Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | Markforged Holding Corporation | ||
Entity Current Reporting Status | Yes | ||
Entity Central Index Key | 0001816613 | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Local Phone Number | 496-1805 | ||
Entity File Number | 001-39453 | ||
City Area Code | 866 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, State or Province | MA | ||
Entity Tax Identification Number | 98-1545859 | ||
Entity Address, Address Line One | 480 Pleasant Street | ||
Entity Address, City or Town | Watertown | ||
Entity Address, Postal Zip Code | 02472 | ||
Entity Common Stock, Shares Outstanding | 187,102,821 | ||
Entity Public Float | $ 214.8 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2022 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2021, are incorporated by reference in Part III of this Form 10-K, except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the proxy statement is not deemed to be filed as part of this Annual Report on Form 10-K. | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 238 | ||
Common Class A [Member] | |||
Security Exchange Name | NYSE | ||
Trading Symbol | MKFG | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Warrant [Member] | |||
Security Exchange Name | NYSE | ||
Trading Symbol | MKFG.WS | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, $0.0001 par value |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 288,603 | $ 58,715 |
Accounts receivable, net | 26,777 | 16,601 |
Inventory | 10,377 | 6,553 |
Prepaid expenses | 3,921 | 1,496 |
Other current assets | 511 | 1,373 |
Total current assets | 330,189 | 84,738 |
Property and equipment, net | 6,349 | 4,281 |
Other assets | 776 | 584 |
Total assets | 337,314 | 89,603 |
Current liabilities | ||
Accounts payable | 11,403 | 3,369 |
Accrued expenses | 7,411 | 8,168 |
Deferred revenue | 6,288 | 6,196 |
Other current liabilities | 310 | 300 |
Total current liabilities | 25,412 | 18,033 |
Long-term debt | 0 | 5,022 |
Long-term deferred revenue | 3,742 | 2,905 |
Deferred rent | 1,623 | 1,073 |
Contingent earnout liability | 59,722 | 0 |
Other liabilities | 2,646 | 545 |
Total liabilities | 93,145 | 27,578 |
Commitments and contingencies (Note 14) | ||
Convertible preferred stock (Note 9) | 0 | 137,497 |
Stockholders’ equity (deficit) | ||
Common stock | 19 | 4 |
Additional paid-in capital | 319,859 | 5,538 |
Treasury stock | 0 | (1,450) |
Accumulated deficit | (75,709) | (79,564) |
Total stockholders’ equity (deficit) | 244,169 | (75,472) |
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit) | $ 337,314 | $ 89,603 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 1,000,000,000 | 183,300,000 |
Common stock, Shares issued | 185,993,058 | 39,510,108 |
Treasury stock, Common shares | 0 | 483,479 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Revenue | $ 91,221 | $ 71,851 |
Cost of revenue | 38,368 | 29,921 |
Gross profit | 52,853 | 41,930 |
Operating expenses | ||
Sales and marketing | 35,966 | 22,413 |
Research and development | 32,155 | 17,176 |
General and administrative | 45,772 | 20,080 |
Total operating expenses | 113,893 | 59,669 |
Loss from operations | (61,040) | (17,739) |
Change in fair value of warrant liabilities | 1,808 | (175) |
Change in fair value of contingent earnout liability | 63,407 | 0 |
Other expense | (265) | (9) |
Interest expense | (16) | (98) |
Interest income | 17 | 147 |
Profit (loss) before income taxes | 3,911 | (17,874) |
Income tax (benefit) expense | 56 | 111 |
Net profit (loss) and comprehensive income (loss) | 3,855 | (17,985) |
Deemed dividend - redemption of common stock | 0 | (826) |
Net income (loss) attributable to common stockholders | $ 3,855 | $ (18,811) |
Weighted average shares outstanding - basic | 108,088,115 | 38,336,659 |
Weighted average shares outstanding - diluted | 113,963,424 | 38,336,659 |
Net profit (loss) per share - basic | $ 0.04 | $ (0.49) |
Net profit (loss) per share - diluted | $ 0.03 | $ (0.49) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock [Member] | Common Stock [Member] | Preferred Stock [Member]Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Note Receivable [Member] | Accumulated Deficit [Member] | Total [Member] |
Beginning Balance at Dec. 31, 2019 | $ (60,361) | $ 4 | $ 136,797 | $ 2,008 | $ (624) | $ (170) | $ (61,579) | $ 76,436 | |
Beginning Balance, Shares at Dec. 31, 2019 | 107,452,541 | 37,385,121 | 233,007 | ||||||
Exercise of common stock options | 1,131 | 961 | 170 | 1,131 | |||||
Exercise of common stock options, Shares | 2,124,987 | ||||||||
Stock-based compensation expense | 2,569 | 2,569 | 2,569 | ||||||
Exercise of Series D warrants | $ 700 | 700 | |||||||
Exercise of Series D warrants, Shares | 140,260 | ||||||||
Repurchase of common stock upon reverse recapitalization | (826) | $ (826) | (826) | ||||||
Repurchase of common stock upon reverse recapitalization, Shares | 250,472 | ||||||||
Net profit (loss) and comprehensive income (loss) | (17,985) | (17,985) | (17,985) | ||||||
Ending Balance at Dec. 31, 2020 | (75,472) | $ 4 | 137,497 | 5,538 | $ (1,450) | (79,564) | 62,025 | ||
Ending Balance, Shares at Dec. 31, 2020 | 107,592,801 | 39,510,108 | 483,479 | ||||||
Exercise of common stock options | 1,967 | 1,967 | 1,967 | ||||||
Exercise of common stock options, Shares | 2,020,709 | ||||||||
Stock-based compensation expense | 11,881 | 11,881 | 11,881 | ||||||
Exercise of Series D warrants | $ 550 | 550 | |||||||
Exercise of Series D warrants, Shares | 110,212 | ||||||||
Stock vested under compensation plan, shares | 106,800 | ||||||||
Exercise of common stock warrants | 1,793 | 1,793 | 1,793 | ||||||
Exercise of common stock warrants, Shares | 179,572 | ||||||||
Conversion of convertible preferred stock into common stock upon reverse recapitalization, converted | $ (138,047) | ||||||||
'Conversion of convertible preferred stock into common stock upon reverse recapitalization, converted, Shares | (107,703,013) | ||||||||
Conversion of convertible preferred stock into common stock upon reverse recapitalization, issued | 138,047 | $ 11 | 138,036 | ||||||
Conversion of convertible preferred stock into common stock upon reverse recapitalization, issued, Shares | 107,703,013 | ||||||||
Retirement of treasury stock upon reverse recapitalization | (1,450) | $ 1,450 | |||||||
Retirement of treasury stock upon reverse recapitalization, Shares | (483,479) | (483,479) | |||||||
Repurchase of common stock upon reverse recapitalization | (45,000) | (45,000) | (45,000) | ||||||
Repurchase of common stock upon reverse recapitalization, Shares | (4,499,998) | ||||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | 113,178 | $ 2 | 113,176 | 113,178 | |||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs, Shares | 20,456,333 | ||||||||
Issuance of common stock related to PIPE Investment | 210,000 | $ 2 | 209,998 | 210,000 | |||||
Issuance of common stock related to PIPE Investment, Shares | 21,000,000 | ||||||||
Recognition of derivative liability related to earnout | (123,129) | (123,129) | (123,129) | ||||||
Earnout stock-based compensation expense | 7,049 | 7,049 | 7,049 | ||||||
Net profit (loss) and comprehensive income (loss) | 3,855 | 3,855 | 3,855 | ||||||
Ending Balance at Dec. 31, 2021 | $ 244,169 | $ 19 | $ 0 | $ 319,859 | $ 0 | $ 0 | $ (75,709) | $ 244,169 | |
Ending Balance, Shares at Dec. 31, 2021 | 0 | 185,993,058 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities: | ||
Net profit (loss) | $ 3,855 | $ (17,985) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Depreciation | 1,720 | 1,795 |
Provision for doubtful accounts | 263 | 591 |
Reserve for excess and obsolete inventory | 151 | 37 |
Change in fair value of warrant liabilities | (1,808) | 175 |
Change in fair value of contingent earnout liability | (63,407) | 0 |
Stock-based compensation expense | 18,930 | 2,569 |
Transaction costs expensed | 1,996 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (10,439) | 967 |
Inventory | (3,975) | (808) |
Prepaid expenses | (2,425) | (333) |
Other current assets | 862 | 840 |
Other assets | (191) | 49 |
Accounts payable and accrued expenses | 7,277 | 852 |
Other current liabilities | 10 | (366) |
Deferred rent | 550 | 100 |
Deferred revenue | 929 | 5,058 |
Net cash used in operating activities | (45,702) | (6,459) |
Investing Activities: | ||
Purchases of property and equipment | (3,788) | (640) |
Proceeds from sale and disposal of fixed assets | 0 | 118 |
Net cash used in investing activities | (3,788) | (522) |
Financing Activities: | ||
(Repayments) proceeds of debt obligations | (5,022) | 5,022 |
Proceeds from Merger | 132,926 | |
Proceeds from PIPE investment | 210,000 | |
Repurchase of common stock | (45,000) | (826) |
Payment of transaction costs for the Merger | (16,043) | |
Proceeds from exercise of Series D warrants | 550 | 700 |
Proceeds from the exercise of common stock options | 1,967 | 1,131 |
Taxes paid related to net share settlement of equity awards | 0 | (98) |
Principal repayments of capital lease obligations | 0 | (1) |
Net cash provided by financing activities | 279,378 | 5,928 |
Net change in cash and cash equivalents | 229,888 | (1,053) |
Cash and cash equivalents | ||
Beginning of year | 58,715 | 59,768 |
End of period | 288,603 | 58,715 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 0 | 84 |
Supplemental disclosure of Non cash financing and investing activities | ||
Purchase of property and equipment in accounts payable and accrued expenses | 532 | 0 |
Recognition of contingent earnout liability related to earnout shares | 123,129 | 0 |
Recognition of one public warrant acquired as part of the Merger in additional paid in capital | 9,729 | 0 |
Recognition of private placement warrant liability upon Merger | 5,702 | 0 |
Exercise of common stock warrants, net of shares withheld for exercise | 1,793 | 0 |
Conversion of convertible preferred stock into common stock upon reverse recapitalization | $ 138,047 | $ 0 |
Organization, Nature of the Bus
Organization, Nature of the Business, and Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization, Nature of the Business, and Risks and Uncertainties | Note 1. Organization, Nature of the Business, and Risks and Uncertainties Organization and Nature of Business Unless otherwise indicated or the context otherwise requires, references to the “Company” and “Markforged” refer to the consolidated operations of Markforged Holding Corporation and its subsidiaries. References to “AONE” refer to the company prior to the consummation of the Merger and references to “Legacy Markforged” refer to MarkForged, Inc. and its consolidated subsidiaries prior to the consummation of the Merger. Legacy Markforged was founded in 2013 to transform the manufacturing industry with high strength, cost effective parts using additive manufacturing. Markforged produces and sells 3D printers, materials, software, and other related services worldwide to customers who can build parts strong enough for the factory floor with significantly reduced lead time and cost. The printers print in plastic, nylon, metal, and the parts can be reinforced with carbon fiber for industry leading strength at an affordable price point. On February 23, 2021, one, a Cayman Islands exempted company (“AONE”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Caspian Merger Sub Inc., a wholly owned subsidiary of AONE (“Merger Sub”), and Legacy Markforged, pursuant to which (i) AONE would deregister as a Cayman Islands company and domesticate as a corporation in the State of Delaware and would be renamed “Markforged Holding Corporation” (the “Domestication”) and (ii) Merger Sub would merge with and into Legacy Markforged with Legacy Markforged surviving as a wholly owned subsidiary of Markforged Holding Corporation (the “Merger”). AONE’s shareholders approved the transactions contemplated by the Merger Agreement on July 13, 2021, and the Domestication and the Merger were completed on July 14, 2021 (the “Closing”). Cash proceeds of the merger were funded through a combination of AONE’s $ 132.5 million of cash held in trust (after redemptions of $ 64.2 million) and an aggregate of $ 210.0 million in fully committed common stock transactions at $ 10.00 per share. Immediately prior to the Closing, Legacy Markforged repurchased shares of common stock from certain of its stockholders, for a total value of $ 45.0 million, referred to as the “Employee Transactions”. Total net proceeds upon Closing, net of the Employee Transactions and transaction costs paid at Closing of $ 27.1 million, were $ 288.8 million. Risks and Uncertainties COVID-19 has had an impact on the Company’s results, since the second quarter of 2020, and the Company is unable to predict the ultimate impact that the virus may have on the business, future results of operations, financial position or cash flows. Further, the COVID-19 impact on the Company is largely dependent on future developments and subsequent government responses. The Company identified potential risks to the business to include certain accounting estimates around its supply chain, accounts receivable, inventory and related reserves, and long-lived assets. As of and for the year ended December 31, 2021, these risks were assessed and had no material impact on the realizability of accounts receivables, inventories, long- lived assets or the related estimates used in the Company’s consolidated financial statements. There may be changes to those estimates in future periods, and actual results could differ from those estimates. The Company has funded its operations to date primarily through the sale of convertible preferred stock, the proceeds from the Merger, including the sale of common stock, and the sale of its products. Management believes that existing cash will be sufficient to fund operating and capital expenditure requirements through at least one year after the date these consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. |
Merger and Reserve Recapitaliza
Merger and Reserve Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Merger And Reverse Recapitalization [Abstract] | |
Merger and Reverse Recapitalization | Note 2. Me rger and Reverse Recapitalization Immediately prior to the Closing the following transactions occurred (prior to the Exchange Ratio discussed below): • all 17,918,211 shares of Legacy Markforged’s outstanding Series Seed convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis; • all 28,725,920 shares of Legacy Markforged’s outstanding Series A convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis; • all 34,391,480 shares of Legacy Markforged’s outstanding Series B convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis; • all 14,468,290 shares of Legacy Markforged’s outstanding Series C convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis; and • all 17,305,052 shares of Legacy Markforged’s outstanding Series D convertible preferred stock were converted into an equivalent number of shares of Legacy Markforged common stock on a one-to-one basis. At the Closing, eligible Legacy Markforged equity holders received or had the right to receive shares of the Company ’ s Common Stock, par value $ 0.0001 (“Common Stock”) at a deemed value of $ 10.00 per share after giving effect to the exchange ratio of approximately 0.9522514 as defined in the Merger Agreement (the “Exchange Ratio”). Accordingly, immediately following the consummation of the Merger, Legacy Markforged common stock (after giving effect to the conversion of convertible preferred stock to Legacy Markforged common stock and the impact of the Employee Transactions) exchanged into 143,795,504 shares of Common Stock, 18,434,577 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy Markforged stock options that were exchanged into Markforged stock options, and 24,065,423 shares of Common Stock were reserved for the potential future issuance of stock options and restricted stock units and 16,066,667 shares of Common Stock and restricted stock units were reserved for the potential future issuance upon achievement of certain earnout conditions described in the Merger Agreement. In connection with the execution of the Merger Agreement, AONE entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and AONE agreed to sell to the New PIPE Investors, an aggregate of 21,000,000 shares (“PIPE Shares”), of the Common Stock for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 210.0 million, in a private placement pursuant to the subscription agreements (the “PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger. In connection with the Closing, and under the terms of the Sponsor Support Agreement entered into in connection with the execution of the Merger Agreement, 2,610,000 shares of the 5,220,000 shares of Common Stock held by the Sponsor after giving effect to the Domestication became subject to vesting conditions based on the achievement of certain market-based share price thresholds. These shares will be forfeited if certain price thresholds are not reached by the end of the five year period following the Closing. The Sponsor Earnout Shares will immediately vest in the event of a change of control or a liquidation of Markforged during the five year period following the Closing. As the Earnout Triggering Events have not yet been achieved, these issued and outstanding Sponsor Earnout Shares are treated as contingently recallable. The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of one, outstanding prior to Merger (1) 26,875,000 Less redemption of one Class A shares subject to possible ( 6,418,667 ) Common stock of one 20,456,333 Shares issued in PIPE 21,000,000 Merger and PIPE financing shares (2) 41,456,333 Legacy Markforged shares (3) 143,795,504 Total shares of common stock immediately after Merger 185,251,837 (1) Includes AONE Class A shareholders 15,081,333 , and AONE Class B shareholders 5,375,000 (2) This includes 2,610,000 contingently forfeitable Sponsor Shares pending the occurrence of the Sponsor Earnout Triggering Event (3) The number of Legacy Markforged shares was determined from the 151,005,831 shares of Legacy Markforged common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down. The Merger is accounted for as a reverse recapitalization under accounting principles generally accepted in the United States (“GAAP” ). This determination is primarily based on Legacy Markforged stockholders comprising a relative majority of the voting power of Markforged and having the ability to nominate the members of the Board, Legacy Markforged’s operations prior to the acquisition comprising the only ongoing operations of Markforged, and Legacy Markforged’s senior management comprising a majority of the senior management of Markforged. Under this method of accounting, AONE is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Markforged represent a continuation of the financial statements of Legacy Markforged with the Merger being treated as the equivalent of Markforged issuing stock for the net assets of AONE, accompanied by a recapitalization. The net assets of AONE are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Markforged. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Additionally, upon the consummation of the Merger, the Company issued 41,456,333 shares of Common Stock for the previously issued AONE common stock and PIPE Shares that were outstanding at the Closing Date. In connection with the Merger, the Company raised $ 360.9 million of proceeds including the contribution of $ 215.1 million of cash held in AONE’s trust account from its initial public offering, net of redemptions of AONE public stockholders of $ 64.2 million, and $ 210.0 million of cash in connection with the PIPE financing. The Company incurred $ 34.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $ 18.5 million were incurred by AONE and paid from AONE's trust account at closing and $ 16.0 million incurred by Legacy Markforged. Of the total transaction costs, $ 2.0 million was recognized as an expense in the consolidated statements of operations as part of general and administrative expenses and the balance was a reduction to additional paid-in capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s fiscal year end is December 31 and, unless otherwise stated, all years and dates refer to the fiscal year. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with US GAAP. All significant intercompany accounts and transactions have been eliminated in consolidation. Out-of-period Adjustments In the fourth quarter of 2021, the Company recorded immaterial out-of-period adjustments primarily related to an error in the recognition of stock-based compensation expense of certain RSUs recorded in the second and third quarters of 2021. This resulted in a net $ 1.6 million increase to stock-based compensation and additional paid in capital for the quarter ended December 31, 2021 with no net impact on the year ended December 31, 2021. Management has determined that this misstatement was not material to any of its previously issued financial statements. Reporting Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. The effect of foreign currency translation was immaterial for all periods presented. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include allowance for doubtful accounts, reserve for excess and obsolete inventory, fair value of contingent earnout liability, fair value of earnout share awards, fair value of the private placement warrant liability and assumptions in revenue recognition. Actual results could differ from those estimates. Treasury Stock Treasury stock is accounted for using the cost method, with the purchase price of the common stock separately recorded as a deduction from stockholders’ equity (deficit). We account for the retirement of treasury stock by deducting its par value from common stock and reflecting any excess of cost over par value as a deduction from additional paid-in capital in the consolidated balance sheets. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (‘‘ASC’’) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the new revenue recognition accounting standard, the Company performs the following five steps: • identifies the contract with a customer; • identifies the performance obligations in the contract; • determines the transaction price; • allocates the transaction price to the performance obligations in the contract; and • recognizes revenue when (or as) the entity satisfies a performance obligation. Our customer contracts include multiple products and services. We are required to perform allocations of the contract value to the products and services deemed to be distinct performance obligations by US GAAP in order to recognize revenue at the appropriate time. These allocations are based on a relative standalone selling price methodology, which requires us to determine the standalone selling price for each performance obligation. We utilize selling prices from standalone sales of the product or service when available. However, certain products are not sold on a standalone basis or do not have a sufficient history of standalone sales and we are required to estimate the standalone selling price for the purposes of our allocation. We utilize market information, historical selling practices, and other available information to produce as accurate an estimate as possible. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents consists of money market funds and credit card payments in-transit as of December 31, 2021 and 2020 . Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based on management’s assessment of the collectability of the accounts receivable which considers historical write-off experience and any specific risks identified in customer collection matters. The following presents the changes in the balance of the Company’s allowance for doubtful accounts: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 1,070 $ 1,038 Additions 709 834 Write – offs ( 312 ) ( 257 ) Recoveries ( 446 ) ( 545 ) Balance at end of period $ 1,021 $ 1,070 Fair Value of Financial Instruments The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation: Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 Total December 31, 2021 Money market funds included in cash and cash $ 286,890 $ — $ — $ 286,890 Contingent earnout liability — — 59,722 59,722 Private placement warrant liability — — 2,646 2,646 December 31, 2020 Money market funds included in cash and cash $ 56,907 $ — $ — $ 56,907 SVB warrant liability — — 545 545 The Company remeasures its Common Stock Warrants (as defined below) and Private Placement Warrants (as defined below) at fair value at each reporting period using Level 3 inputs via the Black-Scholes option-pricing model and Binomial Lattice Model, respectively. The valuation of the earnout shares is based on a Monte Carlo simulation. The significant assumptions used in preparing the above models are disclosed in Note 12 Stock Warrants and Note 11 Earnout. All Silicon Valley Bank ("SVB") warrants were exercised in June 2021. There were no transfers between levels during the periods presented. (in thousands) Contingent Private SVB Warrant Fair Value as of January 1, 2020 $ — $ — $ 370 Change in fair value — — 175 Fair Value as of December 31, 2020 $ — $ — $ 545 Fair Value as of January 1, 2021 $ — $ — $ 545 Recognition of liability acquired as part of the Merger 123,129 5,702 — Change in fair value ( 63,407 ) ( 3,056 ) 1,248 Exercise of common stock warrants — — ( 1,793 ) Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — As of December 31, 2020, the fair value of the Company’s debt using Level 2 inputs was approximately $ 4.7 million calculated using a discounted cash flow method. All debt was paid off in January 2021 as disclosed in Note 8 Borrowings. Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents held on deposit at one financial institution and accounts receivable. The Company does not require collateral from customers for amounts owed. At December 31, 2021 , one customer represented greater than 10 % of the accounts receivable balance. There were no customers representing greater than 10 % of the accounts receivable balance as of December 31, 2020. For the years ended December 31, 2021 and 2020 , no one customer represented more than 10 % of total revenue. Historically, the Company has not experienced any significant credit loss related to any individual customer. Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of net income or loss. Repairs and maintenance costs are expensed as incurred. The cost of property and equipment is depreciated based upon the following asset lives: Asset Classification Estimated Useful Life Machinery and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Computer equipment 3 years Computer software 3 years Furniture and fixtures 3 years Impairment of Long-Lived Assets The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant reassessment or that the carrying value of these assets may not be recoverable. When a triggering event is identified, management assesses the recoverability of the asset group, which is the lowest level where identifiable cash flows are largely independent, by comparing the expected undiscounted cash flows of the asset group to the carrying value. When the carrying value is not recoverable and an impairment is determined to exist, the asset group is written down to fair value. The Company did not identify any triggering events or record any impairment during the years ended December 31, 2021 and 2020 . Inventory Inventory is stated at lower of cost and net realizable value. Cost is based on a standard costing system which approximates the cost on a first in, first out method. The Company regularly reviews inventory for excess and obsolescence and records a provision to write down inventory to its net realizable value when carrying value is in excess of this value. The costs include materials, labor, and manufacturing overhead that relate to the acquisition of raw materials and production into finished goods. The net realizable value considers our intent and ability to utilize the inventory prior to perishing as well as the estimated selling price and costs of completion and sale. We regularly review our inventory on hand, product development plans, and sales forecasts to identify carrying values in excess of net realizable value. Cost of Revenue Cost of revenue is primarily comprised of cost of product and software subscriptions, maintenance services, personnel-related costs, third party logistics, warranty and maintenance fulfillment costs, and overhead. For the production of consumables, the Company utilizes its internal manufacturing facilities and personnel, while for the production of the Company’s additive manufacturing hardware, third party manufacturers are utilized. For internally manufactured products, the cost of revenue includes raw material, labor conversion costs, and overhead related to the manufacturing operations, inclusive of associated depreciation. Cost of revenue for maintenance services is comprised of costs associated with the Company’s customer success teams’ provision of remote and on-site support services to customers in addition to the cost of replacement parts. The Company’s cost of revenue also includes indirect costs of providing products and services to its customers. These indirect costs consist primarily of reserves for excess and obsolete inventory and stock- based compensation. Research and Development The Company expenses all research and development costs as incurred. These costs consist mainly of employee compensation and other personnel-related costs, product prototypes, facility costs, as well as engineering services . Sales and Marketing Sales and marketing costs are expensed as incurred and are primarily comprised of personnel-related costs for the Company’s sales and marketing departments, costs related to sales commissions, trades shows, facilities costs, as well as advertising and other demand generating services. Sales and marketing expenses includes advertising costs of $ 6.0 million and $ 3.0 million during 2021 and 2020 , respectively. Shipping and Handling Costs The Company recognizes shipping and handling costs in cost of revenue within the consolidated statements of operations and comprehensive income (loss). When shipping and handling services are provided subsequent to the point in time control is transferred, the Company accounts for the shipping and handling services as a fulfillment activity and accrues the related costs. Stock-Based Compensation The Company recognizes expense for stock-based compensation awards based on the estimated fair value of the award on the date of grant, which is amortized on a straight-line basis over the employee’s or director’s requisite service period for service based awards, generally the vesting period of the award. Awards containing market and/or performance conditions are recognized using the graded vesting method, which is an accelerated expense attribution method. The Company uses the Black-Scholes pricing model to estimate the fair value of options on the date of grant. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The Company grants stock options and restricted stock units at exercise prices determined equal to the fair value of common stock on the date of the grant, as determined by the Board of Directors. The fair value of the Company’s common stock at each measurement date prior to the merger was based on a number of factors, including the results of third-party valuations, the Company’s historical financial performance, and observable arms-length sales of the Company’s capital stock including convertible preferred stock, and the prospects of a liquidity event, among other inputs. The computation of expected option life is based on an average of the vesting term and the maximum contractual life of the Company’s stock options, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company estimates an expected forfeiture rate for stock options, which is factored into the determination of stock-based compensation expense. The volatility assumption is based on the historical and implied volatility of the Company’s peer group with similar business models. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield percentage is zero because the Company does not currently pay dividends nor does the Company intend to do so in the future. These estimates involve inherent uncertainties and the use of different assumptions may have resulted in stock-based compensation expense that was different from the amounts recorded. Warranty Reserves Substantially all of the Company’s hardware products are covered by a standard assurance warranty of one year. In the event of a failure of a product covered by this warranty, the Company may repair or replace the product, at its option. The Company’s warranty reserve reflects estimated material and labor costs for potential or actual product issues for which the Company expects to incur an obligation. The Company periodically assesses the appropriateness of the warranty reserve and adjusts the amount as necessary. If the data used to calculate the appropriateness of the warranty reserve are not indicative of future requirements, additional or reduced warranty reserves may be necessary. Warranty reserves are included within accrued expenses on the consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 564 $ 1,260 Additions to warranty reserve 529 821 Claims fulfilled ( 435 ) ( 882 ) Change in estimate related to pre-existing warranties — ( 635 ) Balance at end of period $ 658 $ 564 Warranty reserve is recorded through cost of revenue in the consolidated statements of operations and comprehensive income (loss). Common Stock The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). Dividends may be declared and paid on common stock from funds lawfully available as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding preferred stock. Through the year ended December 31, 2021 , no dividends had been declared. Warrants Warrants to purchase the Company’s common stock issued in conjunction with the Company’s former term loan facility debt were recorded as a liability and classified as other liabilities on the consolidated balance sheet as of December 31, 2020. The change in the fair value is recognized in other expense in the consolidated statements of operations and comprehensive income (loss). Warrants to purchase the Company’s Series D convertible preferred stock issued in conjunction with a customer contract were recorded as additional Series D convertible preferred stock and classified as mezzanine equity on the consolidated balance sheet as of December 31, 2020. Profit (Loss) Per Share Basic profit (loss) per common share is calculated by dividing net profit (loss) attributable to common stockholders, less any participating dividends, by the weighted average number of common shares outstanding during the applicable period. Diluted profit (loss) per s hare include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive . See Note 15 for further information. Income Taxes The Company files U.S. federal and state tax returns where applicable. The non-U.S. subsidiaries file income tax returns in their respective jurisdictions. The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets or liabilities for the expected future tax consequences based on the differences between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate, in effect when the differences are expected to reverse. Valuation allowances are provided, if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities, and any valuation allowance recorded against those net deferred tax assets. The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. Segment Information The Company determines its chief operating decision maker (“CODM”) based on the person responsible for making resource allocation decisions. Operating segments are components of the business for which the CODM regularly reviews discrete financial information. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. Common Stock Warrant Liabilities The Company assumed 5,374,984 publicly-traded warrants (“Public Warrants”) and 3,150,000 private placement warrants originally issued by AONE (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with AONE’s initial public offering and subsequent overallotment and entitle the holder to purchase one share of the Common Stock at an exercise price of $ 11.50 per share. The Common Stock Warrants became exercisable the later of 30 days after the Company completed the Merger or 12 months from the closing of AONE’s initial public offering, but can be terminated on the earlier of 5 years after the Merger, liquidation of the Company, or the Redemption Date as determined by the Company. During the year ended December 31, 2021 , no Public Warrants or Private Placement Warrants were exercised. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur which would permit a cashless exercise, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public Warrants and Private Placement Warrants and concluded that the Private Placement Warrants do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision that, if applied, could result in a different settlement value for the Private Placement Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” As the Private Placement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive income (loss) at each reporting date as part of change in fair value of derivative liabilities, as described in Note 12. The provisions referenced above are not applicable to the Public Warrants which do not have differing settlement provisions based on the warrant holder. The Public Warrants are not precluded from being considered indexed to the Company’s stock and were recognized at fair value in stockholders’ equity on the closing of the Merger. Contingent Earnout Liability In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, A-Star, the sponsor of AONE (the "Sponsor") surrendered 2,610,000 shares ("Sponsor Earnout Shares") and holders of Legacy Markforged equity interests as of Closing (“Eligible Markforged Equityholders”) are entitled to receive as additional merger consideration 14,666,667 shares of the Company’s Common Stock ("Markforged Earnout Shares") upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 11). The contingent obligations to issue Markforged Earnout Shares in respect of Legacy Markforged common stock and release from lock-up Sponsor Earnout Shares are accounted for as liability classified instruments in accordance with Accounting Standards Codification Topic 815-40, as the Earnout Triggering Events that determine the number of Sponsor and Markforged Earnout Shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of common stock of Markforged. The liability was recognized at the reverse recapitalization date and is subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations. Markforged Earnout Shares issuable to employees with vested Legacy Markforged equity awards and Earnout RSUs (as described in the Merger Agreement) issuable to employees with unvested Legacy Markforged equity awards are considered a separate unit of account from the Markforged Earnout Shares issuable in respect of Legacy Markforged common stock and are accounted for as equity classified stock compensation. The Earnout Shares issuable to employees with vested Legacy Markforged equity awards are not subject to a continued service requirement, thus there is no requisite service period and the value of these shares was recognized as a one-time stock compensation expense for the grant date fair value. Earnout RSUs are contingent upon an employee completing a service vesting condition equivalent to the remaining requisite service period of the employee’s unvested Legacy Markforged equity award as of Closing. Expense related to Earnout RSUs is recognized using graded vesting over the requisite service period for the Earnout RSUs. The estimated fair values of the Sponsor Earnout Shares, Markforged Earnout Shares, and Earnout RSUs were determined using a Monte Carlo simulation to model a distribution of potential outcomes on a monthly basis over the five-year Earnout Period as defined in Note 11. The preliminary estimated fair values of Sponsor Earnout Shares, Markforged Earnout Shares, and Earnout RSUs were determined using the most reliable information available, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The contingent earnout liability is categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. Recently Adopted Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“the JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as private companies, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as private companies. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non employee Share-Based Payment Accounting (“ASU 2018-07”), which substantially aligns the measurement and classification guidance for share based payments to non employees with the guidance for share based payments to employees. The ASU also clarifies that any share based payment issued to a customer should be evaluated by ASC Topic 606 and the consideration payable to a customer guidance. The new ASU was adopted using a modified retrospective transition approach. The ASU is effective for the Company beginning January 1, 2020 for annual periods and January 1, 2021 for interim periods. The adoption of this standard on January 1, 2020 did not have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements in ASC 820, Fair Value Measurement. After the adoption of this update, an entity will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; the valuation processes for Level 3 fair value measurements. ASU 2018-13 is effective in fiscal years beginning after December 15, 2019. The amendments on changes in unrealized gains and losses are applied prospectively for only the most recent period presented in the initial fiscal year of adoption. The adoption of this standard on January 1, 2020 did not have an impact on the consolidated financial statements of the Company. In November 2019, the FASB issued ASU 2019-08, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer (“ASU 2019-08”), which requires that share based consideration payable to a customer is measured under stock compensation guidance. Under ASU 2019-08, awards issued to customers are measured and classified following the guidance in Topic 718 while the presentation of the fair value of the award is determined following the guidance in ASC 606. ASU 2019-08 is effective in fiscal years beginning after December 15, 2019. The new ASU was adopted using a modified retrospective transition approach. The adoption of this standard on January 1, 2020 did not have an impact on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred where the entity is the customer in a hosting arrangement that is a service contract with those of developing or obtaining internal-use software. These changes become effective for the Company for the fiscal year beginning on January 1, 2021 and interim periods beginning on January 1, 2022, with early adoption permitted. The adoption of this standard on January 1, 2021 did not have a material effect on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxes (“ASU 2019-12”) , which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification 740, Income Taxes . It also clarifies certain aspects of the existing guidance to promote more consistent application. As a result of the ASU, accounting for changes in tax law and year-to-date losses in interim periods will be simplified . These changes became effective for the Company for the fiscal year beginning after December 15, 2020 and interim periods within those fiscal years. The adoption of ASU 2019-12 did not have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). The guidance improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and certain inconsistencies in application. Under current GAAP, an acquirer generally recognizes contract assets acquired and liabilities assumed in a business combination at fair value on the acquisition date. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquire |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 4. Revenue The Company derives revenue from the sale of 3D printers, consumable materials, and hardware maintenance agreements, through its global channel of third-party value-added reseller partners (“VARs”). Typically, the VAR is the Company’s customer. Customers are invoiced at the time of shipment or at the beginning of the maintenance term and payment is typically due within 60 days. Contracts primarily contain fixed consideration although certain VAR contracts include performance rebates that may be earned based on sales targets which are accounted for as variable consideration and a reduction of revenue. The Company’s variable consideration is primarily based on performance metrics measured over the fiscal year, thus uncertainties related to variable consideration are resolved as of December 31, 2021 and 2020. Revenue associated with the Company’s products are generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Revenue associated with hardware maintenance arrangements is recognized ratably over the term of the arrangements. For its premium cloud software subscription offering, the Company recognizes revenue ratably over time beginning on the date the customer is capable of accessing the software under “Services” in the revenue disaggregation table. Significant Judgements The Company enters into certain contracts that have multiple performance obligations. These performance obligations may include 3D printers, consumables, premium cloud software subscriptions, and hardware maintenance. Contracts with more than one performance obligation require the Company to allocate the transaction price to each performance obligation. As the Company’s contracts predominantly contain fixed consideration, the allocation of transaction price is based on a relative standalone selling price method. Certain products are not sold on a standalone basis or do not have a sufficient history of standalone sales and we are required to estimate the standalone selling price for the purposes of our allocation. We utilize market information, historical selling practices, and other available information to produce as accurate an estimate as possible. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. The Company has a right to bill when products are shipped, which is often the point in time revenue is recognized. As a result, the Company will have accounts receivable for billings and also deferred revenue for the portion of billings in advance of service in its hardware maintenance agreements. The Company recognized $ 5.9 million of revenue in 2021 from deferred revenue as of December 31, 2020 . The Company recognized $ 2.1 million of revenue in 2020 from deferred revenue as of December 31, 2019. Deferred revenue is expected to be recognized when the Company provides hardware maintenance services or contractual performance obligations for which the customer has already provided payment with $ 6.3 million recognized in 2022, $ 2.4 million recognized in 2023, $ 1.1 million recognized in 2024, and $ 0.2 million thereafter. Contract Costs When costs to obtain a contract are incremental and the amortization period is greater than one year , the cost is capitalized and amortized over the period that aligns with the transfer of related goods and services. The amortization period does not extend beyond the initial contract term because there is not a sufficient history of renewals. When the costs to obtain a contract are capitalized for a contract that includes multiple performance obligations, the amortization pattern is consistent with the pattern of revenue recognition for the performance obligations. The Company expenses sales commissions when incurred when the amortization period is one year or less. These costs are recorded within sales and marketing in the consolidated statement of operations and comprehensive income (loss). Disaggregation of Revenue The following table disaggregates the Company’s revenue based on the nature of the products and services: Year Ended December 31, (in thousands) 2021 2020 Hardware $ 64,974 $ 52,119 Consumables 19,567 $ 15,498 Services 6,680 $ 4,234 Total Revenue $ 91,221 $ 71,851 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, net | Note 5 Property and Equipment, net Property and equipment consist of the following: (in thousands) December 31, December 31, Machinery and equipment $ 6,091 $ 4,761 Leasehold improvements 2,262 2,190 Computer equipment 1,764 1,109 Furniture and fixtures 367 345 Computer software 250 246 Construction in process 1,741 36 Property and equipment, gross 12,475 8,687 Less: Accumulated depreciation ( 6,126 ) ( 4,406 ) Property and equipment, net $ 6,349 $ 4,281 Depreciation expense for property and equipment was $ 1.7 million and $ 1.8 million for the years ended December 31, 2021 and 2020, respectively. Disposal of property and equipment amounted to zero and $ 0.1 million for the years end ed December 31, 2021 and 2020 , respectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6. Inventory Inventory consists of the following: (in thousands) December 31, December 31, Raw material $ 853 1,669 Work in process 77 79 Finished goods 9,447 4,805 Total inventory $ 10,377 $ 6,553 The Company maintained reserves for obsolete inventory of $ 1.0 million and $ 0.8 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, obsolete inventory impairment related to finished goods is $ 0.8 million and $ 0.2 million is related to raw materials. As of December 31, 2020, all obsolete inventory impairment related to raw materials. The impairment of obsolete inventories is recorded within cost of revenue in the consolidated statements of operations and comprehensive income (loss). |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 7. Accrued Expenses The following table summarizes the Company’s components of accrued expenses: (in thousands) December 31, December 31, Warranty reserve $ 658 $ 564 Compensation and benefits 4,360 3,100 VAR commissions 265 520 Professional services 1,725 2,907 Marketing and advertising 122 780 Other 281 297 Total accrued expenses $ 7,411 $ 8,168 |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | Note 8. Borrowings PPP Loan On April 10, 2020, the Company was granted a loan (the “Loan”) from a lending institution in the aggregate amount of $ 5.0 million, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was enacted March 27, 2020. The Loan, which was in the form of a note dated April 21, 2020, was due to mature on April 21, 2022 and had an interest rate of 1 % per annum, payable monthly commencing on November 22, 2020 . The note was prepayable by the borrower at any time prior to maturity with no prepayment penalties. The Company paid off the loan in full in January 2021. |
Convertible Preferred Stock, Co
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit | Note 9. Convertible Preferred Stock, Common Stock and Stockholders’ Equity (Deficit) Immediately prior to the closing of the Merger, the convertible preferred stock was converted into Legacy Markforged common stock and recapitalized into Common Stock. There was no convertible preferred stock outstanding as of December 31, 2021. The following table summarizes details of convertible preferred stock authorized, issued and outstanding as of December 31, 2020. The Company has retroactively adjusted the shares issued and outstanding prior to July 14, 2021 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were converted: December 31, 2020 (in thousands, except for share counts) Shares Shares Issued Issuance Net Liquidation Series Seed 18,233,848 17,062,642 $ 0.0649 $ 1,107 $ 1,107 Series A 28,725,920 27,354,298 0.3107 8,437 8,500 Series B 34,391,480 32,749,335 0.4635 15,096 15,180 Series C 14,468,290 13,777,449 2.1775 29,881 30,000 Series D 17,599,646 16,649,077 4.9906 82,976 83,089 Total convertible preferred stock 113,419,184 107,592,801 $ 137,497 $ 137,876 Repurchases During the year ended December 31, 2021, immediately prior to the effective time of the Merger, the Company repurchased 4,499,998 shares of Legacy Markforged common stock from three employees for $ 10.00 per share. The value of the repurchase was recorded as a reduction of additional paid-in capital. During the year ended December 31, 2020, the Company repurchased common stock from an employee. Concurrent to the repurchase, the Company was contractually obligated to repurchase an additional 250,471 shares of common stock from this employee for $ 4.52 per share in 2021, subject to certain conditions. This obligation was waived by the parties in April 2021. Management determined the fair value of Legacy Markforged common stock prior to the merger using the methodology described in the Summary of Significant Accounting Policies, adjusting for changes in inputs based on material information known at the time of a repurchase transaction such as estimated timing to exit events and respective probabilities of such events occurring. Common Stock Reserved for Future Issuance The Company has reserved the following shares of common stock for future issuance: December 31, December 31, Common stock options outstanding and unvested RSU 20,267,035 18,493,013 Shares available for issuance under the 2021 plan 21,502,768 — Shares available for issuance under the 2013 plan — 4,427,323 Convertible preferred stock outstanding — 107,592,801 Warrants to purchase Series D convertible preferred stock — 110,211 Common stock warrants outstanding 8,525,000 180,928 Shares available for issuance as Earnout RSU 1,400,000 — Employee stock purchase plan 4,700,000 — Total shares of authorized common stock reserved for future 56,394,803 130,804,276 |
Equity Based Awards
Equity Based Awards | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Based Awards | Note 10. Equity Based Awards On July 13, 2021, the Company’s stockholders approved the Markforged Holding Corporation 2021 Stock Option and Incentive Plan (“2021 Plan”) and the Markforged Holding Corporation 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of December 31, 2021, 21,502,768 and 4,700,000 shares of common stock were available for issuance under the 2021 Plan and 2021 ESPP, respectively. Under the 2021 Plan, the Company can grant stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, cash-based awards, and dividend equivalent rights. The 2021 Plan provides that an additional number of shares of common stock will automatically be added to the shares of common stock authorized for issuance under the 2021 Plan on January 1 of each year. The number of shares of common stock added each year will be equal to (i) 5% of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year or (ii) such lesser amount as determined by the Company’s Board of Directors. The awards generally vest 25 percent after 12 months , followed by ratable vesting over 36 months. The options granted generally expire 10 years from the date of grant. The grant date fair value of options and RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The 2021 ESPP allows eligible employees to authorize payroll deductions between 1 % and 15 % of their base salary or wages, up to $ 25,000 annually, to be applied toward the purchase of shares of the Company’s common stock occurring at offering periods determined by the Company. At each offering period, the eligible employees will have the option to acquire common stock at a discount of up to 15% of the lesser of the Company’s common stock price on (i) the first trading day of the offering period or (ii) the last day of the offering period. The offering periods under the 2021 ESPP are not to exceed 27 months between periods. On January 1 of each subsequent year under the plan, the number of shares available for issuance under the plan will be increased by the lesser of (i) 4,700,000 shares of common stock, (ii) one percent of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year, or (iii) number of shares of common stock determined by the Company. During the year ended December 31, 2021 , the Company did no t recognize stock compensation expense related to the 2021 ESPP as there were no grants under the 2021 ESPP. Legacy Markforged's 2013 Stock Plan (the “2013 Plan”) was terminated at the Closing and all outstanding awards became outstanding under the 2021 Plan. No further awards will be granted under the 2013 Plan. Option activity under the plan for the year ended December 31, 2021 is as follows: Number of Weighted- Weighted- Outstanding at December 31, 2020 18,663,466 $ 1.81 8.71 Granted — — Exercised ( 2,020,709 ) 0.98 Forfeited ( 713,278 ) 1.93 Outstanding at December 31, 2021 15,929,479 $ 1.91 7.89 Options exercisable at December 31, 2021 7,208,521 $ 1.66 7.28 The aggregate intrinsic value of stock options outstanding at December 31, 2021 was $ 55.2 million. As of December 31, 2021, the Company had 15,441,424 shares vested and expected to vest. Additional information regarding the exercise of stock options is as follows: Year Ended December 31, (in thousands, except weighted average) 2021 2020 Weighted-average grant date fair value of options $ — $ 1.28 Intrinsic value of options exercised 17,614 4,455 Cash received from options exercised 1,967 1,131 In the year ended December 31, 2021 the Company did no t grant any options to purchase shares of Common Stock. In the year ended December 31, 2020, the Company granted optio ns to purchase 9,890,563 shares of comm on stock with an aggregate fair value of $ 12.7 million, calculated via the Black-Scholes option pricing model (see Note 3) using the following assumptions: Year Ended Expected option term (in years) 5.86 Expected volatility% 53.1 % Risk-free interest rate% 0.56 % Expected dividend yield% — % Fair value of common stock (per share) $ 2.36 Restricted Stock Units During the year ended December 31, 2021, the Company awarded RSUs to newly hired and continuing employees. The fair value per share of these awards was determined based on the fair market value of our stock on the date of the grant and is being recognized as stock-based compensation expense over the requisite service period. Awards containing market and/or performance conditions are recognized using the graded vesting method, which is an accelerated expense attribution method. We have not issued any awards with market and/or performance conditions since the Merger. The RSUs that vested during the year ended December 31, 2021 had a fair value of $ 1.1 million. The following table summarizes the RSU activity for the year ended December 31, 2021: Number of Weighted- Outstanding at December 31, 2020 — $ — Granted (1) 4,543,074 9.20 Vested ( 106,800 ) 9.90 Forfeited ( 98,718 ) 9.11 Unvested at December 31, 2021 4,337,556 $ 9.32 (1) Includes 80,000 shares awarded to non-employee directors that have not vested as of December 31, 2021. Stock-Based Compensation Expense The Company recorded compensation expense related to options and RSUs of $ 11.9 million and $ 2.6 million for the years ended December 31, 2021 and 2020. Total unrecognized stock-based compensation expense for the RSUs outstandin g was $ 33.7 m illion at December 31, 2021, which is expected to be recognized over a weighted-average period of 3.6 years. Total unrecognized stock-based compensation expense for the options outstandin g was $ 8.8 m illion at December 31, 2021 , which is expected to be recognized over a weighted-average period of 2.4 years. Markforged Earnout Shares issuable to holders of Legacy Markforged equity interests as of the Merger closing date (“Eligible Markforged Equityholders”) with respect to a Legacy Markforged equity award are accounted for as equity classified stock compensation. Markforged Earnout Shares issuable with respect to a vested Legacy Markforged equity award do not have a requisite service period. To the extent that an Eligible Markforged Equityholder is entitled to receive Markforged Earnout RSUs with respect to an unvested Legacy Markforged equity award, the Earnout RSUs are subject to a service-based vesting condition with a vesting period equivalent to the remaining service period of the holder’s Legacy Markforged equity award as of Closing. During the year ended December 31, 2021, the Company recognized stock-based compensation expense related to the Markforged Earnout of $ 7.0 million . The unrecognized compensation expense related to the Markforged Earnout is $ 7.3 million and recognized over a remaining period of no more than 3.5 years, dependent on when vesting conditions are met. The stock-based compensation expense for stock-based awards and earnout shares was recognized in the following captions within the consolidated statements of operations and comprehensive income (loss): Year Ended December 31, (in thousands) 2021 2020 Cost of revenue $ 515 $ 589 Sales and marketing 2,395 578 Research and development 4,614 693 General and administrative 11,406 709 Total stock-based compensation expense $ 18,930 $ 2,569 |
Earnout
Earnout | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Earnout | Note 11. Earnout During the five year period after the Closing (“Earnout Period”), Eligible Markforged Equityholders are entitled to receive up to 14,666,667 Markforged Earnout Shares upon the occurrence of certain triggering events. During the Earnout Period, the Sponsor’s 2,610,000 surrendered shares of common stock will be released from lock-up upon certain triggering events. On the date when the volume-weighted average trading sale price (“VWAP”) of one share of the Common Stock quoted on the NYSE is greater than or equal to $ 12.50 for any twenty trading days within any thirty consecutive trading day period within the Earnout Period (“Triggering Event I”), the Eligible Markforged Equityholders will receive 8,000,000 Markforged Earnout Shares distributed on a pro-rata basis and 50 % of the Sponsor’s surrendered shares will be released from lock-up to the Sponsor. On the date when the VWAP of one share of the Company’s common stock quoted on the NYSE is greater than or equal to $ 15.00 for any twenty trading days within any thirty consecutive trading day period within the Earnout Period (“Triggering Event II” and together with Triggering Event I, each a "Triggering Event"), the Eligible Markforged Equityholders will receive the remaining 6,666,667 Markforged Earnout Shares distributed on a pro-rata basis and the remaining 50 % of the Sponsor’s surrendered shares will be released from lock-up to the Sponsor. There are two units of account within the Markforged Earnout Shares depending on whether the Eligible Markforged Equityholder is entitled to receive Markforged Earnout Shares with respect to a Legacy Markforged equity award, in which case the Markforged Earnout Shares are accounted for as equity classified stock compensation, or with respect to Legacy Markforged common stock, in which case the Markforged Earnout Shares are accounted for as a liability classified instrument in accordance with Accounting Standards Codification Topic 815-40. Markforged Earnout Shares issuable with respect to an unvested Legacy Markforged equity award are issued in the form of Earnout RSUs and are subject to forfeiture if the holder does not complete the required service period. Forfeited Markforged Earnout Shares are distributed to the remaining Eligible Markforged Equityholders on a pro-rata basis and are fungible between the two units of account. The following table summarizes the number of Earnout Shares allocated to each unit of account as o f December 31, 2021: Triggering Event I Earnout Shares Triggering Event II Earnout Shares Contingent earnout liability 7,144,325 5,953,595 Stock compensation 855,675 713,072 Total Earnout Shares 8,000,000 6,666,667 As of the Closing, the estimated value of the Markforged Earnout Shares and surrendered Sponsor shares was $ 8.04 per share issuable upon Triggering Event I and $ 7.66 per share issuable upon Triggering Even t II. The estimated value of the Markforged Earnout Shares and surrendered Sponsor shares as of December 31, 2021 is $ 3.95 per share issuable upon Triggering Event I and $ 3.63 per share issuable upon Triggering Event II. The valuation of the Markforged Earnout Sha res and surrendered Sponsor shares is based on a Monte Carlo simulation to model a distribution of potential outcomes on a monthly basis over the Earnout period using the most reliable information available. The following table describes the assumptions used in the valuation: December 31, July 14, 2021 2021 Current stock price $ 5.37 $ 8.56 Expected volatility 70.00 % 70.00 % Risk-free interest rate 1.19 % 0.85 % Dividend rate — % — % Expected term (years) 4.54 5.00 Neither of the Earnout Triggering Events have occurred as of December 31, 2021 and therefore none were distributed. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Stock Warrants | Note 12. Stock Warrants Legacy Markforged Common Stock Warrants As part of a loan agreement entered into with a lending institution during 2015, Legacy Markforged issued warrants to the lender granting the right to purchase 180,928 shares of the Legacy Markforged common stock at an exercise price of $ 0.06 per share. The loan agreement was terminated prior to January 1, 2018 . The warrants were due to expire on February 17, 2025 . The warrants were classified as a derivative liability within other liabilities prior to exercise in the consolidated balance sheets and subsequent adjustments to fair value are shown in other expense in the consolidated statements of operations and comprehensive income (loss). In June 2021, the lender exercised the warrant on a cashless basis and Legacy Markforged issued 179,572 shares of common stock. The fair value is measured at each reporting date using the Black-Scholes model using the following inputs. The inputs below correspond to June 10, 2021, the date of exercise: June 10, December 31, Expected (remaining) option term (in years) 3.69 4.13 Expected volatility% 65.0 % 55.4 % Risk-free interest rate% 0.45 % 0.36 % Expected dividend yield% — % — % Fair value of common stock (per share) $ 9.51 $ 2.93 Prior to the Merger, management considered contemporaneous third-party valuations in its determination of the fair value of common stock. The fair value of common stock increased significantly in large part due to the change in the probability of special purpose acquisition company (SPAC) exit. For the June 10, 2021 valuation, the Company assigned a 95% probability of a SPAC exit and a 5% probability of staying a private company. Preferred Stock Warrants As part of a development agreement executed with a customer in 2019, Legacy Markforged agreed to issue warrants to the customer to purchase Series D convertible preferred stock that would vest upon the achievement of certain payment milestones. The warrants granted the customer the right to purchase up to 280,528 shares of the Company’s Series D convertible preferred stock at an exercise price of $ 0.0001 per share. As the customer remitted payment for goods purchased from the company under the development agreement, a pro-rata share of warrants vested. The warrants were set to expire on September 24, 2029 , but were completely vested and exercised as of the Closing. The Company accounted for the warrants issued to the customer as consideration payable to the customer and a reduction of revenue with a corresponding adjustment to convertible preferred stock. The Company accounted for the warrants that vested as a reduction to deferred revenue and a corresponding adjustment to convertible preferred stock. The value of the warrants was measured based on the grant date fair value. The grant date was considered to have occurred at the execution date of the development agreement. In accordance with the development agreement, 110,212 and 140,260 warrants vested during the years ended December 31, 2021 and 2020, respectively. As a result, the Company recorded $ 0.6 million and $ 0.7 million related to the warrants in the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there were no outstanding but unvested warrants remaining under the terms of the development agreement. Private Placement Warrants and Public Warrants T he Private Placement Warrants were initially recognized as a liability on July 14, 2021 at a fair value of $ 5.7 million. The Private Placement Warrants were remeasured to a fair value of $ 2.6 million as of December 31, 2021. The Company recorded a loss of $ 3.1 million for the year ended December 31, 2021, which is included in change in fair value of warrant liabilities on the consolidated statements of operations and comprehensive income (loss). The Private Placement Warrants were valued using the following assumptions under the Binomial Lattice Model December 31, July 14, Market price of public stock $ 5.37 $ 8.56 Exercise price $ 11.50 $ 11.50 Expected term (years) 4.53 5.01 Volatility 56.0 % 39.1 % Risk-free interest rate 1.19 % 0.85 % Dividend rate 0.0 % 0.0 % The Public Warrants were recognized in stockholder’s equity at a fair value of $ 9.7 million on July 14, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The components of the Company’s profit (loss) before income taxes are as follows: Year Ended December 31, (in thousands) 2021 2020 Profit (loss) before income taxes: Domestic $ 3,685 $ ( 18,269 ) Foreign 226 395 Total $ 3,911 $ ( 17,874 ) The components of the income tax provision are as follows: Year Ended December 31, (in thousands) 2021 2020 Current Provision Federal $ — $ — State 1 5 Foreign 55 106 Total current provision 56 111 Deferred Provision Federal — — State — — Foreign — — Total deferred provision — — Total income tax expense $ 56 $ 111 The overall effective tax rate differs from the statutory federal tax rate as follows: Year Ended December 31, % of Pretax Profit (Loss) 2021 2020 Statutory US federal rate 21.00 % 21.00 % State income taxes, net of federal benefit ( 51.05 ) 1.85 Stock-based compensation 26.08 ( 1.06 ) Nondeductible expenses 1.44 ( 0.61 ) Global intangible low-taxed income 1.17 ( 0.46 ) Fair market value change in warrants and earn out liabilities ( 337.50 ) — Transaction costs ( 25.85 ) — Officer's compensation (162(m)) 26.36 — Research and development credits ( 11.95 ) 3.48 Valuation allowance 356.34 ( 25.18 ) Change in statutory tax rate ( 3.26 ) ( 0.20 ) Other rate items ( 1.39 ) 0.24 Effective tax rate 1.39 % ( 0.94 )% Significant components of the Company’s net deferred tax assets are as follows: December 31, (in thousands) 2021 2020 Deferred tax assets Amortization 174 23 Deferred revenue 577 318 Deferred expenses 446 280 Reserves 647 560 Accrued expenses 369 453 Stock compensation 2,138 372 Uniform capitalization 74 45 Net operating losses 27,846 16,266 Research and development credits 3,717 3,232 Gross deferred tax assets $ 35,988 $ 21,546 Less: Valuation allowance ( 36,009 ) ( 21,507 ) Deferred tax liabilities Depreciation 21 ( 39 ) Unrealized foreign currency loss — ( 3 ) Net deferred tax assets — $ — The Company historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. There is no tax provision or tax benefit attributable to the net loss which differs from the amount computed by applying the US federal income tax rates of 21 % to the pretax loss, primarily due to changes in valuation allowance, generation of research and development tax credits, and state taxes. As of December 31, 2021, the Company had federal net operating loss carryforwards of $ 15.0 million that are subject to expire at various dates between 2033 and 2037 , and net operating losses of $ 99.5 million, that have no expiration date and can be carried forward indefinitely but limited in their usage to 80% of annual taxable income. As of December 31, 2021, the Company has state tax net operating loss carryforwards of approximately $ 61.6 million, that are subject to expire at various dates between 2033 and 2041 . At December 31, 2021, the Company had federal and state research and development tax credit carryforwards of $ 2.5 million and $ 1.6 million, respectively, available to reduce future income taxes payable which begin to expire in 2030 . Utilization of the net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and similar state provisions, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. As of December 31, 2021, the Company has not completed a 382 study to assess whether a change of ownership has occurred since its formation. The Company has not conducted a study of its research and development credit carryforwards. This study may result in an adjustment to research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheets or statements of operations if an adjustment were required. Uncertain tax positions represent tax positions for which reserves have been established. The Company’s policy is to record interest and penalties related to uncertain tax positions as part of income tax expense. Reserves for uncertain tax positions as of December 31, 2021 are not material and would not impact the effective tax rate if recognized as a result of the valuation allowance maintained against the Company’s net deferred tax assets. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. There are currently no pending income tax examinations. The Company is open to future tax examination under statute from 2016 to the present; however, carryforward attributes that were generated prior to January 1, 2016 may still be adjusted upon examination by federal, state or local tax authorities to the extent utilized in an open tax year or in future periods. As of December 31, 2021, the Company has not provided for deferred income taxes on undistributed earnings of its foreign subsidiaries since these earnings are deemed to be indefinitely reinvested. Upon distribution of those earnings in the form of dividends or otherwise, the Company could be subject to income taxes as well as withholding taxes. The amount of taxes attributable to the undistributed earnings is immaterial. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are primarily comprised of net operating loss carryforwards and capitalized research and development costs. Management has determined that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets and, as a result, a full valuation allowance of $ 36.0 million has been established at December 31, 2021. The following table presents the changes in the balance of the Company’s deferred income tax asset valuation allowance: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of year $ 21,466 $ 17,001 Additions charged to expense 14,543 4,465 Balance at end of year $ 36,009 $ 21,466 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Operating Leases The Company leases two locations in Watertown, Massachusetts and one location in Billerica, Massachusetts for office and manufacturing, under noncancellable operating lease agreements. These leases provide for escalating monthly payments and are set to expire in January 2024 , July 2028 , and May 2029 . Rent expense under the Company’s lease agreements wa s $ 2.5 million and $ 2.2 million for the years ended December 31, 2021 and 2020, respectively. On December 17, 2021, the Company entered into a property lease in Waltham, Massachusetts to be used as its new global headquarters. The Company’s interest in and obligations under the lease shall be effective as of April 2022 and will continue through September 2031. Future minimum lease payments under these agreements are as follows: (in thousands) Amount 2022 $ 5,499 2023 8,314 2024 7,507 2025 7,594 2026 7,775 After 2027 31,412 Total future minimum lease payments $ 68,101 Minimum Commitment Arrangements The Company may enter into non-binding purchase agreements with suppliers to acquire inventory and other materials during the normal course of business. The Company did no t have any minimum commitment arrangements. Legal Proceedings From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that address accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. In July 2021, Continuous Composites Inc. (“Continuous Composites”), a company based out of Idaho, brought a claim in the United States District Court for the District of Delaware against the Company regarding patent infringement. While the Company takes any claims of infringement seriously, Markforged believes that Continuous Composites’ claims are baseless and without merit. The Company intends to mount a vigorous defense against Continuous Composites in court. However, the Company can provide no assurance as to the outcome of any such disputes, and any such actions may result in judgments against Markforged for significant damages. The Company does not believe that a loss is probable and did no t record a loss contingency for the year ended December 31, 2021. |
Net Profit (Loss) Per Share
Net Profit (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Profit (Loss) Per Share | Note 15. Net Profit (Loss) Per Share The Company computes basic net profit (loss) per share using net profit (loss) attributable to the Company’s common stockholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. Year Ended December 31, (in thousands, except per share amounts) 2021 2020 Numerator: Net profit (loss) and comprehensive income $ 3,855 $ ( 17,985 ) Deemed dividend - redemption of common stock — ( 826 ) Net profit (loss) attributable to common $ 3,855 $ ( 18,811 ) Denominator: Weighted average shares outstanding - Basic 108,088,115 38,336,659 Add: Weighted average unvested options 5,875,309 — Weighted average shares outstanding - Diluted 113,963,424 38,336,659 Net profit (loss) per common share: Basic $ 0.04 $ ( 0.49 ) Diluted $ 0.03 ( 0.49 ) For the year ended December 31, 2020, the Company was in a net loss position, thus the effect of potentially dilutive securities, including non-vested stock options, restricted stock awards, warrants, and convertible preferred stock, was excluded from the denominator for the calculation of diluted net loss per share because the inclusion of such securities would be antidilutive. The following dilutive securities are excluded from the denominator : Year Ended December 31, 2021 2020 Convertible preferred stock — 107,592,801 Unvested RSUs 4,337,556 — Unvested awards — 14,016,486 Warrants 8,525,000 180,928 Contingently issuable earnout shares 14,666,667 — Total 27,529,223 121,790,215 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16. Segment Information In the operation of the business, the Chief Executive Officer, who is the Company’s chief operating decision maker, reviews the business as one segment. The Company currently sells its product in the Americas, Europe, Middle East and Africa (“EMEA”), and Asia Pacific (“APAC”) markets. The Company measures revenue based on the physical location of where the customer who is receiving the promised goods or service is located. Disaggregated revenue data for those markets is as follows: Year Ended (in thousands) 2021 2020 Americas $ 48,516 $ 40,837 EMEA 25,592 19,214 APAC 17,113 11,800 Total $ 91,221 $ 71,851 Revenue generated from customers within the Company’s country of domicile, the United States, amounted to $ 46.7 million and $ 35.1 million for the years ended December 31, 2021 and 2020 , respectively. The Company’s long-lived assets are substantially located in the United States, where the Company’s primary operations are located. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with US GAAP. All significant intercompany accounts and transactions have been eliminated in consolidation. Out-of-period Adjustments In the fourth quarter of 2021, the Company recorded immaterial out-of-period adjustments primarily related to an error in the recognition of stock-based compensation expense of certain RSUs recorded in the second and third quarters of 2021. This resulted in a net $ 1.6 million increase to stock-based compensation and additional paid in capital for the quarter ended December 31, 2021 with no net impact on the year ended December 31, 2021. Management has determined that this misstatement was not material to any of its previously issued financial statements. |
Reporting Currency | Reporting Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. The effect of foreign currency translation was immaterial for all periods presented. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include allowance for doubtful accounts, reserve for excess and obsolete inventory, fair value of contingent earnout liability, fair value of earnout share awards, fair value of the private placement warrant liability and assumptions in revenue recognition. Actual results could differ from those estimates. |
Treasury Stock Policy | Treasury Stock Treasury stock is accounted for using the cost method, with the purchase price of the common stock separately recorded as a deduction from stockholders’ equity (deficit). We account for the retirement of treasury stock by deducting its par value from common stock and reflecting any excess of cost over par value as a deduction from additional paid-in capital in the consolidated balance sheets. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (‘‘ASC’’) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the new revenue recognition accounting standard, the Company performs the following five steps: • identifies the contract with a customer; • identifies the performance obligations in the contract; • determines the transaction price; • allocates the transaction price to the performance obligations in the contract; and • recognizes revenue when (or as) the entity satisfies a performance obligation. Our customer contracts include multiple products and services. We are required to perform allocations of the contract value to the products and services deemed to be distinct performance obligations by US GAAP in order to recognize revenue at the appropriate time. These allocations are based on a relative standalone selling price methodology, which requires us to determine the standalone selling price for each performance obligation. We utilize selling prices from standalone sales of the product or service when available. However, certain products are not sold on a standalone basis or do not have a sufficient history of standalone sales and we are required to estimate the standalone selling price for the purposes of our allocation. We utilize market information, historical selling practices, and other available information to produce as accurate an estimate as possible. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents consists of money market funds and credit card payments in-transit as of December 31, 2021 and 2020 . |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based on management’s assessment of the collectability of the accounts receivable which considers historical write-off experience and any specific risks identified in customer collection matters. The following presents the changes in the balance of the Company’s allowance for doubtful accounts: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 1,070 $ 1,038 Additions 709 834 Write – offs ( 312 ) ( 257 ) Recoveries ( 446 ) ( 545 ) Balance at end of period $ 1,021 $ 1,070 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation: Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 Total December 31, 2021 Money market funds included in cash and cash $ 286,890 $ — $ — $ 286,890 Contingent earnout liability — — 59,722 59,722 Private placement warrant liability — — 2,646 2,646 December 31, 2020 Money market funds included in cash and cash $ 56,907 $ — $ — $ 56,907 SVB warrant liability — — 545 545 The Company remeasures its Common Stock Warrants (as defined below) and Private Placement Warrants (as defined below) at fair value at each reporting period using Level 3 inputs via the Black-Scholes option-pricing model and Binomial Lattice Model, respectively. The valuation of the earnout shares is based on a Monte Carlo simulation. The significant assumptions used in preparing the above models are disclosed in Note 12 Stock Warrants and Note 11 Earnout. All Silicon Valley Bank ("SVB") warrants were exercised in June 2021. There were no transfers between levels during the periods presented. (in thousands) Contingent Private SVB Warrant Fair Value as of January 1, 2020 $ — $ — $ 370 Change in fair value — — 175 Fair Value as of December 31, 2020 $ — $ — $ 545 Fair Value as of January 1, 2021 $ — $ — $ 545 Recognition of liability acquired as part of the Merger 123,129 5,702 — Change in fair value ( 63,407 ) ( 3,056 ) 1,248 Exercise of common stock warrants — — ( 1,793 ) Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — As of December 31, 2020, the fair value of the Company’s debt using Level 2 inputs was approximately $ 4.7 million calculated using a discounted cash flow method. All debt was paid off in January 2021 as disclosed in Note 8 Borrowings. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents held on deposit at one financial institution and accounts receivable. The Company does not require collateral from customers for amounts owed. At December 31, 2021 , one customer represented greater than 10 % of the accounts receivable balance. There were no customers representing greater than 10 % of the accounts receivable balance as of December 31, 2020. For the years ended December 31, 2021 and 2020 , no one customer represented more than 10 % of total revenue. Historically, the Company has not experienced any significant credit loss related to any individual customer. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of net income or loss. Repairs and maintenance costs are expensed as incurred. The cost of property and equipment is depreciated based upon the following asset lives: Asset Classification Estimated Useful Life Machinery and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Computer equipment 3 years Computer software 3 years Furniture and fixtures 3 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant reassessment or that the carrying value of these assets may not be recoverable. When a triggering event is identified, management assesses the recoverability of the asset group, which is the lowest level where identifiable cash flows are largely independent, by comparing the expected undiscounted cash flows of the asset group to the carrying value. When the carrying value is not recoverable and an impairment is determined to exist, the asset group is written down to fair value. The Company did not identify any triggering events or record any impairment during the years ended December 31, 2021 and 2020 . |
Inventory | Inventory Inventory is stated at lower of cost and net realizable value. Cost is based on a standard costing system which approximates the cost on a first in, first out method. The Company regularly reviews inventory for excess and obsolescence and records a provision to write down inventory to its net realizable value when carrying value is in excess of this value. The costs include materials, labor, and manufacturing overhead that relate to the acquisition of raw materials and production into finished goods. The net realizable value considers our intent and ability to utilize the inventory prior to perishing as well as the estimated selling price and costs of completion and sale. We regularly review our inventory on hand, product development plans, and sales forecasts to identify carrying values in excess of net realizable value. |
Cost of Revenue | Cost of Revenue Cost of revenue is primarily comprised of cost of product and software subscriptions, maintenance services, personnel-related costs, third party logistics, warranty and maintenance fulfillment costs, and overhead. For the production of consumables, the Company utilizes its internal manufacturing facilities and personnel, while for the production of the Company’s additive manufacturing hardware, third party manufacturers are utilized. For internally manufactured products, the cost of revenue includes raw material, labor conversion costs, and overhead related to the manufacturing operations, inclusive of associated depreciation. Cost of revenue for maintenance services is comprised of costs associated with the Company’s customer success teams’ provision of remote and on-site support services to customers in addition to the cost of replacement parts. The Company’s cost of revenue also includes indirect costs of providing products and services to its customers. These indirect costs consist primarily of reserves for excess and obsolete inventory and stock- based compensation. |
Research and Development | Research and Development The Company expenses all research and development costs as incurred. These costs consist mainly of employee compensation and other personnel-related costs, product prototypes, facility costs, as well as engineering services |
Sales And Marketing | Sales and Marketing Sales and marketing costs are expensed as incurred and are primarily comprised of personnel-related costs for the Company’s sales and marketing departments, costs related to sales commissions, trades shows, facilities costs, as well as advertising and other demand generating services. Sales and marketing expenses includes advertising costs of $ 6.0 million and $ 3.0 million during 2021 and 2020 , respectively. |
Shipping and Handling Costs | Shipping and Handling Costs The Company recognizes shipping and handling costs in cost of revenue within the consolidated statements of operations and comprehensive income (loss). When shipping and handling services are provided subsequent to the point in time control is transferred, the Company accounts for the shipping and handling services as a fulfillment activity and accrues the related costs. |
Stock Based Compensation | Stock-Based Compensation The Company recognizes expense for stock-based compensation awards based on the estimated fair value of the award on the date of grant, which is amortized on a straight-line basis over the employee’s or director’s requisite service period for service based awards, generally the vesting period of the award. Awards containing market and/or performance conditions are recognized using the graded vesting method, which is an accelerated expense attribution method. The Company uses the Black-Scholes pricing model to estimate the fair value of options on the date of grant. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The Company grants stock options and restricted stock units at exercise prices determined equal to the fair value of common stock on the date of the grant, as determined by the Board of Directors. The fair value of the Company’s common stock at each measurement date prior to the merger was based on a number of factors, including the results of third-party valuations, the Company’s historical financial performance, and observable arms-length sales of the Company’s capital stock including convertible preferred stock, and the prospects of a liquidity event, among other inputs. The computation of expected option life is based on an average of the vesting term and the maximum contractual life of the Company’s stock options, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company estimates an expected forfeiture rate for stock options, which is factored into the determination of stock-based compensation expense. The volatility assumption is based on the historical and implied volatility of the Company’s peer group with similar business models. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield percentage is zero because the Company does not currently pay dividends nor does the Company intend to do so in the future. These estimates involve inherent uncertainties and the use of different assumptions may have resulted in stock-based compensation expense that was different from the amounts recorded. |
Warranty Reserves | Warranty Reserves Substantially all of the Company’s hardware products are covered by a standard assurance warranty of one year. In the event of a failure of a product covered by this warranty, the Company may repair or replace the product, at its option. The Company’s warranty reserve reflects estimated material and labor costs for potential or actual product issues for which the Company expects to incur an obligation. The Company periodically assesses the appropriateness of the warranty reserve and adjusts the amount as necessary. If the data used to calculate the appropriateness of the warranty reserve are not indicative of future requirements, additional or reduced warranty reserves may be necessary. Warranty reserves are included within accrued expenses on the consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 564 $ 1,260 Additions to warranty reserve 529 821 Claims fulfilled ( 435 ) ( 882 ) Change in estimate related to pre-existing warranties — ( 635 ) Balance at end of period $ 658 $ 564 Warranty reserve is recorded through cost of revenue in the consolidated statements of operations and comprehensive income (loss). |
Common Stock | Common Stock The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). Dividends may be declared and paid on common stock from funds lawfully available as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding preferred stock. Through the year ended December 31, 2021 , no dividends had been declared. |
Warrants | Warrants Warrants to purchase the Company’s common stock issued in conjunction with the Company’s former term loan facility debt were recorded as a liability and classified as other liabilities on the consolidated balance sheet as of December 31, 2020. The change in the fair value is recognized in other expense in the consolidated statements of operations and comprehensive income (loss). Warrants to purchase the Company’s Series D convertible preferred stock issued in conjunction with a customer contract were recorded as additional Series D convertible preferred stock and classified as mezzanine equity on the consolidated balance sheet as of December 31, 2020. |
Profit (Loss) Per Share | Profit (Loss) Per Share Basic profit (loss) per common share is calculated by dividing net profit (loss) attributable to common stockholders, less any participating dividends, by the weighted average number of common shares outstanding during the applicable period. Diluted profit (loss) per s hare include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive . See Note 15 for further information. |
Income Tax | Income Taxes The Company files U.S. federal and state tax returns where applicable. The non-U.S. subsidiaries file income tax returns in their respective jurisdictions. The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets or liabilities for the expected future tax consequences based on the differences between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate, in effect when the differences are expected to reverse. Valuation allowances are provided, if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities, and any valuation allowance recorded against those net deferred tax assets. The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. |
Loss Contingencies | Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. |
Segment Information | Segment Information The Company determines its chief operating decision maker (“CODM”) based on the person responsible for making resource allocation decisions. Operating segments are components of the business for which the CODM regularly reviews discrete financial information. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. |
Common Stock Warrant Liabilities | Common Stock Warrant Liabilities The Company assumed 5,374,984 publicly-traded warrants (“Public Warrants”) and 3,150,000 private placement warrants originally issued by AONE (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with AONE’s initial public offering and subsequent overallotment and entitle the holder to purchase one share of the Common Stock at an exercise price of $ 11.50 per share. The Common Stock Warrants became exercisable the later of 30 days after the Company completed the Merger or 12 months from the closing of AONE’s initial public offering, but can be terminated on the earlier of 5 years after the Merger, liquidation of the Company, or the Redemption Date as determined by the Company. During the year ended December 31, 2021 , no Public Warrants or Private Placement Warrants were exercised. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur which would permit a cashless exercise, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public Warrants and Private Placement Warrants and concluded that the Private Placement Warrants do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision that, if applied, could result in a different settlement value for the Private Placement Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” As the Private Placement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive income (loss) at each reporting date as part of change in fair value of derivative liabilities, as described in Note 12. The provisions referenced above are not applicable to the Public Warrants which do not have differing settlement provisions based on the warrant holder. The Public Warrants are not precluded from being considered indexed to the Company’s stock and were recognized at fair value in stockholders’ equity on the closing of the Merger. |
Contingent Earnout Liability | Contingent Earnout Liability In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, A-Star, the sponsor of AONE (the "Sponsor") surrendered 2,610,000 shares ("Sponsor Earnout Shares") and holders of Legacy Markforged equity interests as of Closing (“Eligible Markforged Equityholders”) are entitled to receive as additional merger consideration 14,666,667 shares of the Company’s Common Stock ("Markforged Earnout Shares") upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 11). The contingent obligations to issue Markforged Earnout Shares in respect of Legacy Markforged common stock and release from lock-up Sponsor Earnout Shares are accounted for as liability classified instruments in accordance with Accounting Standards Codification Topic 815-40, as the Earnout Triggering Events that determine the number of Sponsor and Markforged Earnout Shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of common stock of Markforged. The liability was recognized at the reverse recapitalization date and is subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations. Markforged Earnout Shares issuable to employees with vested Legacy Markforged equity awards and Earnout RSUs (as described in the Merger Agreement) issuable to employees with unvested Legacy Markforged equity awards are considered a separate unit of account from the Markforged Earnout Shares issuable in respect of Legacy Markforged common stock and are accounted for as equity classified stock compensation. The Earnout Shares issuable to employees with vested Legacy Markforged equity awards are not subject to a continued service requirement, thus there is no requisite service period and the value of these shares was recognized as a one-time stock compensation expense for the grant date fair value. Earnout RSUs are contingent upon an employee completing a service vesting condition equivalent to the remaining requisite service period of the employee’s unvested Legacy Markforged equity award as of Closing. Expense related to Earnout RSUs is recognized using graded vesting over the requisite service period for the Earnout RSUs. The estimated fair values of the Sponsor Earnout Shares, Markforged Earnout Shares, and Earnout RSUs were determined using a Monte Carlo simulation to model a distribution of potential outcomes on a monthly basis over the five-year Earnout Period as defined in Note 11. The preliminary estimated fair values of Sponsor Earnout Shares, Markforged Earnout Shares, and Earnout RSUs were determined using the most reliable information available, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The contingent earnout liability is categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“the JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as private companies, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as private companies. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non employee Share-Based Payment Accounting (“ASU 2018-07”), which substantially aligns the measurement and classification guidance for share based payments to non employees with the guidance for share based payments to employees. The ASU also clarifies that any share based payment issued to a customer should be evaluated by ASC Topic 606 and the consideration payable to a customer guidance. The new ASU was adopted using a modified retrospective transition approach. The ASU is effective for the Company beginning January 1, 2020 for annual periods and January 1, 2021 for interim periods. The adoption of this standard on January 1, 2020 did not have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements in ASC 820, Fair Value Measurement. After the adoption of this update, an entity will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; the valuation processes for Level 3 fair value measurements. ASU 2018-13 is effective in fiscal years beginning after December 15, 2019. The amendments on changes in unrealized gains and losses are applied prospectively for only the most recent period presented in the initial fiscal year of adoption. The adoption of this standard on January 1, 2020 did not have an impact on the consolidated financial statements of the Company. In November 2019, the FASB issued ASU 2019-08, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer (“ASU 2019-08”), which requires that share based consideration payable to a customer is measured under stock compensation guidance. Under ASU 2019-08, awards issued to customers are measured and classified following the guidance in Topic 718 while the presentation of the fair value of the award is determined following the guidance in ASC 606. ASU 2019-08 is effective in fiscal years beginning after December 15, 2019. The new ASU was adopted using a modified retrospective transition approach. The adoption of this standard on January 1, 2020 did not have an impact on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred where the entity is the customer in a hosting arrangement that is a service contract with those of developing or obtaining internal-use software. These changes become effective for the Company for the fiscal year beginning on January 1, 2021 and interim periods beginning on January 1, 2022, with early adoption permitted. The adoption of this standard on January 1, 2021 did not have a material effect on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxes (“ASU 2019-12”) , which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification 740, Income Taxes . It also clarifies certain aspects of the existing guidance to promote more consistent application. As a result of the ASU, accounting for changes in tax law and year-to-date losses in interim periods will be simplified . These changes became effective for the Company for the fiscal year beginning after December 15, 2020 and interim periods within those fiscal years. The adoption of ASU 2019-12 did not have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). The guidance improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and certain inconsistencies in application. Under current GAAP, an acquirer generally recognizes contract assets acquired and liabilities assumed in a business combination at fair value on the acquisition date. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. The guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. Early adoption is permitted, including in an interim period for which the financial statements have not been issued. If early adopting in an interim period, the Company is required to apply the amendments to all prior business combinations that have occurred since the beginning of the fiscal year that includes the interim period of application. The Company adopted ASU 2021-08 in October 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires immediate recognition of expected credit losses for financial assets carried at amortized cost, including trade and other receivables, loans and commitments, held-to-maturity debt securities and other financial assets, held at the reporting date to be measured based on historical experience, current conditions and reasonable supportable forecasts. The new credit loss model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. These changes become effective for the Company on January 1, 2023. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which improves transparency and comparability among companies by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for all leases with terms longer than twelve months. The new standard also requires lessees to apply a dual approach, classifying leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. These changes become effective for the Company for the fiscal year beginning on January 1, 2022 and interim periods beginning on January 1, 2023, with early adoption permitted. The Company previously disclosed that it would adopt ASU 2016-02 for its 2021 fiscal year; the Company has reevaluated the planned adoption date and has determined it will adopt ASU 2016-02 for its 2022 fiscal year. Although the Company is currently evaluating the method of adoption of this guidance and the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements, it expects changes to its balance sheet due to the recognition of right-of-use assets and lease liabilities related to its leases. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842 , which includes an option to not restate comparative periods in transition and elect to use the effective date of ASC 842, Leases, as the date of initial application of transition. The Company has elected this option and consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the "package of practical expedients", which permits the Company not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company expects to elect the short-term lease recognition exemption for all leases that qualify. This means, for those assets that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Based on its current lease portfolio, the Company estimates that the adoption of this ASU will result in an addition of approximately $ 10.0 - $ 15.0 million in ROU assets and liabilities being reflected on its Consolidated Balance Sheet as of January 1, 2022. |
Merger and Reverse Recapitaliza
Merger and Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Merger And Reverse Recapitalization [Abstract] | |
Schedule of Common Stock Issued Following Consummation of Merger | The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of one, outstanding prior to Merger (1) 26,875,000 Less redemption of one Class A shares subject to possible ( 6,418,667 ) Common stock of one 20,456,333 Shares issued in PIPE 21,000,000 Merger and PIPE financing shares (2) 41,456,333 Legacy Markforged shares (3) 143,795,504 Total shares of common stock immediately after Merger 185,251,837 (1) Includes AONE Class A shareholders 15,081,333 , and AONE Class B shareholders 5,375,000 (2) This includes 2,610,000 contingently forfeitable Sponsor Shares pending the occurrence of the Sponsor Earnout Triggering Event (3) The number of Legacy Markforged shares was determined from the 151,005,831 shares of Legacy Markforged common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Allowance For Doubtful Accounts | The following presents the changes in the balance of the Company’s allowance for doubtful accounts: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 1,070 $ 1,038 Additions 709 834 Write – offs ( 312 ) ( 257 ) Recoveries ( 446 ) ( 545 ) Balance at end of period $ 1,021 $ 1,070 |
Summary of Fair Value Hierarchy of The Valuation | The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation: Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 Total December 31, 2021 Money market funds included in cash and cash $ 286,890 $ — $ — $ 286,890 Contingent earnout liability — — 59,722 59,722 Private placement warrant liability — — 2,646 2,646 December 31, 2020 Money market funds included in cash and cash $ 56,907 $ — $ — $ 56,907 SVB warrant liability — — 545 545 |
Summary of Changes in Fair Value of the Derivative Warrant Liabilities | The Company remeasures its Common Stock Warrants (as defined below) and Private Placement Warrants (as defined below) at fair value at each reporting period using Level 3 inputs via the Black-Scholes option-pricing model and Binomial Lattice Model, respectively. The valuation of the earnout shares is based on a Monte Carlo simulation. The significant assumptions used in preparing the above models are disclosed in Note 12 Stock Warrants and Note 11 Earnout. All Silicon Valley Bank ("SVB") warrants were exercised in June 2021. There were no transfers between levels during the periods presented. (in thousands) Contingent Private SVB Warrant Fair Value as of January 1, 2020 $ — $ — $ 370 Change in fair value — — 175 Fair Value as of December 31, 2020 $ — $ — $ 545 Fair Value as of January 1, 2021 $ — $ — $ 545 Recognition of liability acquired as part of the Merger 123,129 5,702 — Change in fair value ( 63,407 ) ( 3,056 ) 1,248 Exercise of common stock warrants — — ( 1,793 ) Fair Value as of December 31, 2021 $ 59,722 $ 2,646 $ — |
Summary of Property and Equipment Depreciated | The cost of property and equipment is depreciated based upon the following asset lives: Asset Classification Estimated Useful Life Machinery and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Computer equipment 3 years Computer software 3 years Furniture and fixtures 3 years |
Summary of Balance of The Company's Warranty Reserve | Warranty reserves are included within accrued expenses on the consolidated balance sheets. The following table presents changes in the balance of the Company’s warranty reserve: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 564 $ 1,260 Additions to warranty reserve 529 821 Claims fulfilled ( 435 ) ( 882 ) Change in estimate related to pre-existing warranties — ( 635 ) Balance at end of period $ 658 $ 564 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Company's Revenue Based on Nature of Products and Services | The following table disaggregates the Company’s revenue based on the nature of the products and services: Year Ended December 31, (in thousands) 2021 2020 Hardware $ 64,974 $ 52,119 Consumables 19,567 $ 15,498 Services 6,680 $ 4,234 Total Revenue $ 91,221 $ 71,851 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: (in thousands) December 31, December 31, Machinery and equipment $ 6,091 $ 4,761 Leasehold improvements 2,262 2,190 Computer equipment 1,764 1,109 Furniture and fixtures 367 345 Computer software 250 246 Construction in process 1,741 36 Property and equipment, gross 12,475 8,687 Less: Accumulated depreciation ( 6,126 ) ( 4,406 ) Property and equipment, net $ 6,349 $ 4,281 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of the following: (in thousands) December 31, December 31, Raw material $ 853 1,669 Work in process 77 79 Finished goods 9,447 4,805 Total inventory $ 10,377 $ 6,553 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | The following table summarizes the Company’s components of accrued expenses: (in thousands) December 31, December 31, Warranty reserve $ 658 $ 564 Compensation and benefits 4,360 3,100 VAR commissions 265 520 Professional services 1,725 2,907 Marketing and advertising 122 780 Other 281 297 Total accrued expenses $ 7,411 $ 8,168 |
Convertible Preferred Stock, _2
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Convertible Preferred Stock Authorized, Issued and Outstanding | The following table summarizes details of convertible preferred stock authorized, issued and outstanding as of December 31, 2020. The Company has retroactively adjusted the shares issued and outstanding prior to July 14, 2021 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were converted: December 31, 2020 (in thousands, except for share counts) Shares Shares Issued Issuance Net Liquidation Series Seed 18,233,848 17,062,642 $ 0.0649 $ 1,107 $ 1,107 Series A 28,725,920 27,354,298 0.3107 8,437 8,500 Series B 34,391,480 32,749,335 0.4635 15,096 15,180 Series C 14,468,290 13,777,449 2.1775 29,881 30,000 Series D 17,599,646 16,649,077 4.9906 82,976 83,089 Total convertible preferred stock 113,419,184 107,592,801 $ 137,497 $ 137,876 |
Summary of Common Stock Reserved for Future Issuance | The Company has reserved the following shares of common stock for future issuance: December 31, December 31, Common stock options outstanding and unvested RSU 20,267,035 18,493,013 Shares available for issuance under the 2021 plan 21,502,768 — Shares available for issuance under the 2013 plan — 4,427,323 Convertible preferred stock outstanding — 107,592,801 Warrants to purchase Series D convertible preferred stock — 110,211 Common stock warrants outstanding 8,525,000 180,928 Shares available for issuance as Earnout RSU 1,400,000 — Employee stock purchase plan 4,700,000 — Total shares of authorized common stock reserved for future 56,394,803 130,804,276 |
Equity Based Awards (Tables)
Equity Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | Option activity under the plan for the year ended December 31, 2021 is as follows: Number of Weighted- Weighted- Outstanding at December 31, 2020 18,663,466 $ 1.81 8.71 Granted — — Exercised ( 2,020,709 ) 0.98 Forfeited ( 713,278 ) 1.93 Outstanding at December 31, 2021 15,929,479 $ 1.91 7.89 Options exercisable at December 31, 2021 7,208,521 $ 1.66 7.28 |
Summary of Additional information Regarding Exercise of Stock Options | Additional information regarding the exercise of stock options is as follows: Year Ended December 31, (in thousands, except weighted average) 2021 2020 Weighted-average grant date fair value of options $ — $ 1.28 Intrinsic value of options exercised 17,614 4,455 Cash received from options exercised 1,967 1,131 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In the year ended December 31, 2021 the Company did no t grant any options to purchase shares of Common Stock. In the year ended December 31, 2020, the Company granted optio ns to purchase 9,890,563 shares of comm on stock with an aggregate fair value of $ 12.7 million, calculated via the Black-Scholes option pricing model (see Note 3) using the following assumptions: Year Ended Expected option term (in years) 5.86 Expected volatility% 53.1 % Risk-free interest rate% 0.56 % Expected dividend yield% — % Fair value of common stock (per share) $ 2.36 |
Summary of Restricted Stock Units Activity | The following table summarizes the RSU activity for the year ended December 31, 2021: Number of Weighted- Outstanding at December 31, 2020 — $ — Granted (1) 4,543,074 9.20 Vested ( 106,800 ) 9.90 Forfeited ( 98,718 ) 9.11 Unvested at December 31, 2021 4,337,556 $ 9.32 (1) Includes 80,000 shares awarded to non-employee directors that have not vested as of December 31, 2021. |
Summary of Recognized Stock-based Compensation Expense | The stock-based compensation expense for stock-based awards and earnout shares was recognized in the following captions within the consolidated statements of operations and comprehensive income (loss): Year Ended December 31, (in thousands) 2021 2020 Cost of revenue $ 515 $ 589 Sales and marketing 2,395 578 Research and development 4,614 693 General and administrative 11,406 709 Total stock-based compensation expense $ 18,930 $ 2,569 |
Earnout (Tables)
Earnout (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Number of Earnout Shares Allocated to Unit of Account | The following table summarizes the number of Earnout Shares allocated to each unit of account as o f December 31, 2021: Triggering Event I Earnout Shares Triggering Event II Earnout Shares Contingent earnout liability 7,144,325 5,953,595 Stock compensation 855,675 713,072 Total Earnout Shares 8,000,000 6,666,667 |
Assumptions Used In The Valuation | The following table describes the assumptions used in the valuation: December 31, July 14, 2021 2021 Current stock price $ 5.37 $ 8.56 Expected volatility 70.00 % 70.00 % Risk-free interest rate 1.19 % 0.85 % Dividend rate — % — % Expected term (years) 4.54 5.00 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subsidiary Sale Of Stock [Line Items] | |
Summary of Fair Value Hierarchy of The Valuation | The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation: Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 Total December 31, 2021 Money market funds included in cash and cash $ 286,890 $ — $ — $ 286,890 Contingent earnout liability — — 59,722 59,722 Private placement warrant liability — — 2,646 2,646 December 31, 2020 Money market funds included in cash and cash $ 56,907 $ — $ — $ 56,907 SVB warrant liability — — 545 545 |
Common Stock Warrants [Member] | |
Subsidiary Sale Of Stock [Line Items] | |
Summary of Black- Scholes model using the following inputs | The inputs below correspond to June 10, 2021, the date of exercise: June 10, December 31, Expected (remaining) option term (in years) 3.69 4.13 Expected volatility% 65.0 % 55.4 % Risk-free interest rate% 0.45 % 0.36 % Expected dividend yield% — % — % Fair value of common stock (per share) $ 9.51 $ 2.93 |
Private Placement [Member] | |
Subsidiary Sale Of Stock [Line Items] | |
Summary of Fair Value Hierarchy of The Valuation | The Private Placement Warrants were valued using the following assumptions under the Binomial Lattice Model December 31, July 14, Market price of public stock $ 5.37 $ 8.56 Exercise price $ 11.50 $ 11.50 Expected term (years) 4.53 5.01 Volatility 56.0 % 39.1 % Risk-free interest rate 1.19 % 0.85 % Dividend rate 0.0 % 0.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Company's Profit (Loss) Before Income Taxes and Tax Provisions | The components of the Company’s profit (loss) before income taxes are as follows: Year Ended December 31, (in thousands) 2021 2020 Profit (loss) before income taxes: Domestic $ 3,685 $ ( 18,269 ) Foreign 226 395 Total $ 3,911 $ ( 17,874 ) The components of the income tax provision are as follows: Year Ended December 31, (in thousands) 2021 2020 Current Provision Federal $ — $ — State 1 5 Foreign 55 106 Total current provision 56 111 Deferred Provision Federal — — State — — Foreign — — Total deferred provision — — Total income tax expense $ 56 $ 111 |
Schedule of Overall Effective Income Tax Rate | The overall effective tax rate differs from the statutory federal tax rate as follows: Year Ended December 31, % of Pretax Profit (Loss) 2021 2020 Statutory US federal rate 21.00 % 21.00 % State income taxes, net of federal benefit ( 51.05 ) 1.85 Stock-based compensation 26.08 ( 1.06 ) Nondeductible expenses 1.44 ( 0.61 ) Global intangible low-taxed income 1.17 ( 0.46 ) Fair market value change in warrants and earn out liabilities ( 337.50 ) — Transaction costs ( 25.85 ) — Officer's compensation (162(m)) 26.36 — Research and development credits ( 11.95 ) 3.48 Valuation allowance 356.34 ( 25.18 ) Change in statutory tax rate ( 3.26 ) ( 0.20 ) Other rate items ( 1.39 ) 0.24 Effective tax rate 1.39 % ( 0.94 )% |
Schedule of Components of the Company's Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets are as follows: December 31, (in thousands) 2021 2020 Deferred tax assets Amortization 174 23 Deferred revenue 577 318 Deferred expenses 446 280 Reserves 647 560 Accrued expenses 369 453 Stock compensation 2,138 372 Uniform capitalization 74 45 Net operating losses 27,846 16,266 Research and development credits 3,717 3,232 Gross deferred tax assets $ 35,988 $ 21,546 Less: Valuation allowance ( 36,009 ) ( 21,507 ) Deferred tax liabilities Depreciation 21 ( 39 ) Unrealized foreign currency loss — ( 3 ) Net deferred tax assets — $ — |
Schedule of Deferred Income Tax Asset Valuation Allowance | The following table presents the changes in the balance of the Company’s deferred income tax asset valuation allowance: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of year $ 21,466 $ 17,001 Additions charged to expense 14,543 4,465 Balance at end of year $ 36,009 $ 21,466 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum lease payments under these agreements are as follows: (in thousands) Amount 2022 $ 5,499 2023 8,314 2024 7,507 2025 7,594 2026 7,775 After 2027 31,412 Total future minimum lease payments $ 68,101 |
Net Profit (Loss) Per Share (Ta
Net Profit (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The Company computes basic net profit (loss) per share using net profit (loss) attributable to the Company’s common stockholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. Year Ended December 31, (in thousands, except per share amounts) 2021 2020 Numerator: Net profit (loss) and comprehensive income $ 3,855 $ ( 17,985 ) Deemed dividend - redemption of common stock — ( 826 ) Net profit (loss) attributable to common $ 3,855 $ ( 18,811 ) Denominator: Weighted average shares outstanding - Basic 108,088,115 38,336,659 Add: Weighted average unvested options 5,875,309 — Weighted average shares outstanding - Diluted 113,963,424 38,336,659 Net profit (loss) per common share: Basic $ 0.04 $ ( 0.49 ) Diluted $ 0.03 ( 0.49 ) |
Summary of Dilutive Securities are Excluded from the Denominator | : Year Ended December 31, 2021 2020 Convertible preferred stock — 107,592,801 Unvested RSUs 4,337,556 — Unvested awards — 14,016,486 Warrants 8,525,000 180,928 Contingently issuable earnout shares 14,666,667 — Total 27,529,223 121,790,215 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Disaggregated Revenue Data for Those Markets | The Company measures revenue based on the physical location of where the customer who is receiving the promised goods or service is located. Disaggregated revenue data for those markets is as follows: Year Ended (in thousands) 2021 2020 Americas $ 48,516 $ 40,837 EMEA 25,592 19,214 APAC 17,113 11,800 Total $ 91,221 $ 71,851 |
Organization, Nature of the B_2
Organization, Nature of the Business, and Risks and Uncertainties - Additional Information (Detail) - AONE [Member] $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Subsidiary Sale Of Stock [Line Items] | |
Cash held in trust | $ 132.5 |
Partners' Capital Account, Redemptions | 64.2 |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 210 |
Shares Issued, Price Per Share | $ / shares | $ 10 |
Cash on hand | $ 45 |
Business Acquisition, Transaction Costs | 27.1 |
Proceeds from Divestiture of Businesses, Net of share purchases | $ 288.8 |
Merger and Reverse Recapitali_2
Merger and Reverse Recapitalization - Additional Information (Detail) $ / shares in Units, $ in Millions | Jul. 14, 2021USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 143,795,504 | |||
Common stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Business acquisition common stock exchange ratio | 0.9522514 | |||
Common stock reserved for future issuance | 56,394,803 | 130,804,276 | ||
Common stock, Shares issued | 185,993,058 | 39,510,108 | ||
Common stock, Shares outstanding | 5,220,000 | |||
Proceeds From Merger Including Contribution Cash Held In Trust | $ | $ 360.9 | |||
Proceeds from Contributions from Affiliates | $ | 215.1 | |||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | $ | 64.2 | |||
Cash In Connection With PIPE Financing | $ | 210 | |||
Payments for Merger Related Costs | $ | 34.5 | |||
General and Administrative Expense [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments for Merger Related Costs | $ | $ 2 | |||
PIPE[Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 21,000,000 | |||
Sponsor [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares outstanding | 2,610,000 | |||
Subscription Agreements [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 21,000,000 | |||
Common stock, share price | $ / shares | $ / shares | $ 10 | |||
Proceeds from issuance of private placement | $ | $ | $ 210 | |||
Stock Options [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock reserved for future issuance | 18,434,577 | |||
Stock Options and Restricted Stock Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock reserved for future issuance | 24,065,423 | |||
Common Stock and Restricted Stock Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock reserved for future issuance | 16,066,667 | |||
Markforged [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, share price | $ / shares | $ / shares | $ 10 | |||
Payments for Merger Related Costs | $ | $ 16 | |||
AONE [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares outstanding | [1] | 26,875,000 | ||
Payments for Merger Related Costs | $ | $ 18.5 | |||
AONE [Member] | PIPE[Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 41,456,333 | |||
Series Seed Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 17,918,211 | |||
Series A Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 28,725,920 | |||
Series B Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 34,391,480 | |||
Series C Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 14,468,290 | |||
Series D Convertible Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred stock converted into shares | 17,305,052 | |||
[1] | Includes AONE Class A shareholders 15,081,333 , and AONE Class B shareholders 5,375,000 |
Merger and Reverse Recapitali_3
Merger and Reverse Recapitalization - Schedule of Common Stock Issued Following Consummation of Merger (Details) - shares | Dec. 31, 2021 | Jul. 14, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Common stock, Shares outstanding | 5,220,000 | |||
Common stock, Shares issued | 185,993,058 | 39,510,108 | ||
Legacy Markforged shares (3) | [1] | 143,795,504 | ||
Total shares of common stock immediately after Merger | 185,251,837 | |||
PIPE[Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 21,000,000 | |||
Merger and PIPE financing shares (2) | [2] | 41,456,333 | ||
AONE [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares outstanding | [3] | 26,875,000 | ||
Less redemption of one Class A shares subject to possible redemption | (6,418,667) | |||
Common stock of one | 20,456,333 | |||
AONE [Member] | PIPE[Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Shares issued | 41,456,333 | |||
[1] | The number of Legacy Markforged shares was determined from the 151,005,831 shares of Legacy Markforged common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down. | |||
[2] | This includes 2,610,000 contingently forfeitable Sponsor Shares pending the occurrence of the Sponsor Earnout Triggering Event | |||
[3] | Includes AONE Class A shareholders 15,081,333 , and AONE Class B shareholders 5,375,000 |
Merger and Reverse Recapitali_4
Merger and Reverse Recapitalization - Schedule of Common Stock Issued Following Consummation of Merger (Parenthetical) (Details) | Jul. 14, 2021shares |
Business Acquisition [Line Items] | |
Common stock, Shares outstanding | 5,220,000 |
Contingently forfeitable shares | 2,610,000 |
Convertible Legacy Markforged Shares | 151,005,831 |
Common Class A [Member] | |
Business Acquisition [Line Items] | |
Common stock, Shares outstanding | 15,081,333 |
Common Class B [Member] | |
Business Acquisition [Line Items] | |
Common stock, Shares outstanding | 5,375,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Allowance For Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 1,070 | $ 1,038 |
Additions | 709 | 834 |
Write – offs | (312) | (257) |
Recoveries | (446) | (545) |
Balance at end of period | $ 1,021 | $ 1,070 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Fair Value Hierarchy of The Valuation (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Line Items] | ||
Contingent earnout liability | $ 59,722 | |
SVB [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Warrant liability | $ 545 | |
Private Placement [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Warrant liability | 2,646 | |
Money Market Funds [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Money market funds included in cash and cash equivalents | 286,890 | 56,907 |
Level 1 | Money Market Funds [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Money market funds included in cash and cash equivalents | 286,890 | 56,907 |
Level 3 | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Contingent earnout liability | 59,722 | |
Level 3 | SVB [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Warrant liability | $ 545 | |
Level 3 | Private Placement [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Warrant liability | $ 2,646 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Changes in Fair Value of the Derivative Warrant Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contingent Earnout Liability [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Change in fair value | $ (63,407) | |
Fair Value, Ending Balance | 59,722 | |
Recognition of liability acquired as part of the Merger | 123,129 | |
Private Placement Warrant Liability [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Change in fair value | (3,056) | |
Fair Value, Ending Balance | 2,646 | |
Recognition of liability acquired as part of the Merger | 5,702 | |
SVB Warrant Liability [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair Value, Beginning Balance | 545 | $ 370 |
Change in fair value | 1,248 | 175 |
Fair Value, Ending Balance | $ 545 | |
Exercise of common stock warrants | $ (1,793) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Customer$ / sharesshares | Dec. 31, 2020USD ($)Customer | Jan. 01, 2022USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Advertising cost | $ 6,000 | $ 3,000 | ||
Divident Declared | $ 0 | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Right-of-Use Asset | $ 10,000 | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Right-of-Use Asset | $ 15,000 | |||
AONE [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of Securities Called by Each Warrant | shares | 1 | 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 11.50 | ||
Public Warrants [Member] | AONE [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Class of Warrant or Right, Outstanding | shares | 5,374,984 | 5,374,984 | ||
Private Placement [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of Warrants Exercised | shares | 0 | |||
Private Placement [Member] | AONE [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Class of Warrant or Right, Outstanding | shares | 3,150,000 | 3,150,000 | ||
Sponsor Earnout Shares [Member] | AONE [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Shares Surrendered Under Reverse Recapitalization | shares | 2,610,000 | |||
Markforged Earnout Shares [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Additional Merger Consideration Shares | shares | 14,666,667 | |||
Accounts Receivable [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of customer | Customer | 1 | 0 | ||
Revenue Benchmark [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of customer | Customer | 0 | 0 | ||
Customer Concentration Risk | Accounts Receivable [Member] | Cash and Cash Equivalents | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||
Customer Concentration Risk | Revenue Benchmark [Member] | Cash and Cash Equivalents | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||
Restricted Stock Units R S U [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase in Stock based Compensation | $ 1,600 | |||
Increase in additional paid in capital | $ 1,600 | |||
Level 2 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 4,700 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies -Schedule of Estimated Future Life of Property (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | 5 years |
Leasehold improvements [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | Shorter of estimated useful life or remaining lease term |
Computer equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | 3 years |
Computer Software [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | 3 years |
Furniture and fixtures [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Machinery and equipment | 3 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Balance of The Company's Warranty Reserve (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 564 | $ 1,260 |
Additions to warranty reserve | 529 | 821 |
Claims fulfilled | (435) | (882) |
Change in estimate related to pre-existing warranties | 0 | (635) |
Balance at end of period | $ 658 | $ 564 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | ||
Revenue recognized from deferred revenue | $ 5.9 | $ 2.1 |
Contractual obligation recognized in remainder of 2022 | 6.3 | |
Contractual obligation recognized in 2023 | 2.4 | |
Contractual obligation recognized in 2024 | 1.1 | |
Contractual obligation recognized thereafter | $ 0.2 | |
Amortization Period | 1 year |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue Based on Nature of Products and Services (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 91,221 | $ 71,851 |
Hardware [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 64,974 | 52,119 |
Consumables [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 19,567 | 15,498 |
Service [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 6,680 | $ 4,234 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,475 | $ 8,687 |
Less: Accumulated depreciation | (6,126) | (4,406) |
Property and equipment, net | 6,349 | 4,281 |
Machinery and equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,091 | 4,761 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,262 | 2,190 |
Computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,764 | 1,109 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 367 | 345 |
Computer Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 250 | 246 |
Construction in process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,741 | $ 36 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 1,700 | $ 1,800 |
Property, Plant and Equipment, Disposals | $ 0 | $ 100 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Net [Abstract] | ||
Raw material | $ 853 | $ 1,669 |
Work in process | 77 | 79 |
Finished goods | 9,447 | 4,805 |
Total inventory | $ 10,377 | $ 6,553 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory Valuation Reserves | $ 1 | $ 0.8 |
Impairment of finished goods | 0.8 | |
Impairment of raw materials | $ 0.2 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Warranty reserve | $ 658 | $ 564 |
Compensation and benefits | 4,360 | 3,100 |
VAR commissions | 265 | 520 |
Professional services | 1,725 | 2,907 |
Marketing and advertising | 122 | 780 |
Other | 281 | 297 |
Total accrued expenses | $ 7,411 | $ 8,168 |
Borrowings - Additional Informa
Borrowings - Additional Information (Detail) - Ppp Loan In The Form Of Notes [Member] - Pay Check Protection Program The Ppp [Member] - USD ($) | Apr. 10, 2020 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt instrument, Face amount | $ 5,000,000 | |
Debt instrument, Maturity date | Apr. 21, 2022 | |
Debt instrument, Interest rate effective percentage | 1.00% | |
Debt instrument, Frequency of periodic payment | payable monthly commencing on November 22, 2020 | |
Debt instrument, Date of first required payment | Nov. 22, 2020 | |
Debt instrument, Prepayment penalties | $ 0 |
Convertible Preferred Stock, _3
Convertible Preferred Stock, Common Stock and Stockholders' Equity Deficit - Summary of Convertible Preferred Stock Authorized, Issued and Outstanding (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2020USD ($)$ / sharesshares |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 113,419,184 |
Shares Issued and Outstanding | shares | 107,592,801 |
Net Carrying Value | $ | $ 137,497 |
Liquidation Preference | $ | $ 137,876 |
Series Seed Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 18,233,848 |
Shares Issued and Outstanding | shares | 17,062,642 |
Issuance Price Per Share | $ / shares | $ 0.0649 |
Net Carrying Value | $ | $ 1,107 |
Liquidation Preference | $ | $ 1,107 |
Series A Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 28,725,920 |
Shares Issued and Outstanding | shares | 27,354,298 |
Issuance Price Per Share | $ / shares | $ 0.3107 |
Net Carrying Value | $ | $ 8,437 |
Liquidation Preference | $ | $ 8,500 |
Series B Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 34,391,480 |
Shares Issued and Outstanding | shares | 32,749,335 |
Issuance Price Per Share | $ / shares | $ 0.4635 |
Net Carrying Value | $ | $ 15,096 |
Liquidation Preference | $ | $ 15,180 |
Series C Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 14,468,290 |
Shares Issued and Outstanding | shares | 13,777,449 |
Issuance Price Per Share | $ / shares | $ 2.1775 |
Net Carrying Value | $ | $ 29,881 |
Liquidation Preference | $ | $ 30,000 |
Series D Convertible Preferred Stock [Member] | |
Schedule Of Convertible Preferred Stock [Line Items] | |
Shares Authorized | shares | 17,599,646 |
Shares Issued and Outstanding | shares | 16,649,077 |
Issuance Price Per Share | $ / shares | $ 4.9906 |
Net Carrying Value | $ | $ 82,976 |
Liquidation Preference | $ | $ 83,089 |
Convertible Preferred Stock, _4
Convertible Preferred Stock, Common Stock and Stockholders' Equity Deficit - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Stock repurchased during period shares | 4,499,998 | |
Additional Stock repurchased during period shares | 250,471 | |
Fair value per share | $ 4.52 | |
Legacy Markforged Common Stock [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Stock repurchased during period shares | 4,499,998 | |
Common stock repurchase price per share | $ 10 |
Convertible Preferred Stock, _5
Convertible Preferred Stock, Common Stock and Stockholders' Equity Deficit - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 56,394,803 | 130,804,276 |
Common stock options outstanding and unvested RSU [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 20,267,035 | 18,493,013 |
Shares available for issuance under the 2021 plan [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 21,502,768 | 0 |
Shares available for issuance under the 2013 plan [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 0 | 4,427,323 |
Convertible preferred stock outstanding [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 0 | 107,592,801 |
Warrants to purchase Series D convertible preferred stock [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 0 | 110,211 |
Common stock warrants outstanding [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 8,525,000 | 180,928 |
Shares available for issuance as Earnout RSU [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 1,400,000 | 0 |
Employee Stock Purchase Plan [Member] | ||
Schedule Of Convertible Preferred Stock [Line Items] | ||
Total shares of authorized common stock reserved for future issuance | 4,700,000 | 0 |
Equity Based Awards - Additiona
Equity Based Awards - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 14, 2021 | |
Common stock reserved for future issuance | 56,394,803 | 130,804,276 | |
Share-based payment award, Aggregate intrinsic value of option outstanding | $ 55,200,000 | ||
Stock based compensation expense | 18,930,000 | $ 2,569,000 | |
RSUs that vested, Shares | 1,100,000 | ||
Earnout [Member] | |||
Stock based compensation expense | 7,000,000 | ||
Share-based payment award, Compensation cost not yet recognized | 7,300,000 | ||
Stock Options [Member] | |||
Share-based payment award, Compensation cost not yet recognized | $ 8,800,000 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 4 months 24 days | ||
Maximum [Member] | Earnout [Member] | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 6 months | ||
2013 Stock Plan [Member] | |||
Share-based payment award, Vested and expected to vest shares outstanding | 15,441,424 | ||
Share-based payment award, options grants to purchase shares | 0 | 9,890,563 | |
Share-based payment award, Fair value of option granted | $ 12,700,000 | ||
2021 Stock Option Plan [Member] | |||
Common stock reserved for future issuance | 21,502,768 | ||
Stock option and incentive plan description | Under the 2021 Plan, the Company can grant stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, cash-based awards, and dividend equivalent rights. The 2021 Plan provides that an additional number of shares of common stock will automatically be added to the shares of common stock authorized for issuance under the 2021 Plan on January 1 of each year. The number of shares of common stock added each year will be equal to (i) 5% of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year or (ii) such lesser amount as determined by the Company’s Board of Directors. | ||
Vesting Percentage | 25.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | ||
2021 Stock Option Plan [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 12 months | ||
2021 ESPP | |||
Common stock reserved for future issuance | 4,700,000 | ||
2021 employee stock purchase plan description | At each offering period, the eligible employees will have the option to acquire common stock at a discount of up to 15% of the lesser of the Company’s common stock price on (i) the first trading day of the offering period or (ii) the last day of the offering period. The offering periods under the 2021 ESPP are not to exceed 27 months between periods. On January 1 of each subsequent year under the plan, the number of shares available for issuance under the plan will be increased by the lesser of (i) 4,700,000 shares of common stock, (ii) one percent of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year, or (iii) number of shares of common stock determined by the Company. | ||
Authorize payroll deductions rate under plan minimum | 1.00% | ||
Authorize payroll deductions rate under plan maximum | 15.00% | ||
Share-based compensation, number of shares available for grant | 0 | ||
Recognized stock compensation expense | $ 0 | ||
2021 ESPP | Maximum [Member] | |||
Authorize payroll deductions amount under plan | 25,000 | ||
Stock Options and Restricted Stock Units [Member] | |||
Common stock reserved for future issuance | 24,065,423 | ||
Stock based compensation expense | 11,900,000 | $ 2,600,000 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based payment award, Compensation cost not yet recognized | $ 33,700,000 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 7 months 6 days |
Equity Based Awards - Summary o
Equity Based Awards - Summary of Stock Option Activity (Detail) - 2013 Stock Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Outstanding | 18,663,466 | |
Granted | 0 | |
Exercised | (2,020,709) | |
Forfeited | (713,278) | |
Number of Options, Outstanding | 15,929,479 | 18,663,466 |
Number of Options, Options exercisable | 7,208,521 | |
Weighted-Average Exercise Price, Outstanding | $ 1.81 | |
Granted | 0 | |
Exercised | 0.98 | |
Forfeited | 1.93 | |
Weighted-Average Exercise Price, Outstanding | 1.91 | $ 1.81 |
Weighted-Average Exercise Price, Options exercisable | $ 1.66 | |
Weighted-Average Remaining Contractual Life, Outstanding | 7 years 10 months 20 days | 8 years 8 months 15 days |
Weighted-Average Remaining Contractual Life, exercisable | 7 years 3 months 10 days |
Equity Based Awards - Summary_2
Equity Based Awards - Summary of Additional Information Regarding Exercise of Stock Options (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Line Items] | ||
Cash received from options exercised | $ 1,967 | $ 1,131 |
2013 Stock Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Line Items] | ||
Weighted-average grant date fair value of options granted | $ 0 | $ 1.28 |
Intrinsic value of options exercised | $ 17,614 | $ 4,455 |
Cash received from options exercised | $ 1,967 | $ 1,131 |
Equity Based Awards - Schedule
Equity Based Awards - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - $ / shares | Jul. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | |||
Expected option term (in years) | 5 years | 4 years 6 months 14 days | |
Expected volatility | 70.00% | 70.00% | |
Risk-free interest rate | 0.85% | 1.19% | |
Expected dividend yield | 0.00% | 0.00% | |
Fair value of common stock (per share) | $ 8.56 | $ 5.37 | |
2013 Stock Plan [Member] | |||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | |||
Expected option term (in years) | 5 years 10 months 9 days | ||
Expected volatility | 53.10% | ||
Risk-free interest rate | 0.56% | ||
Expected dividend yield | 0.00% | ||
Fair value of common stock (per share) | $ 2.36 |
Equity Based Awards - Summary_3
Equity Based Awards - Summary of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended | |
Dec. 31, 2021$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding at December 31, 2020 | shares | 0 | |
Number of Shares, Granted | shares | 4,543,074 | [1] |
Number of Shares, Vested | shares | (106,800) | |
Number of Shares, Forfeited | shares | (98,718) | |
Number of Shares, Unvested at December 31, 2021 | shares | 4,337,556 | |
Weighted- Average Grant Date Fair Value, Outstanding at December 31, 2020 | $ / shares | $ 0 | |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 9.20 | [1] |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | 9.90 | |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 9.11 | |
Weighted- Average Grant Date Fair Value, Unvested at December 31, 2021 | $ / shares | $ 9.32 | |
[1] | Includes 80,000 shares awarded to non-employee directors that have not vested as of December 31, 2021. |
Equity Based Awards - Summary_4
Equity Based Awards - Summary of Restricted Stock Units Activity (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2021shares | |
Non Emplyee Directors [Member] | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Number of Shares, Vested | 80,000 |
Equity Based Awards - Summary_5
Equity Based Awards - Summary of Recognized Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 18,930 | $ 2,569 |
Cost of revenue [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 515 | 589 |
Sales and marketing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 2,395 | 578 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 4,614 | 693 |
General and Administrative Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 11,406 | $ 709 |
Earnout - Additional Informatio
Earnout - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021TradingDays$ / sharesshares | Jul. 14, 2021$ / shares | Dec. 31, 2020shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Earnout Period | 5 years | ||
Common stock, Shares issued | shares | 185,993,058 | 39,510,108 | |
Market price of public stock | $ / shares | $ 5.37 | $ 8.56 | |
Triggering Event I [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, Shares issued | shares | 8,000,000 | ||
Common Stock Convertible, Stock Price Trigger | $ / shares | $ 12.50 | ||
Common Stock Convertible Threshold Trading Days | TradingDays | 20 | ||
Common Stock Convertible Threshold Consecutive Trading Days | TradingDays | 30 | ||
Common Stock Pro-Rata Distribution Basis Ratio | 50 | ||
Market price of public stock | $ / shares | $ 3.95 | 8.04 | |
Triggering Event II [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, Shares issued | shares | 6,666,667 | ||
Common Stock Convertible, Stock Price Trigger | $ / shares | $ 15 | ||
Common Stock Convertible Threshold Trading Days | TradingDays | 20 | ||
Common Stock Convertible Threshold Consecutive Trading Days | TradingDays | 30 | ||
Common Stock Pro-Rata Distribution Basis Ratio | 50 | ||
Market price of public stock | $ / shares | $ 3.63 | $ 7.66 | |
Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Surrendered Under Reverse Recapitalization | shares | 2,610,000 | ||
Eligible Mark Forged Equity Holders | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, Shares issued | shares | 14,666,667 |
Earnout - Summary of the number
Earnout - Summary of the number of Earnout Shares allocated to each unit of account (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Triggering Event I Earnout Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Contingent earnout liability | 7,144,325 |
Stock compensation | 855,675 |
Total Earnout Shares, Total | 8,000,000 |
Triggering Event I I Earnout Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Contingent earnout liability | 5,953,595 |
Stock compensation | 713,072 |
Total Earnout Shares, Total | 6,666,667 |
Earnout - Assumptions used in t
Earnout - Assumptions used in the valuation (Details) - $ / shares | Jul. 14, 2021 | Dec. 31, 2021 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Fair value of common stock (per share) | $ 8.56 | $ 5.37 |
Expected volatility | 70.00% | 70.00% |
Risk-free interest rate | 0.85% | 1.19% |
Expected dividend yield | 0.00% | 0.00% |
Expected option term (in years) | 5 years | 4 years 6 months 14 days |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 14, 2021 | Jan. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2015 |
Common stock, Shares issued | 185,993,058 | 39,510,108 | |||||
Warrants recognized liability at fair value | $ (1,808) | $ 175 | |||||
Public Warrant [Member] | |||||||
Warrants recognized in Shareholder equity Fair Value | $ 9,700 | ||||||
Warrant [Member] | |||||||
Common stock, Shares issued | 179,572 | ||||||
Warrants And Rights Exercised and Expiry Date | Sep. 24, 2029 | ||||||
Warrant [Member] | Loan Agreement [Member] | Right To Purchase Shares Of Common Stock [Member] | |||||||
Class of warrants and rights issued during period, Shares | 180,928 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.06 | ||||||
Loan agreement termination date | Jan. 1, 2018 | ||||||
Warrants and Rights Outstanding, Maturity Date | Feb. 17, 2025 | ||||||
Class of warrants and rights, Exercise price of warrants and rights | $ 0.06 | ||||||
Warrant [Member] | Development Agreement [Member] | Right To Purchase Shares Series D Convertible Preferred Stock [Member] | |||||||
Class of warrants and rights issued during period, Shares | 280,528 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | ||||||
Class of warrants and rights, Exercise price of warrants and rights | $ 0.0001 | ||||||
Class of warrants of rights, Number of warrants or rights vested during period | 110,212 | 140,260 | |||||
Increase or decrease derivative liabilities | $ 600 | $ 700 | |||||
Class of warrants or rights non vested outstanding | 0 | ||||||
Warrant [Member] | Private Placement [Member] | |||||||
Warrants recognized liability at fair value | $ 5,700 | $ 2,600 | |||||
Warrant [Member] | Private Placement [Member] | Fair value of derivative liabilities | |||||||
Warrants recognized liability at fair value | $ 3,100 |
Stock Warrants - Summary of Bla
Stock Warrants - Summary of Black- Scholes model using the following inputs (Detail) - $ / shares | Jul. 14, 2021 | Jun. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Expected option term (in years) | 5 years | 4 years 6 months 14 days | ||
Expected volatility | 70.00% | 70.00% | ||
Risk-free interest rate | 0.85% | 1.19% | ||
Expected dividend yield | 0.00% | 0.00% | ||
Fair value of common stock (per share) | $ 8.56 | $ 5.37 | ||
Warrant [Member] | Expected (remaining) option term (in years) | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Expected option term (in years) | 3 years 8 months 8 days | 4 years 1 month 17 days | ||
Warrant [Member] | Expected volatility | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Expected volatility | 65.00% | 55.40% | ||
Warrant [Member] | Risk-free interest rate | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Risk-free interest rate | 0.45% | 0.36% | ||
Warrant [Member] | Expected dividend yield | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | ||
Warrant [Member] | Fair value of common stock (per share) | Fair Value, Inputs, Level 3 [Member] | ||||
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||||
Fair value of common stock (per share) | $ 9.51 | $ 2.93 |
Stock Warrants - Schedule of Pr
Stock Warrants - Schedule of Private Placement Warrants Valued Under Binomial Lattice Model (Details) - $ / shares | Jul. 14, 2021 | Dec. 31, 2021 |
Subsidiary Sale Of Stock [Line Items] | ||
Market price of public stock | $ 8.56 | $ 5.37 |
Expected term (years) | 5 years | 4 years 6 months 14 days |
Volatility | 70.00% | 70.00% |
Risk-free interest rate | 0.85% | 1.19% |
Dividend rate | 0.00% | 0.00% |
Private Placement [Member] | Warrant [Member] | ||
Subsidiary Sale Of Stock [Line Items] | ||
Market price of public stock | $ 8.56 | $ 5.37 |
Exercise price | $ 11.50 | $ 11.50 |
Expected term (years) | 5 years 3 days | 4 years 6 months 10 days |
Volatility | 39.10% | 56.00% |
Risk-free interest rate | 0.85% | 1.19% |
Dividend rate | 0.00% | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Company's Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Profit (loss) before income taxes: | ||
Domestic | $ 3,685 | $ (18,269) |
Foreign | 226 | 395 |
Profit (loss) before income taxes | $ 3,911 | $ (17,874) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of the Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current Provision | ||
Federal | $ 0 | $ 0 |
State | 1 | 5 |
Foreign | 55 | 106 |
Total current provision | 56 | 111 |
Deferred Provision | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred provision | 0 | 0 |
Total income tax expense | $ 56 | $ 111 |
Income Taxes - Schedule of Over
Income Taxes - Schedule of Overall Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory US federal rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | (51.05%) | 1.85% |
Stock-based compensation | 26.08% | (1.06%) |
Nondeductible expenses | 1.44% | (0.61%) |
Global intangible low-taxed income | 1.17% | (0.46%) |
Fair market value change in warrants and earn out liabilities | (337.50%) | |
Transaction costs | (25.85%) | |
Officer's compensation (162(m)) | 26.36% | |
Research and development credits | (11.95%) | 3.48% |
Valuation allowance | 356.34% | (25.18%) |
Change in statutory tax rate | (3.26%) | (0.20%) |
Other rate items | (1.39%) | 0.24% |
Effective tax rate | 1.39% | (0.94%) |
Income Taxes - Schedule of Co_3
Income Taxes - Schedule of Components of the Company's Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Amortization | $ 174 | $ 23 |
Deferred revenue | 577 | 318 |
Deferred expenses | 446 | 280 |
Reserves | 647 | 560 |
Accrued expenses | 369 | 453 |
Stock compensation | 2,138 | 372 |
Uniform capitalization | 74 | 45 |
Net operating losses | 27,846 | 16,266 |
Research and development credits | 3,717 | 3,232 |
Gross deferred tax assets | 35,988 | 21,546 |
Less: Valuation allowance | (36,009) | (21,507) |
Deferred tax liabilities | ||
Depreciation | 21 | (39) |
Unrealized foreign currency loss | 0 | (3) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory US federal rate | 21.00% | 21.00% |
Operating loss carryforwards | $ 99,500 | |
Operating loss carryforwards with no expiration date | $ 0 | |
Valuation allowance | 36,000 | |
Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax Credit Carryforward Expiration Year | 2030 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 15,000 | |
Federal [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | 2,500 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 61,600 | |
State [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | $ 1,600 | |
Minimum [Member] | Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2033 | |
Minimum [Member] | State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2033 | |
Maximum [Member] | Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2037 | |
Operating Loss Carryforwards, Limitations on Use | limited in their usage to 80% of annual taxable income. | |
Maximum [Member] | State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards Expiration Year | 2041 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 21,466 | $ 17,001 |
Additions charged to expense | 14,543 | 4,465 |
Balance at end of year | $ 36,009 | $ 21,466 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease, rent expense | $ 2.5 | $ 2.2 |
Purchase commitment, minimum amount commited | 0 | |
Loss contingency | $ 0 | |
Watertown, Massachusetts [Member] | ||
Operating lease, expiration date | Jan. 31, 2024 | |
Operating lease, expiration date, second location | Jul. 31, 2028 | |
Billerica, Massachusetts [Member] | ||
Operating lease, expiration date | May 31, 2029 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Payments (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2022 | $ 5,499 |
2023 | 8,314 |
2024 | 7,507 |
2025 | 7,594 |
2026 | 7,775 |
After 2027 | 31,412 |
Total future minimum lease payments | $ 68,101 |
Net Profit (Loss) Per Share - S
Net Profit (Loss) Per Share - Summary of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator for basic and diluted net loss per share: | ||
Net profit (loss) and comprehensive income (loss) | $ 3,855 | $ (17,985) |
Deemed dividend - redemption of common stock | 0 | (826) |
Net profit (loss) attributable to common stockholders - Basic and Diluted | $ 3,855 | $ (18,811) |
Denominator for basic and diluted net loss per share: | ||
Weighted average shares outstanding - basic | 108,088,115 | 38,336,659 |
Add: Weighted average unvested options outstanding | 5,875,309 | |
Weighted Average Number of Shares Outstanding, Diluted, Total | 113,963,424 | 38,336,659 |
Net profit (loss) per common share: | ||
Net profit (loss) per share - basic | $ 0.04 | $ (0.49) |
Net profit (loss) per share - diluted | $ 0.03 | $ (0.49) |
Net Profit (Loss) Per Share- Su
Net Profit (Loss) Per Share- Summary of Dilutive Securities are Excluded from the Denominator (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,529,223 | 121,790,215 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 107,592,801 | |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,337,556 | |
Unvested awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,016,486 | |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,525,000 | 180,928 |
Contingently issuable earnout shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,666,667 |
Segment Information - Summary o
Segment Information - Summary of Disaggregated Revenue Data for Those Markets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 91,221 | $ 71,851 |
Americas | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | 48,516 | 40,837 |
EMEA | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | 25,592 | 19,214 |
Asia Pacific | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 17,113 | $ 11,800 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 91,221 | $ 71,851 |
US [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 46,700 | $ 35,100 |