UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended September 30, 20172021

OR

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

For the transition period from to

Commission File No. 001-35806

 

The ExOne Company

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

46-1684608

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

(Address of principal executive offices) (Zip Code)

(724) 863-9663

(Registrant’s telephone number, including area code)

 

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

Title of class

Trading symbol

Name of exchange on which registered

Common stock

XONE

The Nasdaq Stock Market

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

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

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

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

 

Non-accelerated filer

  (Do not check if a small reporting company)

Small reporting company

Emerging growth company

 

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

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

As of November 9, 2017, 16,158,61912, 2021, 22,401,254 shares of common stock, par value $0.01, were outstanding.

 

 

 

 


IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

Since our initial public offering, we have continued to qualify as an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An EGC may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies.

As an EGC:

We are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

We are permitted to provide less extensive disclosure about our executive compensation arrangements;

We are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements; and

We have elected to use an extended transition period for complying with new or revised accounting standards.

We may choose to take advantage of some, but not all, of these reduced burdens. We will continue to operate under these provisions until December 31, 2018, or such earlier time that we are no longer an EGC. We would cease to be an EGC if we have more than $1.07 billion in annual revenues, qualify as a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.


PART I – FINANCIAL INFORMATION

Item 1.

Item 1.     Financial Statements.

The ExOne Company and Subsidiaries

Condensed Statement of Consolidated Operations and Comprehensive Loss (Unaudited)

(in thousands, except per-share amounts)

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

$

15,887

 

 

$

12,988

 

 

$

37,555

 

 

$

33,157

 

 

$

19,043

 

 

$

17,399

 

 

$

50,846

 

 

$

41,881

 

Cost of sales

 

 

11,790

 

 

 

9,428

 

 

 

29,829

 

 

 

24,215

 

 

 

13,721

 

 

 

13,500

 

 

 

38,648

 

 

 

31,263

 

Gross profit

 

 

4,097

 

 

 

3,560

 

 

 

7,726

 

 

 

8,942

 

 

 

5,322

 

 

 

3,899

 

 

 

12,198

 

 

 

10,618

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

2,871

 

 

 

1,898

 

 

 

7,219

 

 

 

5,737

 

 

 

2,909

 

 

 

2,013

 

 

 

8,541

 

 

 

6,858

 

Selling, general and administrative

 

 

6,062

 

 

 

5,234

 

 

 

18,338

 

 

 

15,222

 

 

 

9,585

 

 

 

4,825

 

 

 

22,676

 

 

 

15,476

 

Gain from sale-leaseback of property and equipment

 

 

 

 

 

 

 

 

 

 

 

(1,462

)

 

 

8,933

 

 

 

7,132

 

 

 

25,557

 

 

 

20,959

 

 

 

12,494

 

 

 

6,838

 

 

 

31,217

 

 

 

20,872

 

Loss from operations

 

 

(4,836

)

 

 

(3,572

)

 

 

(17,831

)

 

 

(12,017

)

 

 

(7,172

)

 

 

(2,939

)

 

 

(19,019

)

 

 

(10,254

)

Other expense (income)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

24

 

 

 

22

 

 

 

69

 

 

 

276

 

 

 

2

 

 

 

54

 

 

 

169

 

 

 

171

 

Other (income) expense ̶ net

 

 

(11

)

 

 

(8

)

 

 

134

 

 

 

(306

)

 

 

(48

)

 

 

314

 

 

 

63

 

 

 

319

 

Gain on extinguishment of

the Paycheck Protection Program loan

 

 

(2,220

)

 

 

 

 

 

(2,220

)

 

 

 

 

 

13

 

 

 

14

 

 

 

203

 

 

 

(30

)

 

 

(2,266

)

 

 

368

 

 

 

(1,988

)

 

 

490

 

Loss before income taxes

 

 

(4,849

)

 

 

(3,586

)

 

 

(18,034

)

 

 

(11,987

)

 

 

(4,906

)

 

 

(3,307

)

 

 

(17,031

)

 

 

(10,744

)

Provision for income taxes

 

 

14

 

 

 

25

 

 

 

23

 

 

 

43

 

Provision (benefit) for income taxes

 

 

1

 

 

 

(34

)

 

 

(410

)

 

 

200

 

Net loss

 

$

(4,863

)

 

$

(3,611

)

 

$

(18,057

)

 

$

(12,030

)

 

$

(4,907

)

 

$

(3,273

)

 

$

(16,621

)

 

$

(10,944

)

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.30

)

 

$

(0.23

)

 

$

(1.13

)

 

$

(0.76

)

 

$

(0.22

)

 

$

(0.19

)

 

$

(0.76

)

 

$

(0.65

)

Diluted

 

$

(0.30

)

 

$

(0.23

)

 

$

(1.13

)

 

$

(0.76

)

 

$

(0.22

)

 

$

(0.19

)

 

$

(0.76

)

 

$

(0.65

)

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4,863

)

 

$

(3,611

)

 

$

(18,057

)

 

$

(12,030

)

 

$

(4,907

)

 

$

(3,273

)

 

$

(16,621

)

 

$

(10,944

)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

1,194

 

 

 

489

 

 

 

4,713

 

 

 

2,288

 

 

 

(465

)

 

 

856

 

 

 

(1,362

)

 

 

388

 

Comprehensive loss

 

$

(3,669

)

 

$

(3,122

)

 

$

(13,344

)

 

$

(9,742

)

 

$

(5,372

)

 

$

(2,417

)

 

$

(17,983

)

 

$

(10,556

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2


The ExOne Company and Subsidiaries

Condensed Consolidated Balance Sheet (Unaudited)

(in thousands, except per-share and share amounts)

 

 

September 30,

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

17,706

 

 

$

27,825

 

 

$

122,809

 

 

$

49,668

 

Restricted cash

 

 

1,098

 

 

 

330

 

 

 

1,870

 

 

 

508

 

Accounts receivable ̶ net of allowance of $1,494 (2017) and $1,566 (2016)

 

 

6,539

 

 

 

6,447

 

Accounts receivable ̶ net

 

 

8,712

 

 

 

5,225

 

Current portion of net investment in sales-type leases ̶ net

 

 

241

 

 

 

229

 

Inventories ̶ net

 

 

16,643

 

 

 

15,838

 

 

 

25,078

 

 

 

20,562

 

Prepaid expenses and other current assets

 

 

2,293

 

 

 

1,159

 

 

 

6,313

 

 

 

4,451

 

Total current assets

 

 

44,279

 

 

 

51,599

 

 

 

165,023

 

 

 

80,643

 

Property and equipment ̶ net

 

 

49,489

 

 

 

51,134

 

Intangible assets ̶ net

 

 

152

 

 

 

668

 

Property and equipment, net of accumulated depreciation

of $20,041 (2021) and $20,823 (2020)

 

 

22,815

 

 

 

21,300

 

Operating lease right-of-use assets

 

 

2,489

 

 

 

4,043

 

Net investment in sales-type leases ̶ net of current portion ̶ net

 

 

326

 

 

 

509

 

Other noncurrent assets

 

 

781

 

 

 

777

 

 

 

687

 

 

 

794

 

Total assets

 

$

94,701

 

 

$

104,178

 

 

$

191,340

 

 

$

107,289

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

135

 

 

$

132

 

 

$

 

 

$

1,622

 

Current portion of capital leases

 

 

25

 

 

 

72

 

Current portion of operating lease liabilities

 

 

1,926

 

 

 

1,958

 

Accounts payable

 

 

4,311

 

 

 

2,036

 

 

 

7,657

 

 

 

4,501

 

Accrued expenses and other current liabilities

 

 

5,033

 

 

 

5,124

 

 

 

6,766

 

 

 

4,978

 

Deferred revenue and customer prepayments

 

 

7,533

 

 

 

7,371

 

Current portion of contract liabilities

 

 

16,729

 

 

 

13,586

 

Total current liabilities

 

 

17,037

 

 

 

14,735

 

 

 

33,078

 

 

 

26,645

 

Long-term debt ̶ net of current portion

 

 

1,543

 

 

 

1,644

 

 

 

 

 

 

1,783

 

Capital leases ̶ net of current portion

 

 

41

 

 

 

10

 

Operating lease liabilities ̶ net of current portion

 

 

563

 

 

 

2,085

 

Contract liabilities ̶ net of current portion

 

 

31

 

 

 

159

 

Other noncurrent liabilities

 

 

9

 

 

 

9

 

 

 

328

 

 

 

314

 

Total liabilities

 

 

18,630

 

 

 

16,398

 

 

 

34,000

 

 

 

30,986

 

Contingencies and commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.01 par value, 200,000,000 shares authorized,

16,092,114 (2017) and 16,017,115 (2016) shares issued and outstanding

 

 

161

 

 

 

160

 

Common stock, $0.01 par value, 200,000,000 shares authorized,

22,179,243 (2021) and 20,009,157 (2020) shares issued and outstanding

 

 

222

 

 

 

200

 

Additional paid-in capital

 

 

173,158

 

 

 

171,116

 

 

 

317,111

 

 

 

218,113

 

Accumulated deficit

 

 

(87,226

)

 

 

(68,761

)

 

 

(148,493

)

 

 

(131,872

)

Accumulated other comprehensive loss

 

 

(10,022

)

 

 

(14,735

)

 

 

(11,500

)

 

 

(10,138

)

Total stockholders' equity

 

 

76,071

 

 

 

87,780

 

 

 

157,340

 

 

 

76,303

 

Total liabilities and stockholders' equity

 

$

94,701

 

 

$

104,178

 

 

$

191,340

 

 

$

107,289

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3


The ExOne Company and Subsidiaries

Condensed Statement of Consolidated Cash Flows (Unaudited)

(in thousands)

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(18,057

)

 

$

(12,030

)

 

$

(16,621

)

 

$

(10,944

)

Adjustments to reconcile net loss to net cash used for operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

4,966

 

 

 

4,280

 

 

 

2,746

 

 

 

2,925

 

Equity-based compensation

 

 

2,043

 

 

 

1,104

 

 

 

1,108

 

 

 

828

 

Amortization of debt issuance costs

 

 

4

 

 

 

209

 

 

 

7

 

 

 

39

 

Recoveries for bad debts ̶ net

 

 

(38

)

 

 

(4

)

Provision for slow-moving, obsolete and lower of cost or

net realizable value inventories ̶ net

 

 

378

 

 

 

335

 

Foreign exchange losses on intercompany transactions ̶ net

 

 

73

 

 

 

250

 

Gain from sale-leaseback of property and equipment

 

 

 

 

 

(1,462

)

Deferred income taxes

 

 

 

 

 

(29

)

 

 

 

 

 

195

 

Recoveries for bad debts ̶ net

 

 

(51

)

 

 

(256

)

Provision (recoveries) for slow-moving, obsolete and lower of cost or market

inventories ̶ net

 

 

1,872

 

 

 

(356

)

(Gain) loss from disposal of property and equipment ̶ net

 

 

(322

)

 

 

163

 

Gain on extinguishment of debt - net

 

 

(2,101

)

 

 

 

Changes in assets and liabilities, excluding effects of foreign currency

translation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in accounts receivable

 

 

288

 

 

 

4,681

 

(Increase) decrease in inventories

 

 

(2,772

)

 

 

399

 

(Increase) decrease in prepaid expenses and other assets

 

 

(1,438

)

 

 

795

 

(Increase) decrease in accounts receivable

 

 

(3,666

)

 

 

1,092

 

Decrease in net investment in sales-type leases

 

 

170

 

 

 

158

 

Increase in inventories

 

 

(7,226

)

 

 

(3,310

)

Increase in prepaid expenses and other assets

 

 

(173

)

 

 

(1,682

)

Increase (decrease) in accounts payable

 

 

2,032

 

 

 

(1,296

)

 

 

3,303

 

 

 

(1,679

)

Decrease in accrued expenses and other liabilities

 

 

(522

)

 

 

(1,259

)

(Decrease) increase in deferred revenue and customer prepayments

 

 

(938

)

 

 

1,687

 

Increase in accrued expenses and other liabilities

 

 

624

 

 

 

396

 

Increase in contract liabilities

 

 

3,370

 

 

 

248

 

Net cash used for operating activities

 

 

(12,895

)

 

 

(1,908

)

 

 

(18,046

)

 

 

(12,615

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(874

)

 

 

(690

)

 

 

(3,451

)

 

 

(772

)

Proceeds from sale of property and equipment

 

 

3,702

 

 

 

52

 

 

 

 

 

 

16,229

 

Net cash provided by (used for) investing activities

 

 

2,828

 

 

 

(638

)

Net cash (used for) provided by investing activities

 

 

(3,451

)

 

 

15,457

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net proceeds from issuance of common stock ̶ registered direct offering

to a related party

 

 

 

 

 

12,447

 

Net proceeds from issuance of common stock ̶ at the market offerings

 

 

 

 

 

595

 

Proceeds from borrowings on long-term debt

 

 

 

 

 

2,194

 

Payments on long-term debt

 

 

(102

)

 

 

(102

)

 

 

(1,226

)

 

 

(117

)

Payments on capital leases

 

 

(64

)

 

 

(61

)

Net cash (used for) provided by financing activities

 

 

(166

)

 

 

12,879

 

Proceeds from exercise of employee stock options

 

 

2,429

 

 

 

858

 

Proceeds from common stock offerings, net of issuance costs

 

 

95,288

 

 

 

27,699

 

Taxes related to the net share settlement of equity-based awards

 

 

(7

)

 

 

(15

)

Other

 

 

(24

)

 

 

(63

)

Net cash provided by financing activities

 

 

96,460

 

 

 

30,556

 

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

 

 

882

 

 

 

138

 

 

 

(460

)

 

 

295

 

Net change in cash, cash equivalents, and restricted cash

 

 

(9,351

)

 

 

10,471

 

 

 

74,503

 

 

 

33,693

 

Cash, cash equivalents, and restricted cash at beginning of period

 

 

28,155

 

 

 

19,672

 

 

 

50,176

 

 

 

6,243

 

Cash, cash equivalents, and restricted cash at end of period

 

$

18,804

 

 

$

30,143

 

 

$

124,679

 

 

$

39,936

 

 

 

 

 

 

 

 

 

Supplemental disclosure of noncash investing and financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer of internally developed 3D printing machines from inventories to

property and equipment for internal use or leasing activities

 

$

2,363

 

 

$

2,666

 

 

$

2,943

 

 

$

1,434

 

Transfer of internally developed 3D printing machines from property and equipment to

inventories for sale

 

$

597

 

 

$

1,276

 

 

$

1,333

 

 

$

2,771

 

Property and equipment acquired through financing arrangements

 

$

48

 

 

$

 

Property and equipment included in accounts payable

 

$

94

 

 

$

15

 

 

$

246

 

 

$

113

 

Property and equipment included in accrued expenses and other current liabilities

 

$

84

 

 

$

 

Advance deposits on property and equipment

 

$

12

 

 

$

203

 

Unsettled proceeds from exercise of employee stock options included in

prepaid expenses and other current assets

 

$

31

 

 

$

 

At-the-market offering issuance costs included in accounts payable

 

$

 

 

$

147

 

At-the-market offering issuance costs included in accrued expense

and other current liabilities

 

$

 

 

$

66

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4


The ExOne Company and Subsidiaries

Condensed Statement of Changes in Consolidated Stockholders’ Equity (Unaudited)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

Total

 

 

 

Common stock

 

 

Additional

 

 

Accumulated

 

 

comprehensive

 

 

stockholders'

 

 

 

Shares

 

 

$

 

 

paid-in capital

 

 

deficit

 

 

loss

 

 

equity

 

Balance at December 31, 2015

 

 

14,447

 

 

$

144

 

 

$

156,627

 

 

$

(54,163

)

 

$

(13,535

)

 

$

89,073

 

Registered direct offering of common stock to a

   related party, net of issuance costs

 

 

1,424

 

 

 

15

 

 

 

12,432

 

 

 

 

 

 

 

 

 

12,447

 

At the market offerings of common stock, net

   of issuance costs

 

 

92

 

 

 

1

 

��

 

594

 

 

 

 

 

 

 

 

 

595

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(12,030

)

 

 

 

 

 

(12,030

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,288

 

 

 

2,288

 

Equity-based compensation

 

 

32

 

 

 

 

 

 

1,104

 

 

 

 

 

 

 

 

 

1,104

 

Balance at September 30, 2016

 

 

15,995

 

 

$

160

 

 

$

170,757

 

 

$

(66,193

)

 

$

(11,247

)

 

$

93,477

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2016

 

 

16,017

 

 

$

160

 

 

$

171,116

 

 

$

(68,761

)

 

$

(14,735

)

 

$

87,780

 

Cumulative-effect adjustment due to the adoption of

   Financial Accounting Standards Board

   Accounting Standards Update 2016-16

 

 

 

 

 

 

 

 

 

 

 

(408

)

 

 

 

 

 

(408

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(18,057

)

 

 

 

 

 

(18,057

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,713

 

 

 

4,713

 

Equity-based compensation

 

 

75

 

 

 

1

 

 

 

2,042

 

 

 

 

 

 

 

 

 

2,043

 

Balance at September 30, 2017

 

 

16,092

 

 

$

161

 

 

$

173,158

 

 

$

(87,226

)

 

$

(10,022

)

 

$

76,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

other

 

 

Total

 

 

 

Common stock

 

 

paid-in

 

 

Accumulated

 

 

comprehensive

 

 

stockholders'

 

 

 

Shares

 

 

$

 

 

capital

 

 

deficit

 

 

loss

 

 

equity

 

Balance at December 31, 2019

 

 

16,347

 

 

$

163

 

 

$

176,850

 

 

$

(116,948

)

 

$

(11,483

)

 

$

48,582

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(3,648

)

 

 

 

 

 

(3,648

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(838

)

 

 

(838

)

Equity-based compensation

 

 

 

 

 

1

 

 

 

291

 

 

 

 

 

 

 

 

 

292

 

Common stock issued from equity incentive plan

 

 

39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2020

 

 

16,386

 

 

$

164

 

 

$

177,141

 

 

$

(120,596

)

 

$

(12,321

)

 

$

44,388

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(4,023

)

 

 

 

 

 

(4,023

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

370

 

 

 

370

 

Equity-based compensation

 

 

 

 

 

 

 

 

157

 

 

 

 

 

 

 

 

 

157

 

Exercise of employee stock options

 

 

73

 

 

 

1

 

 

 

540

 

 

 

 

 

 

 

 

 

541

 

Common stock issued from equity incentive plan

 

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At-the-market offerings of common stock,

   net of issuance costs

 

 

383

 

 

 

4

 

 

 

3,094

 

 

 

 

 

 

 

 

 

3,098

 

Balance at June 30, 2020

 

 

16,864

 

 

$

169

 

 

$

180,932

 

 

$

(124,619

)

 

$

(11,951

)

 

$

44,531

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(3,273

)

 

 

 

 

 

(3,273

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

856

 

 

 

856

 

Equity-based compensation

 

 

 

 

 

 

 

 

379

 

 

 

 

 

 

 

 

 

379

 

Exercise of employee stock options

 

 

44

 

 

 

 

 

 

317

 

 

 

 

 

 

 

 

 

317

 

Common stock issued from equity incentive plan

 

 

20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax withholding related to the net share settlement

   of equity-based awards

 

 

(1

)

 

 

 

 

 

(15

)

 

 

 

 

 

 

 

 

(15

)

At-the-market offerings of common stock,

   net of issuance costs

 

 

2,061

 

 

 

21

 

 

 

24,367

 

 

 

 

 

 

 

 

 

24,388

 

Balance at September 30, 2020

 

 

18,988

 

 

$

190

 

 

$

205,980

 

 

$

(127,892

)

 

$

(11,095

)

 

$

67,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

20,009

 

 

$

200

 

 

$

218,113

 

 

$

(131,872

)

 

$

(10,138

)

 

$

76,303

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(6,140

)

 

 

 

 

 

(6,140

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,120

)

 

 

(1,120

)

Equity-based compensation

 

 

 

 

 

 

 

 

282

 

 

 

 

 

 

 

 

 

282

 

Exercise of employee stock options

 

 

111

 

 

 

1

 

 

 

1,439

 

 

 

 

 

 

 

 

 

 

 

1,440

 

Common stock issued from equity incentive plan

 

 

37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock offering, net of issuance costs

 

 

1,873

 

 

 

19

 

 

 

95,440

 

 

 

 

 

 

 

 

 

95,459

 

Balance at March 31, 2021

 

 

22,030

 

 

$

220

 

 

$

315,274

 

 

$

(138,012

)

 

$

(11,258

)

 

$

166,224

 

Net loss

 

 

 

 

 

��

 

 

 

 

 

(5,574

)

 

 

 

 

 

(5,574

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

223

 

 

 

223

 

Equity-based compensation

 

 

 

 

 

 

 

 

376

 

 

 

 

 

 

 

 

 

376

 

Exercise of employee stock options

 

 

2

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

 

9

 

Common stock issued from equity incentive plan

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

22,033

 

 

$

220

 

 

$

315,659

 

 

$

(143,586

)

 

$

(11,035

)

 

$

161,258

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(4,907

)

 

 

 

 

 

(4,907

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(465

)

 

 

(465

)

Equity-based compensation

 

 

 

 

 

1

 

 

 

449

 

 

 

 

 

 

 

 

 

450

 

Exercise of employee stock options

 

 

96

 

 

 

1

 

 

 

1,010

 

 

 

 

 

 

 

 

 

1,011

 

Common stock issued from equity incentive plan

 

 

50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax withholding related to the net share settlement

   of equity-based awards

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

 

(7

)

Balance at September 30, 2021

 

 

22,179

 

 

$

222

 

 

$

317,111

 

 

$

(148,493

)

 

$

(11,500

)

 

$

157,340

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5


The ExOne Company and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per-share and share amounts)

Note 1. Basis of Presentation

Organization

The ExOne Company (“ExOne”) is a corporation organized under the laws of the state of Delaware. ExOne was formed on January 1, 2013, when The Ex One Company, LLC, a Delaware limited liability company, merged with and into a Delaware corporation, which survived and changed its name to The ExOne Company (the “Reorganization”). As a result of the Reorganization, The Ex One Company, LLC became ExOne, the common and preferred interest holders of The Ex One Company, LLC became holders of common stock and preferred stock, respectively, of ExOne, and the subsidiaries of The Ex One Company, LLC became the subsidiaries of ExOne. The condensed consolidated financial statements include the accounts of ExOne, and its wholly-owned subsidiaries, ExOne Americas LLC (United States); ExOne GmbH (Germany); ExOne Property GmbH (Germany); and ExOne KK (Japan); ExOne Italy S.r.l (Italy); ExOne Sweden AB (Sweden); and through September 2016, MWT—Gesellschaft für Industrielle Mikrowellentechnik mbH (Germany). Collectively, the consolidated group is referred to as the “Company”.

On September 15, 2016, the Company completed a transaction merging its MWT—Gesellschaft für Industrielle Mikrowellentechnik mbH (Germany) subsidiary with and into its ExOne GmbH (Germany) subsidiary. The purpose of this transaction was to further simplify the Company’s legal structure. There were no significant accounting or tax related impacts associated with the merger of these wholly owned subsidiaries.

The Company filed a registration statement on Form S-3 (No. 333-203353) with the Securities and Exchange Commission (“SEC”) on April 10, 2015.  The purpose of the Form S-3 was to register, among other securities, debt securities. Certain subsidiaries of the Company (other than any minor subsidiary) are co-registrants with the Company (“Subsidiary Guarantors”), and the registration statement registered guarantees of debt securities by one or more of the Subsidiary Guarantors. The Subsidiary Guarantors are 100% owned by the Company and any guarantees by the Subsidiary Guarantors will be full and unconditional.

Basis of Presentation

The condensed consolidated financial statements of the Company are unaudited. The condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the results of operations, financial position and cash flows of the Company. All material intercompany transactions and balances have been eliminated in consolidation. The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. The December 31, 20162020 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). This Quarterly Report on Form 10-Q should be read in connection with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2020, which includes all disclosures required by GAAP.

The preparation of these condensed consolidated financial statements requires the Company to make certain judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. Areas that require significant judgments, estimates and assumptions include accounting for accounts receivable (including the allowance for doubtful accounts); inventories (including the allowance for slow-moving and obsolete inventories); product warranty reserves; contingencies; income taxesrevenue (including the valuation allowance on certain deferred tax assetsallocation of a sales contract’s total transaction price to each performance obligation for contracts with multiple performance obligations); and liabilities for uncertain tax positions); equity-based compensation (including the valuation of certain equity-based compensation awards issued by the Company); and testing for impairment of long-lived assets (including the identification of asset groups by management, estimates of future cash flows of identified asset groups and fair value estimates used in connection with assessing the valuation of identified asset groups). The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Certain amounts relatingMerger Transaction

On August 11, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Desktop Metal, Inc., a Delaware corporation (“DM”), Texas Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of DM (“Merger Sub I”) and Texas Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of DM (“Merger Sub II”).  

Upon the terms and subject to restricted cash ($330) and intangible assets – net ($668)the conditions set forth in the accompanying condensed consolidated balance sheetMerger Agreement, Merger Sub I will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of DM (the “First Merger”) and immediately thereafter, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the subsequent merger (the “Second Merger”, and, together with the First Merger, the “Mergers”).

Subject to the terms and conditions of the Merger Agreement, stockholders of the Company will receive, in exchange for each share of our common stock held immediately prior to the Mergers, (i) $8.50 in cash and (ii) a number of shares of DM common stock, equal to the Exchange Ratio (defined below).

The “Exchange Ratio” shall be determined based on DM’s 20-day average closing stock price three trading days prior to closing: (i) if the average closing DM stock price is greater than or equal to $9.70, then the Exchange Ratio shall be set at December 31, 2016,1.7522; (ii) if the average closing DM stock price is less than or equal to $7.94, then the Exchange Ratio shall be set at 2.1416; (iii) if the average closing DM stock price is less than $9.70 but greater than $7.94, then the Exchange Ratio shall be equal to 1.9274 multiplied by the quotient of (x) $8.82 divided by (y) the average closing DM stock price.  

On October 20, 2021, the Company and DM received clearance from the German Federal Ministry for Economic Affairs and Energy, a foreign investment regulatory authority, that the transactions contemplated by the Merger Agreement have been reclassified from prepaidcleared pursuant to section 58a paragraph 1 of the German Foreign Trade and Payments Ordinance. Additionally, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on October 28, 2021 at 11:59 p.m. Eastern Time. Accordingly, the Company and DM have now received all regulatory approvals required as a condition to consummate the Mergers.

On November 9, 2021, the Company held a special meeting of stockholders.  At that special meeting, the ExOne stockholders voted to approve the Merger Agreement. Pursuant to the Merger Agreement, the proposed transaction may close as soon as three business days following the date of the special meeting of ExOne stockholders, subject to customary closing conditions.

6


During the three months and nine months ended September 30, 2021, the Company incurred expenses associated with the planned merger transaction of $3,376 and other current assets$3,477, respectively, all of which are included in selling, general and other noncurrent assets, respectively, to conform to current period presentation. Certain amounts relating to provision (recoveries) for slow-moving, obsolete and lower of cost or market inventories – net ($356) and amortization of debt issuance costs ($5)administrative expenses in the accompanying condensed statement of consolidated cash flows foroperations and comprehensive loss.

COVID-19

In March 2020, the nine months ended September 30, 2016, have been reclassified from decrease in inventoriesWorld Health Organization declared the novel strain of coronavirus a global pandemic (“COVID-19”) and decrease in prepaid expensesrecommended containment and other assets, respectively,mitigation measures worldwide. The impact of COVID-19 and the related economic, business and market disruptions were wide-ranging and continue to conform to current period presentation.

Recently Adopted Accounting Guidance

On January 1, 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory.” This ASU modifies existing guidance and is intended to reduce diversity in practice with respect to the accounting for the income tax consequences of intra-entity transfers of assets. The ASU indicates that the former exception to income tax accounting that requires companies to defer the income tax effects of certain intercompany transactions would apply only to intercompany inventory transactions. That is, the exception no longer applies

6


to intercompany sales and transfers of other assets (e.g., property and equipment or intangible assets). Under the former exception, income tax expense associated with intra-entity profits in an intercompany sale or transfer of assets was eliminated from earnings. Instead, that cost was deferred and recorded on the balance sheet (e.g., as a prepaid asset) until the assets left the consolidated group. Similarly, the entity was prohibited from recognizing deferred tax assets for the increases in tax bases due to the intercompany sale or transfer. A modified retrospective basis of adoption was required for this ASU.be significant. As a result a cumulative-effect adjustment of approximately $408COVID-19, the Company was required to temporarily close its operations at its North Huntingdon, Pennsylvania facility for the period from March 23 through March 30, 2020. In response to COVID-19, the Company has been recorded to accumulated deficitincurred incremental costs associated with protecting the health and safety of the Company’s global workforce, enhanced sanitization of the Company’s global operating facilities, and information technology capabilities for employees operating remotely. Beginning in March 2020, restrictions imposed by various governmental authorities on January 1, 2017, in connection with this adoption. This cumulative-effect adjustment relatesboth domestic and international shipping and travel have caused disruptions to the prepaid expense associated with intra-entity transferstiming of propertydelivery and equipment included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet at December 31, 2016.

On January 1, 2017, the Company adopted FASB ASU 2016-17, “Consolidation: Interests Held through Related Parties That Are under Common Control.” This ASU modifies former guidance with respect to how a decision maker that holds an indirect interest in a variable interest entity (“VIE”) through a common control party determines whether it is the primary beneficiaryinstallation of the VIE as partCompany’s three-dimensional (“3D”) printing machines, resulting in negative impacts to the Company’s financial position, results of operations and cash flows. The duration and severity of the analysis of whether the VIE would need to be consolidated. Under the ASU, a decision maker needs to consider onlyoutbreak and its proportionate indirect interest in the VIE held through a common control party. Previous guidance had required the decision maker to treat the common control party’s interest in the VIE as if the decision maker held the interest itself. The Company does not have significant involvement with entities subject to consolidation considerations impacted by VIE model factors addressed by this ASU. Management has determined that the adoption of this ASU did not have anlong-term impact on the condensed consolidatedCompany’s business remain uncertain. The Company is unable to predict the impact that COVID-19 will have on its future financial statementsposition, results of the Company.

On January 1, 2017, the Company adopted FASB ASU 2015-11, “Inventory: Simplifying the Measurement of Inventory.” This ASU requires inventories to be measured at the lower of costoperations and net realizable value, with net realizable value defined as the estimated selling price in the normal course of business, less reasonably predictable costs of completion, disposal and transportation. Management has determined that the adoption of this ASU did not have an impact on the condensed consolidated financial statements of the Company.cash flows.

Recently Issued Accounting Guidance

The Company considers the applicability and impact of all ASUsAccounting Standards Updates (“ASUs”) issued by the FASB.Financial Accounting Standards Board (the “FASB”). Recently issued ASUs not listed below either were assessed and determined to be either not applicable or are currently expected to have no impact on the consolidated financial statements of the Company.

In May 2017,2021, the FASB issued ASU 2017-09, “Compensation – Stock Compensation: Scope2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Modification Accounting.”Freestanding Equity-Classified Written Call Options”. This ASU requires registrantsclarifies the accounting treatment for freestanding equity-classified written call options that are modified or exchanged as part of or directly related to applya modification accounting unless three specific criteria are met. The three criteria are: the fair valueor an exchange of the award is the same before and after the modification, the vesting conditions are the same before and after the modification and the classification as a debt or equity award is the same before and after the modification.existing debt.  This ASU becomes effective for the Company on January 1, 2018, and is to be applied prospectively to new awards granted after adoption. 2022. Early adoption is permitted. Management is currently evaluating the potential impact of this ASU onThis guidance would only be applicable to the consolidated financial statements of the Company.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” This ASU is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classifiedCompany in the statementevent that freestanding equity-classified written call options were modified or exchanged as a part of cash flows. The standard provides guidance in a numberor directly related to the modification or exchange of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds fromexisting debt.  As no such transactions have occurred during the settlement of insurance claims,current year and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and paymentsno such transactions are anticipated, management determined that have aspects of more than one class of cash flows. This ASU becomes effective for the Company on January 1, 2019. Early adoption is permitted. Management is currently evaluating the potential impact of this ASU will not have an impact on the consolidated financial statements of the Company.

In FebruaryJune 2016, the FASB issued ASU 2016-02, “Leases.2016-13, “Financial Instruments – Credit Losses. This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. As a resultsmaller reporting company pursuant to Rule 12b-2 of this ASU, lessees will be required to recognize the following for all leases (with the exceptionSecurities Exchange Act of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. As a result of this ASU, lessor accounting is largely unchanged and lessees will no longer be provided with a source of off-balance sheet financing. This ASU becomes1934, as amended, these changes become effective for the Company on January 1, 2019. Early adoption is permitted. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach.2023. Management is currently evaluating the potential impact of this ASU on the consolidated financial statements of the Company.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This ASU created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersedes virtually all existing revenue recognition requirements and guidance. This framework is expected to provide a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity should apply the following steps: identify the

7


contract(s) with a customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract(s), and recognize revenue when, or as, the entity satisfies a performance obligation. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date,” which deferred the effective date of this guidance for the Company until January 1, 2019, or January 1, 2018, in the event that the Company no longer qualifies as an EGC.  Early adoption is permitted, but the Company may adopt the changes no earlier than January 1, 2017 (regardless of EGC status). Management is currently evaluating the potential impact of these collective changes on the consolidated financial statements of the Company.

Note 2. LiquidityCommon Stock Offerings

On February 6, 2013,In September 2020, the Company commenced an initial public offering of 6,095,000 shares of its common stock at a price to the public of $18.00 per share, of which 5,483,333 shares of common stock were sold by the Company and 611,667 shares of common stock were sold by a selling stockholder (including consideration of the exercise of the underwriters’ over-allotment option). The Company received approximately $90,371 in unrestricted net proceeds in connection with this offering (net of underwriting commissions and offering costs).

On September 9, 2013, the Company commenced a secondary public offering of 3,054,400 shares of its common stock at a price to the public of $62.00 per share, of which 1,106,000 shares of common stock were sold by the Company and 1,948,400 shares of common stock were sold by selling stockholders (including consideration of the exercise of the underwriters’ over-allotment option). The Company received approximately $64,948 in unrestricted net proceeds in connection with this offering (net of underwriting commissions and offering costs).

On January 8, 2016, the Company announced that it had entered into an At Market Issuance SalesEquity Distribution Agreement (“ATM”) with FBR Capital Markets & Co. (“FBR”) and MLV & Co.Canaccord Genuity LLC (“MLV”Canaccord”) pursuant to which FBR and MLVCanaccord agreed to act as distribution agentssales agent in the sale of up to $50,000$25,000 in the aggregate of ExOne common stock in “at the market“at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Both FBR and MLV were identified as related parties to In February 2021, the Company onterminated the basis of significant influence in that a memberEquity Distribution Agreement.  At the time of the Board of Directorstermination of the Equity Distribution Agreement, the remaining maximum offering capacity was $9,269. The Company also served as a memberdid not sell any shares of the Board of Directors of FBR (which controlled MLV). The terms of the ATM were reviewed and approved by a sub-committee of the Board of Directors of the Company (which included each of the members of the Audit Committee of the Board of Directors except for the identified director who also held a position on the Board of Directors of FBR). This related party determination ended on June 1, 2017, when the identified director ceased serving as a member of the Board of Directors of FBR. Terms of the ATM require a 3.0% commission on the sale ofits common stock under the ATM and an initial reimbursement of certain legal expenses of $25. During the quarter ended March 31, 2016,Equity Distribution Agreement during 2021 prior to its termination. There were no fees or penalties incurred by the Company sold 91,940in connection with the termination of the Equity Distribution Agreement.

In February 2021, following the termination of the Equity Distribution Agreement, the Company entered into an underwriting agreement with Stifel, Nicolaus & Company, Incorporated, Canaccord and certain other underwriters pursuant to which the Company agreed to issue and sell up to 1,666,667 shares of common stock under the ATM at a weighted average selling price of approximately $9.17 per share resulting in gross proceeds to the Company of approximately $843. Unrestricted net proceeds to the Company from the sale of common stock under the ATM during the quarter ended March 31, 2016 were approximately $595 (after deducting offering costs of approximately $248, including certain legal, accounting and administrative costs associated with the ATM, of which approximately $50 was paid to FBR or MLV relating to the aforementioned initial reimbursement of certain legal expenses and commissions on the sale of common stock under the ATM). There have been no sales of shares of common stock under the ATM during any periods subsequent to the quarter ended March 31, 2016.

On January 11, 2016, the Company announced that it had entered into a subscription agreement with Rockwell Forest Products, Inc. and S. Kent Rockwell for the registered direct offering and sale of 1,423,877 shares of ExOneits common stock at a public offering price of $54.00 per share. Under the agreement, the Company agreed to pay underwriting discounts and commissions of $2.835 per share, price of $9.13 (a $0.50 premium fromas well as reimburse the closing price on the close of business on January 8, 2016). Both Rockwell Forest Products, Inc. and S. Kent Rockwell were identified as related parties tounderwriters for certain expenses. In addition, the Company as S. Kent Rockwell served as Chairman and CEOgranted the underwriters a 30-day option to purchase up to an additional 205,907 shares of the Company and was the controlling shareholder of Rockwell Forest Products, Inc.its common stock at the time of the transaction.public offering price, less underwriting discounts and commissions. The terms of this transaction were reviewed and approved by a sub-committee of independent members of the Board of Directors of the Company (which included each of the members of the Audit Committee of the Board of Directors). The sub-committee of independent members of the Board of Directors of the Company were advised on the transaction by an independent financial advisor and independent legal counsel. Concurrent with the approval of this sale of common stock under the terms identified, a separate sub-committee of independent members of the Board of Directors of the Company approved the terminationunderwriters exercised their option to purchase 205,907 shares of the Company’s revolving credit facility with RHI Investments, LLC.  Following completionstock in-full.

As a result of the registered directthis common stock offering, on January 13, 2016,during February 2021, the Company received gross proceedssold 1,872,574 shares of approximately $13,000. Unrestrictedits common stock and received net proceeds to(after deducting underwriting discounts and commissions) of $95,725. The Company incurred expenses (other

7


than underwriting discounts and commissions) associated with the Company from the sale of common stock inoffering of $266, all of which was recognized during the registered direct offering were approximately $12,447 (after deducting offering costs of approximately $553).three months ended March 31, 2021.

The Company has incurred a net loss in each of its annual periods since its inception. As shown in the accompanying condensed statement of consolidated operations and comprehensive loss, the Company incurred a net loss of approximately $4,863 and $18,057 for the quarter and nine months ended September 30, 2017, respectively. As noted above, the Company has received cumulative unrestricted net proceeds from the salenot sold any shares of its common stock of approximately $168,361through common stock offerings subsequent to fund its operations. At September 30, 2017, the Company had approximately $17,706 in unrestricted cash and cash equivalents.February 2021 common stock offering.

Management believes that the Company’s existing capital resources will be sufficient to support the Company’s operating plan. If management anticipates that the Company’s actual results will differ from its operating plan, management believes it has sufficient capabilities to enact cost savings measures to preserve capital. Further, the Company may seek to raise additional capital to support its growth through additional debt, equity or other alternatives (including asset sales) or a combination thereof.

8


Note 3. Accumulated Other Comprehensive Loss

The following table summarizes changes in the components of accumulated other comprehensive loss:loss for the periods indicated:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Foreign currency translation adjustments

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(11,216

)

 

$

(11,736

)

 

$

(14,735

)

 

$

(13,535

)

 

$

(11,035

)

 

$

(11,951

)

 

$

(10,138

)

 

$

(11,483

)

Other comprehensive income

 

 

1,194

 

 

 

489

 

 

 

4,713

 

 

 

2,288

 

Other comprehensive (loss) income

 

 

(465

)

 

 

856

 

 

 

(1,362

)

 

 

388

 

Balance at end of period

 

$

(10,022

)

 

$

(11,247

)

 

$

(10,022

)

 

$

(11,247

)

 

$

(11,500

)

 

$

(11,095

)

 

$

(11,500

)

 

$

(11,095

)

Foreign currency translation adjustments consist of the effect of translation of functional currency financial statements (denominated in the euro and Japanese yen) to the reporting currency of the Company (United States dollar) and certain long-term intercompany transactions between subsidiaries for which settlement is not planned or anticipated in the foreseeable future.

There were no0 tax impacts related to income tax rate changes and no0 amounts were reclassified to earnings for eitherany of the periods presented.

Note 4. Loss Per Share

The Company presents basic and diluted loss per common share amounts. Basic loss per common share is calculated by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the applicable period. Diluted loss per common share is calculated by dividing net loss available to common stockholders by the weighted average number of common shares and common equivalent sharesshare equivalents outstanding during the applicable period.

As the Company incurred a net loss during each of the quartersthree months and nine months ended September 30, 20172021 and 2016,2020, basic average common shares outstanding and diluted average common shares outstanding were the same because the effect of potential shares of common stock, including stock options (696,137(436,973 – 20172021 and 317,637654,6172016)2020) and unvested restricted stock issued (67,505(182,011 – 20172021 and 112,504199,3912016)2020), was anti-dilutive.

The information used to compute basic and diluted net loss per common share was as follows:follows for the periods indicated:

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net loss

 

$

(4,863

)

 

$

(3,611

)

 

$

(18,057

)

 

$

(12,030

)

 

$

(4,907

)

 

$

(3,273

)

 

$

(16,621

)

 

$

(10,944

)

Weighted average shares outstanding (basic and diluted)

 

 

16,069,453

 

 

 

15,997,146

 

 

 

16,048,257

 

 

 

15,912,628

 

 

 

22,096,704

 

 

 

17,596,076

 

 

 

21,727,561

 

 

 

16,812,806

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.30

)

 

$

(0.23

)

 

$

(1.13

)

 

$

(0.76

)

 

$

(0.22

)

 

$

(0.19

)

 

$

(0.76

)

 

$

(0.65

)

Diluted

 

$

(0.30

)

 

$

(0.23

)

 

$

(1.13

)

 

$

(0.76

)

 

$

(0.22

)

 

$

(0.19

)

 

$

(0.76

)

 

$

(0.65

)

 

Note 5. RestructuringRevenue

On January 26, 2017,The Company derives revenue from the sale of 3D printing machines and 3D printed and other products, materials and services. Revenue is recognized when the Company committedsatisfies its performance obligation(s) under a contract (either implicit or explicit) by transferring the promised product or service to a plancustomer, which is when (or as) the customer obtains control of the product or service. A performance obligation is a promise in a contract to consolidate certaintransfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation.

Revenue is measured as the amount of its three-dimensional (“3D”) printing operationsconsideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales, value add, and other taxes collected from its North Las Vegas, Nevada facility into its Troy, Michigancustomers and Houston, Texas facilitiesremitted to governmental authorities are accounted for on a net (excluded from revenue) basis. Shipping and exit its non-core specialty machining operationshandling costs are included in its Chesterfield, Michigan facility. These actions were taken as a resultcost of the accelerating adoption ratesales.

Certain of the Company’s sandcontracts with customers contain multiple performance obligations. Sales of 3D printing technologymachines may also include optional equipment, materials, replacement components and services (installation, training and other services, including maintenance services and/or an extended warranty). Certain other contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in North Americathe contract and, therefore, not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using

8


the Company’s best estimate of stand-alone selling price for each distinct product or service in the contract, which is generally based on an observable price.

When the Company sells products to customers, revenue is recognized at a point in time. The Company’s contracts for 3D printing machines generally include substantive customer acceptance provisions. Revenue under these contracts is recognized when customer acceptance provisions have been satisfied. For all other product sales, the Company recognizes revenue at the point in time in which the customer obtains control of the product, which is generally when product title passes to the customer upon delivery. In certain cases, title does not transfer and revenue is not recognized until the customer has resultedreceived the products at its physical location.

The Company’s revenue from service arrangements includes deferred maintenance contracts and extended warranties that can be purchased at the customer’s option. The Company generally provides a standard one-year warranty on the Company’s 3D printing machines, which is considered an assurance type warranty, and not considered a separate performance obligation (Note 8). Revenue associated with deferred maintenance contracts is generally recognized at a point in time when the related services are performed where sufficient historical evidence indicates that the costs of performing the related services under the contract are not incurred on a straight-line basis, with such revenue recognized in proportion to the costs expected to be incurred. Revenue associated with extended warranties is generally recognized over time on a straight-line basis over the related contract period.

The Company generates certain revenues through the sale of research and development services. Revenue under research and development service contracts is generally recognized over time where progress is measured in a refocusmanner that reflects the transfer of control of the promised goods or services to the customer. Depending on the facts and circumstances surrounding each research and development service contract, revenue is recognized over time using either an input measure (based on the entity’s direct costs incurred in an effort to satisfy the performance obligations) or an output measure (specifically units or parts delivered, based upon certain customer acceptance and delivery requirements).

A portion of the Company’s operational strategy.service revenue is generated through contracts with the federal government under fixed-fee, cost reimbursable and time and materials arrangements (certain of which may have periods of performance greater than one year). Revenue under these contracts is generally recognized over time using an input measure based upon direct costs incurred.

As a resultThe following table summarizes the Company’s revenue by product group for the periods indicated:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

3D printing machines

 

$

10,792

 

 

$

10,488

 

 

$

26,200

 

 

$

21,703

 

3D printed and other products, materials and services

 

 

8,251

 

 

 

6,911

 

 

 

24,646

 

 

 

20,178

 

 

 

$

19,043

 

 

$

17,399

 

 

$

50,846

 

 

$

41,881

 

The timing of these actions, during the quarter ended March 31, 2017, the Company recorded charges of approximately $984, including approximately $110 associated with involuntary employee terminations, approximately $7 associated with other exit costsrevenue recognition, billings and approximately $867 associated with asset impairments. Charges associated with involuntary employee terminationscash collections results in billed receivables, unbilled receivables (contract assets) and other exit costs were recorded to cost of salesdeferred revenue and customer prepayments (contract liabilities) in the accompanying condensed statementconsolidated balance sheet. The Company considers a number of operationsfactors in its evaluation of the creditworthiness of its customers, including past due amounts, past payment history, and comprehensive loss. Chargescurrent economic conditions. For 3D printing machines, the Company’s terms of sale vary by transaction. To reduce credit risk in connection with 3D printing machine sales, the Company may, depending upon the circumstances, require customers to furnish letters of credit or bank guarantees or to provide advanced payment (either partial or in full). For 3D printed and other products and materials, the Company’s terms of sale generally require payment within 30 to 60 days after delivery, although the Company also recognizes that longer payment periods are customary in certain countries where it transacts business. Service arrangements are generally billed in accordance with specific contract terms and are typically billed in advance or in proportion to performance of the related services.

For the nine months ended September 30, 2021, the Company recognized revenue of $9,361 related to contract liabilities at January 1, 2021. There were no other significant changes in contract liabilities during the nine months ended September 30, 2021. Contract assets were not significant during the nine months ended September 30, 2021.

As of September 30, 2021, the Company had approximately $57,300 of remaining performance obligations (including contract liabilities), which is also referred to as backlog, of which approximately $50,700 is expected to be fulfilled during the next twelve months notwithstanding uncertainty related to the impact of COVID-19 (Note 1) including, but not limited to, international shipping and travel restrictions brought about by COVID-19, which could have an adverse effect on the timing of delivery and installation of products and/or services to customers.

The Company has elected to apply the practical expedient associated with asset impairments were split between costincremental costs of obtaining a contract, and as such, sales ($598), as a component of depreciationcommission expense andis generally expensed when incurred because the amortization period would be one year or less. These costs are recorded within selling, general and administrative expenses ($269), as a component of amortization expense,expenses.

Accounts receivable and net investment in sales-type leases are reported at their net realizable value. The Company carries its investment in sales-type leases based on discounting the minimum lease payments by the interest rate implicit in the accompanying condensed statementlease, less an allowance for doubtful accounts. The Company’s estimate of operationsthe allowance for doubtful accounts related to accounts receivable and comprehensive loss.net investment in sales-type leases is based on the Company’s evaluation of customer accounts with past-due outstanding balances or

9


specific accounts for which it has information that the customer may be unable to meet its financial obligations. Based upon review of these accounts, and management’s analysis and judgment, the Company records a specific allowance for that customer’s accounts receivable or net investment in sales-type lease balance to reduce the outstanding balance to the amount expected to be collected. The allowance is re-evaluated and adjusted periodically as additional information is received that impacts the allowance amount reserved. At September 30, 2021 and December 31, 2020, the allowance for doubtful accounts was $529and $576, respectively. During the quarterthree months ended JuneSeptember 30, 2017,2021 and 2020, the Company recorded a chargenet provision for bad debts of approximately $32 associated with an additional involuntary employee termination which required a service commitment through April 2017. This charge was recorded to cost of sales in$15 and $15, respectively. During the accompanying condensed statement of operationsnine months ended September 30, 2021 and comprehensive loss. There have been no additional charges recorded associated with this plan in subsequent periods. There are no additional charges expected to be incurred associated with this plan in future periods. The Company has settled all amounts associated with involuntary employee terminations and other exit costs.

Charges associated with asset impairments relate principally to the Company’s plan to exit its non-core specialty machining operations in its Chesterfield, Michigan facility. On April 21, 2017, the Company sold to a third party certain assets associated with these operations including inventories (approximately $79), property and equipment (approximately $2,475) and other contractual

9


rights (approximately $269). Total gross proceeds from the sale of these assets were approximately $2,050. After deducting costs directly attributable to the sale of these assets (approximately $128),2020, the Company recorded an impairment loss during the quarter ended March 31, 2017,net recoveries for bad debts of approximately $859 split between property$38 and equipment ($590) and intangible assets ($269) based on the excess of the carrying value over the estimated fair value of the related assets at March 31, 2017, and a loss on disposal (recorded to cost of sales in the accompanying condensed statement of operations and comprehensive loss) during the quarter ended June 30, 2017, of approximately $42. Additionally, the Company recorded an impairment loss during the quarter ended March 31, 2017, of approximately $8 associated with certain property and equipment which was abandoned in connection with the Company’s exit of its North Las Vegas, Nevada facility.$4, respectively.

Separate from the transaction described above, on May 9, 2017, the Company sold to a third party certain property and equipment (principally land and building) associated with its North Las Vegas, Nevada facility. Total gross proceeds from the sale of these assets were approximately $1,950. After deducting costs directly attributable to the sale of these assets (approximately $137), the Company recorded a gain on disposal (recorded to cost of sales in the accompanying condensed statement of operations and comprehensive loss) during the quarter ended June 30, 2017, of approximately $347.

In April 2016, the Company committed to a plan to consolidate certain of its 3D printing operations in its Auburn, Washington facility into its North Las Vegas, Nevada facility and reorganize certain of its corporate departments as part of its 2016 operating plan. As a result of these actions, during the quarter ended June 30, 2016, the Company incurred a net charge of approximately $170 including, $57 associated with involuntary employee terminations and $113 associated with the disposal of certain property and equipment related to the Auburn, Washington facility which was either sold or abandoned. This net charge was split between cost of sales ($129), research and development ($2) and selling, general and administrative expenses ($39) in the accompanying statement of consolidated operations and comprehensive loss. In addition to the net charge incurred by the Company in connection with this plan, the Company also has an operating lease commitment for the Auburn, Washington facility with a lease term through December 2018. At the time of closure of this facility, the Company was able to secure a firmly committed sublease arrangement with a third party which fully offsets its remaining contractual operating lease liability. There have been no additional charges recorded associated with this plan in subsequent periods. There are no additional charges expected to be incurred associated with this plan in future periods. The Company has settled all amounts associated with involuntary employee terminations.

Note 6. Impairment

During the quarter ended September 30, 2017, as a result of continued operating losses and cash flow deficiencies, the Company identified a triggering event requiring a test for the recoverability of long-lived assets held for use at the asset group level. Assessing the recoverability of long-lived assets held for use requires significant judgments and estimates by management.

For purposes of testing long-lived assets for recoverability, the Company operates as three separate asset groups: United States, Europe and Japan. In assessing the recoverability of long-lived assets held for use, the Company determined the carrying amount of long-lived assets held for use to be in excess of the estimated future undiscounted net cash flows of the related assets. The Company proceeded to determine the fair value of its long-lived assets held for use, principally through use of the market approach. The Company’s use of the market approach included consideration of market transactions for comparable assets. Management concluded that the fair value of long-lived assets held for use exceeded their carrying value and as such no impairment loss was recorded.

A significant decrease in the market price of a long-lived asset, adverse change in the use or condition of a long-lived asset, adverse change in the business climate or legal or regulatory factors impacting a long-lived asset and continued operating losses and cash flow deficiencies associated with a long-lived asset, among other indicators, could cause a future assessment to be performed which may result in an impairment of long-lived assets held for use, resulting in a material adverse effect on the financial position and results of operations of the Company.

Note 7.6. Cash, Cash Equivalents, and Restricted Cash

The following provides a reconciliation of cash, cash equivalents, and restricted cash as reported in the accompanying condensed consolidated balance sheet to the same such amounts shown in the accompanying condensed statement of consolidated cash flows:flows as of the dates indicated:

 

 

September 30,

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Cash and cash equivalents

 

$

17,706

 

 

$

27,825

 

 

$

122,809

 

 

$

49,668

 

Restricted cash

 

 

1,098

 

 

 

330

 

 

 

1,870

 

 

 

508

 

Cash, cash equivalents, and restricted cash shown in the

condensed statement of consolidated cash flows

 

$

18,804

 

 

$

28,155

 

Cash, cash equivalents, and restricted cash

 

$

124,679

 

 

$

50,176

 

10


Restricted cash at September 30, 2017 includes approximately $768 associated with2021 included $1,270 of cash collateral required by a German bank for ashort-term financial guaranteeguarantees and letters of credit issued by ExOne GmbH in connection with certain commercial transactions requiring security (Note 9) and $600 of cash collateral required by a commercial transaction requiring security. United States bank to offset certain short-term, unsecured lending commitments associated with the Company’s corporate credit card program

Restricted cash at both September 30, 2017 and December 31, 2016 includes approximately $330 associated with2020 included $508 of cash collateral required by a United States bank to offset certain short-term, unsecured lending commitments associated with the Company’s corporate credit card program. 

Each of the balances described above are considered legally restricted by the Company.

Note 8.7. Inventories

Inventories consistconsisted of the following:following as of the dates indicated:

 

 

September 30,

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Raw materials and components

 

$

7,306

 

 

$

7,429

 

 

$

14,728

 

 

$

9,436

 

Work in process

 

 

6,253

 

 

 

5,166

 

 

 

5,481

 

 

 

4,797

 

Finished goods

 

 

3,084

 

 

 

3,243

 

 

 

4,869

 

 

 

6,329

 

 

$

16,643

 

 

$

15,838

 

 

$

25,078

 

 

$

20,562

 

 

Raw materials and components consist of consumable materials and component parts and subassemblies associated with 3D printing machine manufacturing and support activities. Work in process consists of 3D printing machines and other products in varying stages of completion. Finished goods consist of 3D printing machines and other products prepared for sale in accordance with customer specifications.

At September 30, 20172021 and December 31, 2016,2020, the allowance for slow-moving and obsolete inventories was approximately $3,364$2,870 and $1,517,$2,678, respectively, and has been reflected as a reduction to inventories (principally raw materials and components). IncludedThe following table summarizes changes in the allowance for slow-moving and obsolete inventories atfor the periods indicated:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Balance at beginning of period

 

$

2,813

 

 

$

2,493

 

 

$

2,678

 

 

$

3,443

 

Provision for slow-moving and obsolete inventories  ̶  net

 

 

160

 

 

 

30

 

 

 

378

 

 

 

130

 

Reductions for sale, consumption or scrap of previously

   reserved amounts

 

 

(42

)

 

 

(55

)

 

 

(50

)

 

 

(1,110

)

Foreign currency translation adjustments

 

 

(61

)

 

 

94

 

 

 

(136

)

 

 

99

 

Balance at end of period

 

$

2,870

 

 

$

2,562

 

 

$

2,870

 

 

$

2,562

 

Reductions for sale, consumption or scrap of previously reserved amounts for the nine months ended September 30, 2017, is approximately $1,631 related to2020 consisted principally of certain raw material and component inventories associated with the Company’s former Exerial 3D printing machine platform, (see further discussion below).

10


which were disposed of during the period. There was no significant benefit or charge recorded during the nine months ended September 30, 2020 in connection with the related disposals.

During the quarternine months ended JuneSeptember 30, 2017,2020, the Company recorded a charge of approximately $1,460 to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss attributable to certain raw material and component inventories (principally machine frames and other fabricated components) associated with the Company’s Exerial 3D printing machine platform based on decisions made by the Company during the period related to certain design changes and improvements to the underlying platform (rendering certain elements of the previous design obsolete).

During the quarter ended June 30, 2016, the Company recorded a credit of approximately $507 to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss attributable to the reversal of a previously recorded reserve for certain inventories associated with the Company’s laser micromachining product line which was discontinued at the end of 2014, based on the sale of such laser micromachining inventories during the period.  

During the quarter and nine months ended September 30, 2017, the Company recorded a (credit) charge of approximately ($11) and $116, respectively,$205 to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss associated with certain work in process inventories for which cost was determined to exceed net realizable value. There were no such credits or charges recorded by the Company during the quarter or nine months ended September 30, 2016.

Note 9.8. Product Warranty Reserves

Substantially all of the Company’s 3D printing machines are covered by a standard twelve monthone-year warranty. Generally, at the time of sale, a liability is recorded (with an offset to cost of sales) based upon the expected cost of replacement parts and labor to be incurred over the life of the standard warranty. Expected cost is estimated using historical experience for similar products. The Company periodically assesses the adequacy of the product warranty reserves based on changes in these factors and records any necessary adjustments if actual experience indicates that adjustments are necessary. Future claims experience could be materially different from prior results because of the introduction of new, more complex products, a change in the Company’s warranty policy in response to industry trends, competition or other external forces, or manufacturing changes that could impact product quality. In the event that the Company determines that its current or future product repair and replacement costs exceed estimates, an adjustment to thesethe associated product warranty reserves would be chargedis recorded to cost of sales in the period that such a determination is made.

The following table summarizes changes inAt September 30, 2021 and December 31, 2020, the product warranty reserves (such amountsbalance was $1,011 and $1,335, respectively, and has been reflected in accrued expensesexpense and other current liabilities in the accompanying condensed consolidated balance sheetsheet. The following table summarizes changes in the product warranty reserves balance for each respective period):the periods indicated:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Balance at beginning of period

 

$

1,100

 

 

$

603

 

 

$

1,335

 

 

$

866

 

Provisions for new issuances

 

 

422

 

 

 

391

 

 

 

1,313

 

 

 

854

 

Payments

 

 

(373

)

 

 

(561

)

 

 

(1,769

)

 

 

(1,406

)

Reserve adjustments

 

 

(126

)

 

 

607

 

 

 

167

 

 

 

728

 

Foreign currency translation adjustments

 

 

(12

)

 

 

25

 

 

 

(35

)

 

 

23

 

Balance at end of period

 

$

1,011

 

 

$

1,065

 

 

$

1,011

 

 

$

1,065

 

11


 

 

Quarter Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Balance at beginning of period

 

$

1,075

 

 

$

992

 

 

$

1,115

 

 

$

1,308

 

     Provisions for new issuances

 

 

243

 

 

 

403

 

 

 

763

 

 

 

699

 

     Payments

 

 

(174

)

 

 

(146

)

 

 

(427

)

 

 

(648

)

     Reserve adjustments

 

 

(100

)

 

 

(89

)

 

 

(466

)

 

 

(235

)

     Foreign currency translation adjustments

 

 

14

 

 

 

4

 

 

 

73

 

 

 

40

 

Balance at end of period

 

$

1,058

 

 

$

1,164

 

 

$

1,058

 

 

$

1,164

 

 

Note 10.9. Contingencies and Commitments

Contingencies

On JulyMarch 1, 2017,2018, the Company’s ExOne GmbH subsidiary notified Voxeljet AG that it had materially breached a 2003 Patent and Know-How Transfer Agreement and asserted its rights to set-off damages as a result of the breaches against the annual license fee due from the Company (through its ExOne GmbH subsidiary) entered into a Settlement Agreement with Kocel Foundry Limited (also known as Kocel CSR Casting Company, Limited) and Kocel Group (Hong Kong) Limited (collectively, “Kocel”) relating to settlement ofunder the arbitration case (no. 100019-2017) administered by the Swiss Chambers’ Arbitration Institution Notice of Arbitration, as filed byagreement. At this time, the Company on January 25, 2017. Among other things, the Settlement Agreement provided forcannot reasonably estimate a cash payment from ExOne GmbH to Kocel of approximately $811 and a settlement and release of claimscontingency, if any, related to a sales agreement between the parties for certain 3D printing machines and related equipment (the “Sales Agreement”). Based on the terms of the Settlement Agreement, including the final acceptance by Kocel of the 3D printing machines and related equipment, and relief from further obligation, liability or warranty for both parties (excluding certain intellectual property considerations), the Company recorded revenue of approximately $2,762 associated with the Sales Agreement (net of the cash payment made by ExOne GmbH to Kocel, such payment made on July 5, 2017) and the related cost of sales, during the quarter ending September 30, 2017.this matter.

The Company and its subsidiaries areis subject to various litigation, claims, and proceedings which have been or may be instituted or asserted from time to time in the ordinary course of business. Other than the matter further described above, managementManagement does not believe that the outcome of any pending or threatened matters will have a material adverse effect, individually or in the aggregate, on the financial position, results of operations or cash flows of the Company.

Commitments

In the normal course of its operations, ExOne GmbH issues short-term financial guarantees and letters of credit to third parties in connection with certain commercial transactions requiring security. ExOne GmbH maintainssecurity through a credit facility agreement with a German bank whichbank. The credit facility provides a capacity amount of $4,057 (€3,500) for various short-term financings in the formissuance of overdraft credit, financial guarantees and letters of credit and collateral security for commercial transactions for approximately $1,500 (€1,300). In addition, ExOne GmbH may use therequiring security.  The credit facility agreementdoes not require cash collateral for short-term, fixed-rate loans in minimum incrementsthe issuance of approximately $100 (€100) with minimum termsfinancial guarantees and letters of at least thirty days. The overdraft credit interest rate is fixed at 10.2% while the interest rate associated withfor commercial transactions requiring security (financial guarantees, lettersfor amounts up to $1,159 (€1,000).  Amounts in excess of credit or$1,159 (€1,000) require cash collateral security) is fixed at 1.75%. The credit facility agreement has an indefinite term and is subject to cancellation by either party at any time upon repayment of amounts outstanding or expiration of commercial transactions requiring security. There is no commitment fee associated withunder the credit facility agreement. There are no negative covenants associated with the credit facility agreement. The credit facility agreement has been guaranteed by the Company. facility.

At September 30, 2017 and December 31, 2016, there were no outstanding borrowings in the form of overdraft credit or short-term loans under the credit facility agreement. At September 30, 2017,2021, total outstanding financial guarantees and letters of credit issued by ExOne GmbH under the credit facility agreement were approximately $865 (€732)$2,429 (€2,096), with expiration dates ranging from November 2021 through March 2023. Included in the total outstandingAt September 30, 2021, cash collateral of $1,270 (€1,096) was required for financial guarantees and letters of credit issued by ExOne GmbH are approximately $584 (€494) with expiration dates ranging from October 2017 through July 2018 and approximately $281 (€238) which have no expiration date. At December 31, 2016, total outstanding guarantees and letters of credit issued by ExOne GmbH under the credit facility agreement were approximately $400 (€380).

In addition to amounts issued by ExOne GmbH under(included in restricted cash in the credit facility agreement, during the quarter ended Marchaccompanying condensed consolidated balance sheet). At December 31, 2017, ExOne GmbH entered into separate agreements with the same German bank for additional capacity for financial guarantees and letters of credit associated with certain commercial transactions requiring security. Terms of the separate agreements are substantially similar to those of the existing credit security agreement except that the German bank required cash collateral to be posted by ExOne GmbH in connection with any related issuance. At September 30, 2017,2020, total outstanding financial guarantees and letters of credit issued by ExOne GmbH under these separatethe amended credit facility were $928 (€756). At December 31, 2020, 0 cash collateral was required for financial guarantees and letters of credit issued under the credit facility.


Note 10. Related Party Revolving Credit Facility

On March 12, 2018, the Company and its ExOne Americas LLC and ExOne GmbH subsidiaries, as guarantors (collectively, the “Loan Parties”), entered into a Credit Agreement and related ancillary agreements with LBM Holdings, LLC (“LBM”), a company controlled by S. Kent Rockwell, who was the Executive Chairman of the Company (a related party) at such date and is currently Chairman of the Company, relating to a $15,000 revolving credit facility (the “Credit Agreement”) to provide additional funding to the Company for working capital and general corporate purposes. The Credit Agreement provided a credit facility for a term of three years (through March 12, 2021), bearing interest at a rate of one-month LIBOR plus an applicable margin of 500 basis points. The Credit Agreement required a commitment fee of 75 basis points, or 0.75%, on the unused portion of the facility, payable monthly in arrears. In addition, an up-front commitment fee of 125 basis points, or 1.25% ($188), was required at closing. Borrowings under the Credit Agreement were approximately $768 (€650)collateralized by the accounts receivable, inventories and machinery and equipment of the Loan Parties.

On February 18, 2020, the Loan Parties and LBM entered into a First Amendment to the Credit Agreement (the “Amendment”) which expired(i) reduced the available capacity under the revolving credit facility to $10,000, (ii) extended the term of the credit facility until March 31, 2024, (iii) increased the commitment fee to 100 basis points, or 1.00%, on the unused portion of the revolving credit facility, and (iv) provided a process for the replacement of the LIBOR index after 2021. In addition, the accounts receivable of ExOne GmbH no longer served as collateral for borrowings under the amended revolving credit facility.

Under the terms of the amended credit facility, the Company could make prepayments against outstanding borrowings, reduce the credit commitment or terminate the credit commitment at any time without penalty.

The Company incurred $265 in October 2017.debt issuance costs associated with the inception of the credit facility (including the aforementioned up-front commitment fee paid at closing to LBM) and $49 in debt issuance costs associated with the Amendment.

On March 5, 2021, the Company terminated the related party revolving credit facility.  There were no penalties associated with the Company’s termination of the credit facility. Due to the termination, the Company accelerated the amortization of the remaining debt issuance costs associated with the credit facility, resulting in recognition of a $105 loss on the extinguishment of debt during the three months ended March 31, 2021.

During the three months ended March 31, 2021, the Company recorded interest expense related to the credit facility of $129, comprised of the aforementioned $105 loss on extinguishment of debt, $18 associated with the commitment fee on the unused portion of the revolving credit facility and $6 associated with the amortization of debt issuance costs.

As the credit facility was terminated in March 2021, there was no interest expense related to the credit facility recognized subsequent to the three months ended March 31, 2021.  There were no borrowings under the credit facility during 2021 prior to its termination.

During the three months and nine months ended September 30, 2020, the Company recorded interest expense related to the credit facility of $34 and $113, respectively. Included in interest expense for the three months and nine months ended September 30, 2020 was $8 and $35, respectively, associated with amortization of debt issuance costs, and $26 and $78, respectively, associated with the commitment fee on the unused portion of the revolving credit facility.

There were 0 borrowings under the credit facility during the three or nine months ended September 30, 2020.

 

Note 11. Long-Term Debt

Long-term debt consisted of the following as of the dates indicated:

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Principal

 

 

Unamortized

Debt Issuance

Costs

 

 

Net

 

 

Principal

 

 

Unamortized

Debt Issuance

Costs

 

 

Net

 

Paycheck Protection Program loan

 

$

 

 

$

 

 

$

 

 

$

2,194

 

 

$

 

 

$

2,194

 

Building note payable

 

 

 

 

 

 

 

 

 

 

 

1,226

 

 

 

(15

)

 

 

1,211

 

Less: Amount due within one year

 

 

 

 

 

 

 

 

 

 

 

(1,626

)

 

 

4

 

 

 

(1,622

)

 

 

$

 

 

$

 

 

$

 

 

$

1,794

 

 

$

(11

)

 

$

1,783

 

Paycheck Protection Program Loan

On April 18, 2020, the Company entered into an unsecured promissory note (the “Note”) with an unrelated United States bank (the “Lender”) reflecting a loan in the principal amount of $2,194 (the “Loan”). The Loan was granted pursuant to the Paycheck Protection Program (the “PPP”) administered by the United States Small Business Administration (the “SBA”) as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

Pursuant to the terms of the Note, the Loan bore interest at a rate of 1.00% per annum and matured on April 18, 2022 (the “Maturity Date”). Under the terms of the Note, principal and interest payments on the Loan were deferred until November 18, 2020, at which time equal installments of principal and interest would have been due and payable monthly through the Maturity Date. Subsequent to the Company entering into the Note, in June 2020, the Paycheck Protection Program Flexibility Act of 2020 was enacted, which extended the deferral of principal and interest payments on the Loan from November 2020 to August 2021.  Pursuant to the terms of

12


the PPP, the Loan, or a portion thereof, could be forgiven if Loan proceeds were used for qualifying expenses as described in the CARES Act, such as payroll costs, costs used to continue group health care benefits, mortgage interest payments, rent and utilities. The Company used all of the Loan proceeds for qualifying expenses.

During June 2021, the Company submitted an application to the SBA requesting full forgiveness of the Loan. On July 8, 2021, the Company received notice from the SBA that the Loan had been forgiven in full, including forgiveness of all interest accrued to date. This formal notice from the SBA legally released the Company of any obligations under the Loan. As a result, the Company recognized a gain on extinguishment of the PPP loan of $2,220 during the three months ended September 30, 2021. The total gain on extinguishment of debt of $2,220 was comprised of $2,194 related to the forgiveness of principal and $26 related to the forgiveness of accrued interest.

Building Note Payable

On May 21, 2012, the Company entered into a building note payable with an unrelated United States bank. Terms of the building note payable included monthly payments of $18, including interest at 4.00% through May 2017, and subsequently, monthly payments of $19 including interest at the monthly average yield on United States Treasury Securities plus 3.25% for the remainder of the term through May 2027.

On February 26, 2021, the Company extinguished its building note payable in-full through cash payment of $1,199. The Company did not incur any prepayment penalties related to the extinguishment of the building note payable in advance of the maturity date (May 2027). At the extinguishment date, the net carrying amount of the building note payable was $1,185. As a result, during the three months ended March 31, 2021, the Company recognized a loss on the extinguishment of debt of $14 (included in interest expense in the accompanying condensed statement of consolidated operations and comprehensive loss), which represents the write-off of unamortized debt issuance costs.

As the building note payable was terminated in February 2021, there was 0 interest expense related to the building note payable recognized subsequent to the three months ended March 31, 2021.  

Note 12. Income Taxes

The provision (benefit) for income taxes for the quartersthree months ended September 30, 20172021 and 20162020 was $14$1 and $25,($34), respectively. The (benefit) provision for income taxes for the nine months ended September 30, 20172021 and 20162020 was $23($410) and $43,$200, respectively. The Company has completed a discrete period computation of its provision (benefit) for income taxes for each of the periods presented. DiscreteThe discrete period computation iswas required as a result of jurisdictions with losses before income taxes for which no tax benefit can be recognized and an inability to generate reliable estimates for results in certain jurisdictions as a result of inconsistencies in generating net operating profits (losses) in those jurisdictions.

12


The effective tax rate for the quartersthree months ended September 30, 20172021 and 20162020 was 0.3%0.0% (provision on a loss) and 0.7% (provision1.0% (benefit on a loss), respectively. The effective tax rate for the nine months ended September 30, 20172021 and 20162020 was 0.1% (provision2.4% (benefit on a loss) and 0.4%1.9% (provision on a loss), respectively. The

For the three months ended September 30, 2021 and the three months and nine months ended September 30, 2020, the effective tax rate differsdiffered from the United States federal statutory tax rate of 34.0% for each of the periods presented21.0% primarily due to net changes in valuation allowances for the periods.period.

For the nine months ended September 30, 2021, the effective tax rate differed from the United States federal statutory rate of 21.0% primarily due to net changes in valuation allowances for the period and recognition of a discrete income tax benefit of $412 related to the carryback of net operating losses in Japan.  During the three months ended March 31, 2021, the Company received confirmation from Japanese tax authorities that ExOne KK met the definition of a small or medium-sized enterprise (SME) under Japanese tax regulations, eliminating certain restrictions on the use of net operating losses to offset taxable income. ExOne KK filed amended tax returns related to tax years 2016 through 2019 to carryback net operating losses, resulting in total tax refunds of $412.

The Company has provided a valuation allowance for certain of its net deferred tax assets as a result of the Company not generating consistent net operating profits in certain jurisdictions in which it operates. As such, any benefitcertain benefits from deferred taxes in any of the periods presented hashave been fully offset by changes in the valuation allowance for the related net deferred tax assets. The Company continues to assess its future taxable income by jurisdiction based on recent historical operating results, the expected timing of reversal of temporary differences, various tax planning strategies that the Company may be able to enact in future periods, the impact of potential operating changes on the business and forecast results from operations in future periods based on available information at the end of each reporting period. To the extent that the Company is able to reach the conclusion that its net deferred tax assets are realizable based on any combination of the above factors in a single, or in multiple, taxing jurisdictions, a reversal of the related portion of the Company’s existing valuation allowances may occur.

The Company has a liability for uncertain tax positions related to certain capitalized expenses and intercompany transactions. At September 30, 2017 and December 31, 2016, the liability for uncertain tax positions was approximately $846 and $754, respectively, and is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet. At September 30, 2017 and December 31, 2016, the Company had an additional liability for uncertain tax positions related to its ExOne GmbH (Germany) subsidiary of approximately $304 and $232, respectively, which were fully offset against net operating loss carryforwards. At September 30, 2017 and December 31, 2016, the Company had an additional liability for uncertain tax positions related to its ExOne KK (Japan) subsidiary of approximately $554 and $416, respectively, which were fully offset against net operating loss carryforwards.13

In July 2017, local taxing authorities in Japan completed their examination of the Company’s ExOne KK (2014-2016) subsidiary, resulting in an income tax obligation of approximately $5, which was reflected in the provision for income taxes in the accompanying condensed statement of consolidated operations during the quarter ended June 30, 2017. At September 30, 2017, the Company’s ExOne GmbH (2010-2013) and ExOne Property GmbH (2013) subsidiaries were under examination by local taxing authorities. The Company is unable to reasonably predict an outcome related to this examination, the result of which may be material in a future period to the financial position, results from operations and cash flows of the Company.


Note 12.13. Equity-Based Compensation

On January 24, 2013, the Board of Directors of the Company adopted the 2013 Equity Incentive Plan (the “Plan”). In connection with the adoption of the Plan, 500,000 shares of common stock were reserved for issuance pursuant to the Plan, with automatic increases in such reserve available each year annually on January 1 from 2014 through 2023 equal to the lesser of 3.0% of the total outstanding shares of common stock as of December 31 of the immediately preceding year, or a number of shares of common stock determined by the Board, of Directors, provided that the maximum number of shares authorized under the Plan willcould not exceed 1,992,241 shares, subject to certain adjustments.The maximum number of shares authorized under the Plan was reached on January 1, 2017. At September 30, 2021, 412,404 shares remained available for future issuance under the Plan.

Stock options and restricted stock issued by the Company under the Plan are generally subject to service conditions resulting in annual vesting on the anniversary of the date of grant over a period typically ranging between one and three years. Certain stock options and restricted stockequity-based compensation awards issued by the Company under the Plan vest immediately upon issuance. Stock options issued by the Company under the Plan have a contractual lifelives which expiresexpire over a period typically ranging between five and ten years from the date of grant, subject to continued service to the Company by the participant.

On February 5, 2020, the Compensation Committee of the Board adopted the 2020 Annual Incentive Program (the “2020 Program”) as a subplan under the Plan. The 2020 Program provided an opportunity for performance-based compensation to senior executive officers of the Company, among others. The target annual incentive for each 2020 Program participant was expressed as a percentage of base salary and was conditioned on the achievement of certain financial goals (as approved by the Compensation Committee of the Board). The Compensation Committee of the Board retained negative discretion over amounts payable under the 2020 Program. During the three months and nine months ended September 30, 2020, the Company recorded 0 equity-based compensation expense based on the estimated outcome of the defined financial goals for 2020 under the 2020 Program.

On February 2, 2021, the Compensation Committee of the Board adopted the 2021 Annual Incentive Program (the “2021 Program”) as a subplan under the Plan.  The 2021 Program provided an opportunity for performance-based compensation to senior executive officers of the Company, among others.  The target annual incentive for each 2021 Program participant was expressed as a percentage of base salary and was conditioned on the achievement of certain financial and/or individual performance goals (as approved by the Compensation Committee of the Board).  The Compensation Committee of the Board retained negative discretion over amounts payable under the 2021 Program.  During the three months and nine months ended September 30, 2021, the Company recorded $24 and $69, respectively, in equity-based compensation expense based on the estimated outcome of the defined financial and individual goals for 2021 under the 2021 Program.

On February 2, 2021, the Compensation Committee of the Board adopted the 2021 Executive Stock Performance Program (the “ESPP”) as a subplan under the Plan.  The ESPP provided an opportunity for senior executive officers of the Company to earn performance-based compensation based on the performance of the Company’s common stock over a one-year period ending December 31, 2021. During the three months and nine months ended September 30, 2021, the Company recorded $21 and $56, respectively, in equity-based compensation expense based on the estimated fair value of the equity-based compensation awards expected to be granted under the ESPP.

The following table summarizes the total equity-based compensation expense recognized by the Company for awards issued under the Plan:periods indicated:

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Equity-based compensation expense recognized:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

$

768

 

 

$

347

 

 

$

1,244

 

 

$

490

 

 

$

57

 

 

$

127

 

 

$

242

 

 

$

316

 

Restricted stock

 

 

440

 

 

 

203

 

 

 

799

 

 

 

614

 

 

 

338

 

 

 

244

 

 

 

697

 

 

 

490

 

Other(a)

 

 

55

 

 

 

8

 

 

 

169

 

 

 

22

 

Total equity-based compensation expense before income taxes

 

 

1,208

 

 

 

550

 

 

 

2,043

 

 

 

1,104

 

 

 

450

 

 

 

379

 

 

 

1,108

 

 

 

828

 

Benefit for income taxes*

 

 

 

 

 

 

 

 

 

 

 

 

Benefit for income taxes(b)

 

 

 

 

 

 

 

 

 

 

 

 

Total equity-based compensation expense net of income taxes

 

$

1,208

 

 

$

550

 

 

$

2,043

 

 

$

1,104

 

 

$

450

 

 

$

379

 

 

$

1,108

 

 

$

828

 

(a)

For both the three months and nine months ended September 30, 2021, Other represents expense associated with the 2021 Program, the ESPP, and certain employee contractual amounts to be settled in equity. For the nine months ended September 30, 2021, Other also includes expense associated with unrestricted stock issued to a non-employee director. For each of the 2020 periods, Other represents expense associated with certain employee contractual amounts to be settled in equity.

*(b)

The benefitBenefit for income taxes from equity-based compensation for each of the periods presented has been determined to be $0 based on recorded valuation allowances against net deferred tax assets.

At September 30, 2017,2021, total future compensation expense related to unvested awards yet to be recognized by the Company was approximately $1,145$137 for stock options and $449$2,460 for restricted stock. Total future compensation expense related to unvested awards

13


yet to be recognized by the Company is expected to be recognized over a weighted-average remaining vesting period of approximately 1.30.9 years.

During the nine months ended September 30, 2017, the14


The fair value of stock options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:assumptions for the periods indicated:

 

Nine Months Ended

 

 

September 30,

 

 

February 10,

2017

 

August 14,

2017

 

2021

 

 

2020

 

Weighted average fair value per stock option

 

$5.46 - $5.75

 

$3.40 - $4.38

 

$19.04

 

 

$5.11 - $6.20

 

Volatility

 

62.89% - 63.75%

 

61.68% - 67.92%

 

71.1%

 

 

58.0% - 58.6%

 

Average risk-free interest rate

 

1.89% - 1.94%

 

1.40% - 1.82%

 

0.5%

 

 

0.2%

 

Dividend yield

 

0.00%

 

0.00%

 

0.0%

 

 

0.0%

 

Expected term (years)

 

5.0 - 5.5

 

2.5 - 5.5

 

3.5

 

 

3.5

 

During the nine months ended September 30, 2016, the fair value of stock options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

 

 

August 12,

2016

 

 

August 19,

2016

 

Weighted average fair value per stock option

 

$8.07

 

 

$7.97

 

Volatility

 

 

66.43%

 

 

 

66.24%

 

Average risk-free interest rate

 

 

1.18%

 

 

 

1.20%

 

Dividend yield

 

 

0.00%

 

 

 

0.00%

 

Expected term (years)

 

 

6.0

 

 

 

5.5

 

For certain stock option awards, volatilityVolatility is estimated based on the historical volatility of the Company whenCompany’s stock price consistent with the expected term of the award is less than the period for which the Company has been publicly traded. For certain stock option awards, volatility is estimated based on the historical volatilities of certain peer group companies when the expected term of the award exceeds the period for which the Company has been publicly traded.awards. The average risk-free rate is based on a weighted average yield curve of risk-free interest rates consistent with the expected term of the awards. Expected dividend yield is based on historical dividend data as well as future expectations. Expected term is calculated using the simplified method as the Company does not have sufficient historical exercise experience upon which to base an estimate.

The activity for stock options was as follows:follows for the periods indicated:

 

 

Nine Months Ended

 

 

Nine Months Ended September 30,

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

Number of

Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Grant Date Fair Value

 

 

Number of

Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Grant Date Fair Value

 

 

Number of

Options

 

 

Weighted Average

Exercise Price

 

 

Weighted Average

Grant Date Fair

Value

 

 

Number of

Options

 

 

Weighted Average

Exercise Price

 

 

Weighted Average

Grant Date Fair

Value

 

Outstanding at beginning of period

 

 

314,303

 

 

$

15.62

 

 

$

9.38

 

 

 

210,970

 

 

$

17.43

 

 

$

10.67

 

 

 

641,232

 

 

$

9.80

 

 

$

4.74

 

 

 

854,259

 

 

$

9.34

 

 

$

4.49

 

Stock options granted

 

 

389,000

 

 

$

8.16

 

 

$

3.89

 

 

 

139,000

 

 

$

13.72

 

 

$

8.00

 

 

 

4,500

 

 

$

38.22

 

 

$

19.04

 

 

 

25,022

 

 

$

14.40

 

 

$

5.99

 

Stock options exercised

 

 

 

 

$

 

 

$

 

 

 

 

 

$

 

 

$

 

 

 

(208,259

)

 

$

11.81

 

 

$

6.45

 

 

 

(117,854

)

 

$

7.28

 

 

$

3.12

 

Stock options forfeited

 

 

(500

)

 

$

15.74

 

 

$

9.60

 

 

 

(6,001

)

 

$

15.74

 

 

$

9.60

 

 

 

(500

)

 

$

7.11

 

 

$

2.77

 

 

 

(79,936

)

 

$

7.85

 

 

$

3.41

 

Stock options expired

 

 

(6,666

)

 

$

17.43

 

 

$

10.67

 

 

 

(26,332

)

 

$

17.74

 

 

$

10.87

 

 

 

 

 

$

 

 

$

 

 

 

(26,874

)

 

$

12.02

 

 

$

6.78

 

Outstanding at end of period

 

 

696,137

 

 

$

11.51

 

 

$

6.35

 

 

 

317,637

 

 

$

15.77

 

 

$

9.48

 

 

 

436,973

 

 

$

9.14

 

 

$

4.07

 

 

 

654,617

 

 

$

9.81

 

 

$

4.75

 

Stock options exercisable at end of period

 

 

427,953

 

 

$

12.67

 

 

$

7.16

 

 

 

178,304

 

 

$

17.01

 

 

$

10.32

 

Stock options expected to vest at end of period

 

 

268,184

 

 

$

9.66

 

 

$

5.06

 

 

 

132,908

 

 

$

14.18

 

 

$

8.38

 

Exercisable at end of period

 

 

409,591

 

 

$

8.81

 

 

$

3.92

 

 

 

506,295

 

 

$

10.46

 

 

$

5.27

 

Expected to vest at end of period

 

 

27,382

 

 

$

14.05

 

 

$

6.29

 

 

 

148,322

 

 

$

7.62

 

 

$

3.01

 

At September 30, 2017,2021, intrinsic value associated with stock options exercisable was approximately $586. At September 30, 2017, intrinsic value associated with stock optionsand expected to vest was approximately $659.$5,966 and $322, respectively. The weighted average remaining contractual term of stock options exercisable and expected to vest at September 30, 2017,2021, was approximately 6.72.3 years and 7.23.6 years, respectively. ThereStock options with an aggregate intrinsic value of $5,906 were no stock option exercisesexercised by employees during the nine months ended September 30, 2017 or 2016.2021, resulting in proceeds to the Company from the exercise of stock options of $2,460. Stock options with an aggregate intrinsic value of $1,096 were exercised by employees during the nine months ended September 30, 2020, resulting in proceeds to the Company from the exercise of stock options of $858. The Company recorded 0 income tax benefit related to these exercises.

14


The activity for restricted stock was as follows:follows for the periods indicated:

 

 

Nine Months Ended

 

 

Nine Months Ended September 30,

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

Shares of

Restricted

Stock

 

 

Weighted Average Grant Date Fair Value

 

 

Shares of

Restricted

Stock

 

 

Weighted Average Grant Date Fair Value

 

 

Shares of

Restricted

Stock

 

 

Weighted Average

Grant Date Fair

Value

 

 

Shares of

Restricted

Stock

 

 

Weighted Average

Grant Date Fair

Value

 

Outstanding at beginning of period

 

 

94,171

 

 

$

14.29

 

 

 

77,670

 

 

$

19.57

 

 

 

188,891

 

 

$

9.52

 

 

 

66,513

 

 

$

8.76

 

Restricted stock granted

 

 

60,000

 

 

$

9.01

 

 

 

74,500

 

 

$

11.78

 

 

 

81,083

 

 

$

22.12

 

 

 

209,891

 

 

$

9.58

 

Restricted stock vested

 

 

(74,999

)

 

$

12.40

 

 

 

(35,998

)

 

$

19.25

 

 

 

(87,963

)

 

$

8.84

 

 

 

(77,013

)

 

$

8.94

 

Restricted stock forfeited

 

 

(11,667

)

 

$

14.28

 

 

 

(3,668

)

 

$

19.46

 

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at end of period

 

 

67,505

 

 

$

11.69

 

 

 

112,504

 

 

$

14.52

 

 

 

182,011

 

 

$

15.47

 

 

 

199,391

 

 

$

9.55

 

Restricted stock expected to vest at end of period

 

 

67,505

 

 

$

11.69

 

 

 

112,504

 

 

$

14.52

 

 

 

182,011

 

 

$

15.47

 

 

 

199,391

 

 

$

9.55

 

Restricted stock that vested during the nine months ended September 30, 20172021 and 2016,2020, had a fair value of approximately $670$2,424 and $351,$635, respectively.

 


Note 13. Fair Value Measurements

Fair value is defined asParticipants have the priceoption to elect net settlement for restricted stock awards.  Under net settlement, the Company withholds shares of stock that would otherwise be receiveddelivered to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assetsemployee and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significantremits cash equal to the fair value measurement:

Level 1

Observable inputs such as quoted prices in active markets for identical investments thatof shares withheld to the taxing authority to satisfy tax withholding obligations.  During the nine months ended September 30, 2021 and 2020, the Company has the ability to access.

Level 2

Inputs include:

Quoted prices for similar assets or liabilities in active markets;

Quoted prices for identical or similar assets or liabilities in inactive markets;

Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.

Level 3

Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The Company is required to disclose its estimate of thewithheld shares with a fair value of material financial instruments, including those recorded as assets or liabilities in its consolidated financial statements, in accordance with GAAP.

15


During$7 and $15, respectively, related to the quarter ended March 31, 2017, the Company entered into two separate foreign exchange forward contracts with a German bank in an effort to hedge the variability of certain foreign exchange risks between the Euro (the functional currency of the Company’s ExOne GmbH subsidiary) and British Pound Sterling (the currency basis for cash flows resulting from a commercial sales arrangement with a customer). The first of the two foreign exchange forward contracts was both entered into and settled (in connection with cash received from the customer) during the quarter ended March 31, 2017, resulting in a realized gain onnet settlement of approximately $16 (€15). The second of the two foreign exchange forward contracts was settled on August 31, 2017, resulting in a realized gain on settlement of approximately $14 (€12). Neither of the contracts was designated as a hedging instrument and accordingly, realized and unrealized gains (losses) for all periods have been recorded to other (income) expense – net in the accompanying condensed statement of consolidated operations and comprehensive loss. The Company has classified both contracts as Level 2 fair value measurements.  

The carrying values and fair values of other financial instruments (assets and liabilities) not required to be recorded at fair value were as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

Carrying

Value

 

 

Fair

Value

 

 

Carrying

Value

 

 

Fair

Value

 

Cash and cash equivalents

 

$

17,706

 

 

$

17,706

 

 

$

27,825

 

 

$

27,825

 

Restricted cash

 

$

1,098

 

 

$

1,098

 

 

$

330

 

 

$

330

 

Current portion of long-term debt*

 

$

135

 

 

$

140

 

 

$

132

 

 

$

138

 

Current portion of capital leases

 

$

25

 

 

$

25

 

 

$

72

 

 

$

72

 

Long-term debt  ̶  net of current portion*

 

$

1,543

 

 

$

1,570

 

 

$

1,644

 

 

$

1,674

 

Capital leases  ̶  net of current portion

 

$

41

 

 

$

41

 

 

$

10

 

 

$

10

 

* Carrying values at September 30, 2017 and December 31, 2016 are net of unamortized debt issuance costs of approximately $32 and $36, respectively.

The carrying amounts of cash and cash equivalents, restricted cash, current portion of long-term debt and current portion of capital leases approximate fair value due to their short-term maturities. The fair value of long-term debt – net of current portion and capital leases – net of current portion have been estimated by management based on the consideration of applicable interest rates (including certain instruments at variable or floating rates) and other available information (including quoted prices of similar instruments available to the Company). Cash and cash equivalents and restricted cash are classified in Level 1; current portion of long-term debt, current portion of capital leases, long-term debt – net of current portion and capital leases – net of current portion are classified in Level 2.stock awards. 

Note 14. Concentration of Credit Risk

During the quartersthree months and nine months ended September 30, 20172021 and 2016,2020, the Company conducted a significant portion of its business with a limited number of customers, though not necessarily the same customers for each respective period. For the quartersthree months ended September 30, 20172021 and 2016,2020, the Company’s five most significant customers represented approximately 46.0%33.3% and 36.0%39.5% of total revenue, respectively. For the nine months ended September 30, 20172021 and 2016,2020, the Company’s five most significant customers represented approximately 22.2%18.7% and 21.4%20.0% of total revenue, respectively. At September 30, 20172021 and December 31, 2016,2020, accounts receivable from the Company’s five most significant customers were approximately $2,293$3,175 and $1,867,$1,633, respectively.

Note 15. Related Party TransactionsOther (Income) Expense – Net

Revenues

SalesOther (income) expense – net consisted of products and/or services to related partiesthe following for the quarters ended September 30, 2017 and 2016 were approximately $8 and $1, respectively. Sales of products and/or services to related parties for the nine months ended September 30, 2017 and 2016 were approximately $25 and $73, respectively. None of the transactions met a threshold requiring review and approval by the Audit Committee of the Board of Directors of the Company.  periods indicated:

There were no amounts due from related parties at September 30, 2017.Amounts due from related parties at December 31, 2016, were approximately $1 and are reflected in accounts receivable – net in the accompanying condensed consolidated balance sheet. In addition, the Company has received prepayments for certain undelivered services to a related party of approximately $8 at September 30, 2017, which are reflected in deferred revenue and customer prepayments in the accompanying condensed consolidated balance sheet. There were no prepayments received from related parties at December 31, 2016.

Expenses

During the quarters ended September 30, 2017 and 2016, purchases from related parties were approximately $4 and $3, respectively. During the nine months ended September 30, 2017 and 2016, purchases from related parties were approximately $12 and $13, respectively. Purchases by the Company during the quarters and nine months ended September 30, 2017 and 2016 included website design services and leased office space from related parties under common control by the Executive Chairman of the Company (formerly the Chairman and CEO of the Company through August 19, 2016). None of the transactions met a threshold requiring review and approval by the Audit Committee of the Board of Directors of the Company.  

16


The Company also receives the benefit of the corporate use of an airplane from a related party under common control by the Executive Chairman of the Company (formerly the Chairman and CEO of the Company through August 19, 2016) for no consideration. The Company estimates the fair market value of the benefits received during the quarter and nine months ended September 30, 2016 were approximately $17 and $21, respectively. There were no such benefits received during the quarter or nine months ended September 30, 2017.

Amounts due to related parties at September 30, 2017 and December 31, 2016, were approximately $1 and $1, respectively. Amounts due to related parties for both periods are reflected in accounts payable in the accompanying condensed consolidated balance sheet.

Revolving Credit Facility with a Related Party

On October 23, 2015, ExOne and its ExOne Americas LLC and ExOne GmbH subsidiaries, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with RHI Investments, LLC (“RHI”), a related party, on a $15,000 revolving credit facility to (i) assist the Company in its efforts to finance customer acquisition of its 3D printing machines and 3D printed and other products and services and (ii) provide additional funding for working capital and general corporate purposes.  RHI was determined to be a related party based on common control by the former Chairman and CEO of the Company (the Executive Chairman of the Company effective August 19, 2016). Prior to execution, the Credit Agreement was subject to review and approval by a sub-committee of independent members of the Board of Directors of the Company (which included each of the members of the Audit Committee of the Board of Directors).  The Company incurred approximately $215 in debt issuance costs associated with the Credit Agreement.

On January 10, 2016, the Company delivered notice to RHI of its intent to terminate the Credit Agreement in connection with the closing of a registered direct offering of common stock to an entity under common control by the former Chairman and CEO of the Company (the Executive Chairman of the Company effective August 19, 2016). There were no borrowings under the Credit Agreement from January 1, 2016 through the effective date of its termination, January 13, 2016.  In connection with the termination, the Company settled its remaining accrued interest under the Credit Agreement of approximately $5 relating to the commitment fee on the unused portion of the revolving credit facility (100 basis points, or 1.0% on the unused portion of the revolving credit facility). In addition, during the quarter ended March 31, 2016, the Company recorded approximately $204 to interest expense related to the accelerated amortization of debt issuance costs. Upon termination of the Credit Agreement, all liens and guaranties in respect thereof were released.

Other

Refer to Note 2 for further discussion relating to two separate equity offerings during the quarter ended March 31, 2016, certain elements of which qualified as related party transactions. 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Interest income

 

$

(8

)

 

$

(4

)

 

$

(14

)

 

$

(19

)

Foreign currency (gains) losses - net

 

 

(36

)

 

 

299

 

 

 

112

 

 

 

262

 

Other – net

 

 

(4

)

 

 

19

 

 

 

(35

)

 

 

76

 

 

 

$

(48

)

 

$

314

 

 

$

63

 

 

$

319

 

 

Note 16. Subsequent Events

The Company has evaluated all of its activities and concluded that no other subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements.

 

17



Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

(dollars in thousands, except per-share amounts)

The following discussion and analysis should be read together with our unaudited condensed consolidated financial statements and related notes thereto set forth in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K for the year ended December 31, 2016.2020.

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to our future financial or business performance, strategies, or expectations. Forward-looking statements typically are identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” as well as similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could” and “may.”

We caution that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty, to and do not undertake, to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to the risk factors previously disclosed in our filings with the Securities and Exchange Commission (the “SEC”), including the items described under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016, 2020, the following factors, among others, could cause results to differ materially from forward-looking statements or historical performance: the severity and duration of world health events, including the COVID-19 outbreak and the related economic repercussions and operational challenges; the ability of Desktop Metal, Inc., a Delaware corporate (“DM”) and us to consummate the proposed transaction (the planned merger transaction with DM further described in the “Merger Transaction” section below) in a timely manner or at all, including the ability to secure regulatory approvals; impact to our business if the transaction is not consummated; successful integration of DM’s and our businesses and realization of synergies and benefits; the ability of DM to implement business plans, forecasts and other expectations following the completion of the transaction; risk that actual performance and financial results following completion of the transaction differ from projected performance and results; business disruption following the transaction; our ability to consistently generate operating profits; fluctuations in our revenues and operating results; our competitive environment and its competitive position; our ability to enhance our current 3D printing machinesand technology and to develop and introduce new 3D printing machines; our ability to qualify more industrial materials in which weit can print; timing and length of sales of3D printing machines; demand for our products; our ability to achieve cost savings through consolidation or exiting of certain North American operations; the impact of increases in operating expenses and expenses relating to proposed investments and alliances; the availability of skilled personnel; the impact of market conditions and other factors on the carrying valueloss of long-lived assets; our competitive environment and our competitive position; our ability to continue as a going concern; individual customer contractual requirements;key management; the impact of customer specific terms in machine sale agreements onin determining the periodperiod in which we recognize revenue; the impact of loss of key management; risks related to global operations including effects of foreign currency and risks related to the situation in the Ukraineand the United Kingdom’s referendum to withdraw from the European Union;demand for aerospace, automotive, heavy equipment, energy/oil/gas and other industrial products; our plans regarding increased international operations in additional international locations; the scope,COVID-19; dependency on certain critical suppliers; nature or impact of alliances and strategic investments and our ability to integrate strategic investments; sufficiency of funds for required capital expenditures, working capital, and debt service; the adequacy of sources of liquidity;reliance on critical information technology systems; the effect of litigation, contingencies and warranty claims;liabilities under laws and regulations protecting the environment; the impact of governmental laws and regulations; operating hazards, cyberattacks, war, terrorism and cancellation or unavailability of insurance coverage; the impact of disruption of our manufacturing facilities production service centers (“PSCs”) or ExOne adoption centers (“EACs”);Adoption Centers; the adequacy of our protection of our intellectual property; expectations regarding demand for our industrial products, operating revenues, operating and maintenance expenses, insurance expenses and deductibles, interest expenses, debt levels, and other matters with regard to outlook; andmaterial weaknesses other factors beyond our control, including the impact of COVID-19. For additional information about other risks and uncertainties that could cause actual results of the proposed transaction to differ materially from those described in our internal control overthe forward-looking statements in this communication of ExOne’s business, financial reporting.condition, results of operations and prospects generally, please refer to the Company’s reports filed with the SEC, including without limitation the “Risk Factors” and/or other information included in the Company’s proxy statement on Schedule 14A relating to the proposed transaction filed with the SEC on October 8, 2021, definitive additional materials and other filings by the Company in connection with the proposed transaction and such other reports as ExOne has filed or may file with the SEC from time to time. For additional information about risks and uncertainties that may cause actual results of the proposed transaction to differ materially from those described, please refer to DM’s reports filed with the SEC, including without limitation the “Risk Factors” and/or other information included in such reports. While the list of factors presented here is, and the list of factors presented in the proxy statement/prospectus will be considered representative, no such list should be considered to be a complete statement of all risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Except as required by applicable law, neither DM nor ExOne will update any forward-looking statements to reflect new information, future events, changed circumstances or otherwise.

Overview

Our Business

We are a global provider of 3D printing machines and 3D printed and other products, materials and services to industrial customers. Our business primarily consists of manufacturing and selling 3D printing machines and printing products to specification for our customers using our global installed base of 3D printing machines. Our machines serve direct (metal) and indirect (sand) applications.  Direct printing produces a component; indirect printing makes a tool to produce a component. We offer pre-production collaboration and print products for customers through our network of PSCs and EACs. We also supply the associated materials, including consumables and replacement parts, and other services, including training and technical support, that isare necessary for purchasers of our 3D printing machines to print products. We believe that our ability to print in a variety of industrial materials, as well as our

17


industry-leading volumetric output (as measured by build box size and printing speed), uniquely position us to serve the needs of industrial customers.

Outlook

We are the global leader in industrial 3D printers utilizing binder jetting technology. Our 2017 priorities include the following:continued focus is to achieve profitable growth via three strategic initiatives:

Continue to accelerate the adoption rate of binder jet technologies. We plan to grow our market leading position with respect to 3D printing solutions for customers and continue advancing our innovations in direct and indirect printing, principally through an expansion of our fine powder direct printing capabilities and development activities associated with larger format direct and indirect 3D printing machines.

-

Expand Both Our Customer and Application Focus. We intend to leverage our substantial experience in binder jetting technology to focus on the highest value industries and applications. We have made a significant investment in our global commercial operations to drive our growth in this area.

 

-

EvaluationExtend the Capabilities of Our Core Technology. We intend to expand our core binder jetting technology through our machine platforms while at the same time lowering the total cost of ownership of our business model. systems for our customers. We continue to focusare also focused on driving modularity among our efforts on optimizing our business model, including maximizing our facility utilizationvarious machine platforms for both direct (metal) and our gross profit. We have consolidated certain of our operations to achieveindirect (sand) applications.

18


 

-

efficiencies and we will continueExecute on Recurring Revenue Growth. We intend to consider additional strategic decisions resulting in further consolidation, elimination or other modificationexecute on our plan to expand our existing machine manufacturing, PSCofferings for 3D printed and other operations, including, but not limited to, converting certainproducts, materials and services while better leveraging our growing global installed base of our PSCs into EACs. We are reviewing our product lines to better manage our product marketing and delivery to our customers to accelerate the adoption rate of our technologies. We are continuously reviewing the industry for developments in printing technologies, materials, methods, innovations, or services that offer strategic benefits that can improve, accelerate or advance our products or services.3D printers.

StrengtheningThe impact of COVID-19 and the related economic, business and market disruptions were wide-ranging and continue to be significant. As a result of COVID-19, we were required to temporarily close our commercial teamoperations at our North Huntingdon, Pennsylvania facility for the period from March 23 through March 30, 2020. In response to COVID-19, we have incurred incremental costs associated with protecting the health and reprioritizing our focus. We have added new talent to our commercial leadership team and have added new tools and processes to improve the efficiency and effectivenesssafety of our selling efforts. Asglobal workforce, enhanced sanitization of our global installed baseoperating facilities, and information technology capabilities for employees operating remotely. Beginning in March 2020, restrictions imposed by various governmental authorities on both domestic and international shipping and travel have caused disruptions to the timing of 3D printing machines continues to grow, we continue to invest in our customer-centric approach to managing our operations (including talent additiondelivery and the process of converting certain of our PSCs into EACs). Our goal is to collaborate with our customers and remain the market leader and supplier of choice for binder jet technologies and products for industrial applications.

Recent Developments

On January 26, 2017, we committed to a plan to consolidate certaininstallation of our 3D printing machines, resulting in negative impacts to our financial position, results of operations fromand cash flows. The duration and severity of the outbreak and its long-term impact on our North Las Vegas, Nevada facility intobusiness remain uncertain. We are unable to predict the impact that COVID-19 will have on our Troy, Michiganfuture financial position, results of operations and Houston, Texas facilities and exit our non-core specialty machining operationscash flows.

Our operating results continue to be impacted by a prolonged downturn in our Chesterfield, Michigan facility. These actions were takenglobal manufacturing trends as a result of the accelerating adoption rateCOVID-19 which has influenced the capital expenditure investments of our sand printing technology in North America which has resulted incustomers. Despite these headwinds, we ended the third quarter of 2021 with a refocusbacklog balance of approximately $57,300. We expect the combination of our operational strategy.backlog at September 30, 2021 and an acceleration in market adoption of our binder jetting technology, including our latest printer platforms (our X1 25Pro, X1 160Pro and InnoventPro® for metal applications, our S-Max Pro for sand applications, and the office-friendly ExOne Metal DesignlabTM printer for metal or ceramic parts), to provide the basis for our operating stability and growth for the remainder of 2021 and into 2022 despite continuing negative macroeconomic trends for global manufacturing, including the impact of COVID-19.

AsMerger Transaction

On August 11, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Desktop Metal, Inc., a resultDelaware corporation (“DM”), Texas Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of these actions, duringDM (“Merger Sub I”) and Texas Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of DM (“Merger Sub II”).  

Upon the quarter ended March 31, 2017, we recorded charges of approximately $984, including approximately $110 associated with involuntary employee terminations, approximately $7 associated with other exit coststerms and approximately $867 associated with asset impairments. Charges associated with involuntary employee terminations and other exit costs were recordedsubject to cost of salesthe conditions set forth in the accompanying condensed statement of operationsMerger Agreement, Merger Sub I will merge with and comprehensive loss. Charges associatedinto us, with asset impairments were split between cost of sales ($598),ExOne surviving the merger as a componentwholly owned subsidiary of depreciation expense,DM (the “First Merger”) and selling, generalimmediately thereafter, we will merge with and administrative expenses ($269)into Merger Sub II, with Merger Sub II surviving the subsequent merger (the “Second Merger”, and, together with the First Merger, the “Mergers”).

Subject to the terms and conditions of the Merger Agreement, our stockholders will receive, in exchange for each share of our common stock held immediately prior to the Mergers, (i) $8.50 in cash and (ii) a number of shares of DM common stock, equal to the Exchange Ratio (defined below).

The “Exchange Ratio” shall be determined based on DM’s 20-day average closing stock price three trading days prior to closing: (i) if the average closing DM stock price is greater than or equal to $9.70, then the Exchange Ratio shall be set at 1.7522; (ii) if the average closing DM stock price is less than or equal to $7.94, then the Exchange Ratio shall be set at 2.1416; (iii) if the average closing DM stock price is less than $9.70 but greater than $7.94, then the Exchange Ratio shall be equal to 1.9274 multiplied by the quotient of (x) $8.82 divided by (y) the average closing DM stock price.  

On October 20, 2021, we and DM received clearance from the German Federal Ministry for Economic Affairs and Energy, a foreign investment regulatory authority, that the transactions contemplated by the Merger Agreement have been cleared pursuant to section 58a paragraph 1 of the German Foreign Trade and Payments Ordinance. Additionally, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on October 28, 2021 at 11:59 p.m. Eastern Time. Accordingly, we and DM have now received all regulatory approvals required as a componentcondition to consummate the Mergers.

On November 9, 2021, we held a special meeting of amortization expense, instockholders.  At that special meeting, our stockholders voted to approve the accompanying condensed statementMerger Agreement. Pursuant to the Merger Agreement, the proposed transaction may close as soon as three business days following the date of operations and comprehensive loss. the special meeting of our stockholders, subject to customary closing conditions.

18


During the quarter ended June 30, 2017, we recorded a charge of approximately $32 associated with an additional involuntary employee termination which required a service commitment through April 2017. This charge was recorded to cost of sales in the accompanying condensed statement of operations and comprehensive loss. There have been no additional charges recorded associated with this plan in subsequent periods. There are no additional charges expected to be incurred associated with this plan in future periods. We have settled all amounts associated with involuntary employee terminations and other exit costs.

Charges associated with asset impairments relate principally to our plan to exit our non-core specialty machining operations in our Chesterfield, Michigan facility. On April 21, 2017, we sold to a third party certain assets associated with these operations including inventories (approximately $79), property and equipment (approximately $2,475) and other contractual rights (approximately $269). Total gross proceeds from the sale of these assets were approximately $2,050. After deducting costs directly attributable to the sale of these assets (approximately $128), we recorded an impairment loss during the quarter ended March 31, 2017, of approximately $859 split between property and equipment ($590) and intangible assets ($269) based on the excess of the carrying value over the estimated fair value of the related assets at March 31, 2017, and a loss on disposal (recorded to cost of sales in the accompanying condensed statement of operations and comprehensive loss) during the quarter ended June 30, 2017, of approximately $42. Additionally, we recorded an impairment loss during the quarter ended March 31, 2017, of approximately $8 associated with certain property and equipment which was abandoned in connection with our plan to exit our North Las Vegas, Nevada facility.

Separate from the transaction described above, on May 9, 2017, we sold to a third party certain property and equipment (principally land and building) associated with our North Las Vegas, Nevada facility. Total gross proceeds from the sale of these assets were approximately $1,950. After deducting costs directly attributable to the sale of these assets (approximately $137), we recorded a gain on disposal (recorded to cost of sales in the accompanying condensed statement of operations and comprehensive loss) during the quarter ended June 30, 2017, of approximately $347.

The consolidation of our 3D printing operations from our North Las Vegas, Nevada facility into our Troy, Michigan and Houston, Texas facilities is not expected to have a significant impact on our revenues in future periods. We expect annualized cost savings related to this consolidation of approximately $600, with approximately $570 in the form of cash cost savings (principally employee and facility maintenance costs) and approximately $30 in the form of reduced depreciation expense. All cost savings associated with this consolidation are expected to benefit cost of sales. We expect to invest these cost savings into technological or process advancements that support either long-term cost benefits or revenue growth.

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We expect annualized reductions in revenue related to our exit of our non-core specialty machining operations in our Chesterfield, Michigan facility of approximately $1,400. Revenues associated with our non-core specialty machining operations in our Chesterfield, Michigan facility were approximately $346 for the ninethree months ended September 30, 2017 and approximately $427 and $1,075 for the quarter and nine months ended September 30, 2016, respectively. We expect annualized cost savings related to this exit of approximately $500, with approximately $200 in the form of cash cost savings (principally employee-related and other operating costs), approximately $200 in the form of reduced depreciation expense and approximately $100 in the form of reduced amortization expense. Cost savings2021, we incurred expenses associated with the exitplanned merger transaction of this facility$3,376 and $3,477, respectively, all of which are expected to benefit cost of sales by approximately $400 andincluded in selling, general and administrative expenses by approximately $100. We expect to invest these cost savings into technological or process advancements that support either long-term cost benefits or revenue growth.

On March 22, 2017, we terminated our Cooperation Agreement with Swerea SWECAST AB (“Swerea”), resulting in an exitthe accompany condensed statement of our PSC operations in Jönköping, Sweden, effective April 1, 2017. Also on March 22, 2017, we agreed to a leasing agreement with Beijer Industri AB, effective April 1, 2017, related to our 3D printing machine and related equipment located on the Swerea premises, previously covered under our Cooperation Agreement with Swerea. Both of these actions were taken in connection with our continuing evaluation of our business model in an effort to both streamline our existing Europeanconsolidated operations and to take strategic advantage of our existing relationship with Beijer Industri AB in promoting indirect binder jet technologies in Scandinavia. There were no penalties or other adverse effects associated with our termination of our Cooperation Agreement with Swerea. There were no significant effects on our results of operations or financial position associated with these actions.  

Impairment

During the quarter ended September 30, 2017, as a result of continued operating losses and cash flow deficiencies, we identified a triggering event requiring a test for the recoverability of long-lived assets held for use at the asset group level. Assessing the recoverability of long-lived assets held for use requires significant judgments and estimates by management.

For purposes of testing long-lived assets for recoverability, we operate as three separate asset groups: United States, Europe and Japan. In assessing the recoverability of long-lived assets held for use, we determined the carrying amount of long-lived assets held for use to be in excess of the estimated future undiscounted net cash flows of the related assets. We proceeded to determine the fair value of our long-lived assets held for use, principally through use of the market approach. Our use of the market approach included consideration of market transactions for comparable assets. Management concluded that the fair value of long-lived assets held for use exceeded their carrying value and as such no impairment loss was recorded.

A significant decrease in the market price of a long-lived asset, adverse change in the use or condition of a long-lived asset, adverse change in the business climate or legal or regulatory factors impacting a long-lived asset and continued operating losses and cash flow deficiencies associated with a long-lived asset, among other indicators, could cause a future assessment to be performed which may result in an impairment of long-lived assets held for use, resulting in a material adverse effect on our financial position and results of operations.comprehensive loss.

Backlog

At September 30, 2017,2021, our backlog was approximately $20,900$57,300 of which approximately $17,900$50,700 is expected to be fulfilled during the next twelve months.months notwithstanding uncertainty related to the impact of COVID-19 (further discussed above) including, but not limited to, domestic and international shipping and travel restrictions brought about by COVID-19, which could have an adverse effect on the timing of delivery and installation of products and/or services to customers. At December 31, 2016,2020, our backlog was approximately $19,700.$39,400 and at September 30, 2020 our backlog was approximately $42,600.

Seasonality

Purchases of our 3D printing machines are often subject to the capital expenditure cycles of our customers. Generally, 3D printing machine sales are higher in our third and fourth quarters than in our first and second quarters; however, as acceptance of our 3D printing machines as a credible alternative to traditional methods of production grows, we expect to limit the seasonality we experience.

We believe that COVID-19 may have an adverse effect on the future capital expenditure decisions of our customers outside of their normal spending cycles, which may impact the timing and extent of such decisions.

Results of Operations

Net Loss

Net loss for the quarterthree months ended September 30, 2017,2021 was $4,863,$4,907, or $0.30$0.22 per basic and diluted share, compared with a net loss of $3,611$3,273, or $0.23$0.19 per basic and diluted share, for the quarterthree months ended September 30, 2016. 2020. The increase in our net loss was primarily due to increases in both selling, general and administrative expenses and research and development expenses (further described below), partially offset by a $2,220 gain on the extinguishment of the Paycheck Protection Program (the “PPP”) loan and increases in gross margin (further described below).

Net loss for the nine months ended September 30, 2017,2021 was $18,057,$16,621, or $1.13$0.76 per basic and diluted share, compared with a net loss of $12,030$10,944, or $0.76$0.65 per basic and diluted share, for the nine months ended September 30, 2016.2020. The increase in our net loss for both periods was principallyprimarily due to a net decrease in our gross profit (as a percentage of sales) along with increases in research and development andboth selling, general and administrative expenses (all changes furtherand research and development expenses (further described below) and the absence of a gain of $1,462 recognized during the three months ended March 31, 2020 associated with the sale-leaseback of our European headquarters and operating facility in Gersthofen, Germany.  Partially offsetting these increases in net loss was a $2,220 gain on the extinguishment of the PPP loan and increases in gross margin (further described below).

Revenue

The following table summarizes revenue by product line:group for the periods indicated:

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

3D printing machines

 

$

8,552

 

 

 

53.8

%

 

$

6,489

 

 

 

50.0

%

 

$

17,081

 

 

 

45.5

%

 

$

13,461

 

 

 

40.6

%

 

$

10,792

 

 

 

56.7

%

 

$

10,488

 

 

 

60.3

%

 

$

26,200

 

 

 

51.5

%

 

$

21,703

 

 

 

51.8

%

3D printed and other products,

materials and services

 

 

7,335

 

 

 

46.2

%

 

 

6,499

 

 

 

50.0

%

 

 

20,474

 

 

 

54.5

%

 

 

19,696

 

 

 

59.4

%

 

 

8,251

 

 

 

43.3

%

 

 

6,911

 

 

 

39.7

%

 

 

24,646

 

 

 

48.5

%

 

 

20,178

 

 

 

48.2

%

 

$

15,887

 

 

 

100.0

%

 

$

12,988

 

 

 

100.0

%

 

$

37,555

 

 

 

100.0

%

 

$

33,157

 

 

 

100.0

%

 

$

19,043

 

 

 

100.0

%

 

$

17,399

 

 

 

100.0

%

 

$

50,846

 

 

 

100.0

%

 

$

41,881

 

 

 

100.0

%

20


Revenue for the quarterthree months ended September 30, 2017,2021 was $15,887$19,043, compared with revenue of $12,988$17,399 for the quarterthree months ended September 30, 2016,2020, an increase of $2,899,$1,644, or 22.3%9.4%. The increase in revenue was as a result of increasesresulted from an increase in revenue attributable to both of our product lines (3D printing machines and 3D printed and other products, materials and services). groups.

The increase in revenuesrevenue from 3D printing machines of $304 for the three months ended September 30, 2021, or 2.9%, as compared to the same period in the prior year, resulted primarily from a slightly higher volume ofvolumes (21 units sold (12 3D printing machines sold during the quarterthree months ended September 30, 2017, as compared to 11 3D printing machines2021 versus 13 units sold during the quarterthree months ended September 30, 2016) and a favorable2020), partially offset by an unfavorable mix of 3D printing machines sold (as we sold eight indirect printers during the quarter ended September 30, 2017, as compared to six indirect printers during the quarter ended September 30, 2016, indirect printers generally bearing a higher average selling price than direct printers). sold.

The increase in revenuesrevenue from 3D printed and other products, materials and services principallyfor the three months ended September 30, 2021 of $1,340, or 19.4%, resulted primarily from an increase of $680 associated with funded research and development arrangements primarily related to work performed in revenues from our direct PSC printing operations as a result of increased customer acceptance of our binder jet technologiesconnection with two larger government projects and an automotive project, an increase of $463

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in serviceconsumable materials and aftermarket revenues (maintenance services and replacement components for 3D printing machines) based on an increasedgrowth in our global installed base of 3D printing machines. Thesemachines and an increase of $383 in sand EAC revenues based on higher customer demand for indirect printed products. Offsetting these increases was a reduction of revenue of $282 from our global metal EACs based on lower customer demand for direct printed products.

Revenue for the nine months ended September 30, 2021 was $50,846, compared with revenue of $41,881 for the same period in revenuesthe prior year, an increase of $8,965, or 21.4%. The increase in revenue resulted from an increase in revenue attributable to both of our product groups.

The increase in revenue from 3D printing machines of $4,497 for the nine months ended September 30, 2021, or 20.7%, resulted primarily from higher volumes (46 units sold during the nine months ended September 30, 2021 versus 35 units sold during the nine months ended September 30, 2020), partially offset by an unfavorable mix of machines sold.

The increase in revenue from 3D printed and other products, materials and services were offset by a decrease in product sales associated with our former specialty machining operation located in our Chesterfield, Michigan facility (approximately $427) following the sale of certain assets associated with this operation in April 2017.

Revenue$4,468 for the nine months ended September 30, 2017, was $37,555 compared with revenue of $33,157 for the nine months ended September 30, 2016,2021, or 22.1%, resulted primarily from an increase of $4,398, or 13.3%. The increase$2,734 in revenue was as a result of increases in revenue attributable to both of our product lines (3D printing machines and 3D printed and other products,consumable materials and services). The increase inaftermarket revenues from 3D printing machines resulted primarily from an increase in volume of 3D printing machines sold (25 3D printing machines sold during the nine months ended September 30, 2017, as compared to 21 3D printing machines sold during the nine months ended September 30, 2016) and a favorable mix of 3D printing machines sold (as we sold 14 indirect printers during the quarter ended September 30, 2017, as compared to 11 indirect printers during the quarter ended September 30, 2016, indirect printers generally bearing a higher average selling price than direct printers). The increase in revenues from 3D printed and other products, materials and services principally resulted from an increase in revenues from our direct PSC printing operations as a result of increased customer acceptance of our binder jet technologies and an increase in service revenues (maintenance services and replacement components for 3D printing machines) based on an increasedgrowth in our global installed base of 3D printing machines. These increases in revenues from 3D printedmachines and other products, materials and services were offset by a decrease in product salesan increase of $2,005 associated with funded research and development arrangements (related to work performed on multiple government and commercial projects). Offsetting these increases were reductions in revenue of $490 from our former specialty machining operation locatedglobal EACs (primarily driven by reductions in our Chesterfield, Michigan facility (approximately $729) followingrevenue at the salemetal EACs) based on lower customer demand for printed products.

Revenue for both product groups was negatively impacted by COVID-19, including disruptions to domestic and international shipping and travel (which caused delays in the timing of certain assets associated with this operation in April 2017delivery and the absence of the sale of remaining inventories associated with our former laser micromachining product line (approximately $475) during the quarter ended June 30, 2016.

The following table summarizes 3D printing machines sold by type (refer to the “Our Machines and Machine Platforms” section of Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2016, for a descriptioninstallation of 3D printing machines, by type):driving corresponding delays in revenue recognition) in addition to negative macroeconomic effects on global manufacturing.

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

3D printing machine units sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exerial

 

 

4

 

 

 

 

 

 

4

 

 

 

 

S-Max+

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

S-Max

 

 

1

 

 

 

4

 

 

 

7

 

 

 

5

 

S-Print

 

 

2

 

 

 

1

 

 

 

2

 

 

 

3

 

S-15

 

 

 

 

 

1

 

 

 

 

 

 

2

 

M-Flex

 

 

2

 

 

 

1

 

 

 

6

 

 

 

3

 

Innovent

 

 

2

 

 

 

3

 

 

 

5

 

 

 

6

 

X1-Lab

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

12

 

 

 

11

 

 

 

25

 

 

 

21

 

Cost of Sales and Gross Profit

Cost of sales for the quarterthree months ended September 30, 2017,2021 was $11,790$13,721, compared with cost of sales of $9,428$13,500 for the quarterthree months ended September 30, 2016,2020, an increase of $2,362,$221, or 25.1%1.6%. The increase in cost of sales was primarily due to an increase in our variable cost of sales associated with our increase in revenues.

Gross profit for the quarterthree months ended September 30, 2017,2021 was $4,097$5,322, compared with gross profit of $3,560$3,899 for the quarterthree months ended September 30, 2016.2020, an increase of $1,423. Gross profit percentage was 25.8%27.9% for the quarterthree months ended September 30, 2017,2021, compared with 27.4%22.4% for the quarterthree months ended September 30, 2016. 2020.

The changeincrease in gross profit was the result of the increase in revenues net of the increase in cost of sales as further described above. This includes our recognition of four Exerial 3D printing machines during the quarter ended September 30, 2017 (approximately $2,762), which yielded a break-even result on aprimarily due to higher revenue volumes, favorable product warranty experience and higher contribution margin basis. Excluding these unit sales, we benefitted from overall higher realized pricing on 3D printing machine sales and better leveragebased on the mix of our fixed cost basemachines sold, partially offset by higher overhead costs, including higher productive workforce costs due to increased headcount, and the continued impact of operating inefficiencies and challenges driven by the COVID-19 operating environment, resulting in higher sales of 3D printed and other products, materials and services.input costs.

21


Cost of sales for the nine months ended September 30, 2017,2021 was $29,829$38,648, compared with cost of sales of $24,215$31,263 for the nine months ended September 30, 2016,2020, an increase of $5,614,$7,385, or 23.2%23.6%. The increase in cost of sales was primarily due to an increase in our variable cost of sales associated with our increase in revenues. In addition, we recognized a net charge associated with slow-moving, obsolete and lower of cost or market inventories of approximately $1,872 during the nine months ended September 30, 2017, compared to a net recovery of approximately $356 during the nine months ended September 30, 2016. The net charge recorded during the nine months ended September 30, 2017, was primarily attributable to certain raw material and component inventories (principally machine frames and other fabricated components) of approximately $1,460 recorded during the quarter ended June 30, 2017, associated with our Exerial 3D printing machine platform based on decisions made by us during the period related to certain design changes and improvements to the underlying platform (rendering certain elements of the previous design obsolete). The net recovery recorded during the nine months ended September 30, 2016, principally relates to the sale of certain inventories associated with our former laser micromachining product line (approximately $507) during the quarter ended June 30, 2016. Also, during the nine months ended September 30, 2017, we incurred costs of approximately $747 (approximately $142 in employee termination costs, $7 in other exit costs and $598 in asset impairments) associated with our consolidation of our 3D printing operations from our facility in North Las Vegas, Nevada into our Troy, Michigan and Houston, Texas facilities and our plan to exit our non-core specialty machining operations in Chesterfield, Michigan. These increases were offset by net gains on disposal of property and equipment recorded during the nine months ended September 30, 2017 (approximately $286), compared to net losses on disposal of property and equipment recorded during the nine months ended September 30, 2016 (approximately $169). Net gains on disposal of property and equipment recorded during the nine months ended September 30, 2017, primarily related to our sale of certain property and equipment (principally land and building) associated with our consolidation and exit of our North Las Vegas, Nevada PSC. Net losses on disposal of property and equipment recorded during the nine months ended September 30, 2016, primarily related to our sale and abandonment of certain property and equipment associated with our consolidation and exit of our Auburn, Washington PSC and the sale of certain machinery and equipment associated with our former specialty machining operations in Chesterfield, Michigan.

Gross profit for the nine months ended September 30, 2017,2021 was $7,726$12,198, compared with gross profit of $8,942$10,618 for the nine months ended September 30, 2016.2020, an increase of $1,580. Gross profit percentage was 20.6%24.0% for the nine months ended September 30, 2017,2021, compared with 27.0%25.4% for the nine months ended September 30, 2016. 2020.

The decreaseincrease in gross profit was the result of the increase in revenues net of the increase in cost of sales as further described above. This includes the aforementioned recognition of Exerial units during the quarternine months ended September 30, 2017. Excluding these unit sales, we benefitted from overall higher realized pricing on 3D printing machine sales and better leverage of our fixed cost base (net of the items further described above)2021 was primarily due to higher salesrevenue volumes and favorable product warranty experience, partially offset by higher overhead costs, including higher productive workforce costs due to increased headcount, and the continued impact of 3D printedoperating inefficiencies and other products, materials and services.challenges driven by the COVID-19 operating environment, resulting in higher input costs.

Research and Development

Research and development expenses for the quarterthree months ended September 30, 2017,2021 were $2,871$2,909, compared with research and development expenses of $1,898$2,013 for the quarterthree months ended September 30, 2016,2020, an increase of $973,$896, or 51.3%44.5%. The increase in research and development expenses was primarily due to increasesan increase of $376 in material-related costs incurred associated with systems and materials development of binder jetting technology and an increase of $369 in employee-related costs, (salaries, benefits and equity-based compensation) of approximately $295 and consulting and professional fees associated with certain machine development and other organizational development activities of approximately $521.principally due to headcount increases.

Research and development expenses for the nine months ended September 30, 2017,2021 were $7,219$8,541, compared with research and development expenses of $5,737$6,858 for the nine months ended September 30, 2016,2020, an increase of $1,482,$1,683, or 25.8%24.5%. The increase in research and development expenses was primarily due to increasesan increase of $952 in material-related costs incurred associated with systems and materials development of binder jetting technology and an increase of $819 in employee-related costs, (salaries, benefits and equity-based compensation) of approximately $362, consulting and professional fees associated with certain machine development and other organizational development activities of approximately $852 and material costs of approximately $193 (primarily associated with fine powder direct printing development activities).principally due to headcount increases.

20


Selling, General and Administrative

Selling, general and administrative expenses for the quarterthree months ended September 30, 2017,2021 were $6,062$9,585, compared with selling, general and administrative expenses of $5,234$4,825 for the quarterthree months ended September 30, 2016,2020, an increase of $828,$4,760, or 15.8%98.7%. The increase in selling, general and administrative expenses was principallyprimarily due to increasesan increase of $3,431 in employee-related costs (principally salaries, benefits and equity-based compensation) of approximately $933 associated with our investment in our commercial leadership team and executive severance costs, and consulting and professional fees (principally due to $3,376 in expenses related to the planned merger transaction), an increase in employee-related costs of approximately $324 (principally executive consulting, legal$949 due to investments in our commercial infrastructure, an increase of $148 in sales promotion and other administrative arrangements). These increases were offset by decreases in trade show expenses, and an increase of approximately $148 and a decrease$107 in our provision for bad debts from customers (net recoveries of approximately $183 during the quarter ended September 30, 2017, compared to a net provision of approximately $15 during the quarter ended September 30, 2016).travel-related expenses.

Selling, general and administrative expenses for the nine months ended September 30, 2017,2021 were $18,338$22,676, compared with selling, general and administrative expenses of $15,222$15,476 for the nine months ended September 30, 2016,2020, an increase of $3,116,$7,200, or 20.5%46.5%. The increase in selling, general and administrative expenses was principallyprimarily due to increasesan increase of $4,197 in employee-related costs (salaries, benefits and equity-based compensation) of approximately $1,522 associated with our investment in our commercial leadership team and executive severance costs, consulting and professional fees (principally due to $3,477 in expenses related to the planned merger transaction), an increase in employee-related costs of approximately $819 (principally executive consulting, legal$1,239 due to investments in our commercial infrastructure, and other administrative arrangements), lower net recoveriesan increase in commissions of $468 based on higher revenues.  There was also an increase of $434 in sales promotion and trade show expenses, a $267 increase in equity-based compensation expense, and a $251 increase in insurance expense due to increased coverage and higher premiums for bad debts from customers (net recoveries of approximately $51 during the nine months ended September 30, 2017, compared to net recoveries of approximately $256 during the nine months ended September 30,

22


2016), an impairment of intangible assets of approximately $269 during the quarter ended March 31, 2017, in connection with our plan to exit our non-core specialty machining operations at our Chesterfield, Michigan facility, and an increase in selling costs of approximately $175 (promotional expenses, trade show activities and sales commissions on 3D printing machine sales).  2021.

Interest Expense

Interest expense for the quarterthree months ended September 30, 2017,2021 was $24$2, compared with interest expense of $22$54 for the quarterthree months ended September 30, 2016, an increase2020, a decrease of $2,$52, or 9.1%96.3%. Amounts for both periods consisted principallyThe decrease in interest expense was primarily due to the absence of periodic$34 in interest expense associated with long-term debtthe related party revolving credit facility recognized during the three months ended September 30, 2020 and capital lease obligations.the absence of $18 in interest expense associated with the building note payable recognized during the three months ended September 30, 2020.  The related party revolving credit facility was terminated (Note 10) and the building note payable was extinguished (Note 11) during the three months ended March 31, 2021.  

Interest expense for the nine months ended September 30, 2017,2021 was $69$169, compared with interest expense of $276$171 for the nine months ended September 30, 2016,2020, a decrease of $207,$2, or 75.0%1.2%. The decrease in interest expense was principallyprimarily due to the effectabsence of interest expense associated with the related party revolving credit facility following its termination during the three months ended March 31, 2021 (Note 10) and the absence of interest expense associated with the building note payable following its extinguishment during the three months ended March 31, 2021 (Note 11).  We recognized interest expense of $113 associated with the related party revolving credit facility and $55 of interest expense associated with the building note payable during the nine months ended September 30, 2020. These decreases in interest expense were mostly offset by a $105 loss on the extinguishment of debt recognized during the nine months ended September 30, 2021 due to the termination of the related party revolving credit facility withand a related party$14 loss on extinguishment of debt recognized during the quarternine months ended March 31, 2016, which resulted in an accelerationSeptember 30, 2021 due to the extinguishment of amortizationthe building note payable.

Additionally, during the three months ended September 30, 2021, the Company received notice of full forgiveness of the PPP loan. As a result, the Company recognized a gain on extinguishment of the PPP loan of $2,220 during the three months ended September 30, 2021 (Note 11). The total gain on extinguishment of debt issuance costs of approximately $204.$2,220 was comprised of $2,194 related to the forgiveness of principal and $26 related to the forgiveness of accrued interest.

Other (Income) Expense – Net

Other (income) expense – net for the quarterthree months ended September 30, 2017,2021 was ($11)48), compared with other expense (income) expense – net of ($8)$314 for the quarterthree months ended September 30, 2016. Amounts for both periods consisted2020. The change of $362 was principally of interest income on cash and cash equivalents balances offset by netdue to favorable foreign exchange lossesrate changes and the related impact on commercial transactions and certain intercompany transactions between subsidiaries either settledfor which settlement has occurred or planned for settlement in the foreseeable future.is planned.

Other expense (income) expense – net for the nine months ended September 30, 2017,2021 was $134$63, compared with other expense (income) expense – net of ($306)$319 for the nine months ended September 30, 2016.2020.  The changedecrease of $440$256 was principally due to net currencyfavorable foreign exchange lossesrate changes and the related impact on certain intercompany transactions between subsidiaries either settledfor which settlement has occurred or planned for settlement in the foreseeable future, for the nine months ended September 30, 2017, as compared to net currency exchange gains during the nine months ended September 30, 2016.is planned.

Provision (Benefit) for Income Taxes

The provision (benefit) for income taxes for the quartersthree months ended September 30, 20172021 and 2016,2020 was $14$1 and $25,($34), respectively. The effective tax rate for the quarters ended September 30, 2017 and 2016, was 0.3% (provision on a loss) and 0.7% (provision on a loss), respectively. The(benefit) provision for income taxes for the nine months ended September 30, 20172021 and 2016,2020 was $23($410) and $43,$200, respectively. We have completed a discrete period computation of our provision (benefit) for income taxes for each of the periods presented. The discrete period computation was required as a result of jurisdictions with losses before income taxes for which no tax benefit can be recognized and an inability to generate reliable estimates for results in certain jurisdictions as a result of inconsistencies in generating net operating profits (losses) in those jurisdictions.

21


The effective tax rate for the three months ended September 30, 2021 and 2020 was 0.0% (provision on a loss) and 1.0% (benefit on a loss), respectively. The effective tax rate for the nine months ended September 30, 20172021 and 2016,2020 was 0.1% (provision2.4% (benefit on a loss) and 0.4%1.9% (provision on a loss), respectively.

For each of the quartersthree months ended September 30, 2021 and the three months and nine months ended September 30, 2017 and 2016,2020, the effective tax rate differsdiffered from the U.S.United States federal statutory tax rate of 34.0%21.0% primarily due to net changes in valuation allowances for the period.

For the nine months ended September 30, 2021, the effective tax rate differed from the United States federal statutory rate of 21.0% primarily due to net changes in valuation allowances for the period and recognition of a discrete income tax benefit of $412 related to the carryback of net operating losses in Japan.  During the three months ended March 31, 2021, we received confirmation from Japanese tax authorities that ExOne KK met the definition of a small or medium-sized enterprise (SME) under Japanese tax regulations, eliminating certain restrictions on the use of net operating losses to offset taxable income. ExOne KK filed amended tax returns related to tax years 2016 through 2019 to carryback net operating losses, resulting in total tax refunds of $412.

We have provided a valuation allowance for certain of our net deferred tax assets as a result of our inability to generate consistent net operating profits in certain jurisdictions in which we operate. As such, any benefitcertain benefits from deferred taxes in any of the periods presented in our condensed consolidated financial statements hashave been fully offset by changes in the valuation allowance for the related net deferred tax assets. We continue to assess our future taxable income by jurisdiction based on our recent historical operating results, the expected timing of reversal of temporary differences, various tax planning strategies that we may be able to enact in future periods, the impact of potential operating changes on our business and our forecast results from operations in future periods based on available information at the end of each reporting period. To the extent that we are able to reach the conclusion that net deferred tax assets are realizable based on any combination of the above factors in a single, or multiple, taxing jurisdictions, a reversal of the related portion of our existing valuation allowances may occur.

Impact of Inflation

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition are not significant.

Liquidity and Capital Resources

Liquidity

We have incurred a net loss in each of our annual periods since our inception. In addition, weWe incurred a net loss of approximately $4,863$4,907 and $18,057$16,621 for the quarterthree months and nine months ended September 30, 2017,2021, respectively. In connection with the completion ofAt September 30, 2021, we had $122,809 in unrestricted cash and cash equivalents.

Common Stock Offerings

Since our initial public offering and subsequent secondary offerings (including our ATM),inception we have received cumulative unrestricted net proceeds from the sale of our common stock (through our initial public offering and subsequent public offerings, including at-the-market offerings) of approximately $168,361$303,255 to fund our operations.

In September 2020, we entered into an Equity Distribution Agreement with Canaccord Genuity LLC (“Canaccord”) pursuant to which Canaccord agreed to act as sales agent in the sale of up to $25,000 in the aggregate of our common stock in “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). In February 2021, we terminated the Equity Distribution Agreement.  At the time of the termination of the Equity Distribution Agreement, the remaining maximum offering capacity was $9,269. We did not sell any shares of our common stock under the Equity Distribution Agreement during 2021 prior to its termination. There were no fees or penalties incurred by us in connection with the termination of the Equity Distribution Agreement.

In February 2021, following the termination of the Equity Distribution Agreement, we entered into an underwriting agreement with Stifel, Nicolaus & Company, Incorporated, Canaccord and certain other underwriters pursuant to which we agreed to issue and sell up to 1,666,667 shares of our common stock at a public offering price of $54.00 per share. Under the agreement, we agreed to pay underwriting discounts and commissions of $2.835 per share, as well as reimburse the underwriters for certain expenses. In addition, we granted the underwriters a 30-day option to purchase up to an additional 205,907 shares of our common stock at the public offering price, less underwriting discounts and commissions. The underwriters exercised their option to purchase 205,907 shares of our stock in-full.

22


As a result of this common stock offering, during February 2021, we sold 1,872,574 shares of our common stock and received net proceeds (after deducting underwriting discounts and commissions) of $95,725. We incurred expenses (other than underwriting discounts and commissions) associated with the common stock offering of $266, all of which was recognized during the three months ended March 31, 2021.

We have not sold any shares of our common stock through common stock offerings subsequent to the February 2021 common stock offering.

Related Party Revolving Credit Facility

On March 12, 2018, we and our ExOne Americas LLC and ExOne GmbH subsidiaries, as guarantors (collectively, the “Loan Parties”), entered into a Credit Agreement and related ancillary agreements with LBM Holdings, LLC (“LBM”), a company controlled by S. Kent Rockwell, who was our Executive Chairman (a related party) at such date and is currently our Chairman, relating to a $15,000 revolving credit facility (the “Credit Agreement”) to provide additional funding to us for working capital and general corporate purposes. The Credit Agreement provided a credit facility for a term of three years (through March 12, 2021), bearing interest at a rate of one-month LIBOR plus an applicable margin of 500 basis points. The Credit Agreement required a commitment fee of 75 basis points, or 0.75%, on the unused portion of the facility, payable monthly in arrears. In addition, an up-front commitment fee of 125 basis points, or 1.25% ($188), was required at closing. Borrowings under the Credit Agreement were collateralized by the accounts receivable, inventories and machinery and equipment of the Loan Parties.

On February 18, 2020, the Loan Parties and LBM entered into a First Amendment to the Credit Agreement (the “Amendment”) which (i) reduced the available capacity under the revolving credit facility to $10,000, (ii) extended the term of the credit facility until March 31, 2024, (iii) increased the commitment fee to 100 basis points, or 1.00%, on the unused portion of the revolving credit facility, and (iv) provided a process for the replacement of the LIBOR index after 2021. In addition, the accounts receivable of ExOne GmbH no longer served as collateral for borrowings under the amended revolving credit facility.

Under the terms of the amended credit facility, we could make prepayments against outstanding borrowings, reduce the credit commitment or terminate the credit commitment at any time without penalty.

On March 5, 2021, we terminated the related party revolving credit facility. There were no penalties associated with our termination of the related party revolving credit facility. Due to the termination, we accelerated the amortization of the remaining debt issuance costs associated with the related party revolving credit facility, resulting in recognition of a $105 loss on the extinguishment of debt during the three months ended March 31, 2021.

As the credit facility was terminated in March 2021, we did not recognize any interest expense related to the credit facility recognized subsequent to the three months ended March 31, 2021.  There were no borrowings under the credit facility during 2021 prior to its termination.

Paycheck Protection Program

On April 18, 2020, we entered into an unsecured promissory note (the “Note”) with an unrelated United States bank (the “Lender”) reflecting a loan in the principal amount of $2,194 (the “Loan”). The Loan was granted pursuant to the Paycheck Protection Program (the “PPP”) administered by the United States Small Business Administration (the “SBA”) as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

Pursuant to the terms of the Note, the Loan bore interest at a rate of 1.00% per annum and matured on April 18, 2022 (the “Maturity Date”). Under the terms of the Note, principal and interest payments on the Loan were deferred until November 18, 2020, at which time equal installments of principal and interest would have been due and payable monthly through the Maturity Date. Subsequent to us entering into the Note, in June 2020, the Paycheck Protection Program Flexibility Act of 2020 was enacted, which extended the deferral of principal and interest payments on the Loan from November 2020 to August 2021.  Pursuant to the terms of the PPP, the Loan, or a portion thereof, could be forgiven if Loan proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, costs used to continue group health care benefits, mortgage interest payments, rent and utilities. We used all of the Loan proceeds for qualifying expenses.

During June 2021, we submitted an application to the SBA requesting full forgiveness of the Loan. On July 8, 2021, we received notice from the SBA that the Loan had been forgiven in full, including forgiveness of all interest accrued to date. This formal notice from the SBA legally released us of any obligations under the Loan. As a result, we recognized a gain on extinguishment of the PPP loan of $2,220 during the three months ended September 30, 2021. The total gain on extinguishment of debt of $2,220 was comprised of $2,194 related to the forgiveness of principal and $26 related to the forgiveness of accrued interest.

Building Note Payable

On May 21, 2012, we entered into a building note payable with an unrelated United States bank. Terms of the building note payable included monthly payments of $18, including interest at 4.00% through May 2017, we had approximately $17,706 in unrestricted cash and cash equivalents.  

We believe that our existing capital resources will be sufficient to support our operating plan. If we anticipate that our actual results will differ from our operating plan, we believe we have sufficient capabilities to enact cost savings measures to preservesubsequently, monthly payments of $19

23


capital. Further,including interest at the monthly average yield on United States Treasury Securities plus 3.25% for the remainder of the term through May 2027.

On February 26, 2021, we may seekextinguished our building note payable in-full through cash payment of $1,199. We did not incur any prepayment penalties related to raise additional capitalthe extinguishment of the building note payable in advance of the maturity date (May 2027). At the extinguishment date, the net carrying amount of the building note payable was $1,185. As a result, during the three months ended March 31, 2021, we recognized a loss on the extinguishment of debt of $14 (included in interest expense in the accompanying condensed statement of consolidated operations and comprehensive loss), which represented the write-off of unamortized debt issuance costs.

As the building note payable was terminated in February 2021, we did not recognize any interest expense related to support our growth through additional debt, equity or other alternatives (including asset sales) or a combination thereof.the building note payable subsequent to the three months ended March 31, 2021.

Cash Flows

The following table summarizes the significant components of cash flows for each of the nine month periods ended September 30indicated, and our cash, cash equivalents, and restricted cash balances at September 30, 2017 and December 31, 2016:the end of each of the periods indicated:

 

 

Nine Months Ended

 

 

September 30,

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Net cash used for operating activities

 

$

(12,895

)

 

$

(1,908

)

 

$

(18,046

)

 

$

(12,615

)

Net cash provided by (used for) investing activities

 

 

2,828

 

 

 

(638

)

Net cash (used for) provided by financing activities

 

 

(166

)

 

 

12,879

 

Net cash (used for) provided by investing activities

 

 

(3,451

)

 

 

15,457

 

Net cash provided by financing activities

 

 

96,460

 

 

 

30,556

 

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

 

 

882

 

 

 

138

 

 

 

(460

)

 

 

295

 

Net change in cash, cash equivalents, and restricted cash

 

$

(9,351

)

 

$

10,471

 

 

$

74,503

 

 

$

33,693

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

September 30, 2017

 

 

December 31, 2016

 

Cash and cash equivalents

 

$

17,706

 

 

$

27,825

 

 

$

122,809

 

 

$

49,668

 

Restricted cash

 

 

1,098

 

 

 

330

 

 

 

1,870

 

 

 

508

 

Cash, cash equivalents, and restricted cash shown in the

condensed statement of consolidated cash flows

 

$

18,804

 

 

$

28,155

 

Cash, cash equivalents, and restricted cash

 

$

124,679

 

 

$

50,176

 

Operating Activities

Net cash used for operating activities for the nine months ended September 30, 2017,2021 was $12,895$18,046, compared with net cash used for operating activities of $1,908$12,615 for the nine months ended September 30, 2016.2020. The changeincrease in net cash outflows of $10,987$5,431 was due principally to an increase in our net loss, combined withnet of noncash items, a decrease in net cash inflows from changes in assets and liabilities, including a decrease in cash inflows from customers (principally due to the implementationtiming of more favorable liquidity terms with customers during the nine months ended September 30, 2016)cash collections on 3D printing machine sales) and an increase in net cash outflows related to inventories (based on our operating plans for delivery of 3D printing machines to customers). These changes were partially offset by a reductioninventories.  Partially offsetting these increases in net cash outflows was an increase in net cash inflows related to vendors (based on the timing of payment).payments to our suppliers and vendors for our production and operating expenses.

Investing Activities

Net cash provided byused for investing activities for the nine months ended September 30, 2017,2021 was $2,828$3,451, compared with net cash used forprovided by investing activities of $638$15,457 for the nine months ended September 30, 2016.2020.

NetActivity for both periods included cash provided by investing activitiesoutflows for capital expenditures (consistent with our operating plans).

For the nine months ended September 30, 2017,2020, net cash provided by investing activities included cash inflows of approximately $3,702$16,229 in proceeds from the sale of property and equipment, mostly attributable toincluding the sale-leaseback of our sale of assets associated with our non-core specialty machining operationEuropean headquarters and operating facility in Chesterfield, Michigan and our PSC in North Las Vegas, Nevada during the quarter ended June 30, 2017. Remaining activity for both periods included cash outflows for capital expenditures consistent with our operating plans.

We expect our remaining 2017 capital expenditures to be limited to spending associated with sustaining our existing operations and strategic asset acquisition and deployment (additional estimated spending of less than $1,000).Gersthofen, Germany.

Financing Activities

Net cash used forprovided by financing activities for the nine months ended September 30, 2017,2021 was $166$96,460, compared with net cash provided by financing activities of $12,879$30,556 for the nine months ended September 30, 2016.2020.

Uses of cash forFor the nine months ended September 30, 2017,2021, net cash provided by financing activities primarily included principal payments on outstanding debtcash inflows of $95,288 in proceeds from our common stock offerings, net of issuance costs (further discussed above) and capital leases.$2,429 in proceeds from the exercise of stock options by employees, partially offset by $1,226 in cash outflows associated with the extinguishment of the building note payable (further discussed above).

Sources of cash forFor the nine months ended September 30, 2016,2020, net cash provided by financing activities included cash inflows of $27,699 in proceeds from at-the-market offerings of common stock, net of issuance costs (further discussed above), $2,194 in proceeds from

24


borrowings on long-term debt associated with our PPP Loan (further discussed above) and $858 in proceeds from the issuanceexercise of common stock options by employees.

Financial Condition

The following summarizes the material changes in our financial condition from December 31, 2020 to September 30, 2021:

Restricted cash increased by $1,362 due to an increase in financial guarantees and letters of approximately $12,447credit issued through our credit facility with a German bank, resulting in an increase of $1,270 in required cash collateral associated with those financial guarantees and letters of credit, and due to $92 in additional cash collateral required by a United States bank related to our corporate credit card program.

Accounts receivable increased by $3,487 based on the timing of cash payments by customers (principally the timing of cash collections on 3D printing machine sales).

Inventories increased by $4,516 due to increases in raw material inventories and work in process inventories consistent with our growth in backlog.

Prepaid expenses and other current assets increased by $1,862, primarily due to increases in prepayments to suppliers for 3D printing machine components and subassemblies and increases in prepaid insurance (primarily due to increased coverage and higher premiums).

Property and equipment – net increased by $1,515, mostly due to capital expenditures of $3,201 and net transfers of 3D printing machines from inventory to property and equipment of $1,610, partially offset by a decrease due to depreciation expense of $2,720 recognized during the period. The remaining decrease was primarily due to the effect of changes in foreign exchange rates on property and equipment balances recorded in Germany and Japan.

Operating lease right-of-use assets decreased by $1,554, principally due to the amortization of the right-of-use asset associated with the lease for our European headquarters and operating facility in Gersthofen, Germany during the period.

Accounts payable increased by $3,156 due to the timing of payments to our suppliers and vendors for our production and operating expenses.

Accrued expenses and other current liabilities increased by $1,788, principally due to an increase of $1,668 in accrued professional services fees (primarily the accrual of expenses incurred in connection with the planned merger transaction).

Operating lease liabilities decreased by $1,554, principally due to payments made under the lease agreement for our registered direct offering to a related partyEuropean headquarters and approximately $595operating facility in connection with our ATM. UsesGersthofen, Germany during the period.

Contract liabilities increased $3,015 based on the timing of cash forpayments by customers (principally the nine months ended September 30, 2016, included principal paymentstiming of cash collections on outstanding debt3D printing machine sales consistent with growth in our backlog). Contract liabilities have also been impacted as a result of disruptions in delivery and capital leases.installation of our 3D printing machines as a result of COVID-19.    

Off Balance Sheet Arrangements

In the normal course of ourits operations, our ExOne GmbH subsidiary issues short-term financial guarantees and letters of credit to third parties in connection with certain commercial transactions requiring security. security through a credit facility with a German bank.

At September 30, 2017,2021, total outstanding financial guarantees and letters of credit issued by us were approximately $1,633$2,522 (€1,382). Included in2,176), of which $2,429 (€2,096) were issued through the totalcredit facility with a German bank. Cash collateral of $1,270 (€1,096) was required for financial guarantees and letters of credit issued under the credit facility. The outstanding financial guarantees and letters of credit issued by us are approximately $1,352 (€1,144) withinclude expiration dates ranging from October 2017November 2021 through July 2018 and approximately $281 (€238) which have no expiration date.March 2023.

At December 31, 2016,2020, total outstanding financial guarantees and letters of credit issued by us were approximately $400$1,026 (€380). 836), of which $928 (€756) were issued through the credit facility with a German bank. At December 31, 2020, no cash collateral was required for financial guarantees and letters of credits issued under the credit facility.

For further discussion related to financial guarantees

24


and letters of credit issued by us,ExOne GmbH, refer to Note 109 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Recently Issued and Adopted Accounting Guidance

Refer to Note 1 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

Refer to Note 1 ofto the consolidated financial statements included in Part I,II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2016.2020.


Item 3.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

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

The local currency is the functional currency for significant operations outsidea smaller reporting company as defined by Rule 12b-2 of the United States. The determinationSecurities Exchange Act of the functional currency of an operation is made based on the appropriate economic and management indicators.

Foreign currency assets and liabilities are translated into their United States dollar equivalents based on period end spot exchange rates,1934 (the “Exchange Act”), as amended, and are included in stockholders’ equity as a component of other comprehensive income (loss). Revenues and expenses are translated at average exchange rates. Transaction gains and losses that arise from exchange rate fluctuations are chargednot required to operations as incurred, except for gains and losses associated with certain long-term intercompany transactions for which settlement is not planned or anticipated inprovide the foreseeable future, which are included in accumulated other comprehensive loss in the condensed consolidated balance sheet.information under this item.

We transact business globally and are subject to risks associated with fluctuating foreign exchange rates. Approximately 68.2% and 59.3% of our consolidated revenue was derived from transactions outside the United States for the quarters ended September 30, 2017 and 2016, respectively. Approximately 61.2% and 54.0% of our consolidated revenue was derived from transactions outside the United States for the nine months ended September 30, 2017 and 2016, respectively. This revenue is generated primarily from wholly-owned subsidiaries operating in their respective countries and surrounding geographic areas. This revenue is primarily denominated in each subsidiary’s local functional currency, including the euro and Japanese yen. A hypothetical change in foreign exchange rates of +/- 10.0% for the quarter and nine months ended September 30, 2017, would result in an increase (decrease) in revenue of approximately $1,100 and $2,300, respectively. These subsidiaries incur most of their expenses (other than intercompany expenses) in their local functional currencies.

At September 30, 2017, we held approximately $18,804 in cash, cash equivalents, and restricted cash, of which approximately $15,366 was held by certain of our subsidiaries in United States dollars.

Item 4.

Item 4.     Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation ofincluding our Chief Executive Officer and our Chief Financial Officer, evaluatedperformed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2017. The term “disclosure controls and procedures,” as(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, meansAct) as of September 30, 2021. These controls and other procedures of a company that are designed to ensureprovide reasonable assurance that the information required to be disclosed by a company in the reports that it fileswe file or submitssubmit under the Exchange Act isare recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’sour management, including its principal executiveour Chief Executive Officer and principal financial officers, as appropriateChief Financial Officer, in a manner to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.disclosures. Based on thisthat evaluation, managementour Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2017, that our disclosure controls and procedures were not effective at the reasonable assurance level due to a material weaknessas of September 30, 2021.

Change in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting as discussed induring the Company’s Annual Report on Form 10-K filed on March 16, 2017.

As a result of the material weakness described in our Annual Report on Form 10-K, we performed additional analysis and other post-closing proceduresthree months ended September 30, 2021, that have materially affected, or are reasonably likely to ensure our condensed consolidated financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements and related notes thereto included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

25


Changes in Internal Control over Financial Reporting

With oversight from our executive management and Audit Committee of our Board of Directors, we continue to address the identified material weakness in our information technology system platform specific to our ExOne GmbH subsidiary, in particular, how this information technology system platform impacts our accounting for inventories specific to ExOne GmbH. Our approach includes the identification and remediation of known errors in the original implementation of, and subsequent changes to, this information technology system platform in an effort to reduce certain manual processes and controls necessary to ensure accurate and timely reporting of operating results associated with this subsidiary. We expect this process to be completed by December 31, 2017.

We can provide no assurance at this time that management will be able to report thatmaterially affect, our internal control over financial reporting will be effective as of December 31, 2017. As an EGC, we are exempt from the requirement to obtain an attestation report from our independent registered public accounting firm on the assessment of our internal controls pursuant to the Sarbanes-Oxley Act of 2002 until such time that we no longer qualify as an EGC.reporting.

26


PART II – OTHER INFORMATION

Item 1.

Item 1.     Legal Proceedings.

On July 1, 2017, the Company (through its ExOne GmbH subsidiary) entered into a Settlement Agreement with Kocel Foundry Limited (also known as Kocel CSR Casting Company, Limited) and Kocel Group (Hong Kong) Limited (collectively, “Kocel”) relating to settlement of the arbitration case (no. 100019-2017) administered by the Swiss Chambers’ Arbitration Institution Notice of Arbitration, as filed by the Company on January 25, 2017. Among other things, the Settlement Agreement provided for a cash payment from ExOne GmbH to Kocel of approximately $811,335 and a settlement and release of claims related to a sales agreement between the parties for certain 3D printing machines and related equipment.

We are subject to various litigation, claims, and proceedings which have been or may be instituted or asserted from time to time in the ordinary course of business. Other than the matter further described above, managementManagement does not believe that the outcome of any pending or threatened matters will have a material adverse effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

Item 1A.

Risk Factors.

Item 1A.     Risk Factors.

There have been no material changes from the risk factors as previously discloseddescribed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2016.2020, other than as follows:

On August 11, 2021, we entered into a Merger Agreement with DM. See Part I, Item 1. Notes to Condensed Consolidated Financial Statements - Note 1. Basis of Presentation of this report. There have been no material changes from the risk factors described in the proxy statement on Schedule 14A relating to the Mergers filed with the SEC on October 8, 2021 other than receiving clearance from the German Federal Ministry for Economic Affairs and Energy on October 20, 2021, the expiration of the HSR waiting period on October 28, 2021 and the approval of the Mergers by our stockholders on November 9, 2021.

Item 2.     Issuer Purchases of Equity Securities.

Under the 2013 Equity Incentive Plan (the “Plan”), the Compensation Committee of the Board may require or permit participants under the Plan to elect net settlement upon the vesting of restricted stock awards under the Plan in order to satisfy the related tax withholding obligations.  Under net settlement, we withhold from the shares that would otherwise be delivered to the participant such number of shares of our common stock having an aggregate fair market value equal to the tax withholding obligation. When we withhold these shares, we are required to remit to the appropriate taxing authorities the aggregate fair market value of the shares withheld, which could be deemed a purchase of the common shares by us on the date of withholding.

A summary of our deemed repurchases of shares of our common stock to satisfy tax withholding obligations related to the vesting of restricted stock, as described above, during the three months ended September 30, 2021 is as follows:

Period

 

Total number of

shares purchased (a)

 

 

Average price paid

per share

 

 

Total number of

shares purchased

as part of publicly

announced plans

or programs (a)

 

 

Maximum number

(or approximate

dollar value) of

shares that

may be purchased

under the plans or

programs (a)

 

July 1, 2021 - July 31, 2021

 

 

 

 

$

 

 

 

 

 

$

 

August 1, 2021 - August 31, 2021

 

 

412

 

 

 

18.15

 

 

 

 

 

 

 

September 1, 2021 - September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

412

 

 

$

18.15

 

 

 

 

 

$

 

(a)

All of our repurchases of shares of our common stock during the three months ended September 30, 2021 were in connection with the net settlement of vested restricted stock awards. The Company did not have any publicly announced plans or programs to purchase our common stock during the three months ended September 30, 2021.

Item 6.

Item 6.     Exhibits.

(a)(3) Exhibits

The Exhibits listed on the accompanying Index to Exhibits are filed as part of this Quarterly Report on Form 10-Q.


27


EXHIBIT INDEX

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

 

Exhibit

Number

 

Description

 

Method of Filing

 

 

 

 

 

  2.1*

Agreement and Plan of Merger, dated as of August 11, 2021, by and among DM, Merger Sub I, Merger Sub II and the Company.

Incorporated by reference to Exhibit 2.1 of Form 8-K (#001-35806) filed on August 12, 2021.

  3.1

Amended and Restated Bylaws.

Incorporated by reference to Exhibit 3.1 of Form 8-K (#001-35806) filed on August 12, 2021.

 

 

 

 

  10.1

 

Change of Control Severance Plan, as amended August 8, 2018 and September 13, 2021.**

Filed herewith.

  10.2

Form of Retention Bonus Award.**

Filed herewith.

  31.1

Rule 13(a)-14(a) Certification of Principal Executive At-Will Employment Agreement dated August 4, 2017, by and between The ExOne Company and JoEllen Lyons Dillon.Officer.

 

Filed herewith.

 10.2

 

The ExOne Company Change of Control Severance Plan dated August 8, 2017.

 

Filed herewith.

  31.1

Rule 13(a)-14(a) Certification of Principal Executive Officer.

Filed herewith.

  31.2

 

Rule 13(a)-14(a) Certification of Principal Financial Officer.

 

Filed herewith.

 

 

 

 

 

  32

 

Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.

 

Filed herewith.

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document.Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

Filed herewith.

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

 

Filed herewith.

 

 

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

Filed herewith.

 

 

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

Filed herewith.

 

 

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document.

 

Filed herewith.

 

 

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

Filed herewith.

104

Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

Filed herewith.

* Certain exhibits and schedules to this Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to provide to the Securities and Exchange Commission copies of such documents upon request; provided, however, that the Company reserves the right to request confidential treatment for portions of any such documents.

 

28Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked withtwo asterisks (**).



Signatures

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

 

The ExOne Company

 

 

By:

 

/s/ James L. McCarleyJohn F. Hartner

 

 

James L. McCarley

John F. Hartner

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date:

 

November 9, 201712, 2021

 

 

 

By:

 

/s/ Brian W. SmithDouglas D. Zemba

 

 

Brian W. Smith

Douglas D. Zemba

 

 

Chief Financial Officer

 

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

Date:

 

November 9, 201712, 2021

 

29