Desktop Metal, Inc. Post-effective amendment to a registration statement that is not immediately effective upon filing

Post-effective amendment to a registration statement that is not immediately effective upon filing

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

5. FAIR VALUE MEASUREMENTS

The Company uses the following three-tier fair value hierarchy, which prioritizes the inputs used in measuring the fair values for certain of its assets and liabilities:

Level 1 is based on observable inputs, such as quoted prices in active markets;

Level 2 is based on inputs other than the quoted prices in active markets that are observable either directly or indirectly; and

Level 3 is based on unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Items measured at fair value on a recurring basis include money market funds.

The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands):


	March 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	$	413,089	$	—	$	—	$	413,089
Commercial paper		—		89,835		—		89,835
Corporate bonds		—		61,012		—		61,012
U.S. Treasury securities		5,000		—		—		5,000
Other investments		—		—		3,025		3,025
Total assets	$	418,089	$	150,847	$	3,025	$	571,961


	December 31, 2020
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Items		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Money market funds	$	407,512	$	—	$	—	$	407,512
Commercial paper		—		119,285		—		119,285
Corporate bonds		—		47,959		—		47,959
U.S. Treasury securities		19,997		—		—		19,997
Other investments		—		—		3,000		3,000
Total assets	$	427,509	$	167,244	$	3,000	$	597,753
Liabilities:
Private placement warrants	$	—	$	—	$	93,328	$	93,328
Total liabilities	$	—	$	—	$	93,328	$	93,328

The Company has determined that the estimated fair value of its corporate bonds and commercial paper are reported as Level 2 financial assets as they are based on model-driven valuations in which all significant inputs are observable, or can be derived from or corroborated by observable market data for substantially the full term of the asset.

The other investment is reported as a Level 3 financial asset because the methodology used to develop the estimated fair value includes significant unobservable inputs reflecting management’s own assumptions, including the rights and obligations of the securities the Company holds as well as the probability of a qualified financing event, acquisition, or change in control.

The fair value of the Private Placement Warrants is estimated using the Black-Scholes option pricing model and is classified as a Level 3 financial instrument. The significant assumptions used in the model were the Company’s stock price, exercise price, expected term, volatility, interest rate, and dividend yield.

There were no transfers between fair value measure levels during the three months ended March 31, 2021 and 2020. The following table presents information about the Company’s movement in Level 3 assets measured at fair value (in thousands):


	Three Months Ended March 31,
	2021		2020
Balance at beginning of period	$	3,000	$	—
Changes in fair value		25		—
Balance at end of period	$	3,025	$	—

The following table presents information about the Company’s movement in Level 3 liabilities measured at fair value (in thousands):


	Three Months Ended March 31,
	2021		2020
Balance at beginning of period	$	93,328	$	—
Changes in fair value		56,576		—
Exercise of private placement warrants		(149,904)		—
Balance at end of period	$	—	$	—

5. FAIR VALUE MEASUREMENTS

The Company uses the following three-tier fair value hierarchy, which prioritizes the inputs used in measuring the fair values for certain of its assets and liabilities:

Level 1 is based on observable inputs, such as quoted prices in active markets;

Level 2 is based on inputs other than the quoted prices in active markets that are observable either directly or indirectly; and

Level 3 is based on unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities 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, 2020
	(as restated)
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Items		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Money market funds	$	407,512	$	—	$	—	$	407,512
Commercial paper		—		119,285		—		119,285
Corporate bonds		—		47,959		—		47,959
U.S. Treasury securities		19,997		—		—		19,997
Other investments		—		—		3,000		3,000
Total assets	$	427,509	$	167,244	$	3,000	$	597,753
Liabilities:
Private placement warrants	$	—	$	—	$	93,328	$	93,328
Total liabilities	$	—	$	—	$	93,328	$	93,328


	December 31, 2019
	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	$	40,454	$	—	$	—	$	40,454
Commercial paper		—		19,938		—		19,938
Corporate bonds		—		48,010		—		48,010
Asset‑backed securities		—		16,806		—		16,806
Repurchase agreements		—		25,001		—		25,001
Total assets	$	40,454	$	109,755	$	—	$	150,209

The Company has determined that the estimated fair value of its repurchase agreements, corporate bonds, commercial paper, 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 fair value of the Private Placement Warrants is estimated using the Black-Scholes option pricing model and are classified as Level 3 financial instruments. The significant assumptions used in the model were the Company’s stock price, exercise price, expected term, volatility, interest rate, and dividend yield.

There were no transfers between fair value measure levels during the years ended December 31, 2020 and 2019. The following table presents information about the Company’s movement in Level 3 assets measured at fair value (in thousands):


		2020	2019
Balance at beginning of year	$	—	$	—
Additions		3,000		—

Balance at end of year

3,000

—

The following table presents information about the Company’s movement in Level 3 liabilities measured at fair value (in thousands):


		2020 (as restated)	2019
Balance at beginning of year	$	—	$	—
Warrant liability assumed		149,745
Change in fair value of warrant liability		(56,417)
Balance at end of year	$	93,328	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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