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 September 30, 2018
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)
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 November 8, 2018, 16,299,952 shares of common stock, par value $0.01, were outstanding.
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY AND A SMALLER REPORTING COMPANY
Emerging Growth Company
Since our initial public offering, we have continued to qualify as an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An EGC may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies.
As an EGC:
|
▪ |
We are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; |
|
▪ |
We are permitted to provide less extensive disclosure about our executive compensation arrangements; |
|
▪ |
We are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements; and |
|
▪ |
We have elected to use an extended transition period for complying with new or revised accounting standards. |
We may choose to take advantage of some, but not all, of these reduced burdens. We will continue to operate under these provisions until December 31, 2018, or such earlier time that we are no longer an EGC. We would cease to be an EGC if we have more than $1.07 billion in annual revenues, qualify as a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.
Smaller Reporting Company
Following the Securities and Exchange Commission’s recent amendment to the definition of “smaller reporting company” in Rule 12b-2 of the Exchange Act, which was effective on September 10, 2018, we qualify as a smaller reporting company and may take advantage of the scaled disclosure requirements applicable to smaller reporting companies effective with the filing of this Quarterly Report on Form 10-Q. Many of the same reduced reporting requirements available to us as an EGC are also available to us as a smaller reporting company, in addition to others. To the extent that we continue to qualify as a smaller reporting company, after we cease to qualify as an EGC, those reduced reporting requirements may continue to be available to us.
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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Revenue |
|
$ |
16,589 |
|
|
$ |
15,887 |
|
|
$ |
39,339 |
|
|
$ |
37,555 |
|
Cost of sales |
|
|
10,016 |
|
|
|
11,790 |
|
|
|
28,560 |
|
|
|
29,829 |
|
Gross profit |
|
|
6,573 |
|
|
|
4,097 |
|
|
|
10,779 |
|
|
|
7,726 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
2,444 |
|
|
|
2,871 |
|
|
|
8,474 |
|
|
|
7,219 |
|
Selling, general and administrative |
|
|
5,200 |
|
|
|
6,062 |
|
|
|
17,755 |
|
|
|
18,338 |
|
|
|
|
7,644 |
|
|
|
8,933 |
|
|
|
26,229 |
|
|
|
25,557 |
|
Loss from operations |
|
|
(1,071 |
) |
|
|
(4,836 |
) |
|
|
(15,450 |
) |
|
|
(17,831 |
) |
Other (income) expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
73 |
|
|
|
24 |
|
|
|
179 |
|
|
|
69 |
|
Other (income) expense ̶ net |
|
|
(838 |
) |
|
|
(11 |
) |
|
|
(936 |
) |
|
|
134 |
|
|
|
|
(765 |
) |
|
|
13 |
|
|
|
(757 |
) |
|
|
203 |
|
Loss before income taxes |
|
|
(306 |
) |
|
|
(4,849 |
) |
|
|
(14,693 |
) |
|
|
(18,034 |
) |
Provision for income taxes |
|
|
17 |
|
|
|
14 |
|
|
|
52 |
|
|
|
23 |
|
Net loss |
|
$ |
(323 |
) |
|
$ |
(4,863 |
) |
|
$ |
(14,745 |
) |
|
$ |
(18,057 |
) |
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.02 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.91 |
) |
|
$ |
(1.13 |
) |
Diluted |
|
$ |
(0.02 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.91 |
) |
|
$ |
(1.13 |
) |
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(323 |
) |
|
$ |
(4,863 |
) |
|
$ |
(14,745 |
) |
|
$ |
(18,057 |
) |
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
(429 |
) |
|
|
1,194 |
|
|
|
(1,267 |
) |
|
|
4,713 |
|
Comprehensive loss |
|
$ |
(752 |
) |
|
$ |
(3,669 |
) |
|
$ |
(16,012 |
) |
|
$ |
(13,344 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
The ExOne Company and Subsidiaries
Condensed Consolidated Balance Sheet (Unaudited)
(in thousands, except per-share and share amounts)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2018 |
|
|
2017 |
|
||
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
10,705 |
|
|
$ |
21,848 |
|
Restricted cash |
|
|
1,312 |
|
|
|
330 |
|
Accounts receivable ̶ net of allowance of $686 (2018) and $1,193 (2017) |
|
|
5,384 |
|
|
|
8,647 |
|
Inventories ̶ net |
|
|
20,719 |
|
|
|
15,430 |
|
Prepaid expenses and other current assets |
|
|
3,585 |
|
|
|
1,710 |
|
Total current assets |
|
|
41,705 |
|
|
|
47,965 |
|
Property and equipment ̶ net |
|
|
42,917 |
|
|
|
46,797 |
|
Intangible assets ̶ net |
|
|
— |
|
|
|
62 |
|
Other noncurrent assets |
|
|
692 |
|
|
|
736 |
|
Total assets |
|
$ |
85,314 |
|
|
$ |
95,560 |
|
Liabilities |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
142 |
|
|
$ |
137 |
|
Current portion of capital leases |
|
|
14 |
|
|
|
15 |
|
Accounts payable |
|
|
3,534 |
|
|
|
4,291 |
|
Accrued expenses and other current liabilities |
|
|
5,681 |
|
|
|
6,081 |
|
Deferred revenue and customer prepayments |
|
|
14,129 |
|
|
|
8,282 |
|
Total current liabilities |
|
|
23,500 |
|
|
|
18,806 |
|
Long-term debt ̶ net of current portion |
|
|
1,401 |
|
|
|
1,508 |
|
Capital leases ̶ net of current portion |
|
|
38 |
|
|
|
36 |
|
Other noncurrent liabilities |
|
|
1 |
|
|
|
1 |
|
Total liabilities |
|
|
24,940 |
|
|
|
20,351 |
|
Contingencies and commitments |
|
|
|
|
|
|
|
|
Stockholders' equity |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 200,000,000 shares authorized, 16,232,951 (2018) and 16,124,617 (2017) shares issued and outstanding |
|
|
162 |
|
|
|
161 |
|
Additional paid-in capital |
|
|
174,894 |
|
|
|
173,718 |
|
Accumulated deficit |
|
|
(103,931 |
) |
|
|
(89,186 |
) |
Accumulated other comprehensive loss |
|
|
(10,751 |
) |
|
|
(9,484 |
) |
Total stockholders' equity |
|
|
60,374 |
|
|
|
75,209 |
|
Total liabilities and stockholders' equity |
|
$ |
85,314 |
|
|
$ |
95,560 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
The ExOne Company and Subsidiaries
Condensed Statement of Consolidated Cash Flows (Unaudited)
(in thousands)
|
|
Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2018 |
|
|
2017 |
|
||
Operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(14,745 |
) |
|
$ |
(18,057 |
) |
Adjustments to reconcile net loss to net cash used for operations: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
4,039 |
|
|
|
4,966 |
|
Equity-based compensation |
|
|
656 |
|
|
|
2,043 |
|
Amortization of debt issuance costs |
|
|
52 |
|
|
|
4 |
|
Recoveries for bad debts ̶ net |
|
|
(40 |
) |
|
|
(51 |
) |
Provision for slow-moving, obsolete and lower of cost or net realizable value inventories ̶ net |
|
|
910 |
|
|
|
1,872 |
|
Gain from disposal of property and equipment ̶ net |
|
|
(33 |
) |
|
|
(322 |
) |
Changes in assets and liabilities, excluding effects of foreign currency translation adjustments: |
|
|
|
|
|
|
|
|
Decrease in accounts receivable |
|
|
3,166 |
|
|
|
288 |
|
Increase in inventories |
|
|
(7,458 |
) |
|
|
(2,772 |
) |
Increase in prepaid expenses and other assets |
|
|
(761 |
) |
|
|
(1,438 |
) |
(Decrease) increase in accounts payable |
|
|
(637 |
) |
|
|
2,032 |
|
Decrease in accrued expenses and other liabilities |
|
|
(206 |
) |
|
|
(522 |
) |
Increase (decrease) in deferred revenue and customer prepayments |
|
|
6,168 |
|
|
|
(938 |
) |
Net cash used for operating activities |
|
|
(8,889 |
) |
|
|
(12,895 |
) |
Investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(1,192 |
) |
|
|
(874 |
) |
Proceeds from sale of property and equipment |
|
|
77 |
|
|
|
3,702 |
|
Net cash (used for) provided by investing activities |
|
|
(1,115 |
) |
|
|
2,828 |
|
Financing activities |
|
|
|
|
|
|
|
|
Payments on long-term debt |
|
|
(106 |
) |
|
|
(102 |
) |
Payments on capital leases |
|
|
(13 |
) |
|
|
(64 |
) |
Debt issuance costs |
|
|
(265 |
) |
|
|
— |
|
Proceeds from exercise of employee stock options |
|
|
521 |
|
|
|
— |
|
Net cash provided by (used for) financing activities |
|
|
137 |
|
|
|
(166 |
) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
|
(294 |
) |
|
|
882 |
|
Net change in cash, cash equivalents, and restricted cash |
|
|
(10,161 |
) |
|
|
(9,351 |
) |
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
22,178 |
|
|
|
28,155 |
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
12,017 |
|
|
$ |
18,804 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash investing and financing activities |
|
|
|
|
|
|
|
|
Transfer of internally developed 3D printing machines from inventories to property and equipment for internal use or leasing activities |
|
$ |
1,521 |
|
|
$ |
2,363 |
|
Transfer of internally developed 3D printing machines from property and equipment to inventories for sale |
|
$ |
847 |
|
|
$ |
597 |
|
Property and equipment included in assets held for sale (Note 5) |
|
$ |
822 |
|
|
$ |
— |
|
Property and equipment acquired through financing arrangements |
|
$ |
14 |
|
|
$ |
48 |
|
Property and equipment included in accounts payable |
|
$ |
48 |
|
|
$ |
94 |
|
Property and equipment included in accrued expenses and other current liabilities |
|
$ |
4 |
|
|
$ |
84 |
|
Advance deposits on property and equipment |
|
$ |
— |
|
|
$ |
12 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
The ExOne Company and Subsidiaries
Condensed Statement of Changes in Consolidated Stockholders’ Equity (Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
Total |
|
||
|
|
Common stock |
|
|
Additional |
|
|
Accumulated |
|
|
comprehensive |
|
|
stockholders' |
|
|||||||||
|
|
Shares |
|
|
$ |
|
|
paid-in capital |
|
|
deficit |
|
|
loss |
|
|
equity |
|
||||||
Balance at December 31, 2016 |
|
|
16,017 |
|
|
$ |
160 |
|
|
$ |
171,116 |
|
|
$ |
(68,761 |
) |
|
$ |
(14,735 |
) |
|
$ |
87,780 |
|
Cumulative-effect adjustment due to the adoption of Financial Accounting Standards Board Accounting Standards Update 2016-16 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(408 |
) |
|
|
— |
|
|
|
(408 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,791 |
) |
|
|
— |
|
|
|
(6,791 |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,026 |
|
|
|
1,026 |
|
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
561 |
|
|
|
— |
|
|
|
— |
|
|
|
561 |
|
Common stock issued from equity incentive plan |
|
|
29 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance at March 31, 2017 |
|
|
16,046 |
|
|
|
160 |
|
|
|
171,677 |
|
|
|
(75,960 |
) |
|
|
(13,709 |
) |
|
|
82,168 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,403 |
) |
|
|
— |
|
|
|
(6,403 |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,493 |
|
|
|
2,493 |
|
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
274 |
|
|
|
— |
|
|
|
— |
|
|
|
274 |
|
Balance at June 30, 2017 |
|
|
16,046 |
|
|
|
160 |
|
|
|
171,951 |
|
|
|
(82,363 |
) |
|
|
(11,216 |
) |
|
|
78,532 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,863 |
) |
|
|
— |
|
|
|
(4,863 |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,194 |
|
|
|
1,194 |
|
Equity-based compensation |
|
|
— |
|
|
|
1 |
|
|
|
1,207 |
|
|
|
— |
|
|
|
— |
|
|
|
1,208 |
|
Common stock issued from equity incentive plan |
|
|
46 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance at September 30, 2017 |
|
|
16,092 |
|
|
$ |
161 |
|
|
$ |
173,158 |
|
|
$ |
(87,226 |
) |
|
$ |
(10,022 |
) |
|
$ |
76,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2017 |
|
|
16,125 |
|
|
$ |
161 |
|
|
$ |
173,718 |
|
|
$ |
(89,186 |
) |
|
$ |
(9,484 |
) |
|
$ |
75,209 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,385 |
) |
|
|
— |
|
|
|
(6,385 |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,402 |
|
|
|
1,402 |
|
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
379 |
|
|
|
— |
|
|
|
— |
|
|
|
379 |
|
Common stock issued from equity incentive plan |
|
|
25 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance at March 31, 2018 |
|
|
16,150 |
|
|
|
161 |
|
|
|
174,097 |
|
|
|
(95,571 |
) |
|
|
(8,082 |
) |
|
|
70,605 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,037 |
) |
|
|
— |
|
|
|
(8,037 |
) |
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,240 |
) |
|
|
(2,240 |
) |
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
Balance at June 30, 2018 |
|
|
16,150 |
|
|
|
161 |
|
|
|
174,092 |
|
|
|
(103,608 |
) |
|
|
(10,322 |
) |
|
|
60,323 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(323 |
) |
|
|
— |
|
|
|
(323 |
) |
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(429 |
) |
|
|
(429 |
) |
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
282 |
|
|
|
— |
|
|
|
— |
|
|
|
282 |
|
Exercise of employee stock options |
|
|
66 |
|
|
|
1 |
|
|
|
520 |
|
|
|
— |
|
|
|
— |
|
|
|
521 |
|
Common stock issued from equity incentive plan |
|
|
17 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance at September 30, 2018 |
|
|
16,233 |
|
|
$ |
162 |
|
|
$ |
174,894 |
|
|
$ |
(103,931 |
) |
|
$ |
(10,751 |
) |
|
$ |
60,374 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
The ExOne Company and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(dollars in thousands, except per-share and share amounts)
Note 1. Basis of Presentation
Organization
The ExOne Company (“ExOne”) is a corporation organized under the laws of the state of Delaware. ExOne was formed on January 1, 2013, when The Ex One Company, LLC, a Delaware limited liability company, merged with and into a Delaware corporation, which survived and changed its name to The ExOne Company (the “Reorganization”). As a result of the Reorganization, The Ex One Company, LLC became ExOne, the common and preferred interest holders of The Ex One Company, LLC became holders of common stock and preferred stock, respectively, of ExOne, and the subsidiaries of The Ex One Company, LLC became the subsidiaries of ExOne. The condensed consolidated financial statements include the accounts of ExOne, its wholly-owned subsidiaries, ExOne Americas LLC (United States); ExOne GmbH (Germany); ExOne Property GmbH (Germany); ExOne KK (Japan); ExOne Italy S.r.l (Italy); and through December 2017, ExOne Sweden AB (Sweden). Collectively, the consolidated group is referred to as the “Company”.
The Company filed a registration statement on Form S-3 (No. 333-223690) with the Securities and Exchange Commission (“SEC”) on March 15, 2018. The purpose of the Form S-3 was to register, among other securities, debt securities. Subsidiaries of the Company are co-registrants with the Company (“Subsidiary Guarantors”), and the registration statement registered guarantees of debt securities by one or more of the Subsidiary Guarantors. The Subsidiary Guarantors are 100% owned by the Company and any guarantees by the Subsidiary Guarantors will be full and unconditional.
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, 2017 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, 2017, which includes all disclosures required by GAAP.
The preparation of these condensed consolidated financial statements requires the Company to make certain judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. Areas that require significant judgments, estimates and assumptions include accounting for accounts receivable (including the allowance for doubtful accounts); inventories (including the allowance for slow-moving and obsolete inventories); product warranty reserves; contingencies; income taxes (including the valuation allowance on certain deferred tax assets and liabilities for uncertain tax positions); equity-based compensation (including the valuation of certain equity-based compensation awards issued by the Company); and testing for impairment of long-lived assets (including the identification of asset groups by management, estimates of future cash flows of identified asset groups and fair value estimates used in connection with assessing the valuation of identified asset groups). The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Recently Adopted Accounting Guidance
On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2017-09, “Compensation – Stock Compensation: Scope of Modification Accounting.” This ASU requires registrants to apply modification accounting unless three specific criteria are met. The three criteria are: the fair value of the award is the same before and after the modification, the vesting conditions are the same before and after the modification and the classification as a debt or equity award is the same before and after the modification. Management has determined that the adoption of this ASU did not have an impact on the consolidated financial statements of the Company.
On January 1, 2017, the Company adopted FASB ASU 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory.” This ASU modifies existing guidance and is intended to reduce diversity in practice with respect to the accounting for the income tax consequences of intra-entity transfers of assets. The ASU indicates that the former exception to income tax accounting that requires companies to defer the income tax effects of certain intercompany transactions would apply only to intercompany inventory transactions. That is, the exception no longer applies to intercompany sales and transfers of other assets (e.g., property and equipment or intangible assets). Under the former exception, income tax expense associated with intra-entity profits in an intercompany sale or transfer of assets was eliminated from earnings. Instead, that cost was deferred and recorded on the balance sheet (e.g., as a prepaid asset) until the assets left the consolidated group. Similarly, the entity was prohibited from recognizing deferred tax assets for the increases in tax bases due to the intercompany sale or transfer. A modified retrospective basis of adoption was required for this ASU. As a result, a cumulative-effect adjustment of approximately $408 has been recorded to accumulated deficit on January 1, 2017, in
6
connection with this adoption. This cumulative-effect adjustment relates to the prepaid expense associated with intra-entity transfers of property and equipment included in prepaid expenses and other current assets at December 31, 2016.
Recently Issued Accounting Guidance
The Company considers the applicability and impact of all ASUs issued by 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 August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” This ASU is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. This ASU becomes effective for the Company on January 1, 2019. Early adoption is permitted. Management is currently evaluating the potential impact of this ASU on the consolidated financial statements of the Company.
In February 2016, the FASB issued ASU 2016-02, “Leases.” As a result of this ASU, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. As a result of this ASU, lessor accounting is largely unchanged and lessees will no longer be provided with a source of off-balance sheet financing. This ASU becomes effective for the Company on January 1, 2019. Early adoption is permitted. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Management is currently evaluating the potential impact of this ASU on the consolidated financial statements of the Company.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This ASU created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue and, therefore, supersedes virtually all existing revenue recognition requirements and guidance. This framework is expected to provide a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity should apply the following steps: identify the contract(s) with a customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract(s), and recognize revenue when, or as, the entity satisfies a performance obligation. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date,” which deferred the effective date of this guidance for the Company until January 1, 2019. The Company plans to utilize the modified retrospective method in connection with its future adoption of this ASU, as amended. Management is currently evaluating the potential impact of these collective changes on the consolidated financial statements of the Company. This evaluation includes the use of a third party consultant in assessing each of the Company’s revenue streams and determining the potential impact the new guidance may have on its accounting and reporting. Other than the periodic disclosures introduced by this ASU, as amended, the Company does not expect a significant impact on the consolidated financial statements of the Company.
Note 2. Liquidity
The Company has incurred a net loss in each of its annual periods since its inception. As shown in the accompanying condensed statement of consolidated operations and comprehensive loss, the Company incurred a net loss of approximately $323 and $14,745 for the three months and nine months ended September 30, 2018, respectively. At September 30, 2018, the Company had approximately $10,705 in unrestricted cash and cash equivalents.
Since its inception the Company has received cumulative unrestricted net proceeds from the sale of its common stock (through its initial public offering and subsequent secondary offerings) of approximately $168,361 to fund its operations. Most recently, the Company received approximately $595 in unrestricted net proceeds from the sale of its common stock during the three months ended March 31, 2016 through an At Market Issuance Sales Agreement (“ATM”) with FBR Capital Markets & Co. (“FBR”) and MLV & Co. LLC (“MLV”) pursuant to which FBR and MLV agreed to act as distribution agents in the sale of up to $50,000 in the aggregate of ExOne common stock in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Subsequent to the filing of its registration statement on Form S-3 (No. 333-223690) in March 2018 the Company has not reactivated the ATM and therefore does not consider the ATM to be an active source of liquidity.
In March 2018 the Company entered into a three-year, $15,000 revolving credit facility with a related party (Note 11) to provide additional funding for working capital and general corporate purposes.
7
In June 2018 the Company initiated a global cost realignment program focused on a reduction in the Company’s production overhead costs and operating expenses.
Management believes that the Company’s existing capital resources will be sufficient to support the Company’s operating plan. If management anticipates that the Company’s actual results will differ from its operating plan, management believes it has sufficient capabilities to enact cost savings measures to preserve capital (in addition to the costs savings measures associated with the Company’s global cost realignment program further described above). The Company may also seek to raise additional capital to support its growth through additional debt, equity or other alternatives (including asset sales) or a combination thereof.
Note 3. Accumulated Other Comprehensive Loss
The following table summarizes changes in the components of accumulated other comprehensive loss:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
Foreign currency translation adjustments |
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Balance at beginning of period |
|
$ |
(10,322 |
) |
|
$ |
(11,216 |
) |
|
$ |
(9,484 |
) |
|
$ |
(14,735 |
) |
Other comprehensive (loss) income |
|
|
(429 |
) |
|
|
1,194 |
|
|
|
(1,267 |
) |
|
|
4,713 |
|
Balance at end of period |
|
$ |
(10,751 |
) |
|
$ |
(10,022 |
) |
|
$ |
(10,751 |
) |
|
$ |
(10,022 |
) |
Foreign currency translation adjustments consist of the effect of translation of functional currency financial statements (denominated in the euro and Japanese yen) to the reporting currency of the Company (United States dollar) and certain long-term intercompany transactions between subsidiaries for which settlement is not planned or anticipated in the foreseeable future.
There were no tax impacts related to income tax rate changes and no amounts were reclassified to earnings for either of the periods presented.
Note 4. Loss Per Share
The Company presents basic and diluted loss per common share amounts. Basic loss per common share is calculated by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the applicable period. Diluted loss per common share is calculated by dividing net loss available to common stockholders by the weighted average number of common shares and common equivalent shares outstanding during the applicable period.
As the Company incurred a net loss during each of the three months and nine months ended September 30, 2018 and 2017, 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 (513,970 – 2018 and 696,137 – 2017) and unvested restricted stock issued (67,001 – 2018 and 67,505 – 2017), was anti-dilutive.
The information used to compute basic and diluted net loss per common share was as follows:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Net loss |
|
$ |
(323 |
) |
|
$ |
(4,863 |
) |
|
$ |
(14,745 |
) |
|
$ |
(18,057 |
) |
Weighted average shares outstanding (basic and diluted) |
|
|
16,182,818 |
|
|
|
16,069,453 |
|
|
|
16,157,143 |
|
|
|
16,048,257 |
|
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.02 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.91 |
) |
|
$ |
(1.13 |
) |
Diluted |
|
$ |
(0.02 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.91 |
) |
|
$ |
(1.13 |
) |
Note 5. Restructuring
Houston, Texas
In August 2018 the Company committed to a plan to consolidate certain of its three-dimensional (“3D”) printing operations from its Houston, Texas facility into its Troy, Michigan facility. These actions were taken as part of the Company’s efforts to optimize its business model and maximize its facility utilization. During the three months ended September 30, 2018, the Company recorded a charge of approximately $28 split between cost of sales ($15) and selling, general and administrative expense ($13) associated with involuntary employee terminations related to this plan. During the three months ended September 30, 2018, the Company recorded an additional charge of approximately $1 (to cost of sales) associated with asset impairments related to this plan. There are no additional charges expected to be incurred associated with this plan in future periods. The Company settled all amounts associated with involuntary employee terminations during the three months ended September 30, 2018.
8
At September 30, 2018 the Company reclassified approximately $822 in property and equipment relating to the Houston, Texas facility (principally land and building) associated with certain assets meeting required criteria as held for sale (included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet).
Desenzano del Garda, Italy
In December 2017 the Company committed to a plan to consolidate certain of its 3D printing operations from its Desenzano del Garda, Italy facility into its Gersthofen, Germany facility. These actions were taken as part of the Company’s efforts to optimize its business model and maximize its facility utilization. During the three months ended December 31, 2017, the Company recorded a charge of approximately $72 split between cost of sales ($19) and selling, general and administrative expense ($53) associated with involuntary employee terminations related to this plan. During the three months ended March 31, 2018, the Company recorded additional charges of approximately $245 associated with other exit costs ($17) and asset impairments ($228) related to this plan. During the three months ended June 30, 2018, the Company recorded an additional charge of approximately $13 associated with asset impairments related to this plan. In addition, during the three months ended June 30, 2018, the Company recorded a gain from disposal of certain property and equipment of approximately $51 (recorded to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss). Charges associated with other exit costs recorded during the six months ended June 30, 2018 were recorded to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss. Charges associated with asset impairments recorded during the three and six months ended June 30, 2018 were recorded to cost of sales as a component of depreciation expense in the accompanying condensed statement of consolidated operations and comprehensive loss. Other exit costs relate to the remaining facility rent due under a non-cancellable operating lease following the cessation of operations at the facility in January 2018. Asset impairment charges relate to certain leasehold improvements associated with the exited facility and other equipment which was abandoned by the Company. There are no additional charges expected to be incurred associated with this plan in future periods. The Company settled all amounts associated with involuntary employee terminations and facility rentals during the six months ended June 30, 2018.
North Las Vegas, Nevada and Chesterfield, Michigan
In January 2017 the Company committed to a plan to consolidate certain of its 3D printing operations from its North Las Vegas, Nevada facility into its Troy, Michigan and Houston, Texas facilities and exit its non-core specialty machining operations in its Chesterfield, Michigan facility. These actions were taken as a result of the accelerating adoption rate of the Company’s indirect printing technology in North America which resulted in a refocus of the Company’s operational strategy.
As a result of these actions, during the three months ended March 31, 2017, the Company recorded charges of approximately $984, including approximately $110 associated with involuntary employee terminations, approximately $7 associated with other exit costs and approximately $867 associated with asset impairments. Charges associated with involuntary employee terminations and other exit costs were recorded to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss. Charges associated with asset impairments were split between cost of sales ($598), as a component of depreciation expense, and selling, general and administrative expenses ($269), as a component of amortization expense, in the accompanying condensed statement of consolidated operations and comprehensive loss. During the three months ended June 30, 2017, the Company recorded an additional charge of approximately $32 associated with an additional involuntary employee termination which required a service commitment through April 2017. This charge was recorded to cost of sales in the accompanying condensed statement of operations and comprehensive loss. There are no additional charges expected to be incurred associated with this plan in future periods. The Company settled all amounts associated with involuntary employee terminations and other exit costs during 2017.
Charges associated with asset impairments (described above) relate principally to the Company’s plan to exit its non-core specialty machining operations in its Chesterfield, Michigan facility. On April 21, 2017, the Company sold to a third party certain assets associated with these operations including inventories (approximately $79), property and equipment (approximately $2,475) and other contractual rights (approximately $269). Total gross proceeds from the sale of these assets were approximately $2,050. After deducting costs directly attributable to the sale of these assets (approximately $128), the Company recorded an impairment loss during the three months ended March 31, 2017, of approximately $859 split between property and equipment ($590) and intangible assets ($269) based on the excess of the carrying value over the estimated fair value of the related assets at March 31, 2017. During the three months ended June 30, 2017, the Company recorded a loss on disposal of approximately $42. Both the impairment loss and the loss on disposal were recorded to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss.
Separate from the transaction described above, on May 9, 2017, the Company sold to a third party certain property and equipment (principally land and building) associated with its North Las Vegas, Nevada facility. Total gross proceeds from the sale of these assets were approximately $1,950. After deducting costs directly attributable to the sale of these assets (approximately $137), the Company recorded a gain on disposal (recorded to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss) during the three months ended June 30, 2017, of approximately $347. Additionally, the Company recorded an impairment loss during the three months ended March 31, 2017, of approximately $8 associated with certain property and equipment which was abandoned in connection with the Company’s exit of its North Las Vegas, Nevada facility.
9
During the three months ended September 30, 2018, as a result of continued operating losses and cash flow deficiencies, the Company identified a triggering event requiring a test for the recoverability of long-lived assets held and used at the asset group level. Assessing the recoverability of long-lived assets held and used requires significant judgments and estimates by management.
For purposes of testing long-lived assets for recoverability, the Company operates as three separate asset groups: United States, Europe and Japan. In assessing the recoverability of long-lived assets held and used, the Company determined the carrying amount of long-lived assets held and used to be in excess of the estimated future undiscounted net cash flows of the related assets. The Company proceeded to determine the fair value of its long-lived assets held and used, principally through use of the market approach. The Company’s use of the market approach included consideration of market transactions for comparable assets. Management concluded that the fair value of long-lived assets held and used exceeded their carrying value, and as such, no impairment loss was recorded.
A significant decrease in the market price of a long-lived asset, adverse change in the use or condition of a long-lived asset, adverse change in the business climate or legal or regulatory factors impacting a long-lived asset and continued operating losses and cash flow deficiencies associated with a long-lived asset, among other indicators, could cause a future assessment to be performed which may result in an impairment of long-lived assets held and used, which could result in a material adverse effect on the financial position and results of operations of the Company.
Note 7. 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:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2018 |
|
|
2017 |
|
||
Cash and cash equivalents |
|
$ |
10,705 |
|
|
$ |
21,848 |
|
Restricted cash |
|
|
1,312 |
|
|
|
330 |
|
Cash, cash equivalents, and restricted cash |
|
$ |
12,017 |
|
|
$ |
22,178 |
|
Restricted cash at September 30, 2018 includes approximately $812 associated with cash collateral required by a German bank for short-term financial guarantees issued by ExOne GmbH in connection with certain commercial transactions requiring security (Note 10). Restricted cash at September 30, 2018 and December 31, 2017 includes approximately $500 and $330, respectively, associated with cash collateral required by a United States bank to offset certain short-term, unsecured lending commitments associated with the Company’s corporate credit card program. Each of the balances described are considered legally restricted by the Company.
Note 8. Inventories
Inventories consist of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2018 |
|
|
2017 |
|
||
Raw materials and components |
|
$ |
8,632 |
|
|
$ |
7,171 |
|
Work in process |
|
|
5,402 |
|
|
|
4,630 |
|
Finished goods |
|
|
6,685 |
|
|
|
3,629 |
|
|
|
$ |
20,719 |
|
|
$ |
15,430 |
|
Raw materials and components consist of consumable materials and component parts and subassemblies associated with 3D printing machine manufacturing and support activities. Work in process consists of 3D printing machines and other products in varying stages of completion. Finished goods consist of 3D printing machines and other products prepared for sale in accordance with customer specifications.
At September 30, 2018 and December 31, 2017, the allowance for slow-moving and obsolete inventories was approximately $4,079 and $3,437, respectively, and has been reflected as a reduction to inventories (principally raw materials and components).
During the three months ended June 30, 2018, the Company recorded a charge of approximately $561 to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss attributable to certain industrial microwave inventories based on a sustained absence of demand for such curing solutions and a decision by the Company to discontinue future manufacturing of such industrial microwaves.
During the three months ended June 30, 2017, the Company recorded a charge of approximately $1,460 to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss attributable to certain raw material and component inventories (principally machine frames and other fabricated components) associated with the Company’s Exerial 3D printing machine platform based on decisions made by the Company during the period related to certain design changes to the underlying platform (rendering certain elements of the previous design obsolete).
10
During the three months and nine months ended September 30, 2018, the Company recorded a net charge of approximately $59 and $29, respectively, 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. During the three months and nine months ended September 30, 2017, the Company recorded a net (credit) charge of approximately ($11) and $116, respectively, to cost of sales in the accompanying condensed statement of consolidated operations and comprehensive loss associated with certain inventories for which cost was determined to exceed net realizable value.
Note 9. Product Warranty Reserves
Substantially all of the Company’s 3D printing machines are covered by a standard twelve month warranty. Generally, at the time of sale, a liability is recorded (with an offset to cost of sales) based upon the expected cost of replacement parts and labor to be incurred over the life of the standard warranty. Expected cost is estimated using historical experience for similar products. The Company periodically assesses the adequacy of the product warranty reserves based on changes in these factors and records any necessary adjustments if actual experience indicates that adjustments are necessary. Future claims experience could be materially different from prior results because of the introduction of new, more complex products, a change in the Company’s warranty policy in response to industry trends, competition or other external forces, or manufacturing changes that could impact product quality. In the event that the Company determines that its current or future product repair and replacement costs exceed estimates, an adjustment to these reserves would be charged to cost of sales in the period such a determination is made.
The following table summarizes changes in product warranty reserves (such amounts were reflected in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet for each respective period):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Balance at beginning of period |
|
$ |
909 |
|
|
$ |
1,075 |
|
|
$ |
1,300 |
|
|
$ |
1,115 |
|
Provisions for new issuances |
|
|
445 |
|
|
|
243 |
|
|
|
831 |
|
|
|
763 |
|
Payments |
|
|
(236 |
) |
|
|
(174 |
) |
|
|
(564 |
) |
|
|
(427 |
) |
Reserve adjustments |
|
|
(103 |
) |
|
|
(100 |
) |
|
|
(542 |
) |
|
|
(466 |
) |
Foreign currency translation adjustments |
|
|
(11 |
) |
|
|
14 |
|
|
|
(21 |
) |
|
|
73 |
|
Balance at end of period |
|
$ |
1,004 |