june

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38835

DESKTOP METAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	83-2044042
(State of Other Jurisdiction of incorporation or Organization)	(I.R.S. Employer Identification No.)

63 3rd Avenue, Burlington, MA	01803
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (978) 224-1244

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


		Name Of Each Exchange
Title of Each Class	Trading Symbol(s)	On Which Registered
Class A Common Stock, $0.0001 Par Value per Share	DM	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

Large accelerated filer ☒	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 ☐ No ☒

As of November 7, 2023, there were 324,736,249 shares of the registrant’s Class A common stock outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I

Part I. Financial Information		3

Item 1. Financial Statements		3

Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022		3

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022		4

Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022		5

Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022		6

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022		8

Notes to Condensed Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30

Item 3. Quantitative and Qualitative Disclosures About Market Risk		45

Item 4. Controls and Procedures		45

Part II. Other Information		46

Item 1. Legal Proceedings		46

Item 1A. Risk Factors		47

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, and Issuer Purchases of Equity Securities		75

Item 3. Defaults Upon Senior Securities		76

Item 4. Mine Safety Disclosures		76

Item 5. Other Information		76

Item 6. Exhibits		76

Exhibit Index		77

Signatures		78

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

DESKTOP METAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)


	September 30,		December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	107,432	$	76,291
Current portion of restricted cash		841		4,510
Short‑term investments		803		108,243
Accounts receivable		40,088		38,481
Inventory		107,196		91,736
Prepaid expenses and other current assets		24,987		16,325
Assets held for sale		—		830
Total current assets		281,347		336,416
Restricted cash, net of current portion		612		1,112
Property and equipment, net		38,387		56,271
Goodwill		108,651		112,955
Intangible assets, net		178,802		219,830
Other noncurrent assets		36,465		27,763
Total Assets	$	644,264	$	754,347
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	32,114	$	25,105
Customer deposits		6,918		11,526
Current portion of lease liability		6,644		5,730
Accrued expenses and other current liabilities		27,899		26,723
Current portion of deferred revenue		17,015		13,719
Current portion of long‑term debt		368		584
Total current liabilities		90,958		83,387
Long-term debt, net of current portion		120		311
Convertible notes		112,382		111,834
Lease liability, net of current portion		23,680		17,860
Deferred revenue, net of current portion		3,780		3,664
Deferred tax liability		4,693		8,430
Other noncurrent liabilities		3,077		1,359
Total liabilities		238,690		226,845
Commitments and Contingencies (Note 17)
Stockholders’ Equity
Preferred Stock, $0.0001 par value—authorized, 50,000,000 shares; no shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		—		—
Common Stock, $0.0001 par value—500,000,000 shares authorized; 323,658,575 and 318,235,106 shares issued at September 30, 2023 and December 31, 2022, respectively, 323,642,480 and 318,133,434 shares outstanding at September 30, 2023 and December 31, 2022, respectively		32		32
Additional paid‑in capital		1,901,931		1,874,792
Accumulated deficit		(1,457,696)		(1,308,954)
Accumulated other comprehensive loss		(38,693)		(38,368)
Total Stockholders’ Equity		405,574		527,502
Total Liabilities and Stockholders’ Equity	$	644,264	$	754,347

See notes to condensed consolidated financial statements

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DESKTOP METAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenues
Products	$	37,502	$	42,937	$	121,597	$	135,085
Services		5,248		4,149		15,755		13,381
Total revenues		42,750		47,086		137,352		148,466
Cost of sales
Products		37,175		43,639		119,290		130,454
Services		3,651		3,756		11,413		11,252
Total cost of sales		40,826		47,395		130,703		141,706
Gross profit (loss)		1,924		(309)		6,649		6,760
Operating expenses
Research and development		20,455		22,382		64,822		78,357
Sales and marketing		8,549		16,204		28,596		56,299
General and administrative		9,528		18,924		50,673		62,472
Impairment charges		6,062		—		6,062		—
Goodwill impairment		2,450		—		2,450		229,500
Total operating expenses		47,044		57,510		152,603		426,628
Loss from operations		(45,120)		(57,819)		(145,954)		(419,868)
Interest expense		(1,045)		(680)		(2,965)		(1,281)
Interest and other expense, net		(349)		(1,677)		(498)		(8,443)
Loss before income taxes		(46,514)		(60,176)		(149,417)		(429,592)
Income tax benefit (expense)		141		(598)		675		1,602
Net loss	$	(46,373)	$	(60,774)	$	(148,742)	$	(427,990)
Net loss per share—basic and diluted	$	(0.14)	$	(0.19)	$	(0.46)	$	(1.36)
Weighted average shares outstanding, basic and diluted		323,187,608		316,007,716		321,328,016		313,901,704

See notes to condensed consolidated financial statements.

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DESKTOP METAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(in thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Net loss	$	(46,373)	$	(60,774)	$	(148,742)	$	(427,990)
Other comprehensive loss, net of taxes:
Unrealized gain (loss) on available-for-sale marketable securities, net		(211)		(389)		126		(418)
Foreign currency translation adjustment		(684)		(15,866)		(451)		(54,324)
Total comprehensive loss, net of taxes of $0	$	(47,268)	$	(77,029)	$	(149,067)	$	(482,732)

See notes to condensed consolidated financial statements.

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DESKTOP METAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share amounts)


	Three Months Ended September 30, 2023
								Accumulated
								Other
	Common Stock			Additional				Comprehensive		Total
	Voting			Paid‑in		Accumulated		(Loss)		Stockholders’
	Shares	Amount		Capital		Deficit		Income		Equity
BALANCE—July 1, 2023	322,630,201	$	32	$	1,893,548	$	(1,411,323)	$	(37,798)	$	444,459
Exercise of Common Stock options	37,935		—		46		—		—		46
Vesting of restricted Common Stock	9,779		—		—		—		—		—
Vesting of restricted stock units	986,925		—		—		—		—		—
Repurchase of shares for employee tax withholdings	(22,360)		—		(39)		—		—		(39)
Stock‑based compensation expense	—		—		8,376		—		—		8,376
Net loss	—		—		—		(46,373)		—		(46,373)
Other comprehensive income (loss)	—		—		—		—		(895)		(895)
BALANCE—September 30, 2023	323,642,480	$	32	$	1,901,931	$	(1,457,696)	$	(38,693)	$	405,574


	Nine Months Ended September 30, 2023
								Accumulated
								Other
	Common Stock			Additional				Comprehensive		Total
	Voting			Paid‑in		Accumulated		(Loss)		Stockholders’
	Shares	Amount		Capital		Deficit		Income		Equity
BALANCE—January 1, 2023	318,133,434	$	32	$	1,874,792	$	(1,308,954)	$	(38,368)	$	527,502
Exercise of Common Stock options	1,006,046		—		1,203		—		—		1,203
Vesting of restricted Common Stock	85,372		—		—		—		—		—
Vesting of restricted stock units	4,061,967		—		—		—		—		—
Repurchase of shares for employee tax withholdings	(89,132)		—		(147)		—		—		(147)
Issuance of Common Stock related to settlement of contingent consideration	444,793		—		797		—		—		797
Stock‑based compensation expense	—		—		25,286		—		—		25,286
Net loss	—		—		—		(148,742)		—		(148,742)
Other comprehensive income (loss)	—		—		—		—		(325)		(325)
BALANCE—September 30, 2023	323,642,480	$	32	$	1,901,931	$	(1,457,696)	$	(38,693)	$	405,574

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	Three Months Ended September 30, 2022
								Accumulated
								Other
	Common Stock			Additional				Comprehensive		Total
	Voting			Paid‑in		Accumulated		(Loss)		Stockholders’
	Shares	Amount		Capital		Deficit		Income		Equity
BALANCE—July 1, 2022	315,147,677	$	32	$	1,851,836	$	(935,827)	$	(44,901)	$	871,140
Exercise of Common Stock options	1,147,289		—		1,771		—		—		1,771
Vesting of restricted Common Stock	21,786		—		—		—		—		—
Vesting of restricted stock units	765,093		—		—		—		—		—
Net share settlement related to employee tax withholdings upon vesting of restricted stock units	(11,919)		—		(39)		—		—		(39)
Stock‑based compensation expense	—		—		10,909		—		—		10,909
Net loss	—		—		—		(60,774)		—		(60,774)
Other comprehensive income (loss)	—		—		—		—		(16,255)		(16,255)
BALANCE—September 30, 2022	317,069,926	$	32	$	1,864,477	$	(996,601)	$	(61,156)	$	806,752


	Nine Months Ended September 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	311,473,950	$	31	$	1,823,344	$	(568,611)	$	(6,414)	$	1,248,350
Exercise of Common Stock options	2,168,289		—		3,035		—		—		3,035
Vesting of restricted Common Stock	135,341		—		—		—		—		—
Vesting of restricted stock units	3,248,204		1		—		—		—		1
Repurchase of shares for employee tax withholdings	(68,060)		—		(228)		—		—		(228)
Issuance of Common Stock related to settlement of contingent consideration	112,202		—		500		—		—		500
Stock‑based compensation expense	—		—		37,826		—		—		37,826
Net loss	—		—		—		(427,990)		—		(427,990)
Other comprehensive income (loss)	—		—		—		—		(54,742)		(54,742)
BALANCE—September 30, 2022	317,069,926	$	32	$	1,864,477	$	(996,601)	$	(61,156)	$	806,752

See notes to condensed consolidated financial statements.

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DESKTOP METAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net loss	$	(148,742)	$	(427,990)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		40,322		38,294
Stock‑based compensation		26,699		37,826
Goodwill impairment		2,450		229,500
Amortization (accretion) of discount on investments		(490)		(305)
Amortization of deferred costs on convertible notes		548		276
Provision for bad debt		640		1,038
Loss on disposal of property and equipment		501		209
Net increase (decrease) in accrued interest related to marketable securities		238		771
Net unrealized (gain) loss on equity investment		286		6,172
Net unrealized (gain) loss on other investments		—		745
Deferred tax benefit		(675)		(1,602)
Change in fair value of contingent consideration		—		(254)
Foreign currency transaction loss		392		1,202
Impairment charges		6,062		—
Changes in operating assets and liabilities:
Accounts receivable		(2,446)		3,166
Inventory		(16,052)		(31,195)
Prepaid expenses and other current assets		(8,716)		(969)
Other assets		2,425		1,196
Accounts payable		7,397		(2,959)
Accrued expenses and other current liabilities		1,009		(3,855)
Customer deposits		(4,542)		2,360
Deferred revenue		3,590		(1,589)
Change in right of use assets and lease liabilities, net		(4,456)		(2,850)
Other liabilities		1,706		24
Net cash used in operating activities		(91,854)		(150,789)
Cash flows from investing activities:
Purchases of property and equipment		(2,709)		(8,157)
Proceeds from other investment		—		3,155
Proceeds from sale of property and equipment		9,942		6
Purchase of marketable securities		(4,973)		(158,404)
Proceeds from sales and maturities of marketable securities		112,719		205,650
Proceeds from disposal of subsidiaries		4,089		—
Proceeds from capital grant		—		200
Cash paid for acquisitions, net of cash acquired		(500)		(23)
Net cash provided by investing activities		118,568		42,427
Cash flows from financing activities:
Proceeds from the exercise of stock options		1,203		3,036
Payment of taxes related to net share settlement upon vesting of restricted stock units		(147)		(230)
Repayment of loans		(337)		(421)
Proceeds from issuance of convertible notes		—		115,000
Costs incurred in connection with the issuance of convertible notes		—		(3,619)
Net cash provided by financing activities		719		113,766
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(461)		(1,491)
Net increase in cash, cash equivalents, and restricted cash		26,972		3,913
Cash, cash equivalents, and restricted cash at beginning of period		81,913		68,258
Cash, cash equivalents, and restricted cash at end of period	$	108,885	$	72,171

Supplemental disclosures of cash flow information
Reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total shown in the condensed consolidated statements of cash flows:
Cash and cash equivalents	$	107,432	$	66,987
Restricted cash included in other current assets		841		4,072
Restricted cash included in other noncurrent assets		612		1,112
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	108,885	$	72,171

Supplemental cash flow information:
Interest paid	$	—	$	—
Taxes paid	$	—	$	—

Non‑cash investing and financing activities:
Net unrealized (gain) loss on investments	$	(339)	$	418
Common Stock issued for settlement of contingent consideration	$	797	$	500
Deferred contract costs	$	—	$	1,341
Additions to right of use assets and lease liabilities	$	11,443	$	10,742
Purchase of property and equipment included in accounts payable	$	326	$	1,507
Purchase of property and equipment included in accrued expense	$	90	$	—
Transfers from property and equipment to inventory	$	1,647	$	2,470
Transfers from inventory to property and equipment	$	1,370	$	3,475

See notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 and services 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 Quarterly Report on Form 10-Q to the “Company” and “Desktop Metal” refer to the consolidated operations of Desktop Metal, Inc., and its subsidiaries. References to “Trine” refer to the company prior to the consummation of the Business Combination and references to “Legacy Desktop Metal” refer to Desktop Metal Operating, Inc. prior to the consummation of the Business Combination.

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, the Business Combination, and the sale of convertible senior notes due in 2027 (the “2027 Notes”) in May 2022. 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 short-term investments as of September 30, 2023 will be sufficient to fund operating and capital expenditure requirements through at least twelve months from the date of issuance of these condensed consolidated financial statements.

Termination of Merger with Stratasys Ltd.

On May 25, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Stratasys Ltd. (“Stratasys”), Tetris Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Stratasys (“Merger Sub”), and the Company, pursuant to which Merger Sub was to merge with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of Stratasys (the “Merger”).

The Merger was subject to approval by shareholders of Stratsys and Desktop Metal. At an extraordinary general meeting of shareholders of Stratasys held on September 28, 2023, Stratasys shareholders did not approve the proposal related to the Merger Agreement. Accordingly, on September 28, 2023, Stratasys sent Desktop Metal a notice of termination of the Merger Agreement. As a result, and under the terms of the Merger Agreement, Stratasys paid $10.0 million to Desktop Metal for reimbursement of expenses, which is included in general and administrative expenses in the condensed consolidated statements of operations. The $10.0 million of reimbursement was equal the expenses previously incurred; therefore, there was no gain recorded related to this item. The termination fee was paid on October 6, 2023 and a receivable of $10.0 million was included in Prepaid expenses and other current assets in the condensed consolidated balance sheets as of September 30, 2023.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the U.S Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. In the unaudited condensed consolidated financial statements, certain balances have been reclassified to conform to the current year presentation.

Principles of Consolidation

The accompanying condensed 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.

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to the financial statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. See the below discussion of changes to the Company’s policies for assets held for sale. There have been no other changes to the Company’s significant accounting policies during the first nine months of fiscal year 2023.

Assets Held for Sale

The Company classifies long-lived assets or asset groups the Company plans to sell as held for sale on our consolidated balance sheets only after certain criteria have been met including: (i) management has the authority and commits to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and the plan to sell the asset have been initiated, (iv) the sale of the asset is probable within 12 months, (v) the asset is being actively marketed at a reasonable sales price relative to its current fair value, and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. The Company records assets or asset groups held for sale at the lower of their carrying value or fair value less costs to sell.

3. REVENUE RECOGNITION

Contract Balances

The Company’s deferred revenue balance was $20.8 million and $17.4 million as of September 30, 2023 and December 31, 2022, respectively. During the three and nine months ended September 30, 2023, the Company recognized $1.4 million and $5.2 million of existing deferred revenue from 2022. During the three and nine months ended September 30, 2022, the Company recognized $3.6 million and $14.0 million of existing deferred revenue from 2021. 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 nine months ended September 30, 2023 and 2022.

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Remaining Performance Obligations

At September 30, 2023, the Company had $20.8 million of remaining performance obligations, of which approximately $17.0 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 $6.9 million at September 30, 2023.

4. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

The Company’s cash equivalents and short-term investments are invested in the following (in thousands):

September 30, 2023

Amortized Cost

Unrealized Gains

Unrealized Losses

Fair Value

Money market funds

63,671