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

ACQUISITIONS (Tables)

v3.21.1
ACQUISITIONS (Tables)
3 Months Ended 12 Months Ended
Mar. 31, 2021
Dec. 31, 2020
ACQUISITIONS    
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):

At February 16, 2021

Assets acquired:

Cash and cash equivalents

$

859

Restricted cash

5,004

Accounts receivable

2,740

Inventory

8,852

Prepaid expenses and other current assets

1,081

Restricted cash - noncurrent

285

Property and equipment

1,440

Intangible assets

137,300

Other noncurrent assets

1,801

Total assets acquired

$

159,362

Liabilities assumed:

Accounts payable

$

1,443

Customer deposits

2,590

Current portion of lease liability

600

Accrued expenses and other current liabilities

13,645

Liability for income taxes

480

Deferred revenue

300

Current portion of long-term debt

898

Long-term debt

285

Deferred tax liability

33,348

Lease liability, net of current portion

1,189

Total liabilities assumed

$

54,778

Net assets acquired

$

104,584

Goodwill

$

199,056

 
Schedule of estimated useful life of identifiable intangible assets acquired

Gross Value

Estimated Life

Acquired technology

$

77,800

7 – 12 years

Trade name

8,600

13 years

Customer relationships

50,900

10 years

Total intangible assets

$

137,300

Capitalized software consists of the following (in thousands):

Years Ended December 31, 

    

2020

    

2019

Capitalized software development costs

$

1,127

$

1,127

Accumulated amortization

 

(815)

 

(237)

Impairment

 

 

(444)

Total capitalized software, net

$

312

$

446

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):

Three Months Ended March 31, 

2021

    

2020

Net revenues

$

14,825

$

10,697

Net income

$

(28,676)

$

(30,943)

 
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 assumed1

 

(152,394,714)

Less: accrued transaction costs and advisory fees

 

(1,900,793)

Net contributions from reverse recapitalization

$

380,301,114

Recapitalization
(as restated)

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) 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.

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