3 D SYSTEMS CORP
10-Q, 2000-05-12
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       OR

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

                           Commission File No. 0-22250



                             3D SYSTEMS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                  DELAWARE                                    95-4431352
         -------------------------------                   -------------------
         (State or other jurisdiction of                   (I.R.S. Employer
         Incorporation or Organization)                    Identification No.)


                  26081 AVENUE HALL, VALENCIA, CALIFORNIA   91355
               -----------------------------------------------------
               (Address of Principal Executive Offices)   (Zip Code)


                                 (661) 295-5600
               -----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

         Indicate by check mark whether the Registrant (1) has filed all reports
         required to be filed by Section 13 or 15(d) of the Securities Exchange
         Act of 1934 during the preceding 12 months (or for such shorter period
         that the Registrant was required to file such report(s), and (2) has
         been subject to such filing requirements for the past 90 days.


                              Yes    X      No
                                  ------       ------

         Shares of Common Stock, par value $0.001, outstanding as of May 5,
         2000:  11,898,755

                                       Page 1 of 17

<PAGE>

                             3D SYSTEMS CORPORATION


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                   Page Number
                                                                                                   -----------
<S>                                                                                                <C>
         PART I.FINANCIAL INFORMATION

                ITEM 1.      Financial Statements

                      Consolidated Balance Sheets as of
                      March 31, 2000 and December 31, 1999              ......................................3

                      Consolidated Statements of Operations
                      For the Three Month Periods Ended
                      March 31, 2000 and April 2, 1999                  ..................................... 4

                      Consolidated Statements of Cash Flows
                      For the Three Month Periods Ended
                      March 31, 2000 and April 2, 1999                  ..................................... 5

                      Consolidated Statements of Comprehensive Income
                      For the Three Month Periods Ended
                      March 31, 2000 and April 2, 1999                  ......................................6

                      Notes to Consolidated Financial Statements        ..................................... 7

                ITEM 2.      Management's Discussion and Analysis of Financial
                             Condition and Results of Operations        ......................................10

                ITEM 3.      Quantitative and Qualitative Disclosures
                             About Market Risk                          ......................................15

         PART II.     OTHER INFORMATION

                ITEM 6.      Exhibits and Reports on Form 8-K           ......................................16
</TABLE>

                                       Page 2 of 17

<PAGE>


                             3D SYSTEMS CORPORATION
                          Consolidated Balance Sheets
                   As of March 31, 2000 and December 31, 1999
                                  (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

ASSETS                                                    March 31, 2000         December 31, 1999
                                                         ------------------      ------------------
<S>                                                      <C>                     <C>
Current assets:
  Cash and cash equivalents                                  $ 11,308              $ 12,553
  Accounts receivable, less allowances for
   doubtful accounts of $2,841 (2000) and  $2,912 (1999)       26,116                26,772
  Current portion of lease receivables                            944                   607
  Inventories                                                  11,804                 8,786
  Deferred tax assets                                           2,355                 2,355
  Prepaid expenses and other current assets                     1,866                 2,028
                                                          ------------------      ------------------
       Total current assets                                  $ 54,393              $ 53,101

Property and equipment, net                                    15,270                16,245
Licenses and patent costs, net                                  9,010                 9,135
Deferred tax assets                                             7,381                 7,658
Lease receivables, less current portion                         2,606                 2,436
Other assets                                                    2,344                 2,083
                                                          ------------------      ------------------
                                                             $ 91,004              $ 90,658
                                                          ==================      ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                           $  5,847              $  5,838
  Accrued liabilities                                           7,964                 8,741
  Current portion of long-term debt                               115                   110
  Customer deposits                                               420                   345
  Deferred revenues                                             8,039                 6,848
                                                          ------------------      ------------------
       Total current liabilities                               22,385                21,882

Other liabilities                                               3,693                 4,673
Long-term debt, less current portion                            4,435                 4,495
                                                          ------------------      ------------------
                                                               30,513                31,050
                                                          ------------------      ------------------

Stockholders' equity:
  Preferred stock, $.001 par value.  Authorized 5,000
    shares; none issued                                             -                     -
  Common stock, $.001 par value.  Authorized 25,000
    shares; issued 11,899 and outstanding 11,674 (2000)
      and issued 11,658 and outstanding 11,433 (1999)              12                    12
  Capital in excess of par value                               76,286                75,064
  Notes receivable from officers                                 (240)                 (240)
  Accumulated deficit                                         (10,986)              (12,066)
  Accumulated other comprehensive loss                         (3,041)               (1,622)
  Treasury stock, at cost, 225 shares (2000 and 1999)          (1,540)               (1,540)
                                                          ------------------      ------------------
        Total stockholders' equity                             60,491                59,608
                                                          ------------------      ------------------
                                                             $ 91,004              $ 90,658
                                                          ==================      ==================
</TABLE>
See accompanying notes to consolidated financial statements.

                                       Page 3 of 17

<PAGE>

                             3D SYSTEMS CORPORATION
                     Consolidated Statements of Operations
           Three Month Periods Ended March 31, 2000 and April 2, 1999
                                  (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                               For the Three Month Periods Ended
                                             --------------------------------------
                                                March 31, 2000   April 2, 1999
                                             ------------------  ------------------
<S>                                          <C>                 <C>
Sales:
  Products                                          $ 15,672      $ 15,278
  Services                                             7,340         7,406
                                             ------------------  ------------------
     Total sales                                      23,012        22,684
                                             ------------------  ------------------

Cost of sales:
  Products                                             6,951         8,535
  Services                                             5,263         4,955
                                             ------------------  ------------------
     Total cost of sales                              12,214        13,490
                                             ------------------  ------------------

Gross profit                                          10,798         9,194
Operating expenses:
  Selling, general and administrative                  7,333        10,230
  Research and development                             1,871         2,443
                                             ------------------  ------------------
     Total operating expenses                          9,204        12,673
                                             ------------------  ------------------
Income (loss) from operations                          1,594        (3,479)

Interest income                                          132           177
Interest and other expense                               (90)          (51)
                                             ------------------  ------------------
Income (loss) before provision for income taxes        1,636        (3,353)

Provision for income taxes (benefit)                     556        (1,073)
                                             ------------------  ------------------
Net income (loss)                                   $  1,080      $ (2,280)
                                             ==================  ==================

Shares used to calculate basic net income
   (loss) per share                                   11,551        11,390
                                             ==================  ==================
Basic net income (loss) per share                   $   0.09      $  (0.20)
                                             ==================  ==================

Shares used to calculate diluted net income
   (loss) per share                                   12,340        11,390
                                             ==================  ==================

Diluted net income (loss) per share                 $   0.09      $  (0.20)
                                             ==================  ==================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       Page 4 of 17

<PAGE>

                             3D SYSTEMS CORPORATION
                     Consolidated Statements of Cash Flows
           Three Month Periods Ended March 31, 2000 and April 2, 1999
                                  (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                   2000                 1999
                                                                             -----------------    ----------------
<S>                                                                          <C>                  <C>
OPERATING ACTIVITIES:
  Net income (loss)                                                             $  1,080             $ (2,280)
  Adjustments to reconcile net income (loss) to net cash
   used for operating activities:
      Deferred income taxes                                                          277                  ---
      Depreciation and amortization                                                1,757                1,338
      Provision for accounts receivable                                              (26)                 281
      Increase (decrease) in cash resulting from changes in:
         Accounts receivable                                                          80               (1,720)
         Lease receivables                                                          (507)                 525
         Inventories                                                              (3,536)              (1,257)
         Prepaid expenses and other current assets                                   162                 (722)
         Other assets                                                               (406)              (1,357)
         Accounts payable                                                             83                  340
         Accrued liabilities                                                        (777)              (1,379)
         Customer deposits                                                            75                  354
         Deferred revenues                                                         1,191                 (383)
         Other liabilities                                                          (980)                 495
                                                                             -----------------    ----------------
            Net cash used for operating activities                                (1,527)              (5,765)

INVESTING ACTIVITIES:
  Purchase of property and equipment                                              (1,128)              (1,426)
  Disposition of property and equipment                                              734                  849
  License and patent costs                                                          (118)                 (88)
  Proceeds from short-term investments                                               ---                 (498)
                                                                             -----------------    ----------------
            Net cash used for investing activities                                  (512)              (1,163)

FINANCING ACTIVITIES:
  Exercise of stock options                                                        1,222                   83
  Repayments of note payable                                                         (55)                 (50)
                                                                             -----------------    ----------------
            Net cash provided by financing activities                              1,167                   33

  Effect of exchange rate changes on cash                                           (373)                 559
                                                                             -----------------    ----------------
Net decrease in cash and cash equivalents                                         (1,245)              (6,336)
Cash and cash equivalents at the beginning of the period                          12,553               15,912
                                                                             -----------------    ----------------
Cash and cash equivalents at the end of the period                              $ 11,308             $  9,576
                                                                             =================    ================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       Page 5 of 17

<PAGE>

                          3D SYSTEMS CORPORATION
               Consolidated Statements of Comprehensive Income
          Three Month Periods Ended March 31, 2000 and April 2, 1999
                              (Unaudited)
                             (in thousands)

<TABLE>
<CAPTION>
                                                                                  2000                  1999
                                                                             -----------------    ----------------
<S>                                                                          <C>                  <C>
Net income (loss)                                                               $ 1,080              $ (2,280)
Foreign currency translation                                                     (1,419)               (1,228)
                                                                             -----------------    ----------------
      Comprehensive loss                                                        $  (339)             $ (3,508)
                                                                             =================    ================
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       Page 6 of 17

<PAGE>

                             3D SYSTEMS CORPORATION
                   Notes to Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999
                                   (Unaudited)


(1)  Basis of  Presentation

     The accompanying unaudited consolidated financial statements of 3D Systems
     Corporation and subsidiaries (the "Company") are prepared in accordance
     with instructions to Form 10-Q and, in the opinion of management, include
     all material adjustments (consisting only of normal recurring accruals)
     which are necessary for the fair presentation of results for the interim
     periods. The Company reports its interim financial information on a 13-week
     basis ending the last Friday of each quarter, and reports its annual
     financial information through the calendar year ended December 31. These
     unaudited consolidated financial statements should be read in conjunction
     with the consolidated financial statements and the notes thereto included
     in the Company's Annual Report on Form 10-K for the year ended December 31,
     1999. The results of the three month period ended March 31, 2000 are not
     necessarily indicative of the results to be expected for the full year.

(2)  Significant Accounting Policies

     In December 1999, the Securities and Exchange Commission issued Staff
     Accounting Bulletin No. 101, "Revenue Recognition in Financial
     Statements" (SAB 101), which provides additional guidance in applying
     generally accepted accounting principles to revenue recognition in the
     financial statements. We have evaluated the provisions of SAB 101 and
     believe its impact on our revenue recognition policy is immaterial.

(3) Inventories (in thousands):
<TABLE>
<CAPTION>
                                                 March 31, 2000              December 31, 1999
                                                -----------------            -----------------
<S>                                             <C>                          <C>
        Raw materials                           $           1,256            $           1,633
        Work in progress                                      650                          778
        Finished goods                                      9,898                        6,375
                                                -----------------            -----------------
                                                $          11,804            $           8,786
                                                =================            =================
</TABLE>
(4) Property and Equipment (in thousands):
<TABLE>
<CAPTION>
                                                 March 31, 2000              December 31, 1999
                                                -----------------            -----------------
<S>                                             <C>                          <C>
        Land and building                       $           4,637            $           4,637
        Machinery and equipment                            19,431                       20,420
        Office furniture and equipment                      3,135                        3,083
        Leasehold improvements                              2,822                        2,836
        Rental equipment                                      984                        1,014
        Construction in progress                               99                           97
                                                -----------------            -----------------
                                                           31,108                       32,087

        Less accumulated depreciation                     (15,838)                     (15,842)
                                                -----------------            -----------------
                                                $          15,270            $          16,245
                                                =================            =================
</TABLE>

                                       Page 7 of 17

<PAGE>

                             3D SYSTEMS CORPORATION
                   Notes to Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999
                                   (Unaudited)
(5)  Interest income and interest and other expense

     This primarily consists of interest income, interest expense and other
     expenses related to investment and leasing activities.

(6)  Employee Stock Purchase Plan

     In May 1998, the Company established the 1998 Employee Stock Purchase Plan
     to provide eligible employees the opportunity to acquire limited amounts of
     the Company's common stock. Under the plan, participants will receive
     options to purchase shares, which are exercisable no later than one year
     from the date of grant. The exercise price of each option will be the
     lesser of (I) 85% of the fair market value of the shares on the date the
     option is granted or (II) 85% of the fair market value of shares on the
     last day of the period during which the option is outstanding. An aggregate
     of 600,000 shares of common stock have been reserved for issuance under the
     plan. As of March 31, 2000, 101,237 shares have been purchased through this
     plan.

(7)  Computation of Earnings Per Share

     In accordance with Statement of Financial Accounting Standards No. 128,
     "Earnings Per Share", basic net income (loss) per share is computed by
     dividing net income (loss) by the weighted average number of shares of
     common stock outstanding during the period. Dilutive net income (loss)
     per share is computed by dividing net income (loss) by the weighted
     average number of shares of common stock outstanding plus the number
     of additional common shares that would have been outstanding if all
     dilutive potential common shares had been issued. Potential common shares
     related to stock options and stock warrants are excluded from the
     computation when their effect is antidilutive.

     The following is a reconciliation of the numerator and denominator of the
     basic and diluted earnings per share (EPS) computations for the three month
     periods ended March 31, 2000 and April 2, 1999 (in thousands):

<TABLE>
<CAPTION>
                                                                                  2000                         1999
                                                                            -----------------            -----------------
<S>                                                                         <C>                          <C>
         Numerator:
         Net income (loss): numerator for basic net income (loss)
          per share and dilutive net income (loss) per share                $           1,080            $         (2,280)
                                                                            =================            =================

         Denominator:
         Denominator for basic net income (loss) per
          share-weighted average shares                                                11,551                      11,390

         Effect of dilutive securities:
          Stock options and warrants                                                      789                         ---
                                                                            -----------------            -----------------

         Denominator for dilutive net income (loss) per share                          12,340                      11,390
                                                                            =================            =================
</TABLE>

Common shares related to stock options and stock warrants that are antidilutive
amounted to 337,550 shares and 1,974,765 shares for the three months ended March
31, 2000 and April 2, 1999, respectively.

                                       Page 8 of 17

<PAGE>

                             3D SYSTEMS CORPORATION
                   Notes to Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999
                                   (Unaudited)


(7)  Geographic Segment Information

     All of the Company's assets are devoted to the manufacture and sale of
     Company systems, together with related supplies and services. The Company
     attributes revenues to geographic areas based on shipment in the country of
     origination.

     Summarized data for the Company's operations are as follows:

<TABLE>
<CAPTION>
                                                 USA          Europe       Asia      Elimination      Total
                                            ------------- ------------- ---------- --------------- ----------
                                                                     (in thousands)
<S>                                         <C>           <C>           <C>        <C>             <C>
     For the period ended March 31, 2000:
         Sales to unaffiliated customers       $11,506        9,270        2,236         ---         $23,012
         Inter-area sales                       $3,278         999          ---        (4,277)         ---
         Income (loss) from operations           $889          705          ---          ---         $1,594

     For the period ended April 2, 1999:
         Sales to unaffiliated customers       $12,249        9,537         898          ---         $22,684
         Inter-area sales                      $ 4,624          858         ---       (5,482)          ---
         Income (loss) from operations         $(4,557)       1,386         ---         (308)       $(3,479)
</TABLE>

     Inter-area sales to the Company's foreign subsidiaries are recorded at
     amounts consistent with prices charged to distributors, which are above
     cost.

                                       Page 9 of 17

<PAGE>

                             3D SYSTEMS CORPORATION

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

     This discussion should be read in conjunction with the consolidated
     financial statements and notes thereto included in Item 1 of this
     Quarterly Report and the audited consolidated financial statements and
     notes thereto, Management's Discussion and Analysis of Results of
     Operations and Financial Condition, and Cautionary Statements and Risk
     Factors for the year ended December 31, 1999 contained in the Company's
     1999 Form 10-K.

     Except for the historical information contained herein, the following
     discussion contains forward-looking statements that involve risks and
     uncertainties. The Company's future results could differ materially from
     those discussed herein. Factors that could cause or contribute to these
     differences include, but are not limited to: the ability of the Company
     to contain costs, increase recurring revenue, maintain gross revenues at
     a level necessary to maintain gross profit margins, the availability and
     acceptance of products, the impact of competitive products and pricing,
     dependence on key personnel and suppliers, industry-wide domestic and
     international economic conditions and other risks detailed in the
     Company's SEC report on Form 10-K for the year ended December 31, 1999
     under the section entitled "Cautionary Statements and Risk Factors."

     OVERVIEW

     We develop, manufacture and market worldwide solid imaging systems
     designed to rapidly produce physical objects from the digital output of
     solid or surface data from computer aided design and manufacturing
     ("CAD/CAM") and related computer systems. Our systems include
     SLA-Registered Trademark- stereolithography apparatus equipment and
     ThermoJet-TM- solid object printers.

     SLA industrial systems use our proprietary stereolithography ("SL")
     technology, a solid imaging process which uses a laser beam to expose and
     solidify successive layers of photosensitive epoxy resin until the desired
     object is formed to precise specifications in epoxy or acrylic resin.
     SL-produced parts can be used for concept models, engineering prototypes,
     patterns and masters for molds, consumable tooling, and short-run
     manufacturing of final product, among other applications. ThermoJet solid
     object printers employ hot melt ink jet technology to build models in
     successive layers using our proprietary thermoplastic material. These
     printers, about the size of an office copier, are designed for operation in
     engineering and design office environments. The ThermoJet solid object
     printer output can be used as patterns and molds, and when combined with
     other secondary processes, can produce parts with representative end-use
     properties.

     We have sold 1,624 systems since 1988. Our customers include major
     corporations in a broad range of industries including manufacturers of
     automotive, aerospace, computer, electronic, consumer, and medical
     products. Our revenues are generated by product and service sales. Product
     sales are comprised of sales of systems and related equipment, materials,
     software and other component parts, as well as rentals of systems. Service
     sales include revenues from a variety of on-site maintenance services,
     customer training, services provided by our Technology Centers and
     licensing of 3D Keltool-Registered Trademark- process and support services.

     During the quarter ended March 31, 2000, we continued to show improvement
     as a result of the new operating plan which was put in place in the fourth
     quarter of 1999. The major components of this plan include margin
     improvements, operating expense savings, workforce reductions, more focused
     research and development activities and increased emphasis on recurring
     revenues. We began to realize benefits from the new operating plan in the
     fourth quarter of 1999 and we continued to realize benefits from this
     operating plan in the first quarter of 2000.

                                       Page 10 of 17

<PAGE>

                             3D SYSTEMS CORPORATION


     RESULTS OF OPERATIONS

     The following table sets forth the percentage relationship of certain items
     from the Company's Statement of Operations and Total Revenues:

<TABLE>
<CAPTION>
                                                   Percentage of Total Revenues
                                                    Three Month Periods Ended
                                                  ------------------------------
                                                  March 31, 2000  April 2, 1999
                                                  --------------  -------------
<S>                                               <C>             <C>
Sales:
  Products                                                 68.1%       67.4%
  Services                                                 31.9%       32.6%
                                                  --------------  -------------
    Total sales                                           100.0%      100.0%
                                                  --------------  -------------

Cost of sales:
  Products                                                 30.2%       37.6%
  Services                                                 22.9%       21.9%
                                                  --------------  -------------
    Total cost of sales                                    53.1%       59.5%
                                                  --------------  -------------

Total gross profit                                         46.9%       40.5%
Gross profit - products                                    55.6%       44.1%
Gross profit - services                                    28.3%       33.1%
Selling, general and administrative expenses               31.9%       45.1%
Research and development expenses                           8.1%       10.8%
Income (loss) from operations                               6.9%      (15.3)%
Interest income and interest and other expense, net         0.2%        0.6%
Provision for (benefit from) income taxes                   2.4%       (4.7)%
Net income (loss)                                           4.7%      (10.1)%
</TABLE>

                                       Page 11 of 17


<PAGE>

                             3D SYSTEMS CORPORATION
          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)


     The following table sets forth, for the periods indicated, total revenues
     attributable to each of the Company's major products and services groups,
     and those revenues as a percentage of total sales:
<TABLE>
<CAPTION>
                                           Three Month Periods Ended
                                        March 31, 2000     April 2, 1999
                                        --------------     -------------
                                                (in thousands,
                                            except for percentages)
<S>                                     <C>                <C>
      Products:
        Systems and related equipment   $        9,258    $       10,830
        Materials                                5,744             3,920
        Other                                      670               528
                                        --------------     -------------
          Total products                        15,672            15,278
                                        --------------     -------------

      Services:
        Maintenance                              6,528             6,488
        Other                                      812               918
                                        --------------     -------------
          Total services                         7,340             7,406
                                        --------------     -------------
        Total sales                     $       23,012     $      22,684
                                        ==============     =============

      Products:
        Systems and related equipment            40.2%             47.7%
        Materials                                25.0%             17.3%
        Other                                     2.9%              2.4%
                                        --------------     -------------
          Total products                         68.1%             67.4%
                                        --------------     -------------

      Services:
        Maintenance                              28.4%             28.6%
        Other                                     3.5%              4.0%
                                        --------------     -------------
          Total services                         31.9%             32.6%
                                        --------------     -------------
        Total sales                             100.0%            100.0%
                                        ==============     =============
</TABLE>

                                       Page 12 of 17

<PAGE>

                             3D SYSTEMS CORPORATION
           Management's Discussion and Analysis of Financial Condition
                      And Results of Operations (Continued)

     THREE MONTH PERIOD ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTH PERIOD
     ENDED APRIL 2, 1999.

     SALES. Sales during the three month period ended March 31, 2000, (the
     "first quarter of 2000") were $23.0 million, a 1.4% increase from the $22.7
     million recorded during the three month period ended April 2, 1999 (the
     "first quarter of 1999").

     Product sales of $15.7 million were recorded for the first quarter of 2000,
     an increase of approximately 2.6% compared to $15.3 million for the first
     quarter of 1999. The increase in the dollar value of product sales is due
     primarily to the growth in material revenues of 46.5%. The increase in
     material revenue is due primarily to the increase in the installed base of
     machines and a stronger emphasis on recurring revenue related to the sale
     of materials derived from post-installation sales. We expect recurring
     revenue to continue to increase as a percent of total revenue as our
     installed machine base increases. This is a forward-looking statement and,
     as with other such statements, is subject to uncertainties. For example,
     the introduction of competitive materials may negatively impact the growth
     rate of recurring revenue.

     System sales decreased $1.6 million or 14.5% from the prior year. The
     decrease in machine sales results from several SLA industrial systems that
     did not ship prior to the quarter end and fewer than expected sales of our
     lower end SLA machines. System sales fluctuate from quarter to quarter, and
     we do not believe that the decline in SLA industrial systems is necessarily
     indicative of sales in any future quarter. These are forward-looking
     statements and are subject to uncertainties. For example, the exact timing
     of customer requirements and the extended procurement cycle of large dollar
     capital procurement in certain companies may significantly impact product
     sales in future quarters.

     In addition, we believe that system orders and resultant sales may
     fluctuate on a quarterly basis as a result of a number of other factors,
     including world economic conditions, fluctuations in foreign currency
     exchange rates, acceptance of new products and the timing of product
     shipments. Due to the price of certain systems, along with overall low
     shipment volumes, the acceleration or delay of a small number of shipments
     from one quarter to another can significantly affect the results of
     operations for the quarters involved.

     Service sales during the first quarter of 2000 totaled $7.3 million, a
     decrease of less than 1% from the first quarter of 1999 of $7.4 million.
     The decrease is due primarily to the impact of continued competitive
     pricing pressure on maintenance contracts and resultant multi-tiered
     pricing introduced in April, 1999 to provide greater customer service
     options and to more effectively compete in the marketplace.

                                       Page 13 of 17

<PAGE>

                             3D SYSTEMS CORPORATION
           Management's Discussion and Analysis of Financial Condition
                      And Results of Operations (continued)

     COST OF SALES. Cost of sales decreased to $12.2 million or 53.1% of sales
     in the first quarter of 2000 from $13.5 million or 59.5% of sales in the
     first quarter of 1999. The decrease is a result of a reduction in product
     cost of sales by $1.6 million offset by an increase of $0.3 million in
     service cost of sales.

     Product cost of sales as a percentage of product sales decreased to
     approximately 44.4% in the first quarter of 2000 from 55.9% in the first
     quarter of 1999. This decrease in the percentage of product costs to
     product sales was due primarily to a reduction in manufacturing overhead
     and component cost.

     Service cost of sales as a percentage of service sales increased to 71.7%
     in the first quarter of 2000 from 66.9% for the first quarter of 1999 as a
     result of continued competitive pricing with regard to service and
     maintenance contracts and a minimal increase in operating costs related to
     providing maintenance and time and material services.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
     administrative expenses ("SG&A") decreased $2.9 million or 28.3% in the
     first quarter of 2000 compared to the first quarter of 1999. The decrease
     was primarily the result of benefits associated with the operating plan
     adopted in late 1999, more focused selling and marketing efforts and costs
     associated with the launch of new products in the first quarter of 1999.

     RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses during
     the first quarter of 2000 decreased $0.6 million or 23.4% compared to the
     first quarter of 1999, due to more focused engineering efforts on specific
     development projects and reduced costs as a result of the introduction of
     new products in early 1999. Research and development expenses as a percent
     of total revenue was 8.1% in the first quarter of 2000 compared to 10.8% in
     the first quarter of 1999. Based on the foreseeable future, we anticipate
     that research and development expenses will equal approximately 8% of
     sales. This is a forward-looking statement, however, and, as with any such
     statement, is subject to risk. For example, if our total sales for any
     particular period do not meet our anticipated sales, research and
     development expenses as a percentage of sales may exceed 8%.

     OPERATING INCOME. Operating income for the first quarter of 2000 was $1.6
     million or 6.9% of revenue versus an operating loss of $3.5 million or
     15.3% of revenue in the first quarter of 1999. This is primarily
     attributable to decreased costs related to our manufacturing operations,
     decreased component costs of our systems, reduced SG&A expenses and lower
     research and development expenses.

     INTEREST INCOME AND INTEREST AND OTHER EXPENSE. Net other income decreased
     approximately 66.7% to $42,000 in the first quarter of 2000 compared to
     $126,000 in the first quarter of 1999, due primarily to a decrease in
     interest income. This decrease is the result of the lower investment
     balances in 2000 as compared to 1999.

                                       Page 14 of 17

<PAGE>

                             3D SYSTEMS CORPORATION
           Management's Discussion and Analysis of Financial Condition
                      And Results of Operations (Continued)

<TABLE>
<CAPTION>
     LIQUIDITY AND CAPITAL RESOURCES
                                                         March 31, 2000    December 31, 1999
                                                         --------------    -----------------
<S>                                                      <C>               <C>
     Cash and cash equivalents                           $       11,308    $          12,553
     Working capital                                             32,008               31,219
</TABLE>
<TABLE>
<CAPTION>
                                                             Three Month Periods Ended
                                                         -----------------------------------
                                                         March 31, 2000      April 2, 1999
                                                         --------------    -----------------
<S>                                                      <C>               <C>
     Cash used for operating activities                  $       (1,527)   $         (5,765)
     Cash used for investing activities                            (512)             (1,163)
     Cash provided by financing activities                        1,167                  33
</TABLE>

     The use of cash for operating activities in the first quarter of 2000
     primarily relates to the increase in inventory of $3.5 million and the
     decrease in accrued liabilities of $0.8 million offset by net income of
     $1.1 million, non-cash depreciation and amortization charges of $1.8
     million and an increase in deferred maintenance revenue of $1.2 million.

     In the prior year's quarter, the use of cash of $5.8 million relating to
     operating activities was the result of a net loss of $2.3 million, increase
     in accounts receivable of $1.7 million, increase in inventories of $1.3
     million, increase in other assets of $1.4 million, and decrease in accrued
     liabilities of $1.4 million, offset by other changes in current assets and
     liabilities.

     Net cash used for investing activities during the first quarter of 2000
     totaled $0.5 million and was primarily the result of net additions to
     property and equipment.

     Net cash provided by financing activities during the first quarter of 2000
     totaled $1.2 million and was primarily the result of the exercise of stock
     options.

     Currently, we are in the process of establishing a new credit facility
     to provide for working capital requirements in 2000 and beyond. We
     expect that the new facility will finance future sales growth and be
     collateralized by a percentage of inventory and accounts receivable.
     This is a forward-looking statement and is subject to uncertainties. For
     example, significant changes in interest rates could have an adverse
     impact on our ability to secure our primary choice of credit facility
     alternatives.

     We believe that funds generated from operations and existing working
     capital will be sufficient to satisfy our anticipated working capital
     requirements for at least the next 12 months. From time to time, we
     consider the acquisition of businesses, products or technologies
     complementary to our current business, although we have no current
     commitments or agreements with respect to any such transactions. Should we
     decide to pursue such a transaction, we may need to borrow additional
     funds.

     We assigned a team to address the issues raised by the introduction of the
     Single European Currency ("Euro") for initial implementation as of January
     1, 1999 and the transition period through to January 1, 2002. We
     substantially completed the modifications to our internal systems that will
     be affected by the initial introduction and transition period. We do not
     expect that the introduction and use of the Euro as a single currency will
     materially affect our foreign exchange position or result in any material
     increase in cost to us.

     YEAR 2000 COMPLIANCE. We took appropriate action to ensure that our
     computer-based systems that require date/time calculations were not
     negatively impacted by miscalculations and system failures on and after the
     year 2000. We evaluated all products sold since inception for Year 2000
     readiness, and provided the results of the analysis and potential impacts
     and resolutions to our customers. The necessary upgrade pathways to our
     customers were completed, and we believe that all products meet basic
     functionality requirements. No significant issues have been encountered
     relating to our products, our internal operating systems, or with any of
     our suppliers. To date, there has been no increase in warranty or other
     claims by customers as a result of the Year 2000 transition. There was no
     additional impact on prior cost estimates or significant additional costs
     incurred subsequent to December 31, 1999 relating to this matter and to
     date no impact on results of operations, deferred spending, third party
     relationships, remaining contingencies or legal proceedings.

     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information required hereunder for the Company is not significantly
     different from the information set forth in Item 7a Quantitative and
     Qualitative Disclosures About Market Risk included in the 1999 Form 10-K
     and is therefore not presented herein.


                                       Page 15 of 17

<PAGE>

                             3D SYSTEMS CORPORATION


     PART II - OTHER INFORMATION


     ITEM 6.      Exhibits and Reports on Form 8-K

     (a) Exhibits
         27. Financial data schedule.

     (b) Reports on Form 8-K
         Current Report on Form 8-K, Item 5 filed on February 23, 2000.

                                       Page 16 of 17

<PAGE>

                                   SIGNATURES


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





     /s/ H. MICHAEL HOGAN III                                 May 12, 2000
     -------------------------------                      -------------------
     H. Michael Hogan III                                       Date
     Senior Vice President and Chief Financial Officer
     (Principal Financial Officer and Principal
      Accounting Officer)


     (Duly authorized to sign on behalf of Registrant)

                                       Page 17 of 17



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          11,308
<SECURITIES>                                         0
<RECEIVABLES>                                   28,957
<ALLOWANCES>                                   (2,841)
<INVENTORY>                                     11,804
<CURRENT-ASSETS>                                54,393
<PP&E>                                          31,108
<DEPRECIATION>                                (15,838)
<TOTAL-ASSETS>                                  91,004
<CURRENT-LIABILITIES>                           22,385
<BONDS>                                          4,435
                                0
                                          0
<COMMON>                                            12
<OTHER-SE>                                      60,479
<TOTAL-LIABILITY-AND-EQUITY>                    91,004
<SALES>                                         15,672
<TOTAL-REVENUES>                                23,012
<CGS>                                            6,951
<TOTAL-COSTS>                                   12,214
<OTHER-EXPENSES>                                 9,204
<LOSS-PROVISION>                                   120
<INTEREST-EXPENSE>                                  90
<INCOME-PRETAX>                                  1,636
<INCOME-TAX>                                       556
<INCOME-CONTINUING>                              1,080
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,080
<EPS-BASIC>                                       0.09
<EPS-DILUTED>                                     0.09


</TABLE>


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