UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

Amendment No. 1

 

 

(Mark One)

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

For the fiscal year ended December 31, 2012

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 number: 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, PA 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 Act:

 

Title of each class		Name of exchange on which registered
Common Stock, par value $0.01 per share		The NASDAQ Global Select Market

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

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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  x    No  ¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller Reporting Company		¨

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

The aggregate market value of common stock held by non-affiliates for the last business day of the registrant’s most recently completed second fiscal quarter is not applicable.

As of March 15, 2013, 13,281,608 shares of common stock, par value $0.01 were outstanding.

 

 

 

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Explanatory Note

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2012 (the “Original 10-K”) is to include the conformed (typed) signature line of the Report of Independent Registered Public Accounting Firm included in “Item 8. Financial Statements and Supplementary Data” of the Original 10-K. The report included in the Original 10-K had been manually signed by the Independent Registered Public Accounting Firm prior to filing the Original 10-K on March 29, 2013, but the conformed (typed) signature line was inadvertently omitted when the Original 10-K was filed with the Securities and Exchange Commission on March 29, 2013. As part of this Amendment No. 1 and as required, we are refiling “Item 8. Financial Statements and Supplementary Data” in its entirety. Other than inserting the conformed (typed) signature line of the Report of Independent Registered Public Accounting Firm into the electronic filing, we have made no changes to Item 8 contained in the Original 10-K. We are also filing new certifications as required, and we have updated the exhibit index to reflect these new certifications.

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Item 8.

Financial Statements and Supplementary Data.

 

		Page
Report of Independent Registered Public Accounting Firm			50
Statement of Consolidated Operations and Comprehensive Loss			51
Consolidated Balance Sheets			52
Statement of Consolidated Cash Flows			53
Statement of Changes in Consolidated Members’ Equity (Deficit)			54
Notes to the Consolidated Financial Statements			55
Supplementary Quarterly Financial Information (Unaudited)			75

 

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

The ExOne Company (formerly The Ex One Company, LLC and Subsidiaries)

We have audited the accompanying consolidated balance sheets of The Ex One Company, LLC and Subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, members’ equity (deficit), and cash flows for the each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Ex One Company, LLC and Subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

As disclosed in Note 1 to the consolidated financial statements, the Company reorganized as The ExOne Company on January 1, 2013 and completed an initial public offering of the Company’s common stock on February 12, 2013.

/s/ ParenteBeard LLC

Pittsburgh, Pennsylvania

March 29, 2013

 

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The ExOne Company and Subsidiaries (formerly The Ex One Company, LLC and Subsidiaries)

Statement of Consolidated Operations and Comprehensive Loss

(in thousands, except per-unit amounts)

 

For the years ended December 31,		2012				2011				2010
Revenue		$	28,657			$	15,290			$	13,440
Cost of sales			16,514				11,647				10,374
Gross profit			12,143				3,643				3,066
Operating expenses
Research and development			1,930				1,531				1,153
Selling, general and administrative (Note 12)			18,285				7,286				5,978
			20,215				8,817				7,131
Loss from operations			(8,072	)			(5,174	)			(4,065	)
Other (income) expense
Interest expense			842				1,570				1,114
Other (income) expense — net			(221	)			(158	)			(197	)
			621				1,412				917
Loss before income taxes			(8,693	)			(6,586	)			(4,982	)
Provision for income taxes (Note 15)			995				1,031				198
Net loss			(9,688	)			(7,617	)			(5,180	)
Less: Net income attributable to noncontrolling interests			480				420				328
Net loss attributable to ExOne		$	(10,168	)		$	(8,037	)		$	(5,508	)
Net loss attributable to ExOne per common unit (Note 2):
Basic		$	(1.16	)		$	(0.80	)		$	(0.55	)
Diluted		$	(1.16	)		$	(0.80	)		$	(0.55	)
Comprehensive loss:
Net loss attributable to ExOne		$	(10,168	)		$	(8,037	)		$	(5,508	)
Other comprehensive income (loss):
Foreign currency translation adjustments			46				(107	)			(144	)
Comprehensive loss			(10,122	)			(8,144	)			(5,652	)
Less: Comprehensive loss attributable to noncontrolling interests			—				—				—
Comprehensive loss attributable to ExOne		$	(10,122	)		$	(8,144	)		$	(5,652	)

 

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

 

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The ExOne Company and Subsidiaries (formerly The Ex One Company, LLC and Subsidiaries)

Consolidated Balance Sheets

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

 

December 31,		2012				2011
Assets
Current assets:
Cash and cash equivalents		$	2,802			$	3,496
Accounts receivable — net			8,413				1,335
Inventories — net (Note 3)			7,485				4,431
Prepaid expenses and other current assets (Note 4)			1,543				854
Total current assets			20,243				10,116
Property and equipment — net (Note 5)			12,467				7,919
(Including amounts attributable to consolidated variable interest entities of $5,567 and $5,798 at December 31, 2012 and 2011, respectively)
Deferred income taxes (Note 15)			178				374
Other noncurrent assets (Note 4)			187				206
Total assets		$	33,075			$	18,615
Liabilities
Current liabilities:
Line of credit (Note 7)		$	528			$	—
Demand note payable to member (Note 8)			8,666				—
Current portion of long-term debt (Note 9)			2,028				1,294
(Including amounts attributable to consolidated variable interest entities of $1,913 and $1,294 at December 31, 2012 and 2011, respectively)
Current portion of financing leases (Note 10)			920				—
Accounts payable			2,451				864
Accrued expenses and other current liabilities (Note 6)			4,436				3,625
Preferred unit dividends payable			1,437				—
Deferred income taxes (Note 15)			178				374
Deferred revenue and customer prepayments			4,281				4,938
Total current liabilities			24,925				11,095
Long-term debt — net of current portion (Note 9)			5,669				4,135
(Including amounts attributable to consolidated variable interest entities of $3,150 and $4,135 at December 31, 2012 and 2011, respectively)
Financing leases — net of current portion (Note 10)			1,949				—
Redeemable preferred units (Note 11)			—				18,984
Other noncurrent liabilities (Note 6)			491				—
Total liabilities			33,034				34,214
Commitments and contingencies (Note 14)
Members’ equity (deficit)
ExOne members’ deficit:
Preferred units, $1.00 par value, 18,983,602 issued and outstanding (Note 11)			18,984				—
Common units, $1.00 par value, 10,000,000 issued and outstanding (Note 11)			10,000				10,000
Members’ deficit			(31,355	)			(27,485	)
Accumulated other comprehensive loss			(174	)			(220	)
Total ExOne members’ deficit			(2,545	)			(17,705	)
Noncontrolling interests			2,586				2,106
Total members’ equity (deficit)			41				(15,599	)
Total liabilities and members’ equity (deficit)		$	33,075			$	18,615

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

 

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The ExOne Company and Subsidiaries (formerly The Ex One Company, LLC and Subsidiaries)

Statement of Consolidated Cash Flows

(in thousands)

 

For the years ended December 31,		2012				2011				2010
Operating activities
Net loss		$	(9,688	)		$	(7,617	)		$	(5,180	)
Adjustments to reconcile net loss to cash used for operations:
Depreciation (Note 5)			1,683				1,170				1,072
Equity-based compensation (Note 12)			7,735				—				—
Changes in assets and liabilities, excluding effects of foreign currency translation adjustments:
(Increase) decrease in accounts receivable			(7,077	)			1,240				(1,662	)
(Increase) decrease in inventories			(4,825	)			(1,368	)			614
(Increase) decrease in prepaid expenses and other assets			(330	)			(438	)			293
Increase (decrease) in accounts payable			1,575				(213	)			(386	)
Increase (decrease) in accrued expenses and other liabilities			1,528				951				(125	)
Increase (decrease) in deferred revenue and customer prepayments			(404	)			3,839				(538	)
Cash used for operating activities			(9,803	)			(2,436	)			(5,912	)
Investing activities
Capital expenditures			(1,724	)			(1,080	)			(1,795	)
Cash used for investing activities			(1,724	)			(1,080	)			(1,795	)
Financing activities
Net change in line of credit borrowings (Note 7)			528				—				—
Net change in demand note payable to member (Note 8)			8,629				3,939				12,290
Proceeds from long-term debt (Note 9)			1,194				2,398				—
Proceeds from financing leases (Note 10)			3,513				—				—
Payments on long-term debt (Note 9)			(1,626	)			(808	)			(4,479	)
Payments on financing leases (Note 10)			(437	)			—				—
Deferred offering costs (Note 4)			(720	)			—				—
Deferred financing costs			(78	)			—				—
Contribution from noncontrolling interests			—				402				—
Cash provided by financing activities			11,003				5,931				7,811
Effect of exchange rate changes on cash and cash equivalents			(170	)			60				273
Net change in cash and cash equivalents			(694	)			2,475				377
Cash and cash equivalents at beginning of year			3,496				1,021				644
Cash and cash equivalents at end of year		$	2,802			$	3,496			$	1,021
Supplemental disclosure of cash flow information
Cash paid for interest		$	407			$	174			$	244
Cash paid for income taxes		$	1,354			$	—			$	—
Supplemental disclosure of noncash investing and financing activities
Property and equipment acquired through financing arrangements		$	2,700			$	—			$	—
Transfer of inventories to property and equipment for internal use		$	2,001			$	—			$	—
Transfer of property and equipment to inventories for sale		$	(202	)		$	—			$	—
Reclassification of redeemable preferred units to preferred units (Note 11)		$	18,984			$	—			$	—
Conversion of demand note payable to member to redeemable preferred units (Note 11)		$	—			$	18,984			$	—
Preferred unit dividends declared but unpaid		$	1,437			$	—			$	—

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

 

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The ExOne Company and Subsidiaries (formerly The Ex One Company, LLC and Subsidiaries)

Statement of Changes in Consolidated Members’ Equity (Deficit)

(in thousands)

 

		ExOne unitholders
		Preferred units				Common units				Members’ deficit				Accumulated other comprehensive income (loss)				Noncontrolling interests				Total members’ equity (deficit)
Balance at December 31, 2009		$	—			$	10,000			$	(13,940	)		$	31			$	956			$	(2,953	)
Net (loss) income			—				—				(5,508	)			—				328				(5,180	)
Other comprehensive loss			—				—				—				(144	)			—				(144	)
Balance at December 31, 2010			—				10,000				(19,448	)			(113	)			1,284				(8,277	)
Net (loss) income			—				—				(8,037	)			—				420				(7,617	)
Other comprehensive loss			—				—				—				(107	)			—				(107	)
Contribution from noncontrolling interests			—				—				—				—				402				402
Balance at December 31, 2011			—				10,000				(27,485	)			(220	)			2,106				(15,599	)
Net (loss) income			—				—				(10,168	)			—				480				(9,688	)
Other comprehensive income			—				—				—				46				—				46
Equity-based compensation (Note 12)			—				—				7,735				—				—				7,735
Preferred unit reclassification (Note 11)			18,984				—				—				—				—				18,984
Preferred unit dividends			—				—				(1,437	)			—				—				(1,437	)
Balance at December 31, 2012		$	18,984			$	10,000			$	(31,355	)			$(174)			$	2,586			$	41

 

 

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

 

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The ExOne Company and Subsidiaries (formerly The Ex One Company, LLC and Subsidiaries)

Notes to the Consolidated Financial Statements

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

Note 1. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The ExOne Company and Subsidiaries (ExOne), formerly The Ex One Company, LLC, is a corporation organized under the laws of the state of Delaware. Refer to Note 19 for description of the reorganization of The Ex One Company, LLC to The ExOne Company effective January 1, 2013. The consolidated financial statements include the accounts of ExOne, its wholly-owned subsidiaries, ExOne Americas LLC (United States), ExOne GmbH (Germany) and Ex One KK (Japan), and two variable interest entities in which ExOne is the primary beneficiary, Lone Star Metal Fabrication, LLC (Lone Star) and Troy Metal Fabricating, LLC (TMF). Collectively, the consolidated group is referred to as “the Company.”

At December 31, 2012 and 2011, ExOne leased property and equipment from Lone Star and TMF. ExOne does not have an ownership interest in Lone Star or TMF. ExOne is the primary beneficiary of Lone Star and TMF in accordance with the guidance issued by the Financial Accounting Standards Board (FASB) on the consolidation of variable interest entities (VIEs), as ExOne guarantees certain long-term debt of both Lone Star and TMF and governs these entities through common ownership. This guidance requires certain VIEs to be consolidated when an enterprise has the power to direct the activities of the VIE that most significantly impact VIE economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The consolidated financial statements therefore include the accounts of Lone Star and TMF. The assets of Lone Star and TMF can only be used to settle obligations of Lone Star and TMF, and the creditors of Lone Star and TMF do not have recourse to the general credit of ExOne.

The consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All material intercompany transactions and balances have been eliminated in consolidation. Certain amounts in previously issued consolidated financial statements have been reclassified to conform to the 2012 presentation.

Going Concern

The Company has incurred net losses of approximately $9,688, $7,617 and $5,180 for 2012, 2011 and 2010, respectively. Prior to reorganization (Note 19) the Company operated as a limited liability company and was substantially supported by the continued financial support provided by its majority member. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. On February 12, 2013, in connection with the completion of its initial public offering (IPO) (Note 19) the Company received unrestricted net proceeds from the sale of its common stock of approximately $91,996. Management believes that the unrestricted net proceeds obtained through this transaction will be sufficient to support the Company’s operations through at least January 1, 2014 (the measurement period for such determination), and no longer believes substantial doubt as to the Company’s ability to continue as a going concern to exist.

Use of Estimates

The preparation of these 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 inventories (including the allowance for slow moving and obsolete inventory); product warranty reserves; equity-based compensation (including the fair value of the Company’s common units used to measure equity-based compensation); income taxes (including the valuation allowance on certain deferred tax assets) and future cash flow estimates associated with long-lived assets for

 

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purposes of impairment testing. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which forms 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.

Foreign Currency

The local currency is the functional currency for significant operations outside of the United States. The determination of the functional currency of an operation is made based upon the appropriate economic and management indicators.

Foreign currency assets and liabilities are translated into their U.S. dollar equivalents based upon year end exchange rates, and are included in members’ equity (deficit) as a component of comprehensive loss. Revenues and expenses are translated at average exchange rates. Transaction gains and losses that arise from exchange rate fluctuations are charged to operations as incurred, except for gains and losses associated with intercompany receivables and payables for which settlement is not planned or anticipated in the foreseeable future, which are included in other comprehensive income (loss) in the consolidated statement of operations and comprehensive loss.

The Company transacts business globally and is subject to risks associated with fluctuating foreign exchange rates. Approximately 72.8%, 70.0% and 70.7% of the consolidated revenue of the Company was derived from transactions outside the United States for 2012, 2011 and 2010, respectively. This revenue is generated primarily from wholly-owned subsidiaries operating in their respective countries and surrounding geographic areas. This revenue is primarily denominated in each subsidiary’s local functional currency, including the Euro and Japanese Yen.

Revenue Recognition

Revenue from the sale of 3D printing machines and related 3D printed parts and materials is recognized upon transfer of title, generally upon shipment. Revenue from the performance of contract services or production services is generally recognized when either the services are performed or the finished product is shipped. Revenue for all deliverables in a sales arrangement is recognized provided that persuasive evidence of a sales arrangement exists, both title and risk of loss have passed to the customer and collection is reasonably assured. Persuasive evidence of a sales arrangement exists upon execution of a written sales agreement or signed purchase order that constitutes a fixed and legally binding commitment between the Company and its customer. In instances where revenue recognition criteria are not met, amounts are recorded as deferred revenue and customer prepayments in the consolidated balance sheets.

The Company enters into sales arrangements that may provide for multiple deliverables to a customer. Sales of machines may include consumables, maintenance services, and training and installation. The Company identifies all goods and services that are to be delivered separately under a sales arrangement and allocates revenue to each deliverable based on relative fair values. Fair values are generally established based on the prices charged when sold separately by the Company. In general, revenues are separated between machines, consumables, maintenance services and installation and training services. The allocated revenue for each deliverable is then recognized ratably based on relative fair values of the components of the sale. The Company also evaluates the impact of undelivered items on the functionality of delivered items for each sales transaction and, where appropriate, defers revenue on delivered items when that functionality has been affected. Functionality is determined to be met if the delivered products or services represent a separate earnings process. Revenue from maintenance services as well as installation is recognized at the time of performance.

The Company provides customers with a standard warranty on all machines generally over a period of twelve months from the date of installation at the customer’s site. The warranty is not treated as a separate service

 

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because the warranty is an integral part of the sale of the machine. After the initial one year warranty period, the Company offers its customers optional maintenance contracts. Deferred maintenance service revenue is recognized when the maintenance services are performed since the Company has historical evidence that indicates that the costs of performing the services under the contract are not incurred on a straight-line basis.

The Company sells equipment with embedded software to its customers. The embedded software is not sold separately and it is not a significant focus of the Company’s marketing effort. The Company does not provide post-contract customer support specific to the software or incur significant costs that are within the scope of FASB guidance on accounting for software to be leased or sold. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole such that the FASB guidance referenced above is not applicable. Sales of these products are recognized in accordance with FASB guidance on accounting for multiple-element arrangements.

Shipping and handling costs billed to customers for machine sales and sales of consumables are included in revenue in the consolidated statement of operations and other comprehensive loss. Costs incurred by the Company associated with shipping and handling are included in cost of sales in the consolidated statement of operations and comprehensive loss.

The Company’s terms of sale generally require payment within 30 to 60 days after shipment of a product, although the Company also recognizes that longer payment periods are customary in some countries where it transacts business. To reduce credit risk in connection with machine sales, the Company may, depending upon the circumstances, require certain amounts be prepaid prior to shipment. In some circumstances, the Company may require payment in full for its products prior to shipment and may require international customers to furnish letters of credit. These prepayments are reported as deferred revenue and customer prepayments in the consolidated balance sheets. Production and contract services are billed on a time-and-materials basis. Services under maintenance contracts are billed to customers upon performance of services in accordance with the contract.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturities when purchased of three months or less to be cash equivalents. The Company’s policy is to invest cash in excess of short-term operating and debt-service requirements in such cash equivalents. These instruments are stated at cost, which approximates fair value because of the short maturity of the instruments. The Company maintains cash balances with financial institutions located in the United States, Germany, and Japan. The Company places its cash with high quality financial institutions and believes its risk of loss is limited; however, at times, account balances may exceed international and federally insured limits. The Company has not experienced any losses associated with these cash balances.

Accounts Receivable

Accounts receivable are reported at their net realizable value. The Company’s estimate of the allowance for doubtful accounts related to trade receivables 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 balance to reduce the outstanding receivable 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 December 31, 2012 and 2011, the allowance for doubtful accounts was approximately $83 and $43, respectively.

 

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Inventories

The Company values all of its inventories at the lower of cost, as determined on the first-in, first-out (FIFO) method or market value. Overhead is allocated to work in progress and finished goods based upon normal capacity of the Company’s production facilities. Fixed overhead associated with production facilities that are being operated below normal capacity are recognized as a period expense rather than being capitalized as a product cost. An allowance for slow-moving and obsolete inventories is provided based on historical experience and current product demand. These provisions reduce the cost basis of the respective inventory and are recorded as a charge to cost of sales. At December 31, 2012 and 2011, the allowance for slow-moving and obsolete inventories was approximately $891 and $1,401, respectively.

Property and Equipment

Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets, generally three to twenty-five years. Leasehold improvements are amortized on a straight-line basis over the shorter of (i) their estimated useful lives or (ii) the estimated or contractual lives of the related leases. Gains or losses from the sale of assets are recognized upon disposal or retirement of the related assets and are generally recorded in other (income) expense — net on the statement of consolidated operations and comprehensive loss. Repairs and maintenance are charged to expense as incurred.

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets (asset group) may not be recoverable. Recoverability of assets is determined by comparing the estimated undiscounted net cash flows of the operations related to the assets (asset group) to their carrying amount. An impairment loss would be recognized when the carrying amount of the assets (asset group) exceeds the estimated undiscounted net cash flows. The amount of the impairment loss to be recorded is calculated as the excess of carrying value of assets (asset group) over their fair value, with fair value determined using the best information available, which generally is a discounted cash flow model. The determination of what constitutes an asset group, the associated undiscounted net cash flows, and the estimated useful lives of assets require significant judgments and estimates by management. No impairment loss was recorded by the Company during 2012, 2011 or 2010.

Product Warranty Reserves

Substantially all of the Company’s 3D printing machines are covered by a warranty, generally over a period of twelve months from the date of installation at the customer’s site. A liability is recorded for future warranty costs in the same period in which the related revenue is recognized. The liability is based upon anticipated parts and labor costs using historical experience. 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 statement of consolidated operations and comprehensive loss in the period such a determination is made. At December 31, 2012 and 2011, product warranty reserves were approximately $554 and $117, respectively, and were included in accrued expenses and other current liabilities in the consolidated balance sheets.

Income Taxes

Prior to reorganization (Note 19), the Company was organized as a limited liability company. Under the provisions of the Internal Revenue Code and similar state provisions, the Company was taxed as a partnership and was not liable for income taxes. Instead, earnings and losses were included in the tax returns of its members. Therefore, the consolidated financial statements do not reflect a provision for U.S. federal or state income taxes.

 

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The Company’s subsidiaries in Germany and Japan are taxed as corporations under the taxing regulations of Germany and Japan, respectively. As a result, the consolidated statement of operations and comprehensive loss includes tax expense related to these foreign jurisdictions. Any undistributed earnings are intended to be permanently reinvested in the respective subsidiaries.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based upon the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based upon the largest amount that has a greater than 50% likelihood of being realized upon settlement. Tax benefits that do not meet the more likely than not criteria are recognized when effectively settled, which generally means that the statute of limitations has expired or that appropriate taxing authority has completed its examination even through the statute of limitations remains open. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

The Company recognizes deferred tax assets and liabilities for the differences between the financial statement carrying amounts and the tax basis of assets and liabilities of the Company’s wholly-owned subsidiaries in Germany and Japan using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce foreign deferred tax assets to the amount expected to be realized (Note 15).

Derivative Financial Instruments

The Company is exposed to market risk from changes in interest rates and foreign currency exchange rates, which may adversely affect its results of operations and financial condition. The Company seeks to minimize these risks through regular operating and financing activities and, when the Company considers it to be appropriate, through the use of derivative financial instruments.

The Company holds interest rate swaps for the purpose of managing risks related to the variability of future earnings and cash flows caused by changes in interest rates. The Company has elected not to prepare and maintain the documentation required to qualify for hedge accounting treatment and therefore, all gains and losses (realized or unrealized) related to derivative instruments are recognized as interest expense in the statement of consolidated operations and comprehensive loss. Fair value of the interest rate swaps are reported as accrued expenses and other current liabilities in the consolidated balance sheets. The Company does not purchase, hold or sell derivative financial instruments for trading or speculative purposes.

The Company is exposed to credit risk if the counterparties to such transactions are unable to perform their obligations. However, the Company seeks to minimize such risk by entering into transactions with counterparties that are believed to be creditworthy financial institutions.

The Company held no foreign currency contracts in 2012 or 2011. During 2010, the Company entered into a foreign currency contract to hedge its exposure arising from the sale of inventory. The Company recognized a loss of approximately $76 during 2010 in connection with this transaction and the termination of this contract.

Taxes on Revenue Producing Transactions

Taxes assessed by governmental authorities on revenue producing transactions, including sales, excise, value added and use taxes, are recorded on a net basis (excluded from revenue) in the consolidated statement of operations and comprehensive loss.

 

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Research and Development

The Company is continuously involved in research and development of new methods and technologies relating to its products. All research and development costs are charged to expense as incurred.

Advertising

Advertising costs are charged to expense as incurred, and were not significant for 2012, 2011 or 2010.

Defined Contribution Plan

The Company sponsors a defined contribution savings plan under section 401(k) of the Internal Revenue Code. Under the plan, participating employees in the United States may elect to defer a portion of their pre-tax earnings, up to the Internal Revenue Service’s annual contribution limit. The Company makes matching contributions of 50% of the first 8% of employee contributions, subject to certain Internal Revenue Service limitations. The Company’s matching contributions to the plan were approximately $90, $87 and $57 in 2012, 2011 and 2010, respectively.

Equity-Based Compensation

The Company recognizes compensation expense for equity-based grants using the straight-line attribution method, in which the expense (net of estimated forfeitures) is recognized ratably over the requisite service period based on the grant date fair value. Fair value of equity-based awards is estimated on the date of grant using the Black-Scholes pricing model. The Company recognized approximately $7,735 in equity-based compensation during 2012 (Note 12). There was no equity-based compensation expense recognized during 2011 or 2010.

Recently Adopted Accounting Guidance

On January 1, 2012, ExOne adopted changes issued by the FASB to conform existing guidance regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity’s use of a nonfinancial asset in a way that differs from the asset’s highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. Other than the additional disclosure requirements (see Note 16), the adoption of these changes had no impact on the consolidated financial statements.

On January 1, 2012, ExOne adopted changes issued by the FASB to the presentation of comprehensive income (loss). These changes give an entity the option to present the total of comprehensive income (loss), the components of net income (loss), and the components of other comprehensive income (loss) either in a single continuous statement or in two separate but consecutive statements. The option to present components of other comprehensive income (loss) as part of the statement of changes in members’ equity was eliminated. The items that must be reported in other comprehensive income (loss) or when an item of other comprehensive income (loss) must be reclassified to net income (loss) were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share (unit). The Company elected to present the single continuous statement option. Other than the change in presentation, the adoption of these changes had no impact on the consolidated financial statements.

 

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Note 2. Computation of Net Loss Attributable to ExOne Per Common Unit

The Company presents basic and diluted loss per common unit amounts. Basic loss per unit is calculated by dividing net loss available to ExOne common unitholders by the weighted average number of common units outstanding during the applicable period. Diluted loss per unit is calculated by dividing net loss available to ExOne common unitholders by the weighted average number of common and common equivalent units outstanding during the applicable period.

As the Company has incurred a net loss in 2012, 2011 and 2010, the conversion of the preferred units, as described in Note 11, has an anti-dilutive effect and is therefore excluded from the calculation below.

 

		2012				2011				2010
Net loss attributable to ExOne		$	(10,168	)		$	(8,037	)		$	(5,508	)
Less: Preferred unit dividends declared			(1,437	)			—				—
Net loss available to ExOne common unitholders		$	(11,605	)		$	(8,037	)		$	(5,508	)
Weighted average shares outstanding (basic and diluted)			10,000,000				10,000,000				10,000,000
Net loss attributable to ExOne per common unit:
Basic		$	(1.16	)		$	(0.80	)		$	(0.55	)
Diluted		$	(1.16	)		$	(0.80	)		$	(0.55	)

Note 3. Inventories

Inventories consist of the following at December 31:

 

		2012				2011
Raw materials and components		$	4,892			$	2,137
Work in process			2,098				1,694
Finished goods			495				600
		$	7,485			$	4,431

At December 31, 2012 and 2011, the allowance for slow-moving and obsolete inventories was approximately $891 and $1,401, respectively, and has been reflected as a reduction to inventories.

Note 4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following at December 31:

 

		2012				2011
Deferred offering costs		$	712			$	—
Value-added taxes (VAT) receivable			—				140
Amounts due from related parties			38				396
Vendor deposits			559				—
Other			234				318
		$	1,543			$	854

 

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Note 5. Property and Equipment

Property and equipment consist of the following at December 31:

 

		2012				2011				Useful Life (in years)
Land		$	778			$	178				—
Buildings and related improvements			4,941				2,215				25
Machinery and equipment			9,674				8,087				3-7
Computer equipment and software			971				724				3-5
Other			479				319				3-7
			16,843				11,523
Less: Accumulated depreciation			(5,118	)			(3,714	)
			11,725				7,809
Construction-in-progress			742				110
Property and equipment — net		$	12,467			$	7,919

At December 31, 2012 and 2011, property and equipment — net, includes $5,567 and $5,798 in assets held by variable interest entities (Note 1).

Machinery and equipment includes leased assets of approximately $1,160 at December 31, 2012. There were no leased assets included in property and equipment — net at December 31, 2011.

Depreciation expense was approximately $1,683, $1,170 and $1,072 in 2012, 2011 and 2010, respectively.

On March 27, 2013, in connection with the acquisition of certain net assets of the Lone Star and TMF variable interest entities (Note 19), the Company acquired all of the property and equipment associated with the variable interest entities (see description above).

Note 6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following at December 31:

 

		2012				2011
Accrued license fees		$	748			$	1,183
Accrued payroll and related costs			1,367				705
Accrued income taxes			457				956
Value-added taxes (VAT) and other taxes payable			414				124
Product warranty reserves			554				117
Liability for uncertain tax positions			416				264
Other			480				276
		$	4,436			$	3,625

Note 7. Line of Credit

The Company has a line of credit and security agreement with a German bank collateralized by certain assets of the Company and guaranteed by the majority member of the Company for approximately $2,000 (€1,500). Of this amount, approximately $1,100 (€800) is available for short-term borrowings or cash advances (overdrafts). Both short-term borrowings and overdrafts are subject to variable interest rates as determined by the bank. At December 31, 2012, interest rates were 1.82% for short-term borrowings and 6.20% for overdrafts. There is no

 

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commitment fee associated with this agreement. At December 31, 2012, the Company had outstanding short-term borrowings of $528 (€400). At December 31, 2011, there were no short-term borrowings outstanding. At December 31, 2012 and 2011, there were no outstanding overdraft amounts.

The line of credit agreement is subject to an annual minimum equity-to-asset ratio covenant. At December 31, 2012, the Company was in compliance with this covenant. At December 31, 2011, the Company was not in compliance with this covenant. The bank did not take action related to this noncompliance. Related to the 2011 noncompliance, there were no cross default provisions or related impacts on other lending agreements.

Amounts in excess of the amounts available for short-term borrowings and overdrafts are available for additional bank transactions requiring security (i.e. bank guarantees, leasing, letters of credit, etc.). Amounts covered under the security agreement accrue interest at 1.75%. There is no charge for unused amounts under the security agreement. At December 31, 2012 and 2011, the Company had $757 (€573) and $231 (€178), respectively, in transactions guaranteed by the security agreement.

Note 8. Demand Note Payable to Member

During 2012, the Company received cash advances to support current operations from an entity controlled by the Company’s majority member. These advances accrued interest at 8.0% annually and were payable on demand. The Company formalized these cash advances in the form of a line of credit with the entity during 2012. At December 31, 2012, the line of credit balance outstanding on these advances, including accrued interest, was approximately $8,666. On February 14, 2013, amounts payable on the line of credit, including accrued interest, were paid in-full and the line of credit agreement was retired. Refer to Note 19.

During 2011, the Company received cash advances to support current operations from an entity controlled by the Company’s majority member. These advances accrued interest at 8.0% annually and were payable on demand. At December 30, 2011, the outstanding balance on these advances, including accrued interest, was approximately $18,984. On December 30, 2011, the Company entered into a debt conversion agreement with the Company’s majority member which effectively converted the $18,984 to redeemable preferred units in the Company. Refer to Note 11.

 

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Note 9. Long-Term Debt

Long-term debt consists of the following at December 31:

 

		2012				2011
ExOne
Building note payable to a bank, with monthly payments including interest at 4.3% through May 2017 and subsequently, the monthly average yield on U.S. Treasury Securities plus 3.25% for the remainder of the term through May 2027.		$	2,334			$	—
Building note payable to an unrelated entity, with monthly payments including interest at 6.0% through June 2014.			300				—
Lone Star Metal Fabrication, LLC
Building note payable to a bank, with monthly payments including interest at 7.0% through July 2014.			727				765
Equipment note payable to a bank, with monthly payments including interest at 7.0% through July 2014.			—				420
Troy Metal Fabricating, LLC
Equipment note payable to a bank, with monthly payments including interest at one-month BBA LIBOR plus 3.0% (3.21% at December 31, 2012) through December 2017.			1,193				—
Equipment note payable to a bank, with monthly payments including interest at 4.83% through December 2016.			1,056				1,291
Equipment line of credit to a bank, converted to term debt in January 2012; monthly payments including interest at one-month BBA LIBOR plus 2.75% (2.96% at December 31, 2012) through December 2016.			886				1,108
Building note payable to a bank, with monthly payments including interest at one-month BBA LIBOR plus 2.45% (2.66% at December 31, 2012) through April 2013. Interest is fixed at 6.80% under an interest rate swap (see below).			760				781
Equipment note payable to a bank, with monthly payments including interest at one-month BBA LIBOR plus 2.75% (2.96% at December 31, 2012) through January 2014. Interest is fixed at 6.68% under an interest rate swap (see below).			228				433
Equipment note payable to a bank, with monthly payments including interest at one-month BBA LIBOR plus 2.75% (2.96% at December 31, 2012) through April 2013.			213				631
			7,697				5,429
Less: Current portion of long-term debt			2,028				1,294
		$	5,669			$	4,135

All long-term debt of Lone Star and TMF is guaranteed by the Company and either the majority member of the Company or related parties under control of the majority member of the Company, and is collateralized by the related buildings and equipment.

In December 2012, Lone Star repaid its equipment note payable in-full. There were no prepayment penalties or gains or losses associated with this early retirement of debt.

In December 2012, TMF entered into an equipment note payable to a bank for approximately $1,200, with monthly payments including interest at one-month BBA LIBOR plus 3.0% (3.21% at December 31, 2012) through December 2017.

At December 31, 2012, the Company identified that it was not in compliance with the annual cash flow-to-debt service ratio covenant associated with the ExOne building note payable to a bank. The Company requested and was granted a waiver related to compliance with this covenant through December 31, 2013. Related to the 2012 noncompliance, there were no cross default provisions or related impacts on other lending agreements.

 

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Future maturities of long-term debt at December 31, 2012, are approximately as follows:

 

2013		$	2,028
2014			1,829
2015			853
2016			878
2017			402
Thereafter			1,707
		$	7,697

On February 14, 2013, the Company repaid the ExOne building note payable to an unrelated entity (Note 19). There were no prepayment penalties or gains or losses associated with this early retirement of debt.

On March 27, 2013, in connection with the acquisition of certain net assets of the Lone Star and TMF variable interest entities (Note 19), the Company assumed and repaid all amounts outstanding on Lone Star and TMF debt, including accrued interest, and settled amounts related to certain interest rate swap agreements held by TMF (see description below). There were no prepayment penalties or gains or losses associated with this early retirement of debt or the related interest rate swap agreements.

In June 2008, the Company, through TMF, entered into certain interest rate swap agreements with a bank. The Company utilizes the interest rate swaps for the purpose of managing risks related to the variability of future earnings and cash flows caused by changes in interest rates. Under the terms of the agreements, the Company agrees to pay interest at the fixed rates and the Company receives variable interest from the counterparty.

The significant terms of interest rate swap agreements at December 31, 2012 and 2011, are as follows:

 

		2012
		TMF building note payable				TMF equipment note payable
Notional amount		$	760			$	228
Fixed rate			6.80	%			6.68	%
Floating rate			2.66	%			2.66	%
Maturity date			April 2, 2013				April 2, 2013

 

		2011
		TMF building note payable				TMF equipment note payable
Notional amount		$	781			$	433
Fixed rate			6.80	%			6.68	%
Floating rate			2.73	%			2.73	%
Maturity date			April 2, 2013				April 2, 2013

At December 31, 2012 and 2011, the fair value of the interest rate swaps was a liability of approximately $13 and $60, respectively. These obligations are included in accrued expenses and other current liabilities in the consolidated balance sheets. Gains (losses) on interest rate swap contracts are recorded as a component of interest expense in the statement of consolidated operations and comprehensive loss.

 

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Note 10. Financing Leases

In March 2012, the Company entered into a sale-leaseback transaction with a bank for a 3D printing machine. Due to continuing involvement outside of the normal leaseback by the Company, this transaction has been accounted for as a financing lease. Under the terms of the agreement, the Company received proceeds of approximately $985 (€739) with repayment of the lease occurring over a three-year period beginning in April 2012. The present value of the future minimum lease payments, including an interest rate of 6.0%, was approximately $553 (€418) at December 31, 2012.

In July 2012, the Company entered into a sale-leaseback transaction with a related party for a 3D printing machine. Based on the economic substance of the transaction between the parties, this transaction was accounted for as a financing lease. Under the terms of the agreement, the Company received proceeds of approximately $1,553 with repayment of the lease occurring over a five-year period beginning in August 2012. The present value of the future minimum lease payments, including an interest rate of 6.0%, was approximately $1,463 at December 31, 2012.

In November 2012, the Company entered into a sale-leaseback transaction with a bank for a 3D printing machine. Due to continuing involvement outside of the normal leaseback by the Company, this transaction has been accounted for as a financing lease. Under the terms of the agreement, the Company received proceeds of approximately $974 (€737) with repayment of the lease occurring over a three-year period beginning in January 2013. The present value of the future minimum lease payments, including an interest rate of 6.0%, was approximately $853 (€646) at December 31, 2012.

Future maturities of financing leases at December 31, 2012, are approximately as follows:

 

2013		$	920
2014			773
2015			606
2016			335
2017			235
Thereafter			—
		$	2,869

Note 11. Common and Preferred Units

Common units

At December 31, 2012 and 2011, the Company had 10,000,000 common units issued and outstanding.

Net income (loss) is allocated to each common unitholder in proportion to the units held by each common unitholder relative to the total units outstanding. The common unitholders share the Company’s positive cash flow, to the extent available, which is distributed annually and allocated among the common unitholders in proportion to the units held by each common unitholder relative to the total units outstanding. Common unitholders are entitled to one vote per unit on all matters.

On January 1, 2013, in connection with the reorganization of the Company (Note 19), 10,000,000 common units in the former limited liability company were exchanged for 5,800,000 shares of common stock.

Preferred units

On December 30, 2011, the Company entered into a debt conversion agreement with the Company’s majority member to convert $18,984 of unpaid principal and interest on the Company’s demand note payable to member

 

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(Note 8) into redeemable preferred units of the Company in full satisfaction of the indebtedness. Accordingly, 18,983,602 redeemable preferred units were issued at a conversion price of $1.00 per share.

The preferred units were non-voting limited liability company membership interests, and permitted the majority member (unitholder) to receive cumulative dividends at the annual rate of 8.0% per unit prior to, and in preference to, any declaration or payment of any dividend on the Company’s common units. Dividends on the preferred units accumulated and were payable irrespective of whether the Company had earnings, whether there were funds legally available for the payment of such dividends, and whether dividends were declared.

The Company had the option to redeem all or any number of the preferred units at any time upon written notice and payment to the unitholder of $1.00 plus all accrued but unpaid dividends for each unit being redeemed. The unitholder had the option to convert all or any number of preferred units to common units at the conversion rate of 9.5 preferred units for 1.0 common unit. Preferred units were designed to automatically convert to 1,998,275 common units upon the closing of any initial public offering in which the gross proceeds of the offering exceed $50,000 provided that the unitholder elected to retain such units. The Company analyzed the conversion feature under the applicable FASB guidance for accounting for derivatives and concluded that the conversion feature did not require separate accounting under such FASB guidance.

Because the unitholder was also the majority member and principal owner of the Company at December 31, 2011, he had the ability to redeem the preferred units at his option, thus giving the units characteristics of a liability rather than equity. Accordingly, the Company’s preferred units were classified as a liability in the Company’s consolidated balance sheets at December 31, 2011. At December 31, 2011, the unitholder had committed to not exercise his redemption rights through January 1, 2013.

In February 2012, the redemption feature on the preferred units was removed by an amendment to the preferred unit agreement. As a result, the preferred units were reclassified at fair value ($18,984) from a liability to equity in the consolidated balance sheets at December 31, 2012.

In May 2012, the unitholder sold 6,000,000 preferred units to two separate unrelated parties for $1.00 per unit.

On January 1, 2013, in connection with the reorganization of the Company (Note 19), preferred units in the former limited liability company were exchanged for 18,983,602 shares of preferred stock. Immediately prior to the IPO of the Company (Note 19), shares of preferred stock were automatically converted into shares of common stock at a 9.5 to 1.0 basis (1,998,275 shares). Following the conversion, there are no issued or outstanding shares of preferred stock in the Company.

Note 12. Equity-Based Compensation

In May 2012, the Company’s majority member completed the sale of 300,000 common units to an existing member of the Company for $1.25 per unit. In July and August of 2012, the Company’s majority member completed the sale of additional common units to two employees under the terms described above. The fair value of these common units on the measurement date was $7.20 per common unit. The Company recognized compensation expense of approximately $7,735 during 2012 in connection with the sale of these common units.

Determining the fair value of the common units required complex and subjective judgments. The Company used the sale of a similar security in an arms-length transaction with unrelated parties to estimate the value of the enterprise at the measurement date, which included assigning a value to the similar security’s rights, preferences and privileges, relative to the common units. The enterprise value was then allocated to the Company’s outstanding equity securities using a Black-Scholes option pricing model. The option pricing model involves making estimates such as: the anticipated timing of a potential liquidity event (less than one year), volatility of our equity securities (65.0%), and risk-free interest rate (0.16%). Changes in these assumptions could materially impact the value assigned to the common units.

 

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Note 13. License Agreements

The Company has license agreements with certain organizations which require license fee payments to be made on a periodic basis, including royalties on net sales of licensed products, processes and consumables. License fee expenses amounted to approximately $57, $682 and $357 for 2012, 2011 and 2010, respectively, and are included in cost of sales in the consolidated statement of operations and comprehensive loss. At December 31, 2012, accrued license fees were approximately $1,015 and are recorded in accrued expenses and other current liabilities ($748) and other noncurrent liabilities ($267) in the consolidated balance sheets. At December 31, 2011, accrued license fees were approximately $1,183 and are recorded in accrued expenses and other current liabilities in the consolidated balance sheets.

Included in the license agreements is an exclusive patent license agreement with the Massachusetts Institute of Technology (the MIT Agreement). Patents covered under the MIT Agreement have expiration dates ranging from 2013 to 2021. Terms of the MIT Agreement remain in force until the expiration or abandonment of all issued patent rights.

Terms of the MIT Agreement require that the Company remit payment to MIT for (1) minimum license maintenance fees, (2) royalties, ranging from 2.5% to 5.0%, on net sales of licensed products, processes and consumables and (3) reimbursement of certain qualifying patent expenses incurred by MIT.

On January 22, 2013, the Company and MIT agreed to an amendment of their exclusive patent license agreement (the Amended MIT Agreement). The Amended MIT Agreement provides for, among other things, (1) a reduction in the term of the agreement between the Company and MIT from the date of expiration or abandonment of all issued patent rights to December 31, 2016, (2) an increase in the minimum license maintenance fees due for the years ended December 31, 2013 through December 31, 2016 from $50 annually to $100 annually, with amounts related to 2013 through 2016 guaranteed by ExOne in the event of termination of the agreement, (3) a settlement of all past and future royalties on net sales of licensed products, processes and consumables for a one-time payment of $200, payable in 2013 by the Company, and (4) a provision for extension of the term of the arrangement between the parties for an annual license maintenance fee of $100 for each subsequent year beyond 2016.

As a result of the Amended MIT Agreement, the Company recorded a reduction to its accrued license fees at December 31, 2012, of approximately $1,500 with a corresponding reduction to cost of sales. License fee expenses, including minimum license maintenance fees and royalties, associated with the MIT Agreement and related Amended MIT Agreement for 2012, 2011 and 2010 were ($159), a reduction to cost of sales, $595 and $275, respectively. Reimbursement of qualifying patent expense incurred by MIT were $50, $11 and $18 for 2012, 2011 and 2010, respectively and are recorded in selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss.

Note 14. Operating Lease Commitments

The Company leases various manufacturing facilities, office and warehouse spaces, equipment and vehicles under operating lease arrangements, expiring in various years through 2017.

Future minimum lease payments of operating lease arrangements at December 31, 2012, are approximately as follows:

 

2013		$	739
2014			62
2015			47
2016			24
2017			9
Thereafter			—
		$	881

 

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Rent expense under operating lease arrangements was approximately $984, $1,057 and $847 for 2012, 2011 and 2010, respectively.

Note 15. Income Taxes

Prior to reorganization (Note 19) the Company was a limited liability company whereby its members were taxed on a proportionate share of the Company’s taxable income. As such, no provision has been recorded for U.S. federal or state income taxes. The Company reported taxable income from ExOne GmbH of approximately $2,803, $2,473 and $648 in 2012, 2011 and 2010, respectively. Ex One KK reported taxable income of approximately $878, $396 and $0 in 2012, 2011 and 2010, respectively. Taxable income of Ex One KK for both 2012 and 2011 was fully offset by net operating loss carryforwards.

The provision for income taxes was $995, $1,031 and $198 in 2012, 2011 and 2010, respectively and related entirely to the taxable income of ExOne GmbH. The benefit from deferred taxes for 2012, 2011 and 2010 was fully offset by changes in the valuation allowance for deferred tax assets.

A reconciliation of the provision for income taxes at the U.S. statutory rate of 35.0% to the effective rate of the Company for the years ended December 31 is as follows:

 

		2012				2011				2010
U.S. statutory rate (35.0%)		$	(3,043	)		$	(2,305	)		$	(1,744	)
Limited liability company losses not subject to tax			4,018				1,818				2,110
Taxes on foreign operations			(164	)			(71	)			(95	)
Increase in uncertain tax positions			146				249				15
Net change in valuation allowances			8				1,290				(140	)
Permanent differences and other			30				50				52
Provision for income taxes		$	995			$	1,031			$	198
Effective tax rate			111.5	%			115.7	%			104.0	%

The components of net deferred income tax assets and net deferred income tax liabilities at December 31 were as follows:

 

		2012				2011
Current deferred tax assets (liabilities):
Accounts receivable		$	—			$	515
Inventories			(434	)			(638	)
Accrued expenses and other current liabilities			143				(117	)
Deferred revenue and customer prepayments			1,912				1,917
Other			250				(67	)
Valuation allowance			(2,049	)			(1,984	)
Current deferred tax assets (liabilities)			(178	)			(374	)
Noncurrent deferred tax assets (liabilities):
Net operating loss carryforwards			431				868
Property and equipment			599				922
Other			567				236
Valuation allowance			(1,419	)			(1,652	)
Noncurrent deferred tax assets (liabilities)			178				374
Net deferred tax assets (liabilities)			—				—

 

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The Company has provided a valuation allowance for its net deferred tax assets because the Company has not demonstrated a consistent history of generating net operating profits in the jurisdictions in which it operates. At December 31, 2012, the Company had approximately $1,076 in foreign net operating loss carryforwards to offset future taxable income of Ex One KK, which expire from 2013 through 2019.

The following table summarizes changes to the Company’s valuation allowances at December 31:

 

		2012				2011
Beginning balance		$	3,636			$	2,266
Increase to allowance			8				1,290
Foreign currency			(176	)			80
Ending balance			3,468				3,636

The Company files income tax returns in both Germany and Japan. In Germany, the Company’s 2010 through 2012 tax years remain subject to examination. In Japan, the Company’s 2005 through 2012 tax years remain subject to examination.

The Company has a liability for uncertain tax positions related to certain capitalized expenses and related party transactions. At December 31, 2012 and 2011, the liability for uncertain tax positions was approximately $416 and $264, respectively, and is included in accrued expenses and other current liabilities in the consolidated balance sheets. At December 31, 2012 and 2011, the liability for uncertain tax positions for Ex One KK was $94 and $377, respectively.

A reconciliation of the beginning and ending amount of unrecognized tax benefits at December 31 was as follows.

 

		2012				2011				2010
Beginning balance		$	264			$	15			$	—
Increases related to current year tax positions			146				249				15
Foreign currency			6				—				—
Ending balance		$	416			$	264			$	15

The Company includes interest and penalties related to income taxes as a component of the provision for income taxes in the consolidated statement of operations and comprehensive loss.

Note 16. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

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

 

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

 

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Level 2		Inputs include:
		Quoted prices for similar assets or liabilities in active markets;
		Quoted prices for identical or similar assets or liabilities in inactive markets;
		Inputs, other than quoted prices in active markets, that are observable either directly or indirectly;
		Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.
Level 3		Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

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

The following table sets forth the fair value of the Company’s liabilities measured on a recurring basis by level:

 

December 31,		Level				2012				2011
Accrued expenses and other current liabilities:
Interest rate swap liability			2			$	13			$	60
Redeemable preferred units			3				—			$	18,984

The fair value of the interest rate swap liability is determined by using a discounted cash flow model using observable inputs from the related forward interest rate yield curves with the differential between the forward rate and the stated interest rate of the instrument discounted back from the settlement date of the contracts to December 31, 2012 and 2011, respectively. As this model utilizes observable inputs and does not require significant management judgment it has been determined to be a Level 2 financial instrument in the fair value hierarchy.

The fair value of the Company’s redeemable preferred units is estimated based on unobservable inputs, including the present value of the Company’s demand note payable to member immediately prior to conversion, as further described in Note 11. As this estimate utilizes unobservable inputs and requires significant management judgment it has been determined to be a Level 3 financial instrument in the fair value hierarchy.

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial instruments:

 

		2012				2011
Beginning balance		$	18,984			$	—
Realized gains (losses)			—				—
Unrealized gains (losses)			—				—
Purchases			—				—
Sales			—				—
Issuances			—				18,984
Settlements			(18,984	)			—
Transfers into Level 3			—				—
Transfers out of Level 3			—				—
Ending balance		$	—			$	18,984

 

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The carrying values and fair values of other ExOne financial instruments were as follows:

 

		2012								2011
December 31,		Carrying Value				Fair Value				Carrying Value				Fair Value
Cash and cash equivalents		$	2,802			$	2,802			$	3,496			$	3,496
Line of credit		$	528			$	528			$	—			$	—
Demand note payable to member		$	8,666			$	8,666			$	—			$	—
Current portion of long-term debt		$	2,028			$	2,028			$	1,294			$	1,294
Current portion of financing leases		$	920			$	920			$	—			$	—
Long-term debt — net of current portion		$	5,669			$	7,880			$	4,135			$	6,377
Financing leases — net of current portion		$	1,949			$	1,949			$	—			$	—

The carrying amounts of cash and cash equivalents, line of credit, demand note payable to member, current portion of long-term debt and current portion of financing leases approximate fair value due to their short-term maturities. Cash and cash equivalents were classified in Level 1; Line of credit, demand note payable to member, current portion of long-term debt, current portion of financing leases, long-term debt — net of current portion and financing leases — net of current portion were classified in Level 2.

Note 17. Segment, Product and Geographic Information

The Company manages its business globally in a singular operating segment in which it develops, manufactures and markets 3D printing machines, printed parts, materials and other (including production and contract services for customers). Geographically, the Company conducts its business through wholly-owned subsidiaries in the United States, Germany and Japan.

Revenue by product for the year ended December 31 was as follows:

 

		2012				2011				2010
3D printing machines		$	15,668			$	5,406			$	5,622
3D printed parts, materials and other services			12,989				9,884				7,818
		$	28,657			$	15,290			$	13,440

During 2012, 2011 and 2010, the Company conducted a significant portion of its business with a limited number of customers. The Company had one customer in 2011 (Ryoyu Systems) and three customers in 2010 (Intek, I Metal and BMW) which individually represented 10% or greater of total revenue for those respective years. There were no customers in 2012 which individually represented 10% or greater of total revenue. In 2012, 2011 and 2010, the Company’s five most significant customers represented approximately 31.7%, 40.9% and 48.7% of total revenue, respectively. At December 31, 2012, accounts receivable from these customers were approximately $1,671. At December 31, 2011, accounts receivable from these customers were not significant.

Geographic information for revenue for the year ended December 31 was as follows (based on the country where the sale originated):

 

		2012				2011				2010
United States		$	7,802			$	4,587			$	3,936
Germany			13,956				5,678				6,909
Japan			6,899				5,025				2,595
		$	28,657			$	15,290			$	13,440

 

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Geographic information for long-lived assets at December 31 was as follows (based on the physical location of assets):

 

		2012				2011
United States		$	9,592			$	5,672
Germany			2,550				1,230
Japan			325				1,017
		$	12,467			$	7,919

Note 18. Related Party Transactions

The Company provides various services to several related entities under common control by the majority member, primarily in the form of accounting, finance, information technology and human resource outsourcing. The cost of these services is generally reimbursed by these related entities and was approximately $281, $210 and $90 in 2012, 2011 and 2010, respectively. In addition, the Company may purchase certain items on behalf of related parties under common control by the majority member. Amounts due from these related entities, included in prepaid expenses and other current assets in the consolidated balance sheets, were $38 at December 31, 2012, and $396 at December 31, 2011.

The Company receives design services and the corporate use of an airplane from related entities under common control by the majority member. The cost of these services received was approximately $149, $23 and $35 in 2012, 2011 and 2010, respectively. Amounts due to these related entities, included in accounts payable and accrued expenses and other current liabilities in the consolidated balance sheets, were $47 at December 31, 2012, and $17 at December 31, 2011.

Note 19. Subsequent Events

The Company has evaluated all activity of ExOne and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements, except as described below.

Reorganization

On January 1, 2013, 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. As a result of the reorganization, The Ex One Company, LLC became the Company, a Delaware corporation, the common and preferred interest holders of The Ex One Company, LLC became holders of common stock and preferred stock, respectively, of the Company and the subsidiaries of The Ex One Company, LLC became the subsidiaries of the Company. The preferred stock of the Company was converted into common stock on a 9.5 to 1 basis (1,998,275 shares of common stock) immediately prior to February 6, 2013, the effective date of the IPO.

Prior to giving effect to the reorganization transaction, no provision for income taxes had been recorded for The Ex One Company, LLC as its individual members were taxed based on their proportionate share of taxable income. Upon conversion, The ExOne Company will be taxed as a corporation for U.S. federal, state, local and foreign income tax purposes. On January 1, 2013, the Company recorded a net deferred tax asset of approximately $213 based on the difference between the book and tax basis of assets and liabilities as of that date. Due to a history of operating losses at the subsidiary level, a valuation allowance of 100% of the net deferred tax asset was established.

 

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Settlement of Preferred Unit Dividends

On January 23, 2013, the Company settled an accrued dividend with certain preferred unitholders of the former limited liability company in the amount of approximately $1,437. Of this amount, approximately $304 was settled in cash with the remaining $1,133 converted by the principal preferred unitholder (also the majority member of the former limited liability company) to additional amounts due under the demand note payable to member. The demand note payable to member was fully repaid on February 14, 2013 (see “Long-Term Debt Repayments” below).

2013 Equity Incentive Plan

On January 24, 2013, the Board of Directors of the Company adopted the 2013 Equity Incentive Plan (the Plan). In connection with the adoption of the Plan, 500,000 shares of common stock were reserved for issuance pursuant to the Plan, with automatic increases in such reserve available each year annually on January 1 from 2014 through 2023 equal to the lesser of (i) 3.0% of the total outstanding shares of common stock as of December 31 of the immediately preceding year or (ii) a number of shares of common stock determined by the Board of Directors, provided that the maximum number of shares authorized under the Plan will not exceed 1,992,242 shares, subject to certain adjustments. On January 24, 2013, the Board of Directors authorized awards of 180,000 incentive stock options (ISOs) under the Plan to certain employees contemporaneously with the IPO at an exercise price determined by the IPO offering price, which was $18.00 per share. These awards vest on a cumulative annual basis over a three year period and the ISOs fully expire on February 6, 2023.

Initial Public Offering of The ExOne Company

On February 6, 2013, the Company’s registration statement on Form S-1 (File No 333-185933) was declared effective for the Company’s IPO, pursuant to which the Company registered the offering and sale of 6,095,000 shares of common stock at a public offering price of $18.00 per share for an aggregate offering price of $109,710.

As a result of the offering, the Company received net proceeds of approximately $91,996, after deducting underwriting discounts and commissions. Following the receipt of net proceeds, the Company paid offering expenses of approximately $1,600.

Long-Term Debt Repayments

On February 14, 2013, the Company repaid outstanding amounts due on the demand note payable to member (Note 8) of approximately $9,800 (including accrued interest). Following this repayment, the demand note payable to member was retired. Separately, on February 14, 2013, the Company repaid $300 to retire its building note payable with an unrelated party (Note 9). There were no prepayment penalties or gains or losses associated with this early retirement of debt.

TMF and Lone Star Asset Acquisition

On March 27, 2013, a wholly-owned subsidiary of the Company, ExOne Americas LLC, a Delaware limited liability company, acquired certain assets, including property and equipment (principally land, buildings and machinery and equipment) held by two variable interest entities of the Company, TMF and Lone Star, and assumed all outstanding debt of such variable interest entities, including certain related interest rate swap agreements.

Payment of approximately $1,900 was made to TMF and approximately $200 was made to Lone Star, including a return of capital to the majority member of the former limited liability company of approximately $1,400. There was no gain or loss or goodwill generated as a result of this transaction. Simultaneous with the completion of this transaction, the Company also repaid all of the outstanding debt and settled the related interest rate swap agreements assumed from the variable interest entities, resulting in a payment of approximately $4,700.

 

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The ExOne Company and Subsidiaries (formerly The Ex One Company, LLC and Subsidiaries)

Supplemental Quarterly Financial Information (unaudited)

(in thousands, except per-unit amounts)

 

		For the Quarter Ended
		December 31, 2012				September 30, 2012				June 30, 2012				March 31, 2012
Revenue		$	12,744			$	8,515			$	4,676			$	2,722
Gross profit		$	6,248			$	3,556			$	1,523			$	816
Net income (loss) attributable to ExOne*		$	902			$	(5,932	)		$	(3,609	)		$	(1,529	)
Net income (loss) per share attributable to ExOne common unitholders**:
Basic		$	0.05			$	(0.63	)		$	(0.40	)		$	(0.18	)
Diluted		$	0.04			$	(0.63	)		$	(0.40	)		$	(0.18	)

 

		For the Quarter Ended
		December 31, 2011				September 30, 2011				June 30, 2011				March 31, 2011
Revenue		$	2,718			$	6,021			$	2,303			$	4,248
Gross profit		$	398			$	2,219			$	18			$	1,008
Net loss attributable to ExOne		$	(2,766	)		$	(839	)		$	(2,988	)		$	(1,444	)
Net loss per share attributable to ExOne common unitholders**:
Basic		$	(0.28	)		$	(0.08	)		$	(0.30	)		$	(0.14	)
Diluted		$	(0.28	)		$	(0.08	)		$	(0.30	)		$	(0.14	)

 

*	Net loss attributable to ExOne includes $5,950 and $1,785 in equity-based compensation expense for the quarters ended September 30, 2012 and June 30, 2012, respectively. There was no equity-based compensation expense recorded by ExOne during any other quarter in 2012 or 2011.

 

**	Per-unit amounts are calculated independently for each quarter presented; therefore the sum of the quarterly per-unit amounts may not equal the per-unit amounts for the year.

 

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements

See Item 8 of Part II of this Annual Report on Form 10-K/A.

(a)(2) Financial Statement Schedules

Financial statement schedules have been omitted because they are not applicable, not required, or the required information is included in the consolidated financial statements or notes thereto.

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

(a)(3) Exhibits

The Exhibits listed on the accompanying Index to Exhibits are filed as part of this Annual Report on Form 10-K/A.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, as of the 31^st day of May, 2013.

 

 

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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.

Exhibits and Financial Statement Schedules

(A) Exhibits:

 

Exhibit Number		Description		Method of Filing
3.1		Certificate of Incorporation		Filed as Exhibit 3.1 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
3.2		Bylaws.		Filed as Exhibit 3.2 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
4.1		Form of stock certificate.		Filed as Exhibit 4.1 to Amendment No. 2 to Form S-1 Registration Statement (#333-185933) filed on January 28, 2013
10.01.01		Amended and Restated Exclusive Patent License Agreement dated January 1, 2011, by and between Massachusetts Institute of Technology and The Ex One Company, LLC.		Filed as Exhibit 10.01.01 to Amendment No. 1 to Form S-1 Registration Statement (#333-185933) filed on January 24, 2013
10.01.02		First Amendment to the Amended and Restated Exclusive Patent License Agreement, dated as of January 1, 2013, by and between Massachusetts Institute of Technology and The Ex One Company, LLC.		Filed as Exhibit 10.01.02 to Amendment No. 1 to Form S-1 Registration Statement (#333-185933) filed on January 24, 2013
10.2		Employment Agreement, dated June 1, 2012, by and between the Company and S. Kent Rockwell.*		Filed as Exhibit 10.2 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.3		Employment Agreement, dated June 1, 2012, by and between the Company and David Burns.*		Filed as Exhibit 10.3 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.4		Employment Agreement, dated August 1, 2012, by and between the Company and John Irvin.*		Filed as Exhibit 10.4 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.5		Employment Agreement, dated August 21, 2003, by and between Prometal RCT and Rainer Hoechsmann (translated from German).*		Filed as Exhibit 10.5 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.6		Letter amending Employment Agreement, dated March 9, 2012, from the Company to Rainer Hoechsmann (translated from German).		Filed as Exhibit 10.6 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013

 

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Exhibit Number		Description		Method of Filing
10.07.01		2013 Equity Incentive Plan.		Filed as Exhibit 10.07.01 to Amendment No. 1 to Form S-1 Registration Statement (#333-185933) filed on January 24, 2013
10.07.02		Form of Award Agreements under 2013 Equity Incentive Plan.		Filed as Exhibit 10.07.02 to Amendment No. 1 to Form S-1 Registration Statement (#333-185933) filed on January 24, 2013
10.8		Lone Star Metal Fabrication, LLC Equipment Lease.		Filed as Exhibit 10.8 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.9		Lone Star Metal Fabrication, LLC Building Lease.		Filed as Exhibit 10.9 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.10.01		Troy Metal Fabricating, LLC Equipment Lease October 1, 2011.		Filed as Exhibit 10.10.01 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.10.02		Troy Metal Fabricating, LLC Equipment Lease December 31, 2011.		Filed as Exhibit 10.10.02 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.10.03		Troy Metal Fabricating, LLC Equipment Lease December 31, 2012.		Filed as Exhibit 10.10.03 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.10.04		Troy Metal Fabricating, LLC Equipment Lease May 31, 2008.		Filed as Exhibit 10.10.04 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.10.05		Troy Metal Fabricating, LLC Equipment Lease February 01, 2009.		Filed as Exhibit 10.10.05 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.10.06		Troy Metal Fabrication, LLC Equipment Lease May 31, 2008.		Filed as Exhibit 10.10.06 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.11		Troy Metal Fabricating, LLC Building Lease March 31, 2008.		Filed as Exhibit 10.11 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.12		Kontokorrentkredit Overdraft Agreement, dated July 29, 2011, Between ExOne Gmbh and Stadtsparkasse Augsburg. (translated from German).		Filed as Exhibit 10.12 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.13		Aval Kredit-Rahmanvertrag, Linton Bank Guarantees, dated July 29, 2011, Between ExOne Gmbh and Stadtsparkasse Augsburg. (translated from German).		Filed as Exhibit 10.13 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.14		Abtretung von Außenständer, Assignment of Receivables, dated July 29, 2011, Between ExOne Gmbh and Stadtsparkasse Augsburg. (translated from German).		Filed as Exhibit 10.14 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013

 

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Exhibit Number		Description		Method of Filing
10.15		Revolving Demand Note, dated January 1, 2012 by and between the Company and Rockwell Forest Products, Inc.		Filed as Exhibit 10.15 to Form S-1 Registration Statement (#333-185933) filed on January 8, 2013
10.16		Leasing Contract, Agreement Concerning Use of Machine, Sale and Leaseback Agreement, dated November 21, 2012, between ExOne GmbH and Deutsche für Sparkassen und Mittelstand GmbH (translated from German).		Filed as Exhibit 10.16 to Amendment No. 1 to Form S-1 Registration Statement (#333-185933) filed on January 24, 2013
10.17		Employment Agreement, dated March 7, 2013 by and between the Company and JoEllen Lyons Dillon.		Filed as Exhibit 10.17 to Form 10-K (File No. 001-35806) filed on March 29, 2013
21.1		Subsidiaries of the Registrant.		Filed as Exhibit 21.1 to Form 10-K (File No. 001-35806) filed on March 29, 2013
23.1		Consent of ParenteBeard LLC.		Filed as Exhibit 23.1 to Form 10-K (File No. 001-35806) filed on March 29, 2013
23.2		Consent of ParenteBeard LLC.		Filed herewith as Exhibit 23.2
31.1		Rule 13(a)-14(a) Certification of Principal Executive Officer.		Filed as Exhibit 31.1 to Form 10-K (File No. 001-35806) filed on March 29, 2013.
31.2		Rule 13(a)-14(a) Certification of Principal Financial Officer.		Filed as Exhibit 31.2 to Form 10-K (File No. 001-35806) filed on March 29, 2013
31.3		Rule 13(a)-14(a) Certification of Principal Executive Officer.		Filed herewith as Exhibit 31.3
31.4		Rule 13(a)-14(a) Certification of Principal Financial Officer.		Filed herewith as Exhibit 31.4
32		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.		Filed as Exhibit 32 to Form 10-K (File No. 001-35806) filed on March 29, 2013
32.1		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.		Filed herewith as Exhibit 32.1

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

 

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