Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 14, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | Markforged Holding Corporation | ||
Entity Current Reporting Status | Yes | ||
Entity Central Index Key | 0001816613 | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Local Phone Number | 496-1805 | ||
Entity File Number | 001-39453 | ||
City Area Code | 866 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, State or Province | MA | ||
Entity Tax Identification Number | 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 | 199,351,300 | ||
Entity Public Float | $ 148 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2024 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2023, are incorporated by reference in Part III of this Form 10-K, except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the proxy statement is not deemed to be filed as part of this Annual Report on Form 10-K. | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 238 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Common Class A [Member] | |||
Security Exchange Name | NYSE | ||
Trading Symbol | MKFG | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Warrant [Member] | |||
Security Exchange Name | NYSE | ||
Trading Symbol | MKFG.WS | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, $0.0001 par value |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 116,854 | $ 124,242 |
Total short-term investments | 0 | 43,690 |
Accounts receivable, net of allowance for expected credit losses ($360 and $1,559, respectively) | 24,059 | 29,294 |
Inventory | 26,773 | 26,409 |
Prepaid expenses | 2,756 | 2,847 |
Other current assets | 2,022 | 3,334 |
Total current assets | 172,464 | 229,816 |
Property and equipment, net | 17,713 | 18,298 |
Intangible assets, net | 17,128 | 17,626 |
Goodwill | 0 | 31,116 |
Right-of-use asset | 36,884 | 45,955 |
Other assets | 3,763 | 3,130 |
Total assets | 247,952 | 345,941 |
Current liabilities | ||
Accounts payable | 13,235 | 14,425 |
Accrued expenses | 9,840 | 9,663 |
Deferred revenue | 8,779 | 8,854 |
Lease liability | 7,368 | 8,022 |
Other current liabilities | 1,526 | 0 |
Total current liabilities | 40,748 | 40,964 |
Long-term deferred revenue | 6,083 | 5,358 |
Contingent earnout liability | 1,379 | 2,415 |
Long-term lease liabilities | 35,771 | 40,608 |
Other liabilities | 2,361 | 4,042 |
Total liabilities | 86,342 | 93,387 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at December 31, 2023 and December 31, 2022; 198,581,263 and 194,560,946 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 19 | 19 |
Additional paid-in capital | 366,281 | 352,564 |
Accumulated deficit | (204,664) | (101,097) |
Accumulated other comprehensive (loss) income | (26) | 1,068 |
Total stockholders' equity | 161,610 | 252,554 |
Total liabilities and stockholders' equity | $ 247,952 | $ 345,941 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, Shares issued | 198,581,263 | 194,560,946 |
Common stock, Shares outstanding | 198,581,263 | 194,560,946 |
Accounts receivable, net of allowance for expected credit losses | $ 360 | $ 1,559 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 93,784 | $ 100,958 |
Cost of revenue | 49,370 | 50,252 |
Gross profit | 44,414 | 50,706 |
Operating expenses | ||
Sales and marketing | 37,830 | 44,975 |
Research and development | 40,737 | 42,387 |
General and administrative | 47,761 | 50,428 |
Goodwill impairment | 29,467 | 0 |
Total operating expenses | 155,795 | 137,790 |
Loss from operations | (111,381) | (87,084) |
Change in fair value of derivative liabilities | 472 | 1,485 |
Change in fair value of contingent earnout liability | 1,036 | 57,307 |
Other expense, net | (307) | (381) |
Interest expense | (373) | (11) |
Interest income | 6,400 | 2,878 |
Loss before income taxes | (104,153) | (25,806) |
Income tax (benefit) expense | (586) | (418) |
Net loss | $ (103,567) | $ (25,388) |
Weighted average shares outstanding - basic | 196,896,011 | 189,747,367 |
Weighted average shares outstanding - diluted | 196,896,011 | 189,747,367 |
Net loss per share - basic | $ (0.53) | $ (0.13) |
Net loss per share - diluted | $ (0.53) | $ (0.13) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income (Loss) | $ (103,567) | $ (25,388) |
Other comprehensive income, net of taxes: | ||
Unrealized gain on available-for-sale marketable securities, net | (54) | 54 |
Foreign currency translation adjustment | (1,040) | 1,014 |
Total comprehensive loss | $ (104,661) | $ (24,320) |
Consolidated Statement of Chang
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 | 2,216 | 2,216 | |||
Exercise of common stock options, Shares | 1,997,314 | ||||
Stock-based compensation expense | 16,607 | 16,607 | |||
Stock vested under compensation plan, shares | 1,555,988 | ||||
Stock vested under compensation plan | (664) | (664) | |||
Earnout stock-based compensation expense | 1,602 | 1,602 | |||
Issuance of Common Stock in connection with acquisitions (InShare) | 4,702,097 | ||||
Common stock issued for acquisitions | 12,194 | 12,194 | |||
Issuance of Common Stock in connection with acquisition (In Share) | 312,489 | ||||
Issuance of Common Stock in connection with acquisition earnout achievement | 750 | 750 | |||
Other comprehensive income | 1,068 | $ (1,068) | |||
Net loss | (25,388) | (25,388) | |||
Ending Balance at Dec. 31, 2022 | 252,554 | $ 19 | 352,564 | (101,097) | 1,068 |
Ending Balance, Shares at Dec. 31, 2022 | 194,560,946 | ||||
Exercise of common stock options | 187 | 187 | |||
Exercise of common stock options, Shares | 510,294 | ||||
Stock-based compensation expense | 14,039 | 14,039 | |||
Stock vested under compensation plan, shares | 3,510,023 | ||||
Stock vested under compensation plan | (457) | (457) | |||
Earnout stock-based compensation expense | (52) | (52) | |||
Common stock issued for acquisitions | 0 | ||||
Other comprehensive income | (1,094) | (1,094) | |||
Net loss | (103,567) | (103,567) | |||
Ending Balance at Dec. 31, 2023 | $ 161,610 | $ 19 | $ 366,281 | $ (204,664) | $ (26) |
Ending Balance, Shares at Dec. 31, 2023 | 198,581,263 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Operating Activities: | ||
Net loss | $ (103,567) | $ (25,388) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Depreciation, amortization, and non-cash lease interest | 12,670 | 9,181 |
Provision for doubtful accounts | (688) | 545 |
Provision for excess and obsolete inventory | 305 | 544 |
Change in fair value of derivative liabilities | 426 | (1,485) |
Change in fair value of contingent earnout liability | (1,036) | (57,307) |
Amortization (accretion) of (discounts) premiums on available-for-sale securities | (1,913) | (92) |
Stock-based compensation expense | 13,987 | 18,209 |
Long-lived asset impairment | 4,015 | 0 |
Goodwill impairment | 29,467 | 0 |
Foreign exchange (gains) losses on intercompany transactions, net | (75) | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | 5,967 | (2,469) |
Inventory | (529) | (14,050) |
Prepaid expenses | 107 | 1,144 |
Other current assets | 1,321 | (2,604) |
Other assets | (635) | (922) |
Accounts payable and accrued expenses | (862) | 3,401 |
Other current liabilities | 26 | (135) |
Deferred revenue | 648 | 3,756 |
Other long term liabilities | (669) | 0 |
Other non-current lease liabilities | (7,865) | (5,849) |
Net cash provided by (used in) operating activities | (48,900) | (73,521) |
Investing Activities: | ||
Purchases of property and equipment | (3,591) | (11,415) |
Proceeds from the sale of property, plant and equipment | 37 | 0 |
Cash paid for acquisitions, net of cash acquired | 0 | (35,939) |
Purchases of available-for-sale securities | (18,950) | (43,544) |
Proceeds from sales and maturities of marketable securities | 64,602 | 0 |
Net cash provided by (used in) investing activities | 42,098 | (90,898) |
Financing Activities: | ||
Acquisition holdback payment | (250) | 0 |
Proceeds from the exercise of common stock options | 187 | 2,216 |
Taxes paid related to net share settlement of equity awards | (457) | (664) |
Net cash provided by (used in) provided by financing activities | (520) | 1,552 |
Effect of exchange rate changes on cash | (66) | (64) |
Net change in cash, cash equivalents, and restricted cash | (7,388) | (162,931) |
Cash, cash equivalents, and restricted cash | ||
Beginning of year | 125,672 | 288,603 |
End of period | 118,284 | 125,672 |
Supplemental disclosure of cash flow information | ||
Cash and cash equivalents | 116,854 | 124,242 |
Restricted cash in other non-current assets | 1,430 | 1,430 |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | 118,284 | 125,672 |
Non cash operating activities | ||
Additions to right of use assets and liabilities from adoption of ASC 842 | 0 | 12,248 |
Right of use assets obtained in exchange for new lease liabilities | 0 | 37,861 |
Non cash financing and investing activities | ||
Purchase of property and equipment in accounts payable and accrued expenses | 325 | 4,347 |
Common stock issued for acquisitions | 0 | 12,194 |
Common stock issued in connection with acquisition earnout achievement | 0 | 750 |
Common stock disbursed to settle acquisition holdback | $ 250 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (103,567) | $ (25,388) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization, Nature of the Bus
Organization, Nature of the Business, and Risks and Uncertainties | 12 Months Ended |
Dec. 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 provisions, and intangible assets, were assessed and had no material impact as of and for the year ended December 31, 2023. We recorded a $ 4.0 million long-lived asset impairment related to our right-of-use assets during the second quarter of 2023 (see Note 2) and $ 29.5 million goodwill impairment in the third quarter of 2023 (see Note 7). There may be changes to those estimates in future periods, and actual results could differ from those estimates. The Company has funded its operations to date primarily through the sale of convertible preferred stock, the proceeds from the Merger, including the sale of common stock, and the sale of its products. Management believes that existing cash will be sufficient to fund operating and capital expenditure requirements through at least one year after the date these consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s fiscal year end is December 31 and, unless otherwise stated, all years and dates refer to the fiscal year. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with US GAAP. All significant intercompany accounts and transactions have been eliminated in consolidation. Reporting Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are 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, provision 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. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (‘‘ASC’’) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the new revenue recognition accounting standard, the Company performs the following five steps: • identifies the contract with a customer; • identifies the performance obligations in the contract; • determines the transaction price; • allocates the transaction price to the performance obligations in the contract; and • recognizes revenue when (or as) the entity satisfies a performance obligation. Our customer contracts include multiple products and services. We are required to perform allocations of the contract value to the products and services deemed to be distinct performance obligations by US GAAP in order to recognize revenue at the appropriate time. These allocations are based on a relative standalone selling price methodology, which requires us to determine the standalone selling price for each performance obligation. We utilize selling prices from standalone sales of the product or service when available. However, certain products are not sold on a standalone basis or do not have a sufficient history of standalone sales and we are required to estimate the standalone selling price for the purposes of our allocation. We utilize market information, historical selling practices, and other available information to produce as accurate an estimate as possible. Cash and Cash Equivalents The Company considers all highly liquid investments including money market funds, treasury securities, and commercial paper with original maturities of 90 days or less to be cash equivalents. Restricted Cash Restricted cash represents cash and cash equivalents that are restricted to withdrawal or use as of the reporting date. Restricted cash as of December 31, 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 (loss) as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations. Realized gains and losses and declines in the value of securities attributable to actual or expected losses are included in other income (expense), net in the consolidated statements of operations. All investments in marketable securities mature within one year. The Company’s cash equivalents and short-term investments are invested in the following: December 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 110,775 $ — $ — $ 110,775 Total cash equivalents $ 110,775 $ — $ — $ 110,775 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: Year Ended December 31, (in thousands) 2023 2022 Balance at beginning of period $ 1,559 $ 1,021 Provision adjustment ( 688 ) 545 Write – offs ( 511 ) ( 7 ) Balance at end of period $ 360 $ 1,559 Fair Value of Financial Instruments The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation: Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 110,775 — — $ 110,775 Total cash and cash equivalents $ 110,775 $ — $ — $ 110,775 Total assets $ 110,775 $ — $ — $ 110,775 Liabilities: Contingent earnout liability $ — $ — $ 1,379 $ 1,379 Private placement warrant liability — — 189 189 Teton acquisition contingent earnout liability — — 1,500 1,500 Total liabilities $ — $ — $ 3,068 $ 3,068 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. The Teton business milestone was determined to have a high probability of attainment and the liability was increased by $ 0.9 million to the maximum value of $ 1.5 million as of December 31, 2023, the impact of which is recorded within sales and marketing expense. 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 Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ 62,368 Change in fair value ( 57,307 ) ( 1,985 ) 500 ( 58,792 ) Additions — — 1,602 1,602 Settlement of liability acquired as part of acquisitions — — ( 1,500 ) ( 1,500 ) Fair Value as of December 31, 2022 $ 2,415 $ 661 $ 602 $ 3,678 Fair Value as of December 31, 2022 $ 2,415 $ 661 $ 602 $ 3,678 Change in fair value ( 1,036 ) ( 472 ) 898 ( 610 ) Fair Value as of December 31, 2023 $ 1,379 $ 189 $ 1,500 $ 3,068 Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents held on deposit at one financial institution and accounts receivable. The Company does not require collateral from customers for amounts owed. As of and for the year ended December 31, 2023 , no customer represented greater than 10 % of the accounts receivable balance or total revenue. As of and for the year ended December 31, 2022 , one customer represented greater than 10 % of the accounts receivable balance and total revenue. Historically, the Company has not experienced any significant credit loss related to any individual customer. Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of net profit or loss. Repairs and maintenance costs are expensed as incurred. The cost of property and equipment is depreciated based upon the following asset lives: Asset Classification Estimated Useful Life Machinery and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Computer equipment 3 years Computer software 3 years Furniture and fixtures 3 years Impairment of Long-Lived Assets The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant reassessment or that the carrying value of these assets may not be recoverable. When a triggering event is identified, management assesses the recoverability of the asset group, which is the lowest level where identifiable cash flows are largely independent, by comparing the expected undiscounted cash flows of the asset group to the carrying value. When the carrying value is not recoverable and an impairment is determined to exist, the asset group is written down to fair value. The Company exited certain leased facilities during fiscal year 2023 and is in the process of seeking subleases for those properties. The Company recorded a non-cash, pre-tax and after-tax impairment charge of $ 4.0 million related to the operating lease right-of-use (“ROU”) asset recorded for 480 Pleasant Street within the general and administrative expense caption of the consolidated statements of operations in the second quarter of 2023. The impairment was determined by comparing the fair value of the impacted ROU asset to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment, using Level 2 inputs. The fair value of the ROU asset was based on the estimated sublease income for certain facilities taking into consideration the time period it will take to obtain a sublessor, the applicable discount rate and the sublease rate. Inventory Inventory is stated at lower of cost and net realizable value. Cost is based on a standard costing system which approximates the cost on a first in, first out method. The Company regularly reviews inventory for excess and obsolescence and records a provision to write down inventory to its net realizable value when carrying value is in excess of this value. The costs include materials, labor, and manufacturing overhead that relate to the acquisition of raw materials and production into finished goods. The net realizable value considers our intent and ability to utilize the inventory prior to perishing as well as the estimated selling price and costs of completion and sale. We regularly review our inventory on hand, product development plans, and sales forecasts to identify carrying values in excess of net realizable value. Cost of Revenue Cost of revenue is primarily comprised of cost of product and software subscriptions, maintenance services, personnel-related costs, third party logistics, warranty and maintenance fulfillment costs, and overhead. For the production of consumables, the Company utilizes its internal manufacturing facilities and personnel, while for the production of the Company’s additive manufacturing hardware, third party manufacturers are utilized. For internally manufactured products, the cost of revenue includes raw material, labor conversion costs, and overhead related to the manufacturing operations, inclusive of associated depreciation. Cost of revenue for maintenance services is comprised of costs associated with the Company’s customer success teams’ provision of remote and on-site support services to customers in addition to the cost of replacement parts. The Company’s cost of revenue also includes indirect costs of providing products and services to its customers. These indirect costs consist primarily of estimates for excess and obsolete inventory, warranty, and stock-based compensation. Research and Development The Company expenses all research and development costs as incurred. These costs consist mainly of employee compensation and other personnel-related costs, product prototypes, facility costs, as well as engineering services . Sales and Marketing Sales and marketing costs are expensed as incurred and are primarily comprised of personnel-related costs for the Company’s sales and marketing departments, costs related to sales commissions, trades shows, facilities costs, as well as advertising and other demand generating services. Sales and marketing expenses includes advertising costs of $ 2.2 million and $ 4.1 million during 2023 and 2022 , respectively. Shipping and Handling Costs The Company recognizes shipping and handling costs in cost of revenue within the consolidated statements of operations. When shipping and handling services are provided subsequent to the point in time control is transferred, the Company accounts for the shipping and handling services as a fulfillment activity and accrues the related costs. Stock-Based Compensation The Company recognizes expense for stock-based compensation awards based on the estimated fair value of the award on the date of grant, which is amortized on a straight-line basis over the employee’s or director’s requisite service period for service based awards, generally the vesting period of the award. Awards containing market and/or performance conditions are recognized using the graded vesting method, which is an accelerated expense attribution method. The Company used the Black-Scholes pricing model to estimate the fair value of options on the date of grant. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The Company grants stock options and restricted stock units at exercise prices determined equal to the fair value of common stock on the date of the grant, as determined by the Board of Directors. The fair value of the Company’s common stock at each measurement date prior to the merger was based on a number of factors, including the results of third-party valuations, the Company’s historical financial performance, and observable arms-length sales of the Company’s capital stock including convertible preferred stock, and the prospects of a liquidity event, among other inputs. The computation of expected option life is based on an average of the vesting term and the maximum contractual life of the Company’s stock options, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company estimates an expected forfeiture rate for stock options, which is factored into the determination of stock-based compensation expense. The volatility assumption is based on the historical and implied volatility of the Company’s peer group with similar business models. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield percentage is zero because the Company does not currently pay dividends nor does the Company intend to do so in the future. These estimates involve inherent uncertainties and the use of different assumptions may have resulted in stock-based compensation expense that was different from the amounts recorded. Warranty Reserves Substantially all of the Company’s hardware products are covered by a standard assurance warranty of one year. In the event of a failure of a product covered by this warranty, the Company may repair or replace the product, at its option. The Company’s warranty reserve reflects estimated material and labor costs for potential or actual product issues for which the Company expects to incur an obligation. The Company periodically assesses the appropriateness of the warranty reserve and adjusts the amount as necessary. If the data used to calculate the appropriateness of the warranty reserve are not indicative of future requirements, additional or reduced warranty reserves may be necessary. Warranty reserves are included within accrued expenses on the consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Year Ended December 31, (in thousands) 2023 2022 Balance at beginning of period $ 620 $ 658 Additions to warranty reserve 1,397 812 Claims fulfilled ( 1,131 ) ( 850 ) Balance at end of period $ 886 $ 620 Warranty reserve is recorded through cost of revenue in the consolidated statements of operations. Common Stock The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). Dividends may be declared and paid on common stock from funds lawfully available as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding preferred stock. Through the year ended December 31, 2023 , no dividends had been declared. Profit (Loss) Per Share Basic profit (loss) per common share is calculated by dividing net profit (loss) attributable to common stockholders, less any participating dividends, by the weighted average number of common shares outstanding during the applicable period. Diluted profit (loss) per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive . See Note 16 for further information. Income Taxes The Company files U.S. federal and state tax returns where applicable. The non-U.S. subsidiaries file income tax returns in their respective jurisdictions. The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets or liabilities for the expected future tax consequences based on the differences between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate, in effect when the differences are expected to reverse. Valuation allowances are provided, if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities, and any valuation allowance recorded against those net deferred tax assets. The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. Common St ock Warrant Liabilities The Company assumed 5,374,984 publicly-traded warrants (“Public Warrants”) and 3,150,000 private placement warrants originally issued by AONE (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with AONE’s initial public offering and subsequent overallotment and entitle the holder to purchase one share of the Common Stock at an exercise price of $ 11.50 per share. The Common Stock Warrants became exercisable the later of 30 days after the Company completed the Merger or 12 months from the closing of AONE’s initial public offering, but can be terminated on the earlier of 5 years after the Merger, liquidation of the Company, or the Redemption Date as determined by the Company. During the years ended December 31, 2023 and 2022 , no Public Warrants or Private Placement Warrants were exercised. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur which would permit a cashless exercise, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public Warrants and Private Placement Warrants and concluded that the Private Placement Warrants do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision that, if applied, could result in a different settlement value for the Private Placement Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” As the Private Placement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date as part of change in fair value of derivative liabilities, as described in Note 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 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 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 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 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 or usage metrics, which had a fair value of $ 0.6 million as of the date of acquisition. The fair value of this milestone was determined to be $ 1.5 million as of December 31, 2023, the $ 0.9 million increase in fair value is recorded within sales and marketing expense on the statement of operations. 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 was “held-back.” The amount was released 12 months following the Closing Date. The holdback cash and shares were held on Markforged's December 31, 2022 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. Subsequent to the acquisition date, the Company made a measurement period adjustment to the preliminary purchase price allocation, which resulted in an increase to goodwill of $ 0.2 million. The increase was due to an increase in deferred income tax liabilities of $ 0.2 million. 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 consolidated statements of operations. Digital Metal AB (“Digital Metal”) On August 31, 2022 (the “Closing Date”), pursuant to a Sale and Purchase Agreement (the “Purchase Agreement”) by and between Markforged and Höganäs Aktiebolag, a limited liability company incorporated under the laws of Sweden (the “Seller”), the Company completed its acquisition of all of the outstanding share capital of Digital Metal AB, a limited liability company incorporated under the laws of Sweden (“Digital Metal”). At the closing, the Company issued 4,100,000 shares of common stock of the Company, and paid approximately $ 33.5 million in cash. The cash payment was comprised of $ 32.0 million related to the purchase price and $ 1.5 million to settle certain intercompany balances between the Seller and Digital Metal. The acquisition of Digital Metal, the creator of a precise and reliable binder jetting solution, extends Markforged's capabilities into high-throughput production of metal additive parts. Digital Metal generated revenues of $ 2.0 million and net loss of $ 1.4 million during the period between the date of acquisition, August 31, 2022, and December 31, 2022. These amounts are reflected in the consolidated statements of operations for the year ended December 31, 2022. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s estimates of their fair values on the acquisition date. The fair values of intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for acquired technologies, relief-from-royalty method for trade names, and the distributor method for customer relationships. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves, and EBITDA margins. The excess of the purchase price over the fair values of tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill for the acquisition. The Company’s estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date) as a result of additional information obtained with regards to facts and circumstances that existed as of the acquisition date. Subsequent to the acquisition date, the Company made a measurement period adjustment to the preliminary purchase price allocation, which resulted in a decrease to goodwill of $ 2.0 million. The change was due to a decrease in deferred income tax liabilities of $ 0.5 million and increase of intangible assets of $ 1.5 million. 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 Pro Forma Information (Unaudited) The following unaudited pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisition of Digital Metal had occurred on January 1, 2021: Years Ended December 31, (Unaudited) 2022 2021 Net revenues $ 102,739 $ 95,097 Net profit (loss) ( 27,863 ) 3,858 Although actual results could differ from the pro forma results, the Company believes the pro forma results provide a reasonable basis for presenting the significant effects of the transaction. However, the pro forma results are not necessarily indicative of the results that would have occurred if the transaction had occurred at the beginning of fiscal year 2021, including potential synergies, and therefore does not represent what the actual net revenues and net loss would have been had the companies been combined as of this date. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4. Revenue The Company derives revenue from the sale of 3D printers, consumable materials, and hardware maintenance agreements, through its global channel of third-party value-added reseller partners (“VARs”). Typically, the VAR is the Company’s customer. Customers are invoiced at the time of shipment or at the beginning of the maintenance term and payment is typically due within 60 days. Contracts primarily contain fixed consideration although certain VAR contracts include performance rebates that may be earned based on sales targets which are accounted for as variable consideration and a reduction of revenue. The Company’s variable consideration is primarily based on performance metrics measured over the fiscal year, thus uncertainties related to variable consideration are resolved as of December 31, 2023 and 2022. Revenue associated with the Company’s products are generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Revenue associated with hardware maintenance arrangements is recognized ratably over the term of the arrangements. For its premium cloud software subscription offering, the Company recognizes revenue ratably over time beginning on the date the customer is capable of accessing the software under “Services” in the revenue disaggregation table. Significant Judgements The Company enters into certain contracts that have multiple performance obligations. These performance obligations may include 3D printers, consumables, and premium cloud software subscription offerings. Contracts with more than one performance obligation require the Company to allocate the transaction price to each performance obligation. As the Company’s contracts predominantly contain fixed consideration, the allocation of transaction price is based on a relative standalone selling price method. Certain products are not sold on a standalone basis or do not have a sufficient history of standalone sales and we are required to estimate the standalone selling price for the purposes of our allocation. We utilize market information, historical selling practices, and other available information to produce as accurate an estimate as possible. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. The Company has a right to bill when products are shipped, which is often the point in time revenue is recognized. As a result, the Company will have accounts receivable for billings and also deferred revenue for the portion of billings in advance of service in its hardware maintenance agreements. The Company recognized $ 7.5 million of revenue in 2023 from deferred revenue as of December 31, 2022 . The Company recognized $ 5.9 million of revenue in 2022 from deferred revenue 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 $ 8.8 million to be recognized in 2024, $ 4.0 million in 2025, $ 1.6 million in 2026, and $ 0.5 million thereafter. Contract Costs When costs to obtain a contract are incremental and the amortization period is greater than one year , the cost is capitalized and amortized over the period that aligns with the transfer of related goods and services. The amortization period does not extend beyond the initial contract term because there is not a sufficient history of renewals. When the costs to obtain a contract are capitalized for a contract that includes multiple performance obligations, the amortization pattern is consistent with the pattern of revenue recognition for the performance obligations. The Company expenses sales commissions when incurred when the amortization period is one year or less. These costs are recorded within sales and marketing in the consolidated statement of operations. Disaggregation of Revenue The following table disaggregates the Company’s revenue based on the nature of the products and services: Year Ended December 31, (in thousands) 2023 2022 Hardware $ 59,287 $ 69,112 Consumables 23,996 23,423 Services 10,501 8,423 Total Revenue $ 93,784 $ 100,958 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 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) December 31, December 31, Machinery and equipment $ 11,249 $ 9,954 Leasehold improvements 12,613 2,432 Computer equipment 3,481 3,532 Furniture and fixtures 438 429 Computer software 242 231 Construction in process 523 9,026 Property and equipment, gross 28,546 25,604 Less: Accumulated depreciation ( 10,833 ) ( 7,306 ) Property and equipment, net $ 17,713 $ 18,298 Depreciation expense for property and equipment was $ 4.2 million and $ 2.3 million for t he years ended December 31, 2023 and 2022, respectively. Disposal of property and equipment amounted to $ 0.8 millio n of fully depreciated assets for the year ended December 31, 2023 and $ 1.2 million for the year ended December 31, 2022 . |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6. Inventory Inventory consists of the following: (in thousands) December 31, December 31, Raw material $ 4,324 $ 4,582 Work in process 555 175 Finished goods 21,894 21,652 Total inventory $ 26,773 $ 26,409 The Company maintained a provision for excess and obsolete inventory of $ 1.8 million and $ 1.5 milli on as of December 31, 2023 and 2022, respectively. As of December 31, 2023 , excess and obsolete inventory impairment related to finished goods is $ 1.3 million and $ 0.5 million is related to raw materials. As of December 31, 2022 , excess and obsolete inventory impairment related to finished goods is $ 1.3 million and $ 0.2 million is related to raw materials. The impairment of excess and obsolete inventories is recorded within cost of revenue in the consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7. Goodwill and Intangible Assets The following tables summarize the Company’s goodwill and intangible assets, all of which are related to the acquisitions of Teton Simulation Software in April 2022 and Digital Metal AB in August 2022 (in thousands): (in thousands) Goodwill December 31, 2021 $ — Acquisition of Teton Simulation Software 4,711 Acquisition of Digital Metal 25,770 Foreign currency translation 635 December 31, 2022 $ 31,116 Foreign currency translation ( 1,649 ) Goodwill impairment ( 29,467 ) December 31, 2023 $ — December 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 $ ( 970 ) $ 15,830 $ 16,800 $ ( 97 ) $ 16,703 Customer relationships 9 years 560 ( 83 ) 477 560 ( 19 ) 541 Trade names 1 year 90 ( 90 ) — 90 ( 27 ) 63 Foreign currency translation 848 ( 27 ) 821 322 ( 3 ) 319 Intangible Assets, net $ 18,298 $ ( 1,170 ) $ 17,128 $ 17,772 $ ( 146 ) $ 17,626 The Company recognized the following amortization expense to cost of revenue and operating expense during the years ended December 31, 2023 and 2022. Year Ended December 31, 2023 2022 Cost of revenue $ 877 $ 97 Operating expenses 147 49 Total $ 1,024 $ 146 Revenue is the basis for the economic pattern used to determine the amortization schedule of developed technology and customer relationships. Trade name intangible amortization is based on the term in which the Company anticipates using the asset. The estimated future amortization expense for amortizable assets to be recognized is as follows as of December 31, 2023 (in thousands): 2024 $ 1,524 2025 2,071 2026 2,286 2027 2,036 2028 1,655 Thereafter 7,556 Total $ 17,128 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 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) December 31, December 31, Warranty reserve 886 $ 620 Compensation, benefits, and expenses 4,213 4,451 Professional services 2,540 3,166 Marketing and advertising 325 279 Teton acquisition holdback liability — 250 Accrued taxes 252 392 Accrued freight and duties 594 372 Purchase commitment 700 — Other 330 133 Total accrued expense $ 9,840 $ 9,663 |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock and Stockholders' Equity (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: December 31, December 31, Common stock options outstanding and unvested RSU 26,199,449 22,962,929 Shares available for issuance under the 2021 plan 27,028,491 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 71,658,479 64,015,895 |
Equity Based Awards
Equity Based Awards | 12 Months Ended |
Dec. 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 December 31, 2023, 27,028,491 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 as of December 31 of the immediately preceding year or (ii) such lesser amount as determined by the Company’s Board of Directors. The awards generally vest 25 percent after 12 months , followed by ratable vesting over 36 months. The options granted generally expire 10 years from the date of grant. The grant date fair value of options and RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The 2021 ESPP allows eligible employees to authorize payroll deductions between 1 % and 15 % of their base salary or wages, up to $ 25,000 annually, to be applied toward the purchase of shares of the Company’s common stock occurring at offering periods determined by the Company. At each offering period, the eligible employees will have the option to acquire common stock at a discount of up to 15% of the lesser of the Company’s common stock price on (i) the first trading day of the offering period or (ii) the last day of the offering period. The offering periods under the 2021 ESPP are not to exceed 27 months between periods. On January 1 of each subsequent year under the plan, the number of shares available for issuance under the plan will be increased by the lesser of (i) 4,700,000 shares of common stock, (ii) one percent of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year, or (iii) number of shares of common stock determined by the Company. During the year ended December 31, 2023 , the Company did no t recognize stock compensation expense related to the 2021 ESPP as there were no grants under the 2021 ESPP. Legacy Markforged's 2013 Stock Plan (the “2013 Plan”) was terminated at the Closing and all outstanding awards became outstanding under the 2021 Plan. No further awards will be granted under the 2013 Plan. Option activity under the 2021 Plan for the year ended December 31, 2023 is as follows: Number of Weighted- Weighted- Outstanding at December 31, 2022 11,922,334 $ 2.00 6.99 Granted — — Exercised ( 510,294 ) 0.37 Forfeited ( 523,589 ) 2.12 Outstanding at December 31, 2023 10,888,451 $ 2.07 6.13 Options exercisable at December 31, 2023 9,948,613 $ 2.06 6.07 The aggregate intrinsic value of stock options outstanding at December 31, 2023 was $27 thousand. As of December 31, 2023, the Company had 10,707,785 shares vested and expected to vest. Additional information regarding the exercise of stock options is as follows: Year Ended December 31, (in thousands, except weighted average) 2023 2022 Intrinsic value of options exercised $ 501 $ 3,525 In the years ended December 31, 2023 and 2022, the Company did no t grant any options to purchase shares of Common Stock. Restricted Stock Units During the year ended December 31, 2023, the Company awarded RSUs to newly hired and continuing employees, as well as non-employee directors. The fair value per share of these awards was determined based on the fair market value of our stock on the date of the grant and is being recognized as stock-based compensation expense over the requisite service period. Awards containing market and/or performance conditions are recognized using the graded vesting method, which is an accelerated expense attribution method. We have not issued any awards with market and/or performance conditions since the Merger. The RSUs that vested during the year ended December 31, 2023 had a fair value of $ 4.5 million. The following table summarizes the RSU activity for the year ended December 31, 2023: Number of Weighted- Outstanding at December 31, 2022 11,040,595 $ 3.94 Granted 10,958,347 1.15 Vested ( 3,965,864 ) 3.63 Forfeited ( 2,722,080 ) 3.38 Unvested at December 31, 2023 15,310,998 $ 2.12 Stock-Based Compensation Expense The Company recorded compensation expense related to options and RSUs of $ 14.0 million and $ 16.6 million for the years ended December 31, 2023 and 2022. Total unrecognized stock-based compensation expense for the RSUs outstandin g was $ 27.4 m illion at December 31, 2023 , which is expected to be recognized over a weighted-average period of 2.5 years. Total unrecognized stock-based compensation expense for the options outstandin g was $ 1.0 m illion at December 31, 2023 , which is expected to be recognized over a weighted-average period of 0.8 years. Year Ended December 31, (in thousands) 2023 2022 Stock options $ 2,641 $ 3,493 Restricted stock units 11,398 13,114 Stock-based compensation expense for restricted stock units and options $ 14,039 $ 16,607 Markforged Earnout Shares issuable to holders of Legacy Markforged equity interests as of the Merger closing date (“Eligible Markforged Equityholders”) with respect to a Legacy Markforged equity award are accounted for as equity classified stock compensation. Markforged Earnout Shares issuable with respect to a vested Legacy Markforged equity award do not have a requisite service period. To the extent that an Eligible Markforged Equityholder is entitled to receive Markforged Earnout RSUs with respect to an unvested Legacy Markforged equity award, the Earnout RSUs are subject to a service-based vesting condition with a vesting period equivalent to the remaining service period of the holder’s Legacy Markforged equity award as of Closing. During the year ended December 31, 2023, the Company recognized de minimis stock-based compensation income related to the Markforged Earnout. The unrecognized compensation expense related to the Markforged Earnout is $ 0.9 million and recognized over a remaining period of no more than 1.25 years, dependent on when vesting conditions are met. The stock-based compensation expense for stock-based awards and earnout shares was recognized in the following captions within the consolidated statements of operations: Year Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 259 $ 354 Sales and marketing 1,851 2,158 Research and development 4,649 4,584 General and administrative 7,228 11,113 Total stock-based compensation expense $ 13,987 $ 18,209 |
Earnout
Earnout | 12 Months Ended |
Dec. 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. During the Earnout Period, the Sponsor’s 2,610,000 surrendered shares of common stock will be released from lock-up upon certain triggering events. On the date when the volume-weighted average trading sale price (“VWAP”) of one share of the Common Stock quoted on the NYSE is greater than or equal to $ 12.50 for any twenty trading days within any thirty consecutive trading day period within the Earnout Period (“Triggering Event I”), the Eligible Markforged Equityholders will receive 8,000,000 Markforged Earnout Shares distributed on a pro-rata basis and 50 % of the Sponsor’s surrendered shares will be released from lock-up to the Sponsor. On the date when the VWAP of one share of the Company’s common stock quoted on the NYSE is greater than or equal to $ 15.00 for any twenty trading days within any thirty consecutive trading day period within the Earnout Period (“Triggering Event II” and together with Triggering Event I, each a "Triggering Event"), the Eligible Markforged Equityholders will receive the remaining 6,666,667 Markforged Earnout Shares distributed on a pro-rata basis and the remaining 50 % of the Sponsor’s surrendered shares will be released from lock-up to the Sponsor. There are two units of account within the Markforged Earnout Shares depending on whether the Eligible Markforged Equityholder is entitled to receive Markforged Earnout Shares with respect to a Legacy Markforged equity award, in which case the Markforged Earnout Shares are accounted for as equity classified stock compensation, or with respect to Legacy Markforged common stock, in which case the Markforged Earnout Shares are accounted for as a liability classified instrument in accordance with Accounting Standards Codification Topic 815-40. Markforged Earnout Shares issuable with respect to an unvested Legacy Markforged equity award are issued in the form of Earnout RSUs and are subject to forfeiture if the holder does not complete the required service period. Forfeited Markforged Earnout Shares are distributed to the remaining Eligible Markforged Equityholders on a pro-rata basis and are fungible between the two units of account. The following table summarizes the number of Earnout Shares allocated to each unit of account as o f December 31, 2023: Triggering Event I Earnout Shares Triggering Event II Earnout Shares Derivative liability 7,320,502 6,100,415 Stock compensation 679,498 566,252 Total Earnout Shares 8,000,000 6,666,667 As of the Closing, the estimated value of the Markforged Earnout Shares and surrendered Sponsor shares was $ 8.04 per share issuable upon Triggering Event I and $ 7.66 per share issuable upon Triggering Even t II. The estimated value of the Markforged Earnout Shares and surrendered Sponsor shares as of December 31, 2023 is $ 0.10 per share issuable upon Triggering Event I and $ 0.07 per share issuable upon Triggering Event II. The valuation of the Markforged Earnout Sha res and surrendered Sponsor shares is based on a Monte Carlo simulation to model a distribution of potential outcomes on a monthly basis over the Earnout period using the most reliable information available. The following table describes the assumptions used in the valuation: December 31, December 31, 2023 2022 Current stock price $ 0.82 $ 1.16 Expected volatility 85.00 % 65.00 % Risk-free interest rate 4.07 % 4.12 % Dividend rate — % — % Expected term (years) 2.54 3.54 Neither of the Earnout Triggering Events have occurred as of December 31, 2023 and therefore none were distributed. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Stock Warrants | Note 12. Stock Warrants Private Placement Warrants and Public Warrants T he Private Placement Warrants were initially recognized as a liability on July 14, 2021 at a fair value of $ 5.7 million. The Private Placem ent Warrants were remeasured to a fair value of $ 0.2 million and $ 0.6 million as of December 31, 2023 and 2022, respectively. The Company recorded gains of $ 0.5 and $ 2.0 million for the years ended December 31, 2023 and 2022, which is included in change in fair value of derivative liabilities on the consolidated statements of operations. The Company benchmarks the change in fair value of the Private Placement Warrants against the market price of the publicly traded warrants at each quarter end, the closing price of which was $ 0.06 /warrant as of December 31, 2023. The Private Placement Warrants were valued using the following assumptions under the Binomial Lattice Model as of December 31, 2022: December 31, 2022 Market price of public stock $ 1.16 Exercise price $ 11.50 Expected term (years) 3.54 Volatility 177.0 % Risk-free interest rate 4.12 % 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 | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The components of the Company’s profit (loss) before income taxes are as follows: Year Ended December 31, (in thousands) 2023 2022 Profit (loss) before income taxes: Domestic ( 75,028 ) $ ( 24,673 ) Foreign ( 29,125 ) ( 1,133 ) Total $ ( 104,153 ) $ ( 25,806 ) The components of the income tax expense (benefit) are as follows: Year Ended December 31, (in thousands) 2023 2022 Current Provision Federal $ — $ — State — 3 Foreign 83 69 Total current expense (benefit) $ 83 72 Deferred Provision Federal — ( 136 ) State — ( 52 ) Foreign ( 669 ) ( 302 ) Total deferred expense (benefit) ( 669 ) ( 490 ) Total income tax expense (benefit) $ ( 586 ) $ ( 418 ) The income tax expense (benefit) primarily relates to acquired deferred tax liabilities serving as a source of income to support recognition of certain existing deferred tax assets as well as the benefit related to certain foreign losses. The overall effective tax rate differs from the statutory US federal tax rate as follows: Year Ended December 31, % of Pretax Profit (Loss) 2023 2022 Statutory US federal tax rate 21.00 % 21.00 % State income taxes, net of federal benefit 4.04 5.88 Stock-based compensation ( 2.19 ) ( 8.24 ) Nondeductible expenses ( 0.15 ) — Goodwill impairment ( 6.06 ) — Fair market value change in warrants and earn out liabilities — 47.85 Transaction costs — ( 1.26 ) Officer's compensation ( 0.13 ) ( 0.69 ) Research and development credits 2.56 32.93 Valuation allowance ( 18.11 ) ( 91.07 ) Change in statutory tax rate ( 0.04 ) ( 1.05 ) Other ( 0.36 ) ( 3.80 ) Effective tax rate 0.56 % 1.55 % Significant components of the Company’s net deferred tax assets are as follows: December 31, (in thousands) 2023 2022 Deferred tax assets Lease liability $ 10,493 $ 11,220 Capitalized research and development costs 14,596 9,453 Stock compensation 2,175 2,296 Reserves 689 824 Deferred revenue 1,298 778 Accrued expenses 564 509 Amortization — 200 Inventory reserves 670 — Net operating losses 42,646 33,690 Research and development credits 15,465 12,260 Other credits 407 254 Gross deferred tax assets $ 89,003 $ 71,484 Less: Valuation allowance ( 78,576 ) ( 59,514 ) Deferred tax liabilities Right-of-use assets ( 8,966 ) ( 10,599 ) Deferred expenses ( 125 ) — Acquired intangible assets ( 3,218 ) ( 3,690 ) Depreciation ( 203 ) ( 464 ) Loss on sale of assets ( 20 ) — Net deferred tax assets $ ( 2,105 ) $ ( 2,783 ) As of December 31, 2023, the Company had federal net operating loss carryforwards of $ 15.0 million that are subject to expire at various dates between 2033 and 2037 , and net operating losses of $ 156.6 million, that have no expiration date and can be carried forward indefinitely but are limited in their usage to 80% of annual taxable income . As of December 31, 2023, the Company had state tax net operating loss carryforwards of $ 89.9 million, that are subject to expire at various dates between 2026 and 2042 . At December 31, 2023, the Company had federal and state research and development tax credit carryforwards of $ 11.0 million and $ 5.6 million, which begin to expire in 2033 and 2038 , respectively. As of December 31, 2023, the Company had foreign net operating loss carryforwards of $ 6.1 million, which have an unlimited carryforward period and do not expire. The federal and state net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and similar state provisions, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. As of December 31, 2023, the Company has not completed a 382 study to assess whether a change of ownership has occurred since its formation. Uncertain tax positions represent tax positions for which income tax reserves have been established. The Company’s policy is to record interest and penalties related to uncertain tax positions as part of income tax expense. Reserves for uncertain tax positions as of December 31, 2023 are not material and would not impact the effective tax rate if recognized due to the valuation allowance maintained against the Company’s net deferred tax assets. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. There are currently no pending income tax examinations. The Company is open to federal tax examination under statute from 2020 to present. The Company is open to tax examination in other jurisdictions from 2017 to present. Carryforward attributes from prior years may still be adjusted upon examination by federal, state and/or foreign tax authorities to the extent utilized in an open tax year or in future periods. As of December 31, 2023, the Company has not provided for deferred income taxes on unremitted earnings of its foreign subsidiaries since these earnings are indefinitely reinvested. Upon distribution of such earnings in the form of dividends or otherwise, the Company could be subject to taxes. The Company’s foreign unremitted earnings are not material and, as such, any taxes attributable to such unremitted earnings would not be material. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are primarily comprised of net operating losses and research and development credits. Management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets and, as a result, a valuation allowance of $ 78.6 million has been established at December 31, 2023. The following table presents the changes in the balance of the Company’s deferred income tax asset valuation allowance: Year Ended December 31, (in thousands) 2023 2022 Balance at beginning of year $ 59,514 $ 36,009 Additions charged to expense 19,062 23,505 Balance at end of year $ 78,576 $ 59,514 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 14. Leases Rent expense under the Company’s operating lease agreements was $ 7.9 million and $ 6.7 million for the years ended December 31, 2023 and 2022, respectively. There were no financing, variable, or short term leases during the years ended December 31, 2023 and 2022. The Company recorded a non-cash, pre-tax impairment of $ 4.0 million related to the operating lease right-of-use (“ROU”) asset recorded for 480 Pleasant Street in the second quarter of 2023. See Note 2 for additional information on the impairment. Future minimum lease payments under our operating leases are as follows as of December 31, 2023: (in thousands) Amount 2024 $ 6,877 2025 7,652 2026 7,777 2027 7,958 2028 7,385 After 2029 16,441 Total future lease payments $ 54,090 Less: interest ( 10,951 ) Present value of lease liabilities $ 43,139 Year Ended Year Ended Supplemental cash flow information: Cash payments for operating leases included in cash flows used in operating activities 7,865 5,849 December 31, 2023 December 31, 2022 Other lease information Weighted-average remaining lease term - Operating leases 7.1 years 7.9 years Weighted-average discount rate - Operating leases 6.4 % 6.4 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Minimum Commitment Arrangements The Company may enter into non-binding purchase agreements with suppliers to acquire inventory and other materials during the normal course of business. The Company did no t have any minimum purchase commitment arrangements. Legal Proceedings From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that address accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. In July 2021, Continuous Composites Inc. (“Continuous Composites”), a company based out of Idaho, brought a claim in the United States District Court for the District of Delaware against the Company regarding patent infringement. While the Company takes any claims of infringement seriously, Markforged believes that Continuous Composites’ claims are baseless and without merit. The Company intends to mount a vigorous defense against Continuous Composites in court. However, the Company can provide no assurance as to the outcome of any such disputes, and any such actions may result in judgments against Markforged for significant damages. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time. |
Net (Loss) Profit Per Share
Net (Loss) Profit Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net (Loss) Profit Per Share | Note 16. Net Profit (Loss) Per Share The Company computes basic net profit (loss) per share using net profit (loss) attributable to the Company’s common stockholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. Year Ended December 31, (in thousands, except per share amounts) 2023 2022 Numerator: Net loss $ ( 103,567 ) $ ( 25,388 ) Net loss attributable to common stockholders - Basic & Diluted ( 103,567 ) ( 25,388 ) Denominator: Weighted average shares outstanding - Basic 196,896,011 189,747,367 Add: Weighted average unvested options outstanding — — Add : Dilutive effect of restricted units issued — — Weighted average shares outstanding - Diluted 196,896,011 189,747,367 Net loss per common share: Basic $ ( 0.53 ) $ ( 0.13 ) Diluted ( 0.53 ) ( 0.13 ) For the years ended December 31, 2023 and 2022, the Company was in a net loss position, thus the effect of potentially dilutive securities, including non-vested stock options, and warrants, was excluded from the denominator for the calculation of diluted net loss per share because the inclusion of such securities would be antidilutive. The following dilutive securities are excluded from the denominator: Year Ended 2023 2022 Unvested RSUs 13,075,215 11,040,595 Unvested or unexercised option awards 11,113,273 11,922,334 Warrants 8,524,984 8,524,984 Contingently issuable earnout shares 14,666,667 14,666,667 Total 47,380,139 46,154,580 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 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 (“CODM”) is the person responsible for making resource allocation decisions. Operating segments are components of the business for which the CODM regularly reviews discrete financial information. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company currently sells its product in the Americas, Europe, Middle East and Africa (“EMEA”), and Asia Pacific (“APAC”) markets. The Company measures revenue based on the physical location of where the customer who is receiving the promised goods or service is located. Disaggregated revenue data for those markets is as follows: Year Ended (in thousands) 2023 2022 Americas $ 43,715 $ 46,638 EMEA 29,744 30,185 APAC 20,325 24,135 Total $ 93,784 $ 100,958 Revenue generated from customers within the Company’s country of domicile, the United States, amounted to $ 38.2 million and $ 43.8 million for the years ended December 31, 2023 and 2022 , respectively. The Company’s long-lived assets are primarily located in the United States, where the Company’s headquarters and primary operations are located. Approximately 17 % of our long-lived assets are located in Sweden, where we perform research and development activities related to our binder-jetting technology. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with US GAAP. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reporting Currency | Reporting Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are 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, provision 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (‘‘ASC’’) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the new revenue recognition accounting standard, the Company performs the following five steps: • identifies the contract with a customer; • identifies the performance obligations in the contract; • determines the transaction price; • allocates the transaction price to the performance obligations in the contract; and • recognizes revenue when (or as) the entity satisfies a performance obligation. Our customer contracts include multiple products and services. We are required to perform allocations of the contract value to the products and services deemed to be distinct performance obligations by US GAAP in order to recognize revenue at the appropriate time. These allocations are based on a relative standalone selling price methodology, which requires us to determine the standalone selling price for each performance obligation. We utilize selling prices from standalone sales of the product or service when available. However, certain products are not sold on a standalone basis or do not have a sufficient history of standalone sales and we are required to estimate the standalone selling price for the purposes of our allocation. We utilize market information, historical selling practices, and other available information to produce as accurate an estimate as possible. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments including money market funds, treasury securities, and commercial paper with original maturities of 90 days or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash represents cash and cash equivalents that are restricted to withdrawal or use as of the reporting date. Restricted cash as of December 31, 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 (loss) as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations. Realized gains and losses and declines in the value of securities attributable to actual or expected losses are included in other income (expense), net in the consolidated statements of operations. All investments in marketable securities mature within one year. The Company’s cash equivalents and short-term investments are invested in the following: December 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 110,775 $ — $ — $ 110,775 Total cash equivalents $ 110,775 $ — $ — $ 110,775 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: Year Ended December 31, (in thousands) 2023 2022 Balance at beginning of period $ 1,559 $ 1,021 Provision adjustment ( 688 ) 545 Write – offs ( 511 ) ( 7 ) Balance at end of period $ 360 $ 1,559 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation: Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 110,775 — — $ 110,775 Total cash and cash equivalents $ 110,775 $ — $ — $ 110,775 Total assets $ 110,775 $ — $ — $ 110,775 Liabilities: Contingent earnout liability $ — $ — $ 1,379 $ 1,379 Private placement warrant liability — — 189 189 Teton acquisition contingent earnout liability — — 1,500 1,500 Total liabilities $ — $ — $ 3,068 $ 3,068 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. The Teton business milestone was determined to have a high probability of attainment and the liability was increased by $ 0.9 million to the maximum value of $ 1.5 million as of December 31, 2023, the impact of which is recorded within sales and marketing expense. 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 Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ 62,368 Change in fair value ( 57,307 ) ( 1,985 ) 500 ( 58,792 ) Additions — — 1,602 1,602 Settlement of liability acquired as part of acquisitions — — ( 1,500 ) ( 1,500 ) Fair Value as of December 31, 2022 $ 2,415 $ 661 $ 602 $ 3,678 Fair Value as of December 31, 2022 $ 2,415 $ 661 $ 602 $ 3,678 Change in fair value ( 1,036 ) ( 472 ) 898 ( 610 ) Fair Value as of December 31, 2023 $ 1,379 $ 189 $ 1,500 $ 3,068 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents held on deposit at one financial institution and accounts receivable. The Company does not require collateral from customers for amounts owed. As of and for the year ended December 31, 2023 , no customer represented greater than 10 % of the accounts receivable balance or total revenue. As of and for the year ended December 31, 2022 , one customer represented greater than 10 % of the accounts receivable balance and total revenue. Historically, the Company has not experienced any significant credit loss related to any individual customer. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of net profit or loss. Repairs and maintenance costs are expensed as incurred. The cost of property and equipment is depreciated based upon the following asset lives: Asset Classification Estimated Useful Life Machinery and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Computer equipment 3 years Computer software 3 years Furniture and fixtures 3 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant reassessment or that the carrying value of these assets may not be recoverable. When a triggering event is identified, management assesses the recoverability of the asset group, which is the lowest level where identifiable cash flows are largely independent, by comparing the expected undiscounted cash flows of the asset group to the carrying value. When the carrying value is not recoverable and an impairment is determined to exist, the asset group is written down to fair value. The Company exited certain leased facilities during fiscal year 2023 and is in the process of seeking subleases for those properties. The Company recorded a non-cash, pre-tax and after-tax impairment charge of $ 4.0 million related to the operating lease right-of-use (“ROU”) asset recorded for 480 Pleasant Street within the general and administrative expense caption of the consolidated statements of operations in the second quarter of 2023. The impairment was determined by comparing the fair value of the impacted ROU asset to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment, using Level 2 inputs. The fair value of the ROU asset was based on the estimated sublease income for certain facilities taking into consideration the time period it will take to obtain a sublessor, the applicable discount rate and the sublease rate. |
Inventory | Inventory Inventory is stated at lower of cost and net realizable value. Cost is based on a standard costing system which approximates the cost on a first in, first out method. The Company regularly reviews inventory for excess and obsolescence and records a provision to write down inventory to its net realizable value when carrying value is in excess of this value. The costs include materials, labor, and manufacturing overhead that relate to the acquisition of raw materials and production into finished goods. The net realizable value considers our intent and ability to utilize the inventory prior to perishing as well as the estimated selling price and costs of completion and sale. We regularly review our inventory on hand, product development plans, and sales forecasts to identify carrying values in excess of net realizable value. |
Cost of Revenue | Cost of Revenue Cost of revenue is primarily comprised of cost of product and software subscriptions, maintenance services, personnel-related costs, third party logistics, warranty and maintenance fulfillment costs, and overhead. For the production of consumables, the Company utilizes its internal manufacturing facilities and personnel, while for the production of the Company’s additive manufacturing hardware, third party manufacturers are utilized. For internally manufactured products, the cost of revenue includes raw material, labor conversion costs, and overhead related to the manufacturing operations, inclusive of associated depreciation. Cost of revenue for maintenance services is comprised of costs associated with the Company’s customer success teams’ provision of remote and on-site support services to customers in addition to the cost of replacement parts. The Company’s cost of revenue also includes indirect costs of providing products and services to its customers. These indirect costs consist primarily of estimates for excess and obsolete inventory, warranty, and stock-based compensation. |
Research and Development | Research and Development The Company expenses all research and development costs as incurred. These costs consist mainly of employee compensation and other personnel-related costs, product prototypes, facility costs, as well as engineering services |
Sales and Marketing | Sales and Marketing Sales and marketing costs are expensed as incurred and are primarily comprised of personnel-related costs for the Company’s sales and marketing departments, costs related to sales commissions, trades shows, facilities costs, as well as advertising and other demand generating services. Sales and marketing expenses includes advertising costs of $ 2.2 million and $ 4.1 million during 2023 and 2022 , respectively. |
Shipping and Handling Costs | Shipping and Handling Costs The Company recognizes shipping and handling costs in cost of revenue within the consolidated statements of operations. When shipping and handling services are provided subsequent to the point in time control is transferred, the Company accounts for the shipping and handling services as a fulfillment activity and accrues the related costs. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes expense for stock-based compensation awards based on the estimated fair value of the award on the date of grant, which is amortized on a straight-line basis over the employee’s or director’s requisite service period for service based awards, generally the vesting period of the award. Awards containing market and/or performance conditions are recognized using the graded vesting method, which is an accelerated expense attribution method. The Company used the Black-Scholes pricing model to estimate the fair value of options on the date of grant. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The Company grants stock options and restricted stock units at exercise prices determined equal to the fair value of common stock on the date of the grant, as determined by the Board of Directors. The fair value of the Company’s common stock at each measurement date prior to the merger was based on a number of factors, including the results of third-party valuations, the Company’s historical financial performance, and observable arms-length sales of the Company’s capital stock including convertible preferred stock, and the prospects of a liquidity event, among other inputs. The computation of expected option life is based on an average of the vesting term and the maximum contractual life of the Company’s stock options, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company estimates an expected forfeiture rate for stock options, which is factored into the determination of stock-based compensation expense. The volatility assumption is based on the historical and implied volatility of the Company’s peer group with similar business models. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield percentage is zero because the Company does not currently pay dividends nor does the Company intend to do so in the future. These estimates involve inherent uncertainties and the use of different assumptions may have resulted in stock-based compensation expense that was different from the amounts recorded. |
Warranty Reserves | Warranty Reserves Substantially all of the Company’s hardware products are covered by a standard assurance warranty of one year. In the event of a failure of a product covered by this warranty, the Company may repair or replace the product, at its option. The Company’s warranty reserve reflects estimated material and labor costs for potential or actual product issues for which the Company expects to incur an obligation. The Company periodically assesses the appropriateness of the warranty reserve and adjusts the amount as necessary. If the data used to calculate the appropriateness of the warranty reserve are not indicative of future requirements, additional or reduced warranty reserves may be necessary. Warranty reserves are included within accrued expenses on the consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Year Ended December 31, (in thousands) 2023 2022 Balance at beginning of period $ 620 $ 658 Additions to warranty reserve 1,397 812 Claims fulfilled ( 1,131 ) ( 850 ) Balance at end of period $ 886 $ 620 Warranty reserve is recorded through cost of revenue in the consolidated statements of operations. |
Common Stock | Common Stock The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). Dividends may be declared and paid on common stock from funds lawfully available as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding preferred stock. Through the year ended December 31, 2023 , no dividends had been declared. |
Profit (Loss) Per Share | Profit (Loss) Per Share Basic profit (loss) per common share is calculated by dividing net profit (loss) attributable to common stockholders, less any participating dividends, by the weighted average number of common shares outstanding during the applicable period. Diluted profit (loss) per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive . See Note 16 for further information. |
Income Taxes | Income Taxes The Company files U.S. federal and state tax returns where applicable. The non-U.S. subsidiaries file income tax returns in their respective jurisdictions. The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets or liabilities for the expected future tax consequences based on the differences between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate, in effect when the differences are expected to reverse. Valuation allowances are provided, if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities, and any valuation allowance recorded against those net deferred tax assets. The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. |
Loss Contingencies | Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. |
Common Stock Warrant Liabilities | Common St ock Warrant Liabilities The Company assumed 5,374,984 publicly-traded warrants (“Public Warrants”) and 3,150,000 private placement warrants originally issued by AONE (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with AONE’s initial public offering and subsequent overallotment and entitle the holder to purchase one share of the Common Stock at an exercise price of $ 11.50 per share. The Common Stock Warrants became exercisable the later of 30 days after the Company completed the Merger or 12 months from the closing of AONE’s initial public offering, but can be terminated on the earlier of 5 years after the Merger, liquidation of the Company, or the Redemption Date as determined by the Company. During the years ended December 31, 2023 and 2022 , no Public Warrants or Private Placement Warrants were exercised. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur which would permit a cashless exercise, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public Warrants and Private Placement Warrants and concluded that the Private Placement Warrants do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision that, if applied, could result in a different settlement value for the Private Placement Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” As the Private Placement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date as part of change in fair value of derivative liabilities, as described in Note 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 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 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 years ended December 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, which can include the market and discounted cash flow methods. 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, limited to the total amount of goodwill. A quantitative goodwill impairment testing process requires valuation of the reporting unit. In the market approach, we can reference the Company’s market capitalization as a value indication given the Company’s single operating segment and reporting unit. In the income approach, which is based on a discounted 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 reporting unit's long-term forecast and is 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. We identified a triggering event and recorded goodwill impairment of $ 29.5 million, the entirety of the goodwill carrying value, during the third quarter of 2023 (see Note 7). |
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. The Company experienced a triggering event during the third quarter of 2023 prompting impairment assessments of goodwill and long-lived assets, including definite-lived intangibles. The long-lived assets were determined to be recoverable, therefore the assessment did not result in an impairment of definite-lived intangible assets or other long-lived assets. |
Capitalized Software | Capitalized Software The Company capitalizes qualifying 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. As of December 31, 2023 and 2022, capitalized software costs were $ 1.3 million and $ 0.5 million, respectively, and included in other long-term assets on the balance sheet. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. The capitalized costs are amortized on a straight-line basis over the estimated useful life of the asset, which is typically 3 years. For the years ended December 31, 2023 and 2022, amortization expense for capitalized software recorded to cost of revenue was $ 0.1 million and $ 10 thousand, respectively. |
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 period, 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 consolidated financial statements. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable S egment Disclosures, which requires disclosure of incremental segment information on an interim and annual basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, and requires retrospective adoption to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the potential impact of the adoption of ASU 2023-07 on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 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: December 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 110,775 $ — $ — $ 110,775 Total cash equivalents $ 110,775 $ — $ — $ 110,775 December 31, 2022 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 119,721 $ — $ — $ 119,721 Commercial paper 3,077 — — 3,077 Total cash equivalents 122,798 — — 122,798 Government bonds 21,719 51 — 21,770 Commercial paper 12,568 1 — 12,569 Corporate bonds 3,927 — — 3,927 Asset-backed securities 2,921 — ( 1 ) 2,920 U.S. Treasury bills 2,447 3 — 2,450 Total short-term investments $ 43,582 $ 55 $ ( 1 ) $ 43,636 Total cash equivalents and short-term investments $ 166,380 $ 55 $ ( 1 ) $ 166,434 |
Summary of Allowance for Doubtful Accounts | The following presents the changes in the balance of the Company’s allowance for doubtful accounts: Year Ended December 31, (in thousands) 2023 2022 Balance at beginning of period $ 1,559 $ 1,021 Provision adjustment ( 688 ) 545 Write – offs ( 511 ) ( 7 ) Balance at end of period $ 360 $ 1,559 |
Summary of Fair Value Hierarchy of the Valuation | The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation: Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 110,775 — — $ 110,775 Total cash and cash equivalents $ 110,775 $ — $ — $ 110,775 Total assets $ 110,775 $ — $ — $ 110,775 Liabilities: Contingent earnout liability $ — $ — $ 1,379 $ 1,379 Private placement warrant liability — — 189 189 Teton acquisition contingent earnout liability — — 1,500 1,500 Total liabilities $ — $ — $ 3,068 $ 3,068 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. The Teton business milestone was determined to have a high probability of attainment and the liability was increased by $ 0.9 million to the maximum value of $ 1.5 million as of December 31, 2023, the impact of which is recorded within sales and marketing expense. 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 Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — $ 62,368 Change in fair value ( 57,307 ) ( 1,985 ) 500 ( 58,792 ) Additions — — 1,602 1,602 Settlement of liability acquired as part of acquisitions — — ( 1,500 ) ( 1,500 ) Fair Value as of December 31, 2022 $ 2,415 $ 661 $ 602 $ 3,678 Fair Value as of December 31, 2022 $ 2,415 $ 661 $ 602 $ 3,678 Change in fair value ( 1,036 ) ( 472 ) 898 ( 610 ) Fair Value as of December 31, 2023 $ 1,379 $ 189 $ 1,500 $ 3,068 |
Summary of Property and Equipment Depreciated | The cost of property and equipment is depreciated based upon the following asset lives: Asset Classification Estimated Useful Life Machinery and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Computer equipment 3 years Computer software 3 years Furniture and fixtures 3 years |
Summary of Balance of The Company's Warranty Reserve | Warranty reserves are included within accrued expenses on the consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Year Ended December 31, (in thousands) 2023 2022 Balance at beginning of period $ 620 $ 658 Additions to warranty reserve 1,397 812 Claims fulfilled ( 1,131 ) ( 850 ) Balance at end of period $ 886 $ 620 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
Estimated Useful Lives of the Identifiable Intangible Assets Acquired | The estimated useful lives of the identifiable intangible assets acquired is as follows: Gross Value Estimated Useful Life Acquired technology $ 14,580 20 years Customer relationships 560 9 years Trade names 90 1 year |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisition of Digital Metal had occurred on January 1, 2021: Years Ended December 31, (Unaudited) 2022 2021 Net revenues $ 102,739 $ 95,097 Net profit (loss) ( 27,863 ) 3,858 |
Teton Simulation Software | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Acquisition Date Fair Value of Consideration Transferred | The acquisition date fair value of the consideration transferred is as follows (in thousands): Fair value of consideration transferred: Cash consideration $ 2,635 Equity consideration 2,354 Development milestone earnout fair value 1,020 Business milestone earnout fair value 582 Total consideration transferred $ 6,591 |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands): Fair value of assets acquired: At April 4, 2022 Cash and cash equivalents $ 383 Accounts receivable 5 Other assets 17 Intangible assets 2,220 Goodwill 4,711 Assets acquired: $ 7,336 Fair value of liabilities assumed: Customer payable - cancelled contracts $ 38 Accrued expense for pre-acquisition expenses 231 Accrued expense for grant repayment 240 Deferred tax liability 236 Liabilities acquired: $ 745 |
Digital Metal | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Acquisition Date Fair Value of 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) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Company's Revenue Based on Nature of Products and Services | The following table disaggregates the Company’s revenue based on the nature of the products and services: Year Ended December 31, (in thousands) 2023 2022 Hardware $ 59,287 $ 69,112 Consumables 23,996 23,423 Services 10,501 8,423 Total Revenue $ 93,784 $ 100,958 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: (in thousands) December 31, December 31, Machinery and equipment $ 11,249 $ 9,954 Leasehold improvements 12,613 2,432 Computer equipment 3,481 3,532 Furniture and fixtures 438 429 Computer software 242 231 Construction in process 523 9,026 Property and equipment, gross 28,546 25,604 Less: Accumulated depreciation ( 10,833 ) ( 7,306 ) Property and equipment, net $ 17,713 $ 18,298 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of the following: (in thousands) December 31, December 31, Raw material $ 4,324 $ 4,582 Work in process 555 175 Finished goods 21,894 21,652 Total inventory $ 26,773 $ 26,409 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | The following tables summarize the Company’s goodwill and intangible assets, all of which are related to the acquisitions of Teton Simulation Software in April 2022 and Digital Metal AB in August 2022 (in thousands): (in thousands) Goodwill December 31, 2021 $ — Acquisition of Teton Simulation Software 4,711 Acquisition of Digital Metal 25,770 Foreign currency translation 635 December 31, 2022 $ 31,116 Foreign currency translation ( 1,649 ) Goodwill impairment ( 29,467 ) December 31, 2023 $ — December 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 $ ( 970 ) $ 15,830 $ 16,800 $ ( 97 ) $ 16,703 Customer relationships 9 years 560 ( 83 ) 477 560 ( 19 ) 541 Trade names 1 year 90 ( 90 ) — 90 ( 27 ) 63 Foreign currency translation 848 ( 27 ) 821 322 ( 3 ) 319 Intangible Assets, net $ 18,298 $ ( 1,170 ) $ 17,128 $ 17,772 $ ( 146 ) $ 17,626 |
Schedule of Amortization Expense to the Cost of Revenue and Operating Expense | The Company recognized the following amortization expense to cost of revenue and operating expense during the years ended December 31, 2023 and 2022. Year Ended December 31, 2023 2022 Cost of revenue $ 877 $ 97 Operating expenses 147 49 Total $ 1,024 $ 146 |
Summary of amortization expense for amortizable assets | The estimated future amortization expense for amortizable assets to be recognized is as follows as of December 31, 2023 (in thousands): 2024 $ 1,524 2025 2,071 2026 2,286 2027 2,036 2028 1,655 Thereafter 7,556 Total $ 17,128 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | The following table summarizes the Company’s components of accrued expenses: (in thousands) December 31, December 31, Warranty reserve 886 $ 620 Compensation, benefits, and expenses 4,213 4,451 Professional services 2,540 3,166 Marketing and advertising 325 279 Teton acquisition holdback liability — 250 Accrued taxes 252 392 Accrued freight and duties 594 372 Purchase commitment 700 — Other 330 133 Total accrued expense $ 9,840 $ 9,663 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 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: December 31, December 31, Common stock options outstanding and unvested RSU 26,199,449 22,962,929 Shares available for issuance under the 2021 plan 27,028,491 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 71,658,479 64,015,895 |
Equity Based Awards (Tables)
Equity Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Option activity under the 2021 Plan for the year ended December 31, 2023 is as follows: Number of Weighted- Weighted- Outstanding at December 31, 2022 11,922,334 $ 2.00 6.99 Granted — — Exercised ( 510,294 ) 0.37 Forfeited ( 523,589 ) 2.12 Outstanding at December 31, 2023 10,888,451 $ 2.07 6.13 Options exercisable at December 31, 2023 9,948,613 $ 2.06 6.07 |
Summary of Additional information Regarding Exercise of Stock Options | Additional information regarding the exercise of stock options is as follows: Year Ended December 31, (in thousands, except weighted average) 2023 2022 Intrinsic value of options exercised $ 501 $ 3,525 |
Summary of Restricted Stock Units Activity | The following table summarizes the RSU activity for the year ended December 31, 2023: Number of Weighted- Outstanding at December 31, 2022 11,040,595 $ 3.94 Granted 10,958,347 1.15 Vested ( 3,965,864 ) 3.63 Forfeited ( 2,722,080 ) 3.38 Unvested at December 31, 2023 15,310,998 $ 2.12 |
Summary of Recognized Stock-based Compensation Expense | Year Ended December 31, (in thousands) 2023 2022 Stock options $ 2,641 $ 3,493 Restricted stock units 11,398 13,114 Stock-based compensation expense for restricted stock units and options $ 14,039 $ 16,607 |
Summary Of Stock-based Compensation Based On Awards Granted | The stock-based compensation expense for stock-based awards and earnout shares was recognized in the following captions within the consolidated statements of operations: Year Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 259 $ 354 Sales and marketing 1,851 2,158 Research and development 4,649 4,584 General and administrative 7,228 11,113 Total stock-based compensation expense $ 13,987 $ 18,209 |
Earnout (Tables)
Earnout (Tables) | 12 Months Ended |
Dec. 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 o f December 31, 2023: Triggering Event I Earnout Shares Triggering Event II Earnout Shares Derivative liability 7,320,502 6,100,415 Stock compensation 679,498 566,252 Total Earnout Shares 8,000,000 6,666,667 |
Assumptions Used In The Valuation | The following table describes the assumptions used in the valuation: December 31, December 31, 2023 2022 Current stock price $ 0.82 $ 1.16 Expected volatility 85.00 % 65.00 % Risk-free interest rate 4.07 % 4.12 % Dividend rate — % — % Expected term (years) 2.54 3.54 |
Other lease information (Tables
Other lease information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases, Operating [Abstract] | |
Schedule of Other Information Related to Operating Leases | December 31, 2023 December 31, 2022 Other lease information Weighted-average remaining lease term - Operating leases 7.1 years 7.9 years Weighted-average discount rate - Operating leases 6.4 % 6.4 % |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 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 that are measured at fair value as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation: Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds included in cash and cash equivalents $ 110,775 — — $ 110,775 Total cash and cash equivalents $ 110,775 $ — $ — $ 110,775 Total assets $ 110,775 $ — $ — $ 110,775 Liabilities: Contingent earnout liability $ — $ — $ 1,379 $ 1,379 Private placement warrant liability — — 189 189 Teton acquisition contingent earnout liability — — 1,500 1,500 Total liabilities $ — $ — $ 3,068 $ 3,068 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 | The Private Placement Warrants were valued using the following assumptions under the Binomial Lattice Model as of December 31, 2022: December 31, 2022 Market price of public stock $ 1.16 Exercise price $ 11.50 Expected term (years) 3.54 Volatility 177.0 % Risk-free interest rate 4.12 % Dividend rate — % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Company's Profit (Loss) Before Income Taxes and Tax Provisions | The components of the Company’s profit (loss) before income taxes are as follows: Year Ended December 31, (in thousands) 2023 2022 Profit (loss) before income taxes: Domestic ( 75,028 ) $ ( 24,673 ) Foreign ( 29,125 ) ( 1,133 ) Total $ ( 104,153 ) $ ( 25,806 ) The components of the income tax expense (benefit) are as follows: Year Ended December 31, (in thousands) 2023 2022 Current Provision Federal $ — $ — State — 3 Foreign 83 69 Total current expense (benefit) $ 83 72 Deferred Provision Federal — ( 136 ) State — ( 52 ) Foreign ( 669 ) ( 302 ) Total deferred expense (benefit) ( 669 ) ( 490 ) Total income tax expense (benefit) $ ( 586 ) $ ( 418 ) The income tax expense (benefit) primarily relates to acquired deferred tax liabilities serving as a source of income to support recognition of certain existing deferred tax assets as well as the benefit related to certain foreign losses. |
Schedule of Overall Effective Income Tax Rate | The overall effective tax rate differs from the statutory US federal tax rate as follows: Year Ended December 31, % of Pretax Profit (Loss) 2023 2022 Statutory US federal tax rate 21.00 % 21.00 % State income taxes, net of federal benefit 4.04 5.88 Stock-based compensation ( 2.19 ) ( 8.24 ) Nondeductible expenses ( 0.15 ) — Goodwill impairment ( 6.06 ) — Fair market value change in warrants and earn out liabilities — 47.85 Transaction costs — ( 1.26 ) Officer's compensation ( 0.13 ) ( 0.69 ) Research and development credits 2.56 32.93 Valuation allowance ( 18.11 ) ( 91.07 ) Change in statutory tax rate ( 0.04 ) ( 1.05 ) Other ( 0.36 ) ( 3.80 ) Effective tax rate 0.56 % 1.55 % |
Schedule of Components of the Company's Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets are as follows: December 31, (in thousands) 2023 2022 Deferred tax assets Lease liability $ 10,493 $ 11,220 Capitalized research and development costs 14,596 9,453 Stock compensation 2,175 2,296 Reserves 689 824 Deferred revenue 1,298 778 Accrued expenses 564 509 Amortization — 200 Inventory reserves 670 — Net operating losses 42,646 33,690 Research and development credits 15,465 12,260 Other credits 407 254 Gross deferred tax assets $ 89,003 $ 71,484 Less: Valuation allowance ( 78,576 ) ( 59,514 ) Deferred tax liabilities Right-of-use assets ( 8,966 ) ( 10,599 ) Deferred expenses ( 125 ) — Acquired intangible assets ( 3,218 ) ( 3,690 ) Depreciation ( 203 ) ( 464 ) Loss on sale of assets ( 20 ) — Net deferred tax assets $ ( 2,105 ) $ ( 2,783 ) As of December 31, 2023, the Company had federal net operating loss carryforwards of $ 15.0 million that are subject to expire at various dates between 2033 and 2037 , and net operating losses of $ 156.6 million, that have no expiration date and can be carried forward indefinitely but are limited in their usage to 80% of annual taxable income . As of December 31, 2023, the Company had state tax net operating loss carryforwards of $ 89.9 million, that are subject to expire at various dates between 2026 and 2042 . At December 31, 2023, the Company had federal and state research and development tax credit carryforwards of $ 11.0 million and $ 5.6 million, which begin to expire in 2033 and 2038 , respectively. |
Schedule of Deferred Income Tax Asset Valuation Allowance | The following table presents the changes in the balance of the Company’s deferred income tax asset valuation allowance: Year Ended December 31, (in thousands) 2023 2022 Balance at beginning of year $ 59,514 $ 36,009 Additions charged to expense 19,062 23,505 Balance at end of year $ 78,576 $ 59,514 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum lease payments under our operating leases are as follows as of December 31, 2023: (in thousands) Amount 2024 $ 6,877 2025 7,652 2026 7,777 2027 7,958 2028 7,385 After 2029 16,441 Total future lease payments $ 54,090 Less: interest ( 10,951 ) Present value of lease liabilities $ 43,139 |
Supplemental Cash Flow Information Related to Operating Leases | Year Ended Year Ended Supplemental cash flow information: Cash payments for operating leases included in cash flows used in operating activities 7,865 5,849 |
Schedule of Other Information Related to Operating Leases | December 31, 2023 December 31, 2022 Other lease information Weighted-average remaining lease term - Operating leases 7.1 years 7.9 years Weighted-average discount rate - Operating leases 6.4 % 6.4 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum lease payments under our operating leases are as follows as of December 31, 2023: (in thousands) Amount 2024 $ 6,877 2025 7,652 2026 7,777 2027 7,958 2028 7,385 After 2029 16,441 Total future lease payments $ 54,090 Less: interest ( 10,951 ) Present value of lease liabilities $ 43,139 |
Net (Loss) Profit Per Share (Ta
Net (Loss) Profit Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The Company computes basic net profit (loss) per share using net profit (loss) attributable to the Company’s common stockholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. Year Ended December 31, (in thousands, except per share amounts) 2023 2022 Numerator: Net loss $ ( 103,567 ) $ ( 25,388 ) Net loss attributable to common stockholders - Basic & Diluted ( 103,567 ) ( 25,388 ) Denominator: Weighted average shares outstanding - Basic 196,896,011 189,747,367 Add: Weighted average unvested options outstanding — — Add : Dilutive effect of restricted units issued — — Weighted average shares outstanding - Diluted 196,896,011 189,747,367 Net loss per common share: Basic $ ( 0.53 ) $ ( 0.13 ) Diluted ( 0.53 ) ( 0.13 ) |
Summary of Dilutive Securities are Excluded from the Denominator | The following dilutive securities are excluded from the denominator: Year Ended 2023 2022 Unvested RSUs 13,075,215 11,040,595 Unvested or unexercised option awards 11,113,273 11,922,334 Warrants 8,524,984 8,524,984 Contingently issuable earnout shares 14,666,667 14,666,667 Total 47,380,139 46,154,580 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Disaggregated Revenue Data for those Markets | Disaggregated revenue data for those markets is as follows: Year Ended (in thousands) 2023 2022 Americas $ 43,715 $ 46,638 EMEA 29,744 30,185 APAC 20,325 24,135 Total $ 93,784 $ 100,958 |
Organization, Nature of the B_2
Organization, Nature of the Business, and Risks and Uncertainties - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary Sale Of Stock [Line Items] | ||||
Long-lived asset impairment related to our right - of-use assets | $ 4,000 | |||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | |||
Goodwill impairment | $ 29,500 | $ 29,467 | $ 0 | |
AONE [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Cash held in trust | 132,500 | |||
Partners' capital account, redemptions | 64,200 | |||
Business acquisition, equity interest issued or issuable, value assigned | $ 210,000 | |||
Shares issued, price per share | $ 10 | |||
Cash on hand | $ 45,000 | |||
Business acquisition, transaction costs | 27,100 | |||
Proceeds from divestiture of businesses, net of share purchases | $ 288,800 |
Merger and Reverse Recapitaliza
Merger and Reverse Recapitalization - Additional Information (Detail) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock reserved for future issuance | 71,658,479 | 64,015,895 |
Common stock, Shares issued | 198,581,263 | 194,560,946 |
Common stock, Shares outstanding | 198,581,263 | 194,560,946 |
Merger and Reverse Recapitali_2
Merger and Reverse Recapitalization - Schedule of Common Stock Issued Following Consummation of Merger (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Common stock, Shares outstanding | 198,581,263 | 194,560,946 |
Common stock, Shares issued | 198,581,263 | 194,560,946 |
Merger and Reverse Recapitali_3
Merger and Reverse Recapitalization - Schedule of Common Stock Issued Following Consummation of Merger (Parenthetical) (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Common stock, Shares outstanding | 198,581,263 | 194,560,946 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Money Market Funds [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | $ 119,721 | $ 110,775 |
Fair Value | 119,721 | 110,775 |
Commercial Paper [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | 3,077 | |
Fair Value | 3,077 | |
Cash Equivalents [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | 122,798 | 110,775 |
Fair Value | 122,798 | $ 110,775 |
Government Bonds [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | 21,719 | |
Unrealized Gains | 51 | |
Fair Value | 21,770 | |
Commercial Paper [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | 12,568 | |
Unrealized Gains | 1 | |
Fair Value | 12,569 | |
Corporate Bonds [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | 3,927 | |
Fair Value | 3,927 | |
Asset-Backed Securities [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | 2,921 | |
Unrealized Losses | (1) | |
Fair Value | 2,920 | |
U.S. Treasury Bills [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | 2,447 | |
Unrealized Gains | 3 | |
Fair Value | 2,450 | |
Short-Term Investments [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | 43,582 | |
Unrealized Gains | 55 | |
Unrealized Losses | (1) | |
Fair Value | 43,636 | |
Cash Equivalents and Short-term Investments [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Amortized Cost | 166,380 | |
Unrealized Gains | 55 | |
Unrealized Losses | (1) | |
Fair Value | $ 166,434 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 1,559 | $ 1,021 |
Provision adjustment | (688) | 545 |
Write – offs | (511) | (7) |
Balance at end of period | $ 360 | $ 1,559 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Fair Value Hierarchy of the Valuation (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Total assets | $ 247,952 | $ 345,941 |
Liabilities: | ||
Warrant liability [ExtensibleEnumeration] | Total liabilities | Total liabilities |
Total liabilities | $ 86,342 | $ 93,387 |
Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 110,775 | 122,798 |
Government bonds | 21,770 | |
Corporate bonds | 3,927 | |
Commercial Paper | 12,569 | |
Asset-backed securities | 2,920 | |
U.S. Treasury bills | 2,450 | |
Total assets | 110,775 | 166,434 |
Liabilities: | ||
Contingent earnout liability | 1,379 | 2,415 |
Private placement warrant liability | 189 | 661 |
Teton acquisition contingent earnout liability | 1,500 | 602 |
Total liabilities | 3,068 | 3,678 |
Short-Term Investments [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 3,077 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 110,775 | 119,721 |
Level 1 | Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 110,775 | 119,721 |
U.S. Treasury bills | 2,450 | |
Total assets | 110,775 | 122,171 |
Level 1 | Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 110,775 | 119,721 |
Level 2 | Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 3,077 | |
Government bonds | 21,770 | |
Corporate bonds | 3,927 | |
Commercial Paper | 12,569 | |
Asset-backed securities | 2,920 | |
Total assets | 44,263 | |
Level 2 | Short-Term Investments [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 3,077 | |
Level 3 | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Contingent earnout liability | 1,379 | 2,415 |
Private placement warrant liability | 189 | 661 |
Teton acquisition contingent earnout liability | 1,500 | 602 |
Total liabilities | $ 3,068 | $ 3,678 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Changes in Fair Value of the Derivative Warrant Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Minimum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Teton acquisition contingent earnout liability | $ 900 | |
Maximum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Teton acquisition contingent earnout liability | 1,500 | |
Contingent Earnout Liability [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Fair value, beginning balance | 2,415 | $ 59,722 |
Change in fair value | (1,036) | (57,307) |
Fair value, ending balance | 1,379 | 2,415 |
Private Placement Warrant Liability [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Fair value, beginning balance | 661 | 2,646 |
Change in fair value | (472) | (1,985) |
Fair value, ending balance | 189 | 661 |
Teton Acquisition Contingent Earnout Liability [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Fair value, beginning balance | 602 | 0 |
Change in fair value | 898 | 500 |
Additions | 1,602 | |
Settlement of liability acquired as part of acquisitions | (1,500) | |
Fair value, ending balance | 1,500 | 602 |
Total [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Fair value, beginning balance | 3,678 | 62,368 |
Change in fair value | (610) | (58,792) |
Additions | 1,602 | |
Settlement of liability acquired as part of acquisitions | (1,500) | |
Fair value, ending balance | $ 3,068 | $ 3,678 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) Customer $ / shares shares | Dec. 31, 2022 USD ($) Customer shares | |
Summary of Significant Accounting Policies [Line Items] | |||
Pre-tax and after tax charges related to operating lease right-of-use asset | $ | $ 4,000 | ||
Divident declared | $ | 0 | ||
Advertising cost | $ | 2,200 | $ 4,100 | |
Goodwill impairment | $ | $ 29,500 | 29,467 | 0 |
Capitalized software costs | $ | 1,300 | 500 | |
Amortization expense | $ | $ 100 | $ 10 | |
Estimated useful life of the asset | 3 years | ||
AONE [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of securities called by each warrant | shares | 1 | ||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.5 | ||
Public Warrants [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of warrants exercised | shares | 0 | 0 | |
Public Warrants [Member] | AONE [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Class of warrant or right, outstanding | shares | 5,374,984 | ||
Private Placement [Member] | AONE [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Class of warrant or right, outstanding | shares | 3,150,000 | ||
Sponsor Earnout Shares [Member] | AONE [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Shares surrendered under reverse recapitalization | shares | 2,610,000 | ||
Markforged Earnout Shares [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Additional merger consideration shares | shares | 14,666,667 | ||
Accounts Receivable [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of customer | Customer | 0 | 1 | |
Revenue Benchmark [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of customer | Customer | 0 | 1 | |
Customer Concentration Risk | Accounts Receivable [Member] | Customer | |||
Summary of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 10% | 10% | |
Customer Concentration Risk | Revenue Benchmark [Member] | Customer | |||
Summary of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 10% | 10% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Estimated Future Life of Property (Details) | Dec. 31, 2023 |
Machinery and Equipment [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Useful Life, Lease Term [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful life, description | Leasehold improvements [Member] |
Computer Equipment [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful life | 3 years |
Computer Software [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful life | 3 years |
Furniture and Fixtures [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful life | 3 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Balance of The Company's Warranty Reserve (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 620 | $ 658 |
Additions to warranty reserve | 1,397 | 812 |
Claims fulfilled | (1,131) | (850) |
Balance at end of period | $ 886 | $ 620 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisitions Data Fair Value of Cosideration Transferred (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | Apr. 04, 2022 |
Teton Simulation Software [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 250 | $ 2,635 | ||
Equity consideration | 2,354 | |||
Development milestone earnout fair value | 1,020 | |||
Business milestone earnout fair value | 582 | |||
Total consideration transferred | $ 6,591 | |||
Digital Metal [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 33,500 | $ 33,500 | ||
Equity consideration | 9,840 | |||
Total consideration transferred | $ 43,340 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | Apr. 04, 2022 |
Fair value of assets acquired: | ||||
Right-of-use asset | $ 36,884 | $ 45,955 | ||
Goodwill | 0 | 31,116 | ||
Fair value of liabilities assumed: | ||||
Lease liability | 7,368 | 8,022 | ||
Long-term lease liabilities | $ 35,771 | $ 40,608 | ||
Teton Simulation Software [Member] | ||||
Fair value of assets acquired: | ||||
Cash and Cash Equivalent | $ 383 | |||
Accounts receivable | 5 | |||
Other assets | 17 | |||
Intangible assets | 2,220 | |||
Goodwill | 4,711 | |||
Assets acquired: | 7,336 | |||
Fair value of liabilities assumed: | ||||
Customer payable - cancelled contracts | 38 | |||
Deferred tax liability | 236 | |||
Accrued expense for pre-acquisition expenses | 231 | |||
Accrued expense for grant repayment | 240 | |||
Liabilities acquired: | $ 745 | |||
Digital Metal [Member] | ||||
Fair value of assets acquired: | ||||
Cash and Cash Equivalent | $ 579 | |||
Accounts receivable | 535 | |||
Inventory | 2,470 | |||
Prepaid and other assets | 265 | |||
Fixed assets | 2,755 | |||
Right-of-use asset | 205 | |||
Intangible assets | 15,230 | |||
Goodwill | 25,770 | |||
Assets acquired: | 47,809 | |||
Fair value of liabilities assumed: | ||||
Accounts payable and accrued expenses | 873 | |||
Lease liability | 67 | |||
Deferred revenue | 392 | |||
Deferred tax liability | 3,005 | |||
Long-term lease liabilities | 132 | |||
Liabilities acquired: | $ 4,469 |
Acquisitions - Schedule of Fini
Acquisitions - Schedule of Finite-Lived Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 7 years |
Acquired Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 20 years |
Gross Value | $ 14,580 |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 9 years |
Gross Value | $ 560 |
Trade Names | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 1 year |
Gross Value | $ 90 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
Net revenues | $ 102,739 | $ 95,097 |
Net profit (loss) | $ (27,863) | $ 3,858 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |||
Apr. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration related to business and development milestones | $ 1,600 | ||||
Combination of cash and equity | $ 250 | ||||
Estimated useful life (in years) | 7 years | ||||
Revenue | $ 93,784 | $ 100,958 | |||
Net Income (Loss) | (103,567) | $ (25,388) | |||
Maximum [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Teton acquisition contingent earnout liability | 1,500 | ||||
Minimum [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Teton acquisition contingent earnout liability | 900 | ||||
Teton Simulation Software | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Business acquisition, total consideration | $ 6,600 | ||||
Development contingent consideration | 600 | 1,000 | |||
Product technical milestones | 750 | ||||
Stock issued during period, shares, acquisitions | 312,489 | ||||
Cash consideration | 2,635 | 250 | |||
Deferred income tax liabilities | 200 | ||||
Decrease in goodwill | $ 200 | ||||
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 | $ 33,500 | ||
Share issued | 4,100,000 | ||||
Purchase price | 32,000 | $ 32,000 | |||
Settlement of certain intercompany balances | 1,500 | $ 1,500 | |||
Revenue | 2,000 | ||||
Net Income (Loss) | $ 1,400 | ||||
Deferred income tax liabilities | 500 | ||||
Decrease in goodwill | 2,000 | ||||
Increase of intangible assets | $ 1,500 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized from deferred revenue | $ 7.5 | $ 5.9 |
Contractual obligation recognized in remainder of 2024 | 8.8 | |
Contractual obligation recognized in 2025 | 4 | |
Contractual obligation recognized in 2026 | 1.6 | |
Contractual obligation recognized thereafter | $ 0.5 | |
Amortization Period | 1 year |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue Based on Nature of Products and Services (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 93,784 | $ 100,958 |
Hardware [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 59,287 | 69,112 |
Consumables [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 23,996 | 23,423 |
Service [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 10,501 | $ 8,423 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 28,546 | $ 25,604 |
Less: Accumulated depreciation | (10,833) | (7,306) |
Property and equipment, net | 17,713 | 18,298 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 11,249 | 9,954 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,613 | 2,432 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,481 | 3,532 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 438 | 429 |
Computer Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 242 | 231 |
Construction in process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 523 | $ 9,026 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4.2 | $ 2.3 |
Disposal of property and equipment | $ 0.8 | $ 1.2 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw material | $ 4,324 | $ 4,582 |
Work in process | 555 | 175 |
Finished goods | 21,894 | 21,652 |
Total inventory | $ 26,773 | $ 26,409 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 1.8 | $ 1.5 |
Impairment of finished goods | 1.3 | 1.3 |
Impairment of raw materials | $ 0.5 | $ 0.2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Asset (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Beginning Balance | $ 31,116 | ||
Goodwill impairment | $ 29,500 | $ 29,467 | $ 0 |
Estimated Useful Life (in years) | 7 years | ||
Goodwill, Ending Balance | $ 0 | 31,116 | |
Goodwill | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Beginning Balance | 31,116 | 0 | |
Acquisition of Teton Simulation Software | 4,711 | ||
Acquisition of Digital Metal | 25,770 | ||
Foreign currency translation | (1,649) | 635 | |
Goodwill impairment | 29,467 | ||
Goodwill, Ending Balance | 0 | 31,116 | |
Acquired technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value | 16,800 | 16,800 | |
Accumulated Amortization | (970) | (97) | |
Net Book Value | $ 15,830 | 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 | (83) | (19) | |
Net Book Value | $ 477 | 541 | |
Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 1 year | ||
Gross carrying value | $ 90 | 90 | |
Accumulated Amortization | (90) | (27) | |
Net Book Value | 0 | 63 | |
Foreign currency translation | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value | 848 | 322 | |
Accumulated Amortization | 27 | (3) | |
Net Book Value | 821 | 319 | |
Intangible Assets, net | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value | 18,298 | 17,772 | |
Accumulated Amortization | (1,170) | (146) | |
Net Book Value | $ 17,128 | $ 17,626 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Amortization Expense to the Cost of Revenue and Operating Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Amortization expense | $ 1,024 | $ 146 |
Cost of revenue | ||
Goodwill [Line Items] | ||
Amortization expense | 877 | 97 |
Operating expenses | ||
Goodwill [Line Items] | ||
Amortization expense | $ 147 | $ 49 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of amortization expense for amortizable assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 | $ 1,524 |
2025 | 2,071 |
2026 | 2,286 |
2027 | 2,036 |
2028 | 1,655 |
Thereafter | 7,556 |
Total | $ 17,128 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Warranty reserve | $ 886 | $ 620 |
Compensation, benefits, and expenses | 4,213 | 4,451 |
Professional services | 2,540 | 3,166 |
Marketing and advertising | 325 | 279 |
Teton acquisition holdback liability | 0 | 250 |
Accrued taxes | 252 | 392 |
Accrued freight and duties | 594 | 372 |
Purchase commitment | 700 | 0 |
Other | 330 | 133 |
Total accrued expense | $ 9,840 | $ 9,663 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 71,658,479 | 64,015,895 |
Common stock options outstanding and unvested RSU [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 26,199,449 | 22,962,929 |
Shares available for issuance under the 2021 plan [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 27,028,491 | 24,568,036 |
Common stock warrants outstanding [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 8,525,000 | 8,525,000 |
Shares available for issuance as Earnout RSU [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 1,400,000 | 1,400,000 |
Employee stock purchase plan [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 8,505,539 | 6,559,930 |
Equity Based Awards - Additiona
Equity Based Awards - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Common stock reserved for future issuance | 71,658,479 | 64,015,895 | |
Stock-based compensation expense for restricted stock units and options | $ 13,987,000 | $ 18,209,000 | |
Stock vested under compensation plan | 457,000 | $ 664,000 | |
Earnout [Member] | |||
Share-based payment award, Compensation cost not yet recognized | $ 900,000 | ||
Maximum [Member] | Earnout [Member] | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 3 months | ||
2013 Stock Plan [Member] | |||
Share-based payment award, options grants to purchase shares | 0 | 0 | |
2021 Stock Option Plan [Member] | |||
Common stock reserved for future issuance | 27,028,491 | ||
Stock option and incentive plan description | Under the 2021 Plan, the Company can grant stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, cash-based awards, and dividend equivalent rights. The 2021 Plan provides that an additional number of shares of common stock will automatically be added to the shares of common stock authorized for issuance under the 2021 Plan on January 1 of each year. The number of shares of common stock added each year will be equal to (i) 5% of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year or (ii) such lesser amount as determined by the Company’s Board of Directors. | ||
Vesting Percentage | 25% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | ||
2021 Stock Option Plan [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 12 months | ||
2021 ESPP | |||
Common stock reserved for future issuance | 8,505,539 | ||
2021 employee stock purchase plan description | At each offering period, the eligible employees will have the option to acquire common stock at a discount of up to 15% of the lesser of the Company’s common stock price on (i) the first trading day of the offering period or (ii) the last day of the offering period. The offering periods under the 2021 ESPP are not to exceed 27 months between periods. On January 1 of each subsequent year under the plan, the number of shares available for issuance under the plan will be increased by the lesser of (i) 4,700,000 shares of common stock, (ii) one percent of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year, or (iii) number of shares of common stock determined by the Company. | ||
Authorize payroll deductions rate under plan minimum | 1% | ||
Authorize payroll deductions rate under plan maximum | 15% | ||
Share-based compensation, number of shares available for grant | 0 | ||
Recognized stock compensation expense | $ 0 | ||
2021 ESPP | Maximum [Member] | |||
Authorize payroll deductions amount under plan | 25,000 | ||
Stock Options and Restricted Stock Units [Member] | |||
Stock-based compensation expense for restricted stock units and options | 14,000,000 | $ 16,600,000 | |
Share-based payment award, Compensation cost not yet recognized | $ 1,000,000 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 9 months 18 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Stock-based compensation expense for restricted stock units and options | $ 11,398,000 | $ 13,114,000 | |
Share-based payment award, Compensation cost not yet recognized | $ 27,400,000 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 6 months | ||
Stock vested under compensation plan | $ 4,500,000 |
Equity Based Awards - Summary o
Equity Based Awards - Summary of Stock Option Activity (Detail) - 2021 Stock Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Outstanding | 11,922,334 | |
Granted | 0 | |
Exercised | (510,294) | |
Forfeited | (523,589) | |
Number of Options, Outstanding | 10,888,451 | 11,922,334 |
Number of Options, Options exercisable | 9,948,613 | |
Weighted-Average Exercise Price, Outstanding | $ 2 | |
Granted | 0 | |
Exercised | 0.37 | |
Forfeited | 2.12 | |
Weighted-Average Exercise Price, Outstanding | 2.07 | $ 2 |
Weighted-Average Exercise Price, Options exercisable | $ 2.06 | |
Weighted-Average Remaining Contractual Life, Outstanding | 6 years 1 month 17 days | 6 years 11 months 26 days |
Weighted-Average Remaining Contractual Life, exercisable | 6 years 25 days |
Equity Based Awards - Summary_2
Equity Based Awards - Summary of Additional Information Regarding Exercise of Stock Options (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
2021 Stock Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Line Items] | ||
Intrinsic value of options exercised | $ 501 | $ 3,525 |
Equity Based Awards - Schedule
Equity Based Awards - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Expected option term (in years) | 2 years 6 months 14 days | 3 years 6 months 14 days |
Expected volatility | 85% | 65% |
Risk-free interest rate | 4.07% | 4.12% |
Expected dividend yield | 0% | 0% |
Fair value of common stock (per share) | $ 0.82 | $ 1.16 |
Equity Based Awards - Summary_3
Equity Based Awards - Summary of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 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 | 10,958,347 |
Number of Shares, Vested | shares | (3,965,864) |
Number of Shares, Forfeited | shares | (2,722,080) |
Number of Shares, Unvested at December 31, 2023 | shares | 15,310,998 |
Weighted- Average Grant Date Fair Value, Outstanding at December 31, 2022 | $ / shares | $ 3.94 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 1.15 |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | 3.63 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 3.38 |
Weighted- Average Grant Date Fair Value, Unvested at December 31, 2023 | $ / shares | $ 2.12 |
Equity Based Awards - Summary_4
Equity Based Awards - Summary of Stock-based Compensation based on Awards Granted (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | $ 13,987 | $ 18,209 |
Employee Stock Option [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | 2,641 | 3,493 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense for restricted stock units and options | 11,398 | 13,114 |
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 | $ 14,039 | $ 16,607 |
Equity Based Awards - Summary_5
Equity Based Awards - Summary of Recognized Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 13,987 | $ 18,209 |
Cost of Good Sold | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 259 | 354 |
Sales and marketing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 1,851 | 2,158 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 4,649 | 4,584 |
General and Administrative Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 7,228 | $ 11,113 |
Earnout - Additional Informatio
Earnout - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 TradingDays $ / shares shares | Dec. 31, 2022 $ / shares shares | Jul. 14, 2021 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Earnout Period | 5 years | ||
Common stock, Shares issued | shares | 198,581,263 | 194,560,946 | |
Current stock price | $ / shares | $ 0.82 | $ 1.16 | |
Triggering Event I [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, Shares issued | shares | 8,000,000 | ||
Common Stock Convertible, Stock Price Trigger | $ / shares | $ 12.5 | ||
Common Stock Convertible Threshold Trading Days | TradingDays | 20 | ||
Common Stock Convertible Threshold Consecutive Trading Days | TradingDays | 30 | ||
Common Stock Pro-Rata Distribution Basis Ratio | 50 | ||
Current stock price | $ / shares | $ 0.1 | $ 8.04 | |
Triggering Event II [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, Shares issued | shares | 6,666,667 | ||
Common Stock Convertible, Stock Price Trigger | $ / shares | $ 15 | ||
Common Stock Convertible Threshold Trading Days | TradingDays | 20 | ||
Common Stock Convertible Threshold Consecutive Trading Days | TradingDays | 30 | ||
Common Stock Pro-Rata Distribution Basis Ratio | 50 | ||
Current stock price | $ / shares | $ 0.07 | $ 7.66 | |
Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares surrendered under reverse recapitalization | shares | 2,610,000 | ||
Eligible Mark Forged Equity Holders | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, Shares issued | shares | 14,666,667 |
Earnout - Summary of the number
Earnout - Summary of the number of Earnout Shares allocated to each unit of account (Details) | 12 Months Ended |
Dec. 31, 2023 shares | |
Triggering Event I Earnout Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Derivative liability | 7,320,502 |
Stock compensation | 679,498 |
Total Earnout Shares, Total | 8,000,000 |
Triggering Event I I Earnout Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Derivative liability | 6,100,415 |
Stock compensation | 566,252 |
Total Earnout Shares, Total | 6,666,667 |
Earnout - Assumptions used in t
Earnout - Assumptions used in the valuation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Fair value of common stock (per share) | $ 0.82 | $ 1.16 |
Expected volatility | 85% | 65% |
Risk-free interest rate | 4.07% | 4.12% |
Expected dividend yield | 0% | 0% |
Expected option term (in years) | 2 years 6 months 14 days | 3 years 6 months 14 days |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jul. 14, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock, Shares issued | 198,581,263 | 194,560,946 | |
Public Warrant [Member] | |||
Warrants recognized in Shareholder equity Fair Value | $ 9,700,000 | ||
Warrant [Member] | Private Placement [Member] | |||
Class of warrant or right, exercise price of warrants or rights | $ 0.06 | ||
Warrants recognized liability at fair value | $ 5,700,000 | $ 200,000 | $ 600,000 |
Warrant [Member] | Private Placement [Member] | Fair value of derivative liabilities | |||
Warrants recognized liability at fair value | $ 500 | $ 2,000 |
Stock Warrants - Summary of Bla
Stock Warrants - Summary of Black- Scholes model using the following inputs (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Expected option term (in years) | 2 years 6 months 14 days | 3 years 6 months 14 days |
Expected volatility | 85% | 65% |
Risk-free interest rate | 4.07% | 4.12% |
Expected dividend yield | 0% | 0% |
Fair value of common stock (per share) | $ 0.82 | $ 1.16 |
Stock Warrants - Schedule of Pr
Stock Warrants - Schedule of Private Placement Warrants Valued Under Binomial Lattice Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Current stock price | $ 0.82 | $ 1.16 |
Expected term (years) | 2 years 6 months 14 days | 3 years 6 months 14 days |
Volatility | 85% | 65% |
Risk-free interest rate | 4.07% | 4.12% |
Dividend rate | 0% | 0% |
Private Placement [Member] | Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Current stock price | $ 1.16 | |
Exercise price | $ 11.5 | |
Expected term (years) | 3 years 6 months 14 days | |
Volatility | 177% | |
Risk-free interest rate | 4.12% | |
Dividend rate | 0% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee Lease Description Line Items | ||
Rent expense under the operating lease agreements | $ 7.9 | $ 6.7 |
Pre Tax And After Tax Charges Related To Operating Lease Right Of Use Asset | $ 4 |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 6,877 |
2025 | 7,652 |
2026 | 7,777 |
2027 | 7,958 |
2028 | 7,385 |
After 2029 | 16,441 |
Total future lease payments | 54,090 |
Less: interest | (10,951) |
Present value of lease liabilities | $ 43,139 |
Leases - Future minimum lease_2
Leases - Future minimum lease payments 1 (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2022 | $ 6,877 |
2023 | 7,652 |
2024 | 7,777 |
2025 | 7,958 |
2026 | 7,385 |
After 2026 | 16,441 |
Total future lease payments | $ 54,090 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash payments for operating leases included in cash flows used in operating activities | $ 7,865 | $ 5,849 |
Leases - Other lease informatio
Leases - Other lease information - (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Lease, Cost [Abstract] | ||
Weighted-average remaining lease term - Operating leases | 7 years 1 month 6 days | 7 years 10 months 24 days |
Weighted-average discount rate - Operating leases | 6.40% | 6.40% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Company's Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Profit (loss) before income taxes: | ||
Domestic | $ (75,028) | $ (24,673) |
Foreign | (29,125) | (1,133) |
Loss before income taxes | $ (104,153) | $ (25,806) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of the Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current Provision | ||
Federal | $ 0 | $ 0 |
State | 0 | 3 |
Foreign | 83 | 69 |
Total current expense (benefit) | 83 | 72 |
Deferred Provision | ||
Federal | 0 | (136) |
State | 0 | (52) |
Foreign | (669) | (302) |
Total deferred (benefit) provision | (669) | (490) |
Total income tax (benefit) expense | $ (586) | $ (418) |
Income Taxes - Schedule of Over
Income Taxes - Schedule of Overall Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory US federal rate | 21% | 21% |
State income taxes, net of federal benefit | 4.04% | 5.88% |
Stock-based compensation | (2.19%) | (8.24%) |
Nondeductible expenses | (0.15%) | 0% |
Goodwill Impairment | (6.06%) | 0% |
Fair market value change in warrants and earn out liabilities | 0% | 47.85% |
Transaction costs | 0% | (1.26%) |
Officer's compensation (162(m)) | (0.13%) | (0.69%) |
Research and development credits | 2.56% | 32.93% |
Valuation allowance | (18.11%) | (91.07%) |
Change in statutory tax rate | (0.04%) | (1.05%) |
Other rate items | (0.36%) | (3.80%) |
Effective tax rate | 0.56% | 1.55% |
Income Taxes - Schedule of Co_3
Income Taxes - Schedule of Components of the Company's Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Lease liability | $ 10,493 | $ 11,220 |
Capitalized research and development costs | 14,596 | 9,453 |
Stock compensation | 2,175 | 2,296 |
Reserves | 689 | 824 |
Deferred revenue | 1,298 | 778 |
Accrued expenses | 564 | 509 |
Amortization | 0 | 200 |
Inventory reserves | 670 | 0 |
Net operating losses | 42,646 | 33,690 |
Research and development credits | 15,465 | 12,260 |
Other credits | 407 | 254 |
Gross deferred tax assets | 89,003 | 71,484 |
Less: Valuation allowance | (78,576) | (59,514) |
Deferred tax liabilities | ||
Right-of-use assets | (8,966) | (10,599) |
Deferred expenses | (125) | 0 |
Acquired intangible assets | (3,218) | (3,690) |
Depreciation | (203) | (464) |
Loss on sale of assets | (20) | 0 |
Net deferred tax assets | $ (2,105) | $ (2,783) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory US federal rate | 21% | 21% |
Operating loss carryforwards | $ 156.6 | |
Operating loss carryforwards with no expiration date | 0 | |
Swedish foreign net operating loss carryforwards | 6.1 | |
Valuation allowance | 78.6 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 15 | |
Federal [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | $ 11 | |
Tax Credit Carryforward Expiration Year | 2033 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 89.9 | |
State [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | $ 5.6 | |
Tax Credit Carryforward Expiration Year | 2038 | |
Minimum [Member] | Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2033 | |
Minimum [Member] | State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2026 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards, Limitations on Use | limited in their usage to 80% of annual taxable income | |
Maximum [Member] | Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2037 | |
Maximum [Member] | State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2042 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 59,514 | $ 36,009 |
Additions charged to expense | 19,062 | 23,505 |
Balance at end of year | $ 78,576 | $ 59,514 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Purchase commitment, minimum amount commited | $ 0 |
Net (Loss) Profit Per Share - S
Net (Loss) Profit Per Share - Summary of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss | $ (103,567) | $ (25,388) |
Net loss attributable to common stockholders - Basic | (103,567) | (25,388) |
Net loss attributable to common stockholders - Diluted | $ (103,567) | $ (25,388) |
Denominator: | ||
Weighted average shares outstanding - basic | 196,896,011 | 189,747,367 |
Add: Weighted average unvested options outstanding | 0 | 0 |
Add: Dilutive effect of restricted units issued | 0 | 0 |
Weighted average shares outstanding - Diluted | 196,896,011 | 189,747,367 |
Net loss per common share: | ||
Basic | $ (0.53) | $ (0.13) |
Diluted | $ (0.53) | $ (0.13) |
Net (Loss) Profit Per Share- Su
Net (Loss) Profit Per Share- Summary of Dilutive Securities are Excluded from the Denominator (Detail) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 47,380,139 | 46,154,580 |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,075,215 | 11,040,595 |
Unvested or unexercised option awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,113,273 | 11,922,334 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,524,984 | 8,524,984 |
Contingently issuable earnout shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,666,667 | 14,666,667 |
Segment Information - Summary o
Segment Information - Summary of Disaggregated Revenue Data for those Markets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 93,784 | $ 100,958 |
Americas | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | 43,715 | 46,638 |
EMEA | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | 29,744 | 30,185 |
APAC | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 20,325 | $ 24,135 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Number of operating segment | Segment | 1 | |
Revenue | $ 93,784 | $ 100,958 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 38,200 | $ 43,800 |
Sweden | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Percentage of long-lived assets located | 17% |