Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-38835 | |
Entity Registrant Name | DESKTOP METAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2044042 | |
Entity Address, Address Line One | 63 3rd Avenue | |
Entity Address, City or Town | Burlington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01803 | |
City Area Code | 978 | |
Local Phone Number | 224-1244 | |
Title of 12(b) Security | Common Stock, $0.0001 Par Value per Share | |
Trading Symbol | DM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 311,014,335 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001754820 | |
Amendment Flag | false | |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 131,676 | $ 483,525 |
Short-term investments | 292,272 | 111,867 |
Accounts receivable | 22,878 | 6,516 |
Inventory | 32,730 | 9,708 |
Prepaid expenses and other current assets | 7,250 | 976 |
Total current assets | 486,806 | 612,592 |
Restricted cash | 676 | 612 |
Property and equipment, net | 23,782 | 12,160 |
Capitalized software, net | 179 | 312 |
Goodwill | 262,343 | 2,252 |
Intangible assets, net | 180,129 | 9,102 |
Other noncurrent assets | 17,679 | 4,879 |
Total Assets | 971,594 | 641,909 |
Current liabilities: | ||
Accounts payable | 16,985 | 7,591 |
Customer deposits | 2,876 | 1,480 |
Current portion of lease liability | 2,677 | 868 |
Accrued expenses and other current liabilities | 20,686 | 7,565 |
Deferred revenue | 5,530 | 3,004 |
Current portion of long-term debt, net of deferred financing costs | 1,030 | 9,991 |
Total current liabilities | 49,784 | 30,499 |
Long-term debt, net of current portion | 680 | |
Warrant liability | 93,328 | |
Contingent consideration, net of current portion | 4,528 | |
Lease liability, net of current portion | 7,802 | 2,157 |
Deferred tax liability | 7,881 | |
Other noncurrent liabilities | 1,417 | |
Total liabilities | 72,092 | 125,984 |
Commitments and Contingences (Note 16) | ||
Stockholders' Equity | ||
Preferred Stock, $0.0001 par value-authorized, 50,000,000 shares; no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | ||
Common Stock, $0.0001 par value-500,000,000 shares authorized; 261,914,672 and 226,756,733 shares issued at September 30, 2021 and December 31, 2020, respectively, 261,567,100 and 224,626,597 shares outstanding at September 30, 2021 and December 31, 2020, respectively | 26 | 23 |
Additional paid-in capital | 1,398,039 | 844,188 |
Accumulated deficit | (497,444) | (328,277) |
Accumulated other comprehensive income (loss) | (1,119) | (9) |
Total Stockholders' Equity | 899,502 | 515,925 |
Total Liabilities and Stockholders' Equity | $ 971,594 | $ 641,909 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares, issued | 0 | 0 |
Preferred Stock, shares, outstanding | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 261,914,672 | 226,756,733 |
Common stock, shares, outstanding | 261,567,100 | 224,626,597 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Total revenues | $ 25,438 | $ 2,527 | $ 55,728 | $ 8,101 |
Cost of sales | ||||
Total cost of sales | 21,483 | 4,828 | 49,988 | 21,510 |
Gross profit/(loss) | 3,955 | (2,301) | 5,740 | (13,409) |
Operating expenses | ||||
Research and development | 19,311 | 9,195 | 45,820 | 31,362 |
Sales and marketing | 13,224 | 2,542 | 29,567 | 9,994 |
General and administrative | 19,833 | 5,415 | 46,821 | 11,004 |
In-process research and development assets acquired | 15,181 | 25,581 | ||
Total operating expenses | 67,549 | 17,152 | 147,789 | 52,360 |
Loss from operations | (63,594) | (19,453) | (142,049) | (65,769) |
Change in fair value of warrant liability | (56,576) | |||
Interest expense | (12) | (98) | (137) | (253) |
Interest and other (expense) income, net | (3,796) | 94 | (3,166) | 995 |
Loss before income taxes | (67,402) | (19,457) | (201,928) | (65,027) |
Income tax benefit | 523 | 0 | 32,761 | 0 |
Net loss | $ (66,879) | $ (19,457) | $ (169,167) | $ (65,027) |
Net loss per share-Basic | $ (0.26) | $ (0.12) | $ (0.67) | $ (0.41) |
Net loss per share-Diluted | $ (0.26) | $ (0.12) | $ (0.67) | $ (0.41) |
Weighted average shares outstanding basic | 260,555,655 | 159,968,300 | 251,467,644 | 158,120,826 |
Weighted average shares outstanding diluted | 260,555,655 | 159,968,300 | 251,467,644 | 158,120,826 |
Products | ||||
Revenues | ||||
Total revenues | $ 23,949 | $ 1,888 | $ 51,820 | $ 6,113 |
Cost of sales | ||||
Total cost of sales | 20,450 | 3,732 | 46,427 | 18,145 |
Services | ||||
Revenues | ||||
Total revenues | 1,489 | 639 | 3,908 | 1,988 |
Cost of sales | ||||
Total cost of sales | $ 1,033 | $ 1,096 | $ 3,561 | $ 3,365 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (66,879) | $ (19,457) | $ (169,167) | $ (65,027) |
Other comprehensive (loss) income, net of taxes: | ||||
Unrealized gain (loss) on available-for-sale marketable securities, net | (7) | (43) | (11) | (70) |
Foreign currency translation adjustment | (1,216) | (1,099) | ||
Total comprehensive loss, net of taxes of $0 | $ (68,102) | $ (19,500) | $ (170,277) | $ (65,097) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Comprehensive loss, net of taxes | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Cumulative Effect, Period of Adoption, AdjustmentLegacy Convertible Preferred Stock | Cumulative Effect, Period of Adoption, AdjustmentCommon Stock | Cumulative Effect, Period of Adoption, AdjustmentAdditional Paid-In Capital | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted BalanceCommon Stock | Cumulative Effect, Period of Adoption, Adjusted BalanceAdditional Paid-In Capital | Cumulative Effect, Period of Adoption, Adjusted BalanceAccumulated Deficit | Cumulative Effect, Period of Adoption, Adjusted BalanceAccumulated Other Comprehensive (Loss) Income | Cumulative Effect, Period of Adoption, Adjusted Balance | Legacy Convertible Preferred Stock | Common StockIn-process research and development | Common Stock | Additional Paid-In CapitalIn-process research and development | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | In-process research and development | Total |
BALANCE at Dec. 31, 2019 | $ (436,533) | $ 436,533 | ||||||||||||||||
BALANCE (in shares) at Dec. 31, 2019 | (100,038,109) | 100,038,109 | ||||||||||||||||
BALANCE at Dec. 31, 2019 | $ 13 | $ 436,520 | $ 436,533 | $ 16 | $ 453,242 | $ (294,262) | $ 75 | $ 159,071 | $ 3 | $ 16,722 | $ (294,262) | $ 75 | $ (277,462) | |||||
BALANCE (in shares) at Dec. 31, 2019 | 128,100,821 | 154,913,934 | 26,813,113 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Exercise of Common Stock options | 267 | 267 | ||||||||||||||||
Exercise of Common Stock options (in shares) | 499,256 | |||||||||||||||||
Vesting of restricted Common Stock | 6 | 6 | ||||||||||||||||
Vesting of restricted stock units (in shares) | 5,252,279 | |||||||||||||||||
Stock-based compensation expense | 4,228 | 4,228 | ||||||||||||||||
Common Stock warrants issued | 211 | 211 | ||||||||||||||||
Net loss | (65,027) | (65,027) | ||||||||||||||||
Other comprehensive income (loss) | (70) | (70) | ||||||||||||||||
BALANCE at Sep. 30, 2020 | $ 16 | 457,954 | (359,289) | 5 | 98,686 | |||||||||||||
BALANCE (in shares) at Sep. 30, 2020 | 160,665,469 | |||||||||||||||||
BALANCE at Jun. 30, 2020 | $ (436,533) | $ 436,533 | ||||||||||||||||
BALANCE (in shares) at Jun. 30, 2020 | (100,038,109) | 100,038,109 | ||||||||||||||||
BALANCE at Jun. 30, 2020 | $ 13 | $ 434,672 | $ 434,685 | $ 16 | $ 455,926 | $ (339,832) | $ 48 | $ 116,158 | $ 3 | 21,254 | (339,832) | 48 | (318,527) | |||||
BALANCE (in shares) at Jun. 30, 2020 | 128,792,027 | 158,729,658 | 29,937,631 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Exercise of Common Stock options | 131 | 131 | ||||||||||||||||
Exercise of Common Stock options (in shares) | 184,447 | |||||||||||||||||
Vesting of restricted Common Stock | 2 | 2 | ||||||||||||||||
Vesting of restricted Common Stock (in shares) | 1,751,364 | |||||||||||||||||
Stock-based compensation expense | 1,895 | 1,895 | ||||||||||||||||
Net loss | (19,457) | (19,457) | ||||||||||||||||
Other comprehensive income (loss) | (43) | (43) | ||||||||||||||||
BALANCE at Sep. 30, 2020 | $ 16 | 457,954 | (359,289) | 5 | 98,686 | |||||||||||||
BALANCE (in shares) at Sep. 30, 2020 | 160,665,469 | |||||||||||||||||
BALANCE at Dec. 31, 2020 | $ 23 | 844,188 | (328,277) | (9) | 515,925 | |||||||||||||
BALANCE (in shares) at Dec. 31, 2020 | 224,626,597 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Exercise of Common Stock options | 5,241 | 5,241 | ||||||||||||||||
Exercise of Common Stock options (in shares) | 4,462,218 | |||||||||||||||||
Vesting of restricted Common Stock (in shares) | 407,629 | |||||||||||||||||
Vesting of restricted stock units (in shares) | 303,656 | |||||||||||||||||
Net share settlement related to employee tax withholdings upon vesting of restricted stock units | (454) | (454) | ||||||||||||||||
Net share settlement related to employee tax withholdings upon vesting of restricted stock units (in shares) | (49,471) | |||||||||||||||||
Issuance of Common Stock for acquisitions | $ 1 | 208,988 | 208,989 | |||||||||||||||
Issuance of Common Stock for acquisitions (in shares) | 9,049,338 | |||||||||||||||||
Issuance of common stock for acquired in-process research and development | $ 4,300 | $ 4,300 | ||||||||||||||||
Issuance of common stock for acquired in-process research and development (in shares) | 334,370 | |||||||||||||||||
Repurchase of Common Stock | (958) | (958) | ||||||||||||||||
Repurchase of Common Stock (in shares) | (109,150) | |||||||||||||||||
Stock-based compensation expense | 16,167 | 16,167 | ||||||||||||||||
Vesting of Trine Founder shares (in shares) | 1,850,938 | |||||||||||||||||
Exercise of warrants | $ 2 | 320,567 | 320,569 | |||||||||||||||
Exercise of warrants (in shares) | 20,690,975 | |||||||||||||||||
Net loss | (169,167) | (169,167) | ||||||||||||||||
Other comprehensive income (loss) | (1,110) | (1,110) | ||||||||||||||||
BALANCE at Sep. 30, 2021 | $ 26 | 1,398,039 | (497,444) | (1,119) | 899,502 | |||||||||||||
BALANCE (in shares) at Sep. 30, 2021 | 261,567,100 | |||||||||||||||||
BALANCE at Jun. 30, 2021 | $ 26 | 1,387,779 | (430,565) | 104 | 957,344 | |||||||||||||
BALANCE (in shares) at Jun. 30, 2021 | 259,545,731 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Exercise of Common Stock options | 1,576 | 1,576 | ||||||||||||||||
Exercise of Common Stock options (in shares) | 1,615,484 | |||||||||||||||||
Vesting of restricted Common Stock (in shares) | 295,599 | |||||||||||||||||
Vesting of restricted stock units (in shares) | 259,735 | |||||||||||||||||
Net share settlement related to employee tax withholdings upon vesting of restricted stock units | (309) | (309) | ||||||||||||||||
Net share settlement related to employee tax withholdings upon vesting of restricted stock units (in shares) | (40,299) | |||||||||||||||||
Repurchase of Common Stock | (958) | (958) | ||||||||||||||||
Repurchase of Common Stock (in shares) | (109,150) | |||||||||||||||||
Stock-based compensation expense | 9,951 | 9,951 | ||||||||||||||||
Net loss | (66,879) | (66,879) | ||||||||||||||||
Other comprehensive income (loss) | (1,223) | (1,223) | ||||||||||||||||
BALANCE at Sep. 30, 2021 | $ 26 | $ 1,398,039 | $ (497,444) | $ (1,119) | $ 899,502 | |||||||||||||
BALANCE (in shares) at Sep. 30, 2021 | 261,567,100 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (169,167) | $ (65,027) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 15,576 | 6,525 | ||
Stock-based compensation | 16,167 | 4,228 | ||
Change in fair value of warrant liability | 56,576 | |||
Change in fair value of subscription agreement liability | 2,920 | |||
Expense related to Common Stock warrants issued | 43 | |||
Amortization (accretion) of discount on investments | 2,189 | 34 | ||
Amortization of debt financing cost | 9 | 14 | ||
Provision for bad debt | 316 | 333 | $ (377) | |
Acquired in-process research and development | $ 15,181 | 25,581 | ||
(Gain) loss on disposal of property and equipment | 19 | 10 | ||
Net increase in accrued interest related to marketable securities | (414) | 162 | ||
Net unrealized loss on equity investment | 1,900 | 1,880 | ||
Net unrealized gain on other investments | (639) | |||
Deferred tax benefit | (32,761) | |||
Change in fair value of contingent consideration | (200) | (166) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (8,476) | 2,881 | ||
Inventory | (11,067) | (1,958) | ||
Prepaid expenses and other current assets | (3,096) | 1,082 | ||
Other assets | (118) | |||
Accounts payable | 4,243 | (5,800) | ||
Accrued expenses and other current liabilities | (9,294) | 430 | ||
Customer deposits | (1,298) | (547) | ||
Deferred revenue | 1,295 | (1,094) | ||
Change in right of use assets and lease liabilities, net | (340) | (243) | ||
Other liabilities | 6 | |||
Net cash used in operating activities | (110,059) | (58,927) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (4,145) | (1,039) | ||
Purchase of other investments | (3,620) | |||
Purchase of equity investment | (20,000) | |||
Purchase of marketable securities | (330,873) | (62,810) | ||
Proceeds from sales and maturities of marketable securities | 163,882 | 94,116 | ||
Cash paid to acquire in-process research and development | (21,220) | |||
Cash paid for acquisitions, net of cash acquired | (191,146) | |||
Net cash (used in) provided by investing activities | (407,122) | 30,267 | ||
Cash flows from financing activities: | ||||
Proceeds from the exercise of stock options | 5,241 | 255 | ||
Proceeds from the exercise of stock warrants | 170,665 | |||
Payment of taxes related to net share settlement upon vesting of restricted stock units | (454) | |||
Proceeds from PPP loan | 5,379 | |||
Repayment of PPP loan | (5,379) | |||
Repayment of term loan | (10,000) | |||
Deferred financing costs paid | (400) | |||
Net cash provided by (used in) financing activities | 165,452 | (145) | ||
Net (decrease) increase in cash, cash equivalents, and restricted cash | (351,729) | (28,805) | ||
Effect of exchange rate changes | (56) | |||
Cash and cash equivalents at beginning of period | 483,525 | 66,161 | 66,161 | |
Restricted cash at beginning of period | 612 | 612 | 612 | |
Cash and cash equivalents at end of period | 131,676 | 131,676 | 37,356 | 483,525 |
Restricted cash at end of period | 676 | 676 | 612 | $ 612 |
Total cash, cash equivalents and restricted cash, end of period | $ 132,352 | 132,352 | 37,968 | |
Supplemental cash flow information: | ||||
Interest paid | 137 | 253 | ||
Taxes paid | 150 | |||
Non-cash investing and financing activities: | ||||
Net unrealized loss on investments | 11 | |||
Exercise of private placement warrants | 149,904 | |||
Common Stock issued for acquisitions | 208,989 | |||
Cash held back in acquisitions | 50 | |||
Additions to right of use assets and lease liabilities | 891 | |||
Purchase of property and equipment included in accounts payable | 77 | |||
Purchase of property and equipment included in accrued expense | 33 | $ 79 | ||
Contingent consideration in connection with acquisitions | 6,083 | |||
Taxes related to net share settlement upon vesting of restricted stock awards in accrued expense | 958 | |||
Forgiveness of PPP Loan | 3,376 | |||
In-process research and development | ||||
Non-cash investing and financing activities: | ||||
Common Stock issued for acquisition of in-process research and development | $ 4,300 |
ORGANIZATION, NATURE OF BUSINES
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2021 | |
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES | |
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES | 1. ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES Organization and Nature of Business Desktop Metal, Inc. is a Delaware corporation headquartered in Burlington, Massachusetts. The company was founded in 2015 with the mission of accelerating the transformation of manufacturing with an expansive portfolio of 3D printing solutions focused on the production of end-use parts. The Company designs, produces and distributes additive manufacturing solutions comprising hardware, software, materials, parts, and services to businesses across a variety of end markets. On December 9, 2020 (the “Closing Date”), Trine Acquisition Corp. (“Trine”) consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated August 26, 2020, by and among Trine, Desktop Metal, Inc. and Sparrow Merger Sub, Inc., pursuant to which Sparrow Merger Sub, Inc. merged with and into Desktop Metal, Inc., with Desktop Metal, Inc. becoming our wholly owned subsidiary (the “Business Combination”). Upon the closing of the Business Combination, Trine changed its name to Desktop Metal, Inc. and Desktop Metal, Inc. changed its name to Desktop Metal Operating, Inc. Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company” and “Desktop Metal” refer to the consolidated operations of Desktop Metal, Inc. and its subsidiaries. References to “Trine” refer to the company prior to the consummation of the Business Combination and references to “Legacy Desktop Metal” refer to Desktop Metal Operating, Inc. prior to the consummation of the Business Combination. Legacy Desktop Metal was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805. This determination was primarily based on Legacy Desktop Metal’s stockholders prior to the Business Combination having a majority of the voting power in the combined company, Legacy Desktop Metal having the ability to appoint a majority of the Board of Directors of the combined company, Legacy Desktop Metal’s existing management comprising the senior management of the combined company, Legacy Desktop Metal comprising the ongoing operations of the combined company, Legacy Desktop Metal being the larger entity based on historical revenues and business operations, and the combined company assuming Legacy Desktop Metal’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Desktop Metal issuing stock for the net assets of Trine, accompanied by a recapitalization. The net assets of Trine are stated at historical cost, with no goodwill or other intangible assets recorded. While Trine was the legal acquirer in the Business Combination, because Legacy Desktop Metal was deemed the accounting acquirer, the historical financial statements of Legacy Desktop Metal became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Desktop Metal prior to the Business Combination; (ii) the combined results of Trine and Legacy Desktop Metal following the close of the Business Combination; (iii) the assets and liabilities of Legacy Desktop Metal at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Desktop Metal’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Desktop Metal convertible preferred stock and Legacy Desktop Metal common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 1.22122 established in the Business Combination. Legacy Desktop Metal’s convertible preferred stock previously classified as mezzanine was retroactively adjusted, converted into Common Stock, and reclassified to permanent as a result of the reverse recapitalization. ExOne Business Combination On November 12, 2021, the Company acquired The ExOne Company and its affiliates (“ExOne”) pursuant to an Agreement and Plan of Merger dated August 12, 2021. The acquisition of ExOne extends the Company’s product platforms with complementary solutions to create a comprehensive portfolio combining throughput, flexibility, and materials breadth while allowing customers to optimize production based on their specific application needs. The Company acquired all of ExOne’s outstanding common stock for an aggregate purchase price of acquisition will be accounted for as a business combination using the acquisition method of accounting. The Company is currently finalizing the allocation of the purchase price and expects the purchase price to be allocated primarily to goodwill and intangible assets. Risks and Uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional funding, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. The Company has financed its operations to date primarily with proceeds from the sale of preferred stock and the Business Combination. The Company’s long-term success is dependent upon its ability to successfully market its products and services; generate revenue; maintain or reduce its operating costs and expenses; meet its obligations; obtain additional capital when needed; and, ultimately, achieve profitable operations. Management believes that existing cash and investments as of September 30, 2021 will be sufficient to fund operating and capital expenditure requirements through at least twelve months from the date of issuance of these consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the U.S Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of a disease caused by a novel strain of the coronavirus (“COVID-19”) to be a pandemic. As of September 30, 2021, the impact of the COVID-19 pandemic continues to unfold and there has been uncertainty and disruption in the global economy and financial markets. The Company has considered the COVID-19 pandemic related impacts on its estimates, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods. The COVID-19 pandemic, as well as the response to mitigate the spread and effects of COVID-19, has impacted the Company and its customers, as well as the demand for its products and services. The impact of COVID-19 on the Company’s operational results in subsequent periods will largely depend on future developments, and cannot be accurately predicted. These developments may include, but are not limited to, new information concerning the severity of COVID-19, the degree of success of actions taken to contain or treat COVID-19 and the reactions by consumers, companies, governmental entities, and capital markets to such actions. Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the financial statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020. See the below discussion of changes to the Company’s policies for foreign currency translation, products revenue and services revenue, warranty reserve, intangible assets, asset acquisitions, and contingent consideration, due to 2021 business combinations and asset acquisitions. There have been no other changes to the Company’s significant accounting policies during the first nine months of fiscal year 2021. Foreign Currency Translation The Company translates assets and liabilities of its foreign subsidiaries from their respective functional currencies to U.S. Dollars at the appropriate spot rates as of the balance sheet date. The functional currency of all wholly owned subsidiaries is U.S. Dollars, except for EnvisionTEC GmbH and Aerosint, for which it is Euros. The functional currency of the Company's operations outside the United States is generally the local currency of the country where the operations are located or U.S. Dollars. The results of operations are translated into U.S. Dollars at a monthly average rate, calculated using daily exchange rates. Differences arising from the translation of opening balance sheets of these entities to the rate at the end of the fiscal period are recognized in accumulated other comprehensive (loss) income. The differences arising from the translation of foreign results at the average rate are also recognized in accumulated other comprehensive (loss) income. Such translation differences are recognized as income or expense in the period in which the Company disposes of the operations. Transactions in foreign currencies are recorded at the rate of exchange at the transaction date. Assets and liabilities resulting from these transactions are translated at the rate of exchange in effect at the balance sheet date. All such differences are recorded in Interest and other income, net in the condensed consolidated statements of operations. Products Revenue and Services Revenue Products revenue include sales of the Company’s additive manufacturing systems, along with the sale of related accessories and consumables, as well as parts produced by the Company’s direct manufacturing solutions. Consumables are primarily comprised of materials, which are used by the 3D printers during the printing process to produce parts, as well as replacement parts for items consumed during system operations. Certain on-device software is embedded with the hardware and sold with the product bundle and is included within product revenue. Revenue from products is recognized upon transfer of control, which is generally at the point of shipment. Services revenue consists of installation, training, and post-installation hardware and software support, various software solutions the Company offers to facilitate the operation of the Company’s products, and research and development services. The Company offers multiple software products, which are licensed through either a cloud-based solution and/or local software, depending on the product. For the cloud-based solution, which the customer does not have the right to take possession of, the Company provides an annual subscription for customer access which is renewable at expiration. The revenue from the cloud-based solution is recognized ratably over the annual term as the Company considers the services provided under the cloud-based solution to be a series of distinct performance obligations, as the Company provides continuous daily access to the cloud solution. For local software subscriptions, the Company recognizes revenue once the customer has been given access to the software. Revenue under research and development service contracts is generally recognized over time where progress is measured in a manner that reflects the transfer of control of the promised goods or services to the customer. Depending on the facts and circumstances surrounding each research and development service contract, revenue is recognized over time using either an input measure (based on the entity’s direct costs incurred in an effort to satisfy the performance obligations) or an output measure (specifically units or parts delivered, based upon certain customer acceptance and delivery requirements). For certain products, the Company offers customers an optional extended warranty beyond the initial warranty period. The optional extended warranty is accounted for as a service-type warranty. Extended warranty revenue is deferred and recognized on a straight-line basis over the service-type warranty period of the contract and the associated costs are recognized as incurred. Revenue Recognition Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. The amount of consideration is typically a fixed price at the contract inception. Consideration from shipping and handling is recorded on a gross basis within product revenue. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, the Company satisfies a performance obligation Nature of Products and Services The Company sells its products primarily through authorized resellers, independent sales agents, and its own sales force. Revenue from hardware, consumables, and produced parts is recognized upon transfer of control, which is generally at the point of shipment. The Company’s post-installation support is primarily sold through one-year annual contracts and such revenue is recognized ratably over the term of the agreement. Service revenue from installation and training is recognized as performed. The Company’s terms of sale generally provide payment terms that are customary in the countries where the Company transacts business. To reduce credit risk in connection with certain sales, the Company may, depending upon the circumstances, require significant deposits or payment in full prior to shipment. Due to the short-term nature of the Company’s contracts, substantially all of the outstanding performance obligations are recognized within one year. Shipping and handling activities that occur after control over a product has transferred to a customer are accounted for as fulfillment activities rather than performance obligations, as allowed under a practical expedient provided by ASC 606. The shipping and handling fees charged to customers are recognized as revenue and the related costs are included in cost of revenue at the point in time when ownership of the product is transferred to the customer. Sales taxes and value added taxes collected concurrently with revenue generating activities are excluded from revenue. Significant Judgements The Company enters into contracts with customers that can include various combinations of hardware products, software licenses, and services, which are distinct and accounted for as separate performance obligations. Products or services that are promised to a customer can be considered distinct if both of the following criteria are met: (i) the customer can benefit from the products or services either on its own or together with other readily available resources and (ii) the Company’s promise to transfer the products, software, or services to the customer is separately identifiable from other promises in the contract. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgement. Judgement is required to determine the standalone selling price (“SSP”). The transaction price is allocated to each distinct performance obligation on a relative standalone selling price basis and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on historical transaction data of the observable prices of hardware products and consumables sold separately in comparable circumstances to similar customers, observable renewal rates for software and post-installation support, and the Company’s best estimate of the selling price at which the Company would have sold the product regularly on a stand-alone basis for training and installation. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. Grants The Company recognizes grants or subsidies from governments and other organizations when there is reasonable assurance that the Company will comply with any conditions attached to the grant arrangement and the grant will be received. The Company evaluates the conditions of the grant as of each reporting period to ensure that the Company has reached reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant will be received as a result of meeting the necessary conditions. Grants are recognized in the consolidated statements of operations on a systematic basis over the periods in which the Company recognized the related costs for which the grant is intended to compensate. Specifically, when government grants are related to reimbursements for cost operating expenses, the grants are recognized as a reduction of the related expense in the consolidated statements of operations. The Company records grant receivables in the consolidated balance sheets in prepaid expenses and other current assets or other non-current assets, depending on when the amounts are expected to be received from the government agency. Proceeds received from grants prior to expenditures being incurred are recorded as restricted cash as well as other current liabilities or other long-term liabilities, depending on when the Company expects to use the proceeds. The Company classifies in the consolidated statements of cash flows grant proceeds received in advance of spending for qualified expenditures as a cash flow from financing activities, as the proceeds are used to assist in funding future expenditures. Grant proceeds received as reimbursements for operating expenditures previously incurred are classified in cash flows from operating activities. Warranty Reserve Substantially all of the Company’s hardware and software products are covered by a standard assurance warranty of one year within the United States and 13 months internationally, and estimated warranty obligations are recorded as an expense at the time of revenue recognition. In the event of a failure of hardware product or software covered by this warranty, the Company will repair or replace the software or hardware product. For certain products, the Company offers customers an optional extended warranty after the initial warranty period. The optional extended warranty is accounted for as a service-type warranty; therefore, costs are recognized as incurred and revenue is recognized over the service-type warranty period. The Company’s warranty reserve reflects estimated material and labor costs for potential or actual product issues in its installed base for which the Company expects to incur an obligation. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. If the data used to calculate the adequacy of the warranty reserve is not indicative of future requirements, additional or reduced warranty reserves may be required. Substantially all of the Company’s produced parts are covered by standard warranties of one Property and Equipment Property and equipment is stated at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is included in the determination of net income or loss. Depreciation is expensed using the straight-line method over the estimated useful lives of the assets as follows: Asset Classification Useful Life Equipment 2-20 years Buildings 15 years Automobiles 2-7 years Furniture and fixtures 3-10 years Computer equipment 3 years Tooling 3 years Software 2-3 years Leasehold improvements Shorter of asset’s useful life or remaining life of the lease Intangible Assets Intangible assets consist of identifiable intangible assets, including developed technology, trade names, and customer relationships, resulting from the Company’s acquisitions. The Company evaluates definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If indicators of impairment are present, the Company then compares the estimated undiscounted cash flows that the specific asset is expected to generate to its carrying value. If such assets are impaired, the impairment recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. To date, there have been no impairments of intangible assets. Intangible assets are amortized over their useful life. Asset Acquisitions Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets that are acquired in an asset acquisition for use in research and development activities which have an alternative future use are capitalized as in-process research and development (“IPR&D”). Acquired IPR&D which has no alternative future use is recorded as research and development expense at acquisition. Contingent Consideration Contingent consideration represents potential future payments that the Company may be required to pay in the event negotiated milestones are met in connection with a business acquisition. Contingent consideration is recorded as a liability at the date of acquisition at fair value. The fair value of contingent consideration related to revenue metrics is estimated using a Monte Carlo simulation in a risk-neutral framework. Under this approach, the value of contingent consideration related to revenue metrics is calculated as the average present value of contingent consideration payments over all simulated paths. The fair value of contingent consideration related to technical developments is estimated using a scenario-based approach, which is a special case of the income approach that uses several possible future scenarios. Under this approach, the value of the technical milestone payment is calculated as the probability-weighted payment across all scenarios. Significant increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of the revenue or technical milestones could result in a significantly higher or lower fair value of the contingent consideration liability. The fair value of the contingent consideration at each reporting date is updated by reflecting the changes in fair value reflected within research and development expenses in the Company’s condensed consolidated statements of operations. Recently Issued Accounting Standards Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes, Income Taxes Recent Accounting Guidance Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Exchange Act of 1934, as amended, these changes become effective for the Company on January 1, 2022. The Company is currently evaluating the potential impact of these changes on the condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
ACQUISITIONS | |
ACQUISITIONS | 3. ACQUISITIONS 2021 Acquisitions Acquisition of EnvisionTEC On February 16, 2021, the Company acquired EnvisionTEC, Inc. and its subsidiaries (“EnvisionTEC”) pursuant to a Purchase Agreement and Plan of Merger dated January 15, 2021. This acquisition adds a comprehensive portfolio in additive manufacturing across metals, polymers and composites and grow distribution channels both in quantity and through the addition of a vertically-focused channel. The Company paid consideration of $143.8 million in cash and issued 5,036,142 shares of the Company’s Common Stock with a fair value of $159.8 million as of the close of business on the transaction date. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to EnvisionTEC’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 143,788 Equity consideration 159,847 Total consideration transferred $ 303,635 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At February 16, 2021 Assets acquired: Cash and cash equivalents $ 859 Restricted cash 5,004 Accounts receivable 2,982 Inventory 8,852 Prepaid expenses and other current assets 1,081 Restricted cash - noncurrent 285 Property and equipment 1,440 Intangible assets 137,300 Other noncurrent assets 1,801 Total assets acquired $ 159,604 Liabilities assumed: Accounts payable $ 1,443 Customer deposits 2,461 Current portion of lease liability 605 Accrued expenses and other current liabilities 13,711 Liability for income taxes 480 Deferred revenue 300 Current portion of long-term debt 898 Long-term debt 285 Deferred tax liability 32,966 Lease liability, net of current portion 1,189 Total liabilities assumed $ 54,338 Net assets acquired $ 105,266 Goodwill $ 198,369 Total net assets acquired $ 303,635 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Acquired technology $ 77,800 7 – 12 years Trade name 8,600 13 years Customer relationships 50,900 10 years Total intangible assets $ 137,300 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. $36.6 million of the goodwill recognized is deductible for income tax purposes. The Company incurred $4.8 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the condensed consolidated statements of operations. EnvisionTEC’s results are included in the Company’s consolidated results for the period from February 16, 2021 to September 30, 2021. For this period, EnvisionTEC’s net revenues were approximately $24.2 million and net loss was approximately $8.2 million. Acquisition of Adaptive 3D On May 7, 2021, the Company acquired Adaptive 3D Holdings, Inc. and its affiliates (“Adaptive 3D”) pursuant to a Purchase Agreement and Plan of Merger dated as of May 7, 2021. This acquisition expands the Company’s materials library to include photopolymer elastomers. The total purchase price is $61.8 million, consisting of $24.1 million paid in cash and 3,133,276 shares of the Company’s Common Stock with a fair value of $37.7 million as of the close of business on the transaction date. The acquisition is accounted for as a business combination using the acquisition method of accounting. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to Adaptive 3D’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 24,083 Equity consideration 37,693 Total consideration transferred $ 61,776 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At May 7, 2021 Assets acquired: Cash and cash equivalents $ 2,852 Restricted cash 4,046 Accounts receivable 504 Inventory 305 Prepaid expenses and other current assets 462 Property and equipment 558 Intangible assets 27,300 Other noncurrent assets 654 Total assets acquired $ 36,681 Liabilities assumed: Accounts payable $ 280 Customer deposits Current portion of lease liability 151 Accrued expenses and other current liabilities 4,146 PPP loan payable 311 Deferred revenue 12 Lease liability, net of current portion 502 Deferred tax liability 4,768 Total liabilities assumed $ 10,170 Net assets acquired $ 26,511 Goodwill $ 35,265 Total net assets acquired $ 61,776 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Acquired technology $ 27,000 14 years Trade name 300 5 years Total intangible assets $ 27,300 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is not deductible for income tax purposes. The Company incurred $0.3 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the condensed consolidated statements of operations. Adaptive 3D’s results are included in the Company’s consolidated results for the period from May 7, 2021 to September 30, 2021. For this period, Adaptive 3D’s revenues were approximately $0.6 million, and its net loss was approximately $2.8 million. Acquisition of Aerosint On June 24, 2021, the Company entered into a Share Purchase Agreement with DM Belgium BV/SRL, Aerosint SA, the sellers named therein and representatives of such sellers (collectively “Aerosint”), pursuant to which the Company acquired all outstanding securities of Aerosint. Through this acquisition, the Company expands its portfolio of technologies with the addition of multi-material printing capabilities. The total purchase price is $23.8 million, consisting of $6.2 million paid in cash, 879,922 shares of the Company’s Common Stock with a fair value of $11.5 million as of the close of business on the transaction date, and contingent consideration with a fair value of $6.1 million as of the acquisition date. The Company may be required to pay this contingent consideration based on the achievement of revenue metrics and technical milestones over the three-year period following the transaction date. The acquisition is accounted for as a business combination using the acquisition method of accounting. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to Aerosint’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The Aerosint Acquisition included contingent consideration related to revenue metrics and technical milestones, of which $1.4 million is expected to be paid out over the next twelve months and is therefore classified as a current liability. The Company will pay up to $5.5 million of contingent consideration based on stated revenue metrics, which had a fair value of $4.6 million as of the date of acquisition, and a fair value of $4.5 million as of September 30, 2021. If Aerosint reaches certain product mass production technical milestones, the Company will pay out a maximum of $2.0 million in contingent consideration, which had a fair value of $1.5 million as of the date of acquisition, and a fair value of $1.4 million as of September 30, 2021. As of the date of acquisition, the fair value of the short-term liability was $1.4 million, and the long-term liability was $4.7 million, which the Company recorded in accrued expenses and other current liabilities and contingent consideration, net of current portion, on the condensed consolidated balance sheets. As of September 30, 2021, The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 6,220 Equity consideration 11,448 Contingent consideration 6,083 Total consideration transferred $ 23,751 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At June 24, 2021 Assets acquired: Cash and cash equivalents $ 419 Accounts receivable 34 Inventory 166 Prepaid expenses and other current assets 697 Property and equipment 369 Intangible assets 11,726 Other noncurrent assets 336 Total assets acquired $ 13,747 Liabilities assumed: Accounts payable $ 58 Customer deposits 283 Current portion of lease liability 100 Accrued expenses and other current liabilities 169 Deferred revenue 810 Lease liability, net of current portion 226 Deferred tax liability 2,931 Total liabilities assumed $ 4,577 Net assets acquired $ 9,170 Goodwill $ 14,581 Total net assets acquired $ 23,751 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Acquired technology $ 11,547 11.5 years Trade name 179 4.5 years Total intangible assets $ 11,726 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is not deductible for income tax purposes. The Company incurred $0.9 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the condensed consolidated statements of operations. Aerosint’s results are included in the Company’s consolidated results for the period from June 24, 2021 to September 30, 2021. For this period, Aerosint’s revenues were immaterial and net loss was $0.2 million. Acquisition of Dental Arts Labs On July 30, 2021, the Company acquired Dental Arts Laboratories, Inc., (“Dental Arts Labs”) pursuant to a Stock Purchase Agreement of the same date, expanding its portfolio in additive manufacturing within the healthcare and dental industry. The purchase price was $26.3 million paid in cash. The Company also issued 1,190,468 restricted stock units with a grant date fair value of $11.0 million, which are subject to a four-year vesting period and continuing employment. The Company will recognize compensation expense for these restricted stock units over the vesting period. The acquisition is accounted for as a business combination using the acquisition method of accounting. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to Dental Arts Labs’ tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 26,292 Total consideration transferred $ 26,292 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At July 30, 2021 Assets acquired: Cash and cash equivalents $ 858 Accounts receivable 3,707 Inventory 2,438 Prepaid expenses and other current assets 3,853 Property and equipment 8,643 Intangible assets 5,000 Other noncurrent assets 4,636 Total assets acquired $ 29,135 Liabilities assumed: Accounts payable $ 1,949 Current portion of lease liability 535 Accrued expenses and other current liabilities 1,795 Current portion of long‑term debt 3,888 Long‑term debt 3 Lease liability, net of current portion 3,762 Total liabilities assumed $ 11,932 Net assets acquired $ 17,203 Goodwill $ 9,089 Total net assets acquired $ 26,292 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name $ 1,300 9.5 years Customer relationships 3,700 10.5 years Total intangible assets $ 5,000 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is deductible for income tax purposes. The Company incurred $0.6 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the condensed consolidated statements of operations. Dental Arts Labs’ results are included in the Company’s consolidated results for the period from July 30, 2021 to September 30, 2021. For this period, Dental Arts Labs’ revenues were $5.6 million and net loss was $0.4 million. Acquisition of A.I.D.R.O. On September 7, 2021, the Company purchased the entire corporate capital of A.I.D.R.O. Srl (“A.I.D.R.O.”) pursuant to a Stock Purchase Agreement dated July 2, 2021. This acquisition expands the Company’s parts production capabilities and application expertise in the hydraulics industry. The purchase price for the A.I.D.R.O. acquisition was $5.6 million paid in cash, of which $4.8 million was paid at closing and the remaining $0.8 million was deposited to an escrow account subsequent to September 30, 2021. The Company also issued 364,050 restricted stock units with a grant date fair value of $3.2 million, which are subject to a four-year vesting period and continuing employment. The Company will recognize compensation expense for these restricted stock units over the vesting period. The acquisition is accounted for as a business combination using the acquisition method of accounting. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to A.I.D.R.O.’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 5,649 Total consideration transferred $ 5,649 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At September 7, 2021 Assets acquired: Cash and cash equivalents $ 855 Accounts receivable 966 Inventory 906 Prepaid expenses and other current assets 412 Property and equipment 691 Intangible assets 1,080 Other noncurrent assets 1,100 Total assets acquired $ 6,010 Liabilities assumed: Accounts payable $ 1,307 Current portion of lease liability 72 Accrued expenses and other current liabilities 508 Current portion of long-term debt, net of deferred financing costs 138 Long‑term debt 764 Lease liability, net of current portion 750 Deferred tax liability 75 Other noncurrent liabilities 228 Total liabilities assumed $ 3,842 Net assets acquired $ 2,168 Goodwill $ 3,481 Total net assets acquired $ 5,649 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name 142 4 years Customer Relationships 938 15 years Total intangible assets $ 1,080 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is not deductible for income tax purposes. The Company incurred $0.4 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the condensed consolidated statements of operations. A.I.D.R.O.’s results are included in the Company’s consolidated results for the period from September 7, 2021 to September 30, 2021. For this period, A.I.D.R.O.’s revenues were $0.4 million and net income was immaterial. Pro Forma Information The following pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisitions of EnvisionTEC, Adaptive 3D, Aerosint, Dental Arts Labs, and A.I.D.R.O. had occurred on January 1, 2020 (in thousands): Nine Months Ended September 30, 2021 2020 Net revenues $ 84,030 $ 66,485 Net income (loss) $ (174,362) $ (74,476) The pro forma financial information was computed by combining the historical financial information of the Company and EnvisionTEC, Adaptive 3D, Aerosint, Dental Arts Labs, and A.I.D.R.O. along with the effects of the acquisition method of accounting for business combinations as though the companies were combined on January 1, 2020. The pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual net revenues and net loss would have been had the companies been combined as of this date. 2021 Asset Acquisitions Acquisition of Beacon Bio On June 10, 2021, the Company acquired Beacon Bio, Inc. (“Beacon Bio”) pursuant to a Stock Purchase Agreement. The purchase price consisted of cash consideration of $6.1 million, including transaction costs of $0.2 million, and 334,370 shares of Common Stock with a fair value of $4.3 million as of the close of business on the transaction date. The cash consideration includes a simple agreement for future equity investment of $1.0 million made by the Company in advance of the acquisition that was settled in the acquisition. Beacon Bio is engaged in research and development of PhonoGraft technology. The Company concluded the arrangement did not result in the acquisition of a business, as substantially all of the fair value of the gross assets acquired was concentrated in in-process research and development for which there was no alternative future use. Therefore, the Company accounted for the arrangement as an asset acquisition. In connection with the acquisition, the Company issued additional restricted stock units to retain research and development employees and contractors of Beacon Bio through the expected term to complete the development, which vest over a service period of 3 years and are accounted for as post-combination expense. The acquired in-process research and development asset consists of a license to commercialize the PhonoGraft technology. Due to the stage of development of this license at the date of the acquisition, significant research, development, and risk remained, and it was not yet probable that there was future economic benefit from this asset. Absent successful clinical results and regulatory approval for this asset, there was no alternative future use associated with this asset. Accordingly, the value of the asset was expensed in the condensed consolidated statements of operations and no deferred tax liability has been recorded. Acquisition of Meta Additive On September 9, 2021, the Company acquired Meta Additive Ltd (“Meta Additive”), pursuant to a Stock Purchase Agreement of the same date. Meta Additive is engaged in research and development of binder jet printing. The purchase price consisted of cash consideration of $15.2 million, including transaction costs of $0.2 million. The Company concluded the arrangement did not result in the acquisition of a business, as substantially all of the fair value of the gross assets acquired was concentrated in in-process research and development for which there was no alternative future use. The Company accounted for the arrangement as an asset acquisition. In connection with the acquisition, the Company issued 1,101,592 restricted stock units with a fair value of $9.0 million as of the acquisition date to retain key employees of Meta Additive through the expected term to complete the development, which vest over a service period of 4 years and are accounted for as post-combination expense. The acquired in-process research and development asset consists of the development of novel functional binders to provide advanced additive manufacturing solutions. Due to the stage of development of this technology at the date of the acquisition, significant research, development, and risk remained, and it was not yet probable that there was future economic benefit from this asset. Absent successful commercialization of this asset, there was no associated alternative future use. Accordingly, the value of the assets was expensed in the condensed consolidated statements of operations and no deferred tax liability has been recorded. 2020 Acquisition Business Combination On December 9, 2020, the Company and Trine consummated the Business Combination, with Legacy Desktop Metal surviving the merger as a wholly-owned subsidiary of Trine. Upon the consummation of the Business Combination, each share of Legacy Desktop Metal capital stock issued and outstanding was converted into the right to receive 1.22122 shares (the “Exchange Ratio”) of the Company’s common stock (the “Per Share Merger Consideration”). Upon the closing of the Business Combination, Trine’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 550,000,000 shares, of which 500,000,000 shares were designated common stock; $0.0001 par value per share, and of which 50,000,000 shares were designated preferred stock, $0.0001 par value per share. In connection with the execution of the definitive agreement for the Business Combination, Trine entered into separate subscription agreements (each, a “Trine Subscription Agreement”) with a number of investors (each, a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and Trine agreed to sell to the Subscribers, an aggregate of 27,497,500 shares of the Company’s Common Stock, for a purchase price of $10.00 per share and an aggregate purchase price of $275 million, in a private placement pursuant to the Trine Subscription Agreements (the “PIPE financing”). The PIPE financing closed simultaneously with the consummation of the Business Combination. The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Trine was treated as the “acquired” company for financial reporting purposes. See Note 1 “Organization and Nature of Business” for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Desktop Metal issuing stock for the net assets of Trine, accompanied by a recapitalization. The net assets of Trine are stated at historical cost, with no goodwill or other intangible assets recorded. Prior to the Business Combination, Legacy Desktop Metal and Trine filed separate standalone federal, state and local income tax returns. As a result of the Business Combination, structured as a reverse recapitalization for tax purposes, Desktop Metal, Inc. (f/k/a Trine Acquisition Corp.), became the parent of the consolidated filing group, with Desktop Metal Operating, Inc. (f/k/a Desktop Metal, Inc.) as a subsidiary. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the year ended December 31, 2020: Recapitalization Cash – Trine's trust and cash (net of redemptions) $ 305,084,695 Cash – PIPE financing 274,975,000 Less: transaction costs and advisory fees paid (45,463,074) Net proceeds from reverse recapitalization 534,596,621 Plus: non-cash net liabilities assumed 1 (152,394,714) Less: accrued transaction costs and advisory fees (1,900,793) Net contributions from reverse recapitalization $ 380,301,114 (1) The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 30,015,000 Less: redemption of Trine shares (26,049) Common stock of Trine 29,988,951 Trine Founder Shares 5,552,812 Trine Director Shares 100,000 Shares issued in PIPE financing 27,497,500 Business Combination and PIPE financing shares 63,139,263 Legacy Desktop Metal shares (1) 161,487,334 Total shares of common stock immediately after Business Combination 224,626,597 (1) In connection with the Business Combination, 7,403,750 Trine Founder Shares were issued. Pursuant to the Business Combination agreement, 75% of the Founder shares, or 5,552,812 shares, vested at the close of the Business Combination, with the remaining 25%, or 1,850,938 shares, vesting if the Company trades at $12.50 per share or higher for any 20 trading days within a 30-day window by the fifth anniversary of the Business Combination. The vesting criteria was met on January 8, 2021. |
CASH EQUIVALENTS AND SHORT-TERM
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 9 Months Ended |
Sep. 30, 2021 | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 4. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS The Company’s cash equivalents and short-term investments are invested in the following (in thousands): September 30, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 126,086 $ — $ — $ 126,086 Total cash equivalents 126,086 — — 126,086 Commercial paper 128,825 — — 128,825 Corporate bonds 86,913 — (14) 86,899 Government bonds 36,524 — (4) 36,520 Asset-backed securities 24,830 1 (3) 24,828 Total short-term investments 277,092 1 (21) 277,072 Total cash equivalents and short-term investments $ 403,178 $ 1 $ (21) $ 403,158 December 31, 2020 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 75,374 $ — $ — $ 75,374 Money market funds 407,512 — — 407,512 Total cash equivalents 482,886 — — 482,886 U.S. Treasury securities 19,995 2 — 19,997 Commercial paper 43,911 — — 43,911 Corporate bonds 47,970 — (11) 47,959 Total short-term investments 111,876 2 (11) 111,867 Total cash equivalents and short-term investments $ 594,762 $ 2 $ (11) $ 594,753 In September 2021, the Company made a $20.0 million equity investment in Shapeways Holdings, Inc. (“Shapeways”). The Company records this investment at fair value. The Company recorded an unrealized loss due to the change in fair value of the Shapeways stock of $1.9 million during the three and nine months ended September 30, 2021, in interest and other (expense) income, net in the condensed consolidated statements of operations. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 5. FAIR VALUE MEASUREMENTS The Company uses the following three-tier fair value hierarchy, which prioritizes the inputs used in measuring the fair values for certain of its assets and liabilities: Level 1 is based on observable inputs, such as quoted prices in active markets; Level 2 is based on inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3 is based on unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Items measured at fair value on a recurring basis include money market funds. The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands): September 30, 2021 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Items Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 126,086 $ — $ — $ 126,086 Commercial paper — 128,825 — 128,825 Corporate bonds — 86,899 — 86,899 Government bonds — 36,520 — 36,520 Asset-backed securities — 24,828 — 24,828 Equity securities — — 15,200 15,200 Company-owned life insurance cash surrender value — 330 — 330 Other investments — — 7,259 7,259 Total assets $ 126,086 $ 277,402 $ 22,459 $ 425,947 Liabilities: Contingent consideration $ — $ — $ 5,917 $ 5,917 Total liabilities $ — $ — $ 5,917 $ 5,917 December 31, 2020 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Items Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 407,512 $ — $ — $ 407,512 Commercial paper — 119,285 — 119,285 Corporate bonds — 47,959 — 47,959 U.S. Treasury securities 19,997 — — 19,997 Other investments — — 3,000 3,000 Total assets $ 427,509 $ 167,244 $ 3,000 $ 597,753 Liabilities: Private Placement Warrants $ — $ — $ 93,328 $ 93,328 Total liabilities $ — $ — $ 93,328 $ 93,328 The Company has determined that the estimated fair value of its corporate bonds and commercial paper are reported as Level 2 financial assets as they are based on model-driven valuations in which all significant inputs are observable, or can be derived from or corroborated by observable market data for substantially the full term of the asset. The fair value of the equity investment includes market price and management assumptions around the discount for the lack or marketability due to security specific characteristics. During the three and nine months ended September 30, 2021, the Company recorded an unrealized loss on the equity investment of $1.9 million in interest and other (expense) income, net in the condensed consolidated statements of operations. Other investments consist of investments in private companies via convertible debt instruments, which are reported as a Level 3 financial asset because the methodology used to develop the estimated fair values includes significant unobservable inputs reflecting management’s own assumptions. Assumptions used in fair valuing convertible debt instruments include the rights and obligations of the notes the Company holds as well as the probability of a qualified financing event, acquisition, or change in control. During the three and nine months ended September 30, 2021, the Company recognized gains on convertible debt instruments of $0.1 million and $0.6 million, respectively, in interest and other (expense) income, net in the condensed consolidated statements of operations. Company-owned life insurance contracts are recorded at their cash surrender value, which approximates fair value. These assets are measured using Level 2 inputs, based on the underlying assets of the insurance policies. The fair value of the Private Placement Warrants is estimated using the Black-Scholes option pricing model and is classified as a Level 3 financial instrument. The significant assumptions used in the model were the Company’s stock price, exercise price, expected term, volatility, interest rate, and dividend yield. During the three and nine months ended September 30, 2021, the Company recognized no gain and a gain of $56.6 million on the Private Placement Warrants. The Private Placement Warrants were all exercised as of March 2, 2021. The contingent consideration liability was valued using a Monte Carlo simulation in a risk-neutral framework as well as a scenario based approach (both special cases of the income approach), based on key inputs that are not all observable in the market and is classified as a Level 3 liability. The Company assess the fair value of the contingent consideration liability at each reporting period, with any subsequent changes to the fair value of the liability reflected in the condensed consolidated statement of operations until the liability is settled. During the three and nine months ended September 30, 2021, the Company recognized a change in fair value of contingent consideration of There were no transfers between fair value measure levels during the nine months ended September 30, 2021 and 2020. The following table presents information about the Company’s movement in Level 3 assets measured at fair value (in thousands): Nine Months Ended September 30, 2021 2020 Balance at beginning of period $ 3,000 $ — Additions 23,620 — Changes in fair value (4,161) — Balance at end of period $ 22,459 $ — The following table presents information about the Company’s movement in Level 3 liabilities measured at fair value (in thousands): Nine Months Ended September 30, 2021 2020 Balance at beginning of period $ 93,328 $ — Additions 6,558 — Changes in fair value 59,022 — Foreign currency translation (167) Exercise of private placement warrants (149,904) — Disposals (2,920) Balance at end of period $ 5,917 $ — In June 2021, the Company entered into a subscription agreement to purchase the equity investment in Shapeways, which resulted in an initial subscription agreement liability of $0.5 million. During the three months ended September 30, 2021, the Company recognized an additional loss in fair value of $2.4 million related to the subscription agreement liability, which was derecognized in September 2021 upon the purchase of the equity investment in Shapeways in September 2021. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
ACCOUNTS RECEIVABLE | |
ACCOUNTS RECEIVABLE | 6. ACCOUNTS RECEIVABLE The components of accounts receivable are as follows (in thousands): September 30, December 31, 2021 2020 Trade receivables $ 23,257 $ 7,016 Allowance for doubtful accounts (379) (500) Total accounts receivable $ 22,878 $ 6,516 The following table summarizes activity in the allowance for doubtful accounts (in thousands): September 30, December 31, 2021 2020 Balance at beginning of period $ 500 $ 199 Provision for uncollectible accounts (316) 377 Uncollectible accounts written off 195 (76) Balance at end of period $ 379 $ 500 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2021 | |
INVENTORY | |
INVENTORY | 7. INVENTORY Inventory consists of the following (in thousands): September 30, December 31, 2021 2020 Raw materials $ 9,208 $ — Work in process 5,124 2,896 Finished goods 18,398 6,812 Total inventory $ 32,730 $ 9,708 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 8. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consists of the following (in thousands): September 30, December 31, 2021 2020 Prepaid operating expenses 2,388 68 Prepaid dues and subscriptions 1,360 189 Prepaid insurance 943 121 Prepaid taxes 827 — Government grants receivable 493 — Escrow deposits 311 — Prepaid rent 176 118 Deferred cost of goods sold — 454 Other 752 26 Total prepaid expenses and other current assets $ 7,250 $ 976 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 9. PROPERTY AND EQUIPMENT Property and equipment, net consists of the following (in thousands): September 30, December 31, 2021 2020 Equipment $ 22,061 $ 13,708 Land and buildings 3,515 — Automobiles 840 — Furniture and fixtures 1,399 895 Computer equipment 1,257 1,089 Tooling 1,938 1,805 Software 1,532 1,249 Leasehold improvements 15,026 13,870 Construction in process 1,916 879 Property and equipment, gross 49,484 33,495 Less: accumulated depreciation (25,702) (21,335) Total property and equipment, net $ 23,782 $ 12,160 Depreciation and amortization expense was $1.6 million and $4.4 million for the three and nine months ended September 30, 2021, respectively. Depreciation and amortization expense was $1.7 million and $5.9 million for the three and nine months ended September 30, 2020, respectively. |
GOODWILL & INTANGIBLE ASSETS
GOODWILL & INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
GOODWILL & INTANGIBLE ASSETS | |
GOODWILL & INTANGIBLE ASSETS | 10. GOODWILL & INTANGIBLE ASSETS The carrying amount of goodwill at September 30, 2021 and 2020 was $262.3 million and $2.3 million, respectively, and has been recorded in connection with the Company’s acquisitions. The goodwill activity is as follows (in thousands): Goodwill Balance at December 31, 2019 $ 2,252 Balance at December 31, 2020 $ 2,252 Acquisition of EnvisionTEC 198,369 Acquisition of Adaptive3D 35,265 Acquisition of Aerosint 14,581 Acquisition of Dental Arts Labs 9,089 Acquisition of A.I.D.R.O. 3,481 Foreign currency translation adjustment (694) Balance at September 30, 2021 $ 262,343 The Company has no accumulated impairment losses on goodwill. Intangible assets consisted of the following (in thousands): Accumulated Balance Gross Value Estimated Life Amortization September 30, 2021 Acquired technology $ 126,285 5 – 12 years $ 8,423 $ 117,862 Trade name 10,515 4 – 13 years 474 10,041 Customer relationships 55,392 10 – 10.5 years 3,166 52,226 Total intangible assets $ 192,192 $ 12,063 $ 180,129 The Company recognized $4.4 million and $11.0 million of amortization expense during the three and nine months ended September 30, 2021, respectively. The Company recognized $0.1 million and $0.5 million of amortization expense during the three and nine months ended September 30, 2020, respectively. The Company expects to recognize the following amortization expense (in thousands): Amortization 2021 (remaining 3 months) $ 4,446 2022 19,099 2023 20,800 2024 21,160 2025 21,545 2026 and after 93,079 Total intangible amortization $ 180,129 The weighted-average remaining amortization period is 9.7 years. Amortization of acquired technology, trade names, and customer relationships is recognized in cost of sales and research and development, research and development, and sales and marketing, respectively, in the condensed consolidated statements of operations. |
OTHER NONCURRENT ASSETS
OTHER NONCURRENT ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
OTHER NONCURRENT ASSETS | |
OTHER NONCURRENT ASSETS | 11. OTHER NONCURRENT ASSETS The following table summarizes the Company’s components of other noncurrent assets (in thousands): September 30, December 31, 2021 2020 Right of use asset $ 9,635 $ 1,810 Long-term deposits 331 69 Company-owned life insurance cash surrender value 330 — Other investments 7,259 3,000 Other 124 — Total other noncurrent assets $ 17,679 $ 4,879 During the year ended December 31, 2020, the Company made an investment in a privately held company in the form of convertible debt for $3.0 million. Under the terms of this agreement, the debt, including any accrued interest, will be converted to common stock of the investee upon the closing of a qualified financing, acquisition or change in control. The full principal balance plus 3% annual interest is due in two years and does not allow voluntary prepayment. The Company has elected the fair value option for this investment and recognized no gain or loss during the three months ended September 30, 2021, and a gain of $0.3 million during the nine months ended September 30, 2021 2021, in interest and other (expense) income, net in the condensed consolidated statement of operations. In April 2021, the Company made an investment in a privately held company by purchasing a convertible promissory note for principal amount of $1.6 million. Under the terms of this note, the debt, including any accrued interest, will convert to equity securities of the applicable investee upon the closing of a qualified financing, acquisition or other change in control. The full principal balance plus 3% annual interest is due in two years and does not allow voluntary prepayment. The Company has elected the fair value option for this investment and recognized a gain of $0.1 million during the three months ended September 30, 2021 and a gain of $0.3 million during the nine months ended September 30, 2021, in interest and other (expense) income, net in the condensed consolidated statements of operations. In April 2021, the Company made an investment in a privately held company by purchasing a convertible promissory note for a principal amount of $2.0 million. Under the terms of this note, the debt, including any accrued interest, will convert to cash or equity securities upon the closing of a qualified financing, acquisition or other change in control. The full principal balance plus 3% annual interest is due in five years and does not allow voluntary prepayment. The Company has elected the fair value option for this investment, and there was no change in fair value during the three and nine months ended September 30, 2021. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s components of accrued expenses and other current liabilities (in thousands): September 30, December 31, 2021 2020 Compensation and benefits related $ 9,689 $ 2,068 Professional services 2,039 2,508 Warranty reserve 2,435 1,553 Contingent consideration 1,390 — Acquisition consideration 750 — Inventory purchases 352 86 Franchise and royalty fees 264 159 Sales and use and franchise taxes 215 586 Income tax payable 71 — Other 3,481 605 Total accrued expenses and other current liabilities $ 20,686 $ 7,565 As of September 30, 2021, and December 31, 2020, the Company has recorded $2.4 million and $1.6 million, respectively, of warranty reserve within accrued expenses and other current liabilities in the condensed consolidated balance sheets. Warranty reserve consisted of the following (in thousands): 2021 2020 Warranty reserve, at the beginning of the period $ 1,553 $ 1,491 Warranty reserve assumed in acquisition 490 — Additions to warranty reserve 1,390 346 Claims fulfilled (998) (284) Warranty reserve, at the end of the period $ 2,435 $ 1,553 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
DEBT | |
DEBT | 13. DEBT Term Loan PPP Loan In connection with the acquisition of Adaptive 3D, the Company acquired $0.3 million in PPP loans. As of September 30, 2021, $0.3 million of the PPP loans is recorded in current portion of long-term debt, net of deferred financing costs in the condensed consolidated balance sheets. Subsequent to September 30, 2021, $0.3 million of the loan was forgiven, and an immaterial loan remains outstanding. In connection with the acquisition of Dental Arts Labs, the Company acquired $3.4 million in PPP loans. On September 30, 2021, the entire balance of PPP loans was forgiven. There was no outstanding PPP loan balance for Dental Arts Labs as of September 30, 2021. Bank Debt— . Payments of principal and interest are made quarterly. During the three months ended September 30, 2021, the Company paid Equipment Financing Agreement— Deferred Financing Costs |
OTHER NONCURRENT LIABILITIES
OTHER NONCURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
OTHER NONCURRENT LIABILITIES | |
OTHER NONCURRENT LIABILITIES | 14. OTHER NONCURRENT LIABILITIES The following table summarizes the Company’s components of other noncurrent liabilities (in thousands): September 30, December 31, 2021 2020 Taxes payable $ 1,188 $ — Other 229 — Total other noncurrent liabilities $ 1,417 $ — |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
LEASES | |
LEASES | 15. LEASES At September 30, 2021, the Company recorded $9.6 million as a right of use asset and $10.4 million as an operating lease liability. At December 31, 2020, the Company recorded $1.8 million as a right of use asset and $3.0 million as an operating lease liability. The Company assesses its right of use asset and other lease-related assets for impairment. There were no impairments recorded related to these assets during the three and nine months ended September 30, 2021, and the year ended December 31, 2020. As a result of the acquisition of EnvisionTEC, the Company acquired operating, short-term, and finance leases for corporate offices, manufacturing and warehouse facilities, and machineries, increasing the Company’s right of use asset by $1.8 million. The operating leases consist of five real estate leases and six equipment leases with current terms extending from 2021 to 2024. The Company’s finance leases are immaterial as of September 30, 2021. As a result of the acquisition of Adaptive 3D, the Company acquired operating leases for corporate offices, research and development, and manufacturing, increasing the Company’s right of use asset by $0.7 million. The operating leases consist of two real estate leases with current terms extending from 2024 to 2025. As a result of the acquisition of Aerosint, the Company acquired operating leases for corporate office and lab space, as well as company cars, increasing the Company’s right of use asset by $0.4 million. The operating leases consist of one real estate lease and three leases for company cars with current terms extending through 2025. As a result of the acquisition of Dental Arts Labs, the Company acquired operating leases for corporate office and laboratory space as well as warehouse facilities, increasing the Company’s right of use asset by $4.3 million. The operating leases consist of thirteen real estate leases with current terms extending through 2025. As a result of the acquisition of A.I.D.R.O., the Company acquired operating and finance leases for corporate office space, research and development, and manufacturing, increasing the Company’s right of use asset by $0.9 million. The term of the finance lease extends to 2030. The Company reviews all supplier, vendor, and service provider contracts to determine whether any service arrangements contain a lease component. The Company identified two service agreements that contain an embedded lease. The agreements do not contain fixed or minimum payments, and the variable lease expense was immaterial during the three and nine months ended September 30, 2021 and 2020. Information about other lease-related balances is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Lease cost Operating lease cost $ 593 $ 187 $ 1,338 $ 561 Finance lease cost 1 — 2 — Short‑term lease cost 37 — 82 3 Variable lease cost 46 18 131 30 Total lease cost $ 677 $ 205 $ 1,553 $ 594 Other Information Operating cash flows used in operating leases $ 673 $ 269 $ 1,572 $ 805 Operating cash flows used in finance leases 2 — 4 — Weighted‑average remaining lease term—operating leases (years) 4.8 3.5 4.8 3.5 Weighted‑average remaining lease term—finance leases (years) 8.5 — 8.5 — Weighted‑average discount rate—operating leases 4.2 % 7.6 % 4.2 % 7.6 Weighted‑average discount rate—finance leases 1.5 % — % 1.5 % — % The rate implicit in the lease is not readily determinable in most of the Company’s leases, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Future minimum lease payments under noncancelable operating leases, including immaterial future minimum lease payments under finance leases, at September 30, 2021, are as follows (in thousands): Operating Leases Finance Leases 2021 (remaining 3 months) $ 738 $ 1 2022 2,943 77 2023 2,741 78 2024 1,319 75 2025 780 75 2026 and after 2,097 484 Total lease payments 10,618 790 Less amount representing interest (929) — Total lease liability 9,689 790 Less current portion of lease liability (2,619) (58) Lease liability, net of current portion $ 7,070 732 As of September 30, 2021, the Company has an operating lease for corporate office space of $1.2 million that has not yet commenced. This operating lease will commence in the fourth quarter of 2021 and has a lease term of 5 years. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any current legal proceedings will have a material adverse impact on the Company’s condensed consolidated financial statements. Commitments The Company has entered into legally binding agreements with certain suppliers to purchase materials used in the manufacturing of the Company’s products. As of September 30, 2021, the Company had outstanding purchase orders with contract manufacturers in the amount of $32.6 million which are not included in the condensed consolidated balance sheets. The Company has also entered into licensing and royalty agreements with certain manufacturing and software companies and universities related to the use of patented technology. Under the terms of each agreement, the Company has made initial, one-time payments of $0.3 million and is obligated to pay a set percentage, ranging from 2.75% - 13%, of all consideration received by the Company for sales of related products and services, until the agreements are terminated at various dates through 2037. The Company’s aggregate minimum annual commitment under these contracts is $0.5 million. During the three and nine months ended September 30, 2021 and 2020, the Company recorded immaterial licensing and royalty fees. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
INCOME TAXES | |
INCOME TAXES | 17. INCOME TAXES The Company’s provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on its deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized, as well as the partial release of the valuation allowance related to the EnvisionTEC and Adaptive 3D acquisitions. During the three and nine months ended September 30, 2021, the Company recorded an income tax benefit of $0.5 million and $32.8 million, respectively. There was no income tax benefit for the three and nine months ended September 30, 2020. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s consolidated financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the consolidated financial statements carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company has provided a full valuation allowance against the net deferred tax assets as the Company has determined that it was more likely than not that the Company would not realize the benefits of federal and state net deferred tax assets. As a result of the recent acquisitions of EnvisionTEC and Adaptive 3D, the Company recorded a U.S. deferred tax liability related to non-tax-deductible intangible assets recognized in the financial statements. The acquired deferred tax liability is a source of income to support recognition of the Company’s existing deferred tax assets. Accordingly, the Company recorded an income tax benefit of $0.5 million and $32.8 million for the release of the valuation allowance related to the acquired intangibles in the three and nine months ended September 30, 2021, respectively. The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount associated with uncertain tax positions are recorded as a component of income tax expense. As of September 30, 2021, the Company has accrued uncertain tax positions of approximately $1.2 million related to the EnvisionTEC acquisition. The amounts relate to U.S. state and foreign tax positions. Included in the balance of unrecognized tax benefits as of September 30, 2021 are amounts that, if recognized, would impact the effective tax rate. As of December 31, 2020, the Company has not identified any uncertain tax positions for which reserves would be required. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | 18. STOCKHOLDERS’ EQUITY As of September 30, 2021, the Company’s authorized shares consisted of 500,000,000 shares of Common Stock, $0.0001 par value and 50,000,000 shares of Preferred Stock, $0.0001 par value (the “Preferred Stock”). During 2015, the Company issued 34,010,977 shares of Common Stock to the initial founders and certain employees of the Company at a purchase price of $0.0001 per share. These shares are fully vested. Common Stock Warrants In May 2017, the Company entered into a strategic collaboration agreement with an investor allowing the investor’s resellers to sell and distribute the Company’s products. In consideration for this agreement, the Company agreed to issue warrants to purchase up to 2,442,440 shares of Common Stock. The investor was eligible to receive a warrant to purchase one share of Common Stock for every $35.00 in revenue generated by the Company from the investor’s resellers. Each warrant was issued at an exercise price equal to $3.34 per share (subject to appropriate adjustment in the event of a stock dividend, stock split, combination, or other similar recapitalization) and was set to expire on December 31, 2027. The Company issued no warrants during the nine months ended September 30, 2021. During the nine months ended September 30, 2020, the Company issued 399,960 warrants and recorded immaterial expense related to the fair value of the warrants, calculated using the Black-Scholes warrant-pricing model with the following assumptions: Nine Months Ended September 30, 2020 Risk‑free interest rate 2.0 % Expected volatility 52.5 % Expected life (in years) 7.8 Expected dividend yield — Fair value of Common Stock $ 3.34 756,498 warrants were converted to 447,938 shares of Common Stock through a cashless exercise in connection with the Business Combination. Trine Warrants In Trine’s initial public offering, it sold units at a price of $10.00 per unit, which consisted of one share of Common Stock, $0.0001 par value, and one The Warrant Agreement, dated as of March 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company also obligated the Company to use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants, and to cause the same to become effective and remain effective while the Public Warrants remain outstanding. On February 4, 2021, the Company’s registration statement covering such shares became effective. Simultaneously with the consummation of Trine’s initial public offering, Trine Sponsor IH, LLC (the “Sponsor”) purchased an aggregate of 8,503,000 warrants to purchase one share of Common Stock at an exercise price of $11.50 (the “Private Placement Warrants”) at a price of $1.00 per warrant ($8,503,000) in the aggregate in a private placement. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants are not redeemable by Desktop Metal, and may be exercised for cash or on a cashless basis so long as they are held by the Sponsor or any of its permitted transferees. Additionally, pursuant to the terms of the amended and restated registration rights agreement entered in connection with the Business Combination, the Sponsor had the right to have the resale of the shares of Common Stock acquired upon exercise of the Private Placement Warrants registered under the Securities Act. On February 4, 2021, the Company’s registration statement covering such shares became effective. On February 24, 2020, Trine issued an unsecured promissory note (the “2020 Note”) to the Sponsor. The 2020 Note bore no interest and was repayable in full upon consummation of the Business Combination. The Sponsor had the option to convert any unpaid balance of the 2020 Note into warrants equal to the principal amount of the 2020 Note so converted divided by $1.00. Upon closing of the Business Combination, the 2020 Note was converted into a Private Placement Warrant for 1,500,000 shares of Common Stock, with an exercise price of $11.50. The terms of these warrants are identical to the terms of the Private Placement Warrants. Pursuant to the terms of the amended and restated registration rights agreement entered in connection with the Business Combination, the Sponsor had the right to have the resale of the shares of Common Stock acquired upon exercise of such warrant registered under the Securities Act. On February 4, 2021, the Company’s registration statement covering such shares became effective. The Company’s Private Placement Warrants are classified as liabilities, and are measured at fair value through earnings. During the three months ended September 30, 2021, the Company recorded no gain or loss related to the change in fair value of the private placement warrants. During the nine months ended September 30, 2021 2021, the Company recorded a $56.6 million loss related to the change in fair value of the Private Placement Warrants, which were remeasured through the date of each exercise, calculated using the Black-Scholes warrant pricing model with the following assumptions: Nine Months Ended September 30, 2021 Risk‑free interest rate 0.4% – 0.6 % Expected volatility 55.0 % Expected life (in years) 4.8 Expected dividend yield — Fair value of Common Stock $ 19.82 – 30.49 Exercise price $ 11.50 All of the Private Placement Warrants were exercised on a cashless basis prior to March 2, 2021, and an aggregate of 5,850,346 shares of the Company’s Common Stock were issued in connection with these exercises. Effective March 2, 2021, all Private Placement Warrants were exercised. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
STOCK BASED COMPENSATION | |
STOCK BASED COMPENSATION | 19. STOCK BASED COMPENSATION Stock Incentive Plan As part of the acquisition of Make Composites, Inc. (“Make”) in 2019, the Company assumed the 2018 equity incentive plan of Make (the “Make Plan”). The Make Plan allows for the award of incentive and nonqualified stock options and warrants for those employees and contractors that were hired as part of the acquisition. The Make Plan allowed for 232,304 options and warrants to be issued, which were issued in 2019, with no additional options to be issued in the future. Option awards expire 10 years from the grant date and generally vest over four years; however, vesting conditions can vary at the discretion of our Board of Directors. In December 2020, the Board of Directors and stockholders of the Company approved the adoption of the 2020 Incentive Award Plan (the “2020 Plan” and together with the 2015 Plan and the Make Plan, the “Plans”), which became effective on the date of the Business Combination. Upon effectiveness of the 2020 Plan, the Company ceased granting new awards under the 2015 Plan. The 2020 Plan allows for the award of incentive and nonqualified stock options, restricted stock, and other stock-based awards to employees, officers, directors, consultants, and advisers of the Company. The number of shares of common stock initially available for issuance under the 2020 Plan was 12,400,813 shares of common stock plus the number of shares subject to awards outstanding under the 2015 Plan that expire, lapse, terminate, or are exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited. In addition, the number of shares of common stock available for issuance under the 2020 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2030 equal to the lesser of (i) 5% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Board. On January 1, 2021, 11,337,837 shares were added to the plan. The Company grants stock options at exercise prices deemed by the Board of Directors to be equal to the fair value of the Common Stock at the time of grant. The fair value of Common Stock has been determined by the Board of Directors of the Company at each stock option measurement date based on a variety of different factors, including the results obtained from independent third-party appraisals, the Company’s consolidated financial position and historical financial performance, the status of technological development within the Company, the composition and ability of the current engineering and management team, an evaluation and benchmark of the Company’s competition, the current climate in the marketplace, the illiquid nature of the Common Stock, arm’s-length sales of the Company’s capital stock, and the prospects of a liquidity event, among others. During the three and nine months ended September 30, 2021, the Company did not grant any options to purchase shares of Common Stock to employees. During the three and nine months ended September 30, 2020, the Company granted options to purchase 2,269,131 and 6,925,144 shares of Common Stock to employees with fair values of $26.1 million and $29.8 million, respectively, calculated using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Risk‑free interest rate 0.3 % – 1.7 % 0.3 % – 1.7 % Expected volatility 52.7 % – 54.2 % 52.7 % – 54.2 % Expected life (in years) 5.9 – 6.3 5.9 – 6.3 Expected dividend yield — — Fair value of Common Stock $ 3.34 $ 3.34 During the three and nine months ended September 30, 2021, the Company did not grant any options to purchase shares of Common Stock to non-employees. During the three months ended September 30, 2020, the Company did not grant any options to purchase shares of Common stock to non-employees. During the nine months ended September 30, 2020, the Company granted options to purchase 12,212 shares of Common Stock to non-employees with a fair value of $0.1 million, calculated using the Black-Scholes option-pricing model with the following assumptions: Nine Months Ended September 30, 2020 Risk‑free interest rate 0.8 % Expected volatility 54.3 % Expected life (in years) 10.0 Expected dividend yield — Fair value of Common Stock $ 3.34 The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the related stock options. The expected life of stock options was calculated using the average of the contractual term of the option and the weighted-average vesting period of the option, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company has not paid a dividend and is not expected to pay a dividend in the foreseeable future. Expected volatility for the Common Stock was determined based on an average of the historical volatility of a peer group of similar public companies. At September 30, 2021, the total unrecognized stock-based compensation expense related to unvested stock options aggregated $8.8 million. The costs are expected to be recognized over a weighted-average period of 2.7 years. There were 17,933,802 shares available for award under the 2020 Plan at September 30, 2021. The option activity of the Plans for the nine months ended September 30, 2021, is as follows (shares in thousands): Weighted-Average Weighted-Average Remaining Aggregate Number of Exercise Price Contractual Term Intrinsic Value Shares per Share (in years) (in thousands) Outstanding at January 1, 2021 19,553 $ 1.53 7.75 $ 306,408 Granted — $ — Exercised (4,462) $ 1.17 Forfeited/expired (591) $ 1.45 Outstanding at September 30, 2021 14,500 $ 1.64 7.32 $ 80,166 Options vested at September 30, 2021 9,062 $ 1.72 6.50 $ 49,349 Options vested or expected to vest at September 30, 2021 13,942 $ 1.65 7.26 $ 76,947 The weighted-average grant-date fair value for options granted during the nine months ended September 30, 2020 was $0.98. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2021 and 2020, was $49.6 million and $1.7 million, respectively. Restricted Stock Units RSU activity under the 2020 Plan for the nine months ended September 30, 2021 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2021 683 $ 8.02 Granted 7,983 $ 12.53 Vested (304) $ 11.63 Cancelled/Forfeited (51) $ 13.01 Balance of unvested shares as of September 30, 2021 8,311 $ 12.24 Restricted Stock Awards The activity for stock subject to vesting as of September 30, 2021 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2021 280 $ 4.08 Issuance of additional shares 476 $ 8.78 Vested (408) $ 6.84 Balance of unvested shares as of September 30, 2021 348 $ 7.27 At September 30, 2021, the remaining weighted-average vesting period for the stock subject to vesting was 1.8 years. Total stock-based compensation expense related to all of the Company’s stock-based awards granted is reported in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 4,450 $ 893 $ 7,205 $ 2,176 General and administrative expense 3,138 616 5,332 1,070 Sales and marketing expense 1,732 294 2,653 715 Cost of sales 631 92 977 267 Total stock-based compensation expenses $ 9,951 $ 1,895 $ 16,167 $ 4,228 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 20. RELATED PARTY TRANSACTIONS As a result of the acquisition of EnvisionTEC, the Company entered into certain agreements with entities affiliated with Mr. El Siblani, a director and executive officer of the Company. The Company is the lessee in a lease agreement with ATMRE, LLC, a leasing company, in which Mr. El Siblani is the sole member, for the Dearborn, Michigan facility utilized by EnvisionTEC. This lease extends through December 31, 2023. As of September 30, 2021, the Company recorded $0.5 million of right of use asset and lease liability . During the three and nine months ended September 30, 2021, the Company paid immaterial lease expense to AMTRE, LLC. The Company’s annual commitment to AMTRE, LLC is $0.2 million. The Company is the lessee in a lease agreement JES Besitzgesellschaft GmbH, a leasing company that is controlled by members of the immediate family of Mr. El Siblani, for facilities located in Gladbeck, Germany utilized by EnvisionTEC. As of September 30, 2021, the Company recorded $0.2 million of right of use asset and lease liability . During the three and nine months ended September 30, 2021, the Company paid immaterial lease expense to JES Besitzgesellschaft GmbH. The Company’s annual commitment to JES Besitzgesellschaft GmbH is $0.1 million. The Company is the lessee in a lease agreement with Sitraco (UK) Limited, a leasing company that is controlled by Mr. El Siblani, for an additional facility located in Gladbeck, Germany utilized by EnvisionTEC. As of September 30, 2021, the Company recorded $0.2 million of right of use asset and lease liability . During the three and nine months ended September 30, 2021, the Company paid immaterial lease expense to Sitraco (UK) Limited. The Company’s annual commitment to Sitraco (UK) Limited is $0.1 million. The Company has a distribution agreement with Sibco Europe Ltd., a distributor based out of the United Kingdom. Mr. El Siblani is Managing Director of and sole shareholder of Sibco Europe Ltd. The Company did not have any sales to Sibco Europe Ltd. for the period ended September 30, 2021. In addition, Sibco Europe Ltd. provides sales and marketing support for EnvisionTEC GmbH. At September 30, 2021, the Company did not have accounts receivable or accounts payable due to or from Sibco Europe Ltd. The Company also has an agreement with E3D Technology, a wholly-owned subsidiary of Sibco Europe Ltd., for services including research and development, maintenance, and marketing services. As part of the agreement, the Company also pays a fee for overhead at the facilities where these contracted services are being performed. During the three and nine months ended September 30, 2021, the Company paid immaterial service expense to E3D Technology. As a result of the acquisition of Dental Arts Labs, the Company assumed certain lease agreements with a related party for facilities in Peoria, Illinois used for research and development and administrative purposes. As of September 30, 2021, the Company recorded $3.7 million of right of use asset and lease liability. During the three and nine months ended September 30, 2021, the Company paid lease expense of $0.1 million to the related party. The Company’s annual commitment related to these lease agreements is $0.6 million. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 21. SEGMENT INFORMATION In its operation of the business, management, including the Company’s chief operating decision maker, who is also Chief Executive Officer, reviews the business as one segment. The Company currently ships its product to markets in the Americas, Europe Middle East and Africa (“EMEA”), and Asia Pacific (“APAC”). Disaggregated revenue data for those markets is as follows (in thousands): Revenue for the three months ended September 30, 2021 Americas EMEA APAC Total Products $ 17,556 $ 5,031 $ 1,362 $ 23,949 Services 1,005 327 157 1,489 Total $ 18,561 $ 5,358 $ 1,519 $ 25,438 Revenue for the three months ended September 30, 2020 Americas EMEA APAC Total Products $ 857 $ 249 $ 782 $ 1,888 Services 353 232 54 639 Total $ 1,210 $ 481 $ 836 $ 2,527 Revenue for the nine months ended September 30, 2021 Americas EMEA APAC Total Products $ 33,907 $ 11,326 $ 6,587 $ 51,820 Services 2,615 923 370 3,908 Total $ 36,522 $ 12,249 $ 6,957 $ 55,728 Revenue for the nine months ended September 30, 2020 Americas EMEA APAC Total Products $ 2,372 $ 2,411 $ 1,330 $ 6,113 Services 962 888 138 1,988 Total $ 3,334 $ 3,299 $ 1,468 $ 8,101 During the three and nine months ended September 30, 2021 and 2020, the Company recognized the following revenue from service contracts and cloud-based software licenses over time, and hardware and consumable product shipments and subscription software at a point in time (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue recognized at a point in time $ 23,949 $ 1,888 $ 51,820 $ 6,113 Revenue recognized over time 1,489 639 3,908 1,988 Total $ 25,438 $ 2,527 $ 55,728 $ 8,101 The Company’s operations are principally in the United States. The locations of long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, are summarized as follows (in thousands): September 30, December 31, 2021 2020 Americas $ 29,625 $ 12,160 EMEA 3,763 — Total long-lived assets $ 33,388 $ 12,160 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 22. NET LOSS PER SHARE The Company computes basic loss per share using net loss attributable to Common Stockholders and the weighted-average number of Common Stock shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator for basic and diluted net loss per share: Net loss attributable to Common Stockholders $ (66,879) $ (19,457) $ (169,167) $ (65,027) Denominator for basic and diluted net loss per share: Weighted-average shares 260,556 159,968 251,468 158,121 Net loss per share—Basic and Diluted $ (0.26) $ (0.12) $ (0.67) $ (0.41) The Company’s potential dilutive securities, which include outstanding Common Stock options, unvested restricted stock units, unvested restricted stock awards and outstanding Common Stock warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding as of September 30, 2021 and 2020, from the computation of diluted net loss per share attributable to common stockholders because including them would have an anti-dilutive effect (in thousands): Nine Months Ended September 30, 2021 2020 Common Stock options outstanding 14,500 12,964 Unvested restricted stock units outstanding 8,311 — Unvested restricted stock awards outstanding 348 1,317 Common Stock warrants outstanding — 619 Total shares 23,159 14,900 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 23. SUBSEQUENT EVENTS On October 14, 2021, the Company acquired Larry Brewer Dental Lab, Inc. (“Brewer Dental”), pursuant to a Stock Purchase Agreement of the same date, expanding its portfolio in additive manufacturing within the healthcare and dental industry. The purchase price was $7.5 million paid in cash. The Company also issued 252,096 restricted stock units with a grant date fair value of $1.8 million, which are subject to a four-year vesting period and continuing employment. The Company will recognize compensation expense for these restricted stock units over the vesting period. On October 29, 2021, the Company acquired May Dental Lab, Inc. (“May Dental”), pursuant to a Limited Liability Interest Purchase Agreement of the same date, expanding its portfolio in additive manufacturing within the healthcare and dental industry. The aggregate purchase price was $12.5 million paid in cash. The Company also issued 357,642 restricted stock units with a grant date fair value of $2.5 million, which are subject to a four-year vesting period and continuing employment. The Company will recognize compensation expense for these restricted stock units over the vesting period. On November 4, 2021, the Audit Committee of the Board of Directors engaged a third party to conduct an independent internal investigation as a result of a whistleblower complaint relating to, among other matters, manufacturing and product compliance practices and procedures with respect to a subset of its photopolymer equipment and materials at its EnvisionTec US LLC facility in Dearborn, Michigan. While the investigation remains on-going, the Company has taken initial actions, including implementing changes in the management of and procedures associated with manufacturing the applicable products. Based on the investigation to date, the Company does not believe the matters involved will have a material impact on the Company, its financial statements or its business. On November 5, 2021, Ali El Siblani notified the Company of his intent to resign as a member of the Company’s Board of Directors and as an employee of the Company in his role as Chief Executive Officer of EnvisionTec US LLC. The decision of Mr. Siblani was not the result of any disagreement relating to the Company’s operations, policies or practices. As of November 12, 2021, based on compliance issues with certain shipments of EnvisionTEC’s Flexcera dental resins and its PCA4000 curing box, the Company has determined that it will notify the FDA and consult with them on the appropriate voluntary market action with respect to these products. The Company does not expect the costs of any such market action to have a material impact on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the U.S Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
COVID-19 Pandemic | COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of a disease caused by a novel strain of the coronavirus (“COVID-19”) to be a pandemic. As of September 30, 2021, the impact of the COVID-19 pandemic continues to unfold and there has been uncertainty and disruption in the global economy and financial markets. The Company has considered the COVID-19 pandemic related impacts on its estimates, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods. The COVID-19 pandemic, as well as the response to mitigate the spread and effects of COVID-19, has impacted the Company and its customers, as well as the demand for its products and services. The impact of COVID-19 on the Company’s operational results in subsequent periods will largely depend on future developments, and cannot be accurately predicted. These developments may include, but are not limited to, new information concerning the severity of COVID-19, the degree of success of actions taken to contain or treat COVID-19 and the reactions by consumers, companies, governmental entities, and capital markets to such actions. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the financial statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020. See the below discussion of changes to the Company’s policies for foreign currency translation, products revenue and services revenue, warranty reserve, intangible assets, asset acquisitions, and contingent consideration, due to 2021 business combinations and asset acquisitions. There have been no other changes to the Company’s significant accounting policies during the first nine months of fiscal year 2021. |
Foreign Currency Translation | Foreign Currency Translation The Company translates assets and liabilities of its foreign subsidiaries from their respective functional currencies to U.S. Dollars at the appropriate spot rates as of the balance sheet date. The functional currency of all wholly owned subsidiaries is U.S. Dollars, except for EnvisionTEC GmbH and Aerosint, for which it is Euros. The functional currency of the Company's operations outside the United States is generally the local currency of the country where the operations are located or U.S. Dollars. The results of operations are translated into U.S. Dollars at a monthly average rate, calculated using daily exchange rates. Differences arising from the translation of opening balance sheets of these entities to the rate at the end of the fiscal period are recognized in accumulated other comprehensive (loss) income. The differences arising from the translation of foreign results at the average rate are also recognized in accumulated other comprehensive (loss) income. Such translation differences are recognized as income or expense in the period in which the Company disposes of the operations. Transactions in foreign currencies are recorded at the rate of exchange at the transaction date. Assets and liabilities resulting from these transactions are translated at the rate of exchange in effect at the balance sheet date. All such differences are recorded in Interest and other income, net in the condensed consolidated statements of operations. |
Product Revenue and Service Revenue | Products Revenue and Services Revenue Products revenue include sales of the Company’s additive manufacturing systems, along with the sale of related accessories and consumables, as well as parts produced by the Company’s direct manufacturing solutions. Consumables are primarily comprised of materials, which are used by the 3D printers during the printing process to produce parts, as well as replacement parts for items consumed during system operations. Certain on-device software is embedded with the hardware and sold with the product bundle and is included within product revenue. Revenue from products is recognized upon transfer of control, which is generally at the point of shipment. Services revenue consists of installation, training, and post-installation hardware and software support, various software solutions the Company offers to facilitate the operation of the Company’s products, and research and development services. The Company offers multiple software products, which are licensed through either a cloud-based solution and/or local software, depending on the product. For the cloud-based solution, which the customer does not have the right to take possession of, the Company provides an annual subscription for customer access which is renewable at expiration. The revenue from the cloud-based solution is recognized ratably over the annual term as the Company considers the services provided under the cloud-based solution to be a series of distinct performance obligations, as the Company provides continuous daily access to the cloud solution. For local software subscriptions, the Company recognizes revenue once the customer has been given access to the software. Revenue under research and development service contracts is generally recognized over time where progress is measured in a manner that reflects the transfer of control of the promised goods or services to the customer. Depending on the facts and circumstances surrounding each research and development service contract, revenue is recognized over time using either an input measure (based on the entity’s direct costs incurred in an effort to satisfy the performance obligations) or an output measure (specifically units or parts delivered, based upon certain customer acceptance and delivery requirements). For certain products, the Company offers customers an optional extended warranty beyond the initial warranty period. The optional extended warranty is accounted for as a service-type warranty. Extended warranty revenue is deferred and recognized on a straight-line basis over the service-type warranty period of the contract and the associated costs are recognized as incurred. Revenue Recognition Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. The amount of consideration is typically a fixed price at the contract inception. Consideration from shipping and handling is recorded on a gross basis within product revenue. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, the Company satisfies a performance obligation Nature of Products and Services The Company sells its products primarily through authorized resellers, independent sales agents, and its own sales force. Revenue from hardware, consumables, and produced parts is recognized upon transfer of control, which is generally at the point of shipment. The Company’s post-installation support is primarily sold through one-year annual contracts and such revenue is recognized ratably over the term of the agreement. Service revenue from installation and training is recognized as performed. The Company’s terms of sale generally provide payment terms that are customary in the countries where the Company transacts business. To reduce credit risk in connection with certain sales, the Company may, depending upon the circumstances, require significant deposits or payment in full prior to shipment. Due to the short-term nature of the Company’s contracts, substantially all of the outstanding performance obligations are recognized within one year. Shipping and handling activities that occur after control over a product has transferred to a customer are accounted for as fulfillment activities rather than performance obligations, as allowed under a practical expedient provided by ASC 606. The shipping and handling fees charged to customers are recognized as revenue and the related costs are included in cost of revenue at the point in time when ownership of the product is transferred to the customer. Sales taxes and value added taxes collected concurrently with revenue generating activities are excluded from revenue. Significant Judgements The Company enters into contracts with customers that can include various combinations of hardware products, software licenses, and services, which are distinct and accounted for as separate performance obligations. Products or services that are promised to a customer can be considered distinct if both of the following criteria are met: (i) the customer can benefit from the products or services either on its own or together with other readily available resources and (ii) the Company’s promise to transfer the products, software, or services to the customer is separately identifiable from other promises in the contract. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgement. Judgement is required to determine the standalone selling price (“SSP”). The transaction price is allocated to each distinct performance obligation on a relative standalone selling price basis and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on historical transaction data of the observable prices of hardware products and consumables sold separately in comparable circumstances to similar customers, observable renewal rates for software and post-installation support, and the Company’s best estimate of the selling price at which the Company would have sold the product regularly on a stand-alone basis for training and installation. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. |
Grants | Grants The Company recognizes grants or subsidies from governments and other organizations when there is reasonable assurance that the Company will comply with any conditions attached to the grant arrangement and the grant will be received. The Company evaluates the conditions of the grant as of each reporting period to ensure that the Company has reached reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant will be received as a result of meeting the necessary conditions. Grants are recognized in the consolidated statements of operations on a systematic basis over the periods in which the Company recognized the related costs for which the grant is intended to compensate. Specifically, when government grants are related to reimbursements for cost operating expenses, the grants are recognized as a reduction of the related expense in the consolidated statements of operations. The Company records grant receivables in the consolidated balance sheets in prepaid expenses and other current assets or other non-current assets, depending on when the amounts are expected to be received from the government agency. Proceeds received from grants prior to expenditures being incurred are recorded as restricted cash as well as other current liabilities or other long-term liabilities, depending on when the Company expects to use the proceeds. The Company classifies in the consolidated statements of cash flows grant proceeds received in advance of spending for qualified expenditures as a cash flow from financing activities, as the proceeds are used to assist in funding future expenditures. Grant proceeds received as reimbursements for operating expenditures previously incurred are classified in cash flows from operating activities. |
Warranty Reserve | Warranty Reserve Substantially all of the Company’s hardware and software products are covered by a standard assurance warranty of one year within the United States and 13 months internationally, and estimated warranty obligations are recorded as an expense at the time of revenue recognition. In the event of a failure of hardware product or software covered by this warranty, the Company will repair or replace the software or hardware product. For certain products, the Company offers customers an optional extended warranty after the initial warranty period. The optional extended warranty is accounted for as a service-type warranty; therefore, costs are recognized as incurred and revenue is recognized over the service-type warranty period. The Company’s warranty reserve reflects estimated material and labor costs for potential or actual product issues in its installed base for which the Company expects to incur an obligation. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. If the data used to calculate the adequacy of the warranty reserve is not indicative of future requirements, additional or reduced warranty reserves may be required. Substantially all of the Company’s produced parts are covered by standard warranties of one |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is included in the determination of net income or loss. Depreciation is expensed using the straight-line method over the estimated useful lives of the assets as follows: Asset Classification Useful Life Equipment 2-20 years Buildings 15 years Automobiles 2-7 years Furniture and fixtures 3-10 years Computer equipment 3 years Tooling 3 years Software 2-3 years Leasehold improvements Shorter of asset’s useful life or remaining life of the lease |
Intangible Assets | Intangible Assets Intangible assets consist of identifiable intangible assets, including developed technology, trade names, and customer relationships, resulting from the Company’s acquisitions. The Company evaluates definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If indicators of impairment are present, the Company then compares the estimated undiscounted cash flows that the specific asset is expected to generate to its carrying value. If such assets are impaired, the impairment recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. To date, there have been no impairments of intangible assets. Intangible assets are amortized over their useful life. |
Asset Acquisitions | Asset Acquisitions Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets that are acquired in an asset acquisition for use in research and development activities which have an alternative future use are capitalized as in-process research and development (“IPR&D”). Acquired IPR&D which has no alternative future use is recorded as research and development expense at acquisition. |
Contingent Consideration | Contingent Consideration Contingent consideration represents potential future payments that the Company may be required to pay in the event negotiated milestones are met in connection with a business acquisition. Contingent consideration is recorded as a liability at the date of acquisition at fair value. The fair value of contingent consideration related to revenue metrics is estimated using a Monte Carlo simulation in a risk-neutral framework. Under this approach, the value of contingent consideration related to revenue metrics is calculated as the average present value of contingent consideration payments over all simulated paths. The fair value of contingent consideration related to technical developments is estimated using a scenario-based approach, which is a special case of the income approach that uses several possible future scenarios. Under this approach, the value of the technical milestone payment is calculated as the probability-weighted payment across all scenarios. Significant increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of the revenue or technical milestones could result in a significantly higher or lower fair value of the contingent consideration liability. The fair value of the contingent consideration at each reporting date is updated by reflecting the changes in fair value reflected within research and development expenses in the Company’s condensed consolidated statements of operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes, Income Taxes Recent Accounting Guidance Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Exchange Act of 1934, as amended, these changes become effective for the Company on January 1, 2022. The Company is currently evaluating the potential impact of these changes on the condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives of the assets | Asset Classification Useful Life Equipment 2-20 years Buildings 15 years Automobiles 2-7 years Furniture and fixtures 3-10 years Computer equipment 3 years Tooling 3 years Software 2-3 years Leasehold improvements Shorter of asset’s useful life or remaining life of the lease |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Acquisition [Line Items] | |
Schedule of proforma financial information is based on the historical financial statements | The following pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisitions of EnvisionTEC, Adaptive 3D, Aerosint, Dental Arts Labs, and A.I.D.R.O. had occurred on January 1, 2020 (in thousands): Nine Months Ended September 30, 2021 2020 Net revenues $ 84,030 $ 66,485 Net income (loss) $ (174,362) $ (74,476) |
Schedule of reconciliation of business combination to Statement of Cash Flows and Statement of Changes in Equity | Recapitalization Cash – Trine's trust and cash (net of redemptions) $ 305,084,695 Cash – PIPE financing 274,975,000 Less: transaction costs and advisory fees paid (45,463,074) Net proceeds from reverse recapitalization 534,596,621 Plus: non-cash net liabilities assumed 1 (152,394,714) Less: accrued transaction costs and advisory fees (1,900,793) Net contributions from reverse recapitalization $ 380,301,114 (1) |
Schedule of number of shares issued on consummation of business combination | Number of Shares Common stock, outstanding prior to Business Combination 30,015,000 Less: redemption of Trine shares (26,049) Common stock of Trine 29,988,951 Trine Founder Shares 5,552,812 Trine Director Shares 100,000 Shares issued in PIPE financing 27,497,500 Business Combination and PIPE financing shares 63,139,263 Legacy Desktop Metal shares (1) 161,487,334 Total shares of common stock immediately after Business Combination 224,626,597 (1) |
Acquisition of EnvisionTEC | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 143,788 Equity consideration 159,847 Total consideration transferred $ 303,635 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At February 16, 2021 Assets acquired: Cash and cash equivalents $ 859 Restricted cash 5,004 Accounts receivable 2,982 Inventory 8,852 Prepaid expenses and other current assets 1,081 Restricted cash - noncurrent 285 Property and equipment 1,440 Intangible assets 137,300 Other noncurrent assets 1,801 Total assets acquired $ 159,604 Liabilities assumed: Accounts payable $ 1,443 Customer deposits 2,461 Current portion of lease liability 605 Accrued expenses and other current liabilities 13,711 Liability for income taxes 480 Deferred revenue 300 Current portion of long-term debt 898 Long-term debt 285 Deferred tax liability 32,966 Lease liability, net of current portion 1,189 Total liabilities assumed $ 54,338 Net assets acquired $ 105,266 Goodwill $ 198,369 Total net assets acquired $ 303,635 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Acquired technology $ 77,800 7 – 12 years Trade name 8,600 13 years Customer relationships 50,900 10 years Total intangible assets $ 137,300 |
Adaptive 3D Technologies Inc | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 24,083 Equity consideration 37,693 Total consideration transferred $ 61,776 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At May 7, 2021 Assets acquired: Cash and cash equivalents $ 2,852 Restricted cash 4,046 Accounts receivable 504 Inventory 305 Prepaid expenses and other current assets 462 Property and equipment 558 Intangible assets 27,300 Other noncurrent assets 654 Total assets acquired $ 36,681 Liabilities assumed: Accounts payable $ 280 Customer deposits Current portion of lease liability 151 Accrued expenses and other current liabilities 4,146 PPP loan payable 311 Deferred revenue 12 Lease liability, net of current portion 502 Deferred tax liability 4,768 Total liabilities assumed $ 10,170 Net assets acquired $ 26,511 Goodwill $ 35,265 Total net assets acquired $ 61,776 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Acquired technology $ 27,000 14 years Trade name 300 5 years Total intangible assets $ 27,300 |
Aerosint | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 6,220 Equity consideration 11,448 Contingent consideration 6,083 Total consideration transferred $ 23,751 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At June 24, 2021 Assets acquired: Cash and cash equivalents $ 419 Accounts receivable 34 Inventory 166 Prepaid expenses and other current assets 697 Property and equipment 369 Intangible assets 11,726 Other noncurrent assets 336 Total assets acquired $ 13,747 Liabilities assumed: Accounts payable $ 58 Customer deposits 283 Current portion of lease liability 100 Accrued expenses and other current liabilities 169 Deferred revenue 810 Lease liability, net of current portion 226 Deferred tax liability 2,931 Total liabilities assumed $ 4,577 Net assets acquired $ 9,170 Goodwill $ 14,581 Total net assets acquired $ 23,751 |
Schedule of estimated useful life of identifiable intangible assets acquired | The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Acquired technology $ 11,547 11.5 years Trade name 179 4.5 years Total intangible assets $ 11,726 |
Dental Arts Labs | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 26,292 Total consideration transferred $ 26,292 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At July 30, 2021 Assets acquired: Cash and cash equivalents $ 858 Accounts receivable 3,707 Inventory 2,438 Prepaid expenses and other current assets 3,853 Property and equipment 8,643 Intangible assets 5,000 Other noncurrent assets 4,636 Total assets acquired $ 29,135 Liabilities assumed: Accounts payable $ 1,949 Current portion of lease liability 535 Accrued expenses and other current liabilities 1,795 Current portion of long‑term debt 3,888 Long‑term debt 3 Lease liability, net of current portion 3,762 Total liabilities assumed $ 11,932 Net assets acquired $ 17,203 Goodwill $ 9,089 Total net assets acquired $ 26,292 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Trade name $ 1,300 9.5 years Customer relationships 3,700 10.5 years Total intangible assets $ 5,000 |
AIDRO | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 5,649 Total consideration transferred $ 5,649 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At September 7, 2021 Assets acquired: Cash and cash equivalents $ 855 Accounts receivable 966 Inventory 906 Prepaid expenses and other current assets 412 Property and equipment 691 Intangible assets 1,080 Other noncurrent assets 1,100 Total assets acquired $ 6,010 Liabilities assumed: Accounts payable $ 1,307 Current portion of lease liability 72 Accrued expenses and other current liabilities 508 Current portion of long-term debt, net of deferred financing costs 138 Long‑term debt 764 Lease liability, net of current portion 750 Deferred tax liability 75 Other noncurrent liabilities 228 Total liabilities assumed $ 3,842 Net assets acquired $ 2,168 Goodwill $ 3,481 Total net assets acquired $ 5,649 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Trade name 142 4 years Customer Relationships 938 15 years Total intangible assets $ 1,080 |
CASH EQUIVALENTS AND SHORT-TE_2
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | |
Schedule of cash equivalents and short-term investments | The Company’s cash equivalents and short-term investments are invested in the following (in thousands): September 30, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 126,086 $ — $ — $ 126,086 Total cash equivalents 126,086 — — 126,086 Commercial paper 128,825 — — 128,825 Corporate bonds 86,913 — (14) 86,899 Government bonds 36,524 — (4) 36,520 Asset-backed securities 24,830 1 (3) 24,828 Total short-term investments 277,092 1 (21) 277,072 Total cash equivalents and short-term investments $ 403,178 $ 1 $ (21) $ 403,158 December 31, 2020 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 75,374 $ — $ — $ 75,374 Money market funds 407,512 — — 407,512 Total cash equivalents 482,886 — — 482,886 U.S. Treasury securities 19,995 2 — 19,997 Commercial paper 43,911 — — 43,911 Corporate bonds 47,970 — (11) 47,959 Total short-term investments 111,876 2 (11) 111,867 Total cash equivalents and short-term investments $ 594,762 $ 2 $ (11) $ 594,753 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial assets measured at fair value on a recurring basis | The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands): September 30, 2021 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Items Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 126,086 $ — $ — $ 126,086 Commercial paper — 128,825 — 128,825 Corporate bonds — 86,899 — 86,899 Government bonds — 36,520 — 36,520 Asset-backed securities — 24,828 — 24,828 Equity securities — — 15,200 15,200 Company-owned life insurance cash surrender value — 330 — 330 Other investments — — 7,259 7,259 Total assets $ 126,086 $ 277,402 $ 22,459 $ 425,947 Liabilities: Contingent consideration $ — $ — $ 5,917 $ 5,917 Total liabilities $ — $ — $ 5,917 $ 5,917 December 31, 2020 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Items Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 407,512 $ — $ — $ 407,512 Commercial paper — 119,285 — 119,285 Corporate bonds — 47,959 — 47,959 U.S. Treasury securities 19,997 — — 19,997 Other investments — — 3,000 3,000 Total assets $ 427,509 $ 167,244 $ 3,000 $ 597,753 Liabilities: Private Placement Warrants $ — $ — $ 93,328 $ 93,328 Total liabilities $ — $ — $ 93,328 $ 93,328 |
Schedule of Level 3 assets measured at fair value | The following table presents information about the Company’s movement in Level 3 assets measured at fair value (in thousands): Nine Months Ended September 30, 2021 2020 Balance at beginning of period $ 3,000 $ — Additions 23,620 — Changes in fair value (4,161) — Balance at end of period $ 22,459 $ — |
Schedule of Level 3 liabilities measured at fair value | The following table presents information about the Company’s movement in Level 3 liabilities measured at fair value (in thousands): Nine Months Ended September 30, 2021 2020 Balance at beginning of period $ 93,328 $ — Additions 6,558 — Changes in fair value 59,022 — Foreign currency translation (167) Exercise of private placement warrants (149,904) — Disposals (2,920) Balance at end of period $ 5,917 $ — |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
ACCOUNTS RECEIVABLE | |
Schedule of accounts receivable | The components of accounts receivable are as follows (in thousands): September 30, December 31, 2021 2020 Trade receivables $ 23,257 $ 7,016 Allowance for doubtful accounts (379) (500) Total accounts receivable $ 22,878 $ 6,516 |
Schedule of allowance for doubtful accounts | The following table summarizes activity in the allowance for doubtful accounts (in thousands): September 30, December 31, 2021 2020 Balance at beginning of period $ 500 $ 199 Provision for uncollectible accounts (316) 377 Uncollectible accounts written off 195 (76) Balance at end of period $ 379 $ 500 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
INVENTORY | |
Schedule of Inventory | Inventory consists of the following (in thousands): September 30, December 31, 2021 2020 Raw materials $ 9,208 $ — Work in process 5,124 2,896 Finished goods 18,398 6,812 Total inventory $ 32,730 $ 9,708 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
Schedule of Prepaid expenses and other current assets | Prepaid expenses and other current assets consists of the following (in thousands): September 30, December 31, 2021 2020 Prepaid operating expenses 2,388 68 Prepaid dues and subscriptions 1,360 189 Prepaid insurance 943 121 Prepaid taxes 827 — Government grants receivable 493 — Escrow deposits 311 — Prepaid rent 176 118 Deferred cost of goods sold — 454 Other 752 26 Total prepaid expenses and other current assets $ 7,250 $ 976 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment-net | Property and equipment, net consists of the following (in thousands): September 30, December 31, 2021 2020 Equipment $ 22,061 $ 13,708 Land and buildings 3,515 — Automobiles 840 — Furniture and fixtures 1,399 895 Computer equipment 1,257 1,089 Tooling 1,938 1,805 Software 1,532 1,249 Leasehold improvements 15,026 13,870 Construction in process 1,916 879 Property and equipment, gross 49,484 33,495 Less: accumulated depreciation (25,702) (21,335) Total property and equipment, net $ 23,782 $ 12,160 |
GOODWILL & INTANGIBLE ASSETS (T
GOODWILL & INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
GOODWILL & INTANGIBLE ASSETS | |
Schedule of goodwill activity | Goodwill Balance at December 31, 2019 $ 2,252 Balance at December 31, 2020 $ 2,252 Acquisition of EnvisionTEC 198,369 Acquisition of Adaptive3D 35,265 Acquisition of Aerosint 14,581 Acquisition of Dental Arts Labs 9,089 Acquisition of A.I.D.R.O. 3,481 Foreign currency translation adjustment (694) Balance at September 30, 2021 $ 262,343 |
Schedule of intangible assets | Intangible assets consisted of the following (in thousands): Accumulated Balance Gross Value Estimated Life Amortization September 30, 2021 Acquired technology $ 126,285 5 – 12 years $ 8,423 $ 117,862 Trade name 10,515 4 – 13 years 474 10,041 Customer relationships 55,392 10 – 10.5 years 3,166 52,226 Total intangible assets $ 192,192 $ 12,063 $ 180,129 |
Schedule of future amortization expense | The Company expects to recognize the following amortization expense (in thousands): Amortization 2021 (remaining 3 months) $ 4,446 2022 19,099 2023 20,800 2024 21,160 2025 21,545 2026 and after 93,079 Total intangible amortization $ 180,129 |
OTHER NONCURRENT ASSETS (Tables
OTHER NONCURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
OTHER NONCURRENT ASSETS | |
Schedule of components of other non current assets | The following table summarizes the Company’s components of other noncurrent assets (in thousands): September 30, December 31, 2021 2020 Right of use asset $ 9,635 $ 1,810 Long-term deposits 331 69 Company-owned life insurance cash surrender value 330 — Other investments 7,259 3,000 Other 124 — Total other noncurrent assets $ 17,679 $ 4,879 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of Accrued Expenses and Other Current Liabilities | The following table summarizes the Company’s components of accrued expenses and other current liabilities (in thousands): September 30, December 31, 2021 2020 Compensation and benefits related $ 9,689 $ 2,068 Professional services 2,039 2,508 Warranty reserve 2,435 1,553 Contingent consideration 1,390 — Acquisition consideration 750 — Inventory purchases 352 86 Franchise and royalty fees 264 159 Sales and use and franchise taxes 215 586 Income tax payable 71 — Other 3,481 605 Total accrued expenses and other current liabilities $ 20,686 $ 7,565 |
Warranty Reserve Rollforward | Warranty reserve consisted of the following (in thousands): 2021 2020 Warranty reserve, at the beginning of the period $ 1,553 $ 1,491 Warranty reserve assumed in acquisition 490 — Additions to warranty reserve 1,390 346 Claims fulfilled (998) (284) Warranty reserve, at the end of the period $ 2,435 $ 1,553 |
OTHER NONCURRENT LIABILITIES (T
OTHER NONCURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
OTHER NONCURRENT LIABILITIES | |
Components of other noncurrent liabilities | The following table summarizes the Company’s components of other noncurrent liabilities (in thousands): September 30, December 31, 2021 2020 Taxes payable $ 1,188 $ — Other 229 — Total other noncurrent liabilities $ 1,417 $ — |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
LEASES | |
Schedule of other lease related balances | Information about other lease-related balances is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Lease cost Operating lease cost $ 593 $ 187 $ 1,338 $ 561 Finance lease cost 1 — 2 — Short‑term lease cost 37 — 82 3 Variable lease cost 46 18 131 30 Total lease cost $ 677 $ 205 $ 1,553 $ 594 Other Information Operating cash flows used in operating leases $ 673 $ 269 $ 1,572 $ 805 Operating cash flows used in finance leases 2 — 4 — Weighted‑average remaining lease term—operating leases (years) 4.8 3.5 4.8 3.5 Weighted‑average remaining lease term—finance leases (years) 8.5 — 8.5 — Weighted‑average discount rate—operating leases 4.2 % 7.6 % 4.2 % 7.6 Weighted‑average discount rate—finance leases 1.5 % — % 1.5 % — % |
Schedule of future minimum lease payments | Future minimum lease payments under noncancelable operating leases, including immaterial future minimum lease payments under finance leases, at September 30, 2021, are as follows (in thousands): Operating Leases Finance Leases 2021 (remaining 3 months) $ 738 $ 1 2022 2,943 77 2023 2,741 78 2024 1,319 75 2025 780 75 2026 and after 2,097 484 Total lease payments 10,618 790 Less amount representing interest (929) — Total lease liability 9,689 790 Less current portion of lease liability (2,619) (58) Lease liability, net of current portion $ 7,070 732 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of warrants-pricing model | Nine Months Ended September 30, 2020 Risk‑free interest rate 2.0 % Expected volatility 52.5 % Expected life (in years) 7.8 Expected dividend yield — Fair value of Common Stock $ 3.34 |
Private Placement Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of warrants-pricing model | Nine Months Ended September 30, 2021 Risk‑free interest rate 0.4% – 0.6 % Expected volatility 55.0 % Expected life (in years) 4.8 Expected dividend yield — Fair value of Common Stock $ 19.82 – 30.49 Exercise price $ 11.50 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of option activity | Weighted-Average Weighted-Average Remaining Aggregate Number of Exercise Price Contractual Term Intrinsic Value Shares per Share (in years) (in thousands) Outstanding at January 1, 2021 19,553 $ 1.53 7.75 $ 306,408 Granted — $ — Exercised (4,462) $ 1.17 Forfeited/expired (591) $ 1.45 Outstanding at September 30, 2021 14,500 $ 1.64 7.32 $ 80,166 Options vested at September 30, 2021 9,062 $ 1.72 6.50 $ 49,349 Options vested or expected to vest at September 30, 2021 13,942 $ 1.65 7.26 $ 76,947 |
Schedule of RSU activity | RSU activity under the 2020 Plan for the nine months ended September 30, 2021 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2021 683 $ 8.02 Granted 7,983 $ 12.53 Vested (304) $ 11.63 Cancelled/Forfeited (51) $ 13.01 Balance of unvested shares as of September 30, 2021 8,311 $ 12.24 |
RSU activity under the Plan | The activity for stock subject to vesting as of September 30, 2021 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2021 280 $ 4.08 Issuance of additional shares 476 $ 8.78 Vested (408) $ 6.84 Balance of unvested shares as of September 30, 2021 348 $ 7.27 |
Schedule of stock-based compensation expense | Total stock-based compensation expense related to all of the Company’s stock-based awards granted is reported in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 4,450 $ 893 $ 7,205 $ 2,176 General and administrative expense 3,138 616 5,332 1,070 Sales and marketing expense 1,732 294 2,653 715 Cost of sales 631 92 977 267 Total stock-based compensation expenses $ 9,951 $ 1,895 $ 16,167 $ 4,228 |
Consultant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions using Black-Scholes option-pricing model | Nine Months Ended September 30, 2020 Risk‑free interest rate 0.8 % Expected volatility 54.3 % Expected life (in years) 10.0 Expected dividend yield — Fair value of Common Stock $ 3.34 |
Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions using Black-Scholes option-pricing model | Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Risk‑free interest rate 0.3 % – 1.7 % 0.3 % – 1.7 % Expected volatility 52.7 % – 54.2 % 52.7 % – 54.2 % Expected life (in years) 5.9 – 6.3 5.9 – 6.3 Expected dividend yield — — Fair value of Common Stock $ 3.34 $ 3.34 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SEGMENT INFORMATION | |
Schedule of disaggregation of revenue by geographic areas | Disaggregated revenue data for those markets is as follows (in thousands): Revenue for the three months ended September 30, 2021 Americas EMEA APAC Total Products $ 17,556 $ 5,031 $ 1,362 $ 23,949 Services 1,005 327 157 1,489 Total $ 18,561 $ 5,358 $ 1,519 $ 25,438 Revenue for the three months ended September 30, 2020 Americas EMEA APAC Total Products $ 857 $ 249 $ 782 $ 1,888 Services 353 232 54 639 Total $ 1,210 $ 481 $ 836 $ 2,527 Revenue for the nine months ended September 30, 2021 Americas EMEA APAC Total Products $ 33,907 $ 11,326 $ 6,587 $ 51,820 Services 2,615 923 370 3,908 Total $ 36,522 $ 12,249 $ 6,957 $ 55,728 Revenue for the nine months ended September 30, 2020 Americas EMEA APAC Total Products $ 2,372 $ 2,411 $ 1,330 $ 6,113 Services 962 888 138 1,988 Total $ 3,334 $ 3,299 $ 1,468 $ 8,101 |
Schedule of disaggregation of revenue | During the three and nine months ended September 30, 2021 and 2020, the Company recognized the following revenue from service contracts and cloud-based software licenses over time, and hardware and consumable product shipments and subscription software at a point in time (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue recognized at a point in time $ 23,949 $ 1,888 $ 51,820 $ 6,113 Revenue recognized over time 1,489 639 3,908 1,988 Total $ 25,438 $ 2,527 $ 55,728 $ 8,101 |
Schedule of long lived assets | The Company’s operations are principally in the United States. The locations of long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, are summarized as follows (in thousands): September 30, December 31, 2021 2020 Americas $ 29,625 $ 12,160 EMEA 3,763 — Total long-lived assets $ 33,388 $ 12,160 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
NET LOSS PER SHARE | |
Schedule of Net Loss Per Share, Basic and Diluted | Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator for basic and diluted net loss per share: Net loss attributable to Common Stockholders $ (66,879) $ (19,457) $ (169,167) $ (65,027) Denominator for basic and diluted net loss per share: Weighted-average shares 260,556 159,968 251,468 158,121 Net loss per share—Basic and Diluted $ (0.26) $ (0.12) $ (0.67) $ (0.41) |
Schedule of antidilutive securities excluded from computation of earnings per share | The Company excluded the following potential common shares, presented based on amounts outstanding as of September 30, 2021 and 2020, from the computation of diluted net loss per share attributable to common stockholders because including them would have an anti-dilutive effect (in thousands): Nine Months Ended September 30, 2021 2020 Common Stock options outstanding 14,500 12,964 Unvested restricted stock units outstanding 8,311 — Unvested restricted stock awards outstanding 348 1,317 Common Stock warrants outstanding — 619 Total shares 23,159 14,900 |
ORGANIZATION, NATURE OF BUSIN_2
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES (Details) $ / shares in Units, $ in Millions | Nov. 12, 2021USD ($)$ / sharesshares | Dec. 09, 2020$ / sharesshares | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of months cash and Investments sufficient to fund operating and capital expenditure | 12 months | |||
Trine | ||||
Exchange ratio | 1.22122 | |||
Common stock issued for acquisition | shares | 161,487,334 | |||
ExOne Company | ||||
Aggregate purchase price | $ | $ 601.2 | |||
Paid in cash | $ | $ 191.4 | |||
Common stock issued for acquisition | shares | 48,218,063 | |||
Fair value of stock | $ | $ 409.8 | |||
Number of incentive stock options granted | shares | 86,020 | |||
Weighted average exercise price of incentive stock options | $ / shares | $ 4.47 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Term of annual contract | 1 year |
Time period within substantially all outstanding performance obligations are recognized | true |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty Reserve (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies [Line Items] | |
Internationally warranty period | 13 months |
Standard assurance warranty period | 1 year |
Minimum | |
Significant Accounting Policies [Line Items] | |
Standard product warranty period | 1 year |
Maximum | |
Significant Accounting Policies [Line Items] | |
Standard product warranty period | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Automobiles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Automobiles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Tooling | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Impairment of intangible assets | $ 0 |
ACQUISITIONS - Acquisition of E
ACQUISITIONS - Acquisition of EnvisionTEC (Details) - USD ($) $ in Thousands | Feb. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Liabilities assumed: | |||||
Goodwill | $ 262,343 | $ 2,252 | $ 2,300 | $ 2,252 | |
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 192,192 | ||||
Acquired technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 126,285 | ||||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 10,515 | ||||
Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 55,392 | ||||
Acquisition of EnvisionTEC | |||||
Assets acquired: | |||||
Cash and cash equivalents | $ 859 | ||||
Restricted cash | 5,004 | ||||
Accounts receivable | 2,982 | ||||
Inventory | 8,852 | ||||
Prepaid expenses and other current assets | 1,081 | ||||
Restricted cash - noncurrent | 285 | ||||
Property and equipment | 1,440 | ||||
Intangible assets | 137,300 | ||||
Other noncurrent assets | 1,801 | ||||
Total assets acquired | 159,604 | ||||
Liabilities assumed: | |||||
Accounts payable | 1,443 | ||||
Customer deposits | 2,461 | ||||
Current portion of lease liability | 605 | ||||
Accrued expenses and other current liabilities | 13,711 | ||||
Liability for income taxes | 480 | ||||
Deferred revenue | 300 | ||||
Current portion of long-term debt | 898 | ||||
Long-term debt | 285 | ||||
Deferred tax liability | 32,966 | ||||
Lease liability, net of current portion | 1,189 | ||||
Total liabilities assumed | 54,338 | ||||
Net assets acquired | 105,266 | ||||
Goodwill | 198,369 | 36,600 | |||
Total net assets acquired | 303,635 | ||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 137,300 | ||||
Payment to acquire business | 143,788 | ||||
Value of stock issued for acquisition | $ 159,847 | ||||
Common stock issued for acquisition | 5,036,142 | ||||
Purchase consideration | $ 303,635 | ||||
Common stock fair value issued for acquisition | 159,800 | ||||
Transaction costs | 4,800 | ||||
Net revenues included in consolidated result | 24,200 | ||||
Net income (loss) included in consolidated result | $ (8,200) | ||||
Acquisition of EnvisionTEC | Acquired technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 77,800 | ||||
Acquisition of EnvisionTEC | Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | $ 8,600 | ||||
Estimated Life | 13 years | ||||
Acquisition of EnvisionTEC | Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | $ 50,900 | ||||
Estimated Life | 10 years | ||||
Minimum | Acquisition of EnvisionTEC | Acquired technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Estimated Life | 7 years | ||||
Maximum | Acquisition of EnvisionTEC | Acquired technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Estimated Life | 12 years |
ACQUISITIONS - Acquisition of A
ACQUISITIONS - Acquisition of Adaptive 3D (Details) - USD ($) $ in Thousands | May 07, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | $ 192,192 | ||||
Liabilities assumed: | |||||
Goodwill | 262,343 | $ 2,252 | $ 2,300 | $ 2,252 | |
Acquired technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 126,285 | ||||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 10,515 | ||||
Adaptive 3D Technologies Inc | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Purchase consideration | $ 61,776 | ||||
Payment to acquire business | 24,083 | ||||
Value of stock issued for acquisition | $ 37,693 | ||||
Common stock issued for acquisition | 3,133,276 | ||||
Common stock fair value issued for acquisition | $ 37,700 | ||||
Gross Value | 27,300 | ||||
Transaction costs | 300 | ||||
Net revenues included in consolidated result | 600 | ||||
Net income (loss) included in consolidated result | (2,800) | ||||
Assets acquired: | |||||
Cash and cash equivalents | 2,852 | ||||
Restricted cash | 4,046 | ||||
Accounts receivable | 504 | ||||
Inventory | 305 | ||||
Prepaid expenses and other current assets | 462 | ||||
Property and equipment | 558 | ||||
Intangible assets | 27,300 | ||||
Other noncurrent assets | 654 | ||||
Total assets acquired | 36,681 | ||||
Liabilities assumed: | |||||
Accounts payable | 280 | ||||
Current portion of lease liability | 151 | ||||
Accrued expenses and other current liabilities | 4,146 | ||||
Deferred revenue | 12 | ||||
Lease liability, net of current portion | 502 | ||||
Deferred tax liability | 4,768 | ||||
Total liabilities assumed | 10,170 | ||||
Net assets acquired | 26,511 | ||||
Goodwill | 35,265 | ||||
Total net assets acquired | 61,776 | ||||
Adaptive 3D Technologies Inc | Paycheck Protection Program | |||||
Liabilities assumed: | |||||
Long-term debt | 311 | $ 300 | |||
Adaptive 3D Technologies Inc | Acquired technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | $ 27,000 | ||||
Estimated Life | 14 years | ||||
Adaptive 3D Technologies Inc | Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | $ 300 | ||||
Estimated Life | 5 years |
ACQUISITIONS - Acquisition of_2
ACQUISITIONS - Acquisition of Aerosint (Details) - USD ($) $ in Thousands | Jun. 24, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Combination, Consideration Transferred [Abstract] | |||||
Current portion of contingent consideration | $ 1,390 | ||||
Contingent consideration, net of current portion | 4,528 | ||||
Gross Value | 192,192 | ||||
Liabilities assumed: | |||||
Goodwill | 262,343 | $ 2,252 | $ 2,300 | $ 2,252 | |
Acquired technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 126,285 | ||||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | 10,515 | ||||
Aerosint | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Purchase consideration | $ 23,751 | ||||
Payment to acquire business | 6,220 | ||||
Value of stock issued for acquisition | $ 11,448 | ||||
Common stock issued for acquisition | 879,922 | ||||
Common stock fair value issued for acquisition | $ 11,500 | ||||
Period to achieve revenue metrics and technical milestone | 3 years | ||||
Fair value of contingent consideration | $ 6,083 | ||||
Current portion of contingent consideration | 1,400 | ||||
Contingent consideration based on revenue metric | 5,500 | ||||
Fair value of contingent consideration based on revenue metric | 4,600 | 4,500 | |||
Contingent consideration based on production technical milestones | 2,000 | ||||
Fair value of contingent consideration based on production technical milestone | 1,500 | 1,400 | |||
Fair value of the short-term liability | 1,400 | ||||
Fair value of the long-term liability | 4,700 | ||||
Gross Value | 11,726 | ||||
Transaction costs | 900 | ||||
Net income (loss) included in consolidated result | $ (200) | ||||
Assets acquired: | |||||
Cash and cash equivalents | 419 | ||||
Accounts receivable | 34 | ||||
Inventory | 166 | ||||
Prepaid expenses and other current assets | 697 | ||||
Property and equipment | 369 | ||||
Intangible assets | 11,726 | ||||
Other noncurrent assets | 336 | ||||
Total assets acquired | 13,747 | ||||
Liabilities assumed: | |||||
Accounts payable | 58 | ||||
Customer deposits | 283 | ||||
Current portion of lease liability | 100 | ||||
Accrued expenses and other current liabilities | 169 | ||||
Deferred revenue | 810 | ||||
Lease liability, net of current portion | 226 | ||||
Deferred tax liability | 2,931 | ||||
Total liabilities assumed | 4,577 | ||||
Net assets acquired | 9,170 | ||||
Goodwill | 14,581 | ||||
Total net assets acquired | 23,751 | ||||
Aerosint | Acquired technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | $ 11,547 | ||||
Estimated Life | 11 years 6 months | ||||
Aerosint | Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross Value | $ 179 | ||||
Estimated Life | 4 years 6 months |
ACQUISITIONS - Acquisition of D
ACQUISITIONS - Acquisition of Dental Arts Labs (Details) - USD ($) $ in Thousands | Jul. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | $ 192,192 | $ 192,192 | ||||
Liabilities assumed: | ||||||
Goodwill | 262,343 | $ 262,343 | $ 2,252 | $ 2,300 | $ 2,252 | |
Restricted Stock Units | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Issuance of additional shares (in shares) | 7,983,000 | |||||
Vesting period | 4 years | |||||
Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | 10,515 | $ 10,515 | ||||
Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | 55,392 | $ 55,392 | ||||
Dental Arts Labs | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Purchase consideration | $ 26,292 | |||||
Payment to acquire business | 26,292 | |||||
Gross Value | 5,000 | |||||
Transaction costs | 600 | |||||
Net revenues included in consolidated result | 5,600 | |||||
Net income (loss) included in consolidated result | $ (400) | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 858 | |||||
Accounts receivable | 3,707 | |||||
Inventory | 2,438 | |||||
Prepaid expenses and other current assets | 3,853 | |||||
Property and equipment | 8,643 | |||||
Intangible assets | 5,000 | |||||
Other noncurrent assets | 4,636 | |||||
Total assets acquired | 29,135 | |||||
Liabilities assumed: | ||||||
Accounts payable | 1,949 | |||||
Current portion of lease liability | 535 | |||||
Accrued expenses and other current liabilities | 1,795 | |||||
Current portion of long-term debt | 3,888 | |||||
Long-term debt | 3 | |||||
Lease liability, net of current portion | 3,762 | |||||
Total liabilities assumed | 11,932 | |||||
Net assets acquired | 17,203 | |||||
Goodwill | 9,089 | |||||
Total net assets acquired | $ 26,292 | |||||
Dental Arts Labs | Restricted Stock Units | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Issuance of additional shares (in shares) | 1,190,468 | |||||
Grant date fair value of stock issued for acquisition | $ 11,000 | |||||
Vesting period | 4 years | |||||
Dental Arts Labs | Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | $ 1,300 | |||||
Estimated Life | 9 years 6 months | |||||
Dental Arts Labs | Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | $ 3,700 | |||||
Estimated Life | 10 years 6 months |
ACQUISITIONS - Acquisition of_3
ACQUISITIONS - Acquisition of A.I.D.R.O. (Details) - USD ($) $ in Thousands | Sep. 07, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | $ 192,192 | $ 192,192 | ||||
Liabilities assumed: | ||||||
Goodwill | 262,343 | $ 262,343 | $ 2,252 | $ 2,300 | $ 2,252 | |
Restricted Stock Units | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Issuance of additional shares (in shares) | 7,983,000 | |||||
Vesting period | 4 years | |||||
Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | 10,515 | $ 10,515 | ||||
Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | 55,392 | $ 55,392 | ||||
AIDRO | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Purchase consideration | $ 5,649 | |||||
Payment to acquire business | 5,649 | |||||
Payments to acquire businesses, net of escrow deposit | 4,800 | |||||
Amount deposited in escrow account | 800 | |||||
Gross Value | 1,080 | |||||
Transaction costs | 400 | |||||
Net revenues included in consolidated result | $ 400 | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 855 | |||||
Accounts receivable | 966 | |||||
Inventory | 906 | |||||
Prepaid expenses and other current assets | 412 | |||||
Property and equipment | 691 | |||||
Intangible assets | 1,080 | |||||
Other noncurrent assets | 1,100 | |||||
Total assets acquired | 6,010 | |||||
Liabilities assumed: | ||||||
Accounts payable | 1,307 | |||||
Current portion of lease liability | 72 | |||||
Accrued expenses and other current liabilities | 508 | |||||
Current portion of contingent consideration | 138 | |||||
Long-term debt | 764 | |||||
Lease liability, net of current portion | 750 | |||||
Deferred tax liability | 75 | |||||
Total liabilities assumed | 3,842 | |||||
Other noncurrent liabilities | 228 | |||||
Net assets acquired | 2,168 | |||||
Goodwill | 3,481 | |||||
Total net assets acquired | $ 5,649 | |||||
AIDRO | Restricted Stock Units | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Issuance of additional shares (in shares) | 364,050 | |||||
Grant date fair value of stock issued for acquisition | $ 3,200 | |||||
Vesting period | 4 years | |||||
AIDRO | Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | $ 142 | |||||
Estimated Life | 4 years | |||||
AIDRO | Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross Value | $ 938 | |||||
Estimated Life | 15 years |
ACQUISITIONS - Acquisition of M
ACQUISITIONS - Acquisition of Meta Additive Ltd (Details) - USD ($) $ in Millions | Sep. 09, 2021 | Sep. 30, 2021 |
Restricted Stock Units | ||
Business Combination, Consideration Transferred [Abstract] | ||
Issuance of additional shares (in shares) | 7,983,000 | |
Vesting period | 4 years | |
Meta Additive | ||
Business Combination, Consideration Transferred [Abstract] | ||
Payment to acquire business | $ 15.2 | |
Transaction costs | $ 0.2 | |
Meta Additive | Restricted Stock Units | ||
Business Combination, Consideration Transferred [Abstract] | ||
Issuance of additional shares (in shares) | 1,101,592 | |
Grant date fair value of stock issued for acquisition | $ 9 | |
Vesting period | 4 years |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Pro forma financial information | ||
Net revenues | $ 84,030 | $ 66,485 |
Net income (loss) | $ (174,362) | $ (74,476) |
ACQUISITIONS - Business Combina
ACQUISITIONS - Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity (Details) - Trine | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Cash - Trine's trust and cash (net of redemptions) | $ 305,084,695 |
Cash - PIPE financing | 274,975,000 |
Less: transaction costs and advisory fees paid | (45,463,074) |
Net proceeds from reverse recapitalization | 534,596,621 |
Plus: non-cash net liabilities assumed | (152,394,714) |
Less: accrued transaction costs and advisory fees | (1,900,793) |
Net contributions from reverse recapitalization | 380,301,114 |
Non cash warrant liabilities assumed | $ 149,700,000 |
ACQUISITIONS - Business Combi_2
ACQUISITIONS - Business Combination common shares issued (Details) | Dec. 09, 2020D$ / sharesshares | Dec. 31, 2020shares |
Business Acquisition [Line Items] | ||
Number of trading days | D | 20 | |
Number of days window by fifth anniversary of business combination | D | 30 | |
Tranche One | ||
Business Acquisition [Line Items] | ||
Trine Founder Shares | 5,552,812 | |
Vesting percentage | 75.00% | |
Tranche Two | ||
Business Acquisition [Line Items] | ||
Trine Founder Shares | 1,850,938 | |
Vesting percentage | 25.00% | |
Trine | ||
Business Acquisition [Line Items] | ||
BALANCE (in shares) | 30,015,000 | |
Less: redemption of Trine shares | (26,049) | |
Common stock of Trine | 29,988,951 | |
Trine Founder Shares | 5,552,812 | 7,403,750 |
Trine Director Shares | 100,000 | |
Shares issued in PIPE | 27,497,500 | |
Business Combination and PIPE financing shares | 63,139,263 | |
Legacy Desktop Metal shares (1) | 161,487,334 | |
BALANCE (in shares) | 224,626,597 | |
Share price | $ / shares | $ 12.50 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | Jun. 10, 2021USD ($)shares | Dec. 09, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021$ / sharesshares |
Business Acquisition [Line Items] | ||||
Shares authorized | shares | 550,000,000 | |||
Common Stock, Shares Authorized | shares | 500,000,000 | 500,000,000 | 500,000,000 | |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | |
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
2021 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ | $ 6,100,000 | |||
Asset Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 334,370 | |||
Asset Acquisition, Payment made at Closing | $ | $ 200,000 | |||
Additional payment | $ | $ 1,000,000 | |||
Vesting period | 3 years | |||
2021 Acquisitions | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ | $ 4,300,000 | |||
Trine | ||||
Business Acquisition [Line Items] | ||||
Exchange ratio | 1.22122 | |||
Shares issued in PIPE | shares | 27,497,500 | |||
Business Acquisition, Share Price | $ / shares | $ 12.50 | |||
Cash - PIPE financing | $ | $ 274,975,000 | |||
Trine | Business Combination Subscription Agreement | ||||
Business Acquisition [Line Items] | ||||
Shares issued in PIPE | shares | 27,497,500 | |||
Business Acquisition, Share Price | $ / shares | $ 10 | |||
Cash - PIPE financing | $ | $ 275,000,000 |
CASH EQUIVALENTS AND SHORT-TE_3
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 126,086 | $ 482,886 |
Amortized Cost | 277,092 | 111,876 |
Unrealized Gains | 1 | 2 |
Unrealized Losses | (21) | (11) |
Fair Value | 277,072 | 111,867 |
Total cash equivalents and short-term investments, Amortized Cost | 403,178 | 594,762 |
Total cash equivalents and short-term investments, Fair Value | 403,158 | 594,753 |
U.S Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 19,995 | |
Unrealized Gains | 2 | |
Fair Value | 19,997 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 128,825 | 43,911 |
Fair Value | 128,825 | 43,911 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 86,913 | 47,970 |
Unrealized Losses | (14) | (11) |
Fair Value | 86,899 | 47,959 |
Government bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 36,524 | |
Unrealized Losses | (4) | |
Fair Value | 36,520 | |
Assetbacked securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 24,830 | |
Unrealized Gains | 1 | |
Unrealized Losses | (3) | |
Fair Value | 24,828 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | 75,374 | |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 126,086 | $ 407,512 |
CASH EQUIVALENTS AND SHORT-TE_4
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | ||
Equity investment | $ 20,000 | $ 20,000 |
Net unrealized loss on equity investment | $ 1,900 | $ 1,880 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets measured on recurring basis (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Assets | |||||
Level 1 to Level 2 transfer | $ 0 | $ 0 | $ 0 | ||
Level 2 to Level 1 transfer | 0 | 0 | 0 | ||
Transfer into Level 3 | 0 | 0 | |||
Transfer out of Level 3 | 0 | $ 0 | |||
Net unrealized loss on equity investment | 1,900,000 | 1,880,000 | |||
Change in fair value of warrant liabilities | 56,576,000 | ||||
Change in fair value of contingent consideration | 200,000 | 166,000 | |||
Interest and Other (Expense) Income , Net | |||||
Assets | |||||
Recognized gains on convertible debt instruments | 100,000 | 600,000 | |||
Subscription Agreement | |||||
Assets | |||||
Subscription liability | $ 500,000 | 2,400,000 | |||
Private Placement Warrants | |||||
Assets | |||||
Change in fair value of warrant liabilities | 0 | 56,600,000 | |||
Level 3 | |||||
Movement in Level 3 assets measured at fair value | |||||
Balance at beginning of year | 3,000,000 | ||||
Additions | 23,620,000 | ||||
Changes in fair value | (4,161,000) | ||||
Balance at end of year | 22,459,000 | 22,459,000 | |||
Movement in Level 3 liabilities measured at fair value | |||||
Balance at beginning of period | 93,328,000 | ||||
Additions | 6,558,000 | ||||
Changes in fair value | 59,022,000 | ||||
Foreign currency translation | (167,000) | ||||
Exercise of private placement warrants | (149,904,000) | ||||
Disposals | (2,920,000) | ||||
Balance at end of period | 5,917,000 | 5,917,000 | |||
Recurring | |||||
Assets | |||||
Total assets | 425,947,000 | 425,947,000 | $ 597,753,000 | ||
Total liabilities | 5,917,000 | 5,917,000 | 93,328,000 | ||
Recurring | Contingent Consideration | |||||
Assets | |||||
Total liabilities | 5,917,000 | 5,917,000 | |||
Recurring | Private Placement Warrants | |||||
Assets | |||||
Total liabilities | 93,328,000 | ||||
Recurring | Money market funds | |||||
Assets | |||||
Total assets | 126,086,000 | 126,086,000 | 407,512,000 | ||
Recurring | Commercial paper | |||||
Assets | |||||
Total assets | 128,825,000 | 128,825,000 | 119,285,000 | ||
Recurring | Corporate bonds | |||||
Assets | |||||
Total assets | 86,899,000 | 86,899,000 | 47,959,000 | ||
Recurring | Government bonds | |||||
Assets | |||||
Total assets | 36,520,000 | 36,520,000 | |||
Recurring | Assetbacked securities | |||||
Assets | |||||
Total assets | 24,828,000 | 24,828,000 | |||
Recurring | Equity securities | |||||
Assets | |||||
Total assets | 15,200,000 | 15,200,000 | |||
Recurring | Company-owned life insurance cash surrender value | |||||
Assets | |||||
Total assets | 330,000 | 330,000 | |||
Recurring | Other investments | |||||
Assets | |||||
Total assets | 7,259,000 | 7,259,000 | 3,000,000 | ||
Recurring | U.S Treasury securities | |||||
Assets | |||||
Total assets | 19,997,000 | ||||
Recurring | Level 1 | |||||
Assets | |||||
Total assets | 126,086,000 | 126,086,000 | 427,509,000 | ||
Recurring | Level 1 | Money market funds | |||||
Assets | |||||
Total assets | 126,086,000 | 126,086,000 | 407,512,000 | ||
Recurring | Level 1 | U.S Treasury securities | |||||
Assets | |||||
Total assets | 19,997,000 | ||||
Recurring | Level 2 | |||||
Assets | |||||
Total assets | 277,402,000 | 277,402,000 | 167,244,000 | ||
Recurring | Level 2 | Commercial paper | |||||
Assets | |||||
Total assets | 128,825,000 | 128,825,000 | 119,285,000 | ||
Recurring | Level 2 | Corporate bonds | |||||
Assets | |||||
Total assets | 86,899,000 | 86,899,000 | 47,959,000 | ||
Recurring | Level 2 | Government bonds | |||||
Assets | |||||
Total assets | 36,520,000 | 36,520,000 | |||
Recurring | Level 2 | Assetbacked securities | |||||
Assets | |||||
Total assets | 24,828,000 | 24,828,000 | |||
Recurring | Level 2 | Company-owned life insurance cash surrender value | |||||
Assets | |||||
Total assets | 330,000 | 330,000 | |||
Recurring | Level 3 | |||||
Assets | |||||
Total assets | 22,459,000 | 22,459,000 | 3,000,000 | ||
Total liabilities | 5,917,000 | 5,917,000 | 93,328,000 | ||
Recurring | Level 3 | Contingent Consideration | |||||
Assets | |||||
Total liabilities | 5,917,000 | 5,917,000 | |||
Recurring | Level 3 | Private Placement Warrants | |||||
Assets | |||||
Total liabilities | 93,328,000 | ||||
Recurring | Level 3 | Equity securities | |||||
Assets | |||||
Total assets | 15,200,000 | 15,200,000 | |||
Recurring | Level 3 | Other investments | |||||
Assets | |||||
Total assets | $ 7,259,000 | $ 7,259,000 | $ 3,000,000 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
ACCOUNTS RECEIVABLE | |||
Trade receivables | $ 23,257 | $ 7,016 | |
Allowance for doubtful accounts | (379) | (500) | $ (199) |
Total accounts receivable | $ 22,878 | $ 6,516 |
ACCOUNTS RECEIVABLE - Allowance
ACCOUNTS RECEIVABLE - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
ACCOUNTS RECEIVABLE | |||
Balance at beginning of period | $ 500 | $ 199 | $ 199 |
Provision for uncollectible accounts | (316) | $ (333) | 377 |
Uncollectible accounts written off | (76) | ||
Uncollectible accounts written off | 195 | ||
Balance at end of period | $ 379 | $ 500 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
INVENTORY | ||
Raw materials | $ 9,208 | |
Work in process | 5,124 | $ 2,896 |
Finished goods | 18,398 | 6,812 |
Total inventory | $ 32,730 | $ 9,708 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Prepaid operating expenses | $ 2,388 | $ 68 |
Prepaid dues and subscriptions | 1,360 | 189 |
Prepaid insurance | 943 | 121 |
Prepaid taxes | 827 | |
Government grants receivable | 493 | |
Escrow deposits | 311 | |
Prepaid rent | 176 | 118 |
Deferred cost of goods sold | 454 | |
Other | 752 | 26 |
Total prepaid expenses and other current assets | $ 7,250 | $ 976 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment - Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 49,484 | $ 49,484 | $ 33,495 | ||
Less: accumulated depreciation | (25,702) | (25,702) | (21,335) | ||
Total property and equipment, net | 23,782 | 23,782 | 12,160 | ||
Depreciation and amortization expense | 15,576 | $ 6,525 | |||
Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 22,061 | 22,061 | 13,708 | ||
Land and buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 3,515 | 3,515 | |||
Automobiles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 840 | 840 | |||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 1,399 | 1,399 | 895 | ||
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 1,257 | 1,257 | 1,089 | ||
Tooling | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 1,938 | 1,938 | 1,805 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 1,532 | 1,532 | 1,249 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 15,026 | 15,026 | 13,870 | ||
Construction in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 1,916 | 1,916 | $ 879 | ||
PPE not including acquired technology or capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 1,600 | $ 1,700 | $ 4,400 | $ 5,900 |
GOODWILL & INTANGIBLE ASSETS -
GOODWILL & INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 2,252 | |
Foreign currency translation adjustment | (694) | |
Goodwill, Ending Balance | 262,343 | |
Accumulated impairment losses | 0 | $ 0 |
Acquisition of EnvisionTEC | ||
Goodwill [Line Items] | ||
Acquisition | 198,369 | |
Goodwill, Ending Balance | 36,600 | |
Adaptive 3D Technologies Inc | ||
Goodwill [Line Items] | ||
Acquisition | 35,265 | |
Aerosint | ||
Goodwill [Line Items] | ||
Acquisition | 14,581 | |
Dental Arts Labs | ||
Goodwill [Line Items] | ||
Acquisition | 9,089 | |
AIDRO | ||
Goodwill [Line Items] | ||
Acquisition | $ 3,481 |
GOODWILL & INTANGIBLE ASSETS (D
GOODWILL & INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Value | $ 192,192 | $ 192,192 | |||
Accumulated Amortization | 12,063 | 12,063 | |||
Total intangible assets | 180,129 | 180,129 | $ 9,102 | ||
Amortization expense | 4,400 | $ 100 | 11,000 | $ 500 | |
Expected amortization expense | |||||
2021 (remaining 3 months) | 4,446 | 4,446 | |||
2022 | 19,099 | 19,099 | |||
2023 | 20,800 | 20,800 | |||
2024 | 21,160 | 21,160 | |||
2025 | 21,545 | 21,545 | |||
2026 and after | 93,079 | 93,079 | |||
Total intangible assets | 180,129 | $ 180,129 | $ 9,102 | ||
Weighted-average remaining amortization period | 9 years 8 months 12 days | ||||
Acquired technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Value | 126,285 | $ 126,285 | |||
Accumulated Amortization | 8,423 | 8,423 | |||
Total intangible assets | 117,862 | 117,862 | |||
Expected amortization expense | |||||
Total intangible assets | 117,862 | 117,862 | |||
Trade name | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Value | 10,515 | 10,515 | |||
Accumulated Amortization | 474 | 474 | |||
Total intangible assets | 10,041 | 10,041 | |||
Expected amortization expense | |||||
Total intangible assets | 10,041 | 10,041 | |||
Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Value | 55,392 | 55,392 | |||
Accumulated Amortization | 3,166 | 3,166 | |||
Total intangible assets | 52,226 | 52,226 | |||
Expected amortization expense | |||||
Total intangible assets | $ 52,226 | $ 52,226 | |||
Minimum | Acquired technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Life | 5 years | ||||
Minimum | Trade name | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Life | 4 years | ||||
Minimum | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Life | 10 years | ||||
Maximum | Acquired technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Life | 12 years | ||||
Maximum | Trade name | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Life | 13 years | ||||
Maximum | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Life | 10 years 6 months |
OTHER NONCURRENT ASSETS - Compo
OTHER NONCURRENT ASSETS - Components of other noncurrent assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
OTHER NONCURRENT ASSETS | ||
Right-of-use asset | $ 9,635 | $ 1,810 |
Long-term deposits | 331 | 69 |
Company-owned life insurance cash surrender value | 330 | |
Other investments | 7,259 | 3,000 |
Other | 124 | |
Total other noncurrent assets | $ 17,679 | $ 4,879 |
OTHER NONCURRENT ASSETS - Chang
OTHER NONCURRENT ASSETS - Change in the balance of other investments (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Investment Income | ||||
Other investments | $ 7,259 | $ 7,259 | $ 3,000 | |
Net unrealized (gain) loss on investments | (11) | |||
Convertible debt | ||||
Investment Income | ||||
Other investments | $ 3,000 | |||
Percentage of annual interest rate | 3.00% | |||
Period of annual interest due | 2 years | |||
Net unrealized (gain) loss on investments | 0 | 300 | ||
Convertible Promissory Note one | ||||
Investment Income | ||||
Other investments | $ 1,600 | |||
Percentage of annual interest rate | 3.00% | |||
Period of annual interest due | 2 years | |||
Net unrealized (gain) loss on investments | 100 | 300 | ||
Convertible Promissory Note two | ||||
Investment Income | ||||
Other investments | $ 2,000 | |||
Percentage of annual interest rate | 3.00% | |||
Period of annual interest due | 5 years | |||
Change in fair value, net | $ 0 | $ 0 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Compensation and benefits related | $ 9,689 | $ 2,068 |
Professional services | 2,039 | 2,508 |
Warranty reserve | 2,435 | 1,553 |
Contingent consideration | 1,390 | |
Acquisition consideration | 750 | |
Inventory purchases | 352 | 86 |
Franchise and royalty fees | 264 | 159 |
Sales and use and franchise taxes | 215 | 586 |
Income tax payable | 71 | |
Other | 3,481 | 605 |
Total accrued expenses and other current liabilities | 20,686 | 7,565 |
Warranty reserve, at the beginning of the period | 1,553 | 1,491 |
Warranty reserve assumed in acquisition | 490 | |
Additions to warranty reserve | 1,390 | 346 |
Claims fulfilled | (998) | (284) |
Warranty reserve, at the end of the period | $ 2,435 | $ 1,553 |
DEBT (Details)
DEBT (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($)item | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)loan | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 07, 2021USD ($) | Jul. 30, 2021USD ($) | May 07, 2021USD ($) | |
Debt Instrument [Line Items] | ||||||||
Proceeds from PPP loan | $ 5,379 | |||||||
Current portion of long term debt | $ 1,030 | $ 1,030 | $ 9,991 | |||||
Deferred financing costs | 100 | 100 | ||||||
Deferred financing costs, net | 0 | 0 | ||||||
Long-term debt, net of current portion | 680 | $ 680 | ||||||
Dental Arts Labs | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan acquired | $ 3,888 | |||||||
Long-term debt | $ 3 | |||||||
AIDRO | ||||||||
Debt Instrument [Line Items] | ||||||||
Term of loan | 4 years 6 months | |||||||
Outstanding amount | 900 | $ 900 | ||||||
Loan acquired | 1,100 | 1,100 | ||||||
Long-term debt | $ 764 | |||||||
Current portion of long term debt | 200 | $ 200 | ||||||
Number of bank loan acquired | loan | 3 | |||||||
Bank loan paid | 200 | |||||||
Long-term debt, net of current portion | $ 700 | $ 700 | ||||||
AIDRO | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest rate | 1.70% | 1.70% | ||||||
AIDRO | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest rate | 2.10% | 2.10% | ||||||
Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Nominal amount | $ 20,000 | |||||||
Term of loan | 36 months | |||||||
Proceeds from PPP loan | $ 10,000 | |||||||
Remaining borrowing capacity | $ 10,000 | |||||||
Threshold Number of times additional amount drawn | item | 3 | |||||||
Minimum amount to be drawn | $ 2,000 | |||||||
Outstanding amount | $ 0 | $ 0 | ||||||
Term loan | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 3.25% | 3.25% | 3.25% | |||||
Spread percentage | 0.50% | 0.50% | ||||||
Interest rate | 2.75% | 2.75% | 2.75% | |||||
Paycheck Protection Program | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 1.00% | 1.00% | ||||||
Outstanding amount | $ 0 | $ 0 | ||||||
Loan acquired | 1,200 | 1,200 | ||||||
Prepayment penalties | 0 | 0 | ||||||
Paycheck Protection Program | Adaptive 3D Technologies Inc | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding amount | 300 | 300 | ||||||
Long-term debt | 300 | 300 | $ 311 | |||||
Current portion of long term debt | 300 | 300 | ||||||
Paycheck Protection Program | Dental Arts Labs | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding amount | 0 | 0 | ||||||
Long-term debt | 3,400 | $ 3,400 | ||||||
Equipment Financing Agreements | Dental Arts Labs | ||||||||
Debt Instrument [Line Items] | ||||||||
Financing agreement term | 13 months | |||||||
Loan acquired | 500 | $ 500 | ||||||
Current portion of long term debt | $ 500 | 500 | ||||||
Advance payment | $ 500 |
OTHER NONCURRENT LIABILITIES -
OTHER NONCURRENT LIABILITIES - Summary of other noncurrent liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
OTHER NONCURRENT LIABILITIES | |
Taxes payable | $ 1,188 |
Other | 229 |
Total other noncurrent liabilities | $ 1,417 |
LEASES (Details)
LEASES (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)lease | Sep. 30, 2021USD ($)agreementlease | Dec. 31, 2020USD ($) | |
Leases | |||
Right of use assets | $ 9,635 | $ 9,635 | $ 1,810 |
Total lease liability | 10,400 | 10,400 | 3,000 |
Impairments | 0 | $ 0 | $ 0 |
Number of service agreements contained embedded lease | agreement | 2 | ||
Operating lease not yet commenced | $ 1,200 | $ 1,200 | |
Lease term | 5 years | 5 years | |
Acquisition of EnvisionTEC | |||
Leases | |||
Increase in company's right of use asset | $ 1,800 | ||
Number of real estate properties leased. | lease | 5 | 5 | |
Number of leases for which lease term is extended. | lease | 6 | 6 | |
Adaptive 3D Technologies Inc | |||
Leases | |||
Increase in company's right of use asset | $ 700 | ||
Number of real estate properties leased. | lease | 2 | 2 | |
Aerosint. | |||
Leases | |||
Increase in company's right of use asset | $ 400 | ||
Number of real estate properties leased. | lease | 1 | 1 | |
Number of leases for which lease term is extended. | lease | 3 | 3 | |
Dental Arts Labs | |||
Leases | |||
Increase in company's right of use asset | $ 4,300 | ||
Number of real estate properties leased. | lease | 13 | 13 | |
AIDRO | |||
Leases | |||
Increase in company's right of use asset | $ 900 |
LEASES - Other lease related ba
LEASES - Other lease related balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease cost | ||||
Operating lease cost | $ 593 | $ 187 | $ 1,338 | $ 561 |
Finance lease cost | 1 | 2 | ||
Short-term lease cost | 37 | 82 | 3 | |
Variable lease cost | 46 | 18 | 131 | 30 |
Total lease cost | 677 | 205 | 1,553 | 594 |
Operating cash flows used in operating leases | 673 | $ 269 | 1,572 | $ 805 |
Operating cash flows used in finance leases | $ 2 | $ 4 | ||
Weighted-average remaining lease term-operating leases (years) | 4 years 9 months 18 days | 3 years 6 months | 4 years 9 months 18 days | 3 years 6 months |
Weighted-average remaining lease term-finance leases (years) | 8 years 6 months | 8 years 6 months | ||
Weighted-average discount rate-operating leases | 4.20% | 7.60% | 4.20% | 7.60% |
Weighted-average discount rate- finance leases | 1.50% | 1.50% |
LEASES - Future minimum lease p
LEASES - Future minimum lease payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
2021 (remaining 3 months) | $ 738 |
2022 | 2,943 |
2023 | 2,741 |
2024 | 1,319 |
2025 | 780 |
2026 and after | 2,097 |
Total lease payments | 10,618 |
Less amount representing interest | (929) |
Total lease liability | 9,689 |
Less current portion of lease liability | (2,619) |
Lease liability, net of current portion | 7,070 |
Finance Leases | |
2021 (remaining 3 months) | 1 |
2022 | 77 |
2023 | 78 |
2024 | 75 |
2025 | 75 |
2026 and after | 484 |
Total lease payments | 790 |
Total lease liability | 790 |
Less current portion of lease liability | (58) |
Lease liability, net of current portion | $ 732 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended |
Jan. 31, 2020 | Sep. 30, 2021 | |
Other Commitments [Line Items] | ||
Purchase orders with contract manufacturers | $ 32.6 | |
One time royalty payment | $ 0.3 | |
Minimum annual commitment | $ 0.5 | |
Minimum | ||
Other Commitments [Line Items] | ||
Obligation to pay (as percentage) | 2.75% | |
Maximum | ||
Other Commitments [Line Items] | ||
Obligation to pay (as percentage) | 13.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
INCOME TAXES | ||||
Income tax benefit | $ (523) | $ 0 | $ (32,761) | $ 0 |
Decreases recorded as a benefit to income tax provision | 500 | 32,800 | ||
Unrecognized tax benefits | $ 1,200 | $ 1,200 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 09, 2020 |
Convertible Preferred Stock and Stockholders' Equity | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock par value (in dollars per share) | $ 0.0001 | ||
Common Class A | |||
Convertible Preferred Stock and Stockholders' Equity | |||
Common stock, shares authorized | 500,000,000 | ||
Common stock par value (in dollars per share) | $ 0.0001 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted Stock Agreements (Details) - Restricted Stock awards | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued | shares | 34,010,977 |
Share price | $ / shares | $ 0.0001 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) $ / shares in Units, $ in Thousands | Feb. 24, 2020$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 28, 2021USD ($)shares | Sep. 30, 2021USD ($)D$ / sharesshares | Mar. 29, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 09, 2020$ / shares | Sep. 30, 2020shares | May 31, 2017$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||||||
Warrants to purchase shares | shares | 0 | 0 | 399,960 | 2,442,440 | |||||
Number of common stock purchased by each warrant | shares | 1 | ||||||||
Revenue generated per share | $ 35 | ||||||||
Exercise price | $ 3.34 | ||||||||
Warrants and Rights Outstanding | $ | $ 93,328 | ||||||||
Change in fair value of warrant liabilities | $ | $ 56,576 | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Divisional Factor for Conversion of Debt to Warrants | $ 1 | ||||||||
Proceeds from Warrant Exercises | $ | $ 170,665 | ||||||||
Common Class A | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common stock par value (in dollars per share) | 0.0001 | $ 0.0001 | |||||||
Trine Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price | $ 11.50 | 11.50 | 11.50 | ||||||
Warrant redemption price | 0.01 | 0.01 | |||||||
Share Price | $ 10 | $ 10 | |||||||
Warrant exercisable term | 30 days | ||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||
Debt Instrument, Convertible, Threshold Trading Days | D | 20 | ||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | D | 30 | ||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 1,500,000 | ||||||||
Proceeds from Warrant Exercises | $ | $ 170,700 | ||||||||
Number of warrants exercised | shares | 14,840,589 | ||||||||
Class of Warrant or Rights, Redeemed | shares | 166,905 | ||||||||
Redemption Price Per Warrant | $ 0.01 | ||||||||
Trine Warrants | Common Class A | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of common stock purchased by each warrant | shares | 1 | 1 | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Trine Warrants | Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of common stock purchased by each warrant | shares | 0.5 | 0.5 | |||||||
Private Placement Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants to purchase shares | shares | 8,503,000 | 8,503,000 | |||||||
Number of common stock purchased by each warrant | shares | 1 | 1 | |||||||
Exercise price | $ 11.50 | $ 11.50 | |||||||
Warrants and Rights Outstanding | $ | $ 8,503 | $ 8,503 | |||||||
Change in fair value of warrant liabilities | $ | $ 0 | $ 56,600 | |||||||
Warrant redemption price | $ 1 | $ 1 | |||||||
Number of shares issued during the period up on exercise of warrants not settle-able in cash. | shares | 5,850,346 | ||||||||
Minimum | Trine Warrants | Common Class A | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share Price | $ 18 | $ 18 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Warrants (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($)Yshares | Sep. 30, 2020Y | |
Class of Warrant or Right [Line Items] | ||
Common Stock Warrants Converted | shares | 756,498 | |
Shares issued on exercise of warrants | shares | 447,938 | |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.020 | |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.525 | |
Expected life (in years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | Y | 0.078 | |
Fair value of Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0334 | |
Private Placement Warrants | Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.550 | |
Private Placement Warrants | Expected life (in years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | Y | 0.048 | |
Private Placement Warrants | Exercise price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.1150 | |
Private Placement Warrants | Minimum | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.004 | |
Private Placement Warrants | Minimum | Fair value of Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.1982 | |
Private Placement Warrants | Maximum | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.006 | |
Private Placement Warrants | Maximum | Fair value of Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.3049 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock Incentive Plan (Details) - USD ($) $ in Millions | Jan. 01, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense, stock options | $ 8.8 | $ 8.8 | ||||||
Weighted-average period | 2 years 8 months 12 days | |||||||
Shares available for grant | 17,933,802 | 17,933,802 | ||||||
Consultant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fair value of shares | $ 0.1 | |||||||
Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 0 | 2,269,131 | 0 | 6,925,144 | ||||
Fair value of shares | $ 26.1 | $ 29.8 | ||||||
Non-employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 0 | 0 | 0 | |||||
Non-employee | Consultant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 12,212 | |||||||
2015 stock incentive plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards made under the plan | 26,283,789 | |||||||
Vesting period | 4 years | |||||||
Expiration period | 10 years | |||||||
Make Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Expiration period | 10 years | |||||||
Options and warrants to be issued | 232,304 | |||||||
Granted (in shares) | 0 | |||||||
2020 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock available for future issuance | 12,400,813 | |||||||
Percentage of stock outstanding | 5.00% | |||||||
Additional shares added to the plan | 11,337,837 |
STOCK BASED COMPENSATION - Comm
STOCK BASED COMPENSATION - Common Stock to Employees (Details) - Employee | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021$ / shares | Sep. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 0.30% | 0.30% |
Risk-free interest rate, Maximum | 1.70% | 1.70% |
Expected volatility, Minimum | 52.70% | 52.70% |
Expected volatility, Maximum | 54.20% | 54.20% |
Expected life, Minimum (in years) | 5 years 10 months 24 days | 5 years 10 months 24 days |
Expected life, Maximum (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Fair value of Common Stock | $ 3.34 | $ 3.34 |
STOCK BASED COMPENSATION - Co_2
STOCK BASED COMPENSATION - Common Stock to Consultants (Details) - Consultant | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.80% |
Expected volatility | 54.30% |
Expected life (in years) | 10 years |
Fair value of Common Stock | $ 3.34 |
STOCK BASED COMPENSATION - Opti
STOCK BASED COMPENSATION - Option Activity of the Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Number of shares | |||
Outstanding at beginning of period (in shares) | 19,553 | ||
Exercised (in shares) | (4,462) | ||
Forfeited/expired (in shares) | (591) | ||
Outstanding at end of period (in shares) | 14,500 | 19,553 | |
Options vested at end of period (in shares) | 9,062 | ||
Options vested or expected to vest at end of period (in shares) | 13,942 | ||
Weighted-Average Exercise Price per share | |||
Outstanding at beginning of period (in dollars per share) | $ 1.53 | ||
Exercised (in dollars per share) | 1.17 | ||
Forfeited/expired (in dollars per share) | 1.45 | ||
Outstanding at end of period (in dollars per share) | 1.64 | $ 1.53 | |
Options vested at end of period (in dollars per share) | 1.72 | ||
Options vested or expected to vest at end of period | $ 1.65 | ||
Weighted-average remaining contractual term (in years) | 7 years 3 months 25 days | 7 years 9 months | |
Options vested at end of period | 6 years 6 months | ||
Options vested or expected to vest at end of period | 7 years 3 months 3 days | ||
Aggregate intrinsic value of options outstanding | $ 80,166 | $ 306,408 | |
Options vested (in dollars) | 49,349 | ||
Options vested or expected to vest (in dollars) | 76,947 | ||
Weighted average grant date fair value for options granted | $ 0.98 | ||
Aggregate intrinsic value of options exercised | $ 49,600 | $ 1,700 |
STOCK BASED COMPENSATION - Rest
STOCK BASED COMPENSATION - Restricted Stock Units (Details) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average period | 2 years 8 months 12 days | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Cliff Vesting Period | 1 year | |
Unrecognized compensation costs, non-vested RSUs | $ | $ 90.1 | $ 90.1 |
Weighted-average period | 3 years 6 months | |
Expenses recognized | $ | $ 6.7 | $ 10.1 |
Shares Subject to Vesting | ||
Balance at beginning of period, unvested shares (in shares) | shares | 683 | |
Granted (in shares) | shares | 7,983 | |
Vested (in shares) | shares | (304) | |
Cancelled/Forfeited | shares | (51) | |
Balance at end of period, unvested shares (in shares) | shares | 8,311 | 8,311 |
Weighted Average Grant Date Fair Value | ||
Balance at beginning of Period, unvested shares (in dollars per share) | $ / shares | $ 8.02 | |
Granted (in dollars per share) | $ / shares | 12.53 | |
Vested (in dollars per share) | $ / shares | 11.63 | |
Cancelled/Forfeited | $ / shares | 13.01 | |
Balance at end of Period, unvested shares (in dollars per share) | $ / shares | $ 12.24 | $ 12.24 |
STOCK BASED COMPENSATION - Re_2
STOCK BASED COMPENSATION - Restricted Stock Awards (Details) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Weighted Average Grant Date Fair Value | ||
Weighted-average remaining contractual term (in years) | 7 years 3 months 25 days | 7 years 9 months |
Restricted Stock awards | ||
Shares Subject to Vesting | ||
Balance at beginning of period, unvested shares (in shares) | 280 | |
Issuance of additional shares (in shares) | 476 | |
Vested (in shares) | (408) | |
Balance at end of period, unvested shares (in shares) | 348 | 280 |
Weighted Average Grant Date Fair Value | ||
Balance at beginning of Period, unvested shares (in dollars per share) | $ 4.08 | |
Issuance of additional shares (in dollars per share) | 8.78 | |
Vested (in dollars per share) | 6.84 | |
Balance at end of Period, unvested shares (in dollars per share) | $ 7.27 | $ 4.08 |
Weighted-average remaining contractual term (in years) | 1 year 9 months 18 days |
STOCK BASED COMPENSATION - St_2
STOCK BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation expenses | $ 9,951 | $ 1,895 | $ 16,167 | $ 4,228 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation expenses | 4,450 | 893 | 7,205 | 2,176 |
General and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation expenses | 3,138 | 616 | 5,332 | 1,070 |
Sales and marketing expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation expenses | 1,732 | 294 | 2,653 | 715 |
Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation expenses | $ 631 | $ 92 | $ 977 | $ 267 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Right of use assets | $ 9,635 | $ 9,635 | $ 1,810 |
Lease liability | 9,689 | 9,689 | |
Dental Arts Labs | |||
Related Party Transaction [Line Items] | |||
Lease liability | 3,700 | 3,700 | |
Annual commitment | 600 | 600 | |
Lease expense paid | 100 | 100 | |
Operating Lease Agreement With A T M R E LLC | |||
Related Party Transaction [Line Items] | |||
Right of use assets | 500 | 500 | |
Lease liability | 500 | 500 | |
Annual commitment | 200 | 200 | |
Operating Lease Agreement With JES Besitzgesellschaft GmbH | |||
Related Party Transaction [Line Items] | |||
Right of use assets | 200 | 200 | |
Lease liability | 200 | 200 | |
Annual commitment | 100 | 100 | |
Operating Lease Agreement With Sitraco (UK) Limited | |||
Related Party Transaction [Line Items] | |||
Right of use assets | 200 | 200 | |
Lease liability | 200 | 200 | |
Annual commitment | $ 100 | $ 100 |
SEGMENT INFORMATION - Revenue (
SEGMENT INFORMATION - Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
Segment Information | ||||
Number of segments | segment | 1 | |||
Revenue | $ 25,438 | $ 2,527 | $ 55,728 | $ 8,101 |
Revenue recognized at a point in time | ||||
Segment Information | ||||
Revenue | 23,949 | 1,888 | 51,820 | 6,113 |
Revenue recognized over time | ||||
Segment Information | ||||
Revenue | 1,489 | 639 | 3,908 | 1,988 |
Products | ||||
Segment Information | ||||
Revenue | 23,949 | 1,888 | 51,820 | 6,113 |
Services | ||||
Segment Information | ||||
Revenue | 1,489 | 639 | 3,908 | 1,988 |
Americas | ||||
Segment Information | ||||
Revenue | 18,561 | 1,210 | 36,522 | 3,334 |
Americas | Products | ||||
Segment Information | ||||
Revenue | 17,556 | 857 | 33,907 | 2,372 |
Americas | Services | ||||
Segment Information | ||||
Revenue | 1,005 | 353 | 2,615 | 962 |
EMEA | ||||
Segment Information | ||||
Revenue | 5,358 | 481 | 12,249 | 3,299 |
EMEA | Products | ||||
Segment Information | ||||
Revenue | 5,031 | 249 | 11,326 | 2,411 |
EMEA | Services | ||||
Segment Information | ||||
Revenue | 327 | 232 | 923 | 888 |
APAC | ||||
Segment Information | ||||
Revenue | 1,519 | 836 | 6,957 | 1,468 |
APAC | Products | ||||
Segment Information | ||||
Revenue | 1,362 | 782 | 6,587 | 1,330 |
APAC | Services | ||||
Segment Information | ||||
Revenue | $ 157 | $ 54 | $ 370 | $ 138 |
SEGMENT INFORMATION - Long live
SEGMENT INFORMATION - Long lived assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Information | ||
Long-lived assets | $ 33,388 | $ 12,160 |
Americas | ||
Segment Information | ||
Long-lived assets | 29,625 | $ 12,160 |
EMEA | ||
Segment Information | ||
Long-lived assets | $ 3,763 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator for basic and diluted net loss per share: | ||||
Net loss attributable to Common Stockholders | $ (66,879) | $ (19,457) | $ (169,167) | $ (65,027) |
Weighted-average shares basic | 260,555,655 | 159,968,300 | 251,467,644 | 158,120,826 |
Weighted-average shares diluted | 260,555,655 | 159,968,300 | 251,467,644 | 158,120,826 |
Net loss per share-Basic | $ (0.26) | $ (0.12) | $ (0.67) | $ (0.41) |
Net loss per share-Diluted | $ (0.26) | $ (0.12) | $ (0.67) | $ (0.41) |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive securities excluded from computation of earnings per share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 23,159 | 14,900 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 14,500 | 12,964 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 8,311 | |
Restricted Stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 348 | 1,317 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 619 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Oct. 29, 2021 | Oct. 14, 2021 | Sep. 30, 2021 |
Restricted Stock Units | |||
Subsequent Event [Line Items] | |||
Issuance of additional shares (in shares) | 7,983,000 | ||
Vesting period | 4 years | ||
Subsequent Event | Larry Brewer Dental Lab, Inc | |||
Subsequent Event [Line Items] | |||
Payment to acquire business | $ 7.5 | ||
Subsequent Event | Larry Brewer Dental Lab, Inc | Restricted Stock Units | |||
Subsequent Event [Line Items] | |||
Issuance of additional shares (in shares) | 252,096 | ||
Grant date fair value of stock issued for acquisition | $ 1.8 | ||
Vesting period | 4 years | ||
Subsequent Event | May Dental Lab, Inc. | |||
Subsequent Event [Line Items] | |||
Payment to acquire business | $ 12.5 | ||
Subsequent Event | May Dental Lab, Inc. | Restricted Stock Units | |||
Subsequent Event [Line Items] | |||
Issuance of additional shares (in shares) | 357,642 | ||
Grant date fair value of stock issued for acquisition | $ 2.5 | ||
Vesting period | 4 years |