Desktop Metal, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2021

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

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

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.