Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-38835 | |
Entity Registrant Name | DESKTOP METAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2044042 | |
Entity Address, Address Line One | 63 3rd Avenue | |
Entity Address, City or Town | Burlington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01803 | |
City Area Code | 978 | |
Local Phone Number | 224-1244 | |
Title of 12(b) Security | Common Stock, $0.0001 Par Value per Share | |
Trading Symbol | DM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 313,461,320 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001754820 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 103,590 | $ 65,017 |
Current portion of restricted cash | 2,166 | 2,129 |
Short-term investments | 102,895 | 204,569 |
Accounts receivable | 36,661 | 46,687 |
Inventory | 81,876 | 65,399 |
Prepaid expenses and other current assets | 22,446 | 18,208 |
Total current assets | 349,634 | 402,009 |
Restricted cash, net of current portion | 1,112 | 1,112 |
Property and equipment, net | 58,082 | 58,710 |
Goodwill | 630,022 | 639,301 |
Intangible assets, net | 251,000 | 261,984 |
Other noncurrent assets | 32,143 | 25,480 |
Total Assets | 1,321,993 | 1,388,596 |
Current liabilities: | ||
Accounts payable | 30,431 | 31,558 |
Customer deposits | 16,911 | 14,137 |
Current portion of lease liability | 5,326 | 5,527 |
Accrued expenses and other current liabilities | 31,615 | 33,829 |
Current portion of deferred revenue | 19,261 | 18,189 |
Current portion of long-term debt, net of deferred financing costs | 731 | 825 |
Total current liabilities | 104,275 | 104,065 |
Long-term debt, net of current portion | 523 | 548 |
Contingent consideration, net of current portion | 2,596 | 4,183 |
Lease liability, net of current portion | 19,856 | 13,077 |
Deferred revenue, net of current portion | 4,047 | 4,508 |
Deferred tax liability | 9,506 | 10,695 |
Other noncurrent liabilities | 3,165 | 3,170 |
Total liabilities | 143,968 | 140,246 |
Commitments and Contingencies (Note 17) | ||
Stockholders' Equity | ||
Preferred Stock, $0.0001 par value-authorized, 50,000,000 shares; no shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | ||
Common Stock, $0.0001 par value-500,000,000 shares authorized; 312,999,991 and 311,737,858 shares issued at March 31, 2022 and December 31, 2021, respectively, 312,825,572 and 311,473,950 shares outstanding at March 31, 2022 and December 31, 2021, respectively | 31 | 31 |
Additional paid-in capital | 1,833,998 | 1,823,344 |
Accumulated deficit | (638,555) | (568,611) |
Accumulated other comprehensive loss | (17,449) | (6,414) |
Total Stockholders' Equity | 1,178,025 | 1,248,350 |
Total Liabilities and Stockholders' Equity | $ 1,321,993 | $ 1,388,596 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares, issued | 0 | 0 |
Preferred Stock, shares, outstanding | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 312,999,991 | 311,737,858 |
Common stock, shares, outstanding | 312,825,572 | 311,473,950 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Total revenues | $ 43,706 | $ 11,313 |
Cost of sales | ||
Total cost of sales | 45,034 | 11,900 |
Gross profit/(loss) | (1,328) | (587) |
Operating expenses | ||
Research and development | 24,605 | 10,858 |
Sales and marketing | 19,689 | 5,449 |
General and administrative | 23,857 | 13,846 |
Total operating expenses | 68,151 | 30,153 |
Loss from operations | (69,479) | (30,740) |
Change in fair value of warrant liability | (56,576) | |
Interest expense | 32 | (73) |
Interest and other (expense) income, net | (1,753) | 361 |
Loss before income taxes | (71,200) | (87,028) |
Income tax benefit | 1,256 | 27,920 |
Net loss | $ (69,944) | $ (59,108) |
Net loss per share-Basic | $ (0.22) | $ (0.25) |
Net loss per share-Diluted | $ (0.22) | $ (0.25) |
Weighted average shares outstanding basic | 312,016,627 | 238,243,779 |
Weighted average shares outstanding diluted | 312,016,627 | 238,243,779 |
Products | ||
Revenues | ||
Total revenues | $ 39,476 | $ 10,311 |
Cost of sales | ||
Total cost of sales | 41,902 | 10,487 |
Services | ||
Revenues | ||
Total revenues | 4,230 | 1,002 |
Cost of sales | ||
Total cost of sales | $ 3,132 | $ 1,413 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (69,944) | $ (59,108) |
Other comprehensive (loss) income, net of taxes: | ||
Unrealized gain (loss) on available-for-sale marketable securities, net | 12 | 1 |
Foreign currency translation adjustment | (11,047) | (13) |
Total comprehensive (loss) income, net of taxes of $0 | $ (80,979) | $ (59,120) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Comprehensive loss, net of taxes | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total |
BALANCE at Dec. 31, 2020 | $ 23 | $ 844,188 | $ (328,277) | $ (9) | $ 515,925 |
BALANCE (in shares) at Dec. 31, 2020 | 224,626,597 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of Common Stock options | 180 | 180 | |||
Exercise of Common Stock options (in shares) | 163,228 | ||||
Vesting of restricted Common Stock (in shares) | 56,015 | ||||
Vesting of restricted stock units (in shares) | 15,265 | ||||
Repurchase of shares for employee tax withholdings | (54) | (54) | |||
Repurchase of shares for employee tax withholdings (in shares) | (2,241) | ||||
Issuance of Common Stock for acquisitions | 159,847 | 159,847 | |||
Issuance of Common Stock for acquisitions (in shares) | 5,036,142 | ||||
Stock-based compensation expense | 2,217 | 2,217 | |||
Vesting of Trine Founder shares (in shares) | 1,850,938 | ||||
Exercise of warrants | $ 2 | 320,567 | 320,569 | ||
Exercise of warrants (in shares) | 20,690,975 | ||||
Net loss | (59,108) | (59,108) | |||
Other comprehensive income (loss) | (12) | (12) | |||
BALANCE at Mar. 31, 2021 | $ 25 | 1,326,945 | (387,385) | (21) | 939,564 |
BALANCE (in shares) at Mar. 31, 2021 | 252,436,919 | ||||
BALANCE at Dec. 31, 2020 | $ 23 | 844,188 | (328,277) | (9) | 515,925 |
BALANCE (in shares) at Dec. 31, 2020 | 224,626,597 | ||||
BALANCE at Dec. 31, 2021 | $ 31 | 1,823,344 | (568,611) | (6,414) | 1,248,350 |
BALANCE (in shares) at Dec. 31, 2021 | 311,473,950 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of Common Stock options | 900 | 900 | |||
Exercise of Common Stock options (in shares) | 786,693 | ||||
Vesting of restricted Common Stock (in shares) | 84,384 | ||||
Vesting of restricted stock units (in shares) | 520,265 | ||||
Repurchase of shares for employee tax withholdings | (158) | (158) | |||
Repurchase of shares for employee tax withholdings (in shares) | (39,720) | ||||
Stock-based compensation expense | 9,912 | 9,912 | |||
Net loss | (69,944) | (69,944) | |||
Other comprehensive income (loss) | (11,035) | (11,035) | |||
BALANCE at Mar. 31, 2022 | $ 31 | $ 1,833,998 | $ (638,555) | $ (17,449) | $ 1,178,025 |
BALANCE (in shares) at Mar. 31, 2022 | 312,825,572 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (69,944) | $ (59,108) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 12,883 | 3,892 | |
Stock-based compensation | 9,912 | 2,217 | |
Change in fair value of warrant liability | 56,576 | ||
Amortization (accretion) of discount on investments | 413 | 406 | |
Amortization of debt financing cost | 4 | ||
Provision for bad debt | 419 | 72 | $ 447 |
Loss on disposal of property and equipment | 2 | ||
Foreign exchange (gains) losses on intercompany transactions, net | 185 | ||
Net increase (decrease) in accrued interest related to marketable securities | 949 | (240) | |
Net unrealized (gain) loss on marketable securities | (25) | ||
Net unrealized (gain) loss on equity investment | 1,700 | ||
Deferred tax benefit | (1,256) | (27,921) | |
Change in fair value of contingent consideration | (114) | ||
Foreign currency transaction (gain) loss | 10 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 9,489 | (61) | |
Inventory | (15,506) | (2,381) | |
Prepaid expenses and other current assets | (4,087) | (4,276) | |
Other assets | (210) | (30) | |
Accounts payable | (1,333) | (3,856) | |
Accrued expenses and other current liabilities | (3,391) | (5,247) | |
Customer deposits | 2,980 | (1,234) | |
Current portion of deferred revenue | 721 | 105 | |
Change in right of use assets and lease liabilities, net | (108) | (22) | |
Other liabilities | 12 | ||
Net cash used in operating activities | (56,274) | (41,129) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (4,074) | (262) | |
Proceeds from sale of property and equipment | 6 | ||
Purchase of marketable securities | (92,386) | ||
Proceeds from sales and maturities of marketable securities | 98,625 | 48,241 | |
Cash paid for acquisitions, net of cash acquired | (23) | (137,646) | |
Net cash provided by (used in) investing activities | 94,534 | (182,053) | |
Cash flows from financing activities: | |||
Proceeds from reverse recapitalization, net of issuance costs | (1,239) | ||
Proceeds from the exercise of stock options | 900 | 180 | |
Proceeds from the exercise of stock warrants | 158,308 | ||
Payment of taxes related to net share settlement upon vesting of restricted stock units | (158) | (54) | |
Repayment of term loan | (43) | ||
Net cash provided by financing activities | 699 | 157,195 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (349) | 26 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 38,610 | (65,961) | |
Cash, cash equivalents, and restricted cash at beginning of period | 68,258 | 484,137 | 484,137 |
Cash, cash equivalents, and restricted cash at end of period | 106,868 | 418,176 | 68,258 |
Supplemental disclosures of cash flow information | |||
Cash and cash equivalents | 103,590 | 416,379 | 65,017 |
Restricted cash included in other current assets | 2,166 | 1,021 | |
Restricted cash included in other noncurrent assets | 1,112 | 776 | |
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | 106,868 | 418,176 | $ 68,258 |
Supplemental cash flow information: | |||
Interest paid | 73 | ||
Non-cash investing and financing activities: | |||
Net unrealized (gain) loss on investments | (12) | (1) | |
Exercise of private placement warrants | 149,904 | ||
Common Stock issued for acquisitions | 159,847 | ||
Additions to right of use assets and lease liabilities | 7,784 | 364 | |
Purchase of property and equipment included in accounts payable | 313 | 50 | |
Transfers from property and equipment to inventory | 1,721 | ||
Transfers from inventory to property and equipment | $ 605 | ||
Receivable for warrants exercised | $ 12,357 |
ORGANIZATION, NATURE OF BUSINES
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES | 3 Months Ended |
Mar. 31, 2022 | |
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES | |
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES | 1. ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES Organization and Nature of Business Desktop Metal, Inc. is a Delaware corporation headquartered in Burlington, Massachusetts. The company was founded in 2015 and is accelerating the transformation of manufacturing with 3D printing solutions for engineers, designers, and manufacturers. The Company designs, produces and markets 3D printing systems to a variety of end customers. On December 9, 2020 (the “Closing Date”), Trine Acquisition Corp. (“Trine”) consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated August 26, 2020, by and among Trine, Desktop Metal, Inc. and Sparrow Merger Sub, Inc., pursuant to which Sparrow Merger Sub, Inc. merged with and into Desktop Metal, Inc., with Desktop Metal, Inc. becoming our wholly owned subsidiary (the “Business Combination”). Upon the closing of the Business Combination, Trine changed its name to Desktop Metal, Inc. and Desktop Metal, Inc. changed its name to Desktop Metal Operating, Inc. Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company” and “Desktop Metal” refer to the consolidated operations of Desktop Metal, Inc. and its subsidiaries. References to “Trine” refer to the company prior to the consummation of the Business Combination and references to “Legacy Desktop Metal” refer to Desktop Metal Operating, Inc. prior to the consummation of the Business Combination. Legacy Desktop Metal was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805. This determination was primarily based on Legacy Desktop Metal’s stockholders prior to the Business Combination having a majority of the voting power in the combined company, Legacy Desktop Metal having the ability to appoint a majority of the Board of Directors of the combined company, Legacy Desktop Metal’s existing management comprising the senior management of the combined company, Legacy Desktop Metal comprising the ongoing operations of the combined company, Legacy Desktop Metal being the larger entity based on historical revenues and business operations, and the combined company assuming Legacy Desktop Metal’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Desktop Metal issuing stock for the net assets of Trine, accompanied by a recapitalization. The net assets of Trine are stated at historical cost, with no goodwill or other intangible assets recorded. While Trine was the legal acquirer in the Business Combination, because Legacy Desktop Metal was deemed the accounting acquirer, the historical financial statements of Legacy Desktop Metal became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Desktop Metal prior to the Business Combination; (ii) the combined results of Trine and Legacy Desktop Metal following the close of the Business Combination; (iii) the assets and liabilities of Legacy Desktop Metal at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Desktop Metal’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Desktop Metal convertible preferred stock and Legacy Desktop Metal common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 1.22122 established in the Business Combination. Legacy Desktop Metal’s convertible preferred stock previously classified as mezzanine was retroactively adjusted, converted into Common Stock, and reclassified to permanent as a result of the reverse recapitalization. Risks and Uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional funding, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. The Company has financed its operations to date primarily with proceeds from the sale of preferred stock and the Business Combination. The Company’s long-term success is dependent upon its ability to successfully market its products and services; generate revenue; maintain or reduce its operating costs and expenses; meet its obligations; obtain additional capital when needed; and, ultimately, achieve profitable operations. Management believes that existing cash and investments as of March 31, 2022 will be sufficient to fund operating and capital expenditure requirements through at least twelve months from the date of issuance of these consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the U.S Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The functional currency of all wholly owned subsidiaries is U.S. Dollars. All intercompany transactions and balances have been eliminated in consolidation. COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of a disease caused by a novel strain of the coronavirus (“COVID-19”) to be a pandemic. As of March 31, 2022, the impact of the COVID-19 pandemic continues to unfold and there has been uncertainty and disruption in the global economy and financial markets. The Company has considered the COVID-19 pandemic related impacts on its estimates, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods. The COVID-19 pandemic, as well as the response to mitigate the spread and effects of COVID-19, may impact the Company and its customers, as well as the demand for its products and services. The impact of COVID-19 on the Company’s operational results in subsequent periods will largely depend on future developments, and cannot be accurately predicted. These developments may include, but are not limited to, new information concerning the severity of COVID-19, the degree of success of actions take to contain or treat COVID-19 and the reactions by consumers, companies, governmental entities, and capital markets to such actions. Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the financial statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to the significant accounting policies from the Annual Report on Form 10-K for the year ended December 31, 2021. Recently Issued Accounting Standards Recently Adopted Accounting Guidance In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , to require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This standard is effective for calendar-year public business entities in 2023 and interim periods within that year, and early adoption is permitted. The Company has adopted this ASU as of January 1, 2021 and has retrospectively adjusted purchase accounting for the acquisition of EnvisionTEC, which is described in Note 4 to these condensed consolidated financial statements, where deferred revenue was fair valued. As a practical expedient, the Company elected to estimate the standalone selling price for allocation purposes at the acquisition date. Upon the application of this practical expedient, the Company recognized deferred revenue as part of purchase accounting in the amount of $0.2 million and $12.5 million for the acquisitions of EnvisionTEC and ExOne, which is described in Note 4 to the financial statements, respectively. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes, Income Taxes In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2022 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION Contract Balances The Company’s deferred revenue balance was $23.3 million and $22.7 million as of March 31, 2022 and December 31, 2021, respectively. During the three months ended March 31, 2022, the Company recognized $6.9 million of existing deferred revenue from 2021. The deferred revenue consists of billed post-installation customer support and maintenance, cloud-based software licenses that are recognized ratably over the term of the agreement, and contracts that have outstanding performance obligations or contracts that have acceptance terms that have not yet been fulfilled. Contract assets were not significant during the three months ended March 31, 2022 and 2021. Remaining Performance Obligations At March 31, 2022, the Company had $23.3 million of remaining performance obligations, also referred to as backlog, of which approximately $19.3 million is expected to be fulfilled over the next 12 months, notwithstanding uncertainty related to the impact of COVID-19, including, but not limited to, international shipping and travel restrictions brought about by COVID-19, which could have an adverse effect on the timing of delivery and installation of products and/or services to customers. In addition, the Company also had customer deposits of $16.9 million at March 31, 2022. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2022 | |
ACQUISITIONS | |
ACQUISITIONS | 4. ACQUISITIONS 2021 Acquisitions Acquisition of EnvisionTEC On February 16, 2021, the Company acquired EnvisionTEC, Inc. and its subsidiaries (“EnvisionTEC”) pursuant to a Purchase Agreement and Plan of Merger dated January 15, 2021. This acquisition added a comprehensive portfolio in additive manufacturing across metals, polymers and composites and grew distribution channels both in quantity and through the addition of a vertically-focused channel. The total purchase price was $303.6 million, consisting of $143.8 million paid in cash and 5,036,142 shares of the Company’s Common Stock with a fair value of $159.8 million as of the close of business on the transaction date. The acquisition is accounted for as a business combination using the acquisition method of accounting. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s estimates of their fair values on the acquisition date. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 143,795 Equity consideration 159,847 Total consideration transferred $ 303,642 The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At February 16, 2021 Assets acquired: Cash and cash equivalents $ 859 Restricted cash 5,004 Accounts receivable 2,982 Inventory 7,668 Prepaid expenses and other current assets 1,081 Restricted cash - noncurrent 285 Property and equipment 1,540 Intangible assets 137,300 Other noncurrent assets 1,801 Total assets acquired $ 158,520 Liabilities assumed: Accounts payable $ 1,442 Customer deposits 2,460 Current portion of lease liability 605 Accrued expenses and other current liabilities 13,706 Liability for income taxes 480 Deferred revenue 492 Current portion of long-term debt 898 Long-term debt 285 Deferred tax liability 29,009 Lease liability, net of current portion 1,189 Total liabilities assumed $ 50,566 Net assets acquired $ 107,954 Goodwill $ 195,688 Total net assets acquired $ 303,642 Subsequent to the ,acquisition date, the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in decrease to goodwill of The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Acquired technology $ 77,800 7 – 14 years Trade name 8,600 14 years Customer relationships 50,900 12 years Total intangible assets $ 137,300 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. $16.4 million of the goodwill recognized is deductible for income tax purposes. During 2021, the Company incurred $4.8 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the condensed consolidated statements of operations. EnvisionTEC’s results are included in the Company’s consolidated results for the period from February 16, 2021 to December 31, 2021. During that period, EnvisionTEC’s net revenues were approximately $33.3 million and net loss was approximately $11.1 million. Acquisition of Adaptive 3D On May 7, 2021, the Company acquired Adaptive 3D Holdings, Inc. and its affiliates (“Adaptive 3D”) pursuant to a Purchase Agreement and Plan of Merger dated as of May 7, 2021. This acquisition expanded the Company’s materials library to include photopolymer elastomers for use in the production of end use parts. The total purchase price was $61.8 million, consisting of $24.1 million paid in cash and 3,133,276 shares of the Company’s Common Stock with a fair value of $37.7 million as of the close of business on the transaction date. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to Adaptive 3D’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 24,083 Equity consideration 37,693 Total consideration transferred $ 61,776 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At May 7, 2021 Assets acquired: Cash and cash equivalents $ 2,852 Accounts receivable 504 Inventory 305 Prepaid expenses and other current assets 462 Property and equipment 558 Intangible assets 27,300 Other noncurrent assets 654 Total assets acquired $ 32,635 Liabilities assumed: Accounts payable $ 280 Current portion of lease liability 151 Accrued expenses and other current liabilities 100 PPP loan payable 311 Deferred revenue 12 Lease liability, net of current portion 502 Deferred tax liability 4,616 Total liabilities assumed $ 5,972 Net assets acquired $ 26,663 Goodwill $ 35,113 Total net assets acquired $ 61,776 Subsequent to the acquisition date, the Company made a measurement period adjustment to the preliminary purchase price allocation, which resulted in a decrease to goodwill of $0.2 million. The decrease was due to a decrease in deferred income tax liabilities of $0.2 million. The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Acquired technology $ 27,000 14 years Trade name 300 5 years Total intangible assets $ 27,300 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is not deductible for income tax purposes. During 2021, the Company incurred $0.3 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the consolidated statements of operations. Adaptive 3D’s results are included in the Company’s consolidated results for the period from May 7, 2021 to December 31, 2021. During that period, Adaptive 3D’s revenues were approximately $1.1 million, and its net loss was approximately $4.9 million. Acquisition of Aerosint On June 24, 2021, the Company acquired all outstanding securities of Aerosint SA and its affiliates (“Aerosint”), which expanded the Company’s portfolio of technologies with the addition of multi-material printing capabilities. The total purchase price was $23.8 million, consisting of $6.2 million paid in cash, 879,922 shares of the Company’s Common Stock with a fair value of $11.5 million as of the close of business on the transaction date, and contingent consideration with a fair value of $6.1 million as of the acquisition date. The Company may be required to pay this contingent consideration based on the achievement of revenue metrics and technical milestones over the three-year period following the transaction date. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to Aerosint’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The acquisition included contingent consideration related to revenue metrics and technical milestones, with a fair value of $6.1 million as of the date of acquisition and a fair value of $5.5 million as of March 31, 2022. The Company will pay up to $5.5 million of contingent consideration based on stated revenue metrics, which had a fair value of $4.6 million as of the date of acquisition, and a fair value of $4.0 million as of March 31, 2022. If Aerosint reaches certain product mass production technical milestones, the Company will pay out a maximum of $2.0 million in contingent consideration, which had a fair value of $1.5 million as of the date of acquisition, and a fair value of $1.5 million as of March 31, 2022. As of the date of acquisition, the fair value of the short-term liability was $1.4 million, and the long-term liability was $4.7 million, which the Company recorded in accrued expenses and other current liabilities and contingent consideration, net of current portion, on the condensed consolidated balance sheets. As of March 31, 2022, The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 6,220 Equity consideration 11,448 Contingent consideration 6,083 Total consideration transferred $ 23,751 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At June 24, 2021 Assets acquired: Cash and cash equivalents $ 419 Accounts receivable 34 Inventory 166 Prepaid expenses and other current assets 697 Property and equipment 369 Intangible assets 11,726 Other noncurrent assets 336 Total assets acquired $ 13,747 Liabilities assumed: Accounts payable $ 58 Customer deposits 283 Current portion of lease liability 100 Accrued expenses and other current liabilities 169 Deferred revenue 810 Lease liability, net of current portion 226 Deferred tax liability 2,931 Total liabilities assumed $ 4,577 Net assets acquired $ 9,170 Goodwill $ 14,581 Total net assets acquired $ 23,751 Subsequent to the acquisition date, the Company made a measurement period adjustment to the preliminary purchase price allocation, which resulted in a decrease to goodwill of $0.6 million. The decrease was due to a decrease in deferred income tax liabilities. The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Acquired technology $ 11,547 11.5 years Trade name 179 4.5 years Total intangible assets $ 11,726 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is not deductible for income tax purposes. During 2021, the Company incurred $0.9 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the consolidated statements of operations. Aerosint’s results are included in the Company’s consolidated results for the period from June 24, 2021 to December 31, 2021. During that period, Aerosint’s revenues were $0.6 million and net loss was $0.4 million. Acquisition of Dental Arts Labs On July 30, 2021, the Company acquired Dental Arts Laboratories, Inc., (“Dental Arts Labs”), which expanded the Company’s portfolio in additive manufacturing within the healthcare industry. The purchase price was $26.0 million paid in cash. The Company also issued 1,190,468 restricted stock units with a grant date fair value of $11.0 million, which are subject to a four-year vesting period and continuing employment. The Company will recognize compensation expense for these restricted stock units over the vesting period. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to Dental Arts Labs’ tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 26,042 Total consideration transferred $ 26,042 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At July 30, 2021 Assets acquired: Cash and cash equivalents $ 858 Accounts receivable 3,707 Inventory 2,438 Prepaid expenses and other current assets 3,853 Property and equipment 8,643 Intangible assets 5,000 Other noncurrent assets 4,636 Total assets acquired $ 29,135 Liabilities assumed: Accounts payable $ 1,949 Current portion of lease liability 535 Accrued expenses and other current liabilities 1,795 Current portion of long‑term debt 3,888 Long‑term debt 3 Lease liability, net of current portion 3,762 Total liabilities assumed $ 11,932 Net assets acquired $ 17,203 Goodwill $ 8,839 Total net assets acquired $ 26,042 Subsequent to the acquisition date, the Company made a working capital adjustment to the preliminary purchase price allocation, which resulted in decrease to goodwill of $0.3 million. The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name $ 1,300 8.5 years Customer relationships 3,700 9.5 years Total intangible assets $ 5,000 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is deductible for income tax purposes. During 2021, the Company incurred $0.6 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the consolidated statements of operations. Dental Arts Labs’ results are included in the Company’s consolidated results for the period from July 30, 2021 to December 31, 2021. During that period, Dental Arts Labs’ revenues were $14.1 million and net loss was $0.3 million. Acquisition of A.I.D.R.O. On September 7, 2021, the Company purchased the entire corporate capital of A.I.D.R.O. Srl (“A.I.D.R.O.”). This acquisition expanded the Company’s parts production capabilities and application expertise in the hydraulics industry. The purchase price for the A.I.D.R.O. acquisition was $5.7 million paid in cash, of which $4.9 million was paid at closing and the remaining $0.8 million was deposited to an escrow account subsequent to March 31, 2022. The Company also issued 364,050 restricted stock units with a grant date fair value of $3.2 million, which are subject to a four-year vesting period and continuing employment. The Company will recognize compensation expense for these restricted stock units over the vesting period. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to A.I.D.R.O.’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 5,683 Total consideration transferred $ 5,683 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At September 7, 2021 Assets acquired: Cash and cash equivalents $ 855 Accounts receivable 966 Inventory 906 Prepaid expenses and other current assets 412 Property and equipment 691 Intangible assets 1,080 Other noncurrent assets 1,100 Total assets acquired $ 6,010 Liabilities assumed: Accounts payable $ 1,307 Current portion of lease liability 72 Accrued expenses and other current liabilities 508 Current portion of long-term debt, net of deferred financing costs 138 Long‑term debt 764 Lease liability, net of current portion 750 Deferred tax liability 75 Other noncurrent liabilities 228 Total liabilities assumed $ 3,842 Net assets acquired $ 2,168 Goodwill $ 3,515 Total net assets acquired $ 5,683 Subsequent to the acquisition date, the Company made a working capital adjustment to the preliminary purchase price allocation, which resulted in an immaterial increase to goodwill. The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name 142 4 years Customer relationships 938 15 years Total intangible assets $ 1,080 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is not deductible for income tax purposes. During 2021, the Company incurred $0.4 million of acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the consolidated statements of operations. A.I.D.R.O.’s results are included in the Company’s consolidated results for the period from September 7, 2021 to December 31, 2021. During that period, A.I.D.R.O.’s revenues were $1.7 million and net loss was $0.2 million. Acquisition of Brewer Dental On October 14, 2021, the Company acquired Larry Brewer Dental Lab, Inc. (“Brewer Dental”), which expanded the Company’s portfolio in additive manufacturing within the healthcare and dental industry. The purchase price was $7.6 million paid in cash, of which $7.0 million was paid at closing and the remaining $0.5 million will be paid 24 months after closing. The Company also issued 252,096 restricted stock units with a grant date fair value of $1.8 million, which are subject to a four-year vesting period and continuing employment. The Company will recognize compensation expense for these restricted stock units over the vesting period. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to Brewer Dental’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 7,613 Total consideration transferred $ 7,613 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At October 14, 2021 Assets acquired: Cash and cash equivalents $ 1,574 Accounts receivable 524 Inventory 226 Property and equipment 375 Intangible assets 2,630 Other noncurrent assets 706 Total assets acquired $ 6,035 Liabilities assumed: Accounts payable $ 34 Current portion of lease liability 87 Accrued expenses and other current liabilities 145 Lease liability, net of current portion 619 Total liabilities assumed $ 885 Net assets acquired $ 5,150 Goodwill $ 2,463 Total net assets acquired $ 7,613 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name 230 8 years Customer relationships 2,400 8 years Total intangible assets $ 2,630 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is deductible for income tax purposes. During 2021, the Company incurred immaterial acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the consolidated statements of operations. Brewer Dental’s results are included in the Company’s consolidated results for the period from October 14, 2021 to December 31, 2021. During that period, Brewer Dental’s revenues were $1.4 million and net income was $0.1 million. Acquisition of May Dental On October 29, 2021, the Company acquired May Dental Lab, Inc. (“May Dental”), which expanded the Company’s portfolio in additive manufacturing within the healthcare and dental industry. The aggregate purchase price was $12.5 million paid in cash, of which $11.8 million was paid at closing and the remaining $0.8 million will be paid 24 months after closing, subject to the Limited Liability Interest Purchase Agreement. The Company also issued 357,642 restricted stock units with a grant date fair value of $2.5 million, which are subject to a four-year vesting period and continuing employment. The Company will recognize compensation expense for these restricted stock units over the vesting period. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to My Dental’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 12,522 Total consideration transferred $ 12,522 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At October 29, 2021 Assets acquired: Cash and cash equivalents $ 230 Accounts receivable 677 Inventory 343 Prepaid expenses and other current assets 98 Property and equipment 495 Intangible assets 4,340 Other noncurrent assets 1,416 Total assets acquired $ 7,599 Liabilities assumed: Accounts payable $ 209 Current portion of lease liability 201 Accrued expenses and other current liabilities 255 Lease liability, net of current portion 1,216 Total liabilities assumed $ 1,881 Net assets acquired $ 5,718 Goodwill $ 6,804 Total net assets acquired $ 12,522 Subsequent to the acquisition date, the Company made a working capital adjustment to the preliminary purchase price allocation, which resulted in an immaterial increase to goodwill. The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name 3,900 9 years Customer relationships 440 10 years Total intangible assets $ 4,340 The goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of expanding the combined companies’ target markets both geographically and across industries. The goodwill recognized is deductible for income tax purposes. During 2021, the Company incurred immaterial acquisition-related and other transactional charges related to this acquisition, which are included in general and administrative expenses in the consolidated statements of operations. May Dental’s results are included in the Company’s consolidated results for the period from October 29, 2021 to December 31, 2021. During that period, May Dental’s revenues were $1.3 million and net loss was $0.1 million. Acquisition of ExOne On November 12, 2021, the Company acquired The ExOne Company and its affiliates (“ExOne”). The acquisition of ExOne extends the Company’s product platforms with complementary solutions to create a comprehensive portfolio combining throughput, flexibility, and materials breadth while allowing customers to optimize production based on their specific application needs. The Company acquired all of ExOne’s outstanding common stock for an aggregate purchase price of of ExOne in exchange for unvested ExOne stock options. The acquisition will be accounted for as a business combination using the acquisition method of accounting. The Company is currently finalizing the allocation of the purchase price and expects the purchase price to be allocated primarily to goodwill and intangible assets. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values assigned to ExOne’s tangible and intangible assets and liabilities assumed, and the related deferred tax assets and liabilities, are considered preliminary and are based on the information available at the date of the acquisition. The Company is in the process of finalizing its purchase price allocation, and the tax basis of the assets and liabilities acquired. This may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. Adjustments that impact the deferred tax liability recorded in the business combination could result in an increase or decrease in the Company’s recorded valuation allowance that will be recognized in the accompanying statement of operations. The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 201,399 Equity consideration 411,603 Total consideration transferred $ 613,002 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At November 12, 2021 Assets acquired: Cash and cash equivalents $ 119,068 Restricted cash - current 3,007 Accounts receivable 13,639 Inventory 27,200 Prepaid expenses and other current assets 5,165 Property and equipment 33,991 Intangible assets 82, |
CASH EQUIVALENTS AND SHORT-TERM
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 3 Months Ended |
Mar. 31, 2022 | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 5. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS The Company’s cash equivalents and short-term investments are invested in the following (in thousands): March 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 87,581 $ — $ — $ 87,581 Total cash equivalents 87,581 — — 87,581 Commercial paper 56,282 — — 56,282 Corporate bonds 16,140 — (32) 16,108 Government bonds 17,274 — (3) 17,271 Asset-backed securities 7,516 — (2) 7,514 Total short-term investments 97,212 — (37) 97,175 Total cash equivalents and short-term investments $ 184,793 $ — $ (37) $ 184,756 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 46,521 $ — $ — $ 46,521 Total cash equivalents 46,521 — — 46,521 Commercial paper 70,401 — — 70,401 Corporate bonds 65,645 — (28) 65,617 Government bonds 36,487 — (11) 36,476 Asset-backed securities 24,665 — (10) 24,655 Total short-term investments 197,198 — (49) 197,149 Total cash equivalents and short-term investments $ 243,719 $ — $ (49) $ 243,670 During the year ended December 31, 2021, the Company made a $20.0 million investment in equity securities of a publicly-traded company. The Company records this investment at fair value, which was $5.7 million as of March 31, 2022. Prior to the investment, the Company entered into a subscription agreement to purchase the investment, resulting in a subscription agreement liability which was derecognized upon investment. During the three months ended March 31, 2022, the Company recorded an unrealized loss due to the change in fair value of the equity securities of $1.7 million in interest and other (expense) income, net in the consolidated statements of operations. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 6. FAIR VALUE MEASUREMENTS The Company uses the following three-tier fair value hierarchy, which prioritizes the inputs used in measuring the fair values for certain of its assets and liabilities: Level 1 is based on observable inputs, such as quoted prices in active markets; Level 2 is based on inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3 is based on unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Items measured at fair value on a recurring basis include money market funds. The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands): March 31, 2022 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Items Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 87,581 $ — $ — $ 87,581 Commercial paper — 56,282 — 56,282 Corporate bonds — 16,108 — 16,108 Government bonds — 17,271 — 17,271 Asset-backed securities — 7,514 — 7,514 Equity securities 5,720 — — 5,720 Other investments — — 6,750 6,750 Total assets $ 93,301 $ 97,175 $ 6,750 $ 197,226 Liabilities: Contingent consideration $ — $ — $ 5,540 $ 5,540 Total liabilities $ — $ — $ 5,540 $ 5,540 December 31, 2021 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Items Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 46,521 $ — $ — $ 46,521 Commercial paper — 70,401 — 70,401 Corporate bonds — 65,617 — 65,617 Government bonds — 36,476 — 36,476 Asset-backed securities — 24,655 — 24,655 Equity securities 7,420 — — 7,420 Other investments — — 6,750 6,750 Total assets $ 53,941 $ 197,149 $ 6,750 $ 257,840 Liabilities: Contingent consideration $ — $ — $ 5,654 $ 5,654 Total liabilities $ — $ — $ 5,654 $ 5,654 The Company has determined that the estimated fair value of its corporate bonds and commercial paper are reported as Level 2 financial assets as they are based on model-driven valuations in which all significant inputs are observable, or can be derived from or corroborated by observable market data for substantially the full term of the asset. Equity securities include investments made via publicly-traded securities. The Company has determined that the estimated fair value of its equity securities is reported as Level 1 financial assets as they are based on quoted market prices in active markets for identical assets. During the three months ended March 31, 2022, the Company recognized a loss on investment of $1.7 million. Additionally, the Company recorded an initial subscription agreement liability of $0.5 million related to this investment and recognized a loss on the subscription agreement liability of $2.4 million during the year ended December 31, 2021. The initial subscription liability was recorded as a Level 3 liability as a result of the discount for lack of marketability. Upon investment, the liability was derecognized and the investment was recorded as a Level 3 investment because the equity securities were not registered for resale and a discount for lack of marketability was still applied. Subsequently, the securities were registered and the investment was transferred from Level 3 to Level 1. Other investments include investments made via convertible debt instruments totaling $6.8 million. The other investments are reported as a Level 3 financial asset because the methodology used to develop the estimated fair values includes significant unobservable inputs reflecting management’s own assumptions. Assumptions used in fair valuing convertible debt instruments include the rights and obligations of the notes the Company holds as well as the probability of a qualified financing event, acquisition, or change in control. During the three months ended March 31, 2022, the Company recognized no gain or loss on convertible debt instruments. During the three months ended March 31, 2021, the Company recognized an immaterial gain on convertible debt instruments in interest and other (expense) income, net in the condensed consolidated statements of operations. The fair value of the Private Placement Warrants is estimated using the Black-Scholes option pricing model and is classified as a Level 3 financial instrument. The significant assumptions used in the model were the Company’s stock price, exercise price, expected term, volatility, interest rate, and dividend yield. During the three months ended March 31, 2022 and 2021, the Company recognized no gain or loss and a loss of $56.6 million, respectively, on the Private Placement Warrants. The Private Placement Warrants were all exercised as of March 2, 2021. The contingent consideration liability was valued using a Monte Carlo simulation in a risk-neutral framework as well as a scenario based approach (both special cases of the income approach), based on key inputs that are not all observable in the market and is classified as a Level 3 liability. The Company assesses the fair value of the contingent consideration liability at each reporting period, with any subsequent changes to the fair value of the liability reflected in the condensed consolidated statement of operations until the liability is settled. During the three months ended March 31, 2022, the Company recognized a change in fair value of contingent consideration of There were no transfers between fair value measure levels during the three months ended March 31, 2022 and 2021. The following table presents information about the Company’s movement in Level 3 assets measured at fair value (in thousands): Three Months Ended March 31, 2022 2021 Balance at beginning of period $ 6,750 $ 3,000 Changes in fair value — 25 Balance at end of period $ 6,750 $ 3,025 The following table presents information about the Company’s movement in Level 3 liabilities measured at fair value (in thousands): Three Months Ended March 31, 2022 2021 Balance at beginning of period $ 5,654 $ 93,328 Changes in fair value (114) 56,576 Exercise of private placement warrants — (149,904) Balance at end of period $ 5,540 $ — |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2022 | |
ACCOUNTS RECEIVABLE | |
ACCOUNTS RECEIVABLE | 7. ACCOUNTS RECEIVABLE The components of accounts receivable are as follows (in thousands): March 31, December 31, 2022 2021 Trade receivables $ 37,738 $ 47,352 Allowance for doubtful accounts (1,077) (665) Total accounts receivable $ 36,661 $ 46,687 The following table summarizes activity in the allowance for doubtful accounts (in thousands): March 31, December 31, 2022 2021 Balance at beginning of period $ 665 $ 500 Provision for uncollectible accounts, net of recoveries 419 447 Uncollectible accounts written off (7) (282) Balance at end of period $ 1,077 $ 665 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2022 | |
INVENTORY | |
INVENTORY | 8. INVENTORY Inventory consists of the following (in thousands): March 31, December 31, 2022 2021 Raw materials $ 32,657 $ 24,887 Work in process 9,163 8,875 Finished goods: Deferred cost of sales 6,983 6,999 Manufactured finished goods 33,073 24,638 Total finished goods 40,056 31,637 Total inventory $ 81,876 $ 65,399 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consists of the following (in thousands): March 31, December 31, 2022 2021 Prepaid operating expenses 12,542 11,961 Prepaid taxes 1,692 1,981 Prepaid dues and subscriptions 2,542 1,889 Prepaid insurance 3,895 492 Government grants receivable 269 226 Prepaid rent 192 178 Other 1,314 1,481 Total prepaid expenses and other current assets $ 22,446 $ 18,208 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 10. PROPERTY AND EQUIPMENT Property and equipment, net consists of the following (in thousands): March 31, December 31, 2022 2021 Equipment $ 45,341 $ 42,892 Land and buildings 16,804 17,214 Automobiles 1,080 905 Furniture and fixtures 1,532 1,844 Computer equipment 2,102 1,725 Tooling 2,050 2,000 Software 2,313 2,346 Leasehold improvements 15,965 15,263 Construction in process 2,738 4,185 Property and equipment, gross 89,925 88,374 Less: accumulated depreciation (31,843) (29,664) Total property and equipment, net $ 58,082 $ 58,710 Depreciation and amortization expense was $3.1 million for the three months ended March 31, 2022. Depreciation and amortization expense was $1.5 million for the three months ended March 31, 2021. |
GOODWILL & INTANGIBLE ASSETS
GOODWILL & INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
GOODWILL & INTANGIBLE ASSETS | |
GOODWILL & INTANGIBLE ASSETS | 11. GOODWILL & INTANGIBLE ASSETS The carrying amount of goodwill at March 31, 2022 and December 31, 2021 was $630.0 million and Goodwill Balance at December 31, 2020 $ 2,252 Acquisition of EnvisionTEC 195,688 Acquisition of Adaptive3D 35,113 Acquisition of Aerosint 14,581 Acquisition of Dental Arts Labs 8,839 Acquisition of A.I.D.R.O. 3,515 Acquisition of Brewer Dental 2,463 Acquisition of May Dental 6,782 Acquisition of ExOne 374,636 Foreign currency translation adjustment (4,568) Balance at December 31, 2021 $ 639,301 May Dental working capital adjustment 23 Foreign currency translation adjustment (9,302) Balance at March 31, 2022 $ 630,022 The Company has no accumulated impairment losses on goodwill. Intangible assets consisted of the following (in thousands): March 31, 2022 December 31, 2021 Weighted Average Gross Net Gross Net Remaining Useful Carrying Accumulated Carrying Carrying Accumulated Carrying Lives (in years) Amount Amortization Amount Amount Amortization Amount Acquired technology 9.0 $ 197,828 $ 17,833 $ 179,995 $ 198,631 $ 11,421 $ 187,210 Trade name 10.7 12,469 1,106 11,363 12,475 684 11,791 Customer relationships 10.5 68,673 9,156 59,517 69,127 6,296 62,831 Capitalized software 1.3 518 393 125 518 366 152 Total intangible assets $ 279,488 $ 28,488 $ 251,000 $ 280,751 $ 18,767 $ 261,984 The Company recognized $9.8 million of amortization expense during the three months ended March 31, 2022. The Company recognized $2.3 million of amortization expense during the three months ended March 31, 2021. Statement of Amortization Amortization Operations Expense Expense Category Line Item March 31, 2022 March 31, 2021 Acquired technology Cost of Sales $ 5,990 $ 1,091 Acquired technology Research and Development 443 506 Trade name General and Administrative 422 80 Customer relationships Sales and Marketing 2,902 621 Capitalized software Research and Development 27 45 $ 9,784 $ 2,343 The Company expects to recognize the following amortization expense (in thousands): Amortization Expense 2022 (remaining 9 months) $ 29,340 2023 42,010 2024 42,072 2025 39,562 2026 29,707 2027 and after 68,309 Total intangible amortization $ 251,000 |
OTHER NONCURRENT ASSETS
OTHER NONCURRENT ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
OTHER NONCURRENT ASSETS | |
OTHER NONCURRENT ASSETS | 12. OTHER NONCURRENT ASSETS The following table summarizes the Company’s components of other noncurrent assets (in thousands): March 31, December 31, 2022 2021 Right of use asset $ 24,288 $ 17,794 Long-term deposits 644 390 Other investments 6,750 6,750 Other 461 546 Total other noncurrent assets $ 32,143 $ 25,480 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 13. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s components of accrued expenses and other current liabilities (in thousands): March 31, December 31, 2022 2021 Compensation and benefits related $ 12,153 $ 17,124 Professional services 4,185 2,659 Warranty reserve 3,727 4,048 Franchise and royalty fees 2,108 2,035 Current portion of contingent consideration 2,944 1,471 Inventory purchases 2,440 1,072 Commissions 366 849 Income tax payable 171 233 Sales and use and franchise taxes 298 274 Other 3,223 4,064 Total accrued expenses and other current liabilities $ 31,615 $ 33,829 As of March 31, 2022, and December 31, 2021, the Company has recorded $3.7 million and $4.0 million, respectively, of warranty reserve within accrued expenses and other current liabilities in the condensed consolidated balance sheets. Warranty reserve consisted of the following (in thousands): March 31, December 31, 2022 2021 Warranty reserve, at the beginning of the period $ 4,048 $ 1,553 Warranty reserve assumed in acquisition — 1,389 Additions to warranty reserve 28 2,576 Claims fulfilled (349) (1,470) Warranty reserve, at the end of the period $ 3,727 $ 4,048 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
DEBT | |
DEBT | 14. DEBT Term Loan PPP Loans Bank Debt— . Payments of principal and interest are made quarterly. During the three months ended March 31, 2022, the Company paid Equipment Financing Agreement— Deferred Financing Costs |
OTHER NONCURRENT LIABILITIES
OTHER NONCURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
OTHER NONCURRENT LIABILITIES | |
OTHER NONCURRENT LIABILITIES | 15. OTHER NONCURRENT LIABILITIES The following table summarizes the Company’s components of other noncurrent liabilities (in thousands): March 31, December 31, 2022 2021 Taxes payable $ 1,034 $ 1,034 Acquisition consideration 1,750 1,750 Other 381 386 Total other noncurrent liabilities $ 3,165 $ 3,170 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
LEASES | 16. LEASES Lessee At March 31, 2022, the Company recorded $24.3 million as a right of use asset and $24.5 million as an operating lease liability. At December 31, 2021, the Company recorded $17.8 million as a right of use asset and $17.8 million as an operating lease liability. The Company assesses its right of use asset and other lease-related assets for impairment. There were no impairments recorded related to these assets during the three months ended March 31, 2022 and the year ended December 31, 2021. The Company reviews all supplier, vendor, and service provider contracts to determine whether any service arrangements contain a lease component. The Company identified two service agreements that contain an embedded lease. The agreements do not contain fixed or minimum payments, and the variable lease expense was immaterial during the three months ended March 31, 2022 and 2021. Information about other lease-related balances is as follows (in thousands): Three Months Ended March 31, 2022 2021 Lease cost Operating lease cost $ 1,460 $ 323 Finance lease cost 19 — Short‑term lease cost 70 22 Variable lease cost 61 39 Total lease cost $ 1,610 $ 384 Other Information Operating cash flows used in operating leases $ 1,464 $ 244 Operating cash flows used in finance leases 21 — Weighted‑average remaining lease term—operating leases (years) 3.5 2.9 Weighted‑average remaining lease term—finance leases (years) 7.6 — Weighted‑average discount rate—operating leases 3.9 % 5.5 % Weighted‑average discount rate—finance leases 1.5 % — % The rate implicit in the lease is not readily determinable in most of the Company’s leases, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Future minimum lease payments under noncancelable operating leases, including immaterial future minimum lease payments under finance leases, at March 31, 2022, are as follows (in thousands): Operating Leases Finance Leases 2022 (remaining 9 months) $ 4,633 $ 63 2023 5,790 84 2024 4,386 80 2025 3,681 79 2026 3,427 79 2027 and after 5,267 351 Total lease payments 27,184 736 Less amount representing interest (2,685) (53) Total lease liability 24,499 683 Less current portion of lease liability (5,264) (62) Lease liability, net of current portion $ 19,235 621 In February 2022, the Company amended its existing facility lease for the ExOne European headquarters and operating facility in Gersthofen, Germany, extending the lease term set to expire in December 2022 through December 2027, with the option to extend for two additional five-year extension periods. The rent is fixed through December 31, 2024 for an aggregate annual rent totaling $1.7 million, plus applicable taxes and is subject to adjustment on an annual basis thereafter (in accordance with the consumer price index for Germany) through December 31, 2027. In March 2022, the Company entered into a lease for new office, light manufacturing and research and development space for Adaptive 3D in Richardson, Texas. The commencement date for the lease is August 1, 2022. The rent is fixed through July 31, 2030 for an aggregate annual rent totaling million, plus taxes and operating expenses. The Company has an option to terminate the lease, for a termination fee, at the end of the fifth year of the lease. The Company also has the option to renew the lease for consecutive Lessor The Company leases machinery and equipment to customers (principally 3D printing machines and related equipment) under lease arrangements classified as either operating leases or sales-type leases. At March 31, 2022, the Company estimated that the total fair market value approximated the related net book value of the machinery and equipment held under the Company’s operating lease arrangements. The Company’s net investment in sales-type lease arrangements at March 31, 2022 is immaterial and is recorded in prepaid expense and other current assets in the consolidated balance sheets. There was no net investment in sales-type lease arrangements at March 31, 2021. The Company recognized the following components under operating and sales-type lease arrangements in the accompanying consolidated statements of operations and comprehensive loss for the periods indicated: Three Months Ended March 31, 2022 2021 Operating Sales-type Operating Sales-type Revenue $ 192 — $ — — Interest Income (1) — 9 — — (1) The Company’s net investment in sales-type leases consisted of the following: Three Months Ended March 31, 2022 2021 Future minimum lease payments receivable $ 1,184 $ — Less: Allowance for doubtful accounts (523) — Net future minimum lease payments receivable 661 — Less: Unearned interest income (30) — Net investment in sales-type leases $ 631 $ — The Company did not record any provisions for bad debt related to lessees during the three months ended March 31, 2022. Future minimum lease receipts of non-cancellable operating and sales-type lease arrangements as of March 31, 2022 were as follows: Operating Sales-type 2022 $ 243 $ 632 2023 211 463 2024 37 45 2025 9 44 2026 — — Thereafter — — Total minimum lease payments $ 500 $ 1,184 Less: Allowance for doubtful accounts (523) Less: Present value discount (30) Future minimum lease payments receivable $ 631 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any current legal proceedings will have a material adverse impact on the Company’s condensed consolidated financial statements. Between September 2021 and the closing of the ExOne Merger on November 12, 2021, twelve putative class action complaints were filed by purported ExOne shareholders against ExOne and the former ExOne Board of Directors alleging violations of federal securities laws in connection with the S-4 filed by ExOne for the ExOne Merger. All have been dismissed. On November 8, 2021, another purported stockholder, Leo Lissoq Goldstein, filed a Section 220 complaint in Delaware Chancery Court against ExOne (Goldstein v. The ExOne Company, Case No. 2021-0958-KSJM). Mr. Goldstein seeks to discover certain books and records of the company related to the ExOne Merger purportedly in order to investigate, among other things, the events leading up to and the disclosures made in connection with the ExOne Merger. Mr. Goldstein has also moved to intervene and stay the Campanella action, discussed below, until his Section 220 action is complete. On November 22, 2021, purported stockholder Pietro Campanella filed a class action lawsuit against ExOne, Desktop Metal, Inc., and former ExOne directors and officers alleging breach of fiduciary duties and aiding and abetting breach of fiduciary duties in connection with the ExOne Merger (Campanella v. The ExOne Company et al., Case No. 2021-1013, Case No. 2021-1013-LWW). In particular, Mr. Campanella alleges that ExOne’s proxy statement and supplemental disclosures did not adequately disclose information related to a whistleblower investigation at one of Desktop Metal’s subsidiaries, EnvisionTEC, and the resignation of EnvisionTEC’s CEO. On December 21, 2021, January 14, 2022, February 2, 2022 and February 22, 2022, four alleged shareholders of Desktop Metal stock filed purported securities class action complaints in the United States District Court for the District of Massachusetts. (Luongo v. Desktop Metal, D. Mass., Case No. 1:21-cv-12099-IT; Hathaway v. Desktop Metal, D. Mass., Case No. 1:22-cv-10059-IT; Guzman-Martinez v. Desktop Metal, D. Mass, Case No. 1:22-cv-10173, Xie v. Desktop Metal, Case No. 1:22-cv-10297-IT). Each complaint alleges that Desktop Metal and certain of its officers and directors violated Sections 10(b) and 20(a) of the Securities and Exchange Act by making false or misleading statements regarding EnvisionTEC’s manufacturing and product compliance practices and procedures. On February 4, 2022, the court issued an order consolidating the first three District of Massachusetts securities class actions. The Company believes that these complaints are all without merit and intends to defend against them vigorously. Commitments The Company has entered into legally binding agreements with certain suppliers to purchase materials used in the manufacturing of the Company’s products. As of March 31, 2022, the Company had outstanding purchase orders with contract manufacturers in the amount of $52.7 million which are not included in the condensed consolidated balance sheets. The Company has also entered into licensing and royalty agreements with certain manufacturing and software companies and universities related to the use of patented technology. Under the terms of each agreement, the Company has made initial, one-time payments of $0.3 million and is obligated to pay a set percentage, ranging from 1.0% - 13%, of all consideration received by the Company for sales of related products and services, until the agreements are terminated at various dates through 2037. The Company’s aggregate minimum annual commitment under these contracts is $0.3 million. During the three months ended March 31, 2022 and 2021, the Company recorded immaterial licensing and royalty fees. As a result of the acquisition of ExOne, the Company assumed short-term financial guarantees and letters of credit. Within the Company’s normal course of operations, it issues these short-term financial guarantees and letters of credit through a credit facility with a German bank to third parties in connection with certain commercial transactions requiring security. The credit facility provides a capacity amount of $4.0 million for the issuance of financial guarantees and letters of credit for commercial transactions requiring security. The credit facility does not require cash collateral for the issuance of financial guarantees and letters of credit for commercial transactions requiring security for amounts up to At March 31, 2022, total outstanding financial guarantees and letters of credit issued by the Company under the credit facility were $2.7 million, of which $0.6 million have expiration dates ranging from May 2022 to March 2023, and the remaining $2.1 million with no expiration date. At March 31, 2022, cash collateral of $1.6 million was required for financial guarantees and letters of credit issued under the credit facility, and is included in current portion of restricted cash in the consolidated balance sheets. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 18. INCOME TAXES The Company’s provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on its deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized. During the three months ended March 31, 2022 and 2021, the Company recorded an income tax benefit of $1.3 million and $27.9 million, respectively. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s consolidated financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the consolidated financial statements carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company has provided a full valuation allowance against the net deferred tax assets as the Company has determined that it was more likely than not that the Company would not realize the benefits of federal and state net deferred tax assets. The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount associated with uncertain tax positions are recorded as a component of income tax expense. As of March 31, 2022, the Company has accrued uncertain tax positions of approximately $1.0 million related to the EnvisionTEC acquisition. The amounts relate to U.S. state and foreign tax positions. Included in the balance of unrecognized tax benefits as of March 31, 2022 are amounts that, if recognized, would impact the effective tax rate. As of December 31, 2021, the company accrued uncertain tax positions of approximately $1.0 million related to the EnvisionTEC acquisition. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | 19. STOCKHOLDERS’ EQUITY As of March 31, 2022, the Company’s authorized shares consisted of 500,000,000 shares of Common Stock, $0.0001 par value and 50,000,000 shares of Preferred Stock, $0.0001 par value (the “Preferred Stock”). During 2015, the Company issued 34,010,977 shares of Common Stock to the initial founders and certain employees of the Company at a purchase price of $0.0001 per share. These shares are fully vested. Trine Warrants In Trine’s initial public offering, it sold units at a price of $10.00 per unit, which consisted of one share of Common Stock, $0.0001 par value, and one The Warrant Agreement, dated as of March 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company also obligated the Company to use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants, and to cause the same to become effective and remain effective while the Public Warrants remain outstanding. On February 4, 2021, the Company’s registration statement covering such shares became effective. Simultaneously with the consummation of Trine’s initial public offering, Trine Sponsor IH, LLC (the “Sponsor”) purchased an aggregate of 8,503,000 warrants to purchase one share of Common Stock at an exercise price of $11.50 (the “Private Placement Warrants”) at a price of $1.00 per warrant ($8,503,000) in the aggregate in a private placement. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants are not redeemable by Desktop Metal, and may be exercised for cash or on a cashless basis so long as they are held by the Sponsor or any of its permitted transferees. Additionally, pursuant to the terms of the amended and restated registration rights agreement entered in connection with the Business Combination, the Sponsor had the right to have the resale of the shares of Common Stock acquired upon exercise of the Private Placement Warrants registered under the Securities Act. On February 4, 2021, the Company’s registration statement covering such shares became effective. On February 24, 2020, Trine issued an unsecured promissory note (the “2020 Note”) to the Sponsor. The 2020 Note bore no interest and was repayable in full upon consummation of the Business Combination. The Sponsor had the option to convert any unpaid balance of the 2020 Note into warrants equal to the principal amount of the 2020 Note so converted divided by $1.00. Upon closing of the Business Combination, the 2020 Note was converted into a Private Placement Warrant for 1,500,000 shares of Common Stock, with an exercise price of $11.50. The terms of these warrants are identical to the terms of the Private Placement Warrants. Pursuant to the terms of the amended and restated registration rights agreement entered in connection with the Business Combination, the Sponsor had the right to have the resale of the shares of Common Stock acquired upon exercise of such warrant registered under the Securities Act. On February 4, 2021, the Company’s registration statement covering such shares became effective. The Company’s Private Placement Warrants are classified as liabilities, and are measured at fair value through earnings. During the three months ended March 31, 2022, the Company recorded no gain or loss related to the change in fair value of the private placement warrants. During the three months ended March 31, 2021, the Company recorded a $56.6 million loss related to the change in fair value of the Private Placement Warrants, which were remeasured through the date of each exercise, calculated using the Black-Scholes warrant pricing model with the following assumptions: Three Months Ended March 31, 2021 Risk‑free interest rate 0.4% – 0.6 % Expected volatility 55.0 % Expected life (in years) 4.8 Expected dividend yield — Fair value of Common Stock $ 19.82 – 30.49 Exercise price $ 11.50 All of the Private Placement Warrants were exercised on a cashless basis prior to March 2, 2021, and an aggregate of 5,850,346 shares of the Company’s Common Stock were issued in connection with these exercises. Effective March 2, 2021, all Private Placement Warrants were exercised. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
STOCK BASED COMPENSATION | |
STOCK BASED COMPENSATION | 20. STOCK BASED COMPENSATION In 2015, the Board of Directors approved the adoption of the 2015 stock incentive plan (the “2015 Plan”). The 2015 Plan allowed for the award of incentive and nonqualified stock options, restricted stock, and other stock-based awards to employees, officers, directors, consultants, and advisers of the Company. Awards could be made under the 2015 Plan for up to 26,283,789 shares of Common Stock. Option awards expire 10 years from the grant date and generally vest over four years; however, vesting conditions can vary at the discretion of our Board of Directors. As part of the acquisition of Make Composites, Inc. (“Make”) in 2019, the Company assumed the 2018 equity incentive plan of Make (the “Make Plan”). The Make Plan allows for the award of incentive and nonqualified stock options and warrants for those employees and contractors that were hired as part of the acquisition. The Make Plan allowed for 232,304 options and warrants to be issued, which were issued in 2019, with no additional options to be issued in the future. Option awards expire 10 years from the grant date and generally vest over four years; however, vesting conditions can vary at the discretion of our Board of Directors. In December 2020, the Board of Directors and stockholders of the Company approved the adoption of the 2020 Incentive Award Plan (the “2020 Plan” and together with the 2015 Plan and the Make Plan, the “Plans”), which became effective on the date of the Business Combination. Upon effectiveness of the 2020 Plan, the Company ceased granting new awards under the 2015 Plan. The 2020 Plan allows for the award of incentive and nonqualified stock options, restricted stock, and other stock-based awards to employees, officers, directors, consultants, and advisers of the Company. The number of shares of common stock initially available for issuance under the 2020 Plan was 12,400,813 shares of common stock plus the number of shares subject to awards outstanding under the 2015 Plan that expire, lapse, terminate, or are exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited. In addition, the number of shares of common stock available for issuance under the 2020 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2030 equal to the lesser of (i) 5% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Board of Directors. On January 1, 2022, 15,573,698 shares were added as available for issuance to the 2020 Plan. Stock Options The Company grants stock options at exercise prices deemed by the Board of Directors to be equal to the fair value of the Common Stock at the time of grant. The fair value of Common Stock has been determined by the Board of Directors of the Company at each stock option measurement date based on a variety of different factors, including the results obtained from independent third-party appraisals, the Company’s consolidated financial position and historical financial performance, the status of technological development within the Company, the composition and ability of the current engineering and management team, an evaluation and benchmark of the Company’s competition, the current climate in the marketplace, the illiquid nature of the Common Stock, arm’s-length sales of the Company’s capital stock, and the prospects of a liquidity event, among others. In July 2020 in order to incentivize and retain personnel, the Company repriced certain unvested stock options held by employees to have an exercise price equal to the then-current fair market value of its Common Stock. Vested awards were not eligible for repricing. Employees were allowed to opt out of the repricing of unvested stock options by providing notice to the Company within thirty days following the repricing. If an employee did not opt out of the repricing, all unvested options held by such employee were repriced and subject to a new vesting schedule. Repriced options vest over a period of four years from the date of the repricing, with one-year cliff vesting and monthly vesting thereafter, provided service with the Company is not terminated. The repricing affected 116 employees, at an incremental compensation cost of $3.6 million to the Company, which will be recognized over the vesting period. During the three months ended March 31, 2022 and 2021, the Company did not grant any options to purchase shares of Common Stock to employees or non-employees. Performance-Based Stock Options (included above) During the year ended December 31, 2020, 560,256 performance-based stock options were granted to key employees of the Company. These awards vest upon the achievement of certain performance milestones by the Company and prescribed service milestones by the employee. During the year ended December 31, 2021, 83,958 performance-based stock options were forfeited due to employee termination. During the three months ended March 31, 2022, no performance-based stock options vested or were forfeited Assumed Stock Options In connection with the acquisition of ExOne, the Company assumed 86,020 unvested stock options which are considered post-combination expense and were valued using the Black-Scholes option-pricing model with the following assumptions: As of November 12, 2021 Risk‑free interest rate 0.5% – 0.8 Expected volatility 57.2% – 59.4 % Expected life (in years) 1.0 – 2.8 Expected dividend yield — Fair value of Common Stock $ 8.61 The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the related stock options. The expected life of stock options was calculated using the average of the contractual term of the option and the weighted-average vesting period of the option, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company has not paid a dividend and is not expected to pay a dividend in the foreseeable future. Expected volatility for the Common Stock was determined based on an average of the historical volatility of a peer group of similar public companies. The option activity of the Plans for the three months ended March 31, 2022, is as follows (shares in thousands): Weighted-Average Weighted-Average Remaining Aggregate Number of Exercise Price Contractual Term Intrinsic Value Shares per Share (in years) (in thousands) Outstanding at January 1, 2022 13,249 $ 1.73 7.23 $ 42,775 Granted — $ Exercised (787) $ 1.14 Forfeited/expired (283) $ 1.68 Outstanding at March 31, 2022 12,179 $ 1.77 7.06 $ 36,302 Options vested at March 31, 2022 8,001 $ 1.91 6.47 $ 22,710 Options vested or expected to vest at March 31, 2022 11,652 $ 1.78 7.01 $ 40,852 The aggregate intrinsic value of options exercised during the three months ended March 31, 2022 and 2021, was $2.5 million and $0.1 million, respectively. The total stock- based compensation expense related to stock options during the three months ended March 31, 2022 and March 31, 2021 was $0.9 million and $1.2 million, respectively. Total unrecognized stock-based compensation expense related to unvested stock options at March 31, 2022 aggregated $6.9 million and is expected to be recognized over a weighted-average period of 2.2 years. Restricted Stock Awards In connection with acquisitions, the Company has granted restricted stock awards (“RSAs”) that are considered post-combination expense and accounted for as stock-based compensation as the shares vest. The activity for stock subject to vesting as of March 31, 2022 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2022 264 $ 7.79 Cancelled/Forfeited (5) $ 8.78 Vested (84) $ 6.90 Balance of unvested shares as of March 31, 2022 175 $ 7.79 The total stock-based compensation expense related to RSAs during the three months ended March 31, 2022 and 2021 was $0.4 million and $0.2 million, respectively. As of March 31, 2022, the total unrecognized stock-based compensation expense related to unvested RSAs aggregated $1.5 million, and is expected to be recognized over a weighted-average period of 1.9 years. Restricted Stock Units Restricted Stock Units (“RSUs”) awarded to employees and non-employees generally vest over four years from the anniversary date of the grant, with one-year cliff vesting and quarterly vesting thereafter, provided service with the Company is not terminated. The fair value of RSUs is equal to the estimated fair market value of the Company’s Common Stock on the date of grant. RSU activity under the 2020 Plan for the three months ended March 31, 2022 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2022 16,395 $ 7.54 Granted 5,527 $ 4.20 Vested (520) $ 13.41 Cancelled/Forfeited (392) $ 11.09 Balance of unvested shares as of March 31, 2022 21,010 $ 6.44 The total stock-based compensation expense related to RSUs during the three months ended March 31, 2022 and 2021 was $8.6 million and $0.8 million, respectively. Total unrecognized compensation costs related to unvested RSUs at March 31, 2022 was approximately $112.1 million and is expected to be recognized over a period of 3.3 years. RSUs include awards that vest subject to certain performance and market-based criteria. Performance-Based Restricted Stock Units (included above) During the year ended December 31, 2021, 670,000 performance-based RSUs were granted to key employees of the Company. These awards vest upon the achievement of certain performance milestones by the Company and prescribed service milestones by the employee. No performance-based RSUs vested during the year ended December 31, 2021. 120,000 awards were forfeited during the year ended December 31, 2021 due to performance milestones not being achieved. No performance-based RSUs vested or were forfeited During the year ended December 31, 2020, 124,300 performance-based RSUs were granted to a key employee of the Company. This award vests upon the achievement of certain performance milestones by the Company and prescribed service milestones by the employee. None of these performance-based RSUs vested during the year ended December 31, 2021 or during the three months ended March 31, 2022. As of March 31, 2022, 124,300 performance based RSUs remain outstanding. Market-Based Restricted Stock Units (included above) In October 2021 the Compensation Committee of the Company’s Board of Directors awarded certain executive officers a total of up to 9,070,269 market-based RSUs. These RSUs will vest and result in the issuance of shares of Common Stock based on continuing employment and the achievement of certain market conditions set by the Company. The Company used a Monte Carlo simulation model to estimate the grant-date fair value of the RSUs granted in October 2021. The fair value is recorded as stock compensation expense in the consolidated statements of operations over the period from the date of grant to October 2026 regardless of the actual outcome achieved. The table below sets forth the assumptions used to value the market-based awards and the estimated grant-date fair value: October 2021 Awards Risk-free interest rate 1.3 % Expected dividend yield — % Remaining performance period (in years) 7.0 Expected volatility 55.0 % Estimated grant date fair value (per share) $ 0.98 – 4.95 Target performance (number of shares) 9,070,269 During the year ended December 31, 2021, one of the executive officers resigned from the Company, forfeiting his market-based RSU. The service condition was not met prior to his resignation, so no stock-based compensation expense was recorded for this award. No market-based RSUs vested or were forfeited Liability-Classified Share-Based Arrangement During the year ended December 31, 2021, the Compensation Committee of the Company’s Board of Directors provided performance goals and achievement criteria to certain key employees. If these performance criteria are met, the Company has committed to issue RSUs with a target fair value of $8.5 million on the future grant date. The awards will vest upon prescribed service milestones of the employee subsequent to the achievement of the specified performance criteria. As of March 31, 2022, there is no fair value associated with these awards as the achievement of the performance criteria has not yet been deemed probable. The liability-classified awards have been excluded from the potentially dilutive securities table. Stock-Based Compensation Expense Total stock-based compensation expense related to all of the Company’s stock-based awards granted is reported in the consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 4,720 $ 916 General and administrative expense 3,420 839 Sales and marketing expense 1,285 345 Cost of sales 487 117 Total stock-based compensation expenses $ 9,912 $ 2,217 There were 20,115,713 shares available for award under the 2020 Plan at March 31, 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS As a result of the acquisition of EnvisionTEC, the Company entered into certain agreements with entities affiliated with Mr. El Siblani, a former director and executive officer of the Company. As of December 31, 2021, these entities were no longer considered related parties to the Company. The Company is the lessee in a lease agreement with ATMRE, LLC, a leasing company, in which Mr. El Siblani is the sole member, for the Dearborn, Michigan facility utilized by EnvisionTEC. This lease extends through December 31, 2023. As of March 31, 2021, the Company recorded $0.5 million of right of use asset and lease liability . During the three months ended March 31, 2021, the Company paid immaterial lease expense to AMTRE, LLC. The Company’s annual commitment to AMTRE, LLC is $0.2 million. The Company is the lessee in a lease agreement JES Besitzgesellschaft GmbH, a leasing company that is controlled by members of the immediate family of Mr. El Siblani, for facilities located in Gladbeck, Germany utilized by EnvisionTEC. As of March 31, 2021, the Company recorded $0.2 million of right of use asset and lease liability . During the three months ended March 31, 2021, the Company paid immaterial lease expense to JES Besitzgesellschaft GmbH. The Company’s annual commitment to JES Besitzgesellschaft GmbH is $0.1 million. The Company is the lessee in a lease agreement with Sitraco (UK) Limited, a leasing company that is controlled by Mr. El Siblani, for an additional facility located in Gladbeck, Germany utilized by EnvisionTEC. As of March 31, 2021, the Company recorded $0.2 million of right of use asset and lease liability . During the three months ended March 31, 2021, the Company paid immaterial lease expense to Sitraco (UK) Limited. The Company’s annual commitment to Sitraco (UK) Limited is $0.1 million. The Company has a distribution agreement with Sibco Europe Ltd., a distributor based out of the United Kingdom. Mr. El Siblani is Managing Director of and sole shareholder of Sibco Europe Ltd. The Company did not have any sales to Sibco Europe Ltd. during the three months ended March 31, 2021. In addition, Sibco Europe Ltd. provides sales and marketing support for EnvisionTEC GmbH. As of March 31, 2021, the Company did not have accounts receivable or accounts payable due to or from Sibco Europe Ltd. The Company also has an agreement with E3D Technology, a wholly-owned subsidiary of Sibco Europe Ltd., for services including research and development, maintenance, and marketing services. As part of the agreement, the Company also pays a fee for overhead at the facilities where these contracted services are being performed. During the three months ended March 31, 2021, the Company paid immaterial service expense to E3D Technology. As a result of the acquisition of Dental Arts Labs, the Company assumed certain lease agreements with a related party for facilities in Peoria, Illinois used for research and development and administrative purposes. As of March 31, 2022, the Company recorded $3.5 million of right of use asset and lease liability . During the three months ended March 31, 2022, the Company paid lease expense of $0.1 million to the related party. The Company’s annual commitment related to these lease agreements is $0.6 million. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 22. SEGMENT INFORMATION In its operation of the business, management, including the Company’s chief operating decision maker, who is also Chief Executive Officer, reviews the business as one segment. The Company currently ships its product to markets in the Americas, Europe Middle East and Africa (“EMEA”), and Asia Pacific (“APAC”). Disaggregated revenue data for those markets is as follows (in thousands): Revenue for the three months ended March 31, 2022 Americas EMEA APAC Total Products $ 27,929 $ 8,593 $ 2,954 $ 39,476 Services 2,806 1,200 224 4,230 Total $ 30,735 $ 9,793 $ 3,178 $ 43,706 Revenue for the three months ended March 31, 2021 Americas EMEA APAC Total Products $ 5,854 $ 2,526 $ 1,931 $ 10,311 Services 705 215 82 1,002 Total $ 6,559 $ 2,741 $ 2,013 $ 11,313 During the three months ended March 31, 2022 and 2021, the Company recognized the following revenue from service contracts and cloud-based software licenses over time, and hardware and consumable product shipments and subscription software at a point in time (in thousands): Three Months Ended March 31, 2022 2021 Revenue recognized at a point in time $ 39,476 $ 10,311 Revenue recognized over time 4,230 1,002 Total $ 43,706 $ 11,313 The Company’s operations are principally in the United States. The locations of long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, are summarized as follows (in thousands): March 31, December 31, 2022 2021 Americas $ 57,703 $ 58,355 EMEA 18,296 11,289 APAC 6,371 6,861 Total long-lived assets $ 82,370 $ 76,505 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 23. NET LOSS PER SHARE The Company computes basic loss per share using net loss attributable to Common Stockholders and the weighted-average number of Common Stock shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. Three Months Ended March 31, (in thousands, except per share amounts) 2022 2021 Numerator for basic and diluted net loss per share: Net loss $ (69,944) $ (59,108) Denominator for basic and diluted net loss per share: Weighted-average shares 312,017 238,244 Net loss per share—Basic and Diluted $ (0.22) $ (0.25) The Company’s potential dilutive securities, which include outstanding Common Stock options, unvested restricted stock units, unvested restricted stock awards and outstanding Common Stock warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding as of March 31, 2022 and 2021, from the computation of diluted net loss per share attributable to common stockholders because including them would have an anti-dilutive effect (in thousands): Three Months Ended March 31, 2022 2021 Common Stock options outstanding 12,179 19,378 Unvested restricted stock units outstanding 21,010 918 Unvested restricted stock awards outstanding 175 224 Total shares 33,364 20,520 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the U.S Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The functional currency of all wholly owned subsidiaries is U.S. Dollars. All intercompany transactions and balances have been eliminated in consolidation. |
COVID-19 Pandemic | COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of a disease caused by a novel strain of the coronavirus (“COVID-19”) to be a pandemic. As of March 31, 2022, the impact of the COVID-19 pandemic continues to unfold and there has been uncertainty and disruption in the global economy and financial markets. The Company has considered the COVID-19 pandemic related impacts on its estimates, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods. The COVID-19 pandemic, as well as the response to mitigate the spread and effects of COVID-19, may impact the Company and its customers, as well as the demand for its products and services. The impact of COVID-19 on the Company’s operational results in subsequent periods will largely depend on future developments, and cannot be accurately predicted. These developments may include, but are not limited to, new information concerning the severity of COVID-19, the degree of success of actions take to contain or treat COVID-19 and the reactions by consumers, companies, governmental entities, and capital markets to such actions. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the financial statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to the significant accounting policies from the Annual Report on Form 10-K for the year ended December 31, 2021. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recently Adopted Accounting Guidance In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , to require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This standard is effective for calendar-year public business entities in 2023 and interim periods within that year, and early adoption is permitted. The Company has adopted this ASU as of January 1, 2021 and has retrospectively adjusted purchase accounting for the acquisition of EnvisionTEC, which is described in Note 4 to these condensed consolidated financial statements, where deferred revenue was fair valued. As a practical expedient, the Company elected to estimate the standalone selling price for allocation purposes at the acquisition date. Upon the application of this practical expedient, the Company recognized deferred revenue as part of purchase accounting in the amount of $0.2 million and $12.5 million for the acquisitions of EnvisionTEC and ExOne, which is described in Note 4 to the financial statements, respectively. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes, Income Taxes In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of proforma financial information is based on the historical financial statements | The following unaudited pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisitions of EnvisionTEC, Adaptive 3D, Aerosint, Dental Arts Labs, A.I.D.R.O., Brewer Dental, May Dental, and ExOne had occurred on January 1, 2020 (in thousands): Year Ended December 31, 2021 2020 (unaudited) (unaudited) Net revenues $ 207,688 $ 164,947 Net income (loss) $ (273,319) $ (138,346) |
Acquisition of EnvisionTEC | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 143,795 Equity consideration 159,847 Total consideration transferred $ 303,642 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At February 16, 2021 Assets acquired: Cash and cash equivalents $ 859 Restricted cash 5,004 Accounts receivable 2,982 Inventory 7,668 Prepaid expenses and other current assets 1,081 Restricted cash - noncurrent 285 Property and equipment 1,540 Intangible assets 137,300 Other noncurrent assets 1,801 Total assets acquired $ 158,520 Liabilities assumed: Accounts payable $ 1,442 Customer deposits 2,460 Current portion of lease liability 605 Accrued expenses and other current liabilities 13,706 Liability for income taxes 480 Deferred revenue 492 Current portion of long-term debt 898 Long-term debt 285 Deferred tax liability 29,009 Lease liability, net of current portion 1,189 Total liabilities assumed $ 50,566 Net assets acquired $ 107,954 Goodwill $ 195,688 Total net assets acquired $ 303,642 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Acquired technology $ 77,800 7 – 14 years Trade name 8,600 14 years Customer relationships 50,900 12 years Total intangible assets $ 137,300 |
Adaptive 3D Technologies Inc | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 24,083 Equity consideration 37,693 Total consideration transferred $ 61,776 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At May 7, 2021 Assets acquired: Cash and cash equivalents $ 2,852 Accounts receivable 504 Inventory 305 Prepaid expenses and other current assets 462 Property and equipment 558 Intangible assets 27,300 Other noncurrent assets 654 Total assets acquired $ 32,635 Liabilities assumed: Accounts payable $ 280 Current portion of lease liability 151 Accrued expenses and other current liabilities 100 PPP loan payable 311 Deferred revenue 12 Lease liability, net of current portion 502 Deferred tax liability 4,616 Total liabilities assumed $ 5,972 Net assets acquired $ 26,663 Goodwill $ 35,113 Total net assets acquired $ 61,776 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Acquired technology $ 27,000 14 years Trade name 300 5 years Total intangible assets $ 27,300 |
Aerosint | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 6,220 Equity consideration 11,448 Contingent consideration 6,083 Total consideration transferred $ 23,751 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At June 24, 2021 Assets acquired: Cash and cash equivalents $ 419 Accounts receivable 34 Inventory 166 Prepaid expenses and other current assets 697 Property and equipment 369 Intangible assets 11,726 Other noncurrent assets 336 Total assets acquired $ 13,747 Liabilities assumed: Accounts payable $ 58 Customer deposits 283 Current portion of lease liability 100 Accrued expenses and other current liabilities 169 Deferred revenue 810 Lease liability, net of current portion 226 Deferred tax liability 2,931 Total liabilities assumed $ 4,577 Net assets acquired $ 9,170 Goodwill $ 14,581 Total net assets acquired $ 23,751 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Acquired technology $ 11,547 11.5 years Trade name 179 4.5 years Total intangible assets $ 11,726 |
Dental Arts Labs | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 26,042 Total consideration transferred $ 26,042 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At July 30, 2021 Assets acquired: Cash and cash equivalents $ 858 Accounts receivable 3,707 Inventory 2,438 Prepaid expenses and other current assets 3,853 Property and equipment 8,643 Intangible assets 5,000 Other noncurrent assets 4,636 Total assets acquired $ 29,135 Liabilities assumed: Accounts payable $ 1,949 Current portion of lease liability 535 Accrued expenses and other current liabilities 1,795 Current portion of long‑term debt 3,888 Long‑term debt 3 Lease liability, net of current portion 3,762 Total liabilities assumed $ 11,932 Net assets acquired $ 17,203 Goodwill $ 8,839 Total net assets acquired $ 26,042 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Trade name $ 1,300 8.5 years Customer relationships 3,700 9.5 years Total intangible assets $ 5,000 |
AIDRO | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 5,683 Total consideration transferred $ 5,683 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At September 7, 2021 Assets acquired: Cash and cash equivalents $ 855 Accounts receivable 966 Inventory 906 Prepaid expenses and other current assets 412 Property and equipment 691 Intangible assets 1,080 Other noncurrent assets 1,100 Total assets acquired $ 6,010 Liabilities assumed: Accounts payable $ 1,307 Current portion of lease liability 72 Accrued expenses and other current liabilities 508 Current portion of long-term debt, net of deferred financing costs 138 Long‑term debt 764 Lease liability, net of current portion 750 Deferred tax liability 75 Other noncurrent liabilities 228 Total liabilities assumed $ 3,842 Net assets acquired $ 2,168 Goodwill $ 3,515 Total net assets acquired $ 5,683 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Trade name 142 4 years Customer relationships 938 15 years Total intangible assets $ 1,080 |
Larry Brewer Dental Lab, Inc | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 7,613 Total consideration transferred $ 7,613 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At October 14, 2021 Assets acquired: Cash and cash equivalents $ 1,574 Accounts receivable 524 Inventory 226 Property and equipment 375 Intangible assets 2,630 Other noncurrent assets 706 Total assets acquired $ 6,035 Liabilities assumed: Accounts payable $ 34 Current portion of lease liability 87 Accrued expenses and other current liabilities 145 Lease liability, net of current portion 619 Total liabilities assumed $ 885 Net assets acquired $ 5,150 Goodwill $ 2,463 Total net assets acquired $ 7,613 |
Schedule of estimated useful life of identifiable intangible assets acquired | The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life Trade name 230 8 years Customer relationships 2,400 8 years Total intangible assets $ 2,630 |
May Dental Lab, Inc. | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 12,522 Total consideration transferred $ 12,522 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At October 29, 2021 Assets acquired: Cash and cash equivalents $ 230 Accounts receivable 677 Inventory 343 Prepaid expenses and other current assets 98 Property and equipment 495 Intangible assets 4,340 Other noncurrent assets 1,416 Total assets acquired $ 7,599 Liabilities assumed: Accounts payable $ 209 Current portion of lease liability 201 Accrued expenses and other current liabilities 255 Lease liability, net of current portion 1,216 Total liabilities assumed $ 1,881 Net assets acquired $ 5,718 Goodwill $ 6,804 Total net assets acquired $ 12,522 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Trade name 3,900 9 years Customer relationships 440 10 years Total intangible assets $ 4,340 |
ExOne Company | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Total Acquisition Date Fair Value Cash consideration $ 201,399 Equity consideration 411,603 Total consideration transferred $ 613,002 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): At November 12, 2021 Assets acquired: Cash and cash equivalents $ 119,068 Restricted cash - current 3,007 Accounts receivable 13,639 Inventory 27,200 Prepaid expenses and other current assets 5,165 Property and equipment 33,991 Intangible assets 82,100 Other noncurrent assets 2,734 Total assets acquired $ 286,904 Liabilities assumed: Accounts payable $ 5,830 Accrued expenses and other current liabilities 11,025 Current portion of deferred revenue 15,331 Customer deposits 10,168 Current portion of operating lease liability 1,919 Deferred tax liability 3,465 Lease liability, net of current portion 332 Deferred revenue, net of current portion 147 Other noncurrent liabilities 321 Total liabilities assumed $ 48,538 Net assets acquired $ 238,366 Goodwill $ 374,636 Total net assets acquired $ 613,002 |
Schedule of estimated useful life of identifiable intangible assets acquired | Gross Value Estimated Life Developed Technology 72,900 8 years Trade name 1,300 4 years Customer relationships 7,900 12 years Total intangible assets $ 82,100 |
CASH EQUIVALENTS AND SHORT-TE_2
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | |
Schedule of cash equivalents and short-term investments | The Company’s cash equivalents and short-term investments are invested in the following (in thousands): March 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 87,581 $ — $ — $ 87,581 Total cash equivalents 87,581 — — 87,581 Commercial paper 56,282 — — 56,282 Corporate bonds 16,140 — (32) 16,108 Government bonds 17,274 — (3) 17,271 Asset-backed securities 7,516 — (2) 7,514 Total short-term investments 97,212 — (37) 97,175 Total cash equivalents and short-term investments $ 184,793 $ — $ (37) $ 184,756 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 46,521 $ — $ — $ 46,521 Total cash equivalents 46,521 — — 46,521 Commercial paper 70,401 — — 70,401 Corporate bonds 65,645 — (28) 65,617 Government bonds 36,487 — (11) 36,476 Asset-backed securities 24,665 — (10) 24,655 Total short-term investments 197,198 — (49) 197,149 Total cash equivalents and short-term investments $ 243,719 $ — $ (49) $ 243,670 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial assets measured at fair value on a recurring basis | The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands): March 31, 2022 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Items Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 87,581 $ — $ — $ 87,581 Commercial paper — 56,282 — 56,282 Corporate bonds — 16,108 — 16,108 Government bonds — 17,271 — 17,271 Asset-backed securities — 7,514 — 7,514 Equity securities 5,720 — — 5,720 Other investments — — 6,750 6,750 Total assets $ 93,301 $ 97,175 $ 6,750 $ 197,226 Liabilities: Contingent consideration $ — $ — $ 5,540 $ 5,540 Total liabilities $ — $ — $ 5,540 $ 5,540 December 31, 2021 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Items Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 46,521 $ — $ — $ 46,521 Commercial paper — 70,401 — 70,401 Corporate bonds — 65,617 — 65,617 Government bonds — 36,476 — 36,476 Asset-backed securities — 24,655 — 24,655 Equity securities 7,420 — — 7,420 Other investments — — 6,750 6,750 Total assets $ 53,941 $ 197,149 $ 6,750 $ 257,840 Liabilities: Contingent consideration $ — $ — $ 5,654 $ 5,654 Total liabilities $ — $ — $ 5,654 $ 5,654 |
Schedule of Level 3 assets measured at fair value | The following table presents information about the Company’s movement in Level 3 assets measured at fair value (in thousands): Three Months Ended March 31, 2022 2021 Balance at beginning of period $ 6,750 $ 3,000 Changes in fair value — 25 Balance at end of period $ 6,750 $ 3,025 |
Schedule of Level 3 liabilities measured at fair value | The following table presents information about the Company’s movement in Level 3 liabilities measured at fair value (in thousands): Three Months Ended March 31, 2022 2021 Balance at beginning of period $ 5,654 $ 93,328 Changes in fair value (114) 56,576 Exercise of private placement warrants — (149,904) Balance at end of period $ 5,540 $ — |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ACCOUNTS RECEIVABLE | |
Schedule of accounts receivable | The components of accounts receivable are as follows (in thousands): March 31, December 31, 2022 2021 Trade receivables $ 37,738 $ 47,352 Allowance for doubtful accounts (1,077) (665) Total accounts receivable $ 36,661 $ 46,687 |
Schedule of allowance for doubtful accounts | The following table summarizes activity in the allowance for doubtful accounts (in thousands): March 31, December 31, 2022 2021 Balance at beginning of period $ 665 $ 500 Provision for uncollectible accounts, net of recoveries 419 447 Uncollectible accounts written off (7) (282) Balance at end of period $ 1,077 $ 665 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
INVENTORY | |
Schedule of Inventory | Inventory consists of the following (in thousands): March 31, December 31, 2022 2021 Raw materials $ 32,657 $ 24,887 Work in process 9,163 8,875 Finished goods: Deferred cost of sales 6,983 6,999 Manufactured finished goods 33,073 24,638 Total finished goods 40,056 31,637 Total inventory $ 81,876 $ 65,399 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
Schedule of Prepaid expenses and other current assets | Prepaid expenses and other current assets consists of the following (in thousands): March 31, December 31, 2022 2021 Prepaid operating expenses 12,542 11,961 Prepaid taxes 1,692 1,981 Prepaid dues and subscriptions 2,542 1,889 Prepaid insurance 3,895 492 Government grants receivable 269 226 Prepaid rent 192 178 Other 1,314 1,481 Total prepaid expenses and other current assets $ 22,446 $ 18,208 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment-net | Property and equipment, net consists of the following (in thousands): March 31, December 31, 2022 2021 Equipment $ 45,341 $ 42,892 Land and buildings 16,804 17,214 Automobiles 1,080 905 Furniture and fixtures 1,532 1,844 Computer equipment 2,102 1,725 Tooling 2,050 2,000 Software 2,313 2,346 Leasehold improvements 15,965 15,263 Construction in process 2,738 4,185 Property and equipment, gross 89,925 88,374 Less: accumulated depreciation (31,843) (29,664) Total property and equipment, net $ 58,082 $ 58,710 |
GOODWILL & INTANGIBLE ASSETS (T
GOODWILL & INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
GOODWILL & INTANGIBLE ASSETS | |
Schedule of goodwill activity | The goodwill activity is as follows (in thousands): Goodwill Balance at December 31, 2020 $ 2,252 Acquisition of EnvisionTEC 195,688 Acquisition of Adaptive3D 35,113 Acquisition of Aerosint 14,581 Acquisition of Dental Arts Labs 8,839 Acquisition of A.I.D.R.O. 3,515 Acquisition of Brewer Dental 2,463 Acquisition of May Dental 6,782 Acquisition of ExOne 374,636 Foreign currency translation adjustment (4,568) Balance at December 31, 2021 $ 639,301 May Dental working capital adjustment 23 Foreign currency translation adjustment (9,302) Balance at March 31, 2022 $ 630,022 |
Schedule of intangible assets | Intangible assets consisted of the following (in thousands): March 31, 2022 December 31, 2021 Weighted Average Gross Net Gross Net Remaining Useful Carrying Accumulated Carrying Carrying Accumulated Carrying Lives (in years) Amount Amortization Amount Amount Amortization Amount Acquired technology 9.0 $ 197,828 $ 17,833 $ 179,995 $ 198,631 $ 11,421 $ 187,210 Trade name 10.7 12,469 1,106 11,363 12,475 684 11,791 Customer relationships 10.5 68,673 9,156 59,517 69,127 6,296 62,831 Capitalized software 1.3 518 393 125 518 366 152 Total intangible assets $ 279,488 $ 28,488 $ 251,000 $ 280,751 $ 18,767 $ 261,984 |
Schedule of amortization expenses | Statement of Amortization Amortization Operations Expense Expense Category Line Item March 31, 2022 March 31, 2021 Acquired technology Cost of Sales $ 5,990 $ 1,091 Acquired technology Research and Development 443 506 Trade name General and Administrative 422 80 Customer relationships Sales and Marketing 2,902 621 Capitalized software Research and Development 27 45 $ 9,784 $ 2,343 |
Schedule of future amortization expense | The Company expects to recognize the following amortization expense (in thousands): Amortization Expense 2022 (remaining 9 months) $ 29,340 2023 42,010 2024 42,072 2025 39,562 2026 29,707 2027 and after 68,309 Total intangible amortization $ 251,000 |
OTHER NONCURRENT ASSETS (Tables
OTHER NONCURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
OTHER NONCURRENT ASSETS | |
Schedule of components of other non current assets | The following table summarizes the Company’s components of other noncurrent assets (in thousands): March 31, December 31, 2022 2021 Right of use asset $ 24,288 $ 17,794 Long-term deposits 644 390 Other investments 6,750 6,750 Other 461 546 Total other noncurrent assets $ 32,143 $ 25,480 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of Accrued Expenses and Other Current Liabilities | The following table summarizes the Company’s components of accrued expenses and other current liabilities (in thousands): March 31, December 31, 2022 2021 Compensation and benefits related $ 12,153 $ 17,124 Professional services 4,185 2,659 Warranty reserve 3,727 4,048 Franchise and royalty fees 2,108 2,035 Current portion of contingent consideration 2,944 1,471 Inventory purchases 2,440 1,072 Commissions 366 849 Income tax payable 171 233 Sales and use and franchise taxes 298 274 Other 3,223 4,064 Total accrued expenses and other current liabilities $ 31,615 $ 33,829 |
Warranty Reserve Rollforward | Warranty reserve consisted of the following (in thousands): March 31, December 31, 2022 2021 Warranty reserve, at the beginning of the period $ 4,048 $ 1,553 Warranty reserve assumed in acquisition — 1,389 Additions to warranty reserve 28 2,576 Claims fulfilled (349) (1,470) Warranty reserve, at the end of the period $ 3,727 $ 4,048 |
OTHER NONCURRENT LIABILITIES (T
OTHER NONCURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
OTHER NONCURRENT LIABILITIES | |
Components of other noncurrent liabilities | The following table summarizes the Company’s components of other noncurrent liabilities (in thousands): March 31, December 31, 2022 2021 Taxes payable $ 1,034 $ 1,034 Acquisition consideration 1,750 1,750 Other 381 386 Total other noncurrent liabilities $ 3,165 $ 3,170 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
Schedule of other lease related balances | Information about other lease-related balances is as follows (in thousands): Three Months Ended March 31, 2022 2021 Lease cost Operating lease cost $ 1,460 $ 323 Finance lease cost 19 — Short‑term lease cost 70 22 Variable lease cost 61 39 Total lease cost $ 1,610 $ 384 Other Information Operating cash flows used in operating leases $ 1,464 $ 244 Operating cash flows used in finance leases 21 — Weighted‑average remaining lease term—operating leases (years) 3.5 2.9 Weighted‑average remaining lease term—finance leases (years) 7.6 — Weighted‑average discount rate—operating leases 3.9 % 5.5 % Weighted‑average discount rate—finance leases 1.5 % — % |
Schedule of future minimum operating lease payments | Future minimum lease payments under noncancelable operating leases, including immaterial future minimum lease payments under finance leases, at March 31, 2022, are as follows (in thousands): Operating Leases Finance Leases 2022 (remaining 9 months) $ 4,633 $ 63 2023 5,790 84 2024 4,386 80 2025 3,681 79 2026 3,427 79 2027 and after 5,267 351 Total lease payments 27,184 736 Less amount representing interest (2,685) (53) Total lease liability 24,499 683 Less current portion of lease liability (5,264) (62) Lease liability, net of current portion $ 19,235 621 |
Schedule of future minimum finance lease payments | Operating Leases Finance Leases 2022 (remaining 9 months) $ 4,633 $ 63 2023 5,790 84 2024 4,386 80 2025 3,681 79 2026 3,427 79 2027 and after 5,267 351 Total lease payments 27,184 736 Less amount representing interest (2,685) (53) Total lease liability 24,499 683 Less current portion of lease liability (5,264) (62) Lease liability, net of current portion $ 19,235 621 |
Schedule of components under operating lease arrangements | Three Months Ended March 31, 2022 2021 Operating Sales-type Operating Sales-type Revenue $ 192 — $ — — Interest Income (1) — 9 — — (1) |
Schedule of components under sales-type lease arrangements | Three Months Ended March 31, 2022 2021 Operating Sales-type Operating Sales-type Revenue $ 192 — $ — — Interest Income (1) — 9 — — (1) |
Schedule of net investment in sales-type leases | Three Months Ended March 31, 2022 2021 Future minimum lease payments receivable $ 1,184 $ — Less: Allowance for doubtful accounts (523) — Net future minimum lease payments receivable 661 — Less: Unearned interest income (30) — Net investment in sales-type leases $ 631 $ — |
Schedule of future minimum lease of lessor operating lease arrangements | Operating Sales-type 2022 $ 243 $ 632 2023 211 463 2024 37 45 2025 9 44 2026 — — Thereafter — — Total minimum lease payments $ 500 $ 1,184 Less: Allowance for doubtful accounts (523) Less: Present value discount (30) Future minimum lease payments receivable $ 631 |
Schedule of future minimum lease of lessor sales-type lease arrangements | Operating Sales-type 2022 $ 243 $ 632 2023 211 463 2024 37 45 2025 9 44 2026 — — Thereafter — — Total minimum lease payments $ 500 $ 1,184 Less: Allowance for doubtful accounts (523) Less: Present value discount (30) Future minimum lease payments receivable $ 631 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of warrants-pricing model | Three Months Ended March 31, 2021 Risk‑free interest rate 0.4% – 0.6 % Expected volatility 55.0 % Expected life (in years) 4.8 Expected dividend yield — Fair value of Common Stock $ 19.82 – 30.49 Exercise price $ 11.50 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of option activity | The option activity of the Plans for the three months ended March 31, 2022, is as follows (shares in thousands): Weighted-Average Weighted-Average Remaining Aggregate Number of Exercise Price Contractual Term Intrinsic Value Shares per Share (in years) (in thousands) Outstanding at January 1, 2022 13,249 $ 1.73 7.23 $ 42,775 Granted — $ Exercised (787) $ 1.14 Forfeited/expired (283) $ 1.68 Outstanding at March 31, 2022 12,179 $ 1.77 7.06 $ 36,302 Options vested at March 31, 2022 8,001 $ 1.91 6.47 $ 22,710 Options vested or expected to vest at March 31, 2022 11,652 $ 1.78 7.01 $ 40,852 |
RSU activity under the Plan | The activity for stock subject to vesting as of March 31, 2022 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2022 264 $ 7.79 Cancelled/Forfeited (5) $ 8.78 Vested (84) $ 6.90 Balance of unvested shares as of March 31, 2022 175 $ 7.79 |
Schedule of RSU activity | RSU activity under the 2020 Plan for the three months ended March 31, 2022 is as follows (shares in thousands): Shares Subject Weighted-Average to Vesting Grant Date Fair Value Balance of unvested shares as of January 1, 2022 16,395 $ 7.54 Granted 5,527 $ 4.20 Vested (520) $ 13.41 Cancelled/Forfeited (392) $ 11.09 Balance of unvested shares as of March 31, 2022 21,010 $ 6.44 |
Schedule of stock-based compensation expense | Total stock-based compensation expense related to all of the Company’s stock-based awards granted is reported in the consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 4,720 $ 916 General and administrative expense 3,420 839 Sales and marketing expense 1,285 345 Cost of sales 487 117 Total stock-based compensation expenses $ 9,912 $ 2,217 |
Assumed Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions using Black-Scholes option-pricing model | As of November 12, 2021 Risk‑free interest rate 0.5% – 0.8 Expected volatility 57.2% – 59.4 % Expected life (in years) 1.0 – 2.8 Expected dividend yield — Fair value of Common Stock $ 8.61 |
Market Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions using Black-Scholes option-pricing model | The table below sets forth the assumptions used to value the market-based awards and the estimated grant-date fair value: October 2021 Awards Risk-free interest rate 1.3 % Expected dividend yield — % Remaining performance period (in years) 7.0 Expected volatility 55.0 % Estimated grant date fair value (per share) $ 0.98 – 4.95 Target performance (number of shares) 9,070,269 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SEGMENT INFORMATION | |
Schedule of disaggregation of revenue by geographic areas | Disaggregated revenue data for those markets is as follows (in thousands): Revenue for the three months ended March 31, 2022 Americas EMEA APAC Total Products $ 27,929 $ 8,593 $ 2,954 $ 39,476 Services 2,806 1,200 224 4,230 Total $ 30,735 $ 9,793 $ 3,178 $ 43,706 Revenue for the three months ended March 31, 2021 Americas EMEA APAC Total Products $ 5,854 $ 2,526 $ 1,931 $ 10,311 Services 705 215 82 1,002 Total $ 6,559 $ 2,741 $ 2,013 $ 11,313 |
Schedule of disaggregation of revenue | During the three months ended March 31, 2022 and 2021, the Company recognized the following revenue from service contracts and cloud-based software licenses over time, and hardware and consumable product shipments and subscription software at a point in time (in thousands): Three Months Ended March 31, 2022 2021 Revenue recognized at a point in time $ 39,476 $ 10,311 Revenue recognized over time 4,230 1,002 Total $ 43,706 $ 11,313 |
Schedule of long lived assets | The Company’s operations are principally in the United States. The locations of long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, are summarized as follows (in thousands): March 31, December 31, 2022 2021 Americas $ 57,703 $ 58,355 EMEA 18,296 11,289 APAC 6,371 6,861 Total long-lived assets $ 82,370 $ 76,505 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
NET LOSS PER SHARE | |
Schedule of Net Loss Per Share, Basic and Diluted | Three Months Ended March 31, (in thousands, except per share amounts) 2022 2021 Numerator for basic and diluted net loss per share: Net loss $ (69,944) $ (59,108) Denominator for basic and diluted net loss per share: Weighted-average shares 312,017 238,244 Net loss per share—Basic and Diluted $ (0.22) $ (0.25) |
Schedule of antidilutive securities excluded from computation of earnings per share | The Company excluded the following potential common shares, presented based on amounts outstanding as of March 31, 2022 and 2021, from the computation of diluted net loss per share attributable to common stockholders because including them would have an anti-dilutive effect (in thousands): Three Months Ended March 31, 2022 2021 Common Stock options outstanding 12,179 19,378 Unvested restricted stock units outstanding 21,010 918 Unvested restricted stock awards outstanding 175 224 Total shares 33,364 20,520 |
ORGANIZATION, NATURE OF BUSIN_2
ORGANIZATION, NATURE OF BUSINESS, AND RISK AND UNCERTAINTIES (Details) | Dec. 09, 2020 | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Number of months cash and investments sufficient to fund operating and capital expenditure | 12 months | ||
Trine | |||
Exchange ratio | 1.22122 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 17, 2021 | Jan. 01, 2021 |
Significant Accounting Policies [Line Items] | ||||
Deferred revenue | $ 23.3 | $ 22.7 | ||
Cumulative Effect, Period of Adoption, Adjustment | ASU 2021-08 | Acquisition of EnvisionTEC | ||||
Significant Accounting Policies [Line Items] | ||||
Deferred revenue | $ 0.2 | $ 0.2 | ||
Cumulative Effect, Period of Adoption, Adjustment | ASU 2021-08 | ExOne Company | ||||
Significant Accounting Policies [Line Items] | ||||
Deferred revenue | $ 12.5 |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE RECOGNITION | ||
Deferred revenue | $ 23.3 | $ 22.7 |
Revenue recognized from existing deferred revenue | $ 6.9 |
REVENUE RECOGNITION - Remaining
REVENUE RECOGNITION - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
REVENUE RECOGNITION | ||
Revenue remaining performance obligation | $ 23,300 | |
Customer deposits | 16,911 | $ 14,137 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | ||
REVENUE RECOGNITION | ||
Revenue remaining performance obligation | $ 19,300 | |
Expected timing of satisfaction period | 12 months |
ACQUISITIONS - Acquisition of E
ACQUISITIONS - Acquisition of EnvisionTEC (Details) - USD ($) $ in Thousands | Feb. 17, 2021 | Feb. 16, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Liabilities assumed: | ||||||||
Goodwill | $ 630,022 | $ 639,301 | $ 639,301 | $ 2,252 | ||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Decrease in deferred income tax liabilities | 9,506 | 10,695 | 10,695 | |||||
Decrease in deferred revenue | 23,300 | 22,700 | 22,700 | |||||
Decrease in inventory | 15,506 | $ 2,381 | ||||||
Intangible assets, Gross Carrying Amount | 279,488 | 280,751 | 280,751 | |||||
Acquired technology | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Intangible assets, Gross Carrying Amount | 197,828 | 198,631 | 198,631 | |||||
Trade name | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Intangible assets, Gross Carrying Amount | 12,469 | 12,475 | 12,475 | |||||
Customer relationships | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Intangible assets, Gross Carrying Amount | 68,673 | 69,127 | 69,127 | |||||
Acquisition of EnvisionTEC | ||||||||
Assets acquired: | ||||||||
Cash and cash equivalents | $ 859 | |||||||
Restricted cash | 5,004 | |||||||
Accounts receivable | 2,982 | |||||||
Inventory | 7,668 | |||||||
Prepaid expenses and other current assets | 1,081 | |||||||
Restricted cash - noncurrent | 285 | |||||||
Property and equipment | 1,540 | |||||||
Intangible assets | 137,300 | |||||||
Other noncurrent assets | 1,801 | |||||||
Total assets acquired | 158,520 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | 1,442 | |||||||
Customer deposits | 2,460 | |||||||
Current portion of lease liability | 605 | |||||||
Accrued expenses and other current liabilities | 13,706 | |||||||
Liability for income taxes | 480 | |||||||
Deferred revenue | 492 | |||||||
Current portion of long-term debt | 898 | |||||||
Long-term debt | 285 | |||||||
Deferred tax liability | 29,009 | |||||||
Lease liability, net of current portion | 1,189 | |||||||
Total liabilities assumed | 50,566 | |||||||
Net assets acquired | 107,954 | |||||||
Goodwill | 195,688 | $ 16,400 | ||||||
Total net assets acquired | 303,642 | |||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Purchase consideration | 303,642 | |||||||
Payment to acquire business | $ 143,795 | |||||||
Common stock issued for acquisition | 5,036,142 | |||||||
Common stock fair value issued for acquisition | $ 159,800 | |||||||
Value of stock issued for acquisition | 159,847 | |||||||
Decrease to goodwill | $ (3,400) | |||||||
Decrease in inventory | (1,000) | |||||||
Amount of adjustment related to assets acquired and liabilities assumed | 300 | |||||||
Intangible assets, Gross Carrying Amount | 137,300 | |||||||
Transaction costs | $ 4,800 | |||||||
Net revenues included in consolidated result | 33,300 | |||||||
Net income (loss) included in consolidated result | $ (11,100) | |||||||
Acquisition of EnvisionTEC | Cumulative Effect, Period of Adoption, Adjustment | ASU 2021-08 | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Decrease in deferred income tax liabilities | 4,100 | |||||||
Decrease in deferred revenue | $ 200 | $ 200 | ||||||
Acquisition of EnvisionTEC | Acquired technology | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Intangible assets, Gross Carrying Amount | 77,800 | |||||||
Acquisition of EnvisionTEC | Trade name | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Intangible assets, Gross Carrying Amount | $ 8,600 | |||||||
Estimated Life | 14 years | |||||||
Acquisition of EnvisionTEC | Customer relationships | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Intangible assets, Gross Carrying Amount | $ 50,900 | |||||||
Estimated Life | 12 years | |||||||
Minimum | Acquisition of EnvisionTEC | Acquired technology | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Estimated Life | 7 years | |||||||
Maximum | Acquisition of EnvisionTEC | Acquired technology | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Estimated Life | 14 years |
ACQUISITIONS - Acquisition of A
ACQUISITIONS - Acquisition of Adaptive 3D (Details) - USD ($) $ in Thousands | May 08, 2021 | May 07, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 |
Business Combination, Consideration Transferred [Abstract] | ||||||
Decrease in deferred income tax liabilities | $ 10,695 | $ 10,695 | $ 9,506 | |||
Intangible assets, Gross Carrying Amount | 280,751 | 280,751 | 279,488 | |||
Liabilities assumed: | ||||||
Goodwill | 639,301 | 639,301 | 630,022 | $ 2,252 | ||
Acquired technology | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | 198,631 | 198,631 | 197,828 | |||
Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | 12,475 | 12,475 | $ 12,469 | |||
Adaptive 3D Technologies Inc | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Purchase consideration | $ 61,776 | |||||
Payment to acquire business | $ 24,083 | |||||
Common stock issued for acquisition | 3,133,276 | |||||
Common stock fair value issued for acquisition | $ 37,700 | |||||
Value of stock issued for acquisition | 37,693 | |||||
Decrease to goodwill | $ (200) | |||||
Decrease in deferred income tax liabilities | $ 200 | |||||
Intangible assets, Gross Carrying Amount | 27,300 | |||||
Transaction costs | $ 300 | |||||
Net revenues included in consolidated result | 1,100 | |||||
Net income (loss) included in consolidated result | $ (4,900) | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 2,852 | |||||
Accounts receivable | 504 | |||||
Inventory | 305 | |||||
Prepaid expenses and other current assets | 462 | |||||
Property and equipment | 558 | |||||
Intangible assets | 27,300 | |||||
Other noncurrent assets | 654 | |||||
Total assets acquired | 32,635 | |||||
Liabilities assumed: | ||||||
Accounts payable | 280 | |||||
Current portion of lease liability | 151 | |||||
Accrued expenses and other current liabilities | 100 | |||||
Deferred revenue | 12 | |||||
Lease liability, net of current portion | 502 | |||||
Deferred tax liability | 4,616 | |||||
Total liabilities assumed | 5,972 | |||||
Net assets acquired | 26,663 | |||||
Goodwill | 35,113 | |||||
Total net assets acquired | 61,776 | |||||
Adaptive 3D Technologies Inc | Paycheck Protection Program | ||||||
Liabilities assumed: | ||||||
Long-term debt | 311 | |||||
Adaptive 3D Technologies Inc | Acquired technology | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 27,000 | |||||
Estimated Life | 14 years | |||||
Adaptive 3D Technologies Inc | Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 300 | |||||
Estimated Life | 5 years |
ACQUISITIONS - Acquisition of_2
ACQUISITIONS - Acquisition of Aerosint (Details) - USD ($) $ in Thousands | Jun. 25, 2021 | Jun. 24, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 |
Business Combination, Consideration Transferred [Abstract] | ||||||
Current portion of contingent consideration | $ 1,471 | $ 1,471 | $ 2,944 | |||
Contingent consideration, net of current portion | 4,183 | 4,183 | 2,596 | |||
Intangible assets, Gross Carrying Amount | 280,751 | 280,751 | 279,488 | |||
Liabilities assumed: | ||||||
Goodwill | 639,301 | 639,301 | 630,022 | $ 2,252 | ||
Acquired technology | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | 198,631 | 198,631 | 197,828 | |||
Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | 12,475 | 12,475 | 12,469 | |||
Aerosint | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Purchase consideration | $ 23,751 | |||||
Payment to acquire business | $ 6,220 | |||||
Common stock issued for acquisition | 879,922 | |||||
Common stock fair value issued for acquisition | $ 11,500 | |||||
Value of stock issued for acquisition | $ 11,448 | |||||
Period to achieve revenue metrics and technical milestone | 3 years | |||||
Fair value of contingent consideration | $ 6,100 | 5,500 | ||||
Contingent consideration based on revenue metric | 5,500 | |||||
Fair value of contingent consideration based on revenue metric | 4,600 | 4,000 | ||||
Contingent consideration based on production technical milestones | 2,000 | |||||
Fair value of contingent consideration based on production technical milestone | 1,500 | $ 1,500 | ||||
Fair value of the short-term liability | 1,400 | |||||
Fair value of the long-term liability | 4,700 | |||||
Fair value of contingent consideration | 6,083 | |||||
Decrease to goodwill | $ (600) | |||||
Intangible assets, Gross Carrying Amount | 11,726 | |||||
Transaction costs | $ 900 | |||||
Net revenues included in consolidated result | 600 | |||||
Net income (loss) included in consolidated result | $ (400) | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 419 | |||||
Accounts receivable | 34 | |||||
Inventory | 166 | |||||
Prepaid expenses and other current assets | 697 | |||||
Property and equipment | 369 | |||||
Intangible assets | 11,726 | |||||
Other noncurrent assets | 336 | |||||
Total assets acquired | 13,747 | |||||
Liabilities assumed: | ||||||
Accounts payable | 58 | |||||
Customer deposits | 283 | |||||
Current portion of lease liability | 100 | |||||
Accrued expenses and other current liabilities | 169 | |||||
Deferred revenue | 810 | |||||
Lease liability, net of current portion | 226 | |||||
Deferred tax liability | 2,931 | |||||
Total liabilities assumed | 4,577 | |||||
Net assets acquired | 9,170 | |||||
Goodwill | 14,581 | |||||
Total net assets acquired | 23,751 | |||||
Aerosint | Acquired technology | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 11,547 | |||||
Estimated Life | 11 years 6 months | |||||
Aerosint | Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 179 | |||||
Estimated Life | 4 years 6 months |
ACQUISITIONS - Acquisition of D
ACQUISITIONS - Acquisition of Dental Arts Labs (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jul. 30, 2021 | Jul. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination, Consideration Transferred [Abstract] | |||||||
Vesting period | 4 years | ||||||
Intangible assets, Gross Carrying Amount | $ 279,488 | $ 280,751 | $ 280,751 | ||||
Liabilities assumed: | |||||||
Goodwill | $ 630,022 | 639,301 | 639,301 | $ 2,252 | |||
Restricted Stock Units | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Issuance of additional shares (in shares) | 5,527,000 | ||||||
Vesting period | 4 years | ||||||
Trade name | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Intangible assets, Gross Carrying Amount | $ 12,469 | 12,475 | 12,475 | ||||
Customer relationships | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Intangible assets, Gross Carrying Amount | $ 68,673 | 69,127 | 69,127 | ||||
Dental Arts Labs | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Purchase consideration | $ 26,042 | ||||||
Payment to acquire business | 26,042 | ||||||
Decrease to goodwill | $ (300) | ||||||
Intangible assets, Gross Carrying Amount | 5,000 | ||||||
Transaction costs | $ 600 | ||||||
Net revenues included in consolidated result | 14,100 | ||||||
Net income (loss) included in consolidated result | $ (300) | ||||||
Assets acquired: | |||||||
Cash and cash equivalents | 858 | ||||||
Accounts receivable | 3,707 | ||||||
Inventory | 2,438 | ||||||
Prepaid expenses and other current assets | 3,853 | ||||||
Property and equipment | 8,643 | ||||||
Intangible assets | 5,000 | ||||||
Other noncurrent assets | 4,636 | ||||||
Total assets acquired | 29,135 | ||||||
Liabilities assumed: | |||||||
Accounts payable | 1,949 | ||||||
Current portion of lease liability | 535 | ||||||
Accrued expenses and other current liabilities | 1,795 | ||||||
Current portion of long-term debt | 3,888 | ||||||
Long-term debt | 3 | ||||||
Lease liability, net of current portion | 3,762 | ||||||
Total liabilities assumed | 11,932 | ||||||
Net assets acquired | 17,203 | ||||||
Goodwill | 8,839 | ||||||
Total net assets acquired | $ 26,042 | ||||||
Dental Arts Labs | Restricted Stock Units | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Issuance of additional shares (in shares) | 1,190,468 | ||||||
Grant date fair value of stock issued for acquisition | $ 11,000 | ||||||
Vesting period | 4 years | ||||||
Dental Arts Labs | Trade name | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Intangible assets, Gross Carrying Amount | $ 1,300 | ||||||
Estimated Life | 8 years 6 months | ||||||
Dental Arts Labs | Customer relationships | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Intangible assets, Gross Carrying Amount | $ 3,700 | ||||||
Estimated Life | 9 years 6 months |
ACQUISITIONS - Acquisition of_3
ACQUISITIONS - Acquisition of A.I.D.R.O. (Details) - USD ($) $ in Thousands | Sep. 07, 2021 | Jul. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination, Consideration Transferred [Abstract] | ||||||
Vesting period | 4 years | |||||
Intangible assets, Gross Carrying Amount | $ 279,488 | $ 280,751 | $ 280,751 | |||
Liabilities assumed: | ||||||
Goodwill | $ 630,022 | 639,301 | 639,301 | $ 2,252 | ||
Restricted Stock Units | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Issuance of additional shares (in shares) | 5,527,000 | |||||
Vesting period | 4 years | |||||
Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 12,469 | 12,475 | 12,475 | |||
Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 68,673 | 69,127 | 69,127 | |||
AIDRO | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Purchase consideration | $ 5,683 | |||||
Payment to acquire business | 5,683 | |||||
Payments to acquire businesses, net of escrow deposit | 4,900 | |||||
Amount deposited in escrow account | 800 | |||||
Intangible assets, Gross Carrying Amount | 1,080 | |||||
Transaction costs | $ 400 | |||||
Net revenues included in consolidated result | 1,700 | |||||
Net income (loss) included in consolidated result | $ (200) | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 855 | |||||
Accounts receivable | 966 | |||||
Inventory | 906 | |||||
Prepaid expenses and other current assets | 412 | |||||
Property and equipment | 691 | |||||
Intangible assets | 1,080 | |||||
Other noncurrent assets | 1,100 | |||||
Total assets acquired | 6,010 | |||||
Liabilities assumed: | ||||||
Accounts payable | 1,307 | |||||
Current portion of lease liability | 72 | |||||
Accrued expenses and other current liabilities | 508 | |||||
Current portion of contingent consideration | 138 | |||||
Long-term debt | 764 | |||||
Lease liability, net of current portion | 750 | |||||
Deferred tax liability | 75 | |||||
Other noncurrent liabilities | 228 | |||||
Total liabilities assumed | 3,842 | |||||
Net assets acquired | 2,168 | |||||
Goodwill | 3,515 | |||||
Total net assets acquired | $ 5,683 | |||||
AIDRO | Restricted Stock Units | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Issuance of additional shares (in shares) | 364,050 | |||||
Grant date fair value of stock issued for acquisition | $ 3,200 | |||||
Vesting period | 4 years | |||||
AIDRO | Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 142 | |||||
Estimated Life | 4 years | |||||
AIDRO | Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 938 | |||||
Estimated Life | 15 years |
ACQUISITIONS - Acquisition of B
ACQUISITIONS - Acquisition of Brewer Dental Lab (Details) - USD ($) $ in Thousands | Oct. 14, 2021 | Jul. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination, Consideration Transferred [Abstract] | |||||
Vesting period | 4 years | ||||
Intangible assets, Gross Carrying Amount | $ 279,488 | $ 280,751 | |||
Liabilities assumed: | |||||
Goodwill | $ 630,022 | 639,301 | $ 2,252 | ||
Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Issuance of additional shares (in shares) | 5,527,000 | ||||
Vesting period | 4 years | ||||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets, Gross Carrying Amount | $ 12,469 | 12,475 | |||
Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets, Gross Carrying Amount | $ 68,673 | 69,127 | |||
Larry Brewer Dental Lab, Inc | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Purchase consideration | $ 7,613 | ||||
Payment to acquire business | 7,613 | ||||
Payments to acquire business, paid at closing | 7,000 | ||||
Remaining amount payable | 500 | ||||
Intangible assets, Gross Carrying Amount | 2,630 | ||||
Net revenues included in consolidated result | 1,400 | ||||
Net income (loss) included in consolidated result | $ 100 | ||||
Assets acquired: | |||||
Cash and cash equivalents | 1,574 | ||||
Accounts receivable | 524 | ||||
Inventory | 226 | ||||
Property and equipment | 375 | ||||
Intangible assets | 2,630 | ||||
Other noncurrent assets | 706 | ||||
Total assets acquired | 6,035 | ||||
Liabilities assumed: | |||||
Accounts payable | 34 | ||||
Current portion of lease liability | 87 | ||||
Accrued expenses and other current liabilities | 145 | ||||
Lease liability, net of current portion | 619 | ||||
Total liabilities assumed | 885 | ||||
Net assets acquired | 5,150 | ||||
Goodwill | 2,463 | ||||
Total net assets acquired | $ 7,613 | ||||
Larry Brewer Dental Lab, Inc | Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Issuance of additional shares (in shares) | 252,096 | ||||
Grant date fair value of stock issued for acquisition | $ 1,800 | ||||
Vesting period | 4 years | ||||
Larry Brewer Dental Lab, Inc | Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets, Gross Carrying Amount | $ 230 | ||||
Estimated Life | 8 years | ||||
Larry Brewer Dental Lab, Inc | Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets, Gross Carrying Amount | $ 2,400 | ||||
Estimated Life | 8 years |
ACQUISITIONS - Acquisition of M
ACQUISITIONS - Acquisition of May Dental Lab (Details) - USD ($) $ in Thousands | Oct. 29, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 |
Business Combination, Consideration Transferred [Abstract] | |||||
Vesting period | 4 years | ||||
Intangible assets, Gross Carrying Amount | $ 280,751 | $ 279,488 | |||
Liabilities assumed: | |||||
Goodwill | 639,301 | $ 630,022 | $ 2,252 | ||
Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Issuance of additional shares (in shares) | 5,527,000 | ||||
Vesting period | 4 years | ||||
Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets, Gross Carrying Amount | 12,475 | $ 12,469 | |||
Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets, Gross Carrying Amount | 69,127 | $ 68,673 | |||
May Dental Lab, Inc. | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Purchase consideration | $ 12,522 | ||||
Payment to acquire business | 12,522 | ||||
Payments to acquire business, paid at closing | 11,800 | ||||
Remaining amount payable | 800 | ||||
Intangible assets, Gross Carrying Amount | 4,340 | ||||
Net revenues included in consolidated result | 1,300 | ||||
Net income (loss) included in consolidated result | $ (100) | ||||
Assets acquired: | |||||
Cash and cash equivalents | 230 | ||||
Accounts receivable | 677 | ||||
Inventory | 343 | ||||
Prepaid expenses and other current assets | 98 | ||||
Property and equipment | 495 | ||||
Intangible assets | 4,340 | ||||
Other noncurrent assets | 1,416 | ||||
Total assets acquired | 7,599 | ||||
Liabilities assumed: | |||||
Accounts payable | 209 | ||||
Current portion of lease liability | 201 | ||||
Accrued expenses and other current liabilities | 255 | ||||
Lease liability, net of current portion | 1,216 | ||||
Total liabilities assumed | 1,881 | ||||
Net assets acquired | 5,718 | ||||
Goodwill | 6,804 | ||||
Total net assets acquired | $ 12,522 | ||||
May Dental Lab, Inc. | Restricted Stock Units | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Issuance of additional shares (in shares) | 357,642 | ||||
Grant date fair value of stock issued for acquisition | $ 2,500 | ||||
Vesting period | 4 years | ||||
May Dental Lab, Inc. | Trade name | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets, Gross Carrying Amount | $ 3,900 | ||||
Estimated Life | 9 years | ||||
May Dental Lab, Inc. | Customer relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets, Gross Carrying Amount | $ 440 | ||||
Estimated Life | 10 years |
ACQUISITIONS - Acquisition of_4
ACQUISITIONS - Acquisition of ExOne (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 12, 2021 | Dec. 31, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 |
Business Combination, Consideration Transferred [Abstract] | ||||||
Vesting period | 4 years | |||||
Intangible assets, Gross Carrying Amount | $ 280,751 | $ 280,751 | $ 279,488 | |||
Liabilities assumed: | ||||||
Goodwill | 639,301 | 639,301 | $ 630,022 | $ 2,252 | ||
Restricted Stock Units | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Vesting period | 4 years | |||||
Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | 12,475 | 12,475 | $ 12,469 | |||
Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | 69,127 | 69,127 | $ 68,673 | |||
ExOne Company | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Purchase consideration | $ 613,002 | |||||
Payment to acquire business | 201,399 | |||||
Value of stock issued for acquisition | $ 411,603 | |||||
Common stock issued for acquisition | 48,218,063 | |||||
Common stock fair value issued for acquisition | $ 411,600 | |||||
Number of incentive stock options granted | 86,020 | |||||
Weighted average exercise price of incentive stock options | $ 4.47 | |||||
Intangible assets, Gross Carrying Amount | $ 82,100 | |||||
Transaction costs | $ 8,500 | |||||
Net revenues included in consolidated result | 15,500 | |||||
Net income (loss) included in consolidated result | $ (6,900) | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 119,068 | |||||
Restricted cash - current | 3,007 | |||||
Accounts receivable | 13,639 | |||||
Inventory | 27,200 | |||||
Prepaid expenses and other current assets | 5,165 | |||||
Property and equipment | 33,991 | |||||
Intangible assets | 82,100 | |||||
Other noncurrent assets | 2,734 | |||||
Total assets acquired | 286,904 | |||||
Liabilities assumed: | ||||||
Accounts payable | 5,830 | |||||
Current portion of lease liability | 1,919 | |||||
Accrued expenses and other current liabilities | 11,025 | |||||
Current portion of deferred revenue | 15,331 | |||||
Customer deposits | 10,168 | |||||
Current portion of operating lease liability | 1,919 | |||||
Deferred tax liability | 3,465 | |||||
Lease liability, net of current portion | 332 | |||||
Deferred revenue, net of current portion | 147 | |||||
Other noncurrent liabilities | 321 | |||||
Total liabilities assumed | 48,538 | |||||
Net assets acquired | 238,366 | |||||
Goodwill | 374,636 | |||||
Total net assets acquired | 613,002 | |||||
ExOne Company | Developed Technology | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 72,900 | |||||
Estimated Life | 8 years | |||||
ExOne Company | Trade name | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 1,300 | |||||
Estimated Life | 4 years | |||||
ExOne Company | Customer relationships | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Intangible assets, Gross Carrying Amount | $ 7,900 | |||||
Estimated Life | 12 years |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Pro forma financial information | ||
Net revenues | $ 207,688 | $ 164,947 |
Net income (loss) | $ (273,319) | $ (138,346) |
ACQUISITIONS - Acquisition of_5
ACQUISITIONS - Acquisition of Beacon Bio (Details) - USD ($) $ in Millions | Jun. 10, 2021 | Jul. 31, 2020 |
Business Acquisition [Line Items] | ||
Vesting period | 4 years | |
Beacon Bio | ||
Business Acquisition [Line Items] | ||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 6.1 | |
Asset Acquisition, Equity Interest Issued or Issuable, Number of Shares | 334,370 | |
Asset Acquisition, Payment made at Closing | $ 0.2 | |
Additional payment | $ 1 | |
Vesting period | 3 years | |
Common Stock | Beacon Bio | ||
Business Acquisition [Line Items] | ||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 4.3 |
ACQUISITIONS - Acquisition of_6
ACQUISITIONS - Acquisition of Meta Additive Ltd (Details) - USD ($) $ in Millions | Sep. 09, 2021 | Jul. 31, 2020 | Mar. 31, 2022 |
Business Combination, Consideration Transferred [Abstract] | |||
Vesting period | 4 years | ||
Restricted Stock Units | |||
Business Combination, Consideration Transferred [Abstract] | |||
Issuance of additional shares (in shares) | 5,527,000 | ||
Vesting period | 4 years | ||
Meta Additive | |||
Business Combination, Consideration Transferred [Abstract] | |||
Payment to acquire business | $ 15.2 | ||
Transaction costs | $ 0.2 | ||
Meta Additive | Restricted Stock Units | |||
Business Combination, Consideration Transferred [Abstract] | |||
Issuance of additional shares (in shares) | 1,101,592 | ||
Grant date fair value of stock issued for acquisition | $ 9 | ||
Vesting period | 4 years |
CASH EQUIVALENTS AND SHORT-TE_3
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 87,581 | $ 46,521 |
Amortized Cost | 97,212 | 197,198 |
Unrealized Losses | (37) | (49) |
Fair Value | 97,175 | 197,149 |
Total cash equivalents and short-term investments, Amortized Cost | 184,793 | 243,719 |
Total cash equivalents and short-term investments, Fair Value | 184,756 | 243,670 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 56,282 | 70,401 |
Fair Value | 56,282 | 70,401 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16,140 | 65,645 |
Unrealized Losses | (32) | (28) |
Fair Value | 16,108 | 65,617 |
Government bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 17,274 | 36,487 |
Unrealized Losses | (3) | (11) |
Fair Value | 17,271 | 36,476 |
Assetbacked securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,516 | 24,665 |
Unrealized Losses | (2) | (10) |
Fair Value | 7,514 | 24,655 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 87,581 | $ 46,521 |
CASH EQUIVALENTS AND SHORT-TE_4
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | ||
Equity investment | $ 20,000 | |
Fair value of investments | $ 5,700 | |
Unrealized loss due to the change in fair value of the equity securities | (1,700) | |
Interest and Other (Expense) Income , Net | ||
Debt Securities, Available-for-sale [Line Items] | ||
Unrealized loss due to the change in fair value of the equity securities | $ (1,700) |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liability measured on recurring basis (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Assets | |||
Recognized loss on investments in equity securities | $ 1,700,000 | ||
Subscription liability | $ 500,000 | ||
Other investments in convertible debt instruments | 6,800,000 | ||
Recognized gains on convertible debt instruments | 0 | ||
Change in fair value of warrant liabilities | $ 56,576,000 | ||
Change in fair value of contingent consideration | 114,000 | ||
Transfer into Level 3 | 0 | 0 | |
Transfer out of Level 3 | 0 | 0 | |
Fair Value, Transfers Between Level 1 and Level 2 | |||
Transfer from Level 1 to level 2 | 0 | 0 | |
Transfer from Level 2 to level 1 | 0 | 0 | |
Subscription Agreement | |||
Assets | |||
Recognized loss on investments in equity securities | 2,400,000 | ||
Private Placement Warrants | |||
Assets | |||
Change in fair value of warrant liabilities | 0 | (56,600,000) | |
Level 3 | |||
Movement in Level 3 assets measured at fair value | |||
Balance at beginning of period | 6,750,000 | 3,000,000 | 3,000,000 |
Changes in fair value | 25,000 | ||
Balance at end of period | 6,750,000 | 3,025,000 | 6,750,000 |
Movement in Level 3 liabilities measured at fair value | |||
Balance at beginning of period | 5,654,000 | 93,328,000 | 93,328,000 |
Changes in fair value | (114,000) | 56,576,000 | |
Exercise of private placement warrants | $ (149,904,000) | ||
Balance at end of period | 5,540,000 | 5,654,000 | |
Recurring | |||
Assets | |||
Total assets | 197,226,000 | 257,840,000 | |
Total liabilities | 5,540,000 | 5,654,000 | |
Recurring | Contingent Consideration | |||
Assets | |||
Total liabilities | 5,540,000 | 5,654,000 | |
Recurring | Money market funds | |||
Assets | |||
Total assets | 87,581,000 | 46,521,000 | |
Recurring | Commercial paper | |||
Assets | |||
Total assets | 56,282,000 | 70,401,000 | |
Recurring | Corporate bonds | |||
Assets | |||
Total assets | 16,108,000 | 65,617,000 | |
Recurring | Government bonds | |||
Assets | |||
Total assets | 17,271,000 | 36,476,000 | |
Recurring | Assetbacked securities | |||
Assets | |||
Total assets | 7,514,000 | 24,655,000 | |
Recurring | Equity securities | |||
Assets | |||
Total assets | 5,720,000 | 7,420,000 | |
Recurring | Other investments | |||
Assets | |||
Total assets | 6,750,000 | 6,750,000 | |
Recurring | Level 1 | |||
Assets | |||
Total assets | 93,301,000 | 53,941,000 | |
Recurring | Level 1 | Money market funds | |||
Assets | |||
Total assets | 87,581,000 | 46,521,000 | |
Recurring | Level 1 | Equity securities | |||
Assets | |||
Total assets | 5,720,000 | 7,420,000 | |
Recurring | Level 2 | |||
Assets | |||
Total assets | 97,175,000 | 197,149,000 | |
Recurring | Level 2 | Commercial paper | |||
Assets | |||
Total assets | 56,282,000 | 70,401,000 | |
Recurring | Level 2 | Corporate bonds | |||
Assets | |||
Total assets | 16,108,000 | 65,617,000 | |
Recurring | Level 2 | Government bonds | |||
Assets | |||
Total assets | 17,271,000 | 36,476,000 | |
Recurring | Level 2 | Assetbacked securities | |||
Assets | |||
Total assets | 7,514,000 | 24,655,000 | |
Recurring | Level 3 | |||
Assets | |||
Total assets | 6,750,000 | 6,750,000 | |
Total liabilities | 5,540,000 | 5,654,000 | |
Recurring | Level 3 | Contingent Consideration | |||
Assets | |||
Total liabilities | 5,540,000 | 5,654,000 | |
Recurring | Level 3 | Other investments | |||
Assets | |||
Total assets | $ 6,750,000 | $ 6,750,000 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
ACCOUNTS RECEIVABLE | |||
Trade receivables | $ 37,738 | $ 47,352 | |
Allowance for doubtful accounts | (1,077) | (665) | $ (500) |
Total accounts receivable | $ 36,661 | $ 46,687 |
ACCOUNTS RECEIVABLE - Allowance
ACCOUNTS RECEIVABLE - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE | |||
Balance at beginning of period | $ 665 | $ 500 | $ 500 |
Provision for uncollectible accounts, net of recoveries | 419 | $ 72 | 447 |
Uncollectible accounts written off | (7) | (282) | |
Balance at end of period | $ 1,077 | $ 665 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
INVENTORY | ||
Raw materials | $ 32,657 | $ 24,887 |
Work in process | 9,163 | 8,875 |
Finished goods: | ||
Deferred cost of sales | 6,983 | 6,999 |
Manufactured finished goods | 33,073 | 24,638 |
Total finished goods | 40,056 | 31,637 |
Total inventory | $ 81,876 | $ 65,399 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Prepaid operating expenses | $ 12,542 | $ 11,961 |
Prepaid taxes | 1,692 | 1,981 |
Prepaid dues and subscriptions | 2,542 | 1,889 |
Prepaid insurance | 3,895 | 492 |
Government grants receivable | 269 | 226 |
Prepaid rent | 192 | 178 |
Other | 1,314 | 1,481 |
Total prepaid expenses and other current assets | $ 22,446 | $ 18,208 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment - Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 89,925 | $ 88,374 | |
Less: accumulated depreciation | (31,843) | (29,664) | |
Total property and equipment, net | 58,082 | 58,710 | |
Depreciation and amortization expense | 12,883 | $ 3,892 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 45,341 | 42,892 | |
Land and buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 16,804 | 17,214 | |
Automobiles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,080 | 905 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,532 | 1,844 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,102 | 1,725 | |
Tooling | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,050 | 2,000 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,313 | 2,346 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 15,965 | 15,263 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,738 | $ 4,185 | |
PPE not including acquired technology or capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 3,100 | $ 1,500 |
GOODWILL & INTANGIBLE ASSETS -
GOODWILL & INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 639,301 | $ 2,252 |
May Dental working capital adjustment | 23 | |
Foreign currency translation adjustment | (9,302) | (4,568) |
Goodwill, Ending Balance | 630,022 | 639,301 |
Accumulated impairment losses | 0 | 0 |
Acquisition of EnvisionTEC | ||
Goodwill [Line Items] | ||
Acquisition | 195,688 | |
Goodwill, Ending Balance | $ 16,400 | |
Adaptive 3D Technologies Inc | ||
Goodwill [Line Items] | ||
Acquisition | 35,113 | |
Aerosint | ||
Goodwill [Line Items] | ||
Acquisition | 14,581 | |
Dental Arts Labs | ||
Goodwill [Line Items] | ||
Acquisition | 8,839 | |
AIDRO | ||
Goodwill [Line Items] | ||
Acquisition | 3,515 | |
Brewer Dental Lab, Inc. | ||
Goodwill [Line Items] | ||
Acquisition | 2,463 | |
May Dental Lab, Inc. | ||
Goodwill [Line Items] | ||
Acquisition | 6,782 | |
ExOne Company | ||
Goodwill [Line Items] | ||
Acquisition | $ 374,636 |
GOODWILL & INTANGIBLE ASSETS _2
GOODWILL & INTANGIBLE ASSETS - Amortization Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 9,784 | $ 2,343 |
Acquired technology | Cost of sales | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 5,990 | 1,091 |
Acquired technology | Research and development | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 443 | 506 |
Trade name | General and administrative expenses | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 422 | 80 |
Customer relationships | Sales and marketing expense | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 2,902 | 621 |
Capitalized Software | Research and development | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 27 | $ 45 |
GOODWILL & INTANGIBLE ASSETS (D
GOODWILL & INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Gross Carrying Amount | $ 279,488 | $ 280,751 | |
Intangible Assets, Accumulated Amortization | 28,488 | 18,767 | |
Total intangible assets | 251,000 | 261,984 | |
Amortization expense | 9,784 | $ 2,343 | |
Expected amortization expense | |||
2022 (remaining 9 months) | 29,340 | ||
2023 | 42,010 | ||
2024 | 42,072 | ||
2025 | 39,562 | ||
2026 | 29,707 | ||
2027 and after | 68,309 | ||
Total intangible assets | $ 251,000 | 261,984 | |
Acquired technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in years) | 9 years | ||
Intangible assets, Gross Carrying Amount | $ 197,828 | 198,631 | |
Intangible Assets, Accumulated Amortization | 17,833 | 11,421 | |
Total intangible assets | 179,995 | 187,210 | |
Expected amortization expense | |||
Total intangible assets | $ 179,995 | 187,210 | |
Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in years) | 10 years 8 months 12 days | ||
Intangible assets, Gross Carrying Amount | $ 12,469 | 12,475 | |
Intangible Assets, Accumulated Amortization | 1,106 | 684 | |
Total intangible assets | 11,363 | 11,791 | |
Expected amortization expense | |||
Total intangible assets | $ 11,363 | 11,791 | |
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in years) | 10 years 6 months | ||
Intangible assets, Gross Carrying Amount | $ 68,673 | 69,127 | |
Intangible Assets, Accumulated Amortization | 9,156 | 6,296 | |
Total intangible assets | 59,517 | 62,831 | |
Expected amortization expense | |||
Total intangible assets | $ 59,517 | 62,831 | |
Capitalized Software | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in years) | 1 year 3 months 18 days | ||
Intangible assets, Gross Carrying Amount | $ 518 | 518 | |
Intangible Assets, Accumulated Amortization | 393 | 366 | |
Total intangible assets | 125 | 152 | |
Expected amortization expense | |||
Total intangible assets | $ 125 | $ 152 |
OTHER NONCURRENT ASSETS - Compo
OTHER NONCURRENT ASSETS - Components of other noncurrent assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
OTHER NONCURRENT ASSETS | ||
Right-of-use asset | $ 24,288 | $ 17,794 |
Long-term deposits | 644 | 390 |
Other investments | 6,750 | 6,750 |
Other | 461 | 546 |
Total other noncurrent assets | $ 32,143 | $ 25,480 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Compensation and benefits related | $ 12,153 | $ 17,124 |
Professional services | 4,185 | 2,659 |
Warranty reserve | 3,727 | 4,048 |
Franchise and royalty fees | 2,108 | 2,035 |
Current portion of contingent consideration | 2,944 | 1,471 |
Inventory purchases | 2,440 | 1,072 |
Commissions | 366 | 849 |
Income tax payable | 171 | 233 |
Sales and use and franchise taxes | 298 | 274 |
Other | 3,223 | 4,064 |
Total accrued expenses and other current liabilities | 31,615 | 33,829 |
Warranty reserve, at the beginning of the period | 4,048 | 1,553 |
Warranty reserve assumed in acquisition | 1,389 | |
Additions to warranty reserve | 28 | 2,576 |
Claims fulfilled | (349) | (1,470) |
Warranty reserve, at the end of the period | $ 3,727 | $ 4,048 |
DEBT (Details)
DEBT (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2018USD ($)item | Mar. 31, 2022USD ($)loan | Dec. 31, 2021USD ($) | Jul. 30, 2021USD ($) | |
Debt Instrument [Line Items] | ||||
Current portion of long term debt | $ 731 | $ 825 | ||
Long-term debt, net of current portion | 523 | 548 | ||
Deferred financing costs | 100 | |||
Deferred financing costs, net | $ 0 | |||
Dental Arts Labs | ||||
Debt Instrument [Line Items] | ||||
Loan acquired | $ 3,888 | |||
AIDRO | ||||
Debt Instrument [Line Items] | ||||
Term of loan | 4 years 6 months | |||
Loan acquired | $ 1,100 | |||
Outstanding amount | $ 800 | |||
Number of bank loans acquired | loan | 3 | |||
Bank loan paid | $ 100 | |||
Current portion of long term debt | 300 | |||
Long-term debt, net of current portion | $ 500 | |||
AIDRO | Minimum | ||||
Debt Instrument [Line Items] | ||||
Accrued interest rate | 1.70% | |||
AIDRO | Maximum | ||||
Debt Instrument [Line Items] | ||||
Accrued interest rate | 2.10% | |||
Term loan | ||||
Debt Instrument [Line Items] | ||||
Nominal amount | $ 20 | |||
Term of loan | 36 months | |||
Proceeds from PPP loan | $ 10 | |||
Remaining borrowing capacity | $ 10 | |||
Threshold Number of times additional amount drawn | item | 3 | |||
Minimum amount to be drawn | $ 2 | |||
Paycheck Protection Program | EnvisionTEC, Inc. | ||||
Debt Instrument [Line Items] | ||||
Loan acquired | $ 1,200 | |||
Interest rate | 1.00% | |||
Outstanding amount | $ 0 | |||
Equipment Financing Agreements | Dental Arts Labs | ||||
Debt Instrument [Line Items] | ||||
Loan acquired | $ 500 | |||
Current portion of long term debt | $ 500 | |||
Financing agreement term | 13 months | |||
Advance payment | $ 500 |
OTHER NONCURRENT LIABILITIES -
OTHER NONCURRENT LIABILITIES - Summary of other noncurrent liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
OTHER NONCURRENT LIABILITIES | ||
Taxes payable | $ 1,034 | $ 1,034 |
Acquisition consideration | 1,750 | 1,750 |
Other | 381 | 386 |
Total other noncurrent liabilities | $ 3,165 | $ 3,170 |
LEASES - Lessee (Details)
LEASES - Lessee (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($) | Feb. 28, 2022USD ($)period | Mar. 31, 2022USD ($)agreement | Dec. 31, 2021USD ($) | |
Leases | ||||
Right of use assets | $ 24,288 | $ 24,288 | $ 17,794 | |
Total lease liability | 24,500 | 24,500 | 17,800 | |
Impairments | $ 0 | $ 0 | ||
Number of service agreements contained embedded lease | agreement | 2 | |||
Adaptive 3D Technologies Inc | ||||
Leases | ||||
Annual rent | $ 300 | |||
Renewal lease term | 1 year | 1 year | ||
Dental Arts Labs | ||||
Leases | ||||
Right of use assets | $ 3,500 | $ 3,500 | ||
ExOne Company | ||||
Leases | ||||
Number of additional extensions | period | 2 | |||
Extension lease term | 5 years | |||
Annual rent | $ 1,700 |
LEASES - Other lease related ba
LEASES - Other lease related balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease cost | ||
Operating lease cost | $ 1,460 | $ 323 |
Finance lease cost | 19 | |
Short-term lease cost | 70 | 22 |
Variable lease cost | 61 | 39 |
Total lease cost | 1,610 | 384 |
Operating cash flows used in operating leases | 1,464 | $ 244 |
Operating cash flows used in finance leases | $ 21 | |
Weighted-average remaining lease term-operating leases (years) | 3 years 6 months | 2 years 10 months 24 days |
Weighted-average remaining lease term-finance leases (years) | 7 years 7 months 6 days | |
Weighted-average discount rate-operating leases | 3.90% | 5.50% |
Weighted-average discount rate- finance leases | 1.50% |
LEASES - Future minimum lease p
LEASES - Future minimum lease payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Leases | |
2022 (remaining 9 months) | $ 4,633 |
2023 | 5,790 |
2024 | 4,386 |
2025 | 3,681 |
2026 | 3,427 |
2026 and after | 5,267 |
Total lease payments | 27,184 |
Less amount representing interest | (2,685) |
Total lease liability | 24,499 |
Less current portion of lease liability | (5,264) |
Lease liability, net of current portion | $ 19,235 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liability Current, Lease Liability Non Current |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liability Current |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liability Non Current |
Finance Leases | |
2022 | $ 63 |
2023 | 84 |
2024 | 80 |
2025 | 79 |
2026 | 79 |
2026 and after | 351 |
Total lease payments | 736 |
Less amount representing interest | (53) |
Total lease liability | 683 |
Less current portion of lease liability | (62) |
Lease liability, net of current portion | $ 621 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liability Current, Lease Liability Non Current |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liability Current |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liability Non Current |
LEASES - Lessor (Details)
LEASES - Lessor (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
LEASES | ||
Net investment in sales-type lease arrangements | $ 661 | $ 0 |
LEASES - Components of operatin
LEASES - Components of operating and sales-type lease arrangements (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Operating | |
Revenue | $ 192 |
Sales-type | |
Interest Income | $ 9 |
LEASES - Net investment in sale
LEASES - Net investment in sales-type leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
LEASES | ||
Future minimum lease payments receivable | $ 1,184 | |
Less: Allowance for doubtful accounts | (523) | |
Net future minimum lease payments receivable | 661 | $ 0 |
Less: Unearned interest income | (30) | |
Net investment in sales-type leases | $ 631 |
LEASES - Future minimum lease o
LEASES - Future minimum lease operating and sales-type lease arrangements (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating | |
2022 | $ 243 |
2023 | 211 |
2024 | 37 |
2025 | 9 |
Total minimum lease payments | 500 |
Sales-type | |
2022 | 632 |
2023 | 463 |
2024 | 45 |
2025 | 44 |
Total minimum lease payments | 1,184 |
Less: Allowance for doubtful accounts | (523) |
Less: Unearned interest income | (30) |
Future minimum lease payments receivable | $ 631 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($) | Nov. 12, 2021USD ($)item | |
Other Commitments [Line Items] | ||
Purchase orders with contract manufacturers | $ 52.7 | |
One time royalty payment | 0.3 | |
Minimum annual commitment | 0.3 | |
Number of putative class action complaints filed by shareholders | item | 12 | |
Letter of Credit | ||
Other Commitments [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4 | |
Line of credit facility, Collateral amount | $ 1.1 | |
Total outstanding financial guarantees and letters of credit | 2.7 | |
Letter of Credit | Restricted Cash | ||
Other Commitments [Line Items] | ||
Line of credit facility, Cash collateral | 1.6 | |
Letter Of Credit, Expiring from March 2022 to March 2023 | ||
Other Commitments [Line Items] | ||
Total outstanding financial guarantees and letters of credit | 0.6 | |
Letter Of Credit, With No Expiration Date | ||
Other Commitments [Line Items] | ||
Total outstanding financial guarantees and letters of credit | $ 2.1 | |
Minimum | ||
Other Commitments [Line Items] | ||
Obligation to pay (as percentage) | 1.00% | |
Maximum | ||
Other Commitments [Line Items] | ||
Obligation to pay (as percentage) | 13.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
INCOME TAXES | |||
Income tax benefit | $ (1,256) | $ (27,920) | |
Unrecognized tax liability | $ 1,000 | $ 1,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Convertible Preferred Stock and Stockholders' Equity | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock par value (in dollars per share) | $ 0.0001 | |
Common Class A | ||
Convertible Preferred Stock and Stockholders' Equity | ||
Common stock, shares authorized | 500,000,000 | |
Common stock par value (in dollars per share) | $ 0.0001 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted Stock Agreements (Details) - Restricted Stock awards | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued | shares | 34,010,977 |
Share price | $ / shares | $ 0.0001 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) $ / shares in Units, $ in Thousands | Feb. 24, 2020$ / sharesshares | Mar. 31, 2022USD ($)D$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 29, 2021$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Proceeds from Warrant Exercises | $ | $ 158,308 | ||||
Divisional Factor for Conversion of Debt to Warrants | $ 1 | ||||
Change in fair value of warrant liabilities | $ | 56,576 | ||||
Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Common stock par value (in dollars per share) | 0.0001 | ||||
Trine Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Share Price | 10 | ||||
Exercise price | $ 11.50 | $ 11.50 | |||
Warrant exercisable term | 30 days | ||||
Warrants and Rights Outstanding, Term | 5 years | ||||
Warrant redemption price | $ 0.01 | ||||
Debt Instrument, Convertible, Threshold Trading Days | D | 20 | ||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | D | 30 | ||||
Number of warrants exercised | shares | 14,840,589 | ||||
Proceeds from Warrant Exercises | $ | $ 170,700 | ||||
Class of Warrant or Rights, Redeemed | shares | 166,905 | ||||
Redemption Price Per Warrant | $ 0.01 | ||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 1,500,000 | ||||
Trine Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Number of common stock purchased by each warrant | shares | 1 | ||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||
Trine Warrants | Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of common stock purchased by each warrant | shares | 0.5 | ||||
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of common stock purchased by each warrant | shares | 1 | ||||
Exercise price | $ 11.50 | ||||
Warrant redemption price | $ 1 | ||||
Warrants to purchase shares | shares | 8,503,000 | ||||
Warrants and Rights Outstanding | $ | $ 8,503 | ||||
Change in fair value of warrant liabilities | $ | $ 0 | $ 56,600 | |||
Number of shares issued during the period up on exercise of warrants not settle-able in cash. | shares | 5,850,346 | ||||
Minimum | Trine Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Share Price | $ 18 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Warrants (Details) - Private Placement Warrants | Mar. 31, 2022USD ($)Y |
Expected volatility | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.550 |
Expected life (in years) | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | Y | 0.048 |
Exercise price | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.1150 |
Minimum | Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.004 |
Minimum | Fair value of common stock | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.1982 |
Maximum | Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.006 |
Maximum | Fair value of common stock | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.3049 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock Incentive Plan (Details) $ in Millions | Jan. 01, 2022shares | Dec. 31, 2020shares | Jul. 31, 2020USD ($)employee | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2019shares | Dec. 31, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Cliff Vesting Period | 1 year | ||||||
Number of employees affected by repricing | employee | 116 | ||||||
Expenses recognized | $ | $ 3.6 | $ 8.6 | $ 0.8 | ||||
Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 0 | 0 | |||||
2015 stock incentive plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards made under the plan | 26,283,789 | ||||||
Expiration period | 10 years | ||||||
Vesting period | 4 years | ||||||
Make Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Vesting period | 4 years | ||||||
Options and warrants to be issued | 232,304 | ||||||
Granted (in shares) | 0 | ||||||
2020 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock available for future issuance | 12,400,813 | ||||||
Percentage of stock outstanding | 5.00% | ||||||
Additional shares added to the plan | 15,573,698 |
STOCK BASED COMPENSATION - Perf
STOCK BASED COMPENSATION - Performance-Based Stock Options (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options vested (in shares) | 8,001,000 | |||
Options forfeited (in shares) | 283,000 | |||
Options outstanding (in shares) | 12,179,000 | 13,249,000 | ||
Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 0 | 0 | ||
Performance-Based Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options vested (in shares) | 0 | |||
Options forfeited (in shares) | 0 | 83,958 | ||
Options outstanding (in shares) | 476,298 | |||
Performance-Based Stock Options | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 560,256 |
STOCK BASED COMPENSATION - Assu
STOCK BASED COMPENSATION - Assumed Stock Options (Details) - ExOne Company | Nov. 12, 2021$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of unvested stock options | 86,020 |
Assumed Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of unvested stock options | 86,020 |
Risk-free interest rate, Minimum | 0.50% |
Risk-free interest rate, Maximum | 0.80% |
Expected volatility, Minimum | 57.20% |
Expected volatility, Maximum | 59.40% |
Expected life, Minimum (in years) | 1 year |
Expected life, Maximum (in years) | 2 years 9 months 18 days |
Fair value of Common Stock | $ / shares | $ 8.61 |
STOCK BASED COMPENSATION - Opti
STOCK BASED COMPENSATION - Option Activity of the Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Number of shares | |||
Outstanding at beginning of period (in shares) | 13,249 | ||
Exercised (in shares) | (787) | ||
Forfeited/expired (in shares) | (283) | ||
Outstanding at end of period (in shares) | 12,179 | 13,249 | |
Options vested at end of period (in shares) | 8,001 | ||
Options vested or expected to vest at end of period (in shares) | 11,652 | ||
Weighted-Average Exercise Price per share | |||
Outstanding at beginning of period (in dollars per share) | $ 1.73 | ||
Exercised (in dollars per share) | 1.14 | ||
Forfeited/expired (in dollars per share) | 1.68 | ||
Outstanding at end of period (in dollars per share) | 1.77 | $ 1.73 | |
Options vested at end of period (in dollars per share) | 1.91 | ||
Options vested or expected to vest at end of period | $ 1.78 | ||
Weighted-average remaining contractual term (in years) | 7 years 21 days | 7 years 2 months 23 days | |
Options vested at end of period | 6 years 5 months 19 days | ||
Options vested or expected to vest at end of period | 7 years 3 days | ||
Aggregate intrinsic value of options outstanding | $ 36,302 | $ 42,775 | |
Options vested (in dollars) | 22,710 | ||
Options vested or expected to vest (in dollars) | 40,852 | ||
Aggregate intrinsic value of options exercised | 2,500 | $ 100 | |
Total stock based compensation expenses | 9,912 | 2,217 | |
Unrecognized stock-based compensation expense, stock options | $ 6,900 | ||
Weighted-average period | 2 years 2 months 12 days | ||
Stock option | |||
Weighted-Average Exercise Price per share | |||
Total stock based compensation expenses | $ 900 | $ 1,200 |
STOCK BASED COMPENSATION - Rest
STOCK BASED COMPENSATION - Restricted Stock Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Weighted Average Grant Date Fair Value | ||
Total stock based compensation expenses | $ 9,912 | $ 2,217 |
Weighted-average period | 2 years 2 months 12 days | |
Restricted Stock awards | ||
Shares Subject to Vesting | ||
Balance at beginning of period, unvested shares (in shares) | 264 | |
Cancelled/Forfeited | (5) | |
Vested (in shares) | (84) | |
Balance at end of period, unvested shares (in shares) | 175 | |
Weighted Average Grant Date Fair Value | ||
Balance at beginning of Period, unvested shares (in dollars per share) | $ 7.79 | |
Cancelled/Forfeited (in dollars per share) | 8.78 | |
Vested (in dollars per share) | 6.90 | |
Balance at end of Period, unvested shares (in dollars per share) | $ 7.79 | |
Total stock based compensation expenses | $ 400 | $ 200 |
Unrecognized stock-based compensation expense | $ 1,500 | |
Weighted-average period | 1 year 10 months 24 days |
STOCK BASED COMPENSATION - Re_2
STOCK BASED COMPENSATION - Restricted Stock Units (Details) - USD ($) $ / shares in Units, shares in Thousands | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Cliff Vesting Period | 1 year | ||
Expenses recognized | $ 3,600,000 | $ 8,600,000 | $ 800,000 |
Weighted-average period | 2 years 2 months 12 days | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Cliff Vesting Period | 1 year | ||
Unrecognized compensation costs, non-vested RSUs | $ 112.1 | ||
Weighted-average period | 3 years 3 months 18 days | ||
Shares Subject to Vesting | |||
Balance at beginning of period, unvested shares (in shares) | 16,395 | ||
Granted (in shares) | 5,527 | ||
Vested (in shares) | (520) | ||
Cancelled/Forfeited | (392) | ||
Balance at end of period, unvested shares (in shares) | 21,010 | ||
Weighted Average Grant Date Fair Value | |||
Balance at beginning of Period, unvested shares (in dollars per share) | $ 7.54 | ||
Granted (in dollars per share) | 4.20 | ||
Vested (in dollars per share) | 13.41 | ||
Cancelled/Forfeited (in dollars per share) | 11.09 | ||
Balance at end of Period, unvested shares (in dollars per share) | $ 6.44 |
STOCK BASED COMPENSATION - Pe_2
STOCK BASED COMPENSATION - Performance-Based Restricted Stock Units (Details) - Performance-Based Restricted Stock Units - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in shares) | 0 | 0 | 0 |
Forfeited (in shares) | 0 | 120,000 | |
Outstanding (in shares) | 550,000 | 124,300 | |
Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 670,000 | 124,300 |
STOCK BASED COMPENSATION - Mark
STOCK BASED COMPENSATION - Market-Based Restricted Stock Units (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation expenses | $ 9,912,000 | $ 2,217,000 | ||
Market Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.30% | |||
Expected life (in years) | 7 years | |||
Expected volatility | 55.00% | |||
Fair value of Common Stock, Minimum | $ 0.98 | |||
Fair value of Common Stock, Maximum | $ 4.95 | |||
Target performance (number of shares) | 9,070,269 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | 0 | |||
Outstanding (in shares) | 6,802,702 | |||
Market Based Restricted Stock Units | Mr. Sibalani | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation expenses | $ 0 | |||
Market Based Restricted Stock Units | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 9,070,269 |
STOCK BASED COMPENSATION - Liab
STOCK BASED COMPENSATION - Liability-Classified Share-Based Arrangement (Details) - Liability-Classified Share-Based Arrangement $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target fair value | $ 8.5 |
Fair value of awards | $ 0 |
STOCK BASED COMPENSATION - St_2
STOCK BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation expenses | $ 9,912 | $ 2,217 |
2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for grant | 20,115,713 | |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation expenses | $ 4,720 | 916 |
General and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation expenses | 3,420 | 839 |
Sales and marketing expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation expenses | 1,285 | 345 |
Cost of sales | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation expenses | $ 487 | $ 117 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Right of use assets | $ 24,288 | $ 17,794 | |
Lease liability | 24,499 | ||
Dental Arts Labs | |||
Related Party Transaction [Line Items] | |||
Right of use assets | 3,500 | ||
Lease liability | 3,500 | ||
Annual commitment | 600 | ||
Lease expense paid | $ 100 | ||
Operating Lease Agreement With A T M R E LLC | |||
Related Party Transaction [Line Items] | |||
Right of use assets | $ 500 | ||
Lease liability | 500 | ||
Annual commitment | 200 | ||
Operating Lease Agreement With JES Besitzgesellschaft GmbH | |||
Related Party Transaction [Line Items] | |||
Right of use assets | 200 | ||
Lease liability | 200 | ||
Annual commitment | 100 | ||
Operating Lease Agreement With Sitraco (UK) Limited | |||
Related Party Transaction [Line Items] | |||
Right of use assets | 200 | ||
Lease liability | 200 | ||
Annual commitment | $ 100 |
SEGMENT INFORMATION - Revenue (
SEGMENT INFORMATION - Revenue (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Segment Information | |||
Number of segments | segment | 1 | ||
Revenue | $ 43,706 | $ 11,313 | |
Total long-lived assets | 82,370 | $ 76,505 | |
Revenue recognized at a point in time | |||
Segment Information | |||
Revenue | 39,476 | 10,311 | |
Revenue recognized over time | |||
Segment Information | |||
Revenue | 4,230 | 1,002 | |
Products | |||
Segment Information | |||
Revenue | 39,476 | 10,311 | |
Services | |||
Segment Information | |||
Revenue | 4,230 | 1,002 | |
Americas | |||
Segment Information | |||
Revenue | 30,735 | 6,559 | |
Total long-lived assets | 57,703 | 58,355 | |
Americas | Products | |||
Segment Information | |||
Revenue | 27,929 | 5,854 | |
Americas | Services | |||
Segment Information | |||
Revenue | 2,806 | 705 | |
EMEA | |||
Segment Information | |||
Revenue | 9,793 | 2,741 | |
Total long-lived assets | 18,296 | 11,289 | |
EMEA | Products | |||
Segment Information | |||
Revenue | 8,593 | 2,526 | |
EMEA | Services | |||
Segment Information | |||
Revenue | 1,200 | 215 | |
APAC | |||
Segment Information | |||
Revenue | 3,178 | 2,013 | |
Total long-lived assets | 6,371 | $ 6,861 | |
APAC | Products | |||
Segment Information | |||
Revenue | 2,954 | 1,931 | |
APAC | Services | |||
Segment Information | |||
Revenue | $ 224 | $ 82 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator for basic and diluted net loss per share: | ||
Net loss | $ (69,944) | $ (59,108) |
Weighted-average shares basic | 312,016,627 | 238,243,779 |
Weighted-average shares diluted | 312,016,627 | 238,243,779 |
Net loss per share-Basic | $ (0.22) | $ (0.25) |
Net loss per share-Diluted | $ (0.22) | $ (0.25) |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive securities excluded from computation of earnings per share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 33,364 | 20,520 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 12,179 | 19,378 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 21,010 | 918 |
Restricted Stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 175 | 224 |