|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
3559
(Primary Standard Industrial Classification Code Number) |
| |
83-2044042
(I.R.S. Employer Identification No.) |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☒
|
|
| | |||||||||||||||||||||||||
Title of Each Class of Securities to Be Registered
|
| | |
Amount
to be Registered(1)(2) |
| | |
Proposed
Maximum Offering Price Per Share(3) |
| | |
Proposed
Maximum Aggregate Offering Price(3) |
| | |
Amount of
Registration Fee(3) |
| |||||||||
Class A common stock, par value $0.0001 per share
|
| | |
28,010,494
|
| | | | $ | 16.40 | | | | | | $ | 459,232,050 | | | | | | $ | 50,103 | | |
| | |
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| | | | F-1 | | |
| | |
Year Ended
December 31, |
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||
(in thousands, except per share amounts)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| ||||||||||||
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | 26,439 | | | | | $ | 1,034 | | | | | $ | 8,101 | | | | | $ | 20,876 | | |
Total costs
|
| | | | 135,484 | | | | | | 124,647 | | | | | | 73,870 | | | | | | 101,358 | | |
Loss from operations
|
| | | | (109,045) | | | | | | (123,613) | | | | | | (65,769) | | | | | | (80,482) | | |
Other expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (503) | | | | | | (261) | | | | | | (253) | | | | | | (389) | | |
Interest and other income, net
|
| | | | 5,952 | | | | | | 2,535 | | | | | | 995 | | | | | | 5,102 | | |
Loss before income taxes
|
| | | | (103,596) | | | | | | (121,339) | | | | | | (65,027) | | | | | | (75,769) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (103,596) | | | | | $ | (121,339) | | | | | $ | (65,027) | | | | | $ | (75,769) | | |
Net loss per share – basic and diluted
|
| | | $ | (4.43) | | | | | $ | (7.36) | | | | | $ | (2.21) | | | | | $ | (3.38) | | |
|
| | |
Year Ended
December 31, |
| |
As of
September 30, 2020 |
| ||||||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| ||||||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 66,161 | | | | | $ | 29,043 | | | | | $ | 37,356 | | |
Working capital, net
|
| | | | 145,089 | | | | | | 82,638 | | | | | | 76,930 | | |
Adjusted working capital (excluding cash)
|
| | | | 78,928 | | | | | | 53,595 | | | | | | 39,574 | | |
Total assets
|
| | | | 192,711 | | | | | | 128,938 | | | | | | 127,298 | | |
Total debt
|
| | | | 9,972 | | | | | | 9,953 | | | | | | 9,986 | | |
Convertible preferred stock
|
| | | | 436,533 | | | | | | 276,889 | | | | | | 436,533 | | |
Total stockholders’ deficit
|
| | | | (277,462) | | | | | | (184,569) | | | | | | (338,027) | | |
| | |
Year Ended
December 31, |
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| ||||||||||||
Statement of Cash Flow Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in operating activities
|
| | | $ | (97,202) | | | | | $ | (111,002) | | | | | $ | (58,927) | | | | | $ | (74,540) | | |
Net cash (used in) provided by investing activities
|
| | | | (26,032) | | | | | | 39,007 | | | | | | 30,267 | | | | | | (48,685) | | |
Net cash provided by (used in) financing activities
|
| | | | 160,352 | | | | | | 45,426 | | | | | | (145) | | | | | | 160,250 | | |
(in thousands, except for value per share)
|
| | | | | | |
Total shares transferred at Closing(a)
|
| | | | 183,000 | | |
Value per share(b)
|
| | | $ | 10.00 | | |
Total Share Consideration
|
| | | $ | 1,830,000 | | |
in thousands
|
| |
Shares
Outstanding |
| |
%
|
| ||||||
Trine Public Shareholders
|
| | | | 29,989 | | | | | | 13.3% | | |
Trine Founders(A)
|
| | | | 5,553 | | | | | | 2.5% | | |
Trine Independent Directors
|
| | | | 100 | | | | | | 0.0% | | |
Total Trine
|
| | | | 35,642 | | | | | | 15.8% | | |
Legacy Desktop Metal(B)
|
| | | | 161,715 | | | | | | 72.0% | | |
PIPE Shares
|
| | | | 27,498 | | | | | | 12.2% | | |
Total Shares at Closing (excluding unvested Legacy Desktop Metal and earn out shares)
|
| | | | 224,855 | | | | | | 100% | | |
Legacy Desktop Metal – Remaining Consideration Shares(B)
|
| | | | 21,285 | | | | | | | | |
Other – Earn Out Shares(A)
|
| | | | 1,851 | | | | | | | | |
Total Shares at Closing (including unvested Legacy Desktop Metal and earn out shares)
|
| | | | 247,991 | | | | | | | | |
| | |
As of
September 30, 2020 |
| |
Merger Related
Pro Forma Adjustments |
| | | | |
As of
September 30, 2020 |
| |||||||||||||||
| | |
Trine
(Historical) (US GAAP) |
| |
Legacy
Desktop Metal (Historical) (US GAAP) |
| |
Pro Forma
Combined |
| ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 88 | | | | | $ | 37,356 | | | | | $ | 305,350 | | | |
(A)
|
| | | $ | 566,731 | | |
| | | | | | | | | | | | | | | | | (10,130) | | | |
(B)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (40,681) | | | |
(B)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 274,975 | | | |
(C)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 215 | | | |
(D)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (140) | | | |
(M)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (265) | | | |
(N)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (37) | | | |
(E)
|
| | | | | | |
Short-term investments
|
| | | | — | | | | | | 53,180 | | | | | | | | | | | | | | | 53,180 | | |
Accounts receivable, net
|
| | | | — | | | | | | 1,642 | | | | | | | | | | | | | | | 1,642 | | |
Inventory
|
| | | | — | | | | | | 10,363 | | | | | | | | | | | | | | | 10,363 | | |
Prepaid expenses and other current assets
|
| | | | 81 | | | | | | 806 | | | | | | 243 | | | |
(F)
|
| | | | 1,130 | | |
Prepaid income taxes
|
| | | | 243 | | | | | | — | | | | | | (243) | | | |
(F)
|
| | | | — | | |
Total current assets
|
| | | | 412 | | | | | | 103,347 | | | | | | 529,287 | | | | | | | | | 633,046 | | |
Restricted cash
|
| | | | — | | | | | | 612 | | | | | | | | | | | | | | | 612 | | |
Property and equipment – net
|
| | | | — | | | | | | 13,601 | | | | | | | | | | | | | | | 13,601 | | |
Capitalized software, net
|
| | | | — | | | | | | 357 | | | | | | | | | | | | | | | 357 | | |
Right-of-use assets
|
| | | | — | | | | | | 1,935 | | | | | | | | | | | | | | | 1,935 | | |
Security deposit
|
| | | | 24 | | | | | | — | | | | | | | | | | | | | | | 24 | | |
Goodwill
|
| | | | — | | | | | | 2,252 | | | | | | | | | | | | | | | 2,252 | | |
Acquired technology, net
|
| | | | — | | | | | | 2,453 | | | | | | | | | | | | | | | 2,453 | | |
Deferred transaction costs
|
| | | | — | | | | | | 2,741 | | | | | | (2,741) | | | |
(B)
|
| | | | — | | |
Marketable securities held in Trust Account
|
| | | | 305,410 | | | | | | — | | | | | | (305,350) | | | |
(A)
|
| | | | — | | |
| | | | | | | | | | | | | | | | | (60) | | | |
(E)
|
| | | | | | |
Total assets
|
| | | $ | 305,846 | | | | | $ | 127,298 | | | | | $ | 221,136 | | | | | | | | $ | 654,280 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | — | | | | | | 6,604 | | | | | | 3 | | | |
(F)
|
| | | | 3,360 | | |
| | | | | | | | | | | | | | | | | (1) | | | |
(E)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (3,246) | | | |
(B)
|
| | | | | | |
Accounts payable and accrued expenses
|
| | | | 2,676 | | | | | | — | | | | | | (2,676) | | | |
(F)
|
| | | | — | | |
Customer deposits
|
| | | | — | | | | | | 1,778 | | | | | | | | | | | | | | | 1,778 | | |
Convertible promissory note – related party
|
| | | | 1,285 | | | | | | — | | | | | | 215 | | | |
(D)
|
| | | | — | | |
| | | | | | | | | | | | | | | | | (1,500) | | | |
(D)
|
| | | | | | |
Current portion of operating lease liability
|
| | | | — | | | | | | 858 | | | | | | | | | | | | | | | 858 | | |
Accrued expenses and other current
liabilities |
| | | | — | | | | | | 6,055 | | | | | | 2,673 | | | |
(F)
|
| | | | 5,563 | | |
| | | | | | | | | | | | | | | | | (2,788) | | | |
(B)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (96) | | | |
(E)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (281) | | | |
(G)
|
| | | | | | |
Deferred revenue
|
| | | | | | | | | | 1,136 | | | | | | | | | | | | | | | 1,136 | | |
| | |
As of
September 30, 2020 |
| |
Merger Related
Pro Forma Adjustments |
| | | | |
As of
September 30, 2020 |
| |||||||||||||||
| | |
Trine
(Historical) (US GAAP) |
| |
Legacy
Desktop Metal (Historical) (US GAAP) |
| |
Pro Forma
Combined |
| ||||||||||||||||||
Current portion of long-term debt, net of deferred financing costs
|
| | | | — | | | | | | 9,986 | | | | | | | | | | | | | | | 9,986 | | |
Total current liabilities
|
| | | | 3,961 | | | | | | 26,417 | | | | | | (7,697) | | | | | | | | | 22,681 | | |
Lease liability, net of current portion
|
| | | | — | | | | | | 2,375 | | | | | | | | | | | | | | | 2,375 | | |
Deferred underwriting fee payable
|
| | | | 10,505 | | | | | | — | | | | | | (10,505 | | | |
(B)
|
| | | | — | | |
Total liabilities
|
| | | | 14,466 | | | | | | 28,792 | | | | | | (18,202) | | | | | | | | | 25,056 | | |
Commitments and Contingences | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock subject to possible
redemption |
| | | | 286,380 | | | | | | — | | | | | | (286,380) | | | |
(H)
|
| | | | — | | |
Convertible Preferred Stock
|
| | | | — | | | | | | 436,533 | | | | | | (436,533) | | | |
(I)
|
| | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stock
|
| | | | — | | | | | | 3 | | | | | | (3) | | | |
(I)
|
| | | | — | | |
Class A Common Stock (includes unvested 328,910 shares of restricted stock)
|
| | | | — | | | | | | — | | | | | | 3 | | | |
(H)
|
| | | | 22 | | |
| | | | | | | | | | | | | | | | | 16 | | | |
(I)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 3 | | | |
(C)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | |
(J)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (1) | | | |
(J)
|
| | | | | | |
| | | | | | | | | | | | | | | | | — | | | |
(N)
|
| | | | | | |
Class B Common Stock
|
| | | | 1 | | | | | | — | | | | | | (1) | | | |
(J)
|
| | | | — | | |
Additional paid in capital
|
| | | | 5,215 | | | | | | 21,254 | | | | | | 286,377 | | | |
(H)
|
| | | | 995,751 | | |
| | | | | | | | | | | | | | | | | 274,972 | | | |
(C)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (29,828) | | | |
(B)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 436,520 | | | |
(I)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (216) | | | |
(K)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | |
(J)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 221 | | | |
(L)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 1,500 | | | |
(D)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (265) | | | |
(N)
|
| | | | | | |
Retained earnings (deficit)
|
| | | | (216) | | | | | | (359,289) | | | | | | (7,185) | | | |
(B)
|
| | | | (366,554) | | |
| | | | | | | | | | | | | | | | | 281 | | | |
(G)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 216 | | | |
(K)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (221) | | | |
(L)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (140) | | | |
(M)
|
| | | | | | |
Accumulated other comprehensive gain
|
| | | | — | | | | | | 5 | | | | | | | | | | | | | | | 5 | | |
Total Stockholders’ Equity
|
| | | | 5,000 | | | | | | (338,027) | | | | | | 962,251 | | | | | | | | | 629,224 | | |
Total Liabilities, Convertible Preferred Stock and Stockholders’ Equity
|
| | | $ | 305,846 | | | | | $ | 127,298 | | | | | $ | 221,136 | | | | | | | | $ | 654,280 | | |
|
| | |
For the Nine Months
Ended September 30, 2020 |
| |
Pro Forma
Adjustments |
| | | | |
For the Nine
Months Ended September 30, 2020 |
| |||||||||||||||
| | |
Trine
(Historical) (US GAAP) |
| |
Legacy
Desktop Metal (Historical) (US GAAP) |
| |
Pro Forma
Combined |
| ||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 8,101 | | | | | | | | | | | | | | $ | 8,101 | | |
Cost of sales
|
| | | | — | | | | | | 21,510 | | | | | | | | | | | | | | | 21,510 | | |
Gross Margin
|
| | | | — | | | | | | (13,409) | | | | | | — | | | | | | | | | (13,409) | | |
Operating costs
|
| | | | 4,048 | | | | | | — | | | | | | (315) | | | |
(AA)
|
| | | | 3,733 | | |
Research and development
|
| | | | — | | | | | | 31,362 | | | | | | | | | | | | | | | 31,362 | | |
Sales and marketing
|
| | | | — | | | | | | 9,994 | | | | | | | | | | | | | | | 9,994 | | |
General and administration
|
| | | | — | | | | | | 11,004 | | | | | | | | | | | | | | | 11,004 | | |
Total operating expenses
|
| | | | 4,048 | | | | | | 52,360 | | | | | | (315) | | | | | | | | | 56,093 | | |
Loss from operations
|
| | | | (4,048) | | | | | | (65,769) | | | | | | 315 | | | | | | | | | (69,502) | | |
Interest expense
|
| | | | — | | | | | | (253) | | | | | | | | | | | | | | | (253) | | |
Interest and other income, net
|
| | | | — | | | | | | 995 | | | | | | | | | | | | | | | 995 | | |
Interest income
|
| | | | 1,110 | | | | | | — | | | | | | (1,110) | | | |
(BB)
|
| | | | — | | |
Income (loss) before income taxes
|
| | | | (2,938) | | | | | | (65,027) | | | | | | (795) | | | | | | | | | (68,760) | | |
Provision for income taxes
|
| | | | 36 | | | | | | — | | | | | | (36) | | | |
(CC)
|
| | | | — | | |
Net Income (loss)
|
| | | $ | (2,902) | | | | | $ | (65,027) | | | | | $ | (831) | | | | | | | | $ | (68,760) | | |
Basic and diluted net loss per common share
|
| | | $ | (0.42) | | | | | | | | | | | | | | | | | | | | $ | (0.31) | | |
Weighted average shares outstanding, basic and
diluted |
| | | | 9,054,242 | | | | | | | | | | | | | | | | | | | | | 224,525,194 | | |
| | |
For the Year
Ended December 31, 2019 |
| |
Pro Forma
Adjustments |
| | | | |
For the Year
Ended December 31, 2019 |
| |||||||||||||||
| | |
Trine
(Historical) (US GAAP) |
| |
Legacy
Desktop Metal (Historical) (US GAAP) |
| |
Pro Forma
Combined |
| ||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 26,439 | | | | | | | | | | | | | | $ | 26,439 | | |
Cost of sales
|
| | | | — | | | | | | 50,796 | | | | | | | | | | | | | | | 50,796 | | |
Gross Margin
|
| | | | — | | | | | | (24,357) | | | | | | — | | | | | | | | | (24,357) | | |
Operating costs
|
| | | | 1,857 | | | | | | — | | | | | | (333) | | | |
(AA)
|
| | | | 1,524 | | |
Research and development
|
| | | | — | | | | | | 54,656 | | | | | | | | | | | | | | | 54,656 | | |
Sales and marketing
|
| | | | — | | | | | | 18,749 | | | | | | | | | | | | | | | 18,749 | | |
General and administration
|
| | | | — | | | | | | 11,283 | | | | | | | | | | | | | | | 11,283 | | |
Total operating expenses
|
| | | | 1,857 | | | | | | 84,688 | | | | | | (333) | | | | | | | | | 86,212 | | |
Loss from operations
|
| | | | (1,857) | | | | | | (109,045) | | | | | | 333 | | | | | | | | | (110,569) | | |
Interest expense
|
| | | | — | | | | | | (503) | | | | | | | | | | | | | | | (503) | | |
Interest and other income, net
|
| | | | — | | | | | | 5,952 | | | | | | — | | | | | | | | | 5,952 | | |
Interest income
|
| | | | 5,142 | | | | | | — | | | | | | (5,142) | | | |
(BB)
|
| | | | — | | |
Unrealized gain on marketable securities held in
Trust Account |
| | | | 170 | | | | | | — | | | | | | (170) | | | |
(BB)
|
| | | | — | | |
Income (loss) before income taxes
|
| | | | 3,455 | | | | | | (103,596) | | | | | | (4,979) | | | | | | | | | (105,120) | | |
Provision for income taxes
|
| | | | (726) | | | | | | — | | | | | | 726 | | | |
(CC)
|
| | | | — | | |
Net Income (loss)
|
| | | $ | 2,729 | | | | | $ | (103,596) | | | | | $ | (4,253) | | | | | | | | $ | (105,120) | | |
Basic and diluted net loss per common share
|
| | | $ | (0.18) | | | | | | | | | | | | | | | | | | | | $ | (0.47) | | |
Weighted average shares outstanding, basic and
diluted |
| | | | 8,348,930 | | | | | | | | | | | | | | | | | | | | | 224,525,194 | | |
(in thousands, except share and per share data)
|
| |
Nine Months Ended
September 30, 2020 |
| |
Year Ended
December 31, 2019 |
| ||||||
Pro forma net loss
|
| | | $ | (68,760) | | | | | $ | (105,120) | | |
Pro forma weighted average shares outstanding – basic and
diluted |
| | | | 224,525,194 | | | | | | 224,525,194 | | |
Pro forma net loss per share – basic and diluted
|
| | | $ | (0.31) | | | | | $ | (0.47) | | |
Pro forma weighted average shares outstanding – basic and diluted | | | | | | | | | | | | | |
Trine Public Shareholders
|
| | | | 29,988,951 | | | | | | 29,988,951 | | |
Trine Founders
|
| | | | 5,552,813 | | | | | | 5,552,813 | | |
Trine Independent Directors
|
| | | | 100,000 | | | | | | 100,000 | | |
Total Trine
|
| | | | 35,641,764 | | | | | | 35,641,764 | | |
Legacy Desktop Metal(1)
|
| | | | 161,385,931 | | | | | | 161,385,931 | | |
PIPE share holders
|
| | | | 27,497,500 | | | | | | 27,497,500 | | |
Pro forma weighted average shares outstanding – basic and diluted(2)
|
| | |
|
224,525,194
|
| | | |
|
224,525,194
|
| |
| | |
For the Nine Months Ended September 30,
|
| | | | | | | | | | | | | |||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
Change in Revenues
|
| |||||||||||||||||||||||||||
(Dollars in thousands)
|
| |
Revenue
|
| |
% of Total
|
| |
Revenue
|
| |
% of Total
|
| |
$
|
| |
%
|
| ||||||||||||||||||
Product Revenue
|
| | | $ | 6,113 | | | | | | 75% | | | | | $ | 18,655 | | | | | | 89% | | | | | $ | (12,542) | | | | | | (67)% | | |
Service Revenue
|
| | | | 1,988 | | | | | | 25% | | | | | | 2,221 | | | | | | 11% | | | | | | (233) | | | | | | (10)% | | |
Total Revenue
|
| | | $ | 8,101 | | | | | | 100% | | | | | $ | 20,876 | | | | | | 100% | | | | | $ | (12,775) | | | | | | (61)% | | |
| | |
For the Nine Months Ended September 30,
|
| | | | | | | | | | | | | |||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
Change in Revenues
|
| |||||||||||||||||||||||||||
(Dollars in thousands)
|
| |
Revenue
|
| |
% of Total
|
| |
Revenue
|
| |
% of Total
|
| |
$
|
| |
%
|
| ||||||||||||||||||
Americas
|
| | | $ | 3,334 | | | | | | 41% | | | | | $ | 13,412 | | | | | | 64% | | | | | $ | (10,078) | | | | | | (74)% | | |
EMEA (Europe, the Middle East and Africa)
|
| | | | 3,299 | | | | | | 41% | | | | | | 6,250 | | | | | | 30% | | | | | | (2,951) | | | | | | (47)% | | |
APAC (Asia-Pacific)
|
| | | | 1,468 | | | | | | 18% | | | | | | 1,214 | | | | | | 6% | | | | | | 254 | | | | | | 21% | | |
Total Revenue
|
| | | $ | 8,101 | | | | | | 100% | | | | | $ | 20,876 | | | | | | 100% | | | | | $ | (12,775) | | | | | | (61)% | | |
| | |
For the Nine
Months Ended September 30, |
| |
Change in Gross
Profit |
| ||||||||||||||||||
| | ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| ||||||||||||||||||
(Dollars in thousands)
|
| |
Gross Profit (Loss)
|
| |
$
|
| |
%
|
| |||||||||||||||
Products
|
| | | $ | (12,032) | | | | | $ | (16,563) | | | | | $ | 4,531 | | | | | | 27% | | |
Services
|
| | | | (1,377) | | | | | | (1,079) | | | | | | (298) | | | | | | (28)% | | |
Total | | | | $ | (13,409) | | | | | $ | (17,642) | | | | | $ | 4,233 | | | | | | 24% | | |
|
| | |
For the Nine
Months Ended September 30, |
| |
Change in Gross
Margin |
| ||||||||||||||||||
| | ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| | | | | | | | | | | | | ||||||
| | |
Gross Margin
|
| |
Percentage
Points |
| |
%
|
| |||||||||||||||
Products
|
| | | | (197)% | | | | | | (89)% | | | | | | (1.08) | | | | | | (121.69)% | | |
Services
|
| | | | (69)% | | | | | | (49)% | | | | | | (0.21) | | | | | | (42.58)% | | |
Total | | | | | (166)% | | | | | | (85)% | | | | | | (0.81) | | | | | | (95.87)% | | |
| | |
For the Years Ended December 31,
|
| | | | | | | | | | | | | |||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
Change in Revenues
|
| |||||||||||||||||||||||||||
(Dollars in thousands)
|
| |
Revenue
|
| |
% of Total
|
| |
Revenue
|
| |
% of Total
|
| |
$
|
| |
%
|
| ||||||||||||||||||
Product Revenue
|
| | | $ | 22,758 | | | | | | 86% | | | | | $ | 751 | | | | | | 73% | | | | | $ | 22,007 | | | | | | 2,931% | | |
Service Revenue
|
| | | | 3,681 | | | | | | 14% | | | | | | 283 | | | | | | 27% | | | | | | 3,398 | | | | | | 1,201% | | |
Total Revenue
|
| | | $ | 26,439 | | | | | | 100% | | | | | $ | 1,034 | | | | | | 100% | | | | | $ | 25,405 | | | | | | 2,457% | | |
| | |
For the Years Ended December 31,
|
| | | | | | | | | | | | | |||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
Change in Revenues
|
| |||||||||||||||||||||||||||
(Dollars in thousands)
|
| |
Revenue
|
| |
% of Total
|
| |
Revenue
|
| |
% of Total
|
| |
$
|
| |
%
|
| ||||||||||||||||||
Americas
|
| | | $ | 15,801 | | | | | | 60% | | | | | $ | 1,034 | | | | | | 100% | | | | | $ | 14,767 | | | | | | 1,428% | | |
EMEA
|
| | | | 8,993 | | | | | | 34% | | | | | | — | | | | | | 0% | | | | | | 8,993 | | | | | | — | | |
APAC
|
| | | | 1,645 | | | | | | 6% | | | | | | — | | | | | | 0% | | | | | | 1,645 | | | | | | — | | |
Total Revenue
|
| | | $ | 26,439 | | | | | | 100% | | | | | $ | 1,034 | | | | | | | | | | | $ | 25,405 | | | | | | 2,457% | | |
| | |
For the
Years Ended December 31, |
| |
Change in Gross
Profit |
| ||||||||||||||||||
| | |
2019
|
| |
2018
|
| ||||||||||||||||||
(Dollars in thousands)
|
| |
Gross Profit (Loss)
|
| |
$
|
| |
%
|
| |||||||||||||||
Products
|
| | | $ | (22,510) | | | | | $ | (3,821) | | | | | $ | (18,689) | | | | | | (489)% | | |
Services
|
| | | | (1,847) | | | | | | (613) | | | | | | (1,234) | | | | | | (201) | | |
Total
|
| | |
$
|
(24,357)
|
| | | |
$
|
(4,434)
|
| | | |
$
|
(19,923)
|
| | | |
|
(449)%
|
| |
| | | | |
Change in Gross
Margin |
| |||||||||||||||||||
| | |
2019
|
| |
2018
|
| ||||||||||||||||||
| | |
Gross Margin
|
| |
Percentage
Points |
| |
%
|
| |||||||||||||||
Products
|
| | | | (99)% | | | | | | (509)% | | | | | | 4.10 | | | | | | 81% | | |
Services
|
| | | | (50)% | | | | | | (217)% | | | | | | 1.67 | | | | | | 77% | | |
Total
|
| | |
|
(92)%
|
| | | |
|
(429)%
|
| | | |
|
3.37
|
| | | |
|
79%
|
| |
| | |
For the Nine Months Ended
September 30, |
| |
For the Years Ended
December 31, |
| ||||||||||||||||||
(Dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Net loss attributable to common stockholders
|
| | | $ | (65,027) | | | | | $ | (75,769) | | | | | $ | (103,596) | | | | | $ | (121,339) | | |
Interest (income) expense, net
|
| | | | (651) | | | | | | (3,284) | | | | | | (3,993) | | | | | | (2,340) | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization
|
| | | | 6,525 | | | | | | 5,754 | | | | | | 8,087 | | | | | | 4,204 | | |
EBITDA | | | | | (59,153) | | | | | | (73,299) | | | | | | (99,502) | | | | | | (119,475) | | |
Stock compensation expense
|
| | | | 4,228 | | | | | | 3,430 | | | | | | 5,215 | | | | | | 2,965 | | |
Adjusted EBITDA
|
| | | $ | (54,925) | | | | | $ | (69,869) | | | | | $ | (94,287) | | | | | $ | (116,510) | | |
| | |
For the Nine Months
Ended September 30, |
| |
For the Years Ended
December 31, |
| ||||||||||||||||||
(Dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Net cash used in operating activities
|
| | | $ | (58,927) | | | | | $ | (74,540) | | | | | $ | (97,202) | | | | | $ | (111,002) | | |
Net cash provided by (used in) investing
activities |
| | | | 30,267 | | | | | | (48,685) | | | | | | (26,032) | | | | | | 39,007 | | |
Net cash provided by (used in) financing
activities |
| | | | (145) | | | | | | 160,250 | | | | | | 160,352 | | | | | | 45,426 | | |
Net change in cash, cash equivalents, and restricted cash
|
| | | $ | (28,805) | | | | | $ | 37,025 | | | | | $ | 37,118 | | | | | $ | (26,569) | | |
Grant Date
|
| |
Number of
Share Options Granted |
| |
Weighted-
Average Exercise Price per Share |
| |
Weighted-
Average Estimated Fair Value per Share of Common Stock |
| |
Weighted-
Average Estimated Fair Value per Share of Options |
| ||||||||||||
February 27, 2018
|
| | | | 976,200 | | | | | $ | 3.00 | | | | | $ | 3.00 | | | | | $ | 1.59 | | |
May 11, 2018
|
| | | | 589,925 | | | | | $ | 3.00 | | | | | $ | 3.00 | | | | | $ | 1.59 | | |
September 7, 2018
|
| | | | 221,600 | | | | | $ | 3.39 | | | | | $ | 3.39 | | | | | $ | 1.79 | | |
November 13, 2018
|
| | | | 227,000 | | | | | $ | 3.39 | | | | | $ | 3.39 | | | | | $ | 1.82 | | |
March 1, 2019
|
| | | | 1,273,495 | | | | | $ | 4.08 | | | | | $ | 4.08 | | | | | $ | 2.15 | | |
May 8, 2019
|
| | | | 931,415 | | | | | $ | 4.08 | | | | | $ | 4.08 | | | | | $ | 2.14 | | |
September 18, 2019
|
| | | | 592,115 | | | | | $ | 4.08 | | | | | $ | 4.08 | | | | | $ | 2.08 | | |
November 13, 2019
|
| | | | 574,800 | | | | | $ | 4.08 | | | | | $ | 4.08 | | | | | $ | 2.08 | | |
March 12, 2020
|
| | | | 387,829 | | | | | $ | 4.08 | | | | | $ | 4.08 | | | | | $ | 2.01 | | |
June 11, 2020
|
| | | | 3,419,763 | | | | | $ | 1.71 | | | | | $ | 1.71 | | | | | $ | 0.86 | | |
July 14, 2020
|
| | | | 2,528,052 | | | | | $ | 1.71 | | | | | $ | 9.75 | | | | | $ | 8.39 | | |
August 5, 2020
|
| | | | 584,500 | | | | | $ | 1.71 | | | | | $ | 9.75 | | | | | $ | 8.27 | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers: | | | | ||||
Ric Fulop | | |
46
|
| |
Chief Executive Officer, Chairman and Director
|
|
Steve Billow | | |
53
|
| | President | |
Elizabeth Linardos | | |
48
|
| | Chief Financial Officer and Treasurer | |
Meg Broderick | | |
52
|
| | General Counsel and Secretary | |
Ilya Mirman | | |
51
|
| | Chief Marketing Officer | |
Jonah Myerberg | | |
44
|
| | Chief Technology Officer | |
Non-Employee Directors: | | | | | | | |
Scott Dussault | | |
49
|
| | Director | |
Dayna Grayson | | |
43
|
| | Director | |
Leo Hindery, Jr. | | |
73
|
| | Director | |
Wen Hsieh | | |
47
|
| | Director | |
Jeff Immelt | | |
64
|
| | Director | |
Byron Knight | | |
43
|
| | Director | |
Stephen Nigro | | |
61
|
| | Director | |
Steve Papa | | |
48
|
| | Director | |
Andy Wheeler | | |
42
|
| | Director | |
Bilal Zuberi | | |
44
|
| | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total ($)
|
| |||||||||||||||||||||
Ric Fulop
Chief Executive Officer |
| | | | 2019 | | | | | | 350,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 350,000 | | |
Steve Billow
President |
| | | | 2019 | | | | | | 263,541 | | | | | | — | | | | | | 2,163,700 | | | | | | — | | | | | | — | | | | | | 2,427,241 | | |
Michael Rubino
Executive Vice President, Corporate Development and Former Chief Financial Officer |
| | | | 2019 | | | | | | 350,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 350,000 | | |
Vu Tuan Anh TranPham
Former Chief Revenue Officer |
| | | | 2019 | | | | | | 325,000 | | | | | | 93,548 | | | | | | 2,457,665 | | | | | | 102,249 | | | | | | 172,098 | | | | | | 3,150,560 | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||
Name and Principal Position
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number Of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have not Vested (#) |
| |
Market Value
of Shares or Units of Stock that Have not Vested ($) |
| |||||||||||||||||||||
Ric Fulop
|
| | | | 09/01/2015 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,700,000(1) | | | | | | 11,016,000(2) | | |
Chief Executive Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Billow
|
| | | | 03/01/2019(3) | | | | | | — | | | | | | 1,000,000 | | | | | | 4.08 | | | | | | 2/28/2029 | | | | | | — | | | | | | — | | |
President
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Michael Rubino
|
| | | | 12/01/2017(4) | | | | | | 430,000 | | | | | | 430,000 | | | | | | 3.00 | | | | | | 11/30/2027 | | | | | | — | | | | | | — | | |
Executive Vice President,
Corporate Development and Former Chief Financial Officer |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vu Tuan Anh TranPham
|
| | | | 09/01/2016(5) | | | | | | 203,125 | | | | | | 46,875 | | | | | | 0.91 | | | | | | 04/01/2020 | | | | | | — | | | | | | — | | |
Former Chief Revenue
|
| | | | 09/01/2017(5) | | | | | | 56,250 | | | | | | 43,750 | | | | | | 3.00 | | | | | | 04/01/2020 | | | | | | — | | | | | | — | | |
Officer
|
| | | | 11/01/2018(5) | | | | | | 311,458 | | | | | | 838,542 | | | | | | 4.08 | | | | | | 04/01/2020 | | | | | | — | | | | | | — | | |
Name
|
| |
Shares of
Series D Preferred Stock |
| |
Total
Purchase Price |
| ||||||
GV 2017, L.P.(1)
|
| | | | 1,751,190 | | | | | $ | 14,999,993 | | |
Jeffrey Immelt(2)
|
| | | | 11,674 | | | | | $ | 99,995 | | |
KPCB Holdings, Inc., as nominee(3)
|
| | | | 233,492 | | | | | $ | 1,999,999 | | |
Lux Ventures IV, L.P.(4)
|
| | | | 1,167,460 | | | | | $ | 9,999,995 | | |
New Enterprise Associates 15, L.P.(5)
|
| | | | 2,336,291 | | | | | $ | 20,011,734 | | |
The Northern Trust Company(6)
|
| | | | 8,172,222 | | | | | $ | 69,999,985 | | |
Total | | | | | 13,672,329 | | | | | $ | 117,111,701 | | |
Name
|
| |
Shares of
Series E Preferred Stock |
| |
Total
Purchase Price |
| ||||||
KDT Desktop Metal Holdings, LLC(1)
|
| | | | 7,484,209 | | | | | $ | 75,000,007 | | |
KPCB Holdings, Inc., as nominee(2)
|
| | | | 99,790 | | | | | $ | 1,000,006 | | |
Lux Co-Invest Opportunities, L.P.(3)
|
| | | | 1,496,842 | | | | | $ | 15,000,003 | | |
New Enterprise Associates 15, L.P.(4)
|
| | | | 1,496,842 | | | | | $ | 15,000,003 | | |
The Northern Trust Company(5)
|
| | | | 997,894 | | | | | $ | 9,999,996 | | |
Total | | | | | 11,575,577 | | | | | $ | 116,000,015 | | |
Name
|
| |
Shares of
Series E-1 Preferred Stock |
| |
Total
Purchase Price |
| ||||||
GV 2019, L.P.(1)
|
| | | | 2,494,737 | | | | | $ | 25,000,008.95 | | |
| | |
Shares Beneficially Owned
|
| |||||||||
Name of Beneficial Owner
|
| |
Number of Shares of
Class A Common Stock Beneficially Owned |
| |
Percentage Ownership
of Outstanding Class A Common Stock |
| ||||||
5% or Greater Stockholders | | | | | | | | | | | | | |
Entities affiliated with New Enterprise Associates(1)
|
| | | | 28,416,088 | | | | | | 12.53% | | |
Entities affiliated with Lux Ventures(2)
|
| | | | 18,651,974 | | | | | | 8.23% | | |
KPCB Holdings, Inc., as nominee(3)
|
| | | | 17,856,665 | | | | | | 7.88% | | |
Entities affiliated with GV 2016, L.P.(4)
|
| | | | 14,302,438 | | | | | | 6.31% | | |
Named Executive Officers and Directors | | | | | | | | | | | | | |
Ric Fulop(5)
|
| | | | 21,981,930 | | | | | | 9.70% | | |
Steve Billow(6)
|
| | | | 457,956 | | | | | | * | | |
Michael Rubino(7)
|
| | | | 831,445 | | | | | | * | | |
Vu Tuan Anh TranPham
|
| | | | — | | | | | | — | | |
Dayna Grayson(8)
|
| | | | — | | | | | | — | | |
Leo Hindery, Jr.(9)
|
| | | | 7,403,750 | | | | | | 3.27% | | |
Wen Hsieh(10)
|
| | | | 17,856,665 | | | | | | 7.88% | | |
Jeff Immelt(11)
|
| | | | 259,075 | | | | | | * | | |
Byron Knight(12)
|
| | | | — | | | | | | — | | |
Stephen Nigro(13)
|
| | | | — | | | | | | — | | |
Steve Papa(14)
|
| | | | — | | | | | | — | | |
Andy Wheeler
|
| | | | — | | | | | | — | | |
Bilal Zuberi
|
| | | | — | | | | | | — | | |
All executive officers and directors as a group (15 persons)(15)
|
| | | | 51,112,990 | | | | | | 22.39% | | |
| | |
Shares Beneficially Owned
Prior to Offering |
| |
Number of Shares
Being Offered |
| |
Shares Beneficially Owned
After the Offering |
| |||||||||||||||||||||
Name of Selling Stockholder
|
| |
Number
|
| |
Percentage
|
| | | | | | | |
Number
|
| |
Percentage
|
| ||||||||||||
XN Exponent Master Fund LP(1)
|
| | | | 3,000,000 | | | | | | 1.3% | | | | | | 3,000,000 | | | | | | — | | | | | | —% | | |
| Audited financial statements of Trine Acquisition Corp. | | | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| Unaudited consolidated financial statements of Trine Acquisition Corp. | | | | | | | |
| | | | | F-20 | | | |
| | | | | F-21 | | | |
| | | | | F-22 | | | |
| | | | | F-24 | | | |
| | | | | F-25 | | | |
| Audited consolidated financial statements of Desktop Metal, Inc. and Subsidiaries: | | | | | | | |
| | | | | F-38 | | | |
| | | | | F-39 | | | |
| | | | | F-40 | | | |
| | | | | F-41 | | | |
| | | | | F-42 | | | |
| | | | | F-43 | | | |
| | | | | F-44 | | | |
|
Unaudited condensed consolidated financial statements of Desktop Metal, Inc. and subsidiaries
|
| | | | | | |
| | | | | F-69 | | | |
| | | | | F-70 | | | |
| | | | | F-71 | | | |
| | | | | F-72 | | | |
| | | | | F-74 | | | |
| | | | | F-75 | | |
| | |
December 31,
2019 |
| |
December 31,
2018 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 138,533 | | | | | $ | 119,136 | | |
Prepaid income taxes
|
| | | | 242,620 | | | | | | — | | |
Prepaid expenses
|
| | | | 190,917 | | | | | | — | | |
Total Current Assets
|
| | | | 572,070 | | | | | | 119,136 | | |
Security deposit
|
| | | | 23,800 | | | | | | 23,800 | | |
Deferred offering costs
|
| | | | — | | | | | | 182,742 | | |
Marketable securities held in Trust Account
|
| | | | 304,528,924 | | | | | | — | | |
Total Assets
|
| | | $ | 305,124,794 | | | | | $ | 325,678 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 303,190 | | | | | $ | 20,222 | | |
Accrued offering costs
|
| | | | — | | | | | | 25,149 | | |
Promissory note – related party
|
| | | | — | | | | | | 299,000 | | |
Total Current Liabilities
|
| | | | 303,190 | | | | | | 344,371 | | |
Deferred tax liability
|
| | | | 35,655 | | | | | | — | | |
Deferred underwriting fee payable
|
| | | | 10,505,250 | | | | | | — | | |
Total Liabilities
|
| | | | 10,844,095 | | | | | | 344,371 | | |
Commitments and Contingencies (Note 6) | | | | | | | | | | | | | |
Common stock subject to possible redemption, 28,504,462 shares at redemption value as of December 31, 2019
|
| | | | 289,280,690 | | | | | | — | | |
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued
and outstanding |
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,510,538 and -0- shares issued and outstanding (excluding 28,504,462 and -0- shares subject to possible redemption) as of December 31, 2019 and 2018, respectively
|
| | | | 151 | | | | | | — | | |
Class B convertible common stock, $0.0001 par value; 10,000,000 shares authorized; 7,503,750 shares issued and outstanding
|
| | | | 750 | | | | | | 750 | | |
Additional paid in capital
|
| | | | 2,313,769 | | | | | | 24,250 | | |
Retained earnings/(Accumulated deficit)
|
| | | | 2,685,339 | | | | | | (43,693) | | |
Total Stockholders’ Equity (Deficit)
|
| | | | 5,000,009 | | | | | | (18,693) | | |
Total Liabilities and Stockholders’ Equity (Deficit)
|
| | | $ | 305,124,794 | | | | | $ | 325,678 | | |
|
| | |
Year Ended
December 31, 2019 |
| |
For the Period
from September 26, 2018 (inception) Through December 31, 2018 |
| ||||||
Operating costs
|
| | | $ | 1,856,857 | | | | | $ | 43,693 | | |
Loss from operations
|
| | | | (1,856,857) | | | | | | (43,693) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | | | 5,142,140 | | | | | | — | | |
Unrealized gain on marketable securities held in Trust Account
|
| | | | 169,784 | | | | | | — | | |
Other income
|
| | | | 5,311,924 | | | | | | — | | |
Income (loss) before provision for income taxes
|
| | | | 3,455,067 | | | | | | (43,693) | | |
Provision for income taxes
|
| | | | (726,035) | | | | | | — | | |
Net income (loss)
|
| | | $ | 2,729,032 | | | | | $ | (43,693) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 8,348,930 | | | | | | 6,525,000 | | |
Basic and diluted net loss per common share(2)
|
| | | $ | (0.18) | | | | | $ | (0.01) | | |
| | |
Class A Common Stock
|
| |
Class B Common Stock
|
| |
Additional
Paid in Capital |
| |
Retained
Earnings (Accumulated Deficit) |
| |
Total
Stockholders’ Equity (Deficit) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – September 26, 2018
(inception) |
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Sale of common stock to Sponsor
|
| | | | — | | | | | | — | | | | | | 7,503,750 | | | | | | 750 | | | | | | 24,250 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (43,693) | | | | | | (43,693) | | |
Balance – December 31, 2018
|
| | | | — | | | | | | — | | | | | | 7,503,750 | | | | | | 750 | | | | | | 24,250 | | | | | | (43,693) | | | | | | (18,693) | | |
Sale of 30,015,000 Units, net of underwriting fees and offering expenses
|
| | | | 30,015,000 | | | | | | 3,002 | | | | | | — | | | | | | — | | | | | | 283,064,358 | | | | | | — | | | | | | 283,067,360 | | |
Sale of 8,503,000 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,503,000 | | | | | | — | | | | | | 8,503,000 | | |
Common stock subject to possible redemption
|
| | | | (28,504,462) | | | | | | (2,851) | | | | | | — | | | | | | — | | | | | | (289,277,839) | | | | | | — | | | | | | (289,280,690) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,729,032 | | | | | | 2,729,032 | | |
Balance – December 31, 2019
|
| | | | 1,510,538 | | | | | $ | 151 | | | | | | 7,503,750 | | | | | $ | 750 | | | | | $ | 2,313,769 | | | | | $ | 2,685,339 | | | | | $ | 5,000,009 | | |
|
| | |
Year Ended
December 31, 2019 |
| |
For the Period
from September 26, 2018 (inception) Through December 31, 2018 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 2,729,032 | | | | | $ | (43,693) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (5,142,140) | | | | | | — | | |
Unrealized gain on marketable securities held in Trust Account
|
| | | | (169,784) | | | | | | — | | |
Deferred tax provision
|
| | | | 35,655 | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid income taxes
|
| | | | (242,620) | | | | | | — | | |
Prepaid expenses
|
| | | | (190,917) | | | | | | — | | |
Security deposit
|
| | | | — | | | | | | (23,800) | | |
Accounts payable and accrued expenses
|
| | | | 282,968 | | | | | | 20,222 | | |
Net cash used in operating activities
|
| | | | (2,697,806) | | | | | | (47,271) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash in Trust Account
|
| | | | (300,150,000) | | | | | | — | | |
Cash withdrawn from Trust Account to pay income taxes
|
| | | | 933,000 | | | | | | — | | |
Net cash used in investing activities
|
| | | | (299,217,000) | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from sale of Class B convertible common stock to Sponsor
|
| | | | — | | | | | | 25,000 | | |
Proceeds from sale of Units, net of underwriting fees paid
|
| | | | 294,147,000 | | | | | | — | | |
Proceeds from sale of Private Placement Warrants
|
| | | | 8,503,000 | | | | | | — | | |
Advances from related party
|
| | | | 150,000 | | | | | | — | | |
Repayment of advances from related party
|
| | | | (150,000) | | | | | | — | | |
Proceeds from promissory note – related party
|
| | | | — | | | | | | 300,000 | | |
Repayment of promissory note – related party
|
| | | | (299,000) | | | | | | (1,000) | | |
Payment of offering costs
|
| | | | (416,797) | | | | | | (157,593) | | |
Net cash provided by financing activities
|
| | | | 301,934,203 | | | | | | 166,407 | | |
Net Change in Cash
|
| | | | 19,397 | | | | | | 119,136 | | |
Cash – Beginning
|
| | | | 119,136 | | | | | | — | | |
Cash – Ending | | | | $ | 138,533 | | | | | $ | 119,136 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid for income taxes
|
| | | $ | 933,000 | | | | | $ | — | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Initial classification of common stock subject to possible redemption
|
| | | $ | 286,423,829 | | | | | $ | — | | |
Change in value of common stock subject to possible redemption
|
| | | $ | 2,856,861 | | | | | $ | — | | |
Deferred underwriting fee payable
|
| | | $ | 10,505,250 | | | | | $ | — | | |
Offering costs included in accrued offering costs
|
| | | $ | — | | | | | $ | 25,149 | | |
| | |
Year Ended
December 31, 2019 |
| |
For the Period
from September 26, 2018 (Inception) Through December 31, 2018 |
| ||||||
Net income (loss)
|
| | | $ | 2,729,032 | | | | | $ | (43,693) | | |
Less: Income attributable to common stock subject to possible redemption
|
| | | | (4,202,325) | | | | | | — | | |
Adjusted net loss
|
| | | $ | (1,473,293) | | | | | $ | (43,693) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 8,348,930 | | | | | | 6,525,000 | | |
Basic and diluted net loss per common share
|
| | | $ | (0.18) | | | | | $ | (0.01) | | |
| Deferred tax liability | | | | | | | |
|
Unrealized gain on marketable securities held in the Trust Account
|
| | | $ | (35,655) | | |
|
Total deferred tax liability
|
| | | | (35,655) | | |
| Federal | | | | | | | |
|
Current
|
| | | $ | 690,380 | | |
|
Deferred
|
| | | | 35,655 | | |
| State | | | | | | | |
|
Current
|
| | | $ | — | | |
|
Deferred
|
| | | | — | | |
|
Income tax provision
|
| | | $ | 726,035 | | |
|
Statutory federal income tax rate
|
| | | | 21.0% | | |
|
State taxes, net of federal tax benefit
|
| | | | 0.0% | | |
|
Income tax provision
|
| | | | 21.0% | | |
Description
|
| |
Level
|
| |
December 31,
2019 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 304,528,924 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 87,616 | | | | | $ | 138,533 | | |
Prepaid income taxes
|
| | | | 242,620 | | | | | | 242,620 | | |
Prepaid expenses
|
| | | | 81,792 | | | | | | 190,917 | | |
Total Current Assets
|
| | | | 412,028 | | | | | | 572,070 | | |
Security deposit
|
| | | | 23,800 | | | | | | 23,800 | | |
Marketable securities held in Trust Account
|
| | | | 305,409,720 | | | | | | 304,528,924 | | |
Total Assets
|
| | | $ | 305,845,548 | | | | | $ | 305,124,794 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities – Accounts payable and accrued expenses
|
| | | $ | 2,675,310 | | | | | $ | 303,190 | | |
Convertible promissory note – related party
|
| | | | 1,285,415 | | | | | | — | | |
Deferred tax liability
|
| | | | — | | | | | | 35,655 | | |
Deferred underwriting fee payable
|
| | | | 10,505,250 | | | | | | 10,505,250 | | |
Total Liabilities
|
| | | | 14,465,975 | | | | | | 10,844,095 | | |
Commitments and Contingencies (Note 7) | | | | | | | | | | | | | |
Common stock subject to possible redemption, 28,129,612 and 28,504,462 shares at redemption value as of September 30, 2020 and December 31, 2019, respectively
|
| | | | 286,379,569 | | | | | | 289,280,690 | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,885,388 and 1,510,538 shares issued and outstanding (excluding 28,129,612 and 28,504,462 shares subject to possible redemption) as of September 30, 2020 and December 31, 2019, respectively
|
| | | | 189 | | | | | | 151 | | |
Class B convertible common stock, $0.0001 par value; 10,000,000 shares authorized; 7,503,750 shares issued and outstanding at September 30, 2020 and December 31, 2019
|
| | | | 750 | | | | | | 750 | | |
Additional paid in capital
|
| | | | 5,214,852 | | | | | | 2,313,769 | | |
(Accumulated deficit)/Retained earnings
|
| | | | (215,787) | | | | | | 2,685,339 | | |
Total Stockholders’ Equity
|
| | | | 5,000,004 | | | | | | 5,000,009 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 305,845,548 | | | | | $ | 305,124,794 | | |
|
| | |
Three Months Ended
September 30, |
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Operating costs
|
| | | $ | 3,040,133 | | | | | $ | 510,526 | | | | | $ | 4,047,981 | | | | | $ | 1,181,659 | | |
Loss from operations
|
| | | | (3,040,133) | | | | | | (510,526) | | | | | | (4,047,981) | | | | | | (1,181,659) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 27,625 | | | | | | 1,754,117 | | | | | | 1,111,200 | | | | | | 3,756,180 | | |
Unrealized (loss) gain on marketable securities held in Trust Account
|
| | | | — | | | | | | (178,078) | | | | | | — | | | | | | 24,710 | | |
Other income
|
| | | | 27,625 | | | | | | 1,576,039 | | | | | | 1,111,200 | | | | | | 3,780,890 | | |
(Loss) income before benefit from (provision for) income taxes
|
| | | | (3,012,508) | | | | | | 1,065,513 | | | | | | (2,936,781) | | | | | | 2,599,231 | | |
Benefit from (provision for) income taxes
|
| | | | 51,898 | | | | | | (223,758) | | | | | | 35,655 | | | | | | (545,838) | | |
Net (loss) income
|
| | | $ | (2,960,610) | | | | | $ | 841,755 | | | | | $ | (2,901,126) | | | | | $ | 2,053,393 | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 9,095,586 | | | | | | 8,854,332 | | | | | | 9,054,242 | | | | | | 8,158,050 | | |
Basic and diluted net loss per common share(2)
|
| | | $ | (0.33) | | | | | $ | (0.05) | | | | | $ | (0.42) | | | | | $ | (0.11) | | |
| | |
Class A Common Stock
|
| |
Class B Common Stock
|
| |
Additional
Paid in Capital |
| |
(Accumulated
Deficit)/ Retained Earnings |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1,
2020 |
| | | | 1,510,538 | | | | | $ | 151 | | | | | | 7,503,750 | | | | | $ | 750 | | | | | $ | 2,313,769 | | | | | $ | 2,685,339 | | | | | $ | 5,000,009 | | |
Change in value of
common stock subject to possible redemption |
| | | | 38,111 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | (239,724) | | | | | | — | | | | | | (239,720) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 239,716 | | | | | | 239,716 | | |
Balance – March 31,
2020 |
| | | | 1,548,649 | | | | | | 155 | | | | | | 7,503,750 | | | | | | 750 | | | | | | 2,074,045 | | | | | | 2,925,055 | | | | | | 5,000,005 | | |
Change in value of
common stock subject to possible redemption |
| | | | 43,187 | | | | | | 5 | | | | | | — | | | | | | — | | | | | | 180,223 | | | | | | — | | | | | | 180,228 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (180,232) | | | | | | (180,232) | | |
Balance – June 30, 2020
|
| | | | 1,591,836 | | | | | $ | 160 | | | | | | 7,503,750 | | | | | $ | 750 | | | | | $ | 2,254,268 | | | | | $ | 2,744,823 | | | | | $ | 5,000,001 | | |
Change in value of
common stock subject to possible redemption |
| | | | 293,552 | | | | | | 29 | | | | | | — | | | | | | — | | | | | | 2,960,584 | | | | | | — | | | | | | 2,960,613 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,960,610) | | | | | | (2,960,610) | | |
Balance – September 30, 2020
|
| | | | 1,885,388 | | | | | $ | 189 | | | | | | 7,503,750 | | | | | $ | 750 | | | | | $ | 5,214,852 | | | | | $ | (215,787) | | | | | $ | 5,000,004 | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid in Capital |
| |
(Accumulated
Deficit)/ Retained Earnings |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2019
|
| | | | — | | | | | $ | — | | | | | | 7,503,750 | | | | | $ | 750 | | | | | $ | 24,250 | | | | | $ | (43,693) | | | | | $ | (18,693) | | |
Sale of
30,015,000 Units, net of underwriting discount and offering expenses |
| | | | 30,015,000 | | | | | | 3,002 | | | | | | — | | | | | | — | | | | | | 283,064,358 | | | | | | — | | | | | | 283,067,360 | | |
Sale of 8,503,000 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,503,000 | | | | | | — | | | | | | 8,503,000 | | |
Common stock subject
to possible redemption |
| | | | (28,636,988) | | | | | | (2,864) | | | | | | — | | | | | | — | | | | | | (286,507,378) | | | | | | — | | | | | | (286,510,242) | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (41,421) | | | | | | (41,421) | | |
Balance – March 31, 2019
|
| | | | 1,378,012 | | | | | | 138 | | | | | | 7,503,750 | | | | | | 750 | | | | | | 5,084,230 | | | | | | (85,114) | | | | | | 5,000,004 | | |
Change in value of common stock subject to possible redemption
|
| | | | (27,430) | | | | | | (3) | | | | | | — | | | | | | — | | | | | | (1,253,056) | | | | | | — | | | | | | (1,253,059) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,253,059 | | | | | | 1,253,059 | | |
Balance – June 30, 2019
|
| | | | 1,350,582 | | | | | $ | 135 | | | | | | 7,503,750 | | | | | $ | 750 | | | | | $ | 3,831,174 | | | | | $ | 1,167,945 | | | | | $ | 5,000,004 | | |
Change in value of common stock subject to possible redemption
|
| | | | 61,013 | | | | | | 6 | | | | | | — | | | | | | — | | | | | | (841,764) | | | | | | — | | | | | | (841,758) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 841,755 | | | | | | 841,755 | | |
Balance – September 30,
2019 |
| | | | 1,411,595 | | | | | $ | 141 | | | | | | 7,503,750 | | | | | $ | 750 | | | | | $ | 2,989,410 | | | | | $ | 2,009,700 | | | | | $ | 5,000,001 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net (loss) income
|
| | | $ | (2,901,126) | | | | | $ | 2,053,393 | | |
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (1,111,200) | | | | | | (3,756,180) | | |
Unrealized gain on marketable securities held in Trust Account
|
| | | | — | | | | | | (24,710) | | |
Deferred income taxes
|
| | | | (35,655) | | | | | | 5,189 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid income taxes
|
| | | | — | | | | | | (392,351) | | |
Prepaid expenses
|
| | | | 109,125 | | | | | | (309,314) | | |
Accounts payable and accrued expenses
|
| | | | 2,372,120 | | | | | | 175,916 | | |
Net cash used in operating activities
|
| | | | (1,566,736) | | | | | | (2,248,057) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash in Trust Account
|
| | | | — | | | | | | (300,150,000) | | |
Cash withdrawn from Trust Account to pay franchise and income taxes
|
| | | | 230,404 | | | | | | 933,000 | | |
Net cash provided by (used in) investing activities
|
| | | | 230,404 | | | | | | (299,217,000) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from sale of Units, net of underwriting fees paid
|
| | | | — | | | | | | 294,147,000 | | |
Proceeds from sale of Private Placement Warrants
|
| | | | — | | | | | | 8,503,000 | | |
Advances from related party
|
| | | | — | | | | | | 150,000 | | |
Repayment of advances from related party
|
| | | | — | | | | | | (150,000) | | |
Proceeds from convertible promissory note – related party
|
| | | | 1,285,415 | | | | | | — | | |
Repayment of promissory note – related party
|
| | | | — | | | | | | (299,000) | | |
Payment of offering costs
|
| | | | — | | | | | | (416,797) | | |
Net cash provided by financing activities
|
| | | | 1,285,415 | | | | | | 301,934,203 | | |
Net Change in Cash
|
| | | | (50,917) | | | | | | 469,146 | | |
Cash – Beginning
|
| | | | 138,533 | | | | | | 119,136 | | |
Cash – Ending | | | | $ | 87,616 | | | | | $ | 588,282 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid for income taxes
|
| | | $ | — | | | | | $ | 933,000 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Initial classification of common stock subject to possible redemption
|
| | | $ | — | | | | | $ | 248,644,071 | | |
Change in value of common stock subject to possible redemption
|
| | | $ | (2,901,121) | | | | | $ | 39,960,988 | | |
Deferred underwriting fee payable
|
| | | $ | — | | | | | $ | 10,505,250 | | |
| | |
Three Months Ended
September 30, |
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Net (loss) income
|
| | | $ | (2,960,610) | | | | | $ | 841,755 | | | | | $ | (2,901,126) | | | | | $ | 2,053,393 | | |
Less: Income attributable to common stock subject to possible redemption
|
| | | | — | | | | | | (1,241,074) | | | | | | (924,253) | | | | | | (2,940,055) | | |
Adjusted net loss
|
| | | $ | (2,960,610) | | | | | $ | (399,319) | | | | | $ | (3,835,379) | | | | | $ | (886,662) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 9,095,586 | | | | | | 8,854,332 | | | | | | 9,054,242 | | | | | | 8,158,050 | | |
Basic and diluted net loss per common share
|
| | | $ | (0.33) | | | | | $ | (0.05) | | | | | $ | (0.42) | | | | | $ | (0.11) | | |
|
Level 1:
|
| | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
|
Level 2:
|
| | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
|
Level 3:
|
| | Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. | |
Description
|
| |
Level
|
| |
September 30,
2020 |
| |
December 31,
2019 |
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 305,409,720 | | | | | $ | 304,528,924 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 66,161 | | | | | $ | 29,043 | | |
Short-term investments
|
| | | | 84,754 | | | | | | 64,229 | | |
Accounts receivable, net of allowance for doubtful accounts $0.2 million and $0.0 million
|
| | | | 4,523 | | | | | | 3,058 | | |
Inventory
|
| | | | 8,405 | | | | | | 3,982 | | |
Deferred cost of goods sold
|
| | | | 262 | | | | | | 2,991 | | |
Prepaid expenses and other current assets
|
| | | | 1,626 | | | | | | 2,435 | | |
Total current assets
|
| | | | 165,731 | | | | | | 105,738 | | |
Restricted cash
|
| | | | 612 | | | | | | 612 | | |
Property and equipment, net
|
| | | | 18,387 | | | | | | 18,997 | | |
Non-current investments
|
| | | | — | | | | | | 450 | | |
Capitalized software, net
|
| | | | 446 | | | | | | 788 | | |
Right-of-use assets
|
| | | | 2,289 | | | | | | 2,353 | | |
Goodwill
|
| | | | 2,252 | | | | | | — | | |
Acquired technology, net
|
| | | | 2,994 | | | | | | — | | |
Total Assets
|
| | | $ | 192,711 | | | | | $ | 128,938 | | |
Liabilities, Convertible Preferred Stock and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 10,228 | | | | | $ | 14,573 | | |
Customer deposits
|
| | | | 2,325 | | | | | | 2,173 | | |
Current portion of operating lease liability
|
| | | | 806 | | | | | | 626 | | |
Accrued expenses and other current liabilities
|
| | | | 5,053 | | | | | | 1,806 | | |
Deferred revenue
|
| | | | 2,230 | | | | | | 3,922 | | |
Total current liabilities
|
| | | | 20,642 | | | | | | 23,100 | | |
Long-term debt, net of deferred financing costs
|
| | | | 9,972 | | | | | | 9,953 | | |
Lease liability, net of current portion
|
| | | | 3,026 | | | | | | 3,565 | | |
Total liabilities
|
| | | | 33,640 | | | | | | 36,618 | | |
Commitments and Contingences (Note 11) | | | | | | | | | | | | | |
Convertible Preferred Stock (Note 13)
|
| | | | 436,533 | | | | | | 276,889 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Common Stock, $0.0001 par value – authorized, 156,000,000 shares; issued and
outstanding, 31,388,426 and 29,083,805 shares at December 31, 2019 and 2018, respectively (includes unvested 4,575,313 and 9,731,550 shares of restricted stock) |
| | | | 3 | | | | | | 2 | | |
Additional paid-in capital
|
| | | | 16,722 | | | | | | 6,440 | | |
Notes receivable
|
| | | | — | | | | | | (249) | | |
Accumulated deficit
|
| | | | (294,262) | | | | | | (190,666) | | |
Accumulated other comprehensive income (loss)
|
| | | | 75 | | | | | | (96) | | |
Total Stockholders’ Equity
|
| | | | (277,462) | | | | | | (184,569) | | |
Total Liabilities, Convertible Preferred Stock and Stockholders’ Equity
|
| | | $ | 192,711 | | | | | $ | 128,938 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Revenues | | | | | | | | | | | | | |
Products
|
| | | $ | 22,758 | | | | | $ | 751 | | |
Services
|
| | | | 3,681 | | | | | | 283 | | |
Total revenues
|
| | | | 26,439 | | | | | | 1,034 | | |
Cost of sales | | | | | | | | | | | | | |
Products
|
| | | | 45,268 | | | | | | 4,572 | | |
Services
|
| | | | 5,528 | | | | | | 896 | | |
Total cost of sales
|
| | | | 50,796 | | | | | | 5,468 | | |
Gross margin
|
| | | | (24,357) | | | | | | (4,434) | | |
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | | 54,656 | | | | | | 59,607 | | |
Sales and marketing
|
| | | | 18,749 | | | | | | 14,674 | | |
General and administrative
|
| | | | 11,283 | | | | | | 44,898 | | |
Total operating expenses
|
| | | | 84,688 | | | | | | 119,179 | | |
Loss from operations
|
| | | | (109,045) | | | | | | (123,613) | | |
Interest expense
|
| | | | (503) | | | | | | (261) | | |
Interest and other income, net
|
| | | | 5,952 | | | | | | 2,535 | | |
Loss before income taxes
|
| | | | (103,596) | | | | | | (121,339) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | |
Net loss
|
| | | $ | (103,596) | | | | | $ | (121,339) | | |
Net loss per share – basic and diluted
|
| | | $ | (4.43) | | | | | $ | (7.36) | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Net loss
|
| | | $ | (103,596) | | | | | $ | (121,339) | | |
Other comprehensive gain, net of taxes: | | | | | | | | | | | | | |
Unrealized gain on available-for-sale marketable securities
|
| | | | 171 | | | | | | 114 | | |
Total comprehensive loss, net of taxes of $0
|
| | | $ | (103,425) | | | | | $ | (121,225) | | |
| | |
Convertible
Preferred Stock |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Notes
Receivable |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive (Loss) Income |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
BALANCE – January 1, 2018
|
| | | | 79,994,884 | | | | | $ | 241,789 | | | | | | | 12,971,191 | | | | | $ | 2 | | | | | $ | 2,810 | | | | | $ | — | | | | | $ | (69,327) | | | | | $ | (210) | | | | | $ | (66,725) | | |
Issuance of Series D
Convertible Preferred Stock – net of issuance costs ($169) |
| | | | 4,097,785 | | | | | | 35,100 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercise of common stock options
|
| | | | — | | | | | | — | | | | | | | 526,898 | | | | | | — | | | | | | 373 | | | | | | — | | | | | | — | | | | | | — | | | | | | 373 | | |
Vesting of restricted Common Stock
|
| | | | — | | | | | | — | | | | | | | 5,575,000 | | | | | | — | | | | | | 8 | | | | | | | | | | | | — | | | | | | — | | | | | | 8 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,965 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,965 | | |
Common Stock warrants
issued |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 35 | | | | | | — | | | | | | — | | | | | | — | | | | | | 35 | | |
Issuance of notes receivable to stockholder
|
| | | | — | | | | | | — | | | | | | | 279,166 | | | | | | — | | | | | | 249 | | | | | | (249) | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (121,339) | | | | | | — | | | | | | (121,339) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 114 | | | | | | 114 | | |
BALANCE – December 31,
2018 |
| | | | 84,092,669 | | | | | | 276,889 | | | | | | | 19,352,255 | | | | | | 2 | | | | | | 6,440 | | | | | | (249) | | | | | | (190,666) | | | | | | (96) | | | | | | (184,569) | | |
Issuance of Series E
Convertible Preferred Stock – net of issuance costs ($124) |
| | | | 13,450,703 | | | | | | 134,667 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Series E-1 Convertible Preferred Stock–net of issuance costs ($22)
|
| | | | 2,494,737 | | | | | | 24,977 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercise of common stock options
|
| | | | — | | | | | | — | | | | | | | 996,753 | | | | | | — | | | | | | 708 | | | | | | — | | | | | | — | | | | | | — | | | | | | 708 | | |
Vesting of restricted Common Stock
|
| | | | — | | | | | | — | | | | | | | 5,653,512 | | | | | | 1 | | | | | | 7 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 5,215 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,215 | | |
Common Stock warrants
issued |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,038 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,038 | | |
Issuance of common stock for acquisitions
|
| | | | — | | | | | | — | | | | | | | 873,203 | | | | | | — | | | | | | 3,563 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,563 | | |
Repayment of notes
receivable |
| | | | — | | | | | | — | | | | | | | (62,610) | | | | | | — | | | | | | (249) | | | | | | 249 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (103,596) | | | | | | — | | | | | | (103,596) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 171 | | | | | | 171 | | |
BALANCE – December 31,
2019 |
| | | | 100,038,109 | | | | | $ | 436,533 | | | | | | | 26,813,113 | | | | | $ | 3 | | | | | $ | 16,722 | | | | | $ | (0) | | | | | $ | (294,262) | | | | | $ | 75 | | | | | $ | (277,462) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (103,596) | | | | | $ | (121,339) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 8,087 | | | | | | 4,204 | | |
Stock-based compensation
|
| | | | 5,215 | | | | | | 2,965 | | |
Expense related to Common Stock warrants issued
|
| | | | 1,038 | | | | | | 35 | | |
(Gain) loss on disposal of property and equipment
|
| | | | (7) | | | | | | 63 | | |
Gain on investment, related to Make Composites, Inc.
|
| | | | (1,426) | | | | | | — | | |
Impairment of capitalized software
|
| | | | 444 | | | | | | — | | |
Accretion of discount on investments
|
| | | | (1,570) | | | | | | (540) | | |
Amortization of debt financing cost
|
| | | | 19 | | | | | | — | | |
Net (increase) decrease in accrued interest related to marketable securities
|
| | | | (36) | | | | | | 135 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (1,465) | | | | | | (3,058) | | |
Inventory and deferred cost of goods sold
|
| | | | (1,694) | | | | | | (6,973) | | |
Prepaid expenses and other current assets
|
| | | | 809 | | | | | | 651 | | |
Accounts payable
|
| | | | (4,455) | | | | | | 9,066 | | |
Accrued expenses and other current liabilities
|
| | | | 3,272 | | | | | | (501) | | |
Customer deposits
|
| | | | 152 | | | | | | 609 | | |
Deferred revenue
|
| | | | (1,693) | | | | | | 3,922 | | |
Change in right of use assets and lease liabilities, net
|
| | | | (296) | | | | | | (241) | | |
Net cash used in operating activities
|
| | | | (97,202) | | | | | | (111,002) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (6,867) | | | | | | (13,970) | | |
Proceeds from sale of property and equipment
|
| | | | — | | | | | | 14 | | |
Capitalized software, net
|
| | | | (321) | | | | | | (806) | | |
Purchase of marketable securities
|
| | | | (215,584) | | | | | | (96,828) | | |
Proceeds from sales and maturities of marketable securities
|
| | | | 196,836 | | | | | | 151,047 | | |
Cash paid for acquisition, net of cash acquired
|
| | | | (96) | | | | | | — | | |
Other investments
|
| | | | — | | | | | | (450) | | |
Net cash (used in) provided by investing activities
|
| | | | (26,032) | | | | | | 39,007 | | |
Cash Flows from Financing Activities | | | | | | | | | | | | | |
Proceeds from Preferred Stock issuances, net of issuance cost
|
| | | | 159,644 | | | | | | 35,100 | | |
Proceeds from exercise of stock options
|
| | | | 708 | | | | | | 373 | | |
Proceeds from term loan
|
| | | | — | | | | | | 9,953 | | |
Net cash provided by financing activities
|
| | | | 160,352 | | | | | | 45,426 | | |
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
| | | | 37,118 | | | | | | (26,569) | | |
Cash and cash equivalents at beginning of year
|
| | | | 29,043 | | | | | | 55,612 | | |
Restricted cash
|
| | | | 612 | | | | | | 612 | | |
Cash, cash equivalents, and restricted cash at end of year
|
| | | $ | 66,773 | | | | | $ | 29,655 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Interest paid
|
| | | $ | 485 | | | | | $ | 251 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Common Stock issued for acquisitions
|
| | | $ | 3,563 | | | | | $ | — | | |
Additions to right of use assets and lease liabilities
|
| | | $ | 296 | | | | | $ | — | | |
Purchase of property and equipment included in accrued expense
|
| | | $ | 109 | | | | | $ | 307 | | |
Common Stock forfeited in satisfaction of note receivable
|
| | | $ | 249 | | | | | $ | — | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Warranty reserve, at the beginning of the year
|
| | | $ | 116 | | | | | $ | — | | |
Additions to warranty reserve
|
| | | | 2,352 | | | | | | 116 | | |
Claims fulfilled
|
| | | | (977) | | | | | | — | | |
Warranty reserve, at the end of the year
|
| | | $ | 1,491 | | | | | $ | 116 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Work in process
|
| | | $ | 1,081 | | | | | $ | 2,741 | | |
Finished goods
|
| | | | 7,324 | | | | | | 1,241 | | |
| | | | $ | 8,405 | | | | | $ | 3,982 | | |
Asset Classification
|
| |
Useful Life
|
|
Equipment
|
| |
3 – 5 years
|
|
Furniture and fixtures
|
| |
3 years
|
|
Computer equipment
|
| |
3 Years
|
|
Tooling
|
| |
3 Years
|
|
Software
|
| |
3 Years
|
|
Leasehold improvements
|
| |
Shorter of asset’s useful life or remaining life of the lease
|
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Equipment
|
| | | $ | 13,358 | | | | | $ | 8,306 | | |
Furniture and fixtures
|
| | | | 895 | | | | | | 875 | | |
Computer equipment
|
| | | | 1,089 | | | | | | 1,045 | | |
Tooling
|
| | | | 1,823 | | | | | | 1,303 | | |
Software
|
| | | | 954 | | | | | | 302 | | |
Leasehold improvements
|
| | | | 13,880 | | | | | | 13,357 | | |
Construction in process
|
| | | | 170 | | | | | | — | | |
Property and equipment – gross
|
| | | | 32,169 | | | | | | 25,188 | | |
Less: accumulated depreciation
|
| | | | (13,782) | | | | | | (6,191) | | |
Property and equipment – net
|
| | | $ | 18,387 | | | | | $ | 18,997 | | |
| | |
Gross
Value |
| |
Estimated
Life |
| |
Accumulated
Amortization |
| |
Balance
December 31, 2019 |
| |||||||||
Total acquired technology
|
| | | $ | 3,270 | | | |
5 years
|
| | | $ | 276 | | | | | $ | 2,994 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Capitalized software development costs
|
| | | $ | 1,127 | | | | | $ | 806 | | |
Accumulated amortization
|
| | | | (237) | | | | | | (18) | | |
Impairment
|
| | | | (444) | | | | | | — | | |
Total capitalized software costs
|
| | | $ | 446 | | | | | $ | 788 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||
| | |
Quoted Prices
in Active Markets for Identical Items (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 40,454 | | | | | $ | — | | | | | $ | — | | | | | $ | 40,454 | | |
Asset-backed securities
|
| | | | — | | | | | | 16,806 | | | | | | — | | | | | | 16,806 | | |
Corporate bonds
|
| | | | — | | | | | | 67,948 | | | | | | — | | | | | | 67,948 | | |
Other investments
|
| | | | — | | | | | | 25,001 | | | | | | — | | | | | | 25,001 | | |
Total assets
|
| | | $ | 40,454 | | | | | $ | 109,755 | | | | | $ | — | | | | | $ | 150,209 | | |
|
| | |
December 31, 2018
|
| |||||||||||||||||||||
| | |
Quoted Prices
in Active Markets for Identical Items (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 24,380 | | | | | $ | — | | | | | $ | — | | | | | $ | 24,380 | | |
Asset-backed securities
|
| | | | — | | | | | | 13,285 | | | | | | — | | | | | | 13,285 | | |
Corporate bonds
|
| | | | — | | | | | | 50,944 | | | | | | — | | | | | | 50,944 | | |
Other investments
|
| | | | — | | | | | | — | | | | | | 450 | | | | | | 450 | | |
Total assets
|
| | | $ | 24,380 | | | | | $ | 64,229 | | | | | $ | 450 | | | | | $ | 89,059 | | |
December 31, 2019
|
| |
Amortized Cost
|
| |
Unrealized Gains
|
| |
Unrealized Losses
|
| |
Fair Value
|
| ||||||||||||
Asset-backed securities
|
| | | $ | 16,786 | | | | | $ | 20 | | | | | $ | — | | | | | $ | 16,806 | | |
Corporate bonds
|
| | | | 67,893 | | | | | | 55 | | | | | | — | | | | | | 67,948 | | |
| | | | $ | 84,679 | | | | | $ | 75 | | | | | $ | — | | | | | $ | 84,754 | | |
|
December 31, 2018
|
| |
Amortized Cost
|
| |
Unrealized Gains
|
| |
Unrealized Losses
|
| |
Fair Value
|
| ||||||||||||
Asset-backed securities
|
| | | $ | 13,350 | | | | | $ | — | | | | | $ | (65) | | | | | $ | 13,285 | | |
Corporate bonds
|
| | | | 50,975 | | | | | | — | | | | | | (31) | | | | | | 50,944 | | |
| | | | $ | 64,325 | | | | | $ | — | | | | | $ | (96) | | | | | $ | 64,229 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Warranty reserve
|
| | | $ | 1,491 | | | | | $ | 116 | | |
Compensation and benefits related
|
| | | | 897 | | | | | | 278 | | |
Professional services
|
| | | | 780 | | | | | | 517 | | |
Inventory purchases
|
| | | | 620 | | | | | | 381 | | |
Accrued sales and use tax
|
| | | | 578 | | | | | | 4 | | |
Other
|
| | | | 687 | | | | | | 510 | | |
| | | | $ | 5,053 | | | | | $ | 1,806 | | |
| | |
Years Ended December 31,
|
| |||||||||
Lease cost
|
| |
2019
|
| |
2018
|
| ||||||
Operating lease cost
|
| | | $ | 655 | | | | | $ | 627 | | |
Short-term lease cost
|
| | | | 32 | | | | | | 62 | | |
Variable lease cost
|
| | | | 40 | | | | | | 38 | | |
Total lease cost
|
| | | $ | 727 | | | | | $ | 727 | | |
Other Information | | | | | | | | | | | | | |
Operating cash flows from operating leases
|
| | | $ | 951 | | | | | $ | 868 | | |
Weighted-average remaining lease term – operating leases (years)
|
| | | | 4.2 | | | | | | 5.3 | | |
Weighted-average discount rate – operating leases
|
| | | | 7.6% | | | | | | 7.6% | | |
|
2020
|
| | | $ | 1,073 | | |
|
2021
|
| | | | 1,071 | | |
|
2022
|
| | | | 1,069 | | |
|
2023
|
| | | | 1,028 | | |
|
2024
|
| | | | 258 | | |
|
Total lease payments
|
| | | | 4,499 | | |
|
Less amount representing interest
|
| | | | (667) | | |
|
Total lease liability
|
| | | | 3,832 | | |
|
Less current portion of lease liability
|
| | | | (806) | | |
|
Lease liability, net of current portion
|
| | | $ | 3,026 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
United States
|
| | | $ | (103,596) | | | | | $ | (121,339) | | |
Foreign
|
| | | | — | | | | | | — | | |
Loss before income taxes
|
| | | $ | (103,596) | | | | | $ | (121,339) | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Effective income tax rate: | | | | | | | | | | | | | |
Expected income tax benefit at the federal statutory rate
|
| | | | 21% | | | | | | 21% | | |
State taxes
|
| | | | 6% | | | | | | 6% | | |
Change in valuation allowance
|
| | | | (30)% | | | | | | (26)% | | |
Research and development credit carryover
|
| | | | 2% | | | | | | 3% | | |
Legal proceedings and settlement expense
|
| | | | 0% | | | | | | (4)% | | |
Permanent differences
|
| | | | 1% | | | | | | 0% | | |
Effective income tax rate
|
| | | | 0% | | | | | | 0% | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Federal and state net operating carryforwards
|
| | | $ | 56,333 | | | | | $ | 23,310 | | |
Research and development and other credits
|
| | | | 11,072 | | | | | | 7,567 | | |
Capitalized start-up costs
|
| | | | 17,032 | | | | | | 24,048 | | |
Compensation-related items
|
| | | | 1,286 | | | | | | 568 | | |
Deferred lease liability
|
| | | | 1,111 | | | | | | 1,212 | | |
Other deferred tax assets
|
| | | | 2,068 | | | | | | 379 | | |
Total gross deferred tax asset
|
| | | | 88,902 | | | | | | 57,084 | | |
Valuation allowance
|
| | | | (87,370) | | | | | | (56,405) | | |
Net deferred tax asset
|
| | | | 1,532 | | | | | | 679 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Right-of-use asset
|
| | | | (664) | | | | | | (679) | | |
Acquired technology
|
| | | | (868) | | | | | | — | | |
Total deferred tax liabilities
|
| | | | (1,532) | | | | | | (679) | | |
Net deferred tax asset
|
| | | $ | — | | | | | $ | — | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Valuation allowance at beginning of the year
|
| | | $ | 56,405 | | | | | $ | 21,700 | | |
Increases recorded to income tax provision
|
| | | | 30,965 | | | | | | 34,705 | | |
Decreases recorded as a benefit to income tax provision
|
| | | | — | | | | | | — | | |
Increases recorded as an adjustment to equity
|
| | | | — | | | | | | — | | |
Valuation allowance at end of year
|
| | | $ | 87,370 | | | | | $ | 56,405 | | |
| | |
Years Ended December 31,
|
| |||||||||
Convertible Preferred Stock Classes
|
| |
2019
|
| |
2018
|
| ||||||
Series A Convertible Preferred Stock, $0.0001 par value – authorized, issued, and outstanding, 26,189,545 and 26,189,545 shares, (liquidation preference of $106,853 and $88,783 at December 31, 2019 and 2018, respectively)
|
| | | $ | 13,878 | | | | | $ | 13,878 | | |
Series B Convertible Preferred Stock, $0.0001 par value – authorized, issued, and
outstanding, 23,675,035 and 23,675,035 shares (liquidation preference of $96,594 and $80,258 at December 31, 2019 and 2018, respectively) |
| | | | 37,806 | | | | | | 37,806 | | |
Series C Convertible Preferred Stock, $0.0001 par value – authorized, issued, and
outstanding, 13,152,896 and 13,152,896 shares (liquidation preference of $53,664 and $45,000 at December 31, 2019 and 2018, respectively) |
| | | | 44,852 | | | | | | 44,852 | | |
Series D Convertible Preferred Stock, $0.0001 par value – authorized, issued and outstanding, 21,075,193 and 21,075,193 shares (liquidation preference of $180,522 and $180,522 at December 31, 2019 and 2018, respectively)
|
| | | | 180,353 | | | | | | 180,353 | | |
Series E Convertible Preferred Stock, $0.0001 par value – authorized, 13,450,703
shares; issued and outstanding, 13,450,703 and 0 shares (liquidation preference of $134,791 and $0 at December 31, 2019 and 2018, respectively) |
| | | | 134,667 | | | | | | — | | |
Series E-1 Convertible Preferred Stock, $0.0001 par value – authorized, 2,494,737
shares; issued and outstanding, 2,494,737 and 0 shares (liquidation preference of $25,000 and $0 at December 31, 2019 and 2018, respectively) |
| | | | 24,977 | | | | | | — | | |
Total
|
| | | $ | 436,533 | | | | | $ | 276,889 | | |
| | |
Shared subject to
Vesting |
| |
Weighted
Average Purchase Price |
| ||||||
Balance of unvested shares as of January 1, 2019
|
| | | | 9,731 | | | | | | 0.0001 | | |
Issuance of additional shares
|
| | | | 497 | | | | | | 0.0001 | | |
Vested
|
| | | | (5,653) | | | | | | 0.0001 | | |
Balance of unvested shares as of December 31, 2019
|
| | | | 4,575 | | | | | | 0.0001 | | |
| | |
Years Ended December 31,
|
| |||
| | |
2019
|
| |
2018
|
|
Risk-free interest rate
|
| |
1.7% – 2.6%
|
| |
2.7% – 3.0%
|
|
Expected volatility
|
| |
52.7% – 53.6%
|
| |
52.9% – 53.8%
|
|
Expected life (in years)
|
| |
5.6 – 6.1
|
| |
5.3 – 6.1
|
|
Expected dividend yield
|
| |
—
|
| |
—
|
|
Fair value of Common Stock
|
| |
$4.08
|
| |
$3.39
|
|
| | |
Years Ended December 31,
|
| |||
| | |
2019
|
| |
2018
|
|
Risk-free interest rate
|
| |
1.4% – 3.1%
|
| |
2.1% – 3.1%
|
|
Expected volatility
|
| |
52.4% – 61.5%
|
| |
53.7% – 61.5%
|
|
Expected life (in years)
|
| |
6.2 – 10.0
|
| |
7.2 – 10.0
|
|
Expected dividend yield
|
| |
—
|
| |
—
|
|
Fair value of Common Stock
|
| |
$4.08
|
| |
$3.39
|
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Research and development
|
| | | $ | 2,713 | | | | | $ | 1,696 | | |
Sales and marketing expense
|
| | | | 1,373 | | | | | | 567 | | |
General and administrative expense
|
| | | | 941 | | | | | | 658 | | |
Cost of sales
|
| | | | 188 | | | | | | 44 | | |
Total stock based compensation expenses
|
| | | $ | 5,215 | | | | | $ | 2,965 | | |
| | |
Number of Shares
|
| |
Weighted-Average
Exercise Price per Share |
| |
Weighted-Average
Remaining Contractual Term (in years) |
| |||||||||
Outstanding at January 1, 2019
|
| | | | 12,007 | | | | | $ | 1.65 | | | | | | 8.21 | | |
Granted
|
| | | | 4,790 | | | | | | 3.98 | | | | | | 9.26 | | |
Exercised
|
| | | | (997) | | | | | | 0.71 | | | | | | 1.68 | | |
Forfeited/expired
|
| | | | (1,008) | | | | | | 1.88 | | | | | | — | | |
Outstanding at December 31, 2019
|
| | | | 14,792 | | | | | | 2.45 | | | | | | 7.84 | | |
Options vested at December 31, 2019
|
| | | | 7,195 | | | | | | 1.52 | | | | | | 6.92 | | |
Options vested or expected to vest at December 31, 2019
|
| | | | 14,555 | | | | | | 2.44 | | | | | | 7.82 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Common Stock options outstanding
|
| | | | 14,792 | | | | | | 12,007 | | |
Shares available for issuance under the Plan
|
| | | | 3,894 | | | | | | 565 | | |
Convertible Preferred Stock outstanding
|
| | | | 100,038 | | | | | | 84,093 | | |
Common Stock warrants outstanding
|
| | | | 2,032 | | | | | | 2,000 | | |
Total shares of authorized Common Stock reserved for future issuance
|
| | | | 120,756 | | | | | | 98,665 | | |
| | |
Americas
|
| |
EMEA
|
| |
APAC
|
| |||||||||
Product
|
| | | $ | 12,746 | | | | | $ | 8,430 | | | | | $ | 1,582 | | |
Services
|
| | | | 3,055 | | | | | | 563 | | | | | | 63 | | |
Total
|
| | | $ | 15,801 | | | | | $ | 8,993 | | | | | $ | 1,645 | | |
| | |
Americas
|
| |
EMEA
|
| |
APAC
|
| |||||||||
Product
|
| | | $ | 751 | | | | | $ | — | | | | | $ | — | | |
Services
|
| | | | 283 | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 1,034 | | | | | $ | — | | | | | $ | — | | |
| | |
Years Ended
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Revenue recognized at a point in time
|
| | | $ | 22,758 | | | | | $ | 751 | | |
Revenue recognized over time
|
| | | | 3,681 | | | | | | 283 | | |
Total
|
| | | $ | 26,439 | | | | | $ | 1,034 | | |
| | |
Years Ended December 31,
|
| |||||||||
(in thousands, except per share amounts)
|
| |
2019
|
| |
2018
|
| ||||||
Numerator for basic and diluted net loss per share: | | | | | | | | | | | | | |
Net loss attributable to Desktop Metal, Inc. Common Stockholders
|
| | | $ | (103,596) | | | | | $ | (121,339) | | |
Denominator for basic and diluted net loss per share: | | | | | | | | | | | | | |
Weighted average shares
|
| | | | 23,379 | | | | | | 16,495 | | |
Net loss per share – Basic and Diluted
|
| | | $ | (4.43) | | | | | $ | (7.36) | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 37,356 | | | | | $ | 66,161 | | |
Short-term investments
|
| | | | 53,180 | | | | | | 84,754 | | |
Accounts receivable, net of allowance for doubtful accounts $0.5 million and $0.2 million
|
| | | | 1,642 | | | | | | 4,523 | | |
Inventory
|
| | | | 10,363 | | | | | | 8,405 | | |
Prepaid expenses and other current assets
|
| | | | 806 | | | | | | 1,888 | | |
Total current assets
|
| | | | 103,347 | | | | | | 165,731 | | |
Restricted cash
|
| | | | 612 | | | | | | 612 | | |
Property and equipment, net
|
| | | | 13,601 | | | | | | 18,387 | | |
Capitalized software, net
|
| | | | 357 | | | | | | 446 | | |
Right-of-use assets
|
| | | | 1,935 | | | | | | 2,289 | | |
Goodwill
|
| | | | 2,252 | | | | | | 2,252 | | |
Acquired technology, net
|
| | | | 2,453 | | | | | | 2,994 | | |
Deferred transaction costs
|
| | | | 2,741 | | | | | | — | | |
Total Assets
|
| | | $ | 127,298 | | | | | $ | 192,711 | | |
Liabilities, Convertible Preferred Stock and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 6,604 | | | | | $ | 10,228 | | |
Customer deposits
|
| | | | 1,778 | | | | | | 2,325 | | |
Current portion of operating lease liability
|
| | | | 858 | | | | | | 806 | | |
Accrued expenses and other current liabilities
|
| | | | 6,055 | | | | | | 5,053 | | |
Deferred revenue
|
| | | | 1,136 | | | | | | 2,230 | | |
Current portion of long-term debt, net of deferred financing costs
|
| | | | 9,986 | | | | | | — | | |
Total current liabilities
|
| | | | 26,417 | | | | | | 20,642 | | |
Long-term debt, net of deferred financing costs
|
| | | | — | | | | | | 9,972 | | |
Lease liability, net of current portion
|
| | | | 2,375 | | | | | | 3,026 | | |
Total liabilities
|
| | | | 28,792 | | | | | | 33,640 | | |
Commitments and Contingences (Note 9) | | | | | | | | | | | | | |
Convertible Preferred Stock (Note 11)
|
| | | | 436,533 | | | | | | 436,533 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Common Stock, $0.0001 par value—authorized, 156,000,000 shares; issued and outstanding, 31,797,295 and 31,388,426 shares at September 30, 2020 and December 31, 2019, respectively (includes unvested 274,467 and 4,575,313 shares of restricted stock)
|
| | | | 3 | | | | | | 3 | | |
Additional paid-in capital
|
| | | | 21,254 | | | | | | 16,722 | | |
Accumulated deficit
|
| | | | (359,289) | | | | | | (294,262) | | |
Accumulated other comprehensive income
|
| | | | 5 | | | | | | 75 | | |
Total Stockholders’ Equity
|
| | | | (338,027) | | | | | | (277,462) | | |
Total Liabilities, Convertible Preferred Stock and Stockholders’ Equity
|
| | | $ | 127,298 | | | | | $ | 192,711 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Revenues | | | | | | | | | | | | | |
Products
|
| | | $ | 6,113 | | | | | $ | 18,655 | | |
Services
|
| | | | 1,988 | | | | | | 2,221 | | |
Total revenues
|
| | | | 8,101 | | | | | | 20,876 | | |
Cost of sales | | | | | | | | | | | | | |
Products
|
| | | | 18,145 | | | | | | 35,218 | | |
Services
|
| | | | 3,365 | | | | | | 3,300 | | |
Total cost of sales
|
| | | | 21,510 | | | | | | 38,518 | | |
Gross margin
|
| | | | (13,409) | | | | | | (17,642) | | |
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | | 31,362 | | | | | | 40,623 | | |
Sales and marketing
|
| | | | 9,994 | | | | | | 13,927 | | |
General and administrative
|
| | | | 11,004 | | | | | | 8,290 | | |
Total operating expenses
|
| | | | 52,360 | | | | | | 62,840 | | |
Loss from operations
|
| | | | (65,769) | | | | | | (80,482) | | |
Interest expense
|
| | | | (253) | | | | | | (389) | | |
Interest and other income, net
|
| | | | 995 | | | | | | 5,102 | | |
Loss before income taxes
|
| | | | (65,027) | | | | | | (75,769) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | |
Net loss
|
| | | $ | (65,027) | | | | | $ | (75,769) | | |
Net loss per share – basic and diluted
|
| | | $ | (2.21) | | | | | $ | (3.38) | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net loss
|
| | | $ | (65,027) | | | | | $ | (75,769) | | |
Other comprehensive income, net of taxes: | | | | | | | | | | | | | |
Unrealized (loss) gain on available-for-sale marketable securities, net
|
| | | | (70) | | | | | | 227 | | |
Total comprehensive loss, net of taxes of $0
|
| | | $ | (65,097) | | | | | $ | (75,542) | | |
| | |
Convertible
Preferred Stock |
| |
Common Stock
Voting |
| |
Additional
Paid-in Capital |
| |
Notes
Receivable |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive (Loss) Income |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
BALANCE – December 31, 2019
|
| | | | 100,038,109 | | | | | $ | 436,533 | | | | | | 26,813,113 | | | | | $ | 3 | | | | | $ | 16,722 | | | | | $ | — | | | | | $ | (294,262) | | | | | $ | 75 | | | | | $ | (277,462) | | |
Exercise of Common Stock
options |
| | | | — | | | | | | — | | | | | | 408,869 | | | | | | — | | | | | | 255 | | | | | | — | | | | | | — | | | | | | — | | | | | | 255 | | |
Vesting of restricted Common Stock
|
| | | | — | | | | | | — | | | | | | 4,300,846 | | | | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | |
Stock-based compensation
expense |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,228 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,228 | | |
Common Stock warrants issued
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43 | | | | | | — | | | | | | — | | | | | | — | | | | | | 43 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (65,027) | | | | | | — | | | | | | (65,027) | | |
Other comprehensive income
(loss) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (70) | | | | | | (70) | | |
BALANCE – September 30, 2020
|
| | | | 100,038,109 | | | | | $ | 436,533 | | | | | | 31,522,828 | | | | | $ | 3 | | | | | $ | 21,254 | | | | | $ | — | | | | | $ | (359,289) | | | | | $ | 5 | | | | | $ | (338,027) | | |
| | |
Convertible
Preferred Stock |
| |
Common Stock
Voting |
| |
Additional
Paid-in Capital |
| |
Notes
Receivable |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive (Loss) Income |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
BALANCE – December 31, 2018
|
| | | | 84,092,669 | | | | | $ | 276,889 | | | | | | 19,352,255 | | | | | $ | 2 | | | | | $ | 6,440 | | | | | $ | (249) | | | | | $ | (190,666) | | | | | $ | (96) | | | | | $ | (184,569) | | |
Issuance of Series E Preferred Stock – net of issuance costs ($124)
|
| | | | 13,450,703 | | | | | | 134,667 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Series E-1 Preferred Stock – net of issuance costs ($22)
|
| | | | 2,494,737 | | | | | | 24,977 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercise of Common Stock
options |
| | | | — | | | | | | — | | | | | | 902,175 | | | | | | — | | | | | | 606 | | | | | | — | | | | | | — | | | | | | — | | | | | | 606 | | |
Vesting of restricted Common Stock
|
| | | | — | | | | | | — | | | | | | 4,221,144 | | | | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | |
Stock-based compensation
expense |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,430 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,430 | | |
Common Stock warrants issued
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 905 | | | | | | — | | | | | | — | | | | | | — | | | | | | 905 | | |
Issuance of Common Stock
for acquisitions |
| | | | — | | | | | | — | | | | | | 873,203 | | | | | | — | | | | | | 3,563 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,563 | | |
Repayment of notes receivable
|
| | | | | | | | | | | | | | | | (62,610) | | | | | | — | | | | | | (249) | | | | | | 249 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (75,769) | | | | | | — | | | | | | (75,769) | | |
Other comprehensive income
(loss) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 227 | | | | | | 227 | | |
BALANCE – September 30, 2019
|
| | | | 100,038,109 | | | | | $ | 436,533 | | | | | | 25,286,167 | | | | | $ | 2 | | | | | $ | 14,701 | | | | | $ | — | | | | | $ | (266,435) | | | | | $ | 131 | | | | | $ | (251,601) | | |
|
| | |
Nine Months Ended September 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (65,027) | | | | | $ | (75,769) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 6,525 | | | | | | 5,754 | | |
Stock-based compensation
|
| | | | 4,228 | | | | | | 3,430 | | |
Expense related to Common Stock warrants issued
|
| | | | 43 | | | | | | 905 | | |
Loss (gain) on disposal of property and equipment
|
| | | | 10 | | | | | | (6) | | |
Gain on investment, related to Make Composites, Inc.
|
| | | | — | | | | | | (1,427) | | |
Accretion of discount on investments
|
| | | | 34 | | | | | | (1,443) | | |
Net decrease (increase) in accrued interest related to marketable securities
|
| | | | 162 | | | | | | (175) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | 2,881 | | | | | | (7,258) | | |
Inventory
|
| | | | (1,958) | | | | | | (962) | | |
Prepaid expenses and other current assets
|
| | | | 1,082 | | | | | | 1,418 | | |
Accounts payable
|
| | | | (5,467) | | | | | | (2,503) | | |
Accrued expenses and other current liabilities
|
| | | | 444 | | | | | | 2,588 | | |
Customer deposits
|
| | | | (547) | | | | | | 1,383 | | |
Deferred revenue
|
| | | | (1,094) | | | | | | (253) | | |
Change in right of use assets and lease liabilities, net
|
| | | | (243) | | | | | | (222) | | |
Net cash used in operating activities
|
| | | | (58,927) | | | | | | (74,540) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (1,039) | | | | | | (7,030) | | |
Purchase of marketable securities
|
| | | | (62,810) | | | | | | (215,584) | | |
Proceeds from sales and maturities of marketable securities
|
| | | | 94,116 | | | | | | 174,025 | | |
Cash paid for acquisition, net of cash acquired
|
| | | | — | | | | | | (96) | | |
Net cash provided by (used in) investing activities
|
| | | | 30,267 | | | | | | (48,685) | | |
Cash Flows from Financing Activities | | | | | | | | | | | | | |
Proceeds from Preferred Stock issuances, net of issuance cost
|
| | | | — | | | | | | 159,644 | | |
Proceeds from exercise of stock options
|
| | | | 255 | | | | | | 606 | | |
Proceeds from PPP loan
|
| | | | 5,379 | | | | | | — | | |
Repayment of PPP loan
|
| | | | (5,379) | | | | | | — | | |
Deferred financing costs paid
|
| | | | (400) | | | | | | — | | |
Net cash (used in) provided by financing activities
|
| | | | (145) | | | | | | 160,250 | | |
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
| | | | (28,805) | | | | | | 37,025 | | |
Cash and cash equivalents at beginning of year
|
| | | | 66,161 | | | | | | 29,043 | | |
Restricted cash
|
| | | | 612 | | | | | | 612 | | |
Cash, cash equivalents, and restricted cash at end of period
|
| | | $ | 37,968 | | | | | $ | 66,680 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Interest paid
|
| | | $ | 253 | | | | | | 377 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Common Stock issued for acquisitions
|
| | | $ | — | | | | | $ | 3,563 | | |
Additions to right of use assets and lease liabilities
|
| | | $ | — | | | | | $ | 86 | | |
Purchase of property and equipment included in accrued expenses and other
current liabilities |
| | | $ | 79 | | | | | $ | 867 | | |
Common Stock forfeited in satisfaction of note receivable
|
| | | $ | — | | | | | $ | 249 | | |
Deferred transaction costs not yet paid included in accounts payable and accrued expenses and other current liabilities
|
| | | $ | 2,341 | | | | | $ | — | | |
| | |
September 30, 2020
|
| |
December 31, 2019
|
| ||||||
Warranty reserve, at the beginning of the year
|
| | | $ | 1,491 | | | | | $ | 116 | | |
Additions to warranty reserve
|
| | | | 375 | | | | | | 2,352 | | |
Claims fulfilled
|
| | | | (132) | | | | | | (977) | | |
Warranty reserve, at the end of the period
|
| | | $ | 1,734 | | | | | $ | 1,491 | | |
| | |
September 30, 2020
|
| |
December 31, 2019
|
| ||||||
Work in process
|
| | | $ | 3,062 | | | | | $ | 1,081 | | |
Finished goods
|
| | | | 7,301 | | | | | | 7,324 | | |
| | | | $ | 10,363 | | | | | $ | 8,405 | | |
Asset Classification
|
| |
Useful Life
|
|
Equipment | | |
3-5 years
|
|
Furniture and fixtures
|
| |
3 years
|
|
Computer equipment
|
| |
3 years
|
|
Tooling | | |
3 years
|
|
Software | | |
3 years
|
|
Leasehold improvements
|
| |
Shorter of asset’s useful life or remaining life of the lease
|
|
| | |
September 30, 2020
|
| |
December 31, 2019
|
| ||||||
Equipment
|
| | | $ | 13,502 | | | | | $ | 13,358 | | |
Furniture and fixtures
|
| | | | 895 | | | | | | 895 | | |
Computer equipment
|
| | | | 1,089 | | | | | | 1,089 | | |
Tooling
|
| | | | 1,823 | | | | | | 1,823 | | |
Software
|
| | | | 1,235 | | | | | | 954 | | |
Leasehold improvements
|
| | | | 13,870 | | | | | | 13,880 | | |
Construction in process
|
| | | | 845 | | | | | | 170 | | |
Property and equipment – gross
|
| | | | 33,259 | | | | | | 32,169 | | |
Less: accumulated depreciation
|
| | | | (19,658) | | | | | | (13,782) | | |
Property and equipment – net
|
| | | $ | 13,601 | | | | | $ | 18,387 | | |
|
| | |
Gross Value
|
| |
Estimated Life
|
| |
Accumulated
Amortization |
| |
Balance
September 30, 2020 |
| |||||||||
Total acquired technology
|
| | | $ | 3,270 | | | |
5 years
|
| | | $ | 817 | | | | | $ | 2,453 | | |
| | |
September 30, 2020
|
| |
December 31, 2019
|
| ||||||
Capitalized software development costs
|
| | | $ | 1,127 | | | | | $ | 1,127 | | |
Accumulated amortization
|
| | | | (770) | | | | | | (237) | | |
Impairment
|
| | | | — | | | | | | (444) | | |
Total capitalized software costs
|
| | | $ | 357 | | | | | $ | 446 | | |
| | |
September 30, 2020
|
| |||||||||||||||||||||
| | |
Quoted Prices in
Active Markets for Identical Items (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 33,858 | | | | | $ | — | | | | | $ | — | | | | | $ | 33,858 | | |
Asset-backed securities
|
| | | | — | | | | | | 3,105 | | | | | | — | | | | | | 3,105 | | |
Corporate bonds
|
| | | | — | | | | | | 30,084 | | | | | | — | | | | | | 30,084 | | |
Government bonds
|
| | | | 19,991 | | | | | | — | | | | | | — | | | | | | 19,991 | | |
Total assets
|
| | | $ | 53,849 | | | | | $ | 33,189 | | | | | $ | — | | | | | $ | 87,038 | | |
|
| | |
December 31, 2019
|
| |||||||||||||||||||||
| | |
Quoted Prices in
Active Markets for Identical Items (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 40,454 | | | | | $ | — | | | | | $ | — | | | | | $ | 40,454 | | |
Asset-backed securities
|
| | | | — | | | | | | 16,806 | | | | | | — | | | | | | 16,806 | | |
Corporate bonds
|
| | | | — | | | | | | 67,948 | | | | | | — | | | | | | 67,948 | | |
Repurchase agreements
|
| | | | — | | | | | | 25,001 | | | | | | — | | | | | | 25,001 | | |
Total assets
|
| | | $ | 40,454 | | | | | $ | 109,755 | | | | | $ | — | | | | | $ | 150,209 | | |
| | |
September 30, 2020
|
| |
December 31, 2019
|
| ||||||
Warranty reserve
|
| | | $ | 1,734 | | | | | $ | 1,491 | | |
Compensation and benefits related
|
| | | | 657 | | | | | | 897 | | |
Professional services
|
| | | | 2,043 | | | | | | 780 | | |
Inventory purchases
|
| | | | 86 | | | | | | 620 | | |
Accrued sales and use tax
|
| | | | 470 | | | | | | 578 | | |
Transaction costs payable
|
| | | | 577 | | | | | | — | | |
Other
|
| | | | 488 | | | | | | 687 | | |
| | | | $ | 6,055 | | | | | $ | 5,053 | | |
| | |
September 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Lease cost | | | | | | | | | | | | | |
Operating lease cost
|
| | | $ | 561 | | | | | $ | 479 | | |
Short-term lease cost
|
| | | | — | | | | | | 24 | | |
Variable lease cost
|
| | | | 30 | | | | | | 30 | | |
Total lease cost
|
| | | $ | 591 | | | | | $ | 533 | | |
Other Information | | | | | | | | | | | | | |
Operating cash flows from operating leases
|
| | | $ | 805 | | | | | $ | 701 | | |
Weighted-average remaining lease term – operating leases (years)
|
| | | | 3.5 | | | | | | 4.5 | | |
Weighted-average discount rate – operating leases
|
| | | | 7.6% | | | | | | 7.6% | | |
|
2020 (remaining 3 months)
|
| | | $ | 268 | | |
|
2021
|
| | | | 1,071 | | |
|
2022
|
| | | | 1,070 | | |
|
2023
|
| | | | 1,028 | | |
|
2024
|
| | | | 258 | | |
|
Total lease payments
|
| | | | 3,695 | | |
|
Less amount representing interest
|
| | | | (462) | | |
|
Total lease liability
|
| | | | 3,233 | | |
|
Less current portion of lease liability
|
| | | | (858) | | |
|
Lease liability, net of current portion
|
| | | $ | 2,375 | | |
Convertible Preferred Stock Classes
|
| |
September 30, 2020
|
| |
December 31, 2019
|
| ||||||
Series A Convertible Preferred Stock, $0.0001 par value – authorized, issued, and outstanding, 26,189,545 and 26,189,545 shares, (liquidation preference of $255,348 and $106,853 at September 30, 2020 and December 31, 2019, respectively)
|
| | | $ | 13,878 | | | | | $ | 13,878 | | |
Series B Convertible Preferred Stock, $0.0001 par value – authorized, issued, and outstanding, 23,675,035 and 23,675,035 shares (liquidation preference of $230,832 and $96,594 at September 30, 2020 and December 31, 2019, respectively)
|
| | | | 37,806 | | | | | | 37,806 | | |
Series C Convertible Preferred Stock, $0.0001 par value – authorized, issued, and outstanding, 13,152,896 and 13,152,896 shares (liquidation preference of $128,241 and $53,664 at September 30, 2020 and December 31, 2019, respectively)
|
| | | | 44,852 | | | | | | 44,852 | | |
Series D Convertible Preferred Stock, $0.0001 par value – authorized, issued, and outstanding, 21,075,193 and 21,075,193 shares (liquidation preference of $205,483 and $180,522 at September 30, 2020 and December 31, 2019, respectively)
|
| | | | 180,353 | | | | | | 180,353 | | |
Series E Convertible Preferred Stock, $0.0001 par value – authorized, issued, and outstanding 13,450,703 and 13,450,703 shares (liquidation preference of $134,791 and $134,791 at September 30, 2020 and December 31, 2019, respectively)
|
| | | | 134,667 | | | | | | 134,667 | | |
Series E-1 Convertible Preferred Stock, $0.0001 par value – authorized,
issued, and outstanding 2,494,737 and 2,494,737 shares (liquidation preference of $25,000 and $25,000 at September 30, 2020 and December 31, 2019, respectively) |
| | | | 24,977 | | | | | | 24,977 | | |
Total
|
| | | $ | 436,533 | | | | | $ | 436,533 | | |
| | |
Shares subject
to Vesting |
| |
Weighted Average
Purchase Price |
| ||||||
Balance of unvested shares as of January 1, 2020
|
| | | | 4,575 | | | | | $ | 0.001 | | |
Issuance of additional shares
|
| | | | — | | | | | | — | | |
Vested
|
| | | | (4,301) | | | | | | 0.001 | | |
Balance of unvested shares as of September 30, 2020
|
| | | | 274 | | | | | $ | 0.001 | | |
| | |
September 30, 2020
|
| |
September 30, 2019
|
|
Risk-free interest rate
|
| |
0.3% – 1.7%
|
| |
1.9% – 2.6%
|
|
Expected volatility
|
| |
52.7% – 54.2%
|
| |
53.3% – 53.6%
|
|
Expected life (in years)
|
| |
5.9 – 6.3
|
| |
5.6 – 6.1
|
|
Expected dividend yield
|
| |
—
|
| |
—
|
|
Fair value of Common Stock
|
| |
$1.71 – $9.75
|
| |
$4.08
|
|
| | |
September 30, 2020
|
| |
September 30, 2019
|
|
Risk-free interest rate
|
| |
0.6% – 0.8%
|
| |
1.5% – 2.5%
|
|
Expected volatility
|
| |
54.3% – 54.8%
|
| |
54.4% – 54.9%
|
|
Expected life (in years)
|
| |
9.4 – 10.0
|
| |
9.4 – 10.0
|
|
Expected dividend yield
|
| |
—
|
| |
—
|
|
Fair value of Common Stock
|
| |
$1.71 – $9.75
|
| |
$4.08
|
|
| | |
September 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Research and development
|
| | | $ | 2,176 | | | | | $ | 1,501 | | |
Sales and marketing expense
|
| | | | 715 | | | | | | 1,020 | | |
General and administrative expense
|
| | | | 1,070 | | | | | | 668 | | |
Cost of sales
|
| | | | 267 | | | | | | 241 | | |
Total stock-based compensation expenses
|
| | | $ | 4,228 | | | | | $ | 3,430 | | |
|
| | |
Number of
Shares |
| |
Weighted-Average
Exercise Price per Share |
| |
Weighted-Average
Remaining Contractual Term (in years) |
| |||||||||
Outstanding at January 1, 2020
|
| | | | 14,792 | | | | | $ | 2.45 | | | | | | 7.84 | | |
Granted
|
| | | | 6,935 | | | | | | 1.85 | | | | | | | | |
Exercised
|
| | | | (409) | | | | | | 0.65 | | | | | | | | |
Forfeited/expired
|
| | | | (5,287) | | | | | | 3.57 | | | | | | | | |
Outstanding at September 30, 2020
|
| | | | 16,031 | | | | | | 1.87 | | | | | | 7.85 | | |
Options vested at September 30, 2020
|
| | | | 8,167 | | | | | | 1.83 | | | | | | 6.38 | | |
Options vested or expected to vest at September 30, 2020
|
| | | | 15,384 | | | | | $ | 1.87 | | | | | | 7.78 | | |
| | |
Shares subject
to Vesting |
| |
Weighted Average
Grant Date Fair Value |
| ||||||
Balance of unvested shares as of January 1, 2020
|
| | | | — | | | | | | — | | |
Issuance of additional shares
|
| | | | 459 | | | | | $ | 9.75 | | |
Vested
|
| | | | — | | | | | | — | | |
Balance of unvested shares as of September 30, 2020
|
| | | | 459 | | | | | $ | 9.75 | | |
|
| | |
September 30, 2020
|
| |
September 30, 2019
|
| ||||||
Common Stock options outstanding
|
| | | | 16,031 | | | | | | 14,490 | | |
Restricted Stock units outstanding
|
| | | | 459 | | | | | | — | | |
Shares available for issuance under the Plan
|
| | | | 1,960 | | | | | | 4,463 | | |
Convertible Preferred Stock outstanding
|
| | | | 100,038 | | | | | | 100,038 | | |
Common Stock warrants outstanding
|
| | | | 919 | | | | | | 464 | | |
Total shares of authorized Common Stock reserved for future issuance
|
| | | | 119,407 | | | | | | 119,455 | | |
| | |
Americas
|
| |
EMEA
|
| |
APAC
|
| |
Total
|
| ||||||||||||
Product
|
| | | $ | 2,372 | | | | | $ | 2,411 | | | | | $ | 1,330 | | | | | $ | 6,113 | | |
Services
|
| | | | 962 | | | | | | 888 | | | | | | 138 | | | | | | 1,988 | | |
Total
|
| | | $ | 3,334 | | | | | $ | 3,299 | | | | | $ | 1,468 | | | | | $ | 8,101 | | |
| | |
Americas
|
| |
EMEA
|
| |
APAC
|
| |
Total
|
| ||||||||||||
Product
|
| | | $ | 11,561 | | | | | $ | 5,909 | | | | | $ | 1,185 | | | | | $ | 18,655 | | |
Services
|
| | | | 1,851 | | | | | | 341 | | | | | | 29 | | | | | | 2,221 | | |
Total
|
| | | $ | 13,412 | | | | | $ | 6,250 | | | | | $ | 1,214 | | | | | $ | 20,876 | | |
|
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Revenue recognized at a point in time
|
| | | $ | 6,113 | | | | | $ | 18,655 | | |
Revenue recognized over time
|
| | | | 1,988 | | | | | | 2,221 | | |
Total
|
| | | $ | 8,101 | | | | | $ | 20,876 | | |
| | |
September 30,
|
| |||||||||
(in thousands, except per share amounts)
|
| |
2020
|
| |
2019
|
| ||||||
Numerator for basic and diluted net loss per share: | | | | | | | | | | | | | |
Net loss attributable to Desktop Metal, Inc Common Stockholders
|
| | | $ | (65,027) | | | | | $ | (75,769) | | |
Denominator for basic and diluted net loss per share: | | | | | | | | | | | | | |
Weighted average shares
|
| | | | 29,457 | | | | | | 22,395 | | |
Net loss per share – Basic and Diluted
|
| | | $ | (2.21) | | | | | $ | (3.38) | | |
| | |
Amount
|
| |||
Securities and Exchange Commission registration fee
|
| | | $ | 50,103 | | |
FINRA filing fee
|
| | | | * | | |
Accountants’ fees and expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Blue Sky fees and expenses
|
| | | | * | | |
Transfer Agent’s fees and expenses
|
| | | | * | | |
Printing and engraving expenses
|
| | | | * | | |
Miscellaneous
|
| | | | * | | |
Total expenses
|
| | | $ | * | | |
| | | | | |
Incorporated by Reference
|
| ||||||
Exhibit
|
| | | | |
Form
|
| |
Exhibit
|
| |
Filing Date
|
|
23.2 | | | Consent of Deloitte LLP | | | | | | | | |
*
|
|
23.3 | | | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | | | | | | | | |
**
|
|
24.1 | | | Power of Attorney (included on signature page) | | | | | | | | |
*
|
|
101.INS | | | XBRL Instance Document | | | | | | | | |
*
|
|
101.SCH | | | XBRL Taxonomy Extension Schema Document | | | | | | | | |
*
|
|
101.CAL | | | XBRL Taxonomy Calculation Linkebase Document | | | | | | | | |
*
|
|
101.DEF | | | XBRL Taxonomy Definition Linkbase Document | | | | | | | | |
*
|
|
101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
*
|
|
101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
*
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Ric Fulop
Ric Fulop
|
| | Chief Executive Officer and Chairman (principal executive officer) | | |
December 23, 2020
|
|
|
/s/ Elizabeth Linardos
Elizabeth Linardos
|
| | Chief Financial Officer (principal financial officer and principal accounting officer) | | |
December 23, 2020
|
|
|
/s/ Scott Dussault
Scott Dussault
|
| | Director | | |
December 23, 2020
|
|
|
/s/ Dayna Grayson
Dayna Grayson
|
| | Director | | |
December 23, 2020
|
|
|
/s/ Leo Hindery
Leo Hindery, Jr.
|
| | Director | | |
December 23, 2020
|
|
|
/s/ Wen Hsieh
Wen Hsieh
|
| | Director | | |
December 23, 2020
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeff Immelt
Jeff Immelt
|
| | Director | | |
December 23, 2020
|
|
|
/s/ Byron Knight
Byron Knight
|
| | Director | | |
December 23, 2020
|
|
|
/s/ Stephen Nigro
Stephen Nigro
|
| | Director | | |
December 23, 2020
|
|
|
/s/ Steve Papa
Steve Papa
|
| | Director | | |
December 23, 2020
|
|
|
/s/ Andy Wheeler
Andy Wheeler
|
| | Director | | |
December 23, 2020
|
|
|
/s/ Bilal Zuberi
Bilal Zuberi
|
| | Director | | |
December 23, 2020
|
|
Exhibit 10.13
Desktop Metal, Inc.
Non-Employee Director Compensation Program
Non-employee members of the board of directors (the “Board”) of Desktop Metal, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company and subject to any limits on non-employee director compensation set forth in the Equity Plan (as defined below). This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors, except for equity compensation previously granted to a Non-Employee Director.
Cash Compensation
The schedule of annual retainers (the “Annual Retainers”) for the Non-Employee Directors is as follows:
Position | Amount | |||
Base Board Fee | $ | 40,000 | ||
Chair of the Board | $ | 45,000 | ||
Chair of Audit Committee | $ | 20,000 | ||
Chair of Compensation Committee | $ | 15,000 | ||
Chair of Nominating and Corporate Governance Committee | $ | 10,000 | ||
Member of Audit Committee (non-Chair) | $ | 10,000 | ||
Member of Compensation Committee (non-Chair) | $ | 7,500 | ||
Member of Nominating and Corporate Governance Committee (non-Chair) | $ | 5,000 |
For the avoidance of doubt, the Annual Retainers in the table above are additive and a Non-Employee Director shall be eligible to earn an Annual Retainer for each position in which he or she serves. The Annual Retainers shall be earned on a quarterly basis based on a calendar quarter and shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable position, for an entire calendar quarter, the Annual Retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.
1
Equity Compensation
Each Non-Employee Director shall be granted restricted stock units (“RSUs”) as set forth in this Program. The RSUs shall be granted under and subject to the terms and provisions of the Company’s 2020 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”) and shall be subject to an award agreement, including attached exhibits, in substantially the form previously approved by the Board.
A. Initial RSU Grant. Each Non-Employee Director who is initially elected or appointed to the Board, shall automatically be granted a number of RSUs on the date of such initial election or appointment determined by dividing $280,000 by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the date of such election or appointment (with any partial shares that result being rounded up to the nearest whole share) (the “Initial Award” or “Initial Award RSUs”).
B. Annual RSU Grant. Except as provided below, a Non-Employee Director who (i) has been serving as a Non-Employee Director on the Board as of the date of any annual meeting of the Company’s stockholders and (ii) will continue to serve as a Non-Employee Director immediately following such meeting, shall automatically be granted a number of RSUs on the date of such annual meeting determined by dividing $140,000 by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting (with any partial shares that result being rounded up to the nearest whole share) (the “Annual Award” or “Annual Award RSUs”). In the event a Non-Employee Director is not serving as a Non-Employee Director as of the date of any annual meeting of the Company’s stockholders, but commences service as a Non-Employee Director prior to the next annual meeting of the Company’s stockholders, such Non-Employee Director will automatically be granted an Annual Award on the date of such commencement of service, provided that the number of Annual Award RSUs granted to such Non-Employee Director shall be prorated for the Non-Employee Director’s partial year of service on the Board.
C. Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive the Initial Award RSUs, but to the extent that they are otherwise entitled, will receive, after termination of employment with the Company and any parent or subsidiary of the Company, the Annual Award RSUs.
2
D. Terms of RSUs Granted to Non-Employee Directors.
1. Vesting.
a. Initial Award RSUs. The Initial Award RSUs shall vest in three substantially equal annual installments following the date of grant, such that the Initial Award RSUs shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date.
b. Annual Award RSUs. The Annual Award RSUs shall vest in a single installment on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next annual meeting of the Company’s stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director continuing in service as a Non-Employee Director through such vesting date.
2. Forfeiture of RSUs. Unless the Board otherwise determines, any Initial Award RSUs or Annual Award RSUs which are unvested at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested. Notwithstanding the foregoing, all of a Non-Employee Director’s Initial Award RSUs and Annual Award RSUs shall vest in full (i) in the event the Non-Employee Director’s service on the Board terminates by reason of the Non-Employee Director’s death or Disability (as defined in the Equity Plan) or (ii) immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), in each case, to the extent outstanding at the relevant time.
* * * * *
3
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the inclusion in this Registration Statement of Desktop Metal, Inc. on Form S-1 of our report dated March 26, 2020 with respect to our audits of the financial statements of Trine Acquisition Corp. as of December 31, 2019 and 2018, for the year ended December 31, 2019, and for the period from September 26, 2018 (inception) through December 31, 2018, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum LLP | |
Marcum LLP | |
New York, NY | |
December 23, 2020 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-1 of our report dated September 14, 2020, relating to the financial statements of Desktop Metal, Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
December 23, 2020