Registration of securities issued in business combination transactions

ACQUISITIONS (Tables)

v3.21.2
ACQUISITIONS (Tables)
6 Months Ended 12 Months Ended
Jun. 30, 2021
Dec. 31, 2020
Business Acquisition [Line Items]    
Schedule of estimated useful life of identifiable intangible assets acquired  

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 acquisitions of EnvisionTEC, Adaptive 3D and Aerosint had occurred on January 1, 2020 (in thousands):

Six Months Ended June 30, 

2021

    

2020

Net revenues

$

34,883

$

28,974

Net income (loss)

$

(108,357)

$

(53,497)

 
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 assumed(1)

 

(152,394,714)

Less: accrued transaction costs and advisory fees

 

(1,900,793)

Net contributions from reverse recapitalization

$

380,301,114

(1) Includes $149.7 million of non-cash warrant liability assumed.

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

(1) Includes $149.7 million of non-cash warrant liability assumed.
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

(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.
Acquisition of EnvisionTEC    
Business Acquisition [Line Items]    
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 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

2,982

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

$

159,604

Liabilities assumed:

Accounts payable

$

1,443

Customer deposits

2,461

Current portion of lease liability

605

Accrued expenses and other current liabilities

13,711

Liability for income taxes

480

Deferred revenue

300

Current portion of long-term debt

898

Long-term debt

285

Deferred tax liability

32,966

Lease liability, net of current portion

1,189

Total liabilities assumed

$

54,338

Net assets acquired

$

105,266

Goodwill

$

198,369

 
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

 
Adaptive 3D Technologies Inc    
Business Acquisition [Line Items]    
Schedule of estimated fair values of assets acquired and liabilities assumed

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 May 7, 2021

Assets acquired:

Cash and cash equivalents

$

2,852

Restricted cash

4,046

Accounts receivable

504

Inventory

305

Prepaid expenses and other current assets

462

Property and equipment

558

Intangible assets

27,300

Other noncurrent assets

654

Total assets acquired

$

36,681

Liabilities assumed:

Accounts payable

$

280

Customer deposits

Current portion of lease liability

151

Accrued expenses and other current liabilities

4,146

PPP loan payable

311

Deferred revenue

12

Lease liability, net of current portion

502

Deferred tax liability

4,768

Total liabilities assumed

10,170

Net assets acquired

$

26,511

Goodwill

$

35,265

 
Schedule of estimated useful life of identifiable intangible assets acquired

Gross Value

Estimated Life

Acquired technology

$

27,000

14 years

Trade name

300

5 years

Total intangible assets

$

27,300

 
Aerosint    
Business Acquisition [Line Items]    
Schedule of estimated fair values of assets acquired and liabilities assumed

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 June 24, 2021

Assets acquired:

Cash and cash equivalents

$

419

Accounts receivable

34

Inventory

166

Prepaid expenses and other current assets

697

Property and equipment

369

Intangible assets

11,726

Other noncurrent assets

336

Total assets acquired

$

13,747

Liabilities assumed:

Accounts payable

$

58

Customer deposits

283

Current portion of lease liability

100

Accrued expenses and other current liabilities

169

Deferred revenue

810

Current portion of contingent consideration

1,429

Lease liability, net of current portion

226

Contingent consideration, net of current portion

4,655

Deferred tax liability

3,524

Total liabilities assumed

$

11,254

Net assets acquired

$

2,493

Goodwill

$

15,174

 
Schedule of estimated useful life of identifiable intangible assets acquired

The estimated useful lives of the identifiable intangible assets acquired is as follows:

Gross Value

Estimated Life

Acquired technology

$

11,547

11.5 years

Trade name

179

4.5 years

Total intangible assets

$

11,726