Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 318,813,781 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001754820 | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 590 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | Boston, Massachusetts | ||
Document Annual Report | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 76,291 | $ 65,017 |
Current portion of restricted cash | 4,510 | 2,129 |
Short-term investments | 108,243 | 204,569 |
Accounts receivable | 38,481 | 46,687 |
Inventory | 91,736 | 65,399 |
Prepaid expenses and other current assets | 17,155 | 18,208 |
Total current assets | 336,416 | 402,009 |
Restricted cash, net of current portion | 1,112 | 1,112 |
Property and equipment, net | 56,271 | 58,710 |
Goodwill | 112,955 | 639,301 |
Intangible assets, net | 219,830 | 261,984 |
Other noncurrent assets | 27,763 | 25,480 |
Total Assets | 754,347 | 1,388,596 |
Current liabilities: | ||
Accounts payable | 25,105 | 31,558 |
Customer deposits | 11,526 | 14,137 |
Current portion of lease liability | 5,730 | 5,527 |
Accrued expenses and other current liabilities | 26,723 | 33,829 |
Current portion of deferred revenue | 13,719 | 18,189 |
Current portion of long-term debt, net of deferred financing costs | 584 | 825 |
Total current liabilities | 83,387 | 104,065 |
Long-term debt, net of current portion | 311 | 548 |
Convertible notes | 111,834 | |
Contingent consideration, net of current portion | 4,183 | |
Lease liability, net of current portion | 17,860 | 13,077 |
Deferred revenue, net of current portion | 3,664 | 4,508 |
Deferred tax liability | 8,430 | 10,695 |
Other noncurrent liabilities | 1,359 | 3,170 |
Total liabilities | 226,845 | 140,246 |
Commitments and Contingencies (Note 17) | ||
Stockholders' Equity | ||
Preferred Stock, $0.0001 par value-authorized, 50,000,000 shares; no shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | ||
Common Stock, $0.0001 par value-500,000,000 shares authorized; 318,235,106 and 311,737,858 shares issued at December 31, 2022 and December 31, 2021, respectively, 318,133,434 and 311,473,950 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 32 | 31 |
Additional paid-in capital | 1,874,792 | 1,823,344 |
Accumulated deficit | (1,308,954) | (568,611) |
Accumulated other comprehensive loss | (38,368) | (6,414) |
Total Stockholders' Equity | 527,502 | 1,248,350 |
Total Liabilities and Stockholders' Equity | $ 754,347 | $ 1,388,596 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 09, 2020 |
CONSOLIDATED BALANCE SHEETS | |||
Preferred 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, shares, issued | 0 | 0 | |
Preferred Stock, shares, outstanding | 0 | 0 | |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 318,235,106 | 311,737,858 | |
Common stock, shares, outstanding | 318,133,434 | 311,473,950 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Total revenues | $ 209,023 | $ 112,408 | $ 16,470 |
Cost of sales | |||
Total cost of sales | 193,952 | 94,115 | 31,519 |
Gross profit (loss) | 15,071 | 18,293 | (15,049) |
Operating expenses | |||
Research and development | 96,878 | 68,131 | 43,136 |
Sales and marketing | 68,091 | 47,995 | 13,136 |
General and administrative | 83,065 | 78,041 | 20,734 |
In-process research and development assets acquired | 25,581 | ||
Goodwill impairment | 498,800 | ||
Total operating expenses | 746,834 | 219,748 | 77,006 |
Loss from operations | (731,763) | (201,455) | (92,055) |
Change in fair value of warrant liability | (56,576) | 56,417 | |
Interest expense | (1,743) | (149) | (328) |
Interest and other (expense) income, net | (8,335) | (11,822) | 1,011 |
Loss before income taxes | (741,841) | (270,002) | (34,955) |
Income tax benefit | 1,498 | 29,668 | 940 |
Net loss | $ (740,343) | $ (240,334) | $ (34,015) |
Net loss per share-Basic | $ (2.35) | $ (0.92) | $ (0.22) |
Net loss per share-Diluted | $ (2.35) | $ (0.92) | $ (0.22) |
Weighted average shares outstanding, basic | 314,817 | 260,770 | 157,906 |
Weighted average shares outstanding, diluted | 314,817 | 260,770 | 157,906 |
Products | |||
Revenues | |||
Total revenues | $ 190,248 | $ 105,994 | $ 13,718 |
Cost of sales | |||
Total cost of sales | 178,952 | 87,450 | 26,945 |
Services | |||
Revenues | |||
Total revenues | 18,775 | 6,414 | 2,752 |
Cost of sales | |||
Total cost of sales | $ 15,000 | $ 6,665 | $ 4,574 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (740,343) | $ (240,334) | $ (34,015) |
Other comprehensive (loss) income, net of taxes: | |||
Unrealized gain (loss) on available-for-sale marketable securities, net | (290) | (40) | (84) |
Foreign currency translation adjustment | (31,664) | (6,365) | |
Total comprehensive (loss) income, net of taxes of $0 | $ (772,297) | $ (246,739) | $ (34,099) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Comprehensive loss, net of taxes | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Cumulative Effect, Period of Adoption, Adjustment Legacy Convertible Preferred Stock | Cumulative Effect, Period of Adoption, Adjustment Common Stock | Cumulative Effect, Period of Adoption, Adjustment Additional Paid-In Capital | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance Common Stock | Cumulative Effect, Period of Adoption, Adjusted Balance Additional Paid-In Capital | Cumulative Effect, Period of Adoption, Adjusted Balance Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjusted Balance Accumulated Other Comprehensive (Loss) Income | Cumulative Effect, Period of Adoption, Adjusted Balance | Legacy Convertible Preferred Stock | Common Stock Restricted Stock awards | Common Stock Restricted Stock Units | Common Stock | Additional Paid-In Capital Restricted Stock awards | Additional Paid-In Capital Restricted Stock Units | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Restricted Stock awards | Restricted Stock Units | Total |
BALANCE at Dec. 31, 2019 | $ (436,553) | $ 436,553 | |||||||||||||||||||
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 | 325 | 325 | |||||||||||||||||||
Exercise of Common Stock options (in shares) | 521,925 | ||||||||||||||||||||
Vesting of restricted Common Stock | $ 1 | 6 | 7 | ||||||||||||||||||
Vesting of restricted Common Stock (in shares) | 5,307,357 | ||||||||||||||||||||
Repurchase of shares for employee tax withholdings | (101) | (101) | |||||||||||||||||||
Repurchase of shares for employee tax withholdings (in shares) | (9,308) | ||||||||||||||||||||
Issuance of Common Stock in connection with acquisitions | 500 | 500 | |||||||||||||||||||
Issuance of Common Stock in connection with acquisitions (in shares) | 61,060 | ||||||||||||||||||||
Stock-based compensation expense | 8,006 | 8,006 | |||||||||||||||||||
Common Stock warrants issued and exercised | 1,915 | 1,915 | |||||||||||||||||||
Common Stock warrants issued and exercised (in shares) | 692,366 | ||||||||||||||||||||
Reverse recapitalization, net of transaction costs | $ 6 | 380,295 | 380,301 | ||||||||||||||||||
Reverse recapitalization, net of transaction costs (in shares) | 63,139,263 | ||||||||||||||||||||
Net loss | (34,015) | (34,015) | |||||||||||||||||||
Other comprehensive income (loss) | (84) | (84) | |||||||||||||||||||
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 | $ 1 | 6,425 | 6,426 | ||||||||||||||||||
Exercise of Common Stock options (in shares) | 5,732,247 | ||||||||||||||||||||
Vesting of restricted Common Stock (in shares) | 491,293 | ||||||||||||||||||||
Repurchase of shares for employee tax withholdings | $ (958) | $ (541) | $ (958) | $ (541) | |||||||||||||||||
Repurchase of shares for employee tax withholdings (in shares) | (109,150) | (61,498) | |||||||||||||||||||
Vesting of restricted share units (in shares) | 650,777 | ||||||||||||||||||||
Issuance of Common Stock in connection with acquisitions | $ 5 | 620,585 | 620,590 | ||||||||||||||||||
Issuance of Common Stock in connection with acquisitions (in shares) | 57,267,401 | ||||||||||||||||||||
Issuance of Common Stock in connection with acquired in-process research and development | 4,300 | 4,300 | |||||||||||||||||||
Issuance of Common Stock in connection with acquired in-process research and development (in shares) | 334,370 | ||||||||||||||||||||
Stock-based compensation expense | 28,778 | 28,778 | |||||||||||||||||||
Vesting of Trine Founder shares (in shares) | 1,850,938 | ||||||||||||||||||||
Common Stock issued in connection with warrants exercised | $ 2 | 320,567 | 320,569 | ||||||||||||||||||
Common stock issued in connection with warrants exercised (in shares) | 20,690,975 | ||||||||||||||||||||
Net loss | (240,334) | (240,334) | |||||||||||||||||||
Other comprehensive income (loss) | (6,405) | (6,405) | |||||||||||||||||||
BALANCE at Dec. 31, 2021 | $ 31 | 1,823,344 | (568,611) | (6,414) | $ 1,248,350 | ||||||||||||||||
BALANCE (in shares) at Dec. 31, 2021 | 311,473,950 | ||||||||||||||||||||
BALANCE (in shares) at Dec. 31, 2022 | 100,038,109 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Exercise of Common Stock options | 3,190 | $ 3,190 | |||||||||||||||||||
Exercise of Common Stock options (in shares) | 2,310,931 | ||||||||||||||||||||
Vesting of restricted Common Stock (in shares) | 157,131 | ||||||||||||||||||||
Repurchase of shares for employee tax withholdings | $ (243) | $ (243) | |||||||||||||||||||
Repurchase of shares for employee tax withholdings (in shares) | (74,719) | ||||||||||||||||||||
Vesting of restricted share units | $ 1 | 1 | |||||||||||||||||||
Vesting of restricted share units (in shares) | 4,153,939 | ||||||||||||||||||||
Stock-based compensation expense | 48,001 | 48,001 | |||||||||||||||||||
Issuance of Common Stock related to settlement of contingent consideration | 500 | 500 | |||||||||||||||||||
Issuance of Common Stock related to settlement of contingent consideration (in shares) | 112,202 | ||||||||||||||||||||
Net loss | (740,343) | (740,343) | |||||||||||||||||||
Other comprehensive income (loss) | (31,954) | (31,954) | |||||||||||||||||||
BALANCE at Dec. 31, 2022 | $ 32 | $ 1,874,792 | $ (1,308,954) | $ (38,368) | $ 527,502 | ||||||||||||||||
BALANCE (in shares) at Dec. 31, 2022 | 318,133,434 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (740,343) | $ (240,334) | $ (34,015) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 50,767 | 24,854 | 8,589 |
Stock-based compensation | 48,001 | 28,778 | 8,006 |
Goodwill impairment | 498,800 | ||
Change in fair value of warrant liability | 56,576 | (56,417) | |
Change in fair value of subscription agreement | 2,920 | ||
Expense related to Common Stock warrants issued | 1,915 | ||
Amortization (accretion) of discount on investments | (888) | 3,021 | 75 |
Amortization of debt financing cost | 9 | 19 | |
Amortization of deferred costs on convertible notes | 453 | ||
Provision for bad debt | 975 | 447 | 377 |
Provision for slow-moving, obsolete, and lower of cost or net realizable value inventories, net | (45) | ||
Acquired in-process research and development | 25,581 | ||
Loss on disposal of property and equipment | 224 | 74 | 18 |
Foreign exchange (gains) losses on intercompany transactions, net | 259 | 182 | |
Net increase (decrease) in accrued interest related to marketable securities | 847 | (819) | (3) |
Net unrealized (gain) loss on equity investment | 6,332 | 9,660 | |
Net unrealized (gain) loss on other investments | 1,595 | (130) | |
Deferred tax benefit | (1,498) | (29,668) | (940) |
Change in fair value of contingent consideration | (1,567) | (429) | |
Foreign currency transaction (gain) loss | 44 | 7 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 6,737 | (18,299) | (2,370) |
Inventory | (28,183) | (16,962) | (1,303) |
Prepaid expenses and other current assets | 1,787 | (8,937) | 901 |
Other assets | 2,505 | (3) | |
Accounts payable | (6,595) | 12,797 | (2,637) |
Accrued expenses and other current liabilities | (10,613) | (8,761) | (2,391) |
Customer deposits | (2,037) | (2,569) | (845) |
Current portion of deferred revenue | (4,749) | 5,989 | 774 |
Change in right of use assets and lease liabilities, net | (4,298) | (641) | (328) |
Other liabilities | (41) | 1,609 | |
Net cash used in operating activities | (181,531) | (155,048) | (80,575) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (11,517) | (7,683) | (1,429) |
Purchase of other investments | (3,620) | (3,000) | |
Proceeds from other investments | 3,155 | ||
Purchase of equity investment | (20,000) | ||
Proceeds from sale of property and equipment | 6 | 44 | |
Proceeds from policy buyout | 333 | ||
Purchase of marketable securities | (158,404) | (330,873) | (136,286) |
Proceeds from sales and maturities of marketable securities | 248,150 | 243,349 | 109,016 |
Proceeds from capital grant | 200 | ||
Cash paid to acquire in-process research and development | (21,220) | ||
Cash paid for acquisitions, net of cash acquired | (23) | (287,624) | (5,284) |
Net cash provided by (used in) investing activities | 81,567 | (427,294) | (36,983) |
Cash flows from financing activities: | |||
Proceeds from reverse recapitalization, net of issuance costs | 534,597 | ||
Proceeds from the exercise of stock options | 3,190 | 6,426 | 325 |
Proceeds from the exercise of stock warrants | 170,665 | ||
Payment of taxes related to net share settlement upon vesting of restricted stock units | (243) | (541) | |
Repayment of loans | (542) | ||
Proceeds from issuance of convertible notes | 115,000 | ||
Costs incurred in connection with the issuance of convertible notes | (3,619) | ||
Proceeds from PPP loan | 5,379 | ||
Repayment of PPP loan | 5,379 | ||
Repayment of term loan | (10,000) | ||
Net cash provided by financing activities | 113,786 | 166,550 | 534,922 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (167) | (87) | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 13,655 | (415,879) | 417,364 |
Cash, cash equivalents, and restricted cash at beginning of period | 68,258 | 484,137 | 66,773 |
Cash, cash equivalents, and restricted cash at end of period | 81,913 | 68,258 | 484,137 |
Supplemental disclosures of cash flow information | |||
Cash and cash equivalents | 76,291 | 65,017 | 483,525 |
Restricted cash included in other current assets | 4,510 | 2,129 | |
Restricted cash included in other noncurrent assets | 1,112 | 1,112 | 612 |
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | 81,913 | 68,258 | 484,137 |
Supplemental cash flow information: | |||
Interest paid | 3,488 | 148 | 322 |
Taxes paid | 150 | ||
Non-cash investing and financing activities: | |||
Net liabilities assumed from Trine Business Combination | 152,395 | ||
Accrued reverse recapitalization transaction costs | 1,901 | ||
Net unrealized (gain) loss on investments | 290 | 40 | |
Exercise of private placement warrants | 149,904 | ||
Common Stock issued for acquisitions | 620,590 | 500 | |
Common Stock issued for acquisition of in-process research and development | 4,300 | ||
Common Stock issued for settlement of contingent consideration | 500 | ||
Accrued purchase price related to acquisitions | 1,800 | 200 | |
Additions to right of use assets and lease liabilities | 10,812 | 5,582 | |
Purchase of property and equipment included in accounts payable | 516 | 90 | |
Purchase of property and equipment included in accrued expense | 38 | ||
Transfers from property and equipment to inventory | 4,993 | 1,068 | |
Transfers from inventory to property and equipment | 4,513 | 1,435 | |
Accrued contingent consideration in connection with acquisitions | 6,083 | ||
Taxes related to net share settlement upon vesting of restricted stock awards in accrued expense | $ 958 | ||
Tax liabilities related to withholdings on Common Stock issued in connection with acquisitions | $ 102 | ||
Deferred contract costs | 1,341 | ||
Equipment financing | $ 175 |
ORGANIZATION, NATURE OF BUSINES
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2022 | |
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 and is accelerating the transformation of manufacturing with 3D printing solutions for engineers, designers, and manufacturers. The Company designs, produces and markets 3D printing systems to a variety of end customers. 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 Annual Report on Form 10-K 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. 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 December 31, 2022 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 | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The 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”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The functional currency of all wholly owned subsidiaries is U.S. Dollars. 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 December 31, 2022, 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, may impact 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 take to contain or treat COVID-19, the severity and impact of new variants of COVID-19, and the reactions by consumers, companies, governmental entities, and capital markets to such actions. 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 most wholly owned subsidiaries is U.S. Dollars, except for certain international subsidiaries, for which it is Euros, British Pound Sterling, or Japanese Yen, depending on the subsidiary’s location. 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 approximate 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 (expense) income, net in the consolidated statements of operations. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make judgements, estimates and assumptions regarding uncertainties that affect the reported amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, realizability of inventory, goodwill, intangibles, stock-based compensation, and fair values of common stock. The Company bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of standard checking accounts, money market accounts and certain investments. The Company classifies any marketable security with an original maturity date of 90 days or less at the time of purchase as a cash equivalent. Short - Term Investments The Company invests its excess cash in fixed income instruments denominated and payable in U.S. dollars including U.S. treasury securities, commercial paper, corporate bonds, government bonds, and asset-backed securities in accordance with the Company’s investment policy that primarily seeks to maintain adequate liquidity and preserve capital. Short-term investments represent holdings of available-for-sale marketable securities in accordance with the Company’s investment policy and cash management strategy. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations. All investments in marketable securities mature within one year. The Company also invests in equity securities which are carried at fair value based upon quoted prices in active markets. The Company’s recognizes unrealized gains (losses) on equity securities in interest and other (expense) income, net in the consolidated statements of operations. Restricted Cash Restricted cash represents cash and cash equivalents that are restricted to withdrawal or use as of the reporting date. Restricted cash typically relates to deposits to secure letters of credit, cash the Company is contractually obligated to maintain related to acquisitions, as well as contractually required security deposits. Financial Instruments The Company’s financial instruments are comprised of cash and cash equivalents, short-term investments, restricted cash, accounts receivable and accounts payable. The Company’s other current financial assets and current financial liabilities have fair values that approximate their carrying values due to the short maturity of these balances. 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 produced parts. 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. If the Company cannot objectively determine that the product provided to the customer is in accordance with agreed-upon specifications, revenue is not recognized until customer acceptance is received. Services revenue consists of installation, training, and post-installation hardware and software support, as well as various software solutions the Company offers to facilitate the operation of the Company’s products. The Company offers multiple software products, which are licensed through either a cloud-based solution and/or on-device software, depending on the product. For the cloud-based solution, which the customer does not have the right to take possession of, the Company typically 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 on-device software subscriptions, the Company typically recognizes revenue once the customer has been given access to the software. When the Company enters into development contracts, control of the development service is transferred over time, and the related revenue is recognized as services are performed. 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. For certain deferred maintenance contracts where sufficient historical evidence indicates that the costs of performing the related services under the contract are not incurred on a straight-line basis, the associated revenue is recognized at a point in time in proportion to the costs expected to be incurred. The Company generates certain revenues through the sale of research and development services. Revenue under research and development service contracts is generally recognized over time where progress is measured in a manner that reflects the transfer of control of the promised goods or services to the customer. Depending on the facts and circumstances surrounding each research and development service contract, revenue is recognized over time using either an input measure (based on the entity’s direct costs incurred in an effort to satisfy the performance obligations) or an output measure (specifically units or parts delivered, based upon certain customer acceptance and delivery requirements). In certain circumstances, the Company generates revenue through leases of machinery and equipment to customers. These leases are classified as either operating or sales-type leases and generally have lease terms ranging from one 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: • • • • • Nature of Products and Services The Company sells its products 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. If the Company cannot objectively determine that the products provided to the customer are in accordance with agreed-upon specifications, revenue is not recognized until customer acceptance is received. 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. For certain maintenance contracts, there is a detail of specified maintenance which is performed at predetermined intervals and is recognized when the professional services are performed. 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. When the Company has a noncancelable contract and the right to invoice prior to shipment based on payment terms, the Company records the receivable and related customer deposits in the consolidated balance sheets. 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. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, customer deposits and deferred revenues (contract liabilities) on the consolidated balance sheets. Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable at the time of invoicing. For most contracts, customers are invoiced a substantive portion of the arrangement prior to shipment of products or performance of services. The Company will typically bill in advance for post-installation support and cloud-based software licenses, resulting in deferred revenue. When products have been delivered, but the product revenue associated with the arrangement has been deferred the Company includes the costs for the delivered items in inventory on the consolidated balance sheets until recognition of the related revenue occurs, at which time it is recognized in cost of sales. The Company’s contracts are primarily one year or less, and as such, most of the deferred revenue outstanding at the end of the fiscal year is recognized during the following year. Purchases of post-installation customer support and maintenance may range from one The Company sells products directly to end-users as well as through a reseller network. Under the reseller arrangement, the reseller is determined to be the Company’s customer, and revenue is recognized based on the amounts the Company is entitled to, reduced by any payments owed to the resellers. On certain contracts, the Company utilizes external partners and an internal sales team to sell direct to the end user. The Company acts as a principal in the contracts with users when utilizing external partners because the Company controls the product, establishes the price, and bears the risk of nonperformance, until it is transferred to the end user. The Company records the revenue on a gross basis and commissions are recorded as a sales and marketing expense in the statement of operations. The Company recognizes its commission expense as a point-in-time expense as contract obligations are primarily completed within a one-year contract period. Allowance for Doubtful Accounts In evaluating the collectability of accounts receivable, the Company assesses a number of factors, including specific customers’ abilities to meet their financial obligations, the length of time receivables are past due, and historical collection experience. If circumstances related to specific customers change, or economic conditions deteriorate such that past collection experience is no longer relevant, the Company’s estimate of the recoverability of accounts receivable could be further reduced from the levels provided for in the consolidated financial statements. The Company evaluates specific accounts for which it is believed a customer may have an inability to meet their financial obligations. In these cases, judgment is applied, based on available facts and circumstances, and a specific reserve is recorded for that customer to reduce the receivable to an amount expected to be collected. These specific reserves are reevaluated and adjusted as additional information is received that impacts the amount reserved. Remaining Performance Obligations Remaining performance obligations are the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. The Company has elected to apply the practical expedient associated with incremental costs of obtaining a contract, and as such, sales commission expense is generally expensed when incurred because the amortization period would be one year or less. These costs are recorded within sales and marketing expense in the consolidated statements of operations. Net Loss Per Share The Company presents basic and diluted loss per share amounts. Basic loss per share is calculated by dividing net loss available to holders of Common Stock by the weighted average number of shares of Common Stock outstanding during the applicable period. The denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. Potential dilutive shares outstanding include the dilutive effect of in-the-money options, unvested Restricted Stock Awards (“RSAs”), and unvested Restricted Stock Units (“RSUs”) using the treasury stock method. In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because dilutive shares are not assumed to have been issued if their effect is anti-dilutive. 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 operating expenses, the grants are recognized as a reduction of the related expense in the consolidated statements of operations. During the years ended December 31, 2022 and 2021, the Company recognized $0.4 million and $1.0 million, respectively, related to grants in the research and development line within the consolidated statements of operations. During the year ended December 31, 2020, the Company did not recognize any research and development grants. 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 and other current liabilities or other long-term liabilities, depending on when the Company expects to use the proceeds. 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 Inventory Inventory is stated at the lower of cost or net realizable value, approximating a first-in, first-out basis. The Company provides for inventory losses based on obsolescence and levels in excess of forecasted demand. Inventory is reduced to the estimated net realizable value based on historical usage and expected demand. Inventory provisions based on obsolescence and inventory in excess of forecasted demand are recorded through cost of sales in the consolidated statements of operations. Concentrations of Credit Risk and Off-Balance-Sheet Risk In the normal course of operations, ExOne GmbH issues short-term financial guarantees and letters of credit to third parties in connection with certain commercial transactions requiring security through a credit facility with a German bank. At December 31, 2022, total outstanding financial guarantees and letters of credit issued were $3.9 million. The Company has no other significant off-balance-sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents. The Company maintains its cash and cash equivalents principally with accredited financial institutions of high-credit standing. As of December 31, 2022, 2021, and 2020, no single customer accounted for more than 10% of revenue. As of December 31, 2022, no single customer accounted for more than 10% of total accounts receivable. As of December 31, 2021, one customer accounted for 24% of total accounts receivable. Customer Deposits Payments received from customers who have placed reservations or purchase orders in advance of shipment are refundable upon cancellation or non-delivery by the Company and are included within customer deposits on the consolidated balance sheets. Other Investments The Company periodically makes investments in companies within the additive manufacturing industry. The Company monitors events or changes in circumstances that may have a significant effect on the fair value of investments, either due to impairment or based on observable price changes, and records necessary adjustments in interest and other (expense) income, net in the consolidated statements of operations. 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 6 - 50 years Automobiles 2 - 7 years Furniture and fixtures 2 - 10 years Computer equipment 2 - 7 years Tooling 3 years Software 2 - 5 years Leasehold improvements Shorter of asset’s useful life or remaining life of the lease Leases For lease arrangements in which the Company is the lessee, the Company determines if an arrangement is a lease at inception. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company assesses it plans to renew its material leases on an annual basis. Operating leases are included in other assets, current portion of lease liability, and lease liability, net of current portion on the Company’s consolidated balance sheets. Right of use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the expected remaining lease term. As the interest rate implicit in the Company’s leases is typically not readily determinable, the Company uses its incremental borrowing rate for a similar term of lease payments based on the information available at commencement date in determining the present value of future payments. The Company elected the short-term lease recognition practical expedient and therefore, the Company does not recognize right of use assets or lease liabilities for leases with less than a twelve-month duration. The Company also elected the practical expedient to account for lease agreements which contain both lease and non-lease components as a single lease component. For lease arrangements in which the Company is the lessor, the Company determines whether the lease arrangement is classified as an operating lease or sales-type lease at inception. The Company’s operating lease arrangements have initial terms generally ranging from one The Company’s sales-type lease arrangements generally include transfer of ownership at the end of the lease term, and as such, the Company’s net investment in sales-type lease arrangements presented in the consolidated balance sheets generally does not include an amount of unguaranteed residual value. For certain of the arrangements, the Company separates and allocates certain non-lease components (principally maintenance services) from non-lease components. Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from lease income) basis. In determination of the lease term, the Company considers the likelihood of lease renewal options and lease termination provisions. Business Combinations The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The Company generally values the identifiable intangible assets acquired using a discounted cash flow model. The significant estimates used in valuing certain of the intangible assets, include, but are not limited to future expected cash flows of the asset, discount rates to determine the present value of the future cash flows and expected technology life cycles. Intangible assets are amortized over their estimated useful life; the period over which the Company anticipates generating economic benefit from the asset. Fair value adjustments subsequent to the acquisition date, that are not measurement period adjustments, are recognized in earnings. Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that is not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill. Goodwill is not amortized but is tested for impairment at least annually (as of the first day of the fourth quarter) or as circumstances indicate the value may no longer be recoverable. To assess if goodwill is impaired, the Company performs a qualitative assessment to determine whether further impairment testing is necessary. The Company then compares the carrying amount of the single reporting unit to the fair value of the reporting unit. An excess carrying value over fair value would indicate that goodwill may be impaired. Due to sustained declines in the Company’s stock price and the stock prices of comparable companies, we performed interim quantitative assessments as of June 30, 2022 and December 31, 2022, utilizing a combination of the income and market approaches. The results of the quantitative analysis performed indicated that the carrying value of the reporting unit exceeded the fair value. As such, $498.8 million of goodwill impairment charges was recorded during the year ended December 31, 2022. 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 in-process research and development expense at acquisition. Impairment of Long-Lived Assets The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. The Company does not believe that any events have occurred through December 31, 2022, that would indicate its long-lived assets are impaired. 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 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION Contract Balances The Company’s deferred revenue balance was $17.4 million and $22.7 million as of December 31, 2022 and 2021, respectively. The company acquired $0.0 and $16.8 million in deferred revenue through acquisitions during the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company recognized $14.3 million of existing deferred revenue from 2021. During the year ended December 31, 2021, the Company recognized $2.5 million of existing deferred revenue from 2020 and recognized $8.5 million of acquired deferred revenue. The deferred revenue consists of billed post-installation customer support and maintenance, cloud-based software licenses that are recognized ratably over the term of the agreement, and contracts that have outstanding performance obligations or contracts that have acceptance terms that have not yet been fulfilled. Contract assets were not significant during the years ended December 31, 2022 and 2021. Remaining Performance Obligations At December 31, 2022, the Company had $17.4 million of remaining performance obligations, also referred to as backlog, of which approximately $13.7 million is expected to be fulfilled over the next 12 months, notwithstanding uncertainty related to customer site readiness and unanticipated economic events, which could have an adverse effect on the timing of delivery and installation of products and/or services to customers. In addition, the Company also had customer deposits of $11.5 million and $14.1 million as of December 31, 2022 and 2021. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITIONS | |
ACQUISITIONS | 4. 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 added a comprehensive portfolio in additive manufacturing across metals, polymers and composites and grew distribution channels both in quantity and through the addition of a vertically-focused channel. The total purchase price was $303.6 million, consisting of $143.8 million paid in cash and 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 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 estimates of their fair values on the acquisition date. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 143,795 Equity consideration 159,847 Total consideration transferred $ 303,642 The following table summarizes the 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 7,668 Prepaid expenses and other current assets 1,081 Restricted cash - noncurrent 285 Property and equipment 1,540 Intangible assets 137,300 Other noncurrent assets 1,801 Total assets acquired $ 158,520 Liabilities assumed: Accounts payable $ 1,442 Customer deposits 2,460 Current portion of lease liability 605 Accrued expenses and other current liabilities 13,706 Liability for income taxes 480 Deferred revenue 492 Current portion of long-term debt 898 Long-term debt 285 Deferred tax liability 29,009 Lease liability, net of current portion 1,189 Total liabilities assumed $ 50,566 Net assets acquired $ 107,954 Goodwill $ 195,688 Total net assets acquired $ 303,642 Subsequent to the acquisition date, the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in decrease to goodwill of $3.4 million. The decrease was primarily due to an increase in deferred income tax liabilities of $4.1 million, partially offset by a decrease in deferred revenue of $0.2 million related to the adoption of ASU 2021-08 and a decrease in inventory of $1.0 million related to obsolete inventory. Additionally, the Company recorded a measurement period adjustment of $0.3 million related to certain assets acquired and liabilities assumed due to clarification of information utilized to determine fair value during the measurement period. The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Acquired technology $ 77,800 7 – 14 years Trade name 8,600 14 years Customer relationships 50,900 12 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. $16.4 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 consolidated statements of operations. EnvisionTEC’s results are included in the Company’s consolidated results for the period from February 16, 2021 to December 31, 2021. For this period, EnvisionTEC’s net revenues were approximately $33.3 million and net loss was approximately $11.1 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 expanded the Company’s materials library to include photopolymer elastomers for use in the production of end use parts. The total purchase price was $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 estimates of their fair values on the acquisition date. 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 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 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 $ 32,635 Liabilities assumed: Accounts payable $ 280 Current portion of lease liability 151 Accrued expenses and other current liabilities 100 PPP loan payable 311 Deferred revenue 12 Lease liability, net of current portion 502 Deferred tax liability 4,616 Total liabilities assumed $ 5,972 Net assets acquired $ 26,663 Goodwill $ 35,113 Total net assets acquired $ 61,776 Subsequent to the acquisition date, the Company made a measurement period adjustment to the preliminary purchase price allocation, which resulted in a decrease to goodwill of $0.2 million. The decrease was due to a decrease in deferred income tax liabilities of $0.2 million. 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 consolidated statements of operations. Adaptive 3D’s results are included in the Company’s consolidated results for the period from May 7, 2021 to December 31, 2021. For this period, Adaptive 3D’s revenues were approximately $1.1 million, and its net loss was approximately $4.9 million. Acquisition of Aerosint On June 24, 2021, the Company acquired all outstanding securities of Aerosint SA and its affiliates (“Aerosint”), which expanded the Company’s portfolio of technologies with the addition of multi-material printing capabilities. The total purchase price was $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 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 estimates of their fair values on the acquisition date. The acquisition included contingent consideration related to revenue metrics and technical milestones, with a fair value of $6.1 million as of the date of acquisition and a fair value of $2.6 million as of December 31, 2022. 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. During the year ended December 31, 2022, based on the relevant revenues earned during the first year of the three-year contingent consideration period, the Company paid $1.0 million in cash and $0.5 million in shares to Aerosint shareholders, resulting in a reduction of the contingent consideration liability, which has a remaining fair value of $1.1 million as of December 31, 2022. 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 $1.5 million as of December 31, 2022. 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 in contingent consideration, net of current portion, on the consolidated balance sheets. As of December 31, 2022, contingent consideration is recorded in accrued expenses and other current liabilities, in the consolidated balance sheets. 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 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 Subsequent to the acquisition date, the Company made a measurement period adjustment to the preliminary purchase price allocation, which resulted in a decrease to goodwill of $0.6 million. The decrease was due to a decrease in deferred income tax liabilities. 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 consolidated statements of operations. Aerosint’s results are included in the Company’s consolidated results for the period from June 24, 2021 to December 31, 2021. For this period, Aerosint’s revenues were $0.6 million and net loss was $0.4 million. Acquisition of Dental Arts Labs On July 30, 2021, the Company acquired Dental Arts Laboratories, Inc., (“Dental Arts Labs”), which expanded the Company’s portfolio in additive and conventional manufacturing within the healthcare industry. The purchase price was $26.0 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 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 estimates of their fair values on the acquisition date. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 26,042 Total consideration transferred $ 26,042 The following table summarizes the 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 $ 8,839 Total net assets acquired $ 26,042 Subsequent to the acquisition date, the Company made a working capital adjustment to the preliminary purchase price allocation, which resulted in decrease to goodwill of $0.3 million. The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name $ 1,300 8.5 years Customer relationships 3,700 9.5 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 consolidated statements of operations. Dental Arts Labs’ results are included in the Company’s consolidated results for the period from July 30, 2021 to December 31, 2021. For this period, Dental Arts Labs’ revenues were $14.1 million and net loss was $0.3 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.”). This acquisition expanded 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 $5.7 million paid in cash, of which $4.9 million was paid at closing and the remaining $0.8 million was deposited to an escrow account subsequent to December 31, 2022. 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 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 estimates of their fair values on the acquisition date. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 5,683 Total consideration transferred $ 5,683 The following table summarizes the 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 $ 3,515 Total net assets acquired $ 5,683 Subsequent to the acquisition date, the Company made a working capital adjustment to the preliminary purchase price allocation, which resulted in an immaterial decrease to goodwill. 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 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 December 31, 2021. For this period, A.I.D.R.O.’s revenues were $1.7 million and net loss was $0.2 million. Acquisition of Brewer Dental On October 14, 2021, the Company acquired Larry Brewer Dental Lab, Inc. (“Brewer Dental”), which expanded the Company’s portfolio in additive manufacturing within the healthcare and dental industry. The purchase price was $7.6 million paid in cash, of which $7.0 million was paid at closing and the remaining $0.5 million will be paid 24 months after closing. 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 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 estimates of their fair values on the acquisition date. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 7,613 Total consideration transferred $ 7,613 The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At October 14, 2021 Assets acquired: Cash and cash equivalents $ 1,574 Accounts receivable 524 Inventory 226 Property and equipment 375 Intangible assets 2,630 Other noncurrent assets 706 Total assets acquired $ 6,035 Liabilities assumed: Accounts payable $ 34 Current portion of lease liability 87 Accrued expenses and other current liabilities 145 Lease liability, net of current portion 619 Total liabilities assumed $ 885 Net assets acquired $ 5,150 Goodwill $ 2,463 Total net assets acquired $ 7,613 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name $ 230 8 years Customer relationships 2,400 8 years Total intangible assets $ 2,630 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 immaterial acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the consolidated statements of operations. Brewer Dental’s results are included in the Company’s consolidated results for the period from October 14, 2021 to December 31, 2021. For this period, Brewer Dental’s revenues were $1.4 million and net income was $0.1 million. Acquisition of May Dental On October 29, 2021, the Company acquired May Dental Lab, Inc. (“May Dental”), which expanded the Company’s portfolio in additive manufacturing within the healthcare and dental industry. The aggregate purchase price was $12.5 million paid in cash, of which $11.8 million was paid at closing and the remaining $0.8 million will be paid 24 months after closing, subject to the Limited Liability Interest Purchase Agreement. 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 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 estimates of their fair values on the acquisition date. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 12,522 Total consideration transferred $ 12,522 The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At October 29, 2021 Assets acquired: Cash and cash equivalents $ 230 Accounts receivable 677 Inventory 343 Prepaid expenses and other current assets 98 Property and equipment 495 Intangible assets 4,340 Other noncurrent assets 1,416 Total assets acquired $ 7,599 Liabilities assumed: Accounts payable $ 209 Current portion of lease liability 201 Accrued expenses and other current liabilities 255 Lease liability, net of current portion 1,216 Total liabilities assumed $ 1,881 Net assets acquired $ 5,718 Goodwill $ 6,804 Total net assets acquired $ 12,522 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name $ 3,900 9 years Customer relationships 440 10 years Total intangible assets $ 4,340 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 immaterial acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the consolidated statements of operations. May Dental’s results are included in the Company’s consolidated results for the period from October 29, 2021 to December 31, 2021. For this period, May Dental’s revenues were $1.3 million and net loss was $0.1 million. Acquisition of ExOne On November 12, 2021, the Company acquired The ExOne Company and its affiliates (“ExOne”). The acquisition of ExOne extended 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 $613.0 million, consisting of $201.4 paid in cash and 48,218,063 shares of Common Stock with a fair value of $411.6 million as of the close of business on the transaction date. The Company also granted 86,020 incentive stock options with a weighted-average exercise price of $4.47 to certain employees of ExOne in exchange for unvested ExOne stock options. 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 estimates of their fair values on the acquisition date. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 201,399 Equity consideration 411,603 Total consideration transferred $ 613,002 The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At November 12, 2021 Assets acquired: Cash and cash equivalents $ 119,068 Restricted cash - current 3,007 Accounts receivable 13,611 Inventory 27,200 Prepaid expenses and other current assets 5,165 Property and equipment 33,991 Intangible assets 82,100 Other noncurrent assets 2,734 Total assets acquired $ 286,876 Liabilities assumed: Accounts payable $ 5,830 Accrued expenses and other current liabilities 10,368 Current portion of deferred revenue 15,331 Customer deposits 10,168 Current portion of operating lease liability 1,919 Deferred tax liability 3,465 Lease liability, net of current portion 332 Deferred revenue, net of current portion 147 Other noncurrent liabilities 321 Total liabilities assumed $ 47,881 Net assets acquired $ 238,995 Goodwill $ 374,007 Total net assets acquired $ 613,002 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Developed Technology $ 72,900 8 years Trade name 1,300 4 years Customer relationships 7,900 12 years Total intangible assets $ 82,100 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 $8.5 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the consolidated statements of operations. ExOne’s results are included in the Company’s consolidated results for the period from November 12, 2021 to December 31, 2021. For this period, ExOne’s revenues were $15.5 million and net loss was $6.9 million. Pro Forma Information (unaudited) The following unaudited 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, A.I.D.R.O., Brewer Dental, May Dental, and ExOne had occurred on January 1, 2020 (in thousands): Year Ended December 31, 2021 2020 (unaudited) (unaudited) Net revenues $ 207,688 $ 164,947 Net income (loss) $ (273,319) $ (138,346) The unaudited pro forma financial information was computed by combining the historical financial information of the Company and EnvisionTEC, Adaptive 3D, Aerosint, Dental Arts, A.I.D.R.O., Brewer Dental, May Dental, and ExOne along with the effects of the acquisition method of accounting for business combinations as though the companies were combined on January 1, 2020. The unaudited 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. At the date of the acquisition, significant research, development, and risk related to the license remained, and it was deemed 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 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. In June 2022, per the terms of the acquisition agreement, the Company accelerated 895,044 RSUs for certain key employees in connection with the Initiative described in Note 24. Restructuring Charges The acquired in-process research |
CASH EQUIVALENTS AND SHORT-TERM
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 5. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS The Company’s cash equivalents and short-term investments are invested in the following (in thousands): December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 51,274 $ — $ — $ 51,274 Total cash equivalents 51,274 — — 51,274 Commercial paper 39,781 — — 39,781 Corporate bonds 28,970 — (156) 28,814 U.S. Treasury securities 19,896 — (78) 19,818 Government bonds 14,846 — (102) 14,744 Asset-backed securities 4,000 — (2) 3,998 Total short-term investments 107,493 — (338) 107,155 Total cash equivalents and short-term investments $ 158,767 $ — $ (338) $ 158,429 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 46,521 $ — $ — $ 46,521 Total cash equivalents 46,521 — — 46,521 Commercial paper 70,401 — — 70,401 Corporate bonds 65,645 — (28) 65,617 Government bonds 36,487 — (11) 36,476 Asset-backed securities 24,665 — (10) 24,655 Total short-term investments 197,198 — (49) 197,149 Total cash equivalents and short-term investments $ 243,719 $ — $ (49) $ 243,670 During the year ended December 31, 2021, the Company made a $20.0 million investment in equity securities of a publicly-traded company. The Company records this investment at fair value within short-term investments, which was $1.1 million and $7.4 million as of the years ended December 31, 2022 and 2021. Prior to the investment, the Company entered into a subscription agreement to purchase the investment, resulting in a subscription agreement liability which was derecognized upon investment. During the years ended December 31, 2022 and 2021, the Company recorded an unrealized loss due to the change in fair value of the equity securities of $6.3 million and an unrealized loss due to the change in fair value of equity securities and the related subscription liability of $12.6 million, respectively, in interest and other (expense) income, net in the consolidated statements of operations. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 6. 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): December 31, 2022 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 $ 51,274 $ — $ — $ 51,274 Commercial paper — 39,781 — 39,781 Corporate bonds — 28,814 — 28,814 U.S. Treasury securities — 19,818 — 19,818 Government bonds — 14,744 — 14,744 Asset-backed securities — 3,998 — 3,998 Equity securities 1,088 — — 1,088 Other investments — — 2,000 2,000 Total assets $ 52,362 $ 107,155 $ 2,000 $ 161,517 Liabilities: Contingent consideration $ — $ — $ 2,587 $ 2,587 Total liabilities $ — $ — $ 2,587 $ 2,587 December 31, 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 $ 46,521 $ — $ — $ 46,521 Commercial paper — 70,401 — 70,401 Corporate bonds — 65,617 — 65,617 Government bonds — 36,476 — 36,476 Asset-backed securities — 24,655 — 24,655 Equity securities 7,420 — — 7,420 Other investments — — 6,750 6,750 Total assets $ 53,941 $ 197,149 $ 6,750 $ 257,840 Liabilities: Contingent consideration $ — $ — $ 5,654 $ 5,654 Total liabilities $ — $ — $ 5,654 $ 5,654 The Company has determined that the estimated fair value of its commercial paper, corporate bonds, U.S Treasury securities, government bonds, and asset-backed securities 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 equity security is an investment made via a publicly traded security. The Company has determined that the estimated fair value of its equity security is reported as Level 1 financial assets as it is based on quoted market prices in active markets for identical assets. During the years ended December 31, 2022 and 2021, the Company recognized a loss on its equity security of $6.3 million and $9.7 million, respectively. Additionally, for the year ended December 31, 2021, the Company recorded an initial subscription agreement liability of $0.5 million related to this investment and recognized a loss on the subscription agreement liability of $2.4 million, for a total loss of $12.6 million on its equity security. The initial subscription liability was recorded as a Level 3 liability as a result of the discount for lack of marketability. Upon investment, the liability was derecognized and the investment was recorded as a Level 3 investment because the equity security was not registered for resale and a discount for lack of marketability was still applied. Subsequently, the security was registered and the investment was transferred from Level 3 to Level 1. Other investments include investments made via convertible debt instruments totaling $2.0 million and $6.8 million for the years ended years ended December 31, 2022 and 2021. The other investments 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 determining the fair value of 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 years ended December 31, 2022 and 2021, the Company recognized a loss of $1.6 million and a gain of $0.1 million, respectively, on convertible debt instruments. During the year ended December 31, 2022, $3.1 million of the outstanding convertible debt instruments was repaid in full. The contingent consideration liability is 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 assesses 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 consolidated statement of operations until the liability is settled. During the years ended December 31, 2022 and 2021, the Company recognized a gain of The fair value of the Private Placement Warrants was estimated using the Black-Scholes option pricing model and was 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 years ended December 31, 2021 and 2020, the Company recognized a loss of $56.6 million and a gain of $56.4 million, respectively, on the Private Placement Warrants. The Private Placement Warrants were all exercised as of March 2, 2021. There were no transfers between fair Year Ended December 31, 2022 2021 Balance at beginning of period $ 6,750 $ 3,000 Additions — 23,620 Changes in fair value (1,650) (12,450) Disposals (3,100) — Transfers to Level 1 — (7,420) Balance at end of period $ 2,000 $ 6,750 The following table presents information about the Company’s movement in Level 3 liabilities measured at fair value (in thousands): Year Ended December 31, 2022 2021 Balance at beginning of period $ 5,654 $ 93,328 Payment of contingent consideration liability (1,500) — Changes in fair value (1,567) 58,592 Additions — 6,558 Disposals — (2,920) Foreign currency translation — — Exercise of private placement warrants — (149,904) Balance at end of period $ 2,587 $ 5,654 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTS RECEIVABLE | |
ACCOUNTS RECEIVABLE | 7. ACCOUNTS RECEIVABLE The components of accounts receivable are as follows (in thousands): December 31, December 31, 2022 2021 Trade receivables $ 40,121 $ 47,352 Allowance for doubtful accounts (1,640) (665) Total accounts receivable $ 38,481 $ 46,687 The following table summarizes activity in the allowance for doubtful accounts (in thousands): December 31, December 31, 2022 2021 Balance at beginning of period $ 665 $ 500 Provision for uncollectible accounts, net of recoveries 1,393 447 Uncollectible accounts written off (418) (282) Balance at end of period $ 1,640 $ 665 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2022 | |
INVENTORY | |
INVENTORY | 8. INVENTORY Inventory consists of the following (in thousands): December 31, December 31, 2022 2021 Raw materials $ 41,971 $ 24,887 Work in process 11,936 8,875 Finished goods: Deferred cost of sales 3,602 6,999 Manufactured finished goods 34,227 24,638 Total finished goods 37,829 31,637 Total inventory $ 91,736 $ 65,399 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consists of the following (in thousands): December 31, December 31, 2022 2021 Prepaid operating expenses $ 5,705 $ 11,961 Prepaid dues and subscriptions 2,674 1,889 Property and equipment held for sale, net of accumulated depreciation 830 — Prepaid insurance 798 492 Government grants receivable 429 226 Prepaid taxes 395 1,981 Prepaid rent 383 178 Other 5,941 1,481 Total prepaid expenses and other current assets $ 17,155 $ 18,208 During the year ended December 31, 2022, as a result of consolidation and integration efforts, the Company approved a plan to sell a facility in Troy, Michigan, as well as related equipment in the facility. These assets have been classified as assets held for sale, with a carrying value at December 31, 2022 of $0.8 million, on the basis that management was committed to a plan to dispose of the building at the balance sheet date and considered the sale to be probable within one year. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 10. PROPERTY AND EQUIPMENT Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Equipment $ 48,632 $ 42,892 Leasehold improvements 18,527 15,263 Land and buildings 15,893 17,214 Construction in process 5,008 4,185 Furniture and fixtures 2,396 1,844 Software 2,183 2,346 Tooling 2,145 2,000 Computer equipment 2,076 1,725 Automobiles 1,180 905 Property and equipment, gross 98,040 88,374 Less: accumulated depreciation (41,769) (29,664) Total property and equipment, net $ 56,271 $ 58,710 For the years ended years ended December 31, 2022, 2021 and 2020, depreciation expense was $12.1 million, $8.5 million, and $7.6 million, respectively. |
GOODWILL & INTANGIBLE ASSETS
GOODWILL & INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL & INTANGIBLE ASSETS | |
GOODWILL & INTANGIBLE ASSETS | 11. GOODWILL & INTANGIBLE ASSETS The carrying amount of goodwill at December 31, 2022 and 2021 was $113.0 million and $639.3 million, respectively, and has been recorded in connection with the Company’s acquisitions. The goodwill activity is as follows (in thousands): 2022 2021 Balance, beginning of year $ 639,301 $ 2,252 Goodwill impairment (498,800) — Foreign currency translation adjustment (26,940) (4,568) Measurement period adjustments (1) (606) — Additions (2) — 641,617 Balance, end of year $ 112,955 $ 639,301 (1) Note 4. Acquisitions (2) Note 4. Acquisitions Due to sustained declines in the Company’s stock price and the stock prices of comparable companies, we performed interim quantitative assessments as of June 30, 2022 and December 31, 2022, utilizing a combination of the income and market approaches. The results of the quantitative analysis performed indicated that the carrying value of the reporting unit exceeded the fair value. As such, $498.8 million of goodwill impairment charges was recorded during the year ended December 31, 2022. The Company estimated the fair value using a weighted average of the income and market approaches. Specifically, the discounted cash flow method was used under the income approach and the guideline public company and guideline merged and acquired company methods were used under the market approach. The significant assumptions used under the income approach include management’s forecasts of future revenues and EBITDA margins used to calculate projected future cash flows, discount rates, and the terminal growth rate. The terminal value is based on an exit revenue multiple which requires significant assumptions regarding the selections of appropriate multiples that consider relevant market trading data. The Company bases its estimates and assumptions on its knowledge of the additive manufacturing industry, recent performance, expectations of future performance and other assumptions the Company believes to be reasonable. The significant assumptions used under the market approach include the control premium and selection of comparable companies and comparable transactions. Comparable companies and transactions are chosen based on factors including industry classification, geographic region, product offerings, earnings growth and profitability. The Company determined that the estimated fair value of the reporting unit was less than its carrying amount. During the year ended December 31, 2022, the Company recorded goodwill impairment charges of $498.8 million, in the condensed consolidated statements of operations. The Company did not record any goodwill impairment charges during the years ended December 31, 2021 and 2020. The following table sets forth the major categories of intangible assets and the weighted-average remaining useful lives for those assets that are not already fully amortized (in thousands): December 31, 2022 December 31, 2021 Weighted Average Gross Net Gross Net Remaining Useful Carrying Accumulated Carrying Carrying Accumulated Carrying Lives (in years) Amount Amortization Amount Amount Amortization Amount Acquired technology 8.4 $ 196,367 $ 36,919 $ 159,448 $ 198,631 $ 11,421 $ 187,210 Trade name 10.3 12,459 2,374 10,085 12,475 684 11,791 Customer relationships 9.8 67,915 17,663 50,252 69,127 6,296 62,831 Capitalized software 0.5 518 473 45 518 366 152 Total intangible assets $ 277,259 $ 57,429 $ 219,830 $ 280,751 $ 18,767 $ 261,984 The Company recognized amortization expense for years ended December 31, 2022, 2021 and 2020, respectively, as follows (in thousands): Statement of Year Ended December 31, Category Operations Line Item 2022 2021 2020 Acquired technology Cost of Sales $ 23,707 $ 8,569 $ 114 Acquired technology Research and Development 1,748 1,761 646 Trade name General and Administrative 1,688 685 — Customer relationships Sales and Marketing 11,412 6,339 — Capitalized software Research and Development 107 161 128 $ 38,662 $ 17,515 $ 888 The Company expects to recognize the following amortization expense (in thousands): Amortization Expense 2023 $ 41,659 2024 41,722 2025 39,229 2026 29,215 2027 21,005 2028 and after 47,000 Total intangible amortization $ 219,830 |
OTHER NONCURRENT ASSETS
OTHER NONCURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
OTHER NONCURRENT ASSETS | |
OTHER NONCURRENT ASSETS | 12. OTHER NONCURRENT ASSETS The following table summarizes the Company’s components of other noncurrent assets (in thousands): December 31, December 31, 2022 2021 Right of use asset $ 22,147 $ 17,794 Other investments 2,000 6,750 Long-term deposits 573 390 Other 3,043 546 Total other noncurrent assets $ 27,763 $ 25,480 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 13. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s components of accrued expenses and other current liabilities (in thousands): December 31, 2022 2021 Compensation and benefits related $ 8,058 $ 17,124 Warranty reserve 4,301 4,048 Current portion of contingent consideration 2,587 1,471 Current portion of acquisition consideration 1,750 — Franchise and royalty fees 1,448 2,035 Inventory purchases 925 1,072 Professional services 917 2,659 2027 Notes Interest 901 — Commissions 897 849 Income tax payable 761 233 Sales and use and franchise taxes 286 274 Other 3,892 4,064 Total accrued expenses and other current liabilities $ 26,723 $ 33,829 The Company recorded warranty reserve for the years ended December 31, 2022, 2021 and 2020, respectively, as follows (in thousands): Years Ended December 31, 2022 2021 2020 Warranty reserve, at the beginning of the period $ 4,048 $ 1,553 $ 1,491 Warranty reserve assumed in acquisition — 1,389 — Additions to warranty reserve 4,484 2,576 346 Claims fulfilled (4,231) (1,470) (284) Warranty reserve, at the end of the period $ 4,301 $ 4,048 $ 1,553 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
DEBT | 14. DEBT 2027 Convertible Notes — The 2027 Notes are senior unsecured obligations. The 2027 Notes accrue interest at a rate of 6.0% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2022. The 2027 Notes will mature on May 15, 2027, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Before November 15, 2026, holders of the 2027 Notes will have the right to convert their 2027 Notes only upon the occurrence of certain events and during specified periods, including: ● if the last reported sale price per share of the Company’s Common Stock, par value $0.0001 per share exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; ● if during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s Common Stock on such trading day and the conversion rate on such trading day; ● upon the occurrence of certain corporate events or distributions on the Company’s Class A common stock; or ● if the Company calls the 2027 Notes for redemption. From and after November 15, 2026, holders of the 2027 Notes may convert their 2027 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering cash and, if applicable, shares of its Class A common stock. The initial conversion rate is 601.5038 shares of Class A common stock per $1,000 principal amount of 2027 Notes, which represents an initial conversion price of approximately $1.66 per share of Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2027 Notes. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the indenture governing the 2027 Notes) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Company may redeem for cash all or any portion of the 2027 Notes, at the Company’s option, on or after May 20, 2025, and on or before the 40 th However, the Company may not redeem less than all of the outstanding 2027 Notes unless at least $100.0 million aggregate principal amount of 2027 Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any 2027 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2027 Note, in which case the conversion rate applicable to the conversion of that 2027 Note will be increased in certain circumstances if it is converted after it is called for redemption. If certain corporate events that constitute a “Fundamental Change” (as defined in the indenture governing the 2027 Notes) occur, then, subject to a limited exception for certain cash mergers, holders of the 2027 Notes may require the Company to repurchase their 2027 Notes at a cash repurchase price equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s Class A common stock. The 2027 Notes are valued as a single liability measured at amortized cost, which approximates fair value, as no other features require bifurcation and recognition as derivatives. The following table presents the outstanding principal amount and carrying value of the 2027 Notes as of the date indicated (in thousands): December 31, 2022 Principal $ 115,000 Unamortized debt discount (2,502) Unamortized debt issuance costs (664) Net carrying value $ 111,834 The annual effective interest rate for the 2027 Notes was approximately 6.1%. Interest expense related to the 2027 Notes for the periods presented below are as follows (in thousands): Year Ended December 31, 2022 Coupon interest $ 4,389 Amortization of debt discount 358 Amortization of transaction costs 95 Total interest expense $ 4,842 Term Loan PPP Loans Bank Debt— . Payments of principal and interest are made quarterly. During the year ended December 31, 2022, the Company paid Equipment Financing Agreement— recorded in current portion of long-term debt, net of deferred financing costs, in the consolidated balance sheets. The Financing Agreement will mature in June 2023. |
OTHER NONCURRENT LIABILITIES
OTHER NONCURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
OTHER NONCURRENT LIABILITIES | |
OTHER NONCURRENT LIABILITIES | 15. OTHER NONCURRENT LIABILITIES The following table summarizes the Company’s components of other noncurrent liabilities (in thousands): December 31, December 31, 2022 2021 Taxes payable $ 1,034 $ 1,034 Acquisition consideration — 1,750 Other 325 386 Total other noncurrent liabilities $ 1,359 $ 3,170 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | 16. LEASES Lessee At December 31, 2022, the Company recorded $22.1 million as a right of use asset and $23.6 million as an operating lease liability. At December 31, 2021, the Company recorded $17.8 million as a right of use asset and $17.8 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 years ended December 31, 2022 and 2021. 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 years ended December 31, 2022 and 2021. Information about other lease-related balances is as follows (in thousands): Years Ended December 31, 2022 2021 Lease cost Operating lease cost $ 5,718 $ 2,572 Short‑term lease cost 292 129 Variable lease cost 245 178 Finance lease cost 92 6 Total lease cost $ 6,347 $ 2,885 Other Information Operating cash flows used in operating leases $ 6,352 $ 2,862 Operating cash flows used in finance leases 81 8 Weighted‑average remaining lease term—operating leases (years) 5.0 5.1 Weighted‑average remaining lease term—finance leases (years) 7.8 7.6 Weighted‑average discount rate—operating leases 4.3 % 4.3 % Weighted‑average discount rate—finance leases 3.1 % 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 at December 31, 2022, are as follows (in thousands): Operating Leases Finance Leases 2023 $ 6,516 $ 81 2024 4,934 77 2025 4,170 76 2026 3,643 76 2027 3,426 77 2028 and after 2,915 313 Total lease payments 25,604 700 Less amount representing interest (2,625) (89) Total lease liability 22,979 611 Less current portion of lease liability (5,667) (63) Lease liability, net of current portion $ 17,312 $ 548 In February 2022, the Company amended its existing facility lease for the ExOne European headquarters and operating facility in Gersthofen, Germany, extending the lease term set to expire in December 2022 through December 2027, with the option to extend for two additional five-year extension periods. The rent is fixed through December 31, 2024 for an aggregate annual rent totaling $1.7 million, plus applicable taxes and is subject to adjustment on an annual basis thereafter (in accordance with the consumer price index for Germany) through December 31, 2027. As of December 31, 2022, the Company does not have material operating leases that have not commenced. Lessor The Company leases machinery and equipment to customers (principally 3D printing machines and related equipment) under immaterial lease arrangements classified as either operating leases or sales-type leases. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 17. 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 consolidated financial statements. Between September 2021 and the closing of the ExOne Merger on November 12, 2021, twelve putative class action complaints were filed by purported ExOne shareholders against ExOne and the former ExOne Board of Directors alleging violations of federal securities laws in connection with the S-4 filed by ExOne for the ExOne Merger. All have been dismissed. On November 8, 2021, another purported stockholder, Leo Lissog Goldstein, filed a Section 220 complaint in Delaware Chancery Court against ExOne ( Goldstein v. The ExOne Company, Case No. Campanella On November 22, 2021, purported stockholder Pietro Campanella filed a class action lawsuit against ExOne, Desktop Metal, Inc., and former ExOne directors and officers alleging breach of fiduciary duties and aiding and abetting breach of fiduciary duties in connection with the ExOne Merger ( Campanella v. The ExOne Company et al., Case No. 2021-1013 On December 21, 2021, January 14, 2022, February 2, 2022 and February 22, 2022, four alleged shareholders of Desktop Metal stock filed purported securities class action complaints in the United States District Court for the District of Massachusetts. (Luongo v. Desktop Metal, D. Mass., Case No. 1:21-cv-12099-IT; Hathaway v. Desktop Metal, D. Mass., Case No. 1:22-cv-10059-IT; Guzman-Martinez v. Desktop Metal, D. Mass, Case No. 1:22-cv-10173, Xie v. Desktop Metal, Case No. 1:22-cv-10297-IT). Each complaint alleges that Desktop Metal and certain of its officers and directors violated Sections 10(b) and 20(a) of the Securities and Exchange Act by making false or misleading statements regarding EnvisionTEC’s manufacturing and product compliance practices and procedures. On February 4, 2022, the court issued an order consolidating the first three District of Massachusetts securities class actions. On July 7, 2022, the court appointed Sophia Zhou lead plaintiff for the class period of February 17, 2021 through November 15, 2021. The court also vacated its earlier order consolidating the Xie Xie On July 12, 2022, two alleged shareholders of Desktop Metal stock filed derivative actions purportedly on behalf of Desktop Metal in the United States District Court for the District of Massachusetts. (Keyser v. Fulop, et al., Case No. 1:22-cv-11117; Qi v. Fulop, et al., Case No. 1:22-cv-1118). On July 22, 2022, an alleged shareholder of Desktop Metal stock filed a similar derivative complaint in the United States District Court for the District of Delaware (Cherry v. Fulop, et al., Case No. 1:22-cv-00962). The complaints allege that certain officers and directors of Desktop Metal caused harm to the Company by violating Section 14(A) of the Exchange Act and SEC Rule 14a-9 and breaching their fiduciary duties by making false or misleading statements regarding EnvisionTEC’s manufacturing and product compliance practice and procedures. On February 9, 2023, purported stockholder Jeffrey Schantz sent a demand letter to the company, requesting certain books and records of the company related to the December 8, 2020 transaction in which Trine Acquisition Corp. (“Trine”), a special purpose acquisition company (“SPAC”), merged with Desktop Metal. The Company believes that these complaints are all without merit and intends to defend against them vigorously. Whistleblower Complaint 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 manufacturing and product compliance practices at its EnvisionTEC US LLC facility in Dearborn, Michigan. In response, and to address the issues identified in the investigation, the Company implemented changes in the management of the Dearborn facility and improvements in manufacturing and compliance policies and procedures for the applicable products. Following notification to the FDA, the Company also initiated voluntary recalls of certain shipments of Flexcera resins and the PCA4000 curing box. The investigation is now closed, and the matters subject to the investigation and the Company’s responsive actions did not have, and are not anticipated to have, a material impact on the Company’s financial statements or its business. 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 December 31, 2022, the Company had outstanding purchase orders with contract manufacturers in the amount of $61.0 million which are not included in the 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 1.0% - 13.0%, 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 $0.3 million. During the years ended December 31, 2022 and 2021, the Company recorded immaterial licensing and royalty fees. As a result of the acquisition of ExOne, the Company assumed short-term financial guarantees and letters of credit. Within the Company’s normal course of operations, it issues these short-term financial guarantees and letters of credit through a credit facility with a German bank to third parties in connection with certain commercial transactions requiring security. The credit facility provides a capacity amount of $5.3 million for the issuance of financial guarantees and letters of credit for commercial transactions requiring security. At December 31, 2022, total outstanding financial guarantees and letters of credit issued by the Company under the credit facility were $3.9 million, of which $0.9 million have expiration dates ranging from March 2023 to September 2023, and the remaining $3.0 million with no expiration date. At December 31, 2022, cash collateral of $3.9 million was required for financial guarantees and letters of credit issued under the credit facility, and is included in current portion of restricted cash in the consolidated balance sheets. Subsequent to December 31, 2022, the Company entered into an additional purchase commitment of $3.2 million for equipment that it plans to lease to customers in connection with digital dentistry solution offerings related to our Desktop Labs platform. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 18. INCOME TAXES During the years ended December 31, 2022, 2021, and 2020, the Company recorded $1.5 million, $29.7 million and $0.9 million, respectively, of income tax benefit, which was primarily driven by book losses and a partial release of the valuation allowance related to the deferred tax liabilities acquired on various acquisitions during 2021. For financial reporting purposes, loss before provision for income taxes, includes the following components (in thousands): Years Ended December 31, 2022 2021 2020 Domestic $ (474,942) $ (252,343) $ (34,285) Foreign (266,899) (17,659) (670) Loss before income taxes $ (741,841) $ (270,002) $ (34,955) The provision (benefit) for income taxes consists of the following (in thousands): Years Ended December 31, 2022 2021 2020 Current: Federal $ — $ (33) $ — Foreign 368 — — State 35 20 — Total Current 403 (13) — Deferred: Federal 196 (23,378) (670) State 16 (5,494) (270) Foreign (2,113) (783) — Total Deferred (1,901) (29,655) (940) Benefit for income taxes $ (1,498) $ (29,668) $ (940) A reconciliation of the expected income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2022, 2021 and 2020, is as follows: Years Ended December 31, 2022 2021 2020 Effective income tax rate: Expected income tax benefit at the federal statutory rate 21 % 21 % 21 % State taxes 2 % (2) % 6 % Change in valuation allowance (9) % (4) % (68) % Goodwill impairment (15) % — % — % Research and development credit carryover — % (1) % 2 % Stock-based compensation expense (1) % 3 % — % Warrant Expense — % (5) % — % Permanent differences — % — % 42 % Other 2 % (1) % — % Effective income tax rate (0) % 11 % 3 % As of the years ended December 31, 2022 and 2021, deferred tax assets and liabilities consist of the following (in thousands): Years Ended December 31, 2022 2021 Deferred tax assets: Federal and state net operating carryforwards $ 185,842 $ 148,946 Research and development and other credits 10,974 10,977 Start-up costs 11,854 12,904 Stock-based compensation 3,554 4,242 Capitalized research and development 20,793 — Reserves and accruals 3,311 1,452 Deferred lease liability 7,581 4,856 Depreciation — 3 Divisional foreign entity deferred — 2,137 Other deferred tax assets 7,960 6,457 Total gross deferred tax asset 251,869 191,974 Valuation allowance (195,309) (127,150) Net deferred tax asset 56,560 64,824 Deferred tax liabilities: Right‑of‑use asset (7,234) (4,692) Intangible assets (56,794) (68,504) Depreciation (962) (1,527) Other — (796) Total deferred tax liabilities (64,990) (75,519) Net deferred tax liability $ (8,430) $ (10,695) Realization of deferred tax assets is dependent upon the generation of future taxable income. As required by ASC 740 Income Taxes, the Company evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of December 31, 2022. As a result of the fact that the Company has incurred tax losses from inception, 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 nor the benefits of deferred tax assets in certain non-U.S. jurisdictions. As a result of acquisitions in 2021, the Company recorded U.S. deferred tax liabilities in purchase accounting related to non-tax-deductible intangible assets recognized in the financial statements. The acquired deferred tax liabilities are a source of income to support recognition of the Company’s existing deferred tax assets. Pursuant to ASC 805, the impact on a Company’s existing deferred tax assets and liabilities caused by an acquisition should be recorded in the financial statements outside of acquisition accounting. Accordingly, in 2021 the Company recorded an income tax benefit of $29.6 million for the decrease in the valuation allowance as a result of such purchase accounting considerations. The Company maintains a valuation allowance on other U.S. deferred tax assets; and on non-U.S. deferred tax assets in certain jurisdictions. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2022 and 2021 were as follows (in thousands): Years Ended December 31, 2022 2021 Valuation allowance at beginning of the year $ 127,150 $ 111,494 Increases recorded to income tax provision 68,159 45,139 Decreases recorded as a benefit to income tax provision — (29,483) Valuation allowance at end of year $ 195,309 $ 127,150 As of the years ended December 31, 2022 and 2021, the Company had federal net operating loss carryforwards of $692.8 million and $592.5 million, respectively, which may be available to reduce future taxable income. $118.1 million of carryforwards generated in 2017 and prior expire at various dates through 2037. The $574.7 million in carryforwards generated from 2018 forward do not expire. As of the years ended December 31, 2022 and 2021, the Company had State net operating loss carryforwards of $387.7 million and $190.5 million, respectively, which may be available to reduce future taxable income. These carryforwards expire at various dates through 2042. In addition, the Company had federal and state research and development tax credit carryforwards of $10.9 million available to reduce future tax liabilities, which will expire at various dates through 2042. The Company has foreign net operating loss carryforwards available to reduce taxable income in Germany, Japan, Belgium, Italy and the United Kingdom. As of the years ended December 31, 2022 and 2021, the Company had total foreign net operating loss carryforwards of $35.4 million and $32.6 million, respectively. In Germany, the Company has $29.3 million of net operating loss carryforwards, which have an unlimited carryforward period and do not expire. The Company has smaller loss carryforwards in Belgium, Italy, Japan, and the United Kingdom. Utilization of the Company’s net operating loss (“NOL”) carryforwards and research and development (“R&D”) credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 (“Section 382”) as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three year period. During the year ended December 31, 2022, the Company has completed a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception. The study concluded that multiple changes of control did occur since inception and that the net operating loss carryforwards and research and development tax credit carryforwards are subject to an annual limitation under Section 382. As of December 31, 2022, $434.7 million in federal carryforwards and $5.9 million of federal R&D credit carryforwards are subject to limitation. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize and amortize them over five or fifteen years pursuant to Internal Revenue Code Section 174. The capitalization of research and development resulted in a decrease to the Company’s taxable loss however no tax benefit is recognized for the deferred tax asset established for these capitalized expenses due to the Company’s valuation allowance position in the U.S. The Company operates within multiple tax jurisdictions and could be subject to audit in those jurisdictions. Such audits can involve complex income tax issues, which may require an extended period of time to resolve and may cover multiple years. In management’s opinion, adequate provisions for income taxes have been made for all years subject to audit. In the U.S., the Company files income tax returns in the U.S. federal tax jurisdiction and various states. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years after 2018; and for 2018 and earlier years to the extent of the losses carried forward from such earlier years. The Company is currently not under examination by the Internal Revenue Service or any other jurisdiction for any tax years. The Company remains subject to non-U.S. income tax examinations in various jurisdictions for tax years 2017 through 2022. As of December 31, 2022, the Company has a liability of $1.0 million for uncertain tax positions acquired in various acquisitions during 2021. None of these positions are expected to reverse within twelve months. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. At December 31, 2022, the Company had a balance in accrued interest and penalties related to uncertain tax positions of $0.2 million. A reconciliation of the beginning and ending amount of unrecognized tax liabilities as of the years ended December 31, 2022 and 2021 is as follows (in thousands): Years Ended December 31, 2022 2021 Unrecognized tax liability, beginning of year $ 997 $ — Unrecognized tax liability acquired through purchase accounting — 1,005 Gross decreases - foreign exchange translation adjustments — (8) Unrecognized tax liability, end of year $ 997 $ 997 The Company intends to permanently reinvest all earnings of its international subsidiaries in order to support the current and future capital needs of their operations in the foreign jurisdictions. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 19. STOCKHOLDERS’ EQUITY The Company’s authorized shares consisted of 500,000,000 shares of Class A Common Stock, $0.0001 par value (the “Common Stock”) 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 122,073 warrants in 2020 and recorded $0.2 million of expense related to the fair value of the warrants during the year ended December 31, 2020, calculated using the Black-Scholes warrant-pricing model with the following assumptions: Year Ended December 31, 2020 Risk‑free interest rate 2.0 % Expected volatility 52.5 % Expected life (in years) 8.0 - 8.8 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. In August 2020, the Company issued a warrant to purchase up to 366,366 shares of common stock, par value $0.0001, in exchange for technical research and development advisor services. Each warrant was issued at an exercise price of $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 August 22, 2027. The Company recorded $1.7 million of expense related to the fair value of the warrants during the year ended December 31, 2020, calculated using the Black-Scholes warrant-pricing model with the following assumptions: Year Ended December 31, 2020 Risk‑free interest rate 0.5 % Expected volatility 52.5 % Expected life (in years) 0.3 Expected dividend yield — Fair value of Common Stock $ 7.98 366,366 warrants vested upon a change in control and were converted to 244,428 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 were classified as liabilities, and were measured at fair value through earnings. During the years ended December 31, 2021 and 2020, the Company recorded a $56.6 million loss and $56.4 million gain, respectively, 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: Years Ended December 31, 2021 2020 Risk‑free interest rate 0.4% – 0.6 % 0.4 % Expected volatility 55.0 % 50.0 % Expected life (in years) 4.8 4.9 Expected dividend yield — — Fair value of Common Stock $ 19.82 – 30.49 $ 17.20 Exercise price $ 11.50 $ 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. Legacy Desktop Metal Convertible Preferred Stock In connection with the Business Combination, Legacy Desktop Metal’s Convertible Preferred Stock (“Legacy Convertible Preferred Stock”) previously classified as mezzanine was retroactively adjusted, converted into Common Stock, and reclassified to permanent equity as a result of the reverse recapitalization. As of December 31, 2020, there was no Legacy Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination ($ in thousands): Prior to Business Combination Legacy Convertible Preferred Stock Classes Shares Authorized, Issued and Outstanding Preferred Stock Series A Legacy Convertible Preferred Stock, $0.0001 par value 26,189,545 $ 13,878 Series B Legacy Convertible Preferred Stock, $0.0001 par value 23,675,035 37,806 Series C Legacy Convertible Preferred Stock, $0.0001 par value 13,152,896 44,852 Series D Legacy Convertible Preferred Stock, $0.0001 par value 21,075,193 180,353 Series E Legacy Convertible Preferred Stock, $0.0001 par value 13,450,703 134,667 Series E‑1 Legacy Convertible Preferred Stock, $0.0001 par value 2,494,737 24,977 Total 100,038,109 $ 436,533 The following describes the rights and preferences of the Company’s Legacy Convertible Preferred Stock prior to conversion to common stock in the Business Combination: Voting Dividends Liquidation Conversion Redemption |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
STOCK BASED COMPENSATION | |
STOCK BASED COMPENSATION | 20. STOCK-BASED COMPENSATION In 2015, the Board of Directors approved the adoption of the 2015 stock incentive plan (the “2015 Plan”). The 2015 Plan allowed 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. Awards could be made under the 2015 Plan for up to 26,283,789 shares of Common Stock. 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. 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 of Directors. On January 1, 2021, 11,337,837 shares were added as available for issuance to the 2020 Plan. Stock Options 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. In July 2020 in order to incentivize and retain personnel, the Company repriced certain employee unvested stock options held by employees to have an exercise price equal to the most recent 409A private stock valuation. Vested awards were not eligible for repricing. Employees were allowed to opt out of the repricing of unvested stock option grants by providing notice to the Company within a month following the repricing. If an employee did not opt out of the repricing, all unvested options held by such employee were repriced and subject to a new vesting schedule. Repriced options vest over a period of four years from the date of the repricing, with one-year During the years ended December 31, 2022 and 2021, the Company did not grant any options to purchase shares of Common Stock to employees. During the year ended December 31, 2020, the Company granted options to purchase 8,450,799 shares of Common Stock to employees with a fair value of $29.8 million, calculated using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2020 Risk‑free interest rate 0.3% – 1.7 % Expected volatility 52.7% – 54.2 % Expected life (in years) 5.9 – 6.3 Expected dividend yield — Fair value of Common Stock $ 1.40 – 7.98 During the years ended December 31, 2022 and 2021, the Company did not grant any options to purchase shares of Common Stock to non-employees. During the year ended December 31, 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: Year Ended December 31, 2020 Risk‑free interest rate 0.6% – 0.8 % Expected volatility 54.3% – 54.8 % Expected life (in years) 9.4 – 10.0 Expected dividend yield — Fair value of Common Stock $ 1.40 – 7.98 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. The option activity of the Plans for the year ended December 31, 2022, 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, 2022 13,249 $ 1.73 7.23 $ 42,775 Granted — $ Exercised (2,311) $ 1.38 Forfeited/expired (2,515) $ 1.71 Outstanding at December 31, 2022 8,423 $ 1.83 6.02 922 Options vested at December 31, 2022 7,099 $ 1.88 5.76 922 Options vested or expected to vest at December 31, 2022 8,409 $ 1.83 6.02 922 There were no options granted in 2022 and therefore no weighted-average grant date fair value for the year ended December 31, 2022. The weighted-average grant-date fair value for options granted during the years ended December 31, 2021 and 2020 was approximately $5.24, and $3.52, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $4.7 million, $57.2, and $1.8 million, respectively. On September 28, 2020 the Company modified the vesting conditions for certain awards granted to one of its officers such that in the event of a change in control, half of the outstanding unvested options would vest. Upon the Business Combination, the total incremental compensation expense resulting from the modification was approximately $1.8 million. The total stock-based compensation expense related to stock options during the years ended December 31, 2022, 2021 and 2020 was $2.8 million, $6.9 million, and $6.8 million, respectively. Total unrecognized stock-based compensation expense related to unvested stock options at December 31, 2022 aggregated $2.4 million and is expected to be recognized over a weighted-average period of 1.6 years. Performance-Based Stock Options (included above) During the year ended December 31, 2020, 560,256 performance-based stock options were granted to key employees of the Company. These awards vest upon the achievement of certain performance milestones by the Company and prescribed service milestones by the employee. During the year ended December 31, 2021, 83,958 performance-based stock options were forfeited due to employee termination. During the year ended December 31, 2022, 290,038 performance-based stock options were forfeited due to employee termination and the remaining 186,260 performance-based stock options outstanding expired without vesting as the performance milestones were not achieved by the Company. As of December 31, 2022, no unrecognized compensation cost remains. Assumed Stock Options In connection with the acquisition of ExOne, the Company assumed 86,020 unvested stock options which are considered post-combination expense and were valued using the Black-Scholes option-pricing model with the following assumptions: As of November 12, 2021 Risk‑free interest rate 0.5% – 0.8 % Expected volatility 57.2% – 59.4 % Expected life (in years) 1.0 – 2.8 Expected dividend yield — Fair value of Common Stock $ 8.61 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. Restricted Stock Awards In connection with acquisitions, the Company has granted RSAs that are considered post-combination expense and accounted for as stock-based compensation as the shares vest. The activity for stock subject to vesting under the Plans for the year ended December 31, 2022 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2022 264 $ 7.79 Cancelled/Forfeited (5) $ 8.78 Vested (157) $ 7.11 Balance of unvested shares as of December 31, 2022 102 $ 8.78 The total stock-based compensation expense related to RSAs during the years ended December 31, 2022, 2021 and 2020 was $1.0 million, $3.1 million, and $0.6 million, respectively. As of December 31, 2022, the total unrecognized stock-based compensation expense related to unvested RSAs aggregated $0.8 million, and is expected to be recognized over a weighted-average period of 1.1 years. Restricted Stock Units RSUs awarded to employees and non-employees generally vest over four years from the anniversary date of the grant, with 1-year RSU activity under the 2020 Plan for the year ended December 31, 2022 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2022 16,395 $ 7.54 Granted 13,771 $ 3.16 Vested (4,154) $ 11.03 Cancelled/Forfeited (3,867) $ 7.60 Balance of unvested shares as of December 31, 2022 22,145 $ 4.15 The total stock-based compensation expense related to RSUs during the years ended December 31, 2022, 2021 and 2020 was $45.0 million, $18.8 million, and $0.6 million, respectively. Total unrecognized compensation costs related to unvested RSUs at December 31, 2022 was approximately $73.1 million and is expected to be recognized over a weighted-average period of 2.8 years. Restricted stock units include awards that vest subject to certain performance and market-based criteria. Performance-Based Restricted Stock Units (included above) During the year ended December 31, 2021, 670,000 performance-based RSUs were granted to key employees of the Company. These awards vest upon the achievement of certain performance milestones by the Company and prescribed service milestones by the employee. No performance-based RSUs vested during the year ended December 31, 2021. During the year ended December 31, 2021, 120,000 awards expired due to performance milestones not being achieved. During the year ended December 31, 2022, no performance-based RSUs vested and 400,000 performance-based RSUs were forfeited due to employee termination. As of December 31, 2022, 150,000 performance-based RSUs remain outstanding. During the year ended December 31, 2020, 124,300 performance-based RSUs were granted to a key employee of the Company. This award vests upon the achievement of certain performance milestones by the Company and prescribed service milestones by the employee. No performance-based RSUs vested during the years ended December 31, 2022 and 2021. As of December 31, 2022, 124,300 performance-based RSUs remain outstanding. Market-Based Restricted Stock Units (included above) In October 2021 the Compensation Committee of the Company’s Board of Directors awarded certain executive officers a total of up to 9,070,269 market-based restricted share units. These restricted stock units will vest and result in the issuance of shares of Common Stock based on continuing employment and the achievement of certain market conditions set by the Company. The Company used a Monte Carlo simulation model to estimate the grant-date fair value of the restricted stock units granted in October 2021. The fair value is recorded as stock compensation expense in the consolidated statements of operations over the period from the date of grant to October 2026 regardless of the actual outcome achieved. The table below sets forth the assumptions used to value the market-based awards and the estimated grant-date fair value: October 2021 Awards Risk-free interest rate 1.3 % Expected dividend yield — % Remaining performance period (in years) 7.0 Expected volatility 55.0 % Estimated grant date fair value (per share) $ 0.98 – 4.95 Target performance (number of shares) 9,070,269 During the year ended December 31, 2021, one of the executive officers resigned from the Company, forfeiting his market-based award. As the service condition was not met prior to his resignation, no stock-based compensation expense was recorded for this award. No market-based RSUs vested or were forfeited during the year ended December 31, 2022. As of December 31, 2022, 6,802,702 market-based restricted share units remain outstanding. Liability-Classified Share-Based Arrangement During the year ended December 31, 2021, the Compensation Committee of the Company’s Board of Directors provided performance goals and achievement criteria to certain key employees. If these performance criteria are met, the Company has committed to issue RSU grants with a target fair value of $8.5 million on the future grant date. The awards will vest upon prescribed service milestones of the employee subsequent to the achievement of the specified performance criteria. During the year ended December 31, 2022, the designated employees terminated employment and the liability-classified awards were forfeited. As of December 31, 2022, there is no fair value associated with these awards. The liability-classified awards have been excluded from the potentially dilutive securities table. Bonus Program In June 2022, the Compensation Committee approved an amendment to the Company’s bonus program ("2022 Bonus Program"). Certain employees were granted dollar bonus amounts, which are to be paid out in RSUs. The number of RSUs awarded will be determined using the closing price of the Company's Common Stock on the date of the Board's final certification of the Company's performance attainment and awards to be issued to each employee. The Company has accounted for these awards as liability-based awards, since the monetary value of the obligation associated with the award is based predominantly on a fixed monetary amount known at inception, and it has an unconditional obligation that it must or may settle by issuing a variable number of its equity shares. The Company will recognize stock-based compensation expense over the employees’ requisite service period, based on the expected attainment of the Company-wide targets. As of December 31, 2022, the Company has accrued $0.8 million associated with these awards, which is recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets. The Company has recorded stock-based compensation expense of $0.8 million for the year ended December 31, 2022. Stock-Based Compensation Expense Total stock-based compensation expense related to all of the Company’s stock-based awards granted is reported in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2022 2021 2020 Research and development (1) $ 24,394 $ 11,446 $ 3,276 General and administrative expense 16,748 10,939 3,464 Sales and marketing expense 5,386 4,593 894 Cost of sales 2,257 1,800 372 Total stock-based compensation expense $ 48,785 $ 28,778 $ 8,006 (1) Note 24. Restructuring Charges During the year ended December 31, 2022, the Company recognized $0.8 million of stock-based compensation expense associated with liability-classified awards related to the 2022 Bonus Program. During the years ended December 31, 2021 and 2020, the Company did not recognize any stock-based compensation expense associated with liability-classified awards. There were 17,763,707 shares available for award under the 2020 Plan at December 31, 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS As a result of the acquisition of EnvisionTEC, the Company entered into certain agreements with entities affiliated with Mr. El Siblani, who served as a director and executive officer of the Company until his resignation November 5, 2021. As of December 31, 2021, the Company recorded $0.5 million of right of use asset and $0.6 million of lease liability related to leases with Mr. El Siblani. During the year ended December 31, 2021, the Company paid $0.4 million of lease expense related to these leases. Additionally, during the year ended December 31, 2021, the Company paid $0.3 million of service expense to entities owned by Mr. El Siblani. As a result of other acquisitions, the Company assumed lease agreements with related parties for facilities located across the United States which extend through 2029. As of December 31, 2022 December 31, 2021 The Company sells products to Lightforce Orthodontics which is affiliated with a member of the Company’s Board of Directors. Management believes the sales were conducted on terms equivalent to those prevailing in an arm’s-length transaction. During the year ended December 31, 2022 the Company recognized $1.5 million of revenue. As of December 31, 2022, the Company has an immaterial account receivable balance with Lightforce Orthodontics. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 22. 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 during the year ended December 31, 2022 Americas EMEA APAC Total Products $ 124,778 $ 48,981 $ 16,489 $ 190,248 Services 11,324 6,159 1,292 18,775 Total $ 136,102 $ 55,140 $ 17,781 $ 209,023 Revenue during the year ended December 31, 2021 Americas EMEA APAC Total Products $ 71,875 $ 22,404 $ 11,715 $ 105,994 Services 4,087 1,693 634 6,414 Total $ 75,962 $ 24,097 $ 12,349 $ 112,408 Revenue during the year ended December 31, 2020 Americas EMEA APAC Total Products $ 5,250 $ 6,629 $ 1,839 $ 13,718 Services 1,415 1,159 178 2,752 Total $ 6,665 $ 7,788 $ 2,017 $ 16,470 During the years ended December 31, 2022, 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): Years Ended December 31, 2022 2021 2020 Revenue recognized at a point in time $ 190,248 $ 105,994 $ 13,718 Revenue recognized over time 18,775 6,414 2,752 Total $ 209,023 $ 112,408 $ 16,470 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): Years Ended December 31, 2022 2021 Americas $ 56,145 $ 58,355 EMEA 16,399 11,289 APAC 5,874 6,861 Total long-lived assets $ 78,418 $ 76,505 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 23. NET LOSS PER SHARE The Company computes basic loss per share 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. Years Ended December 31, (in thousands, except per share amounts) 2022 2021 2020 Numerator for basic and diluted net loss per share: Net loss $ (740,343) $ (240,334) $ (34,015) Denominator for basic and diluted net loss per share: Weighted-average shares 314,817 260,770 157,906 Net loss per share—Basic and Diluted $ (2.35) $ (0.92) $ (0.22) 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 December 31, 2022, 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): Years Ended December 31, 2022 2021 2020 Common Stock options outstanding 8,423 13,249 19,553 Unvested restricted stock units outstanding 22,145 16,395 683 Unvested restricted stock awards outstanding 102 264 279 6.0% Convertible Senior Notes due 2027 86,466 — — Common Stock warrants outstanding — — 25,010 Unvested Trine Founder Shares, held in escrow — — 1,851 Total shares 117,136 29,908 47,376 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 12 Months Ended |
Dec. 31, 2022 | |
RESTRUCTURING CHARGES. | |
RESTRUCTURING CHARGES | 24. RESTRUCTURING CHARGES In June 2022, the Board of Directors approved a strategic integration and cost optimization initiative that includes a global workforce reduction, facilities consolidation, and other operational savings measures (the “Initiative”). The purpose of the Initiative is to streamline the Company’s operational structure, reducing its operating expenses and managing its cash flows. During the year ended December 31, 2022, the Company recorded the following activity in accrued expenses and other current liabilities in the consolidated balance sheet (in thousands): Year Ended December 31, 2022 Accrued expenses, January 1, 2022 $ — Restructuring charges 14,270 Cash payments (2,829) Stock-based compensation (7,312) Inventory write-off (3,085) Restructuring accrual estimate adjustment 51 Accrued expenses, December 31, 2022 $ 1,095 During the year ended December 31, 2022, the Company recorded restructuring charges of $14.3 million related to employee severance, benefits and related costs, inventory write-offs and facility consolidations which were expensed as follows (in thousands): Year Ended December 31, 2022 Cost of goods sold $ 3,273 Research and development (1) 8,485 Sales and marketing 1,131 General and administrative 998 Interest and other (expense) income, net 383 Total restructuring charges (2) $ 14,270 (1) (2) As of December 31, 2022, the Company had $0.8 million of restructuring charges, recorded in accrued expenses and other current liabilities in the consolidated balance sheet. In January 2023, the Company committed to additional action to continue and expand the Initiative, resulting in an estimated $19.6 million to $26.0 million of additional restructuring costs. The Company anticipates that the Initiative will be substantially complete by the end of 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS On January 31, 2023, the Company committed to additional actions to continue and expand the Initiative. These additional actions include closing and consolidating select locations in the United States and Canada and reducing our workforce by an additional 15%., prioritizing investments and operations in line with near-term revenue generation, positioning us to achieve our long-term financial goals. For all committed restructuring activities under the Initiative, we expect to incur total pre-tax restructuring charges of $19.6 million to $26.0 million related to one-time termination benefits and associated costs, inventory write-offs, lease termination and equipment exit costs, and contract termination costs. The Company continues to anticipate that the Initiative will be substantially complete by the end of 2023. On December 8, 2020, the Company, then operating under the name Trine Acquisition Corp., held a special meeting of stockholders (the “2020 Special Meeting”) to approve certain matters relating to its proposed business combination with Desktop Metal, Inc. and Sparrow Merger Sub, Inc. Two of these matters were (1) a proposal to increase the total number of authorized shares of the Company’s Class A common stock, par value A recent decision of the Delaware Court of Chancery has created uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (“DGCL”) would have required the Class A Increase Amendment and the New Certificate of Incorporation to be approved by a separate vote of the majority of the Company’s then-outstanding shares of Class A common stock, in addition to a majority of the shares of Class A and Class B common stock voting together (“Boxed Decision”). While the Company believes that the Company's shares have been validly authorized since their original issuance, in light of the Boxed Decision, on February 13, 2023 the Company filed a petition in the Court of Chancery pursuant to Section 205 of the DGCL seeking validation of the Class A Increase Amendment, the New Certificate of Incorporation, and the shares issued in reliance on the effectiveness of the Class A Increase Amendment and the New Certificate of Incorporation to resolve any uncertainty with respect to those matters. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts and stock after considering a variety of factors. On February 28, 2023, the Court of Chancery granted the Company’s Petition and issued an order providing that “1. The Class A Increase Amendment, including the filing and effectiveness thereof, is hereby validated and declared effective as of 12:01 a.m. (EDT) on December 9, 2020, 2. The New Certificate of Incorporation, including the filing and effectiveness thereof, is hereby validated and declared effective as of 4:15 p.m. (EDT) on December 9, 2020 and 3. All shares of capital stock of the Company issued in reliance on the effectiveness of the Class A Increase Amendment and New Certificate of Incorporation are hereby validated and declared effective as of the date and time of the original issuance of such shares.” The Court’s granting of the Section 205 Petition has addressed and eliminated the uncertainty created by the Boxed Decision. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The 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”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The functional currency of all wholly owned subsidiaries is U.S. Dollars. 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 December 31, 2022, 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, may impact 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 take to contain or treat COVID-19, the severity and impact of new variants of COVID-19, and the reactions by consumers, companies, governmental entities, and capital markets to such actions. |
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 most wholly owned subsidiaries is U.S. Dollars, except for certain international subsidiaries, for which it is Euros, British Pound Sterling, or Japanese Yen, depending on the subsidiary’s location. 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 approximate 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 (expense) income, net in the consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make judgements, estimates and assumptions regarding uncertainties that affect the reported amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, realizability of inventory, goodwill, intangibles, stock-based compensation, and fair values of common stock. The Company bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of standard checking accounts, money market accounts and certain investments. The Company classifies any marketable security with an original maturity date of 90 days or less at the time of purchase as a cash equivalent. |
Short-Term Investments | Short - Term Investments The Company invests its excess cash in fixed income instruments denominated and payable in U.S. dollars including U.S. treasury securities, commercial paper, corporate bonds, government bonds, and asset-backed securities in accordance with the Company’s investment policy that primarily seeks to maintain adequate liquidity and preserve capital. Short-term investments represent holdings of available-for-sale marketable securities in accordance with the Company’s investment policy and cash management strategy. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations. All investments in marketable securities mature within one year. The Company also invests in equity securities which are carried at fair value based upon quoted prices in active markets. The Company’s recognizes unrealized gains (losses) on equity securities in interest and other (expense) income, net in the consolidated statements of operations. |
Restricted Cash | Restricted Cash Restricted cash represents cash and cash equivalents that are restricted to withdrawal or use as of the reporting date. Restricted cash typically relates to deposits to secure letters of credit, cash the Company is contractually obligated to maintain related to acquisitions, as well as contractually required security deposits. |
Financial Instruments | Financial Instruments The Company’s financial instruments are comprised of cash and cash equivalents, short-term investments, restricted cash, accounts receivable and accounts payable. The Company’s other current financial assets and current financial liabilities have fair values that approximate their carrying values due to the short maturity of these balances. |
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 produced parts. 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. If the Company cannot objectively determine that the product provided to the customer is in accordance with agreed-upon specifications, revenue is not recognized until customer acceptance is received. Services revenue consists of installation, training, and post-installation hardware and software support, as well as various software solutions the Company offers to facilitate the operation of the Company’s products. The Company offers multiple software products, which are licensed through either a cloud-based solution and/or on-device software, depending on the product. For the cloud-based solution, which the customer does not have the right to take possession of, the Company typically 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 on-device software subscriptions, the Company typically recognizes revenue once the customer has been given access to the software. When the Company enters into development contracts, control of the development service is transferred over time, and the related revenue is recognized as services are performed. 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. For certain deferred maintenance contracts where sufficient historical evidence indicates that the costs of performing the related services under the contract are not incurred on a straight-line basis, the associated revenue is recognized at a point in time in proportion to the costs expected to be incurred. The Company generates certain revenues through the sale of research and development services. Revenue under research and development service contracts is generally recognized over time where progress is measured in a manner that reflects the transfer of control of the promised goods or services to the customer. Depending on the facts and circumstances surrounding each research and development service contract, revenue is recognized over time using either an input measure (based on the entity’s direct costs incurred in an effort to satisfy the performance obligations) or an output measure (specifically units or parts delivered, based upon certain customer acceptance and delivery requirements). In certain circumstances, the Company generates revenue through leases of machinery and equipment to customers. These leases are classified as either operating or sales-type leases and generally have lease terms ranging from one 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: • • • • • Nature of Products and Services The Company sells its products 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. If the Company cannot objectively determine that the products provided to the customer are in accordance with agreed-upon specifications, revenue is not recognized until customer acceptance is received. 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. For certain maintenance contracts, there is a detail of specified maintenance which is performed at predetermined intervals and is recognized when the professional services are performed. 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. When the Company has a noncancelable contract and the right to invoice prior to shipment based on payment terms, the Company records the receivable and related customer deposits in the consolidated balance sheets. 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. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, customer deposits and deferred revenues (contract liabilities) on the consolidated balance sheets. Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable at the time of invoicing. For most contracts, customers are invoiced a substantive portion of the arrangement prior to shipment of products or performance of services. The Company will typically bill in advance for post-installation support and cloud-based software licenses, resulting in deferred revenue. When products have been delivered, but the product revenue associated with the arrangement has been deferred the Company includes the costs for the delivered items in inventory on the consolidated balance sheets until recognition of the related revenue occurs, at which time it is recognized in cost of sales. The Company’s contracts are primarily one year or less, and as such, most of the deferred revenue outstanding at the end of the fiscal year is recognized during the following year. Purchases of post-installation customer support and maintenance may range from one The Company sells products directly to end-users as well as through a reseller network. Under the reseller arrangement, the reseller is determined to be the Company’s customer, and revenue is recognized based on the amounts the Company is entitled to, reduced by any payments owed to the resellers. On certain contracts, the Company utilizes external partners and an internal sales team to sell direct to the end user. The Company acts as a principal in the contracts with users when utilizing external partners because the Company controls the product, establishes the price, and bears the risk of nonperformance, until it is transferred to the end user. The Company records the revenue on a gross basis and commissions are recorded as a sales and marketing expense in the statement of operations. The Company recognizes its commission expense as a point-in-time expense as contract obligations are primarily completed within a one-year contract period. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts In evaluating the collectability of accounts receivable, the Company assesses a number of factors, including specific customers’ abilities to meet their financial obligations, the length of time receivables are past due, and historical collection experience. If circumstances related to specific customers change, or economic conditions deteriorate such that past collection experience is no longer relevant, the Company’s estimate of the recoverability of accounts receivable could be further reduced from the levels provided for in the consolidated financial statements. The Company evaluates specific accounts for which it is believed a customer may have an inability to meet their financial obligations. In these cases, judgment is applied, based on available facts and circumstances, and a specific reserve is recorded for that customer to reduce the receivable to an amount expected to be collected. These specific reserves are reevaluated and adjusted as additional information is received that impacts the amount reserved. |
Remaining Performance Obligations | Remaining Performance Obligations Remaining performance obligations are the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. The Company has elected to apply the practical expedient associated with incremental costs of obtaining a contract, and as such, sales commission expense is generally expensed when incurred because the amortization period would be one year or less. These costs are recorded within sales and marketing expense in the consolidated statements of operations. |
Net Loss Per share | Net Loss Per Share The Company presents basic and diluted loss per share amounts. Basic loss per share is calculated by dividing net loss available to holders of Common Stock by the weighted average number of shares of Common Stock outstanding during the applicable period. The denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. Potential dilutive shares outstanding include the dilutive effect of in-the-money options, unvested Restricted Stock Awards (“RSAs”), and unvested Restricted Stock Units (“RSUs”) using the treasury stock method. In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because dilutive shares are not assumed to have been issued if their effect is anti-dilutive. |
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 operating expenses, the grants are recognized as a reduction of the related expense in the consolidated statements of operations. During the years ended December 31, 2022 and 2021, the Company recognized $0.4 million and $1.0 million, respectively, related to grants in the research and development line within the consolidated statements of operations. During the year ended December 31, 2020, the Company did not recognize any research and development grants. 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 and other current liabilities or other long-term liabilities, depending on when the Company expects to use the proceeds. |
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 |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, approximating a first-in, first-out basis. The Company provides for inventory losses based on obsolescence and levels in excess of forecasted demand. Inventory is reduced to the estimated net realizable value based on historical usage and expected demand. Inventory provisions based on obsolescence and inventory in excess of forecasted demand are recorded through cost of sales in the consolidated statements of operations. |
Concentrations of Credit Risk and Off-Balance-Sheet Risk | Concentrations of Credit Risk and Off-Balance-Sheet Risk In the normal course of operations, ExOne GmbH issues short-term financial guarantees and letters of credit to third parties in connection with certain commercial transactions requiring security through a credit facility with a German bank. At December 31, 2022, total outstanding financial guarantees and letters of credit issued were $3.9 million. The Company has no other significant off-balance-sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents. The Company maintains its cash and cash equivalents principally with accredited financial institutions of high-credit standing. As of December 31, 2022, 2021, and 2020, no single customer accounted for more than 10% of revenue. As of December 31, 2022, no single customer accounted for more than 10% of total accounts receivable. As of December 31, 2021, one customer accounted for 24% of total accounts receivable. |
Customer Deposits | Customer Deposits Payments received from customers who have placed reservations or purchase orders in advance of shipment are refundable upon cancellation or non-delivery by the Company and are included within customer deposits on the consolidated balance sheets. |
Other Investments | Other Investments The Company periodically makes investments in companies within the additive manufacturing industry. The Company monitors events or changes in circumstances that may have a significant effect on the fair value of investments, either due to impairment or based on observable price changes, and records necessary adjustments in interest and other (expense) income, net in the consolidated statements of operations. |
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 6 - 50 years Automobiles 2 - 7 years Furniture and fixtures 2 - 10 years Computer equipment 2 - 7 years Tooling 3 years Software 2 - 5 years Leasehold improvements Shorter of asset’s useful life or remaining life of the lease |
Leases | Leases For lease arrangements in which the Company is the lessee, the Company determines if an arrangement is a lease at inception. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company assesses it plans to renew its material leases on an annual basis. Operating leases are included in other assets, current portion of lease liability, and lease liability, net of current portion on the Company’s consolidated balance sheets. Right of use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the expected remaining lease term. As the interest rate implicit in the Company’s leases is typically not readily determinable, the Company uses its incremental borrowing rate for a similar term of lease payments based on the information available at commencement date in determining the present value of future payments. The Company elected the short-term lease recognition practical expedient and therefore, the Company does not recognize right of use assets or lease liabilities for leases with less than a twelve-month duration. The Company also elected the practical expedient to account for lease agreements which contain both lease and non-lease components as a single lease component. For lease arrangements in which the Company is the lessor, the Company determines whether the lease arrangement is classified as an operating lease or sales-type lease at inception. The Company’s operating lease arrangements have initial terms generally ranging from one The Company’s sales-type lease arrangements generally include transfer of ownership at the end of the lease term, and as such, the Company’s net investment in sales-type lease arrangements presented in the consolidated balance sheets generally does not include an amount of unguaranteed residual value. For certain of the arrangements, the Company separates and allocates certain non-lease components (principally maintenance services) from non-lease components. Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from lease income) basis. In determination of the lease term, the Company considers the likelihood of lease renewal options and lease termination provisions. |
Business Combinations | Business Combinations The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The Company generally values the identifiable intangible assets acquired using a discounted cash flow model. The significant estimates used in valuing certain of the intangible assets, include, but are not limited to future expected cash flows of the asset, discount rates to determine the present value of the future cash flows and expected technology life cycles. Intangible assets are amortized over their estimated useful life; the period over which the Company anticipates generating economic benefit from the asset. Fair value adjustments subsequent to the acquisition date, that are not measurement period adjustments, are recognized in earnings. |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that is not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill. Goodwill is not amortized but is tested for impairment at least annually (as of the first day of the fourth quarter) or as circumstances indicate the value may no longer be recoverable. To assess if goodwill is impaired, the Company performs a qualitative assessment to determine whether further impairment testing is necessary. The Company then compares the carrying amount of the single reporting unit to the fair value of the reporting unit. An excess carrying value over fair value would indicate that goodwill may be impaired. Due to sustained declines in the Company’s stock price and the stock prices of comparable companies, we performed interim quantitative assessments as of June 30, 2022 and December 31, 2022, utilizing a combination of the income and market approaches. The results of the quantitative analysis performed indicated that the carrying value of the reporting unit exceeded the fair value. As such, $498.8 million of goodwill impairment charges was recorded during the year ended December 31, 2022. |
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 in-process research and development expense at acquisition. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. The Company does not believe that any events have occurred through December 31, 2022, that would indicate its long-lived assets are impaired. |
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 consolidated statements of operations. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development expense includes costs, primarily related to salaries and benefits for employees, prototypes and design expenses, incurred to develop intellectual property and is charged to expense as incurred. |
Capitalized Software | Capitalized Software Costs incurred internally in researching and developing a software product to be sold to customers are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, costs incurred during the application development phase are capitalized only when the Company believes it is probable the development will result in new or additional functionality, and such software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. The Company has determined that technological feasibility for software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released, such that there are no material costs to capitalize. The Company capitalizes certain costs related to the development of software within Intangible assets in the consolidated balance sheets and amortizes the costs on a straight-line basis over the estimated useful life of the asset, which is typically 3 years. The Company also capitalizes certain costs related to the implementation of cloud computing software within prepaid and other current assets and other noncurrent assets in the consolidated balance sheets. The types of costs capitalized during the application development phase include employee compensation, as well as consulting fees for third-party developers working on these projects. If a renewal option is included in the contract, the Company estimates the contractual term based on the renewal period. The capitalized costs are amortized on a straight-line basis over the estimated useful life of the asset, including any estimated renewal period. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period. The Company accounts for all stock options granted to employees and nonemployees using a fair value method. The fair value of options on the date of grant is calculated using the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on the fair value of the Company’s stock, historical data, peer company data and judgment regarding future trends and factors. For awards with service conditions only, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. For awards with service and performance-based conditions, the Company recognizes stock-based compensation expense using the graded vesting method over the requisite service period. Estimates of stock-based compensation expense for an award with performance conditions are based on the probable outcome of the performance conditions and the cumulative effect of any changes in the probability outcomes are recorded in the period in which the changes occur. For awards with service and market-based conditions, the Company recognizes stock-based compensation expense on a straight-line based over the requisite service period for each tranche. Stock-based compensation expense for awards with a market condition is calculated using a Monte Carlo valuation approach. The Company estimates forfeitures that will occur based on a historical forfeiture rate in their determination of the expense recorded. |
Restructuring Charges | Restructuring Charges The Company incurs restructuring charges in connection with workforce reductions, facility closures or consolidations, inventory write-offs and other actions. Such costs include employee severance, benefits and related costs, termination of contractual obligations, non-cash asset charges, and other direct incremental costs. The Company records employee termination liabilities at the time the relevant employees are notified, unless the employees will be retained to render service beyond a minimum retention period for transition purposes, in which case the liability is recognized ratably over the future service period. Other costs associated with a restructuring plan, such as consulting or professional fees, facility exit costs, accelerated depreciation or asset impairments associated with a restructuring plan, are recognized in the period in which the liability is incurred or the asset is impaired. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method; under this method, deferred tax assets and liabilities are determined based on differences between financial reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. The Company utilizes a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company also recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss consists of its net loss, unrealized gain and loss from investments in debt securities, and foreign currency translation adjustments. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recently Adopted Accounting Guidance In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which reduced the number of models used to account for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that would have previously been accounted for as derivatives and modified the diluted earnings per share calculations for convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022. As a result of the adoption of ASU 2020-06, the convertible notes issued in May 2022 were considered to be debt with no allocation to equity. In June 2016, the FASB issued ASU 2016 13, Financial Instruments—Credit Losses. This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. The Company adopted the ASU as of January 1, 2022, which did not have a material effect on the Company’s condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives of the assets | Asset Classification Useful Life Equipment 2 - 20 years Buildings 6 - 50 years Automobiles 2 - 7 years Furniture and fixtures 2 - 10 years Computer equipment 2 - 7 years Tooling 3 years Software 2 - 5 years Leasehold improvements Shorter of asset’s useful life or remaining life of the lease |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of proforma financial information is based on the historical financial statements | The following unaudited 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, A.I.D.R.O., Brewer Dental, May Dental, and ExOne had occurred on January 1, 2020 (in thousands): Year Ended December 31, 2021 2020 (unaudited) (unaudited) Net revenues $ 207,688 $ 164,947 Net income (loss) $ (273,319) $ (138,346) |
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 |
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) |
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 $ 143,795 Equity consideration 159,847 Total consideration transferred $ 303,642 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the 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 7,668 Prepaid expenses and other current assets 1,081 Restricted cash - noncurrent 285 Property and equipment 1,540 Intangible assets 137,300 Other noncurrent assets 1,801 Total assets acquired $ 158,520 Liabilities assumed: Accounts payable $ 1,442 Customer deposits 2,460 Current portion of lease liability 605 Accrued expenses and other current liabilities 13,706 Liability for income taxes 480 Deferred revenue 492 Current portion of long-term debt 898 Long-term debt 285 Deferred tax liability 29,009 Lease liability, net of current portion 1,189 Total liabilities assumed $ 50,566 Net assets acquired $ 107,954 Goodwill $ 195,688 Total net assets acquired $ 303,642 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Acquired technology $ 77,800 7 – 14 years Trade name 8,600 14 years Customer relationships 50,900 12 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 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 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 $ 32,635 Liabilities assumed: Accounts payable $ 280 Current portion of lease liability 151 Accrued expenses and other current liabilities 100 PPP loan payable 311 Deferred revenue 12 Lease liability, net of current portion 502 Deferred tax liability 4,616 Total liabilities assumed $ 5,972 Net assets acquired $ 26,663 Goodwill $ 35,113 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 | 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 useful life of identifiable intangible assets acquired | 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 $ 26,042 Total consideration transferred $ 26,042 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the 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 $ 8,839 Total net assets acquired $ 26,042 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Trade name $ 1,300 8.5 years Customer relationships 3,700 9.5 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 $ 5,683 Total consideration transferred $ 5,683 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the 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 $ 3,515 Total net assets acquired $ 5,683 |
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 |
Larry Brewer Dental Lab, 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 $ 7,613 Total consideration transferred $ 7,613 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At October 14, 2021 Assets acquired: Cash and cash equivalents $ 1,574 Accounts receivable 524 Inventory 226 Property and equipment 375 Intangible assets 2,630 Other noncurrent assets 706 Total assets acquired $ 6,035 Liabilities assumed: Accounts payable $ 34 Current portion of lease liability 87 Accrued expenses and other current liabilities 145 Lease liability, net of current portion 619 Total liabilities assumed $ 885 Net assets acquired $ 5,150 Goodwill $ 2,463 Total net assets acquired $ 7,613 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Trade name $ 230 8 years Customer relationships 2,400 8 years Total intangible assets $ 2,630 |
May Dental Lab, 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 $ 12,522 Total consideration transferred $ 12,522 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At October 29, 2021 Assets acquired: Cash and cash equivalents $ 230 Accounts receivable 677 Inventory 343 Prepaid expenses and other current assets 98 Property and equipment 495 Intangible assets 4,340 Other noncurrent assets 1,416 Total assets acquired $ 7,599 Liabilities assumed: Accounts payable $ 209 Current portion of lease liability 201 Accrued expenses and other current liabilities 255 Lease liability, net of current portion 1,216 Total liabilities assumed $ 1,881 Net assets acquired $ 5,718 Goodwill $ 6,804 Total net assets acquired $ 12,522 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Trade name $ 3,900 9 years Customer relationships 440 10 years Total intangible assets $ 4,340 |
ExOne Company | |
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 $ 201,399 Equity consideration 411,603 Total consideration transferred $ 613,002 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At November 12, 2021 Assets acquired: Cash and cash equivalents $ 119,068 Restricted cash - current 3,007 Accounts receivable 13,611 Inventory 27,200 Prepaid expenses and other current assets 5,165 Property and equipment 33,991 Intangible assets 82,100 Other noncurrent assets 2,734 Total assets acquired $ 286,876 Liabilities assumed: Accounts payable $ 5,830 Accrued expenses and other current liabilities 10,368 Current portion of deferred revenue 15,331 Customer deposits 10,168 Current portion of operating lease liability 1,919 Deferred tax liability 3,465 Lease liability, net of current portion 332 Deferred revenue, net of current portion 147 Other noncurrent liabilities 321 Total liabilities assumed $ 47,881 Net assets acquired $ 238,995 Goodwill $ 374,007 Total net assets acquired $ 613,002 |
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 Developed Technology $ 72,900 8 years Trade name 1,300 4 years Customer relationships 7,900 12 years Total intangible assets $ 82,100 |
CASH EQUIVALENTS AND SHORT-TE_2
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 51,274 $ — $ — $ 51,274 Total cash equivalents 51,274 — — 51,274 Commercial paper 39,781 — — 39,781 Corporate bonds 28,970 — (156) 28,814 U.S. Treasury securities 19,896 — (78) 19,818 Government bonds 14,846 — (102) 14,744 Asset-backed securities 4,000 — (2) 3,998 Total short-term investments 107,493 — (338) 107,155 Total cash equivalents and short-term investments $ 158,767 $ — $ (338) $ 158,429 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 46,521 $ — $ — $ 46,521 Total cash equivalents 46,521 — — 46,521 Commercial paper 70,401 — — 70,401 Corporate bonds 65,645 — (28) 65,617 Government bonds 36,487 — (11) 36,476 Asset-backed securities 24,665 — (10) 24,655 Total short-term investments 197,198 — (49) 197,149 Total cash equivalents and short-term investments $ 243,719 $ — $ (49) $ 243,670 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): December 31, 2022 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 $ 51,274 $ — $ — $ 51,274 Commercial paper — 39,781 — 39,781 Corporate bonds — 28,814 — 28,814 U.S. Treasury securities — 19,818 — 19,818 Government bonds — 14,744 — 14,744 Asset-backed securities — 3,998 — 3,998 Equity securities 1,088 — — 1,088 Other investments — — 2,000 2,000 Total assets $ 52,362 $ 107,155 $ 2,000 $ 161,517 Liabilities: Contingent consideration $ — $ — $ 2,587 $ 2,587 Total liabilities $ — $ — $ 2,587 $ 2,587 December 31, 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 $ 46,521 $ — $ — $ 46,521 Commercial paper — 70,401 — 70,401 Corporate bonds — 65,617 — 65,617 Government bonds — 36,476 — 36,476 Asset-backed securities — 24,655 — 24,655 Equity securities 7,420 — — 7,420 Other investments — — 6,750 6,750 Total assets $ 53,941 $ 197,149 $ 6,750 $ 257,840 Liabilities: Contingent consideration $ — $ — $ 5,654 $ 5,654 Total liabilities $ — $ — $ 5,654 $ 5,654 |
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): Year Ended December 31, 2022 2021 Balance at beginning of period $ 6,750 $ 3,000 Additions — 23,620 Changes in fair value (1,650) (12,450) Disposals (3,100) — Transfers to Level 1 — (7,420) Balance at end of period $ 2,000 $ 6,750 |
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): Year Ended December 31, 2022 2021 Balance at beginning of period $ 5,654 $ 93,328 Payment of contingent consideration liability (1,500) — Changes in fair value (1,567) 58,592 Additions — 6,558 Disposals — (2,920) Foreign currency translation — — Exercise of private placement warrants — (149,904) Balance at end of period $ 2,587 $ 5,654 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTS RECEIVABLE | |
Schedule of accounts receivable | The components of accounts receivable are as follows (in thousands): December 31, December 31, 2022 2021 Trade receivables $ 40,121 $ 47,352 Allowance for doubtful accounts (1,640) (665) Total accounts receivable $ 38,481 $ 46,687 |
Schedule of allowance for doubtful accounts | The following table summarizes activity in the allowance for doubtful accounts (in thousands): December 31, December 31, 2022 2021 Balance at beginning of period $ 665 $ 500 Provision for uncollectible accounts, net of recoveries 1,393 447 Uncollectible accounts written off (418) (282) Balance at end of period $ 1,640 $ 665 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INVENTORY | |
Schedule of Inventory | Inventory consists of the following (in thousands): December 31, December 31, 2022 2021 Raw materials $ 41,971 $ 24,887 Work in process 11,936 8,875 Finished goods: Deferred cost of sales 3,602 6,999 Manufactured finished goods 34,227 24,638 Total finished goods 37,829 31,637 Total inventory $ 91,736 $ 65,399 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): December 31, December 31, 2022 2021 Prepaid operating expenses $ 5,705 $ 11,961 Prepaid dues and subscriptions 2,674 1,889 Property and equipment held for sale, net of accumulated depreciation 830 — Prepaid insurance 798 492 Government grants receivable 429 226 Prepaid taxes 395 1,981 Prepaid rent 383 178 Other 5,941 1,481 Total prepaid expenses and other current assets $ 17,155 $ 18,208 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment-net | Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Equipment $ 48,632 $ 42,892 Leasehold improvements 18,527 15,263 Land and buildings 15,893 17,214 Construction in process 5,008 4,185 Furniture and fixtures 2,396 1,844 Software 2,183 2,346 Tooling 2,145 2,000 Computer equipment 2,076 1,725 Automobiles 1,180 905 Property and equipment, gross 98,040 88,374 Less: accumulated depreciation (41,769) (29,664) Total property and equipment, net $ 56,271 $ 58,710 |
GOODWILL & INTANGIBLE ASSETS (T
GOODWILL & INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL & INTANGIBLE ASSETS | |
Schedule of goodwill activity | 2022 2021 Balance, beginning of year $ 639,301 $ 2,252 Goodwill impairment (498,800) — Foreign currency translation adjustment (26,940) (4,568) Measurement period adjustments (1) (606) — Additions (2) — 641,617 Balance, end of year $ 112,955 $ 639,301 (1) Note 4. Acquisitions (2) Note 4. Acquisitions |
Schedule of intangible assets | The following table sets forth the major categories of intangible assets and the weighted-average remaining useful lives for those assets that are not already fully amortized (in thousands): December 31, 2022 December 31, 2021 Weighted Average Gross Net Gross Net Remaining Useful Carrying Accumulated Carrying Carrying Accumulated Carrying Lives (in years) Amount Amortization Amount Amount Amortization Amount Acquired technology 8.4 $ 196,367 $ 36,919 $ 159,448 $ 198,631 $ 11,421 $ 187,210 Trade name 10.3 12,459 2,374 10,085 12,475 684 11,791 Customer relationships 9.8 67,915 17,663 50,252 69,127 6,296 62,831 Capitalized software 0.5 518 473 45 518 366 152 Total intangible assets $ 277,259 $ 57,429 $ 219,830 $ 280,751 $ 18,767 $ 261,984 |
Schedule of amortization expenses | The Company recognized amortization expense for years ended December 31, 2022, 2021 and 2020, respectively, as follows (in thousands): Statement of Year Ended December 31, Category Operations Line Item 2022 2021 2020 Acquired technology Cost of Sales $ 23,707 $ 8,569 $ 114 Acquired technology Research and Development 1,748 1,761 646 Trade name General and Administrative 1,688 685 — Customer relationships Sales and Marketing 11,412 6,339 — Capitalized software Research and Development 107 161 128 $ 38,662 $ 17,515 $ 888 |
Schedule of future amortization expense | The Company expects to recognize the following amortization expense (in thousands): Amortization Expense 2023 $ 41,659 2024 41,722 2025 39,229 2026 29,215 2027 21,005 2028 and after 47,000 Total intangible amortization $ 219,830 |
OTHER NONCURRENT ASSETS (Tables
OTHER NONCURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): December 31, December 31, 2022 2021 Right of use asset $ 22,147 $ 17,794 Other investments 2,000 6,750 Long-term deposits 573 390 Other 3,043 546 Total other noncurrent assets $ 27,763 $ 25,480 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): December 31, 2022 2021 Compensation and benefits related $ 8,058 $ 17,124 Warranty reserve 4,301 4,048 Current portion of contingent consideration 2,587 1,471 Current portion of acquisition consideration 1,750 — Franchise and royalty fees 1,448 2,035 Inventory purchases 925 1,072 Professional services 917 2,659 2027 Notes Interest 901 — Commissions 897 849 Income tax payable 761 233 Sales and use and franchise taxes 286 274 Other 3,892 4,064 Total accrued expenses and other current liabilities $ 26,723 $ 33,829 |
Warranty reserve | Years Ended December 31, 2022 2021 2020 Warranty reserve, at the beginning of the period $ 4,048 $ 1,553 $ 1,491 Warranty reserve assumed in acquisition — 1,389 — Additions to warranty reserve 4,484 2,576 346 Claims fulfilled (4,231) (1,470) (284) Warranty reserve, at the end of the period $ 4,301 $ 4,048 $ 1,553 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
Schedule of debt instruments | The 2027 Notes are valued as a single liability measured at amortized cost, which approximates fair value, as no other features require bifurcation and recognition as derivatives. The following table presents the outstanding principal amount and carrying value of the 2027 Notes as of the date indicated (in thousands): December 31, 2022 Principal $ 115,000 Unamortized debt discount (2,502) Unamortized debt issuance costs (664) Net carrying value $ 111,834 |
Schedule of interest expense on debt | The annual effective interest rate for the 2027 Notes was approximately 6.1%. Interest expense related to the 2027 Notes for the periods presented below are as follows (in thousands): Year Ended December 31, 2022 Coupon interest $ 4,389 Amortization of debt discount 358 Amortization of transaction costs 95 Total interest expense $ 4,842 |
OTHER NONCURRENT LIABILITIES (T
OTHER NONCURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER NONCURRENT LIABILITIES | |
Components of other noncurrent liabilities | The following table summarizes the Company’s components of other noncurrent liabilities (in thousands): December 31, December 31, 2022 2021 Taxes payable $ 1,034 $ 1,034 Acquisition consideration — 1,750 Other 325 386 Total other noncurrent liabilities $ 1,359 $ 3,170 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of other lease related balances | Information about other lease-related balances is as follows (in thousands): Years Ended December 31, 2022 2021 Lease cost Operating lease cost $ 5,718 $ 2,572 Short‑term lease cost 292 129 Variable lease cost 245 178 Finance lease cost 92 6 Total lease cost $ 6,347 $ 2,885 Other Information Operating cash flows used in operating leases $ 6,352 $ 2,862 Operating cash flows used in finance leases 81 8 Weighted‑average remaining lease term—operating leases (years) 5.0 5.1 Weighted‑average remaining lease term—finance leases (years) 7.8 7.6 Weighted‑average discount rate—operating leases 4.3 % 4.3 % Weighted‑average discount rate—finance leases 3.1 % 1.5 % |
Schedule of future minimum operating lease payments | Future minimum lease payments under noncancelable operating leases at December 31, 2022, are as follows (in thousands): Operating Leases Finance Leases 2023 $ 6,516 $ 81 2024 4,934 77 2025 4,170 76 2026 3,643 76 2027 3,426 77 2028 and after 2,915 313 Total lease payments 25,604 700 Less amount representing interest (2,625) (89) Total lease liability 22,979 611 Less current portion of lease liability (5,667) (63) Lease liability, net of current portion $ 17,312 $ 548 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of components of loss before provision for income taxes | During the years ended December 31, 2022, 2021, and 2020, the Company recorded $1.5 million, $29.7 million and $0.9 million, respectively, of income tax benefit, which was primarily driven by book losses and a partial release of the valuation allowance related to the deferred tax liabilities acquired on various acquisitions during 2021. For financial reporting purposes, loss before provision for income taxes, includes the following components (in thousands): Years Ended December 31, 2022 2021 2020 Domestic $ (474,942) $ (252,343) $ (34,285) Foreign (266,899) (17,659) (670) Loss before income taxes $ (741,841) $ (270,002) $ (34,955) |
Schedule of provision (benefit) for income taxes | The provision (benefit) for income taxes consists of the following (in thousands): Years Ended December 31, 2022 2021 2020 Current: Federal $ — $ (33) $ — Foreign 368 — — State 35 20 — Total Current 403 (13) — Deferred: Federal 196 (23,378) (670) State 16 (5,494) (270) Foreign (2,113) (783) — Total Deferred (1,901) (29,655) (940) Benefit for income taxes $ (1,498) $ (29,668) $ (940) |
Schedule of reconciliation of the expected income tax benefit computed using the federal statutory income tax rate | Years Ended December 31, 2022 2021 2020 Effective income tax rate: Expected income tax benefit at the federal statutory rate 21 % 21 % 21 % State taxes 2 % (2) % 6 % Change in valuation allowance (9) % (4) % (68) % Goodwill impairment (15) % — % — % Research and development credit carryover — % (1) % 2 % Stock-based compensation expense (1) % 3 % — % Warrant Expense — % (5) % — % Permanent differences — % — % 42 % Other 2 % (1) % — % Effective income tax rate (0) % 11 % 3 % |
Schedule of deferred tax assets and liabilities | As of the years ended December 31, 2022 and 2021, deferred tax assets and liabilities consist of the following (in thousands): Years Ended December 31, 2022 2021 Deferred tax assets: Federal and state net operating carryforwards $ 185,842 $ 148,946 Research and development and other credits 10,974 10,977 Start-up costs 11,854 12,904 Stock-based compensation 3,554 4,242 Capitalized research and development 20,793 — Reserves and accruals 3,311 1,452 Deferred lease liability 7,581 4,856 Depreciation — 3 Divisional foreign entity deferred — 2,137 Other deferred tax assets 7,960 6,457 Total gross deferred tax asset 251,869 191,974 Valuation allowance (195,309) (127,150) Net deferred tax asset 56,560 64,824 Deferred tax liabilities: Right‑of‑use asset (7,234) (4,692) Intangible assets (56,794) (68,504) Depreciation (962) (1,527) Other — (796) Total deferred tax liabilities (64,990) (75,519) Net deferred tax liability $ (8,430) $ (10,695) |
Schedule of changes in the valuation allowance for deferred tax assets | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2022 and 2021 were as follows (in thousands): Years Ended December 31, 2022 2021 Valuation allowance at beginning of the year $ 127,150 $ 111,494 Increases recorded to income tax provision 68,159 45,139 Decreases recorded as a benefit to income tax provision — (29,483) Valuation allowance at end of year $ 195,309 $ 127,150 |
Schedule of reconciliation unrecognized tax liabilities | Years Ended December 31, 2022 2021 Unrecognized tax liability, beginning of year $ 997 $ — Unrecognized tax liability acquired through purchase accounting — 1,005 Gross decreases - foreign exchange translation adjustments — (8) Unrecognized tax liability, end of year $ 997 $ 997 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Schedule of Preferred Stock authorized, issued and outstanding | Prior to Business Combination Legacy Convertible Preferred Stock Classes Shares Authorized, Issued and Outstanding Preferred Stock Series A Legacy Convertible Preferred Stock, $0.0001 par value 26,189,545 $ 13,878 Series B Legacy Convertible Preferred Stock, $0.0001 par value 23,675,035 37,806 Series C Legacy Convertible Preferred Stock, $0.0001 par value 13,152,896 44,852 Series D Legacy Convertible Preferred Stock, $0.0001 par value 21,075,193 180,353 Series E Legacy Convertible Preferred Stock, $0.0001 par value 13,450,703 134,667 Series E‑1 Legacy Convertible Preferred Stock, $0.0001 par value 2,494,737 24,977 Total 100,038,109 $ 436,533 |
Collaboration Agreement | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Schedule of warrants-pricing model | Year Ended December 31, 2020 Risk‑free interest rate 2.0 % Expected volatility 52.5 % Expected life (in years) 8.0 - 8.8 Expected dividend yield — Fair value of Common Stock $ 3.34 |
Private Placement Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Schedule of warrants-pricing model | Years Ended December 31, 2021 2020 Risk‑free interest rate 0.4% – 0.6 % 0.4 % Expected volatility 55.0 % 50.0 % Expected life (in years) 4.8 4.9 Expected dividend yield — — Fair value of Common Stock $ 19.82 – 30.49 $ 17.20 Exercise price $ 11.50 $ 11.50 |
Technical Research and Development Advisor Services | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Schedule of warrants-pricing model | Year Ended December 31, 2020 Risk‑free interest rate 0.5 % Expected volatility 52.5 % Expected life (in years) 0.3 Expected dividend yield — Fair value of Common Stock $ 7.98 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Schedule of option activity | The option activity of the Plans for the year ended December 31, 2022, 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, 2022 13,249 $ 1.73 7.23 $ 42,775 Granted — $ Exercised (2,311) $ 1.38 Forfeited/expired (2,515) $ 1.71 Outstanding at December 31, 2022 8,423 $ 1.83 6.02 922 Options vested at December 31, 2022 7,099 $ 1.88 5.76 922 Options vested or expected to vest at December 31, 2022 8,409 $ 1.83 6.02 922 |
RSU activity under the Plan | The activity for stock subject to vesting under the Plans for the year ended December 31, 2022 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2022 264 $ 7.79 Cancelled/Forfeited (5) $ 8.78 Vested (157) $ 7.11 Balance of unvested shares as of December 31, 2022 102 $ 8.78 |
Schedule of RSU activity | RSU activity under the 2020 Plan for the year ended December 31, 2022 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2022 16,395 $ 7.54 Granted 13,771 $ 3.16 Vested (4,154) $ 11.03 Cancelled/Forfeited (3,867) $ 7.60 Balance of unvested shares as of December 31, 2022 22,145 $ 4.15 |
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 consolidated statements of operations as follows (in thousands): Years Ended December 31, 2022 2021 2020 Research and development (1) $ 24,394 $ 11,446 $ 3,276 General and administrative expense 16,748 10,939 3,464 Sales and marketing expense 5,386 4,593 894 Cost of sales 2,257 1,800 372 Total stock-based compensation expense $ 48,785 $ 28,778 $ 8,006 |
Assumed Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Schedule of assumptions using Black-Scholes option-pricing model | As of November 12, 2021 Risk‑free interest rate 0.5% – 0.8 % Expected volatility 57.2% – 59.4 % Expected life (in years) 1.0 – 2.8 Expected dividend yield — Fair value of Common Stock $ 8.61 |
Market Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Schedule of assumptions using Black-Scholes option-pricing model | October 2021 Awards Risk-free interest rate 1.3 % Expected dividend yield — % Remaining performance period (in years) 7.0 Expected volatility 55.0 % Estimated grant date fair value (per share) $ 0.98 – 4.95 Target performance (number of shares) 9,070,269 |
Employee | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Schedule of assumptions using Black-Scholes option-pricing model | Year Ended December 31, 2020 Risk‑free interest rate 0.3% – 1.7 % Expected volatility 52.7% – 54.2 % Expected life (in years) 5.9 – 6.3 Expected dividend yield — Fair value of Common Stock $ 1.40 – 7.98 |
Non-employee | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Schedule of assumptions using Black-Scholes option-pricing model | Year Ended December 31, 2020 Risk‑free interest rate 0.6% – 0.8 % Expected volatility 54.3% – 54.8 % Expected life (in years) 9.4 – 10.0 Expected dividend yield — Fair value of Common Stock $ 1.40 – 7.98 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT INFORMATION | |
Schedule of disaggregation of revenue by geographic areas | Disaggregated revenue data for those markets is as follows (in thousands): Revenue during the year ended December 31, 2022 Americas EMEA APAC Total Products $ 124,778 $ 48,981 $ 16,489 $ 190,248 Services 11,324 6,159 1,292 18,775 Total $ 136,102 $ 55,140 $ 17,781 $ 209,023 Revenue during the year ended December 31, 2021 Americas EMEA APAC Total Products $ 71,875 $ 22,404 $ 11,715 $ 105,994 Services 4,087 1,693 634 6,414 Total $ 75,962 $ 24,097 $ 12,349 $ 112,408 Revenue during the year ended December 31, 2020 Americas EMEA APAC Total Products $ 5,250 $ 6,629 $ 1,839 $ 13,718 Services 1,415 1,159 178 2,752 Total $ 6,665 $ 7,788 $ 2,017 $ 16,470 |
Schedule of disaggregation of revenue | During the years ended December 31, 2022, 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): Years Ended December 31, 2022 2021 2020 Revenue recognized at a point in time $ 190,248 $ 105,994 $ 13,718 Revenue recognized over time 18,775 6,414 2,752 Total $ 209,023 $ 112,408 $ 16,470 |
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): Years Ended December 31, 2022 2021 Americas $ 56,145 $ 58,355 EMEA 16,399 11,289 APAC 5,874 6,861 Total long-lived assets $ 78,418 $ 76,505 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER SHARE | |
Schedule of Net Loss Per Share, Basic and Diluted | Years Ended December 31, (in thousands, except per share amounts) 2022 2021 2020 Numerator for basic and diluted net loss per share: Net loss $ (740,343) $ (240,334) $ (34,015) Denominator for basic and diluted net loss per share: Weighted-average shares 314,817 260,770 157,906 Net loss per share—Basic and Diluted $ (2.35) $ (0.92) $ (0.22) |
Schedule of antidilutive securities excluded from computation of earnings per share | Years Ended December 31, 2022 2021 2020 Common Stock options outstanding 8,423 13,249 19,553 Unvested restricted stock units outstanding 22,145 16,395 683 Unvested restricted stock awards outstanding 102 264 279 6.0% Convertible Senior Notes due 2027 86,466 — — Common Stock warrants outstanding — — 25,010 Unvested Trine Founder Shares, held in escrow — — 1,851 Total shares 117,136 29,908 47,376 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RESTRUCTURING CHARGES. | |
Schedule of employee severance, benefits and related costs | During the year ended December 31, 2022, the Company recorded the following activity in accrued expenses and other current liabilities in the consolidated balance sheet (in thousands): Year Ended December 31, 2022 Accrued expenses, January 1, 2022 $ — Restructuring charges 14,270 Cash payments (2,829) Stock-based compensation (7,312) Inventory write-off (3,085) Restructuring accrual estimate adjustment 51 Accrued expenses, December 31, 2022 $ 1,095 |
Schedule of restructuring and related costs | During the year ended December 31, 2022, the Company recorded restructuring charges of $14.3 million related to employee severance, benefits and related costs, inventory write-offs and facility consolidations which were expensed as follows (in thousands): Year Ended December 31, 2022 Cost of goods sold $ 3,273 Research and development (1) 8,485 Sales and marketing 1,131 General and administrative 998 Interest and other (expense) income, net 383 Total restructuring charges (2) $ 14,270 (1) (2) |
ORGANIZATION, NATURE OF BUSIN_2
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES (Details) | 12 Months Ended | |||
Dec. 09, 2020 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Aug. 31, 2020 $ / shares | |
Common stock par value (in dollars per share) | $ 0.0001 | $ 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 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 item | Feb. 17, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Term of annual contract | 1 year | |||
Time period within substantially all outstanding performance obligations are recognized | false | |||
Grants in research and development | $ 0.4 | $ 1 | ||
Number of clients representing 10% or more of the company's total revenue | item | 0 | 0 | 0 | |
Number of customers represents 28% of accounts receivable | item | 0 | |||
Number of customers represents more than 10% of total accounts receivable | item | 1 | |||
Deferred revenue | $ 17.4 | $ 22.7 | ||
Cumulative Effect, Period of Adoption, Adjustment | EnvisionTEC | ||||
Significant Accounting Policies [Line Items] | ||||
Deferred revenue | $ 0.2 | |||
Letter of Credit | ||||
Significant Accounting Policies [Line Items] | ||||
Total outstanding financial guarantees and letters of credit | $ 3.9 | |||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Lease term (in years) | 1 year | |||
Customer support and maintenance service term (in years) | 1 year | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Lease term (in years) | 5 years | |||
Customer support and maintenance service term (in years) | 5 years | |||
Accounts receivables | Customer concentration risk | Customer One | ||||
Significant Accounting Policies [Line Items] | ||||
Concentrations of credit risk | 24% | |||
Accounts receivables | Customer concentration risk | No Single Customer | ||||
Significant Accounting Policies [Line Items] | ||||
Concentrations of credit risk | 10% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty Reserve (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | |
Standard assurance warranty period | 1 year |
Internationally warranty period | 13 months |
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) | 12 Months Ended |
Dec. 31, 2022 | |
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 | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 6 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 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 | 2 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 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 | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Goodwill impairment | $ 498,800,000 |
Impairment of intangible assets | $ 0 |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUE RECOGNITION | ||
Deferred revenue | $ 17.4 | $ 22.7 |
Revenue recognized from existing deferred revenue | 14.3 | 2.5 |
Acquired deferred revenue | $ 0 | 16.8 |
Acquired deferred revenue | $ 8.5 |
REVENUE RECOGNITION - Remaining
REVENUE RECOGNITION - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
REVENUE RECOGNITION | ||
Revenue remaining performance obligation | $ 17,400 | |
Customer deposits | 11,526 | $ 14,137 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
REVENUE RECOGNITION | ||
Revenue remaining performance obligation | $ 13,700 | |
Expected timing of satisfaction period | 12 months |
ACQUISITIONS - Acquisition of E
ACQUISITIONS - Acquisition of EnvisionTEC (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||||
Feb. 17, 2021 | Feb. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities assumed: | ||||||
Goodwill | $ 639,301 | $ 112,955 | $ 639,301 | $ 2,252 | ||
Business Combination, Consideration Transferred [Abstract] | ||||||
Decrease to goodwill | (606) | |||||
Decrease in deferred income tax liabilities | 10,695 | 8,430 | 10,695 | |||
Decrease in deferred revenue | 22,700 | 17,400 | 22,700 | |||
Decrease in inventory | 28,183 | 16,962 | $ 1,303 | |||
Gross value | 280,751 | 277,259 | 280,751 | |||
Acquired technology | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | 198,631 | 196,367 | 198,631 | |||
Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | 12,475 | 12,459 | 12,475 | |||
Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | 69,127 | 67,915 | $ 69,127 | |||
EnvisionTEC | ||||||
Assets acquired: | ||||||
Cash and cash equivalents | $ 859 | |||||
Restricted cash | 5,004 | |||||
Accounts receivable | 2,982 | |||||
Inventory | 7,668 | |||||
Prepaid expenses and other current assets | 1,081 | |||||
Restricted cash - noncurrent | 285 | |||||
Property and equipment | 1,540 | |||||
Intangible assets | 137,300 | |||||
Other noncurrent assets | 1,801 | |||||
Total assets acquired | 158,520 | |||||
Liabilities assumed: | ||||||
Accounts payable | 1,442 | |||||
Customer deposits | 2,460 | |||||
Current portion of lease liability | 605 | |||||
Accrued expenses and other current liabilities | 13,706 | |||||
Liability for income taxes | 480 | |||||
Deferred revenue | 492 | |||||
Current portion of long-term debt | 898 | |||||
Long-term debt | 285 | |||||
Deferred tax liability | 29,009 | |||||
Lease liability, net of current portion | 1,189 | |||||
Total liabilities assumed | 50,566 | |||||
Net assets acquired | 107,954 | |||||
Goodwill | 195,688 | 16,400 | ||||
Total net assets acquired | 303,642 | |||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Purchase consideration | 303,642 | |||||
Payment to acquire business | $ 143,795 | |||||
Common stock issued for acquisition | 5,036,142 | |||||
Common stock fair value issued for acquisition | $ 159,800 | |||||
Equity consideration | 159,847 | |||||
Decrease to goodwill | $ (3,400) | |||||
Decrease in inventory | (1,000) | |||||
Amount of adjustment related to assets acquired and liabilities assumed | 300 | |||||
Gross value | 137,300 | |||||
Transaction costs | $ 4,800 | |||||
Net revenues included in consolidated result | 33,300 | |||||
Net income (loss) included in consolidated result | $ (11,100) | |||||
EnvisionTEC | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Decrease in deferred income tax liabilities | 4,100 | |||||
Decrease in deferred revenue | $ 200 | |||||
EnvisionTEC | Acquired technology | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | 77,800 | |||||
EnvisionTEC | Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | $ 8,600 | |||||
Estimated Life | 14 years | |||||
EnvisionTEC | Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | $ 50,900 | |||||
Estimated Life | 12 years | |||||
Minimum | EnvisionTEC | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Estimated Life | 7 years | |||||
Maximum | EnvisionTEC | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Estimated Life | 14 years |
ACQUISITIONS - Acquisition of A
ACQUISITIONS - Acquisition of Adaptive 3D (Details) - USD ($) $ in Thousands | 12 Months Ended | 20 Months Ended | ||||
May 08, 2021 | May 07, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination, Consideration Transferred [Abstract] | ||||||
Decrease to goodwill | $ (606) | |||||
Decrease in deferred income tax liabilities | 8,430 | $ 8,430 | $ 10,695 | |||
Gross value | 277,259 | 277,259 | 280,751 | |||
Liabilities assumed: | ||||||
Goodwill | 112,955 | 112,955 | 639,301 | $ 2,252 | ||
Acquired technology | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | 196,367 | 196,367 | 198,631 | |||
Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | $ 12,459 | 12,459 | $ 12,475 | |||
Adaptive 3D Technologies Inc | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Purchase consideration | $ 61,776 | |||||
Payment to acquire business | $ 24,083 | |||||
Common stock issued for acquisition | 3,133,276 | |||||
Common stock fair value issued for acquisition | $ 37,700 | |||||
Equity consideration | 37,693 | |||||
Decrease to goodwill | $ (200) | |||||
Decrease in deferred income tax liabilities | $ 200 | |||||
Gross value | 27,300 | |||||
Transaction costs | 300 | |||||
Net revenues included in consolidated result | 1,100 | |||||
Net income (loss) included in consolidated result | $ (4,900) | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 2,852 | |||||
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 | 32,635 | |||||
Liabilities assumed: | ||||||
Accounts payable | 280 | |||||
Current portion of lease liability | 151 | |||||
Accrued expenses and other current liabilities | 100 | |||||
Deferred revenue | 12 | |||||
Lease liability, net of current portion | 502 | |||||
Deferred tax liability | 4,616 | |||||
Total liabilities assumed | 5,972 | |||||
Net assets acquired | 26,663 | |||||
Goodwill | 35,113 | |||||
Total net assets acquired | 61,776 | |||||
Adaptive 3D Technologies Inc | Paycheck Protection Program | ||||||
Liabilities assumed: | ||||||
Long-term debt | 311 | |||||
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 | 6 Months Ended | 12 Months Ended | |||
Jun. 25, 2021 | Jun. 24, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Combination, Consideration Transferred [Abstract] | |||||
Decrease to goodwill | $ (606) | ||||
Gross value | $ 280,751 | 277,259 | |||
Current portion of contingent consideration | 1,471 | 2,587 | |||
Contingent consideration, net of current portion | 4,183 | ||||
Liabilities assumed: | |||||
Goodwill | 639,301 | 112,955 | $ 2,252 | ||
Acquired technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 198,631 | 196,367 | |||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 12,475 | 12,459 | |||
Aerosint | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Total consideration transferred | $ 23,751 | ||||
Cash consideration | $ 6,220 | ||||
Common stock issued for acquisition | 879,922 | ||||
Common stock fair value issued for acquisition | $ 11,500 | ||||
Fair value of contingent consideration | 6,100 | ||||
Contingent consideration | $ 6,083 | $ 1,100 | |||
Period to achieve revenue metrics and technical milestone | 3 years | 3 years | |||
Fair value of contingent consideration based on revenue metric | $ 4,600 | $ 2,600 | |||
Contingent consideration based on revenue metric | 5,500 | ||||
Payment for contingent consideration | 1,000 | ||||
Consideration liability paid In shares | 500 | ||||
Contingent consideration based on production technical milestones | 2,000 | ||||
Fair value of contingent consideration based on production technical milestone | 1,500 | $ 1,500 | |||
Fair value of the short-term liability | 1,400 | ||||
Fair value of the long-term liability | 4,700 | ||||
Equity consideration | 11,448 | ||||
Decrease to goodwill | $ (600) | ||||
Gross value | 11,726 | ||||
Transaction costs | 900 | ||||
Net revenues included in consolidated result | 600 | ||||
Net income (loss) included in consolidated result | $ (400) | ||||
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 | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Jul. 30, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Combination, Consideration Transferred [Abstract] | ||||||
Vesting period | 1 year | |||||
Decrease to goodwill | $ (606) | |||||
Gross value | $ 280,751 | 277,259 | ||||
Liabilities assumed: | ||||||
Goodwill | 639,301 | $ 112,955 | $ 2,252 | |||
Restricted Stock Units | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Issuance of additional shares (in shares) | 13,771,000 | |||||
Vesting period | 4 years | |||||
Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | 12,475 | $ 12,459 | ||||
Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | 69,127 | $ 67,915 | ||||
Dental Arts Labs | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Purchase consideration | $ 26,042 | |||||
Payment to acquire business | 26,042 | |||||
Decrease to goodwill | $ (300) | |||||
Gross value | 5,000 | |||||
Transaction costs | 600 | |||||
Net revenues included in consolidated result | 14,100 | |||||
Net income (loss) included in consolidated result | $ 300 | |||||
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 | 8,839 | |||||
Total net assets acquired | $ 26,042 | |||||
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 | 8 years 6 months | |||||
Dental Arts Labs | Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Gross value | $ 3,700 | |||||
Estimated Life | 9 years 6 months |
ACQUISITIONS - Acquisition of_3
ACQUISITIONS - Acquisition of A.I.D.R.O. (Details) - USD ($) $ in Thousands | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||
Sep. 07, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Combination, Consideration Transferred [Abstract] | |||||
Vesting period | 1 year | ||||
Gross value | $ 280,751 | $ 277,259 | |||
Liabilities assumed: | |||||
Goodwill | 639,301 | $ 112,955 | $ 2,252 | ||
Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Issuance of additional shares (in shares) | 13,771,000 | ||||
Vesting period | 4 years | ||||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 12,475 | $ 12,459 | |||
Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 69,127 | $ 67,915 | |||
AIDRO | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Purchase consideration | $ 5,683 | ||||
Payment to acquire business | 5,683 | ||||
Payments to acquire businesses, net of escrow deposit | 4,900 | ||||
Amount deposited in escrow account | 800 | ||||
Gross value | 1,080 | ||||
Transaction costs | 400 | ||||
Net revenues included in consolidated result | 1,700 | ||||
Net income (loss) included in consolidated result | $ (200) | ||||
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 | ||||
Other noncurrent liabilities | 228 | ||||
Total liabilities assumed | 3,842 | ||||
Net assets acquired | 2,168 | ||||
Goodwill | 3,515 | ||||
Total net assets acquired | $ 5,683 | ||||
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 B
ACQUISITIONS - Acquisition of Brewer Dental Lab (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 14, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Combination, Consideration Transferred [Abstract] | |||||
Vesting period | 1 year | ||||
Gross value | $ 280,751 | $ 277,259 | |||
Liabilities assumed: | |||||
Goodwill | 639,301 | $ 112,955 | $ 2,252 | ||
Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Issuance of additional shares (in shares) | 13,771,000 | ||||
Vesting period | 4 years | ||||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 12,475 | $ 12,459 | |||
Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 69,127 | $ 67,915 | |||
Larry Brewer Dental Lab, Inc | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Purchase consideration | $ 7,613 | ||||
Payment to acquire business | 7,613 | ||||
Payments to acquire business, paid at closing | 7,000 | ||||
Remaining amount payable | 500 | ||||
Gross value | 2,630 | ||||
Net revenues included in consolidated result | 1,400 | ||||
Net income (loss) included in consolidated result | $ 100 | ||||
Assets acquired: | |||||
Cash and cash equivalents | 1,574 | ||||
Accounts receivable | 524 | ||||
Inventory | 226 | ||||
Property and equipment | 375 | ||||
Intangible assets | 2,630 | ||||
Other noncurrent assets | 706 | ||||
Total assets acquired | 6,035 | ||||
Liabilities assumed: | |||||
Accounts payable | 34 | ||||
Current portion of lease liability | 87 | ||||
Accrued expenses and other current liabilities | 145 | ||||
Lease liability, net of current portion | 619 | ||||
Total liabilities assumed | 885 | ||||
Net assets acquired | 5,150 | ||||
Goodwill | 2,463 | ||||
Total net assets acquired | $ 7,613 | ||||
Larry Brewer Dental Lab, Inc | Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Issuance of additional shares (in shares) | 252,096 | ||||
Grant date fair value of stock issued for acquisition | $ 1,800 | ||||
Vesting period | 4 years | ||||
Larry Brewer Dental Lab, Inc | Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | $ 230 | ||||
Estimated Life | 8 years | ||||
Larry Brewer Dental Lab, Inc | Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | $ 2,400 | ||||
Estimated Life | 8 years |
ACQUISITIONS - Acquisition of M
ACQUISITIONS - Acquisition of May Dental Lab (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Oct. 29, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Combination, Consideration Transferred [Abstract] | |||||
Vesting period | 1 year | ||||
Gross value | $ 280,751 | $ 277,259 | |||
Liabilities assumed: | |||||
Goodwill | 639,301 | $ 112,955 | $ 2,252 | ||
Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Issuance of additional shares (in shares) | 13,771,000 | ||||
Vesting period | 4 years | ||||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 12,475 | $ 12,459 | |||
Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 69,127 | $ 67,915 | |||
May Dental Lab, Inc. | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Purchase consideration | $ 12,522 | ||||
Payment to acquire business | 12,522 | ||||
Payments to acquire business, paid at closing | 11,800 | ||||
Remaining amount payable | 800 | ||||
Gross value | 4,340 | ||||
Net revenues included in consolidated result | 1,300 | ||||
Net income (loss) included in consolidated result | $ (100) | ||||
Assets acquired: | |||||
Cash and cash equivalents | 230 | ||||
Accounts receivable | 677 | ||||
Inventory | 343 | ||||
Prepaid expenses and other current assets | 98 | ||||
Property and equipment | 495 | ||||
Intangible assets | 4,340 | ||||
Other noncurrent assets | 1,416 | ||||
Total assets acquired | 7,599 | ||||
Liabilities assumed: | |||||
Accounts payable | 209 | ||||
Current portion of lease liability | 201 | ||||
Accrued expenses and other current liabilities | 255 | ||||
Lease liability, net of current portion | 1,216 | ||||
Total liabilities assumed | 1,881 | ||||
Net assets acquired | 5,718 | ||||
Goodwill | 6,804 | ||||
Total net assets acquired | $ 12,522 | ||||
May Dental Lab, Inc. | Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Issuance of additional shares (in shares) | 357,642 | ||||
Grant date fair value of stock issued for acquisition | $ 2,500 | ||||
Vesting period | 4 years | ||||
May Dental Lab, Inc. | Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | $ 3,900 | ||||
Estimated Life | 9 years | ||||
May Dental Lab, Inc. | Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | $ 440 | ||||
Estimated Life | 10 years |
ACQUISITIONS - Acquisition of_4
ACQUISITIONS - Acquisition of ExOne (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Nov. 12, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Combination, Consideration Transferred [Abstract] | |||||
Vesting period | 1 year | ||||
Decrease to goodwill | $ (606) | ||||
Gross value | $ 280,751 | 277,259 | |||
Liabilities assumed: | |||||
Goodwill | 639,301 | $ 112,955 | $ 2,252 | ||
Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Vesting period | 4 years | ||||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 12,475 | $ 12,459 | |||
Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | 69,127 | 67,915 | |||
ExOne Company | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Purchase consideration | $ 613,002 | ||||
Payment to acquire business | 201,399 | ||||
Equity consideration | $ 411,603 | ||||
Common stock issued for acquisition | 48,218,063 | ||||
Common stock fair value issued for acquisition | $ 411,600 | ||||
Number of incentive stock options granted | 86,020 | ||||
Weighted average exercise price of incentive stock options | $ 4.47 | ||||
Gross value | $ 82,100 | ||||
Transaction costs | $ 8,500 | ||||
Net revenues included in consolidated result | 15,500 | ||||
Net income (loss) included in consolidated result | $ (6,900) | ||||
Assets acquired: | |||||
Cash and cash equivalents | 119,068 | ||||
Restricted cash - current | 3,007 | ||||
Accounts receivable | 13,611 | ||||
Inventory | 27,200 | ||||
Prepaid expenses and other current assets | 5,165 | ||||
Property and equipment | 33,991 | ||||
Intangible assets | 82,100 | ||||
Other noncurrent assets | 2,734 | ||||
Total assets acquired | 286,876 | ||||
Liabilities assumed: | |||||
Accounts payable | 5,830 | ||||
Current portion of lease liability | 1,919 | ||||
Accrued expenses and other current liabilities | 10,368 | ||||
Current portion of deferred revenue | 15,331 | ||||
Customer deposits | 10,168 | ||||
Current portion of operating lease liability | 1,919 | ||||
Deferred tax liability | 3,465 | ||||
Lease liability, net of current portion | 332 | ||||
Deferred revenue, net of current portion | 147 | ||||
Other noncurrent liabilities | 321 | ||||
Total liabilities assumed | 47,881 | ||||
Net assets acquired | 238,995 | ||||
Goodwill | 374,007 | ||||
Total net assets acquired | 613,002 | ||||
ExOne Company | Developed Technology | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | $ 72,900 | ||||
Estimated Life | 8 years | ||||
ExOne Company | Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | $ 1,300 | ||||
Estimated Life | 4 years | ||||
ExOne Company | Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Gross value | $ 7,900 | ||||
Estimated Life | 12 years |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Pro forma financial information | ||
Net revenues | $ 207,688 | $ 164,947 |
Net income (loss) | $ (273,319) | $ (138,346) |
ACQUISITIONS - Acquisition of_5
ACQUISITIONS - Acquisition of Beacon Bio (Details) | 1 Months Ended | 12 Months Ended | ||||
Jun. 10, 2021 USD ($) shares | Dec. 09, 2020 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Oct. 31, 2020 USD ($) shares | Jul. 31, 2020 | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||||
Vesting period | 1 year | |||||
Shares authorized | shares | 550,000,000 | |||||
Figur Machine Tools LLC. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 3,500,000 | |||||
Forust Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 500,000 | |||||
Asset Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 61,061 | |||||
Asset Acquisition, Payment made at Closing | $ 1,800,000 | |||||
Additional payment | $ 200,000 | |||||
Vesting period | 2 years | |||||
Payments to Acquire Productive Assets | $ 2,000,000 | |||||
2021 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Additional payment | $ 1,000,000 | |||||
Beacon Bio | ||||||
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 | |||||
Vesting period | 3 years | |||||
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 | |||||
Forust Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 2,500,000 | |||||
Common Stock | Beacon Bio | ||||||
Business Acquisition [Line Items] | ||||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 4,300,000 |
ACQUISITIONS - Acquisition of_6
ACQUISITIONS - Acquisition of Meta Additive Ltd (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Sep. 09, 2021 | Jun. 30, 2022 | Jul. 31, 2020 | Dec. 31, 2022 | |
Business Combination, Consideration Transferred [Abstract] | ||||
Vesting period | 1 year | |||
Restricted Stock Units | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Issuance of additional shares (in shares) | 13,771,000 | |||
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 | |||
Meta Additive | Restricted Stock Units | Employee Severance | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Number of RSUs accelerated for certain key employees | 895,044 |
ACQUISITIONS - Business Combina
ACQUISITIONS - Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity (Details) | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |
Net proceeds from reverse recapitalization | $ 534,597,000 |
Trine | |
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 |
ACQUISITIONS - Business Combi_2
ACQUISITIONS - Business Combination common shares issued (Details) | 12 Months Ended | |
Dec. 09, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | |
Business Acquisition [Line Items] | ||
Number of trading days | $ | 20 | |
Number of trading days not yet passed since the date of business combination | $ | 20 | |
Number of days window by fifth anniversary of business combination | $ | 30 | |
Tranche One | ||
Business Acquisition [Line Items] | ||
Trine Founder Shares | 5,552,812 | |
Vesting percentage | 75% | |
Tranche Two | ||
Business Acquisition [Line Items] | ||
Trine Founder Shares | 1,850,938 | |
Vesting percentage | 25% | |
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 - Asset Acquisitio
ACQUISITIONS - Asset Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Dec. 31, 2020 | Oct. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Intangible assets, net | $ 219,830 | $ 261,984 | |||
Vesting period | 1 year | ||||
Figur Machine Tools LLC. | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 3,500 | ||||
Intangible assets, net | $ 3,500 | ||||
Forust Corporation | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, net | $ 2,500 | ||||
Payments to Acquire Productive Assets | 2,000 | ||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 500 | ||||
Asset Acquisition, Equity Interest Issued or Issuable, Number of Shares | 61,061 | ||||
Asset Acquisition, Payment made at Closing | $ 1,800 | ||||
Additional payment | $ 200 | ||||
Vesting period | 2 years |
CASH EQUIVALENTS AND SHORT-TE_3
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 51,274 | $ 46,521 |
Amortized Cost | 107,493 | 197,198 |
Unrealized Losses | (338) | (49) |
Fair Value | 107,155 | 197,149 |
Total cash equivalents and short-term investments, Amortized Cost | 158,767 | 243,719 |
Total cash equivalents and short-term investments, Fair Value | 158,429 | 243,670 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 39,781 | 70,401 |
Fair Value | 39,781 | 70,401 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 28,970 | 65,645 |
Unrealized Losses | (156) | (28) |
Fair Value | 28,814 | 65,617 |
U.S Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 19,896 | |
Unrealized Losses | (78) | |
Fair Value | 19,818 | |
Government bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 14,846 | 36,487 |
Unrealized Losses | (102) | (11) |
Fair Value | 14,744 | 36,476 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,000 | 24,665 |
Unrealized Losses | (2) | (10) |
Fair Value | 3,998 | 24,655 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 51,274 | $ 46,521 |
CASH EQUIVALENTS AND SHORT-TE_4
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | ||
Equity investment | $ 20,000 | |
Fair value of investments | $ 1,100 | 7,400 |
Unrealized [(gain)/loss] due to the change in fair value of the equity securities | (6,332) | (9,660) |
Unrealized loss | $ 12,600 | $ 12,600 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liability measured on recurring basis (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | |
Assets | |||
Unrealized [(gain)/loss] due to the change in fair value of the equity securities | $ (6,332) | $ (9,660) | |
Subscription liability | 500 | ||
Other investments in convertible debt instruments | 2,000 | 6,800 | |
Recognized gains on convertible debt instruments | 1,600 | 100 | |
Repayment in full of outstanding convertible debt instruments | 542 | ||
Change in fair value of contingent consideration | 1,567 | 429 | |
Change in fair value of warrant liabilities | $ 56,576 | $ (56,417) | |
Transfers from Level 1 to Level 2 | 0 | ||
Transfers from Level 2 to Level 1 | 0 | ||
Transfer into Level 3 | 0 | ||
Transfer out of Level 3 | 0 | ||
Number of transfers between level 1 and level 3 | item | 1 | ||
Subscription Agreement | |||
Assets | |||
Recognized loss on investments in equity securities | 2,400 | ||
Recognized losses on equity investment | 12,600 | ||
Private Placement Warrants | |||
Assets | |||
Change in fair value of warrant liabilities | $ (56,600) | 56,400 | |
Convertible Notes | |||
Assets | |||
Repayment in full of outstanding convertible debt instruments | 3,100 | ||
Level 3 | |||
Movement in Level 3 assets measured at fair value | |||
Balance at beginning of period | 6,750 | 3,000 | |
Additions | 23,620 | ||
Changes in fair value | (1,650) | (12,450) | |
Disposals | (3,100) | ||
Transfers to Level 1 | (7,420) | ||
Balance at end of period | 2,000 | 6,750 | 3,000 |
Movement in Level 3 liabilities measured at fair value | |||
Balance at beginning of period | 5,654 | 93,328 | |
Payment of contingent consideration liability | (1,500) | ||
Changes in fair value | (1,567) | 58,592 | |
Additions | 6,558 | ||
Disposals | (2,920) | ||
Exercise of private placement warrants | (149,904) | ||
Balance at end of period | 2,587 | 5,654 | $ 93,328 |
Recurring | |||
Assets | |||
Total assets | 161,517 | 257,840 | |
Total liabilities | 2,587 | 5,654 | |
Recurring | Contingent Consideration | |||
Assets | |||
Total liabilities | 2,587 | 5,654 | |
Recurring | Money market funds | |||
Assets | |||
Total assets | 51,274 | 46,521 | |
Recurring | Commercial paper | |||
Assets | |||
Total assets | 39,781 | 70,401 | |
Recurring | Corporate bonds | |||
Assets | |||
Total assets | 28,814 | 65,617 | |
Recurring | Government bonds | |||
Assets | |||
Total assets | 14,744 | 36,476 | |
Recurring | Asset-backed securities | |||
Assets | |||
Total assets | 3,998 | 24,655 | |
Recurring | Equity securities | |||
Assets | |||
Total assets | 1,088 | 7,420 | |
Recurring | Other investments | |||
Assets | |||
Total assets | 2,000 | 6,750 | |
Recurring | U.S Treasury securities | |||
Assets | |||
Total assets | 19,818 | ||
Recurring | Level 1 | |||
Assets | |||
Total assets | 52,362 | 53,941 | |
Recurring | Level 1 | Money market funds | |||
Assets | |||
Total assets | 51,274 | 46,521 | |
Recurring | Level 1 | Equity securities | |||
Assets | |||
Total assets | 1,088 | 7,420 | |
Recurring | Level 2 | |||
Assets | |||
Total assets | 107,155 | 197,149 | |
Recurring | Level 2 | Commercial paper | |||
Assets | |||
Total assets | 39,781 | 70,401 | |
Recurring | Level 2 | Corporate bonds | |||
Assets | |||
Total assets | 28,814 | 65,617 | |
Recurring | Level 2 | Government bonds | |||
Assets | |||
Total assets | 14,744 | 36,476 | |
Recurring | Level 2 | Asset-backed securities | |||
Assets | |||
Total assets | 3,998 | 24,655 | |
Recurring | Level 2 | U.S Treasury securities | |||
Assets | |||
Total assets | 19,818 | ||
Recurring | Level 3 | |||
Assets | |||
Total assets | 2,000 | 6,750 | |
Total liabilities | 2,587 | 5,654 | |
Recurring | Level 3 | Contingent Consideration | |||
Assets | |||
Total liabilities | 2,587 | 5,654 | |
Recurring | Level 3 | Other investments | |||
Assets | |||
Total assets | $ 2,000 | $ 6,750 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
ACCOUNTS RECEIVABLE | |||
Trade receivables | $ 40,121 | $ 47,352 | |
Allowance for doubtful accounts | (1,640) | (665) | $ (500) |
Total accounts receivable | $ 38,481 | $ 46,687 |
ACCOUNTS RECEIVABLE - Allowance
ACCOUNTS RECEIVABLE - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE | ||
Balance at beginning of period | $ 665 | $ 500 |
Provision for uncollectible accounts, net of recoveries | 1,393 | 447 |
Uncollectible accounts written off | (418) | (282) |
Balance at end of period | $ 1,640 | $ 665 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
INVENTORY | ||
Raw materials | $ 41,971 | $ 24,887 |
Work in process | 11,936 | 8,875 |
Finished goods: | ||
Deferred cost of sales | 3,602 | 6,999 |
Manufactured finished goods | 34,227 | 24,638 |
Total finished goods | 37,829 | 31,637 |
Total inventory | $ 91,736 | $ 65,399 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Prepaid operating expenses | $ 5,705 | $ 11,961 |
Prepaid dues and subscriptions | 2,674 | 1,889 |
Property and equipment held for sale, net of accumulated depreciation | 830 | |
Prepaid insurance | 798 | 492 |
Government grants receivable | 429 | 226 |
Prepaid taxes | 395 | 1,981 |
Prepaid rent | 383 | 178 |
Other | 5,941 | 1,481 |
Total prepaid expenses and other current assets | $ 17,155 | $ 18,208 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment - Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 98,040 | $ 88,374 | |
Less: accumulated depreciation | (41,769) | (29,664) | |
Total property and equipment, net | 56,271 | 58,710 | |
Depreciation expense | 12,100 | 8,500 | $ 7,600 |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 48,632 | 42,892 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 18,527 | 15,263 | |
Land and buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 15,893 | 17,214 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 5,008 | 4,185 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,396 | 1,844 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,183 | 2,346 | |
Tooling | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,145 | 2,000 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,076 | 1,725 | |
Automobiles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,180 | $ 905 |
GOODWILL & INTANGIBLE ASSETS -
GOODWILL & INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
GOODWILL & INTANGIBLE ASSETS | ||
Goodwill, Beginning Balance | $ 639,301 | $ 2,252 |
Goodwill impairment | (498,800) | |
Foreign currency translation adjustment | (26,940) | (4,568) |
Measurement period adjustments | (606) | |
Additions | 641,617 | |
Goodwill, Ending Balance | $ 112,955 | $ 639,301 |
GOODWILL & INTANGIBLE ASSETS _2
GOODWILL & INTANGIBLE ASSETS - Amortization Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 38,662 | $ 17,515 | $ 888 |
Acquired technology | Cost of goods sold | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 23,707 | 8,569 | 114 |
Acquired technology | Research and development | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 1,748 | 1,761 | 646 |
Trade name | General and administrative | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 1,688 | 685 | |
Customer relationships | Sales and marketing | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 11,412 | 6,339 | |
Capitalized Software | Research and development | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 107 | $ 161 | $ 128 |
GOODWILL & INTANGIBLE ASSETS (D
GOODWILL & INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross value | $ 277,259 | $ 280,751 |
Accumulated Amortization | 57,429 | 18,767 |
Total intangible amortization | 219,830 | 261,984 |
Expected amortization expense | ||
2023 | 41,659 | |
2024 | 41,722 | |
2025 | 39,229 | |
2026 | 29,215 | |
2027 | 21,005 | |
2028 and after | 47,000 | |
Total intangible amortization | $ 219,830 | 261,984 |
Acquired technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 8 years 4 months 24 days | |
Gross value | $ 196,367 | 198,631 |
Accumulated Amortization | 36,919 | 11,421 |
Total intangible amortization | 159,448 | 187,210 |
Expected amortization expense | ||
Total intangible amortization | $ 159,448 | 187,210 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 10 years 3 months 18 days | |
Gross value | $ 12,459 | 12,475 |
Accumulated Amortization | 2,374 | 684 |
Total intangible amortization | 10,085 | 11,791 |
Expected amortization expense | ||
Total intangible amortization | $ 10,085 | 11,791 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 9 years 9 months 18 days | |
Gross value | $ 67,915 | 69,127 |
Accumulated Amortization | 17,663 | 6,296 |
Total intangible amortization | 50,252 | 62,831 |
Expected amortization expense | ||
Total intangible amortization | $ 50,252 | 62,831 |
Capitalized Software | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 6 months | |
Gross value | $ 518 | 518 |
Accumulated Amortization | 473 | 366 |
Total intangible amortization | 45 | 152 |
Expected amortization expense | ||
Total intangible amortization | $ 45 | $ 152 |
OTHER NONCURRENT ASSETS - Compo
OTHER NONCURRENT ASSETS - Components of other noncurrent assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER NONCURRENT ASSETS | ||
Right of use asset | $ 22,147 | $ 17,794 |
Other investments | 2,000 | 6,750 |
Long-term deposits | 573 | 390 |
Other | 3,043 | 546 |
Total other noncurrent assets | $ 27,763 | $ 25,480 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |||
Compensation and benefits related | $ 8,058 | $ 17,124 | |
Warranty reserve | 4,301 | 4,048 | $ 1,553 |
Current portion of contingent consideration | 2,587 | 1,471 | |
Current portion of acquisition consideration | 1,750 | ||
Franchise and royalty fees | 1,448 | 2,035 | |
Inventory purchases | 925 | 1,072 | |
Professional services | 917 | 2,659 | |
2027 Notes Interest | 901 | ||
Commissions | 897 | 849 | |
Income tax payable | 761 | 233 | |
Sales and use and franchise taxes | 286 | 274 | |
Other | 3,892 | 4,064 | |
Total accrued expenses and other current liabilities | 26,723 | 33,829 | |
Warranty reserve, at the beginning of the period | 4,048 | 1,553 | 1,491 |
Warranty reserve assumed in acquisition | 1,389 | ||
Additions to warranty reserve | 4,484 | 2,576 | 346 |
Claims fulfilled | (4,231) | (1,470) | (284) |
Warranty reserve, at the end of the period | $ 4,301 | $ 4,048 | $ 1,553 |
DEBT (Details)
DEBT (Details) | 1 Months Ended | 12 Months Ended | ||||||
May 31, 2022 USD ($) D $ / shares | Jun. 30, 2018 USD ($) item | Dec. 31, 2022 USD ($) loan $ / shares | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Jul. 30, 2021 USD ($) | Dec. 09, 2020 $ / shares | Aug. 31, 2020 $ / shares | |
DEBT | ||||||||
Proceeds from convertible debt | $ 115,000,000 | |||||||
Accrued interest rate | 6% | 6% | 6% | |||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from PPP loan | $ 5,379,000 | |||||||
Current portion of long term debt | $ 584,000 | $ 825,000 | ||||||
Dental Arts Labs | ||||||||
DEBT | ||||||||
Loan acquired | $ 3,888,000 | |||||||
AIDRO | ||||||||
DEBT | ||||||||
Term of loan | 4 years 6 months | |||||||
Loan acquired | $ 1,100,000 | |||||||
Outstanding amount | $ 600,000 | |||||||
Number of bank loans acquired | loan | 3 | |||||||
Bank loan paid | $ 300,000 | |||||||
Long-term debt, net of current portion | 300,000 | |||||||
Current portion of long term debt | $ 300,000 | |||||||
AIDRO | Minimum | ||||||||
DEBT | ||||||||
Accrued interest rate | 1.70% | |||||||
AIDRO | Maximum | ||||||||
DEBT | ||||||||
Accrued interest rate | 2.10% | |||||||
2027 Convertible Notes | ||||||||
DEBT | ||||||||
Nominal amount | $ 115,000,000 | $ 115,000,000 | ||||||
Debt instrument principal amount under initial placement | 100,000,000 | |||||||
Debt instrument principal amount under over allotment | 15,000,000 | |||||||
Proceeds from convertible debt | $ 111,400,000 | |||||||
Accrued interest rate | 6% | |||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Debt instrument convertible threshold percentage of stock price trigger | 130% | |||||||
Debt instrument convertible threshold trading days | D | 20 | |||||||
Debt instrument convertible threshold consecutive trading days | 30 | |||||||
Debt instrument convertible threshold consecutive business days | D | 5 | |||||||
Debt instrument convertible threshold consecutive trading day period | D | 10 | |||||||
Debt instrument convertible threshold sale price of common stock conversion rate product percentage maximum | 98% | |||||||
Debt Instrument convertible conversion Ratio | 601.5038 | |||||||
Debt instrument convertible conversion price | $ / shares | $ 1.66 | |||||||
Debt instrument redemption price percentage | 130% | |||||||
Interest rate | 6.10% | |||||||
Outstanding amount | $ 111,834,000 | |||||||
2027 Convertible Notes | Maximum | ||||||||
DEBT | ||||||||
Debt instrument convertible threshold consecutive trading days | 20 | |||||||
Term loan | ||||||||
DEBT | ||||||||
Nominal amount | $ 20,000,000 | |||||||
Term of loan | 36 months | |||||||
Proceeds from PPP loan | $ 10,000,000 | |||||||
Remaining borrowing capacity | $ 10,000,000 | |||||||
Threshold Number of times additional amount drawn | item | 3 | |||||||
Minimum amount to be drawn | $ 2,000,000 | |||||||
Paycheck Protection Program | EnvisionTEC, Inc. | ||||||||
DEBT | ||||||||
Interest rate | 1% | |||||||
Loan acquired | $ 1,200,000 | |||||||
Outstanding amount | 0 | |||||||
Equipment Financing Agreements | Dental Arts Labs | ||||||||
DEBT | ||||||||
Loan acquired | $ 500,000 | |||||||
Financing agreement term | 13 months | |||||||
Advance payment | $ 500,000 | |||||||
Current portion of long term debt | $ 200,000 |
DEBT - Net carrying value (Deta
DEBT - Net carrying value (Details) - 2027 Convertible Notes - USD ($) $ in Thousands | Dec. 31, 2022 | May 31, 2022 |
DEBT | ||
Principal | $ 115,000 | $ 115,000 |
Unamortized debt discount | (2,502) | |
Unamortized debt issuance costs | (664) | |
Net carrying value | $ 111,834 |
DEBT - Interest expense (Detail
DEBT - Interest expense (Details) - 2027 Convertible Notes $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Interest expense | |
Coupon interest | $ 4,389 |
Amortization of debt discount | 358 |
Amortization of transaction costs | 95 |
Total interest expense | $ 4,842 |
OTHER NONCURRENT LIABILITIES -
OTHER NONCURRENT LIABILITIES - Summary of other noncurrent liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER NONCURRENT LIABILITIES | ||
Taxes payable | $ 1,034 | $ 1,034 |
Acquisition consideration | 1,750 | |
Other | 325 | 386 |
Total other noncurrent liabilities | $ 1,359 | $ 3,170 |
LEASES - Lessee (Details)
LEASES - Lessee (Details) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2022 USD ($) | Dec. 31, 2022 USD ($) agreement | Dec. 31, 2021 USD ($) | |
Leases | |||
Right of use asset | $ 22,147,000 | $ 17,794,000 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Total lease liability | $ 23,600,000 | $ 17,800,000 | |
Impairments | $ 0 | $ 0 | |
Number of service agreements contained embedded lease | agreement | 2 | ||
Operating lease not yet commenced | $ 0 | ||
ExOne Company | |||
Leases | |||
Number of additional extensions | 2 | ||
Extension lease term | 5 years | ||
Annual rent | $ 1,700,000 |
LEASES - Other lease related ba
LEASES - Other lease related balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | ||
Operating lease cost | $ 5,718 | $ 2,572 |
Short-term lease cost | 292 | 129 |
Variable lease cost | 245 | 178 |
Finance lease cost | 92 | 6 |
Total lease cost | 6,347 | 2,885 |
Operating cash flows used in operating leases | 6,352 | 2,862 |
Operating cash flows used in finance leases | $ 81 | $ 8 |
Weighted-average remaining lease term-operating leases (years) | 5 years | 5 years 1 month 6 days |
Weighted-average remaining lease term-finance leases (years) | 7 years 9 months 18 days | 7 years 7 months 6 days |
Weighted-average discount rate-operating leases | 4.30% | 4.30% |
Weighted-average discount rate- finance leases | 3.10% | 1.50% |
LEASES - Future minimum lease p
LEASES - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 6,516 |
2024 | 4,934 |
2025 | 4,170 |
2026 | 3,643 |
2027 | 3,426 |
2028 and after | 2,915 |
Total lease payments | 25,604 |
Less amount representing interest | (2,625) |
Total lease liability | $ 22,979 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liability Current, Lease Liability Non Current |
Less current portion of lease liability | $ (5,667) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liability Current |
Lease liability, net of current portion | $ 17,312 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liability Non Current |
Finance Leases | |
2023 | $ 81 |
2024 | 77 |
2025 | 76 |
2026 | 76 |
2027 | 77 |
2028 and after | 313 |
Total lease payments | 700 |
Less amount representing interest | (89) |
Total lease liability | $ 611 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liability Current, Lease Liability Non Current |
Less current portion of lease liability | $ (63) |
Less current portion of lease liability | Current portion of lease liability |
Lease liability, net of current portion | $ 548 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liability Non Current |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 2 Months Ended | 12 Months Ended | ||
Jul. 12, 2022 plaintiff | Feb. 28, 2022 plaintiff | Dec. 31, 2022 USD ($) | Nov. 12, 2021 USD ($) item | |
COMMITMENTS AND CONTINGENCIES | ||||
Number of putative class action complaints filed by shareholders | item | 12 | |||
Number of plaintiff shareholders | plaintiff | 4 | |||
Purchase orders with contract manufacturers | $ 61 | |||
One time royalty payment | 0.3 | |||
Minimum annual commitment | 0.3 | |||
Additional purchase commitment | 3.2 | |||
Derivative Actions filed by shareholders, District of Massachusetts | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Number of plaintiff shareholders | plaintiff | 2 | |||
Letter of Credit | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Line of credit facility, borrowing capacity | $ 5.3 | |||
Total outstanding financial guarantees and letters of credit | 3.9 | |||
Letter of Credit | Restricted Cash | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Line of credit facility, Cash collateral | 3.9 | |||
Letter Of Credit, Expiring from August 2022 to March 2023 | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Total outstanding financial guarantees and letters of credit | 0.9 | |||
Letter Of Credit, With No Expiration Date | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Total outstanding financial guarantees and letters of credit | $ 3 | |||
Minimum | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Obligation to pay (as percentage) | 1% | |||
Maximum | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Obligation to pay (as percentage) | 13% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | |||
Income tax benefit | $ (1,498) | $ (29,668) | $ (940) |
Domestic | (474,942) | (252,343) | (34,285) |
Foreign | (266,899) | (17,659) | (670) |
Loss before income taxes | $ (741,841) | $ (270,002) | $ (34,955) |
INCOME TAXES - Provision (benef
INCOME TAXES - Provision (benefit) for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ (33) | ||
Foreign | $ 368 | ||
State | 35 | 20 | |
Total Current | 403 | (13) | |
Deferred: | |||
Federal | 196 | (23,378) | $ (670) |
State | 16 | (5,494) | (270) |
Foreign | (2,113) | (783) | |
Total Deferred | (1,901) | (29,655) | (940) |
Benefit for income taxes | $ (1,498) | $ (29,668) | $ (940) |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income (Loss) before provision for income taxes (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective income tax rate: | |||
Expected income tax benefit at the federal statutory rate | 21% | 21% | 21% |
State taxes | 2% | (2.00%) | 6% |
Change in valuation allowance | (9.00%) | (4.00%) | (68.00%) |
Goodwill impairment | (15.00%) | ||
Research and development credit carryover | (1.00%) | 2% | |
Stock-based compensation expense | (1.00%) | 3% | |
Warrant Expense | (5.00%) | ||
Permanent differences | 42% | ||
Other | 2% | (1.00%) | |
Effective income tax rate | 0% | 11% | 3% |
INCOME TAXES - Components of de
INCOME TAXES - Components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Federal and state net operating carryforwards | $ 185,842 | $ 148,946 | |
Research and development and other credits | 10,974 | 10,977 | |
Startup costs | 11,854 | 12,904 | |
Stock-based compensation | 3,554 | 4,242 | |
Capitalized research and development | 20,793 | ||
Reserves and accruals | 3,311 | 1,452 | |
Deferred lease liability | 7,581 | 4,856 | |
Depreciation | 3 | ||
Divisional foreign entity deferred | 2,137 | ||
Other deferred tax assets | 7,960 | 6,457 | |
Total gross deferred tax asset | 251,869 | 191,974 | |
Valuation allowance | (195,309) | (127,150) | $ (111,494) |
Net deferred tax asset | 56,560 | 64,824 | |
Deferred tax liabilities: | |||
Right-of-use asset | (7,234) | (4,692) | |
Intangible assets | (56,794) | (68,504) | |
Depreciation | (962) | (1,527) | |
Other | (796) | ||
Total deferred tax liabilities | (64,990) | (75,519) | |
Net deferred tax liability | $ (8,430) | $ (10,695) |
INCOME TAXES - Valuation allowa
INCOME TAXES - Valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Valuation allowance at beginning of the year | $ 127,150 | $ 111,494 |
Increases recorded to income tax provision | 68,159 | 45,139 |
Decreases recorded as a benefit to income tax provision | (29,483) | |
Valuation allowance at end of year | $ 195,309 | $ 127,150 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards | ||
Income tax benefit from acquisitions | $ (29,600) | |
Operating loss carryforwards, subject to expiration | $ 118,100 | |
Operating loss carryforwards, not subject to expiration | 574,700 | |
Federal and state research and development tax credit carryforwards | 10,900 | |
Unrecognized tax liability acquired through purchase accounting | 1,000 | 1,005 |
Accrued interest and penalties | 200 | |
Federal R&D credit carryforwards | 5,900 | |
Germany | ||
Operating Loss Carryforwards | ||
Operating loss carryforwards, not subject to expiration | 29,300 | |
Federal tax | ||
Operating Loss Carryforwards | ||
Operating loss carryforwards | 692,800 | 592,500 |
Federal carryforwards | 434,700 | |
State and local jurisdiction | ||
Operating Loss Carryforwards | ||
Operating loss carryforwards | 387,700 | 190,500 |
Foreign | ||
Operating Loss Carryforwards | ||
Operating loss carryforwards | $ 35,400 | $ 32,600 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of unrecognized tax liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax liability, beginning of year | $ 997 | |
Unrecognized tax liability acquired through purchase accounting | 1,000 | $ 1,005 |
Gross decreases - foreign exchange translation adjustments | (8) | |
Unrecognized tax liability, end of year | $ 997 | $ 997 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 09, 2020 | Aug. 31, 2020 |
Convertible Preferred Stock and Stockholders' Equity | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 366,366 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |
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 | |||
Preferred Stock | ||||
Convertible Preferred Stock and Stockholders' Equity | ||||
Preferred stock, shares authorized | 50,000,000 | |||
Preferred 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 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares issued | shares | 34,010,977 |
Share price | $ / shares | $ 0.0001 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants Narrative (Details) | 12 Months Ended | |||||||
Feb. 24, 2020 $ / shares shares | Dec. 31, 2022 USD ($) Y $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Mar. 29, 2021 $ / shares shares | Dec. 09, 2020 $ / shares shares | Aug. 31, 2020 $ / shares shares | May 31, 2017 $ / shares shares | |
Class of Warrant or Right | ||||||||
Exercise price | $ 3.34 | $ 3.34 | ||||||
Common stock, shares authorized | shares | 500,000,000 | 500,000,000 | 500,000,000 | 366,366 | ||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Net proceeds from warrant exercises | $ | $ 170,665,000 | |||||||
Divisional factor for conversion of debt to warrants | $ 1 | |||||||
Change in fair value of warrant liabilities | $ | $ 56,576,000 | $ (56,417,000) | ||||||
Common Class A | ||||||||
Class of Warrant or Right | ||||||||
Common stock, shares authorized | shares | 500,000,000 | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | |||||||
Trine Warrants | ||||||||
Class of Warrant or Right | ||||||||
Exercise price | $ 11.50 | 11.50 | ||||||
Share price | $ 10 | |||||||
Warrant exercisable term | 30 days | |||||||
Term of Public Warrants | 5 years | |||||||
Warrant redemption price | $ 0.01 | |||||||
Debt instrument convertible threshold trading days | Y | 20 | |||||||
Debt instrument convertible threshold consecutive trading days | Y | 30 | |||||||
Common stock issued in connection with warrants exercised (in shares) | shares | 14,840,589 | |||||||
Net proceeds from warrant exercises | $ | $ 170,700,000 | |||||||
Public Warrants redeemed | shares | 166,905 | |||||||
Redemption price per warrant | $ 0.01 | |||||||
Private Placement Warrant conversion to number of shares of common stock | shares | 1,500,000 | |||||||
Trine Warrants | Common Class A | ||||||||
Class of Warrant or Right | ||||||||
Number of common stock purchased by each warrant | shares | 1 | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | |||||||
Trine Warrants | Warrants | ||||||||
Class of Warrant or Right | ||||||||
Number of common stock purchased by each warrant | shares | 0.5 | |||||||
Private Placement Warrants | ||||||||
Class of Warrant or Right | ||||||||
Warrants to purchase shares | shares | 8,503,000 | |||||||
Number of common stock purchased by each warrant | shares | 1 | |||||||
Exercise price | $ 11.50 | |||||||
Warrant redemption price | $ 1 | |||||||
Warrant aggregate price | $ | $ 8,503,000 | |||||||
Change in fair value of warrant liabilities | $ | $ 56,600,000 | $ (56,400,000) | ||||||
Number of shares issued during the period upon exercise of cashless basis for Private Placement Warrants | shares | 5,850,346 | |||||||
Collaboration Agreement | ||||||||
Class of Warrant or Right | ||||||||
Warrants to purchase shares | shares | 122,073 | 2,442,440 | ||||||
Number of common stock purchased by each warrant | shares | 1 | |||||||
Revenue generated per share | $ 35 | |||||||
Fair value of the warrants | $ | $ 200,000 | |||||||
Technical Research and Development Advisor Services | ||||||||
Class of Warrant or Right | ||||||||
Fair value of the warrants | $ | $ 1,700,000 | |||||||
Minimum | ||||||||
Class of Warrant or Right | ||||||||
Share price | $ 5.13 | |||||||
Minimum | Trine Warrants | Common Class A | ||||||||
Class of Warrant or Right | ||||||||
Share price | $ 18 |
STOCKHOLDERS' EQUITY - Warran_2
STOCKHOLDERS' EQUITY - Warrants Other (Details) | 12 Months Ended | ||
Dec. 31, 2020 $ / shares shares | Dec. 31, 2022 $ / shares Y | Dec. 31, 2021 $ / shares Y | |
Class of Warrant or Right | |||
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 | |||
Warrants and rights outstanding, measurement input | 2 | ||
Expected volatility | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 52.5 | ||
Fair value of Common stock | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 3.34 | ||
Private Placement Warrants | Risk-free interest rate | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 0.4 | ||
Private Placement Warrants | Expected volatility | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 55 | 50 | |
Private Placement Warrants | Expected life (in years) | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | Y | 4.8 | 4.9 | |
Private Placement Warrants | Fair value of Common stock | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 17.20 | ||
Private Placement Warrants | Exercise price | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 11.50 | 11.50 | |
Private Placement Warrants | Minimum | Risk-free interest rate | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 0.4 | ||
Private Placement Warrants | Minimum | Fair value of Common stock | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 19.82 | ||
Private Placement Warrants | Maximum | Risk-free interest rate | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 0.6 | ||
Private Placement Warrants | Maximum | Fair value of Common stock | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 30.49 | ||
Technical Research and Development Advisor Services | |||
Class of Warrant or Right | |||
Common stock warrants converted | shares | 366,366 | ||
Shares issued on exercise of warrants | shares | 244,428 | ||
Technical Research and Development Advisor Services | Risk-free interest rate | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 0.5 | ||
Technical Research and Development Advisor Services | Expected volatility | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 52.5 | ||
Technical Research and Development Advisor Services | Expected life (in years) | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | Y | 0.3 | ||
Technical Research and Development Advisor Services | Fair value of Common stock | |||
Class of Warrant or Right | |||
Warrants and rights outstanding, measurement input | 7.98 |
STOCKHOLDERS' EQUITY - Legacy D
STOCKHOLDERS' EQUITY - Legacy Desktop Metal Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) director $ / shares shares | |
Class of Warrant or Right | |
Convertible preferred stock, authorized | shares | 100,038,109 |
Convertible preferred stock, issued | shares | 100,038,109 |
Convertible preferred stock, outstanding | shares | 100,038,109 |
Preferred stock authorized | $ 436,533 |
Preferred stock issued | 436,533 |
Preferred stock outstanding | $ 436,533 |
Dividend rate (as a percent) | 8% |
Dividends declared | $ 0 |
Proceeds from issuance of Initial Public Offering | $ 50,000 |
Series A Legacy Preferred Stock | |
Class of Warrant or Right | |
Par value (in dollars per share) | $ / shares | $ 0.0001 |
Convertible preferred stock, authorized | shares | 26,189,545 |
Convertible preferred stock, issued | shares | 26,189,545 |
Convertible preferred stock, outstanding | shares | 26,189,545 |
Preferred stock authorized | $ 13,878 |
Preferred stock issued | 13,878 |
Preferred stock outstanding | $ 13,878 |
Number of directors entitled to elect | director | 1 |
Preferred stock liquidation preference per share | $ / shares | $ 0.53372 |
Preferred stock convertible conversion price | $ / shares | 0.53372 |
Series B Legacy Preferred Stock | |
Class of Warrant or Right | |
Par value (in dollars per share) | $ / shares | $ 0.0001 |
Convertible preferred stock, authorized | shares | 23,675,035 |
Convertible preferred stock, issued | shares | 23,675,035 |
Convertible preferred stock, outstanding | shares | 23,675,035 |
Preferred stock authorized | $ 37,806 |
Preferred stock issued | 37,806 |
Preferred stock outstanding | $ 37,806 |
Number of directors entitled to elect | director | 2 |
Preferred stock liquidation preference per share | $ / shares | $ 1.6013 |
Preferred stock convertible conversion price | $ / shares | 1.6013 |
Series C Legacy Preferred Stock | |
Class of Warrant or Right | |
Par value (in dollars per share) | $ / shares | $ 0.0001 |
Convertible preferred stock, authorized | shares | 13,152,896 |
Convertible preferred stock, issued | shares | 13,152,896 |
Convertible preferred stock, outstanding | shares | 13,152,896 |
Preferred stock authorized | $ 44,852 |
Preferred stock issued | 44,852 |
Preferred stock outstanding | $ 44,852 |
Number of directors entitled to elect | director | 1 |
Preferred stock liquidation preference per share | $ / shares | $ 3.4213 |
Preferred stock convertible conversion price | $ / shares | 3.4213 |
Series D Legacy Preferred Stock | |
Class of Warrant or Right | |
Par value (in dollars per share) | $ / shares | $ 0.0001 |
Convertible preferred stock, authorized | shares | 21,075,193 |
Convertible preferred stock, issued | shares | 21,075,193 |
Convertible preferred stock, outstanding | shares | 21,075,193 |
Preferred stock authorized | $ 180,353 |
Preferred stock issued | 180,353 |
Preferred stock outstanding | $ 180,353 |
Preferred stock liquidation preference per share | $ / shares | $ 8.5656 |
Preferred stock convertible conversion price | $ / shares | 8.5656 |
Series E Legacy Preferred Stock | |
Class of Warrant or Right | |
Par value (in dollars per share) | $ / shares | $ 0.0001 |
Convertible preferred stock, authorized | shares | 13,450,703 |
Convertible preferred stock, issued | shares | 13,450,703 |
Convertible preferred stock, outstanding | shares | 13,450,703 |
Preferred stock authorized | $ 134,667 |
Preferred stock issued | 134,667 |
Preferred stock outstanding | $ 134,667 |
Number of directors entitled to elect | director | 1 |
Series E-1 Legacy Preferred Stock | |
Class of Warrant or Right | |
Par value (in dollars per share) | $ / shares | $ 0.0001 |
Convertible preferred stock, authorized | shares | 2,494,737 |
Convertible preferred stock, issued | shares | 2,494,737 |
Convertible preferred stock, outstanding | shares | 2,494,737 |
Preferred stock authorized | $ 24,977 |
Preferred stock issued | 24,977 |
Preferred stock outstanding | $ 24,977 |
Preferred stock liquidation preference per share | $ / shares | $ 10.0211 |
Preferred stock convertible conversion price | $ / shares | 10.0211 |
Minimum | |
Class of Warrant or Right | |
Share price | $ / shares | $ 5.13 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock Incentive Plan (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2021 shares | Dec. 31, 2020 shares | Jul. 31, 2020 USD ($) employee | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 shares | Dec. 31, 2015 shares | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period | 1 year | |||||||
Granted (in shares) | 0 | |||||||
Cliff Vesting Period | 4 years | |||||||
Number of employees affected by repricing | employee | 116 | |||||||
Expenses recognized | $ | $ 3.6 | |||||||
Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Granted (in shares) | 0 | 0 | 8,450,799 | |||||
Fair value of shares | $ | $ 29.8 | |||||||
Non-employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Granted (in shares) | 0 | 0 | 12,212 | |||||
Fair value of shares | $ | $ 0.1 | |||||||
2015 stock incentive plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Awards made under the plan | 26,283,789 | |||||||
Expiration period | 10 years | |||||||
Vesting period | 4 years | |||||||
Make Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Expiration period | 10 years | |||||||
Vesting period | 4 years | |||||||
Options and warrants to be issued | 232,304 | |||||||
Granted (in shares) | 0 | |||||||
2020 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Common stock available for future issuance | 12,400,813 | 12,400,813 | ||||||
Percentage of stock outstanding | 5% | |||||||
Additional shares added to the plan | 11,337,837 |
STOCK BASED COMPENSATION - Opti
STOCK BASED COMPENSATION - Options To Purchase Stock Granted (Details) | 12 Months Ended |
Dec. 31, 2020 $ / shares | |
Employee | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Risk-free interest rate, Minimum | 0.30% |
Risk-free interest rate, Maximum | 1.70% |
Expected volatility, Minimum | 52.70% |
Expected volatility, Maximum | 54.20% |
Expected life, Minimum (in years) | 5 years 10 months 24 days |
Expected life, Maximum (in years) | 6 years 3 months 18 days |
Fair value of Common Stock, Minimum | $ 1.40 |
Fair value of Common Stock, Maximum | $ 7.98 |
Non-employee | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Risk-free interest rate, Minimum | 0.60% |
Risk-free interest rate, Maximum | 0.80% |
Expected volatility, Minimum | 54.30% |
Expected volatility, Maximum | 54.80% |
Expected life, Minimum (in years) | 9 years 4 months 24 days |
Expected life, Maximum (in years) | 10 years |
Fair value of Common Stock, Minimum | $ 1.40 |
Fair value of Common Stock, Maximum | $ 7.98 |
STOCK BASED COMPENSATION - Op_2
STOCK BASED COMPENSATION - Option Activity of the Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 28, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares | ||||
Outstanding at beginning of period (in shares) | 13,249,000 | |||
Granted (in shares) | 0 | |||
Exercised (in shares) | (2,311,000) | |||
Forfeited/expired (in shares) | (2,515,000) | |||
Outstanding at end of period (in shares) | 8,423,000 | 13,249,000 | ||
Options vested at end of period (in shares) | 7,099,000 | |||
Options vested or expected to vest at end of period (in shares) | 8,409,000 | |||
Weighted-Average Exercise Price per share | ||||
Outstanding at beginning of period (in dollars per share) | $ 1.73 | |||
Exercised (in dollars per share) | 1.38 | |||
Forfeited/expired (in dollars per share) | 1.71 | |||
Outstanding at end of period (in dollars per share) | 1.83 | $ 1.73 | ||
Options vested at end of period (in dollars per share) | 1.88 | |||
Options vested or expected to vest at end of period | 1.83 | |||
Weighted average grant date fair value for options granted | $ 0 | $ 5.24 | $ 3.52 | |
Aggregate intrinsic value of options outstanding | $ 922 | $ 42,775 | ||
Stock-based compensation expense | $ 1,800 | $ 48,785 | 28,778 | $ 8,006 |
Unrecognized stock-based compensation expense, stock options | $ 2,400 | |||
Weighted-average period | 1 year 7 months 6 days | |||
Weighted-average remaining contractual term (in years) | 6 years 7 days | 7 years 2 months 23 days | ||
Options vested at end of period | 5 years 9 months 3 days | |||
Options vested or expected to vest at end of period | 6 years 7 days | |||
Options vested (in dollars) | $ 922 | |||
Options vested or expected to vest (in dollars) | 922 | |||
Aggregate intrinsic value of options exercised | 4,700 | $ 57,200 | 1,800 | |
Stock option | ||||
Weighted-Average Exercise Price per share | ||||
Stock-based compensation expense | $ 2,800 | $ 6,900 | $ 6,800 |
STOCK BASED COMPENSATION - Perf
STOCK BASED COMPENSATION - Performance-Based Stock Options (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (in shares) | 0 | ||
Options forfeited (in shares) | 2,515,000 | ||
Options outstanding (in shares) | 8,423,000 | 13,249,000 | |
Unrecognized stock-based compensation expense, stock options | $ 2,400 | ||
Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (in shares) | 0 | 0 | 8,450,799 |
Performance-Based Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (in shares) | 560,256 | ||
Options forfeited (in shares) | 290,038 | 83,958 | |
Number of non-vested options expired | 186,260 | ||
Unrecognized stock-based compensation expense, stock options | $ 0 |
STOCK BASED COMPENSATION - Assu
STOCK BASED COMPENSATION - Assumed Stock Options (Details) - ExOne Company | Nov. 12, 2021 $ / shares shares |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of unvested stock options | 86,020 |
Assumed Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of unvested stock options | 86,020 |
Risk-free interest rate, Minimum | 0.005% |
Risk-free interest rate, Maximum | 0.008% |
Expected volatility, Minimum | 57.20% |
Expected volatility, Maximum | 59.40% |
Expected life, Minimum (in years) | 1 year |
Expected life, Maximum (in years) | 2 years 9 months 18 days |
Fair value of Common Stock | $ / shares | $ 8.61 |
STOCK BASED COMPENSATION - Rest
STOCK BASED COMPENSATION - Restricted Stock Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Sep. 28, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Grant Date Fair Value | ||||
Total stock based compensation expenses | $ 1,800 | $ 48,785 | $ 28,778 | $ 8,006 |
Weighted-average period | 1 year 7 months 6 days | |||
Restricted Stock awards | ||||
Shares Subject to Vesting | ||||
Balance at beginning of period, unvested shares (in shares) | 264 | |||
Cancelled/Forfeited | (5) | |||
Vested (in shares) | (157) | |||
Balance at end of period, unvested shares (in shares) | 102 | 264 | ||
Weighted Average Grant Date Fair Value | ||||
Balance at beginning of Period, unvested shares (in dollars per share) | $ 7.79 | |||
Cancelled/Forfeited (in dollars per share) | 8.78 | |||
Vested (in dollars per share) | 7.11 | |||
Balance at end of Period, unvested shares (in dollars per share) | $ 8.78 | $ 7.79 | ||
Total stock based compensation expenses | $ 1,000 | $ 3,100 | $ 600 | |
Unrecognized stock-based compensation expense | $ 800 | |||
Weighted-average period | 1 year 1 month 6 days |
STOCK BASED COMPENSATION - Re_2
STOCK BASED COMPENSATION - Restricted Stock Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 1 year | |||
Cliff Vesting Period | 4 years | |||
Expenses recognized | $ 3.6 | |||
Weighted-average period | 1 year 7 months 6 days | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 4 years | |||
Cliff Vesting Period | 1 year | |||
Expenses recognized | $ 45 | $ 18.8 | $ 0.6 | |
Unrecognized compensation costs, non-vested RSUs | $ 73.1 | |||
Weighted-average period | 2 years 9 months 18 days | |||
Shares Subject to Vesting | ||||
Balance at beginning of period, unvested shares (in shares) | 16,395 | |||
Granted (in shares) | 13,771 | |||
Vested (in shares) | (4,154) | |||
Cancelled/Forfeited | (3,867) | |||
Balance at end of period, unvested shares (in shares) | 22,145 | 16,395 | ||
Weighted Average Grant Date Fair Value | ||||
Balance at beginning of Period, unvested shares (in dollars per share) | $ 7.54 | |||
Granted (in dollars per share) | 3.16 | |||
Vested (in dollars per share) | 11.03 | |||
Cancelled/Forfeited (in dollars per share) | 7.60 | |||
Balance at end of Period, unvested shares (in dollars per share) | $ 4.15 | $ 7.54 |
STOCK BASED COMPENSATION - Pe_2
STOCK BASED COMPENSATION - Performance-Based Restricted Stock Units (Details) - Performance-Based Restricted Stock Units - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vested (in shares) | 0 | 0 | |
Forfeited (in shares) | 400,000 | ||
2020 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Outstanding (in shares) | 124,300 | ||
2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vested (in shares) | 0 | 0 | |
Forfeited (in shares) | 120,000 | ||
Outstanding (in shares) | 150,000 | ||
Employee | 2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (in shares) | 670,000 | 124,300 |
STOCK BASED COMPENSATION - Mark
STOCK BASED COMPENSATION - Market-Based Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 28, 2020 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Total stock based compensation expenses | $ 1,800 | $ 48,785 | $ 28,778 | $ 8,006 | |
Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Estimated grant date fair value, Minimum (per share) | $ 1.40 | ||||
Estimated grant date fair value, Maximum (per share) | $ 7.98 | ||||
Market Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Risk-free interest rate | 1.30% | ||||
Remaining performance period (in years) | 7 years | ||||
Expected volatility | 55% | ||||
Estimated grant date fair value, Minimum (per share) | $ 0.98 | ||||
Estimated grant date fair value, Maximum (per share) | $ 4.95 | ||||
Target performance (number of shares) | 9,070,269 | ||||
Vested (in shares) | 0 | ||||
Outstanding (in shares) | 6,802,702 | ||||
Market Based Restricted Stock Units | Mr. Sibalani | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Total stock based compensation expenses | $ 0 | ||||
Market Based Restricted Stock Units | Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Granted (in shares) | 9,070,269 |
STOCK BASED COMPENSATION - Liab
STOCK BASED COMPENSATION - Liability-Classified Share-Based Arrangement (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 28, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Accrued stock based compensation expense | $ 26,723 | $ 33,829 | ||
Stock-based compensation expense | $ 1,800 | 48,785 | 28,778 | $ 8,006 |
2022 Bonus Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Accrued stock based compensation expense | 800 | |||
Stock-based compensation expense | 800 | |||
Liability-Classified Share-Based Arrangement | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Target fair value | 8,500 | |||
Fair value of awards | $ 0 | |||
Stock-based compensation expense | $ 0 | $ 0 |
STOCK BASED COMPENSATION - St_2
STOCK BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 28, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total stock based compensation expenses | $ 1,800 | $ 48,785 | $ 28,778 | $ 8,006 |
Restructuring Charges | $ 14,270 | |||
Liability-Classified Share-Based Arrangement | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total stock based compensation expenses | 0 | 0 | ||
2020 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares available for grant | 17,763,707 | |||
2022 Bonus Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total stock based compensation expenses | $ 800 | |||
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total stock based compensation expenses | 24,394 | 11,446 | 3,276 | |
Restructuring Charges | 8,485 | |||
Stock-based compensation expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Restructuring Charges | 7,300 | |||
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total stock based compensation expenses | 16,748 | 10,939 | 3,464 | |
Restructuring Charges | 998 | |||
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total stock based compensation expenses | 5,386 | 4,593 | 894 | |
Restructuring Charges | 1,131 | |||
Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total stock based compensation expenses | 2,257 | $ 1,800 | $ 372 | |
Restructuring Charges | $ 3,273 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
Right of use asset | $ 22,147 | $ 17,794 |
Lease liability | 22,979 | |
Lightforce Orthodontics | ||
RELATED PARTY TRANSACTIONS | ||
Accounts receivable, related parties | 1,500 | |
Agreement With El Siblani | EnvisionTEC | ||
RELATED PARTY TRANSACTIONS | ||
Right of use asset | 500 | |
Lease liability | 600 | |
Lease expense paid | 400 | |
Service expense | 300 | |
Other Acquisitions with Related Parties | ||
RELATED PARTY TRANSACTIONS | ||
Right of use asset | 4,900 | 3,600 |
Lease liability | 4,900 | 3,600 |
Lease expense paid | 800 | $ 600 |
Annual commitment | $ 800 |
SEGMENT INFORMATION - Revenue (
SEGMENT INFORMATION - Revenue (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Information | |||
Number of segments | segment | 1 | ||
Revenue | $ 209,023 | $ 112,408 | $ 16,470 |
Total long-lived assets | 78,418 | 76,505 | |
Revenue recognized at a point in time | |||
Segment Information | |||
Revenue | 190,248 | 105,994 | 13,718 |
Revenue recognized over time | |||
Segment Information | |||
Revenue | 18,775 | 6,414 | 2,752 |
Products | |||
Segment Information | |||
Revenue | 190,248 | 105,994 | 13,718 |
Services | |||
Segment Information | |||
Revenue | 18,775 | 6,414 | 2,752 |
Americas | |||
Segment Information | |||
Revenue | 136,102 | 75,962 | 6,665 |
Total long-lived assets | 56,145 | 58,355 | |
Americas | Products | |||
Segment Information | |||
Revenue | 124,778 | 71,875 | 5,250 |
Americas | Services | |||
Segment Information | |||
Revenue | 11,324 | 4,087 | 1,415 |
EMEA | |||
Segment Information | |||
Revenue | 55,140 | 24,097 | 7,788 |
Total long-lived assets | 16,399 | 11,289 | |
EMEA | Products | |||
Segment Information | |||
Revenue | 48,981 | 22,404 | 6,629 |
EMEA | Services | |||
Segment Information | |||
Revenue | 6,159 | 1,693 | 1,159 |
APAC | |||
Segment Information | |||
Revenue | 17,781 | 12,349 | 2,017 |
Total long-lived assets | 5,874 | 6,861 | |
APAC | Products | |||
Segment Information | |||
Revenue | 16,489 | 11,715 | 1,839 |
APAC | Services | |||
Segment Information | |||
Revenue | $ 1,292 | $ 634 | $ 178 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator for basic and diluted net loss per share: | |||
Net loss | $ (740,343) | $ (240,334) | $ (34,015) |
Weighted-average shares basic | 314,817 | 260,770 | 157,906 |
Weighted-average shares diluted | 314,817 | 260,770 | 157,906 |
Net loss per share-Basic | $ (2.35) | $ (0.92) | $ (0.22) |
Net loss per share-Diluted | $ (2.35) | $ (0.92) | $ (0.22) |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive securities excluded from computation of earnings per share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities excluded | 117,136 | 29,908 | 47,376 |
Interest rate | 6% | 6% | 6% |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities excluded | 8,423 | 13,249 | 19,553 |
Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities excluded | 22,145 | 16,395 | 683 |
Restricted Stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities excluded | 102 | 264 | 279 |
6.0% Convertible Senior Notes due 2027 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities excluded | 86,466 | ||
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities excluded | 25,010 | ||
Unvested Trine Founder Shares, held in escrow | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities excluded | 1,851 |
RESTRUCTURING CHARGES - Employe
RESTRUCTURING CHARGES - Employee severance benefits and related costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jul. 31, 2020 | Dec. 31, 2022 | |
RESTRUCTURING CHARGES | ||
Accrued expenses, January 1, 2022 | ||
Restructuring charges | $ 14,270 | |
Stock-based compensation | $ 3,600 | |
Accrued expenses, December 31, 2022 | 800 | |
Employee Severance | ||
RESTRUCTURING CHARGES | ||
Accrued expenses, January 1, 2022 | ||
Restructuring charges | 14,270 | |
Cash payments | (2,829) | |
Stock-based compensation | (7,312) | |
Inventory write-off | (3,085) | |
Restructuring accrual estimate adjustment | 51 | |
Accrued expenses, December 31, 2022 | $ 1,095 |
RESTRUCTURING CHARGES (Details)
RESTRUCTURING CHARGES (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Dec. 31, 2022 | |
RESTRUCTURING CHARGES | ||
Restructuring charges | $ 14,270 | |
Restructuring reserve | 800 | |
Employee severance | ||
RESTRUCTURING CHARGES | ||
Restructuring charges | 14,270 | |
Restructuring reserve | 1,095 | |
Maximum | Employee severance | ||
RESTRUCTURING CHARGES | ||
Restructuring charges | $ 26,000 | |
Minimum | Employee severance | ||
RESTRUCTURING CHARGES | ||
Restructuring charges | $ 19,600 | |
Cost of goods sold | ||
RESTRUCTURING CHARGES | ||
Restructuring charges | 3,273 | |
Research and development | ||
RESTRUCTURING CHARGES | ||
Restructuring charges | 8,485 | |
Stock-based compensation expense | ||
RESTRUCTURING CHARGES | ||
Restructuring charges | 7,300 | |
Sales and marketing | ||
RESTRUCTURING CHARGES | ||
Restructuring charges | 1,131 | |
General and administrative | ||
RESTRUCTURING CHARGES | ||
Restructuring charges | 998 | |
Interest and other (expense) income, net | ||
RESTRUCTURING CHARGES | ||
Restructuring charges | $ 383 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 09, 2020 | Dec. 08, 2020 | Dec. 07, 2020 | Aug. 31, 2020 | |
SUBSEQUENT EVENTS | ||||||||
Restructuring charges | $ 14,270 | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 366,366 | ||||
Common Class A | ||||||||
SUBSEQUENT EVENTS | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | |||||||
Common Stock, Shares Authorized | 500,000,000 | |||||||
Common Class A | Trine Acquisition Corp | ||||||||
SUBSEQUENT EVENTS | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | |||||||
Common Stock, Shares Authorized | 500,000,000 | 100,000,000 | ||||||
Employee Severance | ||||||||
SUBSEQUENT EVENTS | ||||||||
Restructuring charges | $ 14,270 | |||||||
Employee Severance | Maximum | ||||||||
SUBSEQUENT EVENTS | ||||||||
Restructuring charges | $ 26,000 | |||||||
Employee Severance | Minimum | ||||||||
SUBSEQUENT EVENTS | ||||||||
Restructuring charges | $ 19,600 | |||||||
Subsequent Event | Employee Severance | ||||||||
SUBSEQUENT EVENTS | ||||||||
Reduction percentage | 15% | |||||||
Subsequent Event | Employee Severance | Maximum | ||||||||
SUBSEQUENT EVENTS | ||||||||
Restructuring charges | $ 26,000 | |||||||
Subsequent Event | Employee Severance | Minimum | ||||||||
SUBSEQUENT EVENTS | ||||||||
Restructuring charges | $ 19,600 |