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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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 ~~5, 2020, 19,187,490~~12, 2021, 22,401,254 shares of common stock, par value $0.01, were outstanding.

Condensed Statement of Consolidated Operations and Comprehensive Loss (Unaudited)

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenue	$	17,399		$	10,884		$	41,881		$	35,742		$	19,043		$	17,399		$	50,846		$	41,881
Cost of sales		13,500			8,006			31,263			25,080			13,721			13,500			38,648			31,263
Gross profit		3,899			2,878			10,618			10,662			5,322			3,899			12,198			10,618
Operating expenses
Research and development		2,013			2,430			6,858			7,399			2,909			2,013			8,541			6,858
Selling, general and administrative		4,825			5,326			15,476			16,916			9,585			4,825			22,676			15,476
Gain from sale-leaseback of property and equipment		—			—			(1,462	)		—			—			—			—			(1,462	)
		6,838			7,756			20,872			24,315			12,494			6,838			31,217			20,872
Loss from operations		(2,939	)		(4,878	)		(10,254	)		(13,653	)		(7,172	)		(2,939	)		(19,019	)		(10,254	)
Other expense (income)
Other (income) expense
Interest expense		54			85			171			227			2			54			169			171
Other expense (income) ̶ net		314			(134	)		319			(65	)
Other (income) expense ̶ net														(48	)		314			63			319
Gain on extinguishment of the Paycheck Protection Program loan														(2,220	)		—			(2,220	)		—
		368			(49	)		490			162			(2,266	)		368			(1,988	)		490
Loss before income taxes		(3,307	)		(4,829	)		(10,744	)		(13,815	)		(4,906	)		(3,307	)		(17,031	)		(10,744	)
(Benefit) provision for income taxes		(34	)		15			200			(686	)
Provision (benefit) for income taxes														1			(34	)		(410	)		200
Net loss	$	(3,273	)	$	(4,844	)	$	(10,944	)	$	(13,129	)	$	(4,907	)	$	(3,273	)	$	(16,621	)	$	(10,944	)
Net loss per common share:
Basic	$	(0.19	)	$	(0.30	)	$	(0.65	)	$	(0.81	)	$	(0.22	)	$	(0.19	)	$	(0.76	)	$	(0.65	)
Diluted	$	(0.19	)	$	(0.30	)	$	(0.65	)	$	(0.81	)	$	(0.22	)	$	(0.19	)	$	(0.76	)	$	(0.65	)
Comprehensive loss:
Net loss	$	(3,273	)	$	(4,844	)	$	(10,944	)	$	(13,129	)	$	(4,907	)	$	(3,273	)	$	(16,621	)	$	(10,944	)
Other comprehensive income (loss):
Other comprehensive (loss) income:
Foreign currency translation adjustments		856			(1,387	)		388			(1,580	)		(465	)		856			(1,362	)		388
Comprehensive loss	$	(2,417	)	$	(6,231	)	$	(10,556	)	$	(14,709	)	$	(5,372	)	$	(2,417	)	$	(17,983	)	$	(10,556	)

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

	September 30,			December 31,			September 30,			December 31,
	2020			2019			2021			2020
Assets
Current assets:
Cash and cash equivalents	$	39,428		$	5,265		$	122,809		$	49,668
Restricted cash		508			978			1,870			508
Accounts receivable ̶ net		5,540			6,522			8,712			5,225
Current portion of net investment in sales-type leases		225			213
Current portion of net investment in sales-type leases ̶ net								241			229
Inventories ̶ net		22,187			19,770			25,078			20,562
Prepaid expenses and other current assets		3,848			2,182			6,313			4,451
Total current assets		71,736			34,930			165,023			80,643
Property and equipment ̶ net		20,924			38,895
Property and equipment, net of accumulated depreciation of $20,041 (2021) and $20,823 (2020)								22,815			21,300
Operating lease right-of-use assets		4,278			432			2,489			4,043
Net investment in sales-type leases ̶ net of current portion		568			738
Net investment in sales-type leases ̶ net of current portion ̶ net								326			509
Other noncurrent assets		260			371			687			794
Total assets	$	97,766		$	75,366		$	191,340		$	107,289
Liabilities
Current liabilities:
Current portion of long-term debt	$	1,496		$	153		$	—		$	1,622
Current portion of operating lease liabilities		1,843			158			1,926			1,958
Accounts payable		4,445			5,818			7,657			4,501
Accrued expenses and other current liabilities		5,163			6,942			6,766			4,978
Current portion of contract liabilities		12,732			11,846			16,729			13,586
Total current liabilities		25,679			24,917			33,078			26,645
Long-term debt ̶ net of current portion		1,948			1,211			—			1,783
Operating lease liabilities ̶ net of current portion		2,435			274			563			2,085
Contract liabilities ̶ net of current portion		156			286			31			159
Other noncurrent liabilities		365			96			328			314
Total liabilities		30,583			26,784			34,000			30,986
Contingencies and commitments
Stockholders' equity
Common stock, $0.01 par value, 200,000,000 shares authorized, 18,988,099 (2020) and 16,346,960 (2019) shares issued and outstanding		190			163
Common stock, $0.01 par value, 200,000,000 shares authorized, 22,179,243 (2021) and 20,009,157 (2020) shares issued and outstanding								222			200
Additional paid-in capital		205,980			176,850			317,111			218,113
Accumulated deficit		(127,892	)		(116,948	)		(148,493	)		(131,872	)
Accumulated other comprehensive loss		(11,095	)		(11,483	)		(11,500	)		(10,138	)
Total stockholders' equity		67,183			48,582			157,340			76,303
Total liabilities and stockholders' equity	$	97,766		$	75,366		$	191,340		$	107,289

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

	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2021			2020
Operating activities
Net loss	$	(10,944	)	$	(13,129	)	$	(16,621	)	$	(10,944	)
Adjustments to reconcile net loss to net cash used for operations:
Depreciation		2,925			3,491
Depreciation and amortization								2,746			2,925
Equity-based compensation		828			1,076			1,108			828
Amortization of debt issuance costs		39			70			7			39
(Recoveries) provision for bad debts ̶ net		(4	)		264
Recoveries for bad debts ̶ net								(38	)		(4	)
Provision for slow-moving, obsolete and lower of cost or net realizable value inventories ̶ net		335			37			378			335
Foreign exchange losses (gains) on intercompany transactions ̶ net		250			(127	)
Foreign exchange losses on intercompany transactions ̶ net								73			250
Gain from sale-leaseback of property and equipment		(1,462	)		—			—			(1,462	)
Gain from disposal of property and equipment ̶ net		(1	)		(2	)
Deferred income taxes		195			—			—			195
Gain on extinguishment of debt - net								(2,101	)		—
Changes in assets and liabilities, excluding effects of foreign currency translation adjustments:
Decrease in accounts receivable		1,092			2,790
(Increase) decrease in accounts receivable								(3,666	)		1,092
Decrease in net investment in sales-type leases		158			218			170			158
Increase in inventories		(3,310	)		(4,373	)		(7,226	)		(3,310	)
Increase in prepaid expenses and other assets		(1,681	)		(827	)		(173	)		(1,682	)
(Decrease) increase in accounts payable		(1,679	)		1,822
Increase (decrease) in accrued expenses and other liabilities		396			(1,934	)
Increase (decrease) in accounts payable								3,303			(1,679	)
Increase in accrued expenses and other liabilities								624			396
Increase in contract liabilities		248			6,301			3,370			248
Net cash used for operating activities		(12,615	)		(4,323	)		(18,046	)		(12,615	)
Investing activities
Capital expenditures		(772	)		(613	)		(3,451	)		(772	)
Proceeds from sale of property and equipment		16,229			3			—			16,229
Net cash provided by (used for) investing activities		15,457			(610	)
Net cash (used for) provided by investing activities								(3,451	)		15,457
Financing activities
Proceeds from borrowings on long-term debt		2,194			—			—			2,194
Proceeds from related party revolving credit facility		—			2,000
Payments on long-term debt		(117	)		(111	)		(1,226	)		(117	)
Proceeds from at-the-market offerings of common stock, net of issuance costs		27,699			—
Proceeds from exercise of employee stock options								2,429			858
Proceeds from common stock offerings, net of issuance costs								95,288			27,699
Taxes related to the net share settlement of equity-based awards		(15	)		(68	)		(7	)		(15	)
Proceeds from exercise of employee stock options		858			289
Other		(63	)		(10	)		(24	)		(63	)
Net cash provided by financing activities		30,556			2,100			96,460			30,556
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		295			(187	)		(460	)		295
Net change in cash, cash equivalents, and restricted cash		33,693			(3,020	)		74,503			33,693
Cash, cash equivalents, and restricted cash at beginning of period		6,243			9,140			50,176			6,243
Cash, cash equivalents, and restricted cash at end of period	$	39,936		$	6,120		$	124,679		$	39,936
Supplemental disclosure of noncash investing and financing activities
Transfer of internally developed 3D printing machines from inventories to property and equipment for internal use or leasing activities	$	1,434		$	1,635		$	2,943		$	1,434
Transfer of internally developed 3D printing machines from property and equipment to inventories for sale	$	2,771		$	485		$	1,333		$	2,771
Property and equipment included in accounts payable	$	113		$	48		$	246		$	113
Unsettled proceeds from exercise of employee stock options included in prepaid expenses and other current assets							$	31		$	—
At-the-market offering issuance costs included in accounts payable	$	147		$	—		$	—		$	147
At-the-market offering issuance costs included in accrued expenses and other current liabilities	$	66		$	—
At-the-market offering issuance costs included in accrued expense and other current liabilities							$	—		$	66

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

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

												Accumulated																		Accumulated
												other			Total									Additional						other			Total
	Common stock					Additional			Accumulated			comprehensive			stockholders'			Common stock						paid-in			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
Tax withholding related to the net share settlement of equity-based awards		—			—		(68	)		—			—			(68	)
Common stock issued from equity incentive plan		38			—		—			—			—			—
Balance at March 31, 2019		16,295		$	163	$	175,749		$	(106,349	)	$	(11,524	)	$	58,039
Net loss		—			—		—			(3,789	)		—			(3,789	)
Other comprehensive income		—			—		—			—			583			583
Equity-based compensation		—			—		642			—			—			642
Exercise of employee stock options		13			—		97			—			—			97
Common stock issued from equity incentive plan		10			—		—			—			—			—
Balance at June 30, 2019		16,318		$	163	$	176,488		$	(110,138	)	$	(10,941	)	$	55,572
Net loss		—			—		—			(4,844	)		—			(4,844	)
Other comprehensive loss		—			—		—			—			(1,387	)		(1,387	)
Equity-based compensation		—			—		(5	)		—			—			(5	)
Exercise of employee stock options		4			—		27			—			—			27
Common stock issued from equity incentive plan		25			—		—			—			—			-
Balance at September 30, 2019		16,347		$	163	$	176,510		$	(114,982	)	$	(12,328	)	$	49,363
																		Shares			$			capital			deficit			loss			equity
Balance at December 31, 2019		16,347		$	163	$	176,850		$	(116,948	)	$	(11,483	)	$	48,582			16,347		$	163		$	176,850		$	(116,948	)	$	(11,483	)	$	48,582
Net loss		—			—		—			(3,648	)		—			(3,648	)		—			—			—			(3,648	)		—			(3,648	)
Other comprehensive loss		—			—		—			—			(838	)		(838	)		—			—			—			—			(838	)		(838	)
Equity-based compensation		—			1		291			—			—			292			—			1			291			—			—			292
Common stock issued from equity incentive plan		39			—		—			—			—			—			39			—			—			—			—			—
Balance at March 31, 2020		16,386		$	164	$	177,141		$	(120,596	)	$	(12,321	)	$	44,388			16,386		$	164		$	177,141		$	(120,596	)	$	(12,321	)	$	44,388
Net loss		—			—		—			(4,023	)		—			(4,023	)		—			—			—			(4,023	)		—			(4,023	)
Other comprehensive income		—			—		—			—			370			370			—			—			—			—			370			370
Equity-based compensation		—			—		157			—			—			157			—			—			157			—			—			157
Exercise of employee stock options		73			1		540			—			—			541			73			1			540			—			—			541
Common stock issued from equity incentive plan		22			—		—			—			—			—			22			—			—			—			—			—
At-the-market offerings of common stock, net of issuance costs		383			4		3,094			—			—			3,098			383			4			3,094			—			—			3,098
Balance at June 30, 2020		16,864		$	169	$	180,932		$	(124,619	)	$	(11,951	)	$	44,531			16,864		$	169		$	180,932		$	(124,619	)	$	(11,951	)	$	44,531
Net loss		—			—		—			(3,273	)		—			(3,273	)		—			—			—			(3,273	)		—			(3,273	)
Other comprehensive income		—			—		—			—			856			856			—			—			—			—			856			856
Equity-based compensation		—			—		379			—			—			379			—			—			379			—			—			379
Exercise of employee stock options		44			—		317			—			—			317			44			—			317			—			—			317
Common stock issued from equity incentive plan		20			—		—			—			—			—			20			—			—			—			—			—
Tax withholding related to the net share settlement of equity-based awards		(1	)		—		(15	)		—			—			(15	)		(1	)		—			(15	)		—			—			(15	)
At-the-market offerings of common stock, net of issuance costs		2,061			21		24,367			—			—			24,388			2,061			21			24,367			—			—			24,388
Balance at September 30, 2020		18,988		$	190	$	205,980		$	(127,892	)	$	(11,095	)	$	67,183			18,988		$	190		$	205,980		$	(127,892	)	$	(11,095	)	$	67,183

Balance at December 31, 2020																			20,009		$	200		$	218,113		$	(131,872	)	$	(10,138	)	$	76,303
Net loss																			—			—			—			(6,140	)		—			(6,140	)
Other comprehensive loss																			—			—			—			—			(1,120	)		(1,120	)
Equity-based compensation																			—			—			282			—			—			282
Exercise of employee stock options																			111			1			1,439									1,440
Common stock issued from equity incentive plan																			37			—			—			—			—			—
Common stock offering, net of issuance costs																			1,873			19			95,440			—			—			95,459
Balance at March 31, 2021																			22,030		$	220		$	315,274		$	(138,012	)	$	(11,258	)	$	166,224
Net loss																			—			—	��		—			(5,574	)		—			(5,574	)
Other comprehensive income																			—			—			—			—			223			223
Equity-based compensation																			—			—			376			—			—			376
Exercise of employee stock options																			2			—			9			—			—			9
Common stock issued from equity incentive plan																			1			—			—			—			—			—
Balance at June 30, 2021																			22,033		$	220		$	315,659		$	(143,586	)	$	(11,035	)	$	161,258
Net loss																			—			—			—			(4,907	)		—			(4,907	)
Other comprehensive loss																			—			—			—			—			(465	)		(465	)
Equity-based compensation																			—			1			449			—			—			450
Exercise of employee stock options																			96			1			1,010			—			—			1,011
Common stock issued from equity incentive plan																			50			—			—			—			—			—
Tax withholding related to the net share settlement of equity-based awards																			—			—			(7	)		—			—			(7	)
Balance at September 30, 2021																			22,179		$	222		$	317,111		$	(148,493	)	$	(11,500	)	$	157,340

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

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

The Company filed a shelf registration statement on Form S-3 (No. 333-223690) with the Securities and Exchange Commission on March 15, 2018. The purpose of the Form S-3 was to register various equity and debt securities. Subsidiaries of the Company 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.

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, ~~2019~~2020 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, ~~2019,~~2020, which includes all disclosures required by GAAP.

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

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

Upon the terms and subject to ~~operating lease right-of-use assets ($432), current portion of operating lease liabilities ($158) and operating lease liabilities – net of current portion ($274)~~the conditions set forth in the ~~accompanying condensed consolidated balance sheet~~Merger Agreement, Merger Sub I will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of DM (the “First Merger”) and immediately thereafter, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the subsequent merger (the “Second Merger”, and, together with the First Merger, the “Mergers”).

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

The “Exchange Ratio” shall be determined based on DM’s 20-day average closing stock price three trading days prior to closing: (i) if the average closing DM stock price is greater than or equal to $9.70, then the Exchange Ratio shall be set at ~~December 31, 2019,~~1.7522; (ii) if the average closing DM stock price is less than or equal to $7.94, then the Exchange Ratio shall be set at 2.1416; (iii) if the average closing DM stock price is less than $9.70 but greater than $7.94, then the Exchange Ratio shall be equal to 1.9274 multiplied by the quotient of (x) $8.82 divided by (y) the average closing DM stock price.

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

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

During the three months and nine months ended September 30, 2021, the Company incurred expenses associated with the planned merger transaction of $3,376 and ~~other current liabilities~~$3,477, respectively, all of which are included in selling, general and ~~other noncurrent liabilities, respectively, to conform to current period presentation.~~

~~Certain amounts~~administrative expenses in the accompanying condensed statement of consolidated ~~cash flows have been reclassified to conform to current period presentation.~~operations and comprehensive loss.

In March 2020, the World Health Organization declared the novel strain of coronavirus a global pandemic (“COVID-19”) and recommended containment and mitigation measures worldwide. The impact of COVID-19 and the related economic, business and market disruptions ~~are evolving rapidly,~~were wide-ranging and ~~their effects are uncertain.~~continue to be significant. As a result of COVID-19, the Company was required to temporarily close its operations at its North Huntingdon, Pennsylvania facility for the period from March 23 through March 30, 2020. In response to COVID-19, the Company has incurred incremental costs associated with protecting the health and safety of the Company’s global workforce, enhanced sanitization of the Company’s global operating facilities, and information technology capabilities for employees operating remotely. Beginning in March 2020, restrictions imposed by various governmental authorities on both domestic and international shipping and travel have caused ~~a disruption~~disruptions to the timing of delivery and installation of the Company’s 3Dthree-dimensional (“3D”) printing machines, resulting in negative impacts to the Company’s financial position, results of operations and cash flows. The duration and severity of the outbreak and its long-term impact on the Company’s business ~~are uncertain at this time.~~remain uncertain. The Company is unable to predict the impact that COVID-19 will have on its future financial position, results of operations and cash flows.

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

In May 2021, the FASB issued ASU 2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”. This ASU clarifies the accounting treatment for freestanding equity-classified written call options that are modified or exchanged as part of or directly related to a modification or an exchange of existing debt. This ASU becomes effective for the Company on January 1, 2022. Early adoption is permitted. This guidance would only be applicable to the consolidated financial statements of the Company in the event that freestanding equity-classified written call options were modified or exchanged as a part of or directly related to the modification or exchange of existing debt. As no such transactions have occurred during the current year and no such transactions are anticipated, management determined that the adoption of this ASU will not have an impact on the consolidated financial statements of the Company.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses.” This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. As a smaller reporting company pursuant to Rule 12b-2 of the Securities Exchange Act of 1934, as amended, these changes become effective for the Company on January 1, 2023. Management is currently evaluating the potential impact of these changes on the consolidated financial statements of the Company.

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 $3,273 and $10,944 for the three months and nine months ended September 30, 2020, respectively. At September 30, 2020, the Company had $39,428 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).

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 public offerings, including at-the-market offerings) of $195,847 to fund its operations. 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 (including the at-the-market offerings further described below).Common Stock Offerings

In ~~June~~September 2020, the Company entered into an ~~equity distribution agreement (the “Oppenheimer~~ Equity Distribution ~~Agreement”)~~Agreement with ~~Oppenheimer & Company, Inc.~~Canaccord Genuity LLC (“~~Oppenheimer”~~Canaccord”) pursuant to which ~~Oppenheimer~~Canaccord agreed to act as sales agent in the sale of up to $25,000 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”). ~~Sales~~In February 2021, the Company terminated the Equity Distribution Agreement. At the time of the termination of the Equity Distribution Agreement, the remaining maximum offering capacity was $9,269. The Company did not sell any shares of its common stock under the ~~Oppenheimer~~ Equity Distribution Agreement ~~ended~~during 2021 prior to its termination. There were no fees or penalties incurred by the Company in ~~September 2020 when~~connection with the ~~offering limit ($25,000) was reached. Following completion~~termination of ~~this offering, in September 2020,~~the Equity Distribution Agreement.

In February 2021, following the termination of the Equity Distribution Agreement, the Company entered into ~~a separate equity distribution~~an underwriting agreement ~~(the “Canaccord Equity Distribution Agreement”)~~ with Stifel, Nicolaus & Company, Incorporated, Canaccord ~~Genuity LLC (“Canaccord”),~~and certain other underwriters pursuant to which ~~Canaccord~~the Company agreed to ~~act as sales agent in the sale of~~issue and sell up to ~~$25,000 in the aggregate~~1,666,667 shares of ~~ExOne~~its common stock ~~in “at-the-market offerings” as defined in Rule 415 under~~at a public offering price of $54.00 per share. Under the ~~Securities Act. The terms~~agreement, the Company agreed to pay underwriting discounts and commissions of ~~both the Oppenheimer Equity Distribution Agreement and the Canaccord Equity Distribution Agreement require a 3.0% commission on the sale of ExOne common stock~~$2.835 per share, as well as ~~reimbursement~~reimburse the underwriters for certain expenses. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 205,907 shares of ~~certain~~its common stock at the public offering price, less underwriting discounts and commissions. The underwriters exercised their option to purchase 205,907 shares of the Company’s stock in-full.

As a result of this common stock offering, during February 2021, the Company sold 1,872,574 shares of its common stock and received net proceeds (after deducting underwriting discounts and commissions) of $95,725. The Company incurred expenses ~~incurred by~~(other

than underwriting discounts and commissions) associated with the ~~sales agent.~~

~~During~~common stock offering of $266, all of which was recognized during the three months ended ~~September 30, 2020, the~~March 31, 2021.

The Company has not sold ~~2,060,878~~any shares of common stock in the above-described at-the market offerings (1,822,274 shares under the Oppenheimer Equity Distribution Agreement and 238,604 shares under the Canaccord Equity Distribution Agreement) at an average selling price of $12.26 per share, resulting in net proceeds to the Company (after deducting commissions) of $24,512. During the nine months ended September 30, 2020, the Company sold 2,443,479 shares of common stock in the above-described at-the-market offerings (2,204,875 shares under the Oppenheimer Equity Distribution Agreement and 238,604 shares under the Canaccord Equity Distribution Agreement) at an average selling price of $11.73 per share, resulting in net proceeds to the Company (after deducting commissions) of $27,800. During the three months and nine months ended September 30, 2020, the Company incurred expenses (other than commissions) associated with at-the-market offerings of $124 and $314, respectively. At September 30, 2020, $213 of the expenses (other than commissions) associated with at-the-market offerings remained unpaid, of which $147 was included in accounts payable and $66 was included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet.

There have been no sales of shares of common stock in at-the-market offerings subsequent to September 30, 2020. Future sales of securities in at-the-market offerings under the Company’s active shelf registration statement, if any, are dependent on market conditions, which may restrict the timing and extent of any future offering of securities by the Company.

~~In addition to net proceeds from the sale~~ of its common stock ~~on April 18, 2020,~~through common stock offerings subsequent to the ~~Company received additional unrestricted cash proceeds of $2,194 in connection with a Paycheck Protection Program loan (Note 13).~~February 2021 common stock offering.

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 COVID-19, beginning in March 2020 and through April 2020, the Company initiated various cost savings actions including a mix of employee terminations, furloughs and pay rate reductions, as well as reductions in consulting and other expenses, all in an effort to conserve cash and 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 (in addition to those further discussed above). The Company may also seek to raise additional capital to support its growth through the incurrence of additional debt, the sale of equity or other alternatives (including asset sales) or a combination thereof.

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

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Foreign currency translation adjustments
Balance at beginning of period	$	(11,951	)	$	(10,941	)	$	(11,483	)	$	(10,748	)	$	(11,035	)	$	(11,951	)	$	(10,138	)	$	(11,483	)
Other comprehensive income (loss)		856			(1,387	)		388			(1,580	)
Other comprehensive (loss) income														(465	)		856			(1,362	)		388
Balance at end of period	$	(11,095	)	$	(12,328	)	$	(11,095	)	$	(12,328	)	$	(11,500	)	$	(11,095	)	$	(11,500	)	$	(11,095	)

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

There were 0 tax impacts related to income tax rate changes and 0 amounts were reclassified to earnings for ~~either~~any of the periods presented.

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~~share equivalents outstanding during the applicable period.

As the Company incurred a net loss during each of the three months and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, basic average common shares outstanding and diluted average common shares outstanding were the same because the effect of potential shares of common stock, including stock options ~~(654,617~~(436,973 – ~~2020~~2021 and ~~828,059~~654,617 – ~~2019)~~2020) and unvested restricted stock issued ~~(199,391~~(182,011 – ~~2020~~2021 and ~~66,513~~199,391 – ~~2019)~~2020), was anti-dilutive.

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

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Net loss	$	(3,273	)	$	(4,844	)	$	(10,944	)	$	(13,129	)	$	(4,907	)	$	(3,273	)	$	(16,621	)	$	(10,944	)
Weighted average shares outstanding (basic and diluted)		17,596,076			16,332,974			16,812,806			16,296,554			22,096,704			17,596,076			21,727,561			16,812,806
Net loss per common share:
Basic	$	(0.19	)	$	(0.30	)	$	(0.65	)	$	(0.81	)	$	(0.22	)	$	(0.19	)	$	(0.76	)	$	(0.65	)
Diluted	$	(0.19	)	$	(0.30	)	$	(0.65	)	$	(0.81	)	$	(0.22	)	$	(0.19	)	$	(0.76	)	$	(0.65	)

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 satisfies its performance obligation(s) under a contract (either implicit or explicit) by transferring the promised product or service to a customer, ~~either~~which is when (or as) the customer obtains control of the product or service. A performance obligation is a promise in a contract to transfer 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 consideration 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 customers and remitted to governmental authorities are accounted for on a net (excluded from revenue) basis. Shipping and handling costs are included in cost of sales.

Certain of the Company’s contracts with customers ~~provide for~~contain multiple performance obligations. Sales of 3D printing machines 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 the 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~~When the Company sells products to customers, revenue ~~from products~~ is ~~transferred to customers~~recognized at a point in time. The Company’s contracts for 3D printing machines generally include substantive customer acceptance provisions. Revenue under these contracts is recognized when customer acceptance provisions have been satisfied. For all other product sales, the Company recognizes revenue at the point in time in which the customer obtains control of the product, which is generally when product title passes to the customer upon delivery. In certain cases, title does not transfer and revenue is not recognized until the customer has received 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)8). Revenue associated with deferred maintenance contracts is generally recognized at a point in time when the related services are performed where sufficient historical evidence indicates that the costs of performing the related services under the contract are not incurred on a straight-line basis, with such revenue recognized in proportion to the costs expected to be incurred. Revenue associated with extended warranties is generally recognized over time on a straight-line basis over the related contract period.

The ~~Company’s revenue from service arrangements includes contracts with~~Company generates certain revenues through the ~~federal government under fixed-fee, cost reimbursable and time and materials arrangements (certain~~sale of which may have periods of performance greater than one year). Revenue under these contracts is generally recognized over time using an input measure based upon direct costs incurred 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 annual incurred cost submission filing as required by the federal government. Historically, amounts associated with variable consideration have not been significant.

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

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

The following table summarizes the Company’s revenue by product group for the periods indicated:

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2020		2019		2020		2019		2021		2020		2021		2020
3D printing machines	$	10,488	$	3,972	$	21,703	$	16,532	$	10,792	$	10,488	$	26,200	$	21,703
3D printed and other products, materials and services		6,911		6,912		20,178		19,210		8,251		6,911		24,646		20,178
	$	17,399	$	10,884	$	41,881	$	35,742	$	19,043	$	17,399	$	50,846	$	41,881

~~Revenue~~ from 3D printing machines includes leasing revenue whereby the Company is the lessor of 3D printing machines to its customers. Leasing revenue is accounted for under ASU 2016-02, “Leases” (Note 10).

The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets) and deferred revenue and customer prepayments (contract liabilities) in the accompanying condensed consolidated balance sheet. The Company considers a number of factors in its evaluation of the creditworthiness of its customers, including past due amounts, past payment history, and current economic conditions. For 3D printing machines, the Company’s terms of sale vary by transaction. To reduce credit risk in connection with 3D printing machine sales, the Company may, depending upon the circumstances, require customers to furnish letters of credit or bank guarantees or to provide advanced payment (either partial or in full). For 3D printed and other products and materials, the Company’s terms of sale generally require payment within 30 to 60 days after delivery, although the Company also recognizes that longer payment periods are customary in certain countries where it transacts business. Service arrangements are generally billed in accordance with specific contract terms and are typically billed in advance or in proportion to performance of the related services.

For the nine months ended September 30, ~~2020,~~2021, the Company recognized revenue of ~~$7,233~~$9,361 related to contract liabilities at January 1, ~~2020.~~2021. There were no other significant changes in contract liabilities during the nine months ended September 30, ~~2020.~~2021. Contract assets were not significant during the nine months ended September 30, ~~2020.~~2021.

As of September 30, ~~2020,~~2021, the Company had approximately ~~$42,600~~$57,300 of remaining performance obligations (including contract liabilities), which is also referred to as backlog, of which approximately ~~$35,500~~$50,700 is expected to be fulfilled during the next twelve months notwithstanding uncertainty related to the impact of COVID-19 (Note 1) including, but not limited to, international shipping and travel restrictions brought about by COVID-19, which could have an adverse effect on the timing of delivery and installation of products and/or services to customers.

The Company has elected to apply the practical expedient associated with incremental costs of obtaining a contract, and as such, sales commission expense is generally expensed when incurred because the amortization period would be one year or less. These costs are recorded within selling, general and administrative 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 lease, less an allowance for doubtful accounts. The Company’s estimate of the allowance for doubtful accounts related to accounts receivable and 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 September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the allowance for doubtful accounts was ~~$524~~$529 and ~~$508,~~$576, respectively. During the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, the Company recorded net provision for bad debts of $15 and ~~$414,~~$15, respectively. During the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, the Company recorded net ~~(recoveries) provision~~recoveries for bad debts of ~~($4)~~$38 and ~~$264,~~$4, respectively.

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 as of the dates indicated:

	September 30,		December 31,		September 30,		December 31,
	2020		2019		2021		2020
Cash and cash equivalents	$	39,428	$	5,265	$	122,809	$	49,668
Restricted cash		508		978		1,870		508
Cash, cash equivalents, and restricted cash	$	39,936	$	6,243	$	124,679	$	50,176

Restricted cash at ~~both~~ September 30, ~~2020~~2021 included $1,270 of cash collateral required by a German bank for short-term financial guarantees and letters of credit issued by ExOne GmbH in connection with certain commercial transactions requiring security (Note 9) and $600 of cash collateral required by a 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~~2020 included $508 ~~associated with~~of cash collateral required by a United States bank to offset certain short-term, unsecured lending commitments associated with the Company’s corporate credit card program.

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 ~~discussed~~described above are considered legally restricted by the Company.

	September 30,		December 31,		September 30,		December 31,
	2020		2019		2021		2020
Raw materials and components	$	10,811	$	8,841	$	14,728	$	9,436
Work in process		3,698		4,922		5,481		4,797
Finished goods		7,678		6,007		4,869		6,329
	$	22,187	$	19,770	$	25,078	$	20,562

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

At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the allowance for slow-moving and obsolete inventories was ~~$2,562~~$2,870 and ~~$3,443,~~$2,678, respectively, and has been reflected as a reduction to inventories (principally raw materials and components). The following table summarizes changes in the allowance for slow-moving and obsolete inventories for the periods indicated:

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Balance at beginning of period	$	2,493		$	4,149		$	3,443		$	4,143		$	2,813		$	2,493		$	2,678		$	3,443
Provision for slow-moving and obsolete inventories ̶ net		30			63			130			194			160			30			378			130
Reductions for sale, consumption or scrap of previously reserved amounts		(55	)		(376	)		(1,110	)		(482	)		(42	)		(55	)		(50	)		(1,110	)
Foreign currency translation adjustments		94			(152	)		99			(171	)		(61	)		94			(136	)		99
Balance at end of period	$	2,562		$	3,684		$	2,562		$	3,684		$	2,870		$	2,562		$	2,870		$	2,562

Reductions for sale, consumption or scrap of previously reserved amounts for the nine months ended September 30, 2020 ~~consist~~consisted principally of certain raw material and component inventories associated with the Company’s former Exerial 3D printing platform,

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

During the nine months ended September 30, 2020, the Company recorded a charge of $205 to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss associated with certain inventories for which cost was determined to exceed net realizable value.

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

For the three months ended September 30, 2020 and 2019, depreciation expense was $817 and $1,142, respectively. For the nine months ended September 30, 2020 and 2019, depreciation expense was $2,925 and $3,491, 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 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 three months ended September 30, 2020, 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 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 3 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 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 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, 0 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 the financial position and results of operations of the Company.

Substantially all of the Company’s 3D printing machines are covered by a standard one-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~~the associated product warranty reserves ~~would be charged~~is recorded to cost of sales in the period that such a determination is made.

~~The following table summarizes changes in~~At September 30, 2021 and December 31, 2020, the product warranty reserves ~~which amounts were~~balance was $1,011 and $1,335, respectively, and has been reflected in accrued ~~expenses~~expense and other current liabilities in the accompanying condensed consolidated balance ~~sheet~~sheet. The following table summarizes changes in the product warranty reserves balance for the periods indicated:

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Balance at beginning of period	$	603		$	1,223		$	866		$	1,670		$	1,100		$	603		$	1,335		$	866
Provisions for new issuances		391			182			854			711			422			391			1,313			854
Payments		(561	)		(409	)		(1,406	)		(1,257	)		(373	)		(561	)		(1,769	)		(1,406	)
Reserve adjustments		607			(65	)		728			(188	)		(126	)		607			167			728
Foreign currency translation adjustments		25			(20	)		23			(25	)		(12	)		25			(35	)		23
Balance at end of period	$	1,065		$	911		$	1,065		$	911		$	1,011		$	1,065		$	1,011		$	1,065

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 accounts for each 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, c~~ertain of the Company’s operating lease arrangements were with related parties under common control (Note 18). Lease cost under operating lease agreements with related parties, included within short-term lease cost below, was $4 and $28 for the three and nine months ended September 30, 2019, respectively.

~~Future minimum lease payments of operating lease arrangements (with initial terms greater than twelve months)at September 30, 2020, were as follows~~:

~~For the three months and nine months ended September 30, 2020, l~~ease cost under operating lease arrangements was $527 and $1,560, including $24 and $96 relating to short-term lease arrangements, respectively. For the three months and nine months ended September 30, 2019, lease cost under operating lease arrangements was $94 and $305, including $44 and $156 relating to short-term lease arrangements, respectively.

~~Supplemental information related to operating lease arrangements was as follows as of and for the nine months ended September 30, 2020:~~

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 2~~ ~~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 resulted in reasonable assurance of its extension at inception.

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 September 30, 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:

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

~~Future minimum lease payments of non-cancellable operating and sales-type lease arrangements as of September 30, 2020 were as follows:~~

On March 1, 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 under the agreement. At this time, the Company cannot reasonably estimate a contingency, if any, related to this matter.

The Company is 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. Management 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.

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 through a credit facility with a German bank.

~~On February 24, 2020, ExOne GmbH entered into an amendment and replacement of its credit facility with the German bank.~~ The credit facility ~~amendments included the elimination of the overdraft credit and short-term loan features of the prior agreement and replaced them with an increased~~provides a capacity amount of ~~approximately $4,100~~$4,057 (€3,500) for the issuance of financial guarantees and letters of credit for commercial transactions requiring security. The credit facility does not require cash collateral ~~requirement~~ for the issuance of financial guarantees and letters of credit for commercial transactions requiring security ~~was eliminated~~ for amounts up to ~~approximately $1,200~~$1,159 (€1,000) ~~as the amendment provided the German bank with a collateral interest in the accounts receivable of ExOne GmbH.~~. Amounts in excess of ~~approximately $1,200~~$1,159 (€1,000) ~~continue to~~ require cash collateral under the ~~amended~~ credit facility.

At September 30, 2021, total outstanding financial guarantees and letters of credit issued by ExOne GmbH under the credit facility were $2,429 (€2,096), with expiration dates ranging from November 2021 through March 2023. At September 30, 2021, cash collateral of $1,270 (€1,096) was required for financial guarantees and letters of credit issued under the credit facility (included in restricted cash in the accompanying condensed consolidated balance sheet). At December 31, 2020, total outstanding financial guarantees and letters of credit issued by ExOne GmbH under the amended credit facility were ~~$583~~$928 (€~~497), with expiration dates ranging from~~ ~~October 2020~~ ~~through~~ ~~February 2023~~756). At December 31, ~~2019, total outstanding~~2020, 0 cash collateral was required for financial guarantees and letters of credit issued ~~by ExOne GmbH~~ under the ~~former~~ credit ~~facility were $560 (€499).~~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 5.1% at September 30, 2020).~~points. The Credit Agreement required a commitment fee of 75 basis points, or 0.75%, on the unused portion of the facility, payable monthly in arrears. In addition, an up-front commitment fee of 125 basis points, or 1.25% ($188), was required at closing. Borrowings under the Credit Agreement were collateralized by the accounts receivable, inventories and machinery and equipment of the Loan Parties.

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

~~Borrowings under~~Under the terms of the amended credit facility, the Company could make prepayments against outstanding borrowings, reduce the credit ~~facility are required to be made in minimum increments of $1,000. The Company may~~commitment or 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 September 30, 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 has obtained waivers related to its event of default on its building note payable (Note 13) and for the incurrence of additional debt associated with its PPP Loan (Note 13).

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 Company’s 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 the 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 0 borrowings under the credit facility during the three or nine months ended September 30, 2020 or 2019. There were 0 borrowings outstanding under the credit facility at either September 30, 2020 or December 31, 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 $49 in debt issuance costs associated with the Amendment.

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

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

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

During the three months and nine months ended September 30, 2020, the Company recorded interest expense ~~relating~~related to the credit facility of $34 and $113, respectively. Included in interest expense for the three months and nine months ended September 30, 2020 was $8 and $35, respectively, associated with amortization of debt issuance costs, ~~(resulting in $120 in remaining debt issuance costs at September 30, 2020, of which $35 was included in prepaid expenses~~ and other current assets and $85 was included in other noncurrent assets in the accompanying condensed consolidated balance sheet). Included in interest expense for the three months and nine months ended September 30, 2020 was $26 and $78, respectively, associated with the commitment fee on the unused portion of the revolving credit facility. ~~At September 30, 2020 and December 31, 2019, $8 and $28, respectively, associated with~~

There were 0 borrowings under the ~~commitment fee on the unused portion of the revolving~~ credit facility were included in accounts payable on the accompanying condensed consolidated balance sheet. Amounts payable to LBM at September 30, 2020 and December 31, 2019 were settled by the Company in October 2020 and January 2020, respectively.

~~During~~during the three ~~and~~or nine months ended September 30, ~~2019, the Company recorded interest expense related to the credit facility of $65 and $165, respectively.~~2020.

	September 30, 2020									December 31, 2019									September 30, 2021						December 31, 2020
	Principal			Unamortized Debt Issuance Costs			Net			Principal			Unamortized Debt Issuance Costs			Net			Principal		Unamortized Debt Issuance Costs		Net		Principal			Unamortized Debt Issuance Costs			Net
Paycheck Protection Program loan	$	2,194		$	—		$	2,194		$	—		$	—		$	—		$	—	$	—	$	—	$	2,194		$	—		$	2,194
Building note payable		1,266			(16	)		1,250			1,384			(20	)		1,364			—		—		—		1,226			(15	)		1,211
Less: Amount due within one year		(1,500	)		4			(1,496	)		(157	)		4			(153	)		—		—		—		(1,626	)		4			(1,622	)
	$	1,960		$	(12	)	$	1,948		$	1,227		$	(16	)	$	1,211		$	—	$	—	$	—	$	1,794		$	(11	)	$	1,783

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

Pursuant to the terms of the Note, the Loan ~~bears~~bore interest at a rate of 1.00% per annum and ~~matures~~matured on April 18, 2022 (the “Maturity Date”). ~~Principal~~Under the terms of the Note, principal and interest payments on the Loan ~~are~~were deferred until November 18, 2020, at which time equal installments of principal and interest ~~will be~~would have been due and payable monthly through the Maturity Date. ~~The Note may be prepaid by~~Subsequent to the Company ~~at any time prior to maturity without penalty. If~~entering into the ~~Company defaults~~Note, in June 2020, the Paycheck Protection Program Flexibility Act of 2020 was enacted, which extended the deferral of principal and interest payments on the ~~Note, the Lender may, at its option, accelerate the maturity of the Company’s obligations under the Note.~~

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

During June 2021, the Company submitted an application to the SBA requesting full forgiveness of the ~~Loan, including eligibility and forgiveness, may be subject to further requirements in regulations and guidance adopted by~~Loan. On July 8, 2021, the Company received notice from the SBA ~~including the Paycheck Protection Flexibility Act enacted in June 2020. The Company has elected to account for~~that the Loan had been forgiven in ~~accordance with~~full, including forgiveness of all interest accrued to date. This formal notice from the ~~terms~~SBA legally released the Company of any obligations under the Loan. As a result, the Company recognized a gain on extinguishment of the PPP loan of $2,220 during the three months ended September 30, 2021. The total gain on extinguishment of debt of $2,220 was comprised of $2,194 related to the forgiveness of principal and $26 related to the forgiveness of accrued interest.

Building Note ~~while its forgiveness eligibility remains subject to review.~~Payable

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

On February 26, 2021, the Company extinguished its building note payable ~~is collateralized by~~in-full through cash payment of $1,199. The Company did not incur any prepayment penalties related to the ~~Company’s facility located in North Huntingdon, Pennsylvania which had a carrying value~~extinguishment of ~~$4,838 at September 30, 2020.~~

~~At December 31, 2019, the Company identified that it was not in compliance with the annual cash flow-to-debt service ratio covenant associated with~~ the building note ~~payable. The~~payable in advance of the maturity date (May 2027). At the extinguishment date, the net carrying amount of the building note payable was $1,185. As a result, during the three months ended March 31, 2021, the Company ~~requested~~recognized a loss on the extinguishment of debt of $14 (included in interest expense in the accompanying condensed statement of consolidated operations and comprehensive loss), which represents the write-off of unamortized debt issuance costs.

As the building note payable was ~~granted a waiver~~terminated in February 2021, there was 0 interest expense related to ~~compliance with this annual covenant at December 31, 2019 and through December 31, 2020. Related~~the building note payable recognized subsequent to the ~~2019 non-compliance, there were no cross-default provisions or related impacts on other lending or financing agreements (Note 12).~~

The provision (benefit) ~~provision~~ for income taxes for the three months ended September 30, 2021 and 2020 was $1 and ~~2019 was~~ ($34) ~~and $15,~~, respectively. The (benefit) provision ~~(benefit)~~ for income taxes for the nine months ended September 30, 2021 and 2020 was ($410) and ~~2019 was~~ $200, ~~and ($686),~~ respectively. The Company has completed a discrete period computation of its provision (benefit) ~~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 three months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~1.0% (benefit~~0.0% (provision on a loss) and ~~0.3% (provision~~1.0% (benefit on a loss), respectively. The effective tax rate for the nine months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~1.9% (provision~~2.4% (benefit on a loss) and ~~5.0% (benefit~~1.9% (provision on a loss), respectively.

For the three months ended September 30, 2021 and the three months and nine months ended September 30, 2020, ~~and~~ the ~~three~~effective tax rate differed from the United States federal statutory tax rate of 21.0% primarily due to net changes in valuation allowances for the period.

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

The Company has provided a valuation allowance for certain of its net deferred tax assets as a result of the Company not generating consistent net operating profits in certain jurisdictions in which it operates. As such, certain benefits from deferred taxes in the periods presented have 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 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:~~13

The Company includes interest and penalties related to income taxes as a component of the (benefit) provision for income taxes in the accompanying condensed statement of consolidated operations and comprehensive loss. There were 0 such interest or penalties included in the (benefit) provision for income taxes for any of the periods presented.

At December 31, 2018, the Company’s 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 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 $257 was offset against net operating loss carryforwards.

On January 24, 2013, the Board 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, provided that the maximum number of shares authorized under the Plan could not exceed 1,992,241 shares, subject to certain adjustments. The maximum number of shares authorized under the Plan was reached on January 1, 2017. At September 30, ~~2020, 495,804~~2021, 412,404 shares remained available for future issuance under the Plan.

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

On February 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 September 30, 2019, the Company recorded a net reversal of $376 to equity-based compensation expense based on a change in 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 and nine months ended September 30, 2020, the Company recorded ~~0equity-based~~0 equity-based compensation expense based on the estimated outcome of the defined financial goals for 2020 under the 2020 Program.

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

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

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

	Three Months Ended					Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,					September 30,				September 30,				September 30,
	2020		2019			2020		2019		2021		2020		2021		2020
Equity-based compensation expense recognized:
Stock options	$	127	$	195		$	316	$	511	$	57	$	127	$	242	$	316
Restricted stock		244		171			490		545		338		244		697		490
Other^(a)		8		(371	)		22		20		55		8		169		22
Total equity-based compensation expense before income taxes		379		(5	)		828		1,076		450		379		1,108		828
Benefit for income taxes^(b)		0		0			0		0		—		—		—		—
Total equity-based compensation expense net of income taxes	$	379	$	(5	)	$	828	$	1,076	$	450	$	379	$	1,108	$	828

At September 30, ~~2020,~~2021, total future compensation expense related to unvested awards yet to be recognized by the Company was ~~$387~~$137 for stock options and ~~$1,664~~$2,460 for restricted stock. Total future compensation expense related to unvested awards yet to be recognized by the Company is expected to be recognized over a weighted-average remaining vesting period of ~~2.3~~0.9 years.

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 for the periods indicated:

	Nine Months Ended		Nine Months Ended
	September 30,		September 30,
	2020	2019	2021	2020
Weighted average fair value per stock option	$5.11 - $6.20	$2.77 - $3.68	$19.04	$5.11 - $6.20
Volatility	58.0% - 58.6%	54.0% - 60.1%	71.1%	58.0% - 58.6%
Average risk-free interest rate	0.2%	1.5% - 2.5%	0.5%	0.2%
Dividend yield	0.0%	0.0%	0.0%	0.0%
Expected term (years)	3.5	2.5 - 3.5	3.5	3.5

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

	Nine Months Ended September 30,														Nine Months Ended September 30,
	2020							2019							2021							2020
	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Outstanding at beginning of period		854,259		$	9.34	$	4.49		621,986		$	10.66	$	5.52		641,232		$	9.80	$	4.74		854,259		$	9.34	$	4.49
Stock options granted		25,022		$	14.40	$	5.99		290,610		$	7.35	$	2.95		4,500		$	38.22	$	19.04		25,022		$	14.40	$	5.99
Stock options exercised		(117,854	)	$	7.28	$	3.12		(40,432	)	$	7.17	$	3.03		(208,259	)	$	11.81	$	6.45		(117,854	)	$	7.28	$	3.12
Stock options forfeited		(79,936	)	$	7.85	$	3.41		(9,773	)	$	7.67	$	3.70		(500	)	$	7.11	$	2.77		(79,936	)	$	7.85	$	3.41
Stock options expired		(26,874	)	$	12.02	$	6.78		(34,332	)	$	16.87	$	10.30		—		$	—	$	—		(26,874	)	$	12.02	$	6.78
Outstanding at end of period		654,617		$	9.81	$	4.75		828,059		$	9.44	$	4.56		436,973		$	9.14	$	4.07		654,617		$	9.81	$	4.75
Exercisable at end of period		506,295		$	10.46	$	5.27		403,479		$	11.30	$	6.02		409,591		$	8.81	$	3.92		506,295		$	10.46	$	5.27
Expected to vest at end of period		148,322		$	7.62	$	3.01		424,580		$	7.68	$	3.18		27,382		$	14.05	$	6.29		148,322		$	7.62	$	3.01

At September 30, ~~2020,~~2021, intrinsic value associated with stock options exercisable and expected to vest was ~~$1,479~~$5,966 and ~~$705,~~$322, respectively. The weighted average remaining contractual term of stock options exercisable and expected to vest at September 30, ~~2020,~~2021, was ~~3.3~~2.3 years and ~~4.0~~3.6 years, respectively. Stock options with an aggregate intrinsic value of $5,906 were exercised by employees during the nine months ended September 30, 2021, resulting in proceeds to the Company from the exercise of stock options of $2,460. Stock options with an aggregate intrinsic value of $1,096 were exercised by employees during the nine months ended September 30, 2020, resulting in proceeds to the Company from the exercise of stock options of $858. Stock options with an aggregate intrinsic value of $358 were exercised by employees during the nine months ended September 30, 2019, resulting in proceeds to the Company from the exercise of stock options of $289. The Company recorded 0 income tax benefit related to these exercises.

	Nine Months Ended September 30,										Nine Months Ended September 30,
	2020					2019					2021					2020
	Shares of Restricted Stock			Weighted Average Grant Date Fair Value		Shares of Restricted Stock			Weighted Average Grant Date Fair Value		Shares of Restricted Stock			Weighted Average Grant Date Fair Value		Shares of Restricted Stock			Weighted Average Grant Date Fair Value
Outstanding at beginning of period		66,513		$	8.76		67,001		$	8.30		188,891		$	9.52		66,513		$	8.76
Restricted stock granted		209,891		$	9.58		66,763		$	8.98		81,083		$	22.12		209,891		$	9.58
Restricted stock vested		(77,013	)	$	8.94		(62,251	)	$	8.65		(87,963	)	$	8.84		(77,013	)	$	8.94
Restricted stock forfeited		0		$	0		(5,000	)	$	6.75		—		$	—		—		$	—
Outstanding at end of period		199,391		$	9.55		66,513		$	8.76		182,011		$	15.47		199,391		$	9.55
Restricted stock expected to vest at end of period		199,391		$	9.55		66,513		$	8.76		182,011		$	15.47		199,391		$	9.55

Restricted stock that vested during the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, had a fair value of $2,424 and $635, ~~and $535,~~ respectively.

Participants have the option to elect net settlement for restricted stock awards. Under net settlement, the Company withholds shares of stock that would otherwise be delivered to the employee and remits cash equal to the fair value of shares withheld to the taxing authority to satisfy tax withholding obligations. During the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, the Company withheld shares with a fair value of ~~$15~~$7 and ~~$68,~~$15, respectively, related to the net settlement of restricted stock awards.

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:

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. At September 30, 2020 and December 31, 2019, the Company had 0 financial instruments (assets or liabilities) measured at fair value 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 as of the dates indicated:~~

The carrying amounts of cash and cash equivalents and restricted cash approximate fair value due to their short-term maturities. The fair value of current portion of long term debt and long-term debt – net of current portion has been estimated by management based on the consideration of applicable interest rates, including certain instruments at variable or floating rates and the nominal fixed interest rate (1.0%) associated with the Company’s PPP Loan (Note 13) and other available information (including quoted prices of similar instruments available to the Company). Cash and cash equivalents and restricted cash were classified as Level 1; Current portion of long-term debt and long-term debt – net of current portion were classified as Level 2.

During the three months and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, the Company conducted a significant portion of its business with a limited number of customers, though not necessarily the same customers for each respective period. For the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, the Company’s five most significant customers represented ~~39.5%~~33.3% and ~~30.2%~~39.5% of total revenue, respectively. For the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, the Company’s five most significant customers represented ~~20.0%~~18.7% and ~~23.8%~~20.0% of total revenue, respectively. At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, accounts receivable from the Company’s five most significant customers were ~~$1,291~~$3,175 and ~~$3,230,~~$1,633, respectively.

Purchases of products and/or services from related parties during the three months and nine months ended September 30, 2019 were $5 and $63, respectively. Purchases of products and/or services by the Company during the three and nine months ended September 30, 2019 primarily included website design services and leased office space (through July 2019) 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) and the purchase of a 3D printing machine and certain ancillary equipment for $30 from an educational institution determined to be a related party on the basis that S. Kent Rockwell serves as a trustee of the educational institution. None of the transactions met a threshold requiring review and approval by the Audit Committee of the Board. There were 0 purchases of products and/or services from related parties during the three or nine months ended September 30, 2020. There were 0 amounts due to related parties associated with the purchase of products and/or services at either September 30, 2020 or December 31, 2019.

The Company also receives the benefit of the corporate use of an airplane from a related party under common control by S. Kent Rockwell for no consideration. There were no such benefits received during the three months ended September 30, 2019. The Company estimates the fair market value of the benefits received during the nine months ended September 30, 2019 was $3. There were no such benefits received during the three months and nine months ended September 30, 2020.

~~Refer to Note 12 for further discussion relating to the Company’s revolving credit facility with a related party.~~

Other (income) expense ~~(income)~~ – net consisted of the following for the periods indicated:

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Interest income	$	(4	)	$	(2	)	$	(19	)	$	(10	)	$	(8	)	$	(4	)	$	(14	)	$	(19	)
Foreign currency losses (gains) - net		299			(136	)		262			(85	)
Foreign currency (gains) losses - net														(36	)		299			112			262
Other – net		19			4			76			30			(4	)		19			(35	)		76
	$	314		$	(134	)	$	319		$	(65	)	$	(48	)	$	314		$	63		$	319

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.

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

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, ~~2019.~~2020.

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

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

In addition to the risk factors previously disclosed in our filings with the Securities and Exchange Commission (the “SEC”), including the items described under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2019 and~~ ~~as modified and supplemented by “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q~~, 2020, the following factors, among others, could cause results to differ materially from forward-looking statements or historical performance: the severity and duration of world health events, including the COVID-19 outbreak ~~of the novel strain of coronavirus COVID-19~~ and the related economic repercussions and operational challenges; the ability of Desktop Metal, Inc., a Delaware corporate (“DM”) and us to consummate the proposed transaction (the planned merger transaction with DM further described in the “Merger Transaction” section below) in a timely manner or at all, including the ability to secure regulatory approvals; impact to our business if the transaction is not consummated; successful integration of DM’s and our businesses and realization of synergies and benefits; the ability of DM to implement business plans, forecasts and other expectations following the completion of the transaction; risk that actual performance and financial results following completion of the transaction differ from projected performance and results; business disruption following the transaction; our ability to consistently generate operating profits; fluctuations in our revenues and operating results; our competitive environment and ~~our~~its competitive position; our ability to enhance our current ~~three-dimensional (“3D”)~~3D printing machines and technology and to develop and introduce new 3D printing machines; our ability to qualify more industrial materials in which weit can print; demand for our products; the availability of skilled personnel; the impact of loss of key management; ~~the impact of market conditions and other factors on the carrying value of long-lived assets; our ability to continue as a going concern;~~ the impact of customer specific terms in machine sale agreements in determining the period in which we recognize revenue; risks related to global operations including effects of ~~COVID-19;~~ foreign ~~currency; the adequacy of sources of liquidity; the amount~~currency and ~~sufficiency of funds for required capital expenditures, working capital, and debt service;~~COVID-19; dependency on certain critical suppliers; nature or impact of 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, cyberattacks, war, terrorism and cancellation or unavailability of insurance coverage; the impact of disruption of our manufacturing facilities or ExOne Adoption ~~Centers (“EACs”);~~Centers; the adequacy of our protection of our intellectual property; expectations regarding demand for our industrial products, ~~operating revenues, operating and maintenance expenses, insurance expenses and deductibles, interest expenses, debt levels,~~ and other matters with regard to ~~outlook~~;outlook; and other factors beyond our control, including the impact of COVID-19. For additional information about other risks and uncertainties that could cause actual results of the proposed transaction to differ materially from those described in the forward-looking statements in this communication of ExOne’s business, financial condition, results of operations and prospects generally, please refer to the Company’s reports filed with the SEC, including without limitation the “Risk Factors” and/or other information included in the Company’s proxy statement on Schedule 14A relating to the proposed transaction filed with the SEC on October 8, 2021, definitive additional materials and other filings by the Company in connection with the proposed transaction and such other reports as ExOne has filed or may file with the SEC from time to time. For additional information about risks and uncertainties that may cause actual results of the proposed transaction to differ materially from those described, please refer to DM’s reports filed with the SEC, including without limitation the “Risk Factors” and/or other information included in such reports. While the list of factors presented here is, and the list of factors presented in the proxy statement/prospectus will be considered representative, no such list should be considered to be a complete statement of all risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Except as required by applicable law, neither DM nor ExOne will update any forward-looking statements to reflect new information, future events, changed circumstances or otherwise.

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

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

The impact of COVID-19 and the related economic, business and market disruptions ~~are evolving rapidly,~~were wide-ranging and ~~their effects are uncertain.~~continue to be significant. As a result of COVID-19, we were required to temporarily close our operations at our North Huntingdon, Pennsylvania facility for the period from March 23 through March 30, 2020. In response to COVID-19, we have incurred incremental costs associated with protecting the health and safety of our global workforce, enhanced sanitization of our global operating facilities, and information technology capabilities for employees operating remotely. Beginning in March 2020, restrictions imposed by various governmental authorities on both domestic and international shipping and travel have caused ~~a disruption~~disruptions to the timing of delivery and installation of our 3D printing machines, resulting in negative impacts to our financial position, results of operations and cash flows. The duration and severity of the outbreak and its long-term impact on our business ~~are uncertain at this time.~~remain uncertain. We are unable to predict the impact that COVID-19 will have on our future financial position, results of operations and cash flows.

In response to adverse market conditions associated with COVID-19, beginning in March 2020 and through April 2020, we initiated various cost savings actions including a mix of employee terminations, furloughs and pay rate reductions, as well as reductions in consulting and other expenses, all in an effort to conserve cash and maintain adequate liquidity. As a result of these actions, and other reduced costs such as global travel, we realized approximately $4,000 in cash cost savings through September 30, 2020. We estimate additional cash cost savings in the range of approximately $1,000 to $2,000 for the remainder of 2020, with approximately $2,000 to $3,000 of the total 2020 cash cost savings sustained into 2021. Given the high level of uncertainty associated with the duration and severity of COVID-19, 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 printers utilizing binder jetting technology for non-polymer-based materials. Our continued focus is to achieve profitable growth via three strategic initiatives:

Our operating results continue to be impacted by a prolonged downturn in global manufacturing trends as a result of COVID-19 which has influenced the capital expenditure investments of our customers. Despite these headwinds, we ended the third quarter of 2021 with a ~~record~~ backlog balance of approximately ~~$42,600.~~$57,300. We expect the combination of our backlog at September 30, ~~2020~~2021 and an acceleration in market adoption of our binder jetting technology, including our ~~newly introduced~~latest printer platforms (our X1 25Pro,^® , X1 160Pro^TM and InnoventPro^® for metal applications, ~~and~~our S-Max Pro for sand applications, and the office-friendly ExOne Metal Designlab^TM printer for ~~sand applications)~~metal or ceramic parts), to provide the basis for our operating stability and growth for the remainder of ~~2020~~2021 and into ~~2021~~2022 despite continuing negative macroeconomic trends for global manufacturing, including the impact of COVID-19.

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

On ~~December 10, 2019, ExOne Property GmbH and ExOne GmbH (our “German Subsidiaries”)~~August 11, 2021, we entered into ~~a purchase agreement~~an Agreement and Plan of Merger (the ~~“Purchase~~“Merger Agreement”) with ~~Solidas Immobilien und Grundbesitz GmbH,~~Desktop Metal, Inc., a ~~private, unaffiliated German real estate investor~~Delaware corporation (“DM”), Texas Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of DM (“Merger Sub I”) and Texas Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of DM (“Merger Sub II”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into us, with ExOne surviving the merger as a wholly owned subsidiary of DM (the ~~“Buyer”~~“First Merger”) and immediately thereafter, we will merge with and into Merger Sub II, with Merger Sub II surviving the subsequent merger (the “Second Merger”, and, together with the First Merger, the “Mergers”).

Subject to the terms and conditions of the Merger Agreement, our stockholders will receive, in exchange for ~~the sale~~each share of our ~~European headquarters~~common stock held immediately prior to the Mergers, (i) $8.50 in cash and ~~operating facility in Gersthofen, Germany (the “Facility”)~~(ii) a number of shares of DM common stock, equal to the Exchange Ratio (defined below).

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

On October 20, 2021, we and DM received clearance from the German Federal Ministry for Economic Affairs and Energy, a ~~cash price~~foreign investment regulatory authority, that the transactions contemplated by the Merger Agreement have been cleared pursuant to section 58a paragraph 1 of ~~approximately $18,500 (€17,000),~~the German Foreign Trade and Payments Ordinance. Additionally, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on October 28, 2021 at 11:59 p.m. Eastern Time. Accordingly, we and DM have now received all regulatory approvals required as a condition to consummate the Mergers.

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

During the three months and nine months ended September 30, 2021, we incurred expenses associated with the planned merger transaction of $3,376 and $3,477, respectively, all of which ~~approximately $2,200 was received prior to December 31, 2019. Concurrently with~~are included in selling, general and administrative expenses in the ~~execution~~accompany condensed statement of ~~the Purchase Agreement, ExOne GmbH~~consolidated operations 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.comprehensive loss.

As a result of the completion of the sale-leaseback transaction further discussed above, we recorded or expect to record the following effects on our results of operations, financial condition and cash flows:

At September 30, ~~2020,~~2021, our backlog was approximately ~~$42,600~~$57,300 of which approximately ~~$35,500~~$50,700 is expected to be fulfilled during the next twelve months notwithstanding uncertainty related to the impact of COVID-19 (further discussed above) including, but not limited to, domestic and international shipping and travel restrictions brought about by COVID-19, which could have an adverse effect on the timing of delivery and installation of products and/or services to customers. At December 31, ~~2019,~~2020, our backlog was approximately ~~$31,100~~$39,400 and at September 30, ~~2019~~2020 our backlog was approximately ~~$25,800.~~$42,600.

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

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

Net loss for the three months ended September 30, ~~2020~~2021 was ~~$3,273,~~$4,907, or ~~$0.19~~$0.22 per basic and diluted share, compared with a net loss of ~~$4,844,~~$3,273, or ~~$0.30~~$0.19 per basic and diluted share, for the three months ended September 30, ~~2019.~~2020. The ~~decrease~~increase in our net loss was ~~principally due to an increase in revenue and gross profit,~~ primarily due to ~~a higher volume of sales of 3D printing machines combined with a decrease~~increases in ~~operating expenses (research and development and~~both selling, general and administrative ~~expenses) primarily as~~expenses and research and development expenses (further described below), partially offset by a ~~result~~$2,220 gain on the extinguishment of ~~certain cost savings actions taken,~~the Paycheck Protection Program (the “PPP”) loan and ~~other cost reductions realized, as a result of COVID-19.~~increases in gross margin (further described below).

Net loss for the nine months ended September 30, ~~2020~~2021 was ~~$10,944,~~$16,621, or ~~$0.65~~$0.76 per basic and diluted share, compared with a net loss of ~~$13,129,~~$10,944, or ~~$0.81~~$0.65 per basic and diluted share, for the nine months ended September 30, ~~2019.~~2020. The ~~decrease~~increase in our net loss was ~~principally~~primarily due to ~~lower operating~~increases in both selling, general and administrative expenses ~~primarily as a result of certain cost savings actions taken,~~ and ~~other cost reductions realized, as a result of COVID-19~~research and development expenses (further described below) and the absence of ~~costs associated with~~ ~~the GIFA international foundry show in Dusseldorf, Germany (a once every four-year event), which we attended in June 2019. We also recognized~~ a gain of $1,462 recognized during the three months ended March 31, 2020 associated with the sale-leaseback of our European headquarters and operating facility in Gersthofen, Germany. Partially offsetting ~~the decrease~~these increases in net loss ~~during~~was a $2,220 gain on the ~~three months ended March 31, 2019, we recorded an income tax benefit~~extinguishment 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.~~PPP loan and increases in gross margin (further described below).

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

	Three Months Ended								Nine Months Ended								Three Months Ended								Nine Months Ended
	September 30,								September 30,								September 30,								September 30,
	2020				2019				2020				2019				2021				2020				2021				2020
3D printing machines	$	10,488	60.3	%	$	3,972	36.5	%	$	21,703	51.8	%	$	16,532	46.3	%	$	10,792	56.7	%	$	10,488	60.3	%	$	26,200	51.5	%	$	21,703	51.8	%
3D printed and other products, materials and services		6,911	39.7	%		6,912	63.5	%		20,178	48.2	%		19,210	53.7	%		8,251	43.3	%		6,911	39.7	%		24,646	48.5	%		20,178	48.2	%
	$	17,399	100.0	%	$	10,884	100.0	%	$	41,881	100.0	%	$	35,742	100.0	%	$	19,043	100.0	%	$	17,399	100.0	%	$	50,846	100.0	%	$	41,881	100.0	%

Revenue for the three months ended September 30, ~~2020~~2021 was ~~$17,399,~~$19,043, compared with revenue of ~~$10,884~~$17,399 for the three months ended September 30, ~~2019,~~2020, an increase of ~~$6,515,~~$1,644, or ~~59.9%~~9.4%. The increase in revenue resulted from an increase in revenue attributable to both of our ~~3D printing machines~~ product ~~group, primarily due to a higher volume of sales of 3D printing machines.~~groups.

The increase in ~~revenues~~revenue from 3D printing machines of ~~$6,516~~$304 for the three months ended September 30, ~~2020,~~2021, or ~~164.0%~~2.9%, as compared to the same period in the prior year, resulted primarily from higher volumes ~~(13~~(21 units sold during the three months ended September 30, ~~2020~~2021 versus ~~nine~~13 units sold during the three months ended September 30, ~~2019) including contributions from our fourth quarter 2019 product introductions, the S-Max Pro~~^TM ~~(sand) and X1 25Pro~~^TM ~~(metal) platforms and a favorable~~2020), partially offset by an unfavorable mix of ~~machine~~machines sold.

~~Revenue~~The increase in revenue from 3D printed and other products, materials and services for the three months ended September 30, ~~2020 was generally consistent~~2021 of $1,340, or 19.4%, resulted primarily from an increase of $680 associated with ~~the three months ended September 30, 2019. Comparably, increases in our aftermarket revenues of $572, driven by increases in our global installed base of 3D printing machines, and~~ funded research and development arrangements ~~of $283, driven by~~ primarily related to work performed in connection with two larger government projects and an automotive project, which commenced during the three months ended December 31, 2019, were offset by decreases in revenues associated with our global sand EAC network of $918 based on lower end market demand as a result of the impact of COVID-19 on the macroeconomic environment.

~~Revenue for both product groups were impacted by COVID-19, including disruptions to domestic and international shipping and travel in addition to the negative macroeconomic effects.~~

~~Revenue for the nine months ended September 30, 2020 was $41,881, compared with revenue of $35,742 for the nine months ended September 30, 2019,~~ an increase of ~~$6,139, or 17.2%. The increase in revenue resulted from an increase in revenue attributable to both our product groups.~~ $463

The increase in revenues from 3D printing machines of $5,171 for the nine months ended September 30, 2020, or 31.3%, as compared to the same period in the prior year, resulted from higher volumes (35 units sold during the nine months ended September 30, 2020 versus 30 units sold during the nine months ended September 30, 2019) and a favorable mix of machines sold.

The increase in revenues from 3D printed and other products, materials and services of $968 for the nine months ended September 30, 2020, or 5.0%, as compared to the same period in the prior year, resulted from an increase of $1,177 in consumable materials and aftermarket revenues based on growth in our global installed base of 3D printing machines and an increase of ~~$897~~$383 in sand EAC revenues based on higher customer demand for indirect printed products. Offsetting these increases was a reduction of revenue of $282 from our global metal EACs based on lower customer demand for direct printed products.

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

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

The increase in revenue from 3D printed and other products, materials and services of $4,468 for the nine months ended September 30, 2021, or 22.1%, resulted primarily from an increase of $2,734 in consumable materials and aftermarket revenues based on growth in our global installed base of 3D printing machines and an increase of $2,005 associated with funded research and development arrangements ~~primarily due~~(related to ~~an automotive project which commenced during the three months ended December 31, 2019.~~work performed on multiple government and commercial projects). Offsetting these increases were reductions in ~~revenues~~revenue of ~~$1,098~~$490 from our global EACs ~~(metal and sand)~~(primarily driven by reductions in revenue at the metal EACs) based on lower ~~end market~~customer demand ~~as a result of the impact of COVID-19 on the macroeconomic environment~~for printed products..

Revenue for both product groups ~~were~~was negatively impacted by COVID-19, including disruptions to domestic and international shipping and travel (which caused delays in the timing of delivery and installation of 3D printing machines, driving corresponding delays in revenue recognition) in addition to ~~the~~ negative macroeconomic ~~effects.~~effects on global manufacturing.

Cost of sales for the three months ended September 30, ~~2020~~2021 was ~~$13,500,~~$13,721, compared with cost of sales of ~~$8,006~~$13,500 for the three months ended September 30, ~~2019,~~2020, an increase of ~~$5,494,~~$221, or ~~68.6%~~1.6%. Gross profit for the three months ended September 30, ~~2020~~2021 was ~~$3,899,~~$5,322, compared with gross profit of ~~$2,878~~$3,899 for the three months ended September 30, ~~2019,~~2020, an increase of ~~$1,021.~~$1,423. Gross profit percentage was 27.9% for the three months ended September 30, 2021, compared with 22.4% for the three months ended September 30, ~~2020, compared with 26.4% for the three months ended September 30, 2019.~~2020.

The increase in gross profit ~~during the three months ended September 30, 2020~~ was primarily due to higher revenue volumes, favorable product warranty experience and ~~lower fixed overhead costs,~~higher contribution margin from 3D printing machine sales based on the mix of machines sold, partially offset by ~~lower realized pricing on products sold (including sales of our X1 25Pro platform following its initial market introduction in the fourth quarter of 2019~~higher overhead costs, including higher productive workforce costs due to increased headcount, and the ~~sale~~continued impact of ~~a discontinued sand system during the three months ended September 30, 2020)~~operating inefficiencies and ~~unfavorable warranty experience. Lower fixed overhead costs during the three months ended September 30, 2020 were~~challenges driven by ~~a reduction~~the COVID-19 operating environment, resulting in labor, travel, and other discretionary manufacturing expense based on actions taken and other realized reductions as a result of COVID-19. These decreases were offset by an increase in 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.higher input costs.

Cost of sales for the nine months ended September 30, ~~2020~~2021 was ~~$31,263,~~$38,648, compared with cost of sales of $31,263 for the nine months ended September 30, ~~2019 of $25,080,~~2020, an increase of ~~$6,183,~~$7,385, or ~~24.7%~~23.6%. Gross profit for the nine months ended September 30, ~~2020~~2021 was ~~$10,618,~~$12,198, compared with gross profit of ~~$10,662~~$10,618 for the nine months ended September 30, ~~2019, a decrease~~2020, an increase of ~~$44.~~$1,580. Gross profit percentage was 24.0% for the nine months ended September 30, 2021, compared with 25.4% for the nine months ended September 30, ~~2020, compared with 29.8% for the nine months ended September 30, 2019.~~2020.

The ~~decrease~~increase in gross profit during the nine months ended September 30, ~~2020~~2021 was primarily due to ~~lower realized pricing on products (including~~ ~~sales of our X1 25Pro platform following its initial market introduction in the fourth quarter of 2019~~higher revenue volumes and ~~the sale of a discontinued sand system during the three months ended September 30, 2020) and unfavorable~~favorable product warranty experience, partially offset by higher ~~revenue volumes and lower fixed overhead costs. Lower fixed~~ overhead costs, ~~during~~including higher productive workforce costs due to increased headcount, and the ~~nine months ended September 30, 2020 were~~continued impact of operating inefficiencies and challenges driven by ~~a reduction~~the COVID-19 operating environment, resulting in ~~labor, travel, and other discretionary manufacturing expense based on actions taken and other realized reductions as a result of COVID-19.~~ These decreases were offset by an increase in 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.higher input costs.

Research and development expenses for the three months ended September 30, ~~2020~~2021 were ~~$2,013,~~$2,909, compared with research and development expenses of ~~$2,430~~$2,013 for the three months ended September 30, ~~2019, a decrease~~2020, an increase of ~~$417,~~$896, or ~~17.2%~~44.5%. The ~~decrease~~increase in research and development expenses was primarily due to ~~decreases~~an increase of $376 in material-related costs incurred associated with ~~COVID-19, including reductions~~systems and materials development of binder jetting technology and an increase of $369 in employee-related costs, of $84 and travel-related expenses of $53. In addition, material-related costs decreased by $159 and consulting and professional fees decreased by $72 based on reductions in machine and material development spending between the periods.principally due to headcount increases.

Research and development expenses for the nine months ended September 30, ~~2020,~~2021 were ~~$6,858~~$8,541, compared with research and development expenses of ~~$7,399~~$6,858 for the nine months ended September 30, ~~2019, a decrease~~2020, an increase of ~~$541,~~$1,683, or ~~7.3%~~24.5%. The ~~decrease~~increase in research and development expenses iswas primarily due to ~~decreases~~an increase of $952 in material-related costs incurred associated with ~~COVID-19, including reductions~~systems and materials development of binder jetting technology and an increase of $819 in employee-related costs, of $17 and travel-related expenses of $62. In addition, material-related costs decreased by $389 and consulting and professional fees decreased by $198 based on reductions in machine and material development spending between the periods.principally due to headcount increases.

Selling, general and administrative expenses for the three months ended September 30, ~~2020~~2021 were ~~$4,825,~~$9,585, compared with selling, general and administrative expenses of ~~$5,326~~$4,825 for the three months ended September 30, ~~2019, a decrease~~2020, an increase of ~~$501,~~$4,760, or ~~9.4%~~98.7%. The ~~decrease~~increase in selling, general and administrative expenses was ~~principally~~primarily due an increase of $3,431 in consulting and professional fees (principally due to ~~decreases associated with COVID-19, including~~$3,376 in expenses related to the planned merger transaction), an increase in employee-related costs of ~~$252, travel-related expenses~~$949 due to investments in our commercial infrastructure, an increase of ~~$154~~$148 in sales promotion and trade show expenses, ~~of $86. In addition, consulting~~ and ~~professional fees decreased $198 and net provisions for bad debts decreased $400 due to the absence of a specific customer provision recorded in the 2019 period. Offsetting these decreases was~~ an increase of $107 in sales commissions of $218 consistent with our increase in revenues for the comparable period and the absence of a net reversal of $310 to equity-based compensation expenses related to the 2019 Program based on changes in the estimated outcome of the defined financial goals for 2019 under the 2019 Program.travel-related expenses.

Selling, general and administrative expenses for the nine months ended September 30, ~~2020~~2021 were ~~$15,476,~~$22,676, compared with selling, general and administrative expenses of ~~$16,916~~$15,476 for the nine months ended September 30, ~~2019, a decrease~~2020, an increase of ~~$1,440,~~$7,200, or ~~8.5%~~46.5%. The ~~decrease~~increase in selling, general and administrative expenses was ~~principally~~primarily due to ~~reductions~~an increase of $4,197 in ~~trade show expenses of $766 due to COVID-19 and the absence of costs associated with the~~ ~~GIFA international foundry show in Dusseldorf, Germany (a once every four-year event), lower travel expenses of $418 as a result of COVID-19 global travel restrictions, lower~~ consulting and professional fees ~~of $580, lower equity-based and other incentive compensation of $295 and a reduction~~(principally due to $3,477 in ~~provision for bad debts of $268 (further described above). Offsetting these decreases were increases~~expenses related to the planned merger transaction), an increase in ~~employee~~employee-related costs of ~~$603 primarily~~$1,239 due to investments ~~made to~~in our commercial ~~operations, offset by actions taken (terminations and furloughs) in response to COVID-19~~infrastructure, and an increase in ~~sales~~ commissions of ~~$322 consistent with our~~$468 based on higher revenues. There was also an increase of $434 in sales promotion and trade show expenses, a $267 increase in ~~revenues~~equity-based compensation expense, and a $251 increase in insurance expense due to increased coverage and higher premiums for the ~~comparable period.~~nine months ended September 30, 2021.

Interest expense for the three months ended September 30, ~~2020~~2021 was ~~$54,~~$2, compared with interest expense of ~~$85~~$54 for the three months ended September 30, ~~2019,~~2020, a decrease of ~~$31,~~$52, or ~~36.5%~~96.3%. The decrease in interest expense was primarily due to the absence of $34 in interest expense associated with the related party revolving credit facility recognized during the three months ended September 30, 2020 and the absence of $18 in interest expense associated with the building note payable recognized during the three months ended September 30, 2020. The related party revolving credit facility was terminated (Note 10) and the building note payable was extinguished (Note 11) during the three months ended March 31, 2021.

Interest expense for the nine months ended September 30, ~~2020~~2021 was ~~$171,~~$169, compared with interest expense of ~~$227~~$171 for the nine months ended September 30, ~~2019,~~2020, a decrease of ~~$56,~~$2, or ~~24.7%~~1.2%. The decrease in interest expense ~~for both periods~~ was ~~principally~~primarily due to ~~lower~~the absence of interest expense associated with ~~our~~the related party revolving credit facility ~~(including lower~~following its termination during the three months ended March 31, 2021 (Note 10) and the absence of interest expense associated with the building note payable following its extinguishment during the three months ended March 31, 2021 (Note 11). We recognized interest expense of $113 associated with the related party revolving credit facility and $55 of interest expense associated with the building note payable during the nine months ended September 30, 2020. These decreases in interest expense were mostly offset by a $105 loss on the extinguishment of debt ~~issuance cost amortization) following amendment~~recognized during the nine months ended September 30, 2021 due to the termination of the ~~Credit Agreement (which reduced~~related party revolving credit facility and a $14 loss on extinguishment of debt recognized during the ~~borrowing capacity~~nine months ended September 30, 2021 due to the extinguishment of the ~~facility) and~~building note payable.

Additionally, during the ~~extension~~three months ended September 30, 2021, the Company received notice of full forgiveness of the ~~term~~PPP loan. As a result, the Company recognized a gain on extinguishment of the ~~credit facility in February 2020.~~PPP loan of $2,220 during the three months ended September 30, 2021 (Note 11). The total gain on extinguishment of debt of $2,220 was comprised of $2,194 related to the forgiveness of principal and $26 related to the forgiveness of accrued interest.

Other (income) expense ~~(income)~~ – net for the three months ended September 30, ~~2020~~2021 was ~~$314,~~($48), compared with other expense (income) – net of ~~($134)~~$314 for the three months ended September 30, ~~2019.~~2020. The change of ~~$448~~$362 was principally due to ~~unfavorable~~favorable foreign exchange rate changes and the related impact on certain intercompany transactions between subsidiaries for which settlement has occurred or is planned.

Other expense (income) – net for the nine months ended September 30, ~~2020~~2021 was ~~$319~~$63, compared with other expense (income) – net of ~~($65)~~$319 for the nine months ended September 30, ~~2019.~~2020. The ~~change~~decrease of ~~$384~~$256 was principally due to ~~unfavorable~~favorable foreign exchange rate changes and the related impact on certain intercompany transactions between subsidiaries for which settlement has occurred or is planned.

The provision (benefit) ~~provision~~ for income taxes for the three months ended September 30, 2021 and 2020 was $1 and ~~2019 was~~ ($34) ~~and $15,~~, respectively. The (benefit) provision ~~(benefit)~~ for income taxes for the nine months ended September 30, 2021 and 2020 was ($410) and ~~2019 was~~ $200, ~~and ($686),~~ respectively. We have completed a discrete period computation of our provision (benefit) ~~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 three months ended September 30, 2021 and 2020 was 0.0% (provision on a loss) and ~~2019 was~~ 1.0% (benefit on a loss) ~~and 0.3% (provision on a loss)~~, respectively. The effective tax rate for the nine months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~1.9% (provision~~2.4% (benefit on a loss) and ~~5.0% (benefit~~1.9% (provision on a loss), respectively.

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

We have provided a valuation allowance for certain of our net deferred tax assets as a result of our inability to generate consistent net operating profits in certain jurisdictions in which we operate. As such, certain benefits from deferred taxes in the periods presented have 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 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.

During the three months ended September 30, 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 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.

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.

We have incurred a net loss in each of our annual periods since our inception. We incurred a net loss of ~~$3,273~~$4,907 and ~~$10,944~~$16,621 for the three months and nine months ended September 30, ~~2020,~~2021, respectively. At September 30, ~~2020,~~2021, we had ~~$39,428~~$122,809 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).~~

Since our inception we have received cumulative unrestricted net proceeds from the sale of our common stock (through our initial public offering and subsequent public offerings, including at-the-market offerings) of ~~$195,847~~$303,255 to fund our operations. 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 (including the at-the-market offerings further described below).

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

In February 2021, following the termination of the Equity Distribution Agreement, we entered into ~~a separate equity distribution~~an underwriting agreement ~~(the “Canaccord Equity Distribution Agreement”)~~ with Stifel, Nicolaus & Company, Incorporated, Canaccord ~~Genuity LLC (“Canaccord”),~~and certain other underwriters pursuant to which ~~Canaccord~~we agreed to ~~act as sales agent in the sale of~~issue and sell up to ~~$25,000 in the aggregate~~1,666,667 shares of our common stock ~~in “at-the-market offerings”~~at a public offering price of $54.00 per share. Under the agreement, we agreed to pay underwriting discounts and commissions of $2.835 per share, as ~~defined in Rule 415 under~~well as reimburse the ~~Securities Act. The terms of both~~underwriters for certain expenses. In addition, we granted the ~~Oppenheimer Equity Distribution Agreement and the Canaccord Equity Distribution Agreement require~~underwriters a ~~3.0% commission on the sale~~30-day option to purchase up to an additional 205,907 shares of our common stock ~~as well as reimbursement~~at the public offering price, less underwriting discounts and commissions. The underwriters exercised their option to purchase 205,907 shares of ~~certain~~our stock in-full.

As a result of this common stock offering, during February 2021, we sold 1,872,574 shares of our common stock and received net proceeds (after deducting underwriting discounts and commissions) of $95,725. We incurred expenses ~~incurred by~~(other than underwriting discounts and commissions) associated with the ~~sales agent.~~

~~During~~common stock offering of $266, all of which was recognized during the three months ended ~~September 30, 2020, we~~March 31, 2021.

We have not sold ~~2,060,878~~any shares of common stock in the above-described at-the market offerings (1,822,274 shares under the Oppenheimer Equity Distribution Agreement and 238,604 shares under the Canaccord Equity Distribution Agreement) at an average selling price of $12.26 per share, resulting in net proceeds to us (after deducting commissions) of $24,512. During the nine months ended September 30, 2020, we sold 2,443,479 shares of common stock in the above-described at-the-market offerings (2,204,875 shares under the Oppenheimer Equity Distribution Agreement and 238,604 shares under the Canaccord Equity Distribution Agreement) at an average selling price of $11.73 per share, resulting in net proceeds to us (after deducting commissions) of $27,800. During the three months and nine months ended September 30, 2020, we incurred expenses (other than commissions) associated with at-the-market offerings of $124 and $314, respectively. At September 30, 2020, $213 of the expenses (other than commissions) associated with at-the-market offerings remained unpaid, of which $147 was included in accounts payable and $66 was included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet.

There have been no sales of shares of common stock in at-the-market offerings subsequent to September 30, 2020. Future sales of securities in at-the-market offerings and under our active shelf registration statement, if any, are dependent on market conditions, which may restrict the timing and extent of any future offering of securities by us.

~~In addition to net proceeds from the sale~~ of our common stock ~~on April 18, 2020, we received additional unrestricted cash proceeds of $2,194 in connection with a Paycheck Protection Program loan (further discussed below).~~

~~We have previously exhibited our ability~~through common stock offerings subsequent 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 COVID-19, beginning in March 2020 and through April 2020, we commenced various cost savings actions including a mix of employee terminations, furloughs and pay rate reductions, as well as reductions in consulting and other expenses, all in an effort to conserve cash and 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 capital (in addition to those further discussed above). We may also seek to raise additional capital to support our growth through the ~~incurrence of additional debt, the sale of equity or other alternatives (including asset sales) or a combination thereof.~~February 2021 common stock offering.

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 ~~the~~our Executive Chairman ~~of the Company~~ (a related party) at such date and is currently our Chairman, ~~of the Company,~~ 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 5.1% at September 30, 2020).~~points. The Credit Agreement required a commitment fee of 75 basis points, or 0.75%, on the unused portion of the facility, payable monthly in arrears. In addition, an up-front commitment fee of 125 basis points, or 1.25% ($188), was required at closing. Borrowings under the Credit Agreement were collateralized by the accounts receivable, inventories and machinery and equipment of the Loan Parties.

Under the terms of the amended credit facility, we could make prepayments against outstanding borrowings, reduce the credit ~~facility are required to be made in minimum increments of $1,000. We may~~commitment or 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~~

On March 5, 2021, we terminated the amended Credit Agreement at any time without penalty. At December 31, 2019 and September 30, 2020, the total estimated value of collateral was in significant excess of the maximum borrowing capacity under the credit facility.

~~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 Company’s Board of Directors (the “Board”), in accordancerevolving credit facility. There were no penalties associated 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~~related party revolving credit facility. Due to the ~~escrow agent, while interest payments will be made directly to LBM. Provided there exists no potential default or event of default,~~termination, we accelerated the ~~amended Credit Agreement and the escrow agreement prohibit any acceleration of repayment of any amount outstanding under the amended Credit Agreement and prohibit termination~~amortization of the ~~amended Credit Agreement or withdrawal from escrow~~remaining debt issuance costs associated with the related party revolving credit facility, resulting in recognition of a $105 loss on the extinguishment of debt during the three months ended March 31, 2021.

As the credit facility was terminated in March 2021, we did not recognize any ~~unused portion of~~interest expense related to the ~~available loan proceeds.~~

credit facility recognized subsequent to the three months ended March 31, 2021. There were no borrowings under the credit facility during the three or nine months ended September 30, 2020 or 2019. There were no borrowings outstanding under the credit facility at either September 30, 2020 or December 31, 2019. At September 30, 2020 and December 31, 2019, $8 and $28, respectively, associated with the commitment fee on the unused portion of the revolving credit facility were included in accounts payable on the accompanying condensed consolidated balance sheet. Amounts payable2021 prior to ~~LBM at September 30, 2020 and December 31, 2019 were settled by us in October 2020 and January 2020, respectively.~~its termination.

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

Pursuant to the terms of the Note, the Loan ~~bears~~bore interest at a rate of 1.00% per annum and ~~matures~~matured on April 18, 2022 (the “Maturity Date”). ~~Principal~~Under the terms of the Note, principal and interest payments on the Loan ~~are~~were deferred until November 18, 2020, at which time equal installments of principal and interest ~~will be~~would have been due and payable monthly through the Maturity Date. ~~The~~Subsequent to us entering into the Note, ~~may be prepaid by us at any time prior to maturity without penalty. If we default~~in June 2020, the Paycheck Protection Program Flexibility Act of 2020 was enacted, which extended the deferral of principal and interest payments on the ~~Note, the Lender may, at its option, accelerate the maturity of our obligations under the Note.~~

Loan from November 2020 to August 2021. Pursuant to the terms of the PPP, the Loan, or a portion thereof, ~~may~~could be forgiven if Loan proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, costs used to continue group health care benefits, mortgage interest payments, rent and utilities. We ~~intend to use~~used all ~~or a significant majority~~ of the Loan proceeds for qualifying expenses.~~The terms~~

During June 2021, we submitted an application to the SBA requesting full forgiveness of the ~~Loan, including eligibility and forgiveness, may be subject to further requirements in regulations and guidance adopted by~~Loan. On July 8, 2021, we received notice from the SBA that the Loan had been forgiven in full, including forgiveness of all interest accrued to date. This formal notice from the ~~Paycheck Protection Flexibility Act enacted in June 2020. We have elected~~SBA legally released us of any obligations under the Loan. As a result, we recognized a gain on extinguishment of the PPP loan of $2,220 during the three months ended September 30, 2021. The total gain on extinguishment of debt of $2,220 was comprised of $2,194 related to ~~account~~the forgiveness of principal and $26 related to the forgiveness of accrued interest.

On May 21, 2012, we entered into a building note payable with an unrelated United States bank. Terms of the building note payable included monthly payments of $18, including interest at 4.00% through May 2017, and subsequently, monthly payments of $19

including interest at the monthly average yield on United States Treasury Securities plus 3.25% for the ~~Loan in accordance with the terms~~remainder of the ~~Note while its forgiveness eligibility remains subject~~term through May 2027.

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

As the building note payable was terminated in February 2021, we did not recognize any interest expense related to the building note payable subsequent to the three months ended March 31, 2021.

The following table summarizes the significant components of cash flows for the periods indicated, and our cash, cash equivalents, and restricted cash balances asat the end of each of the periods indicated:

	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2021			2020
Net cash used for operating activities	$	(12,615	)	$	(4,323	)	$	(18,046	)	$	(12,615	)
Net cash provided by (used for) investing activities		15,457			(610	)
Net cash (used for) provided by investing activities								(3,451	)		15,457
Net cash provided by financing activities		30,556			2,100			96,460			30,556
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		295			(187	)		(460	)		295
Net change in cash, cash equivalents, and restricted cash	$	33,693		$	(3,020	)	$	74,503		$	33,693

	September 30, 2020			December 31, 2019			September 30, 2021			December 31, 2020
Cash and cash equivalents	$	39,428		$	5,265		$	122,809		$	49,668
Restricted cash		508			978			1,870			508
Cash, cash equivalents, and restricted cash	$	39,936		$	6,243		$	124,679		$	50,176

Net cash used for operating activities for the nine months ended September 30, ~~2020~~2021 was ~~$12,615,~~$18,046, compared with net cash used for operating activities of ~~$4,323~~$12,615 for the nine months ended September 30, ~~2019.~~2020. The increase in net cash outflows of ~~$8,292~~$5,431 was due principally to an ~~unfavorable change~~increase in our net ~~working capital attributable to~~loss, net of noncash items, a decrease in net cash inflows from customers (principally due to the timing of cash collections on 3D printing machine sales) and an increase in net cash outflows related to inventories. Partially offsetting these increases in net cash outflows was an increase in net cash inflows related to the timing of payments to our suppliers and vendors for our production and operating expenses. ~~The unfavorable change in net working capital was partially offset by a decrease in net loss (net of noncash items).~~

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 which are expected to offset lower commercial activity (customer prepayments) stemming from the impact of COVID-19.

Net cash ~~provided by~~used for investing activities for the nine months ended September 30, ~~2020~~2021 was ~~$15,457,~~$3,451, compared with net cash ~~used for~~provided by investing activities of ~~$610~~$15,457 for the nine months ended September 30, ~~2019.~~2020.

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

For the nine months ended September 30, 2020, net cash provided by investing activities included $16,229 in proceeds from the sale of property and equipment, including the sale-leaseback of our European headquarters and operating facility in Gersthofen, Germany.

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

We expect our remaining 2020 capital expenditures to be limited to spending associated with sustaining our existing operations and strategic asset acquisition and deployment (additional estimated spending of approximately less than $1,000, which reflects a reduced spending target as part of our capital conservation plans in response to COVID-19 and its effect on our operations).

Net cash provided by financing activities for the nine months ended September 30, ~~2020~~2021 was ~~$30,556,~~$96,460, compared with net cash provided by financing activities of ~~$2,100~~$30,556 for the nine months ended September 30, ~~2019.~~2020.

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

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

borrowings on long-term debt associated with our PPP Loan (further discussed above).

~~For the nine months ended September 30, 2019, net cash provided by financing activities included cash inflows of $2,000 associated with borrowings under our related party revolving credit facility.~~

~~Activity for both periods included cash inflows associated with~~ and $858 in proceeds from the exercise of stock options by ~~employees and cash outflows associated with principal payments on outstanding debt.~~employees.

The following summarizes the material changes in our financial condition from December 31, ~~2019~~2020 to September 30, ~~2020:~~2021:

Restricted cash ~~decreased~~increased by ~~$470 following~~$1,362 due to an ~~amendment to our credit facility agreement with a German bank completed~~increase in ~~February 2020 which relieved us of a cash collateral requirement for~~ financial guarantees and letters of credit issued through our credit facility with a German bank, resulting in an increase of $1,270 in required cash collateral associated with those financial guarantees and letters of credit, and due to $92 in additional cash collateral required by ~~us for commercial transactions requiring security for amounts up~~a United States bank related to ~~approximately $1,200.~~our corporate credit card program.

Accounts receivable ~~decreased~~increased by ~~$982~~$3,487 based on the timing of cash payments by customers (principally the timing of cash collections on 3D printing machine sales).

Inventories increased by ~~$2,417~~$4,516 due to increases in raw material inventories and work in process inventories consistent with our growth in backlog. ~~Inventories have also been impacted (primarily the increase in finished goods inventories) as a result of disruptions in delivery and installation of our 3D printing machines as a result of COVID-19.~~

Prepaid expenses and other current assets increased by ~~$1,666, mostly~~$1,862, primarily due to increases in prepayments to suppliers for 3D printing machine components and subassemblies and increases in prepaid insurance ~~(based on the timing of payments~~(primarily due to ~~providers as compared to the period of coverage)~~increased coverage and higher premiums).

Property and equipment – net ~~decreased~~increased by ~~$17,971,~~$1,515, mostly due to capital expenditures of $3,201 and net transfers of 3D printing machines from inventory to property and equipment of $1,610, partially offset by a decrease due to depreciation expense of $2,720 recognized during the ~~impact~~period. The remaining decrease was primarily due to the effect of changes in foreign exchange rates on property and equipment balances recorded in Germany and Japan.

Operating lease right-of-use assets decreased by $1,554, principally due to the amortization of the ~~sale-leaseback of~~right-of-use asset associated with the lease for our European headquarters and operating facility in Gersthofen, Germany ~~(which resulted in a derecognition of $17,282 of related property and equipment) and depreciation expense of $2,925 incurred~~ during the period. ~~These decreases were offset by increases associated with capital expenditure additions of $885 and net transfers from inventory to property and equipment of 3D printing machines of $1,337.~~

~~Operating lease right-of-use assets increased by $3,846, principally as a result of the sale-leaseback transaction further discussed above.~~

Accounts payable ~~decreased~~increased by ~~$1,373~~$3,156 due to the timing of payments to our suppliers and vendors for our production and operating expenses.

Accrued expenses and other current liabilities ~~decreased~~increased by ~~$1,779, mostly~~$1,788, principally due to an increase of $1,668 in accrued professional services fees (primarily the ~~sale-leaseback transaction further discussed above based on~~accrual of expenses incurred in connection with the ~~release of $2,243 of a deposit liability received from the buyer in December 2019.~~planned merger transaction).

Operating lease liabilities ~~increased $3,846,~~decreased by $1,554, principally ~~as a result of~~due to payments made under the ~~sale-leaseback transaction further discussed above.~~lease agreement for our European headquarters and operating facility in Gersthofen, Germany during the period.

Contract liabilities increased ~~$756~~$3,015 based on the timing of cash payments by customers (principally the timing of cash collections on 3D printing machine sales consistent with growth in our backlog). Contract liabilities have also been impacted as a result of disruptions in delivery and installation of our 3D printing machines as a result of COVID-19.

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

At September 30, 2021, total outstanding financial guarantees and letters of credit issued by us were $2,522 (€2,176), of which $2,429 (€2,096) were issued through the credit facility with a German bank. Cash collateral of $1,270 (€1,096) was required for financial guarantees and letters of credit issued under the credit facility. The outstanding financial guarantees and letters of credit include expiration dates ranging from November 2021 through March 2023.

At December 31, 2020, total outstanding financial guarantees and letters of credit issued by ~~ExOne GmbH~~us were~~$583~~ $1,026 (€~~497)~~836), of which $928 (€756) were issued through the credit facility with ~~expiration dates ranging from October 2020 through February 2023.~~a German bank. At December 31, ~~2019, total outstanding~~2020, no cash collateral was required for financial guarantees and letters of credits issued under the credit ~~issued by ExOne GmbH were $560 (€499).~~ facility.

For further discussion related to financial guarantees and letters of credit issued by ExOne GmbH, refer to Note 119 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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

Refer to Note 1 to the consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and are not required to provide the information under this item.

Our management, including our Chief Executive Officer and ~~our~~ Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and ~~procedures. Based on that evaluation, our Chief Executive Officer~~procedures (as defined in Rules 13a-15(e) and ~~our Chief Financial Officer concluded that,~~15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q, as a result of certain material weaknesses in our internal control over financial reporting (further discussed below), our disclosureSeptember 30, 2021. These controls and procedures ~~were ineffective.~~

~~In connection with~~are designed to provide reasonable assurance that the ~~preparation of our condensed consolidated financial statements as of~~information required to be disclosed in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and ~~for~~reported within the ~~three~~time periods specified in the SEC’s rules and ~~nine months ended September 30, 2020,~~forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, ~~concluded~~in a manner to allow timely decisions regarding required disclosures. Based on that ~~there are material weaknesses in the design~~evaluation, our Chief Executive Officer 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:~~

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

During the three months ended September 30, 2020, as a result of the identification in earlier periods of the material weaknesses described above, management continued the execution of its remediation plans in an effort to ensureOfficer concluded that our disclosure controls and procedures ~~are effective. Our remediation plans include a comprehensive evaluation~~were effective as of the people, processes and systems responsible for each of the underlying control activities. We expect to complete this evaluation in 2020 and put measures in place in an effort to remediate the identified material weaknesses. Additionally, during the three months ended September 30, 2020, we increased the size and capabilities of our finance and accounting functions by establishing a new Corporate Controller role with responsibility for financial reporting, corporate accounting and oversight of our consolidated financial close process. In September 2020, we hired a financial professional with significant public accounting and financial reporting experience to fill this newly established Corporate Controller role. We expect that the hiring of this Corporate Controller will facilitate the effective execution of our remediation plans and improve our internal controls over financial reporting. ~~However, we cannot be certain that the measures we may take will ensure that we establish and maintain adequate controls over our financial processes and reporting~~2021.

Change in ~~the future or that material weaknesses identified will be remediated.~~Internal Control Over Financial Reporting

~~Other than the items described above, there~~There were no changes in our internal control over financial reporting during the three months ended September 30, ~~2020,~~2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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. Management 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.

~~We face risks related to the COVID-19 global pandemic which could significantly disrupt our commercial activities and operations~~.

~~The outbreak of a~~ ~~novel strain of coronavirus~~and subsequent global pandemic (“COVID-19”) has resulted in global government-enforced travel and business closures throughout the world. Our sales, installation and service of 3D printing machines have been disrupted, and the future spread of the disease may cause our commercial efforts to be disrupted again. We may incur expenses or delays resulting from such events outside of our control, which could have a material adverse effect on our financial position, results of operations or cash flows.

We manufacture our 3D printing machines at our facilities in Gersthofen, Germany and North Huntingdon, Pennsylvania. In addition, we have a network of EACs in the United States, Germany and Japan. If the operations of one or more of these facilities are materially disrupted (including as a result of COVID-19), we may be unable to fulfill certain customer orders for the period of the disruption, we may not be able to recognize revenue on certain orders and we might need to modify our standard sales terms to secure commitments of customers during the period of the disruption and perhaps longer. Depending on the cause of the disruption, we could incur significant costs to remedy the disruption. Such a disruption could have an adverse effect on our financial position, results of operations or cash flows.

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

There have been no material changes from the risk factors ~~as previously disclosed~~described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2019, except~~2020, other than as ~~described above.~~follows:

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

Item 2. ~~Unregistered Sales~~Issuer Purchases of Equity ~~Securities and Use of Proceeds~~Securities.

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

A summary of our deemed repurchases of shares of our common stock to satisfy tax withholding obligations related to the vesting of restricted stock, as described above, during the three months ended September 30, ~~2020~~2021 is as follows:

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

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.

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

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

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.


Title of class	Trading symbol	Name of exchange on which registered
Common stock	XONE	The Nasdaq Stock Market

Large accelerated filer	☐	Accelerated filer	☒☐
Non-accelerated filer	☐☒	Smaller reporting company	☒
		Emerging growth company	☐

	September 30,			December 31,			Economic Life
	2020			2019			(in years)
Land	$	3,436		$	6,980		N/A
Buildings and related improvements		10,141			25,675		5 - 40
Machinery and equipment		20,658			19,531		3 - 20
Other		6,193			7,086		3 - 20
		40,428			59,272
Less: Accumulated depreciation		(20,092	)		(21,478	)
		20,336			37,794
Construction-in-progress		588			1,101
Property and equipment ̶ net	$	20,924		$	38,895

	September 30,			December 31,
	2020			2019
Future minimum lease payments receivable	$	1,413		$	1,595
Less: Allowance for doubtful accounts		(443	)		(424	)
Net future minimum lease payments receivable		970			1,171
Less: Unearned interest income		(177	)		(220	)
Net investment in sales-type leases	$	793		$	951

~~Level 1~~		~~Observable inputs such as quoted prices in active markets for identical investments that the Company has the ability to access.~~

~~Level 2~~		~~Inputs include:~~ ~~Quoted prices for similar assets or liabilities in active markets;~~ ~~Quoted prices for identical or similar assets or liabilities in inactive markets;~~ ~~Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and~~ ~~Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.~~

~~Level 3~~		~~Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.~~


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


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

2020	$	510
2021		2,009
2022		1,973
2023		33
2024		12
Thereafter		2
Total minimum lease payments		4,539
Less: Present value discount		(261	)
Total operating lease liabilities	$	4,278

	Operating		Sales-type
2020	$	216	$	226
2021		273		385
2022		—		385
2023		—		417
2024		—		—
Thereafter		—		—
Total minimum lease payments	$	489	$	1,413
Less: Allowance for doubtful accounts				(443	)
Less: Present value discount				(177	)
Future minimum lease payments receivable			$	793

Period	Total number of shares purchased (a)		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (a)		Maximum number (or approximate dollar value) of shares that may be purchased under the plans or programs (a)
July 1, 2020 - July 31, 2020		—	$	—		—	$	—
August 1, 2020 - August 31, 2020		—		—		—		—
September 1, 2020 - September 30, 2020		1,234		12.22		—		—
		1,234	$	12.22		—	$	—

Exhibit Number	Description	Method of Filing

~~10.1~~2.1*	~~Equity Distribution~~ Agreement and Plan of Merger, dated ~~September~~as of August 11, ~~2020, between~~2021, by and among DM, Merger Sub I, Merger Sub II and the ~~Company and Canaccord Genuity LLC.~~Company.	Incorporated by reference to Exhibit ~~10.1 on~~2.1 of Form 8-K (#001-35806) filed on August 12, 2021.

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

10.1	Change of Control Severance Plan, as amended August 8, 2018 and September ~~11, 2020.~~13, 2021.**	Filed herewith.

10.2	Form of Retention Bonus Award.**	Filed herewith.

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

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

32	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.	Filed herewith.

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

101.SCH	Inline XBRL Taxonomy Extension Schema Document.	Filed herewith.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	Filed herewith.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	Filed herewith.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	Filed herewith.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	Filed herewith.

104	~~Cover Page Interactive Data File (embedded within the~~ Inline XBRL ~~document).~~for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.	Filed herewith.

	The ExOne Company

	By:		/s/ John F. Hartner
			John F. Hartner
			Chief Executive Officer
			(Principal Executive Officer)

	Date:		November ~~5, 2020~~12, 2021

	By:		/s/ Douglas D. Zemba
			Douglas D. Zemba
			Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

	Date:		November ~~5, 2020~~12, 2021