ExOne Co - Quarter Report: 2015 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2015

OR

For the transition period from                      to                     

Commission File No. 001-35806

The ExOne Company

(Exact name of registrant as specified in its charter)

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

(Address of principal executive offices) (Zip Code)

(724) 863-9663

(Registrant’s telephone number, including area code)

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

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  ¨    No  x

As of August 10, 2015, 14,521,137 shares of common stock, par value $0.01, were outstanding.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies.

As an emerging growth company:

We will continue to operate under these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenues, qualify as a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of these reduced burdens.

PART I – FINANCIAL INFORMATION

The ExOne Company and Subsidiaries

Condensed Statement of Consolidated Operations and Comprehensive Loss (Unaudited)

(in thousands, except per-share amounts)

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

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The ExOne Company and Subsidiaries

Condensed Consolidated Balance Sheet (Unaudited)

(in thousands, except share amounts)

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

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The ExOne Company and Subsidiaries

Condensed Statement of Consolidated Cash Flows (Unaudited)

(in thousands)

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

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The ExOne Company and Subsidiaries

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

(in thousands)

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

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The ExOne Company and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 1. Basis of Presentation and Principles of Consolidation

Organization

The ExOne Company (“ExOne”) is a corporation organized under the laws of the state of Delaware. ExOne was formed on January 1, 2013, when The Ex One Company, LLC, a Delaware limited liability company, merged with and into a Delaware corporation, which survived and changed its name to The ExOne Company (the “Reorganization”). As a result of the Reorganization, The Ex One Company, LLC became ExOne, the common and preferred interest holders of The Ex One Company, LLC became holders of common stock and preferred stock, respectively, of ExOne, and the subsidiaries of The Ex One Company, LLC became the subsidiaries of ExOne. The condensed consolidated financial statements include the accounts of ExOne, its wholly-owned subsidiaries, ExOne Americas LLC (United States), ExOne GmbH (Germany), ExOne Property GmbH (Germany), ExOne KK (Japan); effective in March 2014, MWT—Gesellschaft für Industrielle Mikrowellentechnik mbH (Germany); and effective in May 2014, ExOne Italy S.r.l (Italy). Collectively, the consolidated group is referred to as the “Company”.

On February 6, 2013, the Company commenced an initial public offering of 6,095,000 shares of its common stock at a price to the public of $18.00 per share, of which 5,483,333 shares were sold by the Company and 611,667 were sold by a selling stockholder (including consideration of the exercise of the underwriters’ over-allotment option). Following completion of the offering on February 12, 2013, the Company received net proceeds of approximately $91,996 (net of underwriting commissions).

On September 9, 2013, the Company commenced a secondary public offering of 3,054,400 shares of its common stock at a price to the public of $62.00 per share, of which 1,106,000 shares were sold by the Company and 1,948,400 were sold by selling stockholders (including consideration of the exercise of the underwriters’ over-allotment option). Following completion of the offering on September 13, 2013, the Company received net proceeds of approximately $65,315 (net of underwriting commissions).

The condensed consolidated financial statements of the Company are unaudited. The condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the results of operations, financial position and cash flows of the Company. All material intercompany transactions and balances have been eliminated in consolidation. The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. The December 31, 2014 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). This Quarterly Report on Form 10-Q should be read in connection with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, which includes all disclosures required by GAAP.

Liquidity

The Company has incurred net losses in each of its annual periods since its inception. As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of approximately $6,898 and $14,569 for the quarter and six months ended June 30, 2015, respectively. Prior to Reorganization the Company operated as a limited liability company and was substantially supported by the continued financial support provided by its majority member. As noted above, in connection with the completion of its initial public offering and secondary public offering in 2013, the Company received unrestricted net proceeds from the sale of its common stock of approximately $157,311. Management believes that the Company’s existing capital resources will be sufficient to support the Company’s operations through July 1, 2016.

The Company has additionally considered the impact of continued operating losses and cash flow deficiencies on the carrying value of goodwill and long-lived assets held for use by the Company. Based on the assessment completed by management, no impairment loss has been recorded by the Company during the quarter or six months ended June 30, 2015. Assessing the recoverability of goodwill and long-lived assets held for use requires significant judgments and estimates by management. A deterioration in general economic conditions, negative developments in equity and credit markets, a significant decline in the Company’s market capitalization, adverse changes in the markets in which the Company operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows, among other indicators, could cause a future assessment to be performed which may result in an impairment of goodwill, long-lived assets held for use, or both, resulting in a material adverse effect on the financial position and results of operations of the Company.

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Recently Adopted Accounting Guidance

On January 1, 2015, the Company adopted Financial Accounting Standards Board (“FASB”) guidance clarifying the presentation of unrecognized tax benefits when a net operating loss carryforward, or similar tax loss or a tax credit carryforward exists. The amendment requires that unrecognized tax benefits be presented in the consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, unless certain exceptions exist. Previously, there was diversity in practice as no explicit guidance existed. As the Company had previously followed the now required presentation, the adoption of this guidance did not have a material impact on the consolidated financial statements of the Company.

Recently Issued Accounting Guidance

In May 2014, the FASB issued changes to the recognition of revenue from contracts with customers. These changes created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersede virtually all existing revenue recognition requirements and guidance. This framework is expected to provide a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. These changes become effective for the Company on January 1, 2018, or January 1, 2017, in the event that the Company no longer qualifies as an emerging growth company in accordance with the JOBS Act and the Company elects to early adopt the changes. Management is currently evaluating the potential impact of these changes on the consolidated financial statements of the Company.

In August 2014, the FASB issued changes to the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. Because there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related note disclosures, there is diversity in practice whether, when, and how an entity discloses the relevant conditions and events in its financial statements. As a result, these changes require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. These changes become effective for the Company on December 31, 2016. Subsequent to adoption, this guidance will need to be applied by management at the end of each annual period and interim period therein to determine what, if any, impact there will be on the consolidated financial statements of the Company in a given reporting period.

In April 2015, the FASB issued changes to the presentation of debt issuance costs in financial statements. These changes require an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. These changes become effective for the Company on December 31, 2016, or March 31, 2016, in the event that the Company no longer qualifies as an emerging growth company in accordance with the JOBS Act. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. Management is currently evaluating the potential impact of these changes on the consolidated financial statements of the Company.

In July 2015, the FASB issued changes to the measurement of inventories accounted for under any method other than last in, first out or the retail method. These changes require such inventories to be measured at the lower of cost and net realizable value, with net realizable value defined as the estimated selling price in the normal course of business, less reasonably predictable costs of completion, disposal and transportation. These changes become effective for the Company on January 1, 2017. Early adoption is permitted. The new guidance will be applied prospectively in the interim or annual period adopted. Management is currently evaluating the potential impact of these changes on the consolidated financial statements of the Company.

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Note 2. Accumulated Other Comprehensive Loss

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

Foreign currency translation adjustments consist of (i) the effect of translation of functional currency financial statements (denominated in the Euro and Japanese Yen) to the reporting currency of the Company (U.S. dollar) and (ii) certain long-term intercompany transactions between subsidiaries for which settlement is not planned or anticipated.

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

Note 3. Earnings Per Share

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

As the Company incurred a net loss during each of the quarters and six months ended June 30, 2015 and 2014, basic average shares outstanding and diluted average shares outstanding were the same because the effect of potential shares of common stock, including incentive stock options (206,303 – 2015 and 155,637 – 2014) and unvested restricted stock issued (92,503 – 2015 and 25,834 – 2014), was anti-dilutive.

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

Note 4. Inventories

Inventories consist of the following:

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

At June 30, 2015 and December 31, 2014, the allowance for slow-moving and obsolete inventories was approximately $1,207 and $1,241, respectively, and has been reflected as a reduction to inventories (principally raw materials and components). Included in the allowance for slow-moving and obsolete inventories at June 30, 2015 and December 31, 2014, is approximately $445 and $419, respectively, associated with the Company’s laser micromachining product line which was discontinued at the end of 2014.

Note 5. Contingencies and Commitments

The Company and its subsidiaries are subject to various litigation, claims, and proceedings which have been or may be instituted or asserted from time to time in the ordinary course of business. Management does not believe that the outcome of any pending or threatened matters will have a material adverse effect, individually or in the aggregate, on the financial position, results of operations or cash flows of the Company.

Note 6. Equity-Based Compensation

On January 24, 2013, the Board of Directors of the Company adopted the 2013 Equity Incentive Plan (the “Plan”). In connection with the adoption of the Plan, 500,000 shares of common stock were reserved for issuance pursuant to the Plan, with automatic increases in such reserve available each year annually on January 1 from 2014 through 2023 equal to the lesser of (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.

The following table summarizes the total equity-based compensation expense recognized for awards issued under the Plan:

At June 30, 2015, total future compensation expense related to unvested awards yet to be recognized by the Company was approximately $802 for incentive stock options (“ISOs”) and $1,368 for restricted stock awards. Total future compensation expense related to unvested awards yet to be recognized by the Company is expected to be recognized over a weighted-average remaining vesting period of approximately 1.7 years.

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The activity for ISOs for the six months ended June 30, 2015, was as follows:

At June 30, 2015, there was no intrinsic value associated with ISOs exercisable or ISOs expected to vest. The weighted average remaining contractual term of ISOs exercisable and expected to vest at June 30, 2015, was approximately 7.6 years and 8.6 years, respectively. ISOs with an aggregate intrinsic value of approximately $306 were exercised by employees during the quarter ended March 31, 2014, resulting in proceeds to the Company from the exercise of stock options of approximately $318. The Company received no income tax benefit related to these exercises. There were no exercises during the quarter or six months ended June 30, 2015 or the quarter ended June 30, 2014.

The activity for restricted stock awards for the six months ended June 30, 2015, was as follows:

Note 7. Income Taxes

The (benefit) provision for income taxes for the quarters ended June 30, 2015 and 2014 was ($100) and $3, respectively. The (benefit) provision for income taxes for the six months ended June 30, 2015 and 2014 was ($159) and $167, respectively. The Company has completed a discrete period computation of its (benefit) provision for income taxes for each of the periods presented. Discrete period computation is as a result of (i) jurisdictions with losses before income taxes for which no tax benefit can be recognized and (ii) an inability to generate reliable estimates for results in certain jurisdictions as a result of inconsistencies in generating net operating profits (losses) in those jurisdictions.

The effective tax rate for the quarters ended June 30, 2015 and 2014 was 1.4% (benefit on a loss) and 0.1% (provision on a loss), respectively. The effective tax rate for the six months ended June 30, 2015 and 2014 was 1.1% (benefit on a loss) and 1.7% (provision on a loss), respectively. The effective tax rate differs from the U.S. federal statutory rate of 34.0% for each of the periods presented primarily due to net changes in valuation allowances for the periods.

The Company has provided a valuation allowance for its net deferred tax assets as a result of the Company not generating consistent net operating profits in jurisdictions with which it operates. As such, any benefit from deferred taxes in either quarterly period has been fully offset by changes in the valuation allowance for net deferred tax assets. The Company continues to assess its future taxable income by jurisdiction based on (i) recent historical operating results, (ii) the expected timing of reversal of temporary differences, (iii) various tax planning strategies that the Company may be able to enact in future periods, (iv) the impact of potential operating

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changes on the business and (v) forecast results from operations in future periods based on available information at the end of each reporting period. To the extent that the Company is able to reach the conclusion that deferred tax assets are realizable based on any combination of the above factors, a reversal of existing valuation allowances may occur.

The Company has a liability for uncertain tax positions related to certain capitalized expenses and intercompany transactions. At June 30, 2015 and December 31, 2014, the liability for uncertain tax positions was approximately $795 and $871, respectively, and is included in accrued expenses and other current liabilities in the condensed consolidated balance sheet. In addition, at June 30, 2015 and December 31, 2014, the Company had a liability for uncertain tax positions related to its ExOne GmbH (Germany) and ExOne KK (Japan) subsidiaries of approximately $552 and $354, respectively, which were fully offset against net operating loss carryforwards of the respective subsidiaries.

Note 8. 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:

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:

The fair value of contingent consideration associated with the 2014 acquisition of Machin-A-Mation Corporation (“MAM”) is determined by using certain forecasts of future profitability of MAM (an unobservable input). The valuation technique utilized by the Company with respect to this instrument is a discounted cash flow model, principally based on the assumption of achievement of the profitability targets stipulated in the earn-out provision. Future expected payments have been discounted using a market interest rate assumption. Terms of the earn-out provision require minimum achievement of revenues ($3,500) and gross profit ($875) for the year ending December 31, 2015.

During the quarter and six months ended June 30, 2015, the Company recorded changes in the fair value of contingent consideration issued in connection with the acquisition of MAM of approximately ($193) and ($190), respectively, with a corresponding amount recorded to selling, general and administrative expenses. Changes in contingent consideration recorded by the Company during the quarter and six months ended June 30, 2015 are based on (i) revisions of estimates of revenues and gross profit for MAM for the year ending December 31, 2015 and (ii) the impact of discounting future cash payments on the associated liabilities.

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

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

The carrying amounts of cash and cash equivalents, current portion of long-term debt and current portion of capital and financing leases approximate fair value due to their short-term maturities. Cash and cash equivalents are classified in Level 1; current portion of long-term debt, current portion of capital and financing leases, long-term debt – net of current portion and capital and financing leases – net of current portion are classified in Level 2.

Note 9. Customer Concentrations

During the quarters and six months ended June 30, 2015 and 2014, the Company conducted a significant portion of its business with a limited number of customers. For the quarters ended June 30, 2015 and 2014, the Company’s five most significant customers represented approximately 25.5% and 49.3% of total revenue, respectively. For the six months ended June 30, 2015 and 2014, the Company’s five most significant customers represented approximately 18.9% and 34.3% of total revenue, respectively. At June 30, 2015 and December 31, 2014, accounts receivable from the Company’s five most significant customers were approximately $2,634 and $6,326, respectively.

Note 10. Related Party Transactions

In December 2014, the Company entered into a sale agreement for a 3D printing machine with a powdered metal company with proprietary powders determined to be a related entity based on common control by the Chairman and CEO of the Company. Total consideration for the 3D printing machine (approximately $1,000) was determined to represent a fair market value selling price (based on comparable 3D printing machine sales to third parties) and was approved prior to execution by the Audit Committee of the Board of Directors of the Company. The Company recorded revenue of approximately $815 on this transaction during 2014 based on the delivery of products and/or services. During the quarter and six months ended June 30, 2015, the Company recorded approximately $115 of the remaining consideration covered under this transaction based on the delivery of additional products and/or services. At June 30, 2015, the Company continued to defer the remaining consideration covered under this transaction (approximately $70) as certain additional products and/or services remained undelivered by the Company. All of the proceeds associated with this transaction have been received by the Company at June 30, 2015.

In March 2015, the Company entered into a separate sale agreement for a 3D printing machine with the same related entity described above. Total consideration for the 3D printing machine (approximately $950)

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was determined to represent a fair market value selling price (based on comparable 3D printing machine sales to third parties) and was approved prior to execution by the Audit Committee of the Board of Directors of the Company. The Company recorded revenue of approximately $866 on this transaction during the quarter ended June 30, 2015, based on the delivery of products and/or services. At June 30, 2015, the Company continued to defer the remaining consideration covered under this transaction (approximately $84) as certain additional products and/or services remained undelivered by the Company. All of the proceeds associated with this transaction have been received by the Company at June 30, 2015.

In June 2015, the Company entered into a sale agreement for a 3D printing machine with a multi-national, diversified metals company determined to be a related entity on the basis that a member of the Board of Directors of the Company also receives his principal compensation from the entity. Total consideration for the 3D printing machine (approximately $146) was determined to represent a fair market value selling price (based on comparable 3D printing machine sales to third parties) and was approved prior to execution by the Audit Committee of the Board of Directors of the Company. The Company recorded revenue of approximately $141 on this transaction during the quarter ended June 30, 2015 based on the delivery of products and/or services. At June 30, 2015, the Company continued to defer the remaining consideration covered under this transaction (approximately $5) as certain additional products and/or services remained undelivered by the Company. At June 30, 2015, amounts due from this related party were not significant.

Additional sales of products and/or services to related entities, both individually and in the aggregate, during the quarters and six months ended June 30, 2015 and 2014 were not significant.

Amounts due from related entities (both individually and in the aggregate) at June 30, 2015 and December 31, 2014, were not significant.

In December 2014, the Company entered into a consulting arrangement with Hans J. Sack who was subsequently appointed to the Board of Directors of the Company on December 17, 2014. Total consideration under the consulting arrangement was approximately $75, of which approximately $50 was included in selling, general and administrative expenses in the condensed statement of consolidated operations and comprehensive loss for the quarter ended March 31, 2015, based on the services rendered (the remaining amount having been recorded by the Company during the quarter ended December 31, 2014). In connection with his appointment to the Board of Directors of the Company, the Audit Committee of the Board of Directors of the Company approved this arrangement under company policy for related party transactions. In March 2015, Hans J. Sack resigned from the Board of Directors to accept a position as President of the Company.

Separate from the consulting agreement described above, the Company has purchased certain raw materials and components, website design services and the corporate use of an airplane and leased office space from related entities under common control by the Chairman and CEO of the Company. The cost of these products and/or services were not significant to the Company during the quarters or six months ended June 30, 2015 and 2014. None of the transactions met a threshold requiring review and approval by the Board of Directors of the Company. The Company also receives the benefit of the corporate use of an airplane from a related party under common control by the Chairman and CEO of the Company for no consideration. The value of this benefit during the quarters and six months ended June 30, 2015 and 2014 was not significant to the Company.

Amounts due to related entities (both individually and in the aggregate) at June 30, 2015 and December 31, 2014, were not significant.

Note 11. Subsequent Events

The Company has evaluated all of its activities and concluded that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements.

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(dollars in thousands, except per-share amounts)

The following discussion and analysis should be read together with our unaudited condensed consolidated financial statements and related notes thereto set forth in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K for the year ended December 31, 2014.

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

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

In addition to items described under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, as modified and supplemented by “Risk Factors” in Part II, Item 1A of our Quarterly Report on Form 10-Q for the periods ended March 31, 2015 and June 30, 2015, the following factors, among others, could cause results to differ materially from forward-looking statements or historical performance: timing and length of sales of machines; risks related to global operations including effects of foreign currency and risks related to the situation in the Ukraine; our ability to qualify more industrial materials in which we can print; the availability of skilled personnel; the impact of increased operating expenses and expenses relating to proposed acquisitions, investments and alliances; our strategy, including the expansion and growth of our operations; the impact of loss of key management; our plans regarding increased international operations in additional international locations; sufficiency of funds for required capital expenditures, working capital, and debt service; the adequacy of sources of liquidity; expectations regarding demand for our industrial products, operating revenues, operating and maintenance expenses, insurance expenses and deductibles, interest expenses, debt levels, and other matters with regard to outlook; demand for aerospace, automotive, heavy equipment, energy/oil/gas and other industrial products; the scope, nature or impact of acquisitions, alliances and strategic investments and our ability to integrate acquisitions and strategic investments; liabilities under laws and regulations protecting the environment; the impact of governmental laws and regulations; operating hazards, war, terrorism and cancellation or unavailability of insurance coverage; the effect of litigation and contingencies; the impact of disruption of our manufacturing facilities or production service centers (“PSCs”); the adequacy of our protection of our intellectual property; material weaknesses in our internal control over financial reporting; and the impact of customer specific terms in machine purchase agreements on the period in which we recognize revenue.

Overview

Our Business

We are a global provider of 3D printing machines and 3D printed and other products, materials and services to industrial customers. Our business primarily consists of manufacturing and selling 3D printing machines and printing products to specification for our customers using our installed base of 3D printing machines. We offer pre-production collaboration and printed products for customers through our eight production PSCs, which are located in the United States, Germany, Italy and Japan. We build 3D printing machines at our facilities in the United States and Germany. We also supply the associated materials, including consumables and replacement parts, and other services, including training and technical support, necessary for purchasers of our machines to print products. We believe that our ability to print in a variety of industrial materials, as well as our industry-leading printing capacity (as measured by build box size and print head speed) uniquely position us to serve the needs of industrial customers.

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Recent Developments and Outlook

Our results of operations for the quarter ended June 30, 2015, were negatively affected by lower than expected sales of 3D printing machines as a result of longer than expected sales cycles for certain customers and as a result, our gross profit was negatively affected based on a lower contribution margin from the sale of these units. We also experienced higher than expected selling, general and administrative costs during the quarter ended June 30, 2015, principally due to an increase in the provision for bad debts related to certain customer balances estimated as uncollectible. In addition to the factors above, our results of operations for the six months ended June 30, 2015, were negatively impacted by overall increased costs of production and selling, general and administrative activities, principally in the form of expanded personnel costs and facilities costs, both of which were attributable to the transition and expansion of our German and United States operations and deployment of our new enterprise resource planning (“ERP”) system (both resulting in production and operational inefficiencies).

Note the following 2015 operational highlights:

With our facilities expansions substantially behind us, and our new machine platforms (Exerial, S-MAX+ and Innovent) gaining market attention, we plan to shift our focus over the remainder of 2015 to improving the operational effectiveness of our business with the primary goal being the continued global adoption of our binder jetting technologies. This includes further expanding our business focus from predominantly prototyping activities and short-run production to series production, principally through our continued introduction of the Exerial machine platform. We intend to place a firm emphasis on maximizing revenues from our 3D printing machines and continuing to grow our revenues from 3D printed and other products, materials and services. We also plan to continue to effectively manage our costs of production (focusing on our print material costs and machine manufacturing costs) and operating expenses such that we align our spending plans with the anticipated growth of our business. We expect that our existing capital resources will be sufficient to meet our 2015 operating plan. If we anticipate that our

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actual results will differ from our 2015 operating plan, we believe we have sufficient capabilities to enact cost saving measures to preserve capital. Further, we may seek to raise capital to support our growth through debt, equity or other alternatives or a combination thereof.

Results of Operations

Net Loss

Net loss for the quarter ended June 30, 2015, was $6,898, or $0.48 per basic and diluted share, compared with a net loss of $4,665 or $0.32 per basic and diluted share, for the quarter ended June 30, 2014. Net loss for the six months ended June 30, 2015, was $14,569, or $1.01 per basic and diluted share, compared with a net loss of $10,192, or $0.71 per basic and diluted share, for the six months ended June 30, 2014.

The increase in our net loss for both periods was principally due to a decrease in our revenues and gross profit principally attributed to an unfavorable mix of sales (between 3D printing machines and 3D printed and other products, materials and services). We also incurred increased production costs associated with the transition and expansion of our global facilities and increased operating expenses due to increased personnel costs and consulting and professional fees, mostly due to our global facilities transition and expansion and implementation of our ERP system. In addition, we incurred an increase in our provision for bad debts associated with certain customer balances estimated as uncollectible. These changes were offset by a reduction in research and development expense as a result of a reduction in costs associated with materials qualification and machine development activities, principally materials usage, offset by an increase in personnel costs based on an increased headcount.

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Revenue

The following table summarizes revenue by product line for each of the quarter and six month periods ended June 30:

The following table summarizes the significant components of the change in revenue by product line for the quarter ended June 30, 2014, compared to the quarter ended June 30, 2015:

Revenue for the quarter ended June 30, 2015, was $8,498 compared with revenue of $11,201 for the quarter ended June 30, 2014, a decrease of $2,703, or 24.1%. The decrease in revenue was principally due to a decrease in revenues associated with 3D printing machines as a result of an unfavorable mix of sales of machines. Offsetting this decrease was an increase in revenue as a result of higher volumes from both 3D printing machines (seven units sold versus six in the comparable period) and 3D printed and other products, materials and services driven by an overall continued increase in customer acceptance and demand for our additive manufacturing technologies, resulting in higher PSC volumes and an increase in the number of our 3D printing machines that are installed and active worldwide (resulting in higher aggregate consumable material and service revenues). Unfavorable changes in currency also impacted revenues from both product lines (principally appreciation of the U.S. dollar against the Euro and Japanese Yen).

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The following table summarizes the significant components of the change in revenue by product line for the six months ended June 30, 2014, compared to the six months ended June 30, 2015:

Revenue for the six months ended June 30, 2015, was $15,291 compared with revenue of $18,486 for the six months ended June 30, 2014, a decrease of $3,195, or 17.3%. The decrease in revenue was principally due to a decrease in revenues associated with 3D printing machines as a result of an unfavorable mix of sales of machines. Offsetting this decrease was an increase in revenue as a result of higher volumes from 3D printed and other products, materials and services driven by an overall continued increase in customer acceptance and demand for our additive manufacturing technologies, resulting in higher PSC volumes and an increase in the number of our 3D printing machines that are installed and active worldwide (resulting in higher aggregate consumable material and service revenues). Unfavorable changes in currency also impacted revenues from both product lines (principally appreciation of the U.S. dollar against the Euro and Japanese Yen).

The following table summarizes 3D printing machines sold by type for each of the quarter and six month periods ended June 30 (refer to the “Our Machines and Machine Platforms” section of Part I Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2014, for a description of 3D printing machines by type):

Cost of Sales and Gross Profit

Cost of sales for the quarter ended June 30, 2015, was $7,393 compared with cost of sales of $8,705 for the quarter ended June 30, 2014, a decrease of $1,312, or 15.1%. Cost of sales as a percentage of revenue was 87.0% for the quarter ended June 30, 2015, compared with 77.7% for the quarter ended June 30, 2014. The cost of sales decrease was principally the result of the overall decrease in revenues versus the corresponding period. In addition, we experienced a decrease in costs associated with our ExCast strategy which were incurred principally in 2014. Offsetting these decreases were increased costs associated with our global facilities transition and expansion in Germany and the United States and our ERP system deployment (both resulting in production inefficiencies) and the continued development of operations at our Italy PSC. Favorable changes in currency also impacted cost of sales (principally appreciation of the U.S. dollar against the Euro and Japanese Yen).

Gross profit for the quarter ended June 30, 2015, was $1,105 compared with gross profit of $2,496 for the quarter ended June 30, 2014, a decrease of $1,391, or 55.7%. Gross profit percentage was 13.0% for the quarter ended June 30, 2015, compared with 22.3% for the quarter ended June 30, 2014. This decrease was principally as a result of lower revenues from an unfavorable mix of 3D printing machine sales versus sales of 3D printed and other products, materials and services offset by the net reduction in cost of sales cited above.

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Cost of sales for the six months ended June 30, 2015, was $14,186 compared with cost of sales of $14,371 for the six months ended June 30, 2014, a decrease of $185, or 1.3%. Cost of sales as a percentage of revenue was 92.8% for the six months ended June 30, 2015, compared with 77.7% for the quarter ended June 30, 2014. The cost of sales decrease was principally the result of the overall decrease in revenues versus the corresponding period. In addition, we experienced a decrease in costs associated with our ExCast strategy which were incurred principally in 2014. Offsetting these decreases were increased costs associated with our global facilities transition and expansion in Germany and the United States and our ERP system deployment (both resulting in production inefficiencies) and the continued development of operations at our Italy PSC. Favorable changes in currency also impacted cost of sales (principally appreciation of the U.S. dollar against the Euro and Japanese Yen).

Gross profit for the six months ended June 30, 2015, was $1,105 compared with gross profit of $4,115 for the six months ended June 30, 2014, a decrease of $3,010, or 73.1%. Gross profit percentage was 7.2% for the six months ended June 30, 2015, compared with 22.3% for the six months ended June 30, 2014. This decrease was principally as a result of lower revenues from an unfavorable mix of 3D printing machine sales versus sales of 3D printed and other products, materials and services offset by the net reduction in cost of sales cited above.

Operating Expenses

The following table summarizes the significant components of operating expenses for each of the quarter and six month periods ended June 30:

Operating expenses for the quarter ended June 30, 2015, were $8,002 compared with operating expenses of $7,176 for the quarter ended June 30, 2014, an increase of $826, or 11.5%. Operating expenses as a percentage of revenue were 94.2% for the quarter ended June 30, 2015, compared with 64.1% for the quarter ended June 30, 2014.

Research and development expenses for the quarter ended June 30, 2015, were $1,659 compared with research and development expenses of $1,909 for the quarter ended June 30, 2014, a decrease of $250, or 13.1%. This decrease was primarily due to a reduction in costs associated with materials qualification and machine development activities, principally materials usage, offset by an increase in personnel costs based on an increased headcount.

Selling, general and administrative expenses for the quarter ended June 30, 2015, were $6,343 compared with selling, general and administrative expenses of $5,267 for the quarter ended June 30, 2014, an increase of $1,076, or 20.4%. This increase was principally due to personnel costs associated with an increased headcount (including salaries, related benefits and travel expenses) and other growth-related expenses (consulting and professional fees, including costs associated with the deployment of our new ERP system), as well as an increase in the provision for bad debts associated with certain customer balances estimated as uncollectible.

Operating expenses for the six months ended June 30, 2015, were $15,854 compared with operating expenses of $14,221 for the six months ended June 30, 2014, an increase of $1,633, or 11.5%. Operating expenses as a percentage of revenue were 103.7% for the six months ended June 30, 2015, compared with 76.9% for the six months ended June 30, 2014.

Research and development expenses for the six months ended June 30, 2015, were $3,393 compared with research and development expenses of $3,753 for the six months ended June 30, 2014, a decrease of $360, or 9.6%. This decrease was primarily due to a reduction in costs associated with materials qualification and machine development activities, principally materials usage, offset by an increase in personnel costs based on an increased headcount.

Selling, general and administrative expenses for the six months ended June 30, 2015, were $12,461 compared with selling, general and administrative expenses of $10,468 for the six months ended June 30, 2014, an increase of $1,993, or 19.0%. This increase was principally due to personnel costs associated with an increased headcount (including salaries, related benefits and travel expenses) and certain employee termination costs and other growth-related expenses (consulting and professional fees, including costs associated with the deployment of our new ERP system), as well as an increase in the provision for bad debts associated with certain customer balances estimated as uncollectible.

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Interest Expense

Interest expense for the quarter ended June 30, 2015, was $30 compared with interest expense of $45 for the quarter ended June 30, 2014, a decrease of $15, or 33.3%.

Interest expense for the six months ended June 30, 2015, was $58 compared with interest expense of $74 for the six months ended June 30, 2014, a decrease of $16, or 21.6%.

The decrease for both periods was principally due to a lower average outstanding debt balance for the quarter and six months ended June 30, 2015, as compared to the quarter and six months ended June 30, 2014.

Other Expense (Income) – Net

Other expense (income) – net for the quarter ended June 30, 2015, was $71 compared with other expense (income) – net of ($63) for the quarter ended June 30, 2014, a decrease of $134. This decrease was principally due to a decrease in interest income and other financing activity benefits, mostly due to a lower average cash and cash equivalents balance for the quarter ended June 30, 2015, as compared to the quarter ended June 30, 2014 and net foreign exchange losses on certain transactions during the quarter ended June 30, 2015 (U.S. dollar depreciation versus the Euro).

Other expense (income) – net for the six months ended June 30, 2015, was ($79) compared with other expense (income) – net of ($155) for the six months ended June 30, 2014, a decrease of $76. This decrease was principally due to a decrease in interest income and other financing activity benefits, mostly due to a lower average cash and cash equivalents balance for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014. This decrease was offset by net foreign exchange gains on certain transactions during the six months ended June 30, 2015 (U.S. dollar appreciation versus the Euro).

Provision for Income Taxes

The (benefit) provision for income taxes for the quarters ended June 30, 2015 and 2014, was ($100) and $3, respectively. The effective tax rate for the quarters ended June 30, 2015 and 2014, was 1.4% (benefit on a loss) and 0.1% (provision on a loss), respectively. For each of the quarters ended June 30, 2015 and 2014, the effective tax rate differs from the U.S. federal statutory rate of 34.0% primarily due to net changes in valuation allowances for the period.

The (benefit) provision for income taxes for the six months ended June 30, 2015 and 2014, was ($159) and $167, respectively. The effective tax rate for the six months ended June 30, 2015 and 2014, was 1.1% (benefit on a loss) and 1.7% (provision on a loss), respectively. For each of the six months ended June 30, 2015 and 2014, the effective tax rate differs from the U.S. federal statutory rate of 34.0% primarily due to net changes in valuation allowances for the period.

We have provided a valuation allowance for our net deferred tax assets as a result of our inability to generate consistent net operating profits in jurisdictions in which we operate. As such, any benefit from deferred taxes in either quarterly period has been fully offset by changes in the valuation allowance for net deferred tax assets. We continue to assess our future taxable income by jurisdiction based on (i) our recent historical operating results, (ii) the expected timing of reversal of temporary differences, (iii) various tax planning strategies that we may be able to enact in future periods, (iv) the impact of potential operating changes on our business and (v) our forecast results from operations in future periods based on available information at the end of each reporting period. To the extent that we are able to reach the conclusion that deferred tax assets are realizable based on any combination of the above factors, a reversal of existing valuation allowances may occur.

Impact of Inflation

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

Liquidity and Capital Resources

We have incurred net losses in each of our annual periods since our inception. In addition, we incurred net losses of approximately $6,898 and $14,569 for the quarter and six months ended June 30, 2015. Prior to our Reorganization, we operated as a limited liability company and were substantially supported by the continued financial support provided by our majority member. In connection with the completion of our initial public offering and secondary public offering in 2013, we received unrestricted net proceeds from the sale of our common stock of approximately $157,311. We believe that our existing capital resources will be sufficient to support our operations through July 1, 2016.

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We have additionally considered the impact of continued operating losses and cash flow deficiencies on the carrying value of goodwill and long-lived assets held for use by us. Based on the assessment completed by management, we did not record an impairment loss during the quarter or six months ended June 30, 2015. Assessing the recoverability of goodwill and long-lived assets held for use requires significant judgments and estimates by management. A deterioration in general economic conditions, negative developments in equity and credit markets, a significant decline in our market capitalization, adverse changes in the markets in which we operate, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows, among other indicators, could cause a future assessment to be performed which may result in an impairment of goodwill, long-lived assets held for use, or both, resulting in a material adverse effect on our financial position and results of operations.

We expect that our existing capital resources will be sufficient to meet our 2015 operating plan. If we anticipate that our actual results will differ from our 2015 operating plan, we believe we have sufficient capabilities to enact cost savings measures to preserve capital. Further, we may seek to raise capital to support our growth through debt, equity or other alternatives or a combination thereof.

The following table summarizes the significant components of cash flows for each of the six month periods ended June 30 and our cash and cash equivalents balance at June 30, 2015 and December 31, 2014:

Operating Activities

Cash used for operating activities for the six months ended June 30, 2015, was $8,106 compared with $18,383 for the six months ended June 30, 2014. The decrease of $10,277, or 55.9%, was mostly attributed to an increase in cash flows from net changes in assets and liabilities principally impacted by cash inflows (versus outflows) for accounts receivable from customers based on the timing of payment (mostly the timing of receipt of installment payments on 3D printing machines) and an increase in prepayments received from customers on 3D printing machine sale contracts. These increases were offset by cash outflows associated with an increase in our net loss and an increase in outflows associated with inventories based on the timing of our production schedules between periods.

Investing Activities

Cash used for investing activities for the six months ended June 30, 2015, was $2,831 compared with $23,731 for the six months ended June 30, 2014. The decrease of $20,900, or 88.1%, was primarily attributed to a decrease in capital expenditures, mostly due to (i) spending associated with the expansion of our facilities in Germany (spending complete at the end of 2014) and (ii) the acquisition of the land and building associated with our Japanese subsidiary (completed during the quarter ended June 30, 2014) and cash paid for acquisitions closed during the quarter ended March 31, 2014 (MAM and MWT).

Our remaining 2015 capital expenditures plan includes approximately $1,000 to $2,000 in spending associated with continued facilities expansions and our ERP system deployment.

Financing Activities

Cash used for financing activities for the six months ended June 30, 2015, was $259 compared with $354 for the six months ended June 30, 2014.

Uses of cash for the six months ended June 30, 2015, included principal payments on outstanding debt and capital and financing leases.

Uses of cash for the six months ended June 30, 2014, included principal payments on outstanding debt (including the payoff of debt assumed in connection with the acquisition of MAM) and capital and financing leases. These uses were offset by cash proceeds from the exercise of employee stock options.

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Off Balance Sheet Arrangements

We are not a party to any off balance sheet arrangements.

Recently Issued and Adopted Accounting Guidance

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

Critical Accounting Policies and Estimates

Refer to Note 1 of the consolidated financial statements in Part I, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014.

We are exposed to market risk from fluctuations in foreign currency exchange rates which may adversely affect our results of operations and financial condition. We seek to minimize these risks through regular operating and financing activities and, when we consider it to be appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading or speculative purposes.

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

Foreign currency assets and liabilities are translated into their U.S. dollar equivalents based on year end exchange rates, and are included in stockholders’ equity as a component of other comprehensive income (loss). Revenues and expenses are translated at average exchange rates. Transaction gains and losses that arise from exchange rate fluctuations are 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 accumulated other comprehensive loss in the consolidated balance sheet.

We transact business globally and are subject to risks associated with fluctuating foreign exchange rates. Approximately 36.9% and 61.7% of our consolidated revenue was derived from transactions outside the United States for the quarters ended June 30, 2015 and 2014, respectively. Approximately 46.0% and 59.0% of our consolidated revenue was derived from transactions outside the United States for the six months ended June 30, 2015 and 2014, respectively. This revenue is generated primarily from wholly-owned subsidiaries operating in their respective countries and surrounding geographic areas. This revenue is primarily denominated in each subsidiary’s local functional currency, including the Euro and Japanese Yen. A hypothetical change in foreign exchange rates of +/- 10.0% for the quarter and six months ended June 30, 2015, would result in an increase (decrease) in revenue of approximately $300 and $700, respectively. These subsidiaries incur most of their expenses (other than intercompany expenses) in their local functional currencies.

At June 30, 2015, we held approximately $24,780 in cash and cash equivalents, of which approximately $19,861 was held by our United States parent in U.S. dollars.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2015. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, management concluded as of June 30, 2015, that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in our internal control over financial reporting as discussed in the Company’s Annual Report on Form 10-K filed on March 26, 2015.

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As a result of material weaknesses described in our Annual Report on Form 10-K, we performed additional analysis and other post-closing procedures to ensure our condensed consolidated financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements and related notes thereto included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

During the quarter and six months ended June 30, 2015, with the oversight of senior management and our audit committee, we continued to take steps and additional measures to remediate the underlying causes of the identified material weaknesses including:

We can provide no assurance at this time that management will be able to report that our internal control over financial reporting is effective as of December 31, 2015. As an emerging growth company, we are exempt from the requirement to obtain an attestation report from our independent registered public accounting firm on the assessment of our internal controls pursuant to the Sarbanes-Oxley Act of 2002 until such time that we no longer qualify as an emerging growth company in accordance with the JOBS Act.

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PART II – OTHER INFORMATION

The disclosure in this item updates and supplements the risk factors set forth in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.

ExOne machine customer contractual requirements often have specific, individual needs that may in turn impact the period in which we recognize the revenue under accounting principles generally accepted in the United States of America relating to that machine purchase.

Once a customer makes the decision to purchase a machine from us, we may then be required to address specific, individual factors relating, among other things, to that customer’s purchase, its intended use of that machine or relating to the installation of that machine in the customer’s facilities. These specific, individual requirements are often required by the customer to be included in our commercial agreements relating to the purchase. As a result, our responsiveness to our customers’ specific requirements has the potential to impact the period in which we recognize the revenue relating to that machine purchase.

(a)(3) Exhibits

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

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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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.

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