UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

 

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

 

For the quarterly period ended March 31,June 30, 2021

OR

 

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

 

For the transition period from                     to                     

Commission File No. 001-35806

 

The ExOne Company

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

46-1684608

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

(Address of principal executive offices) (Zip Code)

(724) 863-9663

(Registrant’s telephone number, including area code)

 

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

 

Title of class

Trading symbol

Name of exchange on which registered

Common stock

XONE

The Nasdaq Stock Market

 

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

Indicate by check mark whether the registrant has submitted electronically 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.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

 

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

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

As of May 17,August 11, 2021, 22,216,49722,218,142 shares of common stock, par value $0.01, were outstanding.

 

 

 

 


 

PART I – FINANCIAL INFORMATION

Item 1.     Financial Statements.

The ExOne Company and Subsidiaries

Condensed Statement of Consolidated Operations and Comprehensive Loss (Unaudited)

(in thousands, except per-share amounts)

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

$

13,021

 

 

$

13,383

 

 

$

18,782

 

 

$

11,099

 

 

$

31,803

 

 

$

24,482

 

Cost of sales

 

 

11,021

 

 

 

9,754

 

 

 

13,906

 

 

 

8,009

 

 

 

24,927

 

 

 

17,763

 

Gross profit

 

 

2,000

 

 

 

3,629

 

 

 

4,876

 

 

 

3,090

 

 

 

6,876

 

 

 

6,719

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

2,624

 

 

 

2,476

 

 

 

3,008

 

 

 

2,369

 

 

 

5,632

 

 

 

4,845

 

Selling, general and administrative

 

 

5,893

 

 

 

6,163

 

 

 

7,198

 

 

 

4,488

 

 

 

13,091

 

 

 

10,651

 

Gain from sale-leaseback of property and equipment

 

 

 

 

 

(1,462

)

 

 

 

 

 

 

 

 

 

 

 

(1,462

)

 

 

8,517

 

 

 

7,177

 

 

 

10,206

 

 

 

6,857

 

 

 

18,723

 

 

 

14,034

 

Loss from operations

 

 

(6,517

)

 

 

(3,548

)

 

 

(5,330

)

 

 

(3,767

)

 

 

(11,847

)

 

 

(7,315

)

Other expense (income)

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

160

 

 

 

64

 

 

 

7

 

 

 

53

 

 

 

167

 

 

 

117

 

Other (income) expense ̶ net

 

 

(125

)

 

 

(190

)

Other expense ̶ net

 

 

236

 

 

 

195

 

 

 

111

 

 

 

5

 

 

 

35

 

 

 

(126

)

 

 

243

 

 

 

248

 

 

 

278

 

 

 

122

 

Loss before income taxes

 

 

(6,552

)

 

 

(3,422

)

 

 

(5,573

)

 

 

(4,015

)

 

 

(12,125

)

 

 

(7,437

)

(Benefit) provision for income taxes

 

 

(412

)

 

 

226

 

Provision (benefit) for income taxes

 

 

1

 

 

 

8

 

 

 

(411

)

 

 

234

 

Net loss

 

$

(6,140

)

 

$

(3,648

)

 

$

(5,574

)

 

$

(4,023

)

 

$

(11,714

)

 

$

(7,671

)

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.29

)

 

$

(0.22

)

 

$

(0.25

)

 

$

(0.24

)

 

$

(0.54

)

 

$

(0.47

)

Diluted

 

$

(0.29

)

 

$

(0.22

)

 

$

(0.25

)

 

$

(0.24

)

 

$

(0.54

)

 

$

(0.47

)

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(6,140

)

 

$

(3,648

)

 

$

(5,574

)

 

$

(4,023

)

 

$

(11,714

)

 

$

(7,671

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(1,120

)

 

 

(838

)

 

 

223

 

 

 

370

 

 

 

(897

)

 

 

(468

)

Comprehensive loss

 

$

(7,260

)

 

$

(4,486

)

 

$

(5,351

)

 

$

(3,653

)

 

$

(12,611

)

 

$

(8,139

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

2



The ExOne Company and Subsidiaries

Condensed Consolidated Balance Sheet (Unaudited)

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

 

 

March 31,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

137,321

 

 

$

49,668

 

 

$

127,931

 

 

$

49,668

 

Restricted cash

 

 

955

 

 

 

508

 

 

 

1,536

 

 

 

508

 

Accounts receivable ̶ net

 

 

4,825

 

 

 

5,225

 

 

 

6,511

 

 

 

5,225

 

Current portion of net investment in sales-type leases ̶ net

 

 

233

 

 

 

229

 

 

 

237

 

 

 

229

 

Inventories ̶ net

 

 

23,015

 

 

 

20,562

 

 

 

22,986

 

 

 

20,562

 

Prepaid expenses and other current assets

 

 

6,724

 

 

 

4,451

 

 

 

6,697

 

 

 

4,451

 

Total current assets

 

 

173,073

 

 

 

80,643

 

 

 

165,898

 

 

 

80,643

 

Property and equipment ̶ net

 

 

21,429

 

 

 

21,300

 

Property and equipment, net of accumulated depreciation

of $20,809 (2021) and $20,823 (2020)

 

 

23,269

 

 

 

21,300

 

Operating lease right-of-use assets

 

 

3,429

 

 

 

4,043

 

 

 

3,031

 

 

 

4,043

 

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

 

 

449

 

 

 

509

 

 

 

388

 

 

 

509

 

Other noncurrent assets

 

 

460

 

 

 

794

 

 

 

898

 

 

 

794

 

Total assets

 

$

198,840

 

 

$

107,289

 

 

$

193,484

 

 

$

107,289

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

1,949

 

 

$

1,622

 

 

$

2,194

 

 

$

1,622

 

Current portion of operating lease liabilities

 

 

1,897

 

 

 

1,958

 

 

 

1,952

 

 

 

1,958

 

Accounts payable

 

 

6,158

 

 

 

4,501

 

 

 

6,006

 

 

 

4,501

 

Accrued expenses and other current liabilities

 

 

5,452

 

 

 

4,978

 

 

 

5,587

 

 

 

4,978

 

Current portion of contract liabilities

 

 

14,877

 

 

 

13,586

 

 

 

14,983

 

 

 

13,586

 

Total current liabilities

 

 

30,333

 

 

 

26,645

 

 

 

30,722

 

 

 

26,645

 

Long-term debt ̶ net of current portion

 

 

245

 

 

 

1,783

 

 

 

 

 

 

1,783

 

Operating lease liabilities ̶ net of current portion

 

 

1,532

 

 

 

2,085

 

 

 

1,079

 

 

 

2,085

 

Contract liabilities ̶ net of current portion

 

 

248

 

 

 

159

 

 

 

87

 

 

 

159

 

Other noncurrent liabilities

 

 

258

 

 

 

314

 

 

 

338

 

 

 

314

 

Total liabilities

 

 

32,616

 

 

 

30,986

 

 

 

32,226

 

 

 

30,986

 

Contingencies and commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

22,030,401 (2021) and 20,009,157 (2020) shares issued and outstanding

 

 

220

 

 

 

200

 

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

22,032,751 (2021) and 20,009,157 (2020) shares issued and outstanding

 

 

220

 

 

 

200

 

Additional paid-in capital

 

 

315,274

 

 

 

218,113

 

 

 

315,659

 

 

 

218,113

 

Accumulated deficit

 

 

(138,012

)

 

 

(131,872

)

 

 

(143,586

)

 

 

(131,872

)

Accumulated other comprehensive loss

 

 

(11,258

)

 

 

(10,138

)

 

 

(11,035

)

 

 

(10,138

)

Total stockholders' equity

 

 

166,224

 

 

 

76,303

 

 

 

161,258

 

 

 

76,303

 

Total liabilities and stockholders' equity

 

$

198,840

 

 

$

107,289

 

 

$

193,484

 

 

$

107,289

 

 

 

 

 

 

 

 

 

 

 

 

 

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

3



The ExOne Company and Subsidiaries

Condensed Statement of Consolidated Cash Flows (Unaudited)

(in thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(6,140

)

 

$

(3,648

)

 

$

(11,714

)

 

$

(7,671

)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

993

 

 

 

923

 

Depreciation and amortization

 

 

1,862

 

 

 

2,107

 

Equity-based compensation

 

 

282

 

 

 

292

 

 

 

658

 

 

 

449

 

Amortization of debt issuance costs

 

 

7

 

 

 

19

 

 

 

7

 

 

 

29

 

(Recoveries) provision for bad debts ̶ net

 

 

(47

)

 

 

51

 

Recoveries for bad debts ̶ net

 

 

(53

)

 

 

(19

)

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

net realizable value inventories ̶ net

 

 

129

 

 

 

22

 

 

 

218

 

 

 

305

 

Foreign exchange gains on intercompany transactions ̶ net

 

 

(136

)

 

 

(165

)

Foreign exchange losses (gains) on intercompany transactions ̶ net

 

 

104

 

 

 

(51

)

Gain from sale-leaseback of property and equipment

 

 

 

 

 

(1,462

)

 

 

 

 

 

(1,462

)

Deferred income taxes

 

 

 

 

 

195

 

 

 

 

 

 

195

 

Loss on extinguishment of debt

 

 

119

 

 

 

 

 

 

119

 

 

 

 

Changes in assets and liabilities, excluding effects of foreign currency

translation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in accounts receivable

 

 

311

 

 

 

1,487

 

Decrease (increase) in net investment in sales-type leases

 

 

56

 

 

 

(50

)

(Increase) decrease in accounts receivable

 

 

(1,365

)

 

 

2,016

 

Decrease in net investment in sales-type leases

 

 

112

 

 

 

20

 

Increase in inventories

 

 

(3,500

)

 

 

(2,146

)

 

 

(4,859

)

 

 

(5,369

)

Increase in prepaid expenses and other assets

 

 

(1,389

)

 

 

(674

)

 

 

(1,228

)

 

 

(1,035

)

Increase (decrease) in accounts payable

 

 

1,549

 

 

 

(1,408

)

 

 

1,573

 

 

 

(821

)

Increase (decrease) in accrued expenses and other liabilities

 

 

395

 

 

 

(24

)

Decrease in accrued expenses and other liabilities

 

 

(187

)

 

 

(458

)

Increase in contract liabilities

 

 

1,468

 

 

 

1,849

 

 

 

1,552

 

 

 

4,428

 

Net cash used for operating activities

 

 

(5,903

)

 

 

(4,739

)

 

 

(13,201

)

 

 

(7,337

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(1,067

)

 

 

(338

)

 

 

(2,689

)

 

 

(591

)

Proceeds from sale of property and equipment

 

 

 

 

 

16,228

 

 

 

 

 

 

16,229

 

Net cash (used for) provided by investing activities

 

 

(1,067

)

 

 

15,890

 

 

 

(2,689

)

 

 

15,638

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from borrowings on long-term debt

 

 

 

 

 

2,194

 

Payments on long-term debt

 

 

(1,226

)

 

 

(39

)

 

 

(1,226

)

 

 

(78

)

Proceeds from exercise of employee stock options

 

 

1,100

 

 

 

 

 

 

1,449

 

 

 

541

 

Proceeds from common stock offerings, net of issuance costs

 

 

95,446

 

 

 

 

 

 

95,288

 

 

 

2,894

 

Other

 

 

(6

)

 

 

(3

)

 

 

(15

)

 

 

(29

)

Net cash provided by (used for) financing activities

 

 

95,314

 

 

 

(42

)

Net cash provided by financing activities

 

 

95,496

 

 

 

5,522

 

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

 

 

(244

)

 

 

(31

)

 

 

(315

)

 

 

100

 

Net change in cash, cash equivalents, and restricted cash

 

 

88,100

 

 

 

11,078

 

 

 

79,291

 

 

 

13,923

 

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

 

 

50,176

 

 

 

6,243

 

 

 

50,176

 

 

 

6,243

 

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

 

$

138,276

 

 

$

17,321

 

 

$

129,467

 

 

$

20,166

 

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

 

$

975

 

 

$

852

 

 

$

2,431

 

 

$

1,834

 

Transfer of internally developed 3D printing machines from property

and equipment to inventories for sale

 

$

629

 

 

$

823

 

 

$

629

 

 

$

1,107

 

Property and equipment included in accounts payable

 

$

310

 

 

$

56

 

 

$

256

 

 

$

41

 

Common stock offering issuance costs included in accounts payable

 

$

158

 

 

$

 

Unsettled proceeds from exercise of employee stock options included in prepaid

expenses and other current assets

 

$

340

 

 

$

 

Debt issuance costs included in accounts payable

 

$

 

 

$

41

 

Unsettled proceeds from at-the-market offerings of common stock, net of issuance costs

 

$

 

 

$

204

 

 

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

4



The ExOne Company and Subsidiaries

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

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

Total

 

 

Common stock

 

 

Additional

 

 

Accumulated

 

 

comprehensive

 

 

stockholders'

 

 

Common stock

 

 

Additional

 

 

Accumulated

 

 

comprehensive

 

 

stockholders'

 

 

Shares

 

 

$

 

 

paid-in capital

 

 

deficit

 

 

loss

 

 

equity

 

 

Shares

 

 

$

 

 

paid-in 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

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

370

 

 

 

370

 

Equity-based compensation

 

 

 

 

 

 

 

 

157

 

 

 

 

 

 

 

 

 

157

 

Exercise of employee stock options

 

 

73

 

 

 

1

 

 

 

540

 

 

 

 

 

 

 

 

 

541

 

Common stock issued from equity incentive plan

 

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At-the-market offerings of common stock,

net of issuance costs

 

 

383

 

 

 

4

 

 

 

3,094

 

 

 

 

 

 

 

 

 

3,098

 

Balance at June 30, 2020

 

 

16,864

 

 

$

169

 

 

$

180,932

 

 

$

(124,619

)

 

$

(11,951

)

 

$

44,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

20,009

 

 

$

200

 

 

$

218,113

 

 

$

(131,872

)

 

$

(10,138

)

 

$

76,303

 

 

 

20,009

 

 

$

200

 

 

$

218,113

 

 

$

(131,872

)

 

$

(10,138

)

 

$

76,303

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(6,140

)

 

 

 

 

 

(6,140

)

 

 

 

 

 

 

 

 

 

 

 

(6,140

)

 

 

 

 

 

(6,140

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,120

)

 

 

(1,120

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,120

)

 

 

(1,120

)

Equity-based compensation

 

 

 

 

 

 

 

 

282

 

 

 

 

 

 

 

 

 

282

 

 

 

 

 

 

 

 

 

282

 

 

 

 

 

 

 

 

 

282

 

Exercise of employee stock options

 

 

111

 

 

 

1

 

 

 

1,439

 

 

 

 

 

 

 

 

 

1,440

 

 

 

111

 

 

 

1

 

 

 

1,439

 

 

 

 

 

 

 

 

 

 

 

1,440

 

Common stock issued from equity incentive plan

 

 

37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock offering, net of issuance costs

 

 

1,873

 

 

 

19

 

 

 

95,440

 

 

 

 

 

 

 

 

 

95,459

 

 

 

1,873

 

 

 

19

 

 

 

95,440

 

 

 

 

 

 

 

 

 

95,459

 

Balance at March 31, 2021

 

 

22,030

 

 

$

220

 

 

$

315,274

 

 

$

(138,012

)

 

$

(11,258

)

 

$

166,224

 

 

 

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

 

 

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

5



The ExOne Company and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 1. Basis of Presentation

Organization

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

Basis of Presentation

The condensed consolidated financial statements of the Company are unaudited. The condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the results of operations, financial position and cash flows of the Company. All material intercompany transactions and balances have been eliminated in consolidation. The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. The December 31, 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, 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; revenue (including the allocation of a sales contract’s total transaction price to each performance obligation for contracts with multiple performance obligations); and equity-based compensation (including the valuation of certain equity-based compensation awards issued by the Company). 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.

COVID-19

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 were wide-ranging and 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 disruptiondisruptions 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 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.

Recently Issued Accounting Guidance

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

6


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.

Note 2. Common Stock Offerings

In September 2020, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (“Canaccord”) pursuant to which Canaccord agreed to act as sales agent in the sale of up to $25,000 in the aggregate of ExOne common stock in “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Terms of the Equity Distribution Agreement required a 3.0% commission on the sale of ExOne common stock as well as the reimbursement of certain expenses incurred by Canaccord. The Company did 0t sell any shares under the Equity Distribution Agreement during the three months ended March 31, 2021.

In February 2021, the Company terminated the Equity Distribution Agreement.  At the time of the termination of the agreement,Equity Distribution Agreement, the remaining maximum offering capacity was $9,269. The Company did not sell any shares of its common stock under the Equity Distribution Agreement during 2021 prior to its termination. There were no fees or penalties incurred by the Company in connection with the termination of the Equity Distribution Agreement.

In February 2021, following the termination of the Equity Distribution Agreement, the Company entered into an underwriting agreement with Stifel, Nicolaus & Company, Incorporated, Canaccord and certain other underwriters pursuant to which the Company agreed to issue and sell up to 1,666,667 shares of its common stock at a public offering price of $54.00 per share. Under the agreement, the Company agreed to pay underwriting discounts and commissions of $2.835 per share, as well as 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 its common stock at the public offering price, less underwriting discounts and commissions. Under the agreement, the Company agreed to pay underwriting discounts and commissions of $2.835 per share, as well as reimburse the underwriters for certain expenses. 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. During the three months ended March 31, 2021, theThe Company incurred expenses (other than underwriting discounts and commissions) associated with the common stock offering of $266. At$266, all of which was recognized during the three months ended March 31, 2021.

The Company has not sold any shares of its common stock through common stock offerings subsequent to the February 2021 $158 of the expenses remained unpaid (including in accounts payable in the accompanying condensed consolidated balance sheet).common stock offering.

Note 3. Accumulated Other Comprehensive Loss

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

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(10,138

)

 

$

(11,483

)

 

$

(11,258

)

 

$

(12,321

)

 

$

(10,138

)

 

$

(11,483

)

Other comprehensive loss

 

 

(1,120

)

 

 

(838

)

Other comprehensive income (loss)

 

 

223

 

 

 

370

 

 

 

(897

)

 

 

(468

)

Balance at end of period

 

$

(11,258

)

 

$

(12,321

)

 

$

(11,035

)

 

$

(11,951

)

 

$

(11,035

)

 

$

(11,951

)

 

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 eitherany of the periods presented.

Note 4. Loss Per Share

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


As the Company incurred a net loss during each of the three months and six months ended March 31,June 30, 2021 and 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 (535,164(533,414 – 2021 and 838,383679,198 – 2020) and unvested restricted stock issued (151,391(185,391 – 2021 and 68,51347,250 – 2020), was anti-dilutive.

7


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

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net loss

 

$

(6,140

)

 

$

(3,648

)

 

$

(5,574

)

 

$

(4,023

)

 

$

(11,714

)

 

$

(7,671

)

Weighted average shares outstanding (basic and diluted)

 

 

21,043,287

 

 

 

16,369,390

 

 

 

22,031,115

 

 

 

16,464,345

 

 

 

21,539,930

 

 

 

16,416,867

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.29

)

 

$

(0.22

)

 

$

(0.25

)

 

$

(0.24

)

 

$

(0.54

)

 

$

(0.47

)

Diluted

 

$

(0.29

)

 

$

(0.22

)

 

$

(0.25

)

 

$

(0.24

)

 

$

(0.54

)

 

$

(0.47

)

 

Note 5. Revenue

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, 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 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’sWhen the Company sells products to customers, revenue from products is transferred to customersrecognized 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 8). Revenue associated with deferred maintenance contracts is generally recognized at a point in time when the related services are performed where sufficient historical evidence indicates that the costs of performing the related services under the contract are not incurred on a straight-line basis, with such revenue recognized in proportion to the costs expected to be incurred. Revenue associated with extended warranties is generally recognized over time on a straight-line basis over the related contract period.

The Company generates certain revenues through the sale of research and development services. Revenue under research and development service contracts is generally recognized over time where progress is measured in a 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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

3D printing machines

 

$

4,905

 

 

$

6,317

 

 

$

10,503

 

 

$

4,898

 

 

$

15,408

 

 

$

11,215

 

3D printed and other products, materials and services

 

 

8,116

 

 

 

7,066

 

 

 

8,279

 

 

 

6,201

 

 

 

16,395

 

 

 

13,267

 

 

$

13,021

 

 

$

13,383

 

 

$

18,782

 

 

$

11,099

 

 

$

31,803

 

 

$

24,482

 

 

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 threesix months ended March 31,June 30, 2021, the Company recognized revenue of $2,458$7,762 related to contract liabilities at January 1, 2021. There were no other significant changes in contract liabilities during the threesix months ended March 31,June 30, 2021. Contract assets were not significant during the threesix months ended March 31,June 30, 2021.

As of March 31,June 30, 2021, the Company had approximately $47,800$48,700 of remaining performance obligations (including contract liabilities), which is also referred to as backlog, of which approximately $40,200$40,800 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 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 March 31,June 30, 2021 and December 31, 2020, the allowance for doubtful accounts was $503$525 and $576, respectively. During the three months ended March 31,June 30, 2021 and 2020, the Company recorded net (recoveries) provisionrecoveries for bad debts of $(47)$6 and $51,$70, respectively. During the six months ended June 30, 2021 and 2020, the Company recorded net recoveries for bad debts of $53 and $19, respectively.

Note 6. Cash, Cash Equivalents, and Restricted Cash

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

 

 

March 31,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Cash and cash equivalents

 

$

137,321

 

 

$

49,668

 

 

$

127,931

 

 

$

49,668

 

Restricted cash

 

 

955

 

 

 

508

 

 

 

1,536

 

 

 

508

 

Cash, cash equivalents, and restricted cash

 

$

138,276

 

 

$

50,176

 

 

$

129,467

 

 

$

50,176

 


 

Restricted cash at both March 31,June 30, 2021 and December 31, 2020 included $508 associated with$1,108 of cash collateral required by a United States bankbanks to offset certain short-term, unsecured lending commitments associated with the Company’s current and former corporate credit card program. 

Restricted cash at March 31, 2021 included $447 associated withprograms and $428 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).

 

Restricted cash at December 31, 2020 included $508 of cash collateral required by a United States bank to offset certain short-term, unsecured lending commitments associated with the Company’s former corporate credit card program. 

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

9


Note 7. Inventories

Inventories consisted of the following as of the dates indicated:

 

 

March 31,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Raw materials and components

 

$

10,875

 

 

$

9,436

 

 

$

11,738

 

 

$

9,436

 

Work in process

 

 

5,281

 

 

 

4,797

 

 

 

5,044

 

 

 

4,797

 

Finished goods

 

 

6,859

 

 

 

6,329

 

 

 

6,204

 

 

 

6,329

 

 

$

23,015

 

 

$

20,562

 

 

$

22,986

 

 

$

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 March 31,June 30, 2021 and December 31, 2020, the allowance for slow-moving and obsolete inventories was $2,702$2,813 and $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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Balance at beginning of period

 

$

2,678

 

 

$

3,443

 

 

$

2,702

 

 

$

3,370

 

 

$

2,678

 

 

$

3,443

 

Provision for slow-moving and obsolete inventories ̶ net

 

 

129

 

 

 

22

 

 

 

89

 

 

 

78

 

 

 

218

 

 

 

100

 

Reductions for sale, consumption or scrap of previously

reserved amounts

 

 

(1

)

 

 

(36

)

 

 

(7

)

 

 

(1,019

)

 

 

(8

)

 

 

(1,055

)

Foreign currency translation adjustments

 

 

(104

)

 

 

(59

)

 

 

29

 

 

 

64

 

 

 

(75

)

 

 

5

 

Balance at end of period

 

$

2,702

 

 

$

3,370

 

 

$

2,813

 

 

$

2,493

 

 

$

2,813

 

 

$

2,493

 

Reductions for sale, consumption or scrap of previously reserved amounts for both the three and six months ended June 30, 2020 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 three or six months ended June 30, 2020 in connection with the related disposals.

During the three months ended June 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.

 

Note 8. Product Warranty Reserves

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 thesethe associated product warranty reserves would be chargedis recorded to cost of sales in the period that such a determination is made.


The following table summarizes changes inAt June 30, 2021 and December 31, 2020, the product warranty reserves which amounts werebalance was $1,100 and $1,335, respectively, and has been reflected in accrued expensesexpense and other current liabilities in the accompanying condensed consolidated balance sheetsheet. The following table summarizes changes in the product warranty reserves balance for the periods indicated:

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Balance at beginning of period

 

$

1,335

 

 

$

866

 

 

$

1,172

 

 

$

810

 

 

$

1,335

 

 

$

866

 

Provisions for new issuances

 

 

362

 

 

 

276

 

 

 

529

 

 

 

187

 

 

 

891

 

 

 

463

 

Payments

 

 

(705

)

 

 

(344

)

 

 

(691

)

 

 

(501

)

 

 

(1,396

)

 

 

(845

)

Reserve adjustments

 

 

212

 

 

 

20

 

 

 

81

 

 

 

101

 

 

 

293

 

 

 

121

 

Foreign currency translation adjustments

 

 

(32

)

 

 

(8

)

 

 

9

 

 

 

6

 

 

 

(23

)

 

 

(2

)

Balance at end of period

 

$

1,172

 

 

$

810

 

 

$

1,100

 

 

$

603

 

 

$

1,100

 

 

$

603

 


 

Note 9. Contingencies and Commitments

Contingencies

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.

Commitments

In the normal course of its operations, ExOne GmbH issues short-term financial guarantees and letters of credit to third parties in connection with certain commercial transactions requiring security through a credit facility with a German bank. The credit facility provides a capacity amount of $4,105$4,158 (€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 for the issuance of financial guarantees and letters of credit for commercial transactiontransactions requiring security for amounts up to $1,173$1,188 (€1,000).  Amounts in excess of $1,173$1,188 (€1,000) require cash collateral under the credit facility.

At March 31,June 30, 2021, total outstanding financial guarantees and letters of credit issued by ExOne GmbH under the credit facility were $1,619$1,616 (1,3811,360), with expiration dates ranging from JuneJuly 2021 through March 2023. At March 31,June 30, 2021, cash collateral of $447$428 (381360) 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 $928 (€756). At December 31, 2020, 0 cash collateral was required for financial guarantees and letters of credit issued under the credit facility.

 

Note 10. Related Party Revolving Credit Facility

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

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


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

The Company incurred $265 in 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 related party revolving credit facility. Due to the termination, the Company accelerated the amortization of the remaining debt issuance costs associated with the related party revolving credit facility, resulting in recognition of a $105 loss on the extinguishment of debt during the three months ended March 31, 2021.

11


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.

DuringAs 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 six months ended June 30, 2020, the Company recorded interest expense related to the credit facility of $45, comprised$34 and $79, respectively. Included in interest expense for the three months and six months ended June 30, 2020 was $9 and $27, respectively, associated with amortization of $27debt issuance costs, and $25 and $52, respectively, associated with the commitment fee on the unused portion of the revolving credit facility and $18 associated with the amortization of debt issuance costs.facility.

There were 0 borrowings under the credit facility during the three or six months ended March 31, 2021 orJune 30, 2020.

 

Note 11. Long-Term Debt

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

 

 

March 31, 2021

 

 

December 31, 2020

 

 

June 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

 

 

$

2,194

 

 

$

 

 

$

2,194

 

 

$

2,194

 

 

$

 

 

$

2,194

 

Building note payable

 

 

 

 

 

 

 

 

 

 

 

1,226

 

 

 

(15

)

 

 

1,211

 

 

 

 

 

 

 

 

 

 

 

 

1,226

 

 

 

(15

)

 

 

1,211

 

Less: Amount due within one year

 

 

(1,949

)

 

 

 

 

 

(1,949

)

 

 

(1,626

)

 

 

4

 

 

 

(1,622

)

 

 

(2,194

)

 

 

 

 

 

(2,194

)

 

 

(1,626

)

 

 

4

 

 

 

(1,622

)

 

$

245

 

 

$

 

 

$

245

 

 

$

1,794

 

 

$

(11

)

 

$

1,783

 

 

$

 

 

$

 

 

$

 

 

$

1,794

 

 

$

(11

)

 

$

1,783

 

 

Paycheck Protection Program Loan

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

Pursuant to the terms of the Note, the Loan bears interest at a rate of 1.00% per annum and matures on April 18, 2022 (the “Maturity Date”). Under the terms of the Note, principal and interest payments on the Loan were deferred until November 18, 2020, at which time equal installments of principal and interest would have been due and payable monthly through the Maturity Date. Subsequent to the Company entering into the Note, in June 2020, the Paycheck Protection Program Flexibility Act of 2020 was enacted, which extended the deferral of principal and interest payments on the Loan from November 2020 to August 2021.  The Note may be prepaid by the Company at any time prior to maturity without penalty. If the Company defaults on the Note, the Lender may, at its option, accelerate the maturity of the Company’s obligations under the Note.

Pursuant to the terms of the PPP, the Loan, or a portion thereof, may be forgiven if Loan proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, costs used to continue group health care benefits, mortgage interest payments, rent and utilities. The Company used all of the Loan proceeds for qualifying expenses. The termsDuring June 2021, the Company submitted an application to the SBA requesting full forgiveness of the Loan. Upon receipt of the forgiveness application, the SBA had 90 days to provide their response or request additional information.

On July 8, 2021, the Company received notice from the SBA that the Loan had been forgiven in full, including eligibilityforgiveness of all interest accrued to date. This formal notice from the SBA legally released the Company of any obligations under the Loan. As a result, the Company recognized a gain on extinguishment of debt 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 may be subjectof accrued interest. As the Loan was forgiven subsequent to further requirementsJune 30, 2021, the Loan balance and associated accrued interest remained recorded in the Paycheck Protection Program Flexibility Act of 2020 and in regulations and guidance adopted by the SBA. The Company has elected to account for the Loan in accordance with the terms of theaccompanying condensed consolidated balance sheet at June 30, 2021.


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 included monthly payments of $18, including interest at 4.00% through May 2017, and subsequently, monthly payments of $19 including interest at the monthly average yield on United States Treasury Securities plus 3.25% for the remainder of the term through May 2027.

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

Future maturities of long-term debt atAs the building note payable was terminated in February 2021, there was 0 interest expense related to the building note payable recognized subsequent to the three months ended March 31, 2021, were as follows:2021.  

2021

 

$

1,217

 

2022

 

 

977

 

 

 

$

2,194

 

Fair Value of Long-Term Debt

12


At March 31,June 30, 2021 and December 31, 2020, the fair value of long-term debt was $2,141$2,143 and $3,382, respectively.  The fair value of long-term debt has beenwas 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 and other available information (including quoted prices of similar instruments available to the Company).  The fair value of long-term debt was measured using inputs categorized within Level 2 of the fair value hierarchy.

 

Note 12. Income Taxes

The (benefit) provision for income taxes for the three months ended March 31,June 30, 2021 and 2020 was ($412)$1 and $226,$8, respectively. The (benefit) provision for income taxes for the six months ended June 30, 2021 and 2020 was ($411) and $234, 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 March 31,June 30, 2021 and 2020 was 6.3%0.0% (provision on a loss) and 0.2% (provision on a loss), respectively. The effective tax rate for the six months ended June 30, 2021 and 2020 was 3.4% (benefit on a loss) and 6.6%3.1% (provision on a loss), respectively.

For the three months ended March 31,June 30, 2021 and the three months and six months ended June 30, 2020, the 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 six months ended June 30, 2021, the effective tax rate differed from the United States federal statutory rate of 21.0% primarily due to net changes in valuation allowances for the period and recognition of a discrete income tax benefit of $412 related to the carryback of net operating losses in Japan.  During the three months ended March 31, 2021, the Company received confirmation from Japanese tax authorities that ExOne KK met the definition of a small or medium-sized enterprise (SME) under Japanese tax regulations, eliminating certain restrictions on the use of net operating losses to offset taxable income. ExOne KK filed amended tax returns related to tax years 2016 through 2019 to carryback net operating losses, resulting in total tax refunds of $412.

For the three months ended March 31, 2020, 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.

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.


Note 13. Equity-Based Compensation

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 March 31,June 30, 2021, 494,087459,487 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 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 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 six months ended March 31, 2020,June 30, 2021, the Company recorded 0 equity-based compensation expense based on the estimated outcome of the defined financial goals for 2020 under the 2020 Program.

On February 2, 2021, the Compensation Committee of the Board adopted the 2021 Annual Incentive Program (the “2021 Program”) as a subplan under the Plan.  The 2021 Program provided an opportunity for performance-based compensation to senior executive officers of the Company, among others.  The target annual incentive for each 2021 Program participant was expressed as a percentage of base salary and was conditioned on the achievement of certain financial and/or individual performance goals (as approved by the Compensation Committee of the Board).  The Compensation Committee of the Board retained negative discretion over amounts payable under the 2021 Program.  During the three months and six months ended March 31,June 30, 2021, the Company recorded $22$23 and $45, respectively, in equity-based compensation expense based on the estimated outcome of the defined financial and individual goals for 2021 under the 2021 Program.

13


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 six months ended March 31,June 30, 2021, the Company recorded $14$21 and $35, 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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Equity-based compensation expense recognized:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

$

90

 

 

$

145

 

 

$

95

 

 

$

44

 

 

$

185

 

 

$

189

 

Restricted stock

 

 

150

 

 

 

141

 

 

 

209

 

 

 

105

 

 

 

359

 

 

 

246

 

Other(a)

 

 

42

 

 

 

6

 

 

 

72

 

 

 

8

 

 

 

114

 

 

 

14

 

Total equity-based compensation expense before income taxes

 

 

282

 

 

 

292

 

 

 

376

 

 

 

157

 

 

 

658

 

 

 

449

 

Benefit for income taxes(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity-based compensation expense net of income taxes

 

$

282

 

 

$

292

 

 

$

376

 

 

$

157

 

 

$

658

 

 

$

449

 

 

(a)

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

(b)

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

At March 31,June 30, 2021, total future compensation expense related to unvested awards yet to be recognized by the Company was $291$194 for stock options and $1,213$1,657 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 2.21.7 years.


The fair value of stock options granted during the six months ended June 30, 2021 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the three months ended March 31, 2021:assumptions:

 

Weighted average fair value per stock option

 

$

19.04

 

Volatility

 

71.1%

 

Average risk-free interest rate

 

0.5%

 

Dividend yield

 

0.0%

 

Expected term (years)

 

3.5

 

 

Volatility is estimated based on the historical volatility of the Company’s stock price consistent with the expected term of the awards. The average risk-free rate is based on a weighted average yield curve of risk-free interest rates consistent with the expected term of the awards. Expected dividend yield is based on historical dividend data as well as future expectations. Expected term is calculated using the simplified method as the Company does not have sufficient historical exercise experience upon which to base an estimate.

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

 

 

Three Months Ended March 31,

 

 

Six Months Ended June 30,

 

 

2021

 

 

2020

 

 

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

 

 

641,232

 

 

$

9.80

 

 

$

4.74

 

 

 

854,259

 

 

$

9.34

 

 

$

4.49

 

 

 

641,232

 

 

$

9.80

 

 

$

4.74

 

 

 

854,259

 

 

$

9.34

 

 

$

4.49

 

Stock options granted

 

 

4,500

 

 

$

38.22

 

 

$

19.04

 

 

 

 

 

$

 

 

$

 

 

 

4,500

 

 

$

38.22

 

 

$

19.04

 

 

 

 

 

$

 

 

$

 

Stock options exercised

 

 

(110,568

)

 

$

13.02

 

 

$

7.38

 

 

 

 

 

$

 

 

$

 

 

 

(111,818

)

 

$

12.96

 

 

$

7.33

 

 

 

(73,251

)

 

$

7.38

 

 

$

3.22

 

Stock options forfeited

 

 

 

 

$

 

 

$

 

 

 

(6,876

)

 

$

7.01

 

 

$

2.84

 

 

 

(500

)

 

$

7.11

 

 

$

2.77

 

 

 

(79,936

)

 

$

7.85

 

 

$

3.41

 

Stock options expired

 

 

 

 

$

 

 

$

 

 

 

(9,000

)

 

$

10.89

 

 

$

5.82

 

 

 

 

 

$

 

 

$

 

 

 

(21,874

)

 

$

11.18

 

 

$

6.14

 

Outstanding at end of period

 

 

535,164

 

 

$

9.38

 

 

$

4.31

 

 

 

838,383

 

 

$

9.35

 

 

$

4.49

 

 

 

533,414

 

 

$

9.38

 

 

$

4.32

 

 

 

679,198

 

 

$

9.67

 

 

$

4.70

 

Exercisable at end of period

 

 

391,692

 

 

$

9.66

 

 

$

4.60

 

 

 

499,139

 

 

$

10.74

 

 

$

5.52

 

 

 

390,442

 

 

$

9.67

 

 

$

4.61

 

 

 

423,456

 

 

$

11.20

 

 

$

5.83

 

Expected to vest at end of period

 

 

143,472

 

 

$

8.61

 

 

$

3.52

 

 

 

339,244

 

 

$

7.30

 

 

$

2.96

 

 

 

142,972

 

 

$

8.61

 

 

$

3.52

 

 

 

255,742

 

 

$

7.14

 

 

$

2.82

 

 

At March 31,June 30, 2021, intrinsic value associated with stock options exercisable and expected to vest was $8,500$4,674 and $3,296,$1,937, respectively. The weighted average remaining contractual term of stock options exercisable and expected to vest at March 31,June 30, 2021, was 2.82.5 years and 3.83.5 years, respectively. Stock options with an aggregate intrinsic value of $3,597$3,625 were exercised by employees during the threesix months ended March 31,June 30, 2021, resulting in proceeds to the Company from the exercise of stock options of $1,440 (of which, at March

14


31, 2021, $340 remained unsettled and was included$1,449. Stock options with an aggregate intrinsic value of $624 were exercised by employees during the six months ended June 30, 2020, resulting in prepaid expenses and other current assets inproceeds to the accompanying condensed consolidated balance sheet).Company from the exercise of stock options of $541. The Company recorded 0 income tax benefit related to these exercises. There were 0 stock option exercises during the three months ended March 31, 2020.

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

 

 

Three Months Ended March 31,

 

 

Six Months Ended June 30,

 

 

2021

 

 

2020

 

 

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

 

 

188,891

 

 

$

9.52

 

 

 

66,513

 

 

$

8.76

 

 

 

188,891

 

 

$

9.52

 

 

 

66,513

 

 

$

8.76

 

Restricted stock granted

 

 

 

 

$

 

 

 

37,500

 

 

$

7.12

 

 

 

34,000

 

 

$

19.19

 

 

 

37,500

 

 

$

7.12

 

Restricted stock vested

 

 

(37,500

)

 

$

7.12

 

 

 

(35,500

)

 

$

9.63

 

 

 

(37,500

)

 

$

7.12

 

 

 

(56,763

)

 

$

9.11

 

Restricted stock forfeited

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at end of period

 

 

151,391

 

 

$

10.12

 

 

 

68,513

 

 

$

7.41

 

 

 

185,391

 

 

$

11.78

 

 

 

47,250

 

 

$

7.04

 

Restricted stock expected to vest at end of period

 

 

151,391

 

 

$

10.12

 

 

 

68,513

 

 

$

7.41

 

 

 

185,391

 

 

$

11.78

 

 

 

47,250

 

 

$

7.04

 

 

Restricted stock that vested during the threesix months ended March 31,June 30, 2021 and 2020, had a fair value of $1,505 and $248,$408, respectively.


Note 14. Concentration of Credit Risk

During the three months and six months ended March 31,June 30, 2021 and 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 March 31,June 30, 2021 and 2020, the Company’s five most significant customers represented 33.3%36.6% and 33.1%40.7% of total revenue, respectively. For the six months ended June 30, 2021 and 2020, the Company’s five most significant customers represented 22.4% and 24.3% of total revenue, respectively. At March 31,June 30, 2021 and December 31, 2020, accounts receivable from the Company’s five most significant customers were $1,224$1,654 and $1,775, respectively.

 

Note 15. Other (Income) Expense – Net

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

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Interest income

 

$

(3

)

 

$

(12

)

 

$

(3

)

 

$

(3

)

 

$

(6

)

 

$

(15

)

Foreign currency gains ̶ net

 

 

(136

)

 

 

(165

)

Foreign currency losses (gains) - net

 

 

284

 

 

 

128

 

 

 

148

 

 

 

(37

)

Other – net

 

 

14

 

 

 

(13

)

 

 

(45

)

 

 

70

 

 

 

(31

)

 

 

57

 

 

$

(125

)

 

$

(190

)

 

$

236

 

 

$

195

 

 

$

111

 

 

$

5

 

 

Note 16. Subsequent Events

Merger Transaction

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

Upon the terms and subject to the conditions set forth in the 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 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.  

The Merger Agreement provides each of the Company and DM with certain termination rights and, under certain circumstances, may require the Company or DM to pay a termination fee.

The parties expect the transaction to close in the fourth quarter of 2021, subject to the receipt of required regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approvals of the Company stockholders and other customary closing conditions.

PPP Loan Forgiveness

Refer to Note 11 for further discussion related to the forgiveness of the Company’s PPP loan, which qualifies as a reportable subsequent event.

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,. except as described above.

 


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

(dollars in thousands, except per-share amounts)

The following discussion and analysis should be read together with our unaudited condensed consolidated financial statements and related notes thereto set forth in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K for the year ended December 31, 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 items described under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, the following factors, among others, could cause results to differ materially from forward-looking statements or historical performance: the severity and duration of world health events, including the COVID-19 outbreak and the related economic repercussions and operational challenges; our ability to consistently generate operating profits; fluctuations in our revenues and operating results; our competitive environment and our competitive position; our ability to enhance our current three-dimensional (“3D”) printing machines and technology and to develop and introduce new 3D printing machines; our ability to qualify more industrial materials in which we can print; demand for our products; the availability of skilled personnel; the impact of loss of key management; 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 foreign currency and 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”); the adequacy of our protection of our intellectual property; expectations regarding demand for our industrial products, and other matters with regard to outlook; and other factors beyond our control, including the impact of COVID-19.

Overview

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.

Outlook

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:

 

-

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

 

-

Extend the Capabilities of Our Core Technology. We intend to expand our core binder jetting technology through our machine platforms while at the same time lowering the total cost of ownership of our systems for our customers. We are also focused on driving modularity among our various machine platforms for both direct (metal) and indirect (sand) applications.

 

-

Execute on Recurring Revenue Growth. We intend to execute on our plan to expand our offerings for 3D printed and other products, materials and services while better leveraging our growing global installed base of 3D printers.

16



The impact of COVID-19 and the related economic, business and market disruptions were wide-ranging and continue to be significant. As a result of COVID-19, we were required to temporarily close our 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 disruptiondisruptions 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 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.

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 firstsecond quarter of 2021 with a backlog balance of approximately $47,800.$48,700. We expect the combination of our backlog at March 31,June 30, 2021 and an acceleration in market adoption of our binder jetting technology, including our latest printer platforms (our X1 25Pro, X1 160Pro and InnoventPro® for metal applications, andour S-Max Pro for sand applications)applications, and the office-friendly ExOne Metal DesignlabTM printer for metal or ceramic parts), to provide the basis for our operating stability and growth in the second half of 2021 despite continuing negative macroeconomic trends for global manufacturing, including the impact of COVID-19.

Additionally, in February 2021, we announced the ExOne Metal DesignlabTM printer and X1F advanced sintering furnace in an exclusive partnership with Rapidia, a Vancouver, Canada-based technology company. This partnership allows us to expand our metal printing offerings to include an office-friendly solution that carries certain technological advantages (including proprietary materials and processing efficiency) and includes a complementary advanced sintering furnace designed by Rapidia that additionally pairs with certain of our binder jetting platforms. We expect to begin delivery of Metal Designlab units to market beginning in the second quarter of 2021.

Based on an increased levels of customer awareness and demand in additive manufacturing technologies, and our enhanced liquidity position (further discussed below), we expect to invest further in our production, development and commercial infrastructure during the remainder of 2021 in an effort to drive our future growth.

Merger Transaction

On August 11, 2021, we 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 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 “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 each share of our common stock held immediately prior to the Mergers, (i) $8.50 in cash and (ii) a number of shares of DM common stock, equal to the Exchange Ratio (defined below).

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

The Merger Agreement provides each of us and DM with certain termination rights and, under certain circumstances, may require us or DM to pay a termination fee.

The parties expect the transaction to close in the fourth quarter of 2021, subject to the receipt of required regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approvals of our stockholders and other customary closing conditions.

Backlog

At March 31,June 30, 2021, our backlog was approximately $47,800$48,700 of which approximately $40,200$40,800 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, 2020, our backlog was approximately $39,400 and at March 31,June 30, 2020 our backlog was approximately $33,800.$38,200.

Seasonality

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


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

Results of Operations

Net Loss

Net loss for the three months ended March 31,June 30, 2021 was $6,140,$5,574, or $0.29$0.25 per basic and diluted share, compared with a net loss of $3,648,$4,023, or $0.22$0.24 per basic and diluted share, for the three months ended March 31,June 30, 2020.  The increase in our net loss was principallyprimarily due to a decreaseincreases in both selling, general and administrative expenses and research and development expenses (further described below), partially offset by increases in gross profitmargin (further described below).

Net loss for the six months ended June 30, 2021 was $11,714, or $0.54 per basic and diluted share, compared with a net loss of $7,671, or $0.47 per basic and diluted share, for the six months ended June 30, 2020. The increase in our net loss was primarily due to increases in both selling, general and administrative expenses and research and development expenses (further described below) and the absence of a gain of $1,462 recognized during the three months ended March 31, 2020 associated with the sale-leaseback of our European headquarters and operating facility in Gersthofen, Germany.  Offsetting these increases in net loss was an increase in gross margin (further described below).

Revenue

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

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

3D printing machines

 

$

4,905

 

 

 

37.7

%

 

$

6,317

 

 

 

47.2

%

 

$

10,503

 

 

 

55.9

%

 

$

4,898

 

 

 

44.1

%

 

$

15,408

 

 

 

48.4

%

 

$

11,215

 

 

 

45.8

%

3D printed and other products, materials and services

 

 

8,116

 

 

 

62.3

%

 

 

7,066

 

 

 

52.8

%

 

 

8,279

 

 

 

44.1

%

 

 

6,201

 

 

 

55.9

%

 

 

16,395

 

 

 

51.6

%

 

 

13,267

 

 

 

54.2

%

 

$

13,021

 

 

 

100.0

%

 

$

13,383

 

 

 

100.0

%

 

$

18,782

 

 

 

100.0

%

 

$

11,099

 

 

 

100.0

%

 

$

31,803

 

 

 

100.0

%

 

$

24,482

 

 

 

100.0

%


Revenue for the three months ended March 31,June 30, 2021 was $13,021,$18,782, compared with revenue of $13,383$11,099 for the three months ended March 31,June 30, 2020, a decreasean increase of $362,$7,683, or 2.7%69.2%. The decreaseincrease in revenue resulted from a decrease in revenue attributable to our 3D printing machines product group, partially offset by an increase in revenue attributable to both of our 3D printed and other products, materials and services product group.groups.

The decreaseincrease in revenuesrevenue from 3D printing machines of $1,412$5,605 for the three months ended March 31,June 30, 2021, or 22.4%114.4%, as compared to the same period in the prior year, resulted primarily from lowerhigher volumes (seven(18 units sold during the three months ended March 31,June 30, 2021 versus 14eight units sold during the three months ended March 31,June 30, 2020), partially offset by a favorablean unfavorable mix of machines sold.

The increase in revenuesrevenue from 3D printed and other products, materials and services for the three months ended March 31,June 30, 2021 of $1,050,$2,078, or 14.9%33.5%, resulted primarily from an increase of $1,733 in consumable materials and aftermarket revenues of $639 based on growth in our global installed base of 3D printing machines and an increase of $633$692 associated with funded research and development arrangements primarily duerelated to a healthcare project commencing during the fourth quarter of 2020.work performed in connection with two larger government projects.  Offsetting these increases were reductions in revenuesrevenue of $189$403 from our global EACs primarily(metal and sand) based on lower customer demand for indirect printed products.

Revenue for the six months ended June 30, 2021 was $31,803, compared with revenue of $24,482 for the same period in the prior year, an increase of $7,321, or 29.9%. 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 $4,193 for the six months ended June 30, 2021, or 37.4%, resulted primarily from a favorable mix of machines sold and from higher volumes (25 units sold during the six months ended June 30, 2021 versus 22 units sold during the six months ended June 30, 2020).

The increase in revenue from 3D printed and other products, materials and services of $3,128 for the six months ended June 30, 2021, or 23.6%, resulted primarily from an increase of $2,270 in consumable materials and aftermarket revenues based on growth in our global installed base of 3D printing machines and an increase of $1,325 associated with funded research and development arrangements primarily related to work performed in connection with two larger government projects and a healthcare project. Offsetting these increases were reductions in revenue of $591 from our global EACs (metal and sand) based on lower customer demand for printed products.

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


Cost of Sales and Gross Profit

Cost of sales for the three months ended March 31,June 30, 2021 was $11,021,$13,906, compared with cost of sales of $9,754$8,009 for the three months ended March 31,June 30, 2020, an increase of $1,267,$5,897, or 13.0%73.6%. Gross profit for the three months ended March 31,June 30, 2021 was $2,000,$4,876, compared with gross profit of $3,629$3,090 for the three months ended March 31,June 30, 2020, a decreasean increase of $1,629.$1,786. Gross profit percentage was 15.4%26.0% for the three months ended March 31,June 30, 2021, compared with 27.1%27.8% for the three months ended March 31,June 30, 2020.

The decreaseincrease in gross profit was primarily due to lower realized pricinghigher revenue volumes, partially offset by the continued impact of operating inefficiencies and challenges driven by the COVID-19 operating environment resulting in higher input costs, low contribution margin on products, unfavorable warranty experience,X1 25Pro system sales following their initial introduction to market and an increase in net chargesproductive workforce costs to meet increased demand from customers.

Cost of sales for slow-movingthe six months ended June 30, 2021 was $24,927, compared with cost of sales of $17,763 for the six months ended June 30, 2020, an increase of $7,164, or 40.3%. Gross profit for the six months ended June 30, 2021 was $6,876, compared with gross profit of $6,719 for the six months ended June 30, 2020, an increase of $157. Gross profit percentage was 21.6% for the six months ended June 30, 2021, compared with 27.4% for the six months ended June 30, 2020.

The increase in gross profit during the six months ended June 30, 2021 was primarily due to higher revenue volumes, partially offset by continued impact of operating inefficiencies and obsolete inventories between periods.challenges driven by the COVID-19 operating environment resulting in higher input costs, low contribution margin on X1 25Pro system sales following their initial introduction to market and an increase in productive workforce costs to meet increased demand from customers.

Research and Development

Research and development expenses for the three months ended March 31,June 30, 2021 were $2,624,$3,008, compared with research and development expenses of $2,476$2,369 for the three months ended March 31,June 30, 2020, an increase of $148,$639, or 6.0%27.0%. The increase in research and development expenses was primarily due to an increase of $179$473 in material-related costs incurred associated with systems and materials development of binder jetting technology and an increase of $419 in employee-related costs, principally due to headcount increases. Offsetting these increases was a decrease of $336 in depreciation expense based on the recognition of accelerated depreciation of a 3D printing machinerelated to property and equipment used for research and development as a resultpurposes.

Research and development expenses for the six months ended June 30, 2021 were $5,632, compared with research and development expenses of a technical evaluation undertaken during$4,845 for the periodsix months ended June 30, 2020, an increase of $787, or 16.2%. The increase in research and development expenses was primarily due to an increase of $575 in material-related costs incurred associated with systems and materials development of binder jetting technology and an increase of $102$450 in material relatedemployee-related costs, based primarily on increases in machine development spending.principally due to headcount increases. Offsetting these increases was a reductiondecrease of $157 in travel-related costs associated with COVID-19 of $55depreciation expense related to property and a reduction in consultingequipment used for research and professional fees of $54.development purposes.


Selling, General and Administrative

Selling, general and administrative expenses for the three months ended March 31,June 30, 2021 were $5,893,$7,198, compared with selling, general and administrative expenses of $6,163$4,488 for the three months ended March 31,June 30, 2020, a decreasean increase of $270,$2,710, or 4.4%60.4%. The decreaseincrease in selling, general and administrative expenses was principallyprimarily due to decreases associated with COVID-19, includingincreases in employee-related costs of $262$556 due to investments in our commercial infrastructure, an increase in commissions of $573 based on higher revenues and travel-relatedan increase of $644 in consulting and professional fees following certain cost reductions brought about by COVID-19 during the second quarter of 2020.  There was also an increase of $225 in sales promotion and trade show expenses (no trade shows were attended during the second quarter of $183, as well as2020 due to COVID-19), a net recovery for bad debts of $47$174 increase in insurance expense due to increased coverage and higher premiums, and a $173 increase in equity-based compensation expense for the three months ended March 31, 2021 as compared to bad debt expense of $51June 30, 2021.

Selling, general and administrative expenses for the threesix months ended March 31, 2020. Offsetting these decreasesJune 30, 2021 were $13,091, compared with selling, general and administrative expenses of $10,651 for the six months ended June 30, 2020, an increase of $2,440, or 22.9%. The increase in selling, general and administrative expenses was primarily due to an increase of $823 in consulting and professional fees following certain cost reductions brought about by COVID-19 during the six months ended June 30, 2020, an increase in commissions of $179.$556 based on higher revenues and an increase in employee-related costs of $293 due to investments in our commercial infrastructure.  There was also an increase of $287 in sales promotion and trade show expenses, a $184 increase in insurance expense due to increased coverage and higher premiums, and a $126 increase in equity-based compensation expense for the six months ended June 30, 2021.

Interest Expense

Interest expense for the three months ended March 31,June 30, 2021 was $160,$7, compared with interest expense of $64$53 for the three months ended June 30, 2020, a decrease of $46, or 86.8%. 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 June 30, 2020 and the absence of $19 in interest expense associated with the building note payable recognized during the three months ended June 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.  Offsetting these decreases was an increase of $7 in interest expense associated with the Paycheck Protection Program (“PPP”) loan recognized during the three months ended June 30, 2021 (Note 11).

Interest expense for the six months ended June 30, 2021 was $167, compared with interest expense of $117 for the six months ended June 30, 2020, an increase of $96,$50, or 150.0%42.7%. The increase in interest expense was principallyprimarily due to a $105 loss on the extinguishment of debt recognized due to the termination of our related party revolving credit facility (Note 10) during the three months ended March 31, 2021 and a $14 loss on extinguishment of debt due to the extinguishment of our building note payable (Note 11) during the three-months ended March 31, 2021. Offsetting these increases was lower2021, partially offset by the absence of interest expense associated with the related party revolving credit facility (including lower debt issuance cost amortization) following amendmentits termination and the absence of interest expense associated with the Credit Agreement in February 2020.building note payable following its extinguishment.

Other (Income) Expense – Net

Other (income) expense – net for the three months ended March 31,June 30, 2021 was ($125),$236, compared with other (income) expense – net of ($190)$195 for the three months ended March 31,June 30, 2020. The changeincrease of $65$41 was principallyprimarily due to a $156 increase due to unfavorable foreign exchange rate changes and the related impact on certain intercompany transactions between subsidiaries for which settlement has occurred or is planned.planned, partially offset by a decrease of $50 in banking fees.

18Other expense – net for the six months ended June 30, 2021 was $111, compared with other expense – net of $5 for the six months ended June 30, 2020.  The increase of $106 was primarily due to a $185 increase due to unfavorable foreign exchange rate changes and the related impact on certain intercompany transactions between subsidiaries for which settlement has occurred or is planned, partially offset by a decrease of $45 in banking fees.


Provision (Benefit) Provision for Income Taxes

The (benefit) provision for income taxes for the three months ended March 31,June 30, 2021 and 2020 was ($412)$1 and $226,$8, respectively. The (benefit) provision for income taxes for the six months ended June 30, 2021 and 2020 was ($411) and $234, 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 anour 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 March 31,June 30, 2021 and 2020 was 6.3%0.0% (provision on a loss) and 0.2% (provision on a loss), respectively. The effective tax rate for the six months ended June 30, 2021 and 2020 was 3.4% (benefit on a loss) and 6.6%3.1% (provision on a loss), respectively.

For the three months ended March 31,June 30, 2021 and the three months and six months ended June 30, 2020, the 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 six months ended June 30, 2021, the effective tax rate differed from the United States federal statutory rate of 21.0% primarily due to net changes in valuation allowances for the period and recognition of a discrete income tax benefit of $412 related to the carryback of net operating losses in Japan.  During the three months ended March 31, 2021, we received confirmation from Japanese tax authorities that ExOne KK met the definition of a small or medium-sized enterprise (SME) under Japanese tax regulations, eliminating certain restrictions on the use of net operating losses to offset taxable income. ExOne KK filed amended tax returns related to tax years 2016 through 2019 to carryback net operating losses, resulting in total tax refunds of $412.

For the three months ended March 31, 2020, 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.

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.

Impact of Inflation

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

Liquidity and Capital Resources

We have incurred a net loss in each of our annual periods since our inception. We incurred a net loss of $6,140$5,574 and $11,714 for the three months and six months ended March 31, 2021.June 30, 2021, respectively. At March 31,June 30, 2021, we had $137,321$127,931 in unrestricted cash and cash equivalents.

Common Stock Offerings

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 $303,255 to fund our operations.

In September 2020, we entered into an Equity Distribution Agreement with Canaccord Genuity LLC (“Canaccord”) pursuant to which Canaccord agreed to act as sales agent in the sale of up to $25,000 in the aggregate of our common stock in “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Terms of the Equity Distribution Agreement required a 3.0% commission on the sale of our common stock as well as the reimbursement of certain expenses incurred by Canaccord.  We did not sell any shares under the Equity Distribution Agreement during the three months ended March 31, 2021.

In February 2021, we terminated the Equity Distribution Agreement.  At the time of the termination of the agreement,Equity Distribution Agreement, the remaining maximum offering capacity was $9,269. We did not sell any shares of our common stock under the Equity Distribution Agreement during 2021 prior to its termination. There were no fees or penalties incurred by us in connection with the termination of the Equity Distribution Agreement.

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

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. During the three months ended March 31, 2021, weWe incurred expenses (other than underwriting discounts and commissions) associated with the common stock offering of $266.  $266, all of which was recognized during the three months ended March 31, 2021.

19We have not sold any shares of our common stock through common stock offerings subsequent to the February 2021 common stock offering.


Related Party Revolving Credit Facility

 

On March 12, 2018, we and our ExOne Americas LLC and ExOne GmbH subsidiaries, as guarantors (collectively, the “Loan Parties”), entered into a Credit Agreement and related ancillary agreements with LBM Holdings, LLC (“LBM”), a company controlled by S. Kent Rockwell, who was our Executive Chairman (a related party) at such date and is currently our Chairman, relating to a $15,000 revolving credit facility (the “Credit Agreement”) to provide additional funding to us for working capital and general


corporate purposes. The Credit Agreement provided a credit facility for a term of three years (through March 12, 2021), bearing interest at a rate of one-month LIBOR plus an applicable margin of 500 basis points. The Credit Agreement required a commitment fee of 75 basis points, or 0.75%, on the unused portion of the facility, payable monthly in arrears. In addition, an up-front commitment fee of 125 basis points, or 1.25% ($188), was required at closing. Borrowings under the Credit Agreement were collateralized by the accounts receivable, inventories and machinery and equipment of the Loan Parties.

 

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

 

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

 

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

 

As the credit facility was terminated in March 2021, we did not recognize any interest expense related to the credit facility recognized subsequent to the three months ended March 31, 2021.  There were no borrowings under the credit facility during the three months ended March 31, 2021 or 2020.prior to its termination.

Paycheck Protection Program

 

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

Pursuant to the terms of the Note, the Loan bears interest at a rate of 1.00% per annum and matures on April 18, 2022 (the “Maturity Date”). Under the terms of the Note, principal and interest payments on the Loan were deferred until November 18, 2020, at which time equal installments of principal and interest would have been due and payable monthly through the Maturity Date. Subsequent to us entering into the Note, in June 2020, the Paycheck Protection Program Flexibility Act of 2020 was enacted, which extended the deferral of principal and interest payments on the Loan from November 2020 to August 2021.  The Note may be prepaid by us at any time prior to maturity without penalty. If we default on the Note, the Lender may, at its option, accelerate the maturity of our obligations under the Note.

Pursuant to the terms of the PPP, the Loan, or a portion thereof, may be forgiven if Loan proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, costs used to continue group health care benefits, mortgage interest payments, rent and utilities. We used all of the Loan proceeds for qualifying expenses. The termsDuring June 2021, we submitted an application to the SBA requesting full forgiveness of the Loan. Upon receipt of the forgiveness application, the SBA had 90 days to provide their response or request additional information.

On July 8, 2021, we received notice from the SBA that the Loan had been forgiven in full, including eligibilityforgiveness of all interest accrued to date. This formal notice from the SBA legally released us of any obligations under the Loan. As a result, we recognized a gain on extinguishment of debt 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 may be subjectof accrued interest. As the Loan was forgiven subsequent to further requirementsJune 30, 2021, the Loan balance and associated accrued interest remained recorded in the Paycheck Protection Program Flexibility Act of 2020 and in regulations and guidance adopted by the SBA. accompanying condensed consolidated balance sheet at June 30, 2021.


We have elected to account for the Loan in accordance with the terms of the Note while its forgiveness eligibility remains subject to review.

Building Note Payable

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

On February 26, 2021, we extinguished our building note payable in-full through cash payment of $1,199. We did not incur any prepayment penalties related to the extinguishment of the building note payable in advance of the maturity date (May 2027). At the extinguishment date, the net carrying amount of the building note payable was $1,185. As a result, during the three months ended March 31, 2021, 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 representsrepresented the write-off of unamortized debt issuance costs.

20As 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.


Cash Flows

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

March 31,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net cash used for operating activities

 

$

(5,903

)

 

$

(4,739

)

 

$

(13,201

)

 

$

(7,337

)

Net cash (used for) provided by investing activities

 

 

(1,067

)

 

 

15,890

 

 

 

(2,689

)

 

 

15,638

 

Net cash provided by (used for) financing activities

 

 

95,314

 

 

 

(42

)

Net cash provided by financing activities

 

 

95,496

 

 

 

5,522

 

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

 

 

(244

)

 

 

(31

)

 

 

(315

)

 

 

100

 

Net change in cash, cash equivalents, and restricted cash

 

$

88,100

 

 

$

11,078

 

 

$

79,291

 

 

$

13,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

2021

 

 

December 31,

2020

 

 

June 30, 2021

 

 

December 31, 2020

 

Cash and cash equivalents

 

$

137,321

 

 

$

49,668

 

 

$

127,931

 

 

$

49,668

 

Restricted cash

 

 

955

 

 

 

508

 

 

 

1,536

 

 

 

508

 

Cash, cash equivalents, and restricted cash

 

$

138,276

 

 

$

50,176

 

 

$

129,467

 

 

$

50,176

 

 

Operating Activities

Net cash used for operating activities for the threesix months ended March 31,June 30, 2021 was $5,903,$13,201, compared with net cash used for operating activities of $4,739$7,337 for the threesix months ended March 31,June 30, 2020. The increase in net cash outflows of $1,164$5,864 was due principally to an increase in our net loss, net of noncash items, as well as an unfavorable change in our net working capital. Unfavorable changes in net working capital are due primarily to 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 inventory purchases (consistent with our growth in backlog). Unfavorable changes in net working capital were, partially offset by an increase in net cash inflows related to the timing of payments to our suppliers and vendors for our production and operating expenses.

Investing Activities

Net cash used for investing activities for the threesix months ended March 31,June 30, 2021 was $1,067,$2,689, compared with net cash provided by investing activities of $15,890$15,638 for the threesix months ended March 31,June 30, 2020.

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

For the threesix months ended March 31,June 30, 2020, net cash provided by investing activities included $16,228$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.

We expect our remaining 2021 capital expenditures during the second half of 2021 to continue to be limited to spending associated withfocused on sustaining our strategic operations and strategic asset acquisition and deployment (estimated spending during the remainder of 2021 of approximately $2,500$2,000 to $3,500)$2,500).

Financing Activities

Net cash provided by financing activities for the threesix months ended March 31,June 30, 2021 was $95,314,$95,496, compared with net cash used forprovided by financing activities of $42$5,522 for the threesix months ended March 31,June 30, 2020.


For the threesix months ended March 31,June 30, 2021, net cash provided by financing activities primarily included cash inflows of $95,446$95,288 in proceeds from our common stock offering,offerings, net of issuance costs (further discussed above) and $1,100$1,449 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 threesix months ended March 31,June 30, 2020, net cash used for provided by financing activities primarily included paymentscash inflows of $2,894 in proceeds from at-the-market offerings of common stock, net of issuance costs, $2,194 in proceeds from borrowings on long-term debt.debt associated with our PPP Loan (further discussed above), and $541 in proceeds from the exercise of stock options by employees.

Financial Condition

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

Restricted cash increased by $447$1,028 due to additional cash collateral required by United States banks related to our current and former corporate credit card programs. At June 30, 2021, we were required to maintain collateral related to both our current ($600 in cash collateral) and former ($508 in cash collateral) corporate credit card programs. Upon full termination of our former corporate credit card program, we will no longer be required to maintain cash collateral related to former corporate credit card program.  There was also an increase in financial guarantees and letters of credit issued through our credit facility with a German bank, resulting in an increase in required cash collateral associated with those financial guarantees and letters of credit.

Accounts receivable decreasedincreased by $400$1,286 based on the timing of cash payments by customers (principally the timing of cash collections on 3D printing machine sales).

21


Inventories increased by $2,453$2,424 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 $2,273, mostly$2,246, 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 to providers as compared to the period of coverage) and foreign tax refund receivables (related to the carryback of net operating losses in Japan).

Property and equipment – net increased by $129,$1,969, mostly due to capital expenditures of $1,312$2,450 and net transfers of 3D printing machines from inventory to property and equipment of $346,$1,802, partially offset by decreasesa decrease due to depreciation expense of $993$1,852 recognized during the period. The remaining decrease was primarily due to the effect of changes in foreign exchange rates on property and equipment balances recorded in Germany and Japan.

Operating lease right-of-use assets decreased by $614,$1,012, principally due to the amortization of the right-of-use asset associated with the lease for our European headquarters and operating facility in Gersthofen, Germany during the period.

Accounts payable increased by $1,657$1,505 due to the timing of payments to our suppliers and vendors for our production and operating expenses.

Accrued expenses and other current liabilities increased by $474,$609, principally due to an increase of $563 in accrued salaries, vacations, and accrued vacationbonuses resulting primarily from increased headcount, partially offset by a net decrease in product warranty reserves.

Operating lease liabilities decreased by $614,$1,012, principally due to payments made under the lease agreement for our European headquarters and operating facility in Gersthofen, Germany during the period.

Contract liabilities increased $1,380$1,325 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.    

Off Balance Sheet Arrangements

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.

At March 31,June 30, 2021, total outstanding financial guarantees and letters of credit issued by us were $1,713$1,715 (€1,461)1,440), of which $1,619$1,616 (€1,381)1,360) were issued through the credit facility with a German bank. Cash collateral of $447$428 (€381)360) 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 JuneJuly 2021 through March 2023.


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

For further discussion related to financial guarantees and letters of credit issued by ExOne GmbH, refer to Note 9 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Recently Issued and Adopted Accounting Guidance

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

Critical Accounting Policies and Estimates

Refer to Note 1 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, 2020.

 


Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

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.

Item 4.     Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31,June 30, 2021. These controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner to allow timely decisions regarding required disclosures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31,June 30, 2021.

Change in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31,June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

23



PART II – OTHER INFORMATION

Item 1.     Legal Proceedings.

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.

Item 1A.     Risk Factors.

There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

 

Item 6.     Exhibits.

(a)(3) Exhibits

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

24



EXHIBIT INDEX

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

 

Exhibit

Number

 

Description

 

Method of Filing

  10.1

Underwriting Agreement dated as of February 10, 2021, by and among the Company, Canaccord Genuity LLC and Stifel, Nicolaus & Company, Incorporated, as Representative for the several Underwriters.

Incorporated by reference to Exhibit 10.1 on Form 8-K (#001-35806) filed on February 12, 2021.

  10.2

Form of Executive Stock Performance Program Notice of Inclusion.

Incorporated by reference to Exhibit 10.5 on Form 10-K (#001-35806) filed on March 11, 2021.

 

 

 

 

 

  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

 

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

 

Filed herewith.

 

 

 

 

 

 


Signatures

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

 

 

The ExOne Company

 

 

 

 

By:

 

/s/ John F. Hartner

 

 

 

John F. Hartner

 

 

 

Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

 

 

Date:

 

May 17,August 11, 2021

 

 

 

 

 

By:

 

/s/ Douglas D. Zemba

 

 

 

Douglas D. Zemba

 

 

 

Chief Financial Officer

 

 

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

Date:

 

May 17,August 11, 2021

 

2630