Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 17, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | Markforged Holding Corporation | ||
Entity Current Reporting Status | Yes | ||
Entity Central Index Key | 0001816613 | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Local Phone Number | 496-1805 | ||
Entity File Number | 001-39453 | ||
City Area Code | 866 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, State or Province | MA | ||
Entity Tax Identification Number | 98-1545859 | ||
Entity Address, Address Line One | 480 Pleasant Street | ||
Entity Address, City or Town | Watertown | ||
Entity Address, Postal Zip Code | 02472 | ||
Entity Common Stock, Shares Outstanding | 195,622,835 | ||
Entity Public Float | $ 180.4 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2023 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2022, are incorporated by reference in Part III of this Form 10-K, except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the proxy statement is not deemed to be filed as part of this Annual Report on Form 10-K. | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 238 | ||
Common Class A [Member] | |||
Security Exchange Name | NYSE | ||
Trading Symbol | MKFG | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Warrant [Member] | |||
Security Exchange Name | NYSE | ||
Trading Symbol | MKFG.WS | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, $0.0001 par value |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 124,242 | $ 288,603 |
Total short-term investments | 43,690 | 0 |
Accounts receivable, net | 29,294 | 26,777 |
Inventory | 26,409 | 10,377 |
Prepaid expenses | 2,847 | 3,921 |
Other current assets | 3,334 | 511 |
Total current assets | 229,816 | 330,189 |
Property and equipment, net | 18,298 | 6,349 |
Intangible assets, net | 17,626 | 0 |
Goodwill | 31,116 | 0 |
Right-of-use asset | 45,955 | 0 |
Other assets | 3,130 | 776 |
Total assets | 345,941 | 337,314 |
Current liabilities | ||
Accounts payable | 14,425 | 11,403 |
Accrued expenses | 9,663 | 7,411 |
Deferred revenue | 8,854 | 6,288 |
Lease liabilities | 8,022 | 0 |
Other current liabilities | 0 | 310 |
Total current liabilities | 40,964 | 25,412 |
Long-term deferred revenue | 5,358 | 3,742 |
Deferred rent | 0 | 1,623 |
Contingent earnout liability | 2,415 | 59,722 |
Lease liability - long term | 40,608 | 0 |
Other liabilities | 4,042 | 2,646 |
Total liabilities | 93,387 | 93,145 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at December 31, 2022 and December 31, 2021; 194,560,946 and 185,993,058 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 19 | 19 |
Additional paid-in capital | 352,564 | 319,859 |
Accumulated deficit | (101,097) | (75,709) |
Accumulated other comprehensive income | 1,068 | 0 |
Total stockholders' equity | 252,554 | 244,169 |
Total liabilities and stockholders' equity | $ 345,941 | $ 337,314 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, Shares issued | 194,560,946 | 185,993,058 |
Common stock, Shares outstanding | 194,560,946 | 185,993,058 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 100,958 | $ 91,221 |
Cost of revenue | 50,252 | 38,368 |
Gross profit | 50,706 | 52,853 |
Operating expenses | ||
Sales and marketing | 44,975 | 35,966 |
Research and development | 42,387 | 32,155 |
General and administrative | 50,428 | 45,772 |
Total operating expenses | 137,790 | 113,893 |
Loss from operations | (87,084) | (61,040) |
Change in fair value of derivative liabilities | 1,485 | 1,808 |
Change in fair value of contingent earnout liability | 57,307 | 63,407 |
Other expense | (381) | (265) |
Interest expense | (11) | (16) |
Interest income | 2,878 | 17 |
Profit (loss) before income taxes | (25,806) | 3,911 |
Income tax (benefit) expense | (418) | 56 |
Net profit (loss) and comprehensive income (loss) | $ (25,388) | $ 3,855 |
Weighted average shares outstanding - basic | 189,747,367 | 108,088,115 |
Weighted average shares outstanding - diluted | 189,747,367 | 113,963,424 |
Net profit (loss) per share - basic | $ (0.13) | $ 0.04 |
Net profit (loss) per share - diluted | $ (0.13) | $ 0.03 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net profit (loss) | $ (25,388) | $ 3,855 |
Other comprehensive income, net of taxes: | ||
Unrealized gain on available-for-sale marketable securities, net | 54 | |
Foreign currency translation adjustment | 1,014 | 0 |
Total comprehensive (loss) income | $ (24,320) | $ 3,855 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | AOCI Attributable to Parent [Member] |
Beginning Balance at Dec. 31, 2020 | $ 62,025 | $ 4 | $ 137,497 | $ 5,538 | $ (1,450) | $ (79,564) | |
Beginning Balance, Shares at Dec. 31, 2020 | 39,510,108 | 107,592,801 | 483,479 | ||||
Exercise of common stock options | 1,967 | 1,967 | |||||
Exercise of common stock options, Shares | 2,020,709 | ||||||
Stock-based compensation expense | 11,881 | 11,881 | |||||
Exercise of Series D warrants | 550 | $ 550 | |||||
Exercise of Series D warrants, Shares | 110,212 | ||||||
Stock vested under compensation plan, shares | 106,800 | ||||||
Conversion of convertible preferred stock into common stock upon reverse recapitalization, converted | $ 11 | $ 138,047 | 138,036 | ||||
'Conversion of convertible preferred stock into common stock upon reverse recapitalization, converted, Shares | 107,703,013 | (107,703,013) | |||||
Retirement of treasury stock upon reverse recapitalization | (1,450) | $ 1,450 | |||||
Retirement of treasury stock upon reverse recapitalization, Shares | (483,479) | (483,479) | |||||
Repurchase of common stock upon reverse recapitalization | (45,000) | (45,000) | |||||
Repurchase of common stock upon reverse recapitalization, Shares | (4,499,998) | ||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | 113,178 | $ 2 | 113,176 | ||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs, Shares | 20,456,333 | ||||||
Issuance of common stock related to PIPE Investment | 210,000 | $ 2 | 209,998 | ||||
Issuance of common stock related to PIPE Investment, Shares | 21,000,000 | ||||||
Recognition of derivative liability related to earnout | (123,129) | (123,129) | |||||
Earnout stock-based compensation expense | 7,049 | 7,049 | |||||
Common stock issued for acquisitions | 0 | ||||||
Exercise of common stock warrants | 1,793 | 1,793 | |||||
Exercise of common stock warrants (In Share) | 179,572 | ||||||
Net profit (loss) and comprehensive income (loss) | 3,855 | 3,855 | |||||
Ending Balance at Dec. 31, 2021 | 244,169 | $ 19 | 319,859 | (75,709) | |||
Ending Balance, Shares at Dec. 31, 2021 | 185,993,058 | ||||||
Exercise of common stock options | 2,216 | 2,216 | |||||
Exercise of common stock options, Shares | 1,997,314 | ||||||
Stock-based compensation expense | 16,607 | 16,607 | |||||
Stock vested under compensation plan, shares | 1,555,988 | ||||||
Stock vested under compensation plan | (664) | (664) | |||||
Earnout stock-based compensation expense | 1,602 | 1,602 | |||||
Issuance of Common Stock in connection with acquisitions (InShare) | 4,702,097 | ||||||
Common stock issued for acquisitions | 12,194 | 12,194 | |||||
Issuance of Common Stock in connection with acquisition (In Share) | 312,489 | ||||||
Issuance of Common Stock in connection with acquisition earnout achievement | 750 | 750 | |||||
Other comprehensive income | 1,068 | $ 1,068 | |||||
Net profit (loss) and comprehensive income (loss) | (25,388) | (25,388) | |||||
Ending Balance at Dec. 31, 2022 | $ 252,554 | $ 19 | $ 352,564 | $ (101,097) | $ 1,068 | ||
Ending Balance, Shares at Dec. 31, 2022 | 194,560,946 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities: | ||
Net profit (loss) | $ (25,388) | $ 3,855 |
Adjustments to reconcile net (loss) profit to cash used in operating activities | ||
Depreciation, amortization, and non-cash lease interest | 9,181 | 1,720 |
Provision for doubtful accounts | 545 | 263 |
Reserve for excess and obsolete inventory | 544 | 151 |
Change in fair value of derivative liabilities | (1,485) | (1,808) |
Change in fair value of contingent earnout liability | (57,307) | (63,407) |
Amortization (accretion) of (discounts) premiums on available-for-sale securities | (92) | 0 |
Stock-based compensation expense | 18,209 | 18,930 |
Transaction costs expensed | 0 | 1,996 |
Changes in operating assets and liabilities, net of effects of businesses acquired | ||
Accounts receivable | (2,469) | (10,439) |
Inventory | (14,050) | (3,975) |
Prepaid expenses | 1,144 | (2,425) |
Other current assets | (2,604) | 862 |
Other assets | (922) | (191) |
Accounts payable and accrued expenses | 3,401 | 7,277 |
Other current liabilities | (135) | 10 |
Deferred rent | 0 | 550 |
Deferred revenue | 3,756 | 929 |
Other non-current lease liabilities | (5,849) | 0 |
Net cash used in operating activities | (73,521) | (45,702) |
Investing Activities: | ||
Purchases of property and equipment | (11,415) | (3,788) |
Cash paid for acquisitions, net of cash acquired | (35,939) | 0 |
Purchases of available-for-sale securities | (43,544) | 0 |
Net cash used in investing activities | (90,898) | (3,788) |
Financing Activities: | ||
Repayment of debt obligations | 0 | (5,022) |
Proceeds from Merger | 0 | 132,926 |
Proceeds from PIPE investment | 0 | 210,000 |
Repurchase of common stock | 0 | (45,000) |
Payment of transaction costs for the Merger | 0 | (16,043) |
Proceeds from exercise of Series D warrants | 0 | 550 |
Proceeds from the exercise of common stock options | 2,216 | 1,967 |
Taxes paid related to net share settlement of equity awards | (664) | 0 |
Net cash provided by financing activities | 1,552 | 279,378 |
Effect of exchange rate changes on cash | (64) | 0 |
Net change in cash, cash equivalents, and restricted cash | (162,931) | 229,888 |
Cash, cash equivalents, and restricted cash | ||
Beginning of year | 288,603 | 58,715 |
End of period | 125,672 | 288,603 |
Supplemental disclosure of cash flow information | ||
Cash and cash equivalents | 124,242 | 288,603 |
Restricted cash in other non-current assets | 1,430 | 0 |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | 125,672 | 288,603 |
Non cash financing and investing activities | ||
Purchase of property and equipment in accounts payable and accrued expenses | 4,347 | 532 |
Recognition of contingent earnout liability related to earnout shares | 0 | 123,129 |
Recognition of one public warrant acquired as part of the Merger in additional paid in capital | 0 | 9,729 |
Recognition of private placement warrant liability upon Merger | 0 | 5,702 |
Exercise of common stock warrants, net of shares withheld for exercise | 0 | 1,793 |
Conversion of convertible preferred stock into common stock upon reverse recapitalization | 0 | 138,047 |
Common stock issued for acquisitions | 12,194 | 0 |
Common stock issued in connection with acquisition earnout achievement | 750 | |
Additions to right of use assets and liabilities from adoption of ASC 842 (see Note 16) | 12,248 | 0 |
Right of use assets obtained in exchange for new lease liabilities | $ 37,861 |
Organization, Nature of the Bus
Organization, Nature of the Business, and Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of the Business, and Risks and Uncertainties | Note 1. Organization, Nature of the Business, and Risks and Uncertainties Organization and Nature of Business Unless otherwise indicated or the context otherwise requires, references to the “Company” and “Markforged” refer to the consolidated operations of Markforged Holding Corporation and its subsidiaries. References to “AONE” refer to the company prior to the consummation of the Merger and references to “Legacy Markforged” refer to MarkForged, Inc. and its consolidated subsidiaries prior to the consummation of the Merger. Legacy Markforged was founded in 2013 to transform the manufacturing industry with high strength, cost effective parts using additive manufacturing. Markforged produces and sells 3D printers, materials, software, and other related services worldwide to customers who can build parts strong enough for the factory floor with significantly reduced lead time and cost. The printers print in plastic, nylon, metal, and the parts can be reinforced with carbon fiber for industry leading strength at an affordable price point. On February 23, 2021, one, a Cayman Islands exempted company (“AONE”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Caspian Merger Sub Inc., a wholly owned subsidiary of AONE (“Merger Sub”), and Legacy Markforged, pursuant to which (i) AONE would deregister as a Cayman Islands company and domesticate as a corporation in the State of Delaware and would be renamed “Markforged Holding Corporation” (the “Domestication”) and (ii) Merger Sub would merge with and into Legacy Markforged with Legacy Markforged surviving as a wholly owned subsidiary of Markforged Holding Corporation (the “Merger”). AONE’s shareholders approved the transactions contemplated by the Merger Agreement on July 13, 2021, and the Domestication and the Merger were completed on July 14, 2021 (the “Closing”). Cash proceeds of the merger were funded through a combination of AONE’s $ 132.5 million of cash held in trust (after redemptions of $ 64.2 million) and an aggregate of $ 210.0 million in fully committed common stock transactions at $ 10.00 per share. Immediately prior to the Closing, Legacy Markforged repurchased shares of common stock from certain of its stockholders, for a total value of $ 45.0 million, referred to as the “Employee Transactions”. Total net proceeds upon Closing, net of the Employee Transactions and transaction costs paid at Closing of $ 27.1 million, were $ 288.8 million. Risks and Uncertainties The impact of global supply chain disruptions, inflation, and the COVID-19 pandemic have had an impact on the Company’s results since the second quarter of 2020, and the Company is unable to predict the ultimate impact that these factors may have on the business, future results of operations, financial position or cash flows. The Company has identified potential risks to the business to include certain accounting estimates around its supply chain, accounts receivable, inventory and related reserves, long-lived assets, and intangible assets. As of and for the year ended December 31, 2022, these risks were assessed and had no material impact on the realizability of accounts receivables, inventories, long- lived and intangible assets or the related estimates used in the Company’s consolidated financial statements. There may be changes to those estimates in future periods, and actual results could differ from those estimates. The Company has funded its operations to date primarily through the sale of convertible preferred stock, the proceeds from the Merger, including the sale of common stock, and the sale of its products. Management believes that existing cash will be sufficient to fund operating and capital expenditure requirements through at least one year after the date these consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. |
Merger and Reserve Recapitaliza
Merger and Reserve Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Merger and Reverse Recapitalization [Abstract] | |
Merger and Reverse Recapitalization | Note 2. Me rger and Reverse Recapitalization Immediately prior to the Closing the following transactions occurred (prior to the Exchange Ratio discussed below): • all 17,918,211 shares of Legacy Markforged’s outstanding Series Seed convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis; • all 28,725,920 shares of Legacy Markforged’s outstanding Series A convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis; • all 34,391,480 shares of Legacy Markforged’s outstanding Series B convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis; • all 14,468,290 shares of Legacy Markforged’s outstanding Series C convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis; and • all 17,305,052 shares of Legacy Markforged’s outstanding Series D convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis. At the Closing, eligible Legacy Markforged equity holders received or had the right to receive shares of the Company’ s Common Stock, par value $ 0.0001 (“Common Stock”) at a deemed value of $ 10.00 per share after giving effect to the exchange ratio of approximately 0.9522514 as defined in the Merger Agreement (the “Exchange Ratio”). Accordingly, immediately following the consummation of the Merger, Legacy Markforged common stock (after giving effect to the conversion of convertible preferred stock to Legacy Markforged common stock and the impact of the Employee Transactions) exchanged into 143,795,504 shares of Common Stock, 18,434,577 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy Markforged stock options that were exchanged into Markforged stock options, and 24,065,423 shares of Common Stock were reserved for the potential future issuance of stock options and restricted stock units and 16,066,667 shares of Common Stock and restricted stock units were reserved for the potential future issuance upon achievement of certain earnout conditions described in the Merger Agreement. In connection with the execution of the Merger Agreement, AONE entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and AONE agreed to sell to the New PIPE Investors, an aggregate of 21,000,000 shares (“PIPE Shares”), of the Common Stock for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 210.0 million, in a private placement pursuant to the subscription agreements (the “PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger. In connection with the Closing, and under the terms of the Sponsor Support Agreement entered into in connection with the execution of the Merger Agreement, 2,610,000 shares of the 5,220,000 shares of Common Stock held by the Sponsor after giving effect to the Domestication became subject to vesting conditions based on the achievement of certain market-based share price thresholds. These shares will be forfeited if certain price thresholds are not reached by the end of the five year period following the Closing. The Sponsor Earnout Shares will immediately vest in the event of a change of control or a liquidation of Markforged during the five year period following the Closing. As the Earnout Triggering Events have not yet been achieved, these issued and outstanding Sponsor Earnout Shares are treated as contingently recallable. The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of one, outstanding prior to Merger (1) 26,875,000 Less redemption of one Class A shares subject to possible ( 6,418,667 ) Common stock of one 20,456,333 Shares issued in PIPE 21,000,000 Merger and PIPE financing shares (2) 41,456,333 Legacy Markforged shares (3) 143,795,504 Total shares of common stock immediately after Merger 185,251,837 (1) Includes AONE Class A shareholders 15,081,333 , and AONE Class B shareholders 5,375,000 (2) This includes 2,610,000 contingently forfeitable Sponsor Shares pending the occurrence of the Sponsor Earnout Triggering Event (3) The number of Legacy Markforged shares was determined from the 151,005,831 shares of Legacy Markforged common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down. The Merger is accounted for as a reverse recapitalization under accounting principles generally accepted in the United States (“GAAP” ). This determination is primarily based on Legacy Markforged stockholders comprising a relative majority of the voting power of Markforged and having the ability to nominate the members of the Board, Legacy Markforged’s operations prior to the acquisition comprising the only ongoing operations of Markforged, and Legacy Markforged’s senior management comprising a majority of the senior management of Markforged. Under this method of accounting, AONE is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Markforged represent a continuation of the financial statements of Legacy Markforged with the Merger being treated as the equivalent of Markforged issuing stock for the net assets of AONE, accompanied by a recapitalization. The net assets of AONE are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Markforged. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Additionally, upon the consummation of the Merger, the Company issued 41,456,333 shares of Common Stock for the previously issued AONE common stock and PIPE Shares that were outstanding at the Closing Date. In connection with the Merger, the Company raised $ 360.9 million of proceeds including the contribution of $ 215.1 million of cash held in AONE’s trust account from its initial public offering, net of redemptions of AONE public stockholders of $ 64.2 million, and $ 210.0 million of cash in connection with the PIPE financing. The Company incurred $ 34.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $ 18.5 million were incurred by AONE and paid from AONE's trust account at closing and $ 16.0 million incurred by Legacy Markforged. Of the total transaction costs, $ 2.0 million was recognized as an expense in the consolidated statements of operations as part of general and administrative expenses and the balance was a reduction to additional paid-in capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s fiscal year end is December 31 and, unless otherwise stated, all years and dates refer to the fiscal year. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with US GAAP. All significant intercompany accounts and transactions have been eliminated in consolidation. Reporting Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include allowance for doubtful accounts, reserve for excess and obsolete inventory, fair value of contingent earnout liability, fair value of earnout share awards, fair value of the private placement warrant liability, assumptions in revenue recognition, and valuation of intangibles and goodwill. The Company evaluates its estimates based on historical experience, current conditions, and various other assumptions that it believes are reasonable under the circumstances. Treasury Stock Treasury stock is accounted for using the cost method, with the purchase price of the common stock separately recorded as a deduction from stockholders’ equity (deficit). We account for the retirement of treasury stock by deducting its par value from common stock and reflecting any excess of cost over par value as a deduction from additional paid-in capital in the consolidated balance sheets. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (‘‘ASC’’) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the new revenue recognition accounting standard, the Company performs the following five steps: • identifies the contract with a customer; • identifies the performance obligations in the contract; • determines the transaction price; • allocates the transaction price to the performance obligations in the contract; and • recognizes revenue when (or as) the entity satisfies a performance obligation. Our customer contracts include multiple products and services. We are required to perform allocations of the contract value to the products and services deemed to be distinct performance obligations by US GAAP in order to recognize revenue at the appropriate time. These allocations are based on a relative standalone selling price methodology, which requires us to determine the standalone selling price for each performance obligation. We utilize selling prices from standalone sales of the product or service when available. However, certain products are not sold on a standalone basis or do not have a sufficient history of standalone sales and we are required to estimate the standalone selling price for the purposes of our allocation. We utilize market information, historical selling practices, and other available information to produce as accurate an estimate as possible. Cash and Cash Equivalents The Company considers all highly liquid investments including money market funds, treasury securities, and commercial paper with original maturities of 90 days or less to be cash equivalents. Restricted Cash Restricted cash represents cash and cash equivalents that are restricted to withdrawal or use as of the reporting date. Restricted cash as of December 31, 2022 relates to deposits to secure letters of credit. The deposits are related to contracts that have a remaining term greater than twelve months, thus this cash is included in other noncurrent assets. There was no restricted cash as of December 31, 2021. Short-Term Investments The Company invests its excess cash in fixed income instruments denominated and payable in U.S. dollars including U.S. treasury securities, commercial paper, corporate bonds and asset-backed securities in accordance with the Company’s investment policy that primarily seeks to maintain adequate liquidity and preserve capital. Investments in marketable securities are recorded at fair value, and unrealized gains and losses are reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations. Realized gains and losses and declines in the value of securities attributable to actual or expected losses are included in other income (expense), net in the consolidated statements of operations. All investments in marketable securities mature within one year. The Company’s cash equivalents and short-term investments are invested in the following: December 31, 2022 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 119,721 $ — $ — $ 119,721 Commercial paper 3,077 — — 3,077 Total cash equivalents 122,798 — — 122,798 Government bonds 21,719 51 — 21,770 Commercial paper 12,568 1 — 12,569 Corporate bonds 3,927 — — 3,927 Asset-backed securities 2,921 — ( 1 ) 2,920 U.S. Treasury bills 2,447 3 — 2,450 Total short-term investments $ 43,582 $ 55 $ ( 1 ) $ 43,636 Total cash equivalents and short-term investments 166,380 55 ( 1 ) 166,434 Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based on management’s assessment of the collectability of the accounts receivable which considers historical write-off experience and any specific risks identified in customer collection matters. The following presents the changes in the balance of the Company’s allowance for doubtful accounts: Year Ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 1,021 $ 1,070 Additions 1,435 709 Write – offs ( 7 ) ( 312 ) Recoveries ( 890 ) ( 446 ) Balance at end of period $ 1,559 $ 1,021 Fair Value of Financial Instruments The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation: December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 119,721 — — $ 119,721 Short-term investments included in cash and cash equivalents — 3,077 3,077 Total cash and cash equivalents $ 119,721 $ 3,077 $ — $ 122,798 Government bonds — 21,770 — 21,770 Commercial paper — 12,569 — 12,569 Corporate bonds — 3,927 — 3,927 Asset-backed securities — 2,920 — 2,920 U.S. Treasury bills 2,450 — — 2,450 Total assets $ 122,171 $ 44,263 $ — $ 166,434 Liabilities: Contingent earnout liability $ — $ — $ 2,415 $ 2,415 Private placement warrant liability — — 661 661 Teton acquisition contingent earnout liability — — 602 602 Total liabilities $ — $ — $ 3,678 $ 3,678 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 286,890 $ — $ — 286,890 Total assets $ 286,890 $ — $ — $ 286,890 Liabilities: Contingent earnout liability — — 59,722 59,722 Private placement warrant liability — — 2,646 2,646 Total liabilities $ — $ — $ 62,368 $ 62,368 The Company remeasures its SVB Common Stock Warrants (as defined below) and Private Placement Warrants (as defined below) at fair value at each reporting period using Level 3 inputs via the Black-Scholes option-pricing model and Binomial Lattice Model, respectively. The valuation of the earnout shares is based on a Monte Carlo simulation. The significant assumptions used in preparing the above models are disclosed in Note 14 Stock Warrants and Note 13 Earnout. The Teton Software Simulation ("Teton") contingent earnout is related to development and business milestone metrics estimated using a scenario-based approach discussed in Note 3, Contingent Earnout Liability. The Teton development milestone was met and settled in 2022. All Silicon Valley Bank ("SVB") warrants were exercised in June 2021. There were no transfers between levels during the periods presented. (in thousands) Contingent Earnout Liability Private Placement Warrant Liability SVB Warrant Liability Teton Acquisition Contingent Earnout Liability Total Other Liabilities Fair Value as of December 31, 2020 $ — $ — $ 545 $ — $ 545 Recognition of liability acquired as part of the Merger 123,129 5,702 — — 128,831 Change in fair value ( 63,407 ) ( 3,056 ) 1,251 — ( 65,212 ) Exercise of common stock warrants — — ( 1,796 ) — ( 1,796 ) Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ — $ 62,368 Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ — $ 62,368 Recognition of liability acquired as part of acquisitions $ — $ — $ — $ 1,602 $ 1,602 Change in fair value ( 57,307 ) ( 1,985 ) — 500 ( 58,792 ) Settlement of liability acquired as part of acquisitions — — — ( 1,500 ) ( 1,500 ) Fair Value as of December 31, 2022 $ 2,415 $ 661 $ — $ 602 $ 3,678 Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents held on deposit at one financial institution and accounts receivable. The Company does not require collateral from customers for amounts owed. As of and for the year ended December 31, 2022 , one customer represented greater than 10 % of the accounts receivable balance and total revenue. There was one customer representing greater than 10 % of the accounts receivable balance as of December 31, 2021 , and no one customer represented more than 10 % of total revenue for the year ended December 31, 2021. Historically, the Company has not experienced any significant credit loss related to any individual customer. Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of net profit or loss. Repairs and maintenance costs are expensed as incurred. The cost of property and equipment is depreciated based upon the following asset lives: Asset Classification Estimated Useful Life Machinery and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Computer equipment 3 years Computer software 3 years Furniture and fixtures 3 years Impairment of Long-Lived Assets The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant reassessment or that the carrying value of these assets may not be recoverable. When a triggering event is identified, management assesses the recoverability of the asset group, which is the lowest level where identifiable cash flows are largely independent, by comparing the expected undiscounted cash flows of the asset group to the carrying value. When the carrying value is not recoverable and an impairment is determined to exist, the asset group is written down to fair value. The Company did not identify any triggering events or record any impairment during the years ended December 31, 2022 and 2021 . Inventory Inventory is stated at lower of cost and net realizable value. Cost is based on a standard costing system which approximates the cost on a first in, first out method. The Company regularly reviews inventory for excess and obsolescence and records a provision to write down inventory to its net realizable value when carrying value is in excess of this value. The costs include materials, labor, and manufacturing overhead that relate to the acquisition of raw materials and production into finished goods. The net realizable value considers our intent and ability to utilize the inventory prior to perishing as well as the estimated selling price and costs of completion and sale. We regularly review our inventory on hand, product development plans, and sales forecasts to identify carrying values in excess of net realizable value. Cost of Revenue Cost of revenue is primarily comprised of cost of product and software subscriptions, maintenance services, personnel-related costs, third party logistics, warranty and maintenance fulfillment costs, and overhead. For the production of consumables, the Company utilizes its internal manufacturing facilities and personnel, while for the production of the Company’s additive manufacturing hardware, third party manufacturers are utilized. For internally manufactured products, the cost of revenue includes raw material, labor conversion costs, and overhead related to the manufacturing operations, inclusive of associated depreciation. Cost of revenue for maintenance services is comprised of costs associated with the Company’s customer success teams’ provision of remote and on-site support services to customers in addition to the cost of replacement parts. The Company’s cost of revenue also includes indirect costs of providing products and services to its customers. These indirect costs consist primarily of estimates for excess and obsolete inventory, warranty, and stock-based compensation. Research and Development The Company expenses all research and development costs as incurred. These costs consist mainly of employee compensation and other personnel-related costs, product prototypes, facility costs, as well as engineering services . Sales and Marketing Sales and marketing costs are expensed as incurred and are primarily comprised of personnel-related costs for the Company’s sales and marketing departments, costs related to sales commissions, trades shows, facilities costs, as well as advertising and other demand generating services. Sales and marketing expenses includes advertising costs of $ 4.1 million and $ 6.0 million during 2022 and 2021 , respectively. Shipping and Handling Costs The Company recognizes shipping and handling costs in cost of revenue within the consolidated statements of operations. When shipping and handling services are provided subsequent to the point in time control is transferred, the Company accounts for the shipping and handling services as a fulfillment activity and accrues the related costs. Stock-Based Compensation The Company recognizes expense for stock-based compensation awards based on the estimated fair value of the award on the date of grant, which is amortized on a straight-line basis over the employee’s or director’s requisite service period for service based awards, generally the vesting period of the award. Awards containing market and/or performance conditions are recognized using the graded vesting method, which is an accelerated expense attribution method. The Company used the Black-Scholes pricing model to estimate the fair value of options on the date of grant. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The Company grants stock options and restricted stock units at exercise prices determined equal to the fair value of common stock on the date of the grant, as determined by the Board of Directors. The fair value of the Company’s common stock at each measurement date prior to the merger was based on a number of factors, including the results of third-party valuations, the Company’s historical financial performance, and observable arms-length sales of the Company’s capital stock including convertible preferred stock, and the prospects of a liquidity event, among other inputs. The computation of expected option life is based on an average of the vesting term and the maximum contractual life of the Company’s stock options, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company estimates an expected forfeiture rate for stock options, which is factored into the determination of stock-based compensation expense. The volatility assumption is based on the historical and implied volatility of the Company’s peer group with similar business models. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield percentage is zero because the Company does not currently pay dividends nor does the Company intend to do so in the future. These estimates involve inherent uncertainties and the use of different assumptions may have resulted in stock-based compensation expense that was different from the amounts recorded. Warranty Reserves Substantially all of the Company’s hardware products are covered by a standard assurance warranty of one year. In the event of a failure of a product covered by this warranty, the Company may repair or replace the product, at its option. The Company’s warranty reserve reflects estimated material and labor costs for potential or actual product issues for which the Company expects to incur an obligation. The Company periodically assesses the appropriateness of the warranty reserve and adjusts the amount as necessary. If the data used to calculate the appropriateness of the warranty reserve are not indicative of future requirements, additional or reduced warranty reserves may be necessary. Warranty reserves are included within accrued expenses on the consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Year Ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 658 $ 564 Additions to warranty reserve 812 529 Claims fulfilled ( 850 ) ( 435 ) Balance at end of period $ 620 $ 658 Warranty reserve is recorded through cost of revenue in the consolidated statements of operations. Warrants Warrants to purchase the Company’s common stock issued in conjunction with the Company’s former term loan facility debt were recorded as a liability and classified as other liabilities on the consolidated balance sheet as of December 31, 2020. The change in the fair value is recognized in other expense in the consolidated statements of operations. Warrants to purchase the Company’s Series D convertible preferred stock issued in conjunction with a customer contract were recorded as additional Series D convertible preferred stock and classified as mezzanine equity on the consolidated balance sheet as of December 31, 2020. Common Stock The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). Dividends may be declared and paid on common stock from funds lawfully available as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding preferred stock. Through the year ended December 31, 2022 , no dividends had been declared. Profit (Loss) Per Share Basic profit (loss) per common share is calculated by dividing net (loss) profit attributable to common stockholders, less any participating dividends, by the weighted average number of common shares outstanding during the applicable period. Diluted profit (loss) per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive . See Note 18 for further information. Income Taxes The Company files U.S. federal and state tax returns where applicable. The non-U.S. subsidiaries file income tax returns in their respective jurisdictions. The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets or liabilities for the expected future tax consequences based on the differences between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate, in effect when the differences are expected to reverse. Valuation allowances are provided, if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities, and any valuation allowance recorded against those net deferred tax assets. The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. Common St ock Warrant Liabilities The Company assumed 5,374,984 publicly-traded warrants (“Public Warrants”) and 3,150,000 private placement warrants originally issued by AONE (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with AONE’s initial public offering and subsequent overallotment and entitle the holder to purchase one share of the Common Stock at an exercise price of $ 11.50 per share. The Common Stock Warrants became exercisable the later of 30 days after the Company completed the Merger or 12 months from the closing of AONE’s initial public offering, but can be terminated on the earlier of 5 years after the Merger, liquidation of the Company, or the Redemption Date as determined by the Company. During the years ended December 31, 2022 and 2021 , no Public Warrants or Private Placement Warrants were exercised. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur which would permit a cashless exercise, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public Warrants and Private Placement Warrants and concluded that the Private Placement Warrants do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision that, if applied, could result in a different settlement value for the Private Placement Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” As the Private Placement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date as part of change in fair value of derivative liabilities, as described in Note 14. The provisions referenced above are not applicable to the Public Warrants which do not have differing settlement provisions based on the warrant holder. The Public Warrants are not precluded from being considered indexed to the Company’s stock and were recognized at fair value in stockholders’ equity on the closing of the Merger. Contingent Earnout Liability In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, A-Star, the sponsor of AONE (the "Sponsor") surrendered 2,610,000 shares ("Sponsor Earnout Shares") and eligible Markforged equity holders were entitled to receive as additional merger consideration 14,666,667 shares of the Company’s Common Stock ("Markforged Earnout Shares") upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 13). The contingent obligations to issue Markforged Earnout Shares in respect of Markforged common stock and release from lock-up Sponsor Earnout Shares, are accounted for as liability classified instruments in accordance with Accounting Standards Codification Topic 815-40, as the Earnout Triggering Events that determine the number of Sponsor and Markforged Earnout Shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of common stock of Markforged. The liability was recognized at the reverse recapitalization date and is subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations. Markforged Earnout Shares issuable to employees with vested equity awards and Earnout RSUs (as described in the Merger Agreement) issuable to employees with unvested equity awards are considered a separate unit of account from the Markforged Earnout Shares issuable in respect of Markforged common stock and are accounted for as equity classified stock compensation. The Earnout Shares issuable to employees with vested equity awards are fully vested upon issuance, thus there is no requisite service period and the value of these shares is recognized as a one-time stock compensation expense for the grant date fair value. Earnout RSUs are contingent upon an employee completing a service vesting condition, and as such, reflect a transaction in which the Company acquires employee services by offering to issue its shares, the amount of which is based in part on the Company’s share price. Expense related to Earnout RSUs is recognized using graded vesting over the requisite service period for the Earnout RSUs. The estimated fair values of the Sponsor Earnout Shares, Markforged Earnout Shares, and Earnout RSUs were determined by using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the five-year Earnout Period as defined in Note 13. The preliminary estimated fair values of Sponsor Earnout Shares, Markforged Earnout Shares, and Earnout RSUs were determined using the most reliable information available, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The contingent earnout liability is categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. Teton Software Simulation Contingent Earnout Contingent consideration represents potential future payments that the Company may be required to pay in the event negotiated milestones are met in connection with a business acquisition. Contingent consideration is recorded as a liability at the date of acquisition at fair value. The fair value of contingent consideration related to the development milestone and business milestone metrics is estimated using a scenario-based income approach that uses several possible future scenarios. Under this approach, the value of the milestone payment is calculated as the probability-weighted payment across all scenarios. Significant increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of the milestones could result in a significantly higher or lower fair value of the contingent consideration liability. The fair value of the contingent consideration at each reporting date is updated by reflecting the changes in fair value in the Company’s consolidated statements of operations. See Note 4 for additional information. Leases Prior to January 1, 2022, the Company accounted for leases in accordance with FASB Accounting Standards Codification (“ASC”) ASC 840, Leases. At lease inception, the Company determined if an arrangement was an operating or capital lease. For operating leases, the Company recognized rent expense, inclusive of rent escalations, on a straight-line basis over the lease term. Effective on January 1, 2022, the Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). In accordance with ASC 842, the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a right-of-use (“ROU”) asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. The Company has elected to not recognize leases with a lease term of 12 months or less on the balance sheet and will recognize lease payments for such short-term leases as an expense on a straight-line basis over the lease term. The Company enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. For leases of real estate, the Company combines the lease and associated non-lease components in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Finan |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Asset Acquisition [Abstract] | |
Acquisitions | Note 4. Acquisitions Teton Simulation Software (“Teton”) On April 4, 2022, the Company acquired Teton Simulation Software (“Teton”) through a statutory merger in exchange for total consideration of $ 6.6 million, payable in a combination of cash and equity shares. Teton is a software company whose SmartSlice technology automates validation and optimizes part performance for additive manufacturing application. The Company integrated Teton's technology with its printing software solution, Eiger, as a subscription add-on that offers manufacturing customers a streamlined workflow spanning part design, testing, optimization, validation and printing at the point of need, all on a single, cloud-based platform. A portion of the acquisition consideration is contingent on achievement by Teton of certain business and development milestones, with a fair value of $ 1.6 million as of the date of acquisition. The Company will pay up to $ 1.5 million of business related contingent consideration based on stated sales metrics, which had a fair value of $ 0.6 million as of the date of acquisition. The fair value of this milestone remained unchanged as of December 31, 2022. The development earnout related to product technical milestones, which had a fair value of $ 1.0 million as of the date of acquisition. This milestone was met and $ 0.75 million of cash and 312,489 shares were disbursed in 2022. Of the acquisition date cash and equity consideration indicated below, $ 0.25 million of the cash consideration and $ 0.25 million of the equity consideration has been “held-back.” This amount will be released 12 months following the Closing Date, unless there is a claim for indemnification. The holdback cash and shares are held on Markforged's balance sheet within accrued expenses and equity, respectively. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s estimates of their fair values on the acquisition date. The fair values of intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for developed technologies. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, discount rates, technology obsolescence curves, and EBITDA margins. The excess of the purchase price over the fair values of tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The Company’s estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date) as a result of additional information obtained with regards to facts and circumstances that existed as of the acquisition date. Goodwill is not deductible for tax purposes. The acquisition date fair value of the consideration transferred is as follows (in thousands): Fair value of consideration transferred: Cash consideration $ 2,635 Equity consideration 2,354 Development milestone earnout fair value 1,020 Business milestone earnout fair value 582 Total consideration transferred $ 6,591 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): Fair value of assets acquired: At April 4, 2022 Cash and cash equivalents $ 383 Accounts receivable 5 Other assets 17 Intangible assets 2,220 Goodwill 4,711 Assets acquired: $ 7,336 Fair value of liabilities assumed: Customer payable - cancelled contracts $ 38 Accrued Expense for pre-acquisition expenses 231 Accrued Expense for grant repayment 240 Deferred tax liability 236 Liabilities acquired: $ 745 The estimated useful life of the identifiable intangible asset acquired, developed technology, is 7 years . Supplemental pro forma information and actual revenue and earnings since the acquisition date have not been provided as the acquisition did not have a material impact on the Company's consolidated statements of operations. Digital Metal AB (“Digital Metal”) On August 31, 2022 (the “Closing Date”), pursuant to a Sale and Purchase Agreement (the “Purchase Agreement”) by and between Markforged and Höganäs Aktiebolag, a limited liability company incorporated under the laws of Sweden (the “Seller”), the Company completed its acquisition of all of the outstanding share capital of Digital Metal AB, a limited liability company incorporated under the laws of Sweden (“Digital Metal”). At the closing, the Company issued 4,100,000 shares of common stock of the Company, and paid approximately $ 33.5 million in cash. The cash payment was comprised of $ 32.0 million related to the purchase price and $ 1.5 million to settle certain intercompany balances between the Seller and Digital Metal. The acquisition of Digital Metal, the creator of a precise and reliable binder jetting solution, extends Markforged's capabilities into high-throughput production of metal additive parts. Digital Metal generated revenues of $ 2.0 million and net loss of $ 1.4 million during the period between the date of acquisition, August 31, 2022, and December 31, 2022. These amounts are reflected in the consolidated statements of operations for the year ended December 31, 2022. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s estimates of their fair values on the acquisition date. The fair values of intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for acquired technologies, relief-from-royalty method for trade names, and the distributor method for customer relationships. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves, and EBITDA margins. The excess of the purchase price over the fair values of tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill for the acquisition. The Company’s estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date) as a result of additional information obtained with regards to facts and circumstances that existed as of the acquisition date. Goodwill is not deductible for tax purposes. The acquisition date fair value of the consideration transferred is as follows (in thousands): Fair value of consideration transferred: Cash consideration $ 33,500 Equity consideration 9,840 Total consideration transferred $ 43,340 The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): Fair value of assets acquired: At August 31, 2022 Cash and cash equivalents $ 579 Accounts receivable, net 535 Inventory 2,470 Prepaid and other assets 265 Fixed assets 2,755 Right-of-use asset 205 Intangible assets 15,230 Goodwill 25,770 Assets acquired: $ 47,809 Fair value of liabilities assumed: Accounts payable and accrued expenses $ 873 Lease liability – short term 67 Deferred revenue 392 Deferred tax liability 3,005 Lease liability – long term 132 Liabilities acquired: $ 4,469 The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Useful Life Acquired technology $ 14,580 20 years Customer relationships 560 9 years Trade names 90 1 year Pro Forma Information (Unaudited) The following unaudited pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisition of Digital Metal had occurred on January 1, 2021: Years Ended December 31, (Unaudited) 2022 2021 Net revenues $ 102,739 $ 95,097 Net (loss) profit ( 27,863 ) 3,858 Although actual results could differ from the pro forma results, the Company believes the pro forma results provide a reasonable basis for presenting the significant effects of the transaction. However, the pro forma results are not necessarily indicative of the results that would have occurred if the transaction had occurred at the beginning of fiscal year 2021, including potential synergies, and therefore does not represent what the actual net revenues and net loss would have been had the companies been combined as of this date. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 5. Revenue The Company derives revenue from the sale of 3D printers, consumable materials, and hardware maintenance agreements, through its global channel of third-party value-added reseller partners (“VARs”). Typically, the VAR is the Company’s customer. Customers are invoiced at the time of shipment or at the beginning of the maintenance term and payment is typically due within 60 days. Contracts primarily contain fixed consideration although certain VAR contracts include performance rebates that may be earned based on sales targets which are accounted for as variable consideration and a reduction of revenue. The Company’s variable consideration is primarily based on performance metrics measured over the fiscal year, thus uncertainties related to variable consideration are resolved as of December 31, 2022 and 2021. Revenue associated with the Company’s products are generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Revenue associated with hardware maintenance arrangements is recognized ratably over the term of the arrangements. For its premium cloud software subscription offering, the Company recognizes revenue ratably over time beginning on the date the customer is capable of accessing the software under “Services” in the revenue disaggregation table. Significant Judgements The Company enters into certain contracts that have multiple performance obligations. These performance obligations may include 3D printers, consumables, premium cloud software subscriptions, and hardware maintenance. Contracts with more than one performance obligation require the Company to allocate the transaction price to each performance obligation. As the Company’s contracts predominantly contain fixed consideration, the allocation of transaction price is based on a relative standalone selling price method. Certain products are not sold on a standalone basis or do not have a sufficient history of standalone sales and we are required to estimate the standalone selling price for the purposes of our allocation. We utilize market information, historical selling practices, and other available information to produce as accurate an estimate as possible. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. The Company has a right to bill when products are shipped, which is often the point in time revenue is recognized. As a result, the Company will have accounts receivable for billings and also deferred revenue for the portion of billings in advance of service in its hardware maintenance agreements. The Company recognized $ 5.9 million of revenue in 2022 from deferred revenue as of December 31, 2021 . The Company recognized $ 5.9 million of revenue in 2021 from deferred revenue as of December 31, 2020. Deferred revenue is expected to be recognized when the Company provides hardware maintenance services or contractual performance obligations for which the customer has already provided payment with $ 8.8 million recognized in 2023, $ 3.3 million recognized in 2024, $ 1.6 million recognized in 2025, and $ 0.5 million thereafter. Contract Costs When costs to obtain a contract are incremental and the amortization period is greater than one year , the cost is capitalized and amortized over the period that aligns with the transfer of related goods and services. The amortization period does not extend beyond the initial contract term because there is not a sufficient history of renewals. When the costs to obtain a contract are capitalized for a contract that includes multiple performance obligations, the amortization pattern is consistent with the pattern of revenue recognition for the performance obligations. The Company expenses sales commissions when incurred when the amortization period is one year or less. These costs are recorded within sales and marketing in the consolidated statement of operations. Disaggregation of Revenue The following table disaggregates the Company’s revenue based on the nature of the products and services: Year Ended December 31, (in thousands) 2022 2021 Hardware $ 69,112 $ 64,974 Consumables 23,423 19,567 Services 8,423 6,680 Total Revenue $ 100,958 $ 91,221 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6. Property and Equipment, net Property and equipment consist of the following: (in thousands) December 31, December 31, Machinery and equipment $ 9,954 $ 6,091 Leasehold improvements 2,432 2,262 Computer equipment 3,532 1,764 Furniture and fixtures 429 367 Computer software 231 250 Construction in process 9,026 1,741 Property and equipment, gross 25,604 12,475 Less: Accumulated depreciation ( 7,306 ) ( 6,126 ) Property and equipment, net $ 18,298 $ 6,349 Depreciation expense for property and equipment was $ 2.3 million and $ 1.7 million for t he years ended December 31, 2022 and 2021, respectively. Disposal of property and equipment amounted to $ 1.2 million of fully depreciated assets for the year ended December 31, 2022 and zero for the year ended December 31, 2021. The December 31, 2022 construction in process balance is primarily related to leasehold improvements being made to the new Waltham headquarters. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 7. Inventory Inventory consists of the following: (in thousands) December 31, December 31, Raw material $ 4,582 $ 853 Work in process 175 77 Finished goods 21,652 9,447 Total inventory $ 26,409 $ 10,377 The Company maintained reserves for obsolete inventory of $ 1.5 million and $ 1.0 milli on as of December 31, 2022 and 2021, respectively. As of December 31, 2022 , obsolete inventory impairment related to finished goods is $ 1.3 million and $ 0.2 million is related to raw materials. As of December 31, 2021 , obsolete inventory impairment related to finished goods is $ 0.8 million and $ 0.2 million is related to raw materials. The impairment of obsolete inventories is recorded within cost of revenue in the consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 8. Goodwill and Intangible Assets The following tables summarize the Company’s goodwill and intangible assets, all of which are related to the acquisitions of Teton Simulation Software in April 2022 and Digital Metal AB in August 2022 (in thousands): (in thousands) Goodwill December 31, 2021 $ — Acquisition of Teton Simulation Software 4,711 Acquisition of Digital Metal 25,770 Foreign currency translation 635 December 31, 2022 $ 31,116 . Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Book Value Acquired technology 7 - 20 years $ 16,800 $ ( 97 ) $ 16,703 Customer relationships 9 years 560 ( 19 ) 541 Trade names 1 year 90 ( 27 ) 63 Foreign currency translation 322 ( 3 ) 319 Intangible Assets, net $ 17,772 $ ( 146 ) $ 17,626 The Company recognized amortization expense of $ 97 thousand and $ 49 thousand to cost of revenue and operating expense, respectively, during the year ended December 31, 2022 . Revenue is the basis for the economic pattern used to determine the amortization schedule of developed technology and customer relationships. Trade name intangible amortization is based on the term in which the Company anticipates using the asset. The estimated future amortization expense for amortizable assets to be recognized is as follows as of December 31, 2022 (in thousands): 2023 $ 1,002 2024 1,491 2025 2,020 2026 2,223 2027 1,975 Thereafter 8,915 Total $ 17,626 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 9. Accrued Expenses The following table summarizes the Company’s components of accrued expenses: (in thousands) December 31, December 31, Warranty reserve $ 620 $ 658 Compensation, benefits, and expenses 4,451 4,360 Professional services 3,166 1,725 Marketing and advertising 279 122 Teton acquisition holdback liability 250 — Accrued taxes 392 149 Other 505 397 Total accrued expense $ 9,663 $ 7,411 |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | Note 10. Borrowings PPP Loan On April 10, 2020, the Company was granted a loan (the “Loan”) from a lending institution in the aggregate amount of $ 5.0 million, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was enacted March 27, 2020. The Loan, which was in the form of a note dated April 21, 2020, was due to mature on April 21, 2022 and had an interest rate of 1 % per annum, payable monthly commencing on November 22, 2020 . The note was prepayable by the borrower at any time prior to maturity with no prepayment penalties. The Company paid off the loan in full in January 2021. |
Convertible Preferred Stock, Co
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit | Note 11. Convertible Preferred Stock, Common Stock and Stockholders’ Equity (Deficit) Immediately prior to the closing of the Merger, the convertible preferred stock was converted into Legacy Markforged common stock and recapitalized into Common Stock. There was no convertible preferred stock outstanding as of December 31, 2022. The following table summarizes details of convertible preferred stock authorized, issued and outstanding as of December 31, 2020. The Company has retroactively adjusted the shares issued and outstanding prior to July 14, 2021 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were converted: December 31, 2020 (in thousands, except for share counts) Shares Shares Issued Issuance Net Liquidation Series Seed 18,233,848 17,062,642 $ 0.0649 $ 1,107 $ 1,107 Series A 28,725,920 27,354,298 0.3107 8,437 8,500 Series B 34,391,480 32,749,335 0.4635 15,096 15,180 Series C 14,468,290 13,777,449 2.1775 29,881 30,000 Series D 17,599,646 16,649,077 4.9906 82,976 83,089 Total convertible preferred stock 113,419,184 107,592,801 $ 137,497 $ 137,876 Repurchases During the year ended December 31, 2021, immediately prior to the effective time of the Merger, the Company repurchased 4,499,998 shares of Legacy Markforged common stock from three employees for $ 10.00 per share. The value of the repurchase was recorded as a reduction of additional paid-in capital. During the year ended December 31, 2020, the Company repurchased common stock from an employee. Concurrent to the repurchase, the Company was contractually obligated to repurchase an additional 250,471 shares of common stock from this employee for $ 4.52 per share in 2021, subject to certain conditions. This obligation was waived by the parties in April 2021. Management determined the fair value of Legacy Markforged common stock prior to the merger using the methodology described in the Summary of Significant Accounting Policies, adjusting for changes in inputs based on material information known at the time of a repurchase transaction such as estimated timing to exit events and respective probabilities of such events occurring. Common Stock Reserved for Future Issuance The Company has reserved the following shares of common stock for future issuance: December 31, December 31, Common stock options outstanding and unvested RSU 22,962,929 20,267,035 Shares available for issuance under the 2021 plan 24,568,036 21,502,768 Common stock warrants outstanding 8,525,000 8,525,000 Shares available for issuance as Earnout RSU 1,400,000 1,400,000 Employee stock purchase plan 6,559,930 4,700,000 Total shares of authorized common stock reserved 64,015,895 56,394,803 |
Equity Based Awards
Equity Based Awards | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Based Awards | Note 12. Equity Based Awards On July 13, 2021, the Company’s stockholders approved the Markforged Holding Corporation 2021 Stock Option and Incentive Plan (“2021 Plan”) and the Markforged Holding Corporation 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of December 31, 2022, 24,568,036 and 6,559,930 shares of common stock were available for issuance under the 2021 Plan and 2021 ESPP, respectively. Under the 2021 Plan, the Company can grant stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, cash-based awards, and dividend equivalent rights. The 2021 Plan provides that an additional number of shares of common stock will automatically be added to the shares of common stock authorized for issuance under the 2021 Plan on January 1 of each year. The number of shares of common stock added each year will be equal to (i) 5% of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year or (ii) such lesser amount as determined by the Company’s Board of Directors. The awards generally vest 25 percent after 12 months , followed by ratable vesting over 36 months. The options granted generally expire 10 years from the date of grant. The grant date fair value of options and RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The 2021 ESPP allows eligible employees to authorize payroll deductions between 1 % and 15 % of their base salary or wages, up to $ 25,000 annually, to be applied toward the purchase of shares of the Company’s common stock occurring at offering periods determined by the Company. At each offering period, the eligible employees will have the option to acquire common stock at a discount of up to 15% of the lesser of the Company’s common stock price on (i) the first trading day of the offering period or (ii) the last day of the offering period. The offering periods under the 2021 ESPP are not to exceed 27 months between periods. On January 1 of each subsequent year under the plan, the number of shares available for issuance under the plan will be increased by the lesser of (i) 4,700,000 shares of common stock, (ii) one percent of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year, or (iii) number of shares of common stock determined by the Company. During the year ended December 31, 2022 , the Company did no t recognize stock compensation expense related to the 2021 ESPP as there were no grants under the 2021 ESPP. Legacy Markforged's 2013 Stock Plan (the “2013 Plan”) was terminated at the Closing and all outstanding awards became outstanding under the 2021 Plan. No further awards will be granted under the 2013 Plan. Option activity under the 2021 Plan for the year ended December 31, 2022 is as follows: Number of Weighted- Weighted- Outstanding at December 31, 2021 15,929,479 $ 1.91 7.89 Granted — — Exercised ( 1,997,314 ) 1.11 Forfeited ( 2,009,831 ) 2.14 Outstanding at December 31, 2022 11,922,334 $ 2.00 6.99 Options exercisable at December 31, 2022 8,349,722 $ 1.93 6.80 The aggregate intrinsic value of stock options outstanding at December 31, 2022 was $ 0.6 million. As of December 31, 2022, the Company had 11,674,823 shares vested and expected to vest. Additional information regarding the exercise of stock options is as follows: Year Ended December 31, (in thousands, except weighted average) 2022 2021 Intrinsic value of options exercised $ 3,525 $ 17,614 In the years ended December 31, 2022 and 2021, the Company did no t grant any options to purchase shares of Common Stock. Restricted Stock Units During the year ended December 31, 2022, the Company awarded RSUs to newly hired and continuing employees, as well as non-employee directors. The fair value per share of these awards was determined based on the fair market value of our stock on the date of the grant and is being recognized as stock-based compensation expense over the requisite service period. Awards containing market and/or performance conditions are recognized using the graded vesting method, which is an accelerated expense attribution method. We have not issued any awards with market and/or performance conditions since the Merger. The RSUs that vested during the year ended December 31, 2022 had a fair value of $ 4.6 million. The following table summarizes the RSU activity for the year ended December 31, 2022: Number of Weighted- Outstanding at December 31, 2021 4,337,556 $ 9.12 Granted 10,122,983 2.45 Vested ( 1,771,725 ) 7.12 Forfeited ( 1,648,219 ) 5.02 Unvested at December 31, 2022 11,040,595 $ 3.94 Stock-Based Compensation Expense The Company recorded compensation expense related to options and RSUs of $ 16.6 million and $ 11.9 million for the years ended December 31, 2022 and 2021. Total unrecognized stock-based compensation expense for the RSUs outstandin g was $ 34.7 m illion at December 31, 2022, which is expected to be recognized over a weighted-average period of 3.0 years. Total unrecognized stock-based compensation expense for the options outstandin g was $ 3.7 m illion at December 31, 2022 , which is expected to be recognized over a weighted-average period of 1.4 years. Year Ended December 31, (in thousands) 2022 2021 Stock options $ 3,493 $ 4,456 Restricted stock units 13,114 7,425 Stock-based compensation expense for restricted stock units and options $ 16,607 $ 11,881 Markforged Earnout Shares issuable to holders of Legacy Markforged equity interests as of the Merger closing date (“Eligible Markforged Equityholders”) with respect to a Legacy Markforged equity award are accounted for as equity classified stock compensation. Markforged Earnout Shares issuable with respect to a vested Legacy Markforged equity award do not have a requisite service period. To the extent that an Eligible Markforged Equityholder is entitled to receive Markforged Earnout RSUs with respect to an unvested Legacy Markforged equity award, the Earnout RSUs are subject to a service-based vesting condition with a vesting period equivalent to the remaining service period of the holder’s Legacy Markforged equity award as of Closing. During the year ended December 31, 2022, the Company recognized stock-based compensation expense related to the Markforged Earnout of $ 1.6 million. The unrecognized compensation expense related to the Markforged Earnout is $ 3.7 million and recognized over a remaining period of no more than 2.5 years, dependent on when vesting conditions are met. The stock-based compensation expense for stock-based awards and earnout shares was recognized in the following captions within the consolidated statements of operations: Year Ended December 31, (in thousands) 2022 2021 Cost of revenue $ 354 $ 515 Sales and marketing 2,158 2,395 Research and development 4,584 4,614 General and administrative 11,113 11,406 Total stock-based compensation expense $ 18,209 $ 18,930 |
Earnout
Earnout | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Earnout | Note 13. Earnout During the five year period after the Closing (“Earnout Period”), Eligible Markforged Equityholders are entitled to receive up to 14,666,667 Markforged Earnout Shares upon the occurrence of certain triggering events. During the Earnout Period, the Sponsor’s 2,610,000 surrendered shares of common stock will be released from lock-up upon certain triggering events. On the date when the volume-weighted average trading sale price (“VWAP”) of one share of the Common Stock quoted on the NYSE is greater than or equal to $ 12.50 for any twenty trading days within any thirty consecutive trading day period within the Earnout Period (“Triggering Event I”), the Eligible Markforged Equityholders will receive 8,000,000 Markforged Earnout Shares distributed on a pro-rata basis and 50 % of the Sponsor’s surrendered shares will be released from lock-up to the Sponsor. On the date when the VWAP of one share of the Company’s common stock quoted on the NYSE is greater than or equal to $ 15.00 for any twenty trading days within any thirty consecutive trading day period within the Earnout Period (“Triggering Event II” and together with Triggering Event I, each a "Triggering Event"), the Eligible Markforged Equityholders will receive the remaining 6,666,667 Markforged Earnout Shares distributed on a pro-rata basis and the remaining 50 % of the Sponsor’s surrendered shares will be released from lock-up to the Sponsor. There are two units of account within the Markforged Earnout Shares depending on whether the Eligible Markforged Equityholder is entitled to receive Markforged Earnout Shares with respect to a Legacy Markforged equity award, in which case the Markforged Earnout Shares are accounted for as equity classified stock compensation, or with respect to Legacy Markforged common stock, in which case the Markforged Earnout Shares are accounted for as a liability classified instrument in accordance with Accounting Standards Codification Topic 815-40. Markforged Earnout Shares issuable with respect to an unvested Legacy Markforged equity award are issued in the form of Earnout RSUs and are subject to forfeiture if the holder does not complete the required service period. Forfeited Markforged Earnout Shares are distributed to the remaining Eligible Markforged Equityholders on a pro-rata basis and are fungible between the two units of account. The following table summarizes the number of Earnout Shares allocated to each unit of account as o f December 31, 2022: Triggering Event I Earnout Shares Triggering Event II Earnout Shares Derivative liability 7,276,718 6,063,928 Stock compensation 723,282 602,739 Total Earnout Shares 8,000,000 6,666,667 As of the Closing, the estimated value of the Markforged Earnout Shares and surrendered Sponsor shares was $ 8.04 per share issuable upon Triggering Event I and $ 7.66 per share issuable upon Triggering Even t II. The estimated value of the Markforged Earnout Shares and surrendered Sponsor shares as of December 31, 2022 is $ 0.17 per share issuable upon Triggering Event I and $ 0.13 per share issuable upon Triggering Event II. The valuation of the Markforged Earnout Sha res and surrendered Sponsor shares is based on a Monte Carlo simulation to model a distribution of potential outcomes on a monthly basis over the Earnout period using the most reliable information available. The following table describes the assumptions used in the valuation: December 31, December 31, July 14, 2022 2021 2021 Current stock price $ 1.16 $ 5.37 $ 8.56 Expected volatility 65.00 % 70.00 % 70.00 % Risk-free interest rate 4.12 % 1.19 % 0.85 % Dividend rate — % — % — % Expected term (years) 3.54 4.54 5.00 Neither of the Earnout Triggering Events have occurred as of December 31, 2022 and therefore none were distributed. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Stock Warrants | Note 14. Stock Warrants Legacy Markforged Common Stock Warrants As part of a loan agreement entered into with a lending institution during 2015, Legacy Markforged issued warrants to the lender granting the right to purchase 180,928 shares of the Legacy Markforged common stock at an exercise price of $ 0.06 per share. The loan agreement was terminated prior to January 1, 2018 . The warrants were due to expire on February 17, 2025 . The warrants were classified as a derivative liability within other liabilities prior to exercise in the consolidated balance sheets and subsequent adjustments to fair value are shown in other expense in the consolidated statements of operations. In June 2021, the lender exercised the warrant on a cashless basis and Legacy Markforged issued 179,572 shares of common stock. The fair value is measured at each reporting date using the Black-Scholes model using the following inputs. The inputs below correspond to June 10, 2021, the date of exercise: June 10, Expected (remaining) option term (in years) 3.69 Expected volatility% 65.0 % Risk-free interest rate% 0.45 % Expected dividend yield% 0 % Fair value of common stock (per share) $ 9.51 Prior to the Merger, management considered contemporaneous third-party valuations in its determination of the fair value of common stock. The fair value of common stock increased significantly in large part due to the change in the probability of special purpose acquisition company (SPAC) exit. For the June 10, 2021 valuation, the Company assigned a 95% probability of a SPAC exit and a 5% probability of staying a private company. Preferred Stock Warrants As part of a development agreement executed with a customer in 2019, Legacy Markforged agreed to issue warrants to the customer to purchase Series D convertible preferred stock that would vest upon the achievement of certain payment milestones. The warrants granted the customer the right to purchase up to 280,528 shares of the Company’s Series D convertible preferred stock at an exercise price of $ 0.0001 per share. As the customer remitted payment for goods purchased from the company under the development agreement, a pro-rata share of warrants vested. The warrants were set to expire on September 24, 2029 , but were completely vested and exercised as of the Closing. The Company accounted for the warrants issued to the customer as consideration payable to the customer and a reduction of revenue with a corresponding adjustment to convertible preferred stock. The Company accounted for the warrants that vested as a reduction to deferred revenue and a corresponding adjustment to convertible preferred stock. The value of the warrants was measured based on the grant date fair value. The grant date was considered to have occurred at the execution date of the development agreement. In accordance with the development agreement, 110,212 warrants vested during the year ended December 31, 2021. As a result, the Company recorded $ 0.6 million related to the warrants in the year ended December 31, 2021. There were no outstanding but unvested warrants remaining under the terms of the development agreement as of December 31, 2021. Private Placement Warrants and Public Warrants T he Private Placement Warrants were initially recognized as a liability on July 14, 2021 at a fair value of $ 5.7 million. The Private Placement Warrants were remeasured to a fair value of $ 0.6 million and $ 2.6 million as of December 31, 2022 and 2021, respectively. The Company recorded gains of $ 2.0 and $ 3.1 million for the years ended December 31, 2022 and 2021, which is included in change in fair value of derivative liabilities on the consolidated statements of operations. The Private Placement Warrants were valued using the following assumptions under the Binomial Lattice Model December 31, December 31, July 14, Market price of public stock $ 1.16 $ 5.37 $ 8.56 Exercise price $ 11.50 $ 11.50 $ 11.50 Expected term (years) 3.54 4.53 5.01 Volatility 177.0 % 56.0 % 39.1 % Risk-free interest rate 4.12 % 1.19 % 0.85 % Dividend rate 0.0 % 0.0 % 0.0 % The Public Warrants were recognized in stockholder’s equity at a fair value of $ 9.7 million on July 14, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The components of the Company’s profit (loss) before income taxes are as follows: Year Ended December 31, (in thousands) 2022 2021 Profit (loss) before income taxes: Domestic ( 24,673 ) $ 3,685 Foreign ( 1,133 ) 226 Total $ ( 25,806 ) $ 3,911 The components of the income tax expense (benefit) are as follows: Year Ended December 31, (in thousands) 2022 2021 Current Provision Federal $ — $ — State 3 1 Foreign 69 55 Total current provision 72 56 Deferred Provision Federal ( 136 ) — State ( 52 ) — Foreign ( 302 ) — Total deferred expense (benefit) ( 490 ) — Total income tax expense (benefit) $ ( 418 ) $ 56 The income tax expense (benefit) primarily relates to the release of certain domestic valuation allowance due to acquired deferred tax liabilities that was a source of income to support recognition of certain existing deferred tax assets as well as the benefit related to certain foreign losses. The overall effective tax rate differs from the statutory US federal tax rate as follows: Year Ended December 31, % of Pretax Profit (Loss) 2022 2021 Statutory US federal tax rate 21.00 % 21.00 % State income taxes, net of federal benefit 5.88 ( 51.05 ) Stock-based compensation ( 8.24 ) 26.08 Nondeductible expenses — 1.44 Global intangible low-taxed income — 1.17 Fair market value change in warrants and earn out liabilities 47.85 ( 337.50 ) Transaction costs ( 1.26 ) ( 25.85 ) Officer's compensation ( 0.69 ) 26.36 Research and development credits 32.93 ( 11.95 ) Valuation allowance ( 91.07 ) 356.34 Change in statutory tax rate ( 1.05 ) ( 3.26 ) Other ( 3.80 ) ( 1.39 ) Effective tax rate 1.55 % 1.39 % Significant components of the Company’s net deferred tax assets are as follows: December 31, (in thousands) 2022 2021 Deferred tax assets Lease liability $ 11,220 $ — Capitalized research and development costs 9,453 — Stock compensation 2,296 2,138 Reserves 824 647 Deferred revenue 778 577 Accrued expenses 509 369 Amortization 200 174 Deferred expenses — 446 Net operating losses 33,690 27,846 Research and development credits 12,260 3,717 Other credits 254 74 Gross deferred tax assets $ 71,484 $ 35,988 Less: Valuation allowance ( 59,514 ) ( 36,009 ) Deferred tax liabilities Right-of-use assets ( 10,599 ) — Acquired intangible assets ( 3,690 ) — Depreciation ( 464 ) 21 Net deferred tax assets $ ( 2,783 ) $ — As of December 31, 2022, the Company had federal net operating loss carryforwards of $ 15.0 million that are subject to expire at various dates between 2033 and 2037 , and net operating losses of $ 125.4 million, that have no expiration date and can be carried forward indefinitely but are limited in their usage to 80% of annual taxable income. As of December 31, 2022, the Company had state tax net operating loss carryforwards of $ 56.3 million, that are subject to expire at various dates between 2033 and 2041 . At December 31, 2022, the Company had federal and state research and development tax credit carryforwards of $ 8.4 million and $ 5.1 million, respectively, which begin to expire in 2030 . As of December 31, 2022, the Company had foreign net operating loss carryforwards of $ 0.8 million, which have an unlimited carryforward period and do not expire. The federal and state net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and similar state provisions, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. As of December 31, 2022, the Company has not completed a 382 study to assess whether a change of ownership has occurred since its formation. The Company conducted a study of its research and development credits which resulted in an adjustment and increase to its research and development credit carryforwards. Uncertain tax positions represent tax positions for which income tax reserves have been established. The Company’s policy is to record interest and penalties related to uncertain tax positions as part of income tax expense. Reserves for uncertain tax positions as of December 31, 2022 are not material and would not impact the effective tax rate if recognized due to the valuation allowance maintained against the Company’s net deferred tax assets. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. There are currently no pending income tax examinations. The Company is open to federal tax examination under statute from 2019 to present. The Company is open to tax examination in other jurisdictions from 2016 to present. Carryforward attributes from prior years may still be adjusted upon examination by federal, state and/or foreign tax authorities to the extent utilized in an open tax year or in future periods. As of December 31, 2022, the Company has not provided for deferred income taxes on unremitted earnings of its foreign subsidiaries since these earnings are indefinitely reinvested. Upon distribution of such earnings in the form of dividends or otherwise, the Company could be subject to taxes. The Company’s foreign unremitted earnings is not material and, as such, any taxes attributable to such unremitted earnings would not be material. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are primarily comprised of net operating losses and research and development credits. Management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets and, as a result, a valuation allowance of $ 59.5 million has been established at December 31, 2022. The following table presents the changes in the balance of the Company’s deferred income tax asset valuation allowance: Year Ended December 31, (in thousands) 2022 2021 Balance at beginning of year $ 36,009 $ 21,466 Additions charged to expense 23,505 14,543 Balance at end of year $ 59,514 $ 36,009 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 16. Leases In January 2017, the Company entered into a lease agreement for 32,000 rentable square feet of office space located at 85 School Street, Watertown, Massachusetts. The lease term, which commenced in June 2017, was set to expire August 1, 2023 . In August 2017, the Company entered into the First Amendment of the lease which extended the maturity date to January 31, 2024 . In November 2020, the Company entered into a lease agreement for 36,291 rentable square feet of office space on the 1st floor of the building located at 480 Pleasant Street, Watertown, Massachusetts. The lease term, which commenced in November 2020, is set to expire July 31, 2028 , with lease payments being made on a monthly basis. There is also an option to extend for 2 additional periods of 5 years , which is not reasonably certain to be exercised and therefore not included in the measurement of the lease. In March 2019, the Company entered into a lease agreement for 25,000 rentable square feet of office space in the building located at 900 Middlesex Turnpike, Billerica, Massachusetts. The lease term, which commenced in July 2019, was set to expire July 1, 2026 , with an option to extend for 2 additional periods of 5 years each , and required monthly payments. In December 2021, the Company entered into the First Amendment of the lease and expanded the office space by approximately 21,902 rentable square feet and extended the maturity date to May 31, 2029 (“Expansion Premises”). In July 2022, the Company entered into the Amended and Restated First Amendment to the lease which modified the lease commencement date to November 1, 2022, when the lease premises were made available to the Company. In addition, the lease expiration date of the original premises and expansion premises was amended to October 31, 2029. The annual base rent for the Expansion Premises per the lease agreement is approximately $ 0.4 million which will begin in June 2023, and is subject to annual increases of 3 % thereafter . The undiscounted future minimum rent obligation is approximately $ 2.5 million. In December 2021, the Company entered into a lease agreement for 120,681 rentable square feet of office space located at 60 Tower Road, Waltham, Massachusetts (the “Premises”). The lease term, which commenced April 1, 2022, is set to expire September 30, 2031 . At lease commencement, the classification and measurement of the lease was determined and recognized on the balance sheet. The annual base rent under the lease is approximately $ 4.8 million for the first lease year, with rent payments beginning July 2022 that are subject to fixed annual increases. The undiscounted future minimum rent obligation is approximately $ 49.3 million, and the discounted right of use asset and liability on the date of commencement, April 1, 2022, was $ 36.2 million. Per the lease agreement, the Company has provided a security deposit in the form of a letter of credit in the amount of approximately $ 0.8 million. This letter of credit is recorded as restricted cash within non-current other assets on the balance sheet. Rent expense under the Company’s operating lease agreements was $ 6.7 million and $ 2.5 million for the years ended December 31, 2022 and 2021, respectively. There were no financing, variable, or short term leases during the years ended December 31, 2022 and 2021. Future minimum lease payments under these agreements are as follows as of December 31, 2022: (in thousands) Amount 2023 $ 7,715 2024 7,580 2025 7,650 2026 7,777 2027 7,958 After 2027 23,825 Total future lease payments $ 62,505 Less: interest ( 13,875 ) Present value of lease liabilities $ 48,630 Year Ended December 31, 2022 Supplemental cash flow information: Cash payments for operating leases included in cash flows used in operating activities 5,849 December 31, 2022 Other lease information Weighted-average remaining lease term - Operating leases 7.9 years Weighted-average discount rate - Operating leases 6.4 % Future minimum lease payments under these agreements were as follows as of December 31, 2021: (in thousands) Amount 2022 $ 5,499 2023 8,314 2024 7,507 2025 7,594 2026 7,775 After 2026 31,412 Total future lease payments $ 68,101 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Minimum Commitment Arrangements The Company may enter into non-binding purchase agreements with suppliers to acquire inventory and other materials during the normal course of business. The Company did no t have any minimum purchase commitment arrangements. Legal Proceedings From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that address accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. In July 2021, Continuous Composites Inc. (“Continuous Composites”), a company based out of Idaho, brought a claim in the United States District Court for the District of Delaware against the Company regarding patent infringement. While the Company takes any claims of infringement seriously, Markforged believes that Continuous Composites’ claims are baseless and without merit. The Company intends to mount a vigorous defense against Continuous Composites in court. However, the Company can provide no assurance as to the outcome of any such disputes, and any such actions may result in judgments against Markforged for significant damages. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time. |
Net (Loss) Profit Per Share
Net (Loss) Profit Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Profit Per Share | Note 18. Net (Loss) Profit Per Share The Company computes basic net (loss) profit per share using net (loss) profit attributable to the Company’s common stockholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. Year Ended December 31, (in thousands, except per share amounts) 2022 2021 Numerator: Net (loss) profit $ ( 25,388 ) $ 3,855 Net (loss) profit attributable to common stockholders - Basic & Diluted ( 25,388 ) 3,855 Denominator: Weighted average shares outstanding - Basic 189,747,367 108,088,115 Add: Weighted average unvested options outstanding — 5,875,309 Add : Dilutive effect of restricted units issued — — Weighted average shares outstanding - Diluted 189,747,367 113,963,424 Net (loss) profit per common share: Basic $ ( 0.13 ) $ 0.04 Diluted ( 0.13 ) 0.03 For the year ended December 31, 2022, the Company was in a net loss position, thus the effect of potentially dilutive securities, including non-vested stock options, and warrants, was excluded from the denominator for the calculation of diluted net loss per share because the inclusion of such securities would be antidilutive. The following dilutive securities are excluded from the denominator : Year Ended 2022 2021 Unvested RSUs 11,040,595 4,337,556 Unvested option awards 11,922,334 — Warrants 8,524,984 8,524,984 Contingently issuable earnout shares 14,666,667 14,666,667 Total 46,154,580 27,529,207 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 19. Segment Information In the operation of the business, the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”) is the person responsible for making resource allocation decisions. Operating segments are components of the business for which the CODM regularly reviews discrete financial information. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company currently sells its product in the Americas, Europe, Middle East and Africa (“EMEA”), and Asia Pacific (“APAC”) markets. The Company measures revenue based on the physical location of where the customer who is receiving the promised goods or service is located. Disaggregated revenue data for those markets is as follows: Year Ended (in thousands) 2022 2021 Americas $ 46,638 $ 48,516 EMEA 30,185 25,592 APAC 24,135 17,113 Total $ 100,958 $ 91,221 Revenue generated from customers within the Company’s country of domicile, the United States, amounted to $ 43.8 million and $ 46.7 million for the years ended December 31, 2022 and 2021 , respectively. The Company’s long-lived assets are primarily located in the United States, where the Company’s headquarters and primary operations are located. Approximately 18 % of our long-lived assets are located in Sweden, where we perform research and development activities related to our binder-jetting technology. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with US GAAP. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reporting Currency | Reporting Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include allowance for doubtful accounts, reserve for excess and obsolete inventory, fair value of contingent earnout liability, fair value of earnout share awards, fair value of the private placement warrant liability, assumptions in revenue recognition, and valuation of intangibles and goodwill. The Company evaluates its estimates based on historical experience, current conditions, and various other assumptions that it believes are reasonable under the circumstances. |
Treasury Stock Policy | Treasury Stock Treasury stock is accounted for using the cost method, with the purchase price of the common stock separately recorded as a deduction from stockholders’ equity (deficit). We account for the retirement of treasury stock by deducting its par value from common stock and reflecting any excess of cost over par value as a deduction from additional paid-in capital in the consolidated balance sheets. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (‘‘ASC’’) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the new revenue recognition accounting standard, the Company performs the following five steps: • identifies the contract with a customer; • identifies the performance obligations in the contract; • determines the transaction price; • allocates the transaction price to the performance obligations in the contract; and • recognizes revenue when (or as) the entity satisfies a performance obligation. Our customer contracts include multiple products and services. We are required to perform allocations of the contract value to the products and services deemed to be distinct performance obligations by US GAAP in order to recognize revenue at the appropriate time. These allocations are based on a relative standalone selling price methodology, which requires us to determine the standalone selling price for each performance obligation. We utilize selling prices from standalone sales of the product or service when available. However, certain products are not sold on a standalone basis or do not have a sufficient history of standalone sales and we are required to estimate the standalone selling price for the purposes of our allocation. We utilize market information, historical selling practices, and other available information to produce as accurate an estimate as possible. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments including money market funds, treasury securities, and commercial paper with original maturities of 90 days or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash represents cash and cash equivalents that are restricted to withdrawal or use as of the reporting date. Restricted cash as of December 31, 2022 relates to deposits to secure letters of credit. The deposits are related to contracts that have a remaining term greater than twelve months, thus this cash is included in other noncurrent assets. There was no restricted cash as of December 31, 2021. |
Short-term Investments | Short-Term Investments The Company invests its excess cash in fixed income instruments denominated and payable in U.S. dollars including U.S. treasury securities, commercial paper, corporate bonds and asset-backed securities in accordance with the Company’s investment policy that primarily seeks to maintain adequate liquidity and preserve capital. Investments in marketable securities are recorded at fair value, and unrealized gains and losses are reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations. Realized gains and losses and declines in the value of securities attributable to actual or expected losses are included in other income (expense), net in the consolidated statements of operations. All investments in marketable securities mature within one year. The Company’s cash equivalents and short-term investments are invested in the following: December 31, 2022 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 119,721 $ — $ — $ 119,721 Commercial paper 3,077 — — 3,077 Total cash equivalents 122,798 — — 122,798 Government bonds 21,719 51 — 21,770 Commercial paper 12,568 1 — 12,569 Corporate bonds 3,927 — — 3,927 Asset-backed securities 2,921 — ( 1 ) 2,920 U.S. Treasury bills 2,447 3 — 2,450 Total short-term investments $ 43,582 $ 55 $ ( 1 ) $ 43,636 Total cash equivalents and short-term investments 166,380 55 ( 1 ) 166,434 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based on management’s assessment of the collectability of the accounts receivable which considers historical write-off experience and any specific risks identified in customer collection matters. The following presents the changes in the balance of the Company’s allowance for doubtful accounts: Year Ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 1,021 $ 1,070 Additions 1,435 709 Write – offs ( 7 ) ( 312 ) Recoveries ( 890 ) ( 446 ) Balance at end of period $ 1,559 $ 1,021 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation: December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 119,721 — — $ 119,721 Short-term investments included in cash and cash equivalents — 3,077 3,077 Total cash and cash equivalents $ 119,721 $ 3,077 $ — $ 122,798 Government bonds — 21,770 — 21,770 Commercial paper — 12,569 — 12,569 Corporate bonds — 3,927 — 3,927 Asset-backed securities — 2,920 — 2,920 U.S. Treasury bills 2,450 — — 2,450 Total assets $ 122,171 $ 44,263 $ — $ 166,434 Liabilities: Contingent earnout liability $ — $ — $ 2,415 $ 2,415 Private placement warrant liability — — 661 661 Teton acquisition contingent earnout liability — — 602 602 Total liabilities $ — $ — $ 3,678 $ 3,678 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 286,890 $ — $ — 286,890 Total assets $ 286,890 $ — $ — $ 286,890 Liabilities: Contingent earnout liability — — 59,722 59,722 Private placement warrant liability — — 2,646 2,646 Total liabilities $ — $ — $ 62,368 $ 62,368 The Company remeasures its SVB Common Stock Warrants (as defined below) and Private Placement Warrants (as defined below) at fair value at each reporting period using Level 3 inputs via the Black-Scholes option-pricing model and Binomial Lattice Model, respectively. The valuation of the earnout shares is based on a Monte Carlo simulation. The significant assumptions used in preparing the above models are disclosed in Note 14 Stock Warrants and Note 13 Earnout. The Teton Software Simulation ("Teton") contingent earnout is related to development and business milestone metrics estimated using a scenario-based approach discussed in Note 3, Contingent Earnout Liability. The Teton development milestone was met and settled in 2022. All Silicon Valley Bank ("SVB") warrants were exercised in June 2021. There were no transfers between levels during the periods presented. (in thousands) Contingent Earnout Liability Private Placement Warrant Liability SVB Warrant Liability Teton Acquisition Contingent Earnout Liability Total Other Liabilities Fair Value as of December 31, 2020 $ — $ — $ 545 $ — $ 545 Recognition of liability acquired as part of the Merger 123,129 5,702 — — 128,831 Change in fair value ( 63,407 ) ( 3,056 ) 1,251 — ( 65,212 ) Exercise of common stock warrants — — ( 1,796 ) — ( 1,796 ) Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ — $ 62,368 Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ — $ 62,368 Recognition of liability acquired as part of acquisitions $ — $ — $ — $ 1,602 $ 1,602 Change in fair value ( 57,307 ) ( 1,985 ) — 500 ( 58,792 ) Settlement of liability acquired as part of acquisitions — — — ( 1,500 ) ( 1,500 ) Fair Value as of December 31, 2022 $ 2,415 $ 661 $ — $ 602 $ 3,678 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents held on deposit at one financial institution and accounts receivable. The Company does not require collateral from customers for amounts owed. As of and for the year ended December 31, 2022 , one customer represented greater than 10 % of the accounts receivable balance and total revenue. There was one customer representing greater than 10 % of the accounts receivable balance as of December 31, 2021 , and no one customer represented more than 10 % of total revenue for the year ended December 31, 2021. Historically, the Company has not experienced any significant credit loss related to any individual customer. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of net profit or loss. Repairs and maintenance costs are expensed as incurred. The cost of property and equipment is depreciated based upon the following asset lives: Asset Classification Estimated Useful Life Machinery and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Computer equipment 3 years Computer software 3 years Furniture and fixtures 3 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant reassessment or that the carrying value of these assets may not be recoverable. When a triggering event is identified, management assesses the recoverability of the asset group, which is the lowest level where identifiable cash flows are largely independent, by comparing the expected undiscounted cash flows of the asset group to the carrying value. When the carrying value is not recoverable and an impairment is determined to exist, the asset group is written down to fair value. The Company did not identify any triggering events or record any impairment during the years ended December 31, 2022 and 2021 . |
Inventory | Inventory Inventory is stated at lower of cost and net realizable value. Cost is based on a standard costing system which approximates the cost on a first in, first out method. The Company regularly reviews inventory for excess and obsolescence and records a provision to write down inventory to its net realizable value when carrying value is in excess of this value. The costs include materials, labor, and manufacturing overhead that relate to the acquisition of raw materials and production into finished goods. The net realizable value considers our intent and ability to utilize the inventory prior to perishing as well as the estimated selling price and costs of completion and sale. We regularly review our inventory on hand, product development plans, and sales forecasts to identify carrying values in excess of net realizable value. |
Cost of Revenue | Cost of Revenue Cost of revenue is primarily comprised of cost of product and software subscriptions, maintenance services, personnel-related costs, third party logistics, warranty and maintenance fulfillment costs, and overhead. For the production of consumables, the Company utilizes its internal manufacturing facilities and personnel, while for the production of the Company’s additive manufacturing hardware, third party manufacturers are utilized. For internally manufactured products, the cost of revenue includes raw material, labor conversion costs, and overhead related to the manufacturing operations, inclusive of associated depreciation. Cost of revenue for maintenance services is comprised of costs associated with the Company’s customer success teams’ provision of remote and on-site support services to customers in addition to the cost of replacement parts. The Company’s cost of revenue also includes indirect costs of providing products and services to its customers. These indirect costs consist primarily of estimates for excess and obsolete inventory, warranty, and stock-based compensation. |
Research and Development | Research and Development The Company expenses all research and development costs as incurred. These costs consist mainly of employee compensation and other personnel-related costs, product prototypes, facility costs, as well as engineering services |
Sales And Marketing | Sales and Marketing Sales and marketing costs are expensed as incurred and are primarily comprised of personnel-related costs for the Company’s sales and marketing departments, costs related to sales commissions, trades shows, facilities costs, as well as advertising and other demand generating services. Sales and marketing expenses includes advertising costs of $ 4.1 million and $ 6.0 million during 2022 and 2021 , respectively. |
Shipping and Handling Costs | Shipping and Handling Costs The Company recognizes shipping and handling costs in cost of revenue within the consolidated statements of operations. When shipping and handling services are provided subsequent to the point in time control is transferred, the Company accounts for the shipping and handling services as a fulfillment activity and accrues the related costs. |
Stock Based Compensation | Stock-Based Compensation The Company recognizes expense for stock-based compensation awards based on the estimated fair value of the award on the date of grant, which is amortized on a straight-line basis over the employee’s or director’s requisite service period for service based awards, generally the vesting period of the award. Awards containing market and/or performance conditions are recognized using the graded vesting method, which is an accelerated expense attribution method. The Company used the Black-Scholes pricing model to estimate the fair value of options on the date of grant. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The Company grants stock options and restricted stock units at exercise prices determined equal to the fair value of common stock on the date of the grant, as determined by the Board of Directors. The fair value of the Company’s common stock at each measurement date prior to the merger was based on a number of factors, including the results of third-party valuations, the Company’s historical financial performance, and observable arms-length sales of the Company’s capital stock including convertible preferred stock, and the prospects of a liquidity event, among other inputs. The computation of expected option life is based on an average of the vesting term and the maximum contractual life of the Company’s stock options, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company estimates an expected forfeiture rate for stock options, which is factored into the determination of stock-based compensation expense. The volatility assumption is based on the historical and implied volatility of the Company’s peer group with similar business models. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield percentage is zero because the Company does not currently pay dividends nor does the Company intend to do so in the future. These estimates involve inherent uncertainties and the use of different assumptions may have resulted in stock-based compensation expense that was different from the amounts recorded. |
Warranty Reserves | Warranty Reserves Substantially all of the Company’s hardware products are covered by a standard assurance warranty of one year. In the event of a failure of a product covered by this warranty, the Company may repair or replace the product, at its option. The Company’s warranty reserve reflects estimated material and labor costs for potential or actual product issues for which the Company expects to incur an obligation. The Company periodically assesses the appropriateness of the warranty reserve and adjusts the amount as necessary. If the data used to calculate the appropriateness of the warranty reserve are not indicative of future requirements, additional or reduced warranty reserves may be necessary. Warranty reserves are included within accrued expenses on the consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Year Ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 658 $ 564 Additions to warranty reserve 812 529 Claims fulfilled ( 850 ) ( 435 ) Balance at end of period $ 620 $ 658 Warranty reserve is recorded through cost of revenue in the consolidated statements of operations. |
Warrants | Warrants Warrants to purchase the Company’s common stock issued in conjunction with the Company’s former term loan facility debt were recorded as a liability and classified as other liabilities on the consolidated balance sheet as of December 31, 2020. The change in the fair value is recognized in other expense in the consolidated statements of operations. Warrants to purchase the Company’s Series D convertible preferred stock issued in conjunction with a customer contract were recorded as additional Series D convertible preferred stock and classified as mezzanine equity on the consolidated balance sheet as of December 31, 2020. |
Common Stock | Common Stock The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). Dividends may be declared and paid on common stock from funds lawfully available as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding preferred stock. Through the year ended December 31, 2022 , no dividends had been declared. |
Profit (Loss) Per Share | Profit (Loss) Per Share Basic profit (loss) per common share is calculated by dividing net (loss) profit attributable to common stockholders, less any participating dividends, by the weighted average number of common shares outstanding during the applicable period. Diluted profit (loss) per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive . See Note 18 for further information. |
Income Tax | Income Taxes The Company files U.S. federal and state tax returns where applicable. The non-U.S. subsidiaries file income tax returns in their respective jurisdictions. The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets or liabilities for the expected future tax consequences based on the differences between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate, in effect when the differences are expected to reverse. Valuation allowances are provided, if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities, and any valuation allowance recorded against those net deferred tax assets. The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. |
Loss Contingencies | Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. |
Common Stock Warrant Liabilities | Common St ock Warrant Liabilities The Company assumed 5,374,984 publicly-traded warrants (“Public Warrants”) and 3,150,000 private placement warrants originally issued by AONE (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with AONE’s initial public offering and subsequent overallotment and entitle the holder to purchase one share of the Common Stock at an exercise price of $ 11.50 per share. The Common Stock Warrants became exercisable the later of 30 days after the Company completed the Merger or 12 months from the closing of AONE’s initial public offering, but can be terminated on the earlier of 5 years after the Merger, liquidation of the Company, or the Redemption Date as determined by the Company. During the years ended December 31, 2022 and 2021 , no Public Warrants or Private Placement Warrants were exercised. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur which would permit a cashless exercise, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public Warrants and Private Placement Warrants and concluded that the Private Placement Warrants do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision that, if applied, could result in a different settlement value for the Private Placement Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” As the Private Placement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date as part of change in fair value of derivative liabilities, as described in Note 14. The provisions referenced above are not applicable to the Public Warrants which do not have differing settlement provisions based on the warrant holder. The Public Warrants are not precluded from being considered indexed to the Company’s stock and were recognized at fair value in stockholders’ equity on the closing of the Merger. |
Contingent Earnout Liability | Contingent Earnout Liability In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, A-Star, the sponsor of AONE (the "Sponsor") surrendered 2,610,000 shares ("Sponsor Earnout Shares") and eligible Markforged equity holders were entitled to receive as additional merger consideration 14,666,667 shares of the Company’s Common Stock ("Markforged Earnout Shares") upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 13). The contingent obligations to issue Markforged Earnout Shares in respect of Markforged common stock and release from lock-up Sponsor Earnout Shares, are accounted for as liability classified instruments in accordance with Accounting Standards Codification Topic 815-40, as the Earnout Triggering Events that determine the number of Sponsor and Markforged Earnout Shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of common stock of Markforged. The liability was recognized at the reverse recapitalization date and is subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations. Markforged Earnout Shares issuable to employees with vested equity awards and Earnout RSUs (as described in the Merger Agreement) issuable to employees with unvested equity awards are considered a separate unit of account from the Markforged Earnout Shares issuable in respect of Markforged common stock and are accounted for as equity classified stock compensation. The Earnout Shares issuable to employees with vested equity awards are fully vested upon issuance, thus there is no requisite service period and the value of these shares is recognized as a one-time stock compensation expense for the grant date fair value. Earnout RSUs are contingent upon an employee completing a service vesting condition, and as such, reflect a transaction in which the Company acquires employee services by offering to issue its shares, the amount of which is based in part on the Company’s share price. Expense related to Earnout RSUs is recognized using graded vesting over the requisite service period for the Earnout RSUs. The estimated fair values of the Sponsor Earnout Shares, Markforged Earnout Shares, and Earnout RSUs were determined by using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the five-year Earnout Period as defined in Note 13. The preliminary estimated fair values of Sponsor Earnout Shares, Markforged Earnout Shares, and Earnout RSUs were determined using the most reliable information available, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The contingent earnout liability is categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. Teton Software Simulation Contingent Earnout Contingent consideration represents potential future payments that the Company may be required to pay in the event negotiated milestones are met in connection with a business acquisition. Contingent consideration is recorded as a liability at the date of acquisition at fair value. The fair value of contingent consideration related to the development milestone and business milestone metrics is estimated using a scenario-based income approach that uses several possible future scenarios. Under this approach, the value of the milestone payment is calculated as the probability-weighted payment across all scenarios. Significant increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of the milestones could result in a significantly higher or lower fair value of the contingent consideration liability. The fair value of the contingent consideration at each reporting date is updated by reflecting the changes in fair value in the Company’s consolidated statements of operations. See Note 4 for additional information. |
Leases | Leases Prior to January 1, 2022, the Company accounted for leases in accordance with FASB Accounting Standards Codification (“ASC”) ASC 840, Leases. At lease inception, the Company determined if an arrangement was an operating or capital lease. For operating leases, the Company recognized rent expense, inclusive of rent escalations, on a straight-line basis over the lease term. Effective on January 1, 2022, the Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). In accordance with ASC 842, the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a right-of-use (“ROU”) asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. The Company has elected to not recognize leases with a lease term of 12 months or less on the balance sheet and will recognize lease payments for such short-term leases as an expense on a straight-line basis over the lease term. The Company enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. For leases of real estate, the Company combines the lease and associated non-lease components in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease if readily determinable. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate based upon the available information at the lease commencement date. ROU assets are further adjusted for initial direct costs, prepaid rent, or incentives received. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term. Finance lease payments are bifurcated into (i) a portion that is recorded as interest expense and (ii) a portion that reduces the finance liability associated with the lease. The Company did no t have any finance leases as of the date of adoption or during the year ended December 31, 2022 . |
Business Combinations | Business Combinations The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The Company generally values the identifiable intangible assets acquired using a discounted cash flow model. The significant estimates used in valuing certain of the intangible assets, include, but are not limited to future expected cash flows of the asset, discount rates to determine the present value of the future cash flows and expected technology life cycles. Intangible assets are amortized over their estimated useful life; the period over which the Company anticipates generating economic benefit from the asset. Fair value adjustments subsequent to the acquisition date, that are not measurement period adjustments, are recognized in earnings. |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that is not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill. Goodwill is not amortized but is tested for impairment at least annually, or as circumstances indicate that the carrying value of the asset may not be recoverable through future operations. To assess if goodwill is impaired, the Company will perform a qualitative assessment to determine whether further impairment testing is necessary. We review goodwill for impairment utilizing either a qualitative assessment or a quantitative goodwill impairment test. If we choose to perform a qualitative assessment and we determine that the fair value of the reporting unit more likely than not exceeds the carrying value, no further evaluation is necessary. When we perform the quantitative goodwill impairment test, we determine fair value using accepted valuation techniques, specifically, the discounted cash flow and the guideline public company methods, which are weighted 75 % and 25 %, respectively. The fair value of the reporting unit is compared to the carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, we do not consider the goodwill impaired. If the carrying value is higher than the fair value, we recognize the difference as an impairment loss. A quantitative goodwill impairment testing process requires valuation of the respective reporting unit, which we primarily determine using an income approach based on a discounted five year forecasted cash flow including a terminal value. We compute the terminal value using the constant growth method, which values the forecasted cash flows in perpetuity. The assumptions about future cash flows and growth rates are based on the respective reporting unit's long-term forecast and are subject to review and approval by senior management. A reporting unit's discount rate is a significant assumption and is a risk-adjusted weighted average cost of capital, which we believe approximates the rate from a market participant's perspective. The estimated fair value could be impacted by changes in market conditions and various other assumptions, however we consider the discount rate assumption to be the key assumption. We categorize the fair value determination as Level 3 in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs. |
Intangible Assets | Intangible Assets Intangible assets consist of identifiable intangible assets acquired, specifically, developed technology, customer relationships, and trade names. The Company evaluates definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through future operations. If indicators of impairment are present, the Company then compares the estimated undiscounted cash flows that the specific asset is expected to generate to its carrying value. If such assets are impaired, the impairment recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. To date, there have been no impairments of intangible assets. Intangible assets are amortized over their useful life. |
Capitalized Software | Capitalized Software The Company capitalizes qualifying internal-use software development costs, primarily related to its cloud platform. The costs consist of personnel costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed, and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. As of December 31, 2022, capitalized software costs were $ 0.5 million and included in other current assets on the balance sheet. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. The capitalized costs are amortized on a straight-line basis over the estimated useful life of the asset, which is typically 3 years. For the year ended December 31, 2022, amortization expense for capitalized software was $ 10 thousand recorded to cost of revenue. |
Foreign Currency Translation | Foreign Currency Translation The assets and liabilities of our subsidiary, Digital Metal AB (“Digital Metal”), are translated from its functional currency (Swedish Krona) to U.S. dollars at the exchange rate in effect at the end of the quarter, and the consolidated statements of operations are translated at the average exchange rate each month. Transactions in foreign currencies are recorded at the approximate rate of exchange at the transaction date. All such differences are recorded in Other expense, net in the consolidated statements of operations. Assets and liabilities resulting from these transactions are translated at the rate of exchange in effect at the balance sheet date. Differences are recorded in other comprehensive income (loss). |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company follows the requirements of ASC 220, Income Statement - Reporting Comprehensive Income, for the reporting and presentation of comprehensive income (loss) and its components. The guidance requires unrealized gains or losses on the Company's foreign currency translation adjustments to be included in other comprehensive income (loss). |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“the JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as private companies, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as private companies. In February 2016, the FASB issued ASU No. 2016-02, Leases , as subsequently amended (collectively, “ASC 842”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors), and replaces the existing guidance in ASC 840, Leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine the recognition pattern of lease expense over the term of the lease. In addition, a lessee is required to record (i) a right-of-use asset and a lease liability on its balance sheet for all leases with accounting lease terms of more than 12 months regardless of whether it is an operating or financing lease and (ii) lease expense in its consolidated statement of operations for operating leases and amortization and interest expense in its consolidated statement of operations for financing leases. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under ASC 840. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), which added an optional transition method that allows companies to adopt the standard as of the beginning of the year of adoption as opposed to the earliest comparative period presented. This guidance is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted. The Company adopted ASC 842 during the quarter ended March 31, 2022, with an effective date of January 1, 2022, using the modified retrospective transition approach which uses the effective date as the date of initial application. As a result, prior periods are presented in accordance with the previous guidance in ASC 840. The Company has elected to apply the package of practical expedients requiring no reassessment of whether any expired or existing contracts are or contain leases, the lease classification of any expired or existing leases, or the capitalization of initial direct costs for any existing leases. Upon its adoption of ASC 842 on January 1, 2022, the Company recognized operating lease right-of-use assets and related operating lease liabilities, which increased the Company’s total assets and total liabilities by $ 12.2 million and $ 14.0 million, respectively. The adoption of ASC 842 did not have a material impact on the Company’s consolidated statements of operations or statement of cash flows and did not impact retained earnings. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires immediate recognition of expected credit losses for financial assets carried at amortized cost, including trade and other receivables, loans and commitments, held-to-maturity debt securities and other financial assets, held at the reporting date to be measured based on historical experience, current conditions and reasonable supportable forecasts. The new credit loss model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. These changes become effective for the Company on January 1, 2023. The adoption of ASU 2016-13 will not have a material impact on the consolidated financial statements. |
Merger and Reverse Recapitaliza
Merger and Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Merger and Reverse Recapitalization [Abstract] | |
Schedule of Common Stock Issued Following Consummation of Merger | The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of one, outstanding prior to Merger (1) 26,875,000 Less redemption of one Class A shares subject to possible ( 6,418,667 ) Common stock of one 20,456,333 Shares issued in PIPE 21,000,000 Merger and PIPE financing shares (2) 41,456,333 Legacy Markforged shares (3) 143,795,504 Total shares of common stock immediately after Merger 185,251,837 (1) Includes AONE Class A shareholders 15,081,333 , and AONE Class B shareholders 5,375,000 (2) This includes 2,610,000 contingently forfeitable Sponsor Shares pending the occurrence of the Sponsor Earnout Triggering Event (3) The number of Legacy Markforged shares was determined from the 151,005,831 shares of Legacy Markforged common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Cash Equivalents and Short-term Investments | The Company’s cash equivalents and short-term investments are invested in the following: December 31, 2022 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 119,721 $ — $ — $ 119,721 Commercial paper 3,077 — — 3,077 Total cash equivalents 122,798 — — 122,798 Government bonds 21,719 51 — 21,770 Commercial paper 12,568 1 — 12,569 Corporate bonds 3,927 — — 3,927 Asset-backed securities 2,921 — ( 1 ) 2,920 U.S. Treasury bills 2,447 3 — 2,450 Total short-term investments $ 43,582 $ 55 $ ( 1 ) $ 43,636 Total cash equivalents and short-term investments 166,380 55 ( 1 ) 166,434 |
Summary of Allowance For Doubtful Accounts | The following presents the changes in the balance of the Company’s allowance for doubtful accounts: Year Ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 1,021 $ 1,070 Additions 1,435 709 Write – offs ( 7 ) ( 312 ) Recoveries ( 890 ) ( 446 ) Balance at end of period $ 1,559 $ 1,021 |
Summary of Fair Value Hierarchy of The Valuation | The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation: December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 119,721 — — $ 119,721 Short-term investments included in cash and cash equivalents — 3,077 3,077 Total cash and cash equivalents $ 119,721 $ 3,077 $ — $ 122,798 Government bonds — 21,770 — 21,770 Commercial paper — 12,569 — 12,569 Corporate bonds — 3,927 — 3,927 Asset-backed securities — 2,920 — 2,920 U.S. Treasury bills 2,450 — — 2,450 Total assets $ 122,171 $ 44,263 $ — $ 166,434 Liabilities: Contingent earnout liability $ — $ — $ 2,415 $ 2,415 Private placement warrant liability — — 661 661 Teton acquisition contingent earnout liability — — 602 602 Total liabilities $ — $ — $ 3,678 $ 3,678 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 286,890 $ — $ — 286,890 Total assets $ 286,890 $ — $ — $ 286,890 Liabilities: Contingent earnout liability — — 59,722 59,722 Private placement warrant liability — — 2,646 2,646 Total liabilities $ — $ — $ 62,368 $ 62,368 |
Summary of Changes in Fair Value of the Derivative Warrant Liabilities | The Company remeasures its SVB Common Stock Warrants (as defined below) and Private Placement Warrants (as defined below) at fair value at each reporting period using Level 3 inputs via the Black-Scholes option-pricing model and Binomial Lattice Model, respectively. The valuation of the earnout shares is based on a Monte Carlo simulation. The significant assumptions used in preparing the above models are disclosed in Note 14 Stock Warrants and Note 13 Earnout. The Teton Software Simulation ("Teton") contingent earnout is related to development and business milestone metrics estimated using a scenario-based approach discussed in Note 3, Contingent Earnout Liability. The Teton development milestone was met and settled in 2022. All Silicon Valley Bank ("SVB") warrants were exercised in June 2021. There were no transfers between levels during the periods presented. (in thousands) Contingent Earnout Liability Private Placement Warrant Liability SVB Warrant Liability Teton Acquisition Contingent Earnout Liability Total Other Liabilities Fair Value as of December 31, 2020 $ — $ — $ 545 $ — $ 545 Recognition of liability acquired as part of the Merger 123,129 5,702 — — 128,831 Change in fair value ( 63,407 ) ( 3,056 ) 1,251 — ( 65,212 ) Exercise of common stock warrants — — ( 1,796 ) — ( 1,796 ) Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ — $ 62,368 Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ — $ 62,368 Recognition of liability acquired as part of acquisitions $ — $ — $ — $ 1,602 $ 1,602 Change in fair value ( 57,307 ) ( 1,985 ) — 500 ( 58,792 ) Settlement of liability acquired as part of acquisitions — — — ( 1,500 ) ( 1,500 ) Fair Value as of December 31, 2022 $ 2,415 $ 661 $ — $ 602 $ 3,678 |
Summary of Property and Equipment Depreciated | The cost of property and equipment is depreciated based upon the following asset lives: Asset Classification Estimated Useful Life Machinery and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Computer equipment 3 years Computer software 3 years Furniture and fixtures 3 years |
Summary of Balance of The Company's Warranty Reserve | Warranty reserves are included within accrued expenses on the consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Year Ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 658 $ 564 Additions to warranty reserve 812 529 Claims fulfilled ( 850 ) ( 435 ) Balance at end of period $ 620 $ 658 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Estimated useful lives of the identifiable intangible assets acquired | The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Useful Life Acquired technology $ 14,580 20 years Customer relationships 560 9 years Trade names 90 1 year |
Schedule of unaudited pro forma financial information | The following unaudited pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisition of Digital Metal had occurred on January 1, 2021: Years Ended December 31, (Unaudited) 2022 2021 Net revenues $ 102,739 $ 95,097 Net (loss) profit ( 27,863 ) 3,858 |
Teton Simulation Software | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Fair value of consideration transferred: Cash consideration $ 2,635 Equity consideration 2,354 Development milestone earnout fair value 1,020 Business milestone earnout fair value 582 Total consideration transferred $ 6,591 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): Fair value of assets acquired: At April 4, 2022 Cash and cash equivalents $ 383 Accounts receivable 5 Other assets 17 Intangible assets 2,220 Goodwill 4,711 Assets acquired: $ 7,336 Fair value of liabilities assumed: Customer payable - cancelled contracts $ 38 Accrued Expense for pre-acquisition expenses 231 Accrued Expense for grant repayment 240 Deferred tax liability 236 Liabilities acquired: $ 745 |
Digital Metal | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Fair value of consideration transferred: Cash consideration $ 33,500 Equity consideration 9,840 Total consideration transferred $ 43,340 |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): Fair value of assets acquired: At August 31, 2022 Cash and cash equivalents $ 579 Accounts receivable, net 535 Inventory 2,470 Prepaid and other assets 265 Fixed assets 2,755 Right-of-use asset 205 Intangible assets 15,230 Goodwill 25,770 Assets acquired: $ 47,809 Fair value of liabilities assumed: Accounts payable and accrued expenses $ 873 Lease liability – short term 67 Deferred revenue 392 Deferred tax liability 3,005 Lease liability – long term 132 Liabilities acquired: $ 4,469 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Company's Revenue Based on Nature of Products and Services | The following table disaggregates the Company’s revenue based on the nature of the products and services: Year Ended December 31, (in thousands) 2022 2021 Hardware $ 69,112 $ 64,974 Consumables 23,423 19,567 Services 8,423 6,680 Total Revenue $ 100,958 $ 91,221 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: (in thousands) December 31, December 31, Machinery and equipment $ 9,954 $ 6,091 Leasehold improvements 2,432 2,262 Computer equipment 3,532 1,764 Furniture and fixtures 429 367 Computer software 231 250 Construction in process 9,026 1,741 Property and equipment, gross 25,604 12,475 Less: Accumulated depreciation ( 7,306 ) ( 6,126 ) Property and equipment, net $ 18,298 $ 6,349 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of the following: (in thousands) December 31, December 31, Raw material $ 4,582 $ 853 Work in process 175 77 Finished goods 21,652 9,447 Total inventory $ 26,409 $ 10,377 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | The following tables summarize the Company’s goodwill and intangible assets, all of which are related to the acquisitions of Teton Simulation Software in April 2022 and Digital Metal AB in August 2022 (in thousands): (in thousands) Goodwill December 31, 2021 $ — Acquisition of Teton Simulation Software 4,711 Acquisition of Digital Metal 25,770 Foreign currency translation 635 December 31, 2022 $ 31,116 . Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Book Value Acquired technology 7 - 20 years $ 16,800 $ ( 97 ) $ 16,703 Customer relationships 9 years 560 ( 19 ) 541 Trade names 1 year 90 ( 27 ) 63 Foreign currency translation 322 ( 3 ) 319 Intangible Assets, net $ 17,772 $ ( 146 ) $ 17,626 |
Summary of amortization expense for amortizable assets | The estimated future amortization expense for amortizable assets to be recognized is as follows as of December 31, 2022 (in thousands): 2023 $ 1,002 2024 1,491 2025 2,020 2026 2,223 2027 1,975 Thereafter 8,915 Total $ 17,626 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | The following table summarizes the Company’s components of accrued expenses: (in thousands) December 31, December 31, Warranty reserve $ 620 $ 658 Compensation, benefits, and expenses 4,451 4,360 Professional services 3,166 1,725 Marketing and advertising 279 122 Teton acquisition holdback liability 250 — Accrued taxes 392 149 Other 505 397 Total accrued expense $ 9,663 $ 7,411 |
Convertible Preferred Stock, _2
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Convertible Preferred Stock Authorized, Issued and Outstanding | The following table summarizes details of convertible preferred stock authorized, issued and outstanding as of December 31, 2020. The Company has retroactively adjusted the shares issued and outstanding prior to July 14, 2021 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were converted: December 31, 2020 (in thousands, except for share counts) Shares Shares Issued Issuance Net Liquidation Series Seed 18,233,848 17,062,642 $ 0.0649 $ 1,107 $ 1,107 Series A 28,725,920 27,354,298 0.3107 8,437 8,500 Series B 34,391,480 32,749,335 0.4635 15,096 15,180 Series C 14,468,290 13,777,449 2.1775 29,881 30,000 Series D 17,599,646 16,649,077 4.9906 82,976 83,089 Total convertible preferred stock 113,419,184 107,592,801 $ 137,497 $ 137,876 |
Summary of Common Stock Reserved for Future Issuance | The Company has reserved the following shares of common stock for future issuance: December 31, December 31, Common stock options outstanding and unvested RSU 22,962,929 20,267,035 Shares available for issuance under the 2021 plan 24,568,036 21,502,768 Common stock warrants outstanding 8,525,000 8,525,000 Shares available for issuance as Earnout RSU 1,400,000 1,400,000 Employee stock purchase plan 6,559,930 4,700,000 Total shares of authorized common stock reserved 64,015,895 56,394,803 |
Equity Based Awards (Tables)
Equity Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Option activity under the 2021 Plan for the year ended December 31, 2022 is as follows: Number of Weighted- Weighted- Outstanding at December 31, 2021 15,929,479 $ 1.91 7.89 Granted — — Exercised ( 1,997,314 ) 1.11 Forfeited ( 2,009,831 ) 2.14 Outstanding at December 31, 2022 11,922,334 $ 2.00 6.99 Options exercisable at December 31, 2022 8,349,722 $ 1.93 6.80 |
Summary of Additional information Regarding Exercise of Stock Options | Additional information regarding the exercise of stock options is as follows: Year Ended December 31, (in thousands, except weighted average) 2022 2021 Intrinsic value of options exercised $ 3,525 $ 17,614 |
Summary of Restricted Stock Units Activity | The following table summarizes the RSU activity for the year ended December 31, 2022: Number of Weighted- Outstanding at December 31, 2021 4,337,556 $ 9.12 Granted 10,122,983 2.45 Vested ( 1,771,725 ) 7.12 Forfeited ( 1,648,219 ) 5.02 Unvested at December 31, 2022 11,040,595 $ 3.94 |
Summary of Recognized Stock-based Compensation Expense | Year Ended December 31, (in thousands) 2022 2021 Stock options $ 3,493 $ 4,456 Restricted stock units 13,114 7,425 Stock-based compensation expense for restricted stock units and options $ 16,607 $ 11,881 |
Summary Of Stock-based Compensation Based On Awards Granted | The stock-based compensation expense for stock-based awards and earnout shares was recognized in the following captions within the consolidated statements of operations: Year Ended December 31, (in thousands) 2022 2021 Cost of revenue $ 354 $ 515 Sales and marketing 2,158 2,395 Research and development 4,584 4,614 General and administrative 11,113 11,406 Total stock-based compensation expense $ 18,209 $ 18,930 |
Earnout (Tables)
Earnout (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Number of Earnout Shares Allocated to Unit of Account | The following table summarizes the number of Earnout Shares allocated to each unit of account as o f December 31, 2022: Triggering Event I Earnout Shares Triggering Event II Earnout Shares Derivative liability 7,276,718 6,063,928 Stock compensation 723,282 602,739 Total Earnout Shares 8,000,000 6,666,667 |
Assumptions Used In The Valuation | The following table describes the assumptions used in the valuation: December 31, December 31, July 14, 2022 2021 2021 Current stock price $ 1.16 $ 5.37 $ 8.56 Expected volatility 65.00 % 70.00 % 70.00 % Risk-free interest rate 4.12 % 1.19 % 0.85 % Dividend rate — % — % — % Expected term (years) 3.54 4.54 5.00 |
Other lease information (Tables
Other lease information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases, Operating [Abstract] | |
Schedule of Other Information Related to Operating Leases | December 31, 2022 Other lease information Weighted-average remaining lease term - Operating leases 7.9 years Weighted-average discount rate - Operating leases 6.4 % |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Subsidiary Sale Of Stock [Line Items] | |
Summary of Black- Scholes model using the following inputs | The inputs below correspond to June 10, 2021, the date of exercise: June 10, Expected (remaining) option term (in years) 3.69 Expected volatility% 65.0 % Risk-free interest rate% 0.45 % Expected dividend yield% 0 % Fair value of common stock (per share) $ 9.51 |
Summary of Fair Value Hierarchy of The Valuation | The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation: December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 119,721 — — $ 119,721 Short-term investments included in cash and cash equivalents — 3,077 3,077 Total cash and cash equivalents $ 119,721 $ 3,077 $ — $ 122,798 Government bonds — 21,770 — 21,770 Commercial paper — 12,569 — 12,569 Corporate bonds — 3,927 — 3,927 Asset-backed securities — 2,920 — 2,920 U.S. Treasury bills 2,450 — — 2,450 Total assets $ 122,171 $ 44,263 $ — $ 166,434 Liabilities: Contingent earnout liability $ — $ — $ 2,415 $ 2,415 Private placement warrant liability — — 661 661 Teton acquisition contingent earnout liability — — 602 602 Total liabilities $ — $ — $ 3,678 $ 3,678 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 286,890 $ — $ — 286,890 Total assets $ 286,890 $ — $ — $ 286,890 Liabilities: Contingent earnout liability — — 59,722 59,722 Private placement warrant liability — — 2,646 2,646 Total liabilities $ — $ — $ 62,368 $ 62,368 |
Private Placement [Member] | |
Subsidiary Sale Of Stock [Line Items] | |
Summary of Fair Value Hierarchy of The Valuation | The Private Placement Warrants were valued using the following assumptions under the Binomial Lattice Model December 31, December 31, July 14, Market price of public stock $ 1.16 $ 5.37 $ 8.56 Exercise price $ 11.50 $ 11.50 $ 11.50 Expected term (years) 3.54 4.53 5.01 Volatility 177.0 % 56.0 % 39.1 % Risk-free interest rate 4.12 % 1.19 % 0.85 % Dividend rate 0.0 % 0.0 % 0.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Company's Profit (Loss) Before Income Taxes and Tax Provisions | The components of the Company’s profit (loss) before income taxes are as follows: Year Ended December 31, (in thousands) 2022 2021 Profit (loss) before income taxes: Domestic ( 24,673 ) $ 3,685 Foreign ( 1,133 ) 226 Total $ ( 25,806 ) $ 3,911 The components of the income tax expense (benefit) are as follows: Year Ended December 31, (in thousands) 2022 2021 Current Provision Federal $ — $ — State 3 1 Foreign 69 55 Total current provision 72 56 Deferred Provision Federal ( 136 ) — State ( 52 ) — Foreign ( 302 ) — Total deferred expense (benefit) ( 490 ) — Total income tax expense (benefit) $ ( 418 ) $ 56 |
Schedule of Overall Effective Income Tax Rate | The overall effective tax rate differs from the statutory US federal tax rate as follows: Year Ended December 31, % of Pretax Profit (Loss) 2022 2021 Statutory US federal tax rate 21.00 % 21.00 % State income taxes, net of federal benefit 5.88 ( 51.05 ) Stock-based compensation ( 8.24 ) 26.08 Nondeductible expenses — 1.44 Global intangible low-taxed income — 1.17 Fair market value change in warrants and earn out liabilities 47.85 ( 337.50 ) Transaction costs ( 1.26 ) ( 25.85 ) Officer's compensation ( 0.69 ) 26.36 Research and development credits 32.93 ( 11.95 ) Valuation allowance ( 91.07 ) 356.34 Change in statutory tax rate ( 1.05 ) ( 3.26 ) Other ( 3.80 ) ( 1.39 ) Effective tax rate 1.55 % 1.39 % |
Schedule of Components of the Company's Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets are as follows: December 31, (in thousands) 2022 2021 Deferred tax assets Lease liability $ 11,220 $ — Capitalized research and development costs 9,453 — Stock compensation 2,296 2,138 Reserves 824 647 Deferred revenue 778 577 Accrued expenses 509 369 Amortization 200 174 Deferred expenses — 446 Net operating losses 33,690 27,846 Research and development credits 12,260 3,717 Other credits 254 74 Gross deferred tax assets $ 71,484 $ 35,988 Less: Valuation allowance ( 59,514 ) ( 36,009 ) Deferred tax liabilities Right-of-use assets ( 10,599 ) — Acquired intangible assets ( 3,690 ) — Depreciation ( 464 ) 21 Net deferred tax assets $ ( 2,783 ) $ — |
Schedule of Deferred Income Tax Asset Valuation Allowance | The following table presents the changes in the balance of the Company’s deferred income tax asset valuation allowance: Year Ended December 31, (in thousands) 2022 2021 Balance at beginning of year $ 36,009 $ 21,466 Additions charged to expense 23,505 14,543 Balance at end of year $ 59,514 $ 36,009 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum lease payments under these agreements are as follows as of December 31, 2022: (in thousands) Amount 2023 $ 7,715 2024 7,580 2025 7,650 2026 7,777 2027 7,958 After 2027 23,825 Total future lease payments $ 62,505 Less: interest ( 13,875 ) Present value of lease liabilities $ 48,630 Future minimum lease payments under these agreements were as follows as of December 31, 2021: (in thousands) Amount 2022 $ 5,499 2023 8,314 2024 7,507 2025 7,594 2026 7,775 After 2026 31,412 Total future lease payments $ 68,101 |
Supplemental Cash Flow Information Related to Operating Leases | Year Ended December 31, 2022 Supplemental cash flow information: Cash payments for operating leases included in cash flows used in operating activities 5,849 |
Schedule of Other Information Related to Operating Leases | December 31, 2022 Other lease information Weighted-average remaining lease term - Operating leases 7.9 years Weighted-average discount rate - Operating leases 6.4 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum lease payments under these agreements are as follows as of December 31, 2022: (in thousands) Amount 2023 $ 7,715 2024 7,580 2025 7,650 2026 7,777 2027 7,958 After 2027 23,825 Total future lease payments $ 62,505 Less: interest ( 13,875 ) Present value of lease liabilities $ 48,630 Future minimum lease payments under these agreements were as follows as of December 31, 2021: (in thousands) Amount 2022 $ 5,499 2023 8,314 2024 7,507 2025 7,594 2026 7,775 After 2026 31,412 Total future lease payments $ 68,101 |
Net (Loss) Profit Per Share (Ta
Net (Loss) Profit Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The Company computes basic net (loss) profit per share using net (loss) profit attributable to the Company’s common stockholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. Year Ended December 31, (in thousands, except per share amounts) 2022 2021 Numerator: Net (loss) profit $ ( 25,388 ) $ 3,855 Net (loss) profit attributable to common stockholders - Basic & Diluted ( 25,388 ) 3,855 Denominator: Weighted average shares outstanding - Basic 189,747,367 108,088,115 Add: Weighted average unvested options outstanding — 5,875,309 Add : Dilutive effect of restricted units issued — — Weighted average shares outstanding - Diluted 189,747,367 113,963,424 Net (loss) profit per common share: Basic $ ( 0.13 ) $ 0.04 Diluted ( 0.13 ) 0.03 |
Summary of Dilutive Securities are Excluded from the Denominator | : Year Ended 2022 2021 Unvested RSUs 11,040,595 4,337,556 Unvested option awards 11,922,334 — Warrants 8,524,984 8,524,984 Contingently issuable earnout shares 14,666,667 14,666,667 Total 46,154,580 27,529,207 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Disaggregated Revenue Data for Those Markets | The Company measures revenue based on the physical location of where the customer who is receiving the promised goods or service is located. Disaggregated revenue data for those markets is as follows: Year Ended (in thousands) 2022 2021 Americas $ 46,638 $ 48,516 EMEA 30,185 25,592 APAC 24,135 17,113 Total $ 100,958 $ 91,221 |
Organization, Nature of the B_2
Organization, Nature of the Business, and Risks and Uncertainties - Additional Information (Detail) - AONE [Member] $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Subsidiary Sale Of Stock [Line Items] | |
Cash held in trust | $ 132.5 |
Partners' Capital Account, Redemptions | 64.2 |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 210 |
Shares Issued, Price Per Share | $ / shares | $ 10 |
Cash on hand | $ 45 |
Business Acquisition, Transaction Costs | 27.1 |
Proceeds from Divestiture of Businesses, Net of share purchases | $ 288.8 |
Merger and Reverse Recapitali_2
Merger and Reverse Recapitalization - Additional Information (Detail) $ / shares in Units, $ in Millions | Jul. 14, 2021 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 143,795,504 | |||
Common stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Business acquisition common stock exchange ratio | 0.9522514 | |||
Common stock reserved for future issuance | 64,015,895 | 56,394,803 | ||
Common stock, Shares issued | 194,560,946 | 185,993,058 | ||
Common stock, Shares outstanding | 5,220,000 | 194,560,946 | 185,993,058 | |
Proceeds From Merger Including Contribution Cash Held In Trust | $ | $ 360.9 | |||
Proceeds from Contributions from Affiliates | $ | 215.1 | |||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | $ | 64.2 | |||
Cash In Connection With PIPE Financing | $ | 210 | |||
Payments for Merger Related Costs | $ | 34.5 | |||
General and Administrative Expense [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments for Merger Related Costs | $ | $ 2 | |||
PIPE[Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 21,000,000 | |||
Sponsor [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares outstanding | 2,610,000 | |||
Subscription Agreements [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 21,000,000 | |||
Common stock, share price | $ / shares | $ / shares | $ 10 | |||
Proceeds from issuance of private placement | $ | $ | $ 210 | |||
Stock Options [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock reserved for future issuance | 18,434,577 | |||
Stock Options and Restricted Stock Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock reserved for future issuance | 24,065,423 | |||
Common Stock and Restricted Stock Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock reserved for future issuance | 16,066,667 | |||
Markforged [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, share price | $ / shares | $ / shares | $ 10 | |||
Payments for Merger Related Costs | $ | $ 16 | |||
AONE [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares outstanding | [1] | 26,875,000 | ||
Payments for Merger Related Costs | $ | $ 18.5 | |||
AONE [Member] | PIPE[Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 41,456,333 | |||
Series Seed Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 17,918,211 | |||
Series A Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 28,725,920 | |||
Series B Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 34,391,480 | |||
Series C Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 14,468,290 | |||
Series D Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 17,305,052 | |||
[1] Includes AONE Class A shareholders 15,081,333 , and AONE Class B shareholders 5,375,000 |
Merger and Reverse Recapitali_3
Merger and Reverse Recapitalization - Schedule of Common Stock Issued Following Consummation of Merger (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 14, 2021 | |
Business Acquisition [Line Items] | ||||
Common stock, Shares outstanding | 194,560,946 | 185,993,058 | 5,220,000 | |
Common stock, Shares issued | 194,560,946 | 185,993,058 | ||
Legacy Markforged shares (3) | [1] | 143,795,504 | ||
Total shares of common stock immediately after Merger | 185,251,837 | |||
PIPE[Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 21,000,000 | |||
Merger and PIPE financing shares (2) | [2] | 41,456,333 | ||
AONE [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares outstanding | [3] | 26,875,000 | ||
Less redemption of one Class A shares subject to possible redemption | (6,418,667) | |||
Common stock of one | 20,456,333 | |||
AONE [Member] | PIPE[Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 41,456,333 | |||
[1] The number of Legacy Markforged shares was determined from the 151,005,831 shares of Legacy Markforged common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down. This includes 2,610,000 contingently forfeitable Sponsor Shares pending the occurrence of the Sponsor Earnout Triggering Event Includes AONE Class A shareholders 15,081,333 , and AONE Class B shareholders 5,375,000 |
Merger and Reverse Recapitali_4
Merger and Reverse Recapitalization - Schedule of Common Stock Issued Following Consummation of Merger (Parenthetical) (Details) - shares | Jul. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Common stock, Shares outstanding | 5,220,000 | 194,560,946 | 185,993,058 |
Contingently forfeitable shares | 2,610,000 | ||
Convertible Legacy Markforged Shares | 151,005,831 | ||
Common Class A [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, Shares outstanding | 15,081,333 | ||
Common Class B [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, Shares outstanding | 5,375,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Cash Equivalents and Short-term Investments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |
Unrealized Gains | $ 54 |
Money Market Funds [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 119,721 |
Fair Value | 119,721 |
Commercial Paper [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 3,077 |
Fair Value | 3,077 |
Cash Equivalents [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 122,798 |
Fair Value | 122,798 |
Government Bonds [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 21,719 |
Unrealized Gains | 51 |
Fair Value | 21,770 |
Commercial Paper [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 12,568 |
Unrealized Gains | 1 |
Fair Value | 12,569 |
Corporate Bonds [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 3,927 |
Fair Value | 3,927 |
Asset-Backed Securities [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 2,921 |
Unrealized Losses | (1) |
Fair Value | 2,920 |
U.S. Treasury Bills [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 2,447 |
Unrealized Gains | 3 |
Fair Value | 2,450 |
Short-Term Investments [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 43,582 |
Unrealized Gains | 55 |
Unrealized Losses | (1) |
Fair Value | 43,636 |
Cash Equivalents and Short-term Investments [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Amortized Cost | 166,380 |
Unrealized Gains | 55 |
Unrealized Losses | (1) |
Fair Value | $ 166,434 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Allowance For Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 1,021 | $ 1,070 |
Additions | 1,435 | 709 |
Write – offs | (7) | (312) |
Recoveries | (890) | (446) |
Balance at end of period | $ 1,559 | $ 1,021 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Fair Value Hierarchy of The Valuation (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets [Abstract] | ||
Total assets | $ 345,941 | $ 337,314 |
Liabilities [Abstract] | ||
Total liabilities | 93,387 | 93,145 |
Fair Value, Recurring [Member] | ||
Assets [Abstract] | ||
Cash and cash equivalents | 122,798 | |
Government bonds | 21,770 | |
Corporate bonds | 3,927 | |
Asset-backed securities | 2,920 | |
U.S. Treasury bills | 2,450 | |
Total assets | 166,434 | 286,890 |
Liabilities [Abstract] | ||
Contingent earnout liability | 2,415 | 59,722 |
Teton acquisition contingent earnout liability | 602 | |
Total liabilities | 3,678 | 62,368 |
Fair Value, Recurring [Member] | Private Placement [Member] | ||
Liabilities [Abstract] | ||
Private placement warrant liability | 661 | 2,646 |
Fair Value, Recurring [Member] | Short-Term Investments [Member] | ||
Assets [Abstract] | ||
Cash and cash equivalents | 3,077 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Assets [Abstract] | ||
Cash and cash equivalents | 119,721 | 286,890 |
Fair Value, Recurring [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Commercial Paper | 12,569 | |
Fair Value, Recurring [Member] | Level 1 | ||
Assets [Abstract] | ||
Cash and cash equivalents | 119,721 | |
U.S. Treasury bills | 2,450 | |
Total assets | 122,171 | 286,890 |
Fair Value, Recurring [Member] | Level 1 | Money Market Funds [Member] | ||
Assets [Abstract] | ||
Cash and cash equivalents | 119,721 | 286,890 |
Fair Value, Recurring [Member] | Level 2 | ||
Assets [Abstract] | ||
Cash and cash equivalents | 3,077 | |
Government bonds | 21,770 | |
Corporate bonds | 3,927 | |
Asset-backed securities | 2,920 | |
Total assets | 44,263 | |
Fair Value, Recurring [Member] | Level 2 | Short-Term Investments [Member] | ||
Assets [Abstract] | ||
Cash and cash equivalents | 3,077 | |
Fair Value, Recurring [Member] | Level 2 | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Commercial Paper | 12,569 | |
Fair Value, Recurring [Member] | Level 3 | ||
Liabilities [Abstract] | ||
Contingent earnout liability | 2,415 | 59,722 |
Teton acquisition contingent earnout liability | 602 | |
Total liabilities | 3,678 | 62,368 |
Fair Value, Recurring [Member] | Level 3 | Private Placement [Member] | ||
Liabilities [Abstract] | ||
Private placement warrant liability | $ 661 | $ 2,646 |
Warrant liability [ExtensibleEnumeration] | Total liabilities |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Changes in Fair Value of the Derivative Warrant Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Liabilities, Noncurrent | |
Contingent Earnout Liability [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair Value, Beginning Balance | $ 59,722 | |
Recognition of liability acquired as part of the Merger | $ 123,129 | |
Change in fair value | (57,307) | (63,407) |
Fair Value, Ending Balance | 2,415 | 59,722 |
Private Placement Warrant Liability [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair Value, Beginning Balance | 2,646 | |
Recognition of liability acquired as part of the Merger | 5,702 | |
Change in fair value | (1,985) | (3,056) |
Fair Value, Ending Balance | 661 | 2,646 |
SVB Warrant Liability [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair Value, Beginning Balance | 545 | |
Change in fair value | 1,251 | |
Exercise of common stock warrants | (1,796) | |
Teton Acquisition Contingent Earnout Liability [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Change in fair value | 500 | |
Recognition of liability acquired as part of acquisitions | 1,602 | |
Settlement of liability acquired as part of acquisitions | (1,500) | |
Fair Value, Ending Balance | 602 | |
Total Other Liabilities [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair Value, Beginning Balance | 62,368 | 545 |
Recognition of liability acquired as part of the Merger | 128,831 | |
Change in fair value | (58,792) | (65,212) |
Exercise of common stock warrants | (1,796) | |
Recognition of liability acquired as part of acquisitions | 1,602 | |
Settlement of liability acquired as part of acquisitions | (1,500) | |
Fair Value, Ending Balance | $ 3,678 | $ 62,368 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Customer $ / shares shares | Dec. 31, 2021 USD ($) Customer shares | Jan. 01, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Advertising cost | $ 4,100 | $ 6,000 | |
Divident Declared | 0 | ||
Restricted cash | 0 | ||
Amortization expense of capitalized software | 10 | ||
Capitalized computer software, net | 500 | ||
Right-of-use asset | 45,955 | $ 0 | |
Finance Lease, Liability | $ 0 | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Operating Lease, Liability, Noncurrent | ||
Increase in total assets due to recently adopted accounting pronouncements | $ 12,200 | ||
Increase in total liabilities due to recently adopted accounting pronouncements | $ 14,000 | ||
Weighted [Member] | Discounted Cash Flow [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Goodwill impairment valuation techniques, percentage | 75% | ||
Weighted [Member] | Guideline Public Company Methods [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Goodwill impairment valuation techniques, percentage | 25% | ||
AONE [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of Securities Called by Each Warrant | shares | 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | ||
Public Warrants [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of Warrants Exercised | shares | 0 | 0 | |
Public Warrants [Member] | AONE [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Class of Warrant or Right, Outstanding | shares | 5,374,984 | ||
Private Placement [Member] | AONE [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Class of Warrant or Right, Outstanding | shares | 3,150,000 | ||
Sponsor Earnout Shares [Member] | AONE [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares Surrendered Under Reverse Recapitalization | shares | 2,610,000 | ||
Markforged Earnout Shares [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Additional Merger Consideration Shares | shares | 14,666,667 | ||
Accounts Receivable [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customer | Customer | 1 | 1 | |
Revenue Benchmark [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customer | Customer | 1 | 0 | |
Customer Concentration Risk | Accounts Receivable [Member] | Cash and Cash Equivalents | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 10% | 10% | |
Customer Concentration Risk | Revenue Benchmark [Member] | Cash and Cash Equivalents | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 10% | 10% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies -Schedule of Estimated Future Life of Property (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Machinery and equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | 5 years |
Leasehold improvements [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | Shorter of estimated useful life or remaining lease term |
Computer equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | 3 years |
Computer Software [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | 3 years |
Furniture and fixtures [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | 3 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Balance of The Company's Warranty Reserve (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 658 | $ 564 |
Additions to warranty reserve | 812 | 529 |
Claims fulfilled | (850) | (435) |
Balance at end of period | $ 620 | $ 658 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisitions data fair value of thecosideration transferred (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Aug. 31, 2022 | Apr. 04, 2022 |
Teton Simulation Software [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 250 | $ 2,635 | |
Equity consideration | 2,354 | ||
Development milestone earnout fair value | 1,020 | ||
Business milestone earnout fair value | 582 | ||
Asset Acquisition Consideration Transferred 1, Total | $ 6,591 | ||
Digital Metal [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 33,500 | $ 33,500 | |
Equity consideration | 9,840 | ||
Asset Acquisition Consideration Transferred 1, Total | $ 43,340 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Aug. 31, 2022 | Apr. 04, 2022 | Dec. 31, 2021 |
Fair value of assets acquired: | ||||
Right-of-use asset | $ 45,955 | $ 0 | ||
Goodwill | 31,116 | 0 | ||
Fair value of liabilities assumed: | ||||
Lease liabilities | 8,022 | 0 | ||
Lease liability - long term | $ 40,608 | $ 0 | ||
Teton Simulation Software [Member] | ||||
Fair value of assets acquired: | ||||
Cash and Cash Equivalent | $ 383 | |||
Accounts receivable | 5 | |||
Other assets | 17 | |||
Intangible assets | 2,220 | |||
Goodwill | 4,711 | |||
Assets acquired: | 7,336 | |||
Fair value of liabilities assumed: | ||||
Customer payable - cancelled contracts | 38 | |||
Accrued Expense for pre-acquisition expenses | 231 | |||
Accrued Expense for grant repayment | 240 | |||
Deferred tax liability | 236 | |||
Liabilities acquired: | $ 745 | |||
Digital Metal [Member] | ||||
Fair value of assets acquired: | ||||
Cash and Cash Equivalent | $ 579 | |||
Accounts receivable | 535 | |||
Inventory | 2,470 | |||
Prepaid and other assets | 265 | |||
Fixed assets | 2,755 | |||
Right-of-use asset | 205 | |||
Intangible assets | 15,230 | |||
Goodwill | 25,770 | |||
Assets acquired: | 47,809 | |||
Fair value of liabilities assumed: | ||||
Accounts payable and accrued expenses | 873 | |||
Lease liabilities | 67 | |||
Deferred revenue | 392 | |||
Deferred tax liability | 3,005 | |||
Lease liability - long term | 132 | |||
Liabilities acquired: | $ 4,469 |
Acquisitions - Schedule of Fini
Acquisitions - Schedule of Finite-Lived Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 7 years |
Acquired Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 20 years |
Gross Value | $ 14,580 |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 9 years |
Gross Value | $ 560 |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 1 year |
Gross Value | $ 90 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
Net revenues | $ 102,739 | $ 95,097 |
Net (loss) profit | $ (27,863) | $ 3,858 |
Acquisitions (Additional Inform
Acquisitions (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Apr. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Development contingent consideration | $ 1,600 | |||
Cash Considerationsof equity consideration held back | $ 250 | |||
Estimated Useful Life (in years) | 7 years | |||
Revenue | $ 100,958 | $ 91,221 | ||
Net profit (loss) | (25,388) | $ 3,855 | ||
Teton Simulation Software | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Total consideration | $ 6,600 | |||
Contingent consideration related to business and development milestones | 600 | 1,000 | ||
Product technical milestones | $ 750 | |||
Issuance of Common Stock in connection with acquisitions (InShare) | 312,489 | |||
Cash consideration | 2,635 | $ 250 | ||
Teton Simulation Software | Maximum [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Development contingent consideration | $ 1,500 | |||
Digital Metal | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Cash consideration | $ 33,500 | $ 33,500 | ||
Share Issued | 4,100,000 | |||
Purchase Price | $ 32,000 | |||
Settlement Of Certain Intercompany Balances | 1,500 | |||
Revenue | 2,000 | |||
Net profit (loss) | $ 1,400 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized from deferred revenue | $ 5.9 | $ 5.9 |
Contractual obligation recognized in remainder of 2023 | 8.8 | |
Contractual obligation recognized in 2024 | 3.3 | |
Contractual obligation recognized in 2025 | 1.6 | |
Contractual obligation recognized thereafter | $ 0.5 | |
Amortization Period | 1 year |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue Based on Nature of Products and Services (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 100,958 | $ 91,221 |
Hardware [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 69,112 | 64,974 |
Consumables [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 23,423 | 19,567 |
Service [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 8,423 | $ 6,680 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 25,604 | $ 12,475 |
Less: Accumulated depreciation | (7,306) | (6,126) |
Property and equipment, net | 18,298 | 6,349 |
Machinery and equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,954 | 6,091 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,432 | 2,262 |
Computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,532 | 1,764 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 429 | 367 |
Computer Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 231 | 250 |
Construction in process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 9,026 | $ 1,741 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,300 | $ 1,700 |
Disposal of property and equipment | $ 1,200 | $ 0 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory, Net [Abstract] | ||
Raw material | $ 4,582 | $ 853 |
Work in process | 175 | 77 |
Finished goods | 21,652 | 9,447 |
Total inventory | $ 26,409 | $ 10,377 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory Valuation Reserves | $ 1.5 | $ 1 |
Impairment of finished goods | 1.3 | 0.8 |
Impairment of raw materials | $ 0.2 | $ 0.2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Asset (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill, Beginning Balance | $ 0 |
Estimated Useful Life (in years) | 7 years |
Goodwill, Ending Balance | $ 31,116 |
Goodwill | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill, Beginning Balance | 0 |
Acquisition of Teton Simulation Software | 4,711 |
Acquisition of Digital Metal | 25,770 |
Foreign currency translation | 635 |
Goodwill, Ending Balance | 31,116 |
Acquired technology | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying value | 16,800 |
Accumulated Amortization | (97) |
Net Book Value | $ 16,703 |
Acquired technology | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 20 years |
Acquired technology | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 7 years |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 9 years |
Gross carrying value | $ 560 |
Accumulated Amortization | (19) |
Net Book Value | $ 541 |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 1 year |
Gross carrying value | $ 90 |
Accumulated Amortization | (27) |
Net Book Value | 63 |
Foreign currency translation | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying value | 322 |
Accumulated Amortization | (3) |
Net Book Value | 319 |
Intangible Assets, net | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying value | 17,772 |
Accumulated Amortization | (146) |
Net Book Value | $ 17,626 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of amortization expense for amortizable assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 | $ 1,002 |
2024 | 1,491 |
2025 | 2,020 |
2026 | 2,223 |
2027 | 1,975 |
Thereafter | 8,915 |
Finite-Lived Intangible Assets, Net, Total | $ 17,626 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Additional Information) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cost of Good Sold | |
Goodwill [Line Items] | |
Amortizaton expenses | $ 97 |
Operating Expenses | |
Goodwill [Line Items] | |
Amortizaton expenses | $ 49 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Warranty reserve | $ 620 | $ 658 |
Compensation, benefits, and expenses | 4,451 | 4,360 |
Professional services | 3,166 | 1,725 |
Marketing and advertising | 279 | 122 |
Teton acquisition holdback liability | 250 | 0 |
Accrued taxes | 392 | 149 |
Other | 505 | 397 |
Total accrued expense | $ 9,663 | $ 7,411 |
Borrowings - Additional Informa
Borrowings - Additional Information (Detail) - PPP Loan In The Form Of Notes [Member] - Pay Check Protection Program The PPP [Member] - USD ($) | 12 Months Ended | |||
Apr. 21, 2022 | Nov. 22, 2020 | Dec. 31, 2022 | Apr. 10, 2020 | |
Debt Instrument [Line Items] | ||||
Debt instrument, Face amount | $ 5,000,000 | |||
Debt instrument, Maturity date | Apr. 21, 2022 | |||
Debt instrument, Interest rate effective percentage | 1% | |||
Debt instrument, Frequency of periodic payment | payable monthly commencing on November 22, 2020 | |||
Debt instrument, Date of first required payment | Nov. 22, 2020 | |||
Debt instrument, Prepayment penalties | $ 0 |
Convertible Preferred Stock, _3
Convertible Preferred Stock, Common Stock and Stockholders' Equity Deficit - Summary of Convertible Preferred Stock Authorized, Issued and Outstanding (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2020 USD ($) $ / shares shares |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 113,419,184 |
Shares Issued and Outstanding | shares | 107,592,801 |
Net Carrying Value | $ | $ 137,497 |
Liquidation Preference | $ | $ 137,876 |
Series Seed Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 18,233,848 |
Shares Issued and Outstanding | shares | 17,062,642 |
Issuance Price Per Share | $ / shares | $ 0.0649 |
Net Carrying Value | $ | $ 1,107 |
Liquidation Preference | $ | $ 1,107 |
Series A Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 28,725,920 |
Shares Issued and Outstanding | shares | 27,354,298 |
Issuance Price Per Share | $ / shares | $ 0.3107 |
Net Carrying Value | $ | $ 8,437 |
Liquidation Preference | $ | $ 8,500 |
Series B Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 34,391,480 |
Shares Issued and Outstanding | shares | 32,749,335 |
Issuance Price Per Share | $ / shares | $ 0.4635 |
Net Carrying Value | $ | $ 15,096 |
Liquidation Preference | $ | $ 15,180 |
Series C Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 14,468,290 |
Shares Issued and Outstanding | shares | 13,777,449 |
Issuance Price Per Share | $ / shares | $ 2.1775 |
Net Carrying Value | $ | $ 29,881 |
Liquidation Preference | $ | $ 30,000 |
Series D Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 17,599,646 |
Shares Issued and Outstanding | shares | 16,649,077 |
Issuance Price Per Share | $ / shares | $ 4.9906 |
Net Carrying Value | $ | $ 82,976 |
Liquidation Preference | $ | $ 83,089 |
Convertible Preferred Stock, _4
Convertible Preferred Stock, Common Stock and Stockholders' Equity Deficit - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Stock repurchased during period shares | 4,499,998 | |
Additional Stock repurchased during period shares | 250,471 | |
Fair value per share | $ 4.52 | |
Legacy Markforged Common Stock [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Stock repurchased during period shares | 4,499,998 | |
Common stock repurchase price per share | $ 10 |
Convertible Preferred Stock, _5
Convertible Preferred Stock, Common Stock and Stockholders' Equity Deficit - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 64,015,895 | 56,394,803 |
Common stock options outstanding and unvested RSU [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 22,962,929 | 20,267,035 |
Shares available for issuance under the 2021 plan [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 24,568,036 | 21,502,768 |
Common stock warrants outstanding [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 8,525,000 | 8,525,000 |
Shares available for issuance as Earnout RSU [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 1,400,000 | 1,400,000 |
Employee Stock Purchase Plan [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 6,559,930 | 4,700,000 |
Equity Based Awards - Additiona
Equity Based Awards - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 14, 2021 | |
Common stock reserved for future issuance | 64,015,895 | 56,394,803 | ||
Share-based payment award, Aggregate intrinsic value of option outstanding | $ 600,000 | |||
Stock-based compensation expense for restricted stock units and options | 18,209,000 | $ 18,930,000 | ||
Stock vested under compensation plan | 664,000 | |||
Earnout [Member] | ||||
Stock-based compensation expense for restricted stock units and options | 1,600,000 | |||
Share-based payment award, Compensation cost not yet recognized | $ 3,700,000 | |||
Maximum [Member] | Earnout [Member] | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 6 months | |||
2013 Stock Plan [Member] | ||||
Share-based payment award, Vested and expected to vest shares outstanding | 11,674,823 | |||
Share-based payment award, options grants to purchase shares | 0 | 0 | ||
2021 Stock Option Plan [Member] | ||||
Common stock reserved for future issuance | 24,568,036 | |||
Stock option and incentive plan description | Under the 2021 Plan, the Company can grant stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, cash-based awards, and dividend equivalent rights. The 2021 Plan provides that an additional number of shares of common stock will automatically be added to the shares of common stock authorized for issuance under the 2021 Plan on January 1 of each year. The number of shares of common stock added each year will be equal to (i) 5% of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year or (ii) such lesser amount as determined by the Company’s Board of Directors. | |||
Vesting Percentage | 25% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||
2021 Stock Option Plan [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 12 months | |||
2021 ESPP | ||||
Common stock reserved for future issuance | 6,559,930 | |||
2021 employee stock purchase plan description | At each offering period, the eligible employees will have the option to acquire common stock at a discount of up to 15% of the lesser of the Company’s common stock price on (i) the first trading day of the offering period or (ii) the last day of the offering period. The offering periods under the 2021 ESPP are not to exceed 27 months between periods. On January 1 of each subsequent year under the plan, the number of shares available for issuance under the plan will be increased by the lesser of (i) 4,700,000 shares of common stock, (ii) one percent of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year, or (iii) number of shares of common stock determined by the Company. | |||
Authorize payroll deductions rate under plan minimum | 1% | |||
Authorize payroll deductions rate under plan maximum | 15% | |||
Share-based compensation, number of shares available for grant | 0 | |||
Recognized stock compensation expense | $ 0 | |||
2021 ESPP | Maximum [Member] | ||||
Authorize payroll deductions amount under plan | 25,000 | |||
Stock Options and Restricted Stock Units [Member] | ||||
Common stock reserved for future issuance | 24,065,423 | |||
Stock-based compensation expense for restricted stock units and options | 16,600,000 | $ 11,900,000 | ||
Share-based payment award, Compensation cost not yet recognized | $ 3,700,000 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 4 months 24 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Stock-based compensation expense for restricted stock units and options | $ 13,114,000 | $ 7,425,000 | ||
Share-based payment award, Compensation cost not yet recognized | $ 34,700,000 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years | |||
Stock vested under compensation plan | $ 4,600,000 |
Equity Based Awards - Summary o
Equity Based Awards - Summary of Stock Option Activity (Detail) - 2021 Stock Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Outstanding | 15,929,479 | |
Granted | 0 | |
Exercised | (1,997,314) | |
Forfeited | (2,009,831) | |
Number of Options, Outstanding | 11,922,334 | 15,929,479 |
Number of Options, Options exercisable | 8,349,722 | |
Weighted-Average Exercise Price, Outstanding | $ 1.91 | |
Granted | 0 | |
Exercised | 1.11 | |
Forfeited | 2.14 | |
Weighted-Average Exercise Price, Outstanding | 2 | $ 1.91 |
Weighted-Average Exercise Price, Options exercisable | $ 1.93 | |
Weighted-Average Remaining Contractual Life, Outstanding | 6 years 11 months 26 days | 7 years 10 months 20 days |
Weighted-Average Remaining Contractual Life, exercisable | 6 years 9 months 18 days |
Equity Based Awards - Summary_2
Equity Based Awards - Summary of Additional Information Regarding Exercise of Stock Options (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
2021 Stock Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Line Items] | ||
Intrinsic value of options exercised | $ 3,525 | $ 17,614 |
Equity Based Awards - Schedule
Equity Based Awards - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Jul. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | |||
Expected option term (in years) | 5 years | 3 years 6 months 14 days | 4 years 6 months 14 days |
Expected volatility | 70% | 65% | 70% |
Risk-free interest rate | 0.85% | 4.12% | 1.19% |
Expected dividend yield | 0% | 0% | 0% |
Fair value of common stock (per share) | $ 8.56 | $ 1.16 | $ 5.37 |
Equity Based Awards - Summary_3
Equity Based Awards - Summary of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding at December 31, 2020 | shares | 4,337,556 |
Number of Shares, Granted | shares | 10,122,983 |
Number of Shares, Vested | shares | (1,771,725) |
Number of Shares, Forfeited | shares | (1,648,219) |
Number of Shares, Unvested at December 31, 2021 | shares | 11,040,595 |
Weighted- Average Grant Date Fair Value, Outstanding at December 31, 2020 | $ / shares | $ 9.12 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 2.45 |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | 7.12 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 5.02 |
Weighted- Average Grant Date Fair Value, Unvested at December 31, 2021 | $ / shares | $ 3.94 |
Equity Based Awards - Summary_4
Equity Based Awards - Summary of Stock-based Compensation based on Awards Granted (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | $ 18,209 | $ 18,930 |
Employee Stock Option [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | 3,493 | 4,456 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | 13,114 | 7,425 |
Restricted Stock Units And Options | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | $ 16,607 | $ 11,881 |
Equity Based Awards - Summary_5
Equity Based Awards - Summary of Recognized Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 18,209 | $ 18,930 |
Cost of Good Sold | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 354 | 515 |
Sales and marketing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 2,158 | 2,395 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 4,584 | 4,614 |
General and Administrative Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 11,113 | $ 11,406 |
Earnout - Additional Informatio
Earnout - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 TradingDays $ / shares shares | Dec. 31, 2021 $ / shares shares | Jul. 14, 2021 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Earnout Period | 5 years | ||
Common stock, Shares issued | shares | 194,560,946 | 185,993,058 | |
Market price of public stock | $ / shares | $ 1.16 | $ 5.37 | $ 8.56 |
Triggering Event I [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, Shares issued | shares | 8,000,000 | ||
Common Stock Convertible, Stock Price Trigger | $ / shares | $ 12.50 | ||
Common Stock Convertible Threshold Trading Days | TradingDays | 20 | ||
Common Stock Convertible Threshold Consecutive Trading Days | TradingDays | 30 | ||
Common Stock Pro-Rata Distribution Basis Ratio | 50 | ||
Market price of public stock | $ / shares | $ 0.17 | 8.04 | |
Triggering Event II [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, Shares issued | shares | 6,666,667 | ||
Common Stock Convertible, Stock Price Trigger | $ / shares | $ 15 | ||
Common Stock Convertible Threshold Trading Days | TradingDays | 20 | ||
Common Stock Convertible Threshold Consecutive Trading Days | TradingDays | 30 | ||
Common Stock Pro-Rata Distribution Basis Ratio | 50 | ||
Market price of public stock | $ / shares | $ 0.13 | $ 7.66 | |
Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Surrendered Under Reverse Recapitalization | shares | 2,610,000 | ||
Eligible Mark Forged Equity Holders | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, Shares issued | shares | 14,666,667 |
Earnout - Summary of the number
Earnout - Summary of the number of Earnout Shares allocated to each unit of account (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Triggering Event I Earnout Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Derivative liability | 7,276,718 |
Stock compensation | 723,282 |
Total Earnout Shares, Total | 8,000,000 |
Triggering Event I I Earnout Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Derivative liability | 6,063,928 |
Stock compensation | 602,739 |
Total Earnout Shares, Total | 6,666,667 |
Earnout - Assumptions used in t
Earnout - Assumptions used in the valuation (Details) - $ / shares | 12 Months Ended | ||
Jul. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Fair value of common stock (per share) | $ 8.56 | $ 1.16 | $ 5.37 |
Expected volatility | 70% | 65% | 70% |
Risk-free interest rate | 0.85% | 4.12% | 1.19% |
Expected dividend yield | 0% | 0% | 0% |
Expected option term (in years) | 5 years | 3 years 6 months 14 days | 4 years 6 months 14 days |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
Jul. 14, 2021 | Jan. 01, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2015 | |
Common stock, Shares issued | 194,560,946 | 185,993,058 | |||||
Warrants recognized liability at fair value | $ (1,485,000) | $ (1,808,000) | |||||
Public Warrant [Member] | |||||||
Warrants recognized in Shareholder equity Fair Value | $ 9,700,000 | ||||||
Warrant [Member] | |||||||
Common stock, Shares issued | 179,572 | ||||||
Warrants And Rights Exercised and Expiry Date | Sep. 24, 2029 | ||||||
Warrant [Member] | Loan Agreement [Member] | Right To Purchase Shares Of Common Stock [Member] | |||||||
Class of warrants and rights issued during period, Shares | 180,928 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.06 | ||||||
Loan agreement termination date | Jan. 01, 2018 | ||||||
Warrants and Rights Outstanding, Maturity Date | Feb. 17, 2025 | ||||||
Class of warrants and rights, Exercise price of warrants and rights | $ 0.06 | ||||||
Warrant [Member] | Development Agreement [Member] | Right To Purchase Shares Series D Convertible Preferred Stock [Member] | |||||||
Class of warrants and rights issued during period, Shares | 280,528 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | ||||||
Class of warrants and rights, Exercise price of warrants and rights | $ 0.0001 | ||||||
Class of warrants of rights, Number of warrants or rights vested during period | 110,212 | ||||||
Increase or decrease derivative liabilities | $ 600,000 | ||||||
Class of warrants or rights non vested outstanding | 0 | ||||||
Warrant [Member] | Private Placement [Member] | |||||||
Warrants recognized liability at fair value | $ 5,700,000 | $ 600,000 | $ 2,600,000 | ||||
Warrant [Member] | Private Placement [Member] | Fair value of derivative liabilities | |||||||
Warrants recognized liability at fair value | $ 2,000 | $ 3,100,000 |
Stock Warrants - Summary of Bla
Stock Warrants - Summary of Black- Scholes model using the following inputs (Detail) - $ / shares | 12 Months Ended | |||
Jul. 14, 2021 | Jun. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Expected option term (in years) | 5 years | 3 years 6 months 14 days | 4 years 6 months 14 days | |
Expected volatility | 70% | 65% | 70% | |
Risk-free interest rate | 0.85% | 4.12% | 1.19% | |
Expected dividend yield | 0% | 0% | 0% | |
Fair value of common stock (per share) | $ 8.56 | $ 1.16 | $ 5.37 | |
Warrant [Member] | Expected (remaining) option term (in years) | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Expected option term (in years) | 3 years 8 months 8 days | |||
Warrant [Member] | Expected volatility | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Expected volatility | 65% | |||
Warrant [Member] | Risk-free interest rate | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Risk-free interest rate | 0.45% | |||
Warrant [Member] | Expected dividend yield | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Expected dividend yield | 0% | |||
Warrant [Member] | Fair value of common stock (per share) | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Fair value of common stock (per share) | $ 9.51 |
Stock Warrants - Schedule of Pr
Stock Warrants - Schedule of Private Placement Warrants Valued Under Binomial Lattice Model (Details) - $ / shares | 12 Months Ended | ||
Jul. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Market price of public stock | $ 8.56 | $ 1.16 | $ 5.37 |
Expected term (years) | 5 years | 3 years 6 months 14 days | 4 years 6 months 14 days |
Volatility | 70% | 65% | 70% |
Risk-free interest rate | 0.85% | 4.12% | 1.19% |
Dividend rate | 0% | 0% | 0% |
Private Placement [Member] | Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Market price of public stock | $ 8.56 | $ 1.16 | $ 5.37 |
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 |
Expected term (years) | 5 years 3 days | 3 years 6 months 14 days | 4 years 6 months 10 days |
Volatility | 39.10% | 177% | 56% |
Risk-free interest rate | 0.85% | 4.12% | 1.19% |
Dividend rate | 0% | 0% | 0% |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended | |||||||||
May 31, 2029 | Jul. 01, 2026 | Apr. 01, 2022 USD ($) | Nov. 30, 2020 ft² | Jul. 31, 2019 | Aug. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) ft² | Mar. 31, 2019 ft² | |
Lessee Lease Description Line Items | ||||||||||
Operating lease, rent expense | $ 0.4 | |||||||||
Annual rent increase percentage | 3% | |||||||||
Rent expense under the operating lease agreements | $ 6.7 | $ 2.5 | ||||||||
Watertown, Massachusetts [Member] | ||||||||||
Lessee Lease Description Line Items | ||||||||||
Net Rentable Area | ft² | 36,291 | 32,000 | ||||||||
Operating lease, expiration date | Jul. 31, 2028 | Jan. 31, 2024 | Aug. 01, 2023 | |||||||
Operating leases option to extend description | option to extend for 2 additional periods of 5 years | |||||||||
Billerica, Massachusetts [Member] | ||||||||||
Lessee Lease Description Line Items | ||||||||||
Net Rentable Area | ft² | 21,902 | 25,000 | ||||||||
Debt instrument, Maturity date | May 31, 2029 | |||||||||
Operating lease, expiration date | Jul. 01, 2026 | |||||||||
Operating leases option to extend description | option to extend for 2 additional periods of 5 years each | |||||||||
Undiscounted future minimum rent obligation | $ 2.5 | |||||||||
Waltham Massachusetts [Member] | ||||||||||
Lessee Lease Description Line Items | ||||||||||
Net Rentable Area | ft² | 120,681 | |||||||||
Operating lease, expiration date | Sep. 30, 2031 | |||||||||
Operating lease, rent expense | 4.8 | |||||||||
Undiscounted future minimum rent obligation | 49.3 | |||||||||
Discounted Right Of Use Asset And Liability | $ 36.2 | |||||||||
Security Deposit | $ 0.8 |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 7,715 | $ 5,499 |
2024 | 7,580 | 8,314 |
2025 | 7,650 | 7,507 |
2026 | 7,777 | 7,594 |
2027 | 7,958 | 7,775 |
After 2027 | 23,825 | 31,412 |
Total future lease payments | 62,505 | $ 68,101 |
Less: interest | (13,875) | |
Present value of lease liabilities | $ 48,630 |
Leases - Future minimum lease_2
Leases - Future minimum lease payments 1 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 7,715 | $ 5,499 |
2023 | 7,580 | 8,314 |
2024 | 7,650 | 7,507 |
2025 | 7,777 | 7,594 |
2026 | 7,958 | 7,775 |
After 2026 | 23,825 | 31,412 |
Total future lease payments | $ 62,505 | $ 68,101 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information: (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Supplemental Cash Flow Information [Abstract] | |
Cash payments for operating leases included in cash flows used in operating activities | $ 5,849 |
Leases - Other lease informatio
Leases - Other lease information - (Details) | Dec. 31, 2022 |
Lease, Cost [Abstract] | |
Weighted-average remaining lease term - Operating leases | 7 years 10 months 24 days |
Weighted-average discount rate - Operating leases | 6.40% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Company's Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Profit (loss) before income taxes: | ||
Domestic | $ (24,673) | $ 3,685 |
Foreign | (1,133) | 226 |
Profit (loss) before income taxes | $ (25,806) | $ 3,911 |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of the Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current Provision | ||
Federal | $ 0 | $ 0 |
State | 3 | 1 |
Foreign | 69 | 55 |
Total current provision | 72 | 56 |
Deferred Provision | ||
Federal | (136) | 0 |
State | (52) | 0 |
Foreign | (302) | 0 |
Total deferred (benefit) provision | (490) | 0 |
Total income tax (benefit) expense | $ (418) | $ 56 |
Income Taxes - Schedule of Over
Income Taxes - Schedule of Overall Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory US federal rate | 21% | 21% |
State income taxes, net of federal benefit | 5.88% | (51.05%) |
Stock-based compensation | (8.24%) | 26.08% |
Nondeductible expenses | 0% | 1.44% |
Global intangible low-taxed income | 0% | 1.17% |
Fair market value change in warrants and earn out liabilities | 47.85% | 337.50% |
Transaction costs | (1.26%) | (25.85%) |
Officer's compensation (162(m)) | (0.69%) | 26.36% |
Research and development credits | 32.93% | (11.95%) |
Valuation allowance | (91.07%) | 356.34% |
Change in statutory tax rate | (1.05%) | (3.26%) |
Other rate items | (3.80%) | (1.39%) |
Effective tax rate | 1.55% | 1.39% |
Income Taxes - Schedule of Co_3
Income Taxes - Schedule of Components of the Company's Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets | ||
Amortization | $ 200 | $ 174 |
Capitalized Research and Development Costs | 9,453 | 0 |
Deferred revenue | 778 | 577 |
Deferred expenses | 0 | 446 |
Reserves | 824 | 647 |
Accrued expenses | 509 | 369 |
Stock compensation | 2,296 | 2,138 |
Lease liability | 11,220 | 0 |
Net operating losses | 33,690 | 27,846 |
Research and development credits | 12,260 | 3,717 |
Other | 254 | 74 |
Gross deferred tax assets | 71,484 | 35,988 |
Less: Valuation allowance | (59,514) | (36,009) |
Deferred tax liabilities | ||
Depreciation | (464) | 21 |
Acquired intangible assets | (3,690) | 0 |
Right-of-use assets | (10,599) | 0 |
Net deferred tax assets | $ (2,783) | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory US federal rate | 21% | 21% |
Operating loss carryforwards | $ 125.4 | |
Operating loss carryforwards with no expiration date | 0 | |
Swedish foreign net operating loss carryforwards | 0.8 | |
Valuation allowance | $ 59.5 | |
Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax Credit Carryforward Expiration Year | 2030 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 15 | |
Federal [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | 8.4 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 56.3 | |
State [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | $ 5.1 | |
Minimum [Member] | Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2033 | |
Minimum [Member] | State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2033 | |
Maximum [Member] | Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2037 | |
Operating Loss Carryforwards, Limitations on Use | limited in their usage to 80% of annual taxable income. | |
Maximum [Member] | State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2041 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 36,009 | $ 21,466 |
Additions charged to expense | 23,505 | 14,543 |
Balance at end of year | $ 59,514 | $ 36,009 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||||
Jul. 01, 2026 | Nov. 30, 2020 | Aug. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2022 | |
Operating lease, rent expense | $ 0.4 | ||||
Purchase commitment, minimum amount commited | $ 0 | ||||
Watertown, Massachusetts [Member] | |||||
Operating lease, expiration date | Jul. 31, 2028 | Jan. 31, 2024 | Aug. 01, 2023 | ||
Billerica, Massachusetts [Member] | |||||
Operating lease, expiration date | Jul. 01, 2026 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2023 | $ 7,715 | $ 5,499 |
2024 | 7,580 | 8,314 |
2025 | 7,650 | 7,507 |
2026 | 7,777 | 7,594 |
2027 | 7,958 | 7,775 |
After 2027 | 23,825 | 31,412 |
Total future lease payments | $ 62,505 | $ 68,101 |
Net (Loss) Profit Per Share - S
Net (Loss) Profit Per Share - Summary of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator for basic and diluted net loss per share: | ||
Net profit (loss) and comprehensive income (loss) | $ (25,388) | $ 3,855 |
Net profit (loss) attributable to common stockholders - Basic and Diluted | $ (25,388) | $ 3,855 |
Denominator for basic and diluted net loss per share: | ||
Weighted average shares outstanding - basic | 189,747,367 | 108,088,115 |
Add: Weighted average unvested options outstanding | 0 | 5,875,309 |
Dilutive effect of restricted units issued | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted, Total | 189,747,367 | 113,963,424 |
Earnings Per Share, Basic [Abstract] | ||
Net profit (loss) per share - basic | $ (0.13) | $ 0.04 |
Net profit (loss) per share - diluted | $ (0.13) | $ 0.03 |
Net (Loss) Profit Per Share- Su
Net (Loss) Profit Per Share- Summary of Dilutive Securities are Excluded from the Denominator (Detail) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 46,154,580 | 27,529,207 |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,040,595 | 4,337,556 |
Unvested option awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,922,334 | 0 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,524,984 | 8,524,984 |
Contingently issuable earnout shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,666,667 | 14,666,667 |
Segment Information - Summary o
Segment Information - Summary of Disaggregated Revenue Data for Those Markets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 100,958 | $ 91,221 |
Americas | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | 46,638 | 48,516 |
EMEA | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | 30,185 | 25,592 |
APAC | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 24,135 | $ 17,113 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 100,958 | $ 91,221 |
US [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 43,800 | $ 46,700 |
Sweden | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Percentage of long-lived assets located | 18% |