Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | Mar. 31, 2023 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | MA | |
Entity Tax Identification Number | 92-3037714 | |
Entity Address, Address Line One | 60 Tower Road | |
Entity Address, City or Town | Waltham | |
Entity Address, Postal Zip Code | 02451 | |
Entity Common Stock, Shares Outstanding | 196,335,666 | |
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, $0.0001 par value |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 90,674 | $ 124,242 |
Short-term investments | 60,756 | 43,690 |
Accounts receivable, net of allowance for expected credit losses ($768 and $971, respectively) | 26,115 | 29,294 |
Inventory | 29,272 | 26,409 |
Prepaid expenses | 2,336 | 2,847 |
Other current assets | 3,362 | 3,334 |
Total current assets | 212,515 | 229,816 |
Property and equipment, net | 19,122 | 18,298 |
Intangible assets, net | 17,426 | 17,626 |
Goodwill | 31,190 | 31,116 |
Right-of-use assets | 44,591 | 45,955 |
Other assets | 3,043 | 3,130 |
Total assets | 327,887 | 345,941 |
Current liabilities | ||
Accounts payable | 10,515 | 14,425 |
Accrued expenses | 11,459 | 9,663 |
Deferred revenue | 9,174 | 8,854 |
Lease liabilities | 7,979 | 8,022 |
Total current liabilities | 39,127 | 40,964 |
Long-term deferred revenue | 5,834 | 5,358 |
Contingent earnout liability | 1,607 | 2,415 |
Long-term lease liabilities | 39,391 | 40,608 |
Other liabilities | 3,867 | 4,042 |
Total liabilities | 89,826 | 93,387 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at March 31, 2023 and December 31, 2022; 195,643,620 and 194,560,946 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 19 | 19 |
Additional paid-in capital | 356,982 | 352,564 |
Accumulated deficit | (120,116) | (101,097) |
Accumulated other comprehensive income | 1,176 | 1,068 |
Total stockholders' equity | 238,061 | 252,554 |
Total liabilities and stockholders' equity | $ 327,887 | $ 345,941 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, Shares issued | 195,643,620 | 195,643,620 |
Common stock, Shares outstanding | 194,560,946 | 194,560,946 |
Accounts receivable, net of allowance for expected credit losses | $ 768 | $ 971 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 24,090 | $ 21,859 |
Cost of revenue | 12,508 | 10,253 |
Gross profit | 11,582 | 11,606 |
Operating expenses | ||
Sales and marketing | 10,576 | 10,448 |
Research and development | 10,380 | 10,567 |
General and administrative | 12,128 | 11,743 |
Total operating expenses | 33,084 | 32,758 |
Loss from operations | (21,502) | (21,152) |
Change in fair value of derivative liabilities | 189 | 693 |
Change in fair value of contingent earnout liability | 808 | 24,896 |
Other expense, net | (204) | (219) |
Interest income | 1,691 | 20 |
( Loss) Profit before income taxes | (19,018) | 4,238 |
Income tax expense (benefit) | 1 | (1) |
Net (loss) profit | $ (19,019) | $ 4,239 |
Weighted average shares outstanding - Basic | 195,369,245 | 186,383,312 |
Weighted average shares outstanding - diluted | 195,369,245 | 191,100,683 |
Net (loss) profit per share - basic | $ (0.10) | $ 0.02 |
Net (loss) profit per share - diluted | $ (0.10) | $ 0.02 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Other Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) profit | $ (19,019) | $ 4,239 |
Other comprehensive income, net of taxes: | ||
Unrealized (loss) on available-for-sale marketable securities, net | (50) | 0 |
Foreign currency translation adjustment | 158 | 0 |
Total comprehensive (loss) income | $ (18,911) | $ 4,239 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | AOCI Attributable to Parent [Member] |
Beginning Balance at Dec. 31, 2021 | $ 244,169 | $ 19 | $ 319,859 | $ (75,709) | |
Beginning Balance, Shares at Dec. 31, 2021 | 185,993,058 | ||||
Exercise of common stock options | 580 | 580 | |||
Exercise of common stock options, Shares | 942,836 | ||||
Stock vested under compensation plan less shares withheld to cover taxes | 182,066 | ||||
Stock-based compensation expense | 4,285 | 4,285 | |||
Earnout stock-based compensation expense | 1,137 | 1,137 | |||
Net (loss) profit | 4,239 | 4,239 | |||
Ending Balance at Mar. 31, 2022 | 254,410 | $ 19 | 325,861 | (71,470) | |
Ending Balance, Shares at Mar. 31, 2022 | 187,117,960 | ||||
Beginning Balance at Dec. 31, 2021 | 244,169 | $ 19 | 319,859 | (75,709) | |
Beginning Balance, Shares at Dec. 31, 2021 | 185,993,058 | ||||
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 | ||||
Exercise of common stock options | 180 | 180 | |||
Exercise of common stock options, Shares | 502,299 | ||||
Stock vested under compensation plan less shares withheld to cover taxes | 580,375 | ||||
Number of Shares, Vested Value | (118) | 118 | |||
Stock-based compensation expense | 4,144 | 4,144 | |||
Earnout stock-based compensation expense | 212 | 212 | |||
Net (loss) profit | (19,019) | (19,019) | |||
Other comprehensive income (loss) | 108 | 108 | |||
Ending Balance at Mar. 31, 2023 | $ 238,061 | $ 19 | $ 356,982 | $ (120,116) | $ 1,176 |
Ending Balance, Shares at Mar. 31, 2023 | 195,643,620 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities: | ||
Net Income (loss) | $ (19,019) | $ 4,239 |
Adjustments to reconcile net profit (loss) to cash used in operating activities | ||
Depreciation, amortization, and non-cash lease interest | 2,430 | 1,163 |
Provision for doubtful accounts | (523) | (43) |
Reserve for excess and obsolete inventory | 150 | 109 |
Change in fair value of warrant liabilities | (189) | (693) |
Change in fair value of contingent earnout liability | (808) | (24,896) |
Amortization (accretion) of (discounts) premiums on available-for-sale securities | (670) | 0 |
Stock-based compensation expense | 4,356 | 5,422 |
Changes in operating assets and liabilities, net of effects of businesses acquired | ||
Accounts receivable | 3,708 | 4,014 |
Inventory | (2,998) | (2,533) |
Prepaid expenses | 511 | 285 |
Other current assets | (28) | (1,376) |
Other assets | 85 | (236) |
Accounts payable and accrued expenses | (2,117) | (4,152) |
Other current liabilities | 0 | (82) |
Deferred revenue | 788 | 145 |
Other non-current lease liabilities | (1,218) | (613) |
Net cash used in operating activities | (15,542) | (19,247) |
Investing Activities: | ||
Purchases of property and equipment | (1,646) | (798) |
Purchases of available-for-sale securities | (18,950) | 0 |
Proceeds from sales and maturities of marketable securities | 2,500 | 0 |
Net cash used in investing activities | (18,096) | (798) |
Financing Activities: | ||
Proceeds from the exercise of common stock options | 180 | 580 |
Taxes paid related to net share settlement of equity awards | (118) | 0 |
Net cash provided by (used in) financing activities | 62 | 580 |
Effect of exchange rate changes on cash | 8 | |
Net change in cash, cash equivalents, and restricted cash | (33,568) | (19,465) |
Cash and cash equivalents and restricted cash | ||
Beginning of year | 124,242 | 288,603 |
End of period | 90,674 | 269,138 |
Supplemental disclosures of cash flow information | ||
Cash and cash equivalents | 90,674 | 269,138 |
Restricted cash | 1,430 | 0 |
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | 92,104 | 269,138 |
Non-cash financing and investing activities | ||
Purchase of property and equipment in accounts payable and accrued expenses | $ 899 | $ 83 |
Organization, Nature of the Bus
Organization, Nature of the Business, and Risks and Uncertainties | 3 Months Ended |
Mar. 31, 2023 | |
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 We continue to monitor, analyze, and respond to evolving developments regarding supply chain disruptions and the economic downturn. The Company is unable to predict the ultimate impact that these factors will have on the business, future results of operations, financial position or cash flows. The potential risks to the Company including certain accounting estimates around its supply chain, accounts receivable, inventory and related reserves, intangible assets, goodwill, and long-lived assets, were assessed and had no material impact as of and for the three months ended March 31, 2023. 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 condensed consolidated financial statements are issued. The accompanying condensed 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies The unaudited condensed 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 accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 17, 2023. Reporting Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are the currencies of the primary economic environment in which each of them operate. 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. 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 March 31, 2023 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. 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: March 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 82,704 $ — $ — $ 82,704 Total cash equivalents 82,704 — — 82,704 Commercial paper 27,447 — — 27,447 Government bonds 20,440 17 — 20,457 Corporate bonds 4,966 — ( 11 ) 4,955 U.S. Treasury bills 4,944 1 — 4,945 Asset-backed securities 2,955 — ( 3 ) 2,952 Total short-term investments $ 60,752 $ 18 $ ( 14 ) $ 60,756 Total cash equivalents and short-term investments $ 143,456 $ 18 $ ( 14 ) $ 143,460 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. Credit losses are estimated for accounts receivable considered to be uncollectible based on management’s assessment of collectability, which considers specific customers’ abilities to meet their financial obligations, the length of time receivables are past due, and historical collection experience. If circumstances related to specific customers change, or economic conditions deteriorate such that past collection experience is no longer relevant, the Company’s estimate of the recoverability of accounts receivable could be further reduced from the levels provided for in the consolidated financial statements. The following presents the changes in the balance of the Company’s allowance for doubtful accounts: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 1,559 $ 1,021 Provision adjustment ( 523 ) ( 43 ) Write – offs ( 250 ) ( 7 ) Balance at end of period $ 786 $ 971 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 and liabilities that are measured at fair value as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation: Fair Value Measurements March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 82,704 — — $ 82,704 Total cash and cash equivalents $ 82,704 $ — $ — $ 82,704 Commercial paper — 27,447 — 27,447 Government bonds — 20,457 — 20,457 Corporate bonds — 4,955 — 4,955 Asset-backed securities — 2,952 — 2,952 U.S. Treasury bills 4,945 — — 4,945 Total assets $ 87,649 $ 55,811 $ — $ 143,460 Liabilities: Contingent earnout liability $ — $ — $ 1,607 $ 1,607 Private placement warrant liability — — 472 472 Teton acquisition contingent earnout liability — — 602 602 Total liabilities $ — $ — $ 2,681 $ 2,681 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 The Company remeasures its Private Placement Warrants (as defined below) at fair value at each reporting period using Level 3 inputs via the Binomial Lattice Model. 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 12 Stock Warrants and Note 11 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 2, Contingent Earnout Liability. The Teton development milestone was met and settled in 2022. There were no transfers between levels during the periods presented. (in thousands) Contingent Earnout Liability Private Placement Warrant Liability Teton Acquisition Contingent Earnout Liability Total Other Liabilities Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ 62,368 Change in fair value ( 24,896 ) ( 693 ) — ( 25,589 ) Fair Value as of March 31, 2022 $ 34,826 $ 1,953 $ — $ 36,779 Fair Value as of December 31, 2022 $ 2,415 $ 661 $ 602 $ 3,678 Change in fair value ( 808 ) ( 189 ) — ( 997 ) Fair Value as of March 31, 2023 $ 1,607 $ 472 $ 602 $ 2,681 Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company does not require collateral from customers for amounts owed. As of March 31, 2023 and December 31, 2022 , one customer represented 13 % of the accounts receivable balance. For the three months ended March 31, 2023 no one customer represented 10 % of total revenue, and one customer represented 11 % of total revenue for the three months ended March 31, 2022 . Historically, the Company has not experienced any significant credit loss related to any individual customer . Additionally, we have cash and cash equivalents held on deposit at two primary financial institutions. 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 three months ended March 31, 2023 and 2022 . Sales and Marketing Advertising costs, which are expensed as incurred, are included as a component of sales and marketing expenses, and were $ 0.6 million and $ 1.0 million during the three months ended March 31, 2023 and 2022, respectively. 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 condensed consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 620 $ 658 Additions to warranty reserve 173 286 Claims fulfilled ( 309 ) ( 139 ) Balance at end of period $ 484 $ 805 Warranty reserve is recorded through cost of revenue in the condensed consolidated statements of operations. Segment Information The Company determines its chief operating decision maker (“CODM”) based on the person responsible for making resource allocation decisions. Operating segments are components of the business for which the CODM regularly reviews discrete financial information. Common Stock 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 three months ended March 31, 2023 , 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 condensed consolidated statements of operations at each reporting date as part of change in fair value of derivative liabilities, as described in Note 12. 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 11). 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 condensed 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 11. 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 approach, which is a special case of the 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 3 for additional information. Leases 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 not have any finance leases during the three months ended March 31, 2023 and 2022 . 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 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. Our annual review of goodwill impairment occurs in the fourth quarter. 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 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 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 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. 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. 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) 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 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 became effective for the Company on January 1, 2023, which did not have a material effect on the Company’s condensed consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Asset Acquisition [Abstract] | |
Acquisitions | Note 3. 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 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 Condensed 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. 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 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 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4. Revenue Contract Balances For the three months ended March 31, 2023 , the Company recognized $ 2.3 million from the deferred revenue account balances as of December 31, 2022. For the three months ended March 31, 2022 , the Company recognized $ 1.9 million from the deferred revenue account balance as of December 31, 2021. 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 $ 8.2 million expected to be recognized in the remainder of 2023, $ 4.1 million expected to be recognized in 2024, $ 2.1 million expected to be recognized in 2025, and $ 0.6 million thereafter. Disaggregation of Revenue The following table disaggregates the Company’s revenue based on the nature of the products and services: Three Months Ended March 31, (in thousands) 2023 2022 Hardware $ 15,195 $ 14,517 Consumables 6,455 5,456 Services 2,440 1,886 Total Revenue $ 24,090 $ 21,859 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 5. Property and Equipment, net Property and equipment consist of the following: (in thousands) March 31, December 31, Machinery and equipment $ 10,405 $ 9,954 Leasehold improvements 11,641 2,432 Computer equipment 3,660 3,532 Furniture and fixtures 472 429 Computer software 232 231 Construction in process 776 9,026 Property and equipment, gross 27,186 25,604 Less: Accumulated depreciation ( 8,064 ) ( 7,306 ) Property and equipment, net $ 19,122 $ 18,298 Depreciation expense for property and equipment was $ 0.8 million and $ 0.5 million for the three months ended March 31, 2023 and 2022 , respectively. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6. Inventory Inventory consists of the following: (in thousands) March 31, December 31, Raw material $ 4,897 $ 4,582 Work in process 383 175 Finished goods 23,992 21,652 Total inventory $ 29,272 $ 26,409 The Company maintained reserves for obsolete and excess inventory of $ 1.6 million and $ 1.5 million as of March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023 , obsolete inventory related to finished goods is $ 1.5 million and $ 0.1 million is related to raw materials. As of December 31, 2022, the obsolete inventory reserve related to finished goods is $ 1.3 million and $ 0.2 million is related to raw materials. The reserve for obsolete inventories is recorded within cost of revenue in the condensed consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7. Goodwill and Intangible Assets The following tables summarizes 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, 2022 $ 31,116 Foreign currency translation 74 March 31, 2023 $ 31,190 March 31, 2023 December 31, 2022 . Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Acquired technology 7 - 20 years $ 16,800 $ ( 322 ) $ 16,478 $ 16,800 $ ( 97 ) $ 16,703 Customer relationships 9 years 560 ( 37 ) 523 560 ( 19 ) 541 Trade names 1 year 90 ( 50 ) 40 90 ( 27 ) 63 Foreign currency translation 394 ( 9 ) 385 322 ( 3 ) 319 Intangible Assets, net $ 17,844 $ ( 418 ) $ 17,426 $ 17,772 $ ( 146 ) $ 17,626 The Company recognized amortization expense of $ 0.2 million and less than $ 0.1 million to costs of goods sold and operating expense, respectively, during the three months ended March 31, 2023 . 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 we anticipate continued use of the asset. The estimated future amortization expense for amortizable assets to be recognized is as follows as of March 31, 2023 (in thousands): 2023 (remaining nine months) $ 754 2024 1,495 2025 2,027 2026 2,231 2027 1,984 Thereafter 8,935 Total $ 17,426 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 8. Accrued Expenses The following table summarizes the Company’s components of accrued expenses: (in thousands) March 31, December 31, Warranty reserve $ 484 $ 620 Compensation, benefits, and expenses 5,636 4,451 Professional services 3,285 3,166 Marketing and advertising 388 279 Teton acquisition holdback liability 250 250 Accrued taxes 374 392 Accrued freight and duties 439 372 Other 603 133 Total accrued expense $ 11,459 $ 9,663 |
Convertible Preferred Stock, Co
Convertible Preferred Stock, Common Stock and Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Stock, Common Stock and Stockholders' Deficit | Note 9. Common Stock and Stockholders’ Equity Common Stock Reserved for Future Issuance The Company has reserved the following shares of common stock for future issuance: March 31, December 31, Common stock options outstanding and unvested RSU 21,640,031 22,962,929 Shares available for issuance under the 2021 plan 34,520,368 24,568,036 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 8,505,539 6,559,930 Total shares of authorized common stock reserved 74,590,938 64,015,895 |
Equity Based Awards
Equity Based Awards | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Based Awards | Note 10. 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 March 31, 2023, 34,520,368 and 8,505,539 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 on the immediately preceding December 31 or (ii) such lesser amount as determined by the Company’s Board of Directors. The 2021 ESPP allows eligible employees to authorize payroll deductions between 1 % and 15 % of the 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 employee will have the option to acquire common stock at a discount of up to 15% of the lesser of the Company’s common stock 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 three months ended March 31, 2023 and 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 no further awards will be granted thereunder. The 2013 Plan was terminated at Closing and all outstanding awards became outstanding under the 2021 Plan. Option activity under the plan for the year to date period ending March 31, 2023 is as follows: Number of Weighted- Weighted- Outstanding at December 31, 2022 11,922,334 $ 2.00 6.99 Granted — — Exercised ( 502,299 ) 0.36 Forfeited ( 173,225 ) 2.11 Outstanding at March 31, 2023 11,246,810 $ 2.07 6.89 Options exercisable at March 31, 2023 8,423,719 $ 2.04 6.77 The aggregate intrinsic value of stock options outstanding at March 31, 2023 was $ 0.1 million. As of March 31, 2023 , the Company had 11,024,365 options vested and expected to vest. Additional information regarding the exercise of stock options is as follows: Three Months Ended March 31, (in thousands, except weighted average) 2023 2022 Intrinsic value of options exercised $ 493 $ 2,750 In the three months ended March 31, 2023 and 2022 , the Company did no t grant any options to purchase shares of Common Stock. Restricted Stock Units During the three months ended March 31, 2023 , the Company awarded RSUs to newly hired employees and continuing employees. 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. The following table summarizes the RSU activity for the three months ended March 31, 2023: Number of Weighted- Outstanding at December 31, 2022 11,040,595 $ 3.94 Granted 372,100 1.45 Vested ( 681,560 ) 4.42 Forfeited ( 337,914 ) 3.85 Unvested at March 31, 2023 10,393,221 $ 3.82 Stock-Based Compensation Expense The Company recorded compensation expense related to options and RSUs of $ 4.1 million and $ 4.3 million for the three months ended March 31, 2023 and 2022 , respectively. Total unrecognized stock-based compensation expense for the RSUs outstanding was $ 30.9 million at March 31, 2023 , which is expected to be recognized over a weighted-average period of 2.8 years. Total unrecognized stock-based compensation expense for the options outstanding was $ 2.9 million at March 31, 2023 , which is expected to be recognized over a weighted-average period of 1.2 years. Three Months Ended March 31, (in thousands) 2023 2022 Stock options $ 738 $ 987 Restricted stock units 3,406 3,298 Stock-based compensation expense for restricted stock units and options $ 4,144 $ 4,285 During the three months ended March 31, 2023 and 2022, the Company recognized stock-based compensation expense related to the Markforged Earnout of $ 0.2 million and $ 1.1 million, respectively. The unrecognized compensation expense related to the Markforged Earnout is $ 2.6 million and will be recognized over a remaining period of no more than 2.3 years, dependent on when vesting conditions are met. The stock-based compensation expense for stock-based awards and earnout shares were recognized in the following captions within the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 73 $ 115 Sales and marketing 475 848 Research and development 1,147 1,419 General and administrative 2,661 3,040 Total stock-based compensation expense $ 4,356 $ 5,422 |
Earnout
Earnout | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Earnout | Note 11. 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 (the “Earnout”). 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. As discussed in Note 2, Summary of Significant Accounting Policies, 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, whether vested or unvested, or with respect to Legacy Markforged common stock. Earnout Shares issuable with respect to an unvested Legacy Markforged equity award as Earnout RSUs are subject to forfeiture if the holder does not complete the required service period. From the Closing through the date of a forfeiture of an unvested Legacy Markforged equity award, forfeited Earnout Shares are distributed to the remaining Eligible Markforged Equityholders on a pro-rata basis. The forfeited Earnout Shares are fungible between the two units of account. The following table summarizes the number of Earnout Shares allocated to each unit of account as of March 31, 2023: Triggering Event I Earnout Shares Triggering Event II Earnout Shares Derivative liability 7,285,119 6,070,929 Stock compensation 714,881 595,738 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 Event II. The estimated value of the Markforged Earnout Shares and surrendered Sponsor shares as of March 31, 2023 is $ 0.11 per share issuable upon Triggering Event I and $ 0.09 per share issuable upon Triggering Event II. The valuation of the Markforged Earnout Shares and surrendered Sponsor shares is based on a Monte Carlo simulation valuation model using 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: March 31, December 31, March 31, 2023 2022 2022 Current stock price $ 0.96 $ 1.16 $ 3.99 Expected volatility 70.00 % 65.00 % 65.00 % Risk-free interest rate 3.74 % 4.12 % 2.42 % Dividend rate — % — % — % Expected term (years) 3.29 3.54 4.30 Neither of the Earnout Triggering Events have occurred as of March 31, 2023 and therefore no earnout shares were distributed. |
Stock Warrants
Stock Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Stock Warrants | Note 12. Stock Warrants Private Placement Warrants and Public Warrants The 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 $ 0.5 million as of March 31, 2023 . The Company recorded a gain of $ 0.2 million and $ 2.0 million, respectively, for the three months ended March 31, 2023 and 2022, which is included in change in fair value of derivative liabilities on the condensed consolidated statements of operations. T he Private Placement Warrants were valued using the following assumptions under the Binomial Lattice Model: March 31, December 31, 2022 March 31, Market price of public stock $ 0.96 $ 1.16 $ 3.99 Exercise price $ 11.50 $ 11.50 $ 11.50 Expected term (years) 3.29 3.54 4.29 Volatility 170.0 % 177.0 % 76.0 % Risk-free interest rate 3.74 % 4.12 % 2.42 % Dividend rate — % — % — % 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 | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s condensed consolidated financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the consolidated financial statements carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. The Company recognized a de minimis tax expense (benefit) during the three months ended March 31, 2023 and 2022. The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50 % likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. As of March 31, 2023 and December 31, 2022 , the Company’s uncertain tax positions are not material and would no t impact the effective tax rate if recognized as a result of the valuation allowance maintained against the Company’s net deferred tax assets. 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 loss carryforwards and capitalized research and development costs at December 31, 2022. Since its inception, the Company has not recorded any income tax benefits for the net losses incurred or for the research and development tax credits earned in each year and interim period, as the Company believes, based upon the weight of available evidence, that it is more likely than not that all of its net operating loss carryforwards and tax credit carryforwards will not be realized. Management has determined that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets and, as a result, a full valuation allowance has been established at December 31, 2022. There is no material adjustment to the valuation allowance at March 31, 2023. On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law, with tax provisions primarily focused on implementing a 15 % minimum tax on global adjusted financial statement income and a 1 % excise tax on share repurchases. The IRA became effective on January 1, 2023. We do not expect the IRA will have a material impact on our income tax expense (benefit). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 14. Leases Rent expense under the Company’s operating lease agreements w as $ 1.6 million and $ 0.6 million for the three months ended March 31, 2023 and 2022. There were not any financing, variable, or short term leases during the three months ended March 31, 2023 and 2022 . Future minimum lease payments under these agreements are as follows as of March 31, 2023: (in thousands) Amount 2023 (remaining nine months) $ 5,697 2024 7,580 2025 7,650 2026 7,777 2027 7,958 After 2028 23,826 Total future lease payments $ 60,488 Less: interest ( 13,118 ) Present value of lease liabilities $ 47,370 Three Months Ended Three Months Ended March 31, 2022 Supplemental cash flow information: Cash payments for operating leases included in cash flows used in operating activities 1,218 613 March 31, 2023 Other lease information Weighted-average remaining lease term - Operating leases 7.7 years Weighted-average discount rate - Operating leases 6.4 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Legal Proceedings From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that 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 Profit (Loss) Per Share
Net Profit (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Profit (Loss) Per Share | Note 16. 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. Three Months Ended March 31, (in thousands, except per share amounts) 2023 2022 Numerator: Net (loss) profit $ ( 19,019 ) $ 4,239 Net (loss) profit attributable to common stockholders - Basic & Diluted ( 19,019 ) 4,239 Denominator: Weighted average shares outstanding - Basic 195,369,245 186,383,312 Add: Weighted average unvested options outstanding — 4,576,079 Add : Dilutive effect of restricted units issued — 141,292 Weighted average shares outstanding - Diluted 195,369,245 191,100,683 Net (loss) profit per common share: Basic $ ( 0.10 ) $ 0.02 Diluted ( 0.10 ) 0.02 For the three months ended March 31, 2023 , 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: Three Months Ended 2023 2022 Unvested RSUs 10,393,221 4,607,701 Unvested or unexercised option awards 11,246,810 — Warrants 8,524,984 8,524,984 Contingently issuable earnout shares 14,666,667 14,666,667 Total 44,831,682 27,799,352 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 17. Segment Information In the operation of the business, the Chief Executive Officer, who is the Company’s chief operating decision maker, reviews the business as one segment. 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: Three Months Ended (in thousands) 2023 2022 Americas $ 10,458 $ 10,097 EMEA 8,492 6,719 APAC 5,140 5,043 Total $ 24,090 $ 21,859 Revenue generated from customers within the Company’s country of domicile, the United States, amounted to $ 9.5 million for both the three months ended March 31, 2023 and 2022 , respectively. The Company’s long-lived assets, inclusive of right-of-use assets, are substantially located in the United States, where the Company’s primary operations are located. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 17, 2023. |
Reporting Currency | Reporting Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are the currencies of the primary economic environment in which each of them operate. |
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. |
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 March 31, 2023 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. |
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: March 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 82,704 $ — $ — $ 82,704 Total cash equivalents 82,704 — — 82,704 Commercial paper 27,447 — — 27,447 Government bonds 20,440 17 — 20,457 Corporate bonds 4,966 — ( 11 ) 4,955 U.S. Treasury bills 4,944 1 — 4,945 Asset-backed securities 2,955 — ( 3 ) 2,952 Total short-term investments $ 60,752 $ 18 $ ( 14 ) $ 60,756 Total cash equivalents and short-term investments $ 143,456 $ 18 $ ( 14 ) $ 143,460 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. Credit losses are estimated for accounts receivable considered to be uncollectible based on management’s assessment of collectability, which considers specific customers’ abilities to meet their financial obligations, the length of time receivables are past due, and historical collection experience. If circumstances related to specific customers change, or economic conditions deteriorate such that past collection experience is no longer relevant, the Company’s estimate of the recoverability of accounts receivable could be further reduced from the levels provided for in the consolidated financial statements. The following presents the changes in the balance of the Company’s allowance for doubtful accounts: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 1,559 $ 1,021 Provision adjustment ( 523 ) ( 43 ) Write – offs ( 250 ) ( 7 ) Balance at end of period $ 786 $ 971 |
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 and liabilities that are measured at fair value as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation: Fair Value Measurements March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 82,704 — — $ 82,704 Total cash and cash equivalents $ 82,704 $ — $ — $ 82,704 Commercial paper — 27,447 — 27,447 Government bonds — 20,457 — 20,457 Corporate bonds — 4,955 — 4,955 Asset-backed securities — 2,952 — 2,952 U.S. Treasury bills 4,945 — — 4,945 Total assets $ 87,649 $ 55,811 $ — $ 143,460 Liabilities: Contingent earnout liability $ — $ — $ 1,607 $ 1,607 Private placement warrant liability — — 472 472 Teton acquisition contingent earnout liability — — 602 602 Total liabilities $ — $ — $ 2,681 $ 2,681 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 The Company remeasures its Private Placement Warrants (as defined below) at fair value at each reporting period using Level 3 inputs via the Binomial Lattice Model. 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 12 Stock Warrants and Note 11 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 2, Contingent Earnout Liability. The Teton development milestone was met and settled in 2022. There were no transfers between levels during the periods presented. (in thousands) Contingent Earnout Liability Private Placement Warrant Liability Teton Acquisition Contingent Earnout Liability Total Other Liabilities Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ 62,368 Change in fair value ( 24,896 ) ( 693 ) — ( 25,589 ) Fair Value as of March 31, 2022 $ 34,826 $ 1,953 $ — $ 36,779 Fair Value as of December 31, 2022 $ 2,415 $ 661 $ 602 $ 3,678 Change in fair value ( 808 ) ( 189 ) — ( 997 ) Fair Value as of March 31, 2023 $ 1,607 $ 472 $ 602 $ 2,681 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company does not require collateral from customers for amounts owed. As of March 31, 2023 and December 31, 2022 , one customer represented 13 % of the accounts receivable balance. For the three months ended March 31, 2023 no one customer represented 10 % of total revenue, and one customer represented 11 % of total revenue for the three months ended March 31, 2022 . Historically, the Company has not experienced any significant credit loss related to any individual customer |
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 three months ended March 31, 2023 and 2022 . |
Sales and Marketing | Sales and Marketing Advertising costs, which are expensed as incurred, are included as a component of sales and marketing expenses, and were $ 0.6 million and $ 1.0 million during the three months ended March 31, 2023 and 2022, respectively. |
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 condensed consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 620 $ 658 Additions to warranty reserve 173 286 Claims fulfilled ( 309 ) ( 139 ) Balance at end of period $ 484 $ 805 Warranty reserve is recorded through cost of revenue in the condensed consolidated statements of operations. |
Segment Information | Segment Information The Company determines its chief operating decision maker (“CODM”) based on the person responsible for making resource allocation decisions. Operating segments are components of the business for which the CODM regularly reviews discrete financial information. |
Common Stock Warrant Liabilities | Common Stock 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 three months ended March 31, 2023 , 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 condensed consolidated statements of operations at each reporting date as part of change in fair value of derivative liabilities, as described in Note 12. 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 11). 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 condensed 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 11. 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 approach, which is a special case of the 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 3 for additional information. |
Leases | Leases 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 not have any finance leases during the three months ended March 31, 2023 and 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. Our annual review of goodwill impairment occurs in the fourth quarter. 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 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. 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. |
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 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 became effective for the Company on January 1, 2023, which did not have a material effect on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 82,704 $ — $ — $ 82,704 Total cash equivalents 82,704 — — 82,704 Commercial paper 27,447 — — 27,447 Government bonds 20,440 17 — 20,457 Corporate bonds 4,966 — ( 11 ) 4,955 U.S. Treasury bills 4,944 1 — 4,945 Asset-backed securities 2,955 — ( 3 ) 2,952 Total short-term investments $ 60,752 $ 18 $ ( 14 ) $ 60,756 Total cash equivalents and short-term investments $ 143,456 $ 18 $ ( 14 ) $ 143,460 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: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 1,559 $ 1,021 Provision adjustment ( 523 ) ( 43 ) Write – offs ( 250 ) ( 7 ) Balance at end of period $ 786 $ 971 |
Summary of Fair Value Hierarchy of The Valuation | The following table presents information about the Company’s assets and liabilities that are measured at fair value as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation: Fair Value Measurements March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 82,704 — — $ 82,704 Total cash and cash equivalents $ 82,704 $ — $ — $ 82,704 Commercial paper — 27,447 — 27,447 Government bonds — 20,457 — 20,457 Corporate bonds — 4,955 — 4,955 Asset-backed securities — 2,952 — 2,952 U.S. Treasury bills 4,945 — — 4,945 Total assets $ 87,649 $ 55,811 $ — $ 143,460 Liabilities: Contingent earnout liability $ — $ — $ 1,607 $ 1,607 Private placement warrant liability — — 472 472 Teton acquisition contingent earnout liability — — 602 602 Total liabilities $ — $ — $ 2,681 $ 2,681 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 |
Summary of Changes in Fair Value of the Derivative Warrant Liabilities | The significant assumptions used in preparing the above models are disclosed in Note 12 Stock Warrants and Note 11 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 2, Contingent Earnout Liability. The Teton development milestone was met and settled in 2022. There were no transfers between levels during the periods presented. (in thousands) Contingent Earnout Liability Private Placement Warrant Liability Teton Acquisition Contingent Earnout Liability Total Other Liabilities Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ 62,368 Change in fair value ( 24,896 ) ( 693 ) — ( 25,589 ) Fair Value as of March 31, 2022 $ 34,826 $ 1,953 $ — $ 36,779 Fair Value as of December 31, 2022 $ 2,415 $ 661 $ 602 $ 3,678 Change in fair value ( 808 ) ( 189 ) — ( 997 ) Fair Value as of March 31, 2023 $ 1,607 $ 472 $ 602 $ 2,681 |
Summary of Balance of The Company's Warranty Reserve | Warranty reserves are included within accrued expenses on the condensed consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 620 $ 658 Additions to warranty reserve 173 286 Claims fulfilled ( 309 ) ( 139 ) Balance at end of period $ 484 $ 805 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Acquisition [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 |
Teton Simulation Software | |
Business Acquisition [Line Items] | |
Schedule of Acquisition date fair value of the consideration transferred | 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 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 | |
Business Acquisition [Line Items] | |
Schedule of Acquisition date fair value of the consideration transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): 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 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) | 9 Months Ended |
Sep. 30, 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: Three Months Ended March 31, (in thousands) 2023 2022 Hardware $ 15,195 $ 14,517 Consumables 6,455 5,456 Services 2,440 1,886 Total Revenue $ 24,090 $ 21,859 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: (in thousands) March 31, December 31, Machinery and equipment $ 10,405 $ 9,954 Leasehold improvements 11,641 2,432 Computer equipment 3,660 3,532 Furniture and fixtures 472 429 Computer software 232 231 Construction in process 776 9,026 Property and equipment, gross 27,186 25,604 Less: Accumulated depreciation ( 8,064 ) ( 7,306 ) Property and equipment, net $ 19,122 $ 18,298 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of the following: (in thousands) March 31, December 31, Raw material $ 4,897 $ 4,582 Work in process 383 175 Finished goods 23,992 21,652 Total inventory $ 29,272 $ 26,409 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | The following tables summarizes 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, 2022 $ 31,116 Foreign currency translation 74 March 31, 2023 $ 31,190 March 31, 2023 December 31, 2022 . Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Acquired technology 7 - 20 years $ 16,800 $ ( 322 ) $ 16,478 $ 16,800 $ ( 97 ) $ 16,703 Customer relationships 9 years 560 ( 37 ) 523 560 ( 19 ) 541 Trade names 1 year 90 ( 50 ) 40 90 ( 27 ) 63 Foreign currency translation 394 ( 9 ) 385 322 ( 3 ) 319 Intangible Assets, net $ 17,844 $ ( 418 ) $ 17,426 $ 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 March 31, 2023 (in thousands): 2023 (remaining nine months) $ 754 2024 1,495 2025 2,027 2026 2,231 2027 1,984 Thereafter 8,935 Total $ 17,426 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | The following table summarizes the Company’s components of accrued expenses: (in thousands) March 31, December 31, Warranty reserve $ 484 $ 620 Compensation, benefits, and expenses 5,636 4,451 Professional services 3,285 3,166 Marketing and advertising 388 279 Teton acquisition holdback liability 250 250 Accrued taxes 374 392 Accrued freight and duties 439 372 Other 603 133 Total accrued expense $ 11,459 $ 9,663 |
Convertible Preferred Stock, _2
Convertible Preferred Stock, Common Stock and Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Common Stock Reserved for Future Issuance | The Company has reserved the following shares of common stock for future issuance: March 31, December 31, Common stock options outstanding and unvested RSU 21,640,031 22,962,929 Shares available for issuance under the 2021 plan 34,520,368 24,568,036 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 8,505,539 6,559,930 Total shares of authorized common stock reserved 74,590,938 64,015,895 |
Equity Based Awards (Tables)
Equity Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Option activity under the plan for the year to date period ending March 31, 2023 is as follows: Number of Weighted- Weighted- Outstanding at December 31, 2022 11,922,334 $ 2.00 6.99 Granted — — Exercised ( 502,299 ) 0.36 Forfeited ( 173,225 ) 2.11 Outstanding at March 31, 2023 11,246,810 $ 2.07 6.89 Options exercisable at March 31, 2023 8,423,719 $ 2.04 6.77 |
Summary of Additional information Regarding Exercise of Stock Options | Additional information regarding the exercise of stock options is as follows: Three Months Ended March 31, (in thousands, except weighted average) 2023 2022 Intrinsic value of options exercised $ 493 $ 2,750 |
Summary of Restricted Stock Units Activity | The following table summarizes the RSU activity for the three months ended March 31, 2023: Number of Weighted- Outstanding at December 31, 2022 11,040,595 $ 3.94 Granted 372,100 1.45 Vested ( 681,560 ) 4.42 Forfeited ( 337,914 ) 3.85 Unvested at March 31, 2023 10,393,221 $ 3.82 |
Summary of Recognized Stock-based Compensation Expense | Three Months Ended March 31, (in thousands) 2023 2022 Stock options $ 738 $ 987 Restricted stock units 3,406 3,298 Stock-based compensation expense for restricted stock units and options $ 4,144 $ 4,285 |
Summary Of Stock-based Compensation Based On Awards Granted | The stock-based compensation expense for stock-based awards and earnout shares were recognized in the following captions within the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 73 $ 115 Sales and marketing 475 848 Research and development 1,147 1,419 General and administrative 2,661 3,040 Total stock-based compensation expense $ 4,356 $ 5,422 |
Earnout (Tables)
Earnout (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 of March 31, 2023: Triggering Event I Earnout Shares Triggering Event II Earnout Shares Derivative liability 7,285,119 6,070,929 Stock compensation 714,881 595,738 Total Earnout Shares 8,000,000 6,666,667 |
Assumptions used in Valuation | The following table describes the assumptions used in the valuation: March 31, December 31, March 31, 2023 2022 2022 Current stock price $ 0.96 $ 1.16 $ 3.99 Expected volatility 70.00 % 65.00 % 65.00 % Risk-free interest rate 3.74 % 4.12 % 2.42 % Dividend rate — % — % — % Expected term (years) 3.29 3.54 4.30 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |
Summary of Fair Value Hierarchy of The Valuation | The following table presents information about the Company’s assets and liabilities that are measured at fair value as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation: Fair Value Measurements March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 82,704 — — $ 82,704 Total cash and cash equivalents $ 82,704 $ — $ — $ 82,704 Commercial paper — 27,447 — 27,447 Government bonds — 20,457 — 20,457 Corporate bonds — 4,955 — 4,955 Asset-backed securities — 2,952 — 2,952 U.S. Treasury bills 4,945 — — 4,945 Total assets $ 87,649 $ 55,811 $ — $ 143,460 Liabilities: Contingent earnout liability $ — $ — $ 1,607 $ 1,607 Private placement warrant liability — — 472 472 Teton acquisition contingent earnout liability — — 602 602 Total liabilities $ — $ — $ 2,681 $ 2,681 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 |
Private Placement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Summary of Fair Value Hierarchy of The Valuation | he Private Placement Warrants were valued using the following assumptions under the Binomial Lattice Model: March 31, December 31, 2022 March 31, Market price of public stock $ 0.96 $ 1.16 $ 3.99 Exercise price $ 11.50 $ 11.50 $ 11.50 Expected term (years) 3.29 3.54 4.29 Volatility 170.0 % 177.0 % 76.0 % Risk-free interest rate 3.74 % 4.12 % 2.42 % Dividend rate — % — % — % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum lease payments under these agreements are as follows as of March 31, 2023: (in thousands) Amount 2023 (remaining nine months) $ 5,697 2024 7,580 2025 7,650 2026 7,777 2027 7,958 After 2028 23,826 Total future lease payments $ 60,488 Less: interest ( 13,118 ) Present value of lease liabilities $ 47,370 |
Supplemental Cash Flow Information Related to Operating Leases | Three Months Ended Three Months Ended March 31, 2022 Supplemental cash flow information: Cash payments for operating leases included in cash flows used in operating activities 1,218 613 |
Schedule of Other Information Related to Operating Leases | March 31, 2023 Other lease information Weighted-average remaining lease term - Operating leases 7.7 years Weighted-average discount rate - Operating leases 6.4 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum lease payments under these agreements are as follows as of March 31, 2023: (in thousands) Amount 2023 (remaining nine months) $ 5,697 2024 7,580 2025 7,650 2026 7,777 2027 7,958 After 2028 23,826 Total future lease payments $ 60,488 Less: interest ( 13,118 ) Present value of lease liabilities $ 47,370 |
Net Profit (Loss) Per Share (Ta
Net Profit (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | Three Months Ended March 31, (in thousands, except per share amounts) 2023 2022 Numerator: Net (loss) profit $ ( 19,019 ) $ 4,239 Net (loss) profit attributable to common stockholders - Basic & Diluted ( 19,019 ) 4,239 Denominator: Weighted average shares outstanding - Basic 195,369,245 186,383,312 Add: Weighted average unvested options outstanding — 4,576,079 Add : Dilutive effect of restricted units issued — 141,292 Weighted average shares outstanding - Diluted 195,369,245 191,100,683 Net (loss) profit per common share: Basic $ ( 0.10 ) $ 0.02 Diluted ( 0.10 ) 0.02 |
Summary of Dilutive Securities are Excluded from the Denominator | The following dilutive securities are excluded from the denominator: Three Months Ended 2023 2022 Unvested RSUs 10,393,221 4,607,701 Unvested or unexercised option awards 11,246,810 — Warrants 8,524,984 8,524,984 Contingently issuable earnout shares 14,666,667 14,666,667 Total 44,831,682 27,799,352 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Disaggregated Revenue Data for Those Markets | Disaggregated revenue data for those markets is as follows: Three Months Ended (in thousands) 2023 2022 Americas $ 10,458 $ 10,097 EMEA 8,492 6,719 APAC 5,140 5,043 Total $ 24,090 $ 21,859 |
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 | 3 Months Ended |
Mar. 31, 2023 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 Recapitaliza
Merger and Reverse Recapitalization - Additional Information (Detail) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Common stock reserved for future issuance | 74,590,938 | 64,015,895 |
Common stock, Shares issued | 195,643,620 | 195,643,620 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares outstanding | 194,560,946 | 194,560,946 |
Merger and Reverse Recapitali_2
Merger and Reverse Recapitalization - Schedule of Common Stock Issued Following Consummation of Merger (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Common stock of one, outstanding prior to Merger | 194,560,946 | 194,560,946 |
Common stock, Shares issued | 195,643,620 | 195,643,620 |
Merger and Reverse Recapitali_3
Merger and Reverse Recapitalization - Schedule of Common Stock Issued Following Consummation of Merger (Parenthetical) (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Common stock of one, outstanding prior to Merger | 194,560,946 | 194,560,946 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Short-term Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Unrealized Losses | $ (50) | $ 0 | |
Money Market Funds [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 82,704 | $ 119,721 | |
Fair Value | 82,704 | 119,721 | |
Commercial Paper [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 3,077 | ||
Fair Value | 3,077 | ||
Cash Equivalents and Short-term Investments [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 143,456 | 166,380 | |
Unrealized Gains | 18 | 55 | |
Unrealized Losses | (14) | (1) | |
Fair Value | 143,460 | 166,434 | |
Short-Term Investments [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 60,752 | 43,582 | |
Unrealized Gains | 18 | 55 | |
Unrealized Losses | (14) | (1) | |
Fair Value | 60,756 | 43,636 | |
Cash Equivalents [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 82,704 | 122,798 | |
Fair Value | 82,704 | 122,798 | |
Asset-Backed Securities [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 2,955 | 2,921 | |
Unrealized Losses | (3) | (1) | |
Fair Value | 2,952 | 2,920 | |
US Treasury Securities [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 4,944 | 2,447 | |
Unrealized Gains | 1 | 3 | |
Fair Value | 4,945 | 2,450 | |
Corporate Debt Securities [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 4,966 | 3,927 | |
Unrealized Losses | (11) | ||
Fair Value | 4,955 | 3,927 | |
Commercial Papers [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 27,447 | 12,568 | |
Unrealized Gains | 1 | ||
Fair Value | 27,447 | 12,569 | |
Government Bonds [Member] | |||
Short-Term Debt [Line Items] | |||
Amortized Cost | 20,440 | 21,719 | |
Unrealized Gains | 17 | 51 | |
Fair Value | $ 20,457 | $ 21,770 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Allowance For Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 1,559 | $ 1,021 |
Provision for doubtful accounts | (523) | (43) |
Write – offs | (250) | (7) |
Balance at end of year | $ 786 | $ 971 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Fair Value Hierarchy of The Valuation (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 327,887 | $ 345,941 |
Total liabilities | 89,826 | 93,387 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value | 82,704 | 122,798 |
Contingent consideration | 1,607 | 2,415 |
Warrant liability | 472 | 661 |
Teton acquisition contingent earnout liability | 602 | 602 |
Total assets | 143,460 | 166,434 |
U.S. Treasury bills | 4,945 | 2,450 |
Commercial Paper | 27,447 | 12,569 |
Government bonds | 20,457 | 21,770 |
Corporate bonds | 4,955 | 3,927 |
Asset-Backed Securities, at Carrying Value | 2,952 | 2,920 |
Total liabilities | 2,681 | 3,678 |
Fair Value, Recurring [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value | 82,704 | 119,721 |
Total assets | 87,649 | 122,171 |
U.S. Treasury bills | 4,945 | 2,450 |
Fair Value, Recurring [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value | 3,077 | |
Total assets | 55,811 | 44,263 |
Commercial Paper | 27,447 | 12,569 |
Government bonds | 20,457 | 21,770 |
Corporate bonds | 4,955 | 3,927 |
Asset-Backed Securities, at Carrying Value | 2,952 | 2,920 |
Fair Value, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1,607 | 2,415 |
Warrant liability | 472 | 661 |
Teton acquisition contingent earnout liability | 602 | 602 |
Total liabilities | 2,681 | 3,678 |
Short-Term Investments [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value | 3,077 | |
Short-Term Investments [Member] | Fair Value, Recurring [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value | 3,077 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value | 82,704 | 119,721 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value | $ 82,704 | $ 119,721 |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Contingent Earnout Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of year | $ 2,415 | $ 59,722 |
Change in fair value | (808) | (24,896) |
Balance at end of year | 1,607 | 34,826 |
Private Placement Warrant Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of year | 661 | 2,646 |
Change in fair value | (189) | (693) |
Balance at end of year | 472 | 1,953 |
Teton Acquisition Contingent Earnout Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of year | 602 | |
Balance at end of year | 602 | |
Total Other Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of year | 3,678 | 62,368 |
Change in fair value | (997) | 25,589 |
Balance at end of year | $ 2,681 | $ 36,779 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Balance of The Company's Warranty Reserve (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Product Warranty Liability [Line Items] | ||
Balance at beginning of year | $ 620 | $ 658 |
Additions to warranty reserve | 173 | 286 |
Claims fulfilled | (309) | (139) |
Balance at end of year | $ 484 | $ 805 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) Customer $ / shares shares | Mar. 31, 2022 USD ($) Customer shares | |
Advertising expenses | $ | $ 0.6 | $ 1 |
Accounts Receivable [Member] | ||
Number of customer | Customer | 1 | |
Revenue Benchmark [Member] | ||
Number of customer | Customer | 0 | 1 |
Maximum [Member] | ||
Goodwill Impairment Valuation Techniques, Percentage | 75% | |
Minimum [Member] | ||
Goodwill Impairment Valuation Techniques, Percentage | 25% | |
AONE [Member] | ||
Number of Securities Called by Each Warrant | 1 | |
Warrant Exercise Price | $ / shares | $ 11.50 | |
Private Placement Warrants [Member] | AONE [Member] | ||
Class of warrants of rights, Outstanding | 3,150,000 | |
Public Warrants [Member] | ||
Number of Warrants Exercised | 0 | 0 |
Public Warrants [Member] | AONE [Member] | ||
Class of warrants of rights, Outstanding | 5,374,984 | |
Sponsor Earnout Shares [Member] | AONE [Member] | ||
Shares Surrendered Under Reverse Recapitalization | 2,610,000 | |
Markforged Earnout Shares [Member] | ||
Additional Merger Consideration Shares | 14,666,667 | |
Cash and Cash Equivalents [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Concentration risk percentage | 13% | |
Cash and Cash Equivalents [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Concentration risk percentage | 10% | 11% |
Acquisitions - Acquisition date
Acquisitions - Acquisition date fair value of the consideration transferred (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Aug. 31, 2022 | Apr. 04, 2022 |
Teton Simulation Software | |||
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 | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 33,500 | $ 33,500 | |
Equity consideration | 9,840 | ||
Asset Acquisition Consideration Transferred 1, Total | $ 43,340 |
Acquisitions - Fair values of a
Acquisitions - Fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | Apr. 04, 2022 |
Fair value of assets acquired | ||||
Right-of-use assets | $ 44,591 | $ 45,955 | ||
Goodwill | 31,190 | 31,116 | ||
Fair value of liabilities assumed | ||||
Lease liability -short term | 7,979 | 8,022 | ||
Long-term lease liabilities | $ 39,391 | $ 40,608 | ||
Teton Simulation Software | ||||
Fair value of assets acquired | ||||
Cash and Cash Equivalent | $ 383 | |||
Accounts receivable, net | 5 | |||
Prepaid and other assets | 17 | |||
Intangible Assets | 2,220 | |||
Goodwill | 4,711 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Total | 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 | |||
Liabilities acquired:, Total | $ 745 | |||
Digital Metal [Member] | ||||
Fair value of assets acquired | ||||
Cash and Cash Equivalent | $ 579 | |||
Accounts receivable, net | 535 | |||
Inventory | 2,470 | |||
Prepaid and other assets | 265 | |||
Fixed assets | 2,755 | |||
Right-of-use assets | 205 | |||
Intangible Assets | 15,230 | |||
Goodwill | 25,770 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Total | 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 | |||
Long-term lease liabilities | 132 | |||
Liabilities acquired:, Total | $ 4,469 |
Acquisitions (Additional Inform
Acquisitions (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Apr. 04, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Aug. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Estimated Useful Life (in years) | 7 years | ||||
Combination of cash and equity | $ 250 | ||||
Contingent consideration related to business and development milestones | 1,600 | ||||
Revenue | 24,090 | $ 21,859 | |||
Net Income (loss) | (19,019) | $ 4,239 | |||
Teton Simulation Software | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Total consideration | $ 6,600 | ||||
Cash consideration | 2,635 | 250 | |||
Stock Issued During Period, Shares, Acquisitions | 312,489 | ||||
Development contingent consideration | 600 | $ 1,000 | |||
Product technical milestones | $ 750 | ||||
Teton Simulation Software | Maximum [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration related to business and development milestones | $ 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 |
Acquisitions - Schedule of Fini
Acquisitions - Schedule of Finite-Lived Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 7 years |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Value | $ 560 |
Estimated Useful Life (in years) | 9 years |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Value | $ 90 |
Estimated Useful Life (in years) | 1 year |
Acquired Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Value | $ 14,580 |
Estimated Useful Life (in years) | 20 years |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized from deferred revenue | $ 2.3 | $ 1.9 |
Contractual obligation recognized in remainder of 2023 | 8.2 | |
Contractual obligation recognized in 2024 | 4.1 | |
Contractual obligation recognized in 2025 | 2.1 | |
Contractual obligation recognized thereafter | $ 0.6 |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue Based on Nature of Products and Services (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 24,090 | $ 21,859 |
Hardware [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 15,195 | 14,517 |
Consumables [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 6,455 | 5,456 |
Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 2,440 | $ 1,886 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 27,186 | $ 25,604 |
Less: Accumulated depreciation | (8,064) | (7,306) |
Property and equipment, net | 19,122 | 18,298 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,405 | 9,954 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,641 | 2,432 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,660 | 3,532 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 472 | 429 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 232 | 231 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 776 | $ 9,026 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.8 | $ 0.5 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw material | $ 4,897 | $ 4,582 |
Work in process | 383 | 175 |
Finished goods | 23,992 | 21,652 |
Total inventory | $ 29,272 | $ 26,409 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory Valuation Reserves | $ 1.6 | $ 1.5 |
Impairment of finished goods | 1.5 | 1.3 |
Impairment of raw materials | $ 0.1 | $ 0.2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | $ 31,116 | |
Ending Balance | $ 31,190 | $ 31,116 |
Estimated Useful Life (in years) | 7 years | |
Goodwill | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | $ 31,116 | |
Foreign currency translation | (74) | |
Ending Balance | 31,190 | 31,116 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 16,800 | 16,800 |
Accumulated Amortization | (322) | (97) |
Net Book Value | $ 16,478 | 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 | 560 |
Accumulated Amortization | (37) | (19) |
Net Book Value | $ 523 | 541 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 1 year | |
Gross carrying value | $ 90 | 90 |
Accumulated Amortization | (50) | (27) |
Net Book Value | 40 | 63 |
Foreign currency translation | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 394 | 322 |
Accumulated Amortization | (9) | (3) |
Net Book Value | 385 | 319 |
Intangible Assets, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 17,844 | 17,772 |
Accumulated Amortization | (418) | (146) |
Net Book Value | $ 17,426 | $ 17,626 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Additional Information) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Costs of goods sold | |
Goodwill [Line Items] | |
Amortization expense | $ 0.2 |
Operating expense | |
Goodwill [Line Items] | |
Amortization expense | $ 0.1 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of amortization expense for amortizable assets (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 (remaining nine months) | $ 754 |
2024 | 1,495 |
2025 | 2,027 |
2026 | 2,231 |
2027 | 1,984 |
Thereafter | 8,935 |
Total | $ 17,426 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Warranty reserve | $ 484 | $ 620 |
Compensation and benefits | 5,636 | 4,451 |
Professional services | 3,285 | 3,166 |
Marketing and advertising | 388 | 279 |
Teton acquisition holdback liability | 250 | 250 |
Accrued taxes | 374 | 392 |
Accrued freight and duties | 439 | 372 |
Other | 603 | 133 |
Total accrued expenses | $ 11,459 | $ 9,663 |
Convertible Preferred Stock, _3
Convertible Preferred Stock, Common Stock and Stockholders' Equity (Deficit) - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule for Common Stock Reserved for Future Issuance [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 74,590,938 | 64,015,895 |
Common stock options outstanding and unvested RSU [Member] | ||
Schedule for Common Stock Reserved for Future Issuance [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 21,640,031 | 22,962,929 |
Shares available for issuance under the 2021 plan [Member] | ||
Schedule for Common Stock Reserved for Future Issuance [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 34,520,368 | 24,568,036 |
Common stock warrants outstanding [Member] | ||
Schedule for Common Stock Reserved for Future Issuance [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 for Common Stock Reserved for Future Issuance [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 1,400,000 | 1,400,000 |
Employee Stock Purchase Plan [Member] | ||
Schedule for Common Stock Reserved for Future Issuance [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 8,505,539 | 6,559,930 |
Equity Based Awards - Summary o
Equity Based Awards - Summary of Stock Option Activity (Detail) - 2021 Stock Plan [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 11,922,334 | |
Granted | 0 | |
Exercised | (502,299) | |
Forfeited | (173,225) | |
Number of Shares, Outstanding | 11,246,810 | 11,922,334 |
Number of Shares, Options exercisable | 8,423,719 | |
Weighted-Average Exercise Price, Outstanding | $ 2 | |
Granted | 0 | |
Exercised | 0.36 | |
Forfeited | 2.11 | |
Weighted-Average Exercise Price, Outstanding | 2.07 | $ 2 |
Weighted-Average Exercise Price, Options exercisable | $ 2.04 | |
Weighted-Average Remaining Contractual Life, Outstanding | 6 years 10 months 20 days | 6 years 11 months 26 days |
Weighted-Average Remaining Contractual Life, exercisable | 6 years 9 months 7 days |
Equity Based Awards - Summary_2
Equity Based Awards - Summary of Additional Information Regarding Exercise of Stock Options (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
2013 Stock Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Line Items] | ||
Intrinsic value of options exercised | $ 493 | $ 2,750 |
Equity Based Awards - Summary_3
Equity Based Awards - Summary of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, Outstanding at December 31, 2022 | shares | 11,040,595 |
Number of Shares, Granted | shares | 372,100 |
Number of Shares, Vested | shares | (681,560) |
Number of Shares, Forfeited | shares | (337,914) |
Number of Shares, Unvested at March 31, 2023 | shares | 10,393,221 |
Weighted- Average Grant Date Fair Value, Outstanding at December 31, 2022 | $ / shares | $ 3.94 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 1.45 |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | 4.42 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 3.85 |
Weighted- Average Grant Date Fair Value, Unvested at March 31, 2023 | $ / shares | $ 3.82 |
Equity Based Awards - Summary_4
Equity Based Awards - Summary of Recognized Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 4,356 | $ 5,422 |
Cost of revenue [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 73 | 115 |
Sales and marketing [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 475 | 848 |
Research and development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 1,147 | 1,419 |
General and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 2,661 | $ 3,040 |
Equity Based Awards - Summary_5
Equity Based Awards - Summary of Stock-based Compensation based on Awards Granted (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | $ 4,356 | $ 5,422 |
Employee Stock Option [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | 738 | 987 |
Restricted Stock Units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | 3,406 | 3,298 |
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 | $ 4,144 | $ 4,285 |
Equity Based Awards - Additiona
Equity Based Awards - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Common stock reserved for future issuance | 74,590,938 | 64,015,895 | |
Share-based payment award, Aggregate intrinsic value of option outstanding | $ 100,000 | ||
Stock-based compensation expense for restricted stock units and options | 4,356,000 | $ 5,422,000 | |
Stock Options and Restricted Stock Units [Member] | |||
Share-based payment award, Compensation cost not yet recognized | $ 2,900,000 | ||
Share-based payment award, Compensation cost not yet recognized, Period of recognition | 1 year 2 months 12 days | ||
Stock-based compensation expense for restricted stock units and options | $ 4,100,000 | 4,300,000 | |
Restricted Stock Units | |||
Share-based payment award, Compensation cost not yet recognized | $ 30,900,000 | ||
Share-based payment award, Compensation cost not yet recognized, Period of recognition | 2 years 9 months 18 days | ||
Stock-based compensation expense for restricted stock units and options | $ 3,406,000 | 3,298,000 | |
Earnout [Member] | |||
Share-based payment award, Compensation cost not yet recognized | 2,600,000 | ||
Stock-based compensation expense for restricted stock units and options | $ 200,000 | $ 1,100 | |
Earnout [Member] | Maximum [Member] | |||
Share-based payment award, Compensation cost not yet recognized, Period of recognition | 2 years 3 months 18 days | ||
2013 Stock Plan [Member] | |||
Share-based compensation, number of shares available for grant | 0 | ||
Share-based payment award, Vested and expected to vest shares outstanding | 11,024,365 | ||
Share-based payment award, options grants to purchase shares | 0 | 0 | |
2021 Stock Option Plan [Member] | |||
Common stock reserved for future issuance | 34,520,368 | ||
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 on the immediately preceding December 31 or (ii) such lesser amount as determined by the Company’s Board of Directors. | ||
2021 ESPP [Member] | |||
Common stock reserved for future issuance | 8,505,539 | ||
2021 employee stock purchase plan description | At each offering period, the eligible employee will have the option to acquire common stock at a discount of up to 15% of the lesser of the Company’s common stock 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% | ||
Recognized stock compensation expense | $ 0 | ||
Share-based compensation, number of shares available for grant | 0 | ||
2021 ESPP [Member] | Maximum [Member] | |||
Authorize payroll deductions amount under plan | $ 25,000 |
Earnout - Additional Informatio
Earnout - Additional Information (Details) | 3 Months Ended | |||
Mar. 31, 2023 TradingDays $ / shares shares | Dec. 31, 2022 $ / shares shares | Mar. 31, 2022 $ / 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 | 195,643,620 | 195,643,620 | ||
Market price of public stock | $ / shares | $ 0.96 | $ 1.16 | $ 3.99 | |
Eligible Markforged Equityholders [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, Shares issued | shares | 14,666,667 | |||
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 pro-rata distribution basis ratio | 50 | |||
Market price of public stock | $ / shares | $ 0.11 | $ 8.04 | ||
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 | |||
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 pro-rata distribution basis ratio | 50 | |||
Market price of public stock | $ / shares | $ 0.09 | $ 7.66 | ||
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 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares surrendered under reverse recapitalization | shares | 2,610,000 |
Earnout - Summary of the number
Earnout - Summary of the number of Earnout Shares allocated to each unit of account (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Triggering Event I Earnout Share [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Derivative liability | 7,285,119 |
Stock compensation | 714,881 |
Total Earnout Shares | 8,000,000 |
Triggering Event II Earnout Share [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Derivative liability | 6,070,929 |
Stock compensation | 595,738 |
Total Earnout Shares | 6,666,667 |
Earnout - Assumptions used in t
Earnout - Assumptions used in the valuation (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Market price of public stock | $ 0.96 | $ 3.99 | $ 1.16 |
Expected volatility | 70% | 65% | 65% |
Risk-free interest rate | 3.74% | 2.42% | 4.12% |
Dividend rate | 0% | 0% | 0% |
Expected term (years) | 3 years 3 months 14 days | 4 years 3 months 18 days | 3 years 6 months 14 days |
Stock Warrants - Summary of Bla
Stock Warrants - Summary of Black- Scholes model using the following inputs (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | |||
Expected option term (in years) | 3 years 3 months 14 days | 4 years 3 months 18 days | 3 years 6 months 14 days |
Expected volatility | 70% | 65% | 65% |
Risk-free interest rate | 3.74% | 2.42% | 4.12% |
Expected dividend yield | 0% | 0% | 0% |
Fair value of common stock (per share) | $ 0.96 | $ 3.99 | $ 1.16 |
Stock Warrants - Additional In
Stock Warrants - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Jul. 14, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Common stock, Shares issued | 195,643,620 | 195,643,620 | ||
Warrants recognized liability at fair value | $ (189) | $ (693) | ||
Private Placement [Member] | Warrant [Member] | ||||
Warrants recognized liability at fair value | $ 5,700 | 500 | ||
Private Placement [Member] | Warrant [Member] | Fair value of derivative liabilities | ||||
Warrants recognized liability at fair value | $ 200 | $ 2,000 | ||
Public Warrant [Member] | ||||
Warrants recognized in Shareholder equity Fair Value | $ 9,700 |
Stock Warrants - Schedule of Pr
Stock Warrants - Schedule of Private Placement Warrants Valued Under Binomial Lattice Model (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Market price of public stock | $ 0.96 | $ 3.99 | $ 1.16 |
Expected term (years) | 3 years 3 months 14 days | 4 years 3 months 18 days | 3 years 6 months 14 days |
Volatility | 70% | 65% | 65% |
Risk-free interest rate | 3.74% | 2.42% | 4.12% |
Dividend rate | 0% | 0% | 0% |
Private Placement [Member] | Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Market price of public stock | $ 0.96 | $ 3.99 | $ 1.16 |
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 |
Expected term (years) | 3 years 3 months 14 days | 4 years 3 months 14 days | 3 years 6 months 14 days |
Volatility | 170% | 76% | 177% |
Risk-free interest rate | 3.74% | 2.42% | 4.12% |
Dividend rate | 0% | 0% | 0% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Aug. 16, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Deferred tax assets, Valuation allowance | $ 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 | |
Percentage of excise tax on share repurchases | 1% | ||
Minimum [Member] | |||
Effective Income Tax Rate Reconciliation, Percent | 15% | ||
Maximum [Member] | |||
Effective Income Tax Rate Reconciliation, Percent | 50% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Rent expense under the operating lease agreements | $ 1.6 | $ 0.6 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments (Detail) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2023 (remaining three months) | $ 5,697 |
2024 | 7,580 |
2025 | 7,650 |
2026 | 7,777 |
2027 | 7,958 |
After 2028 | 23,826 |
Total future minimum lease payments | 60,488 |
Less: interest | (13,118) |
Present value of lease liabilities | $ 47,370 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental disclosures of cash flow information | ||
Cash payments for operating leases included in cash flows used in operating activities | $ 1,218 | $ 613 |
Other lease information | ||
Weighted-average remaining lease term - Operating leases | 7 years 8 months 12 days | |
Weighted-average discount rate - Operating leases | 6.40% |
Net Profit (Loss) per Share - S
Net Profit (Loss) per Share - Summary of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator for basic and diluted net loss per share: | ||
Net (loss) profit | $ (19,019) | $ 4,239 |
Net (loss) profit attributable to common stockholders - Basic & Diluted | $ (19,019) | $ 4,239 |
Denominator for basic and diluted net loss per share: | ||
Weighted average shares outstanding - Basic | 195,369,245 | 186,383,312 |
Add: Weighted average unvested options outstanding | 0 | 4,576,079 |
Add: Dilutive effect of restricted units issued | 0 | 141,292 |
Weighted Average Number of Shares Outstanding, Diluted, Total | 195,369,245 | 191,100,683 |
Earnings Per Share, Basic [Abstract] | ||
Net (loss) profit per share - basic | $ (0.10) | $ 0.02 |
Earnings Per Share, Diluted [Abstract] | ||
Net (loss) profit per share - diluted | $ (0.10) | $ 0.02 |
Net Profit (Loss) per Share -_2
Net Profit (Loss) per Share - Summary of Dilutive Securities are Excluded from the Denominator (Detail) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 44,831,682 | 27,799,352 |
Unvested RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,393,221 | 4,607,701 |
Unvested option awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,246,810 | 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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 24,090 | $ 21,859 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 10,458 | 10,097 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 8,492 | 6,719 |
APAC | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 5,140 | $ 5,043 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 24,090 | $ 21,859 |
US [Member] | ||
Revenue | $ 9,500 | $ 9,500 |