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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM 10-Q

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
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-20220630_g1.jpg

3D SYSTEMS CORPORATION
(Exact name of Registrant as Specified in its Charter)
__________________________
Delaware
95-4431352
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.001 per shareDDDNew York Stock Exchange

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 
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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Shares of Common Stock, par value $0.001 per share, outstanding as of August 4, 2022: 130,281,318
1


3D SYSTEMS CORPORATION
Form 10-Q
For the Three and Six Months ended June 30, 2022

TABLE OF CONTENTS

2


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value) June 30, 2022 (unaudited)December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents$298,834 $789,657 
Short-term investments339,386  
Accounts receivable, net of reserves — $3,280 and $2,445
107,013 106,540 
Inventories106,001 92,887 
Prepaid expenses and other current assets44,608 42,653 
Total current assets895,842 1,031,737 
Property and equipment, net
55,864 57,257 
Intangible assets, net70,005 45,835 
Goodwill382,498 345,588 
Right of use assets
45,832 46,356 
Deferred income tax asset4,715 5,054 
Other assets27,200 17,272 
Total assets$1,481,956 $1,549,099 
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND EQUITY
Current liabilities:
Current right of use liabilities
8,465 8,344 
Accounts payable62,226 57,366 
Accrued and other liabilities54,849 76,994 
Customer deposits6,153 7,281 
Deferred revenue30,675 28,027 
Total current liabilities162,368 178,012 
Long-term debt, net of deferred financing costs448,081 446,859 
Long-term right of use liabilities
46,139 47,420 
Deferred income tax liability3,710 2,173 
Other liabilities35,851 32,254 
Total liabilities696,149 706,718 
Commitments and contingencies (Note 14)
Redeemable noncontrolling interest2,149  
Stockholders’ equity:
Common stock, $0.001 par value, authorized 220,000 shares; shares issued and outstanding 130,304 and 128,375
130 128 
Additional paid-in capital1,525,734 1,501,210 
Accumulated deficit(681,011)(621,251)
Accumulated other comprehensive loss(61,195)(37,706)
Total stockholders’ equity783,658 842,381 
Total liabilities, redeemable noncontrolling interests and stockholders’ equity$1,481,956 $1,549,099 

See accompanying notes to condensed consolidated financial statements.
3


3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except per share amounts)2022202120222021
Revenue:
Products$103,774 $108,638 $204,325 $202,286 
Services36,271 53,919 68,721 106,387 
Total revenue140,045 162,557 273,046 308,673 
Cost of sales:
Products65,331 62,635 123,803 115,999 
Services21,576 30,917 42,310 59,429 
Total cost of sales86,907 93,552 166,113 175,428 
Gross profit53,138 69,005 106,933 133,245 
Operating expenses:
Selling, general and administrative64,404 61,463 119,819 111,063 
Research and development20,772 17,602 42,384 34,201 
Total operating expenses85,176 79,065 162,203 145,264 
Loss from operations(32,038)(10,060)(55,270)(12,019)
Interest and other income (expense), net329 (316)(1,954)38,537 
(Loss) income before income taxes(31,709)(10,376)(57,224)26,518 
(Provision) benefit for income taxes(1,289)744 (2,573)9,078 
Net (loss) income before redeemable non-controlling interest$(32,998)$(9,632)$(59,797)$35,596 
Less: net (loss) attributable to redeemable noncontrolling interests(37) (37) 
Net (loss) income attributable to 3D Systems Corporation$(32,961)$(9,632)$(59,760)$35,596 
Net (loss) income per common share:
Basic$(0.26)$(0.08)$(0.47)$0.29 
Diluted$(0.26)$(0.08)$(0.47)$0.28 
Weighted average shares outstanding:
Basic127,703122,147127,218 121,931 
Diluted127,703122,147127,218 125,069 

See accompanying notes to condensed consolidated financial statements.


4


3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2022202120222021
Net (loss) income $(32,998)$(9,632)$(59,797)$35,596 
Other comprehensive (loss) income , net of taxes:
Pension plan adjustments165 28 266 209 
Derivative financial instruments   721 
Foreign currency translation(16,386)3,385 (19,732)(22,224)
Unrealized loss on short-term investments(528) (4,023) 
Foreign currency translation reclassification - sale of business   6,481 
Total other comprehensive (loss) income, net of taxes(16,749)3,413 (23,489)(14,813)
Total comprehensive (loss) income, net of taxes$(49,747)$(6,219)$(83,286)$20,783 
Less: Comprehensive (loss) attributable to redeemable non-controlling interest$(37)$ $(37)$ 
Total comprehensive (loss) income attributable to 3D Systems Corporation$(49,710)$(6,219)$(83,249)$20,783 

See accompanying notes to condensed consolidated financial statements.

5


3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
(in thousands)20222021
Cash flows from operating activities:
Net (loss) income $(59,797)$35,596 
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization18,198 17,890 
Stock-based compensation20,061 30,576 
Unrealized gain on exchange rate (2,100)
Provision for inventory obsolescence and revaluation97 1,100 
Loss on hedge accounting de-designation and termination 721 
Provision for bad debts1,042 800 
(Gain) on the disposition of businesses, property, equipment and other assets (37,240)
Provision (benefit) for deferred income taxes and reserve adjustments628 (9,014)
Asset impairment24  
Changes in operating accounts:
Accounts receivable(6,173)12,476 
Inventories(16,609)9,132 
Prepaid expenses and other current assets(2,981)(1,065)
Accounts payable6,168 3,424 
Deferred revenue and customer deposits(704)(531)
Accrued and other liabilities1,618 (23,020)
All other operating activities217 3,231 
Net cash (used in) provided by operating activities(38,211)41,976 
Cash flows from investing activities:
Purchases of property and equipment(10,368)(8,204)
Purchases of short-term investments(384,450) 
Sales and maturities of short-term investments41,044  
Proceeds from sale of assets and businesses, net of cash 54,747 
Acquisitions and other investments, net(83,312)(10,912)
Other investing activities (306)
Net cash (used in) provided by investing activities(437,086)35,325 
Cash flows from financing activities:
Repayment of borrowings/long-term debt (21,392)
Debt issuance cost(16) 
Purchase of noncontrolling interest(2,300)(4,000)
Payments related to net-share settlement of stock-based compensation(10,047)(6,629)
Other financing activities(324)(423)
Net cash used in financing activities(12,687)(32,444)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(2,047)2,902 
Net (decrease) increase in cash, cash equivalents and restricted cash(490,031)47,759 
Cash, cash equivalents and restricted cash at the beginning of the period(a)
789,970 84,711 
Cash, cash equivalents and restricted cash at the end of the period(a)
$299,939 $132,470 

a.The amounts for cash and cash equivalents shown above include restricted cash of $1,105 and $626 as of June 30, 2022, and 2021, respectively, and $313, $540, as of December 31, 2021 and 2020, respectively, which were included in prepaid expenses and other assets net on the condensed consolidated balance sheet.

See accompanying notes to condensed consolidated financial statements.
6


3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)

Three Months Ended June 30, 2022 and 2021
Common Stock
(in thousands, except par value)Shares
Par Value $0.001
Additional Paid In CapitalTreasury StockAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Stockholders' Equity
March 31, 2022130,365 $130 $1,519,242 $ $(648,050)$(44,446)$826,876 
Stock-based compensation expense— — 7,843 — — — 7,843 
Shares issued related to net-share settlement of stock-based compensation(61)— (1,351)— — — (1,351)
Net loss— — — — (32,961)— (32,961)
Unrealized loss on short-term investments— — — — — (528)(528)
Pension plan adjustments— — — — — 165 165 
Foreign currency translation adjustment— — — — — (16,386)(16,386)
June 30, 2022130,304 $130 $1,525,734 $ $(681,011)$(61,195)$783,658 
March 31, 2021126,484 $126 $1,397,276 $(10,492)$(898,075)$(26,702)$462,133 
Shares issued related to net-share settlement of stock-based compensation155 1 (3,881)— — — (3,880)
Shares issued to acquire assets and businesses157 — 3,500 — — — 3,500 
Stock-based compensation expense— 11,005 — — — 11,005 
Net loss— — — (9,632)— (9,632)
Pension plan adjustments— — — — 28 28 
Foreign currency translation adjustment— — — — 3,385 3,385 
June 30, 2021126,796 $127 $1,407,900 $(10,492)$(907,707)$(23,289)$466,539 

See accompanying notes to condensed consolidated financial statements.







7



3D SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
(Unaudited)

Six Months Ended June 30, 2022 and 2021
Common Stock
(in thousands, except par value)Shares
Par Value $0.001
Additional Paid In CapitalTreasury StockAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Stockholders' Equity
December 31, 2021128,375 128 1,501,210 $ (621,251)$(37,706)$842,381 
Shares issued related to net-share settlement of stock-based compensation1,929 2 (10,048)— — — (10,046)
Stock-based compensation expense— — 34,572 — — — 34,572 
Net loss— — — — (59,760)— (59,760)
Pension plan adjustments— — — — — 266 266 
Unrealized loss on short-term investments— — — — — (4,023)(4,023)
Foreign currency translation adjustment— — — — — (19,732)(19,732)
June 30, 2022130,304 130 1,525,734 $ (681,011)$(61,195)$783,658 
December 31, 2020127,626 $128 $1,404,964 $(22,590)$(943,303)$(8,476)$430,723 
Shares issued related to repurchase of stock874 1 (6,630)— — — (6,629)
Shares issued to acquire assets and businesses157 — 3,500 — — — 3,500 
Stock-based compensation expense— — 18,162 — — — 18,162 
Net income— — — — 35,596 — 35,596 
Pension plan adjustments— — — — — 209 209 
Termination of derivative instrument— — — — — 721 721 
Retirement of treasury shares(1,861)(2)(12,096)12,098 — —  
Foreign currency translation adjustment— — — — — (15,743)(15,743)
June 30, 2021126,796 $127 $1,407,900 $(10,492)$(907,707)$(23,289)$466,539 
8


3D SYSTEMS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of 3D Systems Corporation and all majority-owned subsidiaries and entities in which a controlling interest is maintained (“3D Systems” or the “Company” or “we,” “our,” or "us"). All significant intercompany transactions and balances have been eliminated in consolidation.

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). Our annual reporting period is the calendar year.

In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal recurring nature, necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates and assumptions.

The COVID-19 pandemic continues to impact the global economy, disrupt global supply chains, and create significant volatility in the financial markets. These factors have resulted in inflationary and cost pressures that have significantly increased, and continue to adversely impact, our production and distribution costs, including costs of spare parts and materials, packaging materials, and freight. We are also experiencing pressure on our supply chain due to strained transportation capacity, lack of sufficient labor availability, and manufacturing backlogs. In addition, Russia’s invasion of Ukraine has led to further economic disruption. While we do not operate in Ukraine, the impact of the conflict led to our exit from the Russian market in 2022. Additionally, the conflict continues to exacerbate inflationary cost pressures and supply chain constraints which are negatively impacting the global economy and our business.

Due to the COVID-19 pandemic, our affiliates, employees, suppliers, customers, and others have been and may continue to be restricted or prevented from conducting normal business activities, including shutdowns, travel restrictions and other actions that may be requested or mandated by governmental authorities. We have reopened our offices and resumed business travel, with safety measures in place and in accordance with local guidance.

We are managing our operations, continuing to monitor the ongoing impacts of COVID-19, and reviewing guidance from international and domestic authorities. We remain committed to protecting our employees, delivering for our customers, and supporting our communities.

The COVID-19 pandemic and other factors impacting the current economic environment, such as inflation, weak economic conditions, including the possibility of a recession, and equity market volatility continued to impact our reported results for the years ended December 31, 2021 and 2020, as well as the three and six months ended June 30, 2022. We are unable to predict the longer-term impact that these factors may have on our business, results of operations, financial position or cash flows. The extent to which our operations may be impacted will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including the severity or resurgence of a COVID-19 outbreak, actions by government authorities to contain an outbreak or treat its impact, actions by government authorities to address inflationary and cost pressures, and the severity, length, and potential expansion of the conflict in Ukraine. The impacts of these uncertain global health, economic and geopolitical conditions could result in reduced customer demand due delays in purchasing decisions or the reduction in their use of our services, further supply chain disruptions, including the shortages of critical components, and continued disruptions to, and volatility in, the financial markets. Events surrounding the global economy, geopolitics, and the COVID-19 pandemic continue to evolve. Although we believe that we will ultimately emerge from these events well positioned for long-term growth, uncertainties remain and, as such, we cannot reasonably estimate the duration or extent of these adverse factors on our business, results of operations, financial position, or cash flows.

As of January 1, 2021, we determined the Company has two reportable segments, Healthcare and Industrial. The Company previously only reported its consolidated results in one segment. This change in segment reporting as of January 1, 2021 was
9


the result of changes to how the chief operating decision maker (“CODM”) assesses the financial performance of the Company and in the decision-making process driving future operating performance. As a result of this re-segmentation, the Company performed a quantitative analysis for potential impairment of our goodwill immediately following the re-segmentation. Based on available information and analysis as of January 1, 2021, we determined the fair value of the Healthcare and Industrial reporting units exceeded their carrying values.

Fair value 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.

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

During the fourth quarter ended December 31, 2021, we became aware that certain amounts related to the purchase of non-controlling interests previously presented as investing cash outflows should have been reported as financing cash outflows within the statements of cash flows. The error affected the previously issued statements of cash flows for the three, six and nine month periods within the December 31, 2021, and 2020 annual periods as well as the annual periods ended December 31, 2020, and 2019. We note that this change did not impact the as reported net increase (decrease) in cash, cash equivalents and restricted cash within the annual 2020 and 2019 statements of cash flows or the interim statements of cash flows for the years ended December 31, 2021, and 2020. We further note that this reclassification did not affect our balance sheet, statements of operations, statements of comprehensive income (loss) and statements of stockholders' equity. We evaluated the materiality, including both quantitative and qualitative considerations, of this presentation-only error and concluded it was not material to any previously reported quarter or year-end financial statement. The impact of the change on our previously reported statement of cash flows for the six months ended June 30, 2021 is to increase net cash provided by investing activities by $4,000 and to decrease cash used in financing activities by $4,000.

Six Months Ended June 30, 2021
As ReportedChangedRevised
Net cash provided by operating activities$41,976 $ $41,976 
Net cash provided by investing activities31,325 4,000 35,325 
Net cash (used in) financing activities(28,444)(4,000)(32,444)
Effect of exchange rate changes on cash, cash equivalents and restricted cash2,902  2,902 
Net increase in cash, cash equivalents and restricted cash$47,759 $ $47,759 
10



Summary of Significant Accounting Policies

Short-term investments
A portion of the company's excess cash is invested in short-term investments. The company's short-term investment accounting policy is that securities with maturities greater than 90 days at the time of purchase that are available for operations in the next 12 months are classified as short-term investments. The Company’s short-term investments primarily consist of investment grade bonds, certificates of deposit, commercial paper, and short maturity bond funds all with a remaining maturity of generally less than twelve months at the date of purchase and are classified as available for sale. Interest and dividends on these investments are recorded into income when earned.

Redeemable Noncontrolling Interest
In connection with the 93.75% acquisition of Kumovis on April 1, 2022, as discussed in Note 2, the Company recorded a redeemable non-controlling interest (RNCI). The RNCI represents noncontrolling shareholders’ interest in Kumovis which is controlled but not wholly owned by 3D Systems and for which 3D Systems' obligation to redeem the minority shareholders’ interest is governed by a put/call relationship. Subsequent to the initial fair value measurement, which is currently in process as part of business combination accounting, the RNCI is recorded at the greater of its redemption value or its' carrying value at the end of each reporting period. If the RNCI is carried at its redemption value, the difference between the redemption value and the carrying value would be adjusted at the end of each reporting period through additional paid in capital. The Company will also perform a quarterly assessment to determine if the aforementioned redemption value exceeds the fair value of the RNCI. If the redemption value of the RNCI exceeds its fair value, the excess will reduce the net income attributable to 3D Systems shareholders.

All other significant accounting policies described in the Form 10-K for the year ended December 31, 2021 remain unchanged.

Recently Adopted Accounting Standards

In October 2021, the Financial Accounting Standard Board ("FASB") issued Accounting Standard Update ("ASU") 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers", which amends the Accounting Standards Codification ("ASC") 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to “require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.” While primarily related to contract assets and contract liabilities that were accounted for by the acquiree in accordance with ASC 606, “the amendments also apply to contract assets and contract liabilities from other contracts to which the provisions of Topic 606 apply, such as contract liabilities from the sale of nonfinancial assets within the scope of Subtopic 610-20.” For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted. The Company early adopted this standard in the first quarter of 2022, and it did not have an impact on the results of operations, cash flows or financial position.


(2) Divestitures and Acquisitions

Divestitures

There have been no dispositions during the six months ended June 30, 2022.

In September 2021, we completed the sale of the Company’s On Demand Manufacturing business ("ODM") for $82,000, excluding certain customary closing adjustments. We recorded a gain on the sale of $38,490 included within Interest and other income (expense), net on the accompanying consolidated statements of operations for the year ended December 31, 2021. ODM was primarily included within the Industrial segment. At closing, the Company and the purchaser entered into a supply agreement and a transition services agreement pursuant to which the Company will provide certain information technology, corporate finance, tax, treasury, accounting, human resources and payroll, sales and marketing, operations, facilities and other customary services to support the purchaser in the ongoing operation of ODM for a period of time post-closing. At June 30, 2022 only the supply agreement is active.

11


On August 24, 2021, we completed the sale of 100% of the issued and outstanding equity interests of Simbionix USA Corporation, which owned our global medical simulation business (“Simbionix”), for $305,000, excluding certain closing adjustments and excluding $6,794 of cash transferred to the purchaser. We recorded a gain on the sale of $271,404 included within Interest and other income (expense), net on the accompanying consolidated statements of operations for the year ended December 31, 2021. Additionally, we recognized a gain of $2,431 for accumulated foreign currency translation gain previously included in Accumulated other comprehensive loss (“AOCL”), which is included within Interest and other income (expense), net, for the year ended December 31, 2021. Simbionix was included within the Healthcare segment.

On January 1, 2021, we 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 $64,173, after certain adjustments and excluding $9,476 of cash amounts transferred to the purchaser. We recorded a gain on the sale of $32,047 included within Interest and other income (expense), net on the accompanying condensed consolidated statements of operations for the six months ended June 30, 2021. Additionally, at the time of the sale, we recognized a gain of $6,481 for accumulated foreign currency translation gain previously included in AOCL, which is included within Interest and other income (expense), net, for the six months ended June 30, 2021. Cimatron would have been included within the Industrial segment.

Acquisitions/Investments

On April 1, 2022, we completed the acquisition of 93.75% of Kumovis GmbH ("Kumovis") for an all-cash purchase price of $37,726, before customary closing adjustments, plus an estimated RNCI of $2,418. $3,628 of the cash payment is deferred for up to fifteen months from the closing date. Kumovis, which is part of the Healthcare segment and reporting unit, utilizes polyether ether keton or “PEEK” materials, which has properties that lend it to many medical applications, including many implant applications, that fit into our personalized healthcare operations. The acquisition’s near term impact on the Company’s results of operations and cash flows are expected to be dilutive.

In conjunction with the Kumovis acquisition, the Company and the non-controlling shareholders entered into a put/call option agreement whereby the Company has the option to purchase from the non-controlling shareholders and the non-controlling shareholders have the option to sell to the Company the remaining 6.25% ownership interest of Kumovis at a later date based on an exercise price to be calculated based on the achievement of pre-determined revenue and gross profit targets. 50% of the Kumovis common shares related to the put/call can be exercised upon the achievement of an initial revenue and gross profit target while the remaining 50% can be exercised upon the achievement of a second revenue and gross profit target. If one or both sets of targets are not met after 5.75 years from the acquisition date, there is a floor strike price that must be exercised. Up to 50% of the exercise price can be paid in Company commons stock at the election of 3D Systems. This arrangement results in an RNCI for which an estimated fair value of $2,418 was recorded as of the acquisition date. The actual fair value of the RNCI is in process of being determined as part of business combination accounting.

We accounted for the acquisition of Kumovis using the acquisition method as prescribed by ASC 805, "Business Combinations" (“ASC 805”). In accordance with valuation methodologies described in ASC 820, "Fair Value Measurement" (“ASC 820”), the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of the Kumovis acquisition. Below is the fair value of consideration transferred.

(in thousands)
Cash Paid at acquisition$34,098 
Deferred cash consideration3,628 
Estimated Fair Value of RNCI2,418 
Total fair value of consideration transferred$40,144 

Shown below is the preliminary purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:
12


(in thousands)
Current assets, including cash acquired of $125
$1,408 
Intangible assets:
Product technology$7,886 
Trade name5,602 
Total intangible assets13,488 
Goodwill26,277 
Other assets705 
Liabilities:
Accounts payable and accrued liabilities$332 
Deferred revenue70 
Deferred Tax Liability1,332 
Total liabilities1,734 
Net assets acquired$40,144 

As of June 30, 2022, the purchase price allocation for Kumovis is preliminary. The Company has performed a preliminary valuation of the fair market value of acquired assets and liabilities and continues to review and adjust the values. Additionally, the Company is in the process of determining the acquisition date fair value of the RNCI. The Company is also reviewing the final closing balance sheets and may adjust the assets and liabilities based on its final review. The Company is also in the process of completing the pre-acquisition tax returns to determine the final tax positions, including net operating losses and any required valuation allowance. The final purchase price allocations will be completed when the Company has finished and reviewed the valuations, the acquired balance sheets and the pre-acquisition tax returns. The final allocations could differ materially from the preliminary allocations. The final allocations may include changes in allocations to acquired intangible assets and goodwill, changes to assets and liabilities, including but not limited to tax assets and liabilities, including deferred taxes and changes to the RNCI. The estimated useful lives of acquired intangible assets are also preliminary.

On April 1, 2022, we completed the 100% acquisition of Titan Additive LLC ("Titan") for an all-cash purchase price of $39,500, before customary closing adjustments. Titan, which is part of Industrial segment and reporting unit, is a pellet-based extrusion platform that addresses customer applications requiring large build volumes, superior performance, and improved productivity at significantly lower cost. We believe the acquisition of Titan will open up new markets in the Industrial segment. The impact of the acquisition is not expected to have a near-term material impact to the Company's financial position, statement of operations or cash flows.

We accounted for the acquisition of Titan using the acquisition method as prescribed by ASC 805. In accordance with valuation methodologies described in ASC 820, the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of the Titan acquisition.

Shown below is the preliminary purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:

13


(in thousands)
Current assets$661 
Intangible assets:
Product technology$9,370 
Trade name5,580 
Total intangible assets14,950 
Goodwill24,043 
Other assets479 
Liabilities:
Accounts payable and accrued liabilities$223 
Deferred revenue410 
Total liabilities633 
Net assets acquired$39,500 

As of June 30, 2022, the purchase price allocation for Titan is preliminary. The Company has performed a preliminary valuation of the fair market value of acquired assets and liabilities and continues to review and adjust the values. The Company is also reviewing the final closing balance sheets and may adjust the assets and liabilities based on its final review. The Company is also in the process of completing the pre-acquisition tax returns in order to determine the final tax positions, including net operating losses and any required valuation allowance. The final purchase price allocations will be completed when the Company has finished and reviewed the valuations, the acquired balance sheets and the pre-acquisition tax returns. The final allocations could differ materially from the preliminary allocations. The final allocations may include changes in allocations to acquired intangible assets and goodwill, changes to assets and liabilities, including but not limited to tax assets and liabilities, including deferred taxes. The estimated useful lives of acquired intangible assets are also preliminary.

In March 2022, we and the Saudi Arabian Industrial Investments Company ("Dussur") signed an agreement to form a joint venture intended to expand the use of additive manufacturing within the Kingdom of Saudi Arabia and surrounding geographies, including the Middle East and North Africa. The joint venture is to enable the development of Saudi Arabia's domestic additive manufacturing production capabilities, consistent with the Kingdom’s ‘Vision 2030,’ which is focused on diversification of the economy and long-term sustainability. Once the joint venture is formed, 3D Systems will own approximately 49% and is committed to an initial investment of about $6,500. Additional future investments are contingent upon achievement of certain milestones by the joint venture. The expected impact on the Company’s financial position, results of operations and cash flows are not expected to be material other than the cash outflow(s) related to the initial and contingent investments.

In March 2022, we made a $10,000 investment in convertible preferred shares for an approximate 26.6% ownership in Enhatch Inc. ("Enhatch"), the developer of the Intelligent Surgery Ecosystem, and simultaneously entered into a collaboration and supply agreement with Enhatch. We also obtained warrants to purchase additional shares of Enhatch and the right to purchase, in the future, the remaining shares of Enhatch that 3D Systems does not own if certain revenue targets are achieved. Enhatch's Intelligent Surgery Ecosystem provides technologies which streamline and scale the design and delivery of patient-specific medical devices by automating the process. Incorporating these capabilities into 3D Systems’ workflow for patient-specific solutions, which includes advanced software, expert treatment planning services, custom implants and instrumentation design, and industry-leading production processes, which will help more efficiently meet the growing demand for personalized medical devices. The expected impact on the Company’s financial position, results of operations and cash flows is not expected be material other than potential future cash used to exercise the warrants or call option. The investment, including the call option and warrants, is recorded in other assets on the consolidated balance sheet.

As of the investment date, a fair value was determined for each element, the convertible preferred shares, the call option and the warrant, for which the total fair value of all three was $10,000. After the investment date, the convertible preferred shares and call option are recorded at their initial fair value and are evaluated for impairment or the existence of an orderly and observable transaction indicating a change in value is appropriate for which the adjustment will be recorded through the statement of operations. The warrants will be marked to market on a quarterly basis with the changes in value recorded through the statement of operations. The fair value of the convertible preferred shares/call option and warrant as of the investment date was $9,670 and $330, respectively.

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On November 1, 2021, we acquired Oqton, Inc. (“Oqton”), for $187,425, of which $106,785 was paid in cash and the remainder was paid via the issuance of 2,553 shares of the Company’s common stock having a fair value at the date of issuance of $80,697. The acquisition’s near term impact on the Company’s results of operations and cash flows are expected to be dilutive. Oqton's operating results are reported in the Industrial segment. We incurred approximately $1,780 of acquisition related expenses.

Oqton is a software company that creates an intelligent, cloud-based Manufacturing Operating System (MOS) platform tailored for flexible production environments that increasingly utilize a range of advanced manufacturing and automation technologies, including additive manufacturing solutions, in their production workflows. The cloud-based solution leverages the Industrial Internet of Things, artificial intelligence, and machine learning technologies to deliver a solution for customers to automate their digital manufacturing workflows, scale their operations and enhance their competitive position. The Oqton acquisition will allow the Company to expand its existing additive manufacturing software suite to the entire additive industry.

We accounted for the acquisition of Oqton using the acquisition method as prescribed by ASC 805. In accordance with valuation methodologies described in ASC 820, the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of the Oqton acquisition.

Shown below is the preliminary purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:

(in thousands)
Current assets, including cash acquired of $3,454
$8,344 
Intangible assets:
Product technology$12,600 
Trade name7,300 
Total intangible assets19,900 
Goodwill165,611 
Other assets703 
Liabilities:
Accounts payable and accrued liabilities$6,643 
Deferred revenue490 
Total liabilities7,133 
Net assets acquired$187,425 

The Company has performed a preliminary valuation of the fair market value of acquired assets and liabilities. The Company is also reviewing the final closing balance sheets and may adjust the assets and liabilities based on its final review. The Company is also in the process of completing the final 2021 tax returns in order to determine the final tax positions, including net operating losses and any required valuation allowance. The final purchase price allocation will be completed when the Company has finished and reviewed the valuations, the acquired balance sheets and the pre-acquisition tax returns. The final allocations could differ materially from the preliminary allocations. The final allocations may include changes in allocations to acquired intangible assets and goodwill, changes to assets and liabilities, including but not limited to tax assets and liabilities, including deferred taxes. The estimated useful lives of acquired intangible assets are also preliminary.

On December 1, 2021, we acquired Volumetric Biotechnologies, Inc. (“Volumetric”), for $40,173 of which $24,814 was paid in cash and the remainder was paid via the issuance of 720 shares of the Company's common stock having a fair value on the date of issuance of $15,358. Additional payments of up to $355,000 are possible upon the attainment of seven non-financial milestones through December 31, 2030 to 2035 and the continued employment of certain key individuals from Volumetric. Any additional payments made will be paid approximately half in cash and half in shares of the Company’s common stock. The additional payments are considered compensation expense which will be recorded ratably from the time a milestone is deemed probable of achievement to the estimated time of achievement. Any compensation expense recorded will be reversed if the milestone is no longer probable of achievement. One of the seven milestones is considered probable of achievement for which $3,979 and $7,959 of expense was recorded in the three and six months ended June 30, 2022. Volumetric is part of the Healthcare reporting unit and segment. The acquisition’s near-term impact on the Company's results of operations and cash flows are expected to be dilutive. The impact of potential share issuance related to the achievement of milestones is not included in dilutive shares until the milestone is met. We incurred approximately $1,306 of acquisition related expenses.

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Volumetric’s mission is to develop the ability to manufacture human organs using bioprinting methods and the underlying technologies required to create these highly complex biological structures. With this acquisition, 3D Systems seeks to expand our capabilities and capacity in 3D printing related to bio-printing and regenerative medicine. Combining 3D Systems' regenerative medicine group with Volumetric’s highly complementary skill sets of biological expertise and cellular engineering is expected to accelerate our core regenerative medicine strategies which include the bio-printing of human organs, additional non-organ applications and bio-printing technologies for research labs.

We accounted for the acquisition of Volumetric using the acquisition method as prescribed by ASC 805. In accordance with valuation methodologies described in ASC 820, the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of acquisition.

Shown below is the updated preliminary purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, as of the date of the Volumetric acquisition:

(in thousands)
Current assets, including cash acquired of $389
$3,143 
Intangible assets:
Developed Technology$1,100 
Distributor Relationship400 
Total intangible assets1,500 
Goodwill37,492 
Other assets1,194 
Liabilities:
Accounts payable and accrued liabilities3,156 
Total liabilities3,156 
Net assets acquired$40,173 

As of June 30, 2022, the purchase price allocation for Volumetric is preliminary. The Company has performed a valuation of the fair market value of acquired assets and liabilities and continues to review and adjust the values. The Company is also reviewing the final closing balance sheets and may adjust the assets and liabilities based on its final review. The Company is also in the process of completing the final 2021 tax returns in order to determine the final tax positions, including net operating losses and any required valuation allowance. The final purchase price allocation will be completed when the Company has finished and reviewed the valuations, the acquired balance sheets and the pre-acquisition tax returns. The final allocation could differ materially from the preliminary allocations. The final allocations may include changes in allocations to acquired intangible assets and goodwill, changes to assets and liabilities, including but not limited to tax assets and liabilities, including deferred taxes. The estimated useful lives of acquired intangible assets are also preliminary.

In May 2021, we purchased Allevi, Inc. to expand regenerative medicine initiatives into medical and pharmaceutical research and development laboratories. Additionally, in June 2021, we closed the acquisition of a German software firm, Additive Works GmbH (“Additive”). Additive expands the simulation capabilities for rapid optimization of industrial-scale 3D printing processes. The purchase price for both acquisitions, individually and combined, and the impacts to the Company’s financial position, results of operations and cash flows are not material.

Acquisitions of Noncontrolling Interests

As of December 31, 2018, the Company owned approximately 70% of the capital and voting rights of Easyway, a service bureau and distributor of 3D printing and scanning products in China. Approximately 65% of the capital and voting rights of Easyway were acquired on April 2, 2015, and an additional 5% of the capital and voting rights of Easyway were acquired on July 19, 2017 for $2,300. The remaining 30% of the capital and voting rights of Easyway were acquired on January 21, 2019 for $13,500 to be paid in installments over four years for which $2,300 and $4,000 were paid in the first half of 2022 and 2021, respectively. As of June 30, 2022 there are no more installments due.

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(3) Revenue

We account for revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.”

Performance Obligations

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

At June 30, 2022, we had $127,096 of outstanding performance obligations, comprised of deferred revenue, customer order backlog and customer deposits. We expect to recognize approximately 87.9% of deferred revenue as revenue within the next twelve months, an additional 8.0% by the end of 2023 and the remaining balance thereafter.

Revenue Recognition

Revenue is recognized when control of the promised products or services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for 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 allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. The amount of consideration received and revenue recognized may vary based on changes in marketing incentive programs offered to our customers. 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. 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 upon delivery of a key code which allows the customer to download the software. Customers may purchase post-sale support. Generally, the first year of post-sale support is included as part of the initial software sale 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

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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 $3,342 and $2,040 in revenue related to collaboration arrangements with customers for the quarters ended June 30, 2022 and 2021, respectively. The Company recognized $5,774 and $3,847 related to collaboration arrangements with customers for the six months ended June 30, 2022 and 2021, respectively.

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 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.

We have also recently commenced selling software as a service whereby the customer has the right to access the software. Revenue is recognized ratably over the related subscription period as our performance obligation to provide access to the software is progressively fulfilled over the stated term of the contract.

ODM 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. We sold ODM in the third quarter of 2021. See Note 2.

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.

Our terms of sale generally provide payment terms that are customary in the countries where we transact business. To reduce credit risk in connection with certain sales, we may, depending upon the circumstances, require significant deposits, letters of credit 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 items, we estimate SSP using historical transaction data. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when the product or service is not sold separately, 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, we may use information such as the size of the customer and geographic region in determining the SSP.

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The determination of SSP is a regular 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.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), customer deposits and deferred revenues (contract liabilities) on the condensed 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 the remainder of the owed contract price. Unbilled receivables generally result from items being shipped or services being performed where the customer has not been charged, but for which revenue had been recognized. 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 six months ended June 30, 2022. In circumstances where a customer arrangement results in both a contract asset and contract liability these assets and liabilities are netted for balance sheet presentation purposes.

For the six months ended June 30, 2022, we recognized revenue of $20,996 related to our contract liabilities at December 31, 2021. For the six months ended June 30, 2021, we recognized revenue of $24,740 related to our contract liabilities at December 31, 2020.

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.

(4) Segment Information

Effective January 1, 2021, we identified two operating segments, Healthcare and Industrial.

This change in reportable segments was necessitated as a result of changes to our enterprise wide financial reporting to reflect the re-organization of the business into the Healthcare and Industrial verticals that were launched January 1, 2021 at the request of our CODM. These changes resulted in revisions to the financial information provided to the CODM on a recurring basis in his evaluation of financial performance of the Company and in the decision-making process driving future operating performance.
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The following tables set forth our operating results by segment:
Three Months Ended June 30,
20222021
HealthcareIndustrialConsolidatedHealthcareIndustrialConsolidated
(in thousands)
Revenue(a)
$71,746 $68,299 $140,045 $82,826 $79,731 $162,557 
Cost of sales45,130 41,777 86,907 44,207 49,345 93,552 
Gross profit26,616 26,522 $53,138 38,619 30,386 69,005 
Less:
Segment operating expenses17,747 24,058 41,805 16,366 20,528 36,894 
Segment operating income8,869 2,464 11,333 22,253 9,858 32,111 
General corporate expense, net(b)
43,371 42,171 
Operating (loss)$(32,038)$(10,060)

Six Months Ended June 30,
20222021
HealthcareIndustrialConsolidatedHealthcareIndustrialConsolidated
(in thousands)
Revenue(a)
$136,091 $136,955 $273,046 $155,347 $153,326 $308,673 
Cost of sales84,762 81,351 166,113 82,865 92,563 175,428 
Gross profit51,329 55,604 $106,933 72,482 60,763 133,245 
Less:
Segment operating expenses34,757