilities include simulation, Virtual Surgical Planning (“VSP™”), and printing of medical and dental devices, anatomical models, and surgical guides and instruments. We have over 30 years of experience and expertise which have proven vital to our development of end-to-end solutions that enable customers to optimize product designs, transform workflows, bring innovative products to market and drive new business models.

general manufacturing).


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


Our Healthcare solutions capabilities include simulation; Virtual Surgical Planning (VSP®)(“VSP”), with associated accessories, software and data visualization tools; and printing of medical and dental devices, models, and surgical guides and instruments.

We have over 30 years of experience and expertise which have proven vital to our development of an ecosystem and end-to-end digital workflow solutions which enable customers to optimize product designs, transform workflows, bring innovative products to market and drive new business models.

In August 2020, we announced a new strategic focus to accelerate the adoption of additive manufacturing solutions for applications in growing markets that demand high reliability products. We focus on markets and applications where a premium is placed upon performance and reliability; with engineering/technology cultures that seek product innovation as a means of delivering value to their customers; and with processes that tend to be highly controlled. Thanks to our unique offering of hardware, software, materials and services, combined with our leadership in application knowledge, we believe we are best-positioned to provide additive manufacturing solutions for specific, high-value applications in growing markets like healthcare, transportation, aerospace and defense. We have a demonstrated capability to be successful in these markets, with our technologies and process knowledge today enabling more than a half-million production parts to be made through additive manufacturing each day.

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To accelerate value creation for our customers, we simplified and focused our organization by realigning the Company’s breadth of capabilities into two key market verticals - Healthcare and Industrial. The Healthcare and Industrial vertical teams drive application specific solutions within their market verticals and focused sub-segments. For Healthcare, these sub-segments include dental, medical devices, simulations and surgical planning. For Industrial, key sub-segments include Aerospace & Defense, Transportation & Motorsports, Energy, Semiconductor, Service Bureaus, Investment Castings, Jewelry and Consumer Durables.

We work with customers as a full solution provider. In this regard, we offer an integrated set of capabilities to enable customers to adopt additive manufacturing into their prototyping or production workflows. These capabilities include a range of 3D printer hardware with multiple additive manufacturing technologies that address differing application needs. In addition, we have a portfolio of materials that are developed with varying performance characteristics to address a breadth of customer application requirements. Our software offerings are a key component of our solutions and enable customers to manage their print process and production workflows. Supporting our printer, materials and software are services capabilities including application engineers that support application development, advanced manufacturing and customer innovation centers to help customers adopt production workflows, quality and regulatory experts for specific industries, and service technicians that provide post-purchase maintenance and support.

Products


We offer a comprehensive range of 3D printers, materials, software, haptic design tools, 3D scanners and virtual surgical simulators.


3D Printers and Materials


Our 3D printers transform digital data input generated by 3D design software, CADComputer Aided Design (“CAD”) software or other 3D design tools, into printed parts using several unique print engines that employ proprietary, additive layer by layer building processes with a variety of materials. WeAs part of our solutions oriented strategy, we offer a broad range of 3D printing technologies including Stereolithography (“SLA”), Selective Laser Sintering (“SLS”), Direct Metal Printing (“DMP”), MultiJet Printing (“MJP”) and ColorJet Printing (“CJP”), which are discussed in more detail below.


Our printers utilize a wide range of materials, the majority of which are proprietary materials that we develop, blend and market. Our comprehensive range of materials includes plastic, nylon, metal, composite, elastomeric, wax, polymeric dental materials and Class IV bio-compatible materials. We augment and complement our portfolio of engineered materials with materials that we purchase or develop with third parties under private label and distribution arrangements.

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We work closely with our customers to optimize the performance of our materials in their applications. Our expertise in materials science and formulation, combined with our processes, software and equipment, enables us to provide unique and highly specialized materialssolutions and help our customers select the material that best meets their needs with optimal cost and performance results.


As part of our solutions approach, our currently offered printers, with the exception of direct metal printers, have built-in intelligence to make them integrated, closed systems. For these integrated printers, we furnish materials specifically designed for use in those printers, which are packaged in smart cartridges and utilize material delivery systems. These integrated materials are designed to enhance system functionality, productivity, reliability and materials shelf life, in addition to providing our customers with a built-in quality management system and a fully integrated workflow solution.


SLAPrinters


Our SLA 3D printers cure liquid resin materials with light or a laser to produce durable plastic parts with surface smoothness, high resolution, edge definition and tolerances that rival the accuracy of machined or molded plastic parts. We offer SLA printers with a wide range of materials, sizes and price points, which are designed for prototyping, end-use part production, casting patterns, molds, tooling, fixtures and medical models.


Figure 4™, a light-based SLA platform, also sometimes referred to as digital light processing (“DLP”), is an ultra-fast additive manufacturing technology with a discrete module design. This design allows a range of products and configurations to meet customer needs from a stand-alone product to modular products to fully-automated solutions, all of which we plan to bring to market in 2018. Unlike other photopolymer 3D printing,solutions. Figure 4 is capable of manufacturing parts in hybrid materials (multi-mode polymerization) that offer toughness, durability, biocompatibility, high temperature deflection and elastomeric properties. Figure 4 is also the first additive manufacturing product which can achieve six sigma repeatability. These capabilities enable new end-use applications in healthcare, dental, durable goods, automotive, aerospace and other verticals.

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For SLA printers, we offer a variety of liquid resin materials, primarily under the Accura® brand name. The resins are designed to mimic specific, engineered thermoplastics and provide a wide range of characteristics, including tough, durable, clear, castable, polypropylene-like, ABS-like, high-temperature resistant and Class IV bio-compatible materials. We also offer dental materials for light-based SLA 3D printers under our NextDent™ brand name.


SLS Printers


Our SLS 3D printers use a laser beam to melt and fuse powder-based nylon, engineered plastic and composite materials to produce very strong and durable parts. Customer uses of our SLS printers include functional test models and end-use parts, such as housings, machinery components, ducting, tooling, jigs and fixtures, and medical devices and personalized surgery kits and guides. 


Our proprietary SLS materials include a range of flexible and rigid plastics, nylons and composite materials marketed under the DuraForm®, LaserForm® and CastForm™ brand names. These materials are available in a variety of lightweight, tough, versatile, high temperature, flexible, biocompatible and durable formulations.

DMP Printers


Our DMP solutions use a laser beam to sinter powders in a variety of metals to produce fully dense parts with outstanding purity, surface finish and resolution. We offer DMP solutions that can process a wide range of materials and powders, including materials with very fine granularity and proven manufacturing applications. We sell DMP systems in various sizes and configurations. Certain models are optimized for specific metals, including titanium, stainless steel and nickel super alloys. Our DMP printers are used in medical and dental implants, aerospace, automotive, semiconductor, and other hi-tech and industrial applications, such as conformal cooling, enhanced fluid flow and other complex, lightweight parts.


We offer metal powder materials for our DMP printers, including titanium, stainless steels, tool steels, super alloys, non-ferrous alloys, precious metals and aluminum.


MJP Printers


Our MJP 3D printers utilize jetting head technology to deliver precise, tough parts with exceptional resolution in plastic, wax, elastomeric, biocompatible and engineered materials that we sell under the VisiJet® brand name. Our MJP printers offer the capability to print in real wax as well as rigid and flexible plastics and multiple materials in one build, making them ideal for mechanical functional testing, rapid tooling, jigs and fixtures, casting and foundry patterns over-molding and medical models.

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CJP Printers


Our CJP 3D printers produce parts fromusing our VisiJet branded, powder-based ceramic-like materials. CJP printers build high-definition, full-color parts that can be sanded, drilled, infiltrated, painted and electroplated, which further expands the options available for finished part characteristics. CJP printers are ideal for producing models used in mechanical design, healthcare, architecture, education, entertainment and packaging applications.


Software and Related Products


We also provide digital design tools, including software, scanners and haptic devices. We offer solutions for product design, mold and die design, 3D scan-to-print, reverse engineering, production machining, metrology and inspection. These products are designed to enable a seamless workflow for customers, and are marketed under ourbrand names such as Geomagic®, Cimatron® and GibbsCAM® brand names.. We also offer 3D Sprint and 3DXpert, proprietary software to prepare and drivers with our printers thatoptimize CAD data and manage the additive manufacturing processes. These software products provide part review, part preparation, part placement, automated support building and placement, build platform management and print queue management capabilities.

The outcome is the ability to improve the quality of prints, optimize design structure, shorten design to manufacturing lead time and minimize manufacturing costs.


Other Products

As part of our portfolio of precision healthcare solutions, we


We offer 3D virtual reality simulators and simulator modules for medical applications. These 3D simulators are sold under our Simbionix™ brand name and offer clinicians a realistic, hands-on experience to master critical skills, prepare for upcoming procedures and create patient specific simulations and operating room environments through augmented reality and virtual reality. We also provide digitizing scanners for medical and mechanical applications.

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Services

Warranty,


Maintenance and Training Services


We provide a variety of customer services, local application support and field support on a worldwide basis for our products, including installation of new printers at customers’ sites, printer warranties, maintenance agreements, periodic hardware upgrades and software updates. We also provide services to assist our customers and partners in developing new applications for our technologies, to facilitate the use of our technology for specific applications, to train customers on the use of our printers and to maintain our printers at customers’ sites.


We provide these services, spare parts and field support either directly or through a network of reseller partners. We employ customer-support sales engineers to support our worldwide customer base, and we are continuingseek to continue to strengthen and enhance our partner network.

network and service offerings.


Our 3D printers are sold with maintenance support that generally covers a warranty period ranging from 90 days to one year. WeAfter the warranty period, we generally offer service contracts that enable our customers to continue service and maintenance coverage beyond the initial warranty period.coverage. These service contracts are offered with various levels of support and options, and are priced accordingly. Our service engineers provide regularly scheduled preventive maintenance visits to customer sites, and we also provide training to our partners to enable them to perform these services.

services, and we are adding remote monitoring and maintenance capabilities through our 3DConnect software.


From time to time, we also offer upgrade kits for certain of our printers that enable our existing customers to take advantage of new or enhanced printer capabilities. In some cases, we have discontinued upgrade support and maintenance agreements for certain of our older legacy printers.


On Demand Manufacturing Solutions


We provide on demand manufacturing services through facilities worldwide in the Americas and EMEA and APAC.regions. We provide a broad range of prototyping, production and finishing capabilities for precision plastic and metal parts and tooling with a wide range of additive and traditional manufacturing processes.


In addition to the sales of parts to customers, we, and our partners, utilize our on demand manufacturing operationservices as a sales and lead generation tool. Third partyThird-party preferred service providers also use our on demand manufacturing service as their comprehensive order-fulfillment center, and customers can use our facilities as fulfilmentfulfillment centers in disaster recovery plans. We

Advanced Manufacturing

As part of our strategy to help customers adopt additive manufacturing, we offer advanced manufacturing services through facilities in the Americas and EMEA regions. These facilities, which include our Customer Innovation Centers, supplement customer manufacturing environments by allowing them to test and ramp production using our solutions before transitioning production to their environment. This allows us to provide application and production expertise and refine the production process as part of our solutions approach. As the process is validated and volumes ramp, customers may choose to move production to their facilities using equipment, materials, software and services that they purchase from us. These facilities operate under stringent quality systems and are also provide professional 3D scanning, printingutilized by customers in regulated industries such as healthcare and aerospace & defense for sustained outsourced production of hundreds of thousands of parts production related to the entertainment industry through our Gentle Giant™ brand.

per year.

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Software Services


In addition to our software license products described above, we offer software maintenance, which includes updates and support for our software products. Our software is sold with maintenance service that generally covers a period of one year. After this initial period, we offer single and multi-year maintenance contracts that enable our customers to continue coverage. These software service contracts typically include free software updates and various levels of technical support.


Healthcare Services


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As part of our precision healthcare services, we provide surgical planning, modeling, prototyping and manufacturing services. We offer printing and finishing of medical and dental devices, anatomical models and surgical guides and tools, as well as modeling, design and planning services, including virtual surgical planning,including VSP™. WeWe also provide service and maintenance for our surgical simulator products.


Global Operations


We operate in the Americas, EMEA and APAC regions, and market our products and services in those areas as well as to other parts of the world.


In maintaining operations outside the United States (the “U.S.”), we expose our business to risks inherent in such operations, including currency exchange rate fluctuations. Information on foreign exchange risk appears in Part I, Item 1A, “Risk Factors”,Factors,” Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” and Part II, Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K.

Financial information about geographic areas, including revenue, long-lived assets and cash balances, appears in Note 20to the Consolidated Financial Statements and in Part I, Item 1A, “Risk Factors”, Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” and Part II, Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K.


Marketing and Customers


Our sales and marketing strategy focuses on an integrated approach that is directed at providing comprehensive solutions designed to meet customer needs. We use a full range of marketing and lead generation tools to promote our products and services on a worldwide basis. Our marketing department supports our global sales organization and distribution channels by providing marketing materials, potentialtargeted marketing campaigns, sales leads and co-marketing funds.

demand generation activities.


We sell our solutions globally through a direct sales force, partner channel and in certain geographies, appointed distributors. Our go-to-market and sales organization includes regional general managers, channel managers, direct sales people and application engineers and other support staff throughout the Americas, EMEA and APAC regions, who are responsible for the sale of products and services and for the management of our network of channel partners.


Additionally, our application engineers provide pre-sales and post-sales support, assist customers with leveraging our latest solutions and production techniques and help identify new applications and sales opportunities. Our on demand and advanced manufacturing service also expands our customer relationships and generates leadsenables lead generation for future sales.


Our customers include major companies as well as small and midsize businesses in a broad range of industries, including medical, dental, automotive, aerospace, durable goods, government, defense, technology, jewelry, electronics, education, consumer goods, energy and others. No single customer accounted for more than 10 percent of our consolidated revenue forFor the years ended December 31, 2017, 2016 or 2015.

2020, 2019, and 2018, one customer accounted for approximately 13%, 11% and 13% of our consolidated revenue, respectively. We expect to maintain our relationship with this customer.


Production and Supplies

At our Rock Hill, South Carolina location, we assemble MJP, CJP and certain models of our SLA 3D printers, as well as other equipment related to these printers. We assemble certain models of our DMP printers in our Riom, France facility. We produce our Simbionix branded 3D simulators in Airport City, Israel.

Suppliers

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We outsource certain SLA, SLS and DMPour 3D printer assembly and refurbishment activities to selected design, engineering and manufacturing companies in the U.S., Switzerland and Belgium. We purchase finished printers from these suppliers pursuant to forecasts and customer orders that we supply to them. These suppliers also carry out quality control procedures on our printers prior to their shipment to customers. As part of these activities, these suppliers have responsibility for procuring the components and sub-assemblies either from us or third-party suppliers. While the outsourced suppliers of our printers have responsibility for the supply chain and inventory of components for the printers they assemble, the components, parts and sub-assemblies that are used in our printers are generally available from several potential suppliers.

We produce our Simbionix branded 3D simulators in Airport City, Israel.


We produce materials at our facilities in Rock Hill, South Carolina, Marly, Switzerland and Soesterberg, Netherlands. We also have arrangements with third parties who blend certain materials according to our specifications that we sell under our own brand names, and we purchase certain materials from third parties for resale to our customers.


Our equipment assembly and materials blending activities, on demand and advanced manufacturing services and certain research and development activities are subject to compliance with applicable federal, state and local provisions regulating the storage, use and discharge of materials into the environment. We believe that we are in compliance, in all material respects, with such regulations as currently in effect, and we expect continued compliance with them will not have a material adverse effect on our capital expenditures, results of operations or consolidated financial position.


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As a company with global operations, we are subject to the laws of the U.S. and multiple foreign jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among jurisdictions. Compliance with these laws, rules and regulations has not had, and is not expected to have, a material effect on our capital expenditures, results of operations or competitive position as compared to prior periods.

Research and Development


The 3D printing industry continues to experience rapid technological change and developments in hardware, software and materials. Consequently, we have ongoing research and development programs to develop new products and to enhance our portfolio of products and services, as well as to improve and expand the capabilities of our solutions. Our efforts are often augmented by development arrangements with research institutions, customers, suppliers, assembly and design firms, engineering companies, materials companies and other partners.

Research and development expenses were $94.6 million, $88.4 million and $92.8 million in 2017, 2016 and 2015, respectively.


In addition to our internally developed technology platforms, we have acquired products and technologies developed by others by acquiring business entities that held ownership rights to such products and technologies. In other instances, we have licensed or purchased the intellectual property rights of technologies developed by third parties through agreements that may obligate us to pay a license fee or royalty, typically based upon a dollar amount per unit or a percentage of the revenue generated by such products.


Intellectual Property


We regard our technology platforms and materials as proprietary and seek to protect them through copyrights, patents, trademarks and trade secrets. We held 1,171 patents worldwide at both December 31, 2017 and 2016. At December 31, 20172020 and 2016,2019 we held 1,269 and 1,256 patents worldwide, respectively. At December 31, 2020 and 2019, we had 271312 and 249322 pending patent applications worldwide, respectively. The principal issued patents covering aspects of our various technologies will expire at varying times through the year 2027.

2034.


In addition, we are a party to various licenses that have had the effect of broadening the range of the patents, patent applications and other intellectual property available to us.


We have also entered into licensing or cross-licensing arrangements with various companies in the U.S. and other countries that enable those companies to utilize our technologies in their products or that enable us to use their technologies in our products. Under certain of these licenses, we are entitled to receive, or we are obligated to pay, royalties for the sale of licensed products in the U.S. or in other countries. The amount of such royalties was not material to our results of operations or financial position for the three-year period ended December 31, 2017.

2020.


We believe that, while our patents and licenses provide us with a competitive advantage, our success also depends on our marketing, business development, applications know-how and ongoing research and development efforts. Accordingly, we believe the expiration of any of the patents, patent applications or licenses discussed above would not be material to our business or financial position.


Competition


We compete with other suppliers of 3D printers, materials, software and healthcare solutions as well as with suppliers of conventional manufacturing solutions. We compete with these suppliers for customers as well as channel partners for certain of our products. We also

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compete with businesses and service bureaus that use such equipment to produce models, prototypes, molds and end-use parts. Development of new technologies or techniques not encompassed by the patents that we own or license may result in additional future competition.


Our competitors operate both globally and regionally, and many of them have well-recognized brands and product lines. Additionally, certain of our competitors are well established and may have greater financial resources than us.


We believe principal competitive factors include technology capabilities, materials, process and application know-how, total cost of operation of solution, product reliability and the ability to provide a full range of products and services to meet customer needs. We believe that our future success depends on our ability to provide high quality solutions, introduce new products and services to meet evolving customer needs and market opportunities, and extend our technologies to new applications. Accordingly, our ongoing research and development programs are intended to enable us to continue technology advancement and develop innovative new solutions for the marketplace.

Employees


Human Capital Resources
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At December 31, 2017,2020, we had 2,6661,995 full-time and part-time employees, compared to 2,4452,472 at December 31, 2016.2019. None of our U.S. employees are covered by collective bargaining agreements, however, some of our employees outside the U.S. are subject to local statutory employment and labor arrangements. We have not experienced any material work stoppages and believe that our relations with our employees are satisfactory.


Through our operating history and experience with technological innovation, we appreciate the importance of retention, growth and development of our employees. We believe we offer competitive compensation (including salary, incentive bonus and equity) and benefits packages at each of our locations around the globe. Further, we have development programs and on-demand opportunities to cultivate talent throughout the Company. We believe that conducting business with integrity, valuing diversity in people and ideas, and being a positive force for action in our Company and communities are vital to our success and the right thing to do. We are focused on our values to grow profitability and win, deliver "extraordinary" to our customers, innovate with purpose, trust and empower, and build great teams. These values articulate what we do to achieve meaningful results and make a difference to our customers, stakeholders and each other.

In 2020 we announced the launch of our global responsibility and sustainability initiative dedicated to environmental responsibility, social responsibility and responsible practices and governance (ESG).

Available Information


Our website address is www.3DSystems.com. The information contained on our website is neither a part of, nor incorporated by reference into, this Form 10-K or any other document that we file with or furnish to the Securities and Exchange Commission (“SEC”). We make available free of charge through our website our Annual Reports on Form 10 K,10-K, Quarterly Reports on Form 10 Q,10-Q, Current Reports on Form 8 K,8-K, amendments to those reports and other documents that we file with the SEC, as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. The public may read and copy materials we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the public reference room can be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, from which investors can electronically access our SEC filings.


Many of our corporate governance materials, including our Code of Conduct, Code of Ethics for Senior Financial Executives and Directors, Corporate Governance Guidelines, current charters of each of the standing committees of the Board of Directors and our corporate charter documents and by-laws are available on our website. 


Information about our Executive Officers


The information appearing in the table below sets forth the position or positions held by each of our executive officers and his age as of March 14, 2018.5, 2021. All of our executive officers serve at the pleasure of the Board of Directors. There are no family relationships among any of our executive officers or directors.

Name and Current Position

Age as of March 14, 2018

5, 2021

Vyomesh I. Joshi

Jeffrey A. Graves

59

President and Chief Executive Officer

63

Jagtar Narula

50
Executive Vice President and Chief Financial Officer
Jeff Blank52
Executive Vice President, Engineering and Product Development
Charles W. Hull

81

Executive Vice President and Chief Technology Officer

78

Andrew M. Johnson

46

Executive Vice President, Chief Legal Officer and Secretary

43

Kevin P. McAlea

Menno Ellis

48

Executive Vice President, and Chief Operating Officer, Healthcare

Solutions

59

John N. McMullen

Reji Puthenveetil

52

Executive Vice President, Chief Financial Officer

Industrial Solutions

59

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Mr. Joshi

Jeffrey A. Graves, President and Chief Executive Officer. Dr. Graves was appointed the Company’s President and Chief Executive Officer effective April 1, 2016.in May 2020. Prior to joining the Company, from 2012 to May 2020, Dr. Graves served as Chief Executive Officer, President and Director of MTS Systems Corporation, a global supplier of test, simulation, and measurement systems. From 2005 until 2012, Dr. Graves served as President and Chief Executive Officer of C&D Technologies, Inc. Dr. Graves also held leadership roles with Kemet Corporation as Chief Operating Officer (2001-2003) and Chief Executive Officer (2003-2005). Previously, he held a number of leadership and technical roles with General Electric, Rockwell Automation and Howmet Corporation. In addition to serving on the Company's Board of Directors, Dr. Graves serves on the board of directors of FARO Technologies and Hexcel Corporation.

Jagtar Narula, Executive Vice President and Chief Financial Officer. Mr. Narula was appointed the Company’s Executive Vice President and Chief Financial Officer in September 2020. Prior to joining the Company, Mr. Joshi workedNarula served as Senior Vice President of Corporate Strategy and Business Development for Blackbaud, Inc. where he also previously led investor relations and financial planning. Additionally, he held finance leadership positions of increasing responsibility at Hewlett-Packard Company (“HP”) from 1980 until his retirement on March 21, 2012.  From 2001 to 2012, he was Xerox, General Electric and with private equity.

Jeff Blank, Executive Vice President, Engineering and Product Development. Mr. Blank has served as Executive Vice President, Engineering and Product Development since January 2021. He joined the Company in January 2014 as Vice President New Business Development. He also served as Senior Vice President Product Development of HP’s Imagingthe Plastics Business Unit. Prior joining the Company, Mr. Blank spent more than 19 years as an engineering leader at Xerox and Printing Group, following two decadesTektronix delivering highly complex and reliable 2D printing products, and more than 4 years at Sandia National Laboratories. He received a bachelor’s degree in Mechanical Engineering from Oregon State University, a master’s in Mechanical Engineering from Stanford University, and a Masters of research, engineering and management in HP’s imaging and printing systems. In addition to his service on our BoardBusiness Administration from University of Directors, Mr. Joshi currently serves on the Board of Directors of Harris Corporation and formerly served on the Board of Directors at Yahoo! Inc. and Wipro Ltd.

Portland.


Charles W. Hull, Executive Vice President, Chief Technology Officer. Mr. Hull is a founder of the Company and has served on our Board of Directors since 1993. He has served as Chief Technology Officer since 1997 and as Executive Vice President since 2000. HeMr. Hull has also previously served in various other executive capacities at the Company since 1986, including Chief Executive Officer, Vice Chairman of the Board of Directors and President and Chief Operating Officer.


Andrew M. Johnson, Executive Vice President, Chief Legal Officer and Secretary. Mr. Johnson has served as Executive Vice President and Chief Legal Officer since November 2014. He served as Interim President and Chief Executive Officer, Chief Legal Officer and Secretary from October 2015 to April 2016 and as Vice President, General Counsel and Secretary from April 2012 to November 2014. Previously, he served as Assistant General Counsel and Assistant Secretary.

Dr. McAlea currently serves


Menno Ellis, Executive Vice President, Healthcare Solutions. Mr. Ellis has served as Executive Vice President, General Manager, Metals & Healthcare. Dr. McAleaHealthcare Solutions since July 2020. He joined the Company in 2001December 2016 as Senior Vice President Strategy and Vertical Markets. He served as Senior Vice President and General Manager of the Plastics Business Unit, and is now responsible for the Healthcare Solutions group, which encompasses Dental, Medical and Simulations businesses. Prior to joining the Company, he spent 20 years in management and business consulting services with an emphasis on sustainable, long-term revenue growth.

Reji Puthenveetil, Executive Vice President, Industrial Solutions. Mr. Puthenveetil has served in various executive positions since that time. 

Mr. McMullen joined the Company as Executive Vice President, Chief Financial Officer inIndustrial Solutions since July 2016. From 20142020. Prior to 2016, he was Chief Financial Officer of Eastman Kodakjoining the Company, Mr. Puthenveetil spent 25 years as a technology company focused on imaging. Before that, Mr. McMullen hadmanagement consultant helping companies across multiple industries design a 32 year career at HPclear strategy for growth and its acquired companies, including positions as Senior Vice President of Financeensuring organizational capability and Corporate Treasurer of HP, Chief Financial Officer of HP’s Imaging and Printing Group and Vice President of Finance and Strategyalignment for Compaq’s Worldwide Sales and Services Group.

execution.

Item 1A. Risk Factors


You should carefully read the following discussion of significant factors, events and uncertainties when evaluating our business and the forward-looking information contained in this Form 10-K. The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, liquidity and financial condition. While we believe we have identified and discussed below the key risk factors affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and uncertainties described below are not the only risks that we face. Additional risksdo not currently known to uspresently know or that we do not currently deem notbelieve to be significant that may have a material also may impairadverse effect on our business, performance or financial condition in the future.



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Operational & Financial Risk Factors

Our uneven sales cycle makes planning and inventory management difficult and future financial results less predictable.

Our quarterly sales often have reflected a pattern in which a disproportionate percentage of each quarter’s total sales occur towards the end of the quarter, in particular for sales of hardware. This uneven sales pattern makes predicting net revenue, earnings, cash flow from operations and working capital for each financial period difficult, increases the risk of unanticipated variations in our quarterly results and financial condition and places pressure on our inventory management and logistics systems. If predicted demand is substantially greater than orders, there may be excess inventory. Alternatively, if orders substantially exceed predicted demand, we may not be able to fulfill all of the orders received in each quarter and such orders may be canceled. Depending on when they occur in a quarter, developments such as an information systems failure, component pricing movements, component shortages or global logistics disruptions could adversely impact our inventory levels and results of operations in a manner that is disproportionate to the number of days in the quarter affected.

The variety of products that we sell could cause significant quarterly fluctuations in our gross profit margins, and those fluctuations in margins could cause fluctuations in operating income or loss and net income or loss.

We continuously work to expand and improve our products, materials and services offerings, geographic areas in which we operate and the distribution channels we use to reach various target product applications and customers. This variety of products, applications, channels and regions involves a range of gross profit margins that can cause substantial quarterly fluctuations in gross profit and gross profit margins depending upon the mix of product shipments from quarter to quarter. Additionally, the introduction of new products or services may further heighten quarterly fluctuations in gross profit and gross profit margins due to manufacturing ramp-up and start-up costs. We may experience significant quarterly fluctuations in gross profit margins or operating income or loss due to the impact of the mix of products, channels or geographic areas in which we sell our products from period to period.

Our products and services may experience quality problems from time to time that can result in decreased sales and operating margin, product returns, product liability, warranty or other claims that could result in significant expenses and harm to our reputation.

We sell complex hardware and software products, materials and services that can contain undetected design and manufacturing defects or errors when first introduced or as enhancements are released that, despite testing, are not discovered until after the product has been installed and used by customers. Sophisticated software and applications, such as those sold by us, may contain “bugs” that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products we purchase from third parties. There can be no assurance we will be able to detect and fix all defects in the hardware, software, materials and services we sell. Failure to do so could result in lost revenue, product returns, product liability, delayed market acceptance of those products and services, claims from distributors, end-users or others, increased end-user service and support costs, and significant warranty claims and other expenses to correct the defects, diversion of management time and attention and harm to our reputation.

Changes in, or interpretation of, tax rules and regulations may impact our effective tax rate and future profitability. 

We are a U.S. based, multinational company subject to taxation in multiple U.S. and foreign tax jurisdictions. Our future effective tax rates could be adversely affected by changes in statutory tax rates or interpretation of tax rules and regulations in jurisdictions in which we do business, changes in the amount of revenue or earnings in the countries with varying statutory tax rates, or by changes in the valuation of deferred tax assets and liabilities. The U.S. Tax Cuts and Jobs Act is one such example of legislation that impacts our effective tax rate and tax posture. For additional details see Note 21 to the consolidated financial statements in Item 8 of this Form 10-K.

In addition, we are subject to audits and examinations of previously filed income tax returns by the Internal Revenue Service and other domestic and foreign tax authorities. We regularly assess the potential impact of such examinations to determine the adequacy of our provision for income taxes and have reserved for potential adjustments that we expect may result from the current examinations. We believe such estimates to be reasonable; however, there is no assurance that the final determination of any examination will not have an adverse effect on our operating results and financial position.

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

Goodwill and other intangible assets are subject to an impairment test on an annual basis and when circumstances indicate that an impairment is more likely than not. Such circumstances include a significant adverse change in the business climate or a decision to dispose of a business or product line. We face some uncertainty in our business environment due to a variety of challenges, including changes in customer demand. While we recorded an impairment to our goodwill in 2020, we may experience additional unforeseen circumstances that adversely affect the value of our goodwill or intangible assets and trigger an evaluation of the amount of the recorded goodwill and intangible assets. Future write-offs of goodwill or other intangible assets as a result of an impairment in the business could materially adversely affect our results of operations and financial condition. If any

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

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

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

The pandemic has significantly increased economic and demand uncertainty. It is possible that the current outbreak and continued spread of COVID-19 will continue to cause an economic slowdown. There is a significant degree of uncertainty and lack of visibility as to the extent and duration of any such slowdown or if any other risks not currently knownrecession. Risks related to usa slowdown or that we currently deem notrecession may harm our long-term ability to be material actually occurs,do business, adversely affect our business,sales, costs, results of operations and financial condition could be materially adversely affected. In that event,cash flow. Given the trading pricesignificant economic uncertainty and volatility created by the pandemic, it is difficult to predict the nature and extent of impacts on demand for our common stock could decline,products and you could loseservices. These expectations are subject to change without warning and investors are cautioned not to place undue reliance on them.

The pandemic led to increased disruption and volatility in capital markets and credit markets. We implemented temporary salary decreases for executives, 2-week furloughs for non-essential employees, and suspension of all or partnon-essential capital expenditures measures to strengthen our liquidity position given the uncertainty regarding the length and severity of your investment in our common stock.  

We face significant competition in many aspectsthe pandemic and ongoing economic uncertainty. Unanticipated consequences of our business, which could cause our revenuethe pandemic and gross profit margins to decline. Competition could also cause us to reduce sales prices or to incur additional marketing or production costs, whichresulting economic uncertainty could result in decreased revenue, increased costsa breach of the debt financial covenant, thus adversely affecting our liquidity and reduced margins.

We compete for customers with a wide variety of producers of equipment and software for models, prototypes, other three-dimensional objects and end-use partscapital resources in the future, as well as producersincurring additional costs if an amendment to the credit agreement is required.


The spread of materialsCOVID-19 has caused us to modify our business practices (including employee travel, employee work locations, cancellation of physical participation in meetings, events and services for this equipment. Someconferences, and social distancing measures), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our existingemployees, customers, partners, vendors, and potential competitors are researching, designing, developing and marketing other types of competitive equipment and software, materials and services. Certain of these competitors may have financial, marketing, manufacturing, distributionsuppliers. Work-from-home and other resources substantially greater than ours.

We also expect that future competition may arise frommeasures introduce additional operational risks, including cybersecurity risks, and have affected the way we conduct our product development of allied or related techniques for equipment and materials that are not encompassed by our patents, from the issuance of patents totesting, customer support, and other companies that may inhibit our ability to develop certain products and from improvements to existing materials and equipment technologies.

Some of our patents have recently expired and others will expire in coming years. Upon expiration of those patents, our competitors may introduce products using the technology previously protected by the expired patents and those products may have lower prices than those of our products. To compete, we may need to reduce our prices for those products,activities, which could adversely affect our revenues, margins and profitability. Additionally, the expiration of our patents could reduce barriers to entry into additive manufacturing, which could result in the reduction of our sales and earnings potential. If competitors using technology previously protected by our expired patents were to introduce products of inferior quality, our potential customers may view the technology negatively, which would have an adverse effect on our imageoperations. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and reputationillness and workforce disruptions could lead to unavailability of key personnel and harm our ability to perform critical functions.


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

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We have outsourced selected design and manufacturing companies to assemble our printers. In carrying out these outsourcing activities, we face a number of risks, including, among others, the following:

The risk that the parties that we retain to perform assembly activities may not perform in a satisfactory manner;
The risk of disruption in the supply of printers or other products to our customers if such third parties either fail to perform in a satisfactory manner or are unable to supply us with the quantity of printers or other products that are needed to meet then current customer demand;
The risk of work delays or supply chain disruptions stemming from governmental efforts to contain the COVID-19; and
The risk of insolvency of suppliers, as well as the risks that we face, as discussed below, in dealing with a limited number of suppliers.

We purchase components and sub-assemblies for our printers from third-party suppliers that we provide to our customers as spare parts. Additionally, we purchase raw materials that are used in our materials, as well as certain of those materials, from third-party suppliers.

While there are several potential suppliers of parts for our products, we currently choose to use only one or a limited number of suppliers for several of these items, including our lasers, materials and certain jetting components. Our reliance on a single or limited number of suppliers involves many risks, including, among others, the following:

Potential shortages of some key components;
Disruptions in the operations of these suppliers;
Product performance shortfalls; and
Reduced control over delivery schedules, assembly capabilities, quality and costs.

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

While we believe that, if necessary, we can obtain all the components necessary for our spare parts and materials from other additive fabrication technologies.

We intendmanufacturers, we require any new supplier to followbecome “qualified” pursuant to our internal procedures, which could involve evaluation processes of varying durations. Our spare parts and raw materials used in our materials production are subject to various lead times. In addition, at any time, certain suppliers may decide to discontinue production of a strategy of continuing product development to enhance our position to the extent practicable. We cannot assure youpart or raw material that we will be able to maintain our current positionuse. Any unanticipated change in the field or continue to compete successfully against current and future sources of competition. our supplies, or unanticipated supply limitations, could increase production or related costs and consequently reduce margins.


If our forecasts exceed actual orders, we do not keep pace with technological changemay hold large inventories of slow-moving or unusable parts, which could have an adverse effect on our cash flow, profitability and introduce new products,results of operations. Inversely, we may lose revenueorders if our forecast is low and demand

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we are unable to meet demand. There is considerable uncertainty on the business impact from current measures and potential future measures to contain the spread of the COVID-19 pandemic on our vendors, suppliers, and partners, especially if such measures are in effect for an extended period of time. If disruptions to global businesses from the pandemic continue or worsen, our products. We also incur significant costs associated with the investment inbusiness could face greater supply chain delays and difficulty shipping or receiving products and materials, which could have a material adverse effect on our product development in furtherancefinancial condition and results of our strategy thatoperations.


Our restructuring activities may not result in increased revenue or demand fordisruption to our products and that could negatively affect our operating results.

We believe that our future success depends on our ability to deliver products that meet changing technology and customer needs.

Our business, may be affected by rapid technological change, changes in user and customer requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new standards and practices, any of which could render our existing products and proprietary technology obsolete. Accordingly, our ongoing research and development programs are intended to enable us to maintain technological leadership. We believe that to remain competitive we must continually enhance and improve the functionality and features of our products, services and technologies. However, there is a risk that we may not fully realize the expected benefits of our restructuring plans or other operating or cost-saving initiatives and the cost of the restructuring activities may be able to:

more than anticipated.

·

Develop or obtain leading technologies useful in our business;


·

Enhance our existing products;

On August 5, 2020, we announced a plan to restructure our businesses to streamline the company’s operations to align our cost structure to the current level of revenues. The restructuring plan includes, in conjunction with other cost reduction measures, a reduction of annualized costs by approximately $80 million by the end of 2021, with additional savings of approximately $20 million dependent on potential divestitures. Other cost reduction efforts include reducing the number of facilities and examining every aspect of the company’s manufacturing and operating costs. The company incurred certain incremental costs such as severance, facility closing and other restructuring costs, primarily in the second half of 2020. The company may incur additional charges in 2021 as it finalizes all the actions to be taken.

·

Develop new products, services and technologies that address the increasingly sophisticated and varied needs of prospective customers, particularly in the area of printer speeds and materials functionality;


·

Respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis; or

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·

Recruit or retain key technology employees.


These restructuring activities may yield unintended consequences and costs, such as attrition beyond our intended reduction in force, the distraction of our employees, additional charges for severance and severance-related costs and the loss of in-house knowledge in connection with the planned reduction in our workforce. This type of restructuring activity also may result in business disruptions and may not produce the full efficiency and cost reduction benefits anticipated. Further, the benefits may be realized later than expected and the cost of implementing these measures may be greater than anticipated. If these measures are not successful, we may need to undertake additional cost reduction efforts, which could result in future charges. Moreover, the restructuring plan may cause business disruptions with customers and elsewhere if our cost reduction efforts prove ineffective, and our business may not be more efficient or effective than prior to implementation of the plan. Our restructuring activities, including the related charges and the impact of the related workforce reduction, could have a material adverse effect on our business, operating results and financial condition.

The loss of, continued reduction or substantial decline in revenue from larger clients could have a material adverse effect on our revenues, profitability and liquidity.

We experience revenue concentration with alarge customer that represents over 10% of our consolidated revenue. Generally, our contracts do not contain guarantees of minimum duration, revenue levels, or profitability. This customer may terminate their contracts or materially reduce their requested levels of service at any time. The loss of, deterioration of the financial condition of, or a significant change to the business of this customer could have a material adverse effect on our business, financial condition, and results of operations. Additionally, this concentration exposes us to concentrated credit risk, as a significant portion of our accounts receivable may be from a single customer. If we are unable to meet changing technologycollect our receivables, or are required to take additional reserves, our results and customer needs, our competitive position, revenue, results of operations and financial condition couldcash flows will be adversely affected.


Business Strategy Risk Factors

We have made, and may make in the future, strategic acquisitions and divestitures that may involve significant risks and uncertainties. We may not realize the anticipated benefits of past or future acquisitions and integration of these acquisitions may disrupt our business and divert management attention.

Likewise, our potential future divestitures may be unsuccessful and negatively impact our business.


From time to time, we evaluate acquisition candidates that fit our business objectives. For example, in January 2017, we acquired Vertex-Global Holding B.V. (“Vertex”), a provider of dental materials. Acquisitions involve certain risks and uncertainties, including, among others, the following:

·

Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition;


·

The risk that significant unanticipated costs or other problems associated with integration may be encountered;

Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition;

·

The challenges in achieving strategic objectives, cost savings and other anticipated benefits;

The risk that significant unanticipated costs or other problems associated with integration may be encountered;

·

The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve;

The challenges in achieving strategic objectives, cost savings and other anticipated benefits;

·

The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party;

The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve;

·

The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses;

The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party;

·

The difficulty in maintaining controls, procedures and policies during the transition and integration;

The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses;

·

The potential loss of key employees of the acquired businesses;

The difficulty in maintaining controls, procedures and policies during the transition and integration;

·

The risk of diverting management attention from our existing operations;

The potential loss of key employees of the acquired businesses;

·

Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds;

The risk of diverting management attention from our existing operations;

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Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds;
The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology;
The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all;
The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions;
The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and
The risk that historical financial information may not be representative or indicative of our results as a combined company.

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·

The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology;

·

The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all;

·

The risk of incurring significant goodwill and other intangible asset impairment charges;

·

The risk of incurring significant exit costs if products or services are unsuccessful;

·

The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions;

·

The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and

·

The risk that historical financial information may not be representative or indicative of our results as a combined company.

Historically, we have grown organically and from acquisitions, and we intend to continue to grow. Our infrastructure will require, among other things, continued development of our financial and management controls and management information systems, management of our sales channel, continued capital expenditures, the ability to attract and retain qualified management personnel and the training of new personnel. We cannot be sure that our infrastructure, systems, procedures, business processes and managerial controls will be adequate to support the growth in our operations. Any delays in, or problems associated with, implementing, or transitioning to, new or enhanced systems, procedures, or controls to accommodate and support the requirements of our business and operations and to effectively and efficiently integrate acquired operations may adversely affect our ability to meet customer requirements, manage our product inventory, and record and report financial and management information on a timely and accurate basis. These potential negative effects could prevent us from realizing the benefits of an acquisition transaction or other growth opportunity.


Likewise, we have in the past, and may in the future, divest certain business operations. Divestitures involve a number of risks, including the diversion of management's attention, significant costs and expenses, goodwill and other intangible asset impairment charges, the loss of customer relationships and cash flow, and the disruption of operations in the affected business. Failure to timely complete or consummate a divestiture may negatively affect valuation of the affected business or result in restructuring charges.

In thatthe event an unsuccessful acquisition or divestiture, our competitive position, revenues, results of operations and financial condition could be adversely affected.

Changes in business conditions may cause goodwill


Regulatory, Legislative and other intangible assets to become impaired.

Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is not amortized and remains on our balance sheet indefinitely unless there is an impairment or a sale of a portion of the business. Goodwill is subject to an impairment test on an annual basis and when circumstances indicate that an impairment is more likely than not. Such circumstances include a significant adverse change in the business climate or a decision to dispose of a business or product line. We face some uncertainty in our business environment due to a variety of challenges, including changes in customer demand. We may experience unforeseen circumstances that adversely affect the value of our goodwill or intangible assets and trigger an evaluation of the amount of the recorded goodwill and intangible assets. Future write-offs of goodwill or other intangible assets as a result of an impairment in the business could materially adversely affect our results of operations and financial condition.

We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.

In connection with the enforcement of our own intellectual property rights, the acquisition of third-party intellectual property rights or disputes related to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we have been, and may in the future be, subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation may be costly and can be disruptive to our business operations by diverting attention and energies of management and key technical personnel, and by increasing our costs of doing business. Although we have successfully defended or resolved past litigation and disputes, we may not prevail in any ongoing or future litigation and disputes, which could adversely affect our results of operations and financial condition.  

Third-party intellectual property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from assembling or licensing certain of our products, subject us to injunctions restricting our sale of products, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements. In 

Legal Risk Factors

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addition, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products. Any of these could seriously harm our business.

We may not be able to protect our intellectual property rights and confidential information, including our digital content, from third-party infringers or unauthorized copying, use or disclosure.

Although we defend our intellectual property rights and endeavor to combat unlicensed copying and use of our digital content and intellectual property rights through a variety of techniques, preventing unauthorized use or infringement of our rights (“piracy attacks”) is inherently difficult. If our intellectual property becomes subject to piracy attacks, our business may be harmed.

Additionally, we endeavor to protect the secrecy of our digital content, confidential information and trade secrets. If unauthorized disclosure of our trade secrets occurs, we could potentially lose trade secret protection. The loss of trade secret protection could make it easier for third parties to compete with our products by copying previously confidential features, which could adversely affect our business, results of operations, revenue and operating margins. We also seek to protect our confidential information and trade secrets through the use of non-disclosure agreements. However, there is a risk that our confidential information and trade secrets may be disclosed or published without our authorization, and in these situations it may be difficult and/or costly for us to enforce our rights. 

Our business could be adversely impacted in the event of a failure of our information technology infrastructure or adversely impacted by a successful cyber-attack.

We have experienced cyber security threats, threats to our information technology infrastructure and unauthorized attempts to gain access to our sensitive information. Prior cyber-attacks directed at us have not had a material impact on our business or financial results; however, this may not continue to be the case in the future. Cyber security assessment analyses undertaken by us have identified and prioritized steps to enhance our cyber security safeguards. We are in the process of implementing these recommendations to enhance our threat detection and mitigation processes and procedures. Despite the implementation of these new safeguards, there can be no assurance that we will adequately protect our information or that we will not experience any future successful attacks. The threats we face vary from attacks common to most industries to more advanced and persistent, highly organized adversaries who target us because of the products and services we provide. If we are unable to protect sensitive information, our customers or governmental authorities could question the adequacy of our threat mitigation and detection processes and procedures. Due to the evolving nature of these security threats, however, the impact of any future incident cannot be predicted.

We may be required to expend significant additional resources to modify our cyber security protective measures, to investigate and remediate vulnerabilities or other exposures or to make required notifications, and we may be subject to litigation and financial losses. These costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Occurrence of any of these events could adversely affect our internal operations, the services we provide to our customers, our financial results or our reputation; or such events could result in the loss of competitive advantages derived from our research and development efforts or other intellectual property or early obsolescence of our products and services.

If we do not generate net cash flow from operations and if we are unable to raise additional capital, our financial condition could be adversely affected and we may not be able to execute our growth strategy.

We cannot assure you that we will generate cash from operations or other potential sources to fund future working capital needs and meet capital expenditure requirements.

If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring or incurring additional debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to obtain additional capital or refinance any indebtedness will depend on, among other things, the capital markets, our financial condition at such time and the terms and conditions of any such financing or indebtedness. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

The lack of additional capital resulting from any inability to generate cash flow from operations or to raise equity or debt financing could force us to substantially curtail or cease operations and would, therefore, have an adverse effect on our business and financial condition. Furthermore, we cannot assure you that any necessary funds, if available, would be available on attractive terms or that they would not have a significantly dilutive effect on our existing stockholders. If our financial condition were to worsen and we become unable to attract additional equity or debt financing or enter into other strategic transactions, we could become insolvent or be forced to declare bankruptcy, and we would not be able to execute our growth strategy.

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Global economic, political and social conditions and financial markets may harm our ability to do business, adversely affect our sales, costs, results of operations and cash flow. 

We are subject to global economic, political and social conditions that may cause customers to delay or reduce technology purchases due to economic downturns, difficulties in the financial services sector and credit markets, geopolitical uncertainties and other macroeconomic factors affecting spending behavior. We face risks that may arise from financial difficulties experienced by our suppliers, resellers or customers, including, among others, the following:

·

Customers or partners to whom we sell our products and services may face financial difficulties or may become insolvent, which could lead to our inability to obtain payment of accounts receivable that those customers may owe;

·

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

·

Key suppliers of raw materials, finished products or components used in the products that we sell may face financial difficulties or may become insolvent, which could lead to disruption in the supply of printers, materials or spare parts to our customers; and

·

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

Our uneven sales cycle makes planning and inventory management difficult and future financial results less predictable.

Our quarterly sales often have reflected a pattern in which a disproportionate percentage of each quarter’s total sales occurs towards the end of the quarter. This uneven sales pattern makes predicting net revenue, earnings, cash flow from operations and working capital for each financial period difficult, increases the risk of unanticipated variations in our quarterly results and financial condition and places pressure on our inventory management and logistics systems. If predicted demand is substantially greater than orders, there may be excess inventory. Alternatively, if orders substantially exceed predicted demand, we may not be able to fulfill all of the orders received in each quarter and such orders may be cancelled. Depending on when they occur in a quarter, developments such as an information systems failure, component pricing movements, component shortages or global logistics disruptions could adversely impact our inventory levels and results of operations in a manner that is disproportionate to the number of days in the quarter affected.

The variety of products that we sell could cause significant quarterly fluctuations in our gross profit margins, and those fluctuations in margins could cause fluctuations in operating income or loss and net income or loss.

We continuously work to expand and improve our products, materials and services offerings, the number of geographic areas in which we operate and the distribution channels we use to reach various target product applications and customers. This variety of products, applications and channels involves a range of gross profit margins that can cause substantial quarterly fluctuations in gross profit and gross profit margins depending upon the mix of product shipments from quarter to quarter. Additionally, the introduction of new products or services may further heighten quarterly fluctuations in gross profit and gross profit margins due to manufacturing ramp-up and start-up costs. We may experience significant quarterly fluctuations in gross profit margins or operating income or loss due to the impact of the mix of products, channels or geographic areas in which we sell our products from period to period.

We derive a significant portion of our revenue from business conducted outside the U.S. and are subject to the risks of doing business outside the U.S.

We face many risks inherent in conducting business activities outside the U.S. that, unless managed properly, may adversely affect our profitability, including our ability to collect amounts due from customers. While most of our operations outside the U.S. are conducted in highly developed countries, our operations could be adversely affected by, among others, the following:

·

Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad;

·

Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns;

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·

Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks;

·

Fluctuations in currency exchange rates;

·

Limited protection for the enforcement of contract and intellectual property rights in some countries;

·

Difficulties in staffing and managing foreign operations;

·

Operating in countries with a higher incidence of corruption and fraudulent business practices;

·

Potentially adverse changes in taxation;  and

·

Other factors, depending upon the specific country in which we conduct business.

These uncertainties may make it difficult for us and our customers to accurately plan future business activities and may lead our customers in certain countries to delay purchases of our products and services. More generally, these geopolitical, social and economic conditions could result in increased volatility in global financial markets and economies.

The consequences of terrorism or armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our market opportunities or our business. We are uninsured for losses and interruptions caused by terrorism, acts of war and similar events.

While the geographic areas outside the U.S. in which we operate are generally not considered to be highly inflationary, our foreign operations are sensitive to fluctuations in currency exchange rates arising from, among other things, certain intercompany transactions that are generally denominated, for example, in U.S. dollars rather than their respective functional currencies.

Moreover, our operations are exposed to market risk from changes in interest rates and foreign currency exchange rates and commodity prices, which may adversely affect our results of operations and financial condition. We seek to minimize these risks through regular operating and financing activities and, when we consider it to be appropriate, through the use of derivative financial instruments. However, our efforts to minimize our exposure to market risks from changes in interest rates, foreign currency exchange rates and commodity prices may prove to be insufficient or unsuccessful.

We depend on our supply chain for components and sub-assemblies used in our 3D printers and other products and for raw materials used in our materials. If these relationships were to terminate or be disrupted, our business could be disrupted while we locate alternative suppliers and our expenses may increase.

We  have outsourced the assembly of certain of our printers to third party suppliers. In addition, we purchase components and sub-assemblies for our printers from third-party suppliers, and we purchase raw materials that are used in our materials, as well as certain of those materials, from third-party suppliers.

While there are several potential suppliers of the components, parts and sub-assemblies for our products, we currently choose to use only one or a limited number of suppliers for several of these components, including our lasers, materials and certain jetting components. Our reliance on a single or limited number of suppliers involves many risks, including, among others, the following:

·

Potential shortages of some key components;

·

Disruptions in the operations of these suppliers;

·

Product performance shortfalls; and

·

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

While we believe that we can obtain all the components necessary for our products from other manufacturers, we require any new supplier to become “qualified” pursuant to our internal procedures, which could involve evaluation processes of varying durations. We generally have our printers and other products assembled based on our internal forecasts and the supply of raw materials, assemblies,

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components and finished goods from third parties, which are subject to various lead times.  In addition, at any time, certain suppliers may decide to discontinue production of an assembly, component or raw material that we use. Any unanticipated change in the sources of our supplies, or unanticipated supply limitations, could increase production or related costs and consequently reduce margins.

If our forecasts exceed actual orders, we may hold large inventories of slow-moving or unusable parts, which could have an adverse effect on our cash flow, profitability and results of operations. Inversely, we may lose orders if our forecast is low and we are unable to meet demand.

We have engaged selected design and manufacturing companies to assemble certain of our production printers. In carrying out these outsourcing activities, we face a number of risks, including, among others, the following:

·

The risk that the parties that we retain to perform assembly activities may not perform in a satisfactory manner;

·

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

·

The risk of insolvency of these suppliers, as well as the risks that we face, as discussed above, in dealing with a limited number of suppliers.

Our products and services may experience quality problems from time to time that can result in decreased sales and operating margin, product returns, product liability, warranty or other claims that could result in significant expenses and harm to our reputation.

We sell complex hardware and software products, materials and services that can contain undetected design and manufacturing defects or errors when first introduced or as enhancements are released that, despite testing, are not discovered until after the product has been installed and used by customers. Sophisticated software and applications, such as those sold by us, may contain “bugs” that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products we purchase from third parties. There can be no assurance we will be able to detect and fix all defects in the hardware, software, materials and services we sell. Failure to do so could result in lost revenue, product returns, product liability, delayed market acceptance of those products and services, claims from distributors, end-users or others, increased end-user service and support costs, and significant warranty claims and other expenses to correct the defects, diversion of management time and attention and harm to our reputation.

The costs and effects of litigation, investigations or similar matters involving us or our subsidiaries, or adverse facts and developments related thereto, could materially affect our business, operating results and financial condition.

We may be involved from time to time in a variety of litigation, investigations, inquiries or similar matters arising out of our business, including those described in Note 21 to the Consolidated Financial Statements. We cannot predict the outcome of these or any other legal matters.  In the future, we may need to record litigation reserves with respect to these matters because our insurance may not cover all claims that may be asserted against us. Should the ultimate judgments or settlements in any litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition and results of operations.

Our operations could suffer if we are unable to attract and retain key management or other key employees.

Our success depends upon the continued service and performance of our senior management and other key personnel. Our senior executive team is critical to the management of our business and operations, as well as to the development and execution of our strategy. The loss of the services of one or more members of our senior executive team could delay or prevent the successful implementation of our growth strategy, or our commercialization of new applications for our systems or other products, or could otherwise adversely affect our ability to manage our company effectively and carry out our business plan. Members of our senior management team may resign at any time. High demand exists for senior management and other key personnel (including scientific, technical and sales personnel) in the 3D printing industry, and there can be no assurance that we will be able to retain such personnel. We experience intense competition for qualified personnel.

While we intend to continue to provide competitive compensation packages to attract and retain key personnel, some of our competitors for these employees have greater resources and more experience, making it difficult for us to compete successfully for key personnel. If we cannot attract and retain sufficiently qualified technical employees for our research and development and manufacturing operations, we may be unable to achieve the synergies expected from mergers and acquisitions that we may effect from time to time, or to develop

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and commercialize new products or new applications for existing products. Furthermore, possible shortages of key personnel, including engineers, in the regions surrounding our facilities could require us to pay more to hire and retain key personnel, thereby increasing our costs.

We may be subject to product liability claims, which could result in material expense, diversion of management time and attention and damage to our business reputation. 

The sale and support of our products entails the risk of product liability claims.From time to time,we may become subject to product liability claims that could lead to significant expenses.  The risk may be heightened when we provide products into certain markets, such as healthcare, aerospace and automotive industries.

This risk of product liability claims may also be greater due to the use of certain hazardous chemicals used in the production of certain of our products, including irritants, harmful chemicals and chemicals dangerous to the environment. We may also be subject to claims that our products have been, or may be used to, create parts that are not in compliance with legal requirements or that infringe on the intellectual property rights of others.

We attempt to include provisions in our agreements with customers that are designed to limit our exposure to potential liability for damages arising from defects or errors in our products and other issues. However, the nature and extent of these limitations vary from customer to customer. Their effect is subject to a variety of legal limitations and it is possible that these limitations may not be effective as a result of unfavorable judicial decisions or laws enacted in the future.

Any claim brought against us, regardless of its merit, could result in significant expense, diversion of management time and attention, damage to our business reputation and failure to retain existing customers or to attract new customers. Although we maintain product liability insurance, such insurance is subject to deductibles and there is no guarantee that such insurance will be available or adequate to protect against all such claims. Costs or payments made in connection with product liability claims could adversely affect our financial condition and results of operations.

We rely on our management information systems for inventory management, distribution and other key functions. If our information systems fail to adequately perform these functions, or if we experience an interruption in their operation, our business and operating results could be adversely affected.

The efficient operation of our business is dependent on our management information systems. We rely on our management information systems to, among other things, effectively manage our accounting and financial functions, including maintaining our internal controls; to manage our manufacturing and supply chain processes; and to maintain our research and development data. The failure of our management information systems to perform properly could disrupt our business and product development, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, and product shortages, causing our business and operating results to suffer. Although we take steps to secure our management information systems, including our computer systems, intranet and Internet sites, email and other telecommunications and data networks, the security measures we have implemented may not be effective and our systems may be vulnerable to theft, loss, damage and interruption from a number of potential sources and events, including unauthorized access or security breaches, natural or man-made disasters, cyber-attacks, computer viruses, power loss or other disruptive events. Our reputation and financial condition could be adversely affected if, as a result of a significant cyber event or otherwise, our operations are disrupted or shut down; our confidential, proprietary information is stolen or disclosed; we incur costs or are required to pay fines in connection with stolen customer, employee, or other confidential information; we must dedicate significant resources to system repairs or increase cyber security protection; or we otherwise incur significant litigation or other costs.

We are subject to U.S. and other anti-corruption laws, trade controls, economic sanctions and similar laws and regulations. Our failure to comply with these laws and regulations could subject us to civil, criminal and administrative penalties and harm our reputation.


Doing business on a worldwide basis requires us to comply with the laws and regulations of the U.S. government and various foreign jurisdictions. These laws and regulations place restrictions on our operations, trade practices, partners and investments.


In particular, our operations are subject to U.S. and foreign anti-corruption and trade control laws and regulations, such as the Foreign Corrupt Practices Act (“FCPA”) and United Kingdom Bribery Act (the “Bribery Act”), export controls and economic sanctions programs, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the State Department's Directorate of Defense Trade Controls (“DDTC”) and the Bureau of Industry and Security (“BIS”)of the Department of

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Commerce. As a result of doing business in foreign countries and with foreign customers, we are exposed to a heightened risk of violating anti-corruption and trade control laws and sanctions regulations.


As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA’s prohibition on providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. In addition, the provisions of the Bribery Act extend beyond bribery of foreign public officials and also apply to transactions with individuals that a government does not employ. Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption. Our continued expansion outside the U.S., including in Brazil, China, India and developing countries, and our development of new partnerships and joint venture relationships worldwide, could increase the risk of FCPA, OFAC or Bribery Act violations in the future.


As an exporter, we must comply with various laws and regulations relating to the export of products and technology from the U.S. and other countries having jurisdiction over our operations. In the U.S., these laws include the International Traffic in Arms Regulations (“ITAR”) administered by the DDTC, the Export Administration Regulations (“EAR”) administered by the BIS and trade sanctions against embargoed countries and destinations administered by OFAC. The EAR governs products, parts, technology and software which present military or weapons proliferation concerns, so-called “dual use” items, and ITAR governs military items listed on the United States Munitions List. Prior to shipping certain items, we must obtain an export license or verify that license exemptions are available. Any failures to comply with these laws and regulations could result in fines, adverse publicity and restrictions on our ability to export our products, and repeat failures could carry more significant penalties. 


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Violations of anti-corruption and trade control laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment and could harm our reputation, create negative shareholder sentiment and affect our share value. We have established policies and procedures designed to assist our compliance with applicable U.S. and international anti-corruption and trade control laws and regulations, including the FCPA, the Bribery Act and trade controls and sanctions programs administered by OFAC, the DDTC and BIS, and have trained our employees to comply with these laws and regulations. However, there can be no assurance that all of our employees, consultants, agents or other associated persons will not take actions in violation of our policies and these laws and regulations. Additionally, there can be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage or provide a defense to any alleged violation. In particular, we may be held liable for the actions that our joint venture partners take inside or outside of the United States, even though our partners may not be subject to these laws. Such a violation, even if our policies prohibit it, could have an adverse effect on our reputation, business, financial condition and results of operations. In addition, various state and municipal governments, universities and other investors maintain prohibitions or restrictions on investments in companies that do business with sanctioned countries, persons and entities, which could adversely affect our reputation, business, financial condition and results of operations.


We have received an administrative subpoena from the Bureau of Industry and Security of the Department of Commerce requesting information related to possibledisclosed potential violations of U.S. export controls laws to the U.S. federal government that resulted in multiple investigations. We have implemented compliance processes and procedures to identify and prevent potential future violations of export control laws.

laws, trade sanctions, and government contracting laws and regulations, and continue to review our government contracting compliance risks and potential violations. Based on the disclosures and investigations, the U.S. Air Force temporarily suspended us from certain new federal contracts and orders in July 2019 and lifted that suspension in September 2019 following the execution of an Administrative Agreement with the Company. Failure to comply with the terms of the Administrative Agreement or the commencement of a separate action by another governmental agency would result in decreased revenues and additional harm to our reputation and otherwise adversely affect our business, operating results and financial condition.


In October 2017, we received an administrative subpoena from the BIS requesting the production of records in connection with possible violations of U.S. export control laws, including with regard to our Quickparts.com, Inc. (“Quickparts”) subsidiary. In addition, while collecting information responsive to the above-referenced subpoena, weour internal investigation identified potential violations of the ITAR administered by the DDTC and potential violations of the Export Administration Regulations administered by the BIS.

On February 12,June 8, 2018 and thereafter, we submitted voluntary disclosures to BIS and DDTC identifying numerous potentially unauthorized exports of technical data. As part of our ongoing review of trade compliance risks and our cooperation with the government, on November 20, 2019, we submitted to the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) an initial notice of voluntary disclosure regarding potential violations of economic sanctions related to Iran. We continued to investigate this issue and filed a final disclosure with OFAC on May 20, 2020.We have and will continue to implement compliance enhancements to our export controls, trade sanctions, and government contracting compliance program to address the issues identified through our ongoing internal investigation and will cooperate with DDTC and BIS, as well as the U.S. Departments of Justice, Defense, Homeland Security and Treasury in whichtheir ongoing reviews of these matters. In connection with these ongoing reviews, in August 2020, the Company received two federal grand jury subpoenas issued by the U.S. District Court for the Northern District of Texas. The Company responded to these two subpoenas and will continue to fully cooperate with the U.S. Department of Justice in the related investigation.

In addition, on July 19, 2019, we identified certain potentially unauthorized exportsreceived a notice of technical data.  We are continuingimmediate suspension of federal contracting from the United States Air Force, pending the outcome of an ongoing investigation. The suspension applied to conduct an internal review3D Systems, its subsidiaries and are cooperatingaffiliates, and was related to export controls violations involving 3D Systems’ On Demand manufacturing business described above. Under the suspension, we were generally prohibited from receiving new federal government contracts or subcontracts from any executive branch agency as described in the provisions of 48 C.F.R Subpart 9.4 of the Federal Acquisition Regulation. The suspension allowed us to continue to perform current federal contracts, and also to receive awards of new subcontracts for items under $35,000 and for items considered commercially available off-the-shelf items. The Air Force lifted the suspension on September 6, 2019 following the execution of a two-year Administrative Agreement with the Company. The Company is now eligible to obtain and perform U.S. government contracts and subcontracts without restrictions. Under the Administrative Agreement, the Company will be monitored and evaluated by independent monitors who will report to the Air Force on the Company’s compliance with the terms of the Company’s Ethics & Compliance Program, including its overall culture, government contracting compliance program, and export controls compliance program. The Company’s failure to comply fully with BISthe terms of the Administrative Agreement or the commencement of separate actions by other agencies of the federal government could result in reinstatement of the suspension or debarment from future federal contracting, which would result in decreased revenues and DDTC, butadditional harm to our reputation and otherwise adversely affect our business, operating results and financial condition.

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Although we cannot at this time predict the ultimate resolution of this matter. Wethese matters, we have incurred and expect to continue to incur significant legal costs and other expenses in connection with responding to these inquiries.

the U.S. government agencies.


Since 2018, we have implemented new compliance procedures to identify and prevent potential violations of export controls laws, trade sanctions, and government contracting laws and regulations and created a Compliance Committee of the Board of Directors to further enhance board oversight of compliance risks. As noted above, ifwe continue to implement additional compliance enhancements, we may discover additional potential violations of export controls laws, trade sanctions, and/or government contracting laws in the future. If we identify any additional potential violations, we will submit voluntary disclosures to the relevant agencies and cooperate with such agencies on any related investigations. Independent monitors will observe and evaluate the Company’s continued compliance with its Ethics & Compliance Program during the term of the Administrative Agreement.

If the U.S. government finds that we have violated one or more export controlcontrols laws, or trade sanctions, or government contracting laws, we could be subject to various civil or criminal penalties. By statute, these penalties can include but are not limited to fines, which by statute may be significant, denial of export privileges, and suspension or debarment from participation in U.S. government contracts; and anycontracts. We may also be subject to contract claims based upon such violations. Any assessment of penalties or other liabilities incurred in connection with these matters could also harm our reputation and customer relationships, create negative investor sentiment, and affect the trading price of our common stock.share value. In connection with any resolution, we may also be required to undertake additional remedial compliance measures and program monitoring. We cannot at this time predict when BIS and/or DDTCthe U.S. government agencies will conclude their investigations or determine an estimated cost, if any, or range of costs, for any penalties, fines or finesother liabilities to third parties that may be incurred upon resolutionin connection with these matters.

We derive a significant portion of this matter.

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Changes in, or interpretation of, tax rulesour revenue from business conducted outside the U.S. and regulations may impact our effective tax rate and future profitability. 

We are a U.S. based, multinational company subject to taxationthe risks of doing business outside the U.S.


We face many risks inherent in multipleconducting business activities outside the U.S. and foreign tax jurisdictions. Our future effective tax ratesthat, unless managed properly, may adversely affect our profitability, including our ability to collect amounts due from customers. While most of our operations outside the U.S. are conducted in highly developed countries, our operations could be adversely affected by, among others, the following:

Unexpected changes in statutory tax rateslaws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad;
Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns;
Political policies, political or interpretationcivil unrest, terrorism or epidemics and other similar outbreaks;
Fluctuations in currency exchange rates;
Limited protection for the enforcement of tax rulescontract and regulationsintellectual property rights in jurisdictionssome countries;
Difficulties in staffing and managing foreign operations;
Operating in countries with a higher incidence of corruption and fraudulent business practices;
Effects of the implementation of the U.K.’s departure from the European Union, known as Brexit;
Potentially adverse changes in taxation;
The impact of public health epidemics on employees and the global economy; and
Other factors, depending upon the specific country in which we doconduct business.

These uncertainties may make it difficult for us and our customers to accurately plan future business changesactivities and may lead our customers in the amount of revenue or earnings in thecertain countries with varying statutory tax rates, or by changes in the valuation of deferred tax assets and liabilities. The U.S. Tax Cuts and Jobs Act (“Tax Act”) is one such example of recent legislation that impacts the effective rate and tax posture of the Company. For additional details see Note 19 to the Consolidated Financial Statements.

In addition, we are subject to audits and examinations of previously filed income tax returns by the Internal Revenue Service and other domestic and foreign tax authorities. We regularly assess the potential impact of such examinations to determine the adequacydelay purchases of our provision for income taxesproducts and have reserved for potential adjustmentsservices. More generally, these geopolitical, social and economic conditions could result in increased volatility in global financial markets and economies.


The consequences of terrorism or armed conflicts are unpredictable, and we may not be able to foresee events that we expect may result from the current examinations. We believe such estimates to be reasonable; however, there is no assurance that the final determination of any examination will notcould have an adverse effect on our operating resultsmarket opportunities or our business. We are uninsured for losses and financial position.

Regulation ininterruptions caused by terrorism, acts of war and similar events.


While the geographic areas of privacy, data protection and information security could increase our costs and affect or limit our business opportunities and how we collect and/or use personal information.

As privacy, data protection and information security laws, including data localization laws, are interpreted and applied, compliance costs may increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. In recent years, there has been increasing regulatory enforcement and litigation activity in the areas of privacy, data protection and information security inoutside the U.S. and in various countries in which we operate.

In addition, state and federal legislators and/or regulators in the U.S. and other countries in which we operate are increasingly adoptinggenerally not considered to be highly inflationary, our foreign operations are sensitive to fluctuations in currency exchange rates arising from, among other things, certain intercompany transactions that are generally denominated, for example, in U.S. dollars rather than their respective functional currencies.


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Moreover, our operations are exposed to market risk from changes in interest rates and foreign currency exchange rates and commodity prices, which may adversely affect our results of operations and financial condition. We seek to minimize these risks through regular operating and financing activities and, when we consider it to be appropriate, through the use of derivative financial instruments. However, our efforts to minimize our exposure to market risks from changes in interest rates, foreign currency exchange rates and commodity prices may prove to be insufficient or revising privacy, dataunsuccessful.

We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.

In connection with the enforcement of our own intellectual property rights, the acquisition of third-party intellectual property rights or disputes related to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we have been, and may in the future be, subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation may be costly and can be disruptive to our business operations by diverting attention and energies of management and key technical personnel, and by increasing our costs of doing business. Although we have successfully defended or resolved past litigation and disputes, we may not prevail in any ongoing or future litigation and disputes, which could adversely affect our results of operations and financial condition.

Third-party intellectual property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from assembling or licensing certain of our products, subject us to injunctions restricting our sale of products, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements. In addition, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products. Any of these could seriously harm our business.

We may not be able to protect our intellectual property rights and confidential information, including our digital content, from third-party infringers or unauthorized copying, use or disclosure.

Although we defend our intellectual property rights and endeavor to combat unlicensed copying and use of our digital content and intellectual property rights through a variety of techniques, preventing unauthorized use or infringement of our rights (“piracy attacks”) is inherently difficult. If our intellectual property becomes subject to piracy attacks, our business may be harmed.

Additionally, we endeavor to protect the secrecy of our digital content, confidential information and trade secrets. If unauthorized disclosure of our trade secrets occurs, we could potentially lose trade secret protection. The loss of trade secret protection could make it easier for third parties to compete with our products by copying previously confidential features, which could adversely affect our business, results of operations, revenue and operating margins. We also seek to protect our confidential information security lawsand trade secrets through the use of non-disclosure agreements. However, there is a risk that potentiallyour confidential information and trade secrets may be disclosed or published without our authorization, and in these situations it may be difficult and/or costly for us to enforce our rights.

Material weaknesses in our internal control over financial reporting could have significantresult in material misstatements in our financial statements not being prevented or detected, which could affect investor confidence in the accuracy and completeness of our financial statements and could negatively impact on our currentstock price and planned privacy, data protectionfinancial condition.

As a public company, we are required to comply with Section 404 of the Sarbanes-Oxley Act. If we fail to abide by the applicable requirements of Section 404, regulatory authorities, such as the SEC, could subject us to sanctions or investigation, and information security-related practices, our collection, use, sharing, retention and safeguarding of consumer and/or employee information, and someindependent registered public accounting firm may not be able to certify as to the effectiveness of our currentinternal control over financial reporting pursuant to an audit of our controls. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Accordingly, our internal control over financial reporting may not prevent or planned business activities. New legislationdetect misstatements because of their inherent limitations, including the possibility of human error, the circumvention or regulationoverriding of controls, or fraud.

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During the preparation of our financial statements for the period ended December 31, 2020, management identified two material weaknesses in our internal control over financial reporting related to a lack of certain controls, or improper execution of designed control procedures, (1) for certain non-standard contracts and non-standard contract terms and (2) over the review of internally prepared reports and analyses utilized in the financial closing process. These control deficiencies were partially related to employee turnover, resulting in a temporary shortage of personnel with appropriate knowledge or skills to perform an effective review during our financial statement close process. In addition, certain control deficiencies related to the completeness and review of transactions that were infrequent in nature. These control deficiencies could increasehave resulted in a misstatement of accounts and disclosures that could have resulted in a material misstatement of our annual or interim consolidated financial statements that would not have been prevented or detected.Accordingly, management has determined that these control deficiencies constitute material weaknesses.

As further described in Item 9A, Management's Report on Internal Control over Financial Reporting, we are working to remediate the material weaknesses through the development and implementation of more formal policies, processes and documentation procedures relating to our financial reporting, the hiring of additional accounting personnel and the training of new personnel and existing personnel in new roles on proper execution of designed control procedures. In addition, we may engage outside consultants to advise on changes in the design of our controls and procedures or to advise on technical accounting matters.

While we believe our remediation plans described above should remediate the material weaknesses, we cannot provide assurance of when the material weaknesses will be remediated, nor can we be certain of whether additional actions will be required or the costs of compliance and business operations and could reduce revenues from certain business initiatives. any such actions. Moreover, we cannot provide assurance that additional material weaknesses will not arise in the applicationfuture. While the material weaknesses discussed in Item 9A, Management's Report on Internal Control over Financial Reporting, did not result in material misstatements of existingour annual or interim consolidated financial statements, any failure to remediate the material weaknesses, or the identification of new laws to existing technology and practices can be uncertain and may lead to additional compliance risk and cost.

Compliance with current or future privacy, data protection and information security laws relating to consumer and/or employee datamaterial weaknesses in our internal control over financial reporting, could result in higher compliancematerial misstatements in our financial statements that may continue undetected, negatively impacting the public perception of the Company and technologyour securities and cause us to fail to meet our reporting and financial obligations or incur significant additional costs andto remediate the material weaknesses, each of which could restrictnegatively affect our stock price, harm our ability to provide certainraise capital on favorable terms in the future or otherwise have a negative impact on our financial condition.


General Risk Factors

We believe that our future success depends on our ability to deliver products and services that meet changing technology and customer needs.

Our business may be affected by rapid technological change, changes in user and customer requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new standards and practices, any of which could materiallyrender our existing products and proprietary technology obsolete. Accordingly, our ongoing research and development programs are intended to enable us to maintain technological leadership. We believe that to remain competitive we must continually enhance and improve the functionality and features of our products, services and technologies. However, there is a risk that we may not be able to:

Develop or obtain leading technologies useful in our business;
Enhance our existing products;
Develop new products, services and technologies that address the increasingly sophisticated and varied needs of prospective customers, particularly in the area of printer speeds and materials functionality;
Respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis; or
Recruit or retain key technology employees.

If we are unable to meet changing technology and customer needs, our competitive position, revenue, results of operations and financial condition could be adversely affected.

If we do not generate net cash flow from operations and if we are unable to raise additional capital, our financial condition could be adversely affected and we may not be able to execute our growth strategy.

We cannot assure you that we will generate cash from operations or other potential sources to fund future working capital needs and meet capital expenditure requirements.
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If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring or incurring additional debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to obtain additional capital or refinance any indebtedness will depend on, among other things, the capital markets, our financial condition at such time and the terms and conditions of any such financing or indebtedness. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

The lack of additional capital resulting from any inability to generate cash flow from operations or to raise equity or debt financing could force us to substantially curtail or cease operations and would, therefore, have an adverse effect on our business and financial condition. Furthermore, we cannot assure you that any necessary funds, if available, would be available on attractive terms or that they would not have a significantly dilutive effect on our existing stockholders. If our financial condition were to worsen and we become unable to attract additional equity or debt financing or enter into other strategic transactions, we would not be able to execute our growth strategy and we could become insolvent or be forced to declare bankruptcy.

Our business could be adversely impacted in the event of a failure of our information technology infrastructure or adversely impacted by a successful cyber-attack.

We have experienced cyber security threats, threats to our information technology infrastructure and unauthorized attempts to gain access to our sensitive information. Prior cyber-attacks directed at us have not had a material impact on our business or financial results; however, this may not continue to be the case in the future. Cyber security assessment analyses undertaken by us have identified and prioritized steps to fortify our cyber security safeguards. We have and will continue to implement additional security measures and processes which enhance our ability to detect and respond to a cyber-attack. We have increased our cyber breach insurance and implemented company-wide cyber security awareness training as well as dedicated certain personnel to address this threat. Despite the implementation of these new safeguards, there can be no assurance that we will adequately protect our information or that we will not experience any future successful attacks. The threats we face vary from attacks common to most industries to more advanced and persistent, highly organized adversaries who target us because of the products and services we provide. If we are unable to protect sensitive information, our customers or governmental authorities could question the adequacy of our threat mitigation and detection processes and procedures. Due to the evolving nature of these security threats, however, the impact of any future incident cannot be predicted.

We may need to expend significant additional resources to modify our cyber security protective measures, to investigate and remediate vulnerabilities or other exposures or to make required notifications, and we may be subject to litigation and financial losses. These costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Occurrence of any of these events could adversely affect our profitability. Our failureinternal operations, the services we provide to comply with privacy, data protection and information security lawsour customers, our financial results or our reputation; or such events could result in potentially significant regulatory and/the loss of competitive advantages derived from our research and development efforts or governmental investigations and/other intellectual property or actions, litigation, fines, sanctions, ongoing regulatory monitoring, customer attrition, decreases in the use or acceptanceearly obsolescence of our products and services and damage to our reputation and our brand.

services.


Our business involves the use of hazardous materials, and we must comply with environmental, health and safety laws and regulations, which can be expensive and restrict how we do business. 

Our business involves the blending, controlled storage, use and disposal of hazardous materials. We and our suppliers are subject to federal, state, local and foreign laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials. Although we believe the safety procedures we utilized for handling and disposing of these materials comply with the standards prescribed by these laws and regulations, we cannot eliminate the risk of accidental contamination or injury from these materials. In the event of an accident, local, state, federal or foreign authorities may curtail the use of these materials and interrupt our business operations. Ifoperations could suffer if we are subjectunable to any liability as a resultattract and retain key management or other key employees.


Our success depends upon the performance of activities involving hazardous materials,our senior management and other key personnel. Our senior executive team is critical to the management of our business and financial conditionoperations, as well as to the development and execution of our strategy. When changes occur at our senior management level, as well as for key personnel, we typically incur incremental costs including search costs and relocation costs. High demand exists for senior management and other key personnel (including scientific, technical and sales personnel) in the 3D printing industry, and there can be no assurance that we will be able to attract and retain such personnel. We experience intense competition for qualified personnel.

While we intend to continue to provide competitive compensation packages to attract and retain key personnel and engage in regular succession planning for these positions, some of our competitors for these employees have greater resources and more experience, making it difficult for us to compete successfully for key personnel. If we cannot attract and retain sufficiently qualified technical employees for our research and development and manufacturing operations, we may be adversely affectedunable to develop and commercialize new products or new applications for existing products. Furthermore, possible shortages of key personnel, including engineers, in the regions surrounding our reputation may be harmed.

facilities could require us to pay more to hire and retain key personnel, thereby increasing our costs.


21


Our common stock price has been and may continue to be volatile.


The market price of our common stock has experienced, and may continue to experience, considerable volatility. Between January 1, 20162019 and December 31, 2017,2020, the trading price of our common stock has ranged from a low of $6.00$4.60 per share to a high of $23.70$14.50 per share. Numerous factors could have a significant effect on the price of our common stock, including those described or referred to in this “Risk Factors” section of this Form 10-K, as well as, among other things:

·

Our perceived value in the securities markets;


19

Our perceived value in the securities markets;

Overall trends in the stock market;

·

Overall trends in the stock market;

·

Announcements of changes in our forecasted operating results or the operating results of one or more of our competitors;

·

The impact of changes in our results of operations, our financial condition or our prospects;

·

Future sales of our common stock or other securities (including any shares issued in connection with earn-out obligations for any past or future acquisition);

·

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

·

Executive level management uncertainty or change;

·

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

·

Announcements of acquisitions by us or one of our competitors.

Some anti-takeover provisions contained in our certificateforecasted operating results or the operating results of incorporation and bylaws, as well as provisionsone or more of Delaware law, could impair a takeover attempt.

We have provisionsour competitors;

Compliance with the terms of our Administrative Agreement with the U.S. Air Force;
The impact of changes in our certificateresults of incorporation and by-laws each of which could have the effect of rendering more difficult or discouraging an acquisition of the Company deemed undesirable byoperations, our Board of Directors. These include provisions:

·

Authorizing blank check preferred stock, which we could issue with voting, liquidation, dividend and other rights superior to our common stock;

·

Limiting the liability of, and providing indemnification to, our directors and officers;

·

Specifying that our stockholders may take action only at a duly called annual or special meeting of stockholders and otherwise in accordance with our bylaws and limiting the ability of our stockholders to call special meetings;

·

Requiring advance notice of proposals by our stockholders for business to be conducted at stockholder meetings and for nominations of candidates for election to our Board of Directors; and

·

Controlling the procedures for conduct of our Board of Directors and stockholder meetings and election, appointment and removal of our directors.

These provisions, alone or together, could deter or delay hostile takeovers, proxy contests and changes in controlfinancial condition or our management. As a Delaware corporation, we are also subject to provisionsprospects;

Market conditions for providers of Delaware law, including Section 203products and services such as ours;
Executive level management uncertainty or change;
Changes in recommendations or revenue or earnings estimates by securities analysts; and
Announcements of the Delaware General Corporation Law, which prevents some stockholders from engaging in certain business combinations without approval of the holders of substantially allacquisitions by us or one of our outstanding common stock.

Any provision of our certificate of incorporation or by-laws or Delaware law that has the effect of delaying or deterring a change in control of the Company could limit the opportunity for our stockholders to receive a premium for their shares of our stock and also could affect the price that some investors are willing to pay for our stock.

competitors.

Item 1B. Unresolved1B.Unresolved Staff Comments


None.

20



Item 2. Properties


Our headquarters isare located in Rock Hill, South Carolina. As of December 31, 2017,2020, we owned minimal facilities and we leased approximately 1.11.0 million square feet primarily located in the U.S.U.S (624 thousand square feet), as summarized below.

EMEA (302 thousand square feet) and APAC (28 thousand square feet).



 

 

 

 

 

 

 

 

 

 

 

 



 

Square Feet (in thousands)



 

Americas

 

EMEA

 

APAC

 

TOTAL



 

Leased

Owned

 

Leased

Owned

 

Leased

Owned

 

Leased

Owned

Primary Function Category:

 

 

 

 

 

 

 

 

 

 

 

 

Corporate headquarters

 

80 

 —

 

 —

 —

 

 —

 —

 

80 

 —

Manufacturing and warehouse

 

381 

 —

 

172 

 —

 

 —

 —

 

553 

 —

Research and development

 

166 

 —

 

 —

 —

 

28 

 —

 

194 

 —

Services

 

147 44 

 

71 

 —

 

21 

 —

 

239 44 

Sales, general and other administrative

 

 —

 —

 

12 

 —

 

 —

 —

 

12 

 —

Total square feet

 

774 44 

 

255 

 —

 

49 

 

1,078 44 

Our headquarters also servesserve as a research and development site. Other major research and development locations include Cary, North Carolina; San Diego, California; Seoul, South Korea; Tel Aviv, Israel; Valencia, California, Leuven Belgium and Wilsonville, Oregon, among others.Oregon. We believe our existing facilities and equipment are in good operating condition and are suitable for our business in the manner that it is currently conducted. We expect to continue to make investments in capital equipment as needed to meet anticipated demand for our products.products and evaluate our existing real estate portfolio for potential consolidation and efficiencies. See “Item 1. Business – Production and Supplies” and Notes 12 and 20 to the Consolidated Financial Statementsof this Form 10-K for further discussion of our facilities.


Item 3. Legal Proceedings

Securities and Derivative Litigation

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

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

21



et al., Case No. BC629730, filed on August 5, 2016 in the Superior Court for the State of California, County of Los Angeles (“Lu”); (8) Howes v. Reichental, et al., Case No. 0:16-cv-2810-MGL, filed on August 11, 2016 in the United States District Court for the District of South Carolina (“Howes”); and (9) Ameduri v. Reichental, et al., Case No. 0:16-cv-02995-MGL, filed on September 1, 2016 in the United States District Court for the District of South Carolina (“Ameduri”). Steyn and Piguing were consolidated into one action styled as In re 3D Systems Corp. Shareholder Derivative Litig., Lead Case No. 2015-CP-46-2225 in the Court of Common Pleas for the 16th Judicial Circuit, County of York, South Carolina. Gee and Lu were consolidated into one action styled as Gee v. Hull, et al., Case No. BC610319 in the Superior Court for the State of California, County of Los Angeles.  Nally, Foster, Howes and Ameduri were consolidated into one action in the United States District Court for the District of South Carolina with Nally as the lead consolidated case.

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

All of the derivative complaints listed above have been stayed until the earlier of the close of discovery or the deadline for appealing a dismissal in the KBC Asset Management NV securities class action.

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

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

On August 23, 2013, Ronald Barranco, a former Company employee, filed two lawsuits against the Company and certain officers in the United States District Court for the District of Hawaii. The first lawsuit (“Barranco I”) is captioned Ronald Barranco and Print3D Corporation v. 3D Systems Corporation, 3D Systems, Inc., and Damon Gregoire, Case No. CV 13-411 LEK RLP, and alleges seven causes of actionInformation relating to legal proceedings is included under the Company’s acquisition of Print3D Corporation (of which Mr. Barranco was a 50% shareholder) and the subsequent employment of Mr. Barranco by the Company. The second lawsuit (“Barranco II”) is captioned Ronald Barranco v. 3D Systems Corporation, 3D Systems, Inc., Abraham Reichental, and Damon Gregoire, Case No. CV 13-412 LEK RLP, and alleges the same seven causes of action relatingheader "Litigation" in Note 22 to the Company’s acquisition of certain website domains from Mr. Barranco and the subsequent employment of Mr. Barranco by the Company.  Both Barranco I and Barranco II allege the Company breached certain purchase agreementsconsolidated financial statements in order to avoid paying Mr. Barranco additional monies pursuant to royalty and earn out provisions in the agreements. The Company and its officers timely filed responsive pleadings on October 22, 2013 seeking, inter alia, to dismiss Barranco I due to a mandatory arbitration agreement and for lack of personal jurisdiction and to dismiss Barranco II for lack of personal jurisdiction.

With regard to Barranco I, the Hawaii district court, on February 28, 2014, denied the Company’s motion to dismiss and its motion to transfer venue to South Carolina for the convenience of the parties. However, the Hawaii court recognized that the plaintiff’s claims are all subject to mandatory and binding arbitration in Charlotte, North Carolina. Because the Hawaii court was without authority to compel arbitration outside of Hawaii, the court ordered that the case be transferred to the district court encompassing Charlotte (the United States District Court for the Western District of North Carolina) so that court could compel arbitration in Charlotte. On April 17, 2014, Barranco I was transferred to the United States District Court for the Western District of North Carolina. Plaintiff filed a demand for arbitration on October 29, 2014. On December 9, 2014, the Company filed its answer to plaintiff’s demand for arbitration. On February 2, 2015, plaintiff filed an amended demand that removed Mr. Gregoire as a defendant from the matter, and on February 4, 2015 the Company filed its amended answer. The parties selected an arbitrator and arbitration took place in September 2015 in Charlotte, North Carolina.

On September 28, 2015, the arbitrator issued a final award in favor of Mr. Barranco with respect to two alleged breaches of contract and implied covenants arising out of the contract.  The arbitrator found that the Company did not commit fraud or make any negligent misrepresentations to Mr. Barranco. Pursuant to the award, the Company is to pay approximately $11,282, which includes alleged actual damages of $7,254, fees and expenses of $2,318 and prejudgment interest of $1,710. The Company disagrees with the single arbitrator’s findings and conclusions and believes the arbitrator’s decision exceeds his authority and disregards the applicable law. As an initial response, the Company filed a motion for modification on September 30, 2015, based on mathematical errors in the computation of damages and fees. On October 16, 2015, the arbitrator issued an order denying the Company’s motion and sua sponte issuing a modified final award in favor of Mr. Barranco in the same above-referenced amounts, but making certain substantive changes to the award, which changes the Company believes were improper and outside the scope of his authority and the American Arbitration Association rules. On November 20, 2015, the Company filed a motion to vacate the arbitration award in the federal court in the United States District Court for the Western District of North Carolina.  Claimants also filed a motion to confirm the arbitration award. A hearing was held on the motions on September 29, 2016 in federal court in the Western District of North Carolina. The court requested supplemental briefing by the parties, which briefs were filed on July 11, 2016.

22


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

Notwithstanding the Company’s right to appeal, given the arbitrator’s decision, the Company recorded an $11,282 expense provision for this matter in the quarter ended September 30, 2015. The provision is subject to adjustment based on the ultimate outcome of the Company’s appeal. If it is ultimately determined that money is owed following the full appellate process in federal court, the Company intends to fund any amounts to be paid from cash on hand. This amount has been classified as a current liability given the timeline of the appeals process. 

With regard to Barranco II, the Hawaii district court, on March 17, 2014, denied the Company’s motion to dismiss and its motion to transfer venue to South Carolina. However, the Hawaii court dismissed Count II in plaintiff’s complaint alleging breach of the employment agreement.  The Company filed an answer to the complaint in the Hawaii district court on March 31, 2014.  On November 19, 2014, the Company filed a motion for summary judgment on all claims which was heard on January 20, 2015. On January 30, 2015, the court entered an order granting in part and denying in part the Company’s motion for summary judgment. The order narrowed the plaintiff’s claim for breach of contract and dismissed the plaintiff’s claims for fraud and negligent misrepresentation. As a result, Messrs. Reichental and Gregoire were dismissed from the lawsuit. The case was tried to a jury in May 2016, and on May 27, 2016 the jury found that the Company was not liable for either breach of contract or breach of the implied covenant of good faith and fair dealing.  Additionally, the jury found in favor of the Company on its counterclaim against Mr. Barranco and determined that Mr. Barranco violated his non-competition covenant with the Company. On July 5, 2017, the court ordered a bench trial regarding causation and damages with respect to the equitable accounting on the Company’s prevailing counterclaim against Mr. Barranco. The bench trial took place on November 20, 2017.  The Court ordered the submission of proposed findings of fact and conclusions of law.  The Company submitted its proposed Findings of Fact and Conclusions of Law on January 12, 2018.  Barranco submitted his on February 2, 2018.  The Company submitted its Reply on February 16, 2018.  The Court is expected to rule on the accounting thereafter.

Export Compliance Matter

In October 2017, the Company received an administrative subpoena from the BIS requesting the production of records in connection with possible violations of U.S. export control laws, including with regard to its Quickparts subsidiary. In addition, while collecting information responsive to the above-referenced subpoena, the Company identified potential violations of the ITAR administered by the DDTC and potential violations of the Export Administration Regulations administered by the BIS.  On February 12, 2018, the Company submitted an initial notice of voluntary disclosure to DDTC in which the Company identified certain potentially unauthorized exports of technical data.  The Company is continuing to conduct and internal review and cooperating fully with the investigation, but cannot predict the ultimate resolutionItem 8 of this matter. The Company expects to incur significant legal costs and other expenses in connection with responding to these inquiries. See “Risk Factors - We have received an administrative subpoena from the Bureau of Industry and Security of the Department of Commerce requesting information related to possible violations of U.S. export control laws” under Part I,Form 10-K, which is incorporated by reference into this Item 1A.

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

3.

Item 4. Mine Safety Disclosures


Not applicable.

23



PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Our common stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “DDD.” The following table sets forth, for the periods indicated, the range of high and low prices of our common stock, $0.001 par value, as quoted on the NYSE.



 

 

 

 

 

 

 

Year

Period

 

High

 

Low

2016

Q1

 

$

15.90

 

$

6.00



Q2

 

 

19.76

 

 

11.59



Q3

 

 

18.23

 

 

11.98



Q4

 

 

18.51

 

 

12.34

2017

Q1

 

$

17.68

 

$

13.40



Q2

 

 

23.70

 

 

14.12



Q3

 

 

19.06

 

 

12.02



Q4

 

 

14.44

 

 

7.92


As of March 7, 2018,February 22, 2021, our outstanding common stock was held by approximately 973  stockholders1,113 stockholders of record. This figure does not reflect the beneficial ownership of shares held in the nominee name.


Dividends


22


We do not currently pay, and have not paid, any dividends on our common stock, and we currently intend to retain any future earnings for use in our business. Any future determination as to the declaration of dividends on our common stock will be made at the discretion of the Board of Directors and will depend on our earnings, operating and financial condition, capital requirements and other factors deemed relevant by the Board of Directors, including the applicable requirements of the Delaware General Corporation Law, which provides that dividends are payable only out of surplus or current net profits.


Thepayment of dividends on our common stock may be restricted by the provisions of credit agreements or other financing documents that we may enter into or the terms of securities that we may issue from time to time. Currently, no such agreements or documents limit our declaration of dividends or payments of dividends, other than our $150.0$200.0 million five-year5-year term and revolving unsecuredsenior secured credit facility, with PNC Bank, National Association, which limits the amount of cash dividends that we may pay in any one fiscal year to $30.0 million.

24



Issuance of Unregistered Securities and Issuer Purchases of Equity Securities


We did not repurchase any of our equity securities in the open market during the year ended 2017, except2020, however, shares of common stock were surrendered to us for unvestedpayment of tax withholding obligations in connection with the vesting of restricted stock awards repurchased or forfeited pursuant to our 2004 and 2015 Incentive Stock Plans.Plan. For information regarding the securities authorized for issuance under our equity compensation plans, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Matters–Equity Compensation Plans” under Part III,in Item 12 of this Form 10-K. Also see Note 1416 to the Consolidated Financial Statements.

consolidated financial statements in Item 8 of this Form 10-K. We did not engage in any unregistered sales of equity securities in 2020.


Issuer purchases of equity securities



 

 

 

 

 

 

 

 

 



Total number of shares (or units) purchased

 

 

Average price paid per share (or unit)

 

Total number of shares (or units) purchased as part of publicly announced plans or programs

 

 

Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs

January 1, 2017 - January 31, 2017

31,761 

 

$

13.69 

 

 —

 

$

 —

February 1, 2017 - February 28, 2017

35,710 

 

 

16.61 

 

 —

 

 

 —

March 1, 2017 - March 31, 2017

2,285 

 

 

14.49 

 

 —

 

 

 —

April 1, 2017 - April 30, 2017

20,369 

 

 

14.87 

 

 —

 

 

 —

May 1, 2017 - May 31, 2017

17,777 

 

 

21.65 

 

 —

 

 

 —

June 1, 2017 - June 30, 2017

9,229 

 

 

20.67 

 

 —

 

 

 —

July 1, 2017 - July 31, 2017

13,687 

 

 

17.13 

 

 —

 

 

 —

August 1, 2017 - August 31, 2017

127,259 

 

 

17.08 

 

 —

 

 

 —

September 1, 2017 - September 30, 2017

12,970 

 

 

12.93 

 

 —

 

 

 —

October 1, 2017 - October 31, 2017

5,701 

 

 

12.00 

 

 —

 

 

 —

November 1, 2017 - November 30, 2017

134,889 

 

 

8.38 

 

 —

 

 

 —

December 1, 2017 - December 31, 2017

3,247 

 

 

9.40 

 

 —

 

 

 —

Total

414,884 

(a)

$

13.85 

(b)

 

$

(a)

Includes shares of common stock surrendered to the Company for payment of tax withholding obligations in connection with the vesting of restricted stock.

Total number of shares (or units) purchased Average price paid per share (or unit)
October 1, 2020 - October 31, 2020—  $— 
November 1, 2020 - November 30, 20203,158  7.12 
December 1, 2020 - December 31, 20207,619  10.40 
Total10,777 a$9.44 b

(b)

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


25

a.Represents shares of common stock surrendered to us for payment of tax withholding obligations in connection with the vesting of restricted stock.

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


Stock Performance Graph


The graph below shows, for the five years ended December 31, 2017,2020, the cumulative total return on an investment of $100 assumed to have been made on December 31, 20122015 in our common stock. For purposes of the graph, cumulative total return assumes the reinvestment of all dividends. The graph compares such return with those of comparable investments assumed to have been made on the same date in (a) the NYSE Composite Index, and (b) the S&P 500Small-Cap 600 Information Technology Index and (c) the S&P Mid-Cap 400 Index which are published market indices with which we are sometimes compared.


Although total return for the assumed investment assumes the reinvestment of all dividends on December 31 of the year in which such dividends were paid, we paid no cash dividends on our common stock during the periods presented.


23


COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*

*  Fiscal years ending December 31.

RETURN

ddd-20201231_g2.jpg



 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

12/12

 

12/13

 

12/14

 

12/15

 

12/16

 

12/17

3D Systems Corporation

 

$

100 

$

261 

$

92 

$

24 

$

37 

$

24 

NYSE Composite Index

 

 

100 

 

126 

 

135 

 

130 

 

145 

 

173 

S&P 500 Information Technology Index

 

 

100 

 

128 

 

154 

 

163 

 

186 

 

258 

S&P 500 Mid-Cap 400 Index

 

 

100 

 

134 

 

147 

 

143 

 

173 

 

201 

26


December 31, 2015December 31, 2016December 31, 2017December 31, 2018December 31, 2019December 31, 2020
3D Systems Corporation$100 $153 $99 $117 $101 $121 
NYSE Composite Index100 112 133 122 153 164 
S&P Small-Cap 600 Information Technology Index100 134 148 134 188 240 


Item 6. Selected Financial Data

The selected consolidated financial data set forth below for the five years ended December 31, 2017 have been derived from our historical Consolidated Financial Statements. You should read this information together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, and our Consolidated Financial Statements and the notes thereto included in this Form 10-K.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Year ended December 31,

(in thousands, except per share amounts)

 

2017

 

2016

 

2015

 

2014

 

2013

Consolidated Statement of Income (Loss) and Other Comprehensive Income (Loss)  Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

210,280 

 

 

$

223,544 

 

 

$

257,379 

 

 

$

283,339 

 

 

$

227,627 

Materials

 

 

168,846 

 

 

 

156,839 

 

 

 

150,740 

 

 

 

158,859 

 

 

 

128,405 

Services

 

 

266,943 

 

 

 

252,582 

 

 

 

258,044 

 

 

 

211,454 

 

 

 

157,368 

Total

 

 

646,069 

 

 

 

632,965 

 

 

 

666,163 

 

 

 

653,652 

 

 

 

513,400 

Gross profit 

 

 

304,839 

 

 

 

309,751 

 

 

 

291,809 

 

 

 

317,434 

 

 

 

267,594 

Impairment of goodwill and other intangible assets (a)

 

 

 —

 

 

 

 —

 

 

 

537,179 

 

 

 

 

 

 

Income (loss) from operations

 

 

(53,973)

 

 

 

(38,420)

 

 

 

(641,924)

 

 

 

26,315 

 

 

 

80,861 

Net income (loss)

 

 

(65,323)

 

 

 

(39,265)

 

 

 

(663,925)

 

 

 

11,946 

 

 

 

44,119 

Net income (loss) available to common stockholders

 

 

(66,191)

 

 

 

(38,419)

 

 

 

(655,492)

 

 

 

11,637 

 

 

 

44,107 

Net income (loss) available to common stockholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.59)

 

 

$

(0.35)

 

 

$

(5.85)

 

 

$

0.11 

 

 

$

0.45 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

231,293 

 

 

$

302,545 

 

 

$

286,996 

 

 

$

432,864 

 

 

$

416,399 

Total assets

 

 

896,764 

 

 

 

849,153 

 

 

 

891,959 

 

 

 

1,530,310 

 

 

 

1,097,856 

Current portion of debt and capitalized lease obligations

 

 

644 

 

 

 

572 

 

 

 

529 

 

 

 

684 

 

 

 

187 

Long term debt and capitalized lease obligations, less current portion

 

 

7,078 

 

 

 

7,587 

 

 

 

8,187 

 

 

 

8,905 

 

 

 

18,693 

Total stockholders' equity

 

 

615,948 

 

 

 

626,700 

 

 

 

654,646 

 

 

 

1,294,125 

 

 

 

933,792 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

62,041 

 

 

$

60,535 

 

 

$

83,069 

 

 

$

55,188 

 

 

$

30,444 

Interest expense

 

 

919 

 

 

 

1,282 

 

 

 

2,011 

 

 

 

1,227 

 

 

 

3,425 

Capital expenditures

 

 

30,881 

 

 

 

16,567 

 

 

 

22,399 

 

 

 

22,727 

 

 

 

6,972 

(a)

For further discussion of goodwill and other intangible assets impairment charges recorded in 2015, see Notes 2, 6 and 7 to the Consolidated Financial Statements.

None.

27

24


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations


The following discussion and analysis should be read together with the selected consolidated financial data and our Consolidated Financial Statementsconsolidated financial statements and notes thereto included in Item 8 of this Form 10-K. Certain statements contained in this discussion may constitute forward‑lookingforward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those reflected in any forward-looking statements, as discussed more fully in this Form 10-K. See “Forward-Looking Statements” and “Risk Factors” in Part I, Item 1A.


For discussion related to the results of operations and changes in financial condition for fiscal 2019 compared to fiscal 2018, refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2019 Form 10-K, which was filed with the SEC on February 26, 2020.

Overview and Strategy


We combine customer collaboration and innovation with the expertise of our people to execute on a strategy of providing digital manufacturing solutions. These ongoing efforts resulted in the creation of nearly 130 million production parts by our customers in 2020.

We architect solutions specific to customers’ needs through a combination of materials, hardware platforms, software and professional services – creating a path to integrating additive into traditional production environments. As a result, manufacturers achieve design freedom, increase agility, scale production and improve overall total cost of operation.

Digital Manufacturing Solutions for a Breadth of Industries

Our digital manufacturing solutions customers span a range of industries including Aerospace and Defense, Automotive, Dental, Durable Goods and Healthcare.
Industrial Solutions
Aerospace and Defense: Aerospace and defense customers use our solutions to achieve manufacturing productivity improvements such as increased speed and reliability of quality assurance and validation processes, lowered fuel costs through lightweighting and parts consolidation, increased manufacturing productivity through innovative 3D printed casting patterns, 3D data recovery, injection-mold design and direct metal printing of airworthy parts.
Automotive: Our production solutions are used by automotive manufacturers to develop lighter weight parts to drive down manufacturing costs, design and produce innovative assemblies that reduce part counts, provide comprehensive 3D printinggreater strength and efficiency and create realistic prototypes that reduce time from the product development process.
Durable Goods: Manufacturers of durable goods use our solutions to increase factory automation and connectivity, create greater product personalization and achieve just-in-time manufacturing. Our products and services help reduce mass production, one-size-fits-all manufacturing, long lead time and large inventories for our durable goods customers.
Healthcare Solutions
Dental: We offer a broad range of clinically validated digital dentistry technologies and materials that allow dental labs to access advanced digital workflows, driving speed, efficiency and precision of a range of indications delivered to patients.
Healthcare: We partner with surgeons, healthcare professionals and medical device manufacturers to offer a range of precision healthcare solutions, including 3D printers, materials, software,printed anatomical models, VSP and patient-specific surgical guides, instrumentation and implants.

25


Accelerating Additive Manufacturing Adoption

We partner with our customers in their progression in the use of additive manufacturing to help accelerate the adoption of additive manufacturing within their existing production environments. This process focuses on demand manufacturing servicesthe customer’s desired application in order to design the solutions to achieve their needs and digital design tools. Our solutions supportaddress challenges. Customers regularly engage with one of our Customer Innovation Centers (CIC), where a customized production workflow solution is designed to accelerate the development of advanced applications inby providing customers with access to solutions, domain expertise and state-of-the-art technology. The process often includes our software as the core to the overall solution. Customers are able to scan and digitize solutions when digital files do not exist, and then prepare their CAD file for 3D printing. This preparation includes importing part data, orienting the part on the build plate, optimizing the geometry and creating supports to ensure the final part matches the design intent. The part is then created using our additive manufacturing hardware platforms. After printing, the part is post-processed and our software provides inspection capabilities.

On Demand Solutions Provide Supply Chain Flexibility

Our On Demand solutions facilitate supply chain flexibility by leveraging the same production solutions available direct to customers. Our On Demand solutions can provide single part production, or hundreds of parts, within days. Customers have access to a wide rangeglobal network of industriesfacilities and key verticals including healthcare, aerospace, automotive and durable goods. Our precision healthcare capabilities include simulation, Virtual Surgical Planning (“VSP™”), and printingnearly four decades of medical and dental devices, models, surgical guides and instruments. Our experience and expertise have proven vital to our development of an ecosystem and end-to-end digital workflow which enable customers to optimize product designs, transform workflows, bring innovative products to market and drive new business models.

We are pursuing a strategy focused on offering a comprehensive ecosystem that provides solutions aimed at healthcare, dental, aerospace, automotive and durable goods verticals to address professional and industrial applications. We believe a shift in 3D printing and advanced manufacturing solutions.


Digital Factory Software

Our extensive software portfolio allows manufacturers to deliver physical products with digital precision and speed. We provide manufacturers with access to additive technologies to create their products, streamlining manufacturing processes from prototypingdigitization and design to also usingmanufacturing, inspection and production management.

Integrated Production Solutions

Our additive manufacturing for productionsolutions can complement our customers’ traditional workflows to create a competitive advantage. Our strategic partnership with GF Machining Solutions is underway. We are focused ondesigned to help more manufacturers take advantage of additive technology. This partnership combines our innovation and new productsexpertise in additive manufacturing with GF Machining Solutions’ leadership in precision machining, enabling manufacturers to drive expansion into 3D production through improving durability, reliability, repeatabilitycombine additive and subtractive technologies to more efficiently produce complex metal parts within tight tolerances, and reduce total cost of operation.

COVID-19 Pandemic Response

We continue to closely monitor the COVID-19 pandemic and our top priority remains the health and safety of our employees and their families and communities. Our Crisis Response Steering Committee regularly reviews and adapts our protocols based on evolving research and guidance related to the virus. While essential operations of 3D printing solutions.

continue, we continue to restrict travel and meetings, publish pertinent information, and adapt to a world where many in our workforce are remote and those coming on-site are following new safety measures. We have launched new 3D printers with increased speeds and capabilities as well as introduced materials with improved strength, durability, elasticity and high temperature capabilities, developments we believe are well suited for advanced and demanding applications. We have also expanded and strengthened our software portfolio to help enhance our customers’ workflows from digitize to design to simulate to manufacture, inspect and manage. Wea multi-phase plan to continuereturn to invest in development of hardware, software, materialsworking on-site, and servicesremain committed to provide comprehensive solutions in plasticsprotecting our employees, delivering for our customers and metals to address significant market opportunities with a use-case by use-case approach, focusing on solving specific customer applications and needs withinsupporting our targeted vertical markets.

To execute this strategy, we are focusing on an operating framework and go-to-market model that drives sustainable, long-term growth and profitability. We are balancing investments to support process improvements, infrastructure enhancements and focused innovation to transform the Company, while also driving an appropriate cost structure.  We expect to be able to support growth by prioritizing and focusing our resources, leveraging our technology and domain expertise and maintaining and expanding strong customer and partner relationships. As with any growth strategy, there can be no assurance that we will succeed in accomplishing our strategic initiatives.

Recent Developments

In November 2017, we held a Launch Event at our Denver, Colorado facility which showcased our innovation and unveiled our next generation additive manufacturing solutions, which we plan to roll out and make commercially available throughout 2018. We unveiled new plastic and metal 3D printers, a range of materials and new software releases, and we also demonstrated our unmatched healthcare solutions workflow and production facility. In February 2018, we introduced the NextDent 5100, a Figure 4-based 3D printer specifically designed for dental labs. The NextDent 5100 is our first entry to market with our scalable Figure 4 platform, which we believe is a breakthrough product for digital dentistry in terms of cost and capabilities. At the same time, we launched several new materials, bringing the total number to 30 dental-specific materials for the NextDent 5100. In February, we also launched the FabPro 1000, our new low cost, high productivity DLP-based 3D printer designed for dental and jewelry production as well as high functionality and throughput, industrial prototyping. During the first quarter, we plan to begin shipping our next generation SLS printer, the ProX SLS 6100, with six production-grade materials to deliver superior part quality with greater efficiency and lower total cost of operation versus competitors. Over the following months, we plan to launch additional Figure 4 products designed to meet various production environment needs from a standalone unit to modular to fully automated production solutions. Later in 2018, we also plan to launch a scalable, automated, fully integrated, next generation metals platform, the DMP 8500, to deliver an end-to-end solution for metal additive manufacturing. We believe the DMP 8500 will offer the industry’s largest part diameter compared to current systems as well as an expanded materials portfolio, durable and removable print modules, powder management modules and fully integrated 3DXpert software to help streamline the production of parts.

communities.

28



2017

2020 Summary

Total consolidated


Consolidated revenue for the year ended December 31, 2017 increased2020 decreased by 2.1%12.4%, or $13.1$79.1 million, to $646.1$557.2 million, compared to $633.0$636.4 million for the year ended December 31, 2016. These2019. Current year revenue was adversely impacted by COVID-19, the effects of which occurred most severely at the onset of the pandemic, in the latter part of the first quarter and into the second quarter, as many of our customers were shutdown or on a significantly reduced level of activity. The third quarter experienced a partial return in activity, though levels remained lower than that of prior year. The fourth quarter experienced a stronger return in activity, with results reflect an increasesurpassing that of the prior year quarter by 2.6%.

Revenue from Healthcare increased 9.1% to $245.4 million for the year ended December 31, 2020, compared to $224.8 million for the year ended December 31, 2019, driven by stronger sales to the dental market. Industrial sales decreased 24.2% to $311.9 million for the year ended December 31, 2020, compared to $411.5 million for the year ended December 31, 2019; decreases were in materialsall products and services revenue, partially offset by a decrease in products revenue, as further discussed below.

Healthcare revenue includes sales of products, materials and services for healthcare-related applications, including simulation, training, planning, 3D printing of anatomical models, surgical guides and instruments and medical and dental devices. across all geographies.


For the year ended December 31, 2017, healthcare2020, total software revenue increasedfrom products and services decreased by 18.5%,12.7% to $188.7$86.0 million, and made up 29.2%15.4% of total revenue, compared to $159.3$98.5 million, or 25.2%15.5% of total revenue, for the year ended December 31, 2016. The increase in healthcare revenue is driven by growth in products, including printers, materials, including the acquisition of Vertex-Global Holding B.V. (“Vertex”), a provider of dental materials worldwide under the Vertex and NextDent brands, and services, including virtual surgical planning and contract manufacturing services.

For the year ended December 31, 2017, total software revenue from products and services increased 4.5% to  $91.7 million, and made up 14.2% of total revenue, compared to $87.7 million, or 13.9% of total revenue for the year ended December 31, 2016.

As of December 31, 2017 and 2016, our backlog was $33.1 million and $31.7 million, respectively. Production and delivery of our printers is generally not characterized by long lead times; backlog is more dependent on timing of customers’ requested deliveries. In addition, on demand manufacturing services lead time and backlog depends on whether orders are for rapid prototyping or longer-range production runs. As of both December 31, 2017 and 2016, backlog included $9.2 million of on demand manufacturing service orders.

2019.


26


Gross profit for the year ended December 31, 20172020 decreased by 1.6%20.4%, or $4.9$57.2 million, to $304.8$223.4 million, compared to $309.8$280.5 million for the year ended December 31, 2016.2019. Gross profit margin for the years ended December 31, 20172020 and 20162019 was 47.2%40.1% and 48.9%44.1%, respectively. Gross profit margin fordecreased primarily due to lower sales volume and the years endedunder absorption of 2017 and 2016 included charges of $12.9 million and $10.7 million, respectively, related to the write-off of excess and obsolete inventory as well as to maintain alignment with our strategy.

supply chain overhead resulting from lower production.


Operating expenses for the year ended December 31, 20172020 increased by 3.1%1.4%, or $10.6$4.7 million, to $358.8$342.3 million, compared to $348.2$337.6 million for the year ended December 31, 2016.2019. Selling, general and administrative expenses for the year ended December 31, 2017 increased2020 decreased by 1.7%13.5%, or $4.4$34.5 million, to $264.2$219.9 million, compared to $259.8$254.4 million for the year ended December 31, 2016,  predominantly due to our investment in go to market and IT infrastructure.2019. Research and development expenses for the year ended December 31, 2017 increased2020 decreased by 7.1%11.0%, or $6.2$9.1 million, to $94.6$74.1 million, compared to $88.4$83.3 million for the year ended December 31, 2016,  predominantly due2019. In the third quarter of 2020, we recorded a non-cash goodwill impairment charge of $48.3 million. See Note 9 to increased researchthe consolidated financial statements in Item 8 of this Form 10-K for additional discussion. No similar charge was recorded in the prior year. Excluding the goodwill impairment charge, our lower operating expenses reflect reduced hiring and developmentlower travel expenses incurred in the current year, resulting from the COVID-19 pandemic, as well as savings achieved in the current year from cost restructuring activities, including personnel and marketing activities; partially offset by costs associated with restructuring efforts including employee severance and facility closings and related to our updated strategy and project reprioritization.  impairment charges.

Our operating loss for the year ended December 31, 20172020 was $54.0$119.0 million, compared to an operating loss of $38.4$57.1 million for the year ended December 31, 2016.

2019.


For the year ended December 31, 2017 and 2016,2020, we generated $25.9 million and $57.5used $20.1 million of cash from operations, respectively, as further discussed below.operations. For the year ended December 31, 2019, we generated $31.6 million of cash from operations. In total, our unrestricted cash balance at December 31, 20172020 and 2016December 31, 2019, was $136.3$75.0 million and $184.9$133.7 million, respectively. A key driver for theThe lower cash balance wasprimarily resulted from $20.1 million for operations, $26.8 million for repayments of debt, $12.5 million for payments to purchase noncontrolling interests and $13.6 million for capital expenditures, offset by net proceeds of $24.7 million from third quarter common stock issuances under our At-the-Market equity offering program ("ATM Program") pursuant to which we could issue and sell, from time to time, shares of our common stock up to an aggregate gross sales price of $150 million. See Note 18 and Note 26 to the Company’s acquisitionconsolidated financial statements in Item 8 of Vertexthis Form 10-K for approximately $37.6 million,additional discussion.

On August 5, 2020, we announced, in connection with the new strategic focus and organizational realignment, a restructuring plan intended to align our operating costs with current revenue levels and better position the Company for future sustainable and profitable growth. See Note 24 in Item 8 of which $34.3 million was in cash, net of cash assumed.

this Form 10-K.

29



Results of Operations for 2017,  20162020 and 2015

2019


Comparison of revenue

Current year revenue was adversely impacted by geographic region

2017 compared to 2016

The following table sets forthCOVID-19, as many of our customers were shutdown or on a significantly reduced level of activity for a portion of the change in revenue by geographic region for the years ended December 31, 2017 and 2016:

Table 1



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Americas

 

EMEA

 

Asia Pacific

 

Total

Revenue – 2016

 

$

340,885 

 

53.9 

%

 

$

193,141 

 

30.5 

%

 

$

98,939 

 

15.6 

%

 

$

632,965 

 

100 

%

Change in revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Volume

 

 

3,808 

 

1.1 

 

 

 

25,240 

 

13.1 

 

 

 

11,281 

 

11.4 

 

 

 

40,329 

 

6.4 

 

Price/Mix

 

 

(11,420)

 

(3.4)

 

 

 

(2,515)

 

(1.3)

 

 

 

(17,809)

 

(18.0)

 

 

 

(31,744)

 

(5.0)

 

Foreign currency translation

 

 

503 

 

0.1 

 

 

 

4,491 

 

2.3 

 

 

 

(475)

 

(0.5)

 

 

 

4,519 

 

0.7 

 

Net change

 

 

(7,109)

 

(2.2)

 

 

 

27,216 

 

14.1 

 

 

 

(7,003)

 

(7.1)

 

 

 

13,104 

 

2.1 

 

Revenue – 2017

 

$

333,776 

 

51.7 

%

 

$

220,357 

 

34.1 

%

 

$

91,936 

 

14.2 

%

 

$

646,069 

 

100 

%

Consolidated revenue increased 2.1%, driven by higher sales volume in the EMEA and Asia Pacific regions as well as the favorable impact of foreign currency, offset by a shift in product mix and average selling price across all geographic regions.  The increase in revenue in the EMEA region primarily reflects higher sales volume, including the addition of Vertex and NextDent branded dental materials, and the favorable impact of foreign currency, partially offset by a shift in product mix and average selling price. The decrease in revenue in the Americas and Asia Pacific regions are primarilyyear. Excluding impacts due to a shift in product mix and average selling price, partially offset by an increase in sales volume in the Asia Pacific region.

For the years ended December 31, 2017 and 2016, revenue from operations outside the U.S., including Latin America, EMEA and APAC, was 50.1% and 47.9%  of total revenue, respectively.

2016 compared to 2015

The following table sets forth the change in revenue by geographic region for the years ended December 31, 2016 and 2015:

Table 2



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Americas

 

EMEA

 

Asia Pacific

 

Total

Revenue – 2015

 

$

357,976 

 

53.7 

%

 

$

200,104 

 

30.0 

%

 

$

108,083 

 

16.3 

%

 

$

666,163 

 

100 

%

Change in revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Volume

 

 

550 

 

0.2 

 

 

 

(58)

 

 —

 

 

 

(1,765)

 

(1.6)

 

 

 

(1,273)

 

(0.2)

 

Price/Mix

 

 

(16,619)

 

(4.6)

 

 

 

(4,066)

 

(2.0)

 

 

 

(8,226)

 

(7.6)

 

 

 

(28,911)

 

(4.3)

 

Foreign currency translation

 

 

(1,022)

 

(0.3)

 

 

 

(2,839)

 

(1.4)

 

 

 

847 

 

0.8 

 

 

 

(3,014)

 

(0.5)

 

Net change

 

 

(17,091)

 

(4.7)

 

 

 

(6,963)

 

(3.4)

 

 

 

(9,144)

 

(8.4)

 

 

 

(33,198)

 

(5.0)

 

Revenue – 2016

 

$

340,885 

 

53.9 

%

 

$

193,141 

 

30.5 

%

 

$

98,939 

 

15.6 

%

 

$

632,965 

 

100 

%

Consolidated revenue decreased 5.0% across all regions,  primarily reflective of lower sales of 3D printers and on demand manufacturing services, partially offset by increased sales from materials, software and healthcare-related solutions.

For the years ended December 31, 2016 and 2015, revenue from operations outside the U.S., including Latin America, EMEA and APAC, was 47.9% and 49.0% of total revenue, respectively.

30


Comparison of revenue by class

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

Duepandemic, due to the relatively high price of certain 3D printers and a corresponding lengthy selling cycle andas well as relatively low unit volume of the higher priced printers in any particular period, a shift in the timing and concentration of orders and shipments from one period to another can affect reported revenue in any given period. Revenue reported in any particular period is also affected by timing of revenue recognition under rules prescribed by U.S. generally accepted accounting principles (“GAAP”).


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

2017 compared to 2016


We earn revenue from the sale of products and services. The products category includes 3D printers and corresponding materials, healthcare simulators and digitizers, software licenses, 3D scanners and haptic devices. The majority of materials used in our 3D printers are proprietary. The services category includes maintenance contracts and services on 3D printers and simulators, software maintenance, on demand solutions and healthcare services.
27



The following table sets forth the changechanges in revenue by class for the years ended December 31, 2017 and 2016. 

Table 3



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Products

 

Materials

 

Services

 

Totals

Revenue – 2016

 

$

223,544 

 

35.3 

%

 

$

156,839 

 

24.8 

%

 

$

252,582 

 

39.9 

%

 

$

632,965 

 

100 

%

Change in revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Volume

 

 

(319)

 

(0.1)

 

 

 

27,501 

 

17.5 

 

 

 

13,147 

 

5.2 

 

 

 

40,329 

 

6.4 

 

Price/Mix

 

 

(15,979)

 

(7.1)

 

 

 

(15,765)

 

(10.1)

 

 

 

 —

 

 

 

 

(31,744)

 

(5.0)

 

Foreign currency translation

 

 

3,034 

 

1.4 

 

 

 

271 

 

0.2 

 

 

 

1,214 

 

0.5 

 

 

 

4,519 

 

0.7 

 

Net change

 

 

(13,264)

 

(5.8)

 

 

 

12,007 

 

7.6 

 

 

 

14,361 

 

5.7 

 

 

 

13,104 

 

2.1 

 

Revenue – 2017

 

$

210,280 

 

32.5 

%

 

$

168,846 

 

26.1 

%

 

$

266,943 

 

41.3 

%

 

$

646,069 

 

100 

%

Consolidated revenue increased 2.1%, driven by increased sales volume in both materials and services as well as the favorable impact of foreign currency, offset by a shift in product mix and average selling prices.

Products revenue decreased due to changes in product mix and average selling prices, including a shift in demand for lower priced printers and a moderate decrease in sales volume.  For the years ended December 31, 20172020 and 2016,2019.


Table 1
(Dollars in thousands)ProductsServicesTotal
Revenue — 2019$389,337 61.2 %$247,017 38.8 %$636,354 100.0 %
Change in revenue:
Volume(56,395)(14.5)%(20,238)(8.2)%(76,633)(12.0)%
Price/Mix(222)(0.1)%— %(221)— %
Foreign currency translation79 — %(2,339)(0.9)%(2,260)(0.4)%
Net change(56,538)(14.5)%(22,576)(9.1)%(79,114)(12.4)%
Revenue — 2020$332,799 59.7 %$224,441 40.3 %$557,240 100.0 %

Consolidated revenue decreased 12.4%, predominantly due to lower products volume, driven by decreased sales of printers and corresponding materials, and lower on demand volume. The lower demand was due to COVID-19, as many of our customers were shutdown or on a significantly reduced level of activity starting in the latter part of the first quarter.

For the year ended December 31, 2020 and 2019, revenue from printers contributed $123.4$99.2 million and $133.3$123.9 million, respectively. Software revenue included in the products category including scanners and haptic devices, contributed $47.8$43.7 million and $44.5 million for the years ended December 31, 2017 and 2016, respectively.

The increase in materials revenue reflects continued utilization by the installed base and demand from healthcare customers, including acquired Vertex and NextDent dental materials. This increased demand was partially offset by a decrease related to a shift in product mix and average selling prices.

Services revenue increased primarily due to higher demand for healthcare services. For the years ended December 31, 2017 and 2016, revenue from on demand manufacturing services contributed $104.6 million and $104.4 million, respectively. For the years ended December 31, 2017 and 2016, software services revenue contributed $43.9 million and $43.2 million, respectively.

31


2016 compared to 2015

The following table sets forth the change in revenue by class for the years ended December 31, 2016 and 2015.

Table 4



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Products

 

Materials

 

Services

 

Totals

Revenue – 2015

 

$

257,379 

 

38.6 

%

 

$

150,740 

 

22.6 

%

 

$

258,044 

 

38.8 

%

 

$

666,163 

 

100 

%

Change in revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Volume

 

 

(19,336)

 

(7.5)

 

 

 

21,685 

 

14.4 

 

 

 

(3,622)

 

(1.4)

 

 

 

(1,273)

 

(0.2)

 

Price/Mix

 

 

(13,786)

 

(5.4)

 

 

 

(15,125)

 

(10.0)

 

 

 

 

 

 

 

(28,911)

 

(4.3)

 

Foreign currency translation

 

 

(713)

 

(0.3)

 

 

 

(461)

 

(0.3)

 

 

 

(1,840)

 

(0.7)

 

 

 

(3,014)

 

(0.5)

 

Net change

 

 

(33,835)

 

(13.2)

 

 

 

6,099 

 

4.1 

 

 

 

(5,462)

 

(2.1)

 

 

 

(33,198)

 

(5.0)

 

Revenue – 2016

 

$

223,544 

 

35.3 

%

 

$

156,839 

 

24.8 

%

 

$

252,582 

 

39.9 

%

 

$

632,965 

 

100 

%

Consolidated revenue decreased  5.0%, driven by a decrease in products volume, services volume, and a shift in product mix, partially offset by higher materials revenue and software revenue.

The discontinuation of consumer products coupled with lower sales of professional printers offset higher sales of production printers, resulting in overall lower revenue from 3D printers. For the year ended December 31, 2016, software revenue included in the products category, including scanners and haptic devices, contributed $44.5 million, compared to $44.3$53.7 million for the year ended December 31, 2015.

The increase2020 and 2019, respectively. Materials revenue included in materials revenuethe products category contributed $157.1 million and $169.1 million for the year ended December 31, 2016 primarily reflects increased demand for materials driven by industrial customers with production printers.

The decrease in2020 and 2019, respectively.


Revenue from services revenue fordecreased 9.1%, or $22.6 million, as compared to the year ended December 31, 20162019. The decrease was primarily driven bycomprised of a decrease20.3%, or $18.8 million, decline in our on demand manufacturing services. The remaining decrease resulted from maintenance contracts and services which more than offset the growth inon printers and simulators, software maintenance and healthcare and software services revenue. For the year ended December 31, 2016, services revenue from on demand manufacturing decreased 18.1%, to $104.4 million, compared to $127.4 for the year ended December 31, 2015. services.

For the years ended December 31, 20162020 and 2015, software2019, revenue included infrom operations outside the services category contributed $43.2 millionU.S. was 50.6% and $33.8 million,51.3% of total revenue, respectively.


Gross profit and gross profit margins

2017 compared to 2016


The following table sets forth gross profit and gross profit margins for the years ended December 31, 20172020 and 2016.

2019.


Table 5

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

2017

 

2016

 

Change in Gross Profit

 

Change in Gross Profit Margin

20202019Change in Gross ProfitChange in Gross Profit Margin

(Dollars in thousands)

Gross Profit

 

Gross Profit Margin

 

Gross Profit

 

Gross Profit Margin

 

$

 

%

 

Percentage Points

 

%

(Dollars in thousands)Gross ProfitGross Profit MarginGross ProfitGross Profit Margin$%Percentage Points%

Products

$

52,585 

 

25.0 

%

 

$

63,925 

 

28.6 

%

 

$

(11,340)

 

(17.7)

%

 

 

(3.6)

 

(12.6)

%

Products$105,118 31.6 %$154,756 39.7 %$(49,638)(32.1)%(8.1)(20.4)%

Materials

 

123,014 

 

72.9 

 

 

121,030 

 

77.2 

 

 

 

1,984 

 

1.6 

 

 

(4.3)

 

(5.6)

 

Services

 

129,240 

 

48.4 

 

 

124,796 

 

49.4 

 

 

 

4,444 

 

3.6 

 

 

(1.0)

 

(2.0)

 

Services118,257 52.7 %125,785 50.9 %(7,528)(6.0)%1.8 3.5 %

Total

$

304,839 

 

47.2 

%

 

$

309,751 

 

48.9 

%

 

$

(4,912)

 

(1.6)

%

 

 

(1.7)

 

(3.5)

%

Total$223,375 40.1 %$280,541 44.1 %$(57,166)(20.4)%(4.0)(9.1)%


The decrease in total consolidated gross profit iswas predominantly driven by changes in product mix. Also contributingdue to the decrease werelower sales volume as previously discussed, as well as end-of-life inventory charges of $12.4 million. Excluding the end-of-life inventory adjustments totaling $12.9 millioncharge, total gross profit margin would have been 42.3%. See Note 6 to the consolidated financial statements in 2017 versus adjustments of $10.7 million in the same period of 2016. The 2017 inventory adjustment resulted from a comprehensive review of our portfolio and inventory during the year ended December 31, 2017. The 2017 inventory adjustment primarily related to legacy plastics printers, refurbished and used metals printers and parts that have

32


shown little to no use over extended periods. The majorityItem 8 of this adjustment relates to the products category. GrossForm 10-K for additional discussion.


Products gross profit for materials decreased primarily due to the additionlower sales volume, as previously discussed, and the under absorption of Vertex’s conventional dental materials, which aresupply chain overhead resulting from lower production, as well as an end-of-life inventory charge of $12.4 million, partially offset by savings achieved in the current year from cost restructuring activities. Excluding the end-of-life inventory charge, products gross profit margin than 3D printing materials.  Gross profit marginwould have been 35.3%. See Note 6 to the consolidated financial statements in Item 8 of this Form 10-K for services decreased due to lower gross profit margins in printer services as we invested in addressing legacy issues and building out our service model, which offset the benefit of higher demand for healthcare services. On demand manufacturing services gross profit margin remained flat at 43.1% for the year ended December 31, 2017, compared to 43.0% for the year ended December 31, 2016.

2016 compared to 2015

additional discussion.


28


Operating expenses

The following table sets forth gross profit and gross profit margins for the years ended December 31, 2016 and 2015.

Table 6



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 



2016

 

2015

 

Change in Profit

 

Change in Gross Profit Margin

(Dollars in thousands)

Gross Profit

 

Gross Profit Margin

 

Gross Profit

 

Gross Profit Margin

 

$

 

%

 

Percentage Points

 

%

Products

$

63,925 

 

28.6 

%

 

$

50,304 

 

19.5 

%

 

$

13,621 

 

27.1 

%

 

 

9.1 

 

46.6 

%

Materials

 

121,030 

 

77.2 

 

 

 

114,176 

 

75.7 

 

 

 

6,854 

 

6.0 

 

 

 

1.5 

 

1.9 

 

Services

 

124,796 

 

49.4 

 

 

 

127,329 

 

49.3 

 

 

 

(2,533)

 

(2.0)

 

 

 

0.1 

 

0.2 

 

Total

$

309,751 

 

48.9 

%

 

$

291,809 

 

43.8 

%

 

$

17,942 

 

6.1 

%

 

 

5.1 

 

11.7 

%

The increase in total consolidated gross profit is primarily driven by higher products and materials gross profit.  Gross profit margin for products increased, primarily due to cost reduction measures and favorable impact of sales mix from our shift away from lower margin consumer products. Additionally, cash and non-cash charges recorded in the fourth quarter of 2015 related to the end-of-life of the Cube 3D printer and our shift away from consumer products in 2015 were higher than charges recorded in the third quarter of 2016 related to product and project discontinuations in connection with our updated strategy. Gross profit margin for materials increased, reflecting the favorable impact of mix. Gross profit margin for services stayed flat, driven by higher revenues from healthcare and software solutions and partially offset by lower on demand manufacturing margin. On demand manufacturing services gross profit margin decreased to 43.0% for the year ended December 31, 2016, compared to 43.9% for the year ended December 31, 2015.

Operating expenses

2017 compared to 2016

The following table sets forth the components of operating expenses for the years ended December 31, 20172020 and 2016.

2019.


Table 7

3



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

2017

 

2016

 

Change

(Dollars in thousands)

Amount

 

% Revenue

 

Amount

 

% Revenue

 

$

 

%

Selling, general and administrative expenses

$

264,185 

 

40.9 

%

 

$

259,776 

 

41.0 

%

 

$

4,409 

 

1.7 

%

Research and development expenses

 

94,627 

 

14.6 

 

 

 

88,395 

 

14.0 

 

 

 

6,232 

 

7.1 

 

Total operating expenses

$

358,812 

 

55.5 

%

 

$

348,171 

 

55.0 

%

 

$

10,641 

 

3.1 

%


Total operating

Year Ended December 31,
20202019Change
(Dollars in thousands)Amount% RevenueAmount% Revenue$%
Selling, general and administrative expenses$219,895 39.5 %$254,355 40.0 %$(34,460)(13.5)%
Research and development expenses74,143 13.3 %83,290 13.1 %(9,147)(11.0)%
Impairment of goodwill48,300 8.7 %— — %48,300 100.0 %
Total operating expenses$342,338 61.4 %$337,645 53.1 %$4,693 1.4 %

Selling, general and administrative expenses increaseddecreased due to an employee furlough program in the second quarter of 2020; reduced hiring and lower travel expenses incurred in the current year, resulting from the COVID-19 pandemic; savings achieved in the current year from cost restructuring activities, including personnel and marketing activities; reduced litigation and legal fees incurred in the current year; and the run-out of certain intangible amortization. These savings were partially offset by restructuring efforts, predominantly employee severance and facility closings, and related impairment charges. See Note 24 to the consolidated financial statements in Item 8 of this Form 10-K for additional discussion regarding restructuring charges. See Note 7 to the consolidated financial statements in Item 8 of this Form 10-K for additional discussion regarding facility closings and related impairment charges.

Research and development expenses decreased due to an employee furlough program in the second quarter of 2020, current year savings achieved from cost restructuring activities, including personnel, originating in 2019, as well as lower overall program spend; partially offset by an increase in materials spend.

For the year ended December 31, 2017 as compared2020, we recorded a non-cash goodwill impairment charge of $48.3 million, related to the year ended December 31, 2016, due to both increased investments in research and development and higher selling, general and administrative expense. Selling, general and administrative expenses increased primarily due to our investments in go-to-market and IT infrastructure and additional talent and resources, as well as repairs and maintenance costs, offset by lower stock compensation expenseEMEA reporting unit, that was ultimately due to the negative impact on the business environment as a result of adopting a new accounting standard which resultedthe COVID-19 pandemic. See Note 9 to the consolidated financial statements in a change in our policyItem 8 of this Form 10-K for accounting for award forfeitures. Research and development expenses increased due to focused innovation to drive customers’ shift to 3D production, including investment in plastics, in particular our Figure

additional discussion.

33



Loss from operations

4 platform, metals, materials and software as well as the addition of talent and resources. Research and development for 2016 included $4.6 million of expense related to charges and write-offs in connection with our updated strategy and project reprioritization.

2016 compared to 2015


The following table sets forth the components of operating expensesloss from operations for the years ended December 31, 20162020, and 2015.

2019.


Table 8

4



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31

 

 

 

 

 

 

 

2016

 

2015

 

Change

(Dollars in thousands)

Amount

 

% Revenue

 

Amount

 

% Revenue

 

$

 

%

Selling, general and administrative expenses

$

259,776 

 

41.0 

%

 

$

303,784 

 

45.6 

%

 

$

(44,008)

 

(14.5)

%

Research and development expenses

 

88,395 

 

14.0 

 

 

 

92,770 

 

13.9 

 

 

 

(4,375)

 

(4.7)

 

Impairment of goodwill and other intangible assets

 

 —

 

 —

 

 

 

537,179 

 

80.6 

 

 

 

(537,179)

 

(100.0)

 

Total operating expenses

$

348,171 

 

55.0 

%

 

$

933,733 

 

140.1 

%

 

$

(585,562)

 

(62.7)

%

Year Ended December 31,
(Dollars in thousands)20202019
Loss from operations:$(118,963)$(57,104)

Total operating expenses decreased for the year ended December 31, 2016 as compared to the year ended December 31, 2015, primarily due to lower selling, general and administrative expenses, lower research and development expenses and the non-recurrence of impairment charges related to goodwill and other intangible assets recorded in 2015.  Selling, general and administrative expenses decreased primarily due to a $25.9 million decrease in amortization expense, an $11.5 million decrease in litigation costs primarily related to the non-recurrence of an arbitration award provision recorded in the third quarter of 2015 and a $5.8 million decrease in compensation costs, driven by lower stock-based compensation expense.  Research and development expenses decreased primarily due to a $4.1 million decrease in outside services associated with product development, a $3.1 million decrease in compensation costs and a $2.2 million decrease in purchased materials, partially offset by $4.6 million of expenses related to our updated strategy and re-prioritization of certain research and development projects and a $1.1 million increase in depreciation expense.

Income (loss) from operations

The following table sets forth income (loss) from operations by geographic region for the years ended December 31, 2017,  2016 and 2015.

Table 9



 

 

 

 

 

 

 

 



Year Ended December 31,

(Dollars in thousands)

2017

 

2016

 

2015

Income (loss) from operations

 

 

 

 

 

 

 

 

Americas

$

(71,951)

 

$

(53,725)

 

$

(596,283)

EMEA

 

(292)

 

 

(1,613)

 

 

(71,201)

Asia Pacific

 

20,173 

 

 

19,591 

 

 

27,432 

Subtotal

 

(52,070)

 

 

(35,747)

 

 

(640,052)

Inter-segment elimination

 

(1,903)

 

 

(2,673)

 

 

(1,872)

Total

$

(53,973)

 

$

(38,420)

 

$

(641,924)

The increase in operating loss for the year ended December 31, 2017 compared to the year ended December 31, 2016 was primarily driven by a decrease in gross profit and an increase in operating expenses.  

See “Revenue,” “Gross profit and gross profit margins” and “Operating expenses” above.

The decrease in operating loss for the year ended December 31, 2016 over the year ended December 31, 2015 was primarily driven by lower operating expenses and the intangible impairment charges taken in 2015. See “Gross profit and gross profit margins” and “Operating expenses” above.

34


29


Interest and other expenses,expense, net


The following table sets forth the components of interest and other expenses,expense, net, for the years ended December 31, 2017,  20162020 and 2015.

2019.


Table 10

5



 

 

 

 

 

 

 

 



Year Ended December 31,

(Dollars in thousands)

2017

 

2016

 

2015

Interest and other expense, net:

 

 

 

 

 

 

 

 

Interest income

$

(784)

 

$

(807)

 

$

(521)

Foreign exchange (gain) loss

 

908 

 

 

(94)

 

 

3,263 

Interest expense

 

919 

 

 

1,282 

 

 

2,011 

Other (income) expense, net

 

2,505 

 

 

1,011 

 

 

8,276 

Interest and other expense, net

$

3,548 

 

$

1,392 

 

$

13,029 
Year Ended December 31,
(Dollars in thousands)20202019
Interest and other expense, net
Foreign exchange loss$(4,762)$(2,287)
Interest expense, net(3,991)(3,233)
Other expense, net(15,694)(2,476)
Total interest and other expense, net$(24,447)$(7,996)

The increase in


Total interest and other expense, net, for the year ended December 31, 2017, 2020 as compared to the year ended December 31, 2016, is primarily2019 resulted in additional expense due to withholding taxes related to the impactCimatron divestiture, loss on the divestiture of foreign currencyour Australia ODM and Wuxi Easyway businesses, as well as impairment charges, relatedamounts previously recognized in Accumulated Other Comprehensive Loss ("AOCL") were released in the second quarter of 2020 and reclassified to certain minority investments of less than 20% ownership, for which we do not exercise significant influence, of $1.7 million and $1.2 million in 2017 and 2016, respectively.  See Note 2 to the Consolidated Financial Statements.

The decrease in interest"Interest and other expense, net," as a result of the reduction in the interest rate swap. See Note 13 to the consolidated financial statements in Item 8 of this Form 10-K for additional discussion. For the yearyears ended December 31, 2016, as compared2020 and 2019, losses on equity investments were recorded in both periods to the year ended December 31, 2015, is primarily due to impairment charges of $1.2 million and $7.4 million in 2016 and 2015, respectively, related to certain minority investments of less than 20% ownership, for which we do not exercise significant influence.  See Note 2 to the Consolidated Financial Statements. Also contributing to the decrease was the impact of foreign currency and reductions in imputed interest over time.

"Other expense, net".


Benefit and provision for income taxes


We recorded a $7.8$6.2 million and a $4.5 million provision for income taxes for the yearyears ended December 31, 20172020 and a $0.5 million benefit for income taxes for the year ended December 31, 2016. 2019, respectively.

In 2015, we recorded a provision for income taxes of $9.0 million.

In 2017,2020, our provision reflected a $1.8 million in U.S. tax expense and $6.0$4.4 million of tax expense in foreign jurisdictions. In 2016, this benefit primarily2019, our provision reflected a $3.3$0.3 million in U.S. tax benefit and $2.8$4.9 million of tax expense in foreign jurisdictions. In 2015, this expense primarily reflected a $5.5 million U.S. tax expense


During 2020 and $3.5 million of tax expense in foreign jurisdictions.

During 2017 and 2016,2019, we concluded that it is more likely than not that our deferred tax assets will not be realized in certain jurisdictions, including the U.S. and certain foreign jurisdictions; therefore, we have a valuation allowance recorded against our deferred tax assets on our consolidated balance sheets totaling $80.8$123.1 million and $109.9$109.6 million as of December 31, 20172020 and 2016,2019, respectively.


For further discussion, see NotesNote 2 and 19Note 21 to the Consolidated Financial Statements.

consolidated financial statements in Item 8 of this Form 10-K.

35


30


Net loss attributable to 3D Systems

2017 compared to 2016


The following table sets forth the primary components of net loss attributable to 3D Systems for the years ended December 31, 20172020 and 2016.

2019.


Table 11

6



 

 

 

 

 

 

 

 



Year Ended December 31,

 

 

(Dollars in thousands)

2017

 

2016

 

Change

Operating loss

$

(53,973)

 

$

(38,420)

 

$

(15,553)

Less:

 

 

 

 

 

 

 

 

Interest and other expense, net

 

3,548 

 

 

1,392 

 

 

2,156 

Provision (benefit) for income taxes

 

7,802 

 

 

(547)

 

 

8,349 

Net loss attributable to noncontrolling interests

 

868 

 

 

(846)

 

 

1,714 

Net loss attributable to 3D Systems

$

(66,191)

 

$

(38,419)

 

$

(27,772)



 

 

 

 

 

 

 

 

Weighted average shares, basic and diluted

 

111,554 

 

 

111,189 

 

 

 

Loss per share, basic and diluted

$

(0.59)

 

$

(0.35)

 

 

 

Year Ended December 31,
(Dollars in thousands)20202019Change
Loss from operations$(118,963)$(57,104)$(61,859)
Other non-operating items:
Interest and other expense, net(24,447)(7,996)(16,451)
Provision for income taxes(6,184)(4,532)(1,652)
Net loss(149,594)(69,632)(79,962)
Less: net income attributable to noncontrolling interests— 248 (248)
Net loss attributable to 3D Systems Corporation$(149,594)$(69,880)$(79,714)
Weighted average shares, basic and diluted117,579 113,811 
Loss per share, basic and diluted$(1.27)$(0.61)


The increase in net loss for the year ended December 31, 20172020, as compared to the year ended December 31, 2016 is2019, was primarily due to a decrease in gross profit,driven by an increase in selling, general and administrative expenses due to investment in go to market and IT infrastructure, an increase in research and development expenses due to our continued investment in plastics, including our Figure 4 platform, metals, materials and software,  and the effect of income taxes; which combined to offset the increase in revenue.loss from operations. See “Comparison of revenue by geographic region,”  “Gross profit and gross profit margins” and “Operating expenses” above.

2016 compared to 2015

The following table sets forth the primary components of net loss attributable to 3D Systems for the years ended December 31, 2016 and 2015.

Table 12



 

 

 

 

 

 

 

 



Year Ended December 31,

 

 

(Dollars in thousands)

2016

 

2015

 

Change

Operating loss

$

(38,420)

 

$

(641,924)

 

$

603,504 

Less:

 

 

 

 

 

 

 

 

Interest and other expense, net

 

1,392 

 

 

13,029 

 

 

(11,637)

Provision (benefit) for income taxes

 

(547)

 

 

8,972 

 

 

(9,519)

Net loss attributable to noncontrolling interests

 

(846)

 

 

(8,433)

 

 

7,587 

Net loss attributable to 3D Systems

$

(38,419)

 

$

(655,492)

 

$

617,073 



 

 

 

 

 

 

 

 

Weighted average shares, basic and diluted

 

111,189 

 

 

111,969 

 

 

 

Loss per share, basic and diluted

$

(0.35)

 

$

(5.85)

 

 

 


The decrease in net loss for the year ended December 31, 2016 as compared to the year ended December 31, 2015 is primarily due to an increase in gross profit, a decrease in selling, general and administrative expenses due to the non-recurrence of impairment charges related to goodwill and other intangible assets which were recorded in 2015 a decrease in selling, general and administrative expenses due to the non-recurrence of costs associated with acquisitions which were recorded in 2015 and a decrease in research and development expenses due to the non-recurrence of costs associated with portfolio expansion and development of new products which were recorded in 2015. See “Gross profit and gross profit margins” and “Operating expenses” above.

36


Liquidity and Capital Resources


Table 13

7

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

Change

Change

(Dollars in thousands)

2017

 

2016

 

$

 

%

(Dollars in thousands)December 31, 2020December 31, 2019$%

Cash and cash equivalents

$

136,344 

 

$

184,947 

 

$

(48,603)

 

(26.3)

%

Cash and cash equivalents$75,010 $133,665 $(58,655)(43.9)%

Accounts receivable, net

 

129,879 

 

 

127,114 

 

 

2,765 

 

2.2 

 

Accounts receivable, net114,254 109,408 4,846 4.4 %

Inventories

 

103,903 

 

 

103,331 

 

 

572 

 

0.6 

 

Inventories116,667 111,106 5,561 5.0 %

 

370,126 

 

 

415,392 

 

 

(45,266)

 

 

 

305,931 354,179 (48,248)

Less:

 

 

 

 

 

 

 

 

 

 

 

Less:

Current portion of capitalized lease obligations

 

644 

 

 

572 

 

 

72 

 

12.6 

 

Current portion of long term debtCurrent portion of long term debt2,051 2,506 (455)(18.2)%
Current right of use liabilitiesCurrent right of use liabilities9,534 9,569 (35)(0.4)%

Accounts payable

 

55,607 

 

 

40,514 

 

 

15,093 

 

37.3 

 

Accounts payable45,174 49,851 (4,677)(9.4)%

Accrued and other liabilities

 

65,899 

 

 

55,187 

 

 

10,712 

 

19.4 

 

Accrued and other liabilities69,812 63,095 6,717 10.6 %

 

122,150 

 

 

96,273 

 

 

25,877 

 

 

 

126,571 125,021 1,550 

Operating working capital

$

247,976 

 

$

319,119 

 

$

(71,143)

 

(22.3)

%

Operating working capital$179,360 $229,158 $(49,798)(21.7)%


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

We believe our existing


31


Cash flow from operations, cash and cash equivalents, will be sufficient to satisfy our working capital needs, capital expenditures, outstanding commitments and other sources of liquidity requirements associated with our existing operations in the foreseeable future, or to consummate significant acquisitions of other businesses, assets, products or technologies. However, it is possible that, in the future, we may need to raise additional funds to finance our activities. If needed, we may be able to raise such funds byas bank credit facilities and issuing equity or debt securities, are expected to be available and sufficient to meet foreseeable cash requirements. We hold a 5-year $100.0 million senior secured term loan facility (the “Term Facility”) and a 5-year $100.0 million senior secured revolving credit facility (the “Revolving Facility,” and, together with the Term Facility, the “Senior Credit Facility”) to support working capital and general corporate purposes. As of December 31, 2020, we have availability under the Revolving Facility of $62.0 million, and an outstanding balance on the Term Facility of $21.4 million. For additional information on the Senior Credit Facility, see Note 12 to the public or selected investors, by borrowingconsolidated financial statements in Item 8 of this Form 10-K.

On January 1, 2021, the Company completed the sale of 100% of the issued and outstanding equity interests of Cimatron Ltd., the subsidiary that operated the Company’s Cimatron integrated CAD/CAM software for tooling business and its GibbsCAM CNC programming software business, for approximately $64.2 million, after certain adjustments and excluding $9.2 million of cash amounts transferred to the purchaser. See Note 26 to the consolidated financial statements in Item 8 of this Form 10-K. A portion of the proceeds from financial institutions, drawing downthe sale were used to repay the outstanding balance on our credit facility, or selling assets.

the Term Facility


Cash held outside the U.S. at December 31, 20172020 was $88.9$49.7 million, or 65.2%66.2% of total cash and cash equivalents, compared to $83.5$75.7 million, or 45.2%56.5% of total cash and cash equivalents at December 31, 2016.2019. As our previously unremitted earnings have been subjected to U.S. federal income tax, we expect any repatriation of these earnings to the U.S. would not incur significant additional taxes related to such amounts.federal and state taxes. However, our estimatesthese dividends are provisional and subject to further analysis.foreign withholding taxes that are estimated to result in the Company incurring tax costs in excess of the cost to obtain cash through other means. Cash equivalents are comprised of funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short term nature of these instruments. We strive to minimize our credit risk by investing primarily in investment grade, liquid instruments and limit exposure to any one issuer depending upon credit quality. See “Cash flow”,  “Credit facilities” and “Capitalized lease obligations”Cash flow” discussion below.

We acquired one business, Vertex, in 2017 for consideration of approximately $37.6 million, net of cash assumed, related to expanding our healthcare solutions portfolio, particularly within the dental vertical. Consideration consisted of approximately $34.3 in cash, net of cash assumed, and approximately $3.2 million in shares of the Company’s common stock. See Note 3 to the Consolidated Financial Statements.

Days’


Days sales outstanding (DSO) was 73 days69 at December 31, 2017 and 2016, while accounts2020, compared to 67 days for the year at December 31, 2019. Accounts receivable more than 90 days past due decreased to 9.1%6.9% of gross receivables at December 31, 2017,2020, from 12.5%12.1% at December 31, 2016.2019. We review specific receivables periodically to determine the appropriate reserve for accounts receivable.


The majority of our inventory consists of finished goods, including products, materials and service parts. Inventory also consists of raw materials and spare parts for the in-house assemblycertain printers and support service products. We outsource the assemblyInventory balances may fluctuate during cycles of certain 3D printers; therefore, we generally do not hold most parts for the assemblynew product launch, commercialization and timing of these printers in inventory.

ramp up of production and sales of products.


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

37



Cash Flow

The following tables set forth componentsflow


Cash flow from operations

Cash used in operating activities for the year ended December 31, 2020 was $20.1 million and cash provided by operating activities for the year ended December 31, 2019 was $31.6 million. Excluding non-cash charges from depreciation and amortization of $44.6 million, stock-based compensation of $17.7 million and other expenses of $73.6 million, the net loss used cash flowof $13.7 million and provided cash of $6.3 million for the years ended December 31, 2017, 20162020 and 2015,December 31, 2019, respectively.

Table 14



 

 

 

 

 

 

 

 

 



 

Year Ended December 31,



 

2017

 

2016

 

2015

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

Cash provided by (used in) operating activities

 

$

25,941 

 

$

57,481 

 

$

(2,831)

Cash used in investing activities

 

 

(70,659)

 

 

(21,882)

 

 

(120,855)

Cash used in financing activities

 

 

(9,188)

 

 

(3,926)

 

 

(2,157)

Effect of exchange rate changes on cash

 

 

5,303 

 

 

(2,369)

 

 

(3,376)

Net increase (decrease) in cash and cash equivalents

 

$

(48,603)

 

$

29,304 

 

$

(129,219)

Cash flow from operations

Table 15



 

 

 

 

 

 

 

 

 



 

Year Ended December 31,



 

2017

 

2016

 

2015

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

Net loss

 

$

(65,323)

 

$

(39,265)

 

$

(663,925)

Non-cash charges

 

 

100,095 

 

 

107,952 

 

 

696,093 

Changes in working capital and all other operating assets

 

 

(8,831)

 

 

(11,206)

 

 

(34,999)

Net cash provided by (used in) operating activities

 

$

25,941 

 

$

57,481 

 

$

(2,831)

Cash generated by operating activities for 2017 and 2016 was $25.9 million and $57.5 million, respectively. Operating activities used $2.8 million of cash in 2015. Excluding non-cash charges, net income provided cash of $34.8 million in 2017, $68.7 million in 2016 and $32.2 million in 2015. Non-cash charges generally consist of depreciation, amortization, inventory obsolescence, stock-based compensation and inventory adjustments. In 2015, there were also non-cash charges for impairment of goodwill and intangibles.

impairment.


Working capital requirements used cash of $8.8$6.5 million in 2017, $11.2 million in 2016 and $35.0 million in 2015. Spend on inventory was the primary driver of the working capital outflows in all years and it was partially offset by other working capital items.  

Cash flow from investing activities

Table 16



 

 

 

 

 

 

 

 

 



 

Year Ended December 31,



 

2017

 

2016

 

2015

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

Cash paid for acquisitions, net of cash assumed

 

$

(34,291)

 

$

 —

 

$

(91,799)

Purchases of property and equipment

 

 

(30,881)

 

 

(16,567)

 

 

(22,399)

Additions to license and patent costs

 

 

(1,159)

 

 

(1,132)

 

 

(907)

Purchase of noncontrolling interest

 

 

(2,250)

 

 

(3,533)

 

 

 —

Proceeds from disposition of property and equipment

 

 

273 

 

 

350 

 

 

 —

Other investing activities

 

 

(2,351)

 

 

(1,000)

 

 

(5,750)

Net cash used in investing activities

 

$

(70,659)

 

$

(21,882)

 

$

(120,855)

Cash used by investing activities was $70.7 million in 2017, $21.9 million in 2016 and $120.9 million in 2015. The primary outflows of cash were acquisitions and capital expenditures.

38


Growth in capital expenditures is driven by our continued investment in our on demand manufacturing services, facilities for new product development efforts, and investment in go to market and IT infrastructure.

Acquisitions

As noted above, we acquired Vertex in 2017.

We made no acquisitions during the year ended December 31, 2016.

We acquired four businesses in 20152020 and working capital improvements provided cash of $25.3 million for cash considerationthe year ended December 31, 2019. For the year ended December 31, 2020, drivers of $91.8 million, net of cash acquired, with an additional $0.7 million of consideration paid in the form of forgiveness of a note. Two of the acquisitions wereworking capital related to expanding our software solutions, one acquisition was related to expanding our global on demand manufacturing servicescash outflows were an increase in inventory and printer sales footprint,prepaid expenses and one acquisition was related to expanding our offering related to the education marketplace opportunity. See Note 3 to the Consolidated Financial Statements.

other current assets and a decrease in accounts payable; partially offset by an increase in accrued and other liabilities and deferred revenue and customer deposits.


32


Cash flow from financinginvesting activities

Table 17



 

 

 

 

 

 

 

 

 



 

Year Ended December 31,



 

2017

 

2016

 

2015

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

Payments related to net-share settlement of stock-based compensation

 

$

(5,545)

 

$

(2,871)

 

$

(1,108)

Payments on earnout consideration

 

 

(3,206)

 

 

 —

 

 

 —

Repayment of capital lease obligations

 

 

(437)

 

 

(1,055)

 

 

(1,049)

Net cash used by financing activities

 

$

(9,188)

 

$

(3,926)

 

$

(2,157)

Cash used by financing activities was $9.2 million in 2017, $3.9 million in 2016 and $2.2 million in 2015.

The primary outflowsoutflow of cash relate to the settlement of stock-based compensation. Additionally, in 2017 we paid $3.2 million related to earnout provisions related to one of our acquisitions.

We may issue additional securities from time to time as necessary to provide flexibility to execute our growth strategy.  No securities were issued duringinvesting activities for the years ended December 31, 2017, 20162020 and 2015.

2019 relate to purchases of noncontrolling interests and capital expenditures. Purchases of noncontrolling interests were $10.0 million, related to Robtec, and $2.5 million, related to Wuxi Easyway, for the year ended December 31, 2020. See Note 19 to the consolidated financial statements in Item 8 of this Form 10-K for additional discussion. Capital expenditures were $13.6 million and $24.0 million for the years ended December 31, 2020 and 2019, respectively. The lower expenditures in 2020 reflect the reduced spending due to the lower revenue volume because of the pandemic.


Cash flow from financing activities

Cash used in financing activities was $7.0 million for the year ended December 31, 2020, while cash provided by financing activities was $18.7 million for the year ended December 31, 2019. The primary outflow of cash for the year ended December 31, 2020 relates to repayment of the Term Facility and settlements of stock-based compensation, partially offset by net proceeds from issuances of common stock under our ATM Program and proceeds from an inventory financing agreement. The primary source of cash for the year ended December 31, 2019 relates to borrowing on the Term Facility, partially offset by repayments under the Prior Credit Agreement and Term Facility and settlement of stock-based compensation.

Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements and do not utilize any “structured debt,” “special purpose,”purpose” or similar unconsolidated entities for liquidity or financing purposes.

39



Contractual Obligations and Commercial Commitments


The table below summarizes our contractual obligations as of December 31, 2017.

2020.


Table 18



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Years Ending December 31,

(Dollars in thousands)

 

2018

 

2019-2020

 

2021-2022

 

Later Years

 

Total

Capitalized lease obligations

 

$

1,373 

 

$

2,193 

 

$

1,490 

 

$

6,739 

 

$

11,795 

Non-cancelable operating leases (a)

 

 

15,930 

 

 

19,768 

 

 

10,972 

 

 

9,738 

 

 

56,408 

Purchase commitments (b)

 

 

83,305 

 

 

 —

 

 

 —

 

 

 —

 

 

83,305 

Earnouts related to acquisitions (c)

 

 

2,772 

 

 

2,343 

 

 

 —

 

 

 —

 

 

5,115 

Total

 

$

103,380 

 

$

24,304 

 

$

12,462 

 

$

16,477 

 

$

156,623 

(a)

We lease certain facilities under non-cancelable operating leases expiring through 2027. The leases are generally on a net-rent basis, under which we pay taxes, maintenance and insurance.

9

(b)

Includes amounts committed under legally enforceable agreements for goods and services with defined terms as to quantity, price and timing of delivery. For further discussion, see Note 21 to the Consolidated Financial Statements. 


(c)

Certain of our acquisition agreements contain earnout provisions under which the sellers of the acquired businesses can earn additional amounts. 

Payments Due by Period
(Dollars in thousands)Less than 1 year1-3 years4-5 yearsAfter 5 yearsTotal
Long-term debt obligations$2,051 6,740 $12,601 $— $21,392 
Operating lease obligations a
11,206 16,528 11,552 19,801 59,087 
Finance lease obligations a
1,624 3,242 2,998 6,845 14,709 
Purchase commitments b
55,317 — — — 55,317 
Total$70,198 $26,510 $27,151 $26,646 $150,505 


a.We lease certain facilities under non-cancelable operating and finance agreements. The leases are generally on a net-rent basis, under which we pay taxes, maintenance and insurance. For further discussion, see Note 5 to the consolidated financial statements in Item 8 of this Form 10-K.
b.Includes amounts committed under legally enforceable agreements for goods and services with defined terms as to quantity, price and timing of delivery. For further discussion, see Note 22 to the consolidated financial statements in Item 8 of this Form 10-K.

Other Contractual Commitments


Credit facilities

In October 2014,


On February 27, 2019, we entered into a $150.0 million five-year revolving, unsecured credit facility. The agreement provides for advances in the initial aggregate principal amount of up to $150.0 million. Subject to certain terms and conditions contained inSenior Credit Facility, which replaced the agreement, we may, at our option, request an increase in the aggregate principal amount availablePrior Credit Agreement. Borrowings under the credit facility by an additional $75.0 million. AsSenior Credit Facility were used to refinance the existing indebtedness under the Prior Credit Agreement and were used to support working capital and for general corporate purposes. For further discussion of December 31, 2017 and December 31, 2016, there was no outstanding balance on the credit facility. The credit facility contains customary covenants, someSenior Credit Facility, see Note 12 to the consolidated financial statements in Item 8 of which require the Company to maintain certain financial ratios that determine the amounts available and terms of borrowings and events of default. The Company wasthis Form 10-K.

We were in compliance with all covenants at bothas of December 31, 20172020 and December 31, 2016. See Note 11 to the Consolidated Financial Statements.

Redeemable noncontrolling interests

The minority interest shareholders of a certain subsidiary have the right to require us to acquire either a portion of or all ownership interest under certain circumstances pursuant to a contractual arrangement, and we have a similar call option under the same contractual terms. The amount of consideration under the put and call rights is not a fixed amount, but rather is dependent upon various valuation formulas and on future events, such as revenue and gross margin performance of the subsidiary through the date of exercise, as described in Note 21 to the Consolidated Financial Statements. Management estimates, assuming that the subsidiary owned by us at December 31, 2017 performs over the relevant future periods at its forecasted earnings levels, that these rights, if exercised, could require us in a future period to pay a maximum amount of approximately $8.9 million to the owners of such put rights. This amount has been recorded as redeemable noncontrolling interests on the balance sheet at December 31, 2017 and 2016.

2019.


33


Indemnification


In the normal course of business we periodically enter into agreements to indemnify customers or suppliers against claims of intellectual property infringement made by third parties arising from the use of our products. Historically, costs related to these indemnification provisions have not been significant. We are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations.

40



To the extent permitted under Delaware law, we indemnify our directors and officers for certain events or occurrences while the director or officer is, or was, serving at our request in such capacity, subject to limited exceptions. The maximum potential amount of future payments we could be required to make under these indemnification obligations is unlimited; however, we have directors’ and officers’ insurance coverage that may enable us to recover future amounts paid, subject to a deductible and to the policy limits.


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. The CompanyWe had $39.6$101.8 million and $102.4 million in notional foreign exchange contracts outstanding as of December 31, 2017,2020 and 2019, respectively. The fair value of these contracts was not material. For our hedges of foreign exchange rates, we have elected to not prepare and maintain the documentation to qualify for whichhedge accounting treatment under ASC 815, “Derivatives and Hedging,” and therefore, changes in fair value are recognized in interest and other expense, net in the consolidated statements of operations and comprehensive loss and, depending on the fair value was not material. No foreign exchange contracts wereat the end of the reporting period, derivatives are recorded either in prepaid and other current assets or in accrued liabilities in the consolidated balance sheets.

We use derivative financial instruments to manage our exposure to changes in interest rates on outstanding asdebt instruments. For those instruments that qualify and where we elect to prepare and maintain the documentation to qualify for hedge accounting treatment under ASC 815, “Derivatives and Hedging,” related gains and losses (realized or unrealized) related to derivative instruments are recognized in accumulated other comprehensive income (loss) and are reclassified into earnings when the underlying transaction is recognized in net earnings and, depending on the fair value at the end of December 31, 2016.

the reporting period, derivatives are recorded either in prepaid and other current assets or in accrued liabilities in the consolidated balance sheets.


We do not hedge for trading or 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 Consolidated Statements of Operations and Other Comprehensive Loss.

Changes in the fair value of derivatives are recorded in interest and other expense, net, in our Consolidated Statements of Operations and Other Comprehensive Loss. Depending on their fair value at the end of the reporting period, derivatives are recorded either in prepaid and other current assets or in accrued liabilities in our Consolidated Balance Sheets.


See Note 1013 to the Consolidated Financial Statements.

consolidated financial statements in Item 8 of this Form 10-K for further discussion.


Critical Accounting Policies and Significant Estimates

The discussion


We prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP). In doing so, we have to make estimates and analysisassumptions that affect our reported amounts of assets, liabilities, revenues, expenses, gains and losses, as well as related disclosure of contingent assets and liabilities. In some cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations and financial condition set forth in this Form 10-K is based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make critical accounting estimates that directly impact our Consolidated Financial Statements and related disclosures.

Critical accounting estimates are estimates that meet two criteria:

·

The estimates require that we make assumptions about matters that are highly uncertain at the time the estimates are made; and

·

There exist different estimates that could reasonably be used in the current period, or changes in the estimates used are reasonably likely to occur from period to period, both of which would have a material impact on our results of operations or financial condition.

On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, the allowance for doubtful accounts, income taxes, inventories, pensions, goodwill and other intangible and long-lived assets and contingencies.will be affected. We base our estimates and assumptions on historicalpast experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ fromwe evaluate these estimates under different assumptions or conditions.

The following paragraphs discuss the items that we believe are theon an ongoing basis. We refer to accounting estimates of this type as critical accounting policies most affected by significant managementand estimates, and judgments. Management has discussed and periodically reviews thesewhich we discuss further below. We have reviewed our critical accounting policies the basis for their underlying assumptions and estimates with the audit committee of our board of directors.


Please see Note 2 to the consolidated financial statements in Item 8 of this Form 10-K for a summary of significant accounting policies and the natureeffect on our financial statements.

34


Revenue recognition

Revenue is recognized when control of the promised products or services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. A majority of our related disclosures herein with the Audit Committee of the Board of Directors.

41


Revenue recognition

Net revenue is derived primarily fromrecognized at the salepoint in time when products are shipped or services are delivered to customers.


We enter into contracts that can include various combinations of products and services. The following revenue recognition policies define the manner inservices, which we accountare generally capable of being distinct and accounted for sales transactions.

We recognize revenue when persuasive evidenceas separate performance obligations. Many of a sale arrangement exists, delivery has occurred or services are rendered, the sales price or fee is fixed or determinable and collectability is reasonably assured. Revenue generally is recognized net of allowances for returns and any taxes collected fromits contracts with customers and subsequently remitted to governmental authorities. We sell our products through our direct sales force and through authorized resellers. We recognize revenue on sales to reseller partners at the time of sale when the partner has economic substance apart from us, andinclude multiple performance obligations. For such arrangements, we have completed our obligations related to the sale.

We enter into sales arrangements that may provide for multiple deliverables to a customer. Sales of printers may include ancillary equipment, materials, warranties on the equipment, training and installation. We identify all goods and/or services that are to be delivered separately under a sales arrangement and allocate revenue to each deliverableperformance obligation based on either vendor-specific objective evidence (“VSOE”) or if VSOE is not determinable then we use best estimatedits relative standalone selling price (“BESP”SSP”) of each deliverable. We establish VSOE of selling price using the price charged for a deliverable when sold separately. The objective of BESP. Judgment is required to determine the price at whichSSP for each distinct performance obligation in a contract. For the majority of items, we would transactestimate SSP using historical transaction data. We use a sale ifrange of amounts to estimate SSP when we sell each of the deliverable was sold regularlyproducts and services separately and need to determine whether there is a discount to be allocated based on a stand-alone basis. We consider multiple factors including, butthe relative SSP of the various products and services. In instances where SSP is not limited to, market conditions, geographies, competitive landscape and entity-specific factorsdirectly observable, such as internal costs, gross margin objectives and pricing practices when estimating BESP. Consideration in a multiple element arrangement is then allocated to the elements on a relative sales value basis using either VSOE or BESP for all the elements. We also evaluate the impact of undelivered items on the functionality of delivered items for each sales transaction and, where appropriate, defer revenue on delivered items when that functionality has been affected.  Functionality is determined to be met if the delivered products or services represent a separate earnings process.  

Hardware

Under our standard terms and conditions of sale, title and risk of loss transfers to the customer at the time product is shipped to the customer and revenue is recognized accordingly, unless customer acceptance is uncertain or significant obligations remain. We defer the estimated revenue associated with post-sale obligations that are not essential to the functionality of the delivered items, and recognize revenue in the future as the conditions for revenue recognition are met.

Software

We also market and sell software tools that enable our customers to capture and customize content using our printers, as well as reverse engineering and inspection software. The software does not require significant modification or customization. We apply the guidance in ASC 985-605, Software-Revenue Recognition (“ASC 985”) in recognizing revenue when software is more than incidental to the product or service as a whole based on fair value using vendor-specific objective evidence. Revenue from perpetual software licenses is recognized either upon delivery of the product or delivery of a key code which allows the customer to access the software. In instances where software access is provided for a trial period, revenue is not recognized until the customer has purchased the software at the expiration of the trial period. We use the residual method to allocate revenue to software licenses at the inception of the license term when VSOE of fair value for all undelivered elements, such as maintenance, exists and all other revenue recognition criteria have been satisfied.  In instances in which customers purchase post sale support, it is considered a separate element from the software and is deferred at the time of sale and subsequently amortized in future periods.

We also sell equipment with embedded software to our customers. The embedded software is not sold separately, it is not a significant focus ofwe determine the marketing effort and we do not provide post-contract customer support specific to the software or incur significant costsSSP using information that are within the scope of ASC 985. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole such that ASC 985 is not applicable. Sales of these products are recognized in accordance with ASC 605-25, “Multiple-Element Arrangements.”

Services

Printers and certain other productsmay include a warranty under which we provide maintenance for periods up to one year. We also offer training, installation and non-contract maintenance services for our products. Additionally, we offer extended warranties and maintenance contracts customers can purchase at their option. For initial product warranties, revenue is recognized and estimated costs are accrued at the time of the sale of the product. These cost estimates are established using historical information on the nature, frequency and average cost of claims for each type of printer or other product as well as assumptions about future activity and events.

42


Revisions to expense accruals are made as necessary based on changes in these historical and future factors. For optional warranty or maintenance contracts, revenue is deferred at the time of sale based on the relative fair value of these services and costs are expensed as incurred. Deferred revenue is recognized ratably over the term of the warranty or maintenance period on a straight-line basis. Revenue from training, installation and non-contract maintenance services is recognized at the time of performance of the service.

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

Terms of sale

Shipping and handling costs billed to customers for equipment sales and sales of materials are included in product revenue in the consolidated statements of operationsmarket conditions and other comprehensive loss. Costs we incur associated with shipping and handling are included in product cost of sales in the consolidated statements of operations and other comprehensive loss.

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

Our terms of sale generally require payment within 30 to 60 days after shipment of a product, although we also recognize that longer payment periods are customary in some countries where we transact business. To reduce credit risk in connection with printer sales, we may, depending upon the circumstances, require significant deposits prior to shipment and may retain a security interest in a system sold until fully paid. observable inputs.


In some circumstances, we may require payment in fullhave more than one SSP for ourindividual products priorand services due to shipmentthe stratification of those products and may require internationalservices by customers, to furnish letters of credit. For maintenance services, we either bill customers on a time-and-materials basis or sell customers service agreements that are recorded as deferred revenue and provide for payment in advance on either an annualgeographic region or other periodic basis.

factors. In these instances, we may use information such as the size of the customer and geographic region in determining the SSP.


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

The nature of our marketing incentives may lead to consideration that is variable. Judgment is exercised at contract inception to determine the expected value of the contract and resulting transaction price. Ongoing assessments are performed to determine if updates are needed to the original estimates.

See Note 2 and Note 4 to the consolidated financial statements in Item 8 of this Form 10-K for further discussion.

Allowance for doubtful accounts


In evaluating the collectability of our accounts receivable, we assess a number of factors, including specific customers’ abilities to meet their financial obligations to us, the length of time receivables are past due and historical collection experience. Based on these assessments, we may record a reserve for specific customers, as well as a general reserve and allowance for returns and discounts. If circumstances related to specific customers change, or economic conditions deteriorate such that our past collection experience is no longer relevant, our estimate of the recoverability of our accounts receivable could be further reduced from the levels provided for in the Consolidated Financial Statements.

consolidated financial statements.


We evaluate specific accounts for which we believe a customer may have an inability to meet their financial obligations (for example, aging over 90 days past due or bankruptcy). In these cases, we use our judgment, based on available facts and circumstances, and record a specific reserve for that customer to reduce the receivable to an amount we expect to collect. These specific reserves are re-evaluated and adjusted as additional information is received that impacts the amount reserved. 

Our bad debt expense was $1.1 million, $1.6 million and $3.8 million for the years ended December 31, 2017, 2016 and 2015.

We believe that our allowance for doubtful accounts is a critical accounting estimate because it is susceptible to change and dependent upon events that may or may not occur and because the impact of recognizing additional allowances for doubtful accounts may be material to the assets reported on our balance sheet and in our results of operations. See Liquidity and Capital Resources above.


Income taxes 


We and the majority of our domestic subsidiaries file a consolidated U.S. federal income tax return; we have four entities that file separate U.S. federal tax returns. Our non-U.S. subsidiaries file income tax returns in their respective local jurisdictions. We provide for income taxes on those portions of our foreign subsidiaries’ accumulated earnings (deficit) that we believe are not reinvested indefinitely in their businesses.

We account for income taxes under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carryforwards. Deferred income tax liabilities and assets at the end of each period are determined using enacted tax rates.

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Under the provisions of ASC 740, “Income Taxes” (“ASC 740”) we establish a valuation allowance for those jurisdictions in which the expiration date of tax benefit carryforwards or projected taxable earnings leads us to conclude that it is “more likely than not” that a deferred tax asset will not be realized. The evaluation process includes the consideration of all available evidence regarding historical results and future projections including the estimated timing of reversals of existing taxable temporary differences and potential tax planning strategies.  Once a valuation allowance is established, it is maintained until a change in factual circumstances gives rise to sufficient income of the appropriate character and timing that will allow a partial or full utilization of the deferred tax asset.

We believe that our estimate of deferred income tax assets and our maintenance of a valuation allowance against such assets are critical accounting estimates because they are subject to among other things, an estimate of future taxable income taxes in the U.S. and foreign jurisdictions. Significant judgment is required in other non-U.S.evaluating our uncertain tax jurisdictions, which are susceptible to changepositions and dependent upon events that may or may not occur, and because the impact ofdetermining our valuation allowance may be material to the assets reported on our balance sheet and in our results of operations.

The determination of ourprovision for income tax provision is complex becausetaxes.


Although we believe we have operations in numerousadequately reserved for our uncertain tax jurisdictions outsidepositions, no assurance can be given that the U.S. that are subject to certain risks that ordinarily wouldfinal tax outcome of these matters will not be expecteddifferent. We adjust these reserves in light of changing facts and circumstances, such as the U.S. Tax regimes in certain jurisdictions are subject to significant changes, which may be applied onclosing of a retroactive basis. If this were to occur, our tax expense could be materiallyaudit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts reported.

We periodically estimaterecorded, such differences will affect the probableprovision for income taxes and the effective tax obligations using historical experience in tax jurisdictions and our informed judgment. There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which we transact business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to, or further interpretations of, regulations. Income tax expense is adjustedrate in the period in which these events occur,such determination is made.


The provision for income taxes includes the effect of reserve provisions and these adjustmentschanges to reserves that are included inconsidered appropriate as well as the related net interest and penalties. In addition, we are subject to the continuous examination of our Consolidated Statements of Operations and Other Comprehensive Loss. If such changes take place, there is a risk that our effective tax rate may increase or decrease in any period.

Income taxes – Tax Cuts and Jobs Act

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“Tax Act”) that significantly revised U.S. corporate income tax law that, amongreturns by the Internal Revenue Services (“IRS”) and other things, reducedtax authorities which may assert assessments against us. We regularly assess the corporatelikelihood of adverse outcomes resulting from these examinations and assessments to determine the adequacy of our provision for income tax rate to 21%, implemented a modified territorial tax system that includes a one-time transition tax on U.S. shareholder’s historical undistributed earnings of foreign affiliates, imposed a new minimum tax on global intangible low-taxed income (“GILTI”), and implemented the immediate expensing of certain capital investments. Although the Tax Act is generally effective January 1, 2018, GAAP requires recognition of the tax effects of new legislation on the date of enactment.

See Note 19 to the Consolidated Financial Statements. 

taxes.

35



Inventories


Inventories are stated at the lower of cost or net realizable value, with cost being determined using the first-in, first-out method.

We believe that the allowance for


The inventory obsolescencereserve is a critical accounting estimate because itas there is susceptiblerapid technological change in our industry impacting the market for our products and there is significant judgment in estimating the amount of spare parts to change and dependent uponkeep on hand to service previously sold printers for periods of up 10 or more years.

See Note 6 to the consolidated financial statements in Item 8 of this Form 10-K for further discussion.

Goodwill

We review long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that may orthe carrying value of the asset may not occur and becausebe recoverable. We assess the impactrecoverability of recognizing lowerthe carrying value of cost or net realizable value adjustments may be material to the assets reportedheld for use based on our balance sheet and in our resultsa review of operations.

See Note 4 to the Consolidated Financial Statements.

Goodwill

Goodwill reflectsundiscounted projected cash flows. Impairment losses, where identified, are measured as the excess of the consideration transferred pluscarrying value of the long-lived asset over its estimated fair value as determined by discounted projected cash flows.


Goodwill represents the purchase price paid in excess of the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired. Goodwill is not amortized but rather is tested for impairment annually, or whenever events or circumstances present an indication of impairment. Goodwill is an asset representing the future economic benefits arising from othertangible and intangible assets acquired in a business combinationcombination. We review goodwill for impairment annually or when circumstances indicate that are not individually identified and separately recognized. The primary items that generate goodwillthe likelihood of an impairment is greater than 50%. Such circumstances include a significant adverse change in the value of the synergies between the acquired companies and us and the acquired assembled workforce, neither of which qualifiesbusiness climate for recognition as an identifiable intangible asset.

The annual impairment testing required by ASC 350, “Intangibles – Goodwill and Other” requires us to use judgment and could require us to write down the carrying valueone of our goodwill in future periods. We allocate goodwill to our identifiable geographic reporting units the Americas, EMEA and APAC regions, which are testedor a decision to dispose of a reporting unit or a significant portion of a reporting unit. The test for goodwill impairment using a two-step process. The first step requires

44


comparingcompares the fair value of each of reporting unit withto its respective carrying value. The process requires a significant level of estimation and use of judgment by management, particularly the carrying amount, including goodwill. If that fair value exceeds the carrying amount, the second step of the process is not required to be performed, and no impairment charge is required to be recorded. If that fair value does not exceed that carrying amount, we must perform the second step, which requires an allocationestimate of the fair value of theour reporting unit to all assetsunits. Our reporting units are Americas, EMEA and liabilities of that unit as if the reporting unit had been acquired in a purchase business combination andAPAC.


We estimate the fair value of our reporting units based primarily on the reporting unit wasdiscounted projected cash flows of the purchase price. The goodwill resulting from that purchase price allocation is then compared to the carrying amount with any excess recorded as an impairment charge.

The evaluation of goodwill impairmentunderlying operations, which requires us to make assumptions about futureestimated cash flows, of the reporting unit being evaluated that include, among others,including profit margins, long-term forecasts, discount rates and terminal growth in revenues, margins realized, level of operating expenses and cost of capital. Theserates. We developed these assumptions require significant judgment and actual results may differ from assumed and estimated amounts.

Goodwill set forthbased on the Consolidated Balance Sheetmarket and geographic risks unique to each reporting unit.


Our EMEA, APAC and Americas reporting units carry approximately $127.6 million, $34.2 million and zero of goodwill, respectively, as of December 31, 2017 arose from acquisitions carried out from 20092020. Goodwill in the Americas region was written off in 2015. The net carrying values of our long-lived assets in the EMEA, APAC, and Americas regions are approximately $49.2 million, $5.5 million, and $48.8 million, respectively.

As of September 30, 2020, we experienced a triggering event due to 2017a drop in our stock price, which ultimately had been negatively impacted by the business environment as a result of the COVID-19 pandemic, and in years prior to December 31, 2007.Goodwill arising from acquisitions prior to 2007 was allocated to geographicperformed a quantitative analysis for potential impairment of our goodwill and long-lived asset balances. Based on available information and analysis as of September 30, 2020, we determined the carrying value of the EMEA reporting unit exceeded its fair value and recorded a non-cash goodwill impairment charge of $48.3 million. We determined the fair value of the Americas and APAC reporting units exceeded their carrying values and the carrying value of our long-lived assets is recoverable for all reporting units.

Fair value was determined using a combination of an income approach, which estimates fair value based onupon projections of future revenues, expenses, and cash flows discounted to its present value, and a market approach. The valuation methodology and underlying financial information included in the percentageCompany's determination of SLS printers then installedfair value required significant judgments by geographic area. Goodwill arising from acquisitionsmanagement. The principal assumptions used in 2009the Company's discounted cash flow analysis consisted of (a) the long-term projections of future financial performance and (b) the weighted-average cost of capital of market participants, adjusted for the risk attributable to 2017 was allocated to geographic reporting units based on geographic dispersion of the acquired companies’ sales or capitalization atCompany and the time of their acquisition.

industry in which it operates. Under the market approach, the principal assumption included an estimate for a control premium.


We conducted our annual impairment testing for the years ended December 31, 20172020 and 2016 in the fourth quarters2019 as of 2017November 30, 2020 and 2016,2019, respectively. There was no additional goodwill impairment for the years ended December 31, 20172020 and 2016.

We conducted our annual impairment testing for the year ended December 31, 2015 in the fourth quarter of 2015. The results of the first step of our annual impairment testing indicated the carrying amount of goodwill assigned to the Americas and EMEA reporting units exceeded fair value and that the carrying amount of goodwill assigned to APAC did not exceed fair value. Based on these results, management completed the second step of annual impairment testing for the Americas and EMEA reporting units. Management determined that the fair value associated with goodwill assigned to the Americas was zero, resulting in a non-cash, non-tax deductible impairment charge of $382.3 million for the year ended December 31, 2015. Management determined that the carrying amount of the goodwill assigned to the EMEA reporting unit exceeded fair value by approximately 29%, resulting in a non-cash, non-tax deductible impairment charge of $61.4 million for the year ended December 31, 2015. See Notes 2 and 7 to our Consolidated Financial Statements.

We will monitor our reporting units in an effort to determine whether events and circumstances warrant further interim impairment testing. We could be required to write off or write down additional amounts in the future in the event of deterioration in our future performance, sustained slower growth or other circumstances. 

Other Intangible Assets

Intangible assets other than goodwill primarily represent acquired intangible assets including licenses, patent costs, acquired technology, internally developed technology, customer relationships, non-compete agreements, trade names and trademarks. Intangible assets with finite lives are amortized using the straight-line method over their estimated useful life, which is determined by identifying the period over which most of the cash flows are expected to be generated.

For intangibles with finite lives, we review the carrying amounts for potential impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of such a change in circumstances include a significant decrease in selling price, a significant adverse change in the extent or manner in which an asset is being used or a significant adverse change in the legal or business climate. In evaluating recoverability, we group assets and liabilities at the lowest level such that the identifiable cash flows relating to the group are largely independent of the cash flows of other assets and liabilities. We then compare the carrying amounts of the assets or asset groups with the related estimated undiscounted future cash flows. In the event impairment exists, an impairment charge is recorded as the amount by which the carrying amount of the asset or asset group exceeds the fair value. Fair value is determined by reference to estimated selling values of assets in similar condition or by using a discounted cash flow model. In addition, the remaining amortization period for the impaired asset would be reassessed and, if necessary, revised.

No impairment charges for intangible assets with finite lives were recorded for the years ended December 31, 2017 and 2016.  We recorded non-cash impairment charges of $93.5 million as a result of our other intangible assets impairment testing for the year ended December 31, 2015.

See Notes 2 and 6 to the Consolidated Financial Statements.

2019.

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36


Stock-based compensation

We maintain stock-based compensation plans that are described more fully in Note 14 to the Consolidated Financial Statements. For service-based awards, stock-based compensation is estimated at the grant date based on the fair value of the awards expected to vest and recognized as expense ratably over the requisite service period of the award. For stock options and awards with market conditions, compensation cost is determined at the individual tranche level.

Contingencies 


We account for contingencies in accordance with ASC 450, “Contingencies” (“ASC 450”). ASC 450 requires that we record an estimated loss from a loss contingency when information available prior to issuance of our financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires us to use our judgment. judgment and the ultimate resolution of our exposure related to these matters may change as further facts and circumstances become known.

See Note 2122 to the Consolidated Financial Statements.

consolidated financial statements in Item 8 of this Form 10-K for further discussion.


Recent Accounting Pronouncements


See Note 2 to the Consolidated Financial Statements includedconsolidated financial statements in Item 8 of this reportForm 10-K for recently issued accounting standards, including the expected dates of adoption and expected impact to the Consolidated Financial Statementsconsolidated financial statements upon adoption.


Item 7A.Quantitative and Qualitative Disclosures about Market Risk


We are exposed to market risks from fluctuations in interest rates, foreign currency exchange rates and commodity prices, which may adversely affect our results of operations and financial condition. We seek to minimize these risks through regular operating and financing activities and, when we consider it to be appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading or speculative purposes.

purposes.


Interest rates

Because


Our earnings exposure related to movements in interest rates is primarily derived from variable interest rate borrowings. At December 31, 2020, we had no outstanding$21.4 million in variable-rate debt, of which $6.4 million was not subject to interest rate risk, aswap agreements. A hypothetical interest rate change of 10% would not have a material impact on the fair value of our indebtedness.

annualized interest expense.


Foreign exchange rates


Because we conduct our operations in many areas of the world involving transactions denominated in a variety of currencies, our results of operations as expressed in U.S. dollars may be significantly affected by fluctuations in rates of exchange between currencies. These fluctuations could be significant. In 2017,2020, approximately 50%50.6% of our net sales and a significant portion of our costs and were denominated in currencies other than the dollar. We generally are unable to adjust our non-dollar local currency sales prices to reflect changes in exchange rates between the dollar and the relevant local currency. As a result, changes in exchange rates between the euro, Japanese yen, British pound, South Korean won or other currencies in which we receive sale proceeds and the dollar have a direct impact on our operating results. There is normally a time lag between our sales and collection of the related sales proceeds, exposing us to additional currency exchange rate risk.


When practicable, we endeavor to match assets and liabilities in the same currency on our U.S. balance sheet and those of our subsidiaries in order to reduce these risks. We also, when we consider it appropriate, enter into foreign currency contracts to hedge exposures arising from those transactions

transactions.


At December 31, 2017,2020, a hypothetical change of 10% in foreign currency exchange rates would cause a change in revenue of approximately $21$24.1 million, assuming all other variables remained constant.


We enter into foreign currency forward contracts to reduce the effect of fluctuating foreign currencies. At December 31, 2020, we had notional forward exchange contracts outstanding of $39.6 million on December 31, 2017.$101.8 million. We believe these foreign currency forward contracts and the offsetting underlying commitments, when taken together, do not create material market risk.

46



Commodity prices


We are exposed to price volatility related to raw materials and energy products in conjunction with our printer assembly and print materials blending processes. Generally, we acquire such components at market prices and do not use financial instruments to hedge commodity prices. At December 31, 2017,2020, a hypothetical 10% change in commodity prices for raw materials would cause a change to cost of sales of approximately $3$5.1 million.


37


Item 8. Financial Statements and Supplementary Data


Our Consolidated Financial Statementsconsolidated financial statements and the related notes, together with the Report of Independent Registered Public Accounting Firm thereon, are set forth below beginning on page F-1 and are incorporated herein by reference.


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


Not applicable.


Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures

3D


Our management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(b)13a-15(e), as of December 31, 2017.2020. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, 20172020 that the Company’sour disclosure controls and procedures were not effective in ensuring that information required to be disclosed byat the Company in reports that it files or submits under the Exchange Act has been recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information has been accumulated and communicated to the Company’s management including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

reasonable assurance level because of material weaknesses described below.


Management’s Report on Internal Control over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control framework and processes were designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

·

Provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and Directors; and


·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changing conditions, effectiveness of internal control over financial reporting may vary over time.

Management assessed the effectiveness of our internal control over financial reporting and concluded that, as of December 31, 2017, such internal control was effective atbased on the reasonable assurance levelframework described above.  In making this assessment, management used the criteria set forthin Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework (2013). Management has excluded fromBecause of the scope of its assessment of internal control over financial reporting the operations and related assets Vertex-Global Holding B.V. (“Vertex”) which the Company began consolidating in January 2017. The operations and related assets of Vertex were included in the consolidated financial statements of 3D Systems and constituted 5 percent of total assets and less than 1 percent of consolidated net lossmaterial weaknesses described below, our management believes that, as of and for the year ended December 31, 2017.

The effectiveness of2020, our internal control over financial reporting aswas not effective.


A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

During the preparation and audit of our financial statements for the period ended December 31, 2017 has been audited by BDO USA, LLP, an2020, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting related to a lack of certain controls, or improper execution of designed control procedures, (1) for certain non-standard contracts and non-standard contract terms and (2) over the review of internally prepared reports and analyses utilized in the financial closing process. These control deficiencies were partially related to employee turnover, resulting in a temporary shortage of personnel with appropriate knowledge or skills to perform an effective review during our financial statement close process. In addition, certain control deficiencies related to the completeness and review of transactions that were infrequent in nature.
38


While these control deficiencies did not result in material misstatements of our annual or interim consolidated financial statements, they did result in immaterial out-of-period adjustments that were recorded in the quarter ended December 31, 2020. Material weaknesses create a reasonable possibility that a material misstatement of account balances or disclosures in annual or interim consolidated financial statements may not be prevented or detected in a timely manner. Accordingly, our management concluded that the control deficiencies represent material weaknesses in our internal control over financial reporting and, therefore, our internal control over financial reporting was not effective as stated in their reportof December 31, 2020.

The Company’s independent registered public accounting firm, BDO USA, LLP, which audited the 2020 consolidated financial statements included in Item 8this Form 10-K, has expressed an adverse opinion on the operating effectiveness of the Company's internal control over financial reporting. BDO USA, LLP’s report appears on pages F-2 to F-6 of this Form 10-K.

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Remediation Plan


We are working to remediate the material weaknesses through the development and implementation of more formal policies, processes and documentation procedures relating to our financial reporting as well as the hiring of additional accounting personnel and the training of new personnel and existing personnel in new roles on proper execution of designed control procedures. In addition, we may engage outside consultants to advise on changes in the design of our controls and procedures or to advise on technical accounting matters. We believe that our remediation plan will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting. However, as we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary. Therefore, we cannot assure you when the Company will remediate such weaknesses, nor can we be certain that additional actions will not be required or the costs of any such additional actions. Moreover, we cannot assure you that additional material weaknesses will not arise in the future.

Changes in Internal Controls over Financial Reporting

In connection with


The material weaknesses described above were identified after December 31, 2020. The Company is in the evaluation by 3D management, includingprocess of implementing certain changes in its internal controls to remediate the Chief Executive Officer and Chief Financial Officer,material weaknesses described above. The implementation of the material aspects of this remediation began in the first quarter of fiscal year 2021; therefore, there were no changes in our internal control over financial reporting pursuant to Exchange Act Rule 13a-15(d), no changesthat occurred during the quarter ended December 31, 2017 were identified2020 that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.


Item 9B. Other Information

None.


None.


39


PART III


Item 10. Directors, Executive Officers and Corporate Governance


The information required in response to this Item will be set forth in our Proxy Statement for our 20182021 Annual Meeting of Stockholders (“Proxy Statement”) under the captions “Election“Proposal One: Election of Directors,” “Corporate Governance Matters,” “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance,Reports,” “Corporate Governance Matters—Code of Conduct and Code of Ethics,” “Corporate Governance Matters—Corporate Governance and Nominating Committee,” and “Corporate Governance Matters—Audit Committee.”


Item 11. Executive Compensation


The information in response to this Item will be set forth in our Proxy Statement under the captions “Director Compensation,” “Executive Compensation,” “Corporate Governance Matters—Compensation Committee,” and “Executive Compensation—Compensation Committee Report.”


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


Except as set forth below, the information required in response to this Item will be set forth in our Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”


Equity Compensation Plans


The following table summarizes information about the equity securities authorized for issuance under our compensation plans as of December 31, 2017.2020. For a description of these plans, please see Note 1416 to the Consolidated Financial Statements.



 

 

 

 

 

 

 

 

 



 

Number of securities to be issued upon exercise of outstanding stock options, warrants and rights

 

Weighted average exercise price of outstanding options, warrants and rights (a)

 

Number of securities remaining available for future issuance under equity compensation plans (b)

Equity compensation plans approved by stockholders:

 

 

 

 

 

 

 

 

 

    Stock options

 

 

1,820 

 

$

14.08 

 

 

 

    Restricted stock units

 

 

1,077 

 

 

 

 

 

 

Total

 

 

2,897 

 

 

 

 

 

6,545 

 

 

 

 

 

 

 

 

 

 

consolidated financial statements in Item 8 of this Form 10-K.

(a)

The weighted-average exercise price is only applicable to stock options.


(b)

The number of securities remaining available for future issuance for stock options, restricted stock units, and stock awards for non-employee directors is approved in total and not individually with respect to these items.


(in thousands, except exercise price)Number of securities to be issued upon exercise of outstanding stock options, warrants and rights
Weighted average exercise price of outstanding options, warrants and rights a
Number of securities remaining available for future issuance under equity compensation plans b
Equity compensation plans approved by stockholders:   
Stock options420 $13.26  
Restricted stock units1,100   
Total1,520  6,312 
a.The weighted-average exercise price is only applicable to stock options.
b.The number of securities remaining available for future issuance for stock options, restricted stock units, and stock awards for non-employee directors is approved in total and not individually with respect to these items.

Item 13. Certain Relationships and Related Transactions and Director Independence


The information required in response to this Item will be set forth in our Proxy Statement under the captions “Corporate Governance Matters—Director Independence” and “Corporate Governance Matters – Matters—Related Party Transaction Policies and Procedures.”

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Item 14. Principal Accounting Fees and Services


The information in response to this Item will be set forth in our Proxy Statement under the caption “Fees“Proposal Three: Ratification of Selection of Independent Registered Accounting Firm—Fees of Independent Registered Public Accounting Firm.”



40


PART IV


Item 15. Exhibits, Financial Statement Schedules


(a)(3)

Exhibits

The following exhibits are included as part of this filing and incorporated herein by this reference:

3.1

Share Purchase Agreement, dated November 2, 2020, by and among 3D Systems, Inc., 3D Systems Corporation and ST Acquisition Co. (Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed November 4, 2020.)

First Amendment to Share Purchase Agreement, dated December 31, 2020, by and among ST Acquisition Co., 3D Systems, Inc. and 3D Systems Corporation (Incorporated by reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K, filed January 4, 2021.)
3.1Certificate of Incorporation of Registrant. (Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8‑B8-B filed on August 16, 1993, and the amendment thereto, filed on Form 8‑B/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/S-2/A, filed on May 25, 1995.)

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 to Registrant’s Quarterly Report on Form 10‑Q10-Q for the quarterly period ended June 30, 2004, filed on August 5, 2004.)

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 to Registrant’s Quarterly Report on Form 10‑Q10-Q for the quarterly period ended June 30, 2005, filed on August 1, 2005.)

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

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

Amended and Restated By‑Laws.By-Laws. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8‑K, filed on December 28, 2016.)

4.1*

Amended and Restated 2004 Incentive Stock Plan of 3D Systems Corporation (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed February 5, 2015.)

4.2*

Form of Restricted Stock Purchase Agreement for Employees under the 2004 Incentive Stock Plan. (Incorporated by reference to Exhibit 4.2 to Registrant’s Registration Statement on Form S‑8, filed on May 19, 2004.)

4.3*

Form of Restricted Stock Purchase Agreement for Officers under the 2004 Incentive Stock Plan. (Incorporated by reference to Exhibit 4.3 to Registrant’s Registration Statement on Form S‑8 (Registration No. 333-115642), filed on May 19, 2004.)

4.4*

Form of Restricted Stock Purchase Agreement under the Amended and Restated 2004 Incentive Stock Plan. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K (Registration No. 333-115642), filed on February 5, 2015.)

4.5*

Form of Restricted Stock Unit Purchase Agreement under the Amended and Restated 2004 Incentive Stock Plan. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed on February 5, 2015.March 15, 2018.)

4.6*

Restricted Stock Plan for Non‑Employee Directors of 3D Systems Corporation. (Incorporated by reference to Exhibit 4.4 to Registrant’s Registration Statement on Form S‑8 (Registration No. 333-115642), filed on May 19, 2004.)

4.7*

Amendment No. 1 to Restricted Stock Plan for Non-Employee Directors. (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10‑Q for the quarterly period ended June 30, 2005, filed on August 1, 2005.)

49


4.8*

Form of Restricted Stock Purchase Agreement for Non‑Employee Directors. (Incorporated by reference to Exhibit 4.5 to Registrant’s Registration Statement on Form S‑8 (Registration No. 333-115642), filed on May 19, 2004.)

4.9

Indenture, dated as of November 22, 2011, by and between 3D Systems Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K, filed on November 22, 2011.)

4.10

Specimen Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-3 (Registration No. 333-182065), filed on June 12, 2012.)

4.11*

Appendix A to the Amended and Restated 2004 Incentive Stock PlanDescription of 3D Systems Corporation effective March 11, 2015.Common Stock. (Incorporated by reference to Exhibit 10.14.2 to Registrant’s QuarterlyRegistrant's Annual Report on Form 10-Q10-K for the quarteryear ended MarchDecember 31, 2015,2020, filed on May 6, 2015.February 26, 2020.)

4.12*

Amended and Restated 2015 Incentive Plan of 3D Systems Corporation effective May 16, 2017September 3, 2020. (Incorporated by reference to Exhibit 4.144.1 to Registrant’s Registration StatementRegistrant's Quarterly Report on Form S-8 (Registration No. 333-219222),10-Q for the quarter ended September 30, 2020, filed on July 11, 2017.November 5, 2020.)

4.13*

Appendix A to the 2015 Incentive Plan of 3D Systems Corporation effective May 19, 2015. (Incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 6, 2015.)

4.14*

Form of Restricted Stock Award Agreement. (Incorporated by reference to Exhibit 4.2 to Registrant’s Registration Statement on Form S-8 (Registration No. 333-204305), filed on May 19, 2015.)

Agreement under the Amended and Restated 2015 Incentive Plan.

4.15*

Form of Restricted Stock Unit Award Agreement. (Incorporated by reference to Exhibit 4.3 to Registrant’s Registration Statement on Form S-8 (Registration No. 333-204305), filed on May 19, 2015.)

Agreement under the Amended and Restated 2015 Incentive Plan.

4.16*

Form of Stock Option Award Agreement under the Amended and Restated 2015 Incentive Plan. (Incorporated by reference to Exhibit 104.10 to Registrant’s QuarterlyRegistrant's Annual Report on Form 10-Q10-K for the quarteryear ended MarchDecember 31, 2016,2020, filed on May 5, 2016.February 26, 2020.)

4.17*

Form of Restricted Stock Award Agreement with Share Price Vesting Conditions (Incorporated by reference to Exhibit 4.17 to Registrant’s Annual Report on Form 10 K10-K for the year ended December 31, 2016, filed on February 28, 2017.)

41


4.18*

Form of Performance-Based Restricted Stock OptionUnit Award Agreement with Share Price Vesting Conditionsunder the Amended and Restated 2015 Incentive Plan. (Incorporated by reference to Exhibit 4.184.12 to Registrant’sRegistrant's Annual Report on Form 10 K10-K for the year ended December 31, 2016,2020, filed on February 28, 2017.26, 2020.)

10.1

Revised Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended and Restated 2015 Incentive Plan.

Lease Agreement dated February 8, 2006 between the Registrant and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8‑K,8-K, filed on February 10, 2006.)

First Amendment to Lease Agreement dated August 7, 2006 between the Registrant and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8‑K,8-K, filed on August 14, 2006.)

Second Amendment to Lease Agreement effective as of October 6, 2006 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8‑K,8-K, filed on October 10, 2006.)

Third Amendment to Lease Agreement effective as of December 18, 2006 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8‑K,8-K, filed on December 20, 2006.)

Fourth Amendment to Lease Agreement effective as of February 26, 2007 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8‑K,8-K, filed on March 1, 2007.)

50


10.6

Fifth Amendment to Lease Agreement effective as of March 17, 2011 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K, filed on March 21, 2011.)

10.7*

Charles W. Hull consulting arrangement (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 29, 2010.)

Amended and Restated Lease Agreement dated February 25, 2021 between 3D Systems Corporation and 3D Fields, LLC.

10.8*

Kevin P. McAlea severance arrangement (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 29, 2010.)

10.9

Credit Agreement, dated as of October 10, 2014, among 3D Systems Corporation, the Guarantors party thereto, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner, HSBC Bank USA, N.A., as Syndication Agent, and the other lender’slenders party thereto. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on October 14, 2014.)

10.10*

Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, the guarantors party thereto, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.10 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019).

Security Agreement, dated  February 27, 2019, among 3D Systems Corporation, 3D Holdings, LLC, 3D Systems, Inc., and HSBC Bank USA, National Association, as Administrative Agent. (Incorporated by reference to Exhibit 10.11 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019).
First Amendment, dated September 30, 2019, to the Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, the guarantors party thereto, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.2 of the Registrant's Annual Report on Form 10-Q for the quarter ended September 30, 2019, filed on October 30, 2019).
Second Amendment, dated October 9, 2020, to the Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Swing Loan Lender and Issuing Lender, the guarantors party thereto, and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed October 14, 2020.)
Charles W. Hull Consulting Arrangement (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 29, 2010.)
Employment Agreement, dated August 4, 2016, between 3D Systems Corporation and Charles W. Hull. (Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K, filed August 8, 2016.)
42


Employment Agreement, dated April 1, 2016, between 3D Systems Corporation and Vyomesh I. Joshi. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on April 4, 2016.)

10.11*

SeveranceAdvisory Agreement, dated June 15, 2016,February 6, 2020 between 3D Systems Corporation and Mark W. Wright.Vyomesh I. Joshi. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K , filed February 6, 2020.)

Employment Agreement between 3D Systems Corporation and Todd Booth, dated August 15, 2019. (Incorporated by reference to Exhibit 10.1 to Registrant’sRegistrant's Current Report on Form 8-K/A,8-K, filed on June 16, 2016.August 19, 2019.)

10.12*

First Amendment, dated June 15, 2016, to the Restricted Stock Purchase Agreement, dated October 27, 2014, by and between 3D Systems Corporation and Mark W. Wright. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K/A, filed on June 16, 2016.)

10.13*

First Amendment, dated June 15, 2016, to the Restricted Stock Purchase Agreement, dated November 13, 2015, by and between 3D Systems Corporation and Mark W. Wright. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K/A, filed on June 16, 2016.)

10.14*

Consulting Agreement, dated June 15, 2016, between 3D Systems Corporation and Mark W. Wright. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K/A, filed on June 16, 2016.)

10.15*

Severance Agreement, dated June 15, 2016, between 3D Systems Corporation and Cathy L. Lewis. (Incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K/A, filed on June 16, 2016.)

10.16*

First Amendment, dated June 15, 2016, to the Restricted Stock Purchase Agreement, dated November 18, 2013, by and between 3D Systems Corporation and Cathy L. Lewis. (Incorporated by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K/A, filed on June 16, 2016.)

10.17*

First Amendment, dated June 15, 2016, to the Restricted Stock Purchase Agreement, dated November 17, 2014, by and between 3D Systems Corporation and Cathy L. Lewis. (Incorporated by reference to Exhibit 10.7 to Registrant’s Current Report on Form 8-K/A, filed on June 16, 2016.)

10.18*

First Amendment, dated June 15, 2016, to the Restricted Stock Purchase Agreement, dated November 13, 2015, by and between 3D Systems Corporation and Cathy L. Lewis. (Incorporated by reference to Exhibit 10.8 to Registrant’s Current Report on Form 8-K/A, filed on June 16, 2016.)

10.19*

Employment Agreement, dated June 15, 2016, between 3D Systems Corporation and John N. McMullen. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on June 16, 2016.)

10.20*

Employment Agreement, dated June 15, 2016, between 3D Systems Corporation and AndyAndrew M. Johnson. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed on June 16, 2016.)

10.21*

First Amendment, dated June 15, 2016, to the Restricted Stock PurchaseEmployment Agreement, dated September 5, 2016, between 3D Systems SA and Herbert Koeck. (Incorporated by reference to exhibit 10.24 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 4, 2014, by and28, 2019).

Letter of Secondment, dated March 5, 2018, between 3D Systems Corporation and Andy M. Johnson.Herbert Koeck. (Incorporated by reference to exhibit 10.25 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019).
Second Letter of Secondment, dated January 8, 2020, between 3D Systems Corporation and Herbert Koeck. (Incorporated by reference to Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 26, 2020.)
Amendment to the Second Letter of Secondment, dated August 13, 2020, between 3D Systems Corporation and Herbert Koeck (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed August 17, 2020.)
Employment Agreement, dated August 24, 2016, between 3D Systems Corporation and Philip Schultz. (Incorporated by reference to exhibit 10.26 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019).
3D Systems Corporation Change of Control Severance Policy (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 23, 2018.)
Employment Agreement, dated May 11, 2020, between 3D Systems Corporation and Dr. Jeffrey A. Graves (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed May 14, 2020.)
Executive Services Agreement, dated May 19, 2020, between 3D Systems Corporation and Wayne Pensky (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed May 19, 2020.)
Employment Agreement, dated August 21, 2020, between 3D Systems Corporation and Jagtar Narula (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed August 26, 2020.)
Employment Agreement, dated November 21, 2016, between 3D Systems Corporation and Menno Ellis (Incorporated by reference to Exhibit 10.3 to the Registrant’s CurrentQuarterly Report on Form 8-K,10-Q for the quarter ended September 30, 2020, filed on June 16, 2016.November 5, 2020.)

51


10.22*

First Amendment, dated June 15, 2016, to the Restricted Stock PurchaseEmployment Agreement, dated February 3, 2015, by andOctober 1, 2020, between 3D Systems Corporation and Andy M. Johnson.Reji Puthenveetil (Incorporated by reference to Exhibit 10.4 to the Registrant’s CurrentQuarterly Report on Form 8-K,10-Q for the quarter ended September 30, 2020, filed on June 16, 2016.November 5, 2020.)

10.23*

First Amendment dated June 15, 2016,No. 1 to the Restricted Stock PurchaseEmployment Agreement, dated November 13, 2015, by andFebruary 22, 2021, between 3D Systems Corporation and Andy M. Johnson.Reji Puthenveetil.

Consulting Agreement, dated October 1, 2020, between 3D Systems Corporation and Reji Puthenveetil (Incorporated by reference to Exhibit 10.5 to the Registrant’s CurrentQuarterly Report on Form 8-K,10-Q for the quarter ended September 30, 2020, filed on June 16, 2016.November 5, 2020.)

10.24*

Amended and Restated Employment Agreement, dated JulyJanuary 1, 2016,2021, between 3D Systems Corporation and David R. Styka.Jeff Blank.

Equity Distribution Agreement, dated August 5, 2020, by and among 3D Systems Corporation and Truist Securities, Inc. and HSBC Securities (USA) Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on July 5, 2016.)

10.25*

First Amendment, dated July 1, 2016, to the Restricted Stock Purchase Agreement, dated January 14, 2015, by and between 3D Systems Corporation and David R. Styka. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed on July 5, 2016.)

10.26*

First Amendment, dated July 1, 2016, to the Restricted Stock Purchase Agreement, dated May 19, 2015, by and between 3D Systems Corporation and David R. Styka. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K, filed on July 5, 2016.)

10.27*

First Amendment, dated July 1, 2016, to the Restricted Stock Purchase Agreement, dated November 13, 2015, by and between 3D Systems Corporation and David R. Styka. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K, filed on July 5, 2016.)

10.28*

Employment Agreement, dated August 4, 2016, between 3D Systems Corporation and Charles W. Hull. (Incorporated by reference to Exhibit 10.1 to1.1 of Registrant’s Current Report on Form 8-K filed on August 8, 2016.5, 2020.)

43


10.29*

First Amendment, dated August 4, 2016, to the Restricted Stock Purchase Agreement, dated November 8, 2013, by and between 3D Systems Corporation and Charles W. Hull. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed on August 8, 2016.)

10.30*

First Amendment, dated August 4, 2016, to the Restricted Stock Purchase Agreement, dated November 17, 2014, by and between 3D Systems Corporation and Charles W. Hull. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K, filed on August 8, 2016.)

10.31*

First Amendment, dated August 4, 2016, to the Restricted Stock Purchase Agreement, dated November 13, 2015, by and between 3D Systems Corporation and Charles W. Hull. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K, filed on August 8, 2016.)

21.1

Subsidiaries of Registrant.

23.1

Consent of Independent Registered Public Accounting Firm.

31.1

Certification of Principal Executive Officer Pursuantfiled pursuant to Section 302 of the Sarbanes‑OxleySarbanes-Oxley Act of 2002 dated March 14, 2018.

5, 2021.

31.2

Certification of Principal Financial Officer Pursuantfiled pursuant to Section 302 of the Sarbanes‑OxleySarbanes-Oxley Act of 2002 dated March 14, 2018.

5, 2021.

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‑OxleySarbanes-Oxley Act of 2002 dated March 14, 2018.

5, 2021.

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‑OxleySarbanes-Oxley Act of 2002 dated March 14, 2018.

5, 2021.

101.INS

101.INS†

Inline XBRL Instance Document

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

101.SCH

101.SCH†

Inline XBRL Taxonomy Extension Scheme Document

52


101.CAL

101.CAL†

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

101.DEF†

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

101.LAB†

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

101.PRE†

XBRL Taxonomy Extension Presentation Linkbase Document

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

*Management contract or compensatory plan or arrangement

† Exhibits filed herein. All exhibits not so designated are incorporated by reference to a prior filing, as indicated.

Item 16. Form 10-K Summary


None.

53

44


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.


3D Systems Corporation

By:

/s/ DR. JEFFREY A. GRAVES

By:

/s/ VYOMESH  I.  JOSHI

Dr. Jeffrey A. Graves

Vyomesh I. Joshi

President, Chief Executive Officer President and Director

Date:

March 14, 2018

5, 2021


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities and on the dates indicated. 



Signature

Title

Date

/s/ VYOMESH I. JOSHI

Vyomesh I. Joshi

DR. JEFFREY A. GRAVES

Chief Executive Officer, President and Director

March 5, 2021
Dr. Jeffrey A. Graves(principal executive officer)

March 14, 2018

/s/ JOHN N. MCMULLEN

JAGTAR NARULA

Executive Vice President and Chief Financial Officer

March 14, 2018

5, 2021

John N. McMullen

Jagtar Narula

(principal financial and accounting officer)

/s/ CHARLES W. HULL

Executive Vice President, Chief Technology

March 14, 2018

5, 2021

Charles W. Hull

Officer and Director

/s/ ANTHONY J. GRABENAU

Vice President, Global Corporate ControllerMarch 5, 2021
Anthony J. Grabenau(principal accounting officer)
/s/ CHARLES G. WALTER LOEWENBAUM, II

MCCLURE, JR

Chairman of the Board of Directors

March 14, 2018

5, 2021

Charles G. Walter Loewenbaum, II

McClure, Jr.

/s/ MALISSIA R. CLINTON

DirectorMarch 5, 2021
Malissia R. Clinton
/s/ WILLIAM E. CURRANDirectorMarch 5, 2021
William E. Curran
/s/ THOMAS W. ERICKSONDirectorMarch 5, 2021
Thomas W. Erickson
/s/ WILLIAM D. HUMESDirectorMarch 5, 2021
William D. Humes
/s/ JIM D. KEVER

Director

March 14, 2018

5, 2021

Jim D. Kever

/s/ KEVIN S. MOORE

Director

March 14, 2018

5, 2021

Kevin  S. Moore

/s/ CHARLES G. MCCLURE, JR

VASANT PADMANABHAN

Director

March 14, 2018

5, 2021

Charles G. McClure, Jr.

Vasant Padmanabhan

/s/ WILLIAM E. CURRAN

Director

March 14, 2018

William E. Curran

/s/ JOHN J. TRACY

Director

March 14, 2018

5, 2021

Dr. John J. Tracy

/s/ WILLIAM D. HUMES

Director

March 14, 2018

William D. Humes

/s/ JEFFREY WADSWORTH

Director

March 14, 2018

5, 2021

Dr. Jeffrey Wadsworth

/s/ THOMAS W. ERICKSON

Director

March 14, 2018

Thomas W. Erickson


54

45


3D Systems Corporation

Index to Consolidated Financial Statements

and Consolidated Financial Statement Schedule


F-1


F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders


Report of Independent Registered Public Accounting Firm


Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

3D Systems Corporation

Rock Hill, South Carolina


Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of 3D Systems Corporation (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 5, 2021 expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2


Assessment of Goodwill Recoverability

As described in Notes 2 and 9 to the Company’s consolidated financial statements, goodwill totaled $161.8 million as of December 31, 2020. The carrying values of goodwill for the Europe and Middle East (“EMEA”), Asia Pacific (“APAC”), and Americas reporting units were $127.6 million, $34.2 million, and $0, respectively, as of December 31, 2020. The Company performs an annual assessment of the recoverability of its goodwill during the fourth quarter, and also performs an assessment on an interim basis when events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. As a result of triggering events identified by the Company during the first and third quarters of 2020, including the impact of COVID-19 pandemic on its revenue and earnings, the Company performed interim goodwill impairment tests in each of these quarterly periods. One of the valuation methods utilized by the Company to estimate the fair value of its reporting units is based on the discounted projected cash flows of the underlying operations. At September 30, the Company recognized a non-cash impairment charge of $48.3 million reducing the carrying value of goodwill in the EMEA reporting unit as a result of an interim goodwill impairment assessment performed during the third quarter of the fiscal year.

We identified the evaluation of goodwill for impairment for the EMEA reporting unit as of March 31 and as of September 30 as a critical audit matter. The determination of the fair value of the reporting unit requires management to estimate the future cash flows which include significant judgments about revenues, profit margins, long-term operating forecasts, country-specific risk premiums, terminal growth rates, and discount rates. These judgments are subject to inherent economic and other uncertainties, including the projected impact from the COVID-19 pandemic, and changes in the mix of sales and ordering patterns from certain enterprise customers. Auditing management’s significant assumptions used in the assessment of the recoverability of goodwill involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

Testing the design and operating effectiveness of controls related to management’s forecasting process, including controls over the data, inputs, and assumptions utilized to determine the fair value of the EMEA reporting unit, including the assessment of historical information utilized, revenues, profit margins, long-term operating forecasts, terminal growth rates, and discount rates.
Evaluating management’s ability to forecast and the reasonableness of management’s assumptions used to develop cash flow forecasts and projections by comparing them to prior period forecasts, historical operating performance, internal and external communications made by the Company, guidance released by customers and competitors, and forecasted information included in industry reports, including external reports related to forecasted economic recovery from COVID-19 related business disruptions.
Testing the completeness, accuracy, and relevance of the underlying data used in the discounted cash flow analysis.
Performing sensitivity analyses to assess the impact that fluctuations in the projected growth rates might have on the estimated fair value of the reporting unit.
Utilizing professionals with specialized skills and knowledge in valuation to assist in evaluating the appropriateness of the country-specific risk premium, terminal growth rate, and discount rate assumptions used to estimate the fair value of the EMEA reporting unit.

Revenue from Collaboration and Licensing Agreements

As described in Note 4 to the consolidated financial statements, the Company recognizes revenue when control of the promised products or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company recognized approximately $6.9 million related to collaboration arrangements with customers for the year ended December 31, 2020. The nature of the activities performed, and consideration exchanged through the Company’s collaborative agreements, varies such that certain agreements meet the definition of customer relationships for which revenue is recorded, while others do not meet this definition. The Company’s collaborative revenue contracts may contain multiple performance obligations and may contain fees for licensing, research and development services, contingent milestone payments upon achievement of developmental contractual criteria, and/or royalty fees based on the licensees' product revenue.

F-3


We identified revenue recognition from collaborative agreements with customers as a critical audit matter. Management makes significant judgments in identifying customer relationships and in determining revenue recognition for its collaborative agreements with customers, including the evaluation of distinct performance obligations, the identification and evaluation of material rights, the estimation of variable consideration, and the determination of the pattern of transfer of control for each distinct performance obligation. Auditing management’s judgments and estimates required significant audit effort and auditor subjectivity and in addition, as described in the “Opinion on Internal Control over Financial Reporting” section above, a material weakness was identified that encompasses this matter.

The primary procedures we performed to address this critical audit matter included:

Assessing the completeness of collaboration arrangements that require assessment for proper accounting treatment by inspecting Company press releases, Committee meeting minutes, and credits within Research & Development expense general ledger accounts.
Evaluating the reasonableness of management’s judgments to determine whether customer relationships exist in its collaborative arrangements.
Examining a sample of revenue contracts and other source documents to test management's identification of significant terms for completeness and assessing the appropriateness of the treatment for such terms, including the identification of distinct performance obligations, material rights, and variable consideration.
Evaluating the reasonableness of management’s judgments and estimates to calculate variable consideration, and the timing of recognizing the related revenue subject to any constraints.
Evaluating the appropriateness of management’s determination of whether identified performance obligations meet the criteria for over-time revenue recognition.
Evaluating the appropriateness of the method used to recognize revenue and testing the relevant inputs and assumptions to the revenue recognition calculations.

We have served as the Company's auditor since 2003.

/s/ BDO USA, LLP

Charlotte, North Carolina

March 5, 2021
F-4



Report of Independent Registered Public Accounting Firm


Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors
3D Systems Corporation
Rock Hill, South Carolina

Opinion on Internal Control over Financial Reporting


We have audited 3D Systems Corporation and its subsidiaries’System Corporation’s (the “Company’s”) internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria���criteria”). In our opinion, the Company maintained,did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on the COSO criteria.


We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 20172020 and 2016,2019, the related consolidated statements of operations, and comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017,2020, and the related notes (collectively referred to as “the financial statements”) and our report dated March 14, 20185, 2021 expressed an unqualified opinion thereon.


Basis for Opinion


The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

As indicated


A material weakness is a deficiency, or a combination of deficiencies, in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting, did not include the internal controls of Vertex-Global Holding B.V, which was acquired on January 31, 2017, and whichsuch that there is included in the consolidated balance sheetsa reasonable possibility that a material misstatement of the Companycompany’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses regarding management’s failure to design and subsidiaries asmaintain controls over the identification and review of December 31, 2017,contracts with financial accounting implications and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2017. Vertex-Global Holding B.V. constituted 5% of consolidated total assets, as of December 31, 2017, and less than 1% of consolidated net loss, for the year then ended December 31, 2017. Management did not assess the effectiveness of internal control over financial reporting and close process have been identified and described in management’s assessment. These material weaknesses were considered in determining the nature, timing, and extent of Vertex-Global Holding B.V. becauseaudit tests applied in our audit of the timing of the acquisition which was completed2020 financial statements, and this report does not affect our report dated March 5, 2021 on January 31, 2017. Our audit of internal control overthose financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Vertex-Global Holding B.V.

statements.


Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2

F-5


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ BDO USA, LLP


Charlotte, North Carolina


March 14, 2018

5, 2021

F-3



F-6


REPORT

3D SYSTEMS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)December 31, 2020December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents$75,010 $133,665 
Accounts receivable, net of reserves — $4,392 (2020) and $8,762 (2019)114,254 109,408 
Inventories116,667 111,106 
Prepaid expenses and other current assets33,145 18,991 
Current assets held for sale18,439 
Total current assets357,515 373,170 
Property and equipment, net75,356 92,940 
Intangible assets, net28,083 48,338 
Goodwill161,765 223,176 
Right of use assets48,620 36,890 
Deferred income tax asset6,247 5,408 
Assets held for sale31,684 
Other assets23,785 27,390 
Total assets$733,055 $807,312 
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long term debt$2,051 $2,506 
Current right of use liabilities9,534 9,569 
Accounts payable45,174 49,851 
Accrued and other liabilities69,812 63,095 
Customer deposits7,750 5,712 
Deferred revenue30,302 32,231 
Current liabilities held for sale11,107 
Total current liabilities175,730 162,964 
Long-term debt, net of deferred financing costs19,218 45,215 
Long-term right of use liabilities48,469 35,402 
Deferred income tax liability4,716 4,027 
Liabilities held for sale2,952 
Other liabilities51,247 45,808 
Total liabilities302,332 293,416 
Commitments and contingencies (Note 22)00
Stockholders’ equity:
Common stock, $0.001 par value, authorized 220,000 shares; issued 127,626 (2020) and 121,266 (2019)128 120 
Additional paid-in capital1,404,964 1,371,564 
Treasury stock, at cost — 3,494 shares (2020) and 3,670 shares (2019)(22,590)(18,769)
Accumulated deficit(943,303)(793,709)
Accumulated other comprehensive loss(8,476)(37,047)
Total 3D Systems Corporation stockholders' equity430,723 522,159 
Noncontrolling interests(8,263)
Total stockholders’ equity430,723 513,896 
Total liabilities, redeemable noncontrolling interests and stockholders’ equity$733,055 $807,312 

See accompanying notes to consolidated financial statements.
F-7


3D SYSTEMS CORPORATION
CONSOLIDATED STATEMENTSOFOPERATIONS

Year Ended December 31,
(in thousands, except per share amounts)202020192018
Revenue:
Products$332,799 $389,337 $433,100 
Services224,441 247,017 258,445 
Total revenue557,240 636,354 691,545 
Cost of sales:
Products227,681 234,581 233,678 
Services106,184 121,232 133,473 
Total cost of sales333,865 355,813 367,151 
Gross profit223,375 280,541 324,394 
Operating expenses:
Selling, general and administrative219,895 254,355 272,287 
Research and development74,143 83,290 95,298 
Impairment of goodwill48,300 
Total operating expenses342,338 337,645 367,585 
Loss from operations(118,963)(57,104)(43,191)
Interest and other expense, net(24,447)(7,996)(37)
Loss before income taxes(143,410)(65,100)(43,228)
Provision for income taxes(6,184)(4,532)(2,035)
Net loss(149,594)(69,632)(45,263)
Less: net income attributable to noncontrolling interests248 242 
Net loss attributable to 3D Systems Corporation$(149,594)$(69,880)$(45,505)
Net loss per share available to 3D Systems Corporation common stockholders - basic and diluted$(1.27)$(0.61)$(0.41)

See accompanying notes to consolidated financial statements.


F-8


3D SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the StockholdersCOMPREHENSIVELOSS

Year Ended December 31,
(in thousands, except per share amounts)202020192018
Net loss$(149,594)$(69,632)$(45,263)
Other comprehensive income (loss), net of taxes:
Pension adjustments783 (1,060)(92)
Derivative financial instruments(403)(318)
Foreign currency translation28,752 2,996 (17,068)
Total other comprehensive income (loss), net of taxes:29,132 1,618 (17,160)
Total comprehensive loss, net of taxes(120,462)(68,014)(62,423)
Comprehensive income attributable to noncontrolling interests191 524 
Comprehensive loss attributable to 3D Systems Corporation$(120,462)$(68,205)$(62,947)

See accompanying notes to consolidated financial statements.

F-9


3D SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(in thousands)202020192018
Cash flows from operating activities:
Net loss$(149,594)$(69,632)$(45,263)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization44,595 50,396 59,293 
Stock-based compensation17,725 23,587 29,253 
Provision for inventory obsolescence and revaluation12,373 
Loss on hedge accounting de-designation1,235 
Provision for bad debts457 1,308 1,824 
Loss on the disposition of property, equipment and other assets5,274 2,282 
Provision for deferred income taxes(1,206)(3,354)(2,990)
Impairment of assets55,484 1,728 1,998 
Changes in operating accounts:
Accounts receivable(6,052)15,071 599 
Inventories(9,901)18,447 (34,035)
Prepaid expenses and other current assets(16,218)9,150 40,922 
Accounts payable(6,653)(16,846)11,559 
Deferred revenue and customer deposits3,231 677 (2,383)
Accrued and other liabilities28,286 (1,346)(57,212)
All other operating activities843 113 1,231 
Net cash (used in) provided by operating activities(20,121)31,581 4,796 
Cash flows from investing activities:
Purchases of property and equipment(13,643)(23,985)(40,694)
Proceeds from sale of assets1,554 1,620 333 
Purchase of noncontrolling interest(12,500)(2,500)
Other investing activities356 (2,007)(1,466)
Net cash used in investing activities(24,233)(26,872)(41,827)
Cash flows from financing activities:
Proceeds from revolving credit facilities20,000 
Payments on revolving credit facilities(20,000)
Proceeds from borrowings100,000 25,000 
Repayment of borrowings/long term debt(26,840)(76,768)
Proceeds from issuance of common stock24,702 
Payments related to net-share settlement of stock based compensation(5,138)(3,194)(7,367)
Payments on earnout consideration(2,675)
Other financing activities296 (1,338)(694)
Net cash (used in) provided by financing activities(6,980)18,700 14,264 
Effect of exchange rate changes on cash, cash equivalents and restricted cash1,428 289 (3,145)
Net increase (decrease) in cash, cash equivalents and restricted cash(49,906)23,698 (25,912)
Cash, cash equivalents and restricted cash at the beginning of the period a
134,617 110,919 136,831 
Cash, cash equivalents and restricted cash at the end of the period a
$84,711 $134,617 $110,919 

Supplemental cash flow information
Lease assets obtained in exchange for new lease liabilities (excludes adoption)$23,309 $8,662 $
Cash interest payments$2,109 $3,715 $542 
Cash income tax payments, net$3,706 $10,722 $8,964 
Transfer of equipment from inventory to property and equipment, net b
$1,055 $3,187 $5,612 
Transfer of equipment to inventory from property and equipment, net c
$$32 $2,563 
Noncash financing activity
Purchase of noncontrolling interest d
$$(11,000)$
(a)The amounts for cash and Boardcash equivalents shown above include restricted cash of Directors of
3D Systems Corporation
Rock Hill, South Carolina

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of 3D Systems Corporation$540, $952 and its subsidiaries (the “Company”)$921 as of December 31, 20172020, 2019 and 2016, the related consolidated statements of operations2018, respectively, which were included in Other assets, net, and comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries at December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting$9,161 as of December 31, 2017, based on criteria established2020, which was included in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 14, 2018 expressed an unqualified opinion thereon.

BasisCurrent assets held for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosuressale in the consolidated financial statements. Our audits also included evaluating the accounting principlesbalance sheets.

(b)Inventory is transferred from inventory to property and equipment at cost when we require additional machines for training or demonstration or for placement into on demand manufacturing services locations.
(c)In general, an asset is transferred from Property and equipment, net, into inventory at its net book value when we have identified a potential sale for a used machine.
(d)Purchase of noncontrolling interest to be paid in installments over a four-year period recorded to Accrued and significant estimates made by management, as well as evaluating the overall presentation ofother liabilities and Other liabilities on the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, LLP

We have served as the Company's auditor since 2003.

Charlotte, North Carolina

March 14, 2018

balance sheets.

F-4


3D Systems Corporation
Consolidated Balance Sheets
as of December 31, 2017 and 2016



 

 

 

 

 

 



 

December 31,

 

December 31,

(in thousands, except par value)

 

2017

 

2016

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

136,344 

 

$

184,947 

Accounts receivable, net of reserves — $10,258 (2017) and $12,920 (2016)

 

 

129,879 

 

 

127,114 

Inventories

 

 

103,903 

 

 

103,331 

Insurance proceeds receivable

 

 

50,000 

 

 

 —

Prepaid expenses and other current assets

 

 

18,296 

 

 

17,558 

Total current assets

 

 

438,422 

 

 

432,950 

Property and equipment, net

 

 

97,521 

 

 

79,978 

Intangible assets, net

 

 

98,783 

 

 

121,501 

Goodwill

 

 

230,882 

 

 

181,230 

Deferred income tax asset

 

 

4,020 

 

 

8,123 

Other assets, net

 

 

27,136 

 

 

25,371 

Total assets

 

$

896,764 

 

$

849,153 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of capitalized lease obligations

 

$

644 

 

$

572 

Accounts payable

 

 

55,607 

 

 

40,514 

Accrued and other liabilities

 

 

65,899 

 

 

55,187 

Accrued litigation settlement

 

 

50,000 

 

 

 —

Customer deposits

 

 

5,765 

 

 

5,857 

Deferred revenue

 

 

29,214 

 

 

28,275 

Total current liabilities

 

 

207,129 

 

 

130,405 

Long term portion of capitalized lease obligations

 

 

7,078 

 

 

7,587 

Deferred income tax liability 

 

 

8,983 

 

 

17,601 

Other liabilities

 

 

48,754 

 

 

57,988 

Total liabilities

 

 

271,944 

 

 

213,581 

Redeemable noncontrolling interests

 

 

8,872 

 

 

8,872 

Commitments and contingencies (Note 21)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.001 par value, authorized 220,000 shares; issued 117,025 (2017) and 115,113 (2016)

 

 

115 

 

 

115 

Additional paid-in capital

 

 

1,326,250 

 

 

1,307,428 

Treasury stock, at cost — 2,219 shares (2017) and 1,498 shares (2016)

 

 

(8,203)

 

 

(2,658)

Accumulated deficit

 

 

(677,772)

 

 

(621,787)

Accumulated other comprehensive loss

 

 

(21,536)

 

 

(53,225)

Total 3D Systems Corporation stockholders' equity

 

 

618,854 

 

 

629,873 

Noncontrolling interests

 

 

(2,906)

 

 

(3,173)

Total stockholders’ equity

 

 

615,948 

 

 

626,700 

Total liabilities, redeemable noncontrolling interests and stockholders’ equity

 

$

896,764 

 

$

849,153 

See accompanying notes to Consolidated Financial Statements.

consolidated financial statements.

F-5

F-10


3D Systems Corporation
Consolidated Statements of Operations and Comprehensive Loss 
SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 2017,  20162020, 2019 and 2015

2018



 

 

 

 

 

 

 

 

(in thousands, except per share amounts)

2017

 

2016

 

2015

Revenue:

 

 

 

 

 

 

 

 

Products

$

379,126 

 

$

380,383 

 

$

408,119 

Services

 

266,943 

 

 

252,582 

 

 

258,044 

Total revenue

 

646,069 

 

 

632,965 

 

 

666,163 

Cost of sales:

 

 

 

 

 

 

 

 

Products

 

203,527 

 

 

195,428 

 

 

243,639 

Services

 

137,703 

 

 

127,786 

 

 

130,715 

Total cost of sales

 

341,230 

 

 

323,214 

 

 

374,354 

Gross profit

 

304,839 

 

 

309,751 

 

 

291,809 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative

 

264,185 

 

 

259,776 

 

 

303,784 

Research and development

 

94,627 

 

 

88,395 

 

 

92,770 

Impairment of goodwill and other intangible assets

 

 —

 

 

 —

 

 

537,179 

Total operating expenses

 

358,812 

 

 

348,171 

 

 

933,733 

Loss from operations

 

(53,973)

 

 

(38,420)

 

 

(641,924)

Interest and other expense, net

 

(3,548)

 

 

(1,392)

 

 

(13,029)

Loss before income taxes

 

(57,521)

 

 

(39,812)

 

 

(654,953)

Provision (benefit) for income taxes

 

7,802 

 

 

(547)

 

 

8,972 

Net loss

 

(65,323)

 

 

(39,265)

 

 

(663,925)

Less: net income (loss) attributable to noncontrolling interests

 

868 

 

 

(846)

 

 

(8,433)

Net loss attributable to 3D Systems Corporation

$

(66,191)

 

$

(38,419)

 

$

(655,492)



 

 

 

 

 

 

 

 

Net loss per share available to 3D Systems Corporation common stockholders - basic and diluted

$

(0.59)

 

$

(0.35)

 

$

(5.85)



 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

Pension adjustments, net of taxes

$

220 

 

$

(902)

 

$

338 

Gain on liquidation of non-US entity

 

 —

 

 

288 

 

 

 —

Foreign currency translation gain (loss)

 

31,728 

 

 

(12,958)

 

 

(16,300)

Total other comprehensive income

 

31,948 

 

 

(13,572)

 

 

(15,962)

Less foreign currency translation gain (loss) attributable to noncontrolling interests

 

259 

 

 

105 

 

 

(820)

Other comprehensive income (loss) attributable to 3D Systems Corporation

 

31,689 

 

 

(13,677)

 

 

(15,142)



 

 

 

 

 

 

 

 

Comprehensive loss

 

(33,375)

 

 

(52,837)

 

 

(679,887)

Less comprehensive income (loss) attributable to noncontrolling interests

 

1,127 

 

 

(741)

 

 

(9,253)

Comprehensive loss attributable to 3D Systems Corporation

$

(34,502)

 

$

(52,096)

 

$

(670,634)

Common Stock
(in thousands, except par value)Par Value $0.001Additional Paid In CapitalTreasury StockAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total 3D Systems Corporation Stockholders' EquityEquity Attributable to Noncontrolling InterestsTotal Stockholders' Equity
December 31, 2017$115 $1,326,250 $(8,203)$(677,772)$(21,536)$618,854 $(2,906)$615,948 
Issuance (repurchase) of stock— (7,369)— — (7,367)— (7,367)
Cumulative impact of change in accounting policy— — — 576 — 576 — 576 
Stock-based compensation expense— 29,253 — — — 29,253 — 29,253 
Net income (loss)— — — (45,505)— (45,505)242 (45,263)
Pension adjustment— — — — (92)(92)— (92)
Foreign currency translation adjustment— — — — (17,350)(17,350)282 (17,068)
December 31, 2018117 1,355,503 (15,572)(722,701)(38,978)578,369 (2,382)575,987 
Issuance (repurchase) of stock— (3,197)— — (3,194)— (3,194)
Acquisition of non-controlling interest— (7,526)— — 256 (7,270)(6,072)(13,342)
Adjustment of RNCI carrying value— — — (1,128)— (1,128)— (1,128)
Stock-based compensation expense— 23,587 — — — 23,587 — 23,587 
Net income (loss)— — — (69,880)— (69,880)248 (69,632)
Pension adjustment— — — — (1,060)(1,060)— (1,060)
Derivative financial instrument adjustment— — — — (318)(318)— (318)
Foreign currency translation adjustment— — — — 3,053 3,053 (57)2,996 
December 31, 2019120 1,371,564 (18,769)(793,709)(37,047)522,159 (8,263)513,896 
Issuance (repurchase) of stock23,377 (3,821)— — 19,564 — 19,564 
Acquisition of non-controlling interest— (7,702)— — (561)(8,263)8,263 
Stock-based compensation expense— 17,725 — — — 17,725 — 17,725 
Net loss— — — (149,594)— (149,594)— (149,594)
Pension adjustment— — — — 783 783 — 783 
Derivative financial instrument loss— — — — (1,638)(1,638)— (1,638)
De-designation of derivative instrument— — — — 1,235 1,235 — 1,235 
Foreign currency translation adjustment— — — — 28,752 28,752 — 28,752 
December 31, 2020$128 $1,404,964 $(22,590)$(943,303)$(8,476)$430,723 $$430,723 
See accompanying notes to Consolidated Financial Statements.

consolidated financial statements.

F-6

F-11


3D Systems Corporation
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2017,  2016 and 2015



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Common Stock

 

Treasury Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands, except par value)

Shares

 

Par Value $0.001

 

Additional Paid In Capital

 

Shares

 

Amount

 

Accumulated Earnings (Deficit)

 

Accumulated Other Comprehensive Income (Loss)

 

Total 3D Systems Corporation Stockholders' Equity

 

Equity Attributable to Noncontrolling Interests

 

Total Stockholders' Equity

Balance at December 31, 2014

112,233 

 

$

112 

 

$

1,245,462 

 

709 

 

$

(374)

 

$

72,124 

 

$

(24,406)

 

$

1,292,918 

 

$

1,207 

 

$

1,294,125 

Tax provision from share-based

 payment arrangements

 —

 

 

 —

 

 

(1,243)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(1,243)

 

 

 —

 

 

(1,243)

Issuance (repurchase) of stock

882 

 

 

 

 

786 

 

183 

 

 

(652)

 

 

 —

 

 

 —

 

 

135 

 

 

 —

 

 

135 

Stock-based compensation expense

 —

 

 

 —

 

 

34,733 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

34,733 

 

 

 —

 

 

34,733 

Net loss

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(655,492)

 

 

 —

 

 

(655,492)

 

 

(8,433)

 

 

(663,925)

Noncontrolling interests for

 business combinations

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

6,783 

 

 

6,783 

Pension adjustment

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

338 

 

 

338 

 

 

 —

 

 

338 

Foreign currency translation

 adjustment

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(15,480)

 

 

(15,480)

 

 

(820)

 

 

(16,300)

Balance at December 31, 2015

113,115 

 

$

113 

 

$

1,279,738 

 

892 

 

$

(1,026)

 

$

(583,368)

 

$

(39,548)

 

$

655,909 

 

$

(1,263)

 

$

654,646 

Issuance (repurchase) of stock

1,998 

 

 

 

 

(1,241)

 

606 

 

 

(1,632)

 

 

 —

 

 

 —

 

 

(2,871)

 

 

 —

 

 

(2,871)

Acquisition of noncontrolling interest

 —

 

 

 —

 

 

(2,364)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(2,364)

 

 

(1,169)

 

 

(3,533)

Stock-based compensation expense

 —

 

 

 —

 

 

31,295 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

31,295 

 

 

 —

 

 

31,295 

Net loss

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(38,419)

 

 

 —

 

 

(38,419)

 

 

(846)

 

 

(39,265)

Pension adjustment

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(902)

 

 

(902)

 

 

 —

 

 

(902)

Liquidation of non-US entity

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

288 

 

 

288 

 

 

 —

 

 

288 

Foreign currency translation

 adjustment

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(13,063)

 

 

(13,063)

 

 

105 

 

 

(12,958)

Balance at December 31, 2016

115,113 

 

$

115 

 

$

1,307,428 

 

1,498 

 

$

(2,658)

 

$

(621,787)

 

$

(53,225)

 

$

629,873 

 

$

(3,173)

 

$

626,700 

Issuance (repurchase) of stock

1,720 

 

 

 —

 

 

 

721 

 

 

(5,545)

 

 

 —

 

 

 —

 

 

(5,545)

 

 

 —

 

 

(5,545)

Issuance of stock for acquisitions

192 

 

 

 —

 

 

3,208 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

3,208 

 

 

 —

 

 

3,208 

Purchase of subsidiary shares from

 noncontrolling interest

 —

 

 

 —

 

 

(1,440)

 

 —

 

 

 —

 

 

 —

 

 

50 

 

 

(1,390)

 

 

(860)

 

 

(2,250)

Cumulative impact of change in

 accounting policy

 —

 

 

 —

 

 

(10,206)

 

 —

 

 

 —

 

 

10,206 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Stock-based compensation expense

 —

 

 

 —

 

 

27,260 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

27,260 

 

 

 —

 

 

27,260 

Net income (loss)

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(66,191)

 

 

 —

 

 

(66,191)

 

 

868 

 

 

(65,323)

Pension adjustment

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

220 

 

 

220 

 

 

 —

 

 

220 

Foreign currency translation

 adjustment

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

31,419 

 

 

31,419 

 

 

259 

 

 

31,678 

Balance at December 31, 2017

117,025 

 

$

115 

 

$

1,326,250 

 

2,219 

 

$

(8,203)

 

$

(677,772)

 

$

(21,536)

 

$

618,854 

 

$

(2,906)

 

$

615,948 

See accompanying notes to Consolidated Financial Statements

F-7


3D Systems Corporation
Consolidated Statements of Cash Flows
Years Ended December 31, 2017, 2016 and 2015



 

 

 

 

 

 

 

 

(In thousands)

 

2017

 

 

2016

 

 

2015

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

$

(65,323)

 

$

(39,265)

 

$

(663,925)

Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

62,041 

 

 

60,535 

 

 

83,069 

Stock-based compensation

 

27,260 

 

 

31,295 

 

 

34,733 

Lower of cost or market adjustment

 

12,883 

 

 

11,053 

 

 

21,550 

Impairment of assets

 

2,427 

 

 

8,618 

 

 

544,611 

Provision for bad debts

 

1,051 

 

 

1,552 

 

 

3,766 

Provision for arbitration award

 

 —

 

 

 —

 

 

11,282 

Provision for deferred income taxes

 

(5,567)

 

 

(6,566)

 

 

(2,875)

(Gain) loss on the disposition of property and equipment

 

 —

 

 

1,465 

 

 

(43)

Changes in operating accounts, net of acquisitions:

 

 

 

 

 

 

 

 

Accounts receivable

 

3,987 

 

 

26,255 

 

 

20,534 

Inventories

 

(17,716)

 

 

(20,656)

 

 

(37,216)

Prepaid expenses and other current assets

 

(49,834)

 

 

(3,895)

 

 

16,900 

Accounts payable

 

12,448 

 

 

(4,975)

 

 

(20,049)

Accrued and other current liabilities

 

50,209 

 

 

(7,670)

 

 

(10,320)

All other operating activities

 

(7,925)

 

 

(265)

 

 

(4,848)

Net cash provided by (used in) operating activities

 

25,941 

 

 

57,481 

 

 

(2,831)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Cash paid for acquisitions, net of cash assumed

 

(34,291)

 

 

 —

 

 

(91,799)

Purchases of property and equipment

 

(30,881)

 

 

(16,567)

 

 

(22,399)

Additions to license and patent costs

 

(1,159)

 

 

(1,132)

 

 

(907)

Proceeds from disposition of property and equipment

 

273 

 

 

350 

 

 

 —

Purchase of noncontrolling interest

 

(2,250)

 

 

(3,533)

 

 

 —

Other investing activities

 

(2,351)

 

 

(1,000)

 

 

(5,750)

Net cash used in investing activities

 

(70,659)

 

 

(21,882)

 

 

(120,855)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Payments related to net-share settlement of stock-based compensation

 

(5,545)

 

 

(2,871)

 

 

(1,108)

Payments on earnout consideration

 

(3,206)

 

 

 —

 

 

 —

Repayment of capital lease obligations

 

(437)

 

 

(1,055)

 

 

(1,049)

Net cash used in financing activities

 

(9,188)

 

 

(3,926)

 

 

(2,157)

Effect of exchange rate changes on cash and cash equivalents

 

5,303 

 

 

(2,369)

 

 

(3,376)

Net increase (decrease) in cash and cash equivalents

 

(48,603)

 

 

29,304 

 

 

(129,219)

Cash and cash equivalents at the beginning of the period

 

184,947 

 

 

155,643 

 

 

284,862 

Cash and cash equivalents at the end of the period

$

136,344 

 

$

184,947 

 

$

155,643 



 

 

 

 

 

 

 

 

Cash interest payments

$

503 

 

$

839 

 

$

707 

Cash income tax payments, net

 

6,339 

 

 

11,045 

 

 

12,512 

Transfer of equipment from inventory to property and equipment, net (a)

 

9,881 

 

 

12,493 

 

 

9,902 

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

 

378 

 

 

1,102 

 

 

2,764 

Stock issued for acquisitions of businesses

 

3,208 

 

 

 —

 

 

 —

(a)

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

(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.

See accompanying notes to Consolidated Financial Statements.

F-8


Note 1(1) Basis of Presentation


The Consolidated Financial Statementsconsolidated financial statements include the accounts of 3D Systems Corporation and all majority-owned subsidiaries and entities in which a controlling interest is maintained (the(“3D Systems” or the “Company” or “we” or “us”). A non-controlling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. The Company includesWe include noncontrolling interests as a component of total equity in the Consolidated Balance Sheetsconsolidated balance sheets and the net income (loss) attributable to noncontrolling interests areis presented as an adjustment from net loss used to arrive at net loss attributable to 3D Systems Corporation in the consolidated statements of operations and comprehensive loss. The Company’sOur annual reporting period is the calendar year.


The Consolidated Financial Statementsconsolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation.


Our operations in North America and South America (collectively referred to as "Americas"), Europe and the Middle East (collectively referred to as "EMEA") and the Asia Pacific region ("APAC") expose us to risks associated with public health crises and epidemics/pandemics, such as the COVID-19 pandemic. While the COVID-19 pandemic has impacted the Company’s reported results for the year ended December 31, 2020, we are unable to predict the longer-term impact that the pandemic may have on our business, results of operations, financial position or cash flows. The extent to which our operations may be impacted by the dynamic nature of the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the financial markets remain unknown.

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

Note 2


(2) Significant Accounting Policies


Use of Estimates


The preparation of financial statements in conformity with GAAP requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases itsWe base our estimates on historical experience, currently available information and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates.


Revenue Recognition

Net


We account for revenue is derived primarilyin accordance with Accounting Standard Codification ("ASC") Topic 606, “Revenue from Contracts with Customers,” which we adopted on January 1, 2018, using the sale of products and services. The followingmodified-retrospective method. Collaborative revenue recognition policies define the mannercontracts in which the Company accounts for sales transactions.

The Company recognizes revenue when persuasive evidencecollaboration partner meets the definition of a sale arrangement exists, delivery has occurred or servicescustomer are rendered, the sales price or fee is fixed or determinable and collectability is reasonably assured. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The Company sells its products through its direct sales force and through authorized reseller partners. The Company recognizes revenue on sales to reseller partners at the time of sale, when the partner has economic substance apart from Company and the Company has completed its obligations related to the sale.

The Company enters into sales arrangements that may provide for multiple deliverables to a customer. Sales of printers may include ancillary equipment, materials, a warranty on the equipment, training and installation. The Company identifies all goods and/or services that are to be delivered separately under a sales arrangement and allocates revenue to each deliverable based on either vendor-specific objective evidence (“VSOE”); or if VSOE is not determinable, then the Company uses best estimated selling price (“BESP”) of each deliverable. The Company established VSOE of selling price using the price charged for a deliverable when sold separately. The objective of BESP is to determine the price at which the Company would transact a sale if the deliverable was sold regularly on a stand-alone basis. The Company considers multiple factors including, but not limited to, market conditions, geographies, competitive landscapes, and entity-specific factors such as internal costs, gross margin objectives and pricing practices when estimating BESP. Consideration in a multiple element arrangement is then allocated to the elements on a relative sales value basis using either VSOE or BESP for all the elements. The Company also evaluates the impact of undelivered items on the functionality of delivered items for each sales transaction and, where appropriate, defers revenue on delivered items when that functionality has been affected.  Functionality is determined to be met if the delivered products or services represent a separate earnings process.

Hardware

Under the Company’s standard terms and conditions of sale, title and risk of loss transfer to the customer at the time product is shipped to the customer and revenue is recognized accordingly, unless customer acceptance is uncertain or significant obligations remain. In instances in which significant obligations remain, the Company defers the estimated revenue associated with post-sale obligations that are not essential to the functionality of the delivered items, and recognizes revenue in the future as the conditions for revenue recognition are met.

F-9


Software

The Company also markets and sells software tools that enable our customers to capture and customize content using our printers, as well as reverse engineering and inspection software. The software does not require significant modification or customization. The Company applies the guidance in ASC 985-605, Software-Revenue Recognition in recognizing revenue when software is more than incidental to the product or service as a whole based on fair value using vendor-specific objective evidence. Revenue from perpetual software licenses is recognized either upon delivery of the product or delivery of a key code which allows the customer to access the software. In instances where software access is provided for a trial period, revenue is not recognized until the expiration of the trial period and the customer has purchased the software.  The Company uses the residual method to allocate revenue to software licenses at the inception of the license term when VSOE of fair value for all undelivered elements, such as maintenance, exists and all other revenue recognition criteria have been satisfied. In instances in which customers purchase post sale support, it is considered a separate element from the software and is deferred at the time of sale and subsequently amortized in future periods.

The Company also sells equipment with embedded software to its customers. The embedded software is not sold separately, it is not a significant focus of the marketing effort and the Company does not provide post-contract customer support specific to the software or incur significant costs that are within the scope of ASC 985. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole such that ASC 985 is not applicable. Sales of these products are recognizedrecorded in accordance with ASC 605-25, “Multiple-Element Arrangements.”

Services

Printers and certain other products include a warranty under which the Company provides maintenanceTopic 606, otherwise recorded in accordance with ASC 808. See Note 4 for periods up to one year. The Company also offers training, installation and non-contract maintenance services for its products. Additionally, the Company offers extended warranties and maintenance contracts customers can purchase at their option. For initial product warranties, revenue is recognized and estimated costs are accrued at the time of the sale of the product. These cost estimates are established using historical information on the nature, frequency and average cost of claims for each type of printer or other product as well as assumptions about future activity and events. Revisions to expense accruals are made as necessary based on changes in these historical and future factors. For optional warranty or maintenance contracts, revenue is deferred at the time of sale based on the relative fair value of these services and costs are expensed as incurred. Deferred revenue is recognized ratably over the term of the warranty or maintenance period on a straight-line basis. Revenue from training, installation and non-contract maintenance services is recognized at the time of performance of the service.

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

Terms of sale

Shipping and handling costs billed to customers for equipment sales and sales of materials are included in product revenue in the Consolidated Statements of Operations and Other Comprehensive Loss. Costs incurred by the Company associated with shipping and handling are included in product cost of sales in the Consolidated Statements of Operations and Other Comprehensive Loss.

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

further discussion.

F-10



The Company’s terms of sale generally require payment within 30 to 60 days after shipment of a product, although the Company also recognizes that longer payment periods are customary in some countries where it transacts business. To reduce credit risk in connection with printer sales, the Company may, depending upon the circumstances, require significant deposits prior to shipment and may retain a security interest in a system sold until fully paid. In some circumstances, the Company may require payment in full for its products prior to shipment and may require international customers to furnish letters of credit. For maintenance services, the Company either bills customers on a time-and-materials basis or sells customers service agreements that are recorded as deferred revenue and provide for payment in advance on either an annual or other periodic basis.

Cash and Cash Equivalents


Cash and cash equivalents consist of cash and temporary investments with maturities of three months or less when acquired.


F-12


Cash and cash equivalents by geographic region for the years ended December 31, 2020, and 2019 were as follows:

Year Ended December 31,
(in thousands)20202019
Americas$27,562 $63,374 
EMEA24,875 $44,283 
APAC22,573 $26,008 
Total$75,010 $133,665 

Investments


Investments in non-consolidated affiliates (20-50 percent owned companies and joint ventures) are accounted for using the equity method. Investments through which we are not able to exercise significant influence over the investee and which we do not have readily determinable fair values are generally accounted for under the cost method.

The Company assesses We did not hold any equity method investments at December 31, 2020 or 2019.


We assess declines in the fair value of investments to determine whether such declines are other-than-temporary. Other-than-temporary impairments of investments are recorded to interest and other expense, net, in the period in which they become impaired.


For the years ended December 31, 20172020 and 2016, the Company2019, we recorded impairment charges of $1,743$2,361 and $1,210,$927, respectively, related to certain cost-method investments. The aggregate carrying amount of all investments accounted for under the cost method totaled $8,263$5,016 and $9,116$8,327 at December 31, 20172020 and 2016,2019, respectively, and is included in other assets, net, on the Company’s Consolidated Balance Sheets.

our consolidated balance sheets.


Accounts Receivable and Allowances for Doubtful Accounts


Trade accounts receivable are recorded at the invoiced amount and do not bear interest. In evaluating the collectability of accounts receivable, the Company assesseswe assess a number of factors, including specific customers’ ability to meet their financial obligations to us, the length of time receivables are past due and historical collection experience. Based on these assessments, the Companywe may record a reserve for specific customers, as well as a general reserve and allowance for returns and discounts. If circumstances related to specific customers change, or economic conditions deteriorate such that the Company’sour past collection experience is no longer relevant, itsour estimate of the recoverability of accounts receivable could be further reduced from the levels provided for in the Consolidated Financial Statements.

consolidated financial statements.


The following presents the changes in the balance of our allowance for doubtful accounts:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

Item

 

Balance at beginning of year

 

Additions charged to expense

 

Other

 

Balance at end of year

2017

 

Allowance for doubtful accounts

 

$

12,920 

 

$

1,051 

 

$

(3,713)

 

$

10,258 

2016

 

Allowance for doubtful accounts

 

 

14,139 

 

 

1,552 

 

 

(2,771)

 

 

12,920 

2015

 

Allowance for doubtful accounts

 

 

10,300 

 

 

3,766 

 

 

73 

 

 

14,139 

Year EndedItemBalance at beginning of yearAdditions charged to expenseOtherBalance at end of year
2020Allowance for doubtful accounts$8,762 $457 $(4,827)$4,392 
2019Allowance for doubtful accounts8,423 1,308 (969)8,762 
2018Allowance for doubtful accounts10,258 1,824 (3,659)8,423 

Inventories


Inventories are stated at the lower of cost or net realizable value, with cost being determined using the first-in, first-out method.


F-13


Long-Lived Assets andGoodwill

The Company reviews


We review long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability is assessed asfor the carrying value of assets held for use based on a review of undiscounted projected cash flows. Impairment losses, where identified, are measured as the excess of the carrying value of the long-lived asset over its estimated fair value as determined by discounted projected cash flows. NoNaN impairment charges for intangible assets with finite lives were recorded for the years ended December 31, 20172020 and 2016. For the year ended December 31, 2015, the Company recorded non-cash impairment charges of $93,520 arising from the Company’s other intangible assets impairment testing.

2019.

F-11



Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. Goodwill is tested for impairment annually in the fourth quarteron November 30 of each year, and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is done at a reporting unit level, with all goodwill assigned to a reporting unit.

The test for goodwill impairment is a two-step process to first identify potential goodwill impairment for each reporting unit and then, if necessary, measure the amount of the impairment loss.

Our reporting units are consistent with our geographies in Note 20.Americas, EMEA and APAC. We completed the required annual goodwill impairment test during the fourth quarteras of 2017.November 30, 2020. The first step of the goodwill impairment test comparescompared the fair value of each of our reporting unitsunit to itstheir carrying value. We estimateestimated the fair value of our reporting units based primarily on the discounted projected cash flows of the underlying operations. The estimated fair value for each of our reporting units was in excess of itstheir respective carrying values as of December 31, 2017.

For the year ended December 31, 2015, the results of the first step of annual impairment testing indicated the carrying amount of goodwill assigned to the Americas and EMEA reporting units exceeded fair value. Based on these results, management completed the second step of annual impairment testing for the Americas and EMEA reporting units. Management determined that the fair value of goodwill assigned to the Americas was zero, resulting in a non-cash, non-tax deductible impairment charge of $382,271. Management determined that the carrying amount of the goodwill assigned to EMEA exceeded fair value by approximately 29%, resulting in a non-cash, non-tax deductible goodwill impairment charge of $61,388. 2020.


For a summary of our goodwill by reporting unit and discussion of goodwill impairment in 2020, see Note 7.

Redeemable Noncontrolling Interests

The minority interest shareholders9.


Assets and Liabilities Held for Sale

Once management has committed to disposal of a certain subsidiary have the right in certain circumstances to require the Company to acquire either a portion of or all of the remaining ownership interests held by them. The owners’ ability to exercise any such “put option” right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise. In addition, these rights cannot be exercised prior to a specified exercise date. The exercise of these rights at their earliest contractual date would result in obligationscomponent of the Company and it is probable of being completed within one year, the assets and liabilities are reclassified as held for sale and net income continues to fund the related amounts in 2019.be reported as from continuing operations, unless it meets requirements to be reclassified as a discontinued operation. See Note 21.

The Company has recorded the put option as mezzanine equity at their current estimated redemption amount. The Company accrues changes in the redemption amounts over the period from the date of issuance to the earliest redemption date of the put option. For the years ended December 31, 2017 and 2016, the balance of redeemable noncontrolling interests was $8,872. Changes in the estimated redemption amounts of the put options are adjusted at each reporting period with a corresponding adjustment to equity.

3.


Contingencies

The Company follows


We follow the provisions of ASC 450, “Contingencies,” which requires that an estimated loss from a loss contingency be accrued by a charge to income if it is both probable that an asset has been impaired or that a liability has been incurred and that the amount of the loss can be reasonably estimated.


Foreign Currency Translation


Local currencies generally are considered the functional currencies outside the United States. Assets and liabilities for operations in local-currency environments are translated at month-end exchange rates of the period reported. Income and expense items are translated at average exchange rates of each applicable month. Cumulative translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in shareholders’ equity.


Derivative Financial Instruments

The Company is


We are exposed to market risk from changes in interest rates, and foreign currency exchange rates and commodity prices, which may adversely affect itsour results of operations and financial condition. The Company seeksWe seek to minimize these risks through regular operating and financing activities and, when the Company considerswe consider it to be appropriate, through the use of derivative financial instruments.

The Company does We do not purchase, hold or sell derivative financial instruments for trading or speculative purposes. The Company has elected not


We use derivative financial instruments to manage our exposure to changes in interest rates on outstanding debt instruments. For those instruments that qualify and where we elect to prepare and maintain the documentation to qualify for hedge accounting treatment under ASC 815, “Derivatives and Hedging,” and therefore, allrelated gains and losses (realized or unrealized) related to derivative instruments are recognized in accumulated other comprehensive income (loss) and are reclassified into earnings when the underlying transaction is recognized in net earnings and, depending on the fair value at the end of the reporting period, derivatives are recorded either in prepaid and other current assets or in accrued liabilities in the consolidated balance sheets.

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We and our subsidiaries conduct business in various countries using both their functional currencies and other currencies to effect cross border transactions. As a result, we and our subsidiaries 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 U.S. balance sheet and those of our subsidiaries in order to reduce these risks. We, when we consider it to be appropriate, enter into foreign currency contracts to hedge the exposure arising from those transactions. See Note 13. For our hedges of foreign exchange rates and commodity prices, we have elected to not prepare and maintain the documentation to qualify for hedge accounting treatment under ASC 815, “Derivatives and Hedging,” and therefore, changes in fair value are recognized in interest and other expense, net in the consolidated statements of operations and comprehensive loss and, depending on the fair value at the end of the reporting period, derivatives are recorded either in prepaid and other current assets or in accrued liabilities in the consolidated balance sheets.

The Company and its subsidiaries conduct business in various countries using both their functional currencies and other currencies to effect cross border transactions. As a result, they


We are subject to the risk that fluctuations in foreign exchange rates between the dates that

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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 U.S. balance sheet and those of its subsidiaries in order to reduce these risks. The Company, when it considers it to be appropriate, enters into foreign currency contracts to hedge the exposures arising from those transactions. See Note 10.

The Company is exposed to credit risk if the counterparties to such transactions are unable to perform their obligations. However, the Company seekswe seek to minimize such risk by entering into transactions with counterparties that are believed to be creditworthy financial institutions.


Research and Development Costs


Research and development costs are expensed as incurred.


Earnings (Loss) per Share


Basic earnings (loss) per share are calculated on the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. See Note 16.

18.


Advertising Costs


Advertising costs are expensed as incurred. Advertising costs, including trade shows, were $13,683, $12,469$7,561, $13,732 and $15,245$13,562 for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively.


Pension costs

The Company sponsors


We sponsor a retirement benefit for one of itsour non-U.S. subsidiaries in the form of a defined benefit pension plan. Accounting standards require the cost of providing this pension benefit be measured on an actuarial basis. Actuarial gains and losses resulting from both normal year-to-year changes in valuation assumptions and differences from actual experience are deferred and amortized. The application of these accounting standards requires managementrequire us to make assumptions and judgements that can significantly affect these measurements. CriticalOur critical assumptions made by management in performing these actuarial valuations include the selection of the discount rate to determine the present value of the pension obligations that affects the amount of pension expense recorded in any given period. Changes in the discount rate could have a material effect on the Company’sour reported pension obligations and related pension expense. See Note 15.

17.


Equity Compensation Plans

The Company recognizes


We recognize compensation expense for itsour stock-based compensation programs, which include stock options, restricted stock, restricted stock units (RSUs)(“RSU”) and performance shares. For service-based awards, stock-based compensation is estimated at the grant date based on the fair value of the awards expected to vest and recognized as expense ratably over the requisite service period of the award. For stock options and awards with market conditions, compensation cost is determined at the individual tranche level. The Company recognizesWe recognize forfeitures when they occur.


Income Taxes

The Company


We and the majority of itsour domestic subsidiaries file a consolidated U.S. federal income tax return, while it has four of our domestic entities that file separate U.S. federal income tax returns. The Company’sOur non-U.S. subsidiaries file income tax returns in their respective jurisdictions. The Company provides for income taxes on those portions of its foreign subsidiaries’ accumulated earnings (deficit) that the Company believes are not reinvested permanently in their business.


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Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carryforwards. Deferred income tax liabilities and assets at the end of each period are determined using enacted tax rates.

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The Company establishesWe establish a valuation allowance for those jurisdictions in which the expiration date of tax benefit carryforwards or projected taxable earnings leads the Companyus to conclude that it is “more likely than not” that a deferred tax asset will not be realized. The evaluation process includes the consideration of all available evidence regarding historical results and future projections including the estimated timing of reversals of existing taxable temporary differences and potential tax planning strategies. Once a valuation allowance is established, it is maintained until a change in factual circumstances gives rise to sufficient income of the appropriate character and timing that will allow a partial or full utilization of the deferred tax asset.


In accordance with ASC 740, “Income Taxes,” the impact of an uncertain tax position on the Company’sour income tax returns is recognized at the largest amount that is more likely than not to be required to be recognized upon audit by the relevant taxing authority.

The Company includes


We include interest and penalties accrued in the Consolidated Financial Statementsconsolidated financial statements as a component of income tax expense.


See Note 1921 for further discussion.

Operating and Finance Leases

We determine if an arrangement contains a lease at inception. Some leases include the options to purchase, terminate or extend for one or more years; these options are included in the Consolidated Financial Statements.

right of use ("ROU") asset and liability lease term when it is reasonably certain an option will be exercised. Our leases do not contain any material residual value guarantees or material restrictive covenants.


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

Certain of our leases include variable costs. Variable costs include non-lease components that were incurred based upon actual terms rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the ROU asset recorded on the balance sheet was determined based upon factors considered at the commencement date, subsequent changes in the rate or index that were not contemplated in the ROU asset balances recorded on the balance sheet result in variable expenses being incurred when paid during the lease term. See Note 5.

Recent Accounting Pronouncements


Recently Adopted Accounting Standards


In June 2016, the first quarter of 2017, the Company adopted Financial Accounting Standards Board (“FASB”("FASB") issued Accounting Standards Update (“ASU”) No. 2016-09,2016-13,Compensation – Stock Compensation (Topic 718)Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), Improvementsas revised in July 2018, which provides guidance regarding the measurement of credit losses for financial assets and certain other instruments that are not accounted for at fair value through net income, including trade and other receivables, debt securities, net investment in sales type and direct financing leases, and off-balance sheet credit exposures. The new guidance requires companies to Employee Share-Based Payment Accounting”. The following summarizesreplace the effects of the adoption:

Forfeitures - Prior to adoption, share-based compensation expense was recognizedcurrent incurred loss impairment methodology with a methodology that measures all expected credit losses for financial assets based on a straight-line basis, net of estimated forfeitures, such that expense was recognized only for share-based awards that were expected to vest. A forfeiture rate was estimated annuallyhistorical experience, current conditions, and revised, if necessary, in subsequent periods if actual forfeitures differed from initial estimates. Upon adoption, the Company no longer applies a forfeiture ratereasonable and instead accounts for forfeitures as they occur. The change was applied on a modified retrospective basis resulting in a cumulative effect adjustment to retained earnings of $10,206 as of January 1, 2017. Prior periods were not adjusted.

Statement of Cash Flows -supportable forecasts. The Company historically accounted for excess tax benefits related to share-based compensation on the Statement of Cash Flows as a financing activity. Upon adoption of this standard, excess tax benefits are classified along with other income tax cash flows as an operating activity. The Company has elected to adopt this portion of the standard on a prospective basis beginning in 2017. Prior periods were not adjusted.

Income taxes - Upon adoption of this standard, all excess tax benefits and tax deficiencies related to share-based compensation are recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Prior periods were not adjusted. 

The impact of adoption was not material to the Consolidated Statements of Earnings and Comprehensive Loss or Consolidated Statements of Cash Flows of the Company.

Recently Issued Accounting Standards

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

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), in an effort to reduce diversity and clarify what constitutes a modification, as it relates to the change in terms or conditions of a share-based payment award. According to ASU 2017-09, the Company should account for the effects of a modification unless all of the following are met: (1) the fair value of the modified award is the same as the fair value the original award immediately before the original award is modified, (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified, and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in ASU 2017-09 are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Company will adopt ASU 2017-09 beginning January 1, 2018 and does not expect the implementation ofadopted this guidance toduring the first quarter of 2020. The implementation did not have a material effect on its consolidatedour financial statements.

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

operations.


In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350):, Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which eliminates the performance of Step 2 from the goodwill impairment test. In performing its annual or interim impairment testing, an entity will instead compare the fair value of the reporting unit with its carrying amount and recognize any impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductibletax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The Company adopted this guidance during the first quarter of 2020.

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In November 2018, the FASB issued ASU 2018-18, "Collaborative Arrangements (ASC 808), Clarifying the Interaction between ASC 808 and ASC 606" (“ASU 2018-18”). This ASU clarified when transactions between collaborative participants are in the scope of ASC 606. The ASU also provides some guidance on presentation of transactions not in the scope of ASC 606. After adoption during the fourth quarter of 2020 the Company determined it was appropriate to recast the presentation of our previously reported statement of operations for the years ended December 31, 2019 and 2018. The Company acknowledges this standard should have been adopted January 1, 2020. The adoption of this standard did not change the Company's previously reported net loss or loss from operations for the years ended December 31, 2019 or 2018 or any individual quarter therein and the effect on the individual quarters in 2020 was immaterial. The following schedule depicts the annual effect of the adoption on our previously reported statements of operations:

Year Ended December 31,
20192018
As reportedChangeRevisedAs reportedChangeRevised
Revenue:
Products$384,577 $4,760 $389,337 $429,215 $3,885 $433,100 
Services244,517 2,500 247,017 258,445 258,445 
Total revenue629,094 7,260 636,354 687,660 3,885 691,545 
Cost of sales:
Products229,821 4,760 234,581 229,793 3,885 233,678 
Services121,232 121,232 133,473 133,473 
Total cost of sales351,053 4,760 355,813 363,266 3,885 367,151 
Gross profit278,041 2,500 280,541 324,394 324,394 
Operating expenses:
Selling, general and administrative254,355 254,355 272,287 272,287 
Research and development80,790 2,500 83,290 95,298 95,298 
Total operating expenses335,145 2,500 337,645 367,585 367,585 
Loss from operations(57,104)(57,104)(43,191)(43,191)

Recently Issued Accounting Standards

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes. It also clarifies certain aspects of the existing guidance to promote more consistent application. This standard is effective for fiscal years beginning after December 15, 2019.  Earlycalendar-year public business entities in 2021 and interim periods within that year, and early adoption is permitted for interim or annual impairment tests performed on testing dates after January 1, 2017. The Company is currentlypermitted. We are in the process of evaluating when itthe impact the new standard will adopt ASU 2017-04 and its impacthave on itsour consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”). ASU 2016-16 permits the recognition of income tax consequences related to an intra-entity transfer of an asset other than inventory when the transfer occurs. It is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods.  Early adoption is permitted for any interim or annual period. The Company adopted this standard for the year ended December 31, 2017 and it did not have a material impact on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). With the objective of reducing the existing diversity in practice, ASU 2016-15 addresses the manner in which certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017. The amendments should be applied retrospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company adopted this standard for the year ended December 31, 2017 and it did not have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize assets and liabilities arising from operating leases on the balance sheet. It is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. Though still evaluating the impact of ASU 2016-02, the Company expects changes to its balance sheet due to the recognition of right-of-use assets and lease liabilities related to its real estate leases, but it does not anticipate material impacts to its results of operations or liquidity.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. The FASB has also issued several updates to ASU that are intended to promote a more consistent interpretation and application of the principles outlined in the standard. The new standard supersedes U.S. GAAP guidance on revenue recognition and requires the use of more estimates and judgments than the present standards.

The Company will adopt the new standard effective January 1, 2018, by recognizing the cumulative effect of initially applying the new standard, driven predominantly by the acceleration of timing of recognition related to certain promotional discounts, as an adjustment to the opening balance of retained earnings with an offsetting impact within current liabilities. Based on its comprehensive assessment of the new guidance, the Company does not currently expect the adjustment to have a material impact to retained earnings nor on net income on an ongoing basis. However, actual results may differ from the current estimates. In addition, the Company expects to make certain immaterial balance sheet reclassifications to align with the presentation requirements of the new standard. Results for reporting periods beginning after January 1, 2018 will be presented according to ASU 2014-09 while prior period amounts will not be adjusted and will continue to be reported in accordance with the Company’s historic accounting policies. Beginning in the first quarter of 2018, the Company plans to provide expanded revenue recognition disclosures based on the new qualitative and quantitative disclosure requirements of the standard.


No other new accounting pronouncements, issued or effective during 2017,2020, have had or are expected to have a significant impact on the Company’sour consolidated financial statements.

statements.

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Note 3 Acquisitions

2017 Acquisitions

On January 31, 2017, the Company acquired 100 percent of the shares of Vertex-Global Holding B.V. (“Vertex”), a provider of dental materials worldwide under the Vertex and NextDent brands.

(3) Dispositions

In November 2020, we sold our Australia ODM business in an asset sale for $685. The faircarrying value of the assets, including net working capital and allocable goodwill, was $1,482. In December 2020, we sold our Wuxi Easyway business in an asset sale for $79. The carrying value of the assets, including net working capital and allocable goodwill, was $3,806. Recognized losses of $4,524 were included in interest and other expense, net on the consolidated statement of operations.

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On January 1, 2021, the Company completed the sale of 100% of the issued and outstanding equity interests of Cimatron Ltd.("Cimatron"), the subsidiary that operated the Company’s Cimatron integrated CAD/CAM software for tooling business and its GibbsCAM CNC programming software business for approximately $64,200, after certain adjustments and excluding $9,161 of cash amounts transferred to the purchaser. The assets and liabilities of Cimatron were reclassified to held for sale on the consolidated balance sheet as of December 31, 2020. See Note 26.

The components of Cimatron's assets and liabilities recorded as held for sale on the consolidated balance sheet at December 31, 2020 were as follows:

(in thousands)December 31, 2020
Assets
Cash and cash equivalents$9,161 
Accounts receivable, net of reserves of $1,1545,361 
Inventories155 
Prepaid expenses and other current assets3,762 
Total current assets held for sale18,439 
Property and equipment, net202 
Intangible assets, net6,642 
Goodwill21,385 
Right of use assets898 
Deferred income tax asset560 
Other assets1,997 
Total assets held for sale$50,123 
Liabilities
Current right of use liabilities$445 
Accounts payable654 
Accrued and other liabilities5,631 
Customer deposits25 
Deferred revenue4,352 
Total current liabilities held for sale11,107 
Long-term right of use liabilities518 
Other liabilities2,434 
Total liabilities held for sale$14,059 

(4) Revenue

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

Performance Obligations

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

At December 31, 2020, we had $111,833 of outstanding performance obligations. We expect to recognize approximately 94 percent of our remaining performance obligations as revenue within the next twelve months, an additional 4 percent by the end of 2022 and the balance thereafter.

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Revenue Recognition

Revenue is recognized when control of the promised products or services is transferred to customers in an amount that reflects the consideration paidwe expect to receive in exchange for this acquisition,those products or services. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Many of our contracts with customers include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative stand-alone selling price (“SSP”). Revenue is recognized net of cash acquired, was $37,562,allowances for returns and consistedany taxes collected from customers, which are subsequently remitted to governmental authorities. The amount of cashconsideration received and shares. The cash portionrevenue recognized may vary based on changes in marketing incentive programs offered to our customers. Our marketing incentive programs take many forms, including volume discounts, trade-in allowances, rebates and other discounts.

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

Hardware and Materials

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

Printers and certain other products include a warranty under which we provide maintenance for periods up to one year. For these initial product warranties, estimated costs are accrued at the time of the sale of the product. These cost estimates are established using historical information on the nature, frequency and average cost of claims for each type of printer or other product as well as assumptions about future activity and events. Revisions to expense accruals are made as necessary based on changes in these historical and future factors.

Software

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

Collaboration and Licensing Agreements

We enter into collaboration and licensing agreements with third parties. The nature of the activities to be performed and the consideration exchanged under the agreements varies on a contract by contract basis. We evaluate these agreements to determine whether they meet the definition of a customer relationship for which revenue is recorded. These contracts may contain multiple performance obligations and may contain fees for licensing, research and development services, contingent milestone payments upon the achievement of developmental contractual criteria and/or royalty fees based on the licensees’ product revenue. We determine the revenue to be recognized for these agreements based on an evaluation of the distinct performance obligations, the identification and evaluation of material rights, the estimation of variable consideration and the determination of the pattern on transfer of control for each distinct performance obligation. The Company recognized $6,953, $7,260 and $3,885 in cash paidrevenue related to collaboration arrangements with customers for acquisitions, netthe years ended December 31, 2020, 2019, and 2018, respectively.

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Services

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

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

Terms of sale

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

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

Our terms of sale generally provide payment terms that are customary in the Consolidated Statementcountries where we transact business. To reduce credit risk in connection with certain sales, we may, depending upon the circumstances, require significant deposits or payment in full prior to shipment. For maintenance services, we either bill customers on a time-and-materials basis or sell maintenance contracts that provide for payment in advance on either an annual or other periodic basis.

Significant Judgments

Our contracts with customers often include promises to transfer multiple products and services to a customer. For such arrangements, we allocate revenues to each performance obligation based on its relative SSP.

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

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

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

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

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Contract Balances

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

Through December 31, 2020, we recognized revenue of $30,635 related to our contract liabilities at December 31, 2019. Through December 31, 2019, we recognized revenue of $26,486 related to our contract liabilities at December 31, 2018. Through December 31, 2018, we recognized revenue of $37,206 related to our contract liabilities at January 1, 2018.

Practical Expedients and Exemptions

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

Revenue and Asset Concentrations

We operate as 1 segment and conduct our business through various offices and facilities located throughout the Americas region (United States, Canada, Brazil, Mexico and Uruguay), EMEA region (Belgium, France, Germany, Israel, Italy, the Netherlands, Switzerland and the United Kingdom), and APAC region (Australia, China, India, Japan and Korea). The Americas, EMEA and APAC regions have been our reporting units for the purposes of testing the recoverability of goodwill. This test is performed on an annual basis each November 30 and more often in the Consolidated Statementoccurrence of Equity. The operating results of Vertexa triggering event.

Concurrent with our new strategic focus announced in August 2020, we have been included inbegun to undertake initiatives to simplify our organization by realigning the Company’s reported results sincebreadth of capabilities into two key market verticals. This realignment continues to evolve, and as of December 31, 2020 we continue to pursue initiatives that will provide reliable and complete information to our chief operating decision maker to allow him to make operational decisions around the closing date. The purchase priceallocation of resources and assessing performance for these key market verticals. As of December 31, 2020, we continue to operate in 1 reportable segment.

Revenue by geographic region for the acquisition has been allocatedyears ended December 31, 2020, 2019, and 2018 were as follows:
Year Ended December 31,
(in thousands)202020192018
Americas$280,028 $323,085 $344,650 
EMEA213,575 240,403 237,462 
APAC63,637 72,866 109,433 
Total$557,240 $636,354 $691,545 
United States (Included in Americas above)$275,145 $313,910 $336,496 

For the years ended December 31, 2020, 2019, and 2018, one customer accounted for approximately 13%, 11% and 13% of our consolidated revenue, respectively. We expect to maintain our relationship with this customer.

F-21


Assets by geographic region for the estimated fair valueyears ended December 31, 2020, and 2019 were as follows:
Year Ended December 31,
(in thousands)20202019
Americas$251,456 $263,758 
EMEA394,868 447,810 
APAC86,731 95,744 
Total$733,055 $807,312 

(5) Leases

We have various lease agreements for our facilities, equipment and vehicles with remaining lease terms ranging from one to sixteen years.

Components of net tangible and intangible assets acquired, with any excess purchase price recordedlease cost (income) were as goodwill.

2016 Acquisitions

No acquisitions were made by the Companyfollows:

(in thousands)Year Ended December 31, 2020Year Ended December 31, 2019
Operating lease cost$13,937 $14,743 
Finance lease cost - amortization expense937 737 
Finance lease cost - interest expense664 477 
Short-term lease cost159 114 
Variable lease cost1,363 245 
Sublease income(615)(84)
Total$16,445 $16,232 

Rent expense for the year ended December 31, 2016.

2015 Acquisitions 

On February 9, 2015,2018, accounted for under the Company acquired 100 percent of the outstanding shares and voting rights of Cimatron Ltd. (“Cimatron”)previous guidance at ASC 840 Leases, a provider of integrated 3D CAD/CAM software and solutions for manufacturing. The fair value of the consideration paid for this acquisition, net of cash acquired, was $77,984, all of which was paid in cash. The operations of Cimatron have been integrated into the Company’s products and service revenues. The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes 2015 acquisitions.

On April 2, 2015, the Company acquired 65 percent of the equity interests in Wuxi Easyway Model Design and Manufacture Co. Ltd. (“Easyway”), a manufacturing service bureau and distributor of 3D printing and scanning products in China. The fair value of the consideration paid for this acquisition, net of cash acquired, was $11,265, all of which was paid in cash. Under the terms of the agreement, the Company has an option to acquire the remainder of the equity interests in Easyway between the third and fifth anniversaries of the closing. The operations of Easyway have been integrated into the Company’s products and service revenues. The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes 2015 acquisitions.

On June 16, 2015, the Company acquired certain assets of STEAMtrax, LLC,  a curricula provider. The fair value of the consideration paid for this acquisition, net of cash acquired, was $2,550, all of which was paid in cash. The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes 2015 acquisitions. The Company exited this investment in 2016.

On June 17, 2015, the Company acquired certain assets of NOQUO INC., a software provider. The fair value of the consideration paid for this acquisition, net of cash acquired, was $651,  which was paid with cash and the cancellation of a note. The fair value of the consideration paid for this acquisition was allocated to the assets purchased and liabilities assumed, based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill, and is included in the table below, which summarizes 2015 acquisitions. The Company exited this investment in 2016.

For all acquisitions made in 2015, factors considered by the Company in determination of goodwill include synergies, vertical integration and strategic fit for the Company. The acquisitions completed during the 2015 are not material relative to the Company’s assets or operating results; therefore, no proforma financial information is provided.

$15,809.

F-16



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 consolidated balanceBalance sheet classifications at December 31, 20152020 and 2019 are summarized below:

December 31, 2020December 31, 2019
(in thousands)Right of use assetsCurrent right of use liabilitiesLong-term right of use liabilitiesRight of use assetsCurrent right of use liabilitiesLong-term right of use liabilities
Operating Leases$40,586 $8,562 $38,296 $28,571 $9,231 $24,835 
Finance Leases8,034 972 10,173 8,319 338 10,567 
Total$48,620 $9,534 $48,469 $36,890 $9,569 $35,402 

On September 1, 2020, we closed 2 facilities in connection with our restructuring plan. These facilities occupied leased office space that terminates in 2024. In conjunction with these closings, we recorded impairment charges totaling $1,627 related to our ROU assets and impairment charges totaling $1,953 related to leasehold improvements.

During the 2020 fourth quarter, we recorded ROU assets and liabilities related to lease extensions and renewals that were entered into during the 2019 fourth quarter, 2020 second quarter and 2020 third quarter of approximately $1,469, $2,021, and $3,467, respectively. There was not a material income statement impact from recording these lease extensions and renewals during the 2020 fourth quarter.
F-22



Our future minimum lease payments as of December 31, 2020 under operating lease and finance leases, with initial or remaining lease terms in excess of one year, were as follows:

(in thousands)

2015

Fixed assets

$

1,505 

Other intangible assets, net

57,066 

Goodwill

44,772 

Other assets, net of cash acquired

22,449 

Liabilities

(33,342)

Net assets acquired

$

92,450 
December 31, 2020
(in thousands)Operating LeasesFinance Leases
Years ending December 31:
2021$11,206 $1,624 
20229,046 1,625 
20237,482 1,617 
20246,570 1,544 
20254,982 1,454 
Thereafter19,801 6,845 
Total lease payments59,087 14,709 
Less: imputed interest(12,229)(3,564)
Present value of lease liabilities$46,858 $11,145 

Note 4


Supplemental cash flow information related to our operating leases for the years ending December 31, 2020, and 2019 was as follows:
(in thousands)December 31, 2020December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases$13,151 $15,602 
Operating cash outflow from finance leases$661 $456 
Financing cash outflow from finance leases$496 $725 

Weighted-average remaining lease terms and discount rate for our operating leases for the year ending December 31, 2020, were as follows:
December 31, 2020
OperatingFinancing
Weighted-average remaining lease term7.5 years9.4 years
Weighted-average discount rate6.10 %5.92 %

(6) Inventories


Components of inventories net, at December 31, 20172020 and 20162019 are summarized as follows:

 

 

 

 

 

(in thousands)

2017

 

2016

(in thousands)20202019

Raw materials

$

37,660 

 

$

38,383 Raw materials$23,762 $42,066 

Work in process

 

3,906 

 

 

3,109 Work in process5,912 5,496 

Finished goods and parts

 

62,337 

 

 

61,839 Finished goods and parts86,993 63,544 

Inventories, net

$

103,903 

 

$

103,331 
InventoriesInventories$116,667 $111,106 

During 2017,


We record a reserve to the Company recordedcarrying value of our inventory adjustments totaling $12.9 million resulting from its lowerto reflect the rapid technological change in our industry that impacts the market for our products. The inventory reserve was $20,125 and $12,812 as of cost or net realizable value analysis.December 31, 2020 and 2019, respectively.

In June 2020, as part of our assessment of prospective sales and evaluation of inventory, we determined the end-of-life for certain product lines. The charge was effected because of ongoing effortsend-of-life determination for these products reflects management's plans to focus and prioritize the Company’s portfolio based on year-to-date demand, market trends and aour resources that are better understanding of where the Company’s offerings meet and will continue to meet customers’ needs and demand. The inventory adjustments related primarily to legacy plastics printers, refurbished and used metals printers and parts which have shown little to no use over extended periods.

During 2016, the Company recorded inventory adjustments totaling $10.7 millionaligned with our new strategic focus, as further discussed in connection with the discontinuation of certain products asNote 24. As a result, for year ended December 31, 2020, we recorded a charge of the Company’s updated strategy.

Note 5$10,894 to products costs of sales, primarily attributable to inventory, accessories and inventory commitments for these products. We have ceased production for these items.


F-23


(7) Property and Equipment


Property and equipment at December 31, 20172020 and 20162019 are summarized as follows:



 

 

 

 

 

 

 

(in thousands)

2017

 

2016

 

Useful Life (in years)

Land

$

903 

 

$

903 

 

N/A

Building

 

11,276 

 

 

11,122 

 

25-30

Machinery and equipment

 

134,666 

 

 

108,826 

 

2-7

Capitalized software

 

8,834 

 

 

8,651 

 

3-5

Office furniture and equipment

 

4,677 

 

 

3,130 

 

1-5

Leasehold improvements

 

29,503 

 

 

24,423 

 

Life of lease (a)

Construction in progress

 

13,527 

 

 

7,760 

 

N/A

Total property and equipment

 

203,386 

 

 

164,815 

 

 

Less: Accumulated depreciation and amortization

 

(105,865)

 

 

(84,837)

 

 

Total property and equipment, net

$

97,521 

 

$

79,978 

 

 

(a)

Leasehold improvements are amortized on a straight-line basis over the shorter of (i) their estimated useful lives and (ii) the estimated or contractual life of the related lease.

(in thousands)20202019Useful Life (in years)
Land$541 $541 N/A
Building5,422 5,093 25-30
Machinery and equipment163,688 158,753 2-7
Capitalized software24,814 22,928 3-5
Office furniture and equipment5,106 4,618 1-5
Leasehold improvements32,349 33,444 
Life of lease a
Construction in progress4,910 9,944 N/A
Total property and equipment236,830 235,321 
Less: Accumulated depreciation and amortization(161,474)(142,381)
Total property and equipment, net$75,356 $92,940 

F-17



a.Leasehold improvements are amortized on a straight-line basis over the shorter of (i) their estimated useful life, or (ii) the estimated or contractual life of the related lease.

The Company includes


We include all depreciation from assets attributable to the generation of revenue in the Costcost of Salessales line item in the statementStatement of operations.Operations. Depreciation related to assets that are not attributable to the generation of revenue are included in the Researchresearch and Developmentdevelopment and Sellingselling and General Administrativegeneral administrative line items in the statementStatement of operations.Operations. Depreciation expense on property and equipment for the years ended 2017,  2016December 31, 2020, 2019 and 20152018 was $25,561,  $24,331$28,397, $29,982 and $20,979,$29,302, respectively.


For the years ended December 31, 2017, 20162020, 2019 and 2015, the Company2018, we recognized impairment charges of $636,  $7,408,$3,406, $181 and $614,$625, respectively, on property and equipment, net. The charges takennet included in 2016 were the selling and general administrative line item in connection with our updated strategy and project reprioritization.

Note 6the Statement of Operations.


(8) Intangible Assets


Intangible assets, net, other than goodwill, at December 31, 20172020 and December 31, 20162019 are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

 

 

20202019

(in thousands)

Gross

 

Accumulated Amortization

 

Net

 

Gross

 

Accumulated Amortization

 

Net

 

Useful Life (in years)

 

Weighted Average Useful Life Remaining (in years)

(in thousands)
Gross a
Accumulated AmortizationNet
Gross a
Accumulated AmortizationNetWeighted Average Useful Life Remaining (in years)

Intangible assets with finite lives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets with finite lives:

Customer relationships

$

105,505 

 

$

(57,796)

 

$

47,709 

 

$

99,067 

 

$

(46,252)

 

$

52,815 

 

1-14

 

6

Customer relationships$71,123 $(56,682)$14,441 $103,661 $(77,021)$26,640 2.4

Acquired technology

 

54,716 

 

 

(39,644)

 

 

15,072 

 

 

52,881 

 

 

(27,543)

 

 

25,338 

 

1-16

 

2

Acquired technology42,472 (41,201)1,271 54,378 (51,875)2,503 5.6

Trade names

 

25,813 

 

 

(15,552)

 

 

10,261 

 

 

28,110 

 

 

(16,015)

 

 

12,095 

 

1-8

 

6

Trade names17,477 (16,506)971 23,907 (19,133)4,774 1.1

Patent costs

 

17,909 

 

 

(7,338)

 

 

10,571 

 

 

16,263 

 

 

(5,873)

 

 

10,390 

 

1-20

 

15

Patent costs19,828 (10,999)8,829 11,760 (9,535)2,225 4.0

Trade secrets

 

19,431 

 

 

(11,530)

 

 

7,901 

 

 

19,134 

 

 

(9,383)

 

 

9,751 

 

7

 

4

Trade secrets20,188 (18,216)1,972 19,494 (15,714)3,780 1.5

Acquired patents

 

16,661 

 

 

(11,969)

 

 

4,692 

 

 

16,965 

 

 

(10,674)

 

 

6,291 

 

1-6

 

8

Acquired patents16,317 (15,723)594 16,215 (14,706)1,509 2.6

Other

 

20,012 

 

 

(17,435)

 

 

2,577 

 

 

23,431 

 

 

(18,610)

 

 

4,821 

 

2-4

 

2

Other19,793 (19,788)26,256 (19,349)6,907 0.0

Total intangible assets

$

260,047 

 

$

(161,264)

 

$

98,783 

 

$

255,851 

 

$

(134,350)

 

$

121,501 

 

1-20

 

6

Total intangible assets$207,198 $(179,115)$28,083 $255,671 $(207,333)$48,338 2.8

The Company includes all amortization from assets attributable to the generation

a.Change in gross carrying amounts consists primarily of revenue in the Cost of Sales line item in the statement of operations. Amortization related to assets that are not attributable to the generation of revenue are included in the Researchcharges for license and Developmentpatent costs and Selling and General Administrative line items in the statement of operations. foreign currency translation.

Amortization expense related to intangible assets was $35,559,  $35,124$15,810, $20,312 and $61,066$29,722 for the years ended December 31, 2017,  20162020 2019 and 2015,2018, respectively. Amortization of these intangible assets is calculated on a straight-line basis.


F-24


Annual amortization expense for intangible assets is expected to be $29,448 in 2018, $20,411 in 2019, $17,308 in 2020, $12,859$11,475 in 2021, $7,278 in 2022, $2,143 in 2023, $1,487 in 2024 and $7,493$1,460 in 2022.

For discussion on intangible asset impairment testing, see Note 2.

Note 72025.


(9) Goodwill


The following are the changes in the carrying amount of goodwill by geographic reporting unit:



 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Americas

 

EMEA

 

Asia Pacific

 

Total

Balance at December 31, 2015

 

$

 —

 

$

150,521 

 

$

37,354 

 

$

187,875 

Acquisitions and adjustments

 

 

 —

 

 

(137)

 

 

189 

 

 

52 

Effect of foreign currency exchange rates

 

 

 —

 

 

(5,413)

 

 

(1,284)

 

 

(6,697)

Balance at December 31, 2016

 

 

 —

 

 

144,971 

 

 

36,259 

 

 

181,230 

Acquisitions and adjustments

 

 

 —

 

 

31,438 

 

 

41 

 

 

31,479 

Effect of foreign currency exchange rates

 

 

 —

 

 

15,539 

 

 

2,634 

 

 

18,173 

Balance at December 31, 2017

 

$

 —

 

$

191,948 

 

$

38,934 

 

$

230,882 
(in thousands)AmericasEMEAAPACTotal
Balance at December 31, 2018$$184,020 $37,314 $221,334 
Effect of foreign currency exchange rates2,675 (833)1,842 
Balance at December 31, 2019186,695 36,481 223,176 
Dispositions and impairments a
(69,685)(4,699)(74,384)
Effect of foreign currency exchange rates10,582 2,391 12,973 
Balance at December 31, 2020$$127,592 $34,173 $161,765 

F-18

a.Includes $21,385 of goodwill held for sale related to Cimatron in EMEA and $4,699 of goodwill related to the sale of our Australia ODM and Wuxi Easyway businesses in APAC. See Note 3.


The effect of foreign currency exchange in this table reflects the impact on goodwill of amounts recorded in currencies other than the U.S. dollar on the financial statements of subsidiaries in these geographic areas resulting from the yearly effect of foreign currency translation between the applicable functional currency and the U.S. dollar.

For discussion


As of September 30, 2020, we experienced a triggering event due to a drop in our stock price, which ultimately had been negatively impacted by the business environment as a result of the COVID-19 pandemic, and performed a quantitative analysis for potential impairment of our goodwill and long-lived asset balances. Based on acquisitions, see Note 3. For discussion onavailable information and analysis as of September 30, 2020, we determined the carrying value of the EMEA reporting unit exceeded its fair value and recorded a non-cash goodwill impairment testing, see Note 2.

Note 8charge of $48,300. We determined the fair value of the Americas and APAC reporting units exceeded their carrying values and the carrying value of our long-lived assets is recoverable for all reporting units.


Goodwill was recorded at fair value on a non-recurring basis using level 3 inputs and was determined using a combination of an income approach, which estimates fair value based upon projections of future revenues, expenses, and cash flows discounted to its present value, and a market approach. The valuation methodology and underlying financial information included in the Company's determination of fair value required significant judgments by management. The principal assumptions used in the Company's discounted cash flow analysis consisted of (a) the long-term projections of future financial performance and (b) the weighted-average cost of capital of market participants, adjusted for the risk attributable to the Company and the industry in which it operates. Under the market approach, the principal assumption included an estimate for a control premium.

We completed our annual test of goodwill as of November 30, 2020 and determined the fair value exceeded the carrying value for all reporting units.

(10) Employee Benefits

The Company sponsors


We sponsor a Section 401(k) plan (the “Plan”) covering substantially all itsour eligible U.S. employees. The Plan entitles eligible employees to make contributions to the Plan after meeting certain eligibility requirements. Contributions are limited to the maximum contribution allowances permitted under the Internal Revenue Code. The Company matchesWe match 50.0% of contributions on the first 6.0% of the participant’s eligible compensation. The Company will give a minimum match of $1,500 to participants who average a minimum 6.0% deferral contribution rate per plan year. In addition, the Company has several other U.S. and non-U.S. defined contribution plans covering eligible U.S. and non-U.S. employees, respectively.


For the years ended December 31, 2017,  20162020, 2019 and 2015, the Company2018, we expensed $2,360,  $1,175$2,456, $2,688 and $956,$2,606, respectively, for matching contributions to the defined contribution plans.

Note 9plan.


F-25


(11) Accrued and Other Liabilities


Accrued liabilities at December 31, 20172020 and 20162019 are summarized below:  

as follows:

 

 

 

 

 

(in thousands)

2017

 

2016

(in thousands)20202019

Compensation and benefits

$

20,432 

 

$

22,771 Compensation and benefits$24,629 $21,139 

Accrued taxes

 

13,861 

 

 

9,831 Accrued taxes14,952 9,840 
Vendor accrualsVendor accruals18,762 9,734 
Payable to owners of redeemable noncontrolling interestsPayable to owners of redeemable noncontrolling interests10,000 

Arbitration awards

 

11,282 

 

 

 —

Arbitration awards2,256 

Vendor accruals

 

7,044 

 

 

8,231 

Product warranty liability

 

5,564 

 

 

5,219 Product warranty liability2,348 2,908 

Accrued earnouts related to acquisitions

 

2,772 

 

 

3,238 

Accrued other

 

2,485 

 

 

2,956 Accrued other6,138 4,223 
Accrued professional feesAccrued professional fees1,773 1,545 

Royalties payable

 

1,679 

 

 

2,092 Royalties payable1,210 1,450 

Accrued professional fees

 

742 

 

 

810 

Accrued interest

 

38 

 

 

39 

Total

$

65,899 

 

$

55,187 Total$69,812 $63,095 


Other liabilities at December 31, 20172020 and 20162019 are summarized below:

as follows:

 

 

 

 

 

(in thousands)

2017

 

2016

(in thousands)20202019

Long term employee indemnity

$

13,887 

 

$

11,152 Long term employee indemnity$12,228 $14,408 
Long term tax liabilityLong term tax liability15,532 5,011 

Defined benefit pension obligation

 

8,290 

 

 

7,613 Defined benefit pension obligation10,228 10,357 
Long term deferred revenueLong term deferred revenue6,163 7,370 

Other long term liabilities

 

7,596 

 

 

7,183 Other long term liabilities7,096 8,662 

Long term deferred revenue

 

7,298 

 

 

7,464 

Long term tax liability

 

9,340 

 

 

5,726 

Long term earnouts related to acquisitions

 

2,343 

 

 

7,568 

Arbitration award

 

 —

 

 

11,282 

Total

$

48,754 

 

$

57,988 Total$51,247 $45,808 

F-19



Changes in product warranty obligations, including deferred revenue on extended warranty contracts, for the years ended December 31, 2017, 20162020, 2019 and 20152018, are summarized below:



 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Beginning Balance

 

Additional Accrual/ Revenue Deferred

 

Costs Incurred/ Deferred Revenue Amortization

 

Ending Balance

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

$

9,051 

 

$

13,623 

 

$

(12,472)

 

$

10,202 

2016

 

 

10,663 

 

 

12,859 

 

 

(14,471)

 

 

9,051 

2015

 

 

11,914 

 

 

15,349 

 

 

(16,600)

 

 

10,663 
(in thousands)Beginning BalanceAdditional Accrual/ Revenue DeferredCosts Incurred/ Deferred Revenue AmortizationEnding Balance
Year Ended December 31,    
2020$6,192 $6,454 $(6,266)$6,380 
20197,660 8,124 (9,592)6,192 
201810,202 9,347 (11,889)7,660 


(12) Borrowings

Credit Facility

We hold a 5-year $100,000 senior secured term loan facility (the “Term Facility”) and a 5-year $100,000 senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit Facility”) to support working capital and general corporate purposes. The Senior Credit Facility is guaranteed by certain of our subsidiaries. The guarantors guarantee, among other things, all our obligations and each other guarantor's obligations under the Senior Credit Facility. From time to time, we may be required to cause additional domestic subsidiaries to become guarantors under the Senior Credit Facility. The Senior Credit Facility is scheduled to mature on February 26, 2024, at which time all amounts outstanding thereunder will be due and payable. However, the maturity date of the Revolving Facility may be extended at our election with the consent of the lenders subject to the terms set forth in the Senior Credit Facility. The Senior Credit Facility contains customary covenants, some of which require us to maintain certain financial ratios that determine the amounts available and terms of borrowings and events of default. We were in compliance with all covenants at December 31, 2020 and 2019.

F-26


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

Borrowings under the Senior Credit Facility are subject to interest at varying spreads above quoted market rates and a commitment fee is paid on the total unused commitment. At December 31, 2020, our floating interest rate was 1.90% and commitment fees for the years ended December 31, 2020 and 2019 were $325 and $374, respectively. Subject to certain terms and conditions contained in the Revolving Facility, we have the right to request up to 4 increases to the amount of the Revolving Facility in an aggregate amount not to exceed $100,000. As of December 31, 2020, there was $10,000 of outstanding letters of credit and $62,000 of available borrowings under the Revolving Facility.

At December 31, 2020, we had a balance of $21,392 outstanding on the Term Facility, whereby future payments under the Term Facility are expected to be $2,051 in 2021, $3,223 in 2022, $3,517 in 2023 and $12,601 in 2024. Unamortized deferred financing costs were $123. In January 2021, the Company paid off the remaining outstanding balances under the Term Facility with proceeds from the sale of Cimatron Ltd. See Note 1026.

As a result of the Term Facility, we have exposure to floating interest rates. To manage interest expense, we entered into a floating to fixed interest rate swap to reduce exposure to changes in floating interest rates on the Term Facility. The interest rate swap has a notional value of $15.0 million and will expire on February 26, 2024, concurrent with the Term Facility. The notional value will decline over the term of the interest rate swap as amortization payments reduce the principal amount of the Term Facility. As a result of the interest rate swap, the percentage of total principal debt (excluding capital leases) that is subject to floating interest rates is approximately 30%. Due to an amendment to the swap on June 30, 2020, the swap is no longer designated as a cash flow hedge for accounting treatment purposes. See Note 13 for additional information. In January 2021, the Company terminated this agreement in connection with repayment of the Term Facility. See Note 26.

InterestIncome andExpense

Interest income totaled $400, $1,209 and $789 for the years ended December 31, 2020, 2019 and 2018, respectively.

Interest expense totaled $4,391, $4,442 and $1,188 for the years ended December 31, 2020, 2019 and 2018, respectively. 

(13) Hedging Activities and Financial Instruments


Derivatives Designated as Hedging Instruments

On July 8, 2019, we entered into a $50,000 interest rate swap contract, designated as a cash flow hedge, to minimize the risk associated with the variability of cash flows in interest payments from variable-rate debt due to fluctuations in the one-month USD-LIBOR, subject to a 0% floor, through February 26, 2024. Changes in the interest rate swap are expected to offset the changes in cash flows attributable to fluctuations of the one-month USD-LIBOR for the interest payments associated with our variable-rate debt.

On June 30, 2020, we executed an amendment to the swap which reduced the notional amount to $15,000 and resulted in the de-designation as a cash flow hedge. The reduction required a mark-to-market settlement of $1,253 paid in July 2020. Amounts previously recognized in Accumulated Other Comprehensive Loss ("AOCL") of $1,235 were released and reclassified into Interest and other expense, net on the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. Subsequent to June 2020, changes in the swap’s fair value are recognized currently in earnings and included in the line item Interest and other expense, net and the remaining $721 in AOCL as of December 31, 2020 will be amortized to Interest and other expense, net when those future cash flows are expected to occur.

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

(in thousands)Balance Sheet locationNotional amountFair value
December 31, 2020
Interest rate swap contractOther liabilities$15,000 $(700)
December 31, 2019
Interest rate swap contractOther liabilities$40,000 $(318)

F-27


Amounts released from AOCL and reclassified into Interest and other expense, net did not have a material impact on our consolidated statements of operations and comprehensive loss for the years ended December 31, 2020 and 2019. The net amount of AOCL expected to be reclassified to earnings in the next 12 months is $721, as January 2021, the Company conductsterminated this agreement in connection with repayment of the Term Facility. See Note 26.

Derivatives Not Designated as Hedging 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, the Company iswe are subject to the risk that fluctuations in foreign exchange rates between the dates that those transactions are entered into and their respective settlement dates will result in a foreign exchange gain or loss. When practicable, the Company endeavorswe endeavor to match assets and liabilities in the same currency on itsour balance sheet and those of itsour subsidiaries in order to reduce these risks. When appropriate, the Company enterswe enter into foreign currency contracts to hedge exposures arising from those transactions. The Company hasWe have elected not to prepare and maintain the documentation to qualify for hedge accounting treatment under ASC 815, “Derivatives and Hedging,” and therefore, all gains and losses (realized or unrealized) are recognized in “InterestInterest and other expense, net”net in the condensed consolidated statements of operations and comprehensive loss. Depending on their fair value at the end of the reporting period, derivatives are recorded either in prepaid expenses and other current assets or in accrued liabilities on the condensed consolidated balance sheet.

The Company


We had $39,600$101,781 and $102,407 in notional foreign exchange contracts outstanding as of December 31, 2017, for which the2020 and 2019, respectively. The fair value was not material. No foreign exchangevalues of these contracts were outstanding as of December 31, 2016 and 2015.

The Company translatesnot material.


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

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


(14) Inventory Financing Agreements

On December 1, 2018 and earnings into U.S. dollars was not material to the Company’s results of operations for the years ended December 31, 2017, 2016 and 2015.

Note 11 Borrowings

Credit Facility

On October 10, 2014, the Company and certain of its subsidiariesJanuary 17, 2020, we entered into a $150,000 five-year revolving, unsecured credit facility (the “Credit Agreement”Manufacturing Services Agreement and Amendment One to Manufacturing Services Agreement (together, the "Agreement"), with PNC Bank, National Association,an assembling manufacturer to produce products on behalf of 3D Systems Corporation. During the quarter ended March 31, 2020, as Administrative Agent, PNC Capital Markets LLC, as Sole Lead Arrangerpart of the Agreement, we sold $12,100 of inventory to the assembling manufacturer that we have an obligation to repurchase. At December 31, 2020, our obligation to repurchase inventory, included in Accrued and Sole Bookrunner, HSBC Bank USA, N.A., as Syndication Agent, and the other lenders party thereto (collectively, the “Lenders”). The Credit Agreement comprises a revolving loan facility that provides for advances inliabilities on our consolidated balance sheets, was $287, relating to the initial aggregate principal amountsale of upinventory to $150,000 (the “Credit Facility”). Subjectthe assembly manufacturer and adjusted for transactions. The inventory sold consisted of raw materials, packaging materials and consumables representing stock on hand related to certain terms and conditions contained inproduct families for which the Credit Agreement,manufacturing has been outsourced to the Company may, at its option, request an increase inassembling manufacturer. Although the aggregate principal amount available under the Credit Facility by an additional $75,000. The Credit Agreement includes provisionsassembling manufacturer holds legal title, we account for the issuance of letters of creditinventory similar to a product financing arrangement; therefore, the inventories sold to the assembling manufacturer will continue to be included in Inventories on our consolidated balance sheets until processed into finished goods and swingline loans.

The Credit Agreement is guaranteed by certainsold back to us. At December 31, 2020, inventory held at assemblers was $3,889.


Additionally, as part of the Company’s material domestic subsidiaries (the “Guarantors”). From timeAgreement, we have a commitment to time,purchase certain materials and supplies that the Company may be required to cause additional material domestic subsidiaries to become Guarantors under the Credit Agreement. 

The Credit Facility contains customary covenants, some of which require the Company to maintain certain financial ratios that determine the amounts available and terms of borrowings and events of default. The Company was in compliance with all covenants at bothassembling manufacturer purchased from third parties. At December 31, 2017 and December 31, 2016.

F-20


The payment2020, we had a commitment of dividends on the Company’s common stock is restricted under provisions of the Credit Facility, which limits the amount of cash dividends that the Company may pay in any one fiscal year to $30,000. The Company currently does not pay, and has not paid, any dividends on its common stock, and currently intends to retain any future earnings for use in its business.

There was no outstanding balance on the Credit Facility as of December 31, 2017 or 2016.

Interest Income and Expense

Interest income totaled $784,  $807 and $521 for the years ended December 31, 2017,  2016 and 2015, respectively.

Interest expense totaled $919,  $1,282 and $2,011 for the years ended December 31, 2017,  2016 and 2015, respectively. 

Note 12 Lease Obligations

The Company leases certain of its facilities and equipment under capitalized leases and other facilities and equipment under non-cancelable operating leases. The leases are generally on a net-rent basis, under which the Company pays taxes, maintenance and insurance. Leases that expire at various dates through 2027 are expected to be renewed or replaced by leases on other properties.

Rent expense for the years ended December 31, 2017,  2016 and 2015 was $14,899,  $13,232 and $13,960, respectively.

The Company’s future minimum lease payments as of December 31, 2017 under capitalized leases and non-cancelable operating leases, with initial or remaining lease terms in excess of one year, were as follows:



 

 

 

 

 

 

(in thousands)

 

Capitalized Leases

 

Operating Leases

Years ending December 31:

 

 

 

 

 

 

2018

 

$

1,373 

 

$

15,930 

2019

 

 

1,143 

 

 

12,273 

2020

 

 

1,050 

 

 

7,495 

2021

 

 

738 

 

 

5,875 

2022

 

 

752 

 

 

5,097 

Later years

 

 

6,739 

 

 

9,738 

Total minimum lease payments

 

 

11,795 

 

$

56,408 

Less: amounts representing imputed interest

 

 

(4,073)

 

 

 

Present value of minimum lease payments

 

 

7,722 

 

 

 

Less: current portion of capitalized lease obligations

 

 

(644)

 

 

 

Capitalized lease obligations, excluding current portion

 

$

7,078 

 

 

 

Rock Hill Facility

The Company leases its headquarters and research and development facility pursuant to a lease agreement with 3D Fields, LLC.  After its initial term ending August 31, 2021, the lease provides the Company$4,199 with the option to renew the lease for two additional five-year terms. The lease also grants the Company the right to cause 3D Fields, LLC, subject to certain terms and conditions, to expand the leased premises during the term of the lease, in which case the term of the lease would be extended. The lease is a triple net lease and provides for the payment of base rent of $709 in 2018 through 2020 and $723 in 2021. Under the terms of the lease, the Company is obligated to pay all taxes, insurance, utilities and other operating costs with respect to the leased premises.  This lease is recorded as a capitalized lease obligation under ASC 840, “Leases.” The implicit interest rate was 6.93% as of December 31, 2017 and 2016.

Other Capital Lease Obligations

The Company leases other equipment with lease terms through August 2018.  In accordance with ASC 840, the Company has recorded these leases as capitalized leases. The implicit interest rate ranged from 1.75% to 8.06% at December 31, 2017 and 2016.

Note 13assembling manufacturer.


(15) Preferred Stock

The Company


We had 5,000 shares of preferred stock that were authorized but unissued at December 31, 20172020 and 2016.  

2019.

F-21



Note 14

(16) Stock-Based Compensation


Effective May 19, 2004, the Companywe adopted its 2004 Incentive Stock Plan, as further amended and restated on February 3, 2015 (the “2004 Stock Plan”), and itsour approved 2004 Restricted Stock Plan for Non-Employee Directors, as further amended and restated on April 1, 2013 (the “Director Plan”). On May 19, 2015, the Company’sour stockholders approved the 2015 Incentive Plan of 3D Systems Corporation asand further amended and restated it on May 16, 2017 (the19, 2020 to, among other things, increase the number of shares reserved for issuance by 4,860 shares (as amended and restated, the “2015 Plan” and, together with the 2004 Stock Plan, the “Incentive Plans”).

The 2004 Stock Plan authorizes shares of restricted stock, restricted stock units (“RSU”), stock appreciation rights and the grant of options to purchase shares of the Company’s common stock. The 2004 Stock Plan also designates measures that may be used for performance awards. The Director Plan authorizes shares of restricted stock for non-employee directors of the Company.


The 2015 Plan authorizes shares of restricted stock, RSUs, stock appreciation rights, cash incentive awards and the grant of options to purchase shares of the Company’sour common stock. The 2015 Plan also designates measures that may be used for performance awards.

The Director Plan authorizes shares of restricted stock for our non-employee directors.

F-28



Generally, awards granted prior to November 13, 2015 become fully-vested on the three-year anniversary of the grant date and awards granted on or after November 13, 2015 vest one third each year over three3 years.


Stock-based compensation expense (income) is included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The following table details the components of stock-based compensation expense (income) recognized in net earnings in each of the past three years:



 

 

 

 

 

 

 

 



Year Ended December 31,

(in thousands)

2017

 

2016

 

2015

Restricted Stock

$

22,920 

 

$

28,612 

 

$

34,733 

Stock Options

 

4,340 

 

 

2,683 

 

 

 —

Total stock-based compensation expense

$

27,260 

 

$

31,295 

 

$

34,733 

Year Ended December 31,
(in thousands)202020192018
Restricted Stock$24,088 $25,154 $24,933 
Stock Options(6,363)(1,567)4,320 
Total stock-based compensation expense$17,725 $23,587 $29,253 

Restricted Stock

The Company determines


We determine the fair value of restricted stock and RSUs based on the closing price of itsour stock on the date of grant. The CompanyWe generally recognizesrecognize compensation expense related to restricted stock and RSUs on a straight-line basis over the period during which the restriction lapses. Forfeitures are recognized in the period in which they occur. A summary of restricted stock and RSU activity during 2017December 31, 2020 follows:



 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share amounts)

 

 

 

 

 

 

 

Number of Shares/Units

 

Weighted Average Grant Date Fair Value

Outstanding at beginning of period — unvested

 

 

 

 

 

 

 

3,904 

 

$

20.54 

Granted

 

 

 

 

 

 

 

2,156 

 

 

10.62 

Cancelled

 

 

 

 

 

 

 

(420)

 

 

15.90 

Vested

 

 

 

 

 

 

 

(1,379)

 

 

29.36 

Outstanding at end of period — unvested

 

 

 

 

 

 

 

4,261 

 

$

13.12 

(in thousands, except per share amounts)Number of Shares/UnitsWeighted Average Grant Date Fair Value
Outstanding at beginning of period — unvested4,582 $11.42 
Granted4,228 7.57 
Canceled(1,859)10.30 
Vested(3,411)9.56 
Outstanding at end of period — unvested3,540 $8.81 

Included in the activityoutstanding balance above are 393100 shares of restricted stock that vest under specified market conditions whichand 374 shares of restricted stock that vest under specified Company performance measures. The specified market condition shares were awarded to certain employees in 20172016 and 2016. Each of these employees waswere generally awarded twoin 2 equal tranches of market condition restricted stock that immediately vests when the Company’sour common stock trades at either $30 or $40 per share for ninety consecutive calendar days.


Some RSUs are granted with a performance measure derived from non-GAAP-based management targets. Depending on our performance with respect to this metric, the number of RSUs earned may be less than, equal to or greater than the original number of RSUs awarded, subject to a payout range.

At December 31, 2017,2020, there was $2,931 of0 unrecognized pre-tax stock-based compensation expense related to non-vested restricted stock awards with market conditions, which the Company expects to recognize over a weighted-average period of 1.8 years.

conditions.

At December 31, 2017,2020, there was $33,202$21,020 of unrecognized pre-tax stock-based compensation expense related to all other non-vested restricted stock award shares and units, which the Company expectswe expect to recognize over a weighted-average period of 1.8 years.

F-22



Stock Options


During the year ended December 31, 2016, the Companywe awarded certain employees market condition stock options under the 2015 Plan, included in the activity above, that vest under specified market conditions. Each employee was generally awarded two2 equal tranches of market condition stock options that immediately vest when the Company’sour common stock trades at either $30 or $40 per share for ninety consecutive calendar days.

The Company recognizes


We recognize compensation expense related to stock options on a straight-line basis over the derived term of the awards. Forfeitures are recognized in the period in which they occur. The fair value of stock options with market conditions is estimated using a binomial lattice Monte Carlo simulation model. The weighted-average fair value and the assumptions used to measure fair value were as follows:



 

 

 

 

 

 

 

 



Year Ended December 31,



2017

 

2016

 

2015

Stock option assumptions:

 

 

 

 

 

 

 

 

Weighted-average fair value

$

 —

 

$

7.80 

 

$

 —

Expected volatility

 

 —

 

 

60.0% 

 

 

Risk-free interest rate

 

 —

 

 

0.76%-1.46

 

 

Expected dividend yield

 

 —

 

 

0% 

 

 

Derived term in years

 

 —

 

 

3-4 

 

 


F-29


Stock option activity for the year ended December 31, 20172020 was as follows:



 

 

 

 

 

 

 

 

 

 

 



 

Year Ended December 31, 2017

(in thousands, except per share amounts)

 

Number of Shares

 

Weighted Average Exercise

 

 

Weighted Average Remaining Contractual Term (in years)

 

 

Aggregate Intrinsic Value (in thousands)

Stock option activity:

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of period

 

2,260 

 

$

13.92 

 

 

 —

 

 

 —

Granted

 

 —

 

 

 —

 

 

 —

 

 

 —

Exercised

 

 —

 

 

 —

 

 

 —

 

 

 —

Forfeited and expired

 

(440)

 

 

13.26 

 

 

 —

 

 

 —

Outstanding at end of period

 

1,820 

 

$

14.08 

 

 

8.50 

 

 

 —


Year Ended December 31, 2020
(in thousands, except per share amounts)Number of SharesWeighted Average ExerciseWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Stock option activity:
Outstanding at beginning of period1,240 $14.43 6.5— 
Granted— — 
Exercised— — 
Forfeited and expired(820)15.03 — — 
Outstanding at end of period420 $13.26 5.7

In the table above, intrinsic value is calculated as the excess, if any, between the market price of the Company’sour stock on the last trading day of the year and the exercise price of the options. Because the market price was lower than the exercise price, the intrinsic value is zero.

0.


At December 31, 2017,2020, there was $7,4240 of unrecognized pre-tax stock-based compensation expense related to stock options, which the Company expects to recognize over a weighted-average period of 1.7 years.

Note 15options.


(17) International Retirement Plan

The Company sponsors


We sponsor a non-contributory defined benefit pension plan for certain employees of a non-U.S. subsidiary initiated by a predecessor of the subsidiary. The Company maintainsWe maintain insurance contracts that provide an annuity that is used to fund the current obligations under this plan. The net present value of the annuity was $3,207 and $2,760 as of December 31, 2017 and 2016, respectively. The net present value of that annuity is included in “Other assets, net” on the Company’s consolidated balance sheets at December 31, 2017 and 2016. The following table provides a reconciliation of the changes in the projected benefit obligation for the years ended December 31, 20172020 and 2016:

2019:


F-23

(in thousands)20202019
Reconciliation of benefit obligations:
Obligations as of January 1$10,497 $8,658 
Service cost204 166 
Interest cost84 151 
Actuarial loss (gain)(1,222)1,815 
Benefit payments(151)(139)
Effect of foreign currency exchange rate changes979 (154)
Benefit obligations as of December 3110,391 10,497 
Fair value of assets as of December 31 a
3,844 3,343 
Funded status as of December 31, net of tax benefit$(6,547)$(7,154)

(in thousands)

 

2017

 

2016

Reconciliation of benefit obligations:

 

 

 

 

 

 

Obligations as of January 1

 

$

7,727 

 

$

6,328 

Service cost

 

 

184 

 

 

154 

Interest cost

 

 

131 

 

 

159 

Actuarial (gain) loss

 

 

(555)

 

 

1,437 

Benefit payments

 

 

(136)

 

 

(120)

Effect of foreign currency exchange rate changes

 

 

1,083 

 

 

(231)

Obligations as of December 31

 

 

8,434 

 

 

7,727 

Funded status as of December 31 (net of tax benefit)

 

$

(8,434)

 

$

(7,727)

Fora.No change in underlying asset value for the year ended December 31, 2017, the Company recorded a $555 gain, net of $244 of actuarial amortization and a $247 tax provision, as a $552 adjustment to “Accumulated other comprehensive income (loss)” in accordance with ASC 715, “Compensation – Retirement Benefits.” For the year ended December 31, 2016,  the Company recorded a $1,437 loss, net of $128 of actuarial amortization and a $407 tax benefit, as a $902 adjustment to “Accumulated other comprehensive income (loss)”.

The Company hasperiods.


We recognized the following amounts in the consolidated balance sheets at December 31, 20172020 and 2016:

2019:

 

 

 

 

 

 

(in thousands)

 

2017

 

2016

(in thousands)20202019
Other assetsOther assets$3,844 $3,343 

Accrued liabilities

 

$

144 

 

$

114 Accrued liabilities(163)(140)

Other liabilities

 

 

8,290 

 

 

7,613 Other liabilities(10,228)(10,357)

Projected benefit obligation

 

 

8,434 

 

 

7,727 

Accumulated other comprehensive income

 

 

(2,555)

 

 

(2,775)

Total

 

$

5,879 

 

$

4,952 
Net liabilityNet liability$(6,547)$(7,154)


F-30


The following projected benefit obligation and accumulated benefit obligation were estimated as of December 31, 20172020 and 2016:

2019:

 

 

 

 

 

 

(in thousands)

 

2017

 

2016

(in thousands)20202019

Projected benefit obligation

 

$

8,434 

 

$

7,727 Projected benefit obligation$10,391 $10,497 

Accumulated benefit obligation

 

$

7,570 

 

$

6,905 Accumulated benefit obligation$9,343 $9,351 


The following table shows the components of net periodic benefit costs and otherthe amounts recognized in “Accumulated other comprehensive income (loss):

” as of December 31, 2020, 2019 and 2018:



 

 

 

 

 

 

(in thousands)

 

2017

 

2016

Net periodic benefit cost:

 

 

 

 

 

 

Service cost

 

$

184 

 

$

154 

Interest cost

 

 

131 

 

 

159 

Amortization of actuarial loss

 

 

244 

 

 

128 

Total

 

$

559 

 

$

441 

Other changes in plan assets and benefit obligations recognized in other comprehensive income:

 

 

 

 

 

 

Net (gain) loss

 

 

(555)

 

 

1,437 

Total expense recognized in net periodic benefit cost and other comprehensive income

 

$

 

$

1,878 

(in thousands)202020192018
Net periodic benefit cost:
Service cost$204 $166 $155 
Interest cost84 151 148 
Amortization of actuarial loss351 200 177 
Total net periodic pension cost639 517 480 
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Net loss (gain)(1,223)1,815 453 
Amortization of prior years' unrecognized loss(351)(200)(177)
Tax (benefit) provision791 (555)(88)
Total recognized as accumulated other comprehensive income (loss)(783)1,060 188 
Total expense recognized in net periodic benefit cost and other comprehensive income$(144)$1,577 $668 

The following assumptions are used to determine benefit obligations as of December 31:

31, 2020 and 2019:

 

 

 

 

 

 

 

 

2017

 

 

2016

20202019

Discount rate

 

 

1.80%

 

 

1.60%

Discount rate1.3%0.8%

Rate of compensation

 

 

3.00%

 

 

3.00%

Rate of compensation3.0%3.0%

F-24



The following benefit payments, including expected future service cost, are expected to be paid:

 

 

 

(in thousands)

 

 

(in thousands) 

Estimated future benefit payments:

 

 

 

Estimated future benefit payments: 

2018

 

$

145 

2019

 

 

147 

2020

 

 

163 

2021

 

 

181 2021$190 

2022

 

 

184 2022196 

2023-2027

 

 

1,020 
20232023200 
20242024202 
20252025204 
2026-20302026-20301,557 

Note 16 Computation of


F-31


(18) Net Loss perPer Share

The Company computes


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

 

 

 

 

 

 

 

 

Year Ended December 31,

(in thousands, except per share amounts)

2017

 

2016

 

2015

(in thousands, except per share amounts)202020192018

Numerator for basic and diluted net loss per share:

 

 

 

 

 

 

 

 

Numerator for basic and diluted net loss per share:

Net loss attributable to 3D Systems Corporation

$

(66,191)

 

$

(38,419)

 

$

(655,492)Net loss attributable to 3D Systems Corporation$(149,594)$(69,880)$(45,505)

 

 

 

 

 

 

 

 

Denominator for basic and diluted net loss per share:

 

 

 

 

 

 

 

 

Denominator for basic and diluted net loss per share:

Weighted average shares

 

111,554 

 

 

111,189 

 

 

111,969 Weighted average shares117,579 113,811 112,327 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

$

(0.59)

 

$

(0.35)

 

$

(5.85)
Net loss per share - basic and dilutedNet loss per share - basic and diluted$(1.27)$(0.61)$(0.41)


For the years ended December 31, 2017, 20162020, 2019 and 2015,2018 the effect of dilutive securities, including non-vested stock options and restricted stock awards and RSUs,awards/units, was excluded from the denominator for the calculation of diluted net loss per share because the Companywe recognized a net loss for the period and their inclusion would be anti-dilutive. Dilutive securities excluded were 5,341,  5,2843,960, 5,822 and 1,1175,015 shares for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively.

Note 17 Noncontrolling Interests


On August 5, 2020, we entered into an Equity Distribution Agreement for an At-The-Market equity offering program (“ATM Program”) where we may issue and sell, from time to time, shares of our common stock. Our ATM Program allowed for an aggregate gross sales price of up to a total of $150,000, depending upon market conditions and our liquidity requirements, through Truist Securities, Inc. and HSBC Securities (USA) Inc. For the year ended December 31, 2020, we sold 4,616 shares of our common stock under our ATM Program for net proceeds of $24,664, net of $849 in fees, commissions and other costs. As of December 31, 2017,2020, we had $124,487 in availability remaining under the CompanyATM Program, however, on January 6, 2021, we terminated the ATM Program. See Note 26.

(19) Noncontrolling Interests

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

As of December 31, 2017, the Company owned approximatelyApproximately 70% of the capital and voting rights of Easyway,Robtec was acquired on November 25, 2014. On January 7, 2020, we made a service bureaupayment equal to the redemption price of $10,000 and distributor of 3D printing and scanning products in China. Approximately 65%acquired the remaining 30% of the capital and voting rights of Easyway were acquired on April 2, 2015, and an additional 5% of the capital and voting rights of Easyway were acquired on July 19, 2017 for $2.3 million.

Note 18rights.


(20) Fair Value Measurements

ASC 820, “


Fair Value Measurements and Disclosures,” defines fair value asis the exchange price that would be received forto sell 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 onat the measurement date. ASC 820 also establishes a fairFair value hierarchy that requires an entitymeasurements use market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. Valuation techniques 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 thatand minimize use of unobservable inputs.


Cash equivalents, Israeli severance funds and derivatives 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.

F-25


For the Company, the above standard applies to cash equivalents and earnout consideration. The Company utilizesvalued utilizing 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.


F-32


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

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of December 31, 2017

Fair Value Measurements as of December 31, 2020

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

(in thousands)Level 1Level 2Level 3Total

Description

 

 

 

 

 

 

 

 

 

 

 

Description

Cash equivalents (a)

$

20,244 

 

$

 —

 

$

 —

 

$

20,244 

Earnout consideration (b)

$

 —

 

$

 —

 

$

5,115 

 

$

5,115 
Cash equivalents a
Cash equivalents a
$199 $$$199 
Israeli severance funds b
Israeli severance funds b
$$6,422 $$6,422 
Derivative financial instruments c
Derivative financial instruments c
$$(700)$$(700)

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of December 31, 2016

Fair Value Measurements as of December 31, 2019

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

(in thousands)Level 1Level 2Level 3Total

Description

 

 

 

 

 

 

 

 

 

 

 

Description

Cash equivalents (a)

$

25,206 

 

$

 —

 

$

 —

 

$

25,206 

Earnout consideration (b)

$

 —

 

$

 —

 

$

10,806 

 

$

10,806 
Cash equivalents a
Cash equivalents a
$20,869 $$$20,869 
Israeli severance funds b
Israeli severance funds b
$$7,449 $$7,449 
Derivative financial instruments c
Derivative financial instruments c
$$(318)$$(318)

(a)

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


(b)

The fair value of the earnout consideration, which is based on the present value of the expected future payments to be made to the sellers of the acquired businesses, was derived by analyzing the future performance of the acquired businesses using the earnout formula and performance targets specified in each purchase agreement and adjusting those amounts to reflect the ability of the acquired entities to achieve the stated targets. Given the significance of the unobservable inputs, the valuations are classified in Level 3 of the fair value hierarchy. The change in earnout consideration from December 31, 2016 to December 31, 2017 reflects a payment of $3,206, accretion of $921 and adjustments of $3,406.

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

The Company

b.We partially fund a liability for our Israeli severance requirement through monthly deposits into fund accounts, the value of these contributions are recorded to non-current assets on the consolidated balance sheet.
c.Derivative instruments are reported based on published market prices for similar assets or are estimated based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices and spot and future exchange rates. See Note 13 for additional information on our derivative financial instruments.

We did not have any transfers of assets and liabilities between levelsLevel 1, Level 2 and Level 3 of the fair value measurement hierarchy during the year ended December 31, 2017.

2020.


In addition to the assets and liabilities included in the above table, certain of our assets and liabilities are to be initially measured at fair value on a non-recurring basis. This includes goodwill and other intangible assets measured at fair value for impairment assessment. For further discussion on the valuation techniques and inputs used in the fair value measurement of goodwill and other intangible assets, see Notes 2, 68 and 7.

9.

F-26



Note 19

(21) Income Taxes

The U.S. Tax Cuts and Jobs Act (“Tax Act”) was enacted in December 2017. The Tax Act significantly changed U.S. tax law by, among other things, lowering the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018, implementing a territorial tax system and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Act, the Company revalued its ending net deferred tax liabilities at December 31, 2017 and recognized a provisional $37,889 tax expense that was offset by an adjustment to the Company’s valuation allowance of a provisional $37,889 tax benefit.

The Tax Act also provided for a one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits (“E&P”). The Company recognized a provisional $9,474 of income tax expense related to the transition tax, which was offset by its current year net operating loss. As such, the Company does not expect any cash tax payment to be made in connection with the transition tax.

While the Tax Act provides for a modified territorial tax system, beginning in 2018, global intangible low-taxed income (“GILTI”) provisions will result in an incremental tax on low taxed foreign income. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Under U.S. GAAP, the Company is required to make an accounting policy election to either (1) treat taxes due related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factor such amounts into the measurement of the Company’s deferred taxes (the “deferred method”). The Company is continuing to evaluate the GILTI tax rules and have not yet adopted a policy to account for the related impacts.

The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company has recognized a net tax expense of $47,362 for the provisional tax impacts related to the one-time transition tax and the revaluation of deferred tax balances which was offset by $47,362 of provisional tax benefit associated to the change in the valuation allowance and included these estimates in the consolidated financial statements for the year ended December 31, 2017. The Company is in the process of analyzing the impact of the various provisions of the Tax Act. The ultimate impact may materially differ from these provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. The Company expects to complete the analysis within the measurement period in accordance with SAB 118.


The components of the Company’sour income before income taxes are as follows:



 

 

 

 

 

 

 

 

 

 



2017

 

 

2016

 

 

2015

Income (loss) before income taxes:

 

 

 

 

 

 

 

 

 

 

Domestic

$

(75,965)

 

 

$

(53,868)

 

 

$

(580,720)

Foreign

 

18,444 

 

 

 

14,056 

 

 

 

(74,233)

Total

$

(57,521)

 

 

$

(39,812)

 

 

$

(654,953)

F-27

202020192018
Income (Loss) before income taxes:
Domestic$(45,973)$(79,821)$(59,233)
Foreign(97,437)14,721 16,005 
Total$(143,410)$(65,100)$(43,228)


The components of income tax provision for the years ended December 31, 2017,  20162020, 2019 and 20152018 are as follows:



 

 

 

 

 

 

 

 

 

 



2017

 

 

2016

 

 

2015

Current:

 

 

 

 

 

 

 

 

 

 

U.S. federal

$

(83)

 

 

$

(2,110)

 

 

$

10,753 

State

 

741 

 

 

 

30 

 

 

 

169 

Foreign

 

12,711 

 

 

 

8,099 

 

 

 

925 

Total

 

13,369 

 

 

 

6,019 

 

 

 

11,847 



 

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

 

 

 

U.S. federal

 

 —

 

 

 

(1,245)

 

 

 

(5,252)

State

 

1,097 

 

 

 

 —

 

 

 

(225)

Foreign

 

(6,664)

 

 

 

(5,321)

 

 

 

2,602 

Total

 

(5,567)

 

 

 

(6,566)

 

 

 

(2,875)

Total income tax (benefit) provision

$

7,802 

 

 

$

(547)

 

 

$

8,972 

F-33


202020192018
Current:
U.S. federal$1,294 $(135)$(5,882)
State451 801 286 
Foreign5,645 7,220 10,621 
Total7,390 7,886 5,025 
Deferred:
U.S. federal67 (1,008)(322)
State
Foreign(1,273)(2,346)(2,671)
Total(1,206)(3,354)(2,990)
Total income tax provision$6,184 $4,532 $2,035 

The overall effective tax rate differs from the statutory federal tax rate for the years ended December 31, 2017,  20162020, 2019 and 20152018 as follows:

 

 

 

 

 

 

 

 

 

 

 

% of Pretax Income

% of Pretax Loss

2017

 

2016

 

2015

202020192018

Tax provision based on the federal statutory rate

 

35.0 

%

 

 

35.0 

%

 

 

35.0 

%

Tax provision based on the federal statutory rate21.0 %21.0 %21.0 %

Increase in valuation allowances

 

48.8 

 

 

 

(58.5)

 

 

 

(16.4)

 

Increase in valuation allowances(8.5)(21.3)(34.8)
Dividends Not TaxableDividends Not Taxable9.5 
Net Operating Loss Carryback ClaimNet Operating Loss Carryback Claim6.2 
Change in Carryforward AttributesChange in Carryforward Attributes(3.2)
Global intangible low-taxed income inclusionGlobal intangible low-taxed income inclusion(0.3)(7.0)(6.6)
One-Time transition taxOne-Time transition tax(2.8)
Nondeductible expensesNondeductible expenses(13.5)(1.8)(2.3)
Taxes related to distributionsTaxes related to distributions(0.8)(2.3)
Foreign income tax rate differentialForeign income tax rate differential(3.3)1.0 (1.5)
Deemed income related to foreign operationsDeemed income related to foreign operations(1.6)(0.5)(1.5)
Tax rate changeTax rate change(0.3)(1.1)(1.4)
Employee share-based paymentsEmployee share-based payments(1.4)0.1 

Other

 

2.9 

 

 

 

1.7 

 

 

 

(0.4)

 

Other(0.4)(0.9)0.6 

Foreign tax rate change

 

2.2 

 

 

 

 

 

 

 

 

 

Deferred and payable adjustmentsDeferred and payable adjustments(2.6)3.3 0.9 
ASU 842 AdoptionASU 842 Adoption(0.1)
State taxes, net of federal benefit, before valuation allowanceState taxes, net of federal benefit, before valuation allowance0.5 2.8 2.4 

Return to provision adjustments

 

2.0 

 

 

 

18.8 

 

 

 

(0.7)

 

Return to provision adjustments0.9 (2.5)2.7 

State taxes, net of federal benefit, before valuation allowance

 

1.0 

 

 

 

3.9 

 

 

 

0.9 

 

Deferred tax adjustments

 

(1.1)

 

 

 

13.0 

 

 

 

 

Uncertain tax positions

 

(1.4)

 

 

 

(25.1)

 

 

 

(0.5)

 

Nondeductible expenses

 

(3.3)

 

 

 

(1.1)

 

 

 

(0.1)

 

Deemed income related to foreign operations

 

(4.1)

 

 

 

(8.4)

 

 

 

(0.6)

 

Employee share-based payments

 

(13.2)

 

 

 

 

 

 

 

One-Time transition tax

 

(16.5)

 

 

 

 

 

 

 

U.S. Tax Cuts and Jobs Act - rate change

 

(65.9)

 

 

 

 

 

 

 

Foreign exchange loss

 

 —

 

 

 

9.4 

 

 

 

 

Impairment of definite lived intangibles

 

 —

 

 

 

3.1 

 

 

 

 

Foreign income tax rate differential

 

 —

 

 

 

3.1 

 

 

 

(2.0)

 

Impairment of goodwill with no tax basis

 

 —

 

 

 

 

 

 

(16.8)

 

Foreign tax credits related to above

 

 —

 

 

 

6.5 

 

 

 

0.2 

 

Other tax creditsOther tax credits0.2 (1.9)5.1 
U.S. Tax Cuts and Jobs Act - rate change adjustmentU.S. Tax Cuts and Jobs Act - rate change adjustment6.4 
Uncertain tax positions and audit settlementsUncertain tax positions and audit settlements(7.5)2.8 9.4 

Effective tax rate

 

(13.6)

%

 

 

1.4 

%

 

 

(1.4)

%

Effective tax rate(4.3)%(7.0)%(4.6)%


The difference between the Company’sour effective tax rate for 20172020 and the federal statutory rate was 48.625.3 percentage points. The difference in the effective rate is primarily due to valuation allowance changes, nondeductible impairment charges, dividends not taxable, net operating loss carryback claim, and adjustments to uncertain tax positions.

The difference between our effective tax rate for 2019 and the federal statutory rate was 28.0 percentage points. The difference in the effective rate is primarily due to valuation allowance changes, provisions for GILTI, prior period adjustments and adjustments to uncertain tax positions.
F-34



The difference between our effective tax rate for 2018 and the federal statutory rate was 25.6 percentage points. The difference in the effective rate is primarily due to the impact of the Tax Act, including adjustments related to the Tax Act, the new provisions for GILTI, tax credits, adjustments to uncertain tax positions related to statute of limitations expiration and change in valuation allowances that wereallowances. For the report year ending December 31, 2018, we had completed our accounting for all of the enactment date income tax effects of the Tax Act, and we recorded during the year, as well as the Company’s foreign income inclusions and employee share-based payments that were previously recognized through other comprehensive income. 

The difference between the Company’s effectivean adjustment of a $1,524 tax rate for 2016 and the federal statutory ratebenefit, which was 33.6 percentage points. The Company recorded nondeductible expenses, including non-deductible goodwill impairment charges and aoffset by an adjustment to our valuation allowance in the U.S.of $1,524 tax expense.


In 2020, 2019 and certain foreign jurisdictions, which contributed2018, there were no significant changes to a difference in the effective tax rate.

The difference between the Company’s effective tax rate for 2015our valuation allowance assertions. We continue to review results of operations and the federal statutory rate was 36.4 percentage points. The Company incurred nondeductible expenses and recognized income for tax purposes, net of tax credits, not included in financial statement income, increasing the effective tax rate. The Company is benefiting from the U.S. domestic production activities deduction and from research credits, reducing the effective tax rate.

During the third quarter of 2017, the Company determined thatforecast estimates to determine if it is more likely than not that the deferred tax assets related to Phenix Systems would notwill be realized based on the Company’s review of results from operations and other evidence.  During the fourth quarter,

realized.

F-28



it was determined that it was more likely than not that Layerwise, located in Belgium, would realize benefits based on results from operations and utilization of existing net operating losses. There were no other changes to the Company’s valuation allowance assertions.

In 2016, there were no changes to the Company’s valuation allowance assertions. During the fourth quarter of 2015, based upon the Company’s review of results of operations and forecast estimates in connection with the assessment of deferred tax benefits, the Company determined that it is more likely than not that the deferred tax assets in the US and certain foreign jurisdictions will not be realized.

The components of the Company’sour net deferred income tax assets and net deferred income tax liabilities(liabilities) at December 31, 20172020 and 20162019 are as follows:



 

 

 

 

 

 

(in thousands)

2017

 

 

2016

Deferred income tax assets:

 

 

 

 

 

 

Intangibles

$

24,232 

 

 

$

40,014 

Stock options and restricted stock awards

 

5,988 

 

 

 

14,384 

Reserves and allowances

 

11,308 

 

 

 

20,022 

Net operating loss carryforwards

 

35,004 

 

 

 

29,398 

Tax credit carryforwards

 

10,908 

 

 

 

13,571 

Accrued liabilities

 

3,011 

 

 

 

5,330 

Deferred revenue

 

4,629 

 

 

 

3,502 

Valuation allowance

 

(80,796)

 

 

 

(109,913)

Total deferred income tax assets

 

14,284 

 

 

 

16,308 



 

 

 

 

 

 

Deferred income tax liabilities:

 

 

 

 

 

 

Intangibles

 

11,301 

 

 

 

16,968 

Property, plant and equipment

 

7,304 

 

 

 

8,818 

Other

 

642 

 

 

 

Total deferred income tax liabilities

 

19,247 

 

 

 

25,786 



 

 

 

 

 

 

Net deferred income tax liabilities

$

(4,963)

 

 

$

(9,478)

(in thousands)20202019
Deferred income tax assets:
Intangibles$17,395 $20,624 
Stock options and restricted stock awards2,544 6,065 
Reserves and allowances10,450 11,959 
Net operating loss carryforwards67,025 57,782 
Tax credit carryforwards18,813 12,749 
Accrued liabilities6,077 3,218 
Deferred revenue4,637 3,940 
Lease Tax Asset8,343 5,970 
163(j) Limitation Carryforward2,854 1,519 
Valuation allowance(123,113)(109,643)
Total deferred income tax assets15,025 14,183 
Deferred income tax liabilities:
Intangibles2,548 4,495 
Property, plant and equipment2,662 3,282 
Lease Tax Liability6,379 4,195 
Liabilities related to distributions
Other1,345 830 
Total deferred income tax liabilities12,934 12,802 
Deferred income tax asset held for sale$560 $
Net deferred income tax assets$1,531 $1,381 

At December 31, 2017, $35,0042020, $67,025 of the Company’sour deferred income tax assets was attributable to $237,186$417,802 of gross net operating loss carryforwards, which consisted of $115,846$223,724 of loss carryforwards for U.S. federal income tax purposes, $101,563$155,366 of loss carryforwards for U.S. state income tax purposes and $19,777$38,713 of loss carryforwards for foreign income tax purposes.

At December 31, 2016, $29,398 of the Company’s deferred income tax assets was attributable to $148,199 of gross operating loss carryforwards, which consisted of $50,587 loss carryforwards for U.S. federal income tax purposes, $78,274 of loss carryforwards for U.S. state income tax purposes and $19,338 of loss carryforwards for foreign income tax purposes.


The net operating loss carryforwards for U.S. federal income tax purposes begin to expire in 2022.2035. The net operating loss carryforwards for U.S. state income tax purposes beginbegan to expire in 2018. In addition, certain loss carryforwards for foreign income tax purposes begin to expire in 20182020 and certain other loss carryforwards for foreign purposes do not expire.


F-35


At December 31, 2017,2020, tax credit carryforwards included in the Company’sour deferred income tax assets consisted of $2,845$6,359 of research and experimentation credit carryforwards for U.S. federal income tax purposes, $3,745$4,037 of research and experimentation tax credit carryforwards for U.S. state income tax purposes, $3,549$6,629 of foreign tax credits for U.S. federal income tax purposes, $474 of other U.S. federal tax credits, $170$1,059 of research and experimentation tax credit carryforwards for foreign income tax purposes and $600$729 of other state tax credits. Certain state research and experimentation and other state credits begin to expire in 2024. The Company has2021. We have recorded a valuation allowance related to the U.S. federal and state tax credits.

At December 31, 2016, tax credit carryforwards included in the Company’s deferred income tax assets consisted of $2,544 of research and experimentation credit carryforwards for U.S. federal income tax purposes, $2,649 of research and experimentation tax credit carryforwards for U.S. state income tax purposes, $7,155 of foreign tax credits for U.S. federal income tax purposes, $474 of other U.S. federal tax credits, $149 of research and experimentation tax credit carryforwards for foreign income tax purposes and $600 of other state tax credits. Certain state research and experimentation credits begin to expire in 2017; other state credits begin to expire in 2024. The Company has recorded a valuation allowance related


Due to the U.S. federal and stateone time transition tax, credits.

F-29


The Company has provided for $9,474 in tax for the Transition Tax discussed above which has been offset by its 2017 net operating loss. As the Company’sour previously unremitted earnings have now been subjected to U.S. federal income tax, although, other additional taxes such as, withholding tax, could be applicable. We intend to permanently reinvest its earnings outside the U.S. and as such, have not provided for any repatriationadditional taxes on approximately $189,699 of unremitted earnings. We believe the unrecognized deferred tax liability related to these earnings to the U.S. would not be expected to incur significant additional taxes related to such amounts. However, the Company’s estimates are provisional and subject to further analysis.

is approximately $7,114.


Including interest and penalties, the Company increased itswe decreased our unrecognized benefits by $218$788 for the year ended December 31, 20172020 and increased itsour unrecognized tax benefits by $10,077$11,223 for the year ended December 31, 2016.2020. The Company doesdecrease was primarily related to the release of unrecognized tax benefits due to the expiration of statute of limitations. The increase was primarily related to the net operating loss carryback claim. We do not anticipate any additional unrecognized tax benefits during the next 12 months that would result in a material change to its consolidated financial position. The Company includestotal amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $15,380. We include interest and penalties in the Consolidated Financial Statementsconsolidated financial statements as a component of income tax expense.

On February 2, 2021, the Company received two private letter rulings from the IRS, which triggered the release of a reserve for uncertain tax position of $8,900 in the first quarter of 2021. See Note 26.

 

 

 

 

 

 

 

 

 

 

Unrecognized Tax Benefits

Unrecognized Tax Benefits*

(in thousands)

2017

 

 

2016

 

 

2015

(in thousands)202020192018

Balance at January 1

$

(18,251)

 

 

$

(8,296)

 

 

$

(1,845)Balance at January 1$(15,467)$(13,031)$(18,310)

Increases related to prior year tax positions

 

(4,104)

 

 

 

(2,658)

 

 

 

 —

Increases related to prior year tax positions(10,426)(2,684)(1,400)

Decreases related to prior year tax positions

 

4,045 

 

 

 

 —

 

 

 

1,475 Decreases related to prior year tax positions788 857 8,272 

Increases related to current year tax positions

 

 —

 

 

 

(7,297)

 

 

 

(7,926)Increases related to current year tax positions(797)(609)(1,593)

Decreases related to current year tax positions

 

 —

 

 

 

 —

 

 

 

 —

Decreases in unrecognized liability due to settlements with foreign tax authorities

 

 —

 

 

 

 —

 

 

 

 —

Balance at December 31

$

(18,310)

 

 

$

(18,251)

 

 

$

(8,296)Balance at December 31$(25,902)$(15,467)$(13,031)


* The unrecognized tax benefit balance includes an insignificant amount of interest and penalties.

Tax years 20032013 through 20172019 remain subject to examination by the U.S. Internal Revenue Service with most of the years open to examination due to the generation and utilization of various tax credits.(“IRS”). State income tax returns are generally subject to examination for a period of three to four years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subjectyears 2015 through 2019 remain open to examination by the various states for a period of upforeign taxing jurisdictions to one year after formal notification towhich the states. The Company files income tax returns (which are open to examination beginning in the year shown in parentheses) in Australia (2013), Belgium (2014), Brazil (2012), China (2014), France (2014), Germany (2013), India (2013), Israel (2013), Italy (2012), Japan (2012), Korea (2012), Mexico (2012), Netherlands (2012), Switzerland (2012), the United Kingdom (2016) and Uruguay (2012).

is subject.


The following presents the changes in the balance of the Company’sour deferred income tax asset valuation allowance:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

Item

 

Balance at beginning of year

 

Additions (reductions) charged to expense

 

Other

 

Balance at end of year

2017

 

Deferred income tax asset valuation allowance

 

$

109,913 

 

$

(28,071)

 

$

(1,046)

 

$

80,796 

2016

 

Deferred income tax asset valuation allowance

 

 

107,312 

 

 

20,450 

 

 

(17,849)

 

 

109,913 

2015

 

Deferred income tax asset valuation allowance

 

 

 —

 

 

107,312 

 

 

 —

 

 

107,312 
Year EndedItemBalance at beginning of yearAdditions (reductions) charged to expenseOtherBalance at end of year
2020Deferred income tax asset valuation allowance$109,643 $13,470 $$123,113 
2019Deferred income tax asset valuation allowance95,398 14,245 109,643 
2018Deferred income tax asset valuation allowance80,796 14,602 95,398 

Note 20 Segment Information

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



 

 

 

 

 

 

 

 

 

(in thousands)

 

2017

 

2016

 

2015

Revenue from unaffiliated customers:

 

 

 

 

 

 

 

 

 

United States

 

$

322,399 

 

$

329,553 

 

$

345,032 

Other Americas

 

 

11,377 

 

 

11,332 

 

 

12,944 

EMEA

 

 

220,357 

 

 

193,141 

 

 

200,104 

Asia Pacific

 

 

91,936 

 

 

98,939 

 

 

108,083 

Total  revenue

 

$

646,069 

 

$

632,965 

 

$

666,163 



 

 

 

 

 

 

 

 

 


F-30


(in thousands)

 

2017

 

2016

 

2015

Revenue by class of product and service:

 

 

 

 

 

 

 

 

 

Products

 

$

210,280 

 

$

223,544 

 

$

257,379 

Materials

 

 

168,846 

 

 

156,839 

 

 

150,740 

Services

 

 

266,943 

 

 

252,582 

 

 

258,044 

Total revenue

 

$

646,069 

 

$

632,965 

 

$

666,163 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2017

 

 

Intercompany Sales to

(in thousands)

 

Americas

 

Germany

 

Other EMEA

 

Asia Pacific

 

Total

Americas

 

$

2,169 

 

$

36,914 

 

$

14,775 

 

$

20,388 

 

$

74,246 

EMEA

 

 

70,709 

 

 

6,005 

 

 

13,093 

 

 

4,945 

 

 

94,752 

Asia Pacific

 

 

2,790 

 

 

 —

 

 

174 

 

 

3,936 

 

 

6,900 

Total

 

$

75,668 

 

$

42,919 

 

$

28,042 

 

$

29,269 

 

$

175,898 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2016

 

 

Intercompany Sales to

(in thousands) 

 

Americas

 

Germany

 

Other EMEA

 

Asia Pacific

 

Total

Americas

 

$

3,013 

 

$

28,881 

 

$

10,958 

 

$

21,639 

 

$

64,491 

EMEA

 

 

65,209 

 

 

3,365 

 

 

8,921 

 

 

6,091 

 

 

83,586 

Asia Pacific

 

 

3,046 

 

 

 —

 

 

369 

 

 

3,959 

 

 

7,374 

Total

 

$

71,268 

 

$

32,246 

 

$

20,248 

 

$

31,689 

 

$

155,451 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2015

 

 

Intercompany Sales to

(in thousands)

 

Americas

 

Germany

 

Other EMEA

 

Asia Pacific

 

Total

Americas

 

$

3,073 

 

$

36,552 

 

$

17,133 

 

$

17,602 

 

$

74,360 

EMEA

 

 

58,489 

 

 

4,232 

 

 

9,643 

 

 

6,172 

 

 

78,536 

Asia Pacific

 

 

3,027 

 

 

 

 

79 

 

 

3,585 

 

 

6,695 

Total

 

$

64,589 

 

$

40,788 

 

$

26,855 

 

$

27,359 

 

$

159,591 



 

 

 

 

 

 

 

 

 

(in thousands)

 

2017

 

2016

 

2015

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

Americas

 

$

(71,951)

 

$

(53,725)

 

$

(596,283)

EMEA

 

 

(292)

 

 

(1,613)

 

 

(71,201)

Asia Pacific

 

 

20,173 

 

 

19,591 

 

 

27,432 

Subtotal

 

 

(52,070)

 

 

(35,747)

 

 

(640,052)

Inter-segment elimination

 

 

(1,903)

 

 

(2,673)

 

 

(1,872)

Total

 

$

(53,973)

 

$

(38,420)

 

$

(641,924)



 

 

 

 

 

 

 

 

 

(in thousands)

 

2017

 

2016

 

2015

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

Americas

 

$

25,484 

 

$

25,892 

 

$

43,613 

EMEA

 

 

31,135 

 

 

29,946 

 

 

34,596 

Asia Pacific

 

 

5,422 

 

 

4,697 

 

 

4,860 

Total

 

$

62,041 

 

$

60,535 

 

$

83,069 



 

 

 

 

 

 

 

 

 

F-31


(in thousands)

 

2017

 

2016

 

2015

Capital expenditures:

 

 

 

 

 

 

 

 

 

Americas

 

$

23,925 

 

$

8,172 

 

$

14,062 

EMEA

 

 

5,227 

 

 

5,947 

 

 

7,469 

Asia Pacific

 

 

1,729 

 

 

2,448 

 

 

868 

Total

 

$

30,881 

 

$

16,567 

 

$

22,399 



 

 

 

 

 

 

 

 

 



 

At December 31,

(in thousands)

 

2017

 

2016

 

2015

Assets:

 

 

 

 

 

 

 

 

 

Americas

 

$

329,550 

 

$

345,412 

 

$  

382,738 

EMEA

 

 

454,319 

 

 

382,163 

 

 

406,084 

Asia Pacific 

 

 

112,895 

 

 

121,578 

 

 

103,137 

Total

 

$

896,764 

 

$

849,153 

 

$

891,959 



 

 

 

 

 

 

 

 

 



 

At December 31,

(in thousands)

 

2017

 

2016

 

2015

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

Americas

 

$

51,475 

 

$

105,750 

 

$  

98,913 

EMEA

 

 

52,642 

 

 

44,877 

 

 

34,388 

Asia Pacific 

 

 

32,227 

 

 

34,320 

 

 

22,342 

Total

 

$

136,344 

 

$

184,947 

 

$

155,643 



 

 

 

 

 

 

 

 

 



 

At December 31,

(in thousands)

 

2017

 

2016

 

2015

Long-lived assets:

 

 

 

 

 

 

 

 

 

Americas

 

$

94,319 

 

$

96,016 

 

$  

113,364 

EMEA

 

 

306,988 

 

 

262,543 

 

 

285,980 

Asia Pacific 

 

 

57,035 

 

 

57,644 

 

 

60,148 

Total

 

$

458,342 

 

$

416,203 

 

$

459,492 

Note 21(22) Commitments and Contingencies

The Company leases


We lease certain of itsour facilities and equipment under non-cancelable operating and finance leases. See Note 12.

5.


We have an inventory purchase commitment with an assembling manufacturer. See Note 14.

Supply commitments totaled $83,305$55,317 and $62,935$53,562 as of December 31, 20172020 and 2016,2019, respectively. Commitments for printer assemblies and inventory items at December 31, 20172020 and 20162019 were $57,592$27,030 and $51,156,$34,570, respectively. Commitments for operating costs and capital expenditures and operating costs at December 31, 20172020 and 20162019 were $25,713$28,287 and $11,779,$18,992, respectively.

Certain of the Company’s acquisitions contain earnout provisions under which the sellers of the acquired businesses can earn additional amounts. The total liability recorded for these earnouts as of December 31, 2017 and 2016 was $5,115 and $10,806, respectively.

Put Options

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

F-32

F-36


Management estimates, assuming that the subsidiary owned by the Company at December 31, 2017, performs over the relevant future periods at its forecasted earnings levels, that these rights, if exercised, could require the Company, in future periods, to pay approximately $8,872 to the owners of such rights to acquire such ownership interests in the relevant subsidiary. This amount has been recorded as redeemable noncontrolling interests on the Consolidated Balance Sheet at December 31, 2017 and 2016. The ultimate amount payable relating to this transaction will vary because it is dependent on the future results of operations of the subject business. 


Indemnification


In the normal course of business, the Companywe periodically entersenter into agreements to indemnify customers or suppliers against claims of intellectual property infringement made by third parties arising from the use of the Company’sour products. Historically, costs related to these indemnification provisions have not been significant, and the Company iswe are unable to estimate the maximum potential impact of these indemnification provisions on its future results of operations.


To the extent permitted under Delaware law, the Company indemnifies itswe indemnify our directors and officers for certain events or occurrences while the director or officer is, or was, serving at the Company’sour request in such capacity, subject to limited exceptions. The maximum potential amount of future payments the Companywe could be required to make under these indemnification obligations is unlimited; however, the Company haswe have directors and officers insurance coverage that may enable the Companyus to recover future amounts paid, subject to a deductible and the policy limits. There is no assurance that the policy limits will be sufficient to cover all damages, if any.


Litigation

Securities


Export Controls and Derivative Litigation

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

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

F-33


consolidated into one action in the United States District Court for the District of South Carolina with Nally as the lead consolidated case.

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

All of the derivative complaints listed above have been stayed until the earlier of the close of discovery or the deadline for appealing a dismissal in the KBC Asset Management NV securities class action.

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

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

On August 23, 2013, Ronald Barranco, a former Company employee, filed two lawsuits against the Company and certain officers in the United States District Court for the District of Hawaii. The first lawsuit (“Barranco I”) is captioned Ronald Barranco and Print3D Corporation v. 3D Systems Corporation, 3D Systems, Inc., and Damon Gregoire, Case No. CV 13-411 LEK RLP, and alleges seven causes of action relating to the Company’s acquisition of Print3D Corporation (of which Mr. Barranco was a 50% shareholder) and the subsequent employment of Mr. Barranco by the Company. The second lawsuit (“Barranco II”) is captioned Ronald Barranco v. 3D Systems Corporation, 3D Systems, Inc., Abraham Reichental, and Damon Gregoire, Case No. CV 13-412 LEK RLP, and alleges the same seven causes of action relating to the Company’s acquisition of certain website domains from Mr. Barranco and the subsequent employment of Mr. Barranco by the Company.  Both Barranco I and Barranco II allege the Company breached certain purchase agreements in order to avoid paying Mr. Barranco additional monies pursuant to royalty and earn out provisions in the agreements. The Company and its officers timely filed responsive pleadings on October 22, 2013 seeking, inter alia, to dismiss Barranco I due to a mandatory arbitration agreement and for lack of personal jurisdiction and to dismiss Barranco II for lack of personal jurisdiction.

With regard to Barranco I, the Hawaii district court, on February 28, 2014, denied the Company’s motion to dismiss and its motion to transfer venue to South Carolina for the convenience of the parties. However, the Hawaii court recognized that the plaintiff’s claims are all subject to mandatory and binding arbitration in Charlotte, North Carolina. Because the Hawaii court was without authority to compel arbitration outside of Hawaii, the court ordered that the case be transferred to the district court encompassing Charlotte (the United States District Court for the Western District of North Carolina) so that court could compel arbitration in Charlotte. On April 17, 2014, Barranco I was transferred to the United States District Court for the Western District of North Carolina. Plaintiff filed a demand for arbitration on October 29, 2014. On December 9, 2014, the Company filed its answer to plaintiff’s demand for arbitration. On February 2, 2015, plaintiff filed an amended demand that removed Mr. Gregoire as a defendant from the matter, and on February 4, 2015 the Company filed its amended answer. The parties selected an arbitrator and arbitration took place in September 2015 in Charlotte, North Carolina.

On September 28, 2015, the arbitrator issued a final award in favor of Mr. Barranco with respect to two alleged breaches of contract and implied covenants arising out of the contract.  The arbitrator found that the Company did not commit fraud or make any negligent misrepresentations to Mr. Barranco. Pursuant to the award, the Company is to pay approximately $11,282, which includes alleged actual damages of $7,254, fees and expenses of $2,318 and prejudgment interest of $1,710. The Company disagrees with the single arbitrator’s findings and conclusions and believes the arbitrator’s decision exceeds his authority and disregards the applicable law. As an initial response, the Company filed a motion for modification on September 30, 2015, based on mathematical errors in the computation of damages and fees. On October 16, 2015, the arbitrator issued an order denying the Company’s motion and sua sponte issuing a modified final award in favor of Mr. Barranco in the same above-referenced amounts, but making certain substantive changes to the award, which changes the Company believes were improper and outside the scope of his authority and the American Arbitration Association rules. On November 20, 2015, the Company filed a motion to vacate the arbitration award in the federal court in the United States District Court for the Western District of North Carolina.  Claimants also filed a motion to confirm the arbitration award. A hearing was held on the motions on September 29, 2016 in federal court in the Western District of North Carolina. The court requested supplemental briefing by the parties, which briefs were filed on July 11, 2016.

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

F-34


Notwithstanding the Company’s right to appeal, given the arbitrator’s decision, the Company recorded an $11,282 expense provision for this matter in the quarter ended September 30, 2015. The provision is subject to adjustment based on the ultimate outcome of the Company’s appeal. If it is ultimately determined that money is owed following the full appellate process in federal court, the Company intends to fund any amounts to be paid from cash on hand. This amount has been classified as a current liability given the timeline of the appeals process. 

With regard to Barranco II, the Hawaii district court, on March 17, 2014, denied the Company’s motion to dismiss and its motion to transfer venue to South Carolina. However, the Hawaii court dismissed Count II in plaintiff’s complaint alleging breach of the employment agreement.  The Company filed an answer to the complaint in the Hawaii district court on March 31, 2014.  On November 19, 2014, the Company filed a motion for summary judgment on all claims which was heard on January 20, 2015. On January 30, 2015, the court entered an order granting in part and denying in part the Company’s motion for summary judgment. The Order narrowed the plaintiff’s claim for breach of contract and dismissed the plaintiff’s claims for fraud and negligent misrepresentation. As a result, Messrs. Reichental and Gregoire were dismissed from the lawsuit. The case was tried to a jury in May 2016, and on May 27, 2016 the jury found that the Company was not liable for either breach of contract or breach of the implied covenant of good faith and fair dealing.  Additionally, the jury found in favor of the Company on its counterclaim against Mr. Barranco and determined that Mr. Barranco violated his non-competition covenant with the Company. On July 5, 2017, the court ordered a bench trial regarding causation and damages with respect to the equitable accounting on the Company’s prevailing counterclaim against Mr. Barranco. The bench trial took place on November 20, 2017.  The Court ordered the submission of proposed findings of fact and conclusions of law.  The Company submitted its proposed Findings of Fact and Conclusions of Law on January 12, 2018.  Barranco submitted his on February 2, 2018.  The Company submitted its Reply on February 16, 2018.  The Court is expected to rule on the accounting thereafter.

ExportGovernment Contracts Compliance Matter


In October 2017, the Companywe received an administrative subpoena from the Bureau of Industry and Security of the Department of Commerce (“BIS”) requesting the production of records in connection with possible violations of U.S. export control laws, including with regard to itsour Quickparts.com, Inc. subsidiary. In addition, while collecting information responsive to the above-referenced subpoena, the Companyour internal investigation identified potential violations of the International Traffic in Arms Regulations (“ITAR”) administered by the Directorate of Defense Trade Controls of the Department of State (“DDTC”) and potential violations of the Export Administration Regulations administered by the BureauBIS.
On June 8, 2018 and thereafter, we submitted voluntary disclosures to BIS and DDTC identifying numerous potentially unauthorized exports of Industrytechnical data. As part of our ongoing review of trade compliance risks and Securityour cooperation with the government, on November 20, 2019, we submitted to the U.S. Treasury Department’s Office of the Department of Commerce.  On February 12, 2018, the Company submittedForeign Assets Control (“OFAC”) an initial notice of voluntary disclosure regarding potential violations of economic sanctions related to Iran. We continued to investigate this issue and filed a final disclosure with OFAC on May 20, 2020. We have and will continue to implement compliance enhancements to our export controls, trade sanctions, and government contracting compliance program to address the issues identified through our ongoing internal investigation and will cooperate with DDTC and BIS, as well as the U.S. Departments of Justice, Defense, Homeland Security and Treasury in whichtheir ongoing reviews of these matters. In connection with these ongoing reviews, in August 2020, the Company identified certain potentially unauthorized exportsreceived two federal grand jury subpoenas issued by the U.S. District Court for the Northern District of technical data.Texas. The Company is continuingresponded to conductthese two subpoenas and internal review and cooperatingwill continue to fully cooperate with the investigation, butU.S. Department of Justice in the related investigation.

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

Although we cannot predict the ultimate resolution of this matter. The Company expectsthese matters, we have incurred and expect to continue to incur significant legal costs and other expenses in connection with responding to these inquiries.

If the U.S. government finds that the Company has violated one or more export control laws or trade sanctions, the Company could be subject to various penalties. By statute, these penalties can include butagencies.

Other

We are not limited to fines, which by statute may be significant, denial of export privileges, and debarment from participation in U.S. government contracts; and any assessment of penalties could also harm the Company’s reputation, create negative investor sentiment, and affect the Company’s share value.  In connection with any resolution, the Company may also be required to undertake additional remedial compliance measures and program monitoring.  The Company cannot at this time predict when BIS and/or DDTC will conclude their investigations or determine an estimated cost, if any, or range of costs, for any penalties or fines that may be incurred upon resolution of this matter.

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

F-35

F-37


Note 22


(23) Accumulated Other Comprehensive Income (Loss)

Loss


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



 

 

 

 

 

 

 

 

 

 

 

(in thousands)

Foreign currency translation adjustment

 

Defined benefit pension plan

 

Liquidation of non-US entity and purchase of non-controlling interests

 

 

Total

Balance at December 31, 2015

$

(37,675)

 

$

(1,873)

 

$

 —

 

$

(39,548)

Other comprehensive income (loss)

 

(13,063)

 

 

(902)

 

 

288 

 

 

(13,677)

Balance at December 31, 2016

 

(50,738)

 

 

(2,775)

 

 

288 

 

 

(53,225)

Other comprehensive income

 

31,419 

 

 

220 

 

 

50 

 

 

31,689 

Balance at December 31, 2017

$

(19,319)

 

$

(2,555)

 

$

338 

 

$

(21,536)
(in thousands)Foreign currency translation adjustmentDefined benefit pension planDerivative financial instrumentsLiquidation of non-US entity and purchase of non-controlling interestsTotal
Balance at December 31, 2018$(36,669)$(2,647)$$338 $(38,978)
Other comprehensive income (loss)3,053 (1,060)(318)256 1,931 
Balance at December 31, 2019(33,616)(3,707)(318)594 (37,047)
Other comprehensive income (loss)28,752 783 (1,638)(561)27,336 
Amounts reclassified from accumulated other comprehensive income (loss) a
1,235 1,235 
Balance at December 31, 2020$(4,864)$(2,924)$(721)$33 $(8,476)

a.Amount reclassified into Interest and other expense, net on the statement of operations. See Note 13.

The amounts presented in the table above are in other comprehensive loss and are net of taxes. For additional information about foreign currency translation and derivative financial instruments, see Note 10.13. For additional information about the pension plan, see Note 15.

17.


(24) Restructuring and Exit Activity Costs

On August 5, 2020, we announced, in connection with the new strategic focus and organizational realignment, a restructuring plan intended to align our operating costs with current revenue levels and better position the Company for future sustainable and profitable growth. The restructuring plan includes a reduction of nearly 20% of our workforce, with the majority of the workforce reduction completed by December 31, 2020. We expect that the restructuring plan, in conjunction with other cost reduction measures, will reduce our annualized costs by approximately $80,000 by the end of December 31, 2021, with additional savings of approximately $20,000 dependent on potential divestitures. Cost reduction efforts include reducing the number of facilities and examining every aspect of our manufacturing and operating costs. We incurred cash charges for severance, facility closing and other costs, primarily in the second half of 2020. We may incur additional charges in 2021 as we finalize all the actions to be taken. Non-cash charges related to these actions are expected to be $6,400 and are included in facility closing costs. We are also evaluating the divestiture of parts of the business that do not align with this strategic focus. See Note 233 and Note 26.

In connection with the restructuring plan, we recorded pre-tax costs during the year ended December 31, 2020, included within selling, general and administrative in the consolidated statement of operations, and expect to incur total costs as follows:

Total Costs Expected to be IncurredCosts Incurred during the year ended December 31, 2020
Severance, termination benefits and other employee costs$21,200 $12,914 
Facility closing costs9,700 6,470 
Other costs2,500 668 
Total$33,400 $20,052 

F-38


The liabilities at December 31, 2020 related to these costs were principally recorded in accrued expenses in the consolidated balance sheets and were as follows:
Liability at December 31, 2019Costs Incurred during 2020Costs Paid During 2020Non-cash adjustmentsLiability at December 31, 2020
Severance, termination benefits and other employee costs$$12,914 $(5,741)$$7,173 
Facility closing costs6,470 (265)(6,205)
Other costs668 (668)
Total$$20,052 $(6,674)$(6,205)$7,173 

(25) Selected Quarterly Financial Data(unaudited)


The following tables set forth unaudited selected quarterly financial data:



 

 

 

 

 

 

 

 

 

 

 

 



 

2017

 

 

Quarter Ended

(in thousands, except per share amounts)

 

December 31

 

September 30

 

June 30

 

March 31

Consolidated revenue

 

$

177,264 

 

$

152,907 

 

$

159,467 

 

$

156,431 

Gross profit

 

 

85,458 

 

 

58,522 

 

 

80,673 

 

 

80,186 

Total operating expenses

 

 

91,161 

 

 

90,857 

 

 

87,537 

 

 

89,257 

Loss from operations (a)

 

 

(5,703)

 

 

(32,335)

 

 

(6,864)

 

 

(9,071)

Provision for income taxes

 

 

971 

 

 

3,723 

 

 

2,067 

 

 

1,041 

Net loss attributable to 3D Systems

 

 

(10,134)

 

 

(37,670)

 

 

(8,416)

 

 

(9,971)

Basic and diluted net loss per share

 

$

(0.08)

 

$

(0.34)

 

$

(0.08)

 

$

(0.09)



 

 

 

 

 

 

 

 

 

 

 

 



 

2016

 

 

Quarter Ended

(in thousands, except per share amounts)

 

December 31

 

September 30

 

June 30

 

March 31

Consolidated revenue

 

$

165,937 

 

$

156,362 

 

$

158,111 

 

$

152,555 

Gross profit

 

 

82,890 

 

 

68,937 

 

 

80,411 

 

 

77,513 

Total operating expenses

 

 

78,817 

 

 

90,954 

 

 

84,128 

 

 

94,272 

Income (loss) from operations

 

 

4,073 

 

 

(22,017)

 

 

(3,717)

 

 

(16,759)

Provision (benefit) for income taxes

 

 

(1,212)

 

 

(2,214)

 

 

1,700 

 

 

1,179 

Net income (loss) attributable to 3D Systems

 

 

5,230 

 

 

(21,213)

 

 

(4,648)

 

 

(17,788)

Basic and diluted net income (loss) per share

 

$

0.05 

 

$

(0.19)

 

$

(0.04)

 

$

(0.16)



 

 

 

 

 

 

 

 

 

 

 

 

F-36

2020
 Quarter Ended
(in thousands, except per share amounts)December 31September 30June 30March 31
Consolidated revenue a
$172,652 $136,176 $112,777 $135,635 
Gross profit72,449 58,627 35,167 57,132 
Total operating expenses71,718 126,231 69,039 75,350 
Income (loss) from operations731 (67,604)(33,872)(18,218)
Benefit (provision) for income taxes(3,712)(2,866)(1,464)1,858 
Net loss attributable to 3D Systems(19,830)(72,889)(37,951)(18,924)
Basic and diluted net loss per share$(0.16)$(0.61)$(0.33)$(0.17)
2019
 Quarter Ended
(in thousands, except per share amounts)December 31September 30June 30March 31
Consolidated revenue a
$168,215 $156,248 $158,627 $153,263 
Gross profit a
74,256 67,281 73,299 65,705 
Total operating expenses a
78,955 79,215 92,465 87,010 
Loss from operations(4,699)(11,934)(19,166)(21,305)
Benefit (provision) for income taxes1,260 (2,010)(1,938)(1,844)
Net loss attributable to 3D Systems(4,714)(16,843)(23,929)(24,394)
Basic and diluted net income (loss) per share$(0.04)$(0.15)$(0.21)$(0.22)

2018
 Quarter Ended
(in thousands, except per share amounts)December 31September 30June 30March 31
Consolidated revenue a
$181,892 $165,493 $177,800 $166,362 
Gross profit82,553 77,810 86,162 77,869 
Total operating expenses89,572 88,794 93,884 95,335 
Loss from operations(7,019)(10,984)(7,722)(17,466)
Provision for income taxes4,051 (1,593)(2,539)(1,954)
Net loss attributable to 3D Systems(4,136)(11,550)(8,862)(20,957)
Basic and diluted net income (loss) per share$(0.04)$(0.10)$(0.08)$(0.19)
F-39




 

2015

 

 

Quarter Ended

(in thousands, except per share amounts)

 

December 31

 

September 30

 

June 30

 

March 31

Consolidated revenue

 

$

183,363 

 

$

151,574 

 

$

170,504 

 

$

160,722 

Gross profit

 

 

60,160 

 

 

71,038 

 

 

81,627 

 

 

78,984 

Total operating expenses

 

 

626,081 

 

 

105,675 

 

 

105,469 

 

 

96,508 

Loss from operations (a)

 

 

(565,921)

 

 

(34,637)

 

 

(23,842)

 

 

(17,524)

Provision (benefit) for income taxes

 

 

29,535 

 

 

(3,524)

 

 

(10,096)

 

 

(6,943)

Net loss attributable to 3D Systems

 

 

(596,366)

 

 

(32,249)

 

 

(13,696)

 

 

(13,181)

Basic and diluted net loss per share

 

$

(5.32)

 

$

(0.29)

 

$

(0.12)

 

$

(0.12)

(a)

For the quarter ended December 31, 2015, loss from operations includes $443,659 of impairment charges related to goodwill and $93,520 of impairment charges related to other intangible assets. In addition, the Company recognized cash and non-cash charges related to the end of life of the Cube printer and shift from consumer products and services, which totaled $8,771 and $18,619, respectively. See Notes 2, 4, 6 and 7 to the Consolidated Financial Statements.

a.Upon adoption of ASU 2018-08 we determined it was appropriate to recast the presentation of our previously reported statement of operations and the effect on the individual quarters in 2020 was immaterial. See Note 2.


The sum of per share amounts for each of the quarterly periods presented does not necessarily equal the total presented for the year because each quarterly amount is independently calculated at the end of each period based on the net income (loss) available to common stockholders for such period and the weighted average shares of outstanding common stock for such period.

Note 24


(26) Subsequent Events

There are no subsequent events except as disclosed within


On January 1, 2021, the Litigation sectionCompany completed the sale of Note 21.

100% of the issued and outstanding equity interests of Cimatron Ltd., the subsidiary that operated the Company’s Cimatron integrated CAD/CAM software for tooling business and its GibbsCAM CNC programming software business for approximately $64,200, after certain adjustments and excluding $9,161 of cash amounts transferred to the purchaser.

F-37



Using a portion of the proceeds from the sale, the Company paid off the remaining outstanding balances under its Term Facility, $21,392. The Company also terminated the ATM Program.

In January 2021, the Company terminated the interest rate swap agreement in connection with repayment of the Term Facility.

On February 2, 2021, the Company received two private letter rulings from the IRS, which triggered the release of a reserve for uncertain tax position of $8,900 in the first quarter of 2021.

On February 25, 2021, the Company entered into an agreement to amend its lease for its corporate office and extended the term. As part of this amendment, the Company entered into a lease agreement for a new building, containing approximately 80,000 to 100,000 rentable square feet, to be constructed adjacent to our corporate office. The initial lease terms for both the existing building and the expansion site extend through August 2036.
F-40