Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 22, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-39092 | ||
Entity Registrant Name | SHAPEWAYS HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-2876494 | ||
Entity Address, Address Line One | 12163 Globe St | ||
Entity Address, City or Town | Livonia, | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48150 | ||
City Area Code | 734 | ||
Local Phone Number | 422-6060 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 6,616,465 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement related to the registrant's 2024 Annual Meeting of Shareholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K. The 2024 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. | ||
Entity Central Index Key | 0001784851 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 20,400,000 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | SHPW | ||
Security Exchange Name | NASDAQ | ||
Warrants to purchase Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase Common Stock | ||
Trading Symbol | SHPWW | ||
Security Exchange Name | NASDAQ |
Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | WithumSmith+Brown, PC |
Auditor Location | East Brunswick, New Jersey |
Auditor Firm ID | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash and cash equivalents | $ 12,200 | $ 30,630 | |
Restricted cash | 41 | 139 | |
Short-term investments | 0 | 9,816 | |
Accounts receivable, net | 4,680 | 1,606 | |
Inventory | 2,036 | 1,307 | |
Prepaid expenses and other current assets | 4,058 | 6,255 | |
Current assets held for sale | 118 | 0 | |
Total current assets | 23,133 | 49,753 | |
Property and equipment, net | 5,709 | 15,627 | |
Operating lease, right-of-use assets, net | 1,739 | 2,365 | |
Goodwill | 5,214 | 6,286 | |
Intangible assets, net | 2,973 | 5,398 | |
Security deposits | 99 | 99 | |
Total assets | 38,867 | 79,528 | |
Current liabilities | |||
Accounts payable | 2,635 | 2,354 | |
Accrued expenses and other liabilities | 3,875 | 5,950 | |
Current portion of long-term debt | 650 | 0 | |
Operating lease liabilities, current | 864 | 719 | |
Finance lease liability, current | 64 | 0 | |
Other financing obligations, current | 44 | 0 | |
Deferred revenue | 1,773 | 972 | |
Total current liabilities | 9,905 | 9,995 | |
Operating lease liabilities, net of current portion | 979 | 1,715 | |
Deferred tax liabilities, net | 52 | 27 | |
Finance lease liability, net of current portion | 245 | 0 | |
Other financing obligations, net of current portion | 432 | 0 | |
Long-term debt, net of current portion | 426 | 0 | |
Total liabilities | 12,039 | 11,737 | |
Commitments and contingencies | |||
Stockholders’ equity | |||
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022, respectively) | 0 | 0 | |
Common stock ($0.0001 par value; 120,000,000 shares authorized; 6,597,409 and 6,180,646 shares issued and outstanding as of December 31, 2023 and 2022, respectively) (1) | [1] | 1 | 5 |
Additional paid-in capital | 204,230 | 201,362 | |
Accumulated deficit | (176,943) | (133,032) | |
Accumulated other comprehensive loss | (460) | (544) | |
Total stockholders’ equity | 26,828 | 67,791 | |
Total liabilities and stockholders’ equity | $ 38,867 | $ 79,528 | |
[1]Retroactively adjusted shares issued and outstanding to give effect to the Company's 1-for-8 reverse stock split. See Note 2. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 6,597,409 | 6,180,646 |
Common stock, shares outstanding (in shares) | 6,597,409 | 6,180,646 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenue, net | $ 34,460,000 | $ 33,157,000 | |
Cost of revenue | 19,955,000 | 18,859,000 | |
Gross profit | 14,505,000 | 14,298,000 | |
Operating expenses | |||
Selling, general and administrative | 36,722,000 | 27,847,000 | |
Research and development | 9,302,000 | 10,409,000 | |
Impairment on assets held for sale | 12,814,000 | 0 | |
Impairment on goodwill | 1,072,000 | 0 | |
Total operating expenses | 59,910,000 | 38,256,000 | |
Loss from operations | (45,405,000) | (23,958,000) | |
Other income (expense) | |||
Investment Income, Interest | 1,071,000 | 149,000 | |
Interest expense | (143,000) | (7,000) | |
Loss on disposal of assets | (85,000) | (49,000) | |
Change in fair value of earnout liabilities | 0 | 1,824,000 | |
Change in fair value of warrant liabilities | 0 | 1,584,000 | |
Other income | 675,000 | 267,000 | |
Total other income, net | 1,518,000 | 3,768,000 | |
Loss before income tax expense | (43,887,000) | (20,190,000) | |
Income tax expense | 24,000 | 31,000 | |
Net loss | $ (43,911,000) | $ (20,221,000) | |
Net loss per share: | |||
Basic (in dollars per share) | [1] | $ (6.51) | $ (3.05) |
Diluted (in dollars per share) | [1] | $ (6.51) | $ (3.05) |
Weighted average common shares outstanding: | |||
Basic (in dollars per share) | [1] | 6,749,836 | 6,624,820 |
Diluted (in dollars per share) | [1] | 6,749,836 | 6,624,820 |
Other comprehensive income (loss) | |||
Foreign currency translation adjustment | $ 84,000 | $ (175,000) | |
Comprehensive loss | $ (43,827,000) | $ (20,396,000) | |
[1] Retroactively adjusted shares issued and outstanding, and per share information to give effect to the Company's 1-for-8 reverse stock split. See Note 2. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss - Parenthetical | Jun. 22, 2023 |
Income Statement [Abstract] | |
Reverse stock split ratio | 0.125 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | ||
Beginning Balance (in Shares) at Dec. 31, 2021 | [1] | 6,078,467 | |||||
Beginning Balance at Dec. 31, 2021 | $ 85,004,000 | $ 5,000 | $ 198,179,000 | $ (112,811,000) | $ (369,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock issued for stock-based compensation (in shares) | [1] | 102,395 | |||||
Issuance of common stock upon exercise of stock options | 339,000 | 339,000 | |||||
Cancellation of restricted stock | [1] | 216 | |||||
Stock-based compensation expense | 2,155,000 | 2,155,000 | |||||
Transfer of Private Warrants to Public Warrants | 689,000 | 689,000 | |||||
Net loss | (20,221,000) | (20,221,000) | |||||
Foreign currency translation adjustment | (175,000) | (175,000) | |||||
Ending Balance at Dec. 31, 2022 | $ 67,791,000 | $ 5,000 | 201,362,000 | (133,032,000) | (544,000) | ||
Ending Balance (in shares) at Dec. 31, 2022 | 6,180,646 | 6,180,646 | [1] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock issued for stock-based compensation (in shares) | [1] | 298,536 | |||||
Issuance of common stock upon exercise of stock options | $ 0 | 0 | |||||
Effect of Merger and recapitalization, net of redemptions and issuance costs (in shares) | [1] | 156,658 | |||||
Issuance of common stock upon settlement of earnout consideration liability | $ 537,000 | 537,000 | |||||
Tax payments related to shares withheld for vested restricted stock units (in shares) | (76,090) | (76,090) | [1] | ||||
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | $ (217,000) | (217,000) | |||||
Cancellation of restricted stock | [1] | 1,843 | |||||
Stock issued during period new shares issued (in shares) | [1] | 39,587 | |||||
Issuance of common stock under the ATM Facility, net of offering costs | 118,000 | 118,000 | |||||
Stock-based compensation expense | 2,430,000 | 2,430,000 | |||||
Redemption of fractional shares on reverse stock split (in shares) | [1] | (85) | |||||
Redemption of fractional shares on reverse stock split | 4,000 | $ (4,000) | 4,000 | ||||
Net loss | (43,911,000) | (43,911,000) | |||||
Foreign currency translation adjustment | 84,000 | 84,000 | |||||
Ending Balance at Dec. 31, 2023 | $ 26,828,000 | $ 1,000 | $ 204,230,000 | $ (176,943,000) | $ (460,000) | ||
Ending Balance (in shares) at Dec. 31, 2023 | 6,597,409 | 6,597,409 | [1] | ||||
[1]Retroactively adjusted shares issued and outstanding to give effect to the Company's 1-for-8 reverse stock split. See Note 2. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - Parenthetical | Jun. 22, 2023 |
Statement of Stockholders' Equity [Abstract] | |
Reverse stock split ratio | 0.125 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (43,911,000) | $ (20,221,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,870,000 | 1,514,000 |
Loss from impairment on assets held for sale | 12,814,000 | 0 |
Impairment on goodwill | 1,072,000 | 0 |
Write-off of prepaid services | 3,954,000 | 0 |
Write-off of intangible assets | 481,000 | 0 |
Bad debt expense | 337,000 | 0 |
Loss on disposal of property and equipment | 85,000 | 49,000 |
Stock-based compensation expense | 2,430,000 | 2,155,000 |
Non-cash lease expense | 996,000 | 1,000,000 |
Deferred income taxes | 25,000 | 27,000 |
Interest receivable on short-term investments | (767,000) | (105,000) |
Change in fair value of earnout liability | 0 | (1,824,000) |
Change in fair value of warrant liabilities | 0 | (1,584,000) |
Change in operating assets and liabilities: | ||
Accounts receivable | (3,491,000) | 873,000 |
Inventory | (737,000) | (192,000) |
Prepaid expenses and other assets | (850,000) | (1,686,000) |
Accounts payable | 541,000 | 1,000 |
Accrued expenses and other liabilities | (1,535,000) | 996,000 |
Operating lease liabilities | (964,000) | (1,049,000) |
Deferred revenue | 801,000 | (522,000) |
Security deposits | 0 | (7,000) |
Net cash used in operating activities | (26,849,000) | (20,575,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,796,000) | (10,118,000) |
Purchase of short-term investments | (9,769,000) | (9,780,000) |
Proceeds from settlement of short-term investments | 20,000,000 | 0 |
Cash paid for acquisitions, net of cash acquired | 0 | (8,861,000) |
Net cash provided by (used in) investing activities | 7,435,000 | (28,759,000) |
Cash flows from financing activities: | ||
Proceeds received from other finance obligations | 993,000 | 0 |
Principal payments on finance leases | (45,000) | 0 |
Payments on other finance obligations | (62,000) | 0 |
Payments of taxes on restricted stock units withheld for employee taxes | (217,000) | 0 |
Proceeds from issuance of common stock | 118,000 | 339,000 |
Net cash provided by financing activities | 787,000 | 339,000 |
Net change in cash and cash equivalents and restricted cash | (18,627,000) | (48,995,000) |
Effect of change in foreign currency exchange rates on cash and cash equivalents and restricted cash | 99,000 | (55,000) |
Cash and cash equivalents and restricted cash at beginning of year | 30,769,000 | 79,819,000 |
Cash and cash equivalents and restricted cash at end of year | 12,241,000 | 30,769,000 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 143,000 | 0 |
Purchase of property and equipment included in accounts payable | 22,000 | 225,000 |
Issuance of common stock upon settlement of earnout consideration liability | $ 537,000 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization On September 29, 2021 (the “Closing” or the “Closing Date”), Galileo Acquisition Corp., a Cayman Islands exempted company (“Galileo” and after the Domestication (as defined below) “Shapeways”), a publicly-traded special purpose acquisition company, consummated the transactions described in the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated April 28, 2021, by and among Galileo Founders Holdings, L.P. (the “Sponsor”), Galileo Acquisition Corp., Galileo Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Galileo (“Merger Sub”), and Shapeways, Inc., a Delaware corporation (“Legacy Shapeways”), whereby Merger Sub merged with and into Legacy Shapeways, the separate corporate existence of Merger Sub ceasing and Legacy Shapeways being the surviving corporation and a wholly owned subsidiary of Shapeways (the “Merger”). Further, on the Closing Date, Galileo was domesticated and continued as a Delaware corporation (the “Domestication” and, together with the Merger, the “Business Combination”), changing its name to “Shapeways Holdings, Inc.” (the “Company” and/or “Shapeways”). Simultaneously with the execution of the Business Combination, Galileo entered into subscription agreements pursuant to which certain investors agreed to purchase an aggregate of 7,500,000 shares of common stock for a purchase price of $10.00 per share and $75,000,000 in the aggregate (the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment. Shapeways also operates through its wholly owned subsidiaries, Shapeways BV, which was incorporated in the Netherlands on December 10, 2008 and Linear Mold & Engineering, LLC, also referred to as Linear AMS ("Linear"), which was acquired in May 2022. Shapeways is a leader in the large and fast-growing digital manufacturing industry combining high quality, flexible on-demand manufacturing powered by purpose-built proprietary software which enables customers to rapidly transform digital designs into physical products, globally. Shapeways makes industrial-grade additive manufacturing and traditional manufacturing accessible by fully digitizing the end-to-end manufacturing process, and by providing a broad range of solutions utilizing 12 additive manufacturing technologies, 13 injection molding and computer numerical control ("CNC") manufacturing technologies, and more than 120 materials and finishes, with the ability to easily scale new innovation. Shapeways has delivered over 24 million parts to over 1 million customers in over 180 countries, from inception through December 31, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and in accordance with the instruction to Form 10-K and Article 8 of Regulation S-X of the Securities and Exchange Commission ("SEC"). The consolidated financial statements include the accounts of its wholly owned subsidiaries, Legacy Shapeways, Shapeways BV and Linear. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Use of Estimates The preparation of the Company’s consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. Functional Currency The Euro is the functional currency for Shapeways BV’s operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive loss within stockholders’ equity. Gains and losses from foreign currency transactions are included in net loss for the period. Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand and demand deposits and highly liquid securities with original maturities at the date of acquisition of ninety days or less. The Company maintains its deposits at high quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institutions. The Company has not experienced any losses on such accounts. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for its facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. The reconciliation of cash, cash equivalents and restricted cash reported within the applicable consolidated balance sheets that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows: December 31, 2023 2022 Cash and cash equivalents $ 12,200 $ 30,630 Restricted cash 41 139 $ 12,241 $ 30,769 Short-term Investments The Company invests its excess cash in fixed income instruments including U.S. treasury securities with a maturity of six months or less. The Company has the means to and intends to hold all investments to maturity, and as such its investments are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. Accounts Receivable Accounts receivable are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for credit losses to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. Given the nature and historical collectability of the Company’s accounts receivable, an allowance for credit losses of $337 was recorded at December 31, 2023. An allowance for credit losses was not deemed necessary at December 31, 2022. Inventory Inventory consists of raw materials, work in process and finished goods at the Company’s distribution centers. Raw materials are stated at the lower of cost or net realizable value, determined by the first-in-first-out method. Finished goods and work in process are valued using a methodology to determine the cost of each 3D printed object using allocations for material, labor, machine time and overhead. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowances to reduce such items identified to their recoverable amounts. As of December 31, 2023 and 2022, the Company determined an allowance was not deemed necessary. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. In March 2021, the Company entered into a non-binding Memorandum of Understanding (“MOU”) with Desktop Metal Inc. ("Desktop Metal"), pursuant to which Desktop Metal agreed to invest $20.0 million in the PIPE Investment. Upon consummation of this investment, the Company became obligated to purchase $20.0 million of equipment, materials and services from Desktop Metal. The Company has no further obligations under the MOU. The Company recognized $11.6 million of impairment charges on these assets during the twelve months ended December 31, 2023. No impairment charges were recorded for the twelve months ended December 31, 2022. The Company also wrote off $4.0 million of prepaid services related to such equipment for the twelve months ended December 31, 2023, which were included in selling, general and administrative expense on the consolidated statements of operations and comprehensive loss. Costs for capital assets not yet placed into service are capitalized and depreciated once placed into service. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 to 10 years Computers and IT equipment 3 to 10 years Furniture and fixtures 7 to 10 years Vehicles 10 years Leasehold improvements ** ** Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, trademarks, favorable and unfavorable operating leases, and non-competition agreements are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from two Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant underperformance of a product in relation to expectations, significant changes, or planned changes in the Company’s use of the assets, significant negative industry or economic trends, and new or competing products that enter the marketplace. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset with the related impairment charge recognized within the statements of operations and comprehensive loss. The Company recorded impairment charges of $1,249 for the year ended December 31, 2023 and this amount is included in the impairment on assets held for sale Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Under ASC 350, Intangibles - Goodwill and Other , the Company has the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the goodwill impairment test is performed. Impairment tests are performed on a quarterly basis. Management uses the future discounted cash flows valuation approach to determine the fair value of reporting units and determines whether the fair value of reporting units exceeded its carrying amounts. If the fair value exceeds the carrying amount, then no impairment is recognized. If the carrying amount recorded exceeds the fair value calculated, then an impairment charge is recognized for the difference. The impairment review requires management to make judgments in determining various assumptions with respect to revenues, operating margins, growth rates and discount rates. The judgments made in determining the projected cash flows used to estimate the fair value can materially impact the Company’s financial condition and results of operations. The Company recognized goodwill impairment charges amounting to $1,072 for the twelve months ended December 31, 2023. No impairment charges related to goodwill were recorded for the twelve months ended December 31, 2022. See Note 10 for more information. Fair Value Measurements The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Business Acquisitions The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial statements from the acquisition date. Revenue Recognition Revenue is derived from two primary sources: (a) products and services and (b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606, Revenue from Contracts with Customers (" ASC 606 ") : (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires the Company to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 6). Leases The Company’s lease arrangements relate primarily to office and manufacturing space and equipment. The Company’s leases have initial terms ranging from 2 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as operating lease right-of-use assets, net and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities, net of current on the Company’s consolidated balance sheets. Finance lease right-of-use assets are presented within property and equipment, net ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The Company recognizes lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. Stock-based Compensation The Company recognizes stock-based compensation expense for all stock options, restricted stock units and other arrangements within the scope of ASC 718, Stock Compensation ("ASC 718"). Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized using the straight-line method over the employee’s requisite service period. Compensation for stock-based awards with vesting conditions other than service are recognized based on the probability of the performance condition being met over the vesting period. Forfeitures are recognized as they are incurred. Common Stock Warrant Liabilities The Company evaluates its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). The Private Warrants (as defined in Note 14) previously met the definition of a derivative under ASC 815, and the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. In December 2022, the Company and the holders of the Private Warrants entered into letter agreements, pursuant to which such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants (as defined in Note 14). The Company has therefore concluded that as of December 31, 2023 and 2022, all its warrants met the criteria to be classified in stockholders' equity. Research and Development Costs Research and development expenses consist primarily of allocated personnel costs, and allocations for rent and overhead. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received. For the years ended December 31, 2023 and 2022, research and development costs were $9,302 and $10,409, respectively. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $1,279 and $2,046 for the years ended December 31, 2023 and 2022, respectively, which are included in selling, general and administrative expense on the Company's consolidated statements of operations and comprehensive loss. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and the Netherlands. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period. Reverse Stock Split On June 14, 2023, the Company’s Board of Directors approved a reverse stock split ratio of 1-for-8 (the “Reverse Stock Split”). On June 22, 2023, the effective date of the Reverse Stock Split, the number of the Company’s issued and outstanding shares of common stock decreased from 51,540,172 shares to 6,442,436 shares, net of fractional shares redeemed. The number of authorized shares and par value per common share remained unchanged. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu thereof. Prior to the effective date of the Reverse Stock Split, the Company had listed warrants to purchase a total of 18,410,000 shares of Common Stock, with each whole warrant being exercisable for one share of Common Stock at $11.50 per share. After the effective date of the Reverse Stock Split, every eight shares of Common Stock that may have been purchased pursuant to the warrants immediately prior to the Reverse Stock Split represented one share of Common Stock that may be purchased pursuant to such warrants immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of Common Stock attributable to such warrants was proportionately increased, such that the exercise price immediately following the Reverse Stock Split was $92.00, which equals the product of eight multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split. The number of shares of Common Stock subject to the warrants was proportionately decreased by eight times, to an aggregate of 2,301,250 shares. The share, per share and trading price amounts in the consolidated financial statements and the accompanying notes, have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Net Loss per Share In accordance with the provisions of ASC 260, Earnings Per Share , net loss per common share is computed by dividing net loss by the weighted-average shares of common stock outstanding during the period. Basic net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, and convertible debt and convertible securities, using the if-converted method. During a loss period, the effect of the potential exercise of stock options and convertible debt are not considered in the diluted net loss per share calculation since the effect would be anti-dilutive. A reconciliation of net loss and number of shares used in computing basic and diluted net loss per share is as follows: Year Ended December 31, 2023 2022 Basic and Diluted net loss per share computation: Numerator for basic and diluted net loss per share: Net loss $ (43,911) $ (20,221) Denominator for basic and diluted net loss per share: Weighted average common shares - basic and diluted 6,749,836 6,624,820 Basic and diluted net loss per share $ (6.51) $ (3.05) The following table presents the outstanding shares of common stock equivalents that were excluded from the computation of the diluted net loss per share attributable to common stock for the periods in which a net loss is presented because their effect would have been anti-dilutive: Year Ended December 31, 2023 2022 Potentially dilutive securities: Common stock warrants (1) 2,301,250 2,301,250 Earnout shares 438,800 438,800 Unvested RSUs 568,570 655,882 (1) The number of shares of common stock subject to the warrants was proportionately decreased as a result of the Reverse Stock Split. Included in loss per common share are 350,511 and 485,632 shares subject to options due to their nominal exercise prices as of December 31, 2023 and 2022, respectively. Segment Information The Company operates and reports in one segment, which focuses on providing additive and traditional manufacturing services to customers. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. The Company is continually evaluating its operating and reporting segments. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments . This ASU significantly changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This standard was adopted by the Company as of January 1, 2023 and it had an immaterial impact on the Company's financial statements. Accounting Pronouncements Recently Issued Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in this ASU require disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold. The new guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendment in this ASU requires new tabular and narrative segment disclosures of significant expenses that are regularly reported to the chief operating decision maker and the nature of segment expense information used to manage operations. The new guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In October 2023, the FASB issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had net loss of $43,911 and $20,221 for the years ended December 31, 2023 and 2022 , respectively. The Company has incurred losses from operations since inception and as of December 31, 2023, had an accumulated deficit of $176,943 and a decrease in net change in cash and cash equivalents during the year ended December 31, 2023 of $18,627. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. The Company initiated a number of cost reduction measures during the year ended December 31, 2023, including reductions in force completed in October and December, 2023, reduction of new hires and reduction in non-critical capital and discretionary operating expenditures. The Company has also identified several further potential actions that could be initiated in a timely manner to extend the cash runway necessary to fund operations and to address the Company’s liquidity needs over the twelve-month period from the date of issuance of these consolidated financial statements. These actions include raising substantial additional capital to fund its operations through equity or debt financings or other sources, strategic collaborations, deferral and reprioritization of certain additional research and development programs that would involve reduced program and headcount spend, further reduction in force, realignment of operating infrastructure including closing or downsizin g manufacturing facilities, and further reduction in non-critical capital and discretionary operating expenditures including personnel costs, travel and recruitment, additional equipment and business support spend. Although the Company is continuing to explore actions to maximize shareholder value and management has taken actions to reduce cash use, it cannot be sure these actions will sufficiently reduce or eliminate future losses. As previously disclosed, the Company has been working with advisors in considering its strategic alternatives, including, without limitation, a sale of a material portion of the Company’s assets, merger, business combination, liquidation of certain assets or other strategic transaction to maximize shareholder value. Based on market checks conducted by the Company's advisors, as well as preliminary discussions with and feedback from potential purchasers, and in light of continued macroeconomic and industry pressures, the Company is actively taking steps to sell a material portion of the Company’s assets. In the course of these preliminary discussions, potential purchasers have indicated an interest in acquiring either the Company’s manufacturing business or its software business, but not both. Even if the Company pursues a transaction, such transaction may not be consistent with stockholders’ expectations or may not ultimately be favorable for stockholders, either in the shorter or longer term. The Company is continuing to evaluate strategic alternatives with regard to its core manufacturing and software businesses, including ongoing discussions with potential acquirers. The Company has not signed a definitive agreement with respect to either its software or manufacturing assets, and there can be no assurance that any of these processes will result in any transaction. Please see Part I, Item 1A: “Risk Factors—Risks Related to Our Business—We may not be successful in identifying and implementing one or more strategic alternatives for our business, and any strategic alternative that we may consummate could have material adverse consequences for us”. The Company believes management’s plans may not provide sufficient liquidity to meet its financial obligations and maintain levels of liquidity over the twelve-month period from the date of issuance of these financial statements. As such, the Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Short-term Investments The Company considers all investments with original maturities of three months or less to be cash and cash equivalents and investments with original maturities of more than three months but less than one year to be short-term investments. As of December 31, 2022, the Company's investment in short-term investments consisted of U.S. Treasury Securities classified as held-to-maturity. Held-to-maturity investments are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The carrying value, excluding gross unrealized holding gains or losses and fair value as of December 31, 2023 and 2022 were as follows: December 31, 2023 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2023 Classified as Cash and cash equivalents U.S. Treasury Securities $ 9,950 $ 16 $ — $ 9,966 Classified as short-term investments U.S. Treasury Securities $ — $ — $ — $ — December 31, 2022 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2022 Classified as Cash and cash equivalents U.S. Treasury Securities $ 19,864 $ 73 $ — $ 19,937 Classified as short-term investments U.S. Treasury Securities $ 9,816 $ 33 $ — $ 9,849 |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions Acquisition of MFG.com On April 22, 2022, the Company completed the acquisition of the outstanding assets of MP2020, Inc. ("MFG.com" or "MFG") under an Asset Purchase Agreement ("MFG Purchase"). MFG.com is expected to help the Company's software strategy by providing an immediate supply chain of a wide range of traditional manufacturing services that its customers can leverage. The following table summarizes the total consideration for the MFG Purchase: April 22, 2022 Cash consideration $ 2,700 Holdback consideration 300 Total consideration $ 3,000 The holdback consideration represents the portion of the purchase price to be paid within 12 months from the closing date, subject to reduction for certain indemnifications and other potential obligations of the acquired businesses. The holdback consideration was recorded in accrued expenses and other liabilities on the consolidated balance sheets as of December 31, 2022 and was paid January 2023. The Company has accounted for the MFG Purchase as a business combination in accordance with ASC Topic 805, Business Combinations ("ASC 805"). The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed: April 22, 2022 Assets acquired: Goodwill $ 1,954 Intangible assets 1,604 Other assets 15 Total assets acquired 3,573 Liabilities assumed: Deferred revenue 573 Total liabilities assumed 573 Net assets acquired $ 3,000 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life (in years) Customer relationships $ 264 10 Trade name 240 10 Acquired software platform 910 10 Customer list 190 3 Total intangible assets $ 1,604 The goodwill will not be deductible for tax purposes. The Company incurred $212 of transaction costs related to this acquisition, which are included in general and administrative expenses on the consolidated statements of operations. The Company has determined that the impact of the MFG Purchase was not material to its consolidated financial statements; therefore, separate presentation of revenue and earnings since the acquisition date and pro forma information are not required nor included herein. Acquisition of Linear AMS On May 9, 2022, the Company completed the acquisition of the membership interest of Linear Mold & Engineering, LLC ("Linear AMS" or "Linear") under a Membership Interest Purchase Agreement (the "Linear AMS Purchase"). Linear is expected to help the Company expand its go to market strategy by leveraging Linear's highly technical business development and user application experience and extend its enterprise customer base in key markets. The following table summarizes the total consideration for the Linear AMS Purchase: May 9, 2022 Cash consideration $ 6,090 Holdback consideration 800 Earnout consideration liability 2,900 Total consolidation $ 9,790 The holdback consideration represents the portion of the purchase price payable 12 months from the closing date, subject to reduction for certain indemnifications and other potential obligations of Linear AMS. The estimated fair value of the earnout consideration liability at acquisition was determined using a Monte Carlo simulation based on certain performance metrics for the 12 months ended December 31, 2022. During 2022, the Company recognized a non-cash gain of $1,824 as a result of the actual revenue performance of Linear for the year ended December 31, 2022. The final earnout consideration liability was paid in cash of $539 and a non-cash issuance of equity valued at $537 in April 2023. The Company has accounted for the Linear AMS Purchase as a business combination in accordance with ASC 805. The following table summarizes the fair values of assets acquired and liabilities assumed as of the acquisition date: May 9, 2022 Assets acquired: Cash and cash equivalents $ 29 Accounts receivable 1,117 Inventory 214 Prepaid expenses 34 Security deposits 92 Property and equipment, net 2,086 Right-of-use assets 2,131 Goodwill 2,497 Intangible assets, net 4,199 Total assets acquired 12,399 Liabilities assumed: Accounts payable 308 Accrued expenses and other liabilities 170 Operating lease liability 2,131 Total liabilities assumed 2,609 Net assets acquired $ 9,790 The estimated useful lives of the identifiable intangible assets acquired is as follows: May 9, 2022 Estimated Life (in years) Customer relationships $ 2,822 10 Trade name 647 10 Noncompetition agreement 52 2 Favorable operating lease 699 4 Unfavorable operating lease (21) 4 Total intangible assets $ 4,199 The goodwill will not be deductible for tax purposes. The Company incurred $161 of transaction costs related to this acquisition, which are included in general and administrative expenses on the consolidated statements of operations. The Company has determined that the impact of the Linear AMS Purchase was not material to its consolidated financial statements; therefore, separate presentation of revenue and earnings since the acquisition date and pro forma information are not required nor included herein. Acquisition of Maker OS On April 13, 2022, the Company completed the acquisition of the outstanding assets of Maker OS under an Asset Purchase Agreement ("Maker OS Asset Purchase"). Maker OS is expected to help the Company expand on its manufacturing capabilities and help it build comprehensive ordering services within its software offerings. The total cash consideration paid related to this transaction was $100. The Company has accounted for the Maker OS Asset Purchase as an asset purchase and no liabilities were assumed as part of the acquisition. The following table summarizes the fair values of assets acquired as of the acquisition date: April 13, 2022 Assets acquired: Intangible assets $ 100 Total assets acquired $ 100 The Company incurred immaterial transaction costs related to the Maker OS Asset Purchase, which are included in selling, general and administrative expenses on the consolidated statements of operations. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the product or service to the customer which could occur over time or at a point in time. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Payments from customers are based on billing terms established in the contracts with each customer, which vary by the type of customer and the product or services offered. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Direct sales The Company provides customers with an additive manufacturing service, allowing for the customer to select the specifications of the model which they wish to have printed. Shapeways prints the 3D model and ships the product directly to the customer. The Company recognizes the sale of products through its e-commerce website over time. Contracts involving the sale of products through its e-commerce website do not include other performance obligations. As such, allocation of the transaction price was not necessary as the entire contract price is attributed to the sole performance obligation identified. Marketplace sales The Company provides a platform for shop owners to list their designs through Shapeways’ marketplace website. The Company prints the 3D models and ships the product directly to the customer, handling the financial transaction, manufacturing, distribution and customer service on behalf of the shop owners. Judgment is applied to determine whether the Company is the principal or the agent, which could impact the recognition of revenue and cost of revenue within the consolidated statements of operations and comprehensive loss. The Company considers whether it has the primary responsibility for fulfilling the promise to provide the specified product or service to the end user, whether it has inventory risk prior to transferring the product or service to the customer and if the Company has discretion in establishing prices. The Company acts as an agent in these arrangements where it facilitates the sales of the goods and services on behalf of third-party shop owners to end customers. The Company is considered an agent and recognizes revenue generated from these transactions on a net basis since the Company lacks the ability to establish the overall selling price of the goods or services provided to the end user. The Company recognizes the sale of 3D printed products to customers at a point in time, specifically upon shipping the goods to the customer (FOB Origin) given the transfer of significant risks and rewards of ownership at that point in time. Contracts involving the manufacturing and delivery of 3D printed products to customers do not include other performance obligations. As such, allocation of the transaction price is not necessary as the entire contract price is attributed to the sole performance obligation identified. Software revenue The Company launched the first phase of its software offering under the brand "OTTO" in the fourth quarter of 2021. The software enables other manufacturers to leverage Shapeways’ existing end-to-end manufacturing software to scale their businesses and shift to digital manufacturing. Shapeways’ software offers improved customer accessibility, increased productivity, and expanded manufacturing capabilities for its customers. The Company expanded its software offering's customer base and feature set with the acquisitions of MFG and MakerOS, both completed in April 2022. For each of the performance obligations classified as software revenue, the performance obligations are satisfied evenly over the term of the contract. For contracts including performance obligations classified as software revenue, the Company identified that each performance obligation has an explicitly stated standalone selling price. As such, allocation is not necessary as the prices included in the contract are attributed to each separate performance obligation. The following table presents the Company's revenue disaggregated by revenue source: Year Ended December 31, 2023 2022 Major products and service lines: Direct sales $ 26,598 $ 25,429 Marketplace sales 4,777 5,932 Software 3,085 1,796 Total revenue $ 34,460 $ 33,157 Timing of revenue recognition: Products transferred at a point in time $ 4,777 $ 5,932 Products and services transferred over time 29,683 27,225 Total revenue $ 34,460 $ 33,157 Deferred Revenue The Company records deferred revenue when cash payments are received in advance of performance. Deferred revenue consisted of the following: December 31, 2023 2022 Balance at beginning of year $ 972 $ 921 Deferred revenue recognized during year (34,460) (33,157) Additions to deferred revenue during year 35,261 33,208 Total deferred revenue $ 1,773 $ 972 The Company expects to satisfy its remaining performance obligations within the next twelve months. The $972 of deferred revenue as of January 1, 2023 was recognized during the year ended December 31, 2023. The opening balance of accounts receivable as of January 1, 2022 was $1,372. Practical Expedients and Exemptions The Company applies the practical expedient related to incremental costs of obtaining a contract. Although certain of its commission costs qualify for capitalization under ASC 340-40, Contracts with Customers , their amortization period is less than one year. Therefore, utilizing the practical expedient, the Company expenses these costs as incurred. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Components of inventory consisted of the following: December 31, 2023 2022 Raw materials $ 1,270 $ 849 Work-in-process 608 209 Finished goods 158 249 Total $ 2,036 $ 1,307 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2023 2022 Prepaid expenses $ 2,985 $ 1,384 VAT receivable 1,040 990 Prepaid insurance 12 401 Prepaid operating expenses — 3,231 Security deposits — 175 Other current assets 21 74 Total $ 4,058 $ 6,255 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2023 2022 Machinery and equipment $ 10,867 $ 10,450 Computers and IT equipment 1,149 1,138 Leasehold improvements 2,810 2,429 Furniture and fixtures 133 81 Vehicles 42 42 Assets to be placed in service 52 11,749 Property and equipment 15,053 25,889 Less: Accumulated depreciation (9,344) (10,262) Property and equipment, net $ 5,709 $ 15,627 For the years ended December 31, 2023 and 2022, depreciation expense totaled $1,185 and $1,009, respectively. Of these amounts, depreciation charged to cost of revenue was $983 and $866 for the years ended December 31, 2023 and 2022, respectively. On March 26, 2021, the Company entered into a MOU with Desktop Metal, pursuant to which Desktop Metal agreed to invest $20.0 million in the PIPE Investment. Upon consummation of this investment, the Company became obligated to purchase $20.0 million of equipment, materials and services from Desktop Metal. In conjunction with these obligations, the Company and Desktop Metal agreed to develop a strategic partnership . The Company has no further obligations under the MOU. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill as of December 31, 2023 and December 31, 2022 are as follows: December 31, 2023 December 31, 2022 Balance, beginning of period $ 6,286 $ 1,835 Acquired goodwill — 4,451 Impairment on goodwill 1,072 — Balance, end of period $ 5,214 $ 6,286 The Company recognized goodwill impairment charges amounting to $1,072 for the twelve months ended on December 31, 2023 related to the purchase of MFG, which we believe has declined in value due to current market conditions and based on feedback from our strategic alternatives process. No impairment charges related to goodwill were recorded for the twelve months ended December 31, 2022. Intangible assets consisted of the following as of December 31, 2023: Gross carrying amount Accumulated amortization Intangible assets, net Weighted average amortization period (in years) Customer relationships $ 2,822 $ (469) $ 2,353 10 Trade name 747 (124) 623 10 Noncompetition agreement 52 (43) 9 2 Unfavorable operating lease (21) 9 (12) 4 Total $ 3,600 $ (627) $ 2,973 The Company recorded impairment charges of $1,249 and wrote off intangibles of $481 for the year ended December 31, 2023. There were no intangible assets written off or impaired during the year ended December 31, 2022. Intangible assets consisted of the following as of December 31, 2022: Gross carrying amount Accumulated amortization Intangible assets, net Weighted average amortization period (in years) Customer relationships $ 3,086 $ (206) $ 2,880 10 Trade name 987 (66) 921 10 Acquired software platform 910 (61) 849 10 Customer lists 190 (42) 148 3 Noncompetition agreement 52 (17) 35 2 Favorable operating lease 699 (117) 582 4 Unfavorable operating lease (21) 4 (17) 4 Total $ 5,903 $ (505) $ 5,398 The Company recognized $685 and $505 of amortization expense during the years ended December 31, 2023 and 2022. The Company estimates the future aggregate amortization expense related to its intangible assets as of December 31, 2023 will be as follows: Amortization expense 2024 $ 360 2025 352 2026 357 2027 357 2028 357 Thereafter 1,190 Total $ 2,973 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses consisted of the following: December 31, 2023 2022 Accrued compensation $ 1,652 $ 1,504 Holdback consideration — 1,100 Accrued selling expenses 689 487 Taxes payable 482 339 Accrued acquisition of property and equipment — 225 Earnout consideration liability — 1,076 Other accrued expenses and other liabilities 1,052 1,219 Total $ 3,875 $ 5,950 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases During the year ended December 31, 2023, the Company maintained six leases of facilities located in the United States and the Netherlands, as well as, two leases of equipment classified as finance leases. In addition, the Company has two failed sale-leaseback transactions that have been recorded as finance obligations within its consolidated balance sheets. See Note 13 for additional information. The table below presents certain information related to the Company’s lease costs: Twelve Months Ended 2023 2022 Operating lease expense $ 996 $ 1,000 Finance lease expense 46 — Interest expense on finance lease liabilities 21 — Total lease cost $ 1,063 $ 1,000 The Company recorded sublease income of $283 and $255 during the years ended December 31, 2023 and 2022, respectively. The sublease income is associated with the Company's sublease of its facility in Michigan. Right-of-use assets and lease liabilities for operating leases were recorded in the consolidated balance sheets as follows: December 31, 2023 2022 Assets: Operating lease right-of-use assets, net $ 1,739 $ 2,365 Finance lease right-of-use assets, net 306 — Total lease assets $ 2,045 $ 2,365 Liabilities: Current liabilities: Operating lease liabilities, current $ 864 $ 719 Finance lease liability, current 64 — Non-current liabilities: Operating lease liabilities, net of current portion 979 1,715 Finance lease liability, net of current portion 245 — Total lease liability $ 2,152 $ 2,434 The Company’s lease agreements do not state an implicit borrowing rate; therefore, an internal incremental borrowing rate was determined based on information available at the lease commencement date for the purposes of determining the present value of lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each market. The weighted-average remaining lease term for operating and finance leases was 2.14 years and 4.24 years, and the weighted-average incremental borrowing rate for the operating and finance leases was 6.97% and 8.24% as of December 31, 2023, respectively. The weighted-average remaining lease term for operating leases was 3.06 years, and the weighted-average incremental borrowing rate was 7.07% as of December 31, 2022. Supplemental cash flow information related to the Company’s leases was as follows: Years Ended December 31, 2023 2022 Operating cash flows from operating leases $ 964 $ 1,049 Financing cash flows from finance leases $ 45 $ — Lease liabilities arising from obtaining right-of-use assets $ 598 $ 285 As of December 31, 2023, future minimum lease payments required under operating leases are as follows: Operating Leases Finance Leases 2024 $ 970 $ 87 2025 792 87 2026 237 87 2027 — 87 Thereafter — 20 Total minimum lease payments 1,999 368 Less effects of discounting (156) (59) Present value of future minimum lease payments $ 1,843 $ 309 Legal Proceedings The Company is involved in various legal proceedings which arise from time to time in the normal course of business. While the results of such matters generally cannot be predicted with certainty, management does not expect any such matters to have a material adverse effect on the Company’s consolidated financial position or results of operations as of and for the years ended December 31, 2023 and 2022. |
Financing Obligations
Financing Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Financing Obligations | Financing Obligations Failed Sale-Leaseback In February and March 2023, the Company entered into two lease transactions with Rabo Lease BV (“Rabo”), whereby it sold equipment to Rabo and leased back the equipment for an initial term of four years. The Company concluded that the lease arrangements would be classified as a failed sale-leaseback transaction and accounted as a financing obligation as it has the option to repurchase the assets at a fixed price at the end of the term. The assets continue to be depreciated over their useful lives, and payments are allocated between interest expense and repayment of the financing obligation. The assets under failed sale-leaseback transactions are included within property and equipment, net and the proceeds from the transactions are recorded as a financing obligation on the Company's consolidated balance sheets. The weighted average interest rate of 20.5% was used to impute interest on the failed sale-leaseback transactions. Interest expense recognized for the year ended December 31, 2023 was $91. As of December 31, 2023, future financing obligation payments under the failed sale-leaseback transactions are as follows: Finance Obligations 2024 $ 137 2025 137 2026 137 2027 14 Total payments 425 Less: imputed interest (255) Financing obligation at end of term 306 Total financing obligations $ 476 Other Financing Arrangements In August 2023, the Company entered into a financing agreement with Mitsubishi HC Capital America (“Financing Agreement”) for $500 using certain equipment as collateral. The Financing Agreement became payable in monthly installments beginning September 1, 2023 and has a maturity date of August 31, 2030. The effective interest rate on the Financing Agreement is 8.45%. Interest expense of $14 was recognized for the year ended December 31, 2023. As of December 31, 2023, the amount outstanding under the Financing Agreement was $482. The scheduled maturities of the Company’s Financing Agreement are as follows: Financing Agreement 2024 $ 56 2025 61 2026 67 2027 72 Thereafter 226 Total payments $ 482 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Upon closing of the Business Combination, pursuant to the terms of the Certificate of Incorporation, the Company authorized 120,000,000 shares of common stock with a par value $0.0001. The holders of common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval and are entitled to receive dividends, as and if declared by the Board of Directors out of legally available funds. The Company has issued and outstanding 6,597,409 and 6,180,646 shares of common stock as of December 31, 2023 and 2022, respectively. Public and Private Warrants Prior to the Merger, the Company had outstanding 13,800,000 warrants entitling the holder to exercise eight warrants to purchase one share of common stock at an exercise price of $92.00 per share (the "Public Warrants"). The Public Warrants became exercisable 30 days after the Closing Date, and expire five years after the Closing Date or earlier upon redemption or liquidation. The Company may redeem the Public Warrants as follows: in whole and not in part; at a price of $0.01 per warrant; at any time while the Public Warrants are exercisable, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $144.00 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to the warrant holders; and if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. Certain of these conditions have not been met to redeem the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Company had outstanding 4,110,000 private warrants that were issued upon the consummation of the initial public offering of Galileo (the "Private Warrants"). Additionally, at the Closing, a lender holding a convertible note issued by the Company with an aggregate principal amount of $500 converted the note into 500,000 sponsor warrants exercisable for common stock at a purchase price of $1.00 per warrant (the "Sponsor Warrants"), with terms equivalent to the Private Warrants. The Sponsor Warrants are no longer held by the initial purchaser or any of its permitted transferees, and therefore have terms equivalent to the Public Warrants. In December 2022, the Company and the holders of the Private Warrants entered into letter agreements, pursuant to which such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants. There were 18,410,000 warrants outstanding, representing 2,301,250 shares subject to warrants, as of December 31, 2023 and December 31, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2010 Stock Plan Prior to the Business Combination, Legacy Shapeways maintained its 2010 Stock Plan (the “2010 Plan”), under which Legacy Shapeways granted statutory and non-statutory stock to employees, outside directors and consultants. The maximum number of shares of common stock that was issuable under the 2010 Plan was 2,117,818 shares. In connection with the Business Combination, each Legacy Shapeways stock option that was outstanding immediately prior to Closing, whether vested or unvested, was converted into an option to acquire a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product of (i) the number of shares of Legacy Shapeways common stock subject to such Legacy Shapeways option immediately prior to the Business Combination and (ii) 90% of the recapitalization conversion ratio of 0.8293 established in the Merger (the "Conversion Ratio"), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Shapeways option immediately prior to the consummation of the Business Combination, divided by (B) 90% of the Conversion Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Shapeways option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. In addition, each holder of an in-the-money Legacy Shapeways option held by individuals remaining in continuous service to the Company through the Closing, was granted a right to receive an award of restricted stock units denominated in shares of common stock granted under the 2021 Equity Incentive Plan (the "2021 Plan") (each, an “Earnout RSU”) equal to the product of (A) the number of shares of Legacy Shapeways common stock that were subject to the option immediately prior to Closing, multiplied by (B) 10% of the Conversion Ratio. The Earnout RSUs are subject to substantially the same service-based vesting conditions and acceleration provisions as applied to the Legacy Shapeways option provided that, in addition to such service-based vesting conditions, Earnout RSUs will be subject to vesting and forfeiture conditions based upon the dollar volume-weighted price of the Company’s common stock reaching certain targets (the “RSU Performance Milestones”). The Company records stock compensation expense for Earn-Out RSUs based upon an assessment of the grant date fair value using the Monte Carlo valuation model in accordance with FASB ASC 718. The Company did not grant any additional Earn-Out RSUs during the year ended December 31, 2023. Upon the Closing of the Business Combination, the outstanding and unexercised Legacy Shapeways options became options to purchase an aggregate of 612,650 shares of the Company’s common stock under the 2010 Plan at an average exercise price of $4.96 per share. 2021 Equity Incentive Plan Upon the closing of the Business Combination, the Company adopted the 2021 Plan. The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other share-based awards or other cash-based awards to employees, consultants, and non-employee directors. On the first day of each calendar year, beginning on January 1, 2022 and continuing until (and including) January 1, 2031, the number of shares available under the 2021 Plan will automatically increase by a number equal to the lesser of (a) 5% of the total number of shares of the Company’s common stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (b) a number of shares of the Company's common stock determined by the Company’s Board of Directors. As of December 31, 2023, 1,565,630 shares of common stock are authorized for issuance pursuant to awards under the 2021 Plan. Any shares of common stock related to awards that are forfeited, cancelled, terminated, expire or shares withheld by the Company to satisfy tax withholding obligations or to pay any exercise price are deemed available for issuance under the 2021 Plan. As of December 31, 2023, 689,007 shares remain available for issuance under the 2021 Plan. 2022 New Employee Equity Incentive Plan In September 2022, the Company adopted the 2022 New Employee Equity Incentive Plan (the "2022 Plan"). The 2022 Plan permits the granting of restricted stock awards, stock options and other share-based rewards to individuals who were not previously employees of the Company, as an inducement material to the individual's entry into employment with the Company within the meaning of Listing Rule 303A.08 of the New York Stock Exchange ("NYSE"). The 2022 Plan was adopted by the Board of Directors without stockholder approval pursuant to NYSE Listing Rule 303A.08 (which was the stock exchange on which the Company's securities were then trading). As of December 31, 2023, 625,000 shares of common stock are authorized for issuance pursuant to awards under the 2022 Plan. Any shares of common stock related to awards that are forfeited, cancelled, terminated, expire or shares withheld by the Company to satisfy tax withholding obligations or to pay any exercise price are deemed available for issuance under the 2022 Plan. As of December 31, 2023, 419,704 shares remain available for issuance under the 2022 Plan. Option Awards The Company accounts for share-based payments pursuant to ASC 718 and, accordingly, the Company records stock compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options using the Black-Scholes option pricing model. Due to its limited trading history, the Company lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price and expected dividends. The Company generally recognizes stock compensation expense on the grant date and over the period of vesting or period that services will be provided. There were 435,168 stock options granted during the year ended December 31, 2023. There were no stock options granted during the year ended December 31, 2022. The assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2023 were as follows: Year Ended December 31, 2023 Strike price $2.64 - $3.40 Expected term (in years) 6.25 Expected volatility 110.67% - 132.00% Risk-free interest rate 3.79% - 4.19% Dividend yield — % The following table summarizes the Company’s stock option activity during the period presented: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 497,402 $ 5.16 5.67 Granted 435,168 2.74 Forfeited (211,020) 5.56 Exercised (32) 3.92 Outstanding at December 31, 2023 721,518 $ 3.58 7.29 $ 116 Exercisable at December 31, 2023 350,511 $ 4.50 5.09 $ — The aggregate intrinsic value of options in the table above is calculated as the difference between the fair value of the Company's common stock price and the exercise price of the stock option. As of December 31, 2023, approximately $503 of unrecognized stock compensation expense related to non-vested awards is expected to be recognized over the weighted average period of 3.11 years. Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity during the period presented: Restricted Stock Units Weighted Average Grant Fair Value per Share Aggregate Intrinsic Value Outstanding at January 1, 2023 870,126 $ 12.08 Granted 48,974 3.56 Forfeited (298,536) 10.56 Settled (180,990) 10.55 Outstanding at December 31, 2023 439,574 $ 12.69 $ 879 The total fair value of restricted stock unit awards settled during the years ended December 31, 2023 and 2022 was $5,415 and $2,121. The total restricted stock unit awards settled include 76,090 shares withheld for employee tax liability during the year ended December 31, 2023. Total unrecognized stock compensation expense related to outstanding restricted stock unit awards was approximately $5,978 as of December 31, 2023 and is expected to be recognized over the weighted average period of 2.37 years. 2021 Employee Stock Purchase Plan Upon the closing of the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to provide eligible employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing common stock from the Company on favorable terms and to pay for such purchases through payroll deductions or other approved contributions. As of December 31, 2023, 172,749 shares of common stock are available for purchase under the ESPP. As of December 31, 2023, no shares have been purchased under the ESPP. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023 and 2022. The carrying amounts of accounts receivable, inventory, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities, and deferred revenue approximated fair value as they are short term in nature. The fair value of warrants issued for settlement and services is estimated based on the Black-Scholes model. The carrying value of the Company’s debt and operating lease liabilities approximated its fair value, as the obligation bears interest at rates currently available for debt with similar maturities and collateral requirements. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities represents Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2023 2022 Assets: Marketable securities - U.S. Treasury Securities 2 $ 9,950 $ 29,680 Liabilities: Earnout consideration liability 3 $ — $ 1,076 Earnout Consideration Liability There was no change in the fair value of the earnout consideration liability during the year ended December 31, 2023. For the year ended December 31, 2022, the Company recognized income resulting from a change in the fair value of the earnout liability of $1,824. The final earnout consideration liability was paid in cash of $539 and a non-cash issuance of equity valued at $537 in April 2023. Warrant Liabilities There was no change in fair value of warrant liabilities recognized during the twelve months ended December 31, 2023. The Company recognized income resulting from a change in the fair value of warrant liabilities of $1,584 during the twelve months ended December 31, 2022. See Note 14 for more information. Fair Value on a Non-Recurring Basis At the Closing, there were 438,800 shares of common stock issued as part of the Merger consideration (the “Earnout Shares”) subject to vesting and forfeiture conditions (the “Earnout Terms”) based upon the volume-weighted average trading price of common stock reaching targets of $112.00 and $128.00, respectively (with 50% released at each target) for a period of 30 consecutive trading days during the three-year period after the Closing, with the portion of such shares that would otherwise be deliverable to Legacy Shapeways stockholders at the Closing being withheld and deposited into escrow. The fair value of the Earnout Shares was estimated using the trading price of the common stock at Closing ($61.60), discounted based on the probability of the Earnout Terms being met as determined at Closing, and thus represents a Level 2 fair value measurement as defined in ASC 820. The Earnout Shares, if achieved, would be issued to Legacy Shapeways stockholders. The Earnout Shares are a fixed number of shares to be issued to such stockholders on a pro rata basis. The fair value of the Earnout Shares was recognized as a deemed dividend. Upon closing of the Merger, the estimated fair value of the Earnout Shares was $18,132 with such amount recognized as a deemed dividend. As the Company was in an accumulated deficit position as of the measurement date, the resulting deemed dividend was recorded as a reduction of additional paid-in capital with a corresponding offset recorded to additional paid-in capital. As of December 31, 2023, there were 438,800 Earnout Shares unvested and remaining subject to the Earnout Terms. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following: Year Ended December 31, 2023 2022 Income tax provision: Current Non-U.S. $ — $ 5 Federal — (1) State — — Deferred Non-U.S. — — Federal 23 23 State 1 4 Provision for income taxes $ 24 $ 31 A reconciliation of the income tax expense calculated using the applicable federal statutory rate to the Company’s actual income tax expense is as follows: December 31, 2023 2022 Federal statutory income tax rate 21.00 % 21.00 % State and local income taxes, net of federal benefit 4.82 % 3.48 % Nondeductible expenses (0.03) % (0.10) % Other — % (0.03) % Warrant liabilities — % 1.65 % Stock-based compensation 0.05 % (0.01) % Change in state tax rates 5.16 % 1.74 % State net operating loss true-up (5.58) % — % Change in valuation allowance (24.75) % (26.83) % True-up adjustments (0.45) % (1.06) % PSU Cancellation (0.12) % — % Foreign rate differential (0.16) % (0.01) % (0.06) % (0.17) % Deferred income taxes are recognized for the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities. The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and tax liabilities are as follows: December 31, 2023 2022 Deferred tax assets: Intangible assets and goodwill $ 607 $ 15 Sec. 174 research and development costs 3,835 2,159 Accrued expense 124 112 Sec. 263(a) 18 17 Stock compensation 1,796 1,157 ASC 842 – Operating lease liabilities 464 565 Property and equipment 3,026 216 Net operating losses 32,250 27,036 Earnout consideration 260 261 Tax credits 893 893 Acquisition costs 90 90 Other — 251 Less: valuation allowance (42,969) (32,196) Total deferred tax assets 394 576 Deferred tax liabilities: Intangible assets and goodwill $ — $ (28) Property equipment — (25) ASC 842 Right-of-use assets (444) (550) Other (2) — Total deferred tax liabilities (446) (603) Net deferred tax liabilities $ (52) $ (27) The valuation allowance for deferred tax assets increased by $10,773 to $42,969 in 2023. In determining the carrying value of the Company's deferred tax assets, the Company evaluated all available evidence that led to a conclusion that based upon the more-likely-than-not standard of the accounting literature, these deferred tax assets were unrecoverable. The valuation allowance has no impact on the Company’s net operating loss (“NOL”) position for tax purposes, and if the Company generates taxable income in future periods, it will be able to use the NOLs to offset taxes due at that time. As of December 31, 2023, the Company had federal net operating loss carryforwards of approximately $132,126, $71,122 of which, if not utilized, expire by 2038. Federal net operating loss carryforwards totaling approximately $61,004 can be carried forward indefinitely. In addition, the Company has state net operating loss carryforwards of approximately $87,236, with varying expiration dates as determined by each state; some of which may be indefinite lived. Internal Revenue Code of 1986 Section 382 (“Section 382”) and Section 383 provide an annual limitation with respect to the ability of a corporation to utilize its tax attributes, as well as certain built-in losses, against future U.S. taxable income in the event of a change of ownership. These carryforwards are not subject to limitation by Section 382 and are all expected to be available to offset future U.S. taxable income. |
Significant Concentrations
Significant Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Significant Concentrations | Significant Concentrations One customer accounted for approximately 17% and 20% of revenue for the years ended December 31, 2023 and 2022, respectively. No other customers represented more than 10% of revenue for the years ended December 31, 2023 and 2022. No vendor accounted for more than 10% of purchases for the year ended December 31, 2023. One vendor accounted for 28% of purchases for the year ended December 31, 2022. No other vendors represented more than 10% of purchases for the year ended December 31, 2022. As of December 31, 2023, no customers accounted for more than 10% of accounts receivable. As of December 31, 2022, zero customers accounted for approximately 17% and 16% of accounts receivable. No other customers represented more than 10% of outstanding accounts receivable as of December 31, 2023 and 2022. As of December 31, 2023, no vendor represented 10% of accounts payable. As of December 31, 2022, one vendor represented 10% of accounts payable. No other vendors represented more than 10% of outstanding accounts payable balance as of December 31, 2023 and 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2024, a second lot of assets related to the Desktop Metal MOU was auctioned and sold to the highest bidder, resulting in approximately $481 in cash to the Company as of the date of this filing. See Note 9 for more information. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. |
Functional Currency | Functional Currency The Euro is the functional currency for Shapeways BV’s operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive loss within stockholders’ equity. Gains and losses from foreign currency transactions are included in net loss for the period. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand and demand deposits and highly liquid securities with original maturities at the date of acquisition of ninety days or less. The Company maintains its deposits at high quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institutions. The Company has not experienced any losses on such accounts. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for its facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. |
Short-term Investments | Short-term Investments The Company invests its excess cash in fixed income instruments including U.S. treasury securities with a maturity of six months or less. The Company has the means to and intends to hold all investments to maturity, and as such its investments are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. |
Accounts Receivable | Accounts Receivable |
Inventory | Inventory |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. In March 2021, the Company entered into a non-binding Memorandum of Understanding (“MOU”) with Desktop Metal Inc. ("Desktop Metal"), pursuant to which Desktop Metal agreed to invest $20.0 million in the PIPE Investment. Upon consummation of this investment, the Company became obligated to purchase $20.0 million of equipment, materials and services from Desktop Metal. The Company has no further obligations under the MOU. The Company recognized $11.6 million of impairment charges on these assets during the twelve months ended December 31, 2023. No impairment charges were recorded for the twelve months ended December 31, 2022. The Company also wrote off $4.0 million of prepaid services related to such equipment for the twelve months ended December 31, 2023, which were included in selling, general and administrative expense on the consolidated statements of operations and comprehensive loss. Costs for capital assets not yet placed into service are capitalized and depreciated once placed into service. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 to 10 years Computers and IT equipment 3 to 10 years Furniture and fixtures 7 to 10 years Vehicles 10 years Leasehold improvements ** ** Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. |
Long-Lived Assets, Including Definite-Lived Intangible Assets | Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, trademarks, favorable and unfavorable operating leases, and non-competition agreements are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from two Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. |
Goodwill | Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Under ASC 350, Intangibles - Goodwill and Other |
Fair Value Measurements | Fair Value Measurements The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Revenue Recognition | Revenue Recognition Revenue is derived from two primary sources: (a) products and services and (b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606, Revenue from Contracts with Customers (" ASC 606 ") : (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires the Company to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 6). |
Business Acquisitions | Business Acquisitions The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial statements from the acquisition date. |
Leases | Leases The Company’s lease arrangements relate primarily to office and manufacturing space and equipment. The Company’s leases have initial terms ranging from 2 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as operating lease right-of-use assets, net and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities, net of current on the Company’s consolidated balance sheets. Finance lease right-of-use assets are presented within property and equipment, net ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The Company recognizes lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. |
Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation expense for all stock options, restricted stock units and other arrangements within the scope of ASC 718, Stock Compensation ("ASC 718"). Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized using the straight-line method over the employee’s requisite service period. Compensation for stock-based awards with vesting conditions other than service are recognized based on the probability of the performance condition being met over the vesting period. Forfeitures are recognized as they are incurred. |
Common Stock Warrant Liabilities | Common Stock Warrant Liabilities The Company evaluates its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). The Private Warrants (as defined in Note 14) previously met the definition of a derivative under ASC 815, and the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. |
Research and Development Costs | Research and Development Costs |
Advertising | Advertising Costs |
Income Taxes | Income Taxes The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and the Netherlands. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period. |
Reverse Stock Split | Reverse Stock Split On June 14, 2023, the Company’s Board of Directors approved a reverse stock split ratio of 1-for-8 (the “Reverse Stock Split”). On June 22, 2023, the effective date of the Reverse Stock Split, the number of the Company’s issued and outstanding shares of common stock decreased from 51,540,172 shares to 6,442,436 shares, net of fractional shares redeemed. The number of authorized shares and par value per common share remained unchanged. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu thereof. Prior to the effective date of the Reverse Stock Split, the Company had listed warrants to purchase a total of 18,410,000 shares of Common Stock, with each whole warrant being exercisable for one share of Common Stock at $11.50 per share. After the effective date of the Reverse Stock Split, every eight shares of Common Stock that may have been purchased pursuant to the warrants immediately prior to the Reverse Stock Split represented one share of Common Stock that may be purchased pursuant to such warrants immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of Common Stock attributable to such warrants was proportionately increased, such that the exercise price immediately following the Reverse Stock Split was $92.00, which equals the product of eight multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split. The number of shares of Common Stock subject to the warrants was proportionately decreased by eight times, to an aggregate of 2,301,250 shares. The share, per share and trading price amounts in the consolidated financial statements and the accompanying notes, have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. |
Net loss per Share | Net Loss per Share In accordance with the provisions of ASC 260, Earnings Per Share |
Segment Information | Segment Information The Company operates and reports in one segment, which focuses on providing additive and traditional manufacturing services to customers. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. The Company is continually evaluating its operating and reporting segments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments . This ASU significantly changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This standard was adopted by the Company as of January 1, 2023 and it had an immaterial impact on the Company's financial statements. Accounting Pronouncements Recently Issued Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in this ASU require disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold. The new guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendment in this ASU requires new tabular and narrative segment disclosures of significant expenses that are regularly reported to the chief operating decision maker and the nature of segment expense information used to manage operations. The new guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In October 2023, the FASB issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements. |
Revenue from Contract with Customer | Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the product or service to the customer which could occur over time or at a point in time. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Payments from customers are based on billing terms established in the contracts with each customer, which vary by the type of customer and the product or services offered. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Direct sales The Company provides customers with an additive manufacturing service, allowing for the customer to select the specifications of the model which they wish to have printed. Shapeways prints the 3D model and ships the product directly to the customer. The Company recognizes the sale of products through its e-commerce website over time. Contracts involving the sale of products through its e-commerce website do not include other performance obligations. As such, allocation of the transaction price was not necessary as the entire contract price is attributed to the sole performance obligation identified. Marketplace sales The Company provides a platform for shop owners to list their designs through Shapeways’ marketplace website. The Company prints the 3D models and ships the product directly to the customer, handling the financial transaction, manufacturing, distribution and customer service on behalf of the shop owners. Judgment is applied to determine whether the Company is the principal or the agent, which could impact the recognition of revenue and cost of revenue within the consolidated statements of operations and comprehensive loss. The Company considers whether it has the primary responsibility for fulfilling the promise to provide the specified product or service to the end user, whether it has inventory risk prior to transferring the product or service to the customer and if the Company has discretion in establishing prices. The Company acts as an agent in these arrangements where it facilitates the sales of the goods and services on behalf of third-party shop owners to end customers. The Company is considered an agent and recognizes revenue generated from these transactions on a net basis since the Company lacks the ability to establish the overall selling price of the goods or services provided to the end user. The Company recognizes the sale of 3D printed products to customers at a point in time, specifically upon shipping the goods to the customer (FOB Origin) given the transfer of significant risks and rewards of ownership at that point in time. Contracts involving the manufacturing and delivery of 3D printed products to customers do not include other performance obligations. As such, allocation of the transaction price is not necessary as the entire contract price is attributed to the sole performance obligation identified. Software revenue The Company launched the first phase of its software offering under the brand "OTTO" in the fourth quarter of 2021. The software enables other manufacturers to leverage Shapeways’ existing end-to-end manufacturing software to scale their businesses and shift to digital manufacturing. Shapeways’ software offers improved customer accessibility, increased productivity, and expanded manufacturing capabilities for its customers. The Company expanded its software offering's customer base and feature set with the acquisitions of MFG and MakerOS, both completed in April 2022. For each of the performance obligations classified as software revenue, the performance obligations are satisfied evenly over the term of the contract. For contracts including performance obligations classified as software revenue, the Company identified that each performance obligation has an explicitly stated standalone selling price. As such, allocation is not necessary as the prices included in the contract are attributed to each separate performance obligation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of reconciliation of cash and cash equivalents | The reconciliation of cash, cash equivalents and restricted cash reported within the applicable consolidated balance sheets that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows: December 31, 2023 2022 Cash and cash equivalents $ 12,200 $ 30,630 Restricted cash 41 139 $ 12,241 $ 30,769 |
Summary of useful lives of property plant and equipment | Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 to 10 years Computers and IT equipment 3 to 10 years Furniture and fixtures 7 to 10 years Vehicles 10 years Leasehold improvements ** |
Schedule of earnings per share | A reconciliation of net loss and number of shares used in computing basic and diluted net loss per share is as follows: Year Ended December 31, 2023 2022 Basic and Diluted net loss per share computation: Numerator for basic and diluted net loss per share: Net loss $ (43,911) $ (20,221) Denominator for basic and diluted net loss per share: Weighted average common shares - basic and diluted 6,749,836 6,624,820 Basic and diluted net loss per share $ (6.51) $ (3.05) |
Summary of common stock equivalents outstanding excluded from computation of diluted loss per share | The following table presents the outstanding shares of common stock equivalents that were excluded from the computation of the diluted net loss per share attributable to common stock for the periods in which a net loss is presented because their effect would have been anti-dilutive: Year Ended December 31, 2023 2022 Potentially dilutive securities: Common stock warrants (1) 2,301,250 2,301,250 Earnout shares 438,800 438,800 Unvested RSUs 568,570 655,882 (1) The number of shares of common stock subject to the warrants was proportionately decreased as a result of the Reverse Stock Split. |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments | The carrying value, excluding gross unrealized holding gains or losses and fair value as of December 31, 2023 and 2022 were as follows: December 31, 2023 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2023 Classified as Cash and cash equivalents U.S. Treasury Securities $ 9,950 $ 16 $ — $ 9,966 Classified as short-term investments U.S. Treasury Securities $ — $ — $ — $ — December 31, 2022 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2022 Classified as Cash and cash equivalents U.S. Treasury Securities $ 19,864 $ 73 $ — $ 19,937 Classified as short-term investments U.S. Treasury Securities $ 9,816 $ 33 $ — $ 9,849 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of total consideration | The following table summarizes the total consideration for the MFG Purchase: April 22, 2022 Cash consideration $ 2,700 Holdback consideration 300 Total consideration $ 3,000 The following table summarizes the total consideration for the Linear AMS Purchase: May 9, 2022 Cash consideration $ 6,090 Holdback consideration 800 Earnout consideration liability 2,900 Total consolidation $ 9,790 |
Schedule of recognized identified assets acquired and liabilities assumed | The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed: April 22, 2022 Assets acquired: Goodwill $ 1,954 Intangible assets 1,604 Other assets 15 Total assets acquired 3,573 Liabilities assumed: Deferred revenue 573 Total liabilities assumed 573 Net assets acquired $ 3,000 May 9, 2022 Assets acquired: Cash and cash equivalents $ 29 Accounts receivable 1,117 Inventory 214 Prepaid expenses 34 Security deposits 92 Property and equipment, net 2,086 Right-of-use assets 2,131 Goodwill 2,497 Intangible assets, net 4,199 Total assets acquired 12,399 Liabilities assumed: Accounts payable 308 Accrued expenses and other liabilities 170 Operating lease liability 2,131 Total liabilities assumed 2,609 Net assets acquired $ 9,790 |
Schedule of finite-lived intangible assets | The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life (in years) Customer relationships $ 264 10 Trade name 240 10 Acquired software platform 910 10 Customer list 190 3 Total intangible assets $ 1,604 The estimated useful lives of the identifiable intangible assets acquired is as follows: May 9, 2022 Estimated Life (in years) Customer relationships $ 2,822 10 Trade name 647 10 Noncompetition agreement 52 2 Favorable operating lease 699 4 Unfavorable operating lease (21) 4 Total intangible assets $ 4,199 Intangible assets consisted of the following as of December 31, 2023: Gross carrying amount Accumulated amortization Intangible assets, net Weighted average amortization period (in years) Customer relationships $ 2,822 $ (469) $ 2,353 10 Trade name 747 (124) 623 10 Noncompetition agreement 52 (43) 9 2 Unfavorable operating lease (21) 9 (12) 4 Total $ 3,600 $ (627) $ 2,973 Intangible assets consisted of the following as of December 31, 2022: Gross carrying amount Accumulated amortization Intangible assets, net Weighted average amortization period (in years) Customer relationships $ 3,086 $ (206) $ 2,880 10 Trade name 987 (66) 921 10 Acquired software platform 910 (61) 849 10 Customer lists 190 (42) 148 3 Noncompetition agreement 52 (17) 35 2 Favorable operating lease 699 (117) 582 4 Unfavorable operating lease (21) 4 (17) 4 Total $ 5,903 $ (505) $ 5,398 |
Schedule of asset acquisition | The following table summarizes the fair values of assets acquired as of the acquisition date: April 13, 2022 Assets acquired: Intangible assets $ 100 Total assets acquired $ 100 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of amount disaggregated by revenue | The following table presents the Company's revenue disaggregated by revenue source: Year Ended December 31, 2023 2022 Major products and service lines: Direct sales $ 26,598 $ 25,429 Marketplace sales 4,777 5,932 Software 3,085 1,796 Total revenue $ 34,460 $ 33,157 Timing of revenue recognition: Products transferred at a point in time $ 4,777 $ 5,932 Products and services transferred over time 29,683 27,225 Total revenue $ 34,460 $ 33,157 |
Summary of deferred revenue activity | Deferred revenue consisted of the following: December 31, 2023 2022 Balance at beginning of year $ 972 $ 921 Deferred revenue recognized during year (34,460) (33,157) Additions to deferred revenue during year 35,261 33,208 Total deferred revenue $ 1,773 $ 972 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of components of inventory | Components of inventory consisted of the following: December 31, 2023 2022 Raw materials $ 1,270 $ 849 Work-in-process 608 209 Finished goods 158 249 Total $ 2,036 $ 1,307 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: December 31, 2023 2022 Prepaid expenses $ 2,985 $ 1,384 VAT receivable 1,040 990 Prepaid insurance 12 401 Prepaid operating expenses — 3,231 Security deposits — 175 Other current assets 21 74 Total $ 4,058 $ 6,255 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Property and equipment, net consisted of the following: December 31, 2023 2022 Machinery and equipment $ 10,867 $ 10,450 Computers and IT equipment 1,149 1,138 Leasehold improvements 2,810 2,429 Furniture and fixtures 133 81 Vehicles 42 42 Assets to be placed in service 52 11,749 Property and equipment 15,053 25,889 Less: Accumulated depreciation (9,344) (10,262) Property and equipment, net $ 5,709 $ 15,627 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Changes in the carrying amount of goodwill as of December 31, 2023 and December 31, 2022 are as follows: December 31, 2023 December 31, 2022 Balance, beginning of period $ 6,286 $ 1,835 Acquired goodwill — 4,451 Impairment on goodwill 1,072 — Balance, end of period $ 5,214 $ 6,286 |
Schedule of finite-lived intangible assets | The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Life (in years) Customer relationships $ 264 10 Trade name 240 10 Acquired software platform 910 10 Customer list 190 3 Total intangible assets $ 1,604 The estimated useful lives of the identifiable intangible assets acquired is as follows: May 9, 2022 Estimated Life (in years) Customer relationships $ 2,822 10 Trade name 647 10 Noncompetition agreement 52 2 Favorable operating lease 699 4 Unfavorable operating lease (21) 4 Total intangible assets $ 4,199 Intangible assets consisted of the following as of December 31, 2023: Gross carrying amount Accumulated amortization Intangible assets, net Weighted average amortization period (in years) Customer relationships $ 2,822 $ (469) $ 2,353 10 Trade name 747 (124) 623 10 Noncompetition agreement 52 (43) 9 2 Unfavorable operating lease (21) 9 (12) 4 Total $ 3,600 $ (627) $ 2,973 Intangible assets consisted of the following as of December 31, 2022: Gross carrying amount Accumulated amortization Intangible assets, net Weighted average amortization period (in years) Customer relationships $ 3,086 $ (206) $ 2,880 10 Trade name 987 (66) 921 10 Acquired software platform 910 (61) 849 10 Customer lists 190 (42) 148 3 Noncompetition agreement 52 (17) 35 2 Favorable operating lease 699 (117) 582 4 Unfavorable operating lease (21) 4 (17) 4 Total $ 5,903 $ (505) $ 5,398 |
Schedule of finite-lived intangible assets, future amortization expense | The Company estimates the future aggregate amortization expense related to its intangible assets as of December 31, 2023 will be as follows: Amortization expense 2024 $ 360 2025 352 2026 357 2027 357 2028 357 Thereafter 1,190 Total $ 2,973 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Summary of accrued expenses and other liabilities | Accrued expenses consisted of the following: December 31, 2023 2022 Accrued compensation $ 1,652 $ 1,504 Holdback consideration — 1,100 Accrued selling expenses 689 487 Taxes payable 482 339 Accrued acquisition of property and equipment — 225 Earnout consideration liability — 1,076 Other accrued expenses and other liabilities 1,052 1,219 Total $ 3,875 $ 5,950 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of certain information related to the lease costs | The table below presents certain information related to the Company’s lease costs: Twelve Months Ended 2023 2022 Operating lease expense $ 996 $ 1,000 Finance lease expense 46 — Interest expense on finance lease liabilities 21 — Total lease cost $ 1,063 $ 1,000 |
Summary of right of use assets and lease liabilities for operating leases | Right-of-use assets and lease liabilities for operating leases were recorded in the consolidated balance sheets as follows: December 31, 2023 2022 Assets: Operating lease right-of-use assets, net $ 1,739 $ 2,365 Finance lease right-of-use assets, net 306 — Total lease assets $ 2,045 $ 2,365 Liabilities: Current liabilities: Operating lease liabilities, current $ 864 $ 719 Finance lease liability, current 64 — Non-current liabilities: Operating lease liabilities, net of current portion 979 1,715 Finance lease liability, net of current portion 245 — Total lease liability $ 2,152 $ 2,434 |
Summary of supplemental cash flow information related to the Company's leases | Supplemental cash flow information related to the Company’s leases was as follows: Years Ended December 31, 2023 2022 Operating cash flows from operating leases $ 964 $ 1,049 Financing cash flows from finance leases $ 45 $ — Lease liabilities arising from obtaining right-of-use assets $ 598 $ 285 |
Summary of future minimum lease payments required under operating leases | As of December 31, 2023, future minimum lease payments required under operating leases are as follows: Operating Leases Finance Leases 2024 $ 970 $ 87 2025 792 87 2026 237 87 2027 — 87 Thereafter — 20 Total minimum lease payments 1,999 368 Less effects of discounting (156) (59) Present value of future minimum lease payments $ 1,843 $ 309 |
Financing Obligations (Tables)
Financing Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Financing Obligations, Maturity | As of December 31, 2023, future financing obligation payments under the failed sale-leaseback transactions are as follows: Finance Obligations 2024 $ 137 2025 137 2026 137 2027 14 Total payments 425 Less: imputed interest (255) Financing obligation at end of term 306 Total financing obligations $ 476 |
Contractual Obligation, Fiscal Year Maturity | As of December 31, 2023, the amount outstanding under the Financing Agreement was $482. The scheduled maturities of the Company’s Financing Agreement are as follows: Financing Agreement 2024 $ 56 2025 61 2026 67 2027 72 Thereafter 226 Total payments $ 482 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of assumptions used to determine the fair value of the stock options | The assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2023 were as follows: Year Ended December 31, 2023 Strike price $2.64 - $3.40 Expected term (in years) 6.25 Expected volatility 110.67% - 132.00% Risk-free interest rate 3.79% - 4.19% Dividend yield — % |
Summary of stock option plan and the activity | The following table summarizes the Company’s stock option activity during the period presented: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 497,402 $ 5.16 5.67 Granted 435,168 2.74 Forfeited (211,020) 5.56 Exercised (32) 3.92 Outstanding at December 31, 2023 721,518 $ 3.58 7.29 $ 116 Exercisable at December 31, 2023 350,511 $ 4.50 5.09 $ — |
Summary of restricted stock unit activity | The following table summarizes the Company’s restricted stock unit activity during the period presented: Restricted Stock Units Weighted Average Grant Fair Value per Share Aggregate Intrinsic Value Outstanding at January 1, 2023 870,126 $ 12.08 Granted 48,974 3.56 Forfeited (298,536) 10.56 Settled (180,990) 10.55 Outstanding at December 31, 2023 439,574 $ 12.69 $ 879 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2023 2022 Assets: Marketable securities - U.S. Treasury Securities 2 $ 9,950 $ 29,680 Liabilities: Earnout consideration liability 3 $ — $ 1,076 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | The provision for income taxes consists of the following: Year Ended December 31, 2023 2022 Income tax provision: Current Non-U.S. $ — $ 5 Federal — (1) State — — Deferred Non-U.S. — — Federal 23 23 State 1 4 Provision for income taxes $ 24 $ 31 |
Schedule of effective income tax rate reconciliation | A reconciliation of the income tax expense calculated using the applicable federal statutory rate to the Company’s actual income tax expense is as follows: December 31, 2023 2022 Federal statutory income tax rate 21.00 % 21.00 % State and local income taxes, net of federal benefit 4.82 % 3.48 % Nondeductible expenses (0.03) % (0.10) % Other — % (0.03) % Warrant liabilities — % 1.65 % Stock-based compensation 0.05 % (0.01) % Change in state tax rates 5.16 % 1.74 % State net operating loss true-up (5.58) % — % Change in valuation allowance (24.75) % (26.83) % True-up adjustments (0.45) % (1.06) % PSU Cancellation (0.12) % — % Foreign rate differential (0.16) % (0.01) % (0.06) % (0.17) % |
Schedule of deferred tax assets | The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and tax liabilities are as follows: December 31, 2023 2022 Deferred tax assets: Intangible assets and goodwill $ 607 $ 15 Sec. 174 research and development costs 3,835 2,159 Accrued expense 124 112 Sec. 263(a) 18 17 Stock compensation 1,796 1,157 ASC 842 – Operating lease liabilities 464 565 Property and equipment 3,026 216 Net operating losses 32,250 27,036 Earnout consideration 260 261 Tax credits 893 893 Acquisition costs 90 90 Other — 251 Less: valuation allowance (42,969) (32,196) Total deferred tax assets 394 576 Deferred tax liabilities: Intangible assets and goodwill $ — $ (28) Property equipment — (25) ASC 842 Right-of-use assets (444) (550) Other (2) — Total deferred tax liabilities (446) (603) Net deferred tax liabilities $ (52) $ (27) |
Organization - Narrative (Detai
Organization - Narrative (Details) $ / shares in Units, $ in Thousands, part in Millions, customer in Millions | 12 Months Ended | |
Sep. 29, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) technology customer molding country materialAndFinish part | |
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of common stock under the ATM Facility, net of offering costs | $ 118 | |
Number of utilization of additive technologies | technology | 12 | |
Number of injection moldings | molding | 13 | |
Number of manufacturing parts delivered | part | 24 | |
Number of customers | customer | 1 | |
Number of countries | country | 180 | |
Minimum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of materials and finishes | materialAndFinish | 120 | |
Reverse Recapitalization | Pipe Investors | Subscription Agreement | Shapeways Inc | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period new shares issued (in shares) | shares | 7,500,000 | |
Purchase price per share (in dollars per share) | $ / shares | $ 10 | |
Issuance of common stock under the ATM Facility, net of offering costs | $ 75,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||||||
Mar. 26, 2021 USD ($) | Dec. 31, 2023 USD ($) segment sources shares | Dec. 31, 2022 USD ($) shares | Jun. 27, 2023 shares | Jun. 22, 2023 $ / shares | Jun. 21, 2023 $ / shares shares | Sep. 28, 2021 $ / shares | |
Financing Receivable, Impaired [Line Items] | |||||||
Impairment on assets held for sale | $ 12,814,000 | $ 0 | |||||
Write-off of prepaid services | $ 3,954,000 | 0 | |||||
Impairment of intangible assets | $ 0 | ||||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment on assets held for sale | Impairment on assets held for sale | |||||
Impairment on goodwill | $ 1,072,000 | $ 0 | |||||
Number of revenue sources | sources | 2 | ||||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | |||||
Research and development expense | $ 9,302,000 | $ 10,409,000 | |||||
Advertising expense | $ 1,279,000 | $ 2,046,000 | |||||
Percentage of largest benefit greater than likelihood of resolution for tax benefit measurement | 50% | ||||||
Effective income tax reconciliation rate | (0.06%) | (0.17%) | |||||
Common stock, shares issued (in shares) | shares | 6,597,409 | 6,180,646 | 6,442,436 | 51,540,172 | |||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 92 | $ 11.50 | |||||
Weighted average shares included in computation of earning per share | shares | 350,511 | 485,632 | |||||
Number of operating segments | segment | 1 | ||||||
Bad debt expense | $ 337,000 | $ 0 | |||||
Desktop Metal | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Long term purchase commitment | $ 20,000,000 | ||||||
Purchase obligation | $ 20,000,000 | ||||||
Minimum | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Intangible asset useful life | 2 years | ||||||
Lease terms | 2 years | ||||||
Maximum | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Intangible asset useful life | 10 years | ||||||
Lease terms | 10 years | ||||||
Public Warrants | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 92 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of reconciliation of cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 12,200 | $ 30,630 |
Restricted cash | 41 | 139 |
Total | $ 12,241 | $ 30,769 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of useful lives of property plant and equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Asset held for sale | $ 11,600,000 | $ 0 |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life | 10 years | |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life | 5 years | |
Computers and IT equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life | 3 years | |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life | 7 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Reverse Stock Split (Details) | Jun. 22, 2023 $ / shares shares | Dec. 31, 2023 shares | Jun. 27, 2023 shares | Jun. 21, 2023 $ / shares shares | Dec. 31, 2022 shares |
Accounting Policies [Abstract] | |||||
Reverse stock split ratio | 0.125 | ||||
Common stock, shares issued (in shares) | 6,597,409 | 6,442,436 | 51,540,172 | 6,180,646 | |
Common stock, shares outstanding (in shares) | 6,597,409 | 6,442,436 | 51,540,172 | 6,180,646 | |
Securities called by warrants (in shares) | 2,301,250 | 2,301,250 | 18,410,000 | 2,301,250 | |
Number of shares purchased | 1 | ||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 92 | $ 11.50 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Numerator for basic and diluted net loss per share: | |||
Net loss | $ (43,911) | $ (20,221) | |
Denominator for basic and diluted net loss per share: | |||
Weighted average common shares - basic (in shares) | [1] | 6,749,836 | 6,624,820 |
Weighted average common shares - diluted (in shares) | [1] | 6,749,836 | 6,624,820 |
Basic net (loss) income per share (in dollars per share) | [1] | $ (6.51) | $ (3.05) |
Diluted net (loss) income per share (in dollars per share) | [1] | $ (6.51) | $ (3.05) |
[1] Retroactively adjusted shares issued and outstanding, and per share information to give effect to the Company's 1-for-8 reverse stock split. See Note 2. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of common stock equivalents outstanding were excluded from computation of diluted net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants to purchase Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities | 2,301,250 | 2,301,250 |
Earnout shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities | 438,800 | 438,800 |
Unvested RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities | 568,570 | 655,882 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (43,911) | $ (20,221) |
Accumulated deficit | (176,943) | (133,032) |
Cash and cash equivalents and restricted cash | $ (18,627) | $ (48,995) |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Amortized Cost and Carrying Value | $ 0 | $ 9,816 |
U.S. Treasury Securities | Cash and Cash Equivalents | ||
Marketable Securities [Line Items] | ||
Amortized Cost and Carrying Value | 9,950 | 19,864 |
Gross Unrealized Gains | 16 | 73 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 9,966 | 19,937 |
U.S. Treasury Securities | Short-Term Investments | ||
Marketable Securities [Line Items] | ||
Amortized Cost and Carrying Value | 0 | 9,816 |
Gross Unrealized Gains | 0 | 33 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 0 | $ 9,849 |
Business Acquisitions - Conside
Business Acquisitions - Consideration (Details) - USD ($) $ in Thousands | Apr. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Holdback consideration | $ 0 | $ 1,100 | |
MFG.com | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 2,700 | ||
Holdback consideration | 300 | ||
Total consideration | $ 3,000 |
Business Acquisitions - MFG.com
Business Acquisitions - MFG.com - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 22, 2022 | Dec. 31, 2021 |
Assets acquired: | ||||
Goodwill | $ 5,214 | $ 6,286 | $ 1,835 | |
MFG.com | ||||
Assets acquired: | ||||
Goodwill | $ 1,954 | |||
Intangible assets | 1,604 | |||
Other assets | 15 | |||
Total assets acquired | 3,573 | |||
Liabilities assumed: | ||||
Deferred revenue | 573 | |||
Total liabilities assumed | 573 | |||
Net assets acquired | $ 3,000 |
Business Acquisitions - MFG.c_2
Business Acquisitions - MFG.com - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Customer relationships | |||
Business Acquisition [Line Items] | |||
Estimated Life (in years) | 10 years | 10 years | |
Trade name | |||
Business Acquisition [Line Items] | |||
Estimated Life (in years) | 10 years | 10 years | |
Acquired software platform | |||
Business Acquisition [Line Items] | |||
Estimated Life (in years) | 10 years | ||
Customer lists | |||
Business Acquisition [Line Items] | |||
Estimated Life (in years) | 3 years | ||
MFG.com | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 1,604 | ||
Transaction cost | 212 | ||
MFG.com | Customer relationships | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 264 | ||
Estimated Life (in years) | 10 years | ||
MFG.com | Trade name | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 240 | ||
Estimated Life (in years) | 10 years | ||
MFG.com | Acquired software platform | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 910 | ||
Estimated Life (in years) | 10 years | ||
MFG.com | Customer lists | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 190 | ||
Estimated Life (in years) | 3 years |
Business Acquisitions - Linear
Business Acquisitions - Linear AMS - Consideration (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 09, 2022 | Apr. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Holdback consideration | $ 0 | $ 1,100,000 | |||
Change in fair value of earnout liability | $ 0 | $ (1,824,000) | |||
Payment of earnout liability | $ 539,000 | ||||
Issuance of common stock upon settlement of earnout consideration liability | $ 537,000 | ||||
Linear AMS | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 6,090,000 | ||||
Holdback consideration | 800,000 | ||||
Earnout consideration liability | 2,900,000 | ||||
Total consideration | $ 9,790,000 | ||||
Change in fair value of earnout liability | $ 1,824,000 |
Business Acquisitions - Linea_2
Business Acquisitions - Linear AMS - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | May 09, 2022 | Dec. 31, 2021 |
Assets acquired: | ||||
Goodwill | $ 5,214 | $ 6,286 | $ 1,835 | |
Linear AMS | ||||
Assets acquired: | ||||
Cash and cash equivalents | $ 29 | |||
Accounts receivable | 1,117 | |||
Inventory | 214 | |||
Prepaid expenses | 34 | |||
Security deposits | 92 | |||
Property and equipment, net | 2,086 | |||
Right-of-use assets | 2,131 | |||
Goodwill | 2,497 | |||
Intangible assets | 4,199 | |||
Total assets acquired | 12,399 | |||
Liabilities assumed: | ||||
Accounts payable | 308 | |||
Accrued expenses and other liabilities | 170 | |||
Operating lease liability | 2,131 | |||
Total liabilities assumed | 2,609 | |||
Net assets acquired | $ 9,790 |
Business Acquisitions - Linea_3
Business Acquisitions - Linear AMS - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Linear AMS | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 4,199 | ||
Transaction cost | 161 | ||
Customer relationships | |||
Business Acquisition [Line Items] | |||
Estimated Life (in years) | 10 years | 10 years | |
Customer relationships | Linear AMS | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 2,822 | ||
Estimated Life (in years) | 10 years | ||
Trade name | |||
Business Acquisition [Line Items] | |||
Estimated Life (in years) | 10 years | 10 years | |
Trade name | Linear AMS | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 647 | ||
Estimated Life (in years) | 10 years | ||
Noncompetition agreement | |||
Business Acquisition [Line Items] | |||
Estimated Life (in years) | 2 years | 2 years | |
Noncompetition agreement | Linear AMS | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 52 | ||
Estimated Life (in years) | 2 years | ||
Favorable operating lease | |||
Business Acquisition [Line Items] | |||
Estimated Life (in years) | 4 years | ||
Favorable operating lease | Linear AMS | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 699 | ||
Estimated Life (in years) | 4 years | ||
Unfavorable operating lease | |||
Business Acquisition [Line Items] | |||
Estimated Life (in years) | 4 years | ||
Unfavorable operating lease | Linear AMS | |||
Business Acquisition [Line Items] | |||
Unfavorable operating lease | $ (21) | ||
Estimated Life (in years) | 4 years |
Business Acquisitions - Maker O
Business Acquisitions - Maker OS - Fair Value (Details) - Maker OS $ in Thousands | Apr. 13, 2022 USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 100 |
Intangible assets | 100 |
Total assets acquired | $ 100 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 34,460 | $ 33,157 |
Direct sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 26,598 | 25,429 |
Marketplace sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,777 | 5,932 |
Software | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,085 | 1,796 |
Products transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,777 | 5,932 |
Products and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 29,683 | $ 27,225 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2021 | |
Deferred Revenue [Roll Forward] | |||
Balance at beginning of year | $ 972 | $ 921 | |
Deferred revenue recognized during year | (34,460) | (33,157) | |
Additions to deferred revenue during year | 35,261 | 33,208 | |
Total deferred revenue | 1,773 | 972 | |
Deferred revenue recognized | 972 | ||
Accounts receivable, net | $ 4,680 | $ 1,606 | $ 1,372 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,270 | $ 849 |
Work-in-process | 608 | 209 |
Finished goods | 158 | 249 |
Total | $ 2,036 | $ 1,307 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 2,985 | $ 1,384 |
VAT receivable | 1,040 | 990 |
Prepaid insurance | 12 | 401 |
Prepaid operating expenses | 0 | 3,231 |
Security deposits | 0 | 175 |
Other current assets | 21 | 74 |
Total | $ 4,058 | $ 6,255 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 15,053 | $ 25,889 |
Less: Accumulated depreciation | (9,344) | (10,262) |
Property and equipment, net | 5,709 | 15,627 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,867 | 10,450 |
Computers and IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,149 | 1,138 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 133 | 81 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,810 | 2,429 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 42 | 42 |
Assets to be placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 52 | $ 11,749 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) | 12 Months Ended | ||
Mar. 26, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 1,185,000 | $ 1,009,000 | |
Depreciation charged to cost of revenue | 983,000 | 866,000 | |
Asset held for sale | 11,600,000 | 0 | |
Write-off of prepaid services | $ 3,954,000 | $ 0 | |
Desktop Metal | |||
Property, Plant and Equipment [Line Items] | |||
Long term purchase commitment | $ 20,000,000 | ||
Purchase obligation | $ 20,000,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Gross carrying amount | ||
Impairment of intangible assets | $ 0 | |
Write-off of intangible assets | $ 481,000 | 0 |
Intangibles written off | $ 0 | |
Amortization expense | 685,000 | |
Favorable operating lease | ||
Gross carrying amount | ||
Impairment of intangible assets | 1,249,000 | |
Intangibles written off | $ 481,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Carrying value of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 6,286 | $ 1,835 |
Acquired goodwill | 0 | 4,451 |
Impairment on goodwill | 1,072 | 0 |
Goodwill, ending balance | $ 5,214 | $ 6,286 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Gross carrying amount | ||
Gross carrying amount | $ 3,600,000 | $ 5,903,000 |
Accumulated amortization | (627,000) | (505,000) |
Intangible assets, net | 2,973,000 | 5,398,000 |
Write-off of intangible assets | 481,000 | 0 |
Customer relationships | ||
Gross carrying amount | ||
Gross carrying amount | 2,822,000 | 3,086,000 |
Accumulated amortization | (469,000) | (206,000) |
Intangible assets, net | $ 2,353,000 | $ 2,880,000 |
Weighted average amortization period (in years) | 10 years | 10 years |
Trade name | ||
Gross carrying amount | ||
Gross carrying amount | $ 747,000 | $ 987,000 |
Accumulated amortization | (124,000) | (66,000) |
Intangible assets, net | $ 623,000 | $ 921,000 |
Weighted average amortization period (in years) | 10 years | 10 years |
Acquired software platform | ||
Gross carrying amount | ||
Gross carrying amount | $ 910,000 | |
Accumulated amortization | (61,000) | |
Intangible assets, net | $ 849,000 | |
Weighted average amortization period (in years) | 10 years | |
Customer lists | ||
Gross carrying amount | ||
Gross carrying amount | $ 190,000 | |
Accumulated amortization | (42,000) | |
Intangible assets, net | $ 148,000 | |
Weighted average amortization period (in years) | 3 years | |
Favorable operating lease | ||
Gross carrying amount | ||
Gross carrying amount | $ 699,000 | |
Accumulated amortization | (117,000) | |
Intangible assets, net | $ 582,000 | |
Weighted average amortization period (in years) | 4 years | |
Noncompetition agreement | ||
Gross carrying amount | ||
Gross carrying amount | $ 52,000 | $ 52,000 |
Accumulated amortization | (43,000) | (17,000) |
Intangible assets, net | $ 9,000 | $ 35,000 |
Weighted average amortization period (in years) | 2 years | 2 years |
Unfavorable operating lease | ||
Gross carrying amount | ||
Gross carrying amount | $ 21,000 | |
Gross carrying amount | $ (21,000) | |
Accumulated amortization | (9,000) | |
Accumulated amortization | 4,000 | |
Intangible assets, net | $ 12,000 | |
Intangible assets, net | $ (17,000) | |
Weighted average amortization period (in years) | 4 years | |
Weighted average amortization period (in years) | 4 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 360 | |
2025 | 352 | |
2026 | 357 | |
2027 | 357 | |
2028 | 357 | |
Thereafter | 1,190 | |
Intangible assets, net | $ 2,973 | $ 5,398 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued compensation | $ 1,652,000 | $ 1,504,000 |
Holdback consideration | 0 | 1,100,000 |
Accrued selling expenses | 689,000 | 487,000 |
Taxes payable | 482,000 | 339,000 |
Accrued acquisition of property and equipment | 0 | 225,000 |
Earnout consideration liability | 0 | 1,076,000 |
Other accrued expenses and other liabilities | 1,052,000 | 1,219,000 |
Total | $ 3,875,000 | $ 5,950,000 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2023 lease | Dec. 31, 2023 USD ($) lease | Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of leases of facilities located in the United States and the Netherlands | 6 | ||
Number of finance leases | 2 | ||
Number of lease transactions | 2 | 2 | |
Sublease income | $ | $ 283,000 | $ 255,000 | |
Weighted-average remaining lease term for operating leases | 2 years 1 month 20 days | 3 years 21 days | |
Weighted-average remaining term lease for financing leases | 4 years 2 months 26 days | ||
Weighted-average discount rate for operating leases | 6.97% | 7.07% | |
Weighted-average discount rate for financing leases | 8.24% |
Commitments and Contingencies_2
Commitments and Contingencies - Company's lease costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 996 | $ 1,000 |
Finance lease expense | 46 | 0 |
Interest expense on finance lease liabilities | 21 | 0 |
Total lease cost | $ 1,063 | $ 1,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Right of use assets and lease liabilities for operating leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Operating lease right-of-use assets, net | $ 1,739 | $ 2,365 |
Finance lease right-of-use assets, net | 306 | 0 |
Total lease assets | 2,045 | 2,365 |
Current liabilities: | ||
Operating lease liabilities, current | 864 | 719 |
Finance lease liability, current | 64 | 0 |
Non-current liabilities: | ||
Operating lease liabilities, net of current portion | 979 | 1,715 |
Finance lease liability, net of current portion | 245 | 0 |
Total lease liability | $ 2,152 | $ 2,434 |
Commitments and Contingencies_4
Commitments and Contingencies - Weighted-average (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted-average remaining lease term for operating leases | 2 years 1 month 20 days | 3 years 21 days |
Weighted-average incremental borrowing rate | 6.97% | 7.07% |
Commitments and Contingencies_5
Commitments and Contingencies - Supplemental cash flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 964 | $ 1,049 |
Financing cash flows from finance leases | 45 | 0 |
Lease liabilities arising from obtaining right-of-use assets | $ 598 | $ 285 |
Commitments and Contingencies_6
Commitments and Contingencies - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 970 |
2025 | 792 |
2026 | 237 |
2027 | 0 |
Thereafter | 0 |
Total minimum lease payments | 1,999 |
Less effects of discounting | (156) |
Present value of future minimum lease payments | 1,843 |
Finance Leases | |
2024 | 87 |
2025 | 87 |
2026 | 87 |
2027 | 87 |
Thereafter | 20 |
Total minimum lease payments | 368 |
Less effects of discounting | (59) |
Present value of future minimum lease payments | $ 309 |
Financing Obligations - Narrati
Financing Obligations - Narrative (Details) | 2 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 lease | Dec. 31, 2023 USD ($) lease | Oct. 31, 2023 USD ($) | Aug. 31, 2023 USD ($) | |
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||||
Number of lease transactions | lease | 2 | 2 | ||
Term of contract | 4 years | |||
Weighted average interest rate, percent | 20.50% | |||
Interest expense | $ 91,000 | |||
Secured Debt | Mitsubishi HC Capital America Financing Agreement | ||||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||||
Effective interest rate | 8.45% | |||
Interest expense | $ 14,000 | |||
Long-term Debt | $ 482,000 | |||
Secured Debt | First Insurance Funding Financing Agreement | ||||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||||
Debt instrument face amount | $ 839,000 | |||
Effective interest rate | 8.09% | |||
Interest expense | $ 15,000 | |||
Long-term Debt | $ 594,000 | |||
Asset Pledged as Collateral | Secured Debt | ||||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||||
Debt instrument face amount | $ 500,000 |
Financing Obligations - Financi
Financing Obligations - Financing Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 137 |
2025 | 137 |
2026 | 137 |
2027 | 14 |
Total payments | 425 |
Less: imputed interest | (255) |
Financing obligation at end of term | 306 |
Total financing obligations | $ 476 |
Financing Obligations - Finan_2
Financing Obligations - Financing Agreements (Details) - Secured Debt $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Lease, Description [Line Items] | |
2024 | $ 56 |
2025 | 61 |
2026 | 67 |
2027 | 72 |
Thereafter | $ 226 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Sep. 28, 2021 $ / shares shares | Dec. 31, 2023 USD ($) Day vote $ / shares shares | Jun. 27, 2023 shares | Jun. 22, 2023 $ / shares shares | Jun. 21, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | vote | 1 | |||||
Common stock, shares issued (in shares) | 6,597,409 | 6,442,436 | 51,540,172 | 6,180,646 | ||
Common stock, shares outstanding (in shares) | 6,597,409 | 6,442,436 | 51,540,172 | 6,180,646 | ||
Warrant outstanding (in shares) | 18,410,000 | 18,410,000 | ||||
Number of shares purchased | 1 | |||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 92 | $ 11.50 | ||||
Warrants expiry term | 5 years | |||||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | |||||
Redemption notice period | 30 days | |||||
Redemption share price basis | $ / shares | $ 144 | |||||
Redemption share price basis number of days | Day | 20 | |||||
Redemption, registration statement to be maintained | Day | 30 | |||||
Securities called by warrants (in shares) | 2,301,250 | 2,301,250 | 18,410,000 | 2,301,250 | ||
Convertible Note | ||||||
Class of Stock [Line Items] | ||||||
Debt conversion convertible instrument amount | $ | $ 500 | |||||
Public Warrants | ||||||
Class of Stock [Line Items] | ||||||
Number of shares purchased | 1 | |||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 92 | |||||
Warrants exercisable period | 30 days | |||||
Private Warrants | ||||||
Class of Stock [Line Items] | ||||||
Warrant outstanding (in shares) | 4,110,000 | |||||
Sponsor Warrants | ||||||
Class of Stock [Line Items] | ||||||
Strike price (in dollars per share) | $ / shares | $ 1 | |||||
Sponsor Warrants | Convertible Note | ||||||
Class of Stock [Line Items] | ||||||
Conversion of promissory note, warrants issued (in shares) | 500,000 | |||||
Prior to Merger | Public Warrants | ||||||
Class of Stock [Line Items] | ||||||
Warrant outstanding (in shares) | 13,800,000 | |||||
Number of warrants exercised (in shares) | 8 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 29, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Average exercise price per share | $ 3.58 | ||
Number of shares awarded | 435,168 | 0 | |
Unvested RSUs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Unrecognized compensation expense expected to be recognized over the weighted average period | 2 years 4 months 13 days | ||
Total fair value, RSUs | $ 5,415 | $ 2,121 | |
Unrecognized compensation expense relating to RSUs | $ 5,978 | ||
Employee Stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Number of shares remain available for issuance | 172,749 | ||
Shares issued in period (in shares) | 0 | ||
2010 Stock Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Maximum number of shares authorized for issuance | 2,117,818 | ||
Percentage of exchange ratio used to determine the number of restricted stock units granted as right to receive | 10% | ||
Aggregate number of options to purchase | 612,650 | ||
Average exercise price per share | $ 4.96 | ||
2010 Stock Plan | Legacy Shapeways Stock Option | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Percentage of recapitalization conversion ratio for conversion in to common stock | 90% | ||
Recapitalization conversion ratio | 0.8293 | ||
Percentage of recapitalization conversion ratio as divider for determining exercise price | 90% | ||
2021 Equity Incentive Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Maximum number of shares authorized for issuance | 1,565,630 | ||
Total number of shares issued and outstanding, percent | 5% | ||
Number of shares remain available for issuance | 689,007 | ||
Unrecognized compensation expense | $ 503 | ||
Unrecognized compensation expense expected to be recognized over the weighted average period | 3 years 1 month 9 days | ||
2022 Equity Incentive Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Maximum number of shares authorized for issuance | 625,000 | ||
Number of shares remain available for issuance | 419,704 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value of stock-based compensation (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 3 months |
Expected volatility, minimum | 110.67% |
Expected volatility, maximum | 132% |
Risk-free interest rate, minimum | 3.79% |
Risk-free interest rate , maximum | 4.19% |
Dividend yield | 0% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Strike price (in dollars per share) | $ 3.40 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Strike price (in dollars per share) | $ 2.64 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock option plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares Underlying Options | ||
Granted (in shares) | 435,168 | 0 |
Forfeited (in shares) | (211,020) | |
Exercised (in shares) | (32) | |
Outstanding at ending (in shares) | 721,518 | |
Exercisable at end (in shares) | 350,511 | |
Weighted Average Exercise Price | ||
Granted (in dollars per share) | $ 2.74 | |
Forfeited (in dollars per share) | 5.56 | |
Exercised (in dollars per share) | 3.92 | |
Outstanding at ending (in dollars per share) | 3.58 | |
Exercisable (in dollars per share) | $ 4.50 | |
Weighted Average Remaining Contractual Term (in years) | ||
Outstanding (in years) | 7 years 3 months 14 days | 5 years 8 months 1 day |
Exercisable (in years) | 5 years 1 month 2 days | |
Outstanding, intrinsic value | $ 116 | |
Exercisable, intrinsic value | $ 0 | |
Cumulative Effect Adjusted | ||
Shares Underlying Options | ||
Outstanding at beginning (in shares) | 497,402 | |
Outstanding at ending (in shares) | 497,402 | |
Weighted Average Exercise Price | ||
Outstanding at beginning (in dollars per share) | $ 5.16 | |
Outstanding at ending (in dollars per share) | $ 5.16 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs (Details) - Unvested RSUs - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Units | ||
Beginning balance, Outstanding (in shares) | 870,126 | |
Granted (in shares) | 48,974 | |
Forfeited (in shares) | (298,536) | |
Settled (in shares) | (180,990) | |
Ending balance, Outstanding (in shares) | 439,574 | |
Weighted Average Grant Fair Value per Share | ||
Beginning balance, Outstanding (in dollars per share) | $ 12.69 | $ 12.08 |
Granted (in dollars per share) | 3.56 | |
Forfeited (in dollars per share) | 10.56 | |
Settled (in dollars per share) | 10.55 | |
Ending balance, Outstanding (in dollars per share) | $ 12.69 | |
Outstanding, Aggregate Intrinsic Value | $ 879 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Level 3 | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Earnout consideration liability | $ 0 | $ 1,076 |
Level 2 | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Marketable securities | $ 9,950 | $ 29,680 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 29, 2021 | Apr. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 27, 2023 | Jun. 21, 2023 | Sep. 28, 2021 | |
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Warrant outstanding (in shares) | 18,410,000 | 18,410,000 | |||||
Change in fair value of warrant liabilities | $ 0 | $ 1,584,000 | |||||
Change in fair value of earnout liabilities | $ 0 | $ 1,824,000 | |||||
Common stock, shares outstanding (in shares) | 6,597,409 | 6,180,646 | 6,442,436 | 51,540,172 | |||
Trading days period | 3 years | ||||||
Payment of earnout liability | $ 539,000 | ||||||
Issuance of common stock upon settlement of earnout consideration liability | $ 537,000 | ||||||
Level 3 | Earnout liability | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ (1,824,000) | ||||||
Trading Price One | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Percentage released at targets | 50% | ||||||
Trading Price Two | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Percentage released at targets | 50% | ||||||
Earnout shares | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 438,800 | ||||||
Number of consecutive trading days to determine the trading price per share | 30 days | ||||||
Estimated fair value of the shares recognized as a deemed dividend | $ 18,132,000 | ||||||
Earnout shares | Trading Price One | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Volume weighted average trading price of common stock (in dollars per share) | $ 112 | ||||||
Earnout shares | Trading Price Two | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Volume weighted average trading price of common stock (in dollars per share) | 128 | ||||||
Convertible Note | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Debt conversion convertible instrument amount | $ 500,000 | ||||||
Nonrecurring | Earnout shares | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Fair value of shares estimated based on trading price of common stock | $ 61.60 | ||||||
Sponsor Warrants | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Share price (in dollars per share) | $ 1 | ||||||
Sponsor Warrants | Convertible Note | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Debt conversion converted instrument warrants issued (in shares) | 500,000 | ||||||
Private Warrants | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Warrant outstanding (in shares) | 4,110,000 | ||||||
Warrant Liability | Recurring | Level 3 | |||||||
Schedule of Held-to-maturity Securities [Line Items] | |||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 0 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Non-U.S. | $ 0 | $ 5 |
Federal | 0 | (1) |
State | 0 | 0 |
Deferred | ||
Non-U.S. | 0 | 0 |
Federal | 23 | 23 |
State | 1 | 4 |
Provision for income taxes | $ 24 | $ 31 |
Income Taxes - Effective income
Income Taxes - Effective income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State and local income taxes, net of federal benefit | 4.82% | 3.48% |
Nondeductible expenses | (0.03%) | (0.10%) |
Other | 0% | (0.03%) |
Warrant liabilities | 0% | 1.65% |
Stock-based compensation | 0.05% | (0.01%) |
Change in state tax rates | 5.16% | 1.74% |
State net operating loss true-up | (5.58%) | 0% |
Change in valuation allowance | (24.75%) | (26.83%) |
True-up adjustments | (0.45%) | (1.06%) |
PSU Cancellation | (0.12%) | 0% |
Foreign rate differential | (0.16%) | (0.01%) |
Effective income tax reconciliation rate | (0.06%) | (0.17%) |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Intangible assets and goodwill | $ 607 | $ 15 |
Sec. 174 research and development costs | 3,835 | 2,159 |
Accrued expense | 124 | 112 |
Sec. 263(a) | 18 | 17 |
Stock compensation | 1,796 | 1,157 |
ASC 842 – Operating lease liabilities | 464 | 565 |
Property and equipment | 3,026 | 216 |
Net operating losses | 32,250 | 27,036 |
Earnout consideration | 260 | 261 |
Tax credits | 893 | 893 |
Acquisition costs | 90 | 90 |
Other | 0 | 251 |
Less: valuation allowance | (42,969) | (32,196) |
Total deferred tax assets | 394 | 576 |
Deferred tax liabilities: | ||
Intangible assets and goodwill | 0 | (28) |
Property equipment | 0 | (25) |
ASC 842 Right-of-use assets | (444) | (550) |
Other | (2) | 0 |
Total deferred tax liabilities | (446) | (603) |
Net deferred tax liabilities | $ (52) | $ (27) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance increase amount | $ (10,773) | |
Valuation allowance | 42,969 | $ 32,196 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | 132,126 | |
Operating loss carryforward, subject to expiration | 71,122 | |
Operating loss carryforward, carried forward indefinitely | 61,004 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | $ 87,236 |
Significant Concentrations (Det
Significant Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplier Concentration Risk | Purchases | Vendor One | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 28% | |
Supplier Concentration Risk | Accounts Payable | Vendor One | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 10% |
Customer One | Customer Concentration Risk | Revenue Benchmark | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17% | 20% |
Customer One | Customer Concentration Risk | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 17% |
Customer Two | Customer Concentration Risk | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16% |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended |
Jan. 31, 2024 USD ($) | |
Desktop Metal | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Proceeds from sale | $ 481 |