Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | XOMETRY, INC. | |
Entity Central Index Key | 0001657573 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-40546 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 32-0415449 | |
Entity Address, Address Line One | 7529 Standish Place | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Derwood | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20855 | |
City Area Code | 240 | |
Local Phone Number | 335-7914 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,744,740 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Class A common stock, par value $0.000001 per share | |
Trading Symbol | XMTR | |
Security Exchange Name | NASDAQ | |
Entity Bankruptcy Proceedings, Reporting Current | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 57,778 | $ 59,874 |
Marketable securities | 266,739 | 0 |
Accounts receivable, less allowance for doubtful accounts of $0.7 million as of September 30, 2021 and $0.6 million as of December 31, 2020, respectively | 25,157 | 14,574 |
Inventory | 1,427 | 2,294 |
Prepaid expenses | 4,988 | 913 |
Total current assets | 356,089 | 77,655 |
Property and equipment, net | 8,615 | 6,113 |
Operating lease right-of-use assets | 3,101 | 1,922 |
Other assets | 204 | 788 |
Intangible assets, net | 1,455 | 1,652 |
Goodwill | 833 | 833 |
Total assets | 370,297 | 88,963 |
Current liabilities: | ||
Accounts payable | 5,198 | 5,640 |
Accrued expenses | 17,487 | 13,606 |
Contract liabilities | 3,379 | 2,355 |
Operating lease liabilities, current portion | 1,108 | 1,013 |
Finance lease liabilities, current portion | 5 | 14 |
Short-term debt | 15,753 | |
Total current liabilities | 27,177 | 38,381 |
Operating lease liabilities, net of current portion | 2,197 | 1,118 |
Total liabilities | 29,374 | 39,499 |
Commitments and contingencies (Note 12) | ||
Convertible preferred stock | ||
Convertible preferred stock, $0.000001 par value, Seed-1, Seed-2, Series A-1, Series A-2, Series B, Series C, Series D and Series E. Authorized; zero shares and 27,970,966 shares, zero shares and 27,758,941 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 160,713 | |
Stockholders’ deficit | ||
Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares and zero shares; zero shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Common stock | ||
Additional paid-in capital | 490,175 | 503 |
Accumulated other comprehensive income | 186 | 210 |
Accumulated deficit | (149,438) | (111,962) |
Total stockholders’ deficit | 340,923 | (111,249) |
Total liabilities, convertible preferred stock and stockholders’ equity | 370,297 | 88,963 |
Class A Common Stock | ||
Stockholders’ deficit | ||
Common stock | ||
Class B Common Stock | ||
Stockholders’ deficit | ||
Common stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts receivable current | $ 0.7 | $ 0.6 |
Shares authorized | 0 | 27,970,966 |
Shares issued | 0 | 27,758,941 |
Shares outstanding | 0 | 27,758,941 |
Preferred stock, par or stated value per share | $ 0.000001 | |
Preferred stock, shares authorized | 50,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par or stated value per share | $ 0.000001 | |
Common stock shares authorized | 0 | 42,000,000 |
Common stock share issued | 0 | 7,755,782 |
Common stock share outstanding | 0 | 7,755,782 |
Convertible Preferred Stock- Seed-1 | ||
Temporary equity, par value | $ 0.000001 | |
Shares authorized | 4,200,000 | |
Shares outstanding | 4,200,000 | |
Convertible Preferred Stock- Seed-2 | ||
Temporary equity, par value | $ 0.000001 | |
Shares authorized | 2,188,322 | |
Shares outstanding | 2,188,322 | |
Convertible Preferred Stock- Series A-1 | ||
Temporary equity, par value | $ 0.000001 | |
Shares authorized | 4,211,094 | |
Shares outstanding | 4,211,094 | |
Convertible Preferred Stock- Series A-2 | ||
Temporary equity, par value | $ 0.000001 | |
Shares authorized | 1,591,230 | |
Shares outstanding | 1,591,230 | |
Convertible Preferred Stock- Series B | ||
Temporary equity, par value | $ 0.000001 | |
Shares authorized | 4,132,055 | |
Shares outstanding | 4,044,271 | |
Convertible Preferred Stock- Series C | ||
Temporary equity, par value | $ 0.000001 | |
Shares authorized | 3,754,201 | |
Shares outstanding | 3,754,201 | |
Convertible Preferred Stock- Series D | ||
Temporary equity, par value | $ 0.000001 | |
Shares authorized | 5,494,064 | |
Shares outstanding | 5,494,064 | |
Convertible Preferred Stock- Series E | ||
Temporary equity, par value | $ 0.000001 | |
Shares authorized | 2,400,000 | |
Shares outstanding | 2,275,759 | |
Class A Common Stock | ||
Common stock, par or stated value per share | $ 0.000001 | |
Common stock shares authorized | 750,000,000 | 0 |
Common stock share issued | 41,714,711 | 0 |
Common stock share outstanding | 41,714,711 | 0 |
Class B Common Stock | ||
Common stock, par or stated value per share | $ 0.000001 | |
Common stock shares authorized | 5,000,000 | 0 |
Common stock share issued | 2,676,154 | 0 |
Common stock share outstanding | 2,676,154 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Revenue | $ 56,727 | $ 41,953 | $ 151,238 | $ 103,425 |
Cost of revenue | 42,233 | 31,778 | 115,033 | 79,619 |
Gross profit | 14,494 | 10,175 | 36,205 | 23,806 |
Sales and marketing | 9,828 | 5,986 | 26,250 | 15,842 |
Operations and support | 5,775 | 3,671 | 15,594 | 10,138 |
Product development | 4,376 | 3,003 | 12,131 | 8,879 |
General and administrative | 8,778 | 3,282 | 18,343 | 8,792 |
Total operating expenses | 28,757 | 15,942 | 72,318 | 43,651 |
Loss from operations | (14,263) | (5,767) | (36,113) | (19,845) |
Other (expenses) income | ||||
Interest expense | (79) | (309) | (799) | (939) |
Interest and dividend income | 417 | 2 | 457 | 215 |
Other expenses | (786) | (109) | (1,021) | (340) |
Total other expenses | (448) | (416) | (1,363) | (1,064) |
Net loss | (14,711) | (6,183) | (37,476) | (20,909) |
Deemed dividend to preferred stockholders | (8,801) | (8,801) | ||
Net loss attributable to common stockholders | $ (14,711) | $ (14,984) | $ (37,476) | $ (29,710) |
Net loss per share, basic and diluted | $ (0.33) | $ (1.99) | $ (1.87) | $ (3.98) |
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted | 43,962,863 | 7,546,458 | 20,092,600 | 7,458,671 |
Comprehensive loss: | ||||
Foreign currency translation | $ (41) | $ (65) | $ (24) | $ (92) |
Total other comprehensive loss | (41) | (65) | (24) | (92) |
Net loss | (14,711) | (6,183) | (37,476) | (20,909) |
Total comprehensive loss | $ (14,752) | $ (6,248) | $ (37,500) | $ (21,001) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Initial Public Offering | Common Stock | Common StockInitial Public Offering | Additional Paid-In Capital | Additional Paid-In CapitalInitial Public Offering | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Convertible Preferred Stock Seed-1, Seed-2, Series A-1, Series A-2, Series B, Series C, Series D, Series E | Convertible Preferred Stock Seed-1, Seed-2, Series A-1, Series A-2, Series B, Series C, Series D, Series EInitial Public Offering | Class A - Common Stock | Class A - Common StockInitial Public Offering | Class B - Common Stock | Class B - Common StockInitial Public Offering |
Temporary equity, Balance at Dec. 31, 2019 | $ 121,156 | |||||||||||||
Temporary equity, Balance, Shares at Dec. 31, 2019 | 25,483,182 | |||||||||||||
Balance at Dec. 31, 2019 | $ (73,097) | $ 4,512 | $ (77,609) | |||||||||||
Balance, Shares at Dec. 31, 2019 | 7,289,571 | |||||||||||||
Repurchase of convertible preferred stock | $ (12,852) | |||||||||||||
Repurchase of convertible preferred stock, Shares | (2,246,886) | |||||||||||||
Repurchase of convertible preferred stock | (8,801) | (5,429) | (3,372) | |||||||||||
Issuance of convertible preferred stock | $ 52,409 | |||||||||||||
Issuance of convertible preferred stock, Shares | 4,522,645 | |||||||||||||
Exercise of common stock options | 405 | 405 | ||||||||||||
Exercise of common stock options, Shares | 276,759 | |||||||||||||
Stock based compensation | 679 | 679 | ||||||||||||
Comprehensive loss: | ||||||||||||||
Foreign currency translation | (92) | $ (92) | ||||||||||||
Net loss | (20,909) | (20,909) | ||||||||||||
Total comprehensive loss | (21,001) | |||||||||||||
Temporary equity, Balance at Sep. 30, 2020 | $ 160,713 | |||||||||||||
Temporary equity, Balance, Shares at Sep. 30, 2020 | 27,758,941 | |||||||||||||
Balance at Sep. 30, 2020 | (101,815) | 167 | (92) | (101,890) | ||||||||||
Balance, Shares at Sep. 30, 2020 | 7,566,330 | |||||||||||||
Temporary equity, Balance at Jun. 30, 2020 | $ 121,156 | |||||||||||||
Temporary equity, Balance, Shares at Jun. 30, 2020 | 25,483,182 | |||||||||||||
Balance at Jun. 30, 2020 | (87,301) | 5,061 | (27) | (92,335) | ||||||||||
Balance, Shares at Jun. 30, 2020 | 7,491,198 | |||||||||||||
Repurchase of convertible preferred stock | $ (12,852) | |||||||||||||
Repurchase of convertible preferred stock, Shares | (2,246,886) | |||||||||||||
Repurchase of convertible preferred stock | (8,801) | (5,429) | (3,372) | |||||||||||
Issuance of convertible preferred stock | $ 52,409 | |||||||||||||
Issuance of convertible preferred stock, Shares | 4,522,645 | |||||||||||||
Exercise of common stock options | 242 | 242 | ||||||||||||
Exercise of common stock options, Shares | 75,132 | |||||||||||||
Stock based compensation | 293 | 293 | ||||||||||||
Comprehensive loss: | ||||||||||||||
Foreign currency translation | (65) | (65) | ||||||||||||
Net loss | (6,183) | (6,183) | ||||||||||||
Total comprehensive loss | (6,248) | |||||||||||||
Temporary equity, Balance at Sep. 30, 2020 | $ 160,713 | |||||||||||||
Temporary equity, Balance, Shares at Sep. 30, 2020 | 27,758,941 | |||||||||||||
Balance at Sep. 30, 2020 | (101,815) | 167 | (92) | (101,890) | ||||||||||
Balance, Shares at Sep. 30, 2020 | 7,566,330 | |||||||||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 160,713 | $ 160,713 | ||||||||||||
Temporary equity, Balance, Shares at Dec. 31, 2020 | 27,758,941 | 27,758,941 | ||||||||||||
Balance at Dec. 31, 2020 | $ (111,249) | 503 | 210 | (111,962) | ||||||||||
Balance, Shares at Dec. 31, 2020 | 7,755,782 | 7,755,782 | 0 | 0 | ||||||||||
Conversion of convertible preferred stock in connection with the initial public offering | $ 160,713 | $ 160,713 | $ (160,713) | |||||||||||
Conversion of convertible preferred stock in connection with the initial public offering, Shares | (27,758,941) | 27,351,633 | 407,308 | |||||||||||
Exercise of common stock options | $ 1,787 | 1,787 | ||||||||||||
Exercise of common stock options, Shares | 949,759 | 910,015 | 39,744 | |||||||||||
Conversion of common stock in connection with the initial public offering, Shares | (8,665,797) | |||||||||||||
Conversion of common stock in connection with the initial public offering, Shares | 6,396,951 | 2,268,846 | ||||||||||||
Issuance of common stock in connection with the initial public offering, net of underwriters' discount | 325,263 | 325,263 | ||||||||||||
Issuance of common stock in connection with the initial public offering, net of underwriters' discount, Shares | 7,906,250 | |||||||||||||
Donated common stock | $ 1,157 | 1,157 | ||||||||||||
Donated common stock, Shares | 20,133 | |||||||||||||
Costs of initial public offering | (3,995) | (3,995) | ||||||||||||
Stock based compensation | 4,747 | 4,747 | ||||||||||||
Comprehensive loss: | ||||||||||||||
Foreign currency translation | (24) | (24) | ||||||||||||
Net loss | (37,476) | (37,476) | ||||||||||||
Total comprehensive loss | (37,500) | |||||||||||||
Temporary equity, Balance at Sep. 30, 2021 | ||||||||||||||
Temporary equity, Balance, Shares at Sep. 30, 2021 | 0 | |||||||||||||
Balance at Sep. 30, 2021 | $ 340,923 | 490,175 | 186 | (149,438) | ||||||||||
Balance, Shares at Sep. 30, 2021 | 0 | 41,714,711 | 2,676,154 | |||||||||||
Temporary equity, Balance at Jun. 30, 2021 | $ 160,713 | |||||||||||||
Temporary equity, Balance, Shares at Jun. 30, 2021 | 27,758,941 | |||||||||||||
Balance at Jun. 30, 2021 | $ (130,185) | 4,315 | 227 | (134,727) | ||||||||||
Balance, Shares at Jun. 30, 2021 | 8,665,797 | |||||||||||||
Conversion of convertible preferred stock in connection with the initial public offering | 160,713 | 160,713 | $ (160,713) | |||||||||||
Conversion of convertible preferred stock in connection with the initial public offering, Shares | (27,758,941) | 27,351,633 | 407,308 | |||||||||||
Exercise of common stock options | 456 | 456 | ||||||||||||
Exercise of common stock options, Shares | 39,744 | |||||||||||||
Conversion of common stock in connection with the initial public offering, Shares | (8,665,797) | |||||||||||||
Conversion of common stock in connection with the initial public offering, Shares | 6,396,951 | 2,268,846 | ||||||||||||
Issuance of common stock in connection with the initial public offering, net of underwriters' discount | $ 325,263 | $ 325,263 | ||||||||||||
Issuance of common stock in connection with the initial public offering, net of underwriters' discount, Shares | 7,906,250 | |||||||||||||
Donated common stock | 1,157 | 1,157 | ||||||||||||
Donated common stock, Shares | 20,133 | |||||||||||||
Costs of initial public offering | (3,995) | (3,995) | ||||||||||||
Stock based compensation | 2,266 | 2,266 | ||||||||||||
Comprehensive loss: | ||||||||||||||
Foreign currency translation | (41) | (41) | ||||||||||||
Net loss | (14,711) | (14,711) | ||||||||||||
Total comprehensive loss | (14,752) | |||||||||||||
Temporary equity, Balance at Sep. 30, 2021 | ||||||||||||||
Temporary equity, Balance, Shares at Sep. 30, 2021 | 0 | |||||||||||||
Balance at Sep. 30, 2021 | $ 340,923 | $ 490,175 | $ 186 | $ (149,438) | ||||||||||
Balance, Shares at Sep. 30, 2021 | 0 | 41,714,711 | 2,676,154 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (37,476) | $ (20,909) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,304 | 2,256 |
Reduction in carrying amount of right-of-use asset | 912 | 770 |
Stock based compensation | 4,747 | 679 |
Non-cash interest expense | 111 | 238 |
Loss on debt extinguishment | 272 | |
Donation of common stock | 1,157 | |
Unrealized loss on marketable securities | 239 | |
Changes in other assets and liabilities: | ||
Accounts receivable, net | (10,645) | (4,381) |
Inventory | 842 | (618) |
Prepaid expenses | (4,080) | 88 |
Other assets | 580 | (544) |
Accounts payable | (400) | (3,142) |
Accrued expenses | 3,931 | 8,100 |
Contract liabilities | 1,053 | 1,038 |
Lease liabilities | (917) | (720) |
Net cash used in operating activities | (37,370) | (17,145) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (266,978) | |
Purchase of short-term investments | (17,711) | |
Proceeds from short-term investments | 28,571 | |
Purchases of property and equipment | (4,625) | (2,888) |
Net cash (used in) provided by investing activities | (271,603) | 7,972 |
Cash flows from financing activities: | ||
Proceeds from issuance of Series A-2, Series B, Series C, Series D and Series E convertible preferred stock, net of issuance costs | 52,409 | |
Repurchase of Series A-2, Series B, Series C and Series D convertible preferred stock | (12,852) | |
Deemed dividend to preferred stockholders | (8,801) | |
Proceeds from initial public offering, net of underwriters' discount | 325,263 | |
Payments in connection with initial public offering | (3,995) | |
Proceeds from stock options exercised | 1,787 | 405 |
Proceeds from term loan | 4,000 | |
Repayment of term loan | (16,136) | |
Proceeds from other borrowings | 4,783 | |
Repayment of other borrowings | (4,783) | |
Payments on finance lease obligations | (9) | (9) |
Net cash provided by financing activities | 306,910 | 35,152 |
Effect of foreign currency translation on cash and cash equivalents | (33) | (9) |
Net (decrease) increase in cash and cash equivalents | (2,096) | 25,970 |
Cash and cash equivalents at beginning of period | 59,874 | 40,122 |
Cash and cash equivalents at end of period | 57,778 | 66,092 |
Supplemental cash flow information: | ||
Cash paid for interest | 907 | $ 970 |
Non-cash investing activity: | ||
Non-cash purchase of property and equipment | $ (19) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | (1) Organization and Description of Business Xometry Inc. (“Xometry”, the “Company”, "we", or "our") was incorporated in the State of Delaware in May 2013 . Xometry uses proprietary technology to enable product designers, engineers, buyers, and supply chain professionals to instantly access the capacity of a global network of manufacturing facilities. The Company’s platform makes it possible for customers to quickly receive pricing, expected lead times, manufacturability feedback and place orders on the Company’s platform. The network allows the Company to provide high volumes of on-demand, unique parts, including custom components and aftermarket parts for its customers. Xometry operates from its domestic facilities in Maryland, Kentucky, and Tennessee, with its corporate headquarters in Derwood, Maryland. One facility is operated in Munich, Germany. Xometry’s seller capabilities include computer numerical control manufacturing, sheet metal manufacturing, 3D printing (including fused deposition modeling, direct metal laser sintering, PolyJet, stereolithography, selective laser sintering, binder jetting, carbon digital light synthesis and multi jet fusion), die casting, injection molding, urethane casting, as well as finishing services, rapid prototyping and high-volume production. Initial Public Offering On July 2, 2021, the Company closed its planned initial public offering ("IPO"), in which it issued and sold 7,906,250 shares of its Class A common stock. The initial offering price was $ 44.00 per share. The Company received net proceeds of approximately $ 325.3 million from the IPO after deducting underwriting discounts and commissions of $ 22.6 million. The Company also incurred approximately $ 4.0 million of other offering costs in connection with its IPO. Upon the closing of the IPO on July 2, 2021, 8,665,797 shares of outstanding common stock were reclassified into Class A common stock, 27,758,941 shares of outstanding convertible preferred stock were converted into Class A common stock, and 2,676,154 shares of Class A common stock were exchanged by our co-founders for an equivalent number of shares of Class B common stock pursuant to the terms of the exchange agreement. Also on July 2, 2021, the Company reserved 402,658 shares of its Class A common stock, representing 1 % of the Company's fully diluted capitalization as of the date of approval of our board of directors, for charitable contributions to non-profit organizations. These shares will be issued over the next five years, in an amount not to exceed 20 % of the initial reserve amount per calendar year. During the third quarter of 2021, the Company donated 20,133 shares of Class A common stock to a donor advised fund and recognized an expense associated with the charitable contribution of approximately $ 1.2 million which is recorded in general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | (2) Basis of Presentation and Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's final Prospectus on Form 424(b)(4) filed with the SEC on July 1, 2021 (“Final Prospectus”). The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but may not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, stockholders' equity (deficit) and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2021 or any future period. The Company has two reporting segments which are referred to as: (1) the United States (“U.S.”) and (2) Europe. Foreign Operations and Comprehensive Loss The U.S. dollar (“USD”) is the functional currency for Xometry’s consolidated subsidiary operating in the U.S. The functional currency for the Company’s consolidated subsidiary operating in Germany is the Euro (“EUR”). For the Company’s consolidated subsidiary whose functional currency is not the USD, the Company translates their financial statements into USD. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive income (loss) (“AOCI”), as a separate component of equity. (b) Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. (c) Fair Value Measurements and Financial Instruments The carrying amounts of certain of the Company’s financial instruments, which include cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and contract liabilities approximate their fair values due to their short maturities. The Company's marketable securities are recorded at fair value. (d) Marketable Securities The Company measures its marketable securities at fair value and recognizes any changes in fair value in net loss. In August 2021, we invested approximately $ 266.6 million of proceeds from our IPO in marketable securities. We consider our marketable securities as available for use in current operations, and therefore classify these securities as current assets on the Condensed Consolidated Balance Sheets. As of September 30, 2021, the Company's marketable securities of $ 266.7 million were recorded at fair value, within Level 1 of the fair value hierarchy. The fair value of the Company’s Level 1 financial instruments is based on quoted prices in active markets, total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs, discounts or blockage factors. During the third quarter of 2021, the Company recorded an unrealized loss of $ 0.2 million related to these securities. (e) Accounts Receivable Accounts receivable are stated at the amount the Company expects to collect from outstanding balances. For customers for which Xometry provides credit, the Company performs credit inquiries, including references checks, and query credit ratings services and other publicly available information. Amounts collected on accounts receivable are included in net cash provided by operating activities in the statements of cash flows. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its experience and judgment. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. (f) Property and Equipment and Long-Lived Assets Property and equipment are stated at cost. Equipment under finance leases is stated at the present value of minimum lease payments. Depreciation is calculated on the straight-line method over the estimated useful life of the assets, which range from three to seven years , or in the case of leasehold improvements, over the shorter of the remaining lease term or the useful life of the asset. Property and equipment and intangibles assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Property and equipment includes capitalized internal-use software development costs. Eligible internal-use software development costs are capitalized subsequent to the completion of the preliminary project stage. Such costs include internal and external direct development costs totaling $ 3.9 million for the nine months ended September 30, 2021 and $ 3.6 million for the year ended December 31, 2020. After all substantial testing and deployment is completed and the software is ready for its intended use, capitalization is discontinued and the internal-use software costs are placed in service and amortized using the straight-line method over the estimated useful life of the software, generally three years. (g) Revenue The Company derives substantially all of its revenue in the U.S. and Europe from the sale of parts and assemblies fulfilled using a vast network of sellers. The Company recognizes revenue from the sales to our buyers pursuant to Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company determines that a contract exists between the Company and the customer when the customer accepts the quote and places the order, all of which are governed by the Company’s standard terms and conditions or other agreed terms with Xometry’s customers. Upon completion of an order through Xometry’s platform, the Company identifies the performance obligation(s) within that order to complete the sale of the manufactured part(s) or assembly. Using Xometry’s in-house technology, the Company determines the price for the manufactured part(s) or assembly on a stand-alone basis at order initiation. The Company recognizes revenue from sales to Xometry customers upon shipment, at which point control over the part(s) or assembly have transferred. We have concluded that the Company is principal in the sale of part(s) and assemblies that use the Company’s network of third-party manufacturers because the Company controls the manufacturing by obtaining a right to direct a third-party manufacturer to fulfill the performance obligation Xometry has with the buyer on Xometry’s behalf. The Company has considered the following conditions of the sale: (i) the Company has the obligation of providing the specified product to the customer, (ii) the Company has discretion with respect to establishing the price of the product and the price the Company pays the sellers and the Company has margin risk on all of Xometry’s sales, (iii) the Company has discretion in determining how to fulfill each order, including selecting the seller and (iv) Xometry bears certain risk for product quality to the extent the buyer is not satisfied with the final product. Revenue is shown net of estimated returns, refunds, and allowances. As of September 30, 2021 and December 31, 2020, the Company has a $ 0.1 million provision for estimated returns, refunds or allowances. Sales tax collected from customers and remitted to governmental authorities is excluded from revenue. Contract Liabilities Contract liabilities are primarily derived from customer credit card payments received at the time an order is placed, for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. The following table is a summary of the contract liabilities as of December 31, 2020 and September 30, 2021 (in thousands): Rollforward of contract liabilities: Contract liabilities at December 31, 2020 $ 2,355 Revenue recognized ( 59,033 ) Payments received in advance 60,057 Contract liabilities at September 30, 2021 $ 3,379 During the period ended September 30, 2021, the Company recognized $ 2.4 million of revenue related to its contract liabilities at December 31, 2020. Sales Contract Acquisition Costs The Company’s incremental costs to obtain a contract may include a sales commission which is generally determined on a per order basis. The Company expenses sales commissions when earned, given the short period until the fulfillment of customer orders. The Company elected the practical expedient, allowed under Topic 606, to expense costs to obtain a contract as incurred when the amortization period would have been one year or less. Sales commissions Xometry pays are included in Xometry’s sales and marketing expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. (h) Cost of Revenue Cost of revenue primarily consists of the cost of the products that are manufactured by the Company’s sellers for delivery to buyers on Xometry’s platform, internal production costs, shipping costs and certain internal depreciation. (i) Leases On January 1, 2019, the Company adopted ASC Topic 842, Leases. This standard provided several optional practical expedients for use in transition. The Company elected to use what the FASB deemed the “package of practical expedients,” which allowed the Company not to reassess the Company’s previous conclusions about lease identification, lease classification and the accounting treatment for initial direct costs. The standard also provided several optional practical expedients for the ongoing accounting for leases. The Company elected the short-term lease recognition exemption for all leases that qualify, meaning that for leases with terms of twelve months or less, the Company will not recognize right-of-use ("ROU") assets or lease liabilities on the Condensed Consolidated Balance Sheets. Additionally, the Company elected to use the practical expedient to not separate lease and non-lease components for leases of real estate, meaning that for these leases, the non-lease components are included in the associated ROU asset and lease liability balances on the Company’s Condensed Consolidated Balance Sheets. The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. Operating leases are included in operating lease ROU assets, operating lease liabilities and operating lease liabilities (net of current portion) in the Condensed Consolidated Balance Sheets. The Company has finance leases as detailed in the Long-Lived Assets section above. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s operating leases is generally not determinable, as such the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. (j) Sales and Marketing Sales and marketing expenses are expensed as incurred and include the costs of digital marketing strategies, branding costs and other advertising costs, certain depreciation and amortization expense, and compensation expenses, including stock-based compensation, to the Company’s sales and marketing employees. For the three and nine months ended September 30, 2021 and 2020, the Company’s advertising costs were $ 5.5 million and $ 3.3 million, respectively and $ 14.4 million and $ 8.4 million, respectively. (k) Operations and Support Operations and support expenses are the costs the Company incurs in support of the customers and sellers on Xometry’s platform which are provided by phone, email and chat for purposes of resolving customer and seller related matters. These costs primarily consist of compensation expenses of the support staff, including stock-based compensation, certain depreciation and amortization expense and software costs used in delivering customer and seller service. (l) Product Development Product development costs which are not eligible for capitalization are expensed as incurred. This account also includes compensation expenses, including stock-based compensation to the Company’s employees performing these functions and certain depreciation and amortization expense. (m) General and Administrative General and administrative expenses primarily consist of professional service fees, public company costs, charitable contributions and certain depreciation and amortization expense. It also includes compensation expenses, including stock-based compensation expenses, for executive, finance, legal and other administrative personnel. (n) Stock Based Compensation All stock based compensation, including stock options and restricted stock units are measured at the grant date fair value of the award. The Company estimates grant date fair value of stock options using the Black-Scholes option-pricing model. The fair value of stock options and restricted stock units is recognized as compensation expense on a straight-line basis over the requisite service period, which is typically four years . The fair value of the restricted stock units is determined using the fair value of the Company's Class A common stock on the date of grant. Forfeitures are recorded in the period in which they occur. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include: expected annual dividend yield; expected volatility over the expected term; expected term; risk free interest rate; per share value of the underlying common stock; and exercise price. For all stock options granted, the Company calculated the expected term using the simplified method for “plain vanilla” stock option awards. The risk-free interest rate is based on the yield available on U.S. Treasury issues similar in duration to the expected term of the stock-based award. As there was no public market for the Company's common stock prior to the IPO, the Company estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock. (k) Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per common share is the same as basic net loss per common share, because all potentially dilutive securities are anti-dilutive. Vested RSUs that have not been settled have been included in the appropriate common share class used to calculate basic net loss per share. Subsequent to the Company's IPO on July 2, 2021, the Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Certain unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock shared proportionately in the Company’s net losses. (p) Reclassifications The Company has reclassified certain amounts on its financial statements related to its prior periods to conform to its current period presentation. These reclassifications have not changed the results of operations of prior periods. (q) Recently Issued Accounting Standards New Accounting Pronouncements Effective in Future Periods In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (“Topic 326”), Measurement of Credit Losses on Financial Instruments . Topic 326 changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. Topic 326 is effective as of January 1, 2023. Early adoption is permitted. The Company is currently evaluating the impact of Topic 326 on its consolidated financial statements and related disclosures. There are currently no other accounting standards that have been issued, but not yet adopted, that are expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows upon adoption. |
Credit Concentrations
Credit Concentrations | 9 Months Ended |
Sep. 30, 2021 | |
Risks And Uncertainties [Abstract] | |
Credit Concentrations | (3) Credit Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains its cash, which at times may exceed federally insured limits, in deposit accounts at major financial institutions. Most of the Company’s customers are located in the United States. For the three and nine months ended September 30, 2021, no one customer accounted for more than 10% of the Company's revenue. For the three and nine months ended September 30, 2020, one customer accounted for more than 10% of the Company's revenue. As of September 30, 2021 and December 31, 2020, no single customer accounted for more than 10% of the Company’s accounts receivable. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | (4) Inventory Inventory consists of raw materials, work-in-process, tools inventory and finished goods. Raw materials (plastics and metals) become manufactured products in the additive and subtractive manufacturing processes. Work in progress represents manufacturing costs associated with customer orders that are not yet complete. The tools inventory primarily consists of small consumable machine tools, cutting devices, etc. Finished goods represents product awaiting shipment. Inventory consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Raw materials $ 136 $ 634 Work-in-progress 891 1,247 Tools inventory 330 312 Finished goods 70 101 Total $ 1,427 $ 2,294 |
Property and Equipment and Long
Property and Equipment and Long-Lived Assets | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment and Long-Lived Assets | (5) Property and Equipment and Long-Lived Assets Property and equipment consist of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Useful Life 2021 2020 Technology hardware 3 years $ 1,899 $ 1,452 Manufacturing equipment 5 years 2,750 2,603 Capitalized software development 3 years 11,972 8,123 Patent 17 years 165 157 Leasehold improvements Shorter of useful 717 717 Furniture and fixtures 7 years 826 675 Total 18,329 13,727 Less accumulated depreciation ( 9,714 ) ( 7,614 ) Property and Equipment, net $ 8,615 $ 6,113 Depreciation expense for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 21 $ 60 $ 70 $ 178 Sales and marketing - 6 11 17 Operations and support 31 46 118 144 Product development 632 474 1,793 1,043 General and administrative 64 86 108 198 Total $ 748 $ 672 $ 2,100 $ 1,580 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | (6) Leases Operating lease expense for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 18 $ 45 $ 72 $ 135 Operations and support 27 - 45 1 General and administrative 278 268 859 801 Total operating lease expense $ 323 $ 313 $ 976 $ 937 During the second quarter of 2021, the Company extended by three years an existing operating lease and entered into a new three year facility operating lease. In connection with these leases, the Company recorded non-cash ROU assets and liabilities of $ 0.9 million. During the third quarter of 2021, the Company extended two existing leases, entered into two new leases and terminated one lease. The new or extended leases has terms ranging between 3-months and 3 years . In connection with these leases, the Company recorded non-cash ROU assets and liabilities of $ 1.3 million. For the one lease that was terminated, the Company derecognized a ROU asset and liability of $ 0.1 million. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock | (7) Common Stock Prior to the Company's IPO on July 2, 2021, holders of common stock were entitled to one vote per share , and receive dividends and, upon liquidation or dissolution, were entitled to receive all assets available for distribution to stockholders. The holders had no preemptive or other subscription rights and there were no redemption or sinking fund provisions with respect to such shares. Common stock was subordinate to the preferred stock with respect to dividend rights, rights upon liquidation, and dissolution of the Company. In connection with the Company's IPO on July 2, 2021, the 8,665,797 shares of common stock outstanding on June 30, 2021 were reclassified to Class A common stock. Of those 8,665,797 shares of common stock, 2,268,846 were exchanged for Class B common stock. On July 2, 2021, the Company amended and restated its certificate of incorporation to provide for two classes of common stock: Class A common stock and Class B common stock. The Company's authorized capital stock consists of 805 million shares, all with a par value of $ 0.000001 per share, of which: 750,000,000 are designated Class A common stock; 5,000,000 are designated Class B common stock; and 50,000,000 are designated preferred stock. Shares of Class A common stock and Class B common stock have the same rights and privileges and rank equally, share ratably and are identical in all respects, including but not limited to dividends and distributions, liquidation rights, change of control transactions, subdivisions and combinations, no preemptive or similar rights, and conversion. Holders of our Class A common stock are entitled to one vote per share on any matter that is submitted to a vote of our stockholders. Holders of our Class B common stock are entitled to 20 votes per share on any matter submitted to a vote of our stockholders. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | (8) Convertible Preferred Stock The Company issued the following series of its preferred stock–Series Seed-1 Convertible Preferred Stock in September 2013, Series Seed-2 Convertible Preferred Stock in July 2014, Series A-1 Convertible Preferred Stock in October 2015, Series A-2 Convertible Preferred Stock in December 2016 and July 2020, Series B Convertible Preferred Stock in June 2017 and July 2020, Series C Convertible Preferred Stock in June 2018 and July 2020, Series D Convertible Preferred Stock in May 2019 and July 2020, Series E Convertible Preferred Stock in July 2020 (collectively referred to as the “Convertible Preferred Stock”). As of December 31, 2020, the numbers of authorized and outstanding shares in the Convertible Preferred Stock, with their total respective liquidation preferences, were as follows (in thousands, except share and per share data): Shares Liquidation Carrying Par Value Authorized Outstanding preference Value Series: Series Seed-1 Convertible Preferred Stock $ 0.000001 4,200,000 4,200,000 $ 4,200 $ 4,200 Series Seed-2 Convertible Preferred Stock $ 0.000001 2,188,322 2,188,322 2,998 2,998 Series A-1 Convertible Preferred Stock $ 0.000001 4,211,094 4,211,094 8,800 8,704 Series A-2 Convertible Preferred Stock $ 0.000001 1,591,230 1,591,230 12,884 12,839 Series B Convertible Preferred Stock $ 0.000001 4,132,055 4,044,271 20,764 20,347 Series C Convertible Preferred Stock $ 0.000001 3,754,201 3,754,201 26,248 26,004 Series D Convertible Preferred Stock $ 0.000001 5,494,064 5,494,064 54,933 54,864 Series E Convertible Preferred Stock $ 0.000001 2,400,000 2,275,759 32,693 30,757 Totals 27,970,966 27,758,941 $ 163,520 $ 160,713 In connection with the Company's IPO on July 2, 2021, 27,758,941 shares of Convertible Preferred Stock were converted to Class A common stock. Of those 27,758,941 shares of Convertible Preferred Stock, 407,308 were exchanged for Class B common stock. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | (9) Stock Based Compensation In 2014, the Company adopted a stock compensation plan (the "2014 Equity Incentive Plan") pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including prospective employees, directors, and consultants). This plan was terminated in February 2016 . No additional awards may be granted under the 2014 Equity Incentive Plan, however, outstanding awards continue in full effect in accordance with their existing terms. In 2016, the Company adopted a stock compensation plan (the “2016 Equity Incentive Plan”) pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including prospective employees, directors, and consultants). No additional awards may be granted under the 2016 Equity Incentive Plan, however, outstanding awards continue in full effect in accordance with their existing terms. In connection with the IPO on July 2, 2021, the Company's board of directors adopted the 2021 Equity Incentive Plan (the "2021 Equity Incentive Plan"). The 2021 Equity Incentive Plan provides for the grant of incentive stock options ("ISOs"), nonstatutory stock options ("NSOs"), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based awards and other awards, or collectively, awards. ISOs may be granted only to Xometry employees, including Xometry officers, and the employees of Xometry affiliates. All other awards may be granted to Xometry employees, including our officers, Xometry non-employee directors and consultants and the employees and consultants of Xometry affiliates. The maximum number of shares of common stock that may be issued under the Company's 2021 Plan is 4,026,588 shares. As of September 30, 2021, there were 3,919,219 shares available for the Company to grant under the 2021 Equity Incentive Plan. As of December 31, 2020, there were 203,535 shares available for the Company to grant under the 2016 Equity Incentive Plan. Stock Options Prior to the Company's IPO on July 2, 2021, the fair value of the Company’s common stock was estimated by management as there was no public market for the Company’s common stock. Xometry’s market-based methodology considered a number of objective and subjective factors including third-party valuations of its common stock, the valuation of comparable companies, sales of the Company’s convertible preferred stock to outside investors in arms-length transactions, the Company’s operating and financial performance, the lack of marketability, and general and industry specific economic outlook, amongst others. The weighted average assumptions for the nine months ended September 30, 2021 and September 30, 2020 are provided in the following table. September 30, September 30, 2021 2020 Valuation assumptions: Expected dividend yield — — Expected volatility 53 % 47 % Expected term (years) 6.0 6.0 Risk-free interest rate 1.1 % 0.7 % Fair value of share $ 26.96 $ 3.83 A summary of the status of the Company’s stock option activity and the changes during the nine months ended September 30, 2021 are as follows (in millions, except share and per share amounts): Number of Weighted Average Aggregate Exercisable at December 31, 2020 1,193,301 $ 2.14 7.2 $ 2.8 Balance at December 31, 2020 3,152,774 $ 2.97 8.3 $ 4.7 Granted 1,393,431 $ 12.24 10.0 Exercised ( 949,759 ) $ 1.94 6.5 Forfeited ( 109,506 ) $ 6.62 — Expired ( 8,825 ) $ 2.61 — Balance at September 30, 2021 3,478,115 $ 6.85 8.6 $ 176.8 Exercisable at September 30, 2021 947,409 $ 3.23 7.6 $ 51.6 In April 2021, the Company granted stock options to purchase up to 1.3 million shares of our common stock at an exercise price of $ 12.32 per share which generally vest over a requisite service period of four years . In the second quarter of 2021, the Company assessed the fair value of the Company's April 2021 stock option grant, giving consideration to the Company's initial public offering price of $ 44.00 per share. The Company assumed a $ 28.00 per share fair value, which was based on a 30 % discount from the midpoint of our initial price range, in order to determine the appropriate stock-based compensation expense for financial reporting purposes. The Company estimated that the fair value of the April 2021 grants approximated $ 25.6 million which is being recognized over 4 years from the grant date. The weighted average grant date fair value of options granted during the nine months ended September 30, 2021 was $ 18.73 . The total intrinsic value of options exercised during the nine months ended September 30, 2021 was $ 26.4 million. At September 30, 2021, there was approximately $ 23.9 million of total unrecognized compensation cost related to unvested stock options granted under the 2016 Equity Incentive Plan. That cost is expected to be recognized over a weighted average period of 3.4 years at September 30, 2021. The Company currently uses authorized and unissued shares to satisfy share award exercises. Restricted Stock Units A summary of the status of the Company’s restricted stock unit activity and the changes during the nine months ended September 30, 2021 are as follows (in millions, except share and per share amounts): Number of Weighted Aggregate Unvested RSUs as of December 31, 2020 - $ - $ - Granted 107,648 $ 75.32 Vested ( 615 ) $ 76.10 Forfeited and cancelled ( 279 ) $ 76.10 Unvested RSUs as of September 30, 2021 106,754 $ 75.31 $ 6.2 At September 30, 2021, there was approximately $ 7.8 million of total unrecognized compensation cost related to unvested restricted stock units granted under the 2021 Equity Incentive Plan. That cost is expected to be recognized over a weighted average period of 3.8 years at September 30, 2021. Total stock-based compensation cost for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sales and marketing $ 335 $ 46 $ 690 $ 106 Operations and support 670 75 1,364 175 Product development 488 109 979 253 General and administrative 773 63 1,714 145 Total stock compensation expense $ 2,266 $ 293 $ 4,747 $ 679 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (10) Income Taxes A full valuation allowance has been established against our net U.S. federal and state deferred tax assets and foreign deferred tax assets, including net operating loss carryforwards. The Company had no current or deferred income tax benefit or expense in the U.S. or Germany for the three and nine months ended September 30, 2021 and 2020. This effective tax rate of 0 % differs from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, and increases in the valuation allowance against deferred tax assets. Net Operating Loss and Credit Carryforwards As of December 31, 2020, the Company has net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes, and similar state amounts, of approximately $ 90.1 million available to reduce future income subject to income taxes before limitations. As of December 31, 2020, the Company had a net operating loss carryforward for tax purposes related to its foreign subsidiary of $ 10.2 million. U.S. federal net operating carryforwards generated prior to 2018 in the approximate amount of $ 26.6 million will begin to expire, if no t utilized, in 2033. German net operating loss and U.S. federal net operating losses post 2017 have an indefinite life. The Company expects the $ 90.1 million of U.S. federal net operating losses to be available to offset future taxable income. The Company has not completed an updated Section 382 study to assess whether an ownership change occurred subsequent to our IPO on July 2, 2021. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of our net operating loss carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | (11) Net Loss Per Share Attributable to Common Stockholders The Company computes net loss per share of Class A common stock, Class B common stock and participating securities using the two-class method. Basic and diluted EPS are the same for each class of common stock and participating securities because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss $ ( 14,711 ) $ ( 6,183 ) $ ( 37,476 ) $ ( 20,909 ) Deemed dividend to preferred stockholders — ( 8,801 ) — ( 8,801 ) Net loss attributable to common stockholders $ ( 14,711 ) $ ( 14,984 ) $ ( 37,476 ) $ ( 29,710 ) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 43,962,863 7,546,458 20,092,600 7,458,671 Net loss per share, basic and diluted $ ( 0.33 ) $ ( 1.99 ) $ ( 1.87 ) $ ( 3.98 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the occurrence of an event: As of September 30, As of September 30, 2021 2020 Stock options outstanding 3,478,115 3,122,261 Unvested restricted stock units 106,754 — Warrants outstanding 112,026 112,026 Shares reserved for charitable contribution 382,525 — Total shares 4,079,420 3,234,287 |
Debt Commitments and Contingenc
Debt Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt Commitments and Contingencies | (12) Debt Commitments and Contingencies The Company was party to an amended and restated loan and security agreement ("Amended Loan and Security Agreement") with Hercules Capital, Inc. (“Hercules”) for a term loan ("the Term Loan Facility"). Under the Amended Loan and Security Agreement, effective January 30, 2020, the Company could borrow up to $ 15 million under the Term Loan Facility, all of which became available to the Company immediately on the agreement date. On July 9, 2021, the Company repaid the full amount of its term loan with Hercules with proceeds from the IPO (see Note 1). In connection with the debt extinguishment, the Company paid Hercules $ 16.2 million and recorded a loss on debt extinguishment of approximately $ 0.3 million. Prior to its repayment, the term loan accrued interest at the greater of (i) 8.7 % per annum or (ii) 8.7 % per annum plus the prime rate minus 4.75 % per annum. The term loan agreement required a maximum $ 1.2 million end of term fee due and payable on the maturity date of May 1, 2022 , however, if the term loan was repaid prior to November 1, 2021, the amount owed would be $ 0.9 million. As of December 31, 2020, the Company owed $ 15.8 million on this term loan, including principal borrowings and accrued end of term fee. As part of the initial term loan agreement with Hercules, the Company issued a warrant to purchase 87,784 shares of the Company’s Series B Convertible Preferred Stock with a strike price of $ 5.13 per share that expires in May 2025 . Upon closing of the IPO on July 2, 2021, the warrant held by Hercules may only be exercised for shares of Class A common stock. The Term Loan Facility contained customary affirmative and negative covenants, including covenants that required Hercules consent to, among other things, merge or consolidate or acquire assets outside the ordinary course of business, make investments, incur additional indebtedness or guarantee indebtedness of others, pay dividends and redeem and repurchase the Company’s capital stock, enter into transactions with affiliates outside the ordinary course of business, and create liens on Company assets. Xometry was in compliance with covenants at the time the term loan was repaid and as of December 31, 2020. Contingencies The Company from time to time may be subject to various claims and legal proceedings covering a range of matters that arise in the ordinary course of its business activities. In the opinion of the Company, although the outcome of any legal proceedings cannot be predicted with certainty, the ultimate liability of the Company in connection with its legal proceedings is not expected to have a material adverse effect on the Company’s financial position or operations. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segments | (13) Segments Xometry is organized in two segments referred to as: (1) the U.S. and (2) Europe. Xometry’s operating segments are also the Company’s reportable segments. Xometry’s reportable segments, whose products and offerings are generally the same, are managed separately based on geography. Xometry’s two segments are defined based on the reporting and review process used by the chief operating decision maker (“CODM”), the Chief Executive Officer. The Company evaluates the performance of the operating segments primarily based on revenue and segment “profits/loss” which is largely the results of the segment before income taxes. The Company has not allocated certain general and administrative expenses to the Europe segment. The Company’s CODM monitors assets of the consolidated Company, but does not use assets, by operating segment when assessing performance or making operating segment resource decisions. The following tables reflect certain segment information for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue U.S. $ 51,739 $ 41,145 $ 140,266 $ 101,537 Europe 4,988 808 10,972 1,888 Total $ 56,727 $ 41,953 $ 151,238 $ 103,425 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Segment Losses U.S. $ ( 12,550 ) $ ( 4,101 ) $ ( 30,152 ) $ ( 16,092 ) Europe ( 2,161 ) ( 2,082 ) ( 7,324 ) ( 4,817 ) Total $ ( 14,711 ) $ ( 6,183 ) $ ( 37,476 ) $ ( 20,909 ) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (14) Related Party Transactions Prior the Company's IPO on July 2, 2021, certain companies and/or affiliates of companies that were holders of the Company’s Convertible Preferred Stock acquired products and assemblies through the Xometry platform. These Convertible Preferred Stock converted to Class A common stock on July 2, 2021. As such, Xometry’s revenue, accounts receivable, and accounts payable include amounts from these companies and/or affiliates of these companies. For the nine months ended September 30, 2021, Xometry recognized $ 0.7 million from companies/and or affiliates of these companies. For the three months and nine months ended September 30, 2020, Xometry recognized revenue of approximately $ 0.2 million and $ 1.1 million, respectively from companies/and or affiliates of these companies. As December 31, 2020, the Company had approximately $ 0.4 million of accounts receivable from companies and/or affiliates of these companies. Certain companies and/or affiliates of companies that were holders of the Company’s Convertible Preferred Stock were no longer considered related parties after the IPO. In February 2018, the Company entered into a consulting agreement with Business Improvement Systems, Inc., which is owned by Peter Goguen. Peter Goguen is Xometry’s Chief Operating Officer. Pursuant to the terms of this agreement, the Company paid Business Improvement Systems, Inc. a monthly consulting fee in the amount of $ 11,667 . Business Improvement Systems, Inc. ("BIS") provided the Company with consulting services related to operating services. This agreement was terminated as of January 31, 2021. For the three months ended September 30, 2021, no amounts were paid to BIS. For the three months ended September 30, 2020, the Company paid BIS, approximately $ 0.1 million. As of September 30, 2021, the Company had no amounts payable to BIS. As of December 31, 2020, the Company had $ 0.1 million payable to BIS. For the nine months ended September 30, 2021 and 2020, the Company paid BIS, approximately $ 0.2 million and $ 0.2 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | (15) Goodwill and Intangible Assets The following tables summarize the Company’s intangible assets (dollars in thousands): September 30, 2021 Weighted Gross Accumulated Net Intangible Assets Amortizing intangible assets: Non Compete 2 $ 106 $ 106 $ — Customer Relationships 1 539 520 19 Trade Names 6 173 141 32 Developed Technology 3 762 558 204 Vendor Relationships 15 1,404 204 1,200 Total intangible assets $ 2,984 $ 1,529 $ 1,455 December 31, 2020 Weighted Gross Accumulated Net Intangible Assets Amortizing intangible assets: Non Compete 2 $ 106 $ 106 $ — Customer Relationships 1 539 512 27 Trade Names 6 173 141 32 Developed Technology 3 762 438 324 Vendor Relationships 15 1,404 135 1,269 Total intangible assets $ 2,984 $ 1,332 $ 1,652 As of September 30, 2021 and December 31, 2020, Xometry’s goodwill of $ 0.8 million is part of the Company's U.S. operating segment. As of September 30, 2021, estimated amortization expense for the remainder of 2021 and next five years is: $ 0.1 million in 2021, $ 0.3 million in 2022, $ 0.1 million in 2023, $ 0.1 million in 2024, $ 0.1 million in 2025 and $ 0.1 million in 2026. Amortization expense for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sales and marketing $ 26 $ 155 $ 77 $ 491 Product development 40 40 120 177 General and administrative 2 2 7 8 Total $ 68 $ 197 $ 204 $ 676 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | (16) Subsequent Events On November 1, 2021, the Company acquired certain assets and liabilities from Big Blue Saw LLC ("Big Blue Saw"), subject to an Asset Purchase Agreement for total consideration of $ 2.5 million. The total consideration includes cash consideration at closing of $ 1.25 million, $ 250,000 of Class A common stock at closing and contingent consideration of $ 1.0 million. Big Blue Saw extends our marketplace capabilities in water jet and laser cutting. On November 5, 2021, the Company acquired certain assets and liabilities from Fusiform, Inc. (dba FactoryFour), subject to an Asset Purchase Agreement for total consideration of $ 6.3 million. The total consideration includes cash consideration at closing of $ 1.9 million, $ 1.9 million of Class A common stock at closing and contingent consideration of $ 2.5 million. FactoryFour will provide a SaaS based solution to help manufacturers in the Xometry marketplace improve lead times and make strong, data-driven decisions through real-time production tracking. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's final Prospectus on Form 424(b)(4) filed with the SEC on July 1, 2021 (“Final Prospectus”). The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but may not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, stockholders' equity (deficit) and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2021 or any future period. The Company has two reporting segments which are referred to as: (1) the United States (“U.S.”) and (2) Europe. Foreign Operations and Comprehensive Loss The U.S. dollar (“USD”) is the functional currency for Xometry’s consolidated subsidiary operating in the U.S. The functional currency for the Company’s consolidated subsidiary operating in Germany is the Euro (“EUR”). For the Company’s consolidated subsidiary whose functional currency is not the USD, the Company translates their financial statements into USD. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive income (loss) (“AOCI”), as a separate component of equity. |
Use of Estimates | (b) Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Fair Value Measurements and Financial Instruments | (c) Fair Value Measurements and Financial Instruments The carrying amounts of certain of the Company’s financial instruments, which include cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and contract liabilities approximate their fair values due to their short maturities. The Company's marketable securities are recorded at fair value. |
Marketable Securities | (d) Marketable Securities The Company measures its marketable securities at fair value and recognizes any changes in fair value in net loss. In August 2021, we invested approximately $ 266.6 million of proceeds from our IPO in marketable securities. We consider our marketable securities as available for use in current operations, and therefore classify these securities as current assets on the Condensed Consolidated Balance Sheets. As of September 30, 2021, the Company's marketable securities of $ 266.7 million were recorded at fair value, within Level 1 of the fair value hierarchy. The fair value of the Company’s Level 1 financial instruments is based on quoted prices in active markets, total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs, discounts or blockage factors. During the third quarter of 2021, the Company recorded an unrealized loss of $ 0.2 million related to these securities. |
Accounts Receivable | (e) Accounts Receivable Accounts receivable are stated at the amount the Company expects to collect from outstanding balances. For customers for which Xometry provides credit, the Company performs credit inquiries, including references checks, and query credit ratings services and other publicly available information. Amounts collected on accounts receivable are included in net cash provided by operating activities in the statements of cash flows. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its experience and judgment. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. |
Property and Equipment and Long-Lived Assets | (f) Property and Equipment and Long-Lived Assets Property and equipment are stated at cost. Equipment under finance leases is stated at the present value of minimum lease payments. Depreciation is calculated on the straight-line method over the estimated useful life of the assets, which range from three to seven years , or in the case of leasehold improvements, over the shorter of the remaining lease term or the useful life of the asset. Property and equipment and intangibles assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Property and equipment includes capitalized internal-use software development costs. Eligible internal-use software development costs are capitalized subsequent to the completion of the preliminary project stage. Such costs include internal and external direct development costs totaling $ 3.9 million for the nine months ended September 30, 2021 and $ 3.6 million for the year ended December 31, 2020. After all substantial testing and deployment is completed and the software is ready for its intended use, capitalization is discontinued and the internal-use software costs are placed in service and amortized using the straight-line method over the estimated useful life of the software, generally three years. |
Revenue | (g) Revenue The Company derives substantially all of its revenue in the U.S. and Europe from the sale of parts and assemblies fulfilled using a vast network of sellers. The Company recognizes revenue from the sales to our buyers pursuant to Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company determines that a contract exists between the Company and the customer when the customer accepts the quote and places the order, all of which are governed by the Company’s standard terms and conditions or other agreed terms with Xometry’s customers. Upon completion of an order through Xometry’s platform, the Company identifies the performance obligation(s) within that order to complete the sale of the manufactured part(s) or assembly. Using Xometry’s in-house technology, the Company determines the price for the manufactured part(s) or assembly on a stand-alone basis at order initiation. The Company recognizes revenue from sales to Xometry customers upon shipment, at which point control over the part(s) or assembly have transferred. We have concluded that the Company is principal in the sale of part(s) and assemblies that use the Company’s network of third-party manufacturers because the Company controls the manufacturing by obtaining a right to direct a third-party manufacturer to fulfill the performance obligation Xometry has with the buyer on Xometry’s behalf. The Company has considered the following conditions of the sale: (i) the Company has the obligation of providing the specified product to the customer, (ii) the Company has discretion with respect to establishing the price of the product and the price the Company pays the sellers and the Company has margin risk on all of Xometry’s sales, (iii) the Company has discretion in determining how to fulfill each order, including selecting the seller and (iv) Xometry bears certain risk for product quality to the extent the buyer is not satisfied with the final product. Revenue is shown net of estimated returns, refunds, and allowances. As of September 30, 2021 and December 31, 2020, the Company has a $ 0.1 million provision for estimated returns, refunds or allowances. Sales tax collected from customers and remitted to governmental authorities is excluded from revenue. Contract Liabilities Contract liabilities are primarily derived from customer credit card payments received at the time an order is placed, for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. The following table is a summary of the contract liabilities as of December 31, 2020 and September 30, 2021 (in thousands): Rollforward of contract liabilities: Contract liabilities at December 31, 2020 $ 2,355 Revenue recognized ( 59,033 ) Payments received in advance 60,057 Contract liabilities at September 30, 2021 $ 3,379 During the period ended September 30, 2021, the Company recognized $ 2.4 million of revenue related to its contract liabilities at December 31, 2020. Sales Contract Acquisition Costs The Company’s incremental costs to obtain a contract may include a sales commission which is generally determined on a per order basis. The Company expenses sales commissions when earned, given the short period until the fulfillment of customer orders. The Company elected the practical expedient, allowed under Topic 606, to expense costs to obtain a contract as incurred when the amortization period would have been one year or less. Sales commissions Xometry pays are included in Xometry’s sales and marketing expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Cost of Revenue | (h) Cost of Revenue Cost of revenue primarily consists of the cost of the products that are manufactured by the Company’s sellers for delivery to buyers on Xometry’s platform, internal production costs, shipping costs and certain internal depreciation. |
Leases | (i) Leases On January 1, 2019, the Company adopted ASC Topic 842, Leases. This standard provided several optional practical expedients for use in transition. The Company elected to use what the FASB deemed the “package of practical expedients,” which allowed the Company not to reassess the Company’s previous conclusions about lease identification, lease classification and the accounting treatment for initial direct costs. The standard also provided several optional practical expedients for the ongoing accounting for leases. The Company elected the short-term lease recognition exemption for all leases that qualify, meaning that for leases with terms of twelve months or less, the Company will not recognize right-of-use ("ROU") assets or lease liabilities on the Condensed Consolidated Balance Sheets. Additionally, the Company elected to use the practical expedient to not separate lease and non-lease components for leases of real estate, meaning that for these leases, the non-lease components are included in the associated ROU asset and lease liability balances on the Company’s Condensed Consolidated Balance Sheets. The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. Operating leases are included in operating lease ROU assets, operating lease liabilities and operating lease liabilities (net of current portion) in the Condensed Consolidated Balance Sheets. The Company has finance leases as detailed in the Long-Lived Assets section above. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s operating leases is generally not determinable, as such the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. |
Sales and Marketing | (j) Sales and Marketing Sales and marketing expenses are expensed as incurred and include the costs of digital marketing strategies, branding costs and other advertising costs, certain depreciation and amortization expense, and compensation expenses, including stock-based compensation, to the Company’s sales and marketing employees. For the three and nine months ended September 30, 2021 and 2020, the Company’s advertising costs were $ 5.5 million and $ 3.3 million, respectively and $ 14.4 million and $ 8.4 million, respectively. |
Operations and Support | (k) Operations and Support Operations and support expenses are the costs the Company incurs in support of the customers and sellers on Xometry’s platform which are provided by phone, email and chat for purposes of resolving customer and seller related matters. These costs primarily consist of compensation expenses of the support staff, including stock-based compensation, certain depreciation and amortization expense and software costs used in delivering customer and seller service. |
Product Development | (l) Product Development Product development costs which are not eligible for capitalization are expensed as incurred. This account also includes compensation expenses, including stock-based compensation to the Company’s employees performing these functions and certain depreciation and amortization expense. |
General and Administrative | (m) General and Administrative General and administrative expenses primarily consist of professional service fees, public company costs, charitable contributions and certain depreciation and amortization expense. It also includes compensation expenses, including stock-based compensation expenses, for executive, finance, legal and other administrative personnel. |
Stock Based Compensation | (n) Stock Based Compensation All stock based compensation, including stock options and restricted stock units are measured at the grant date fair value of the award. The Company estimates grant date fair value of stock options using the Black-Scholes option-pricing model. The fair value of stock options and restricted stock units is recognized as compensation expense on a straight-line basis over the requisite service period, which is typically four years . The fair value of the restricted stock units is determined using the fair value of the Company's Class A common stock on the date of grant. Forfeitures are recorded in the period in which they occur. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include: expected annual dividend yield; expected volatility over the expected term; expected term; risk free interest rate; per share value of the underlying common stock; and exercise price. For all stock options granted, the Company calculated the expected term using the simplified method for “plain vanilla” stock option awards. The risk-free interest rate is based on the yield available on U.S. Treasury issues similar in duration to the expected term of the stock-based award. As there was no public market for the Company's common stock prior to the IPO, the Company estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock. |
Net Loss Per Share | (k) Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per common share is the same as basic net loss per common share, because all potentially dilutive securities are anti-dilutive. Vested RSUs that have not been settled have been included in the appropriate common share class used to calculate basic net loss per share. Subsequent to the Company's IPO on July 2, 2021, the Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Certain unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock shared proportionately in the Company’s net losses. |
Reclassifications | (p) Reclassifications The Company has reclassified certain amounts on its financial statements related to its prior periods to conform to its current period presentation. These reclassifications have not changed the results of operations of prior periods. |
Recently Issued Accounting Standards | (q) Recently Issued Accounting Standards New Accounting Pronouncements Effective in Future Periods In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (“Topic 326”), Measurement of Credit Losses on Financial Instruments . Topic 326 changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. Topic 326 is effective as of January 1, 2023. Early adoption is permitted. The Company is currently evaluating the impact of Topic 326 on its consolidated financial statements and related disclosures. There are currently no other accounting standards that have been issued, but not yet adopted, that are expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows upon adoption. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Contract Liabilities | The following table is a summary of the contract liabilities as of December 31, 2020 and September 30, 2021 (in thousands): Rollforward of contract liabilities: Contract liabilities at December 31, 2020 $ 2,355 Revenue recognized ( 59,033 ) Payments received in advance 60,057 Contract liabilities at September 30, 2021 $ 3,379 During the period ended September 30, 2021, the Company recognized $ 2.4 million of revenue related to its contract liabilities at December 31, 2020. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | Inventory consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Raw materials $ 136 $ 634 Work-in-progress 891 1,247 Tools inventory 330 312 Finished goods 70 101 Total $ 1,427 $ 2,294 |
Property and Equipment and Lo_2
Property and Equipment and Long-Lived Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Components of Property and Equipment | Property and equipment consist of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Useful Life 2021 2020 Technology hardware 3 years $ 1,899 $ 1,452 Manufacturing equipment 5 years 2,750 2,603 Capitalized software development 3 years 11,972 8,123 Patent 17 years 165 157 Leasehold improvements Shorter of useful 717 717 Furniture and fixtures 7 years 826 675 Total 18,329 13,727 Less accumulated depreciation ( 9,714 ) ( 7,614 ) Property and Equipment, net $ 8,615 $ 6,113 |
Summary of Depreciation Expense | Depreciation expense for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 21 $ 60 $ 70 $ 178 Sales and marketing - 6 11 17 Operations and support 31 46 118 144 Product development 632 474 1,793 1,043 General and administrative 64 86 108 198 Total $ 748 $ 672 $ 2,100 $ 1,580 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Expense | Operating lease expense for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 18 $ 45 $ 72 $ 135 Operations and support 27 - 45 1 General and administrative 278 268 859 801 Total operating lease expense $ 323 $ 313 $ 976 $ 937 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Numbers of Authorized and Outstanding Shares of Convertible Preferred Stock | As of December 31, 2020, the numbers of authorized and outstanding shares in the Convertible Preferred Stock, with their total respective liquidation preferences, were as follows (in thousands, except share and per share data): Shares Liquidation Carrying Par Value Authorized Outstanding preference Value Series: Series Seed-1 Convertible Preferred Stock $ 0.000001 4,200,000 4,200,000 $ 4,200 $ 4,200 Series Seed-2 Convertible Preferred Stock $ 0.000001 2,188,322 2,188,322 2,998 2,998 Series A-1 Convertible Preferred Stock $ 0.000001 4,211,094 4,211,094 8,800 8,704 Series A-2 Convertible Preferred Stock $ 0.000001 1,591,230 1,591,230 12,884 12,839 Series B Convertible Preferred Stock $ 0.000001 4,132,055 4,044,271 20,764 20,347 Series C Convertible Preferred Stock $ 0.000001 3,754,201 3,754,201 26,248 26,004 Series D Convertible Preferred Stock $ 0.000001 5,494,064 5,494,064 54,933 54,864 Series E Convertible Preferred Stock $ 0.000001 2,400,000 2,275,759 32,693 30,757 Totals 27,970,966 27,758,941 $ 163,520 $ 160,713 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Weighted Average Assumptions | The weighted average assumptions for the nine months ended September 30, 2021 and September 30, 2020 are provided in the following table. September 30, September 30, 2021 2020 Valuation assumptions: Expected dividend yield — — Expected volatility 53 % 47 % Expected term (years) 6.0 6.0 Risk-free interest rate 1.1 % 0.7 % Fair value of share $ 26.96 $ 3.83 |
Summary of Stock Option Activity | A summary of the status of the Company’s stock option activity and the changes during the nine months ended September 30, 2021 are as follows (in millions, except share and per share amounts): Number of Weighted Average Aggregate Exercisable at December 31, 2020 1,193,301 $ 2.14 7.2 $ 2.8 Balance at December 31, 2020 3,152,774 $ 2.97 8.3 $ 4.7 Granted 1,393,431 $ 12.24 10.0 Exercised ( 949,759 ) $ 1.94 6.5 Forfeited ( 109,506 ) $ 6.62 — Expired ( 8,825 ) $ 2.61 — Balance at September 30, 2021 3,478,115 $ 6.85 8.6 $ 176.8 Exercisable at September 30, 2021 947,409 $ 3.23 7.6 $ 51.6 |
Summary of Restricted Stock Unit Activity | A summary of the status of the Company’s restricted stock unit activity and the changes during the nine months ended September 30, 2021 are as follows (in millions, except share and per share amounts): Number of Weighted Aggregate Unvested RSUs as of December 31, 2020 - $ - $ - Granted 107,648 $ 75.32 Vested ( 615 ) $ 76.10 Forfeited and cancelled ( 279 ) $ 76.10 Unvested RSUs as of September 30, 2021 106,754 $ 75.31 $ 6.2 |
Schedule of Total Stock-based Compensation Costs | Total stock-based compensation cost for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sales and marketing $ 335 $ 46 $ 690 $ 106 Operations and support 670 75 1,364 175 Product development 488 109 979 253 General and administrative 773 63 1,714 145 Total stock compensation expense $ 2,266 $ 293 $ 4,747 $ 679 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss $ ( 14,711 ) $ ( 6,183 ) $ ( 37,476 ) $ ( 20,909 ) Deemed dividend to preferred stockholders — ( 8,801 ) — ( 8,801 ) Net loss attributable to common stockholders $ ( 14,711 ) $ ( 14,984 ) $ ( 37,476 ) $ ( 29,710 ) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 43,962,863 7,546,458 20,092,600 7,458,671 Net loss per share, basic and diluted $ ( 0.33 ) $ ( 1.99 ) $ ( 1.87 ) $ ( 3.98 ) |
Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the occurrence of an event: As of September 30, As of September 30, 2021 2020 Stock options outstanding 3,478,115 3,122,261 Unvested restricted stock units 106,754 — Warrants outstanding 112,026 112,026 Shares reserved for charitable contribution 382,525 — Total shares 4,079,420 3,234,287 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following tables reflect certain segment information for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue U.S. $ 51,739 $ 41,145 $ 140,266 $ 101,537 Europe 4,988 808 10,972 1,888 Total $ 56,727 $ 41,953 $ 151,238 $ 103,425 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Segment Losses U.S. $ ( 12,550 ) $ ( 4,101 ) $ ( 30,152 ) $ ( 16,092 ) Europe ( 2,161 ) ( 2,082 ) ( 7,324 ) ( 4,817 ) Total $ ( 14,711 ) $ ( 6,183 ) $ ( 37,476 ) $ ( 20,909 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following tables summarize the Company’s intangible assets (dollars in thousands): September 30, 2021 Weighted Gross Accumulated Net Intangible Assets Amortizing intangible assets: Non Compete 2 $ 106 $ 106 $ — Customer Relationships 1 539 520 19 Trade Names 6 173 141 32 Developed Technology 3 762 558 204 Vendor Relationships 15 1,404 204 1,200 Total intangible assets $ 2,984 $ 1,529 $ 1,455 December 31, 2020 Weighted Gross Accumulated Net Intangible Assets Amortizing intangible assets: Non Compete 2 $ 106 $ 106 $ — Customer Relationships 1 539 512 27 Trade Names 6 173 141 32 Developed Technology 3 762 438 324 Vendor Relationships 15 1,404 135 1,269 Total intangible assets $ 2,984 $ 1,332 $ 1,652 |
Schedule of Amortization Expense | Amortization expense for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sales and marketing $ 26 $ 155 $ 77 $ 491 Product development 40 40 120 177 General and administrative 2 2 7 8 Total $ 68 $ 197 $ 204 $ 676 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Entity month and year of incorporation | 2013-05 | |||
Other offering costs | $ 3,995 | $ 3,995 | ||
Common stock share outstanding | 0 | 0 | 7,755,782 | |
Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Donated common stock, shares | 20,133 | 20,133 | ||
Donated common stock | $ 1,200 | |||
Common stock share outstanding | 41,714,711 | 41,714,711 | 0 | |
Common stock shares reserved of fully diluted capitalization | 402,658 | |||
Percentage of fully diluted capitalization for charitable contributions to non-profit organization | 1.00% | |||
Maximum percentage of shares issued over next five years of initial reserve amount per year | 20.00% | |||
Class B Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock share outstanding | 2,676,154 | 2,676,154 | 0 | |
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued and sold | 7,906,250 | |||
Offering price per share | $ 44 | |||
Net proceeds after deducting underwriting discounts and commissions | $ 325,300 | |||
Underwriting discounts and commissions | 22,600 | |||
Other offering costs | $ 4,000 | |||
IPO | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued and sold | 7,906,250 | 7,906,250 | ||
Common stock share outstanding | 8,665,797 | |||
Outstanding convertible preferred stock were converted into Class A common stock | 27,758,941 | |||
IPO | Class B Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class A Common stock shares exchanged into class B common stock | 2,676,154 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 31, 2021USD ($) | Apr. 30, 2021 | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |||||||
Number of reportable segments | Segment | 2 | ||||||
Proceeds from IPO in marketable securities | $ 266,600 | $ 325,263 | |||||
Marketable securities | $ 266,739 | 266,739 | $ 0 | ||||
Unrealized loss related to marketable securities | 200 | 239 | |||||
Property and equipment includes capitalized internal-use software development costs | 3,900 | 3,600 | |||||
Revenue, net of estimated returns, refunds and allowances | 100 | 100 | 100 | ||||
Contract liabilities | 3,379 | 3,379 | $ 2,355 | ||||
Revenue recognized related to contract liabilities | 2,400 | ||||||
Advertising costs | 5,500 | $ 3,300 | $ 14,400 | $ 8,400 | |||
Requisite service period | 4 years | 4 years | |||||
Level 1 | |||||||
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |||||||
Marketable securities | $ 266,700 | $ 266,700 | |||||
Maximum | |||||||
Property Plant And Equipment [Line Items] | |||||||
Property, plant and equipment, useful life | 7 years | ||||||
Minimum | |||||||
Property Plant And Equipment [Line Items] | |||||||
Property, plant and equipment, useful life | 3 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant accounting Policies - Summary of Contract Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Contract Liabilities, Beginning balance | $ 2,355 |
Revenue recognized | (59,033) |
Payments received in advance | 60,057 |
Contract Liabilities, Ending balance | $ 3,379 |
Credit Concentrations - Additio
Credit Concentrations - Additional Information (Details) - Customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of customer accounted for more than 10% | 0 | 1 | 0 | 1 | |
Accounts Receivable | Credit Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of customer accounted for more than 10% | 0 | 0 |
Inventory - Schedule of Compone
Inventory - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw materials | $ 136 | $ 634 |
Work-in-progress | 891 | 1,247 |
Finished goods | 70 | 101 |
Total | 1,427 | 2,294 |
Tools | ||
Inventory [Line Items] | ||
Total | $ 330 | $ 312 |
Property and Equipment and Lo_3
Property and Equipment and Long-Lived Assets - Summary of Components of Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Total | $ 18,329 | $ 13,727 |
Less accumulated depreciation | (9,714) | (7,614) |
Property and Equipment, net | 8,615 | 6,113 |
Patent | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 165 | 157 |
Property and equipment, Useful life | 17 years | |
Technology Hardware | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 1,899 | 1,452 |
Property and equipment, Useful life | 3 years | |
Manufacturing Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 2,750 | 2,603 |
Property and equipment, Useful life | 5 years | |
Capitalized Software Development | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 11,972 | 8,123 |
Property and equipment, Useful life | 3 years | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 717 | 717 |
Property and equipment, Useful Life | Shorter of usefullife or lease term | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 826 | $ 675 |
Property and equipment, Useful life | 7 years |
Property and Equipment and Lo_4
Property and Equipment and Long-Lived Assets - Summary of Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 748 | $ 672 | $ 2,100 | $ 1,580 |
Cost of Revenue | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | 21 | 60 | 70 | 178 |
Sales and Marketing | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | 6 | 11 | 17 | |
Operations and Support | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | 31 | 46 | 118 | 144 |
Product Development | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | 632 | 474 | 1,793 | 1,043 |
General and Administrative | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 64 | $ 86 | $ 108 | $ 198 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 323 | $ 313 | $ 976 | $ 937 |
Cost of Revenue | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | 18 | 45 | 72 | 135 |
Operations and Support | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | 27 | 45 | 1 | |
General and Administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 278 | $ 268 | $ 859 | $ 801 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021USD ($)Lease | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Extended term of operating lease | 3 years | ||
Operating lease right-of-use lease assets | $ 3,101 | $ 1,922 | |
Operating lease non-cash right-of-use lease assets | 1,300 | ||
Operating lease, liability | $ 1,300 | ||
Number of existing leases extended | Lease | 2 | ||
Number of new leases | Lease | 2 | ||
Number of leases terminated | Lease | 1 | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
New lease term of contract | 3 years | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
New lease term of contract | 3 months | ||
3-Year Lease Facility | |||
Lessee, Lease, Description [Line Items] | |||
New lease term of contract | 3 years | ||
Operating lease right-of-use lease assets | $ 900 | ||
Operating lease, liability | $ 900 | ||
Terminated Lease | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use lease assets | $ 100 | ||
Operating lease, liability | $ 100 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - $ / shares | Jul. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||
Common stock, voting rights | one vote per share | ||
Common stock share outstanding | 0 | 7,755,782 | |
Class A common stock exchanged for Class B common stock | 2,268,846 | ||
Authorized capital stock | 805,000,000 | 0 | 42,000,000 |
Common stock, par value per share | $ 0.000001 | $ 0.000001 | |
Preferred Stock | |||
Class Of Stock [Line Items] | |||
Authorized capital stock | 50,000,000 | ||
Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Common stock, voting rights | one vote per share | ||
Common stock share outstanding | 41,714,711 | 0 | |
Authorized capital stock | 750,000,000 | 750,000,000 | 0 |
Common stock, par value per share | $ 0.000001 | ||
Class B Common Stock | |||
Class Of Stock [Line Items] | |||
Common stock, voting rights | 20 votes per share | ||
Common stock share outstanding | 2,676,154 | 0 | |
Authorized capital stock | 5,000,000 | 5,000,000 | 0 |
Common stock, par value per share | $ 0.000001 | ||
IPO | Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Common stock share outstanding | 8,665,797 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Numbers of Authorized and Outstanding Shares of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||
Shares authorized | 0 | 27,970,966 |
Shares outstanding | 0 | 27,758,941 |
Liquidation preference | $ 163,520 | |
Carrying value | $ 160,713 | |
Convertible Preferred Stock- Seed-1 | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.000001 | |
Shares authorized | 4,200,000 | |
Shares outstanding | 4,200,000 | |
Liquidation preference | $ 4,200 | |
Carrying value | $ 4,200 | |
Convertible Preferred Stock- Seed-2 | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.000001 | |
Shares authorized | 2,188,322 | |
Shares outstanding | 2,188,322 | |
Liquidation preference | $ 2,998 | |
Carrying value | $ 2,998 | |
Convertible Preferred Stock- Series A-1 | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.000001 | |
Shares authorized | 4,211,094 | |
Shares outstanding | 4,211,094 | |
Liquidation preference | $ 8,800 | |
Carrying value | $ 8,704 | |
Convertible Preferred Stock- Series A-2 | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.000001 | |
Shares authorized | 1,591,230 | |
Shares outstanding | 1,591,230 | |
Liquidation preference | $ 12,884 | |
Carrying value | $ 12,839 | |
Convertible Preferred Stock- Series B | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.000001 | |
Shares authorized | 4,132,055 | |
Shares outstanding | 4,044,271 | |
Liquidation preference | $ 20,764 | |
Carrying value | $ 20,347 | |
Convertible Preferred Stock- Series C | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.000001 | |
Shares authorized | 3,754,201 | |
Shares outstanding | 3,754,201 | |
Liquidation preference | $ 26,248 | |
Carrying value | $ 26,004 | |
Convertible Preferred Stock- Series D | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.000001 | |
Shares authorized | 5,494,064 | |
Shares outstanding | 5,494,064 | |
Liquidation preference | $ 54,933 | |
Carrying value | $ 54,864 | |
Convertible Preferred Stock- Series E | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.000001 | |
Shares authorized | 2,400,000 | |
Shares outstanding | 2,275,759 | |
Liquidation preference | $ 32,693 | |
Carrying value | $ 30,757 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - IPO - shares | Jul. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Class A Common Stock | |||
Temporary Equity [Line Items] | |||
Outstanding convertible preferred stock were converted into Class A common stock | 27,758,941 | ||
Conversion of convertible preferred stock, shares exchanged | 27,351,633 | 27,351,633 | |
Class B Common Stock | |||
Temporary Equity [Line Items] | |||
Conversion of convertible preferred stock, shares exchanged | 407,308 | 407,308 | 407,308 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |||
Apr. 30, 2021 | Sep. 30, 2021 | Jul. 02, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value of options granted | $ 18.73 | ||||
Intrinsic value of options exercised | $ 26.4 | ||||
Stock options granted to purchase shares of common stock | 1,393,431 | ||||
Stock options granted exercise price | $ 12.32 | $ 12.24 | |||
Requisite service period | 4 years | 4 years | |||
Initial public offering price per share | $ 44 | ||||
Fair value of share | $ 28 | $ 26.96 | $ 3.83 | ||
Discount from midpoint of initial price range | 30.00% | ||||
Estimated fair value of options granted | $ 25.6 | ||||
Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted to purchase shares of common stock | 1,300,000 | ||||
2016 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for grant | 203,535 | ||||
Unrecognized compensation cost related to unvested stock options granted | $ 23.9 | ||||
Cost is expected to be recognized over weighted average period | 3 years 4 months 24 days | ||||
2021 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for grant | 3,919,219 | ||||
Maximum number of shares of common stock that may issued | 4,026,588 | ||||
2021 Equity Incentive Plan | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Cost is expected to be recognized over weighted average period | 3 years 9 months 18 days | ||||
Total unrecognized compensation cost related to unvested restricted stock units | $ 7.8 | ||||
2014 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Plan termination, month and year | 2016-02 | ||||
Stock options granted to purchase shares of common stock | 0 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Weighted Average Assumptions (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Apr. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected volatility | 53.00% | 47.00% | |
Expected term (years) | 6 years | 6 years | |
Risk-free interest rate | 1.10% | 0.70% | |
Fair value of share | $ 26.96 | $ 3.83 | $ 28 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of Shares, Exercisable | 947,409 | 1,193,301 | |
Number of Shares, Beginning Balance | 3,152,774 | ||
Number of Shares, Granted | 1,393,431 | ||
Number of Shares, Exercised | (949,759) | ||
Number of Shares, Forfeited | (109,506) | ||
Number of Shares, Expired | (8,825) | ||
Number of Shares, Ending Balance | 3,478,115 | 3,152,774 | |
Weighted Average Exercise Price Per Share, Exercisable | $ 3.23 | $ 2.14 | |
Weighted Average Exercise Price Per Share, Beginning Balance | 2.97 | ||
Weighted Average Exercise Price Per Share, Granted | $ 12.32 | 12.24 | |
Weighted Average Exercise Price Per Share, Exercised | 1.94 | ||
Weighted Average Exercise Price Per Share, Forfeited | 6.62 | ||
Weighted Average Exercise Price Per Share, Expired | 2.61 | ||
Weighted Average Exercise Price Per Share, Ending Balance | $ 6.85 | $ 2.97 | |
Average Remaining Contractual Term, Exercisable | 7 years 7 months 6 days | 7 years 2 months 12 days | |
Average Remaining Contractual Term | 8 years 7 months 6 days | 8 years 3 months 18 days | |
Average Remaining Contractual Term, Granted | 10 years | ||
Average Remaining Contractual Term, Exercised | 6 years 6 months | ||
Aggregate Intrinsic Value, Exercisable | $ 51.6 | $ 2.8 | |
Aggregate Intrinsic Value | $ 176.8 | $ 4.7 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Granted | shares | 107,648 |
Number of Shares, Vested | shares | (615) |
Number of Shares, Forfeited and cancelled | shares | (279) |
Number of Shares, Unvested RSUs as of September 30, 2021 | shares | 106,754 |
Weighted Average Grant Date fair value (per share), Granted | $ / shares | $ 75.32 |
Weighted Average Grant Date fair value (per share), Vested | $ / shares | 76.10 |
Weighted Average Grant Date fair value (per share), Forfeited and cancelled | $ / shares | 76.10 |
Weighted Average Grant Date fair value (per share), Unvested RSUs as of September 30, 2021 | $ / shares | $ 75.31 |
Aggregate Intrinsic Value, Unvested RSUs as of September 30, 2021 | $ | $ 6.2 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Total Stock-based Compensation Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock compensation expense | $ 2,266 | $ 293 | $ 4,747 | $ 679 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock compensation expense | 335 | 46 | 690 | 106 |
Operations and Support | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock compensation expense | 670 | 75 | 1,364 | 175 |
Product Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock compensation expense | 488 | 109 | 979 | 253 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock compensation expense | $ 773 | $ 63 | $ 1,714 | $ 145 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||||
Current income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 | |
Deferred income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 | |
Effective tax rate | 0.00% | ||||
Operating loss carryforwards subject to expiration | $ 26,600,000 | ||||
Operating loss carryforwards limitation on use description | Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of our net operating loss carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. | ||||
Federal | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 90,100,000 | ||||
Foreign | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | $ 10,200,000 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (14,711) | $ (6,183) | $ (37,476) | $ (20,909) |
Deemed dividend to preferred stockholders | (8,801) | (8,801) | ||
Net loss attributable to common stockholders | $ (14,711) | $ (14,984) | $ (37,476) | $ (29,710) |
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted | 43,962,863 | 7,546,458 | 20,092,600 | 7,458,671 |
Net loss per share, basic and diluted | $ (0.33) | $ (1.99) | $ (1.87) | $ (3.98) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total shares | 4,079,420 | 3,234,287 |
Stock Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total shares | 3,478,115 | 3,122,261 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total shares | 106,754 | |
Warrants Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total shares | 112,026 | 112,026 |
Shares Reserved for Charitable Contribution | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total shares | 382,525 |
Debt Commitments and Continge_2
Debt Commitments and Contingencies - Additional Information (Details) - USD ($) | Jul. 09, 2021 | Jan. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Line Of Credit Facility [Line Items] | ||||
Short-term debt | $ 15,753,000 | |||
Loss on debt extinguishment | $ (272,000) | |||
Amended and Restated Loan and Security Agreement | Hercules Capital, Inc | Series B Convertible Preferred Stock | ||||
Line Of Credit Facility [Line Items] | ||||
Warrants to purchase shares of Series B Convertible Preferred Stock | 87,784 | |||
Strike price | $ 5.13 | |||
Warrants agreement expiration date | 2025-05 | |||
Amended and Restated Loan and Security Agreement | Hercules Capital, Inc | Term Loan | ||||
Line Of Credit Facility [Line Items] | ||||
Loan agreement maximum borrowing capacity | $ 15,000,000 | |||
Interest rate terms | Prior to its repayment, the term loan accrued interest at the greater of (i) 8.7% per annum or (ii) 8.7% per annum plus the prime rate minus 4.75% per annum. | |||
Interest rate | 8.70% | |||
Maturity date | May 1, 2022 | |||
Short-term debt | $ 15,800,000 | |||
Debt extinguishment amount paid | $ 16,200,000 | |||
Loss on debt extinguishment | $ (300,000) | |||
Amended and Restated Loan and Security Agreement | Hercules Capital, Inc | Term Loan | Prime Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Variable interest rate | 4.75% | |||
Amended and Restated Loan and Security Agreement | Hercules Capital, Inc | Term Loan | Maximum | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate | 8.70% | |||
Debt instrument fee amount | $ 1,200,000 | |||
Amended and Restated Loan and Security Agreement | Hercules Capital, Inc | If Repaid Prior to November 1, 2021 | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument fee amount | $ 900,000 |
Segments - Additional Informati
Segments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segments - Summary of Segment I
Segments - Summary of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 56,727 | $ 41,953 | $ 151,238 | $ 103,425 |
Segment Losses | (14,711) | (6,183) | (37,476) | (20,909) |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 51,739 | 41,145 | 140,266 | 101,537 |
Segment Losses | (12,550) | (4,101) | (30,152) | (16,092) |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,988 | 808 | 10,972 | 1,888 |
Segment Losses | $ (2,161) | $ (2,082) | $ (7,324) | $ (4,817) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related party | $ 200,000 | $ 700,000 | $ 1,100,000 | |||
Accounts receivable from related party | $ 400,000 | |||||
BIS | Consulting Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly consulting fee | $ 11,667 | |||||
Amounts paid to related party | $ 0 | $ 100,000 | 200,000 | $ 200,000 | ||
Amounts payable to related party | $ 0 | $ 0 | $ 100,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,984 | $ 2,984 |
Accumulated amortization | 1,529 | 1,332 |
Net carrying amount | $ 1,455 | $ 1,652 |
Non Compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period in years | 2 years | 2 years |
Gross carrying amount | $ 106 | $ 106 |
Accumulated amortization | $ 106 | $ 106 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period in years | 1 year | 1 year |
Gross carrying amount | $ 539 | $ 539 |
Accumulated amortization | 520 | 512 |
Net carrying amount | $ 19 | $ 27 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period in years | 6 years | 6 years |
Gross carrying amount | $ 173 | $ 173 |
Accumulated amortization | 141 | 141 |
Net carrying amount | $ 32 | $ 32 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period in years | 3 years | 3 years |
Gross carrying amount | $ 762 | $ 762 |
Accumulated amortization | 558 | 438 |
Net carrying amount | $ 204 | $ 324 |
Vendor Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period in years | 15 years | 15 years |
Gross carrying amount | $ 1,404 | $ 1,404 |
Accumulated amortization | 204 | 135 |
Net carrying amount | $ 1,200 | $ 1,269 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets [Line Items] | ||
Goodwill | $ 833 | $ 833 |
Estimated amortization expense remainder of 2021 | 100 | |
Estimated amortization expense 2022 | 300 | |
Estimated amortization expense 2023 | 100 | |
Estimated amortization expense 2024 | 100 | |
Estimated amortization expense 2025 | 100 | |
Estimated amortization expense 2026 | 100 | |
U.S. | ||
Goodwill And Intangible Assets [Line Items] | ||
Goodwill | $ 800 | $ 800 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization Expense | $ 68 | $ 197 | $ 204 | $ 676 |
Sales and Marketing | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization Expense | 26 | 155 | 77 | 491 |
Product Development | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization Expense | 40 | 40 | 120 | 177 |
General and Administrative | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization Expense | $ 2 | $ 2 | $ 7 | $ 8 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - Asset Purchase Agreement - USD ($) | Nov. 05, 2021 | Nov. 01, 2021 |
Big Blue Saw LLC | ||
Subsequent Event [Line Items] | ||
Total consideration | $ 2,500,000 | |
Cash consideration | 1,250,000 | |
Contingent consideration | 1,000,000 | |
Big Blue Saw LLC | Class A Common Stock | ||
Subsequent Event [Line Items] | ||
Stock at closing | $ 250,000 | |
Fusiform, Inc. | ||
Subsequent Event [Line Items] | ||
Total consideration | $ 6,300,000 | |
Cash consideration | 1,900,000 | |
Contingent consideration | 2,500,000 | |
Fusiform, Inc. | Class A Common Stock | ||
Subsequent Event [Line Items] | ||
Stock at closing | $ 1,900,000 |