The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of
49
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10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under the heading "Risk Factors". Actual results may differ materially from those contained in any forward-looking statements.
Business Overview
Desktop Metal is pioneering a new generation of additive manufacturing technologies focused on Additive Manufacturing 2.0, the volume production of end use parts. We offer a comprehensive portfolio of integrated additive manufacturing solutions comprised of hardware, software, materials and services with support for metals, polymers, elastomers, ceramics, sands, composites, wood and biocompatible materials. Our solutions span use cases across the product life cycle, from product development to mass production and aftermarket operations, and they address an array of industries, including automotive, healthcare and dental, consumer products, heavy industry, aerospace, machine design and research and development. Our growth strategy begins with a commitment to research and development. Since our founding in 2015, we have invested significant resources in research and development towards building an extensive portfolio of proprietary and differentiated technologies with a focus on making additive manufacturing an easy-to-use, economic and scalable solution. These technologies represent the cornerstones of our future product introductions, are critical to enhancing our existing offerings, and are supported by over 650 patents or pending patent applications. Our additive manufacturing platforms, which leverage these technologies for the production of tools and end-use parts, enable businesses to address their specific goals through a range of solutions that span price points, throughput levels and operating environments. Our product platforms offer several key advantages over competitive additive manufacturing systems including breakthrough print speeds, competitive part costs, accessible workflows and software, turnkey solutions and support for over 250 qualified materials, the sale of which represent a recurring revenue stream from customers of our additive manufacturing solutions in addition to system consumables and other services, such as installation, training and technical support. As a result of these strengths, our solutions are lowering the barriers to adopting additive manufacturing and unlocking new applications where conventional manufacturing has customarily held cost and volume advantages. Across printers, parts and materials, we intend to continue investing to advance our current technology portfolio and develop new technologies that allow us to serve a broader customer base and reach new verticals, thereby expanding our addressable market and driving adoption of Additive Manufacturing 2.0. We leverage our core competencies in technology innovation and product development by marketing and selling our Additive Manufacturing 2.0 solutions through a leading global distribution network, managed and augmented by our own internal sales and marketing teams. This distribution network, which covers over 65 countries around the world, is composed of sales and distribution professionals with decades of experience in digital manufacturing technologies and works alongside our direct sales force to market and sell products across a range of industries and price points. Similarly, our internal manufacturing and supply chain teams to work collaboratively with our internal engineering department and third-party contract manufacturers to scale up initial prototypes for commercialization and volume commercial shipments. Together, our hybrid distribution and manufacturing approaches allow us to produce, sell and service our products at-scale in global markets and create substantial operating leverage as we execute our strategy. Our proprietary technology solutions also serve as the foundation for product parts offerings in which we which we directly manufacture parts for sale to our customers with a focus on key applications and verticals in which additive manufacturing can provide significant design, performance, cost and supply chain advantages relative to conventional manufacturing. These offerings will enable us to provide a more holistic suite of solutions for our customers and enable the accelerated adoption of our Additive Manufacturing 2.0 solutions across select high-value production applications, which we refer to as "killer apps", including, but not limited to, medical and dental devices, fluid power systems, and sustainable, end-use wood parts. We believe such offerings will not only create a high-margin revenue stream, but will also facilitate lead generation for our additive manufacturing systems at scale and enable high-performance and specialized applications using new materials ahead of broader market introduction. 50 Table of Contents Operating Results For the year endedDecember 31, 2021 , we recognized revenues of$112.4 million and used cash in operating activities of$155.0 million , and we ended the year with$269.6 million of cash, cash equivalents, and short-term investments. We incurred a net loss of$240.3 million the year endedDecember 31, 2021 . As ofDecember 31, 2021 , we had$65.0 million in cash and cash equivalents,$204.6 million in short-term liquid investments, and current liabilities of$104.1
million. Recent DevelopmentsDesktop Health OnMarch 15, 2021 , we announced the launch ofDesktop Health , an expanded focus on accelerating the growth of additive manufacturing solutions for dental, orthodontic, otolaryngology and dermatology applications. Enabled byDesktop Metal's proprietary technology infrastructure for end-use parts production, including high-speed photopolymer, metal binder jetting and bioprinting additive manufacturing technologies combined with an extensive library of advanced materials,Desktop Health's mission is to create advanced, patient-specific solutions in the medical field.
Trine Warrants
OnApril 12, 2021 , the Staff of theSEC issued the "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")", or the Staff Statement". The Staff Statement discussed "certain features of warrants issued inSPAC transactions" that "may be common across many entities." The Staff Statement indicated that when one or more of such features is included in a warrant, the warrant "should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings." The Company has concluded that the warrants purchased byTrine Sponsor IH, LLC in connection with Trine's initial public offering, or the Private Placement Warrants, were to be classified as a liability measured at fair value on the Company's consolidated balance sheet upon the Business Combination onDecember 9, 2020 , with subsequent changes in fair value reported in our statement of operations each reporting period. EffectiveMarch 2, 2021 , all Private Placement Warrants were exercised and there was no outstanding warrant liability.
Acquisitions
EnvisionTEC Acquisition
OnFebruary 16, 2021 , pursuant to the Purchase Agreement and Plan of Merger datedJanuary 14, 2021 , we consummated the EnvisionTEC Acquisition. We paid$143.8 million in cash and issued 5,036,142 shares of our Class A Common Stock, or Common Stock, with a fair value of$159.8 million as of the close of business on the acquisition date. In connection with the transaction, the Company also granted restricted stock awards totaling 475,848 shares of Common Stock, with a fair value of$4.2 million , to key EnvisionTEC employees inAugust 2021 , which are subject to a three-year vesting period and continued employment.
Adaptive 3D Acquisition
OnMay 7, 2021 , we,Diamond US Merger Sub, Inc. ,Diamond US LLC , Adaptive 3DHoldings, Inc. , or Adaptive 3D, andFortis Advisor LLC entered into an Agreement and Plan of Merger, or the A3D Merger Agreement, pursuant to which we acquired Adaptive 3D. The total purchase price was$61.8 million , consisting of$24.1 million paid in cash and 3,133,276 shares of Common Stock with a fair value of$37.7 million as of the close of business on the acquisition date.
Beacon Bio Acquisition
OnJune 10, 2021 , we andBeacon Bio, Inc. entered into a Share Purchase Agreement pursuant to which we acquired all outstanding securities ofBeacon Bio, Inc. The aggregate purchase price was$10.4 million , consisting of$6.1 million paid in cash and fully vested restricted stock units with an acquisition date fair value of$4.3 million , subject to certain adjustments and contingencies. 51 Table of Contents Aerosint Acquisition
OnJune 24, 2021 , we,DM Belgium BV /SRL,Aerosint SA , or Aerosint, and the sellers named therein and representatives of such sellers, entered into a Share Purchase Agreement pursuant to which we acquired all outstanding shares of Aerosint. The total purchase price was$23.8 million , consisting of$6.2 million paid in cash, 879,922 shares of our Common Stock with a fair value of$11.5 million as of the close of business on the acquisition date and contingent consideration with a fair value of$6.1 million as of the acquisition date.
Dental Arts Labs Acquisition
OnJuly 30, 2021 , we andDental Arts Laboratories, Inc. , orDental Arts Labs , entered into a Stock Purchase Agreement of the same date, pursuant to which we acquired all outstanding shares ofDental Arts Labs . 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.
A.I.D.R.O. Acquisition
OnSeptember 7, 2021 , we purchased the issued and outstanding capital stock of A.I.D.R.O. Srl and its shareholders, or A.I.D.R.O., pursuant to a Stock Purchase Agreement datedJuly 2, 2021 . The purchase price was$5.6 million paid in cash. 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.
Meta Additive Acquisition
OnSeptember 9, 2021 , we andMeta Additive Ltd , or Meta Additive, entered into a Stock Purchase Agreement of the same date, pursuant to which we acquired Meta Additive. The purchase price consisted of cash consideration of$15.2 million , including transaction costs of$0.1 million . In connection with the acquisition, the Company issued 1,101,592 restricted stock units with a fair value of$9.0 million as of the acquisition date, which are subject to a four-year vesting period and continuing employment.
Brewer Dental Acquisition
OnOctober 14, 2021 , we andLarry Brewer Dental Lab, Inc. , or Brewer Dental, entered into a Stock Purchase Agreement of the same date, pursuant to which we acquired all outstanding shares of Brewer Dental. The purchase price was$7.6 million paid in cash. 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.
May Dental Acquisition
OnOctober 29, 2021 , we andMay Dental Lab, Inc. , or May Dental, entered into a Stock Purchase Agreement of the same date, pursuant to which we acquired all outstanding shares of May Dental. The purchase price was$12.5 million paid in cash. 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. ExOne Acquisition
OnNovember 12, 2021 , we acquiredThe ExOne Company , orExOne , pursuant to an Agreement and Plan of Merger datedAugust 11, 2021 . The total purchase price was$613.0 million consisting of cash consideration of$201.4 million and 48,218,063 shares of our Common Stock with a fair value of$411.6 million as of the close of business on the transaction date.
COVID-19
InMarch 2020 , theWorld Health Organization declared the outbreak of COVID-19 a pandemic. It is not possible to accurately predict the full impact of the COVID-19 pandemic on our business, financial condition and results of operations due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties. 52
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For example, we face uncertainties about the duration and spread of the outbreak, additional actions that may be taken by governmental entities, and the impact it may have on the ability of us, our customers, our suppliers, our manufacturers and our other business partners to conduct business. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including our company and employees, are taking additional steps to avoid or reduce infections, including limiting travel and staying home from work. These measures are disrupting normal business operations and have had significant negative impacts on businesses and financial markets worldwide. We continue to monitor our operations and government recommendations and have made modifications to our normal operations because of the COVID-19 pandemic, including requiring most non-engineering or operations-related team members to work remotely, utilizing heightened cleaning and sanitization procedures, implementing new health and safety protocols and reducing non-essential travel. The COVID-19 pandemic has caused us to experience several adverse impacts, including extended sales cycles to close new orders for our products, delays in shipping and installing orders due to closed facilities and travel limitations and delays in collecting accounts receivable. The rapid development and uncertainty of the impacts of the COVID-19 pandemic precludes any prediction as to the ultimate adverse impact of the COVID-19 pandemic on our business. However, the COVID-19 pandemic, and the measures taken to contain it, present material uncertainty and risk with respect to our performance and financial results. In particular, businesses across an array of vertical markets are temporarily reducing capital expenditure budgets globally as they seek to preserve liquidity to ensure the longevity of their own operations, which in turn may lead to reductions in purchases of our additive manufacturing solutions. Further, office closures may prevent organizations from reaching typical utilizations of our additive manufacturing solutions, resulting in reductions in purchases of consumable materials. Additionally, the COVID-19 pandemic may contribute to facility closures at our third-party contract manufacturers and key suppliers, causing delays and disruptions in product manufacturing, which could affect our ability to ship products purchased by our customers in a timely manner. Disruptions in the capital markets as a result of the COVID-19 pandemic may also adversely affect our business if these impacts continue for a prolonged period and we need additional liquidity.
In the long-term, we believe that the COVID-19 pandemic will encourage organizations to reassess their supply chain structure and may accelerate their adoption of solutions such as additive manufacturing, which could allow for greater flexibility and a reduced reliance on overseas manufacturing.
Key Factors Affecting Operating Results
We believe that our performance and future success depend on many factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in "Risk Factors" section of this Annual Report on Form 10-K.
Adoption of our Additive Manufacturing Solutions
We believe the world is at an inflection point in the adoption of additive manufacturing solutions and that we are well-positioned to take advantage of this opportunity across an array of industries due to our proprietary technologies and global distribution capabilities. We expect that our results of operations, including revenue and gross margins, will fluctuate for the foreseeable future as businesses continue to shift away from conventional manufacturing processes towards additive manufacturing for end-use parts. Our turnkey and volume production solutions are designed to empower businesses to realize the full benefits of additive manufacturing at-scale, including geometric and design flexibility, mass customization and supply chain engineering, among others. The degree to which potential and current customers recognize these benefits and invest in our solutions will affect our financial results.
Pricing, Product Cost and Margins
We began commercial shipments of several products in late 2020 and early 2021, which offer customers a range of additive manufacturing solutions spanning multiple price points, materials, throughput levels, operating environments and technologies to enable them to find the solution that achieves their specific goals. We also expect to commercialize additional previously announced products in early 2022. Pricing for these products may vary by region due to market-specific supply and demand dynamics and product lifecycles, and sales of certain products have, or are expected to have, higher gross margins than others. As a result, our financial performance depends, in part, on the mix of products we sell during a given period. In addition, we are subject to price competition, and our ability to compete in key markets will depend on the success of our investments in new technologies and cost 53
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improvements as well as our ability to efficiently and reliability introduce cost-effective additive manufacturing solutions for our customers.
We believe that we are a leader in mass production and turnkey additive manufacturing solutions, offering breakthrough technologies that enable high throughput and ease-of-use through our broad product portfolio. Our performance is significantly dependent on the investment we make in our research and development efforts and on our ability to be at the forefront of the additive manufacturing industry. It is essential that we continually identify and respond to rapidly evolving customer requirements, develop and introduce innovative new products, enhance existing products and generate customer demand for our solutions. We believe that investment in our additive manufacturing solutions will contribute to long-term revenue growth, but it may adversely affect our near-term profitability. Commercial Launch of Products We continually invest in the development of new products and enhancements to existing products to meet constantly evolving customer demands. Prior to commercialization of new products, we must complete final testing, procurement and manufacturing ramp up of these products in-house or at our third-party contract manufacturers, as applicable. Any delays in successful completion of these steps may impact our ability to generate revenue from these products.
Acquisitions and Transaction-Related Costs
As part of our growth strategy, we intend to continue to acquire or make investments in other business, patents, technologies, products or services. Our growth relies heavily on the successful integration of acquired companies, including our ability to realize the anticipated business opportunities from combining operations in an efficient and effective manner. We expect that the results of our operations will fluctuate as we continue to integrate these businesses, and the technologies, products, and services that they offer. Additionally, our results of operations will be impacted by non-recurring transaction-related costs, including integration costs, associated with these acquisitions.
Components of Results of Operations
Revenue
The majority of our revenue results from the sales of products, including our additive manufacturing systems and embedded on-device software and related consumables. Product revenue is recognized upon transfer of control to the customer, which generally takes place at the point of shipment or acceptance. If we cannot objectively determine that the product provided to the customer is in accordance with agreed-upon specifications, revenue is not recognized until customer acceptance is received. We also generate a portion of our revenue from software and support services. Software revenue is recognized (i) in the case of on-device software, upon transfer of control to the customer, which generally takes place upon shipment, and (ii) in the case of cloud-based software, which is primarily sold through one-year annual contracts, ratably over the term of the agreement. Revenue from support services for our additive manufacturing systems is primarily generated through one-year annual contracts and is recognized ratably over the term of the agreement. In certain circumstances, we generate revenue through leases of machinery and equipment to customers. These leases are classified as either operating or sales-type leases based on an analysis of their underlying terms and conditions and generally have lease terms ranging from one to five years. We generate revenue and deliver products and services through direct sales to end users utilizing both our inside sales and external partners. We also generate revenue from sales to resellers,who purchase and resell our products and also provide installation and support services for our additive manufacturing solutions to end-users.
Cost of Sales
Our cost of sales consists of the cost of products and cost of services. Cost of products includes the manufacturing cost of our additive manufacturing systems and consumables, which primarily consists of amounts paid to our third-party contract manufacturers and suppliers and personnel-related costs directly associated with manufacturing operations. It also includes cost of labor, materials 54 Table of Contents and overhead for our produced parts offerings. Cost of services includes personnel-related costs directly associated with the provision of support services to our customers, which include engineers dedicated to remote support as well as, training, support and the associated travel costs. Our cost of revenues also includes depreciation and amortization, cost of spare or replacement parts, warranty costs, excess and obsolete inventory and shipping costs, and an allocated portion of overhead costs. We expect cost of revenue to increase in absolute dollars in future periods as we expect our revenues to continue to grow.
Gross Profit and Gross Margin
Our gross profit is calculated based on the difference between our revenues and cost of revenues. Gross margin is the percentage obtained by dividing gross profit by our revenue. Our gross profit and gross margin are, or may be, influenced by a number of factors, including:
? Market conditions that may impact our pricing;
? Product mix changes between established products and new products;
Growth in our installed customer base or changes in customer utilization of our
? additive manufacturing systems, which affects sales of our consumable materials
and may result in excess or obsolete inventories; and
? Our cost structure for manufacturing operations, including contract
manufacturers, relative to volume, and our product support obligations.
We expect our gross margins to fluctuate over time, depending on the factors described above.
Research and Development Our research and development expenses represent costs incurred to support activities that advance the development of innovative additive manufacturing technologies, new product platforms and consumables, as well as activities that enhance the capabilities of our existing product platforms. Our research and development expenses consist primarily of employee-related personnel expenses, prototypes, design expenses, consulting and contractor costs and an allocated portion of overhead costs. We expect research and development costs will increase on an absolute dollar basis over time as we continue to invest in advancing our portfolio of additive manufacturing solutions.
Sales and Marketing
Sales and marketing expenses consist primarily of employee-related costs for individuals working in our sales and marketing departments, third party commissions, costs related to trade shows and events and an allocated portion of overhead costs. We expect our sales and marketing costs will increase on an absolute dollar basis as we expand our headcount, initiate new marketing campaigns and launch new product platforms.
General and Administrative
General and administrative expenses consist primarily of personnel-related expenses associated with our executive, finance, legal, information technology and human resources functions, as well as professional fees for legal, audit, accounting and other consulting services, and an allocated portion of overhead costs. We expect our general and administrative expenses will increase on an absolute dollar basis as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of theSEC , as well as increased expenses for general and director and officer insurance, investor relations, and other administrative and professional services. In addition, we expect to incur additional costs as we hire additional personnel and enhance our infrastructure to support the anticipated growth of the business. 55
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In-process research and development expense consists of acquired assets that are deemed to have no future or alternative use, therefore, the acquisition costs are expensed underFinancial Accounting Standards Board , or FASB, Accounting Standards Codification, or ASC Topic 730, Research and Development. We expect in-process research and development to fluctuate depending on our acquisition strategy and targets we acquire.
Change in Fair Value of Warrant Liability
Change in fair value of warrant liability consists of the change in fair value of the Private Placement Warrants issued in connection with the Business Combination. The fair value of the warrant liability is calculated using the Black-Scholes model. We do not expect any further changes to the fair value of the warrant liability because all outstanding Private Placement Warrants have been exercised. Interest Expense
Interest expense includes cash interest related to our term loan as well as amortization of deferred financing fees and costs.
Interest and Other Income, Net
Interest and other income, net includes interest earned on deposits and short-term investments and gains and losses on investments.
Income Taxes
Our income tax provision consists of an estimate forU.S. federal and state and foreign income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law. Due to cumulative losses, we maintain a valuation allowance against ourU.S. , state and foreign deferred tax assets.
Results of Operations
Comparison of the years ended
Revenue
The following table presents the revenue of each of our revenue streams, as well as the percentage of total revenue and change from the prior year.
For the Years Ended December
31,
2021 2020 Change in Revenues (Dollars in thousands) Revenue % of Total Revenue
% of Total $ % Products Revenue$ 105,994 94 %$ 13,718 83 %$ 92,276 673 % Services Revenue 6,414 6 % 2,752 17 % 3,662 133 % Total Revenue$ 112,408 100 %$ 16,470 100 %$ 95,938 583 % Total revenue for the years endedDecember 31, 2021 and 2020 was$112.4 million and$16.5 million , respectively, an increase of$95.9 million , or583%. The increase in total revenue was attributable to an increase in revenue from both products and services. We sold more products during the year endedDecember 31, 2021 as compared to the year endedDecember 31, 2020 , leading to an approximately 673% increase in product revenue. This was primarily the result of an increase in unit shipments across a more varied product mix during the year and additional revenue in connection with acquisitions during the year endedDecember 31, 2021 compared to the same period in 2020. 56 Table of Contents Service revenue increased during the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 , primarily due to an increase in support and installation revenue from increased shipments during the period and additional revenue in connection with acquisitions.
The following table presents revenue by geographic region, as well as the percentage of total revenue and change from the prior period.
For the Years Ended December
31,
2021 2020 Change in Revenues (Dollars in thousands) Revenue % of Total Revenue % of Total $ % Americas$ 75,962 68 %$ 6,665 40 %$ 69,297 1,040 % EMEA (Europe , theMiddle East and Africa) 24,097 21 % 7,788 47 % 16,309 209 % APAC (AsiaPacific) 12,349 11 % 2,017 12 % 10,332 512 % Total Revenue$ 112,408 100 %$ 16,470 100 %$ 95,938 583 %
Total revenue increased during the year endedDecember 31, 2021 compared to the year endedDecember 31, 2020 , due to an increase in unit shipments in all regions across a more varied product mix and additional revenue in connection with acquisitions. Overall, there was an increased customer demand during the year endedDecember 31, 2021 During the year endedDecember 31, 2020 , customer demand was lower as a result of the COVID-19 pandemic.
Cost of Sales
Total cost of sales during years endedDecember 31, 2021 and 2020 was$94.1 million and$31.5 million , respectively, an increase of$62.6 million or 199%. The increase in total cost of sales was driven primarily by an increase in product cost of sales, which resulted from greater product sales. The increase was partially offset by a decrease in obsolescence-related charges in 2021, compared to 2020. During 2020, we recognized a$2.9 million obsolescence inventory charge related to product redesigns implemented to reduce costs and enhance performance and functionality. Additionally, cost of sales increased in 2021 by$8.9 million due to amortization from intangible assets acquired and$2.2 million due to inventory step-up adjustments associated with acquisitions, both of which were recognized in cost of sales.
Gross Loss and Gross Margin
The following table presents gross loss by revenue stream, as well as change in gross loss dollars from the prior period.
For the Years Ended December 31, Change in Gross 2021 2020 Loss (Dollars in thousands) Gross Loss $ % Products$ 18,544 $ (13,227) $ 31,771 240 % Services (251) (1,822) 1,571 86 % Total$ 18,293 $ (15,049) $ 33,342 222 %
Total gross profit (loss) during the years endedDecember 31, 2021 and 2020 was$18.3 million and($15.0) million , respectively. The increase in gross profit of$33.3 million is driven by increased revenue compared to fixed costs and a more favorable product mix sold, including products in connection with acquisitions, during the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 . 57 Table of Contents
The following table presents gross margin by revenue stream, as well as the change in gross margin from the prior period.
For the Years Ended Change in Gross December 31, Margin 2021 2020 Percentage (Dollars in thousands) Gross Margin Points % Products 17 % (96) % 1.14 118 % Services (4) % (66) % 0.62 94 % Total 16 % (91) % 1.08 118 %
Total gross margin for the years endedDecember 31, 2021 and 2020, was 16% and (91)%, respectively. The increase in total gross margin was primarily due to the increase in gross margin from our product revenue, which resulted from a lower product cost for units shipped in 2021 as compared to 2020. The increase in gross margin was offset by a one-time acquisition accounting impact of inventory fair value step up being recognized through earnings, which decreased gross margin by 2%.
Research and Development
Research and development expenses during the years endedDecember 31, 2021 and 2020 were$68.1 million and$43.1 million , respectively, an increase of$25.0 million , or 58%. The increase in research and development expenses was due in part to increased expense related to acquired entities of$10.0 million . In addition, compensation costs increased$12.6 million due to headcount growth, of which$8.2 million relates to equity compensation and$4.4 million relates to payroll costs, to support new product development and existing product improvements. Additionally, engineering consulting costs, which were lowered during the year endedDecember 31, 2020 due to the COVID-19 pandemic, increased by$0.8 million in support of new product development efforts.
Sales and Marketing
Sales and marketing expenses during the years endedDecember 31, 2021 and 2020 were$48.0 million and$13.1 million , respectively, an increase of$34.9 million , or 265%. The increase in sales and marketing expenses was primarily due to increased expense related to acquired entities of$15.7 million . In addition, compensation costs increased$11.9 million , of which$3.7 million relates to equity compensation costs and$8.2 million relates to payroll costs, due to headcount growth and higher commission expenses commensurate with the increase in sales. Additionally, there was growth of$5.6 million in marketing program spend driven primarily by the commercialization of new products and related marketing efforts.
General and Administrative
General and administrative expenses during the years endedDecember 31, 2021 and 2020, were$78.0 million and$20.7 million , respectively, an increase of$57.3 million , or 276%. The increase in general and administrative expenses was primarily due to an increase of$18.5 million of professional fees incurred as a result of merger and acquisition activity and related integration costs. General and administrative expenses also increased by$17.2 million attributable to entities acquired in 2021. In addition, compensation costs increased by$14.5 million , of which$7.5 million relates to equity compensation and$7.0 million relates to payroll costs, due to headcount growth to support public company requirements. Director and officer insurance increased by$4.0 million as a public company.
In-process research and development assets acquired during the year endedDecember 31, 2021 were$25.6 million , compared to no expense for in-process research and development assets acquired during the year endedDecember 31, 2020 . The increase is attributable to the Beacon Bio and Meta Additive acquisitions, in which the company paid$25.6 million in cash and share consideration, inclusive of transaction costs. As the acquired in-process research and development assets were deemed to have no current or alternative future use, the entire amount was recognized as expense in the consolidated statement of operations for the year endedDecember 31, 2021 . 58
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Change in Fair Value of Warrant Liability
Change in fair value of warrant liability during the years endedDecember 31, 2021 and 2020, was a$56.6 million loss and$56.4 million gain, respectively. The increase in fair value is the result of the remeasurement of the Private Placement Warrant liability prior to the cashless exercise of the Private Placement Warrants. The warrant liability increased$56.6 million as a result of the remeasurement, which resulted in the$56.6 million loss. As ofMarch 2, 2021 , all Private Placement Warrants were exercised and there was no outstanding warrant liability.
Interest Expense
Interest expense during the years endedDecember 31, 2021 and 2020 was$0.1 million and$0.3 million , respectively, a decrease of$0.2 million , or 55%. Interest expense decreased primarily due to the payoff of the term loan inJune 2021 .
Interest and Other (Expense) Income, Net
Interest and other (expense) income, net during the years ended
Income Taxes
We recorded an income tax benefit of$29.7 million during the year endedDecember 31, 2021 compared to$0.9 million income tax benefit during the year endedDecember 31, 2020 . The increase was due to the partial release of the valuation allowance related to the deferred tax liabilities acquired in various acquisitions in 2021. We have provided a valuation allowance for various jurisdictions as a result of our historical net losses. We continue to assess our future taxable income by jurisdiction based on our recent historical operating results, the expected timing of reversal of temporary differences, various tax planning strategies that we may be able to implement, the impact of potential operating changes on our business and our forecast results from operations in future periods based on available information at the end of each reporting period. To the extent that we are able to reach the conclusion that deferred tax assets are realizable based on any combination of the above factors in a single, or multiple, taxing jurisdictions, a reversal of the related portion of our existing valuation allowances may occur.
Non-GAAP Financial Information
In addition to our results determined in accordance with GAAP, we believe that EBITDA and Adjusted EBITDA, each non-GAAP financial measures, are useful in evaluating our operational performance. We use this non-GAAP financial information to evaluate our 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 our operating performance. The non-GAAP financial information excludes, as applicable, stock-based compensation expense, amortization of acquired intangible assets, acquisition-related and other transactional charges, inventory step-up, in-process research and development assets acquired, change in fair value of investments and change in fair value of warrant liability. These items are normally included in the comparable measures calculated and presented in accordance with GAAP. Our management excludes these items when evaluating our ongoing performance and/or evaluating earnings potential, and therefore excludes them when presenting non-GAAP financial measures. Management uses non-GAAP financial measures to supplement our GAAP results. Stock-based compensation is a non-cash expense relating to stock-based awards issued to executive officers, employees, and outside directors, consisting of options and restricted stock units. We exclude this expense because it is a non-cash expense and we assess our internal operations excluding this expense and believe it facilitates comparisons to the performance of other companies in our industry.
Amortization of acquired intangible assets is a non-cash expense that is impacted by the timing and magnitude of our acquisitions. We believe the assessment of our operations excluding these costs is relevant to our assessment of internal operations and to comparisons with the performance of other companies in our industry.
59 Table of Contents Acquisition-related and other transactional charges are direct costs related to potential and completed acquisitions, including transaction fees, due diligence costs, severance, professional fees, and integration activities. Other transactional charges include third-party costs related to structuring unusual transactions. The occurrence and amount of these costs will vary depending on the timing and size of acquisitions. We believe excluding acquisition-related costs facilitates the comparison of our financial results to our historical operating results and to other companies in our industry. Inventory step-up are adjustments related to recording the inventory of acquired business at fair value on the date of acquisition. These adjustments are booked cost of sales. The occurrence and amount of these adjustments will vary depending on the timing and size of acquisitions. We believe excluding inventory step-up adjustments facilitates the comparison of our financial results to our historical operating results and to other companies in our industry. In-process research and development assets acquired are direct costs related to assets acquisitions where the intangible assets acquired were determined to have no alternative future use. This is a non-recurring expense and we believe excluding acquired in-process research and development facilitates the comparison of our financial results to our historical operating results and to other companies in our industry. Change in fair value of investments is a non-cash gain or loss impacted by the change in fair value of convertible debt instruments and the equity investment. We believe the assessment of our operations excluding this activity is relevant to our assessment of internal operations and to comparisons with the performance of other companies in our industry. Change in fair value of warrant liability is a non-cash gain or loss impacted by the fair value of the Private Placement Warrants. We believe the assessment of our operations excluding this activity is relevant to our assessment of internal operations and to comparisons with the performance of other companies in our industry. We use the below non-GAAP financial measures, and we believe that they assist our investors, to make period-to-period comparisons of our operational performance because they provide a view of our operating results without items that are not, in our view, indicative of our core operating results. We believe that these non-GAAP financial measures help illustrate underlying trends in our business, and we use the measures to establish budgets and operational goals for managing our business and evaluating our performance. We believe that providing non-GAAP financial measures also affords investors a view of our operating results that may be more easily compared to the results of other companies in our industry that use similar financial measures to supplement their GAAP results. 60 Table of Contents The items excluded from the non-GAAP financial measures often have a material impact on our financial results and such items often recur. Accordingly, the non-GAAP financial measures included in this Annual Report on Form 10-K should be considered in addition to, and not as a substitute for, the comparable measures prepared in accordance with GAAP. The following tables reconcile each of these non-GAAP financial measures to its most closely comparable GAAP measure in our financial statements for the years endedDecember 31, 2021 and 2020:
For the Year Ended December 31, (Dollars in thousands) 2021 2020 GAAP gross margin$ 18,293 $ (15,049)
Stock-based compensation included in cost of sales 1,018
290
Amortization of acquired intangible assets included in cost of sales 8,467
-
Inventory step-up adjustment in cost of sales 2,194
- Non-GAAP gross margin$ 29,972 $ (14,759) GAAP operating loss$ (201,455) $ (92,055) Stock-based compensation 28,778 8,006 Amortization of acquired intangible assets included in cost of sales 8,467
-
Amortization of acquired intangibles assets included in operating expenses 9,114
758
Inventory step-up adjustment in cost of sales 2,194
-
Acquisition-related and other transactional charges 23,788
1,101
In-process research and development assets acquired 25,581
- Non-GAAP operating loss$ (103,533) $ (82,190) GAAP net loss$ (240,334) $ (34,015) Stock-based compensation 28,778 8,006 Amortization of acquired intangible assets included in cost of sales 8,467
-
Amortization of acquired intangibles assets included in operating expenses 9,114
758
Inventory step-up adjustment in cost of sales 2,194
-
Acquisition-related and other transactional charges 23,788
1,101
In-process research and development assets acquired 25,581
-
Change in fair value of investments 12,475
-
Change in fair value of warrant liability 56,576
(56,417) Warrant expense - 1,915 Non-GAAP net loss$ (73,361) $ (78,652)
We define "EBITDA" as net loss plus net interest income, provision for income taxes, depreciation and amortization expense and in-process research and development assets acquired.
We define "Adjusted EBITDA" as EBITDA adjusted for change in fair value of warrant liability, change in fair value of investments, inventory step-up adjustments, stock-based compensation expense, warrant expense and transaction costs associated with acquisitions.
We believe that the use of 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 our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating 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, especially Adjusted EBITDA, may not be comparable to other similarly titled measures computed by other companies because not all companies calculate these measures in the same fashion. 61 Table of Contents Because of these limitations, 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 EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.
The following table reconciles net loss to EBITDA and Adjusted EBITDA during the
years ended
For the Years Ended December 31, (Dollars in thousands) 2021 2020
Net loss attributable to common stockholders
(334)
(610)
Income tax benefit (29,668)
(940)
Depreciation and amortization 24,854
8,589
In-process research and development assets acquired 25,581
-
EBITDA (219,901)
(26,976)
Change in fair value of warrant liability 56,576
(56,417)
Change in fair value of investments 12,475
- Inventory step-up adjustment 2,194 - Stock compensation expense 28,778 8,006 Warrant expense - 1,915
Transaction costs associated with acquisitions 23,788
- Adjusted EBITDA$ (96,090) $ (73,472)
Liquidity and Capital Resources
We have incurred a net loss in each of our annual periods since our inception. We incurred net losses of$240.3 million and$34.0 million during the years endedDecember 31, 2021 and 2020, respectively. As ofDecember 31, 2021 , we had$269.6 million in cash, cash equivalents, and short-term investments. Since inception, we have received cumulative net proceeds from the Business Combination and the sale of our preferred and common stock of$973.4 million to fund our operations. As ofDecember 31, 2021 , our principal sources of liquidity were our cash, cash equivalents, and short-term investments of$269.6 million which are principally invested in money market funds and fixed income instruments. InJune 2018 , we entered into a three-year,$20.0 million term loan, which provided$10.0 million immediately with the remaining principal balance available to be drawn in up to three draws of not less than$2.0 million for 12 months from close of the facility. We entered into this loan to fund capital expenditures associated with our corporate office. The loan was repaid in full inJune 2021 .
In
In connection with the acquisition of EnvisionTEC, we acquired$1.2 million in PPP loans with a maturity date ofApril 3, 2022 . Under the terms of the CARES Act, PPP loan recipients can apply for forgiveness for all or a portion of the loan which is dependent upon the recipient having initially qualified for the loan. Furthermore, the loan is subject to forgiveness to the extent loan proceeds are used for payroll costs, certain rents, utilities, and mortgage interest expense. InMay 2021 , the outstanding loan balance was forgiven. In connection with the acquisition of Adaptive 3D, we acquired$0.3 million in PPP loans. InOctober 2021 , substantially all of the outstanding balance was forgiven, and the remaining immaterial balance was paid in full. 62
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In connection with the acquisition of
In connection with the acquisition ofDental Arts Labs , we acquired a thirteen-month equipment financing agreement, or the Financing Agreement, in the amount of$0.5 million . The Financing Agreement provides for an advance payment of$0.5 million to secure equipment. Payments are made monthly under the Financing Agreement upon acceptance, which has not yet occurred as ofDecember 31, 2021 . In connection with the acquisition of A.I.D.R.O., we acquired three loans, the Bank Loans, totaling$1.1 million in aggregate. The Bank Loans have term of 4.5 years and mature fromSeptember 2024 throughSeptember 2025 , with interest rates ranging from 1.70% to 2.10%. Payments of principal and interest are made quarterly. As ofDecember 31, 2021 , we had paid$0.2 million and$0.9 million remains outstanding. We believe that our existing capital resources will be sufficient to support our operating plan and cash commitments for at least the next 12 months. As ofDecember 31, 2021 , we had$65.0 million in cash and cash equivalents, and$204.6 million in short-term liquid investments. This liquid asset balance significantly exceeds our current liabilities of$104.1 million as of the same date. If we anticipate that our actual results will differ from our operating plan, we believe we have sufficient capabilities to enact cost savings measures to preserve capital.
We expect net losses to continue in connection with our ongoing activities, particularly as we continue to invest in commercialization and new product development. Additionally, we may engage in future acquisitions which may require additional capital.
Cash Flows
Since inception, we have primarily used proceeds from the Business Combination, issuances of preferred stock and debt instruments to fund our operations. The following table sets forth a summary of cash flows for the periods presented: For the Years Ended December 31, (Dollars in thousands) 2021 2020
Net cash used in operating activities$ (155,048) $ (80,575) Net cash (used in) provided by investing activities (427,294)
(36,983)
Net cash provided by (used in) financing activities 166,550
534,922
Net change in cash, cash equivalents, and restricted cash
Cash Flows for the years ended
Operating Activities
Net cash used in operating activities was$155.0 million for the year endedDecember 31, 2021 , primarily consisting of$240.3 million of net losses, adjusted for non-cash items, which primarily included loss on change in fair value of warrant liability of$56.6 million , acquisition of in-process research and development of$25.6 million , depreciation and amortization expense of$24.9 million and stock-based compensation expense of$28.8 million , as well as a$36.7 million increase in cash consumed by working capital. Net cash used in operating activities was$80.6 million for the year endedDecember 31, 2020 , primarily consisting of$34.0 million of net losses, adjusted for non-cash items, which primarily included gain on change in fair value of warrant liability of$56.4 million , depreciation and amortization expense of$8.6 million , stock-based compensation expense of$8.0 million , and warrant expense of$1.9 million , as well as a$7.9 million increase in cash consumed by working capital. Investing Activities
Net cash used in investing activities was
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also paid$287.6 million , net of cash acquired, for acquisitions, and$21.2 million , net of cash acquired, to acquire in-process research and development. We made a$20.0 million investment in equity securities, invested$3.6 million in other investments, and purchased$7.7 million of property and equipment. Net cash used in investing activities was$37.0 million for the year endedDecember 31, 2020 , primarily consisting of purchases of marketable securities of$136.3 million , offset by proceeds from sales and maturities of marketable securities of$109.0 million . We also paid$5.3 million , net of cash acquired, for acquisitions, made an investment in a privately held company in the form of convertible debt in the amount of$3.0 million , and purchased$1.4 million
of property and equipment. Financing Activities Net cash provided by financing activities was$166.5 million for the year endedDecember 31, 2021 , consisting primarily of$170.7 million in proceeds from the exercise of public warrants and$6.4 million in proceeds from the exercise of stock options, offset by the repayment of the term loan of$10.0 million . Net cash provided by financing activities was$534.9 million for the year endedDecember 31, 2020 , consisting primarily of proceeds from the Business Combination and the private placement of shares of our Class A common stock pursuant to subscription agreements in connection with the Business Combination, or the PIPE financing.
Off-Balance Sheet Arrangements
In the normal course of operations,ExOne's German subsidiary,ExOne GmbH , issues short-term financial guarantees and letters of credit to third parties in connection with certain commercial transactions requiring security through a credit facility with a German bank. AtDecember 31, 2021 , total outstanding financial guarantees and letters of credit issued were$2.7 million . For further discussion related to financial guarantees and letters of credit, refer to Note 17 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
We have no other off-balance sheet arrangements and do not utilize any "structured debt," "special purpose" or similar unconsolidated entities for liquidity or financing purposes.
Critical Accounting Policies and Significant Estimates
Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted inthe United States . Certain of our accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and estimates are reasonable for our interim and year-end reporting requirements. These judgments and estimates are based on our historical experience (where available), current trends and information available from other sources, as appropriate. If different conditions result from those assumptions used in our judgments, the results could be materially different from our estimates. We believe the following critical accounting policy requires significant judgments and estimates in the preparation of our consolidated financial statements:
Revenue Recognition
We recognize revenue from sale of products upon transfer of control, which is generally at the point of shipment. If we cannot objectively determine that the product provided to the customer is in accordance with agreed-upon specifications, revenue is not recognized until customer acceptance is received. Revenue from sale of services may be recognized over the life of the associated service contract or as services are performed, depending on the nature of the services being provided. In certain circumstances, we generate revenue through leases of machinery and equipment to customers, which are classified as either operating or sales-type leases and generally have lease terms ranging from one to five years. Our contracts with customers often include promises to transfer multiple products and services to the customer. Judgment is required to determine the separate performance obligations present in a given contract, which we have concluded are generally capable of being distinct and accounted for as separate performance obligations. We use standalone selling price, or SSP, to allocate 64 Table of Contents
revenue to each performance obligation. Significant judgment is required to determine the SSP for each distinct performance obligation in a contract.
We began generating revenue in the fourth quarter of 2018, and as such we generally use our stand-alone sales price as our SSP, and we use our best estimate for the performance obligations where we do not have stand-alone sales. The absence of observable prices resulting from our relatively short period of revenue generation requires us to estimate the SSPs of distinct performance obligations in a given contract. We determine SSP using market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of our customers. The SSP generally varies by size of the customer. Our determination of SSP may change in the future as standalone sales of products and services occur, providing observable prices.
Stock-Based Compensation
Our historical and outstanding stock-based compensation awards under our equity compensation plans have typically included service-based, performance-based, or market-based vesting conditions. We have applied the fair value recognition provisions of FASB ASC Topic 718, Compensation-Stock Compensation to account for the stock-based compensation for employees and non-employees. We recognize compensation costs related to stock options granted to employees and non-employees based on estimated fair value of the award on the date of grant. For awards with only service-based vesting conditions, we recognize stock-based compensation expense over the requisite service period, and record compensation cost using the straight-line method less a historical forfeiture rate. For awards with performance-based or market-based vesting conditions, we recognize compensation cost on a tranche-by-tranche basis, or the accelerated attribution method. Determining the amount of stock-based compensation to be recorded requires us to develop estimates of the fair value of stock-based awards as of their measurement date. Following the Business Combination, the fair value of our common stock is determined based on the quoted market price of our common stock. Prior to the Business Combination, there was no public market for our equity instruments, as a result, the estimated fair value of our common stock had historically been determined by our board of directors with input from management. We engaged an independent third-party valuation specialist to perform a valuation of our common stock and assessed other factors including financial performance, capital structure, forecasted operating results and valuations of publicly traded peer companies. Calculating the fair value of stock-based awards requires that we make highly subjective assumptions. To determine the fair-value of grants with market-based conditions, we use a Monte Carlo simulation which requires management to make a number of key assumptions, including the estimated fair value of the common stock underlying the award, expected volatility, expected term, risk-free interest rate and expected dividend yield. The risk-free interest rate is determined using the rate of return onU.S. treasury notes with a life that approximates the expected term.
Acquisitions
We account for business combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at their respective estimated fair values as of the acquisition date. The excess of the fair value of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. While we use our best estimates and judgments, our estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill provided that we are within the measurement period. The judgments made in determining the estimated fair value assigned to the assets acquired, as well as the estimated useful life of each asset, can materially impact the consolidated statements of operations of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. In determining the estimated fair value for intangible assets, we typically utilize the income approach, which discounts the projected future net cash flow using a discount rate deemed appropriate by management that reflects the risks associated with such projected future cash flow. Significant estimates and assumptions include revenue growth rates, technology migration curves,
the customer 65 Table of Contents attrition rate, and discount rates. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.
Recent Accounting Pronouncements
Information regarding recent accounting pronouncements is included in "Note 2. Summary of Significant Accounting Policies" to our consolidated financial statements in this Annual Report on Form 10-K.
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