UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
Commission file number:
(Exact name of registrant as specified in its charter)
(State of Other Jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Name Of Each Exchange | ||
Title of Each Class | Trading Symbol(s) | On Which Registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | ||
Non-accelerated filer ☐ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 5, 2022, there were
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share amounts)
| June 30, |
| December 31, | |||
2022 |
| 2021 | ||||
Assets | ||||||
Current assets: |
|
|
|
| ||
Cash and cash equivalents | $ | | $ | | ||
Current portion of restricted cash | | | ||||
Short‑term investments |
| |
| | ||
Accounts receivable |
| |
| | ||
Inventory |
| |
| | ||
Prepaid expenses and other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Restricted cash, net of current portion |
| |
| | ||
Property and equipment, net |
| |
| | ||
Goodwill |
| |
| | ||
Intangible assets, net |
| |
| | ||
Other noncurrent assets | | | ||||
Total Assets | $ | | $ | | ||
Liabilities and Stockholders’ Equity |
|
|
|
| ||
Current liabilities: |
|
|
|
| ||
Accounts payable | $ | | $ | | ||
Customer deposits |
| |
| | ||
Current portion of lease liability |
| |
| | ||
Accrued expenses and other current liabilities |
| |
| | ||
Current portion of deferred revenue |
| |
| | ||
Current portion of long‑term debt, net of deferred financing costs |
| |
| | ||
Total current liabilities |
| |
| | ||
Long-term debt, net of current portion | | | ||||
Convertible notes | | — | ||||
Contingent consideration, net of current portion | | | ||||
Lease liability, net of current portion |
| |
| | ||
Deferred revenue, net of current portion | | | ||||
Deferred tax liability | | | ||||
Other noncurrent liabilities | | | ||||
Total liabilities | | | ||||
Commitments and Contingencies (Note 17) |
|
|
|
| ||
Stockholders’ Equity |
|
| ||||
Preferred Stock, $ | ||||||
Common Stock, $ |
| |
| | ||
Additional paid‑in capital |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Total Stockholders’ Equity |
| |
| | ||
Total Liabilities and Stockholders’ Equity | $ | | $ | |
See notes to condensed consolidated financial statements
3
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
| Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | ||||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 |
| |||||
Revenues |
|
|
|
| |||||||||
Products | $ | | $ | | $ | | $ | | |||||
Services | | |
| |
| | |||||||
Total revenues | |
| |
| |
| | ||||||
Cost of sales |
|
|
|
|
| ||||||||
Products | | |
| |
| | |||||||
Services | | |
| |
| | |||||||
Total cost of sales | |
| |
| |
| | ||||||
Gross profit | |
| |
| |
| | ||||||
Operating expenses |
|
|
|
|
| ||||||||
Research and development | | |
| |
| | |||||||
Sales and marketing | | |
| |
| | |||||||
General and administrative | | |
| |
| | |||||||
In-process research and development assets acquired | — | | — | | |||||||||
Goodwill impairment | | — | | — | |||||||||
Total operating expenses | |
| |
| |
| | ||||||
Loss from operations | ( |
| ( |
| ( |
| ( | ||||||
Change in fair value of warrant liability | — | — | — | ( | |||||||||
Interest expense | ( | ( |
| ( | ( | ||||||||
Interest and other (expense) income, net | ( | |
| ( | | ||||||||
Loss before income taxes | ( |
| ( |
| ( |
| ( | ||||||
Income tax benefit | | |
| |
| | |||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Net loss per share—basic and diluted | ( | ( | ( | ( | |||||||||
Weighted average shares outstanding, basic and diluted | | | | |
See notes to condensed consolidated financial statements.
4
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(in thousands)
| Three Months Ended | Six Months Ended | ||||||||||
June 30, | June 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive (loss) income, net of taxes: |
|
| ||||||||||
Unrealized gain (loss) on available-for-sale marketable securities, net | ( | ( |
| ( |
| ( | ||||||
Foreign currency translation adjustment | ( | | ( | | ||||||||
Total comprehensive (loss) income, net of taxes of $ | $ | ( | $ | ( | $ | ( | $ | ( |
See notes to condensed consolidated financial statements.
5
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share amounts)
Three Months Ended June 30, 2022 | |||||||||||||||||
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Comprehensive | Total | ||||||||||||||
Voting | Paid‑in | Accumulated | (Loss) | Stockholders’ | |||||||||||||
| Shares |
| Amount | Capital |
| Deficit |
| Income |
| Equity | |||||||
BALANCE—April 1, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Exercise of Common Stock options | |
| — |
| |
| — |
| — |
| | ||||||
Vesting of restricted Common Stock |
| |
| — |
| — |
| — |
| — |
| — | |||||
Vesting of restricted stock units | | | — | — | — | | |||||||||||
Net settlement of shares for employee tax withholdings upon vesting of restricted stock units | ( | — | ( | — | — | ( | |||||||||||
Issuance of Common Stock related to settlement of contingent consideration | | — | | — | — | | |||||||||||
Stock‑based compensation expense |
| — |
| — |
| |
| — |
| — |
| | |||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||
Other comprehensive income (loss) |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
BALANCE—June 30, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Six Months Ended June 30, 2022 | |||||||||||||||||
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Comprehensive | Total | ||||||||||||||
Voting | Paid‑in | Accumulated | (Loss) | Stockholders’ | |||||||||||||
| Shares |
| Amount | Capital |
| Deficit |
| Income |
| Equity | |||||||
BALANCE—January 1, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Exercise of Common Stock options | |
| — |
| |
| — |
| — |
| | ||||||
Vesting of restricted Common Stock |
| |
| — |
| — |
| — |
| — |
| — | |||||
Vesting of restricted stock units | | | — | — | — | | |||||||||||
Repurchase of shares for employee tax withholdings | ( | — | ( | — | — | ( | |||||||||||
Issuance of Common Stock related to settlement of contingent consideration | | — | | — | — | | |||||||||||
Stock‑based compensation expense |
| — |
| — |
| |
| — |
| — |
| | |||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||
Other comprehensive income (loss) |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
BALANCE—June 30, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | |
6
Three Months Ended June 30, 2021 | |||||||||||||||||
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Comprehensive | Total | ||||||||||||||
Voting | Paid‑in | Accumulated | (Loss) | Stockholders’ | |||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Income |
| Equity | ||||||
BALANCE—April 1, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Exercise of Common Stock options |
| | — | | — | — |
| | |||||||||
Vesting of restricted Common Stock |
| | — | — | — | — |
| — | |||||||||
Vesting of restricted stock units | | — | — | — | — | — | |||||||||||
Repurchase of shares for employee tax withholdings | ( | — | ( | — | — | ( | |||||||||||
Issuance of Common Stock for acquisitions | | | | — | — | | |||||||||||
Issuance of common stock for acquired in-process research and development | | — | | — | — | | |||||||||||
Stock‑based compensation expense |
| — | — | | — | — |
| | |||||||||
Net loss |
| — | — | — | ( | — |
| ( | |||||||||
Other comprehensive income (loss) |
| — | — | — | — | |
| | |||||||||
BALANCE—June 30, 2021 |
| | $ | | $ | | $ | ( | $ | | $ | | |||||
Six Months Ended June 30, 2021 | |||||||||||||||||
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Comprehensive | Total | ||||||||||||||
Voting | Paid‑in | Accumulated | (Loss) | Stockholders’ | |||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Income |
| Equity | ||||||
BALANCE—January 1, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Exercise of Common Stock options |
| | — | | — | — |
| | |||||||||
Vesting of restricted Common Stock |
| | — | — | — | — |
| — | |||||||||
Vesting of restricted stock units | | — | — | — | — | — | |||||||||||
Repurchase of shares for employee tax withholdings | ( | — | ( | — | — | ( | |||||||||||
Issuance of Common Stock for acquisitions | | | | — | — | | |||||||||||
Issuance of common stock for acquired in-process research and development | | — | | — | — | | |||||||||||
Stock‑based compensation expense |
| — | — | | — | — |
| | |||||||||
Vesting of Trine Founder shares |
| | — | — | — | — |
| — | |||||||||
Exercise of warrants | | | | — | — | | |||||||||||
Net loss |
| — | — | — | ( | — |
| ( | |||||||||
Other comprehensive income (loss) |
| — | — | — | — | |
| | |||||||||
BALANCE—June 30, 2021 |
| | $ | | $ | | $ | ( | $ | | $ | |
See notes to condensed consolidated financial statements.
7
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six Months Ended June 30, | ||||||
---|---|---|---|---|---|---|
| 2022 |
| 2021 | |||
Cash flows from operating activities: | ||||||
Net loss |
| $ | ( |
| $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
| ||||
Depreciation and amortization |
| |
| | ||
Stock‑based compensation |
| |
| | ||
Goodwill impairment | | — | ||||
Change in fair value of warrant liability | — | | ||||
Change in fair value of subscription agreement | — | | ||||
Amortization (accretion) of discount on investments | | | ||||
Amortization of debt financing cost | — | | ||||
Amortization of deferred costs on convertible notes | | — | ||||
Provision for bad debt | | | ||||
Acquired in-process research and development | — | | ||||
Loss (gain) on disposal of property and equipment | |
| ( | |||
Foreign exchange (gains) losses on intercompany transactions, net | | — | ||||
Net increase (decrease) in accrued interest related to marketable securities | | ( | ||||
Net unrealized (gain) loss on equity investment | | — | ||||
Net unrealized (gain) loss on other investments | | ( | ||||
Deferred tax benefit | ( | ( | ||||
Change in fair value of contingent consideration | | — | ||||
Foreign currency transaction (gain) loss | ( | — | ||||
Changes in operating assets and liabilities: |
| |||||
Accounts receivable |
| |
| ( | ||
Inventory |
| ( |
| ( | ||
Prepaid expenses and other current assets |
| ( |
| ( | ||
Other assets | | ( | ||||
Accounts payable |
| ( |
| ( | ||
Accrued expenses and other current liabilities |
| ( |
| ( | ||
Customer deposits |
| ( |
| ( | ||
Current portion of deferred revenue |
| ( |
| | ||
Change in right of use assets and lease liabilities, net |
| ( |
| ( | ||
Other liabilities |