The following discussion and analysis should be read together with the unaudited
condensed consolidated financial statements and the notes thereto included in
Item 1 (the "Financial Statements") of this Quarterly Report on Form 10-Q ("Form
10-Q"). Also, we are subject to a number of risks and uncertainties that may
affect our future performance that are discussed in greater detail in the
sections entitled "Forward-Looking Statements" at the end of this Item 2 and
that are discussed or referred to in Item 1A of Part II of this Form 10-Q.

Business Overview

3D Systems Corporation ("3D Systems" or the "Company" or "we" or "us") markets
our products and services through subsidiaries in North America and South
America (collectively referred to as "Americas"), Europe and the Middle East
(collectively referred to as "EMEA") and the Asia Pacific region ("APAC"). We
provide comprehensive 3D printing and digital manufacturing solutions, including
3D printers for plastics and metals, materials, software, on-demand
manufacturing services (this business was sold in September of 2021), and
digital design tools. Our solutions support advanced applications in two key
industry verticals: Healthcare (which includes dental, medical devices and
personalized health services) and Industrial (which includes aerospace, defense,
transportation and general manufacturing). We have over 30 years of experience
and expertise which have proven vital to our development of an ecosystem and
end-to-end digital workflow solutions which enable customers to optimize product
designs, transform workflows, bring innovative products to market and drive new
business models.

As of January 1, 2021, we determined the Company has two reportable segments,
Healthcare and Industrial, whereas the Company previously only reported its
consolidated results in one reportable segment. Prior year Healthcare and
Industrial revenue amounts discussed herein have been recast to conform with
current year presentation.

New Strategic Focus and Restructuring



Our business portfolio is well-balanced across end markets and geographies and
includes a high degree of businesses serving critical sectors such as
healthcare, aerospace and durable goods. On August 5, 2020, we announced a
strategic focus and reorganization and a restructuring plan to align our cost
structure to the level of revenues. We completed the restructuring efforts in
the second quarter of 2021. Cost reduction efforts include reducing the number
of facilities and examining every aspect of our manufacturing and operating
costs. We incurred cash charges for severance, facility closing and other costs,
primarily in the second half of 2020, and continued to incur additional charges
through the second quarter of 2021, when we finalized all the actions to be
taken. We incurred total charges of $21.1 million for severance, facility
closings and other costs in accomplishing these efforts, including non-cash
charges of $6.4 million which are included in facility closing costs. We also
divested parts of the business that do not align with this strategic focus. See
Note 2 and Note 15 to the consolidated financial statements for additional
discussion.

COVID-19 Pandemic Response



As we continue to closely monitor the global impact of the COVID-19 pandemic,
our top priority remains the health and safety of our employees and their
families and communities. Our Crisis Response Steering Committee regularly
reviews and adapts our protocols based on evolving research and guidance related
to the virus. While operations continue, we continue to restrict travel and
meetings, publish pertinent information, and adapt to a world where many in our
workforce are remote and those coming on-site are following new safety measures.
In certain of our locations, where local conditions and regulations allow, our
employees have begun to return to working on-site. We continue to watch
conditions and regulations and remain committed to protecting our employees,
delivering for our customers and supporting our communities.

We are subject to the mandatory vaccination and workplace safety protocols of
the United States Federal Government Executive Order on Ensuring Adequate COVID
Safety Protocols for Federal Contractors, and the COVID-19 Workplace Safety
Guidance for Federal Contractors and Subcontractors issued by the Safer Federal
Workforce Task Force. Accordingly, we have adopted a policy to comply with the
mandate that all U.S. employees be vaccinated within the mandated timeframe. The
mandate could result in employee attrition for us, which could materially and
adversely affect our financial condition and results of operations. Additional
information regarding COVID-19 risks appears in Part II, Item 1A, "Risk Factors"
of this Form 10-Q.
                                       25
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Looking Forward



Our operations in Americas, EMEA and APAC expose us to risks associated with
public health crises and epidemics/pandemics, such as the COVID-19 pandemic.
While the COVID-19 pandemic continued to impact our reported results for the
quarter ended September 30, 2021, we are unable to predict the longer-term
impact that the pandemic may have on our business, results of operations,
financial position or cash flows. The extent to which our operations may be
impacted by the dynamic nature of the COVID-19 pandemic will depend largely on
future developments, which are highly uncertain and cannot be accurately
predicted, including the severity or resurgence of the outbreak and actions by
government authorities to contain the outbreak or treat its impact. Furthermore,
the impacts of a potential worsening of labor and supply chain disruptions,
including shortages of critical components, and the continued volatility in the
financial markets remain unknown.

Summary of Third Quarter 2021 Financial Results



                                                      Quarter Ended 

September 30,


   (in thousands, except per share amounts)               2021                  2020
   Revenue:
   Products                                     $      108,884               $  78,296
   Services                                             47,212                  57,880
   Total revenue                                       156,096                 136,176
   Cost of sales:
   Products                                             64,252                  48,213
   Services                                             27,529                  29,336
   Total cost of sales                                  91,781                  77,549
   Gross profit                                         64,315                  58,627
   Operating expenses:
   Selling, general and administrative                  65,737                  59,065
   Research and development                             15,786                  18,866
   Impairment of goodwill                                    -                  48,300

   Total operating expenses                             81,523                 126,231
   Loss from operations                         $      (17,208)              $ (67,604)




Total consolidated revenue for the third quarter of 2021 increased 14.6%
compared to the same period last year, driven by growth in both the Healthcare
and Industrial segments. Revenue from Healthcare increased 28.3% to $76.4
million, compared to the same period last year, driven by strong demand for
dental applications partly offset by the impact of 2021 divestitures. Industrial
sales increased 4.0% to $79.7 million, compared to the same period last year,
primarily due to the continued recovery from the economic slowdown due to the
pandemic partly offset by the impact of 2021 divestitures.

Gross profit for the quarter ended September 30, 2021 increased by 9.7%, or $5.7
million, to $64.3 million, compared to $58.6 million for the quarter ended
September 30, 2020. Gross profit margin for the quarters ended September 30,
2021 and September 30, 2020 was 41.2% and 43.1%, respectively. The decrease in
gross profit margin was primarily due to the impact of 2021 divestitures,
increased logistics and supply chain costs during 2021, volume based pricing
impacts on certain key accounts and changes in revenue estimates on certain
collaboration arrangements.

                                       26
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Operating expenses for the quarter ended September 30, 2021 decreased by 35.4%,
or $44.7 million, to $81.5 million, compared to $126.2 million for the quarter
ended September 30, 2020 primarily due to both 2020 cost optimization expenses
and a goodwill impairment charge incurred in the third quarter of 2020. Selling,
general and administrative ("SG&A") expenses for the quarter ended September 30,
2021 increased by 11.3%, or $6.7 million, to $65.7 million, compared to $59.1
million for the quarter ended September 30, 2020, which included $11.9 million
of restructuring expenses related to our 2020 cost optimization program.
Research and development ("R&D") expenses for the quarter ended September 30,
2021 decreased by 16.3%, or $3.1 million, to $15.8 million, compared to $18.9
million for the quarter ended September 30, 2020. A goodwill impairment charge
of $48.3 million was recorded in the quarter ended September 30, 2020 compared
to no impairment charge in 2021. The combined net increase in SG&A and R&D
expenses is due to higher incentive compensation resulting from better than
expected performance in 2021 compared to internal targets, a one-time $9.8
million bonus paid to Simbionix employees in connection with the divestiture,
investments in the business, increase in stock compensation expenses, and
expenses related to acquisitions. Incentive compensation in the third quarter of
2020 was de minimus. The combined net increase in SG&A and R&D expenses in the
quarter ended September 30, 2020 were partly offset by benefits from the 2020
cost optimization plan.

Our operating loss for the quarter ended September 30, 2021 was $17.2 million,
compared to $67.6 million for the quarter ended September 30, 2020. The lower
loss was driven by higher revenue and gross profit dollars, benefits from the
2020 cost optimization plan, and the absence of a goodwill impairment charge and
cost optimization expenses in 2021, partly offset by higher net combined SG&A
and R&D expenses as noted above.

Results of Operations

Revenue



Current year revenue has improved as the prior year was negatively impacted by
the effects of the COVID-19 pandemic, most severely toward the end of the first
quarter 2020 and into the second quarter of 2020, as many of our customers were
shut down or on a significantly reduced level of activity. Additionally, given
the relatively high price of certain 3D printers and a corresponding lengthy
selling cycle, as well as relatively low unit volume of the higher priced
printers in any particular period, a shift in the timing and concentration of
orders and shipments from one period to another can materially affect reported
revenue in any given period.

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

We earn revenue from the sale of products and services through our Healthcare
and Industrial segments. The product categories include 3D printers and
corresponding materials, healthcare simulators (which was divested in third
quarter of 2021), digitizers, software licenses, 3D scanners and haptic devices.
The majority of materials used in our 3D printers are proprietary. The services
category includes maintenance contracts and services on 3D printers and
simulators, software maintenance, on-demand solutions (which was divested in the
third quarter of 2021) and healthcare services.

The following tables set forth the change in revenue for the third quarter and nine months ended September 30, 2021 and 2020.



Table 1
(Dollars in thousands)                 Products                   Services                     Total
Revenue - third quarter 2020   $  78,296                   $ 57,880                   $ 136,176
Change in revenue:
Volume                            36,532        46.7  %     (11,940)      (20.6) %       24,592        18.1  %
Price/Mix                         (5,954)       (7.6) %          58         0.1  %       (5,896)       (4.3) %
Foreign currency translation          10           -  %       1,214         2.1  %        1,224         0.9  %
Net change                        30,588        39.1  %     (10,668)      (18.4) %       19,920        14.6  %
Revenue - third quarter 2021   $ 108,884                   $ 47,212                   $ 156,096



                                       27

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Total consolidated revenue for the third quarter of 2021 compared to the same
period last year increased 14.6%, primarily due to higher product volume from
the continued rebound from the adverse impacts of the COVID-19 pandemic in the
prior year and a favorable foreign currency impact partially offset by
unfavorable price/mix and divestitures. Recurring revenue, which includes
service and materials, was $101.4 million and $96.9 million for the quarters
ended September 30, 2021 and 2020, respectively.

For the quarters ended September 30, 2021 and 2020, products revenue from
Healthcare contributed $55.5 million and $36.6 million, respectively, and
products revenue from Industrial contributed $53.4 million and $41.7 million,
respectively. The higher products revenue in Healthcare and Industrial was
primarily due to higher volume from the continued rebound from adverse impacts
of the COVID-19 pandemic in the prior year. Healthcare revenue experienced
continued strength in the dental market. The higher products revenue in
Industrial was primarily due to higher volumes, foreign currency impact,
partially offset by unfavorable price/mix and divestitures.

For the quarters ended September 30, 2021 and 2020, services revenue from
Healthcare contributed $20.8 million and $23.0 million, respectively, and
services revenue from Industrial contributed $26.4 million and $34.9 million,
respectively. The lower services revenue in Healthcare and in Industrial was due
to divestitures.

For the quarters ended September 30, 2021 and 2020, revenue from operations outside the U.S. was 45.9% and 50.5% of total revenue, respectively.



Table 2
(Dollars in thousands)                 Products                       Services                     Total
Revenue - nine months 2020     $ 220,248                      $ 164,340                   $ 384,588
Change in revenue:
Volume                            88,146        40.0  %         (15,632)       (9.5) %       72,514        18.9  %
Price/Mix                         (3,659)       (1.7) %              92         0.1  %       (3,567)       (0.9) %
Foreign currency translation       6,435         2.9  %           4,799         2.9  %       11,234         2.9  %
Net change                        90,922        41.3  %         (10,741)       (6.5) %       80,181        20.8  %
Revenue - nine months 2021     $ 311,170                      $ 153,599                   $ 464,769



Total consolidated revenue increased 20.8% for the nine months ended September
30, 2021 compared to the same period last year, primarily due to increased
volume from the continued rebound from the adverse impacts of the COVID-19
pandemic in the prior year and foreign currency impact. Recurring revenue, which
includes service and materials, was $304.2 million and $273.4 million for the
nine months ended September 30, 2021 and 2020, respectively.

For the nine months ended September 30, 2021 and 2020, products revenue from
Healthcare contributed $163.0 million and $98.5 million, respectively, and
products revenue from Industrial contributed $148.2 million and $121.7 million,
respectively. The higher products revenue in Healthcare was due to continued
strength in the dental market. The higher products revenue in Industrial was
primarily due to higher volumes, favorable price/mix and foreign currency
impact, partially offset by divestitures.

Services revenue for the nine months ended September 30, 2021 decreased
primarily due to lower volumes, which was partially offset by the favorable
impact of foreign currency translation. For the nine months ended September 30,
2021 and 2020, services revenue from Healthcare contributed $68.8 million and
$62.3 million, respectively, and services revenue from Industrial contributed
$84.8 million and $102.0 million, respectively. The higher services revenue in
Healthcare was due to strong sales in both dental and medical applications;
whereas, the lower services revenue in Industrial was due to lower on-demand
volume and divestitures.

For the nine months ended September 30, 2021 and 2020, revenue from operations outside the U.S. was 44.5% and 51.7% of total revenue, respectively.


                                       28
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Gross profit and gross profit margins

The following tables set forth gross profit and gross profit margins for the quarters and nine months ended September 30, 2021 and 2020.



Table 3
                                                           Quarter Ended September 30,
                                                 2021                                       2020                           Change in Gross Profit               Change in Gross Profit Margin
                                                        Gross Profit                               Gross Profit

(Dollars in thousands)             Gross Profit            Margin             Gross Profit            Margin                 $                  %            Percentage Points             %
Products                         $      44,632                41.0  %       $      30,083                38.4  %       $   14,549              48.4  %                   2.6               6.8  %
Services                                19,683                41.7  %              28,544                49.3  %           (8,861)            (31.0) %                  (7.6)            (15.4) %
Total                            $      64,315                41.2  %       $      58,627                43.1  %       $    5,688               9.7  %                  (1.9)             (4.4) %



For the quarter ended September 30, 2021, as compared to the same period last
year, the increase in total consolidated gross profit was predominantly due to
the higher sales volume as previously discussed, partially offset by
divestitures. Products gross profit increased primarily due to higher sales
volume as well as an improved gross profit margin due to the significantly
improved capacity utilization. Services gross profit decreased primarily due to
the impact of divestitures and lower on-demand volume.

Table 4
                                                          Nine Months Ended September 30,
                                                  2021                                        2020                           Change in Gross Profit               Change in Gross Profit Margin
                                                          Gross Profit                               Gross Profit

(Dollars in thousands)              Gross Profit             Margin             Gross Profit            Margin                 $                  %            Percentage Points             %
Products                         $       130,919                42.1  %       $      72,298                32.8  %       $   58,621              81.1  %                   9.3              28.4  %
Services                                  66,641                43.4  %              78,628                47.8  %          (11,987)            (15.2) %                  (4.4)             (9.2) %
Total                            $       197,560                42.5  %       $     150,926                39.2  %       $   46,634              30.9  %                   3.3               8.4  %



For the nine months ended September 30, 2021, as compared to the same period
last year, the increase in total consolidated gross profit was predominantly due
to the higher sales volume as previously discussed, and the end of life
inventory charge recorded in the quarter ended June 30, 2020, partially offset
by divestitures. Products gross profit increased primarily due to higher sales
volume as well as an improved gross profit margin due to significantly improved
capacity utilization and the end of life inventory charge recorded in the
quarter ended June 30, 2020. Services gross profit decreased primarily due to
the impact of divestitures and lower on-demand volume.

Operating expenses

The following tables set forth the components of operating expenses for the quarters and nine months ended September 30, 2021 and 2020.



Table 5
                                                                 Quarter Ended September 30,
                                                        2021                                       2020                                   Change
(Dollars in thousands)                     Amount               % Revenue              Amount             % Revenue                $                  %
Selling, general and administrative
expenses                               $     65,737                   42.1  %       $  59,065                   43.4  %       $   6,672               11.3  %
Research and development expenses            15,786                   10.1  %          18,866                   13.9  %          (3,080)             (16.3) %
Impairment of goodwill                            -                      -  %          48,300                   35.5  %         (48,300)            (100.0) %
Total operating expenses               $     81,523                   52.2  %       $ 126,231                   92.7  %       $ (44,708)             (35.4) %


For the quarter ended September 30, 2021, as compared to the same period last year, SG&A expenses increased predominantly due to higher stock-based compensation and incentive compensation reflecting better than expected operating performance


                                       29
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compared to internal targets, a one-time $9.8 million bonus paid to Simbionix
employees in connection with the divestiture, partially offset by the
realization of cost savings from the prior year cost optimization program and
divestitures. SG&A expenses in the third quarter of 2020 included $11.9 million
of restructuring expenses related to the 2020 cost optimization program. See
Note 15 to the consolidated financial statements for additional discussion
regarding restructuring.

For the quarter ended September 30, 2021, as compared to the same period last
year, R&D expenses decreased due to a reduction in collaboration arrangement
expenses as more of these types of arrangements were recorded as revenue and
cost of sales, and cost savings from the prior year restructuring program and
divestitures.

For the quarter ended September 30, 2020, an impairment of goodwill was recorded. There was no impairment of goodwill in the same period of 2021.

Table 6


                                                                 Nine 

Months Ended September 30,


                                                         2021                                         2020                                    Change
(Dollars in thousands)                       Amount                % Revenue              Amount             % Revenue                $          

%


Selling, general and administrative
expenses                               $       176,800                   38.0  %       $ 167,213                   43.5  %       $   9,587                 5.7  %
Research and development expenses               49,987                   10.8  %          55,107                   14.3  %          (5,120)               (9.3) %
Impairment of goodwill                               -                      -  %          48,300                   12.6  %         (48,300)             (100.0) %
Total operating expenses               $       226,787                   48.8  %       $ 270,620                   70.4  %       $ (43,833)              (16.2) %



For the nine months ended September 30, 2021, compared to the same period last
year, SG&A expenses increased predominantly due to higher stock-based
compensation and incentive compensation reflecting better than expected
operating performance compared to internal targets, a one-time $9.8 million
bonus paid to Simbionix employees in connection with the divestiture, partially
offset by the realization of cost savings from the prior year restructuring
program and divestitures. SG&A expenses for the nine months ended September 30,
2020 included $11.9 million of restructuring expenses related to our 2020 cost
optimization program. See Note 15 to the consolidated financial statements for
additional discussion regarding restructuring.

For the nine months ended September 30, 2021, compared to the same period last
year, R&D expenses decreased due to a reduction in collaboration arrangements
expenses as more of these types of arrangements were recorded as revenue and
cost of sales, and cost savings from the prior year restructuring program and
divestitures.

For the nine months ended September 30, 2020, an impairment of goodwill was recorded. There was no impairment of goodwill in the same period of 2021.

Loss from operations

The following table sets forth loss from operations for the quarters and nine months ended September 30, 2021 and 2020.



Table 7
                                                     Quarter Ended September 30,                Nine Months Ended September 30,
(Dollars in thousands)                                2021                  2020                   2021                   2020

Loss from operations:                           $      (17,208)         $  (67,604)         $        (29,227)         $ (119,694)



The decrease in loss from operations for the quarter and nine months ended
September 30, 2021, as compared to the prior year periods, was primarily driven
by an increase in revenue and gross profit, cost savings from the prior year
cost optimization program, the absence of a goodwill impairment charge and
restructuring expenses related to our 2020 cost optimization program and
divestitures partly offset by higher stock and incentive compensation expenses,
as previously discussed.

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


                                       30
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Interest and other income (expense), net

The following table sets forth the components of interest and other income (expense), net, for the quarters and nine months ended September 30, 2021 and 2020.



Table 8
                                                Quarter Ended September 30,            Nine Months Ended September 30,
(Dollars in thousands)                            2021                  2020               2021                2020
Interest and other income (expense), net
Foreign exchange gain (loss)               $           222          $    (601)         $    2,279          $  (1,584)
Interest income (expense), net                          19               (611)             (1,230)            (3,699)
Other income (expense), net                        315,618             (1,207)            353,347             (2,315)
Total interest and other income (expense),
net                                        $       315,859          $  (2,419)         $  354,396          $  (7,598)

Foreign exchange gain (loss), net, for the nine months and quarter ended September 30, 2021, as compared to the prior year periods, improved due to the favorable movements in the EUR/USD and GBP/USD exchanges rates.



Interest income (expense), net, decreased for the quarter and nine months ended
September 30, 2021, as compared to the prior year periods primarily due to lower
interest expense due to the repayment of the 5-year $100 million senior secured
term loan facility (the "Term Facility") in the first quarter of 2021 and
interest income related to cash proceeds from the Cimatron, ODM, and Simbionix
divestitures. The year over year benefits for the nine months ended September
30, 2021 were partially offset by the realization of losses previously
recognized in accumulated other comprehensive resulting from the termination of
the interest rate swap in first quarter of 2021.
Other income (expense), net, for the nine months ended September 30, 2021, as
compared to the nine months ended September 30, 2020, increased primarily due to
the $343.1 million gain on the divestitures of Cimatron, ODM and Simbionix, and
a $8.9 million favorable foreign exchange gain related to the Cimatron and
Simbionix divestitures. Other income (expense), net, for the quarter ended
September 30, 2021, as compared to the quarter ended September 30, 2020,
increased primarily due to the $311.1 million gain on the divestitures of ODM
and Simbionix, and a $2.4 million favorable foreign exchange gain related to the
Simbionix sale.

Net income (loss)

The following tables set forth the primary components of net income (loss) for the quarters and nine months ended September 30, 2021 and 2020.

Table 9


                                                           Quarter Ended September 30,
(Dollars in thousands, except per share amounts)             2021                  2020              Change
Loss from operations                                   $      (17,208)         $ (67,604)         $  50,396
Other non-operating items:
Interest and other income (expense), net                      315,859             (2,419)           318,278
Benefit (provision) for income taxes                           (5,995)            (2,866)            (3,129)
Net income (loss)                                      $      292,656

$ (72,889) $ 365,545



Weighted average shares - basic                               122,663       

118,527


Weighted average shares - diluted                             125,289       

118,527



Net income (loss) per share - basic                    $         2.39          $   (0.61)
Net income (loss) per share - diluted                  $         2.34       

$ (0.61)

The net income for the quarter ended September 30, 2021, as compared to the net loss in the prior year period, was primarily


                                       31
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driven by a decrease in loss from operations and the gain on the divestitures of ODM and Simbionix, as previously discussed.



Table 10
                                                        Nine Months Ended September 30,
(Dollars in thousands)                                     2021                2020               Change
Loss from operations                                   $  (29,227)         $ (119,694)         $  90,467
Other non-operating items:
Interest and other income (expense), net                  354,396              (7,598)           361,994
Benefit (provision) for income taxes                        3,083              (2,472)             5,555
Net income (loss)                                      $  328,252

$ (129,764) $ 458,016



Weighted average shares - basic                           122,178           

116,216


Weighted average shares - diluted                         124,839           

116,216



Net income (loss) per share - basic                    $     2.69          $    (1.12)
Net income (loss) per share - diluted                  $     2.63

$ (1.12)





The net income for the nine months ended September 30, 2021, as compared to the
net loss from the prior year period, is primarily due to the decrease in the
loss from operations and the gain on the sales of Cimatron, ODM, and Simbionix,
as previously discussed.

Liquidity and Capital Resources



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

At September 30, 2021, we had cash on hand of $503.1 million, including
restricted cash, and no outstanding debt. Cash on hand, including restricted
cash and cash classified as held for sale, increased $418.4 million since
December 31, 2020. The higher cash balance resulted from proceeds of $427.3 from
the Cimatron, ODM, and Simbionix divestitures and $62.7 million of cash flow
from operations, partially offset by $21.4 million for repayments of debt, $14.8
million for capital expenditures, $10.9 million for current acquisitions, $10.4
million related to net settlement of stock-based compensation, and $4.0 million
payments related to a prior acquisitions. Cash flow from operations was impacted
by withholding taxes of $6.6 million related to the Cimatron divestiture.

For the nine months ended September 30, 2021, we generated $62.7 million of cash
from operations, primarily driven by the increase in operating income and better
working capital management. For the nine months ended September 30, 2020, we
used $32.6 million of cash from operations. Our unrestricted cash balance at
September 30, 2021 and December 31, 2020, was $502.8 million and $75.0 million,
respectively. The higher cash balance resulted from $427.3 in net proceeds from
the Cimatron, ODM, and Simbionix divestitures and $62.7 million of cash flow
from operations, partially offset by $21.4 million for repayments of debt, $4.0
million for payments related to a prior acquisition, $10.9 million for current
acquisitions, $10.4 million related to share settlement of stock-based
compensation, and $14.8 million for capital expenditures.

On January 1, 2021, the Company completed the sale of 100% of the issued and
outstanding equity interests of Cimatron, for approximately $64.2 million,
before certain adjustments and excluding $9.5 million of cash amounts
transferred to the purchaser. On August 24, 2021, we completed the sale of our
medical simulation business, Simbionix, for approximately $305.0 million, before
certain adjustments and excluding $6.8 million of cash amounts transferred to
the purchaser. On September 9, 2021 we completed the sale of our ODM business
for approximately $82 million, before certain adjustments.

We expect that cash flow from operations, cash and cash equivalents, and other
sources of liquidity, such as issuing equity or debt securities subject to
market conditions, will be available and sufficient to meet all foreseeable cash
requirements.

                                       32
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Cash held outside the U.S. at September 30, 2021 was $56.1 million, or 11.2% of
total cash and cash equivalents, compared to $49.7 million, or 66.2% of total
cash and cash equivalents, at December 31, 2020. As our previously unremitted
earnings have been subjected to U.S. federal income tax, we expect any
repatriation of these earnings to the U.S. would not incur significant federal
and state taxes. However, these dividends are subject to foreign withholding
taxes that are estimated to result in the Company incurring tax costs in excess
of the cost to obtain cash through other means. Cash equivalents are comprised
of funds held in money market instruments and are reported at their current
carrying value, which approximates fair value due to the short term nature of
these instruments. We strive to minimize our credit risk by investing primarily
in investment grade, liquid instruments and limit exposure to any one issuer
depending upon credit quality. See "Cash flow" discussion below.

Cash flow

Cash flow from operations



Cash provided by operating activities for the nine months ended September 30,
2021 was $62.7 million, while cash used in operating activities for the nine
months ended September 30, 2020 was $32.6 million.

Working capital provided cash of $21.3 million for the nine months ended
September 30, 2021 and used cash of $26.8 million for the nine months ended
September 30, 2020. For the nine months ended September 30, 2021, working
capital changes impacting related to cash inflows were a decrease in inventory,
and prepaid expenses and other current assets, an increase in accounts payable,
and deferred revenue, partially offset by an increase in accounts receivable,
and a decrease in accrued and other liabilities, driven by withholding tax
payments related to the Cimatron sale.

For the nine months ended September 30, 2020, drivers of working capital related
to cash outflows were an increase in accounts receivable, and a decrease in
deferred revenue and customer deposits, and accrued and other current
liabilities, partially offset by an increase in inventory, prepaid expenses and
other current assets, and a decrease in accounts payable.

Cash flow from investing activities



For the nine months ended September 30, 2021, cash flow provided from investing
activities was $395.6 million compared to $22.5 million cash used in investing
activities for the nine months ended September 30, 2020. The primary cash
inflows related to the net proceeds from the divestitures of Cimatron, ODM and
Simbionix, partially offset by capital expenditures and payments related to
current acquisitions and prior year noncontrolling interest purchases. For the
nine months ended September 30, 2020, the primary outflows of cash related to
the purchases of noncontrolling interest and capital expenditures. Capital
expenditures were $14.8 million and $11.0 million for the nine months ended
September 30, 2021 and 2020, respectively.

Cash flow from financing activities



Cash used in financing activities was $32.2 million for the nine months ended
September 30, 2021, and $3.8 million for the nine months ended September 30,
2020. The primary outflow of cash for the nine months ended September 30, 2021
related to repayment of the Term Facility and settlements of stock-based
compensation. The primary outflow of cash for the nine months ended September
30, 2020 related to partial repayment of the Term Facility and settlements of
stock-based compensation, partially offset by proceeds from the issuance of
common stock.

Recent Accounting Pronouncements

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

Critical Accounting Policies and Significant Estimates



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

As of the date of this report, there have been no changes to our critical
accounting policies and estimates described in the Annual Report on Form 10-K
for the year ended December 31, 2020 ("2020 Form 10-K"), filed with the
Securities and Exchange Commission ("SEC") on March 5, 2021 that have had a
material impact on our condensed consolidated financial statements and related
notes.

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Forward-Looking Statements



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

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

•impact of production, supply, contractual and other disruptions, including
facility closures, furloughs and labor shortages or attrition as a result of
vaccination requirements, due to the spread of the COVID-19 pandemic;
•our ability to deliver products that meet changing technology and customer
needs;
•our ability to identify strategic acquisitions, to integrate such acquisitions
into our business without disruption and to realize the anticipated benefits of
such acquisitions;
•impact of future write-off or write-downs of goodwill and intangible assets;
•the concentration of revenue and credit risk exposure from our largest
customer;
•our ability to acquire and enforce intellectual property rights and defend such
rights against third party claims;
•our ability to protect our intellectual property rights and confidential
information, including our digital content, from third-party infringers or
unauthorized copying, use or disclosure;
•failure of our information technology infrastructure or inability to protect
against cyber-attack;
•our ability to predict quarterly sales and manage product inventory due to
uneven sales cycle;
•our ability to continue to generate net cash flow from operations;
•our ability to remediate material weaknesses in our internal controls over
financial reporting and maintain effect internal controls;
•fluctuations in our gross profit margins, operating income or loss and/or net
income or loss;
•our ability to efficiently conduct business outside the U.S.;
•our dependence on our supply chain for components and sub-assemblies used in
our 3D printers and other products and for raw materials used in our print
materials;
•our ability to manage the costs and effects of litigation, investigations or
similar matters involving us or our subsidiaries;
•product quality problems that result in decreased sales and operating margin,
product returns, product liability, warranty or other claims;
•our ability to retain our key employees and to attract and retain new qualified
employees, while controlling our labor costs;
•our exposure to product liability claims and other claims and legal
proceedings;
•disruption in our management information systems for inventory management,
distribution, and other key functions;
•compliance with U.S. and other anti-corruption laws, data privacy laws, trade
controls, economic sanctions, and similar laws and regulations;
•our ability to maintain our status as a responsible contractor under federal
rules and regulations;
•changes in, or interpretation of, tax rules and regulations; and
•the other factors discussed in the reports we file with or furnish to the SEC
from time to time, including the risks and important factors set forth in
additional detail in Item 1A. "Risk Factors" in the 2020 Form 10-K and this Form
10-Q.

Readers are cautioned not to place undue reliance on these forward-looking
statements. The forward-looking statements included herein are made only as of
the date of this Form 10-Q and we undertake no obligation to publicly update or
revise any forward-looking statement made by us or on our behalf, whether as a
result of new information, future developments, subsequent events or
circumstances or otherwise, except as required by law. All subsequent written or
oral forward-looking statements attributable to us or individuals acting on our
behalf are expressly qualified in their entirety by the cautionary statements
referenced above.


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