Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2024

Desktop Metal, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-38835	83-2044042
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


63 Third Avenue Burlington, Massachusetts		01803
(Address of principal executive offices)		(Zip Code)

(978) 224-1244

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		DM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02Results of Operations and Financial Condition

On July 30, 2024, Desktop Metal, Inc., a Delaware Corporation (the “Company” or “DM”), issued a press release announcing its financial results for the second quarter of fiscal year 2024. A copy of the press release is attached to this report as Exhibit 99.1.

The information in this report furnished pursuant to Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references such information.

Item 9.01.Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated July 30, 2024
104		Cover Page Interactive Data File (formatted as inline XBRL)

Forward-looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in these communications, including statements regarding Desktop Metal’s future results of operations and financial position, financial targets, business strategy, plans and objectives for future operations and the expected benefits of the proposed transaction with Nano Dimension, are forward-looking statements. Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: demand for Desktop Metal’s products and services; the global macro-economic environment; impacts of rapid technological change in the additive manufacturing industry; Desktop Metal’s ability to realize the benefits from cost saving measures; supply and logistics disruptions, including shortages and delays; and risks related to the completion of the proposed transaction and actions related thereto. For more information about risks and uncertainties that may impact Desktop Metal’s business, financial condition, results of operations and prospects generally, please refer to Desktop Metal’s reports filed with the SEC, including without limitation the “Risk Factors” and/or other information included in the Form 10-K filed with the SEC on March 15, 2024, and such other reports as Desktop Metal has filed or may file with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Desktop Metal, Inc. assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

No Offer or Solicitation

This report is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Desktop Metal intends to file a proxy statement with the SEC. Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that Desktop Metal may file with the SEC. The definitive proxy statement (if and when available) will be mailed to stockholders of Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement (if and when available) and other documents containing important information about Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.

Participants in the Solicitation

Desktop Metal, Nano and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Desktop Metal is set forth in Desktop Metal’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 23, 2024. Information about the directors and executive officers of Nano is set forth in Nano’s Annual Report on Form 20-F, which was filed with the SEC on March 21, 2024. Other information regarding persons why may be deemed to be participants in the solicitation of Desktop Metal’s stockholders in connection with the proposed transaction and any direct or indirect interests they may have in the proposed transaction will be set forth in Desktop Metal’s definitive proxy statement for its special meeting of stockholders when it is filed with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Desktop Metal, Inc.

Date: July 30, 2024	By:	/s/ Larry O’Connell
	Name:	Larry O’Connell
	Title:	General Counsel and Corporate Secretary

Exhibit 99.1

Desktop Metal Announces Second Quarter 2024 Financial Results

●

Revenue of $38.9 million compared to $53.3 million for the same period a year ago

●

Q2 net loss of $(103.4) million, impacted by one-time noncash charges related to accelerated amortization and depreciation on certain intangible and fixed assets

●

Adjusted EBITDA of $(13.2) million, an improvement from $(15) million from Q2 2023

●

Quarterly GAAP operating expenses increased to $69.1 million due to accelerated amortization and depreciation from discontinued operations. Ongoing cost reductions delivered non-GAAP operating expenses of $27 million, a 22% year-over-year improvement

●

Services revenue in support of current and prospective customers increased 27% to $7.5 million, up from $5.9 million a year ago.

●

Announced definitive merger agreement for a proposed business combination with Nano Dimension

BOSTON--(BUSINESS WIRE)-- Desktop Metal, Inc. (NYSE: DM), a global leader in Additive Manufacturing 2.0 technologies for mass production, today announced its financial results for the second quarter ended June 30, 2024.

“Since the beginning of 2022, Desktop Metal has worked tirelessly to align our cost structure with macroeconomic realities, making hard decisions about the business. By the end of Q1 we had delivered nine quarters of non-GAAP opex reduction and brought our cash burn down dramatically. I am proud of the progress we have shown,” said Ric Fulop, Founder and CEO of Desktop Metal.

“However, despite these efforts, we've faced an increasingly challenging business environment as a result of rising rates, slowing capex budgets and other macro related challenges. We began to notice a concerning trend towards the end of this quarter with customers becoming hesitant to engage in closing deals due to our weakening financial outlook making it more difficult to reach our targets.

“This feedback from the market was a clear signal that we needed to take action. The proposed combination with Nano Dimension represents the best path forward for Desktop Metal and all of our stakeholders. This merger offers several key benefits that we expect will strengthen our competitive position and preserve shareholder value.”

Second Quarter 2024 Recent Business Highlights:

Corporate

●

Continued execution of cost reduction plans as we work to align business structure with current 3D printing market

Product Performance

●

Launched and began selling the all-new PureSinter™ Furnace for high-purity, one-run debinding and sintering of metal parts produced with either additive manufacturing or traditional manufacturing methods. The first unit has been sold to AmPd Labs in Texas, a manufacturing services provider and DM Super Fleet customer with three Shop Systems being used for metal production.

●

Announced that platinum is now customer-qualified on the DM Production System binder jet 3D printing platform by Legor, an Italy-based leader in metals science and production of best-in-class alloys, powders, and plating solutions for the jewelry and fashion hardware and accessories markets.

●

Showcased more than 24 customer applications and new breakthroughs in production metal and ceramic 3D Printing at RAPID + TCT, including aluminum 6061 components produced with Bega, a global leader in fine architectural outdoor and indoor lighting, and Eaton, an intelligent power management company with six DM printers

●

Installed our fourth Figur G-15 Digital Sheet Forming system to Wisconsin-Based Evology Manufacturing, an ITAR-registered full-service contract manufacturer with 30+ years of experience using traditional and additive manufacturing to serve some of the most innovative product companies in the world

●

Desktop Health® announced Flexcera® Smile Ultra+ Dental Resin is now validated to 3D print strong and lifelike teeth restorations for use in dental implantology with All-on-X implant provisionals.

Second Quarter 2024 Financial Highlights

●

Revenue of $38.9 million, down from $53.3 million in the same quarter a year ago.

●

GAAP gross margin of (83)%; Non-GAAP gross margin of 29.2%. GAAP gross margins impacted by one-time noncash charges related to accelerated amortization and depreciation on certain intangible and fixed assets

●

Q2 2024 net loss of $(103.4) million, impacted by one-time noncash charges related to accelerated amortization and depreciation on certain intangible and fixed assets

●

Adjusted EBITDA of $(13.2) million, a year-over-year improvement of 12%

●

Cash, cash equivalents, and short-term investments closed first quarter 2024 at $46.7 million, as rate of operating cash consumption declined 40% compared to the same year-ago quarter

●

Removing financial guidance for the remainder of the year due to the pending acquisition by Nano Dimension

Conference Call Information:

Desktop Metal will host a conference call on Wednesday, July 31, 2024 at 8:30 am ET to discuss second quarter 2024 results. Participants may access the call at 1-800-717-1738, international callers may use 1-646-307-1865, and request to join the Desktop Metal financial results conference call. A simultaneous webcast of the conference call and the accompanying summary presentation may be accessed online at the Events & Presentations section of ir.desktopmetal.com/. A replay will be available shortly after the conclusion of the conference call at the same website.

About Desktop Metal

Desktop Metal (NYSE:DM) is driving Additive Manufacturing 2.0, a new era of on-demand, digital mass production of industrial, medical, and consumer products. Our innovative 3D printers, materials, and software deliver the speed, cost, and part quality required for this transformation. We’re the original inventors and world leaders of the 3D printing methods we believe will empower this shift, binder jetting and digital light processing. Today, our systems print metal, polymer, sand and other ceramics, as well as foam and recycled wood. Manufacturers use our technology worldwide to save time and money, reduce waste, increase flexibility, and produce designs that solve the world’s toughest problems and enable once-impossible innovations. Learn more about Desktop Metal and our #TeamDM brands at www.desktopmetal.com.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in these communications, including statements regarding Desktop Metal’s future results of operations and financial position, financial targets, business strategy, plans and objectives for future operations and the expected benefits of the proposed transaction with Nano Dimension, are forward-looking statements. Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: demand for Desktop Metal’s products and services; the global macro-economic environment; impacts of rapid technological change in the additive manufacturing industry; Desktop Metal’s ability to realize the benefits from cost saving measures; supply and logistics disruptions, including shortages and delays; and risks related to the completion of the proposed transaction and actions related thereto. For more information about risks and uncertainties that may impact Desktop Metal’s business, financial condition, results of operations and prospects generally, please refer to Desktop Metal’s reports filed with the SEC, including without limitation the “Risk Factors” and/or other information included in the Form 10-K filed with the SEC on March 15, 2024, and such other reports as Desktop Metal has filed or may file with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Desktop Metal, Inc. assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any

sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Transaction and Where to Find It

Participants in the Solicitation

Investor Relations:

(857) 504-1084

DesktopMetalIR@icrinc.com

Media Relations:

Sarah Webster

(313) 715-6988

sarahwebster@desktopmetal.com

DESKTOP METAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)


	June 30,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	45,855	$	83,845
Current portion of restricted cash		215		233
Short-term investments		177		625
Accounts receivable		29,507		37,690
Inventory		84,005		82,639
Prepaid expenses and other current assets		10,096		11,105
Total current assets		169,855		216,137
Restricted cash, net of current portion		612		612
Property and equipment, net		26,351		35,840
Intangible assets, net		80,390		168,259
Other noncurrent assets		29,284		37,153
Total Assets	$	306,492	$	458,001
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	18,089	$	18,190
Customer deposits		4,630		5,356
Current portion of lease liability		7,756		7,404
Accrued expenses and other current liabilities		24,891		27,085
Current portion of deferred revenue		9,860		11,739
Current portion of long-term debt, net of deferred financing costs		225		330
Total current liabilities		65,451		70,104
Long-term debt, net of current portion		29		89
Convertible notes		112,930		112,565
Lease liability, net of current portion		20,522		23,566
Deferred revenue, net of current portion		1,842		3,696
Deferred tax liability		3,138		3,523
Other noncurrent liabilities		2,739		2,806
Total liabilities		206,651		216,349
Commitments and Contingencies (Note 17)
Stockholders’ Equity
Preferred Stock, $0.0001 par value—authorized, 50,000,000 shares; no shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		—		—
Common Stock, $0.0001 par value—500,000,000 shares authorized; 33,196,705 and 32,527,742 shares issued at June 30, 2024 and December 31, 2023, respectively, 33,196,705 and 32,527,167 shares outstanding at June 30, 2024 and December 31, 2023, respectively		4		4
Additional paid-in capital		1,923,978		1,908,533
Accumulated deficit		(1,787,763)		(1,632,225)
Accumulated other comprehensive loss		(36,378)		(34,660)
Total Stockholders’ Equity		99,841		241,652
Total Liabilities and Stockholders’ Equity	$	306,492	$	458,001

See notes to condensed consolidated financial statements

DESKTOP METAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Revenues
Products	$	31,411	$	47,398	$	67,042	$	84,095
Services		7,521		5,888		12,490		10,507
Total revenues		38,932		53,286		79,532		94,602
Cost of sales
Products		67,209		43,224		106,228		82,115
Services		3,912		3,973		7,699		7,762
Total cost of sales		71,121		47,197		113,927		89,877
Gross profit (loss)		(32,189)		6,089		(34,395)		4,725
Operating expenses
Research and development		17,143		21,223		36,956		44,367
Sales and marketing		25,802		10,440		36,955		20,047
General and administrative		26,193		22,944		42,410		41,145
Total operating expenses		69,138		54,607		116,321		105,559
Loss from operations		(101,327)		(48,518)		(150,716)		(100,834)
Interest expense		(1,690)		(1,109)		(3,181)		(1,920)
Interest and other expense, net		(78)		(78)		(1,494)		(149)
Loss before income taxes		(103,095)		(49,705)		(155,391)		(102,903)
Income tax benefit (expense)		(345)	$	(23)	$	(147)	$	534
Net loss	$	(103,440)	$	(49,728)	$	(155,538)	$	(102,369)
Net loss per share—basic and diluted		(3.13)		(1.55)		(4.73)		(3.20)
Weighted average shares outstanding, basic and diluted		33,085,262		32,165,582		32,898,836		32,038,281

See notes to condensed consolidated financial statements.

DESKTOP METAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(in thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net loss	$	(103,440)	$	(49,728)	$	(155,538)	$	(102,369)
Other comprehensive loss, net of taxes:
Unrealized gain (loss) on available-for-sale marketable securities, net		—		148		(451)		337
Foreign currency translation adjustment		(500)		(1,316)		(1,267)		233
Total comprehensive loss, net of taxes of $0	$	(103,940)	$	(50,896)	$	(157,256)	$	(101,799)

See notes to condensed consolidated financial statements.

DESKTOP METAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share amounts)

	Three Months Ended June 30, 2024
								Accumulated
								Other
	Common Stock			Additional				Comprehensive		Total
	Voting			Paid-in		Accumulated		(Loss)		Stockholders’
	Shares	Amount		Capital		Deficit		Income		Equity
BALANCE— April 1, 2024	32,970,519	$	4	$	1,917,535	$	(1,684,323)	$	(35,878)	$	197,338
Fractional shares redeemed for cash in lieu of reverse stock split	(1,338)		—		(7)		—		—		(7)
Vesting of restricted stock units	234,110		—		—		—		—		—
Repurchase of shares for employee tax withholdings	(6,586)		—		(47)		—		—		(47)
Stock-based compensation expense	—		—		6,497		—		—		6,497
Net loss	—		—		—		(103,440)		—		(103,440)
Other comprehensive loss	—		—		—		—		(500)		(500)
BALANCE—June 30, 2024	33,196,705	$	4	$	1,923,978	$	(1,787,763)	$	(36,378)	$	99,841


	Six Months Ended June 30, 2024
								Accumulated
								Other
	Common Stock			Additional				Comprehensive		Total
	Voting			Paid-in		Accumulated		(Loss)		Stockholders’
	Shares	Amount		Capital		Deficit		Income		Equity
BALANCE—January 1, 2024	32,527,167	$	4	$	1,908,533	$	(1,632,225)	$	(34,660)	$	241,652
Fractional shares redeemed for cash in lieu of reverse stock split	(1,338)		—		(7)		—		—		(7)
Vesting of restricted Common Stock	574		—		—		—		—		—
Vesting of restricted stock units	730,477		—		—		—		—		—
Repurchase of shares for employee tax withholdings	(60,175)		—		(375)		—		—		(375)
Issuance of common stock related to share-based liability awards	—		—		1,997		—		—		1,997
Stock-based compensation expense	—		—		13,830		—		—		13,830
Net loss	—		—		—		(155,538)		—		(155,538)
Other comprehensive loss	—		—		—		—		(1,718)		(1,718)
BALANCE—June 30, 2024	33,196,705	$	4	$	1,923,978	$	(1,787,763)	$	(36,378)	$	99,841


	Three Months Ended June 30, 2023
								Accumulated
								Other
	Common Stock			Additional				Comprehensive		Total
	Voting			Paid-in		Accumulated		(Loss)		Stockholders’
	Shares	Amount		Capital		Deficit		Income		Equity
BALANCE—April 1, 2023	32,040,139	$	3	$	1,883,793	$	(1,361,595)	$	(36,630)	$	485,571
Exercise of Common Stock options	47,223		—		560		—		—		560
Vesting of restricted Common Stock	5,021		—		—		—		—		—
Vesting of restricted stock units	126,662		—		—		—		—		—
Repurchase of shares for employee tax withholdings	(505)		—		(11)		—		—		(11)
Issuance of Common Stock related to settlement of contingent consideration	44,479		—		797		—		—		797
Stock-based compensation expense	—		—		8,438		—		—		8,438
Net loss	—		—		—		(49,728)		—		(49,728)
Other comprehensive income (loss)	—		—		—		—		(1,168)		(1,168)
BALANCE—June 30, 2023	32,263,019	$	3	$	1,893,577	$	(1,411,323)	$	(37,798)	$	444,459


	Six Months Ended June 30, 2023
								Accumulated
								Other
	Common Stock			Additional				Comprehensive		Total
	Voting			Paid-in		Accumulated		(Loss)		Stockholders’
	Shares	Amount		Capital		Deficit		Income		Equity
BALANCE—January 1, 2023	31,813,343	$	3	$	1,874,821	$	(1,308,954)	$	(38,368)	$	527,502
Exercise of Common Stock options	96,811		—		1,157		—		—		1,157
Vesting of restricted Common Stock	7,559		—		—		—		—		—
Vesting of restricted stock units	307,504		—		—		—		—		—
Repurchase of shares for employee tax withholdings	(6,677)		—		(109)		—		—		(109)
Issuance of Common Stock related to settlement of contingent consideration	44,479				797						797
Stock-based compensation expense	—		—		16,911		—		—		16,911
Net loss	—		—		—		(102,369)		—		(102,369)
Other comprehensive income (loss)	—		—		—		—		570		570
BALANCE—June 30, 2023	32,263,019	$	3	$	1,893,577	$	(1,411,323)	$	(37,798)	$	444,459

See notes to condensed consolidated financial statements.

DESKTOP METAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(155,538)	$	(102,369)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		96,043		26,965
Stock-based compensation		14,335		19,016
Amortization (accretion) of discount on investments		—		(484)
Amortization of deferred costs on convertible notes		365		365
Provision for bad debt		200		962
Provision for slow-moving, obsolete, and lower of cost or net realizable value inventories, net		(45)		—
Loss on disposal of property and equipment		(92)		496
Foreign exchange (gains) losses on intercompany transactions, net		299		—
Net decrease in accrued interest related to marketable securities		—		238
Net unrealized loss on equity investment		448		148
Deferred tax benefit		147		(534)
Foreign currency transaction loss		497		97
Changes in operating assets and liabilities:
Accounts receivable		7,777		(3,661)
Inventory		(3,353)		(8,760)
Prepaid expenses and other current assets		910		(675)
Other assets		8,909		1,595
Accounts payable		(38)		(407)
Accrued expenses and other current liabilities		(282)		1,097
Customer deposits		(644)		(2,322)
Current portion of deferred revenue		(3,611)		(918)
Change in right of use assets and lease liabilities, net		(3,778)		(3,110)
Other liabilities		19		1,767
Net cash used in operating activities		(37,432)		(70,494)
Cash flows from investing activities:
Purchases of property and equipment		(681)		(1,305)
Proceeds from sale of property and equipment		1,694		9,942
Purchase of marketable securities		—		(4,973)
Proceeds from sales and maturities of marketable securities		—		107,719
Cash paid for acquisitions, net of cash acquired		—		(500)
Net cash provided by investing activities		1,013		110,883
Cash flows from financing activities:
Proceeds from the exercise of stock options		—		1,157
Payment of taxes related to net share settlement upon vesting of restricted stock units		(376)		(108)
Repayment of loans		(158)		(328)
Net cash (used in) provided by financing activities		(534)		721
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1,055)		73
Net increase (decrease) in cash, cash equivalents, and restricted cash		(38,008)		41,183
Cash, cash equivalents, and restricted cash at beginning of period		84,690		81,913
Cash, cash equivalents, and restricted cash at end of period		46,682		123,096

Supplemental disclosures of cash flow information
Reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total shown in the condensed consolidated statements of cash flows:
Cash and cash equivalents	$	45,855	$	121,660
Restricted cash included in other current assets		215		824
Restricted cash included in other noncurrent assets		612		612
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	46,682	$	123,096


Supplemental cash flow information:
Interest paid	$	3,488	$	—
Taxes paid	$	—	$	—

Non-cash investing and financing activities:
Net unrealized gain on investments	$	—	$	(337)
Common Stock issued for settlement of contingent consideration				797
Additions to right of use assets and lease liabilities	$	863	$	8,489
Purchase of property and equipment included in accounts payable	$	129	$	365
Purchase of property and equipment included in accrued expense	$	—	$	32
Transfers from inventory to PP&E		1,285		—
Transfers from property and equipment to inventory	$	—	$	841
Transfers from inventory to property and equipment	$	—	$	1,345

See notes to condensed consolidated financial statements.

Non-GAAP Financial Information

This press release contains non-GAAP financial measures, including non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP operating expense, EBITDA and Adjusted EBITDA.

● We define non-GAAP gross margin as GAAP gross margin excluding the effect of stock-based compensation, amortization of acquired intangible assets, restructuring, acquisition-related and integration costs, and inventory step-up adjustments

● We define non-GAAP operating loss as GAAP operating loss excluding the effect of stock-based compensation, amortization of acquired intangible assets, restructuring, inventory step-up adjustments, and acquisition-related and integration costs

● We define non-GAAP net loss as GAAP net loss excluding the effect of stock-based compensation, amortization of acquired intangible assets, restructuring, inventory step-up adjustments, acquisition-related and integration costs, and change in fair value of investments

● We define non-GAAP operating expense as GAAP operating expense excluding the effect of stock-based compensation, amortization of acquired intangible assets, restructuring, and acquisition-related and integration costs including in operating expenses

● We define EBITDA as GAAP net income (loss) excluding interest, income taxes, and depreciation and amortization expense

● We define Adjusted EBITDA as EBITDA excluding change in fair value of investments, inventory step-up adjustments, stock-based compensation, restructuring, and acquisition-related and integration costs

In addition to Desktop Metal’s results determined in accordance with GAAP, Desktop Metal’s management uses this non-GAAP financial information to evaluate the Company’s ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial information, when taken collectively, may be helpful to investors in assessing Desktop Metal’s operating performance.

We believe that the use of Non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP operating expense, EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends because it eliminates the effect of financing, capital expenditures, and non-cash expenses such as stock-based compensation and warrants, and provides investors with a means to compare Desktop Metal’s financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, investors should be aware that when evaluating non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP operating expense, EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of these measures may not be comparable to other similarly titled measures computed by other companies because not all companies calculate these measures in the same fashion.

Because of these limitations, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP operating expense, EBITDA and Adjusted EBITDA should not be considered in

isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP operating expense, EBITDA and Adjusted EBITDA on a supplemental basis. Management uses, and investors should consider, our non-GAAP financial measures only in conjunction with our GAAP results. Desktop Metal has not provided a reconciliation of its Adjusted EBITDA outlook to net income because estimates of all of the reconciling items cannot be provided without unreasonable efforts.

Set forth below is a reconciliation of each non-GAAP financial measure used in this press release to its most directly comparable GAAP financial measure.

DESKTOP METAL, INC.

NON-GAAP RECONCILIATION TABLE

(in thousands)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
GAAP gross margin	$	(32,189)	$	6,089	$	(34,395)	$	4,725
Stock-based compensation included in cost of sales⁽¹⁾		475		590		1,043		1,270
Amortization of acquired intangible assets included in cost of sales⁽²⁾		42,681		6,928		57,021		13,855
Restructuring expense in cost of sales⁽²⁾		28		2,488		37,543		3,205
Acquisition-related and integration costs included in cost of sales		366		434		366		913
Non-GAAP gross margin	$	11,361	$	16,529	$	61,578	$	23,968

GAAP operating loss	$	(101,327)	$	(48,518)	$	(150,716)	$	(100,834)
Stock-based compensation⁽²⁾		6,497		9,703		14,335		19,016
Amortization of acquired intangible assets		65,931		10,457		86,978		20,899
Restructuring expense⁽³⁾		11,211		2,850		14,217		6,469
Acquisition-related and integration costs		2,050		7,359		3,305		8,765
Non-GAAP operating loss	$	(15,638)	$	(18,149)	$	(31,881)	$	(45,685)

GAAP net loss	$	(103,440)	$	(49,728)	$	(155,538)	$	(102,369)
Stock-based compensation⁽²⁾		6,497		9,703		14,335		19,016
Amortization of acquired intangible assets		65,931		10,457		86,978		20,899
Restructuring expense⁽³⁾		11,211		2,850		14,217		6,469
Acquisition-related and integration costs		2,050		7,359		3,305		8,765
Change in fair value of investments		497		107		1,814		286
Non-GAAP net loss	$	(17,254)	$	(19,252)	$	(34,889)	$	(46,934)

⁽¹⁾ Includes immaterial liability-award stock-based compensation expense for the three and six months ended June 30, 2024, respectively. Includes $0.2 million and $0.4 million of liability-award stock-based compensation expense for the three and six months ended June 30, 2023, respectively.

⁽²⁾ Includes no liability-award stock-based compensation expense and $0.5 million of liability-award stock-based compensation expense for the three and six months ended June 30, 2024, respectively. Includes $1.3 million and $2.9 million of liability-award stock-based compensation expense for the three and six months ended June 30, 2023, respectively.

⁽³⁾ Includes $3.9 million and $4.3 million of depreciation classified as restructuring charges for the three and six months ended June 30, 2024, respectively.

DESKTOP METAL, INC.

NON-GAAP OPERATING EXPENSE RECONCILIATION TABLE

(in thousands)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
GAAP operating expenses	$	69,138	$	54,607	$	116,321	$	105,559
Stock-based compensation included in operating expenses⁽¹⁾		(6,022)		(9,113)		(13,292)		(17,746)
Amortization of acquired intangible assets included in operating expenses		(23,250)		(3,529)		(29,957)		(7,044)
Restructuring expense included in operating expenses		(11,183)		(362)		23,326		(3,264)
Acquisition-related and integration costs included in operating expenses		(1,684)		(6,925)		(2,939)		(7,852)
Non-GAAP operating expenses	$	26,999	$	34,678	$	93,459	$	69,653

⁽¹⁾ Includes no liability-award stock-based compensation expense and $0.5 million of liability-award stock-based compensation expense for the three and six months ended June 30, 2024, respectively. Includes $1.1 million and $2.5 million of liability-award stock-based compensation expense for the three and six months ended June 30, 2023, respectively.

DESKTOP METAL, INC.

NON-GAAP ADJUSTED EBITDA RECONCILIATION TABLE

(in thousands)

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Net loss attributable to common stockholders	$	(103,440)	$	(49,728)	$	(155,538)	$	(102,369)
Interest expense		1,690		1,109		3,181		1,920
Income tax benefit (expense)		345		23		147		(534)
Depreciation and amortization ⁽²⁾		71,858		13,530		96,043		26,965
EBITDA		(29,547)		(35,066)		(56,167)		(74,018)
Change in fair value of investments		497		107		1,814		286
Stock-based compensation expense⁽¹⁾		6,497		9,703		14,335		19,016
Restructuring expense ⁽²⁾		7,295		2,850		9,887		6,469
Acquisition-related and integration costs		2,050		7,359		3,305		8,765
Adjusted EBITDA	$	(13,208)	$	(15,047)	$	(26,826)	$	(39,482)

⁽¹⁾ Includes no liability-award stock-based compensation expense and $0.5 million of liability-award stock-based compensation expense for the three and six months ended June 30, 2024, respectively. Includes $1.3 million and $2.9 million of liability-award stock-based compensation expense for the three and six months ended June 30, 2023, respectively.

⁽²⁾ In connection with the Photopolymer Initiative, we recorded incremental depreciation and amortization for the shortened useful life of various fixed assets and intangibles to restructuring charges. For the three and six months ended June 30, 2024, we recorded incremental depreciation of $3.9 million and $4.3 million, respectively, and incremental amortization of $59.9 million and $71.1 million, respectively. These amounts are listed in the depreciation and amortization line.

Document and Entity Information	Jul. 30, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 30, 2024
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 Third 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
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	DM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001754820
Amendment Flag	false