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, 2017March 31, 2020

OR

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

For the transition period from                     to                     

Commission File No. 001-35806

 

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, 16,158,619May 7, 2020, 16,455,000 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

 

 

September 30,

 

 

September 30,

 

 

March 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Revenue

 

$

15,887

 

 

$

12,988

 

 

$

37,555

 

 

$

33,157

 

 

$

13,383

 

 

$

9,579

 

Cost of sales

 

 

11,790

 

 

 

9,428

 

 

 

29,829

 

 

 

24,215

 

 

 

9,754

 

 

 

6,937

 

Gross profit

 

 

4,097

 

 

 

3,560

 

 

 

7,726

 

 

 

8,942

 

 

 

3,629

 

 

 

2,642

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

2,871

 

 

 

1,898

 

 

 

7,219

 

 

 

5,737

 

 

 

2,476

 

 

 

2,432

 

Selling, general and administrative

 

 

6,062

 

 

 

5,234

 

 

 

18,338

 

 

 

15,222

 

 

 

6,163

 

 

 

5,423

 

Gain from sale-leaseback of property and equipment

 

 

(1,462

)

 

 

 

 

 

8,933

 

 

 

7,132

 

 

 

25,557

 

 

 

20,959

 

 

 

7,177

 

 

 

7,855

 

Loss from operations

 

 

(4,836

)

 

 

(3,572

)

 

 

(17,831

)

 

 

(12,017

)

 

 

(3,548

)

 

 

(5,213

)

Other expense (income)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense

 

 

 

 

 

 

 

 

Interest expense

 

 

24

 

 

 

22

 

 

 

69

 

 

 

276

 

 

 

64

 

 

 

71

 

Other (income) expense ̶ net

 

 

(11

)

 

 

(8

)

 

 

134

 

 

 

(306

)

 

 

(190

)

 

 

12

 

 

 

13

 

 

 

14

 

 

 

203

 

 

 

(30

)

 

 

(126

)

 

 

83

 

Loss before income taxes

 

 

(4,849

)

 

 

(3,586

)

 

 

(18,034

)

 

 

(11,987

)

 

 

(3,422

)

 

 

(5,296

)

Provision for income taxes

 

 

14

 

 

 

25

 

 

 

23

 

 

 

43

 

Provision (benefit) for income taxes

 

 

226

 

 

 

(800

)

Net loss

 

$

(4,863

)

 

$

(3,611

)

 

$

(18,057

)

 

$

(12,030

)

 

$

(3,648

)

 

$

(4,496

)

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.30

)

 

$

(0.23

)

 

$

(1.13

)

 

$

(0.76

)

 

$

(0.22

)

 

$

(0.28

)

Diluted

 

$

(0.30

)

 

$

(0.23

)

 

$

(1.13

)

 

$

(0.76

)

 

$

(0.22

)

 

$

(0.28

)

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4,863

)

 

$

(3,611

)

 

$

(18,057

)

 

$

(12,030

)

 

$

(3,648

)

 

$

(4,496

)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

1,194

 

 

 

489

 

 

 

4,713

 

 

 

2,288

 

 

 

(838

)

 

 

(776

)

Comprehensive loss

 

$

(3,669

)

 

$

(3,122

)

 

$

(13,344

)

 

$

(9,742

)

 

$

(4,486

)

 

$

(5,272

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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,

 

 

March 31,

 

 

December 31,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

17,706

 

 

$

27,825

 

 

$

16,813

 

 

$

5,265

 

Restricted cash

 

 

1,098

 

 

 

330

 

 

 

508

 

 

 

978

 

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

 

 

6,539

 

 

 

6,447

 

Accounts receivable ̶ net

 

 

4,954

 

 

 

6,522

 

Current portion of net investment in sales-type leases

 

 

289

 

 

 

213

 

Inventories ̶ net

 

 

16,643

 

 

 

15,838

 

 

 

21,653

 

 

 

19,770

 

Prepaid expenses and other current assets

 

 

2,293

 

 

 

1,159

 

 

 

2,787

 

 

 

2,182

 

Total current assets

 

 

44,279

 

 

 

51,599

 

 

 

47,004

 

 

 

34,930

 

Property and equipment ̶ net

 

 

49,489

 

 

 

51,134

 

 

 

20,720

 

 

 

38,895

 

Intangible assets ̶ net

 

 

152

 

 

 

668

 

Operating lease right-of-use assets

 

 

4,789

 

 

 

432

 

Net investment in sales-type leases ̶ net of current portion

 

 

712

 

 

 

738

 

Other noncurrent assets

 

 

781

 

 

 

777

 

 

 

244

 

 

 

371

 

Total assets

 

$

94,701

 

 

$

104,178

 

 

$

73,469

 

 

$

75,366

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

135

 

 

$

132

 

 

$

155

 

 

$

153

 

Current portion of capital leases

 

 

25

 

 

 

72

 

Accounts payable

 

 

4,311

 

 

 

2,036

 

 

 

4,385

 

 

 

5,818

 

Accrued expenses and other current liabilities

 

 

5,033

 

 

 

5,124

 

 

 

4,590

 

 

 

6,942

 

Deferred revenue and customer prepayments

 

 

7,533

 

 

 

7,371

 

Current portion of operating lease liabilities

 

 

1,684

 

 

 

158

 

Current portion of contract liabilities

 

 

13,646

 

 

 

11,846

 

Total current liabilities

 

 

17,037

 

 

 

14,735

 

 

 

24,460

 

 

 

24,917

 

Long-term debt ̶ net of current portion

 

 

1,543

 

 

 

1,644

 

 

 

1,171

 

 

 

1,211

 

Capital leases ̶ net of current portion

 

 

41

 

 

 

10

 

Operating lease liabilities ̶ net of current portion

 

 

3,105

 

 

 

274

 

Contract liabilities ̶ net of current portion

 

 

230

 

 

 

286

 

Other noncurrent liabilities

 

 

9

 

 

 

9

 

 

 

115

 

 

 

96

 

Total liabilities

 

 

18,630

 

 

 

16,398

 

 

 

29,081

 

 

 

26,784

 

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,

16,386,487 (2020) and 16,346,960 (2019) shares issued and outstanding

 

 

164

 

 

 

163

 

Additional paid-in capital

 

 

173,158

 

 

 

171,116

 

 

 

177,141

 

 

 

176,850

 

Accumulated deficit

 

 

(87,226

)

 

 

(68,761

)

 

 

(120,596

)

 

 

(116,948

)

Accumulated other comprehensive loss

 

 

(10,022

)

 

 

(14,735

)

 

 

(12,321

)

 

 

(11,483

)

Total stockholders' equity

 

 

76,071

 

 

 

87,780

 

 

 

44,388

 

 

 

48,582

 

Total liabilities and stockholders' equity

 

$

94,701

 

 

$

104,178

 

 

$

73,469

 

 

$

75,366

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

Three Months Ended

 

 

September 30,

 

 

March 31,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(18,057

)

 

$

(12,030

)

 

$

(3,648

)

 

$

(4,496

)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

4,966

 

 

 

4,280

 

Depreciation

 

 

923

 

 

 

1,165

 

Equity-based compensation

 

 

2,043

 

 

 

1,104

 

 

 

292

 

 

 

439

 

Amortization of debt issuance costs

 

 

4

 

 

 

209

 

 

 

19

 

 

 

23

 

Provision (recoveries) for bad debts ̶ net

 

 

51

 

 

 

(73

)

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

net realizable value inventories ̶ net

 

 

22

 

 

 

107

 

Foreign exchange (gains) losses on intercompany transactions ̶ net

 

 

(165

)

 

 

(11

)

Gain from sale-leaseback of property and equipment

 

 

(1,462

)

 

 

 

Gain from disposal of property and equipment ̶ net

 

 

(2

)

 

 

 

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

 

Changes in assets and liabilities, excluding effects of foreign currency

translation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in accounts receivable

 

 

288

 

 

 

4,681

 

 

 

1,487

 

 

 

2,877

 

(Increase) decrease in inventories

 

 

(2,772

)

 

 

399

 

(Increase) decrease in prepaid expenses and other assets

 

 

(1,438

)

 

 

795

 

Increase (decrease) in accounts payable

 

 

2,032

 

 

 

(1,296

)

(Increase) decrease in net investment in sales-type leases

 

 

(50

)

 

 

87

 

Increase in inventories

 

 

(2,146

)

 

 

(1,576

)

Increase in prepaid expenses and other assets

 

 

(672

)

 

 

(509

)

Decrease in accounts payable

 

 

(1,408

)

 

 

(793

)

Decrease in accrued expenses and other liabilities

 

 

(522

)

 

 

(1,259

)

 

 

(24

)

 

 

(1,748

)

(Decrease) increase in deferred revenue and customer prepayments

 

 

(938

)

 

 

1,687

 

Increase in contract liabilities

 

 

1,849

 

 

 

3,122

 

Net cash used for operating activities

 

 

(12,895

)

 

 

(1,908

)

 

 

(4,739

)

 

 

(1,386

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(874

)

 

 

(690

)

 

 

(338

)

 

 

(347

)

Proceeds from sale of property and equipment

 

 

3,702

 

 

 

52

 

 

 

16,228

 

 

 

 

Net cash provided by (used for) investing activities

 

 

2,828

 

 

 

(638

)

 

 

15,890

 

 

 

(347

)

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

 

Payments on long-term debt

 

 

(102

)

 

 

(102

)

 

 

(39

)

 

 

(36

)

Payments on capital leases

 

 

(64

)

 

 

(61

)

Proceeds from exercise of employee stock options

 

 

 

 

 

165

 

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

 

 

 

 

 

(68

)

Other

 

 

(3

)

 

 

(5

)

Net cash (used for) provided by financing activities

 

 

(166

)

 

 

12,879

 

 

 

(42

)

 

 

56

 

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

 

 

882

 

 

 

138

 

 

 

(31

)

 

 

(121

)

Net change in cash, cash equivalents, and restricted cash

 

 

(9,351

)

 

 

10,471

 

 

 

11,078

 

 

 

(1,798

)

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

 

 

28,155

 

 

 

19,672

 

 

 

6,243

 

 

 

9,140

 

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

 

$

18,804

 

 

$

30,143

 

 

$

17,321

 

 

$

7,342

 

 

 

 

 

 

 

 

 

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

 

 

$

852

 

 

$

819

 

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

inventories for sale

 

$

597

 

 

$

1,276

 

 

$

823

 

 

$

 

Property and equipment acquired through financing arrangements

 

$

48

 

 

$

 

Property and equipment included in accounts payable

 

$

94

 

 

$

15

 

 

$

56

 

 

$

23

 

Property and equipment included in accrued expenses and other current liabilities

 

$

84

 

 

$

 

 

$

 

 

$

7

 

Advance deposits on property and equipment

 

$

12

 

 

$

203

 

Debt issuance costs included in accounts payable

 

$

41

 

 

$

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

Total

 

 

 

Common stock

 

 

Additional

 

 

Accumulated

 

 

comprehensive

 

 

stockholders'

 

 

 

Shares

 

 

$

 

 

paid-in capital

 

 

deficit

 

 

loss

 

 

equity

 

Balance at December 31, 2018

 

 

16,234

 

 

$

162

 

 

$

175,214

 

 

$

(101,853

)

 

$

(10,748

)

 

$

62,775

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(4,496

)

 

 

 

 

 

(4,496

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(776

)

 

 

(776

)

Equity-based compensation

 

 

 

 

 

 

 

 

439

 

 

 

 

 

 

 

 

 

439

 

Exercise of employee stock options

 

 

23

 

 

 

1

 

 

 

164

 

 

 

 

 

 

 

 

 

165

 

Taxes related to the net share settlement of

   equity-based awards

 

 

 

 

 

 

 

 

(68

)

 

 

 

 

 

 

 

 

(68

)

Common stock issued from equity incentive plan

 

 

28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2019

 

 

16,285

 

 

$

163

 

 

$

175,749

 

 

$

(106,349

)

 

$

(11,524

)

 

$

58,039

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

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, 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)(No. 333-223690) with the Securities and Exchange Commission (“SEC”) on April 10, 2015.March 15, 2018. The purpose of the Form S-3 was to register among other securities,various equity and debt securities. Certain subsidiariesSubsidiaries 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. There have been no transactions undertaken subject to the Form S-3 since its initial filing.

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, 20162019 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, 2016,2019, 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 taxes (including the valuation allowance on certain deferred tax assets 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 relating to restricted cashoperating lease right-of-use assets ($330)432), current portion of operating lease liabilities ($158) and intangible assetsoperating lease liabilities – net of current portion ($668)274) in the accompanying condensed consolidated balance sheet at December 31, 2016,2019, have been reclassified from prepaidother noncurrent assets, accrued expenses and other current assetsliabilities and other noncurrent assets,liabilities, respectively, to conform to current period presentation.

Certain amounts relating to provision (recoveries) for slow-moving, obsolete and lower of cost or market inventoriesforeign exchange (gains) losses on intercompany transactions – net, for 2019 ($356) and amortization of debt issuance costs ($5)11) in the accompanying condensed statement of consolidated cash flows for the nine months ended September 30, 2016, have been reclassified from decrease in inventorieseffect of exchange rate changes on cash, cash equivalents, and decrease in prepaid expenses and other assets, respectively,restricted cash, to conform to current period presentation.

Recently Adopted Accounting GuidanceCOVID-19

On January 1, 2017,In March 2020, the Company adopted Financial Accounting Standards BoardWorld Health Organization declared the novel strain of coronavirus (“FASB”COVID-19”) Accounting Standards Update (“ASU”) 2016-16, “Income Taxes: Intra-Entity Transfersa global pandemic and recommended containment and mitigation measures worldwide. The impact of Assetsthe COVID-19 global pandemic and related economic, business and market disruptions are evolving rapidly, and their effects are uncertain. Other Than Inventory.” This ASU modifies existing guidancethan a temporary closure of the Company’s North Huntingdon, Pennsylvania facility effective for the period from March 23 through March 30, 2020, the Company’s operations were not materially affected by the COVID-19 outbreak as of and is intended to reduce diversityfor the three months ended March 31, 2020. Beginning in practice with respectMarch 2020, restrictions imposed by various governmental authorities on international shipping and travel have caused a disruption to the accounting fortiming of shipment of the income tax consequencesCompany’s 3D printing machines and the Company’s ability to complete installations of intra-entity transfers3D printing machines. The duration and severity of assets. The ASU indicates that the former exception to income tax accounting that requires companies to deferoutbreak and its long-term impact on the income tax effects of certain intercompany transactions would apply only to intercompany inventory transactions. That is, the exception no longer appliesCompany’s business are uncertain at this time.

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. As a result, a cumulative-effect adjustment of approximately $408 has been recorded to accumulated deficit on January 1, 2017, in connection with this adoption. This cumulative-effect adjustment relates to the prepaid expense associated with intra-entity transfers of property 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 beneficiary of the VIE as part of the analysis of whether the VIE would need to be consolidated. Under the ASU, a decision maker needs to consider only 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 notis unable to predict the impact that COVID-19 will have significant involvement with entities subject to consolidation considerations impacted by VIE model factors addressed by this ASU. Management has determined that the adoptionon its future financial position, results of this ASU did not have an impact on the condensed consolidated financial statements 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 GuidancePronouncements

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,June 2016, the FASB issued ASU 2017-09, “Compensation2016-13, “Financial InstrumentsStock Compensation: Scope of Modification Accounting.Credit Losses.” This ASU requires registrantsadded 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 apply modification accounting unless three specific criteria are met.most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The three criteria are: the fair valueCECL 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 smaller reporting company pursuant to Rule 12b-2 of the award is the same before and after the modification, the vesting conditions are the same before and after the modification and the classificationSecurities Exchange Act of 1934, as a debt or equity award is the same before and after the modification. This ASU becomesamended, these changes become effective for the Company on January 1, 2018, and is to be applied prospectively to new awards granted after adoption. Early adoption is permitted. Management is currently evaluating the potential impact of this ASU on 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 classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments 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 on the consolidated financial statements of the Company.

In February 2016, the FASB issued ASU 2016-02, “Leases.” As a result of this ASU, lessees will be required to recognize the following for all leases (with the exception 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 becomes 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. 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).2023. Management is currently evaluating the potential impact of these collective changes on the consolidated financial statements of the Company.

Note 2. Liquidity

On February 6, 2013, 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 Sales Agreement (“ATM”) with FBR Capital Markets & Co. (“FBR”) and MLV & Co. LLC (“MLV”) pursuant to which FBR and MLV agreed to act as distribution agents in the sale of up to $50,000 in the aggregate of ExOne common stock in “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 the Company on the basis of significant influence in that a member of the Board of Directors of the Company also served as a member 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 of common stock under the ATM and an initial reimbursement of certain legal expenses of $25. During the quarter ended March 31, 2016, the Company sold 91,940 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 ExOne common stock at a per share price of $9.13 (a $0.50 premium from 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 to the Company as S. Kent Rockwell served as Chairman and CEO of the Company and was the controlling shareholder of Rockwell Forest Products, Inc. at the time of the transaction. 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 termination of the Company’s revolving credit facility with RHI Investments, LLC.  Following completion of the registered direct offering on January 13, 2016, the Company received gross proceeds of approximately $13,000. Unrestricted net proceeds to the Company from the sale of common stock in the registered direct offering were approximately $12,447 (after deducting offering costs of approximately $553).

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$3,648 for the quarter and ninethree months ended September 30, 2017, respectively. As noted above,March 31, 2020. At March 31, 2020, the Company had $16,813 in unrestricted cash and cash equivalents.

In addition to its unrestricted cash and cash equivalents, the Company also has access to additional capital through its $10,000 related party revolving credit facility (Note 12). Also, on April 18, 2020, the Company received additional unrestricted cash proceeds of $2,194 in connection with a Paycheck Protection Program loan (Note 19).

Since its inception, the Company has received cumulative unrestricted net proceeds from the sale of its common stock (through its initial public offering and subsequent secondary offerings) of approximately $168,361 to fund its operations. At September 30, 2017,The Company maintains additional access to capital through its active shelf registration statement (Note 1) which allows for the sale of various equity or debt instruments up to an aggregate amount of $125,000. Future sales of securities through the Company’s active shelf registration are dependent on market conditions which may restrict the timing and extent of any future offering of securities by the Company.

The Company has previously exhibited its ability to modify its operating structure and support its liquidity position through various restructuring and other actions, including its 2018 global cost realignment program. In response to adverse market conditions associated with the COVID-19 global pandemic, beginning in March 2020 and through April 2020, the Company had approximately $17,706initiated various cost savings actions including a mix of employee terminations, furloughs and pay rate reductions, as well as reductions in unrestrictedconsulting and other expenses, all in an effort to conserve cash and cash equivalents.maintain adequate liquidity.  

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, thecapital (in addition to those further described above). The Company may also 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

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

March 31,

 

 

September 30,

 

 

September 30,

 

 

2020

 

 

2019

 

Foreign currency translation adjustments

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(11,216

)

 

$

(11,736

)

 

$

(14,735

)

 

$

(13,535

)

 

$

(11,483

)

 

$

(10,748

)

Other comprehensive income

 

 

1,194

 

 

 

489

 

 

 

4,713

 

 

 

2,288

 

Other comprehensive loss

 

 

(838

)

 

 

(776

)

Balance at end of period

 

$

(10,022

)

 

$

(11,247

)

 

$

(10,022

)

 

$

(11,247

)

 

$

(12,321

)

 

$

(11,524

)

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 no tax impacts related to income tax rate changes and no amounts were reclassified to earnings for either of the periods presented.

7


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 shares outstanding during the applicable period.

As the Company incurred a net loss during each of the quarters and ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, 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(838,383 – 20172020 and 317,637594,5392016)2019) and unvested restricted stock issued (67,505(66,513 – 20172020 and 112,50469,5012016)2019), 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

 

 

September 30,

 

 

September 30,

 

 

March 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Net loss

 

$

(4,863

)

 

$

(3,611

)

 

$

(18,057

)

 

$

(12,030

)

 

$

(3,648

)

 

$

(4,496

)

Weighted average shares outstanding (basic and diluted)

 

 

16,069,453

 

 

 

15,997,146

 

 

 

16,048,257

 

 

 

15,912,628

 

 

 

16,369,390

 

 

 

16,253,104

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.30

)

 

$

(0.23

)

 

$

(1.13

)

 

$

(0.76

)

 

$

(0.22

)

 

$

(0.28

)

Diluted

 

$

(0.30

)

 

$

(0.23

)

 

$

(1.13

)

 

$

(0.76

)

 

$

(0.22

)

 

$

(0.28

)

 

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 either 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 provide for 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 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.

The Company’s revenue from products is transferred to customers 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 limited 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 9). 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 refocusstraight-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’s revenue from service arrangements includes 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 labor hours incurred and provisional rates provided under the contracts. As such, the nature of these contracts may give rise to variable consideration, primarily based upon completion of the Company’s operational strategy.annual Incurred Cost Submission filing as required by the Federal government. Historically, amounts associated with variable consideration have not been significant.

8


The Company’s revenue from service arrangements includes certain research and development services. Revenue under research and development service contracts is generally recognized over time using an output measure, specifically units or parts delivered, based upon certain customer acceptance and delivery requirements. Revenue recognized over time using an output measure is not significant.

As a result of these actions, during The following table summarizes the quarter ended March 31, 2017,Company’s revenue by product group for the periods indicated:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

2019

 

3D printing machines

 

$

6,317

 

 

$

3,329

 

3D printed and other products, materials and services

 

 

7,066

 

 

 

6,250

 

 

 

$

13,383

 

 

$

9,579

 

Revenue from 3D printing machines includes leasing revenue whereby the Company recorded chargesis the lessor of approximately $984, including approximately $110 associated with involuntary employee terminations, approximately $7 associated with other exit costs3D printing machines to its customers. Leasing revenue is accounted for under ASU 2016-02 (Note 10).

The timing of revenue 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 three months ended March 31, 2020, the Company recognized revenue of $3,902 related to contract liabilities at January 1, 2020. There were no other significant changes in contract liabilities during the three months ended March 31, 2020. Contract assets are not significant.

As of March 31, 2020, the Company has approximately $33,800 of remaining performance obligations (including contract liabilities), which is also referred to as backlog, of which approximately $29,800 is expected to be fulfilled during the next twelve months notwithstanding uncertainty related to the impact of the COVID-19 global pandemic (Note 1) including, but not limited to, international shipping and travel restrictions brought about by the global pandemic which could have an adverse effect on the timing of delivery 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 (Note 10) 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 and 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 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 March 31, 2020 and December 31, 2019, the allowance for doubtful accounts was $548and $508, respectively. During the quarterthree months ended June 30, 2017,March 31, 2020 and 2019, the Company recorded a chargenet provision (recoveries) 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 the accompanying condensed statement of operations$51 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)($73), property and equipment (approximately $2,475) and other contractualrespectively.

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), the Company 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, 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.

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,

 

 

March 31,

 

 

December 31,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Cash and cash equivalents

 

$

17,706

 

 

$

27,825

 

 

$

16,813

 

 

$

5,265

 

Restricted cash

 

 

1,098

 

 

 

330

 

 

 

508

 

 

 

978

 

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

 

$

17,321

 

 

$

6,243

 

10


Restricted cash at September 30, 2017 includes approximately $768 associated with cash collateral required by a German bank for a financial guarantee issued by ExOne GmbH in connection with a commercial transaction requiring security. Restricted cash at both September 30, 2017March 31, 2020 and December 31, 2016 includes approximately $3302019 included $508 associated with 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. 

Restricted cash at December 31, 2019 included $470 associated with cash collateral required by a German bank for short-term financial guarantees issued by ExOne GmbH in connection with certain commercial transactions requiring security. Refer to Note 11 for further discussion related to an amendment to this cash collateral requirement effective in February 2020.

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,

 

 

March 31,

 

 

December 31,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Raw materials and components

 

$

7,306

 

 

$

7,429

 

 

$

9,374

 

 

$

8,841

 

Work in process

 

 

6,253

 

 

 

5,166

 

 

 

5,284

 

 

 

4,922

 

Finished goods

 

 

3,084

 

 

 

3,243

 

 

 

6,995

 

 

 

6,007

 

 

$

16,643

 

 

$

15,838

 

 

$

21,653

 

 

$

19,770

 

 

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, 2017March 31, 2020 and December 31, 2016,2019, the allowance for slow-moving and obsolete inventories was approximately $3,364$3,370 and $1,517,$3,443, 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 at September 30, 2017, is approximately $1,631 related to certain raw materialfor the periods indicated:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

Balance at beginning of period

 

$

3,443

 

 

$

4,143

 

Provision for slow-moving and obsolete inventories  ̶  net

 

 

22

 

 

 

107

 

Reductions for physical disposal (sale or scrap) of previously reserved

   amounts

 

 

(36

)

 

 

 

Foreign currency translation adjustments

 

 

(59

)

 

 

(73

)

Balance at end of period

 

$

3,370

 

 

$

4,177

 

10


Note 8. Property and component inventoriesEquipment

Property and equipment consisted of the following as of the dates indicated:

 

 

March 31,

 

 

December 31,

 

 

Economic Life

 

 

2020

 

 

2019

 

 

(in years)

Land

 

$

3,378

 

 

$

6,980

 

 

N/A

Buildings and related improvements

 

 

9,989

 

 

 

25,675

 

 

5 - 40

Machinery and equipment

 

 

19,208

 

 

 

19,531

 

 

3 - 20

Other

 

 

6,049

 

 

 

7,086

 

 

3 - 20

 

 

 

38,624

 

 

 

59,272

 

 

 

Less: Accumulated depreciation

 

 

(18,306

)

 

 

(21,478

)

 

 

 

 

 

20,318

 

 

 

37,794

 

 

 

Construction-in-progress

 

 

402

 

 

 

1,101

 

 

 

Property and equipment  ̶  net

 

$

20,720

 

 

$

38,895

 

 

 

For the three months ended March 31, 2020 and 2019, depreciation expense was $923 and $1,165, respectively.

On February 18, 2020, the Company completed a sale-leaseback transaction associated with its European headquarters and operating facility in Gersthofen, Germany (Note 10). As a result of the Company’s Exerial 3D printing machine platform (see further discussion below).completion of this transaction, the Company derecognized $17,282 in net property and equipment during the three months ended March 31, 2020. Sale of the facility resulted in a gain of $1,462 during the three months ended March 31, 2020.

During the quarterthree months ended June 30, 2017,March 31, 2020, as a result of continued operating losses and cash flow deficiencies, the Company recordedidentified a chargetriggering event requiring a test for the recoverability of approximately $1,460long-lived assets held and used at the asset group level. Assessing the recoverability of long-lived assets held and used 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 and used, the Company determined the carrying amount of long-lived assets held and used to costbe in excess of salesthe estimated future undiscounted net cash flows of the related assets. The Company proceeded to determine the fair value of its long-lived assets held and used, 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 and used exceeded their carrying value, and as such, no impairment loss was recorded.

A significant decrease in the accompanying condensed statementmarket price of consolidated operationsa 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 comprehensive loss attributable to certain raw materialcontinued operating losses and component inventories (principally machine frames and other fabricated components)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 and used, which could result in a material adverse effect on the Company’s Exerial 3D printing machine platform based on decisions made by the Company during the period related to certain design changesfinancial position and improvements to the underlying platform (rendering certain elementsresults of operations of the previous design obsolete).Company.

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, 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. 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 these reserves would be charged to cost of sales in the period such a determination is made.

11


The following table summarizes changes in product warranty reserves, (suchwhich amounts were reflected in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet for the periods indicated:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

Balance at beginning of period

 

$

866

 

 

$

1,670

 

     Provisions for new issuances

 

 

276

 

 

 

146

 

     Payments

 

 

(344

)

 

 

(391

)

     Reserve adjustments

 

 

20

 

 

 

(159

)

     Foreign currency translation adjustments

 

 

(8

)

 

 

(15

)

Balance at end of period

 

$

810

 

 

$

1,251

 

Note 10. Leases

Lessee

The Company leases facilities, machinery and other equipment and vehicles under operating lease arrangements (with initial terms greater than twelve months), expiring in various years through 2026. In addition, the Company leases certain equipment and vehicles under finance lease arrangements, which are not significant.

For all operating lease arrangements (with the exception of short-term lease arrangements), the Company presents 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. 

The Company has elected, as a practical expedient, not to separate non-lease components from lease components, and instead account for each respective period)separate component as a single lease component for all lease arrangements, as lessee. In addition, the Company has elected, as a practical expedient, not to apply lease recognition requirements to short-term lease arrangements, generally those with a lease term of less than twelve months, for all classes of underlying assets. In determination of the lease term, the Company considers the likelihood of lease renewal options and lease termination provisions. As a result, lease payments under these short-term lease arrangements are recognized in the accompanying condensed statement of consolidated operations and comprehensive loss on a straight-line basis over the lease term.  

The Company uses its incremental borrowing rate in determining the present value of lease payments, as the implicit rate of the lease arrangements is generally not readily determinable.

Through July 2019, certain of the Company’s operating lease arrangements were with related parties under common control (Note 17). Lease cost under operating lease agreements with related parties, included within short-term lease cost below, was $12 for the three months ended March 31, 2019.

Future minimum lease payments of operating lease arrangements (with initial terms greater than twelve months) at March 31, 2020, were as follows:

2020

 

$

1,419

 

2021

 

 

1,861

 

2022

 

 

1,827

 

2023

 

 

23

 

2024

 

 

11

 

Thereafter

 

 

2

 

Total minimum lease payments

 

 

5,143

 

Less: Present value discount

 

 

(354

)

Total operating lease liabilities

 

$

4,789

 

For the three months ended March 31, 2020 and 2019, lease cost under operating lease arrangements was $504 and $113, including $31 and $65 relating to short-term lease arrangements, respectively.

12


Supplemental information related to operating lease arrangements was as follows as of and for the three months ended March 31, 2020:

Operating lease right-of-use assets

 

$

4,789

 

Current portion of operating lease liabilities

 

$

1,684

 

Operating lease liabilities  ̶  net of current portion

 

$

3,105

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

$

4,785

 

Cash paid for amounts included in the measurement of operating lease liabilities

 

$

473

 

Weighted average remaining lease term (in years)

 

 

2.8

 

Weighted average discount rate

 

 

5.1

%

On December 10, 2019, ExOne Property GmbH and ExOne GmbH, the German subsidiaries of the Company (the “German Subsidiaries”), entered into a purchase agreement (the “Purchase Agreement”) with Solidas Immobilien und Grundbesitz GmbH, a private, unaffiliated German real estate investor (the “Buyer”), for the sale of the Company’s European headquarters and operating facility in Gersthofen, Germany (the “Facility”) for a purchase price of approximately $18,500 (€17,000), of which approximately $2,200 (€2,000) was received prior to December 31, 2019. Concurrent with the execution of the Purchase Agreement, ExOne GmbH and the Buyer entered into a rental contract (the “Lease”) for the leaseback of the Facility for an initial aggregate annual rent totaling approximately $1,700 (€1,500), plus applicable taxes, which is fixed during the initial three-year term and is subject to adjustment on an annual basis (in accordance with the consumer price index for Germany) during the two five-year option extension periods. The sale-leaseback transaction closed on February 18, 2020. In connection with the completion of the sale-leaseback transaction, the Company recorded an operating lease right-of-use asset and corresponding operating lease liability of $4,605, which was representative of the present value of future minimum lease payments over the initial three-year term, as there were no penalties or other factors associated with the lease that result in reasonable assurance of its extension at inception.

Lessor

The Company leases machinery and equipment to customers (principally 3D printing machines and related equipment) under lease arrangements classified as either operating leases or sales-type leases. The Company’s operating lease arrangements have initial terms generally ranging from one to five years, certain of which may contain extension or termination clauses, or both. Such operating lease arrangements also generally include a purchase option to acquire the related machinery and equipment at the end of the lease term for either a fixed amount as determined at inception, or a subsequently negotiated fair market value. At March 31, 2020, the Company estimated that the total fair market value significantly exceeded the related net book value of the machinery and equipment held under the Company’s operating lease arrangements. The Company’s sales-type lease arrangements generally include transfer of ownership at the end of the lease term, and as such, the Company’s net investment in sale-type lease arrangements presented in the Company’s accompanying condensed consolidated balance sheet generally does not include an amount of unguaranteed residual value.

For certain of its arrangements, the Company separates and allocates (Note 5) certain non-lease components (principally maintenance services) from lease components. Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from lease income) basis. In determination of the lease term, the Company considers the likelihood of lease renewal options and lease termination provisions. Additionally, certain of the Company’s lease arrangements do not qualify as sale-type leases, as collectability is not reasonably assured.

The Company recognized the following components under operating and sales-type lease arrangements in the accompanying condensed statement of consolidated operations and comprehensive loss for the periods indicated:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

 

 

Operating

 

 

Sales-type

 

 

Operating

 

 

Sales-type

 

Revenue

 

$

208

 

 

$

 

 

$

320

 

 

$

 

Interest income(a)

 

$

 

 

$

18

 

 

$

 

 

$

28

 

(a)

Interest income relating to sales-type leases is recorded as a component of revenue in the accompanying condensed statement of consolidated operations and comprehensive loss for each of the periods presented.

1113


The Company’s net investment in sales-type leases consisted of the following as of the dates indicated:

 

 

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Future minimum lease payments receivable

 

$

1,624

 

 

$

1,595

 

Less: Allowance for doubtful accounts

 

 

(415

)

 

 

(424

)

Net future minimum lease payments receivable

 

 

1,209

 

 

 

1,171

 

Less: Unearned interest income

 

 

(208

)

 

 

(220

)

   Net investment in sales-type leases

 

$

1,001

 

 

$

951

 

Future minimum lease payments of non-cancellable operating and sales-type lease arrangements at March 31, 2020 were as follows:

 

 

Operating

 

 

Sales-type

 

2020

 

$

432

 

 

$

411

 

2021

 

 

48

 

 

 

427

 

2022

 

 

 

 

 

378

 

2023

 

 

 

 

 

408

 

2024

 

 

 

 

 

 

Thereafter

 

 

 

 

 

 

Total minimum lease payments

 

$

480

 

 

$

1,624

 

Less: Allowance for doubtful accounts

 

 

 

 

 

 

(415

)

Less: Present value discount

 

 

 

 

 

 

(208

)

Future minimum lease payments receivable

 

 

 

 

 

$

1,001

 

 

Note 10.11. 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 which provides for various short-term financings inbank.

On February 24, 2020, ExOne GmbH entered into an amendment and replacement of its credit facility with a German bank. The credit facility amendments included the formelimination of the overdraft credit and short-term loan features of the prior agreement and replaced them with an increased capacity amount of approximately $3,800 (€3,500) for the issuance of financial guarantees and letters of credit and collateral security for commercial transactions requiring security. The cash collateral requirement for approximately $1,500 (€1,300). In addition, ExOne GmbH may use the issuance of financial guarantees and letters of credit facility agreement for short-term, fixed-rate loans in minimum increments of approximately $100 (€100) with minimum terms of at least thirty days. The overdraft credit interest rate is fixed at 10.2% while the interest rate associated with commercial transactions requiring security (financial guarantees, letters of credit orwas eliminated for amounts up to approximately $1,100 (€1,000) as the amendment provided the German bank with a 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 with 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. At September 30, 2017 and December 31, 2016, there were no outstanding borrowingsinterest in the formaccounts receivable of overdraft credit or short-term loansExOne GmbH. Amounts in excess of approximately $1,100 (€1,000) continue to require cash collateral under the amended credit facility agreement. facility.

At September 30, 2017,March 31, 2020, total outstanding financial guarantees and letters of credit issued by ExOne GmbH under the amended credit facility agreement were approximately $865$863 (€732). Included in the total outstanding financial guarantees and letters of credit issued by ExOne GmbH are approximately $584 (€494)785), with expiration dates ranging from October 2020 2017 through July 2018 and approximately $281 (€238) which have no expiration date.February 2023. 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 the credit facility agreement, during the quarter ended March 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, 2017,2019, total outstanding financial guarantees and letters of credit issued by ExOne GmbH under these separate agreementsthe former credit facility were approximately $768$560 (€650) which expired in October 2017.499).

 

14


Note 11.12. 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 (6.8% at December 31, 2019 and 6.0% at March 31, 2020). 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 serve as collateral for borrowings under the amended revolving credit facility.

Borrowings under the credit facility are required to be made in minimum increments of $1,000. The Company may terminate or reduce the credit commitment at any time during the term of the amended Credit Agreement without penalty. The Company may also make prepayments against outstanding borrowings under the amended Credit Agreement at any time without penalty. At December 31, 2019 and March 31, 2020, the total estimated value of collateral was in significant excess of the maximum borrowing capacity under the credit facility.

The amended Credit Agreement contains several affirmative covenants including prompt payment of liabilities and taxes; maintenance of insurance, properties, and licenses; and compliance with laws. The amended Credit Agreement also contains several negative covenants including restricting the incurrence of certain additional debt; prohibiting future liens (other than permitted liens); prohibiting investment in third parties; limiting the ability to pay dividends; limiting mergers, acquisitions, and dispositions; and limiting the sale of certain property and equipment of the Loan Parties. The amended Credit Agreement does not contain any financial covenants. The amended Credit Agreement also contains events of default, including, but not limited to, cross-default to certain other debt, breaches of representations and warranties, change of control events and breaches of covenants.

The Company does not consider the Credit Agreement, as amended, indicative of a fair market value lending, as LBM was determined to be a related party based on common control by S. Kent Rockwell. S. Kent Rockwell is the indirect sole owner of LBM. Prior to execution, each of the Credit Agreement and the Amendment was reviewed and approved by the Audit Committee of the Board of Directors (the “Board”), in accordance with The ExOne Company Policy and Procedures with Respect to Related Person Transactions, and subsequently by a sub-committee of independent members of the Board. At the time of execution of the Credit Agreement, the available loan proceeds were deposited into an escrow account with an unrelated, third party financial institution acting as escrow agent pursuant to a separate Escrow Agreement by and among the parties. Loan proceeds held in escrow are available to the Company upon its submission to the escrow agent of a loan request. Such proceeds will not be available to LBM until payment in-full of the obligations under the amended Credit Agreement and termination of the amended Credit Agreement. Payments of principal and other obligations will be made to the escrow agent, while interest payments will be made directly to LBM. Provided there exists no potential default or event of default, the amended Credit Agreement and Escrow Agreement prohibit any acceleration of repayment of any amount outstanding under the amended Credit Agreement and prohibit termination of the amended Credit Agreement or withdrawal from escrow of any unused portion of the available loan proceeds.

There were no borrowings under the credit facility during the three months ended March 31, 2020 or 2019.

The Company incurred $265 in debt issuance costs associated with the inception of the credit facility (including the aforementioned up-front commitment fee paid at closing to LBM) and $41 in debt issuance costs associated with the Amendment.

During the three months ended March 31, 2020, the Company recorded interest expense relating to the credit facility of $45. Included in interest expense for the three months ended March 31, 2020 was $18 associated with amortization of debt issuance costs (resulting in $130 in remaining debt issuance costs at March 31, 2020, of which $33 was included in prepaid expenses and other current assets and $97 was included in other noncurrent assets in the accompanying consolidated balance sheet). Included in interest expense for the three months ended March 31, 2020 was $27 associated with the commitment fee on the unused portion of the revolving credit facility all of which was included in accounts payable in the accompanying consolidated balance sheet at March 31, 2020. In connection with the Company’s efforts to conserve cash as a result of the COVID-19 global pandemic, LBM agreed to defer cash payments of its commitment fee on the unused portion of the revolving credit facility to a future date (to be determined upon mutual agreement by the parties). There are no incremental interest or other fees to be incurred by the Company as a result of this deferral.

During the three months ended March 31, 2019, the Company recorded interest expense related to the credit facility of $50.

15


Note 13. Income Taxes

The provision (benefit) for income taxes for the quarters ended September 30, 2017 and 2016 was $14 and $25, respectively. The provision for income taxes for the ninethree months ended September 30, 2017March 31, 2020 and 20162019 was $23$226 and $43,($800), 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, 2017March 31, 2020 and 20162019 was 0.3%6.6% (provision on a loss) and 0.7% (provision15.1% (benefit on a loss), respectively. TheFor the three months ended March 31, 2020, the effective tax rate for the nine months ended September 30, 2017 and 2016 was 0.1% (provision on a loss) and 0.4% (provision on a loss), respectively. The effective tax rate differsdiffered from the United States federal statutory 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 three months ended March 31, 2019, the effective tax rate differed from the United States federal statutory rate of 21.0% primarily due to the reversal of previously recorded liabilities for uncertain tax positions (further described below) and net changes in valuation allowances for the period.

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.

A reconciliation of the beginning and ending amount of unrecognized tax benefits (including accrued interest and penalties) was as follows for the periods indicated:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

Balance at beginning of period

 

$

 

 

$

1,186

 

Additions based on tax positions related to the current year

 

 

 

 

 

 

Additions for tax positions of prior years

 

 

 

 

 

1

 

Reductions for tax positions of prior years

 

 

 

 

 

(1,075

)

Settlements

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

 

 

 

(10

)

Balance at end of period

 

$

 

 

$

102

 

The Company has a liability for uncertain tax positionsincludes interest and penalties 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.

In July 2017, local taxing authorities in Japan completed their examinationincome taxes as a component of the Company’s ExOne KK (2014-2016) subsidiary, resulting in an income tax obligation of approximately $5, which was reflected in the provision (benefit) for income taxes in the accompanying condensed statement of consolidated operations duringand comprehensive loss. There were no such interest or penalties included in the quarterprovision (benefit) for income taxes for the three months ended June 30, 2017. March 31, 2020 or 2019.

At September 30, 2017,December 31, 2018, 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 toauthorities in Germany. In January 2019, this examination was concluded by the local taxing authorities in Germany without significant adjustment to previously established tax positions. As a result, during the three months ended March 31, 2019, the Company recorded a reversal of certain of its previously recorded liabilities for uncertain tax positions of $1,075, of which may be material in a future period to the financial position, results from operations and cash flows of the Company.$257 was offset against net operating loss carryforwards.

Note 12.14. 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 March 31, 2020, 602,283 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 stock 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.

16


On February 6, 2019, the Compensation Committee of the Board adopted the 2019 Annual Incentive Program (the “2019 Program”) as a subplan under the Plan. The 2019 Program provided an opportunity for performance-based compensation to senior executive officers of the Company, among others. The target annual incentive for each 2019 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 2019 Program. During the three months ended March 31, 2019, the Company recorded $142 in equity-based compensation expense based on the estimated outcome of the defined financial goals for 2019 under the 2019 Program.

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 ended March 31, 2020, the Company recorded no equity-based compensation expense based on the estimated outcome of the defined financial goals for 2020 under the 2020 Program.

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

 

 

September 30,

 

 

September 30,

 

 

March 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Equity-based compensation expense recognized:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

$

768

 

 

$

347

 

 

$

1,244

 

 

$

490

 

 

$

145

 

 

$

166

 

Restricted stock

 

 

440

 

 

 

203

 

 

 

799

 

 

 

614

 

 

 

141

 

 

 

129

 

Other(a)

 

 

6

 

 

 

144

 

Total equity-based compensation expense before income taxes

 

 

1,208

 

 

 

550

 

 

 

2,043

 

 

 

1,104

 

 

 

292

 

 

 

439

 

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

 

 

$

292

 

 

$

439

 

(a)

For 2020, Other represents expense associated with certain employee contractual amounts to be settled in equity. For 2019, Other represents expense associated with the 2019 Program and certain employee contractual amounts to be settled in equity.

*(b)

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

At September 30, 2017,March 31, 2020, total future compensation expense related to unvested awards yet to be recognized by the Company was approximately $1,145$710 for stock options and $449$269 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 1.3 years.

During the nine months ended September 30, 2017, theThe fair value of stock options granted during the three months ended March 31, 2019, was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

 

February 10,

2017

 

August 14,

2017

Weighted average fair value per stock option

 

$5.46 - $5.75

 

$3.40 - $4.38

 

$

3.48

 

Volatility

 

62.89% - 63.75%

 

61.68% - 67.92%

 

 

54.0

%

Average risk-free interest rate

 

1.89% - 1.94%

 

1.40% - 1.82%

 

 

2.5

%

Dividend yield

 

0.00%

 

0.00%

 

 

0.0

%

Expected term (years)

 

5.0 - 5.5

 

2.5 - 5.5

 

2.5

 

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, volatility is estimated based on the historical volatility of the Company when 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. 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.

17


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

 

 

Nine Months Ended

 

 

Three Months Ended March 31,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

 

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

 

 

 

854,259

 

 

$

9.34

 

 

$

4.49

 

 

 

621,986

 

 

$

10.66

 

 

$

5.52

 

Stock options granted

 

 

389,000

 

 

$

8.16

 

 

$

3.89

 

 

 

139,000

 

 

$

13.72

 

 

$

8.00

 

 

 

 

 

$

 

 

$

 

 

 

3,300

 

 

$

9.89

 

 

$

3.48

 

Stock options exercised

 

 

 

 

$

 

 

$

 

 

 

 

 

$

 

 

$

 

 

 

 

 

$

 

 

$

 

 

 

(23,247

)

 

$

7.11

 

 

$

2.92

 

Stock options forfeited

 

 

(500

)

 

$

15.74

 

 

$

9.60

 

 

 

(6,001

)

 

$

15.74

 

 

$

9.60

 

 

 

(6,876

)

 

$

7.01

 

 

$

2.84

 

 

 

 

 

$

 

 

$

 

Stock options expired

 

 

(6,666

)

 

$

17.43

 

 

$

10.67

 

 

 

(26,332

)

 

$

17.74

 

 

$

10.87

 

 

 

(9,000

)

 

$

10.89

 

 

$

5.82

 

 

 

(7,500

)

 

$

17.25

 

 

$

10.55

 

Outstanding at end of period

 

 

696,137

 

 

$

11.51

 

 

$

6.35

 

 

 

317,637

 

 

$

15.77

 

 

$

9.48

 

 

 

838,383

 

 

$

9.35

 

 

$

4.49

 

 

 

594,539

 

 

$

10.71

 

 

$

5.55

 

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

 

 

499,139

 

 

$

10.74

 

 

$

5.52

 

 

 

400,566

 

 

$

11.84

 

 

$

6.40

 

Expected to vest at end of period

 

 

339,244

 

 

$

7.30

 

 

$

2.96

 

 

 

193,973

 

 

$

8.37

 

 

$

3.79

 

At September 30, 2017,March 31, 2020, intrinsic value associated with stock options exercisable was approximately $586.less than $1. At September 30, 2017,March 31, 2020, there was no intrinsic value associated with stock options expected to vest was approximately $659.vest. The weighted average remaining contractual term of stock options exercisable and expected to vest at September 30, 2017,March 31, 2020, was approximately 6.73.6 years and 7.24.5 years, respectively. During the three months ended March 31, 2019, stock options with an aggregate intrinsic value of $221 were exercised by employees resulting in proceeds to the Company from the exercise of stock options of $165. The Company received no income tax benefit related to these exercises. There were no stock option exercises during the ninethree months ended September 30, 2017 or 2016.March 31, 2020.

14


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

 

 

Nine Months Ended

 

 

Three Months Ended March 31,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

 

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

 

 

 

66,513

 

 

$

8.76

 

 

 

67,001

 

 

$

8.30

 

Restricted stock granted

 

 

60,000

 

 

$

9.01

 

 

 

74,500

 

 

$

11.78

 

 

 

37,500

 

 

$

7.12

 

 

 

30,000

 

 

$

9.89

 

Restricted stock vested

 

 

(74,999

)

 

$

12.40

 

 

 

(35,998

)

 

$

19.25

 

 

 

(35,500

)

 

$

9.63

 

 

 

(27,500

)

 

$

8.08

 

Restricted stock forfeited

 

 

(11,667

)

 

$

14.28

 

 

 

(3,668

)

 

$

19.46

 

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at end of period

 

 

67,505

 

 

$

11.69

 

 

 

112,504

 

 

$

14.52

 

 

 

68,513

 

 

$

7.41

 

 

 

69,501

 

 

$

9.07

 

Restricted stock expected to vest at end of period

 

 

67,505

 

 

$

11.69

 

 

 

112,504

 

 

$

14.52

 

 

 

68,513

 

 

$

7.41

 

 

 

69,501

 

 

$

9.07

 

Restricted stock that vested during the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, had a fair value of approximately $670$248 and $351,$274, respectively.

During the three months ended March 31, 2019, the Company made cash payments for taxes of $68 relating to the net settlement of certain equity-based awards. There were no cash payments for taxes or net settlement of equity-based awards during the three months ended March 31, 2020.

 

Note 13.15. Fair Value Measurements

Fair value is defined as the price that would be received 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 assets 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 significant to the fair value measurement:

Level 1

 

Observable inputs such as quoted prices in active markets for identical investments that the Company has the ability to access.

 

 

 

18


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 the fair value of material financial instruments, including those recorded as assets or liabilities in its consolidated financial statements, in accordance with GAAP.

15


During the quarter ended At March 31, 2017,2020 and December 31, 2019, 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 on 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 2had no financial instruments (assets or liabilities) measured at fair value measurements.  on a recurring basis.

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

 

 

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

Carrying

Value

 

 

Fair

Value

 

 

Carrying

Value

 

 

Fair

Value

 

Cash and cash equivalents

 

$

16,813

 

 

$

16,813

 

 

$

5,265

 

 

$

5,265

 

Restricted cash

 

$

508

 

 

$

508

 

 

$

978

 

 

$

978

 

Debt issuance costs(a)

 

$

130

 

 

$

 

 

$

107

 

 

$

 

Current portion of long-term debt(b)

 

$

155

 

 

$

159

 

 

$

153

 

 

$

157

 

Long-term debt  ̶  net of current portion(b)

 

$

1,171

 

 

$

1,186

 

 

$

1,211

 

 

$

1,227

 

 * Carrying values at September 30, 2017

(a)

Represents debt issuance costs associated with the Company’s related party revolving credit facility (Note 12) of which $33 and December 31, 2016 are net of unamortized debt issuance costs of approximately $32 and $36, respectively.$88 was included in prepaid expenses and other current assets and $97 and $19 was included in other noncurrent assets in the accompanying condensed consolidated balance sheet at March 31, 2020 and December 31, 2019, respectively.

(b)

Carrying values at March 31, 2020 and December 31, 2019 are net of unamortized debt issuance costs of $19 and $20, respectively.

The carrying amounts of cash and cash equivalents, restricted cash and 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 havehas 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 arewere classified inas Level 1; currentCurrent portion of long-term debt current portion of capital leases,and long-term debt – net of current portion and capital leases – net of current portion arewere classified inas Level 2.

Note 14.16. Concentration of Credit Risk

During the quarters and ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, 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, 2017March 31, 2020 and 2016,2019, the Company’s five most significant customers represented approximately 46.0%33.1% and 36.0% of total revenue, respectively. For the nine months ended September 30, 2017 and 2016, the Company’s five most significant customers represented approximately 22.2% and 21.4%30.9% of total revenue, respectively. At September 30, 2017March 31, 2020 and December 31, 2016,2019, accounts receivable from the Company’s five most significant customers were approximately $2,293$1,775 and $1,867,$3,230, respectively.

Note 15.17. Related Party Transactions

Revenues

SalesPurchases of products and/or services tofrom related parties forduring the quartersthree months ended September 30, 2017 and 2016March 31, 2019 were approximately $8 and $1, respectively. Sales$15.  Purchases 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.  

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 ninethree months ended September 30, 2017March 31, 2019 included leased office space and 2016 included website design services and leased office space from related parties under common control by S. Kent Rockwell, (currently Chairman of the Board of the Company and previously the Executive Chairman and Chief Executive Officer of the Company (formerly the Chairman and CEO of the Company through August 19, 2016)Company). 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.Board. There were no such benefits receivedpurchases of products and/or services from related parties during the quarter or ninethree months ended September 30, 2017.

AmountsMarch 31, 2020. There were no amounts due to related parties at September 30, 2017 andeither March 31, 2020 or 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.

Other2019.  

Refer to Note 212 for further discussion relating to two separate equity offerings during the quarter ended March 31, 2016, certain elementsCompany’s revolving credit facility with a related party.

19


Note 18. Other (Income) Expense – Net

Other (income) expense – net consisted of which qualified as related party transactions. the following for the periods indicated:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

Interest income

 

$

(12

)

 

$

(6

)

Foreign currency (gains) losses – net

 

 

(165

)

 

 

22

 

Other – net

 

 

(13

)

 

 

(4

)

 

 

$

(190

)

 

$

12

 

 

Note 16.19. Subsequent Events

Paycheck Protection Program

On April 18, 2020, the Company entered into an unsecured promissory note (the “Note”) in favor of The Huntington National 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 bears interest at a rate of 1.00% per annum and matures on April 18, 2022 (the “Maturity Date”). Principal and interest payments on the Loan are deferred until November 18, 2020, at which time equal installments of principal and interest will be due and payable monthly through the Maturity Date. The Note may be prepaid by the Company at any time prior to maturity without penalty. If the Company defaults on the Note, the Lender may, at its option, accelerate the maturity of the Company’s obligations under the Note.

Pursuant to the terms of the PPP, the Loan, or a portion thereof, may 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. The Company intends to use all or a significant majority of the Loan proceeds for qualifying expenses. The terms of the Loan, including eligibility and forgiveness, may be subject to further requirements in regulations and guidance adopted by the SBA.

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.statements, except as described above.

1720


Item 2.

Item 2.     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, 2016.2019.

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 items described under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016,2019 and in Part II, Item 1A of this Quarterly Report on Form 10-Q, 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 recent outbreak of the novel strain of coronavirus COVID-19 and the related economic repercussions and operational challenges; our ability to consistently generate operating profits; fluctuations in our revenues and operating results; our competitive environment and our competitive position; our ability to enhance our current 3Dthree-dimensional (“3D”) printing machinesand technology and develop and introduce new 3D printing machines; our ability to qualify more industrial materials in which we 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 loss of key management; the impact of market conditions and other factors on the carryingcarrying value of long-lived assets;our competitive environment and our competitive position; our ability to continue as a going concern; individual customer contractual requirements; the impact of customer specific terms in machine sale agreements on the periodperiod in which we recognize revenue; the impact of loss of key management; risks related to global operations including effects of the COVID-19 global pandemic; foreign currencycurrency; the adequacy of sources of liquidity; the amount 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, 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 adequacydependency on certain critical suppliers; nature or impact of sources of liquidity;alliances and strategic investments; 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, war, terrorism and cancellation or unavailability of insurance coverage; the impact of disruption of our manufacturing facilities production service centers (“PSCs”) or ExOne adoption centersAdoption Centers (“EACs”); the adequacy of our protection of our intellectual property; expectations regarding demand for our industrial products, operating revenues, operating and maintenance expenses, insuranceinsurance expenses and deductibles, interest expenses, debt levels, and other matters with regard to outlook;outlook; andmaterial weaknesses in other factors beyond our internal control, over financial reporting.including the impact of the COVID-19 global pandemic.

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

Outlook

Our 2017 priorities includeIn March 2020, the following:

ContinueWorld Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. The impact of the COVID-19 global pandemic and related economic, business and market disruptions are evolving rapidly, and their effects are uncertain. Other than a temporary closure of our North Huntingdon, Pennsylvania facility effective for the period from March 23 through March 30, 2020, our operations were not materially affected by the COVID-19 outbreak as of and for the three months ended March 31, 2020. Beginning in March 2020, restrictions imposed by various governmental authorities on international shipping and travel have caused a disruption to accelerate the adoption ratetiming of binder jet technologies. We plan to growshipment of our market leading position with respect to 3D printing solutions for customersmachines and continue advancing our innovations in directability to complete installations of 3D printing machines. The duration and indirect printing, principally through an expansionseverity of the outbreak and its long-term impact on our fine powder direct printing capabilitiesbusiness are uncertain at this time. We are unable to predict the impact that COVID-19 will have on our future financial position, results of operations and development activitiescash flows.

In response to adverse market conditions associated with larger format directthe COVID-19 global pandemic, beginning in March 2020 and indirectthrough April 2020, we initiated various cost savings actions including a mix of employee terminations, furloughs and pay rate reductions, as well as

21


reductions in consulting and other expenses, all in an effort to conserve cash and maintain adequate liquidity. We have targeted a net cost reduction for the remainder of 2020 of approximately $5,000 as a result of these actions. Given the high level of uncertainty associated with the timing and extent of the COVID-19 global pandemic, we expect to continue to assess whether additional cost actions are necessary to further adjust our operating model.

We are the global leader in industrial 3D printing machines.printers utilizing binder jetting technology for non-polymer-based materials. Our continued focus is to achieve profitable growth via three strategic initiatives:

-

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.

Strengthening our commercial team and reprioritizing our focus. We have added new talentOur results for the three months ended March 31, 2020, while favorable as compared to our commercial leadership team and have added new tools and processesthe three months ended March 31, 2019, continue to improvebe impacted by a prolonged downturn in global manufacturing trends which has influenced the efficiency and effectivenesscapital expenditure investments of our selling efforts. Ascustomers. Despite these headwinds, we ended the first quarter with a record backlog balance of approximately $33,800. We expect the combination of our backlog at March 31, 2020 and an acceleration in market adoption of our newly introduced printer platforms (our X1 25ProTM for metal applications and S-Max ProTM for sand applications, both introduced to market during the three months ended December 31, 2019) to provide the basis for our operating stability in 2020 despite continuing negative macroeconomic trends for global installed basemanufacturing, including the impact of 3D printing machines continuesthe COVID-19 global pandemic.

Sale-Leaseback of European Headquarters and Operating Facility in Gersthofen, Germany

On December 10, 2019, ExOne Property GmbH and ExOne GmbH (our “German Subsidiaries”), entered into a purchase agreement (the “Purchase Agreement”) with Solidas Immobilien und Grundbesitz GmbH, a private, unaffiliated German real estate investor (the “Buyer”), for the sale of our European headquarters and operating facility in Gersthofen, Germany (the “Facility”) for a cash price of approximately $18,500 (€17,000), of which approximately $2,200 was received prior to grow, we continue to invest in our customer-centric approach to managing our operations (including talent additionDecember 31, 2019. Concurrently with the execution of the Purchase Agreement, ExOne GmbH and the processBuyer entered into a rental contract (the “Lease”) for the leaseback of converting certain of our PSCs into EACs). Our goalthe Facility for an initial aggregate annual rent totaling approximately $1,700 (€1,500), plus applicable taxes, which is fixed during the initial three-year term and is subject to collaborateadjustment on an annual basis (in accordance with our customers and remain the market leader and supplier of choiceconsumer price index for binder jet technologies and products for industrial applications.

Recent Developments

On January 26, 2017, we committed to a plan to consolidate certain of our 3D printing operations from our North Las Vegas, Nevada facility into our Troy, Michigan and Houston, Texas facilities and exit our non-core specialty machining operations in our Chesterfield, Michigan facility. These actions were taken as a result of the accelerating adoption rate of our sand printing technology in North America which has resulted in a refocus of our operational strategy.Germany) during the two five-year option extension periods. The sale-leaseback transaction closed on February 18, 2020.

As a result of these actions, during the quarter ended March 31, 2017,completion of the sale-leaseback transaction further described above, we recorded charges of approximately $984, including approximately $110 associated with involuntary employee terminations, approximately $7 associated with other exit costs and approximately $867 associated with asset impairments. Charges associated with involuntary employee terminations and other exit costs were recorded to cost of sales in the accompanying condensed statement of operations and comprehensive loss. Charges associated with asset impairments were split between cost of sales ($598), as a component of depreciation expense, and selling, general and administrative expenses ($269), as a component of amortization expense, in the accompanying condensed statement of operations and comprehensive loss. 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. Weor expect to invest these cost savings into technological or process advancements that support either long-term cost benefits or revenue growth.

19


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 forrecord the nine 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 savings associated with the exit of this facility are expected to benefit cost of sales by approximately $400 and 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 exit 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 European 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 significantfollowing 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 lossescondition 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.flows:

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.

-

As indicated, we expect to incur annual rent expense (which commenced during the three months ending March 31, 2020) of approximately $1,700 (with an expected allocation of approximately $1,300, $200 and $200 to cost of sales, research and development and selling, general and administrative expenses, respectively, based on the relative utilization of the Facility). This is in place of annual depreciation associated with the Facility of approximately $600 (allocated approximately $400, $100 and $100 to cost of sales, research and development and selling, general and administrative expenses, respectively, based on the relative utilization of the Facility).

-

During the three months ended March 31, 2020, we recorded a gain from sale-leaseback of property and equipment of $1,462.

-

During the three months ended March 31, 2020, we recorded an operating right-of-use asset and corresponding operating lease liability of $4,605, which was representative of the present value of future minimum lease payments over the initial three-year term as there were no penalties or other factors associated with the lease that result in reasonable assurance of its extension at inception.

Backlog

At September 30, 2017,March 31, 2020, our backlog was approximately $20,900$33,800 of which approximately $17,900$29,800 is expected to be fulfilled during the next twelve months.months notwithstanding uncertainty related to the impact of the COVID-19 global pandemic (further discussed above) including, but not limited to, international shipping and travel restrictions brought about by the global pandemic which could have an adverse effect on the timing of delivery of products and/or services to customers. At December 31, 2016,2019, our backlog was approximately $19,700.$31,100.

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

22


printing machines as a credible alternative to traditional methods of production grows, we expect to limit the seasonality we experience.

We believe that the COVID-19 global pandemic 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,March 31, 2020 was $4,863,$3,648, or $0.30$0.22 per basic and diluted share, compared with a net loss of $3,611$4,496, or $0.23$0.28 per basic and diluted share, for the quarter ended September 30, 2016. Net loss for the ninethree months ended September 30, 2017, was $18,057, or $1.13 per basic and diluted share, compared with a net loss of $12,030 or $0.76 per basic and diluted share, for the nine months ended September 30, 2016.March 31, 2019. The increasedecrease in our net loss for both periods was principally due to a net decreasean increase in our revenues and gross profit (as a percentage of sales) along with increasesdriven by an increase in customer demand for our products, offset by an increase in our operating expenses based on investments made in our research and development activities (primarily headcount) and selling, general and administrative expenses (all changes further described below)(primarily headcount increases associated with our global marketing and sales infrastructure). During the three months ended March 31, 2020 we recognized a gain from sale-leaseback of property and equipment of $1,462 associated with the sale of our European headquarters and operating facility in Gersthofen, Germany. During the three months ended March 31, 2019, we recorded an income tax benefit of $818 associated with the reversal of previously recorded liabilities for uncertain tax positions following the completion of a tax examination of our German operations.

Revenue

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

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

September 30,

 

 

September 30,

 

 

March 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

3D printing machines

 

$

8,552

 

 

 

53.8

%

 

$

6,489

 

 

 

50.0

%

 

$

17,081

 

 

 

45.5

%

 

$

13,461

 

 

 

40.6

%

 

$

6,317

 

 

 

47.2

%

 

$

3,329

 

 

 

34.8

%

3D printed and other products,

materials and services

 

 

7,335

 

 

 

46.2

%

 

 

6,499

 

 

 

50.0

%

 

 

20,474

 

 

 

54.5

%

 

 

19,696

 

 

 

59.4

%

 

 

7,066

 

 

 

52.8

%

 

 

6,250

 

 

 

65.2

%

 

$

15,887

 

 

 

100.0

%

 

$

12,988

 

 

 

100.0

%

 

$

37,555

 

 

 

100.0

%

 

$

33,157

 

 

 

100.0

%

 

$

13,383

 

 

 

100.0

%

 

$

9,579

 

 

 

100.0

%

20


Revenue for the quarterthree months ended September 30, 2017,March 31, 2020 was $15,887$13,383, compared with revenue of $12,988$9,579 for the quarterthree months ended September 30, 2016,March 31, 2019, an increase of $2,899,$3,804, or 22.3%39.7%. 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 revenues from 3D printing machines of $2,988, or 89.8%, resulted from a slightly higher volume ofvolumes (14 units sold (12 3D printing machines sold during the quarterthree months ended September 30, 2017, as compared to 11 3D printing machinesMarch 31, 2020 versus 8 units sold during the quarterthree months ended September 30, 2016)March 31, 2019) and a favorable 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 revenues from 3D printed and other products, materials and services principallyof $816, or 13.1%, resulted from an increase of $593 in revenues from our direct PSC printing operations as a result of increased customer acceptance of our binder jet technologiesconsumable materials and an increase in serviceaftermarket 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 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 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, an increase of $4,398, or 13.3%. The increase 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, materials and services). The increase in 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 fromWe also experienced 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 increased global installed base of 3D printing machines. These increases in revenues from 3D printed and other products, materials and services were offset by a decrease in product sales$417 associated with our former specialty machining operation located in our Chesterfield, Michigan facility (approximately $729) following the sale of certain assets associated with this operation in April 2017research and the absence of the sale of remaining inventories associated with our former laser micromachining product line (approximately $475)development arrangements primarily due to an automotive project which commenced 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 yearthree months ended December 31, 2016,2019. Offsetting these increases were reductions in revenues of $144 from our global EACs (metal and sand) based on lower customer demand for a description of 3D printing machines by type):printed products.

 

 

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,March 31, 2020 was $11,790$9,754, compared with cost of sales of $9,428$6,937 for the quarterthree months ended September 30, 2016,March 31, 2019, an increase of $2,362,$2,817, or 25.1%40.6%. Gross profit for the three months ended March 31, 2020 was $3,629, compared with gross profit of $2,642 for the three months ended March 31, 2019, an increase of $987. Gross profit percentage was 27.1% for the three months ended March 31, 2020, compared with 27.6% for the three months ended March 31, 2019.

The increase in gross profit was primarily due to our higher revenue volumes during the three months ended March 31, 2020, offset by lower realized pricing on sales between the periods which unfavorably impacted our gross profit as a percentage of sales. We experienced higher overhead costs during the three months ended March 31, 2020, based on an increased global headcount and facility rent expense (versus depreciation) following completion of the sale-leaseback of our European headquarters and operating facility in Gersthofen, Germany during the three months ended March 31, 2020, as well as comparably unfavorable product warranty experience of $157. Offsetting these unfavorable impacts was a reduction in net charges for slow-moving and obsolete inventories of $86 between the periods.

Research and Development

Research and development expenses for the three months ended March 31, 2020 were $2,476, compared with research and development expenses of $2,432 for the three months ended March 31, 2019, an increase of $44, or 1.8%. The increase in cost of salesresearch

23


and development expenses was primarily due to an increase in our variable costemployee-related costs (salaries and benefits) of sales associated with our increase in revenues.

Gross profit for the quarter ended September 30, 2017, was $4,097 compared with gross profit of $3,560 for the quarter ended September 30, 2016. Gross profit percentage was 25.8% for the quarter ended September 30, 2017, compared with 27.4% for the quarter ended September 30, 2016. The change 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 a contribution margin basis. Excluding these unit sales, we benefitted from overall higher realized pricing on 3D printing machine sales and better leverage of our fixed cost base due to higher sales of 3D printed and other products, materials and services.

21


Cost of sales for the nine months ended September 30, 2017, was $29,829 compared with cost of sales of $24,215 for the nine months ended September 30, 2016, an increase of $5,614, or 23.2%. The increase in cost of sales was primarily$167 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 wereincreased headcount, 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, was $7,726 compared with gross profit of $8,942 for the nine months ended September 30, 2016. Gross profit percentage was 20.6% for the nine months ended September 30, 2017, compared with 27.0% for the nine months ended September 30, 2016. Thea decrease 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 quarter 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) due to higher sales of 3D printed and other products, materials and services.

Research and Development

Research and development expenses for the quarter ended September 30, 2017, were $2,871 compared with research and development expenses of $1,898 for the quarter ended September 30, 2016, an increase of $973, or 51.3%. The increase in research and development expenses was primarily due to increases in employee-related costs (salaries, benefits and equity-based compensation) of approximately $295 and consulting and professional fees of $82 associated with certainlower machine development and other organizational development activities of approximately $521.

Research and development expenses for the nine months ended September 30, 2017, were $7,219 compared with research and development expenses of $5,737 for the nine months ended September 30, 2016, an increase of $1,482, or 25.8%. The increase in research and development expenses was primarily due to increases 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).costs.

Selling, General and Administrative

Selling, general and administrative expenses for the quarterthree months ended September 30, 2017,March 31, 2020 were $6,062$6,163, compared with selling, general and administrative expenses of $5,234$5,423 for the quarterthree months ended September 30, 2016,March 31, 2019, an increase of $828,$740, or 15.8%13.6%. The increase in selling, general and administrative expenses was principally due to increasesan increase in employee-related costs (principally salaries, benefits(salaries and equity-based compensation)benefits) of approximately $933 associated with our investment$655 due to investments made during 2019 and early 2020 in our commercial leadership teamglobal marketing and executive severance costs,sales infrastructure and consulting and professional feesan increase of approximately $324 (principally executive consulting, legal and other administrative arrangements). These increases were offset by decreases$144 in trade show expenses of approximately $148 andsales commissions based on higher revenues. In addition, during the three months ended March 31, 2020, we incurred a decrease in ournet provision for bad debts from customers (net recoveries of approximately $183 during the quarter ended September 30, 2017,$51 as compared to a net provision of approximately $15 during the quarter ended September 30, 2016).

Selling, general and administrative expenses for the nine months ended September 30, 2017, were $18,338 compared with selling, general and administrative expenses of $15,222 for the nine months ended September 30, 2016, an increase of $3,116, or 20.5%. The increase in selling, general and administrative expenses was principally due to increases 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 of approximately $819 (principally executive consulting, legal and other administrative arrangements), lower net recoveries for bad debts from customers (net recoveries of approximately $51$73 during the ninethree 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, 2017,2019. Offsetting these increases was a decrease in connection withexpense incurred under our planannual incentive plans of $137 based on the expectation of under performance against targets established for 2020 in advance of the impact to exit our non-core specialty machining operations at our Chesterfield, Michigan facility, and an increase in selling costsmarket conditions of approximately $175 (promotional expenses, trade show activities and sales commissions on 3D printing machine sales).  the COVID-19 global pandemic.

Interest Expense

Interest expense for the quarterthree months ended September 30, 2017,March 31, 2020 was $24$64, compared with interest expense of $22$71 for the quarter ended September 30, 2016, an increase of $2, or 9.1%. Amounts for both periods consisted principally of periodic interest expense associated with long-term debt and capital lease obligations.

Interest expense for the ninethree months ended September 30, 2017, was $69 compared with interest expense of $276 for the nine months ended September 30, 2016,March 31, 2019, a decrease of $207,$7, or 75.0%9.9%. The decrease in interest expense was principally due to the effect of the termination of thelower debt issuance cost amortization associated with our related party revolving credit facility with a related party duringfollowing amendment and extension of the quarter ended March 31, 2016, which resultedagreement in an acceleration of amortization of debt issuance costs of approximately $204.February 2020.

Other (Income) Expense – Net

Other (income) expense – net for the quarterthree months ended September 30, 2017,March 31, 2020 was ($11)190), compared with other (income) expense – net of ($8)$12 for the quarter ended September 30, 2016. Amounts for both periods consisted principally of interest income on cash and cash equivalents balances offset by net foreign exchange losses on commercial transactions and certain intercompany transactions between subsidiaries either settled or planned for settlement in the foreseeable future.

Other (income) expense – net for the ninethree months ended September 30, 2017, was $134 compared with other (income) expense – net of ($306) for the nine months ended September 30, 2016.March 31, 2019. The change of $440$202 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, 2017March 31, 2020 and 2016,2019 was $14$226 and $25,($800), respectively. We have completed a discrete period computation of our provision 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.  

The effective tax rate for the quartersthree months ended September 30, 2017March 31, 2020 and 2016,2019 was 0.3%6.6% (provision on a loss) and 0.7% (provision15.1% (benefit on a loss), respectively. The provision for income taxes forFor the ninethree months ended September 30, 2017 and 2016, was $23 and $43, respectively. The effective tax rate for the nine months ended September 30, 2017 and 2016, was 0.1% (provision on a loss) and 0.4% (provision on a loss), respectively. For each of the quarters and nine months ended September 30, 2017 and 2016,March 31, 2020, the effective tax rate differsdiffered from the U.S.United States federal statutory rate of 34.0%21.0% primarily due to net changes in valuation allowances for the period. For the three months ended March 31, 2019, the effective tax rate differed from the United States federal statutory rate of 21.0% primarily due to the reversal of previously recorded liabilities for uncertain tax positions (further described below) and net changes in valuation allowances for the period.

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.

At December 31, 2018, our ExOne GmbH (2010-2013) and ExOne Property GmbH (2013) subsidiaries were under examination by local taxing authorities in Germany. In January 2019, this examination was concluded by the local taxing authorities in Germany without significant adjustment to previously established tax positions. As a result, during the three months ended March 31, 2019, we recorded a reversal of certain of our previously recorded liabilities for uncertain tax positions of $1,075, of which $257 was offset against net operating loss carryforwards.

Impairment

During the three months ended March 31, 2020, 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 and used at the asset group level. Assessing the recoverability of long-lived assets held and used 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 and used, we determined the carrying amount of long-lived assets held and used 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 and used, principally through use of the market approach. Our use of the market approach included

24


consideration of market transactions for comparable assets. Management concluded that the fair value of long-lived assets held and used 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 and used, which could result in a material adverse effect on our financial position and results of operations.

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 and $18,057$3,648 for the quarter and ninethree months ended September 30, 2017, respectively. March 31, 2020. At March 31, 2020, we had $16,813 in unrestricted cash and cash equivalents.

In addition to our unrestricted cash and cash equivalents, we also have access to additional capital through our $10,000 related party revolving credit facility (further discussed below). Also, on April 18, 2020, we received additional unrestricted cash proceeds of $2,194 in connection with the completion ofa Paycheck Protection Program loan (further discussed below).

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 secondary offerings) of approximately $168,361 to fund our operations. At September 30, 2017,We maintain additional access to capital through our active shelf registration statement which allows for the sale of various equity or debt instruments up to an aggregate amount of $125,000. Future sales of securities through our active shelf registration are dependent on market conditions which may restrict the timing and extent of any future offering of securities by us.

We have previously exhibited our ability to modify our operating structure and support our liquidity position through various restructuring and other actions, including our 2018 global cost realignment program. As further discussed above, in response to adverse market conditions associated with the COVID-19 global pandemic, beginning in March 2020 and through April 2020, we had approximately $17,706commenced various cost savings actions including a mix of employee terminations, furloughs and pay rate reductions, as well as reductions in unrestrictedconsulting and other expenses, all in an effort to conserve cash and cash equivalents.maintain adequate liquidity.  

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 preserve

23


capital. Further, we capital (in addition to those further described above). We may also seek to raise additional capital to support our growth through additional debt, equity or other alternatives (including asset sales) or a combination thereof.

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 (6.8% at December 31, 2019 and 6.0% at March 31, 2020). 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 serve as collateral for borrowings under the amended revolving credit facility.

Borrowings under the credit facility are required to be made in minimum increments of $1,000. We may terminate or reduce the credit commitment at any time during the term of the amended Credit Agreement without penalty. We may also make prepayments against outstanding borrowings under the amended Credit Agreement at any time without penalty. At December 31, 2019 and March 31, 2020, the total estimated value of collateral was in significant excess of the maximum borrowing capacity under the credit facility.

25


The amended Credit Agreement contains several affirmative covenants including prompt payment of liabilities and taxes; maintenance of insurance, properties, and licenses; and compliance with laws. The amended Credit Agreement also contains several negative covenants including restricting the incurrence of certain additional debt; prohibiting future liens (other than permitted liens); prohibiting investment in third parties; limiting the ability to pay dividends; limiting mergers, acquisitions, and dispositions; and limiting the sale of certain property and equipment of the Loan Parties. The amended Credit Agreement does not contain any financial covenants. The amended Credit Agreement also contains events of default, including, but not limited to, cross-default to certain other debt, breaches of representations and warranties, change of control events and breaches of covenants.

We do not consider the Credit Agreement, as amended, indicative of a fair market value lending, as LBM was determined to be a related party based on common control by S. Kent Rockwell. S. Kent Rockwell is the indirect sole owner of LBM. Prior to execution, each of the Credit Agreement and the Amendment was reviewed and approved by the Audit Committee of the Board, in accordance with The ExOne Company Policy and Procedures with Respect to Related Person Transactions, and subsequently by a sub-committee of independent members of the Board. At the time of execution of the Credit Agreement, the available loan proceeds were deposited into an escrow account with an unrelated, third party financial institution acting as escrow agent pursuant to a separate Escrow Agreement by and among the parties. Loan proceeds held in escrow are available to us upon our submission to the escrow agent of a loan request. Such proceeds will not be available to LBM until payment in-full of the obligations under the amended Credit Agreement and termination of the amended Credit Agreement. Payments of principal and other obligations will be made to the escrow agent, while interest payments will be made directly to LBM. Provided there exists no potential default or event of default, the amended Credit Agreement and Escrow Agreement prohibit any acceleration of repayment of any amount outstanding under the amended Credit Agreement and prohibit termination of the amended Credit Agreement or withdrawal from escrow of any unused portion of the available loan proceeds.

There were no borrowings under the credit facility during the three months ended March 31, 2020 or 2019.

In connection with our efforts to conserve cash as a result of the COVID-19 global pandemic, LBM agreed to defer cash payments of its commitment fee on the unused portion of the revolving credit facility to a future date (to be determined upon mutual agreement by the parties). There are no incremental interest or other fees to be incurred by us as a result of this deferral.

Paycheck Protection Program

On April 18, 2020, we entered into an unsecured promissory note (the “Note”) in favor of The Huntington National Bank (the “Lender”) reflecting a loan in the principal amount of $2,194 (the “Loan”). The Loan is 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 bears interest at a rate of 1.00% per annum and matures on April 18, 2022 (the “Maturity Date”). Principal and interest payments on the Loan are deferred until November 18, 2020, at which time equal installments of principal and interest will be due and payable monthly through the Maturity Date. The Note may be prepaid by us at any time prior to maturity without penalty. If we default on the Note, the Lender may, at its option, accelerate the maturity of our obligations under the Note.

Pursuant to the terms of the PPP, the Loan, or a portion thereof, may 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 intend to use all or a significant majority of the Loan proceeds for qualifying expenses. The terms of the Loan, including eligibility and forgiveness, may be subject to further requirements in regulations and guidance adopted by the SBA.

26


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:as of the periods indicated:

 

 

Three Months Ended

 

 

March 31,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Net cash used for operating activities

 

$

(12,895

)

 

$

(1,908

)

 

$

(4,739

)

 

$

(1,386

)

Net cash provided by (used for) investing activities

 

 

2,828

 

 

 

(638

)

 

 

15,890

 

 

 

(347

)

Net cash (used for) provided by financing activities

 

 

(166

)

 

 

12,879

 

 

 

(42

)

 

 

56

 

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

 

 

882

 

 

 

138

 

 

 

(31

)

 

 

(121

)

Net change in cash, cash equivalents, and restricted cash

 

$

(9,351

)

 

$

10,471

 

 

$

11,078

 

 

$

(1,798

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

2020

 

 

December 31,

2019

 

 

September 30, 2017

 

 

December 31, 2016

 

Cash and cash equivalents

 

$

17,706

 

 

$

27,825

 

 

$

16,813

 

 

$

5,265

 

Restricted cash

 

 

1,098

 

 

 

330

 

 

 

508

 

 

 

978

 

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

 

$

17,321

 

 

$

6,243

 

Operating Activities

Net cash used for operating activities for the ninethree months ended September 30, 2017,March 31, 2020 was $12,895$4,739, compared with net cash used for operating activities of $1,908$1,386 for the ninethree months ended September 30, 2016.March 31, 2019. The changenet increase in cash outflows of $10,987$3,353 was due to an increase in our net loss combined with(net of noncash items) and a net increase in working capital attributable to 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) and an increasecash collections on 3D printing machine sales) partially offset by a decrease in net cash outflows related to inventories (based oninventory production of our operating plans for delivery of 3D printing machines to customers). These changes were partially offset by a reduction in cash outflows to vendors (based onand the timing of payment).payments to our suppliers and vendors for our production and operating expenses.

We expect to maintain a balanced net working capital position for the remainder of 2020, with a targeted reduction in inventories consistent with our revised production plans expected to offset lower commercial activity (customer prepayments) stemming from the impact of the COVID-19 global pandemic.

Investing Activities

Net cash provided by investing activities for the ninethree months ended September 30, 2017,March 31, 2020 was $2,828$15,890, compared with net cash used for investing activities of $638$347 for the ninethree months ended September 30, 2016.March 31, 2019.

NetFor the three months ended March 31, 2020, net cash provided by investing activities for the nine months ended September 30, 2017, included cash inflows of approximately $3,702$16,228 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 activityGersthofen, Germany.

Activity for both periods included cash outflows for capital expenditures consistent(consistent with our operating plans.plans).

We expect our remaining 20172020 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)approximately $1,000 to $2,000, which reflects a reduced spending target as part of our capital conservation plans in response to the COVID-19 global pandemic and its effect on our operations)..

Financing Activities

Net cash used for financing activities for the ninethree months ended September 30, 2017,March 31, 2020 was $166$42, compared with net cash provided by financing activities of $12,879$56 for the ninethree months ended September 30, 2016.March 31, 2019.

Uses of cashActivity for the nine months ended September 30, 2017,both periods included principal payments on outstanding debt and capital leases.debt.

Sources of cash forFor the ninethree months ended September 30, 2016,March 31, 2019, net cash provided by financing activities included net$165 in cash inflows associated with proceeds from the issuanceexercise of common stock options by employees. This amount was offset by $68 in cash outflows associated with taxes related to the net settlement of equity-based awards. There were no stock option exercises or taxes related to the net settlement of equity-based awards during the three months ended March 31, 2020.

Financial Condition

The following summarizes the material changes in our financial condition from December 31, 2019 to March 31, 2020:

Restricted cash decreased by $470 following an amendment to our credit facility agreement with a German bank completed in February 2020 which relieved us of a cash collateral requirement up to approximately $12,447$1,100 for financial guarantees and letters of credit issued by us for commercial transactions requiring security.

27


Accounts receivable decreased by $1,568 based on the timing of cash payments by customers (principally the timing of cash collections on 3D printing machine sales).

Inventories increased by $1,883 due to an increase in finished goods inventories (principally 3D printing machines prepared for sale in accordance with customer specifications pending delivery to or acceptance by customers) consistent with growth in our backlog. In addition, raw materials and components inventories increased in connection with our registered direct offeringproduction plans.

Prepaid expenses and other current assets increased by $605, mostly due to increases in prepayments to suppliers for 3D printing machine components and subassemblies.

Property and equipment – net decreased by $18,175, mostly due to the impact of the sale-leaseback of our European headquarters and operating facility in Gersthofen, Germany (which resulted in a derecognition of $17,282 of related partyproperty and approximately $595equipment) and depreciation expense of $923 incurred during the period.

Operating lease right-of-use assets increased by $4,357, principally as a result of the sale-leaseback transaction further discussed above.

Accounts payable decreased by $1,433 due to the timing of payments to our suppliers and vendors for our production and operating expenses.

Accrued expenses and other current liabilities decreased by $2,352, mostly due to the sale-leaseback transaction further discussed above based on the release of $2,243 of a deposit liability received from the buyer in connection with our ATM. UsesDecember 2019.

Operating lease liabilities increased $4,357, principally as a result of the sale-leaseback transaction further discussed above.

Contract liabilities increased $1,744 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 debt and capital leases.3D printing machine sales consistent with growth in our backlog).   

Off Balance Sheet Arrangements

In the normal course of our operations, our ExOne GmbH subsidiary issues financial guarantees and letters of credit to third parties in connection with certain commercial transactions requiring security. At September 30, 2017,March 31, 2020, total outstanding financial guarantees and letters of credit issued by us were approximately $1,633863 (€1,382). Included in the total outstanding financial guarantees and letters of credit issued by us are approximately $1,352 (€1,144)785) with expiration dates ranging from October 20172020 through July 2018 and approximately $281 (€238) which have no expiration date.February 2023. At December 31, 2016,2019, total outstanding financial guarantees and letters of credit issued by us were approximately $400$560 (€380)499). For further discussion related to financial guarantees

24


and letters of credit issued by us, refer to Note 1011 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 in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

Refer to Note 1 ofto the condensed consolidated financial statements in Part I,II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2016.2019.

28


Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

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, 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 defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that 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’s management, including its principal executive and principal financial officers, as appropriate 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. Based on thisthat evaluation, managementour Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2017, that our disclosure controls and procedures were not effective at the reasonable assurance level due toend of the period covered by this Quarterly Report on Form 10-Q, as a result of certain material weaknessweaknesses in our internal control over financial reporting as discussed in(further described below), our disclosure controls and procedures were ineffective. 

In connection with the Company’s Annual Report on Form 10-K filed on March 16, 2017.

As a resultpreparation of the material weakness described in our Annual Report on Form 10-K, we performed additional analysis and other post-closing procedures to ensure our condensed consolidated financial statements were preparedas of and for the three months ended March 31, 2020, we concluded that there are material weaknesses in accordance with GAAP. Accordingly,the design and operating effectiveness of our internal control over financial reporting as defined in Securities and Exchange Commission Regulation S-X. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

A description of the identified material weaknesses in internal control over financial reporting is as follows:

-

We did not maintain adequate control over user access rights for a significant information technology system.

-

We did not maintain adequate control over application changes for a significant information technology system.

-

We did not maintain adequate control over pricing and discounts associated with sales of certain of our products.

Notwithstanding the identified material weaknesses described above, management believes that the condensed consolidated financial statements and related notes thereto included in this reportQuarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.presented.

25


Changes in Internal Control over Financial Reporting

With oversight from our executive management and Audit CommitteeDuring the three months ended March 31, 2020, as a result 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 andof the material weaknesses further described above, management has commenced its remediation of known errors in the original implementation of, and subsequent changes to, this information technology system platformplans in an effort to reduce certain manualensure that our disclosure controls and procedures are effective. Our remediation plans include a comprehensive evaluation of the people, processes and controls necessary to ensure accurate and timely reportingsystems responsible for each of operating results associated with this subsidiary.the underlying control activities. We expect to complete this processevaluation in 2020 and put measures in place in an effort to remediate the identified material weaknesses. However, we cannot be completed by December 31, 2017.

We can provide no assurance at this timecertain that managementthe measures we may take will ensure that we establish and maintain adequate controls over our financial processes and reporting in the future or that material weaknesses identified will be able to report thatremediated.

Other than the items further described above, there were no changes in our internal control over financial reporting will be effective as of Decemberduring the three months ended March 31, 2017. As an EGC, we2020, that have materially affected, or are exempt from the requirementreasonably likely to obtain an attestation report from our independent registered public accounting firm on the assessment ofmaterially affect, our internal controls pursuant to the Sarbanes-Oxley Act of 2002 until such time that we no longer qualify as an EGC.control over financial reporting.

2629


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.

We face risks related to the COVID-19 global pandemic which could significantly disrupt our operations and impact our operating results and/or cash flows.

In addition to the commercial risks, the long-term effects of the COVID-19 global pandemic may also include risks associated with employee health and safety, resultant operating facility closures and supply chain disruption, each of which may have a material adverse effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

Risk Factors.

There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.2019, except as described above.

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.


2730


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

 

 

 

 

 

  3.1

Amended and Restated Bylaws.

Incorporated by reference to Exhibit 3.1 of Form 8-K (#001-35806) filed on April 3, 2020.

 

 

 

 

  10.1

 

Executive At-WillFirst Amendment to Credit Agreement dated February 18, 2020 among the Company, ExOne Americas LLC, ExOne GmbH and LBM Holdings LLC.

Incorporated by reference to Exhibit 10.13 of Form 10-K (#001-35806) filed on March 12, 2020.

  10.2

First Amendment to Employment Agreement dated August 4, 2017, by andApril 3, 2020 between The ExOnethe Company and JoEllen Lyons Dillon.John F. Hartner.

 

Filed herewith.

 10.2

  10.3

 

The ExOneSeparation and Release Agreement dated April 9, 2020 between the Company Change of Control Severance Plan dated August 8, 2017.and Charlie Grace.

 

Filed herewith.

  10.4

Promissory Note (Paycheck Protection Program Loan) dated April 18, 2020 in favor of The Huntington National Bank.

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

 

XBRL Instance Document.

 

Filed herewith.

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document.

 

Filed herewith.

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document.

 

Filed herewith.

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document.

 

Filed herewith.

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document.

 

Filed herewith.

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 

Filed herewith.

 

2831


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. McCarleyJohn F. Hartner

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date:

 

November 9, 2017May 7, 2020

 

 

 

By:

 

/s/ Brian W. SmithDouglas D. Zemba

 

 

Brian W. SmithDouglas D. Zemba

 

 

Chief Financial Officer

 

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

Date:

 

November 9, 2017May 7, 2020

 

32

29