june
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
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As of November 7, 2023, there were
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share amounts)
| September 30, |
| December 31, | |||
2023 |
| 2022 | ||||
Assets | ||||||
Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Current portion of restricted cash | | | ||||
Short‑term investments |
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Accounts receivable |
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Inventory |
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Prepaid expenses and other current assets |
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Assets held for sale | — | | ||||
Total current assets |
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Restricted cash, net of current portion |
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Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Other noncurrent assets | | | ||||
Total Assets | $ | | $ | | ||
Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Customer deposits |
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Current portion of lease liability |
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Accrued expenses and other current liabilities |
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Current portion of deferred revenue |
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Current portion of long‑term debt |
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Total current liabilities |
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Long-term debt, net of current portion | | | ||||
Convertible notes | | | ||||
Lease liability, net of current portion |
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Deferred revenue, net of current portion | | | ||||
Deferred tax liability | | | ||||
Other noncurrent liabilities | | | ||||
Total liabilities | | | ||||
Commitments and Contingencies (Note 17) |
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Stockholders’ Equity |
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Preferred Stock, $ | ||||||
Common Stock, $ |
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Additional paid‑in capital |
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Accumulated deficit |
| ( |
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Accumulated other comprehensive loss |
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Total Stockholders’ Equity |
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Total Liabilities and Stockholders’ Equity | $ | | $ | |
See notes to condensed consolidated financial statements
3
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||
September 30, | September 30, | |||||||||||
| 2023 |
| 2022 |
| 2023 |
| 2022 | |||||
Revenues |
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Products | $ | | $ | | $ | | $ | | ||||
Services | | |
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Total revenues | |
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Cost of sales |
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Products | | |
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Services | | |
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Total cost of sales | |
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Gross profit (loss) | |
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Operating expenses |
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Research and development | | |
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Sales and marketing | | |
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General and administrative | | |
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Impairment charges | | — | | — | ||||||||
Goodwill impairment | | — | | | ||||||||
Total operating expenses | |
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Loss from operations | ( |
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| ( |
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Interest expense | ( | ( |
| ( | ( | |||||||
Interest and other expense, net | ( | ( |
| ( | ( | |||||||
Loss before income taxes | ( |
| ( |
| ( |
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Income tax benefit (expense) | | ( |
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Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss per share—basic and diluted | ( | ( | ( | ( | ||||||||
Weighted average shares outstanding, basic and diluted | | | | |
See notes to condensed consolidated financial statements.
4
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(in thousands)
| Three Months Ended | Nine Months Ended | ||||||||||
September 30, | September 30, | |||||||||||
| 2023 |
| 2022 |
| 2023 |
| 2022 | |||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive loss, net of taxes: |
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Unrealized gain (loss) on available-for-sale marketable securities, net | ( | ( |
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Foreign currency translation adjustment | ( | ( | ( | ( | ||||||||
Total comprehensive loss, net of taxes of $ | $ | ( | $ | ( | $ | ( | $ | ( |
See notes to condensed consolidated financial statements.
5
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share amounts)
Three Months Ended September 30, 2023 | |||||||||||||||||
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Comprehensive | Total | ||||||||||||||
Voting | Paid‑in | Accumulated | (Loss) | Stockholders’ | |||||||||||||
| Shares |
| Amount | Capital |
| Deficit |
| Income |
| Equity | |||||||
BALANCE—July 1, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Exercise of Common Stock options | |
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Vesting of restricted Common Stock |
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Vesting of restricted stock units | | — | — | — | — | — | |||||||||||
Repurchase of shares for employee tax withholdings | ( | — | ( | — | — | ( | |||||||||||
Stock‑based compensation expense |
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Net loss |
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| ( |
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Other comprehensive income (loss) |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
BALANCE—September 30, 2023 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Nine Months Ended September 30, 2023 | |||||||||||||||||
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Comprehensive | Total | ||||||||||||||
Voting | Paid‑in | Accumulated | (Loss) | Stockholders’ | |||||||||||||
| Shares |
| Amount | Capital |
| Deficit |
| Income |
| Equity | |||||||
BALANCE—January 1, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Exercise of Common Stock options | |
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Vesting of restricted Common Stock |
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Vesting of restricted stock units | | — | — | — | — | — | |||||||||||
Repurchase of shares for employee tax withholdings | ( | — | ( | — | — | ( | |||||||||||
Issuance of Common Stock related to settlement of contingent consideration | | — | | — | — | | |||||||||||
Stock‑based compensation expense |
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Net loss |
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| ( |
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Other comprehensive income (loss) |
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| ( |
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BALANCE—September 30, 2023 |
| | $ | | $ | | $ | ( | $ | ( | $ | |
6
Three Months Ended September 30, 2022 | |||||||||||||||||
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Comprehensive | Total | ||||||||||||||
Voting | Paid‑in | Accumulated | (Loss) | Stockholders’ | |||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Income |
| Equity | ||||||
BALANCE—July 1, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Exercise of Common Stock options | |
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Vesting of restricted Common Stock |
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Vesting of restricted stock units | | — | — | — | — | — | |||||||||||
Net share settlement related to employee tax withholdings upon vesting of restricted stock units | ( | — | ( | — | — | ( | |||||||||||
Stock‑based compensation expense |
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Net loss |
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| ( |
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Other comprehensive income (loss) |
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| ( |
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BALANCE—September 30, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Nine Months Ended September 30, 2022 | |||||||||||||||||
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Comprehensive | Total | ||||||||||||||
Voting | Paid‑in | Accumulated | (Loss) | Stockholders’ | |||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Income |
| Equity | ||||||
BALANCE—January 1, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Exercise of Common Stock options | |
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Vesting of restricted Common Stock |
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Vesting of restricted stock units | | | — | — | — | | |||||||||||
Repurchase of shares for employee tax withholdings | ( | — | ( | — | — | ( | |||||||||||
Issuance of Common Stock related to settlement of contingent consideration | | — | | — | — | | |||||||||||
Stock‑based compensation expense |
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Net loss |
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| ( |
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Other comprehensive income (loss) |
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| ( |
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BALANCE—September 30, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | |
See notes to condensed consolidated financial statements.
7
DESKTOP METAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Nine Months Ended September 30, | ||||||
| 2023 |
| 2022 | |||
Cash flows from operating activities: | ||||||
Net loss |
| $ | ( |
| $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Stock‑based compensation |
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Goodwill impairment | | | ||||
Amortization (accretion) of discount on investments | ( | ( | ||||
Amortization of deferred costs on convertible notes | | | ||||
Provision for bad debt | | | ||||
Loss on disposal of property and equipment | |
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Net increase (decrease) in accrued interest related to marketable securities | | | ||||
Net unrealized (gain) loss on equity investment | | | ||||
Net unrealized (gain) loss on other investments | — | | ||||
Deferred tax benefit | ( | ( | ||||
Change in fair value of contingent consideration | — | ( | ||||
Foreign currency transaction loss | | | ||||
Impairment charges | | — | ||||
Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventory |
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Prepaid expenses and other current assets |
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Other assets | | | ||||
Accounts payable |
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Accrued expenses and other current liabilities |
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Customer deposits |
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Deferred revenue |
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Change in right of use assets and lease liabilities, net |
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Other liabilities | | | ||||
Net cash used in operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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Proceeds from other investment | — | | ||||
Proceeds from sale of property and equipment | | | ||||
Purchase of marketable securities | ( |
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Proceeds from sales and maturities of marketable securities |
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Proceeds from disposal of subsidiaries | | — | ||||
Proceeds from capital grant | — | | ||||
Cash paid for acquisitions, net of cash acquired |
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Net cash provided by investing activities |
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Cash flows from financing activities: |
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Proceeds from the exercise of stock options | |
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Payment of taxes related to net share settlement upon vesting of restricted stock units | ( | ( | ||||
Repayment of loans | ( | ( | ||||
Proceeds from issuance of convertible notes | — | | ||||
Costs incurred in connection with the issuance of convertible notes | — | ( | ||||
Net cash provided by financing activities |
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Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ( | ||||
Net increase in cash, cash equivalents, and restricted cash |
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Cash, cash equivalents, and restricted cash at beginning of period | | | ||||
Cash, cash equivalents, and restricted cash at end of period | $ | | $ | | ||
Supplemental disclosures of cash flow information | ||||||
Reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total shown in the condensed consolidated statements of cash flows: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash included in other current assets | | | ||||
Restricted cash included in other noncurrent assets | | | ||||
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ | | $ | | ||
Supplemental cash flow information: |
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Interest paid | $ | — | $ | — | ||
Taxes paid | $ | — | $ | — | ||
Non‑cash investing and financing activities: |
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Net unrealized (gain) loss on investments | $ | ( | $ | | ||
Common Stock issued for settlement of contingent consideration | $ | | $ | | ||
Deferred contract costs | $ | — | $ | | ||
Additions to right of use assets and lease liabilities | $ | | $ | | ||
Purchase of property and equipment included in accounts payable | $ | | $ | | ||
Purchase of property and equipment included in accrued expense | $ | | $ | — | ||
Transfers from property and equipment to inventory | $ | | $ | | ||
Transfers from inventory to property and equipment | $ | | $ | |
See notes to condensed consolidated financial statements.
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES
Organization and Nature of Business
Desktop Metal, Inc. is a Delaware corporation headquartered in Burlington, Massachusetts. The company was founded in 2015 and is accelerating the transformation of manufacturing with 3D printing solutions for engineers, designers, and manufacturers. The Company designs, produces and markets 3D printing systems and services to a variety of end customers.
On December 9, 2020 (the “Closing Date”), Trine Acquisition Corp. (“Trine”) consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated August 26, 2020, by and among Trine, Desktop Metal, Inc. and Sparrow Merger Sub, Inc., pursuant to which Sparrow Merger Sub, Inc. merged with and into Desktop Metal, Inc., with Desktop Metal, Inc. becoming our wholly owned subsidiary (the “Business Combination”). Upon the closing of the Business Combination, Trine changed its name to Desktop Metal, Inc. and Desktop Metal, Inc. changed its name to Desktop Metal Operating, Inc.
Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company” and “Desktop Metal” refer to the consolidated operations of Desktop Metal, Inc., and its subsidiaries. References to “Trine” refer to the company prior to the consummation of the Business Combination and references to “Legacy Desktop Metal” refer to Desktop Metal Operating, Inc. prior to the consummation of the Business Combination.
Risks and Uncertainties
The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional funding, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. The Company has financed its operations to date primarily with proceeds from the sale of preferred stock, the Business Combination, and the sale of convertible senior notes due in 2027 (the “2027 Notes”) in May 2022. The Company’s long-term success is dependent upon its ability to successfully market its products and services; generate revenue; maintain or reduce its operating costs and expenses; meet its obligations; obtain additional capital when needed; and, ultimately, achieve profitable operations. Management believes that existing cash and short-term investments as of September 30, 2023 will be sufficient to fund operating and capital expenditure requirements through at least
Termination of Merger with Stratasys Ltd.
On May 25, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Stratasys Ltd. (“Stratasys”), Tetris Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Stratasys (“Merger Sub”), and the Company, pursuant to which Merger Sub was to merge with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of Stratasys (the “Merger”).
The Merger was subject to approval by shareholders of Stratsys and Desktop Metal. At an extraordinary general meeting of shareholders of Stratasys held on September 28, 2023, Stratasys shareholders did not approve the proposal related to the Merger Agreement. Accordingly, on September 28, 2023, Stratasys sent Desktop Metal a notice of termination of the Merger Agreement. As a result, and under the terms of the Merger Agreement, Stratasys paid $
9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the U.S Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. In the unaudited condensed consolidated financial statements, certain balances have been reclassified to conform to the current year presentation.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The functional currency of all wholly owned subsidiaries is U.S. Dollars. All intercompany transactions and balances have been eliminated in consolidation.
Significant Accounting Policies
The Company’s significant accounting policies are described in Note 2 to the financial statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. See the below discussion of changes to the Company’s policies for assets held for sale. There have been no other changes to the Company’s significant accounting policies during the first nine months of fiscal year 2023.
Assets Held for Sale
The Company classifies long-lived assets or asset groups the Company plans to sell as held for sale on our consolidated balance sheets only after certain criteria have been met including: (i) management has the authority and commits to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and the plan to sell the asset have been initiated, (iv) the sale of the asset is probable within 12 months, (v) the asset is being actively marketed at a reasonable sales price relative to its current fair value, and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. The Company records assets or asset groups held for sale at the lower of their carrying value or fair value less costs to sell.
3. REVENUE RECOGNITION
Contract Balances
The Company’s deferred revenue balance was $
Contract assets were not significant during the nine months ended September 30, 2023 and 2022.
10
Remaining Performance Obligations
At September 30, 2023, the Company had $