ACQUISITIONS (Tables)
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3 Months Ended |
12 Months Ended |
Mar. 31, 2021 |
Dec. 31, 2020 |
| ACQUISITIONS |
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| Schedule of estimated fair values of assets acquired and liabilities assumed |
The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to EnvisionTEC’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination, could result in an increase or decrease in the Company’s recorded valuation allowance, that will be recognized in the accompanying statement of operations.
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):
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At February 16, 2021 |
Assets acquired: |
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Cash and cash equivalents |
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$ |
859 |
Restricted cash |
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|
5,004 |
Accounts receivable |
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|
2,740 |
Inventory |
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|
8,852 |
Prepaid expenses and other current assets |
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|
1,081 |
Restricted cash - noncurrent |
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|
285 |
Property and equipment |
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|
1,440 |
Intangible assets |
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|
137,300 |
Other noncurrent assets |
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|
1,801 |
Total assets acquired |
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$ |
159,362 |
Liabilities assumed: |
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Accounts payable |
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$ |
1,443 |
Customer deposits |
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|
2,590 |
Current portion of lease liability |
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|
600 |
Accrued expenses and other current liabilities |
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13,645 |
Liability for income taxes |
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|
480 |
Deferred revenue |
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|
300 |
Current portion of long-term debt |
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|
898 |
Long-term debt |
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|
285 |
Deferred tax liability |
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33,348 |
Lease liability, net of current portion |
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|
1,189 |
Total liabilities assumed |
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$ |
54,778 |
Net assets acquired |
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$ |
104,584 |
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Goodwill |
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$ |
199,056 |
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| Schedule of estimated useful life of identifiable intangible assets acquired |
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Gross Value |
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Estimated Life |
Acquired technology |
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$ |
77,800 |
|
7 – 12 years |
Trade name |
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8,600 |
|
13 years |
Customer relationships |
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50,900 |
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10 years |
Total intangible assets |
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$ |
137,300 |
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Capitalized software consists of the following (in thousands):
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Years Ended December 31, |
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2020 |
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2019 |
Capitalized software development costs |
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$ |
1,127 |
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$ |
1,127 |
Accumulated amortization |
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(815) |
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(237) |
Impairment |
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— |
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(444) |
Total capitalized software, net |
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$ |
312 |
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$ |
446 |
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| Schedule of proforma financial information is based on the historical financial statements |
The following pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisition had occurred on January 1, 2020 (in thousands):
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Three Months Ended March 31, |
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2021 |
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2020 |
Net revenues |
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$ |
14,825 |
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$ |
10,697 |
Net income |
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$ |
(28,676) |
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$ |
(30,943) |
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| Schedule of reconciliation of business combination to Statement of Cash Flows and Statement of Changes in Equity |
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Recapitalization |
Cash – Trine's trust and cash (net of redemptions) |
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$ |
305,084,695 |
Cash – PIPE financing |
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|
274,975,000 |
Less: transaction costs and advisory fees paid |
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(45,463,074) |
Net proceeds from reverse recapitalization |
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534,596,621 |
Plus: non-cash net liabilities assumed1 |
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(152,394,714) |
Less: accrued transaction costs and advisory fees |
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(1,900,793) |
Net contributions from reverse recapitalization |
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$ |
380,301,114 |
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Recapitalization
(as restated) |
Cash – Trine's trust and cash (net of redemptions) |
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$ |
305,084,695 |
Cash – PIPE financing |
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|
274,975,000 |
Less: transaction costs and advisory fees paid |
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(45,463,074) |
Net proceeds from reverse recapitalization |
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|
534,596,621 |
Plus: non-cash net liabilities assumed (1) |
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(152,394,714) |
Less: accrued transaction costs and advisory fees |
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(1,900,793) |
Net contributions from reverse recapitalization |
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$ |
380,301,114 |
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| Schedule of number of shares issued on consummation of business combination |
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Number of Shares |
Common stock, outstanding prior to Business Combination |
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30,015,000 |
Less: redemption of Trine shares |
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(26,049) |
Common stock of Trine |
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29,988,951 |
Trine Founder Shares |
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|
5,552,812 |
Trine Director Shares |
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|
100,000 |
Shares issued in PIPE financing |
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27,497,500 |
Business Combination and PIPE financing shares |
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63,139,263 |
Legacy Desktop Metal shares (1) |
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161,487,334 |
Total shares of common stock immediately after Business Combination |
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224,626,597 |
(1) The number of Legacy Desktop Metal shares was determined from the shares of Legacy Desktop Metal shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.22122. All fractional shares were rounded down.
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Number of Shares |
Common stock, outstanding prior to Business Combination |
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30,015,000 |
Less: redemption of Trine shares |
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(26,049) |
Common stock of Trine |
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29,988,951 |
Trine Founder Shares |
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|
5,552,812 |
Trine Director Shares |
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|
100,000 |
Shares issued in PIPE financing |
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|
27,497,500 |
Business Combination and PIPE financing shares |
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|
63,139,263 |
Legacy Desktop Metal shares (1) |
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|
161,487,334 |
Total shares of common stock immediately after Business Combination |
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224,626,597 |
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