0000950170-22-004158 | 10-K | XBRL Viewer

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Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 86,262	$ 59,874
Marketable securities	30,465	0
Accounts receivable, less allowance for doubtful accounts of $0.8 million and $0.6 million as of December 31, 2021 and 2020, respectively	32,427	14,574
Inventory	2,033	2,294
Prepaid expenses	6,664	913
Deferred sales commissions	5,283
Other current assets	297
Total current assets	163,431	77,655
Property and equipment	10,287	6,113
Operating lease right-of-use assets	27,489	1,922
Investment in unconsolidated joint venture	4,198
Intangible assets, net	41,736	1,652
Goodwill	254,672	833
Other assets	773	788
Total assets	502,586	88,963
Current liabilities:
Accounts payable	12,718	5,640
Accrued expenses	30,905	13,606
Contract liabilities	7,863	2,355
Operating lease liabilities, current portion	5,549	1,013
Finance lease liabilities, current portion	2	14
Short-term debt		15,753
Total current liabilities	57,037	38,381
Operating lease liabilities, non current portion	16,920	1,118
Income taxes payable	1,468
Other liabilities	1,678
Total liabilities	77,103	39,499
Commitments and contingencies (Note 12)
Convertible preferred stock
Convertible preferred stock, $0.000001 par value, Seed-1, Seed-2, Series A-1, Series A-2, Series B, Series C, Series D and Series E. Authorized; zero shares and 27,970,966 shares, zero shares and 27,758,941 shares issued and outstanding as of December 31, 2021 and 2020, respectively		160,713
Stockholders' equity (deficit)
Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares and zero shares; zero shares issued and outstanding as of December 31, 2021 and 2020, respectively
Common stock
Additional paid-in capital	597,641	503
Accumulated other comprehensive income	149	210
Accumulated deficit	(173,341)	(111,962)
Total stockholders' equity (deficit)	424,449	(111,249)
Noncontrolling interests	1,034
Total equity (deficit)	425,483	(111,249)
Total liabilities, convertible preferred stock and stockholders’ equity	502,586	88,963
Class A Common Stock
Stockholders' equity (deficit)
Common stock
Class B Common Stock
Stockholders' equity (deficit)
Common stock

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Allowance for doubtful accounts receivable current	$ 0.8	$ 0.6
Shares authorized	0	27,970,966
Shares issued	0	27,758,941
Shares outstanding	0	27,758,941
Preferred stock, par or stated value per share	$ 0.000001
Preferred stock, shares authorized	50,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par or stated value per share		$ 0.000001
Common stock shares authorized	0	42,000,000
Common stock share issued	0	7,755,782
Common stock share outstanding	0	7,755,782
Convertible Preferred Stock- Seed-1
Temporary equity, par value		$ 0.000001
Shares authorized		4,200,000
Shares outstanding		4,200,000
Convertible Preferred Stock- Seed-2
Temporary equity, par value		$ 0.000001
Shares authorized		2,188,322
Shares outstanding		2,188,322
Convertible Preferred Stock- Series A-1
Temporary equity, par value		$ 0.000001
Shares authorized		4,211,094
Shares outstanding		4,211,094
Convertible Preferred Stock- Series A-2
Temporary equity, par value		$ 0.000001
Shares authorized		1,591,230
Shares outstanding		1,591,230
Convertible Preferred Stock- Series B
Temporary equity, par value		$ 0.000001
Shares authorized		4,132,055
Shares outstanding		4,044,271
Convertible Preferred Stock- Series C
Temporary equity, par value		$ 0.000001
Shares authorized		3,754,201
Shares outstanding		3,754,201
Convertible Preferred Stock- Series D
Temporary equity, par value		$ 0.000001
Shares authorized		5,494,064
Shares outstanding		5,494,064
Convertible Preferred Stock- Series E
Temporary equity, par value		$ 0.000001
Shares authorized		2,400,000
Shares outstanding		2,275,759
Class A Common Stock
Common stock, par or stated value per share	$ 0.000001
Common stock shares authorized	750,000,000	0
Common stock share issued	43,998,404	0
Common stock share outstanding	43,998,404	0
Class B Common Stock
Common stock, par or stated value per share	$ 0.000001
Common stock shares authorized	5,000,000	0
Common stock share issued	2,676,154	0
Common stock share outstanding	2,676,154	0

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
Revenue	$ 218,336	$ 141,406	$ 80,228
Cost of revenue	161,195	108,120	65,492
Gross profit	57,141	33,286	14,736
Sales and marketing	39,422	22,567	14,599
Operations and support	23,683	14,111	10,314
Product development	17,780	12,186	10,637
General and administrative	34,942	12,046	8,016
Impairment of goodwill and intangible assets		1,592	1,719
Total operating expenses	115,827	62,502	45,285
Loss from operations	(58,686)	(29,216)	(30,549)
Other (expenses) income
Interest expense	(852)	(1,089)	(241)
Interest and dividend income	982
Other expenses	(2,866)	(780)	(204)
Income from unconsolidated joint venture	41
Total other expenses	(2,695)	(1,869)	(445)
Net loss	(61,381)	(31,085)	(30,994)
Deemed dividend to preferred stockholders		(8,801)
Net loss attributable to noncontrolling interest	2
Net loss attributable to common stockholders	$ (61,379)	$ (39,886)	$ (30,994)
Net loss per share, basic and diluted	$ (2.33)	$ (5.32)	$ (4.88)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted	26,318,349	7,492,876	6,345,498
Comprehensive loss:
Foreign currency translation	$ (61)	$ 210
Total other comprehensive (loss) income	(61)	210
Net loss	(61,381)	(31,085)	$ (30,994)
Comprehensive loss	(61,442)	(30,875)	(30,994)
Comprehensive loss attributable to noncontrolling interest	0
Total comprehensive loss attributable to common stockholders	$ (61,442)	$ (30,875)	$ (30,994)

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Initial Public Offering	Common Stock	Common Stock Initial Public Offering	Additional Paid-In Capital	Additional Paid-In Capital Initial Public Offering	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total Stockholders' (Deficit) Equity	Total Stockholders' (Deficit) Equity Initial Public Offering	Noncontrolling Interest	Convertible Preferred Stock Seed-1, Seed-2, Series A-1, Series A-2, Series B, Series C, Series D, Series E	Convertible Preferred Stock Seed-1, Seed-2, Series A-1, Series A-2, Series B, Series C, Series D, Series E Initial Public Offering	Class A - Common Stock	Class A - Common Stock Initial Public Offering	Class B - Common Stock	Class B - Common Stock Initial Public Offering
Temporary equity, Balance at Dec. 31, 2018												$ 66,227
Temporary equity, Balance, Shares at Dec. 31, 2018												19,989,118
Balance at Dec. 31, 2018	$ (45,840)				$ 775			$ (46,615)	$ (45,840)
Balance, Shares at Dec. 31, 2018			6,083,135
Issuance of common stock, Shares			1
Issuance of convertible preferred stock												$ 54,929
Issuance of convertible preferred stock, Shares												5,494,064
Exercise of common stock options	$ 450				450				450
Exercise of common stock options, Shares	455,665		455,665
Shares issued in business combination	$ 2,743				2,743				2,743
Shares issued in business combination, Shares			750,770
Stock based compensation	544				544				544
Comprehensive loss:
Net loss	(30,994)							(30,994)	(30,994)
Comprehensive loss	(30,994)
Temporary equity, Balance at Dec. 31, 2019	$ 121,156											$ 121,156
Temporary equity, Balance, Shares at Dec. 31, 2019	25,483,182											25,483,182
Balance at Dec. 31, 2019	$ (73,097)				4,512			(77,609)	(73,097)
Balance, Shares at Dec. 31, 2019			7,289,571
Repurchase of convertible preferred stock	$ (12,852)											$ (12,852)
Repurchase of convertible preferred stock, Shares	(2,246,886)											(2,246,886)
Repurchase of convertible preferred stock	$ (8,801)				(5,578)			(3,223)	(8,801)
Issuance of convertible preferred stock	$ 52,409											$ 52,409
Issuance of convertible preferred stock, Shares	4,522,645											4,522,645
Exercise of common stock options	$ 518				563			(45)	518
Exercise of common stock options, Shares	465,668		466,211
Stock based compensation	$ 1,006				1,006				1,006
Comprehensive loss:
Foreign currency translation	210						$ 210		210
Net loss	(31,085)							(31,085)	(31,085)
Comprehensive loss	(30,875)
Temporary equity, Balance at Dec. 31, 2020	$ 160,713											$ 160,713
Temporary equity, Balance, Shares at Dec. 31, 2020	27,758,941											27,758,941
Balance at Dec. 31, 2020	$ (111,249)				503		210	(111,962)	(111,249)
Balance, Shares at Dec. 31, 2020	7,755,782		7,755,782											0		0
Conversion of convertible preferred stock in connection with the initial public offering		$ 160,713				$ 160,713				$ 160,713			$ (160,713)
Conversion of convertible preferred stock in connection with the initial public offering, Shares													(27,758,941)		27,351,633		407,308
Issuance of common stock		$ 325,263				$ 325,263				$ 325,263
Issuance of common stock, Shares															7,906,250
Exercise of common stock options	$ 2,291				2,291				2,291
Exercise of common stock options, Shares	1,101,539		910,015											178,402
Conversion of common stock in connection with the initial public offering, Shares				(8,665,797)											6,396,951		2,268,846
Exercise of warrants	$ 40				40				40
Exercise of warrants, Shares														24,242
Costs of initial public offering	(3,678)				(3,678)				(3,678)
Shares issued in business combination	102,888				102,888				102,888
Shares issued in business combination, Shares														2,100,660
Noncontrolling interest acquired in business combination	1,036										$ 1,036
Donated common stock	2,226				2,226				2,226
Donated common stock, Shares														40,266
Stock based compensation	7,395				7,395				7,395
Comprehensive loss:
Foreign currency translation	(61)						(61)		(61)
Net loss	(61,381)							(61,379)	(61,379)		(2)
Comprehensive loss	(61,442)
Temporary equity, Balance at Dec. 31, 2021
Temporary equity, Balance, Shares at Dec. 31, 2021	0
Balance at Dec. 31, 2021	$ 425,483				$ 597,641		$ 149	$ (173,341)	$ 424,449		$ 1,034
Balance, Shares at Dec. 31, 2021	0													43,998,404		2,676,154

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (61,381)	$ (31,085)	$ (30,994)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,596	3,120	1,847
Impairment of goodwill and intangible assets		1,592	1,719
Reduction in carrying amount of right-of-use asset	1,056	1,045	647
Stock based compensation	7,395	1,006	544
Non-cash interest expense	111	320	259
Loss on debt extinguishment	272
Income from unconsolidated joint venture	(41)
Donation of common stock	2,226
Unrealized loss on marketable securities	2,002
Inventory write off		(15)	(141)
Loss (gain) on sale of property and equipment	20		(128)
Accretion of discount on short-term investments			(37)
Deferred taxes benefit	(179)	0	0
Changes in other assets and liabilities:
Accounts receivable, net	(11,117)	(2,130)	(5,505)
Inventory	293	(956)	(555)
Prepaid expenses	(4,025)	(210)	(2)
Deferred commissions	147
Other assets	317	(469)	(137)
Accounts payable	5,215	(2,350)	2,813
Accrued expenses	(12,008)	8,569	2,562
Contract liabilities	(1,625)	518	636
Lease liabilities	(845)	(1,004)	(653)
Net cash used in operating activities	(68,571)	(22,049)	(27,125)
Cash flows from investing activities:
Purchase of marketable securities	(267,467)
Proceeds from sale of marketable securities	235,000
Purchase of short-term investments		(17,711)	(28,850)
Proceeds from short-term investments		28,571	30,470
Purchases of property and equipment	(6,262)	(4,190)	(2,693)
Proceeds from life insurance	627
Proceeds from sale of property and equipment			155
Cash paid for business combinations, net of cash acquired	(174,646)		(1,432)
Net cash (used in) provided by investing activities	(212,748)	6,670	(2,350)
Cash flows from financing activities:
Proceeds from issuance of Series A-2, Series B, Series C, Series D and Series E convertible preferred stock, net of issuance costs		52,409	54,929
Repurchase of Series A-2, Series B, Series C and Series D convertible preferred stock		(12,852)
Deemed dividend to preferred stockholders		(8,801)
Proceeds from initial public offering, net of underwriters' discount	325,263
Payments in connection with initial public offering	(3,678)
Proceeds from stock options exercised	2,291	518	450
Proceeds from the exercise of warrants	40
Proceeds from term loan		4,000
Payment on line of credit, net			(500)
Repayment of term loan	(16,136)
Proceeds from other borrowings		4,783
Repayment of other borrowings		(4,783)
Payments on finance lease obligations	(12)	(13)	(164)
Net cash provided by financing activities	307,768	35,261	54,715
Effect of foreign currency translation on cash and cash equivalents	(61)	(130)
Net increase in cash and cash equivalents	26,388	19,752	25,240
Cash and cash equivalents at beginning of the year	59,874	40,122	14,882
Cash and cash equivalents at end of the year	86,262	59,874	40,122
Supplemental cash flow information:
Cash paid for interest	907	$ 1,269	1,111
Non-cash investing activity
Non-cash consideration in connection with business combination	$ 105,227		$ 2,743

Organization and Description of Business

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Description of Business

(1)

Organization and Description of Business

Xometry, Inc. (“Xometry”, the “Company”, “we”, or “our”) was incorporated in the State of Delaware in May 2013. Xometry uses proprietary technology to enable product designers, engineers, buyers, and supply chain professionals to instantly access the capacity of a global network of manufacturing facilities. The Company’s platform makes it possible for customers to quickly receive pricing, expected lead times, manufacturability feedback and place orders on the Company’s platform. The network allows the Company to provide high volumes of unique parts, including custom components and aftermarket parts for its customers. Xometry's corporate headquarters is located in Derwood, Maryland.

Xometry’s seller capabilities include computer numerical control manufacturing, sheet metal manufacturing, 3D printing (including fused deposition modeling, direct metal laser sintering, PolyJet, stereolithography, selective laser sintering, binder jetting, carbon digital light synthesis and multi jet fusion), die casting, injection molding, urethane casting, as well as finishing services, rapid prototyping and high-volume production.

On November 1, 2021, the Company acquired certain assets and liabilities from Big Blue Saw LLC ("Big Blue Saw"), subject to an Asset Purchase Agreement for total consideration of $2.5 million. The total consideration includes cash consideration at closing of $1.25 million, $250,000 of Class A common stock at closing and contingent consideration up to $1.0 million. Big Blue Saw extends our marketplace capabilities in water jet and laser cutting.

On November 5, 2021, the Company acquired certain assets and liabilities from Fusiform, Inc. (d.b.a FactoryFour), subject to an Asset Purchase Agreement for total consideration of $6.3 million. The total consideration includes cash consideration at closing of $1.9 million, $1.9 million of Class A common stock at closing and contingent consideration up to $2.5 million. FactoryFour provides a SaaS based solution to help manufacturers in the Xometry marketplace improve lead times and make strong, data-driven decisions through real-time production tracking.

On December 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Thomas Publishing Company, a New York corporation (“Thomas”), NAASOM Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Shareholder Representative Services LLC, as the shareholders’ representative thereunder. Pursuant to the Merger Agreement, Merger Sub merged with and into Thomas, with Thomas continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company (the “Acquisition”), effective December 9, 2021.

The aggregate consideration payable in exchange for all of the outstanding equity interests of Thomas was $300 million subject to customary adjustments as set forth in the Merger Agreement, payable in cash and shares of the Company’s Class A common stock. The Company paid approximately $198.5 million of cash and issued 2,073,422 shares of the Company’s Class A common stock to holders of Thomas shares. The acquisition of Thomas is expected to expand Xometry’s buyer and seller base, enhancing Xometry’s global digital marketplace for manufacturers. Xometry also expects to leverage Thomas’ marketing and data services to deliver a suite of end-to-end services for sellers with additional financial services and digital marketing products.

The financial results of Big Blue Saw, FactoryFour and Thomas have been included in our consolidated financial statements from the date of acquisition. See “Note 13—Acquisitions.”

Initial Public Offering

On July 2, 2021, the Company closed its planned initial public offering ("IPO"), in which it issued and sold 7,906,250 shares of its Class A common stock. The initial offering price was $44.00 per share. The Company received net proceeds of approximately $325.3 million from the IPO after deducting underwriting discounts and commissions of $22.6 million. The Company also incurred approximately $3.7 million of other offering costs in connection with its IPO.

Upon the closing of the IPO on July 2, 2021, 8,665,797 shares of outstanding common stock were reclassified into Class A common stock, 27,758,941 shares of outstanding convertible preferred stock were converted into Class A common stock, and 2,676,154 shares of Class A common stock were exchanged by our co-founders for an equivalent number of shares of Class B common stock pursuant to the terms of the exchange agreement.

Also on July 2, 2021, the Company reserved 402,658 shares of its Class A common stock, representing 1% of the Company's fully diluted capitalization as of the date of approval by our board of directors, for charitable contributions to non-profit organizations. These shares will be issued over the next five years, in an amount not to exceed 20% of the initial reserve amount per calendar year. During 2021, the Company donated 40,266 shares of Class A common stock to a donor advised fund and recognized an expense associated with the charitable contribution of approximately $2.2 million which is recorded in general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2)

Summary of Significant Accounting Policies

(a)

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Xometry and its subsidiaries. All intercompany transactions and balances have been eliminated. The accompanying consolidated financial statements and related disclosures are presented in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company has two reporting segments which are referred to as: (1) the United States (“U.S.”) and (2) International.

Foreign Operations and Comprehensive Loss

The U.S. dollar (“USD”) is the functional currency for Xometry’s consolidated subsidiary operating in the U.S. The primary functional currency for the Company's consolidated subsidiaries operating in Germany and to a lesser extent Japan is the Euro ("Euro") and the Yen, respectively. For the Company’s consolidated subsidiaries whose functional currencies are not the USD, the Company translates their financial statements into USD. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive income (“AOCI”), as a separate component of equity.

Noncontrolling Interest

In connection with the acquisition of Thomas on December 9, 2021, we assumed a 66.67% ownership in Incom Co., LTD. As we have a controlling interest in Incom Co., LTD, we have consolidated Incom Co., LTD into our financial statements since December 9, 2021. The portion of equity in Incom Co., LTD not owned by the Company is accounted for as a noncontrolling interest. We present the portion of any equity that we do not own in consolidated entity as noncontrolling interest and classify their interest as a component of total equity, separate from total stockholders’ equity (deficit) on our Consolidated Balance Sheets. We include net income (loss) attributable to the noncontrolling interests in net income (loss) in our Consolidated Statements of Operations and Comprehensive Loss.

(b)

Reclassifications

Certain line items on the Company’s consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.

(c)

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

In light of the currently unknown duration and severity of the COVID-19 pandemic, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply our significant accounting policies. As of the date these consolidated financial statements were issued, the impacts of the COVID-19 pandemic did not have a significant impact on our estimates or judgments. Judgments and assumptions may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 and economic recovery that could result in a meaningful impact on our consolidated financial statements in future reporting periods.

(d)

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to the valuation of intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances

that existed as of the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

(e)

Fair Value Measurements and Financial Instruments

The Company measures certain assets and liabilities at fair value on a recurring basis based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability.

The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis, whereby inputs used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The carrying amounts of certain of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and contract liabilities approximate their fair values due to their short maturities. The Company's marketable securities are recorded at fair value.

(f)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held in checking accounts and investments in money market funds. The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents. These investments are stated at cost, which approximates fair value.

(g)

Marketable Securities

The Company measures its marketable securities at fair value and recognizes any changes in fair value in net loss. Our marketable securities represent our investment in the short term bond fund. We consider our marketable securities as available for use in current operations, and therefore classify these securities as current assets on the Consolidated Balance Sheets. As of December 31, 2021, the Company's marketable securities of $30.5 million were recorded at fair value, within Level 1 of the fair value hierarchy. The fair value of the Company’s Level 1 financial instruments is based on quoted prices in active markets, total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs, discounts or blockage factors. During the period from August 2021 through December 31, 2021, the Company recorded an unrealized loss of $2.0 million related to these securities which is recorded in other expenses on the Consolidated Statements of Operations and Comprehensive Loss.

(h)

Accounts Receivable

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances. For customers for which Xometry provides credit, the Company performs credit inquiries, including references checks, and query credit ratings services and other publicly available information. Amounts collected on accounts receivable are included in net cash provided by operating activities in the statements of cash flows. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its experience and judgment. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

(i)

Inventory

Inventory consists primarily of work-in-progress, raw materials and tools. Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowances to reduce such items identified to their recoverable amounts, if needed.

(j)

Property and Equipment and Long-Lived Assets

Property and equipment are stated at cost. Equipment under finance leases is stated at the present value of minimum lease payments. Depreciation is calculated on the straight-line method over the estimated useful life of the assets, which range from three to seven years, or in the case of leasehold improvements, over the shorter of the remaining lease term or the useful life of the asset.

Property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Property and equipment includes capitalized internal-use software development costs. Eligible internal-use software development costs are capitalized subsequent to the completion of the preliminary project stage. Such costs include internal and external direct development costs totaling $5.2 million and $3.6 million for the years ended December 31, 2021 and 2020, respectively. After all substantial testing and deployment is completed and the software is ready for its intended use, capitalization is discontinued and the internal-use software costs are placed in service and amortized using the straight-line method over the estimated useful life of the software, generally three years.

(k)

Investment In Unconsolidated Joint Venture

We account for our investment in unconsolidated joint venture using the equity method of accounting as we exercise significant influence, but do not control the entity. Under the equity method of accounting, the net equity investments of the Company are reflected in the accompanying Consolidated Balance Sheets and the Company’s share of net income from the joint venture is included in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investment in the unconsolidated joint venture may be other-than-temporarily-impaired. An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such a decline in value is deemed to be other than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. This evaluation consists of several qualitative and quantitative factors including recent financial results and operating trends of the investee and available information that may affect the value of our investment.

No impairment loss on our investment in unconsolidated joint venture was recognized during the year ended December 31, 2021.

(l)

Revenue

The Company derives substantially all of its revenue in the U.S. and Europe from the sale of parts and assemblies fulfilled using a vast network of manufacturers. The Company recognizes revenue from the sales to its buyers pursuant to Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The Company determines that a contract exists between the Company and the customer when the customer accepts the quote and places the order, all of which are governed by the Company’s standard terms and conditions or other agreed terms with Xometry’s customers. Upon completion of an order through Xometry’s platform, the Company identifies the performance obligation(s) within that order to complete the sale of the manufactured part(s) or assembly. Using Xometry’s in-house technology, the Company determines the price for the manufactured part(s) or assembly on a stand-alone basis at order initiation. The Company recognizes revenue from sales to Xometry’s customers upon shipment, at which point control over the part(s) or assembly have transferred.

The Company has concluded that the Company is principal in the sale of part(s) and assemblies that use the Company’s network of third-party manufacturers because the Company controls the manufacturing by obtaining a right to direct a third-party manufacturer to fulfill the performance obligation Xometry has with the Company’s customer on Xometry’s behalf. The Company has considered the following conditions of the sale: (i) the Company has the obligation of providing the specified product to the customer, (ii) the Company has discretion with respect to establishing the price of the

product and the price the Company pays the sellers and the Company has margin risk on all of Xometry’s sales, (iii) the Company has discretion in determining how to fulfill each order, including selecting the seller and (iv) Xometry bears certain risk for product quality to the extent the buyer is not satisfied with the final product.

In connection with the acquisition of Thomas on December 9, 2021, our revenue also includes the sale of internet advertising. This revenue is generally recognized as control is transferred to the customer, in an amount reflecting the consideration we expect to be entitled to in exchange for such product. A purchase order with a customer may involve multiple performance obligations, including a combination of some or all of the products. Judgment may be required in determining whether products are considered distinct performance obligations that should be accounted for separately or as one combined performance obligation. Revenue is recognized over the period or at the point in time in which the performance obligations are satisfied. Consideration is typically determined based on a fixed unit price for the quantity of product transferred. For purchase orders involving multiple performance obligations, the transaction price is allocated to each performance obligation based on relative standalone selling price, and recognized as revenue when each individual product is transferred to the customer.

Revenue is shown net of estimated returns, refunds, and allowances. At December 31, 2021, the Company has a $0.2 million provision for estimated returns, refunds or allowances. At December 31, 2020, the Company has a $0.1 million provision for estimated returns, refunds or allowances.

Sales tax collected from customers and remitted to governmental authorities is excluded from revenue.

Contract Liabilities

Contract liabilities are derived from payments received at the time an order is placed, for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above.

The following table is a summary of the contract liabilities (in thousands):


Contract liabilities at December 31, 2019	$	1,821
Revenue recognized		(67,450	)
Payments received in advance		67,984
Contract liabilities at December 31, 2020	$	2,355
Acquired contract liabilities		6,634
Revenue recognized		(126,997	)
Payments received in advance		125,871
Contract liabilities at December 31, 2021	$	7,863

Sales Contract Acquisition Costs

The Company’s incremental costs to obtain a contract may include a sales commission which is generally determined on a per order basis. For contracts in excess of one year, the Company amortizes such costs on a straight-line basis over the average customer life of two years for new customers and over the renewal period for existing customers which is generally one year. Sales commissions are included in Xometry’s sales and marketing expenses and cost of revenue in the Consolidated Statements of Operations and Comprehensive Loss. For the period from December 9, 2021 through December 31, 2021, we recognized approximately $0.5 million of amortization related to deferred sales commissions.

(m)

Cost of Revenue

Cost of revenue primarily consists of the cost of the products that are manufactured or produced by the Company’s sellers for delivery to buyers on the Company's platforms, internal and external production costs, shipping costs, and certain internal depreciation.

(n)

Leases

The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at its inception. Operating leases are included in operating lease right-of-use ("ROU") assets, operating lease liabilities and operating lease liabilities (net of current portion) in the Consolidated Balance Sheets. The Company has finance leases as detailed in the Long-Lived Assets section above. For leases with terms of twelve months or less, the Company does not recognize a ROU assets or lease liabilities on the Consolidated Balance Sheets. Additionally, the Company elected to use the practical expedient to not separate lease and non-lease components for leases of real estate, meaning that for these leases, the

non-lease components are included in the associated ROU asset and lease liability balances on the Company’s Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s operating leases is generally not determinable, as such the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise such option.

Lease expense for lease payments is recognized on a straight-line basis over the term of the lease.

(o)

Sales and Marketing

Sales and marketing expenses are expensed as incurred and include the costs of digital marketing strategies, branding costs and other advertising costs, certain depreciation and amortization expense, and compensation expenses, including stock-based compensation, to the Company’s sales and marketing employees. For the years ended December 31, 2021 and 2020, the Company’s advertising costs were $20.7 million and $12.0 million, respectively.

(p)

Operations and Support

Operations and support expenses are the costs the Company incurs in support of the customers and sellers on Xometry’s platforms which are provided by phone, email and chat for purposes of resolving customer and seller related matters. These costs primarily consist of compensation expenses of the support staff, including stock-based compensation, certain depreciation and amortization expense and software costs used in delivering customer and seller service.

(q)

Product Development

Product development costs which are not eligible for capitalization are expensed as incurred. This account also includes compensation expenses, including stock-based compensation to the Company’s employees performing these functions and certain depreciation and amortization expense.

(r)

General and Administrative

General and administrative expenses primarily consist of professional service fees and certain depreciation and amortization expense. It also includes compensation expenses, including stock-based compensation expenses, for executive, finance, legal and other administrative personnel.

(s)

Stock Based Compensation

All stock based compensation, including stock options and restricted stock units are measured at the grant date fair value of the award. The Company estimates grant date fair value of stock options using the Black-Scholes option-pricing model. The fair value of stock options and restricted stock units is recognized as compensation expense on a straight-line basis over the requisite service period, which is typically four years. The fair value of the restricted stock units is determined using the fair value of the Company's Class A common stock on the date of grant. Forfeitures are recorded in the period in which they occur.

The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include:

•

expected annual dividend yield;

•

expected volatility over the expected term;

•

expected term;

•

risk free interest rate;

•

per share value of the underlying common stock; and

•

exercise price.

For all stock options granted, the Company calculated the expected term using the simplified method for “plain vanilla” stock option awards. The risk-free interest rate is based on the yield available on U.S. Treasury issues similar in duration to the expected term of the stock-based award. As there was no public market for the Company's common stock

prior to the IPO, the Company estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock.

(t)

Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the year. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the year. For the years in which the Company reports net losses, diluted net loss per common share is the same as basic net loss per common share, because all potentially dilutive securities are anti-dilutive. Vested RSUs that have not been settled have been included in the appropriate common share class used to calculate basic net loss per share.

Subsequent to the Company's IPO on July 2, 2021, the Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The two-class method requires income available to common stockholders for the year to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the year had been distributed. Certain unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share proportionately in the Company’s net losses.

(u)

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

To the extent that it is not considered to be more likely than not that a deferred tax asset will be realized, a valuation allowance is established.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained and are measured at the largest amount that is greater than 50% likely of being realized. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. Changes in recognition or measurement are reflected in the year in which the change in judgment occurs.

(v)

Commitments and 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 incurred in connection with loss contingencies are expensed as incurred.

(w)

Intangible Assets

Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from one to 15 years. Xometry reviews definite-lived intangible assets for impairment under the long-lived asset model described in Property and Equipment and Long-Lived Assets above.

(x)

Goodwill

Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Goodwill is not amortized. The Company test goodwill for impairment annually in the fourth quarter, or more frequently, if needed, and when there is a triggering event (e.g., a deterioration in general economic conditions or in the environment in which Xometry operates).

When impairment indicators are identified the Company compares each reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between each reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit.

Xometry determines the fair value of each reporting unit using an income approach. Under the income approach, the Company based fair value on estimated discounted future cash flows of each reporting unit. Determining the fair value of each reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and EBITDA margins, discount rates and future market conditions, among others (Level 3).

(y)

Recently Issued Accounting Standards

New Accounting Pronouncements Effective in the Year Ended December 31, 2021

In October 2021, the FASB issued a new accounting standard on the topic of business combinations, accounting for contract assets and contract liabilities from contracts with customers, Accounting Standard Update ("ASU") 2021-08, Business Combinations (Topic 805). The amendment in this update improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. This update requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The guidance is effective for interim and annual periods beginning after December 15, 2022 with early adoption permitted. The Company adopted ASU 2021-08 on November 1, 2021. In connection with the Company's business combinations during the fourth quarter of 2021, the Company recognized its acquired contract asset and liabilities in accordance with ASC 606.

New Accounting Pronouncements Effective in Future Periods

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses ("Topic 326"), Measurement of Credit Losses on Financial Instruments. Topic 326 changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. Topic 326 is effective as of January 1, 2023. Early adoption is permitted. The Company is currently evaluating the impact of Topic 326 on its consolidated financial statements and related disclosures.

There are currently no other accounting standards that have been issued, but not yet adopted, that are expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows upon adoption.

Credit Concentrations

12 Months Ended

Dec. 31, 2021

Risks And Uncertainties [Abstract]

Credit Concentrations

(3)

Credit Concentrations

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains its cash, which at times may exceed federally insured limits, in deposit accounts at major financial institutions. Most of the Company’s customers are located in the United States.

For 2021, no customer accounted for more than 10% of the Company's revenues. For 2020, one customer accounted for more than 10% of the Company’s revenue with a total concentration of approximately 11.2%. As of December 31, 2021 and 2020, no single customer accounted for more than 10% of the Company’s accounts receivable.

Inventory

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventory

(4)

Inventory

Inventory consists of raw materials, work-in-process, tools inventory and finished goods. Raw materials (plastics and metals) become manufactured products in the additive and subtractive manufacturing processes. Work-in-progress represents manufacturing costs associated with customer orders that are not yet complete. The tools inventory primarily consists of small consumable machine tools, cutting devices, etc. Finished goods represents product awaiting shipment. Inventory consists of the following as of December 31, 2021 and 2020 (in thousands):


	December 31,
	2021		2020

Raw materials	$	105	$	634
Work-in-progress		1,324		1,247
Tools inventory		365		312
Finished goods		239		101
Total	$	2,033	$	2,294

Property and Equipment and Long-Lived Assets

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment and Long-Lived Assets

(5)

Property and Equipment and Long-Lived Assets

Property and equipment consist of the following as of December 31, 2021 and 2020 (in thousands):


		December 31,
	Useful Life	2021			2020

Technology hardware	3 years	$	2,220		$	1,452
Manufacturing equipment	5 years		2,946			2,603
Capitalized software development	3 years		13,126			8,123
Patent	17 years		157			157
Leasehold improvements	Shorter of useful life or lease term		1,222			717
Furniture and fixtures	7 years		1,155			675
Total			20,826			13,727
Less accumulated depreciation			(10,539	)		(7,614	)
Property and Equipment, net		$	10,287		$	6,113

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Cost of revenue	$	104	$	230	$	282
Sales and marketing		11		23		23
Operations and support		155		193		136
Product development		2,655		1,543		975
General and administrative		207		298		130
Total depreciation expense	$	3,132	$	2,287	$	1,546

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

(6)

Leases

Operating lease expense for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019

Cost of revenue	$	93	$	196	$	169
Operations and support		137		—		—
General and administrative		1,512		1,024		766
Total operating lease expense	$	1,742	$	1,220	$	935

The following table includes supplemental cash and non-cash information related to Xometry’s leases during 2021, 2020 and 2019 (in thousands):


	Year Ended December 31,
	2021			2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		1,600			1,222		724
Financing cash flows from financing leases		12			13		164
Right of use assets obtained in exchange for lease obligations:		26,706			95		-
Reduction to right of use assets resulting from reductions to lease obligations:		(84	)		-		-

The increases in our right-of-use lease assets are primarily related to our acquisitions during the fourth quarter of 2021, see Note 13 - Acquisitions.

Xometry’s aggregate annual lease obligations at December 31, 2021 are as follows (in thousands):


	Operating Leases			Finance Leases
2022	$	6,329		$	2
2023		6,386			—
2024		6,079			—
2025		5,119			—
2026		262			—
Total undiscounted lease obligations		24,175			2
Less imputed interest		(1,706	)		—

Net lease obligations	$	22,469		$	2

The following are the remaining weighted average lease terms and discount rates for Xometry’s leases as of December 31, 2021 and 2020:


	Year Ended December 31,
	2021			2020
Weighted average remaining lease term (in years)		4.0			2.7
Weighted average discount rate		4.05	%		8.45	%

Common Stock

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Common Stock

(7)

Common Stock

Prior to the Company's IPO on July 2, 2021, holders of common stock were entitled to one vote per share, receive dividends and, upon liquidation or dissolution, were entitled to receive all assets available for distribution to stockholders. The holders had no preemptive or other subscription rights and there were no redemption or sinking fund provisions with respect to such shares. Common stock was subordinate to the preferred stock with respect to dividend rights, rights upon liquidation, and dissolution of the Company.

In connection with the Company's IPO on July 2, 2021, the 8,665,797 shares of common stock outstanding on June 30, 2021 were reclassified to Class A common stock. Of those 8,665,797 shares of common stock, 2,268,846 were exchanged for Class B common stock.

On July 2, 2021, the Company amended and restated its certificate of incorporation to provide for two classes of common stock: Class A common stock and Class B common stock. The Company's authorized capital stock consists of 805 million shares, all with a par value of $0.000001 per share, of which:

•

750,000,000 are designated Class A common stock;

•

5,000,000 are designated Class B common stock; and

•

50,000,000 are designated preferred stock.

Shares of Class A common stock and Class B common stock have the same rights and privileges and rank equally, share ratably and are identical in all respects, including but not limited to dividends and distributions, liquidation rights, change of control transactions, subdivisions and combinations, no preemptive or similar rights, and conversion.

Holders of our Class A common stock are entitled to one vote per share on any matter that is submitted to a vote of our stockholders. Holders of our Class B common stock are entitled to 20 votes per share on any matter submitted to a vote of our stockholders.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 18
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

(8)

Convertible Preferred Stock

The Company issued the following series of its preferred stock–Series Seed-1 Convertible Preferred Stock in September 2013, Series Seed-2 Convertible Preferred Stock in July 2014, Series A-1 Convertible Preferred Stock in October 2015, Series A-2 Convertible Preferred Stock in December 2016 and July 2020, Series B Convertible Preferred Stock in June 2017 and July 2020, Series C Convertible Preferred Stock in June 2018 and July 2020, Series D Convertible Preferred Stock

in May 2019 and July 2020, Series E Convertible Preferred Stock in July 2020 (collectively referred to as the “Convertible Preferred Stock”).

As of December 31, 2020, the numbers of authorized and outstanding shares in the Convertible Preferred Stock, with their total respective liquidation preferences, were as follows (in thousands, except share and per share data):



		Shares				Liquidation		Carrying
	Par Value	Authorized		Outstanding		preference		Value
Series:
Series Seed-1 Convertible Preferred Stock	$0.000001		4,200,000		4,200,000	$	4,200	$	4,200
Series Seed-2 Convertible Preferred Stock	$0.000001		2,188,322		2,188,322		2,998		2,998
Series A-1 Convertible Preferred Stock	$0.000001		4,211,094		4,211,094		8,800		8,704
Series A-2 Convertible Preferred Stock	$0.000001		1,591,230		1,591,230		12,884		12,839
Series B Convertible Preferred Stock	$0.000001		4,132,055		4,044,271		20,764		20,347
Series C Convertible Preferred Stock	$0.000001		3,754,201		3,754,201		26,248		26,004
Series D Convertible Preferred Stock	$0.000001		5,494,064		5,494,064		54,933		54,864
Series E Convertible Preferred Stock	$0.000001		2,400,000		2,275,759		32,693		30,757
Totals			27,970,966		27,758,941	$	163,520	$	160,713

In connection with the Company's IPO on July 2, 2021, 27,758,941 shares of Convertible Preferred Stock were converted to Class A common stock. Of those 27,758,941 shares of Convertible Preferred Stock, 407,308 were exchanged for Class B common stock.

During 2020, certain Series A-2, B, C and D Convertible Preferred stockholders planned to sell their Convertible Preferred Stock to a third party. The Company exercised its right of first refusal to reacquire these shares of Convertible Preferred Stock from these certain stockholders at the same price the third party was willing to pay for such shares of Convertible Preferred Stock. In conjunction with the Series E offering, the Company sold the same shares of Series A-2, B, C and D Convertible Preferred Stock to the Series E investors for the same price that the Company paid to acquire such shares of Convertible Preferred Stock. The Company recorded an $8.8 million deemed dividend to the selling stockholders, which represents the excess of the purchase price of the shares of Convertible Preferred Stock purchased by the Company over the original cost of the shares and was recorded in additional paid-in-capital and accumulated deficit.

The following table is a reconciliation of the Convertible Preferred Stock reacquired and reissued in 2020 (in thousands, except share data):


	2019		2020			2020		2020		2019		2020			2020		2020
	Outstanding Convertible Preferred Stock		Convertible Preferred Stock Repurchased			Convertible Preferred Issued		Outstanding Convertible Preferred Stock		Carrying Value		Cash Paid to Reacquire Convertible Preferred Stock			Convertible Preferred Issuance		Carrying Value
Series:
Series Seed-1 Convertible Preferred Stock		4,200,000		—			—		4,200,000	$	4,200	$	—		$	—	$	4,200
Series Seed-2 Convertible Preferred Stock		2,188,322		—			—		2,188,322		2,998		—			—		2,998
Series A-1 Convertible Preferred Stock		4,211,094		—			—		4,211,094		8,704		—			—		8,704
Series A-2 Convertible Preferred Stock		1,591,230		(1,136,622	)		1,136,622		1,591,230		6,957		(5,001	)		10,883		12,839
Series B Convertible Preferred Stock		4,044,271		(390,152	)		390,152		4,044,271		18,612		(2,001	)		3,736		20,347
Series C Convertible Preferred Stock		3,754,201		(405,453	)		405,453		3,754,201		24,756		(2,700	)		3,948		26,004
Series D Convertible Preferred Stock		5,494,064		(314,659	)		314,659		5,494,064		54,929		(3,150	)		3,085		54,864
Series E Convertible Preferred Stock		—		—			2,275,759		2,275,759		—		—			30,757		30,757
Totals		25,483,182		(2,246,886	)		4,522,645		27,758,941	$	121,156	$	(12,852	)	$	52,409	$	160,713
Deemed dividend paid to preferred stockholders													(8,801	)
Total												$	(21,653	)

(a)

Voting

Each share of Convertible Preferred Stock had voting rights equal to an equivalent number of shares of common stock into which was convertible and votes together as one class with the common stock.

(b)

Dividends

The holders of the Convertible Preferred Stock and the holders of the shares of common stock were entitled to receive dividends, when, as and if declared by the Board of Directors of the Company, out of any assets legally available therefore, on an as-converted basis. Prior to the payment of any dividend to the holders of common stock (other than dividends of common stock), the Company was required to pay a dividend on each outstanding share of Convertible Preferred Stock equal to 8% of the applicable original issue price of such share of Convertible Preferred Stock, having accrued from the date the first share of Series E Convertible Preferred Stock was issued. Dividends are not mandatory or cumulative and no rights or interest shall accrue to the holders of Convertible Preferred Stock and common stock, unless declared.

(c)

Conversion

Each share of Convertible Preferred Stock was convertible, at the option of the holder, into one share of common stock, as determined by dividing its issuance price per share by the applicable conversion price, subject to adjustments. Each share of Convertible Preferred Stock would automatically convert into common stock upon either (i) closing of a public offering with gross proceeds of at least $50 million and the purchase price of such shares is at least $20.43 per share or (ii) written consent of the holders of a majority of the outstanding shares of Convertible Preferred Stock electing such a conversion, provided, however, that the conversion of the Series D Convertible Preferred Stock and Series E Convertible Preferred Stock required the vote or written consent of a majority of the outstanding shares of Series D Convertible Preferred Stock and Series E Convertible Preferred Stock, respectively.

(d)

Liquidation and Share Preference

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Convertible Preferred Stock, on a pari passu basis, were entitled to liquidation preference equal to the original purchase price plus declared and unpaid dividends. After payment of the amounts above, if assets or funds remain in the Company, all remaining assets and funds were to be distributed pro rata among holders of common stock.

(e)

Redemption

The holders of Convertible Preferred Stock had no voluntary rights to redeem their shares. The Convertible Preferred Stock had deemed liquidation provisions which require the shares to be redeemed upon a change in control or other deemed liquidation events. Although the Convertible Preferred Stock was not mandatorily or currently redeemable, a deemed liquidation event would constitute a redemption event outside the Company’s control. As a result of these liquidation features, all shares of Convertible Preferred Stock were classified outside of stockholders’ deficit as temporary equity on the Consolidated Balance Sheets. The carrying values of the Company’s Convertible Preferred Stock have not been accreted to their redemption values as these events are not considered probable of occurring. Subsequent adjustments of the carrying values to redemption values would be made only if and when it became probable the preferred shares would become redeemable.

Stock Based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Compensation

(9)

Stock Based Compensation

In 2014, the Company adopted a stock compensation plan (the "2014 Equity Incentive Plan") pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including prospective employees, directors, and consultants). This plan was terminated in February 2016. No additional awards may be granted under the 2014 Equity Incentive Plan, however, outstanding awards continue in full effect in accordance with their existing terms.

In 2016, the Company adopted a stock compensation plan (the “2016 Equity Incentive Plan”) pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including prospective employees, directors, and consultants). No additional awards may be granted under the 2016 Equity Incentive Plan, however, outstanding awards continue in full effect in accordance with their existing terms.

In connection with the IPO on July 2, 2021, the Company's board of directors adopted the 2021 Equity Incentive Plan (the "2021 Equity Incentive Plan"). The 2021 Equity Incentive Plan provides for the grant of incentive stock options ("ISOs"), non-statutory stock options ("NSOs"), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based awards and other awards, or collectively, awards. ISOs may be granted only to Xometry employees, including Xometry officers, and the employees of Xometry affiliates. All other awards may be granted to Xometry employees, including our officers, Xometry non-employee directors and consultants and the employees and consultants of Xometry affiliates. The maximum number of shares of common stock that may be issued under the Company's 2021 Plan is 4,026,588 shares.

As of December 31, 2021, there were 3,838,154 shares available for the Company to grant under the 2021 Equity Incentive Plan.

Stock Options

Prior to the Company's IPO on July 2, 2021, the fair value of the Company’s common stock was estimated by management as there was no public market for the Company’s common stock. Xometry’s market-based methodology considered a number of objective and subjective factors including third-party valuations of its common stock, the valuation of comparable companies, sales of the Company’s convertible preferred stock to outside investors in arms-length transactions, the Company’s operating and financial performance, the lack of marketability, and general and industry specific economic outlook, amongst others.

The weighted average assumptions for the year ended December 31, 2021 and December 31, 2020 are provided in the following table.


	Year Ended December 31,
	2021			2020
Valuation assumptions:
Expected dividend yield	—%			—%
Expected volatility		53	%		48	%
Expected term (years)		6.1			6.0
Risk-free interest rate		1.1	%		0.5	%
Fair value of share	$	26.96		$	4.46

A summary of the status of the Company’s stock option activity and the changes during the years then ended are as follows (in millions, except share and per share amounts):


	Number of Shares			Weighted Average Exercise Price Per Share		Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at December 31, 2018		2,251,098		$	1.33		8.5
Granted		1,170,598			3.18		9.0
Exercised		(455,665	)		1.00		0.4
Forfeited		(336,784	)		1.65		—
Expired		(8,720	)		1.47		—
Balance at December 31, 2019		2,620,527			2.16		8.3
Exercisable at December 31, 2019		992,914			1.32		7.1

Balance at December 31, 2019		2,620,527			2.16		8.3
Granted		1,144,457			3.98		9.1
Exercised		(465,668	)		1.16		4.8
Forfeited		(131,129	)		2.68		—
Expired		(15,413	)		1.46		—
Balance at December 31, 2020		3,152,774			2.97		8.3
Exercisable at December 31, 2020		1,193,301			2.14		7.2

Balance at December 31, 2020		3,152,774			2.97		8.3	$	4.7
Granted		1,393,431			12.24		—
Exercised		(1,101,539	)		2.07		—
Forfeited		(148,304	)		7.88		—
Expired		(9,492	)		2.65		—
Balance at December 31, 2021		3,286,870			6.98		8.4	$	145.5
Exercisable at December 31, 2021		987,622			3.35		7.5	$	47.3

In April 2021, the Company granted stock options to purchase up to 1.3 million shares of our common stock at an exercise price of $12.32 per share which generally vest over a requisite service period of four years. In the second quarter of 2021, the Company assessed the fair value of the Company's April 2021 stock option grant, giving consideration to the Company's initial public offering price of $44.00 per share. The Company assumed a $28.00 per share fair value, which was based on a 30% discount from the midpoint of our initial price range, in order to determine the appropriate stock-based compensation expense for financial reporting purposes. The Company estimated that the fair value of the April 2021 grants approximated $25.6 million which is being recognized over 4 years from the grant date.

The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $19.0 million and $1.6 million, respectively.

At December 31, 2021 and 2020, there was $21.4 million and $2.4 million, respectively, of total unrecognized compensation cost related to unvested stock options granted under the 2016 Equity Incentive Plan. That cost is expected to be recognized over a weighted average period of approximately 3 years and 1 year at December 31, 2021 and 2020, respectively.

The Company currently uses authorized and unissued shares to satisfy share award exercises.

Restricted Stock Units

A summary of the status of the Company’s restricted stock unit activity and the changes during the year ended December 31, 2021 are as follows (in millions, except share and per share amounts):


	Number of Shares			Weighted Average Grant Date fair value (per share)		Aggregate Intrinsic Value

Unvested RSUs as of December 31, 2020		-		$	-	$	-
Granted		193,722		$	64.02
Vested		(1,954	)	$	73.17
Forfeited and cancelled		(5,288	)	$	63.58
Unvested RSUs as of December 31, 2021		186,480		$	63.94	$	9.6

At December 31, 2021 there was approximately $10.7 million of total unrecognized compensation cost related to unvested restricted stock units granted under the 2021 Equity Incentive Plan. That cost is expected to be recognized over a weighted average period of 4 years at December 31, 2021.

Total stock-based compensation cost for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019

Sales and marketing	$	1,223	$	156	$	93
Operations and support		2,659		259		154
Product development		1,744		375		223
General and administrative		1,769		216		74
Total stock compensation expense	$	7,395	$	1,006	$	544

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

(10)

Income Taxes

The Company had no current or deferred income tax benefit or expense in the U.S. or outside the U.S. for the years ended December 31, 2021, 2020 and 2019.

The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows:


	Year Ended December 31,
	2021			2020			2019
Federal tax statutory rate		21	%		21	%		21	%
Foreign rate difference		1			3			—
Permanent difference: stock based compensation		1			—			—
Permanent difference: other		(1	)		—			—
Goodwill impairment		—			(2	)		(1	)
Valuation allowance		(22	)		(22	)		(20	)
		—	%		—	%		—	%

Under GAAP, changes in tax rates and tax law are accounted for in the period of enactment and deferred tax assets and liabilities are measured at the enacted tax rate. The tax effects of temporary differences that give rise to significant

portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below (in thousands):


	December 31,
	2021			2020
Deferred tax assets:
Deferred compensation	$	2,403		$	698
Leases		3,587			509
Sec. 163(j) interest limitation carryforward		526			390
Allowance for doubtful accounts		424			141
Fixed assets		240			—
Charitable contributions		548			—
Unrealized losses		501			—
Other		530			16
Net operating loss		54,570		25709
Total deferred tax assets		63,329			27,463
Less valuation allowance		(47,310	)		(26,148	)
Total deferred tax assets, net	$	16,019		$	1,315
Deferred tax liabilities:
Fixed assets	$	—		$	(227	)
Leases		(4,729	)		(457	)
Deferred sales commissions		(1,406	)		—
Acquisition costs and intangibles		(9,884	)		(631	)
Total deferred tax liabilities		(16,019	)		(1,315	)
Net deferred tax asset/liability	$	—		$	—

Tax Valuation Allowance

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers scheduled reversals of deferred tax liabilities, projecting future taxable income, and tax planning strategies that can be implemented by the Company in making the assessment.

As of December 31, 2021, and 2020, the Company had a valuation allowance of $47.3 million and $26.1 million, respectively, against certain deferred tax assets. The valuation allowance relates to the deferred tax assets of the Company’s U.S. entities, including federal and state tax attributes and timing differences, as well as the deferred tax assets of its foreign subsidiaries. The increase in the valuation allowance during 2021 is primarily related to the pre-tax losses generated in the U.S and non-U.S. operations. The Company has a full valuation allowance against its net deferred tax assets as a result of cumulative losses as of December 31, 2021 and 2020.

Net Operating Loss and Credit Carryforwards

As of December 31, 2021, the Company has net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes, and similar state amounts, of approximately $195.7 million available to reduce future income subject to income taxes before limitations. As of December 31, 2021 the Company had a net operating loss carryforward for tax purposes related to its foreign subsidiaries of $20.5 million. U.S. federal net operating carryforwards generated prior to 2018 in the approximate amount of $71.9 million will begin to expire, if not utilized, in 2022. Our non-U.S. net operating loss and U.S. federal net operating losses post 2017 have an indefinite life. Under the provisions of U.S. Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation in the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income. As of December 31, 2021 the $195.7 million of U.S. federal net operating losses excludes $14.7 million of Maketime Inc. acquired net operating losses that the Company expects to be substantially limited by Section 382 of the U.S. Internal Revenue Code and does not expect to claim on a U.S. Tax Return. As of December 31, 2021, the Company completed its analysis on Xometry's legacy $128.4 million U.S. federal net operating losses, pursuant to Section 382 of the U.S. Internal Revenue Code, to determine the impact ownership changes have had on the ability of the Company to utilize net operating losses it has generated. Based on the results of this analysis, the Company expects $128.4 million of legacy Xometry U.S. federal net operating losses to be available to offset future taxable income. Management has not yet completed its evaluation of any limitations on the ability to use the acquired Thomas subsidiary net operating loss carryforward of $67.3 million. The Company plans to complete this analysis during

2022 and the results could have a significant impact on the net operating loss deferred tax asset, acquisition accounting and income tax provision.

Uncertain Tax Positions

For uncertain tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements.

Our gross unrecognized tax benefits related to uncertain tax positions as of December 31, 2021 and 2020 were $1.1 million and zero, respectively, which were included in income taxes payable on our consolidated balance sheets. If recognized, the resulting tax benefit would impact our effective tax rates in future effected periods.

The aggregate changes in the gross unrecognized tax benefits related to uncertain tax positions were as follows (in thousands):



	2021		2020

Balance as of January 1:	$	—	$	—
Increase for tax positions due to acquisition		1,145		—
Net tax position as of December 31,	$	1,145	$	—

The Company’s federal and state income tax returns are subject to examination by income taxing authorities, generally for three years after the returns are filed. However, tax attribute carryforwards may still be adjusted upon examination by tax authorities. The Company is not currently under examination by any tax jurisdiction.

As of December 31, 2021 and 2020, we had accrued interest expense related to uncertain tax positions of $0.4 million and zero, respectively. As of December 31,2021 and 2020, we have accrued penalty expense of $0.4 million and zero, respectively.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

(11)

Net Loss Per Share Attributable to Common Stockholders

The Company computes net loss per share of Class A common stock, Class B common stock and participating securities using the two-class method. Basic and diluted EPS are the same for each class of common stock and participating securities because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):


	Year Ended December 31,
	2021			2020			2019
Net loss	$	(61,381	)	$	(31,085	)	$	(30,994	)
Deemed dividend to preferred stockholders		—			(8,801	)		—
Net loss attributable to noncontrolling interest		2			—			—
Net loss attributable to common stockholders	$	(61,379	)	$	(39,886	)	$	(30,994	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		26,318,349			7,492,876			6,345,498
Net loss per share attributable to common stockholders, basic and diluted	$	(2.33	)	$	(5.32	)	$	(4.88	)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the occurrence of an event:


	December 31,
	2021		2020
Convertible preferred stock		—		27,758,941
Stock options outstanding		3,286,870		3,152,774
Unvested restricted stock units		186,480		—
Warrants outstanding		87,784		112,026
Shares reserved for charitable contribution		362,392		—
Total shares		3,923,526		31,023,741

Debt Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt Commitments and Contingencies

(12)

Debt Commitments and Contingencies

The Company was party to an amended and restated loan and security agreement ("Amended Loan and Security Agreement") with Hercules Capital, Inc. (“Hercules”) for a term loan ("the Term Loan Facility"). Under the Amended Loan and Security Agreement, effective January 30, 2020, the Company could borrow up to $15 million under the Term Loan Facility, all of which became available to the Company immediately on the agreement date. On July 9, 2021, the Company repaid the full amount of its term loan with Hercules with proceeds from the IPO (see Note 1). In connection with the debt extinguishment, the Company paid Hercules $16.1 million and recorded a loss on debt extinguishment of approximately $0.3 million.

Prior to its repayment, the term loan accrued interest at the greater of (i) 8.7% per annum or (ii) 8.7% per annum plus the prime rate minus 4.75% per annum. The term loan agreement required a maximum $1.2 million end of term fee due and payable on the maturity date of May 1, 2022, however, if the term loan was repaid prior to November 1, 2021, the amount owed would be $0.9 million. As of December 31, 2020, the Company owed $15.8 million on this term loan, including principal borrowings and accrued end of term fee.

As part of the initial term loan agreement with Hercules, the Company issued a warrant to purchase 87,784 shares of the Company’s Series B Convertible Preferred Stock with a strike price of $5.13 per share that expires in May 2025. Upon closing of the IPO on July 2, 2021, the warrant held by Hercules may only be exercised for shares of Class A common stock.

The Term Loan Facility contained customary affirmative and negative covenants, including covenants that required Hercules consent to, among other things, merge or consolidate or acquire assets outside the ordinary course of business, make investments, incur additional indebtedness or guarantee indebtedness of others, pay dividends and redeem and repurchase the Company’s capital stock, enter into transactions with affiliates outside the ordinary course of business, and create liens on Company assets. Xometry was in compliance with covenants at the time the term loan was repaid and as of December 31, 2020.

Paycheck Protection Program

In April 2020, the Company received loan proceeds in the amount of approximately $4.8 million under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted March 27, 2020, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company paid back the loan principal with interest on July 8, 2020.

Contingencies

The Company from time to time may be subject to various claims and legal proceedings covering a range of matters that arise in the ordinary course of its business activities. In the opinion of the Company, although the outcome of any legal proceedings cannot be predicted with certainty, the ultimate liability of the Company in connection with its legal proceedings is not expected to have a material adverse effect on the Company’s financial position or operations.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 1C
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Acquisitions

(13)

Acquisitions

On November 1, 2021, the Company acquired Big Blue Saw subject to an Asset Purchase Agreement. The acquisition of Big Blue Saw extends our marketplace capabilities in water jet and laser cutting. The Company accounted for the acquisition as a business combination. The goodwill of $2.1 million arising from the acquisition of Big Blue Saw related to certain expected synergies which includes improved pricing capabilities. This goodwill which is included in our U.S. reporting segment is expected to be deductible for tax purposes. The aggregate non-contingent portion of the purchase price was $1.5 million and was paid in cash and Class A common stock on the acquisition date. In addition, the purchase price includes a contingent consideration arrangement to the former owner of Big Blue Saw up to a maximum amount of $1.0 million (undiscounted) in two installments on the first and second anniversary of the acquisition and is based on client conversions. The fair value of the contingent consideration of $0.9 million was estimated by applying an income valuation approach. The measurement is based on inputs that are not observable in the market (Level 3 inputs). Key assumptions made include (a) discount rate and (b) probably weighted assumptions about client conversions.

The Company has performed a preliminary valuation analysis of the fair market value of the acquired assets and liabilities of Big Blue Saw. The final purchase price allocation will be determined when the Company has completed and fully reviewed all information necessary to finalize the fair value of the acquired assets and liabilities. The final allocation could differ materially from the preliminary allocation and may include changes in allocations to current asset, current liabilities and goodwill.

The following table (in thousands) summarizes the consideration paid for Big Blue Saw and the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	1,201
Fair value of Class A common stock		250
Fair value of contingent consideration		859
Fair value of consideration		2,310
Acquisition costs included in general and administrative		17
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		125
Property and equipment		206
Right-of-use asset		105
Lease liability		(105	)
Current liabilities		(109	)
Total identifiable net assets assumed		222
Goodwill		2,088
Total	$	2,310

On November 5, 2021, the Company acquired FactoryFour subject to an Asset Purchase Agreement. FactoryFour provides SaaS based solution to help manufacturers in the Xometry marketplace improve lead times and make strong, data-driven decisions through real-time production tracking. The Company accounted for the acquisition as a business combination. The goodwill of $5.0 million arising from the acquisition of FactoryFour related to certain expected synergies which includes our ability to offer a wider range of products to sellers on our platform. This goodwill which is included in our U.S. reporting segment is expected to be deductible for tax purposes. The aggregate non-contingent portion of the purchase price was $3.3 million and was paid in cash and Class A common stock on the acquisition date. In addition, the purchase price includes a contingent consideration arrangement to the former owners of FactoryFour up to a maximum amount of $2.5 million (undiscounted) in three installments on the first, second and third anniversary of the acquisition and is based on gross total orders. The fair value of the contingent consideration of $1.5 million was estimated by applying an option pricing model. The measurement is based on inputs that are not observable in the market (Level 3 inputs). Key assumptions made include (a) discount rate, (b) time to expiration, (c) stock price, (d) hurdle rate, (e) risk free rate, (f) volatility, (g) dividend rate and (f) assumptions about gross total orders.

The Company has performed a preliminary valuation analysis of the fair market value of the acquired assets and liabilities of FactoryFour. The final purchase price allocation will be determined when the Company has completed and fully reviewed all information necessary to finalize the fair value of the acquired assets and liabilities. The final allocation could differ materially from the preliminary allocation and may include changes in allocations to current asset, current liabilities and goodwill.

The following table (in thousands) summarizes the consideration paid for Factory Four and the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	2,167
Fair value of Class A common stock		1,139
Fair value of contingent consideration		1,470
Fair value of consideration		4,776

Acquisition costs included in general and administrative		18
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		234
Property and equipment		28
Intangible asset - developed technology		140		(1)
Right-of-use asset		1,044
Lease liability		(1,044	)
Current liabilities		(658	)
Total identifiable net assets assumed		(256	)
Goodwill		5,032
Total	$	4,776

(1) The useful life of the acquired developed technology is 3 years.

The acquisitions of Big Blue Saw and FactoryFour were not considered material individually or in the aggregate to the Company for the periods presented, and therefore, proforma information has not been presented.

On December 9, 2021, the Company acquired Thomas subject to the Merger Agreement. Xometry expects to leverage Thomas’ marketing and data services to deliver a suite of end-to-end services for sellers with additional financial services and digital marketing products. The Company accounted for the acquisition as a business combination. The goodwill of $246.7 million arising from the acquisition of Thomas related to certain expected synergies which includes the ability to drive buyers and seller onto our platform and provide additional products and services. This goodwill which is included in our U.S. reporting segment is not expected to be deductible for tax purposes. The aggregate non-contingent portion of the purchase price was approximately $276.3 million and was paid in cash and Class A common stock on the acquisition date.

The Company has performed a preliminary valuation analysis of the fair market value of the acquired assets and liabilities of Thomas. The final purchase price allocation will be determined when the Company has completed and fully reviewed all information necessary to finalize the fair value of the acquired assets and liabilities. The final allocation could differ materially from the preliminary allocation and may include changes in allocations to current and long term asset, current and long term liabilities, deferred tax liabilities and goodwill.

The following table (in thousands) summarizes the consideration paid for Thomas and the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	174,838
Fair value of Class A common stock		101,499
Fair value of consideration		276,337

Acquisition costs included in general and administrative		5,661
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		18,244
Property and equipment		890
Intangible assets		40,400
Right-of-use assets		24,130
Other long term assets		250
Investment in unconsolidated joint venture		4,156
Lease liabilities		(18,690	)
Income taxes payable		(1,647	)
Other long term liabilities		(281	)
Contract liabilities		(6,634	)
Current liabilities		(30,183	)
Noncontrolling interest		(1,036	)
Total identifiable net assets assumed		29,599
Goodwill		246,738
Total	$	276,337

The following table (in thousands) summarizes the fair value of the identifiable intangible assets:


	Total		Estimated life
Customer relationships	$	36,600	15
Database		2,400	5
Trade name		800	10
Developed technology		600	5
Total intangible assets	$	40,400

The estimated fair value of the intangible assets acquired was determined by the Company. The Company engaged a third‑party expert to assist with the valuation analysis. The Company used a relief from royalty method to estimate the fair values of the developed technology, database and tradename and a multi-period excess earnings method to estimate the fair value of the customer relationships. To measure the fair value of the noncontrolling interest, the Company used a market approach which considered historical revenues of the investee and market multiples (Level 3 inputs).

Thomas’ results of operations were included in the Company's consolidated financial statements from the date of acquisition, December 9, 2021. For the year ended December 31, 2021, Thomas contributed revenue of $4.1 million, which is reflected in the accompanying Consolidated Statement of Operations and Comprehensive Loss. Of the $5.7 million of transaction costs, $4.5 million of underwriters fees are included in accounts payable as of December 31, 2021.

The following unaudited pro forma condensed combined financial information gives effect to the acquisition of Thomas as if it was consummated on January 1, 2020 (the beginning of the comparable prior reporting period), and includes pro forma adjustments related to the amortization of acquired intangible assets, direct and incremental transaction costs reflected in the historical financial statements.

Specifically, the following adjustments were made:

•

For the year ended December 31, 2021, the Company's direct and incremental transaction costs of $5.7 million are excluded from the pro forma condensed combined net loss.

This unaudited data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2020. It should not be taken as representative of future results of operations of the combined company. The following table presents the unaudited pro forma condensed combined financial information:


	For the Year Ended December 31,
	2021			2020
	(unaudited)
Revenue	$	280,790		$	206,095
Net loss attributable to common stockholders	$	(61,852	)	$	(43,159	)

Segments

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segments

(14)

Segments

Xometry is organized in two segments referred to as: (1) the U.S. and (2) International (formerly referred to as Europe). Xometry’s operating segments are also the Company’s reportable segments. Xometry’s reportable segments, whose products and offerings are generally the same, are managed separately based on geography. Xometry’s two segments are defined based on the reporting and review process used by the chief operating decision maker (“CODM”), the Chief Executive Officer. The Company evaluates the performance of the operating segments primarily based on revenue and segment “profits/loss” which is largely the results of the segment before income taxes. The Company has not allocated certain general and administrative expenses to the Europe segment. The Company’s CODM monitors assets of the consolidated Company, but does not use assets, by operating segment when assessing performance or making operating segment resource decisions. As of December 31, 2019, the Company only had one segment. For the year ended December 31, 2019, our International segment had revenue of approximately $0.1 million, a net loss of approximately $0.4 million, property and equipment of $42,000, depreciation and amortization of $0.1 million, and expenditures for property and equipment of $13,000.

The following tables reflect certain segment information for the year ended December 31, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2021		2020
Revenue
U.S.	$	202,034	$	138,272
International		16,302		3,134
Total	$	218,336	$	141,406


	Year Ended December 31,
	2021			2020
Segment Losses
U.S.	$	(51,230	)	$	(22,130	)
International		(10,151	)		(8,955	)
Total	$	(61,381	)	$	(31,085	)


	December 31,
	2021		2020

Segment Property and Equipment
U.S.	$	9,057	$	5,612
International		1,230		501
Total	$	10,287	$	6,113


	Year Ended December 31,
	2021		2020

Segment Depreciation and Amortization
U.S.	$	3,208	$	2,389
International		388		731
Total	$	3,596	$	3,120


	Year Ended December 31,
	2021		2020

Segment Expenditures for Property and Equipment and Long-Lived Assets
U.S.	$	5,636	$	3,671
International		626		519
Total	$	6,262	$	4,190


	Year Ended December 31,
	2021		2020
Segment Impairments of Goodwill and Intangible Assets
U.S.	$	—	$	83
International		—		1,509
Total	$	—	$	1,592

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

(15)

Related Party Transactions

Prior the Company's IPO on July 2, 2021, certain companies and/or affiliates of companies that were holders of the Company’s Convertible Preferred Stock acquired products and assemblies through the Xometry platform. These Convertible Preferred Stock converted to Class A common stock on July 2, 2021. As such, Xometry’s revenue, accounts receivable, and accounts payable include amounts from these companies and/or affiliates of these companies.

For the year ended December 31, 2021 and 2020, Xometry recognized $0.7 million and $1.5 million from companies/and or affiliates of these companies, respectively. As December 31, 2020, the Company had approximately $0.4 million of accounts receivable from companies and/or affiliates of these companies.

In February 2018, the Company entered into a consulting agreement with Business Improvement Systems, Inc., which is owned by Peter Goguen. Peter Goguen is Xometry’s Chief Operating Officer. Pursuant to the terms of this agreement, the Company paid Business Improvement Systems, Inc. a monthly consulting fee in the amount of $11,667. Business Improvement Systems, Inc. provided the Company with consulting services related to operating services. This agreement was terminated as of January 31, 2021. For both years ended December 31, 2021 and 2020, the Company paid Business Improvement Systems, Inc., $0.2 million. As of December 31, 2020, the Company had approximately $0.1 million payable to Business Improvement Systems, Inc.

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

(16)

Goodwill and Intangible Assets

The following tables summarize the Company’s intangible assets (dollars in thousands):


	December 31, 2021
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount

Intangible Assets
Amortizing intangible assets:
Customer Relationships		15	$	37,139	$	674	$	36,465
Trade Names		9		973		147		826
Developed Technology		4		1,502		605		897
Vendor Relationships		15		1,404		226		1,178
Database		5		2,400		30		2,370
Total intangible assets			$	43,418	$	1,682	$	41,736


	December 31, 2020
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible Assets
Amortizing intangible assets:
Non Compete		2	$	106	$	106	$	—
Customer Relationships		1		539		512		27
Trade Names		6		173		141		32
Developed Technology		3		762		438		324
Vendor Relationships		15		1,404		135		1,269
Total intangible assets			$	2,984	$	1,332	$	1,652

We evaluate property and equipment and tangible and intangible long-lived assets for impairment. During 2021 and 2020, no impairments were recorded on our property and equipment and tangible and intangible long-lived assets. During 2021, no impairments were recorded on our intangible assets. During 2020, we recognized $0.1 million of impairment related to an intangible asset (a tradename) that Xometry ceased using in our U.S. reporting unit and wrote down the tradename to zero, its estimated fair value. The Company’s estimate of fair value considered discounted future cash flows associated with future use of the tradename.

The following tables provides a roll forward of the carrying amount of goodwill (in thousands):



	2021			2020

Balance as of January 1:
Gross goodwill	$	3,907		$	3,907
Accumulated impairments		(3,074	)		(1,719	)
Net goodwill as of January 1,		833			2,188
Goodwill acquired during the year		253,839			—
Impact of foreign exchange		—			154
Impairment expense		—			(1,509	)
Net goodwill as of December 31,	$	254,672		$	833

During 2020 our goodwill impairment analysis indicated that a certain reporting unit with goodwill attributed to it had a carrying amount which exceeded its fair value. The underperformance of the reporting unit relative to its expected performance drove the decline in the fair value of the reporting unit. As a result, during the year ended December 31, 2020, Xometry recorded a pretax charge to reduce the carrying value of goodwill by $1.5 million. As of December 31, 2021 and 2020, Xometry’s goodwill of $254.7 million is part of Xometry’s U.S. operating segment.

Aggregate amortization expense for amortizing intangibles assets was $0.5 million and $0.8 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, estimated amortization expense for the next five years is: $3.4 million in 2022, $3.3 million in 2023, $3.2 million in 2024, $3.2 million in 2025, and $3.2 million in 2026.

Amortization expense for the year ended December 31, 2021, 2020 and 2019 was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Sales and marketing	$	289		642	$	157
Operations and support		—		3		—
Product development		166		177		128
General and administrative		9		11		16
Total	$	464	$	833	$	301

Investment in Unconsolidated Joint Venture

12 Months Ended

Dec. 31, 2021

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Joint Venture

(17)

Investment in Unconsolidated Joint Venture

In connection with the Company's acquisition of Thomas on December 9, 2021, the Company assumed a 50% interest in Industrial Media, LLC ("IM, LLC") with the other 50% owned by Rich Media Group, LLC. IM, LLC primarily manages

content creation, advertising sales, and marketing initiatives for the Industrial Engineering News brand, certain magazines, videos, website and associated electronic media products for industrial engineers. The Company’s ownership interest in the net assets of IM, LLC approximated $5.2 million. We estimated the fair value of the net assets using market approach which considered, market multiples and revenue assumptions based on historical operating results (Level 3 inputs). The Company estimated a basis difference of approximately $4.2 million which is accounted for as equity method goodwill which is not subject to amortization.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

(18)

Subsequent Events

On February 4, 2022, the Company completed a private offering of $250 million aggregate principal amount of 1.00% Convertible Senior Notes due 2027 (the “Initial Notes”). The Initial Notes were issued pursuant to an indenture, dated February 4, 2022 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

On February 10, 2022, the Company issued an additional $37.5 million aggregate principal amount of its 1.00% Convertible Senior Notes due 2027 (the “Additional Notes”) to the initial purchasers named in the purchase agreement. The issuance of the Additional Notes was pursuant to the initial purchasers’ exercise in full of their 13-day option to purchase Additional Notes granted in the original offering of $250 million aggregate principal amount of 1.00% Convertible Senior Notes due 2027. The proceeds from the Initial Notes and the Additional Notes (collectively referred to as the “Notes”) are expected to be used for working capital and other general corporate purposes. The Company may also use a portion of the net proceeds for acquisitions of, or strategic investments in, complementary businesses, products, services, or technologies. However, the Company does not have agreements or commitments with respect to any such acquisition or strategic investment at this time. The Notes are general unsecured obligations of the Company and will mature on February 1, 2027, unless earlier converted, redeemed or repurchased. Interest on the Notes will accrue at a rate of 1.00% per year from February 4, 2022 and will be payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2022.

In connection with the Notes offering, the Company received net cash proceeds of approximately $278.9 million, after deducting the initial purchasers discounts and commissions.

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2021

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

Schedule II—Valuation and Qualifying Accounts

The table below details the activity of the allowance for doubtful accounts, for the years ended December 31, 2021 2020, and 2019 (in thousands):


Year ended December 31, 2021	Balance Beginning of Period		Charged to Provision Accounts		Deduction or Other			Balance at End of Period
Allowance for doubtful accounts:
Accounts receivable	$	569	$	295	$	(55	)	$	809
Year ended December 31, 2020
Allowance for doubtful accounts:
Accounts receivable	$	378	$	315	$	(124	)	$	569
Year ended December 31, 2019
Allowance for doubtful accounts:
Accounts receivable	$	137	$	694	$	(453	)	$	378

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

(a)

Principles of Consolidation and Basis of Presentation

Foreign Operations and Comprehensive Loss

Noncontrolling Interest

Reclassifications

(b)

Reclassifications

Use of Estimates

(c)

Use of Estimates

Business Combinations

(d)

Business Combinations

Fair Value Measurements and Financial Instruments

(e)

Fair Value Measurements and Financial Instruments

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Cash and Cash Equivalents

(f)

Cash and Cash Equivalents

Marketable Securities

(g)

Marketable Securities

Accounts Receivable

(h)

Accounts Receivable

Inventory

(i)

Inventory

Property and Equipment and Long-Lived Assets

(j)

Property and Equipment and Long-Lived Assets

Investment In Unconsolidated Joint Venture

(k)

Investment In Unconsolidated Joint Venture

No impairment loss on our investment in unconsolidated joint venture was recognized during the year ended December 31, 2021.

Revenue

(l)

Revenue

Sales tax collected from customers and remitted to governmental authorities is excluded from revenue.

Contract Liabilities

The following table is a summary of the contract liabilities (in thousands):


Contract liabilities at December 31, 2019	$	1,821
Revenue recognized		(67,450	)
Payments received in advance		67,984
Contract liabilities at December 31, 2020	$	2,355
Acquired contract liabilities		6,634
Revenue recognized		(126,997	)
Payments received in advance		125,871
Contract liabilities at December 31, 2021	$	7,863

Sales Contract Acquisition Costs

Cost of Revenue

(m)

Cost of Revenue

Leases

(n)

Leases

non-lease components are included in the associated ROU asset and lease liability balances on the Company’s Consolidated Balance Sheets.

Lease expense for lease payments is recognized on a straight-line basis over the term of the lease.

Sales and Marketing

(o)

Sales and Marketing

Operations and Support

(p)

Operations and Support

Product Development

(q)

Product Development

General and Administrative

(r)

General and Administrative

Stock Based Compensation

(s)

Stock Based Compensation

The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include:

•

expected annual dividend yield;

•

expected volatility over the expected term;

•

expected term;

•

risk free interest rate;

•

per share value of the underlying common stock; and

•

exercise price.

Net Loss Per Share Attributable to Common Stockholders

(t)

Net Loss Per Share Attributable to Common Stockholders

Income Taxes

(u)

Income Taxes

To the extent that it is not considered to be more likely than not that a deferred tax asset will be realized, a valuation allowance is established.

Commitments and Contingencies

(v)

Commitments and Contingencies

Intangible Assets

(w)

Intangible Assets

Goodwill

(x)

Goodwill

Recently Issued Accounting Standards

(y)

Recently Issued Accounting Standards

New Accounting Pronouncements Effective in the Year Ended December 31, 2021

New Accounting Pronouncements Effective in Future Periods

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Contract Liabilities

The following table is a summary of the contract liabilities (in thousands):


Contract liabilities at December 31, 2019	$	1,821
Revenue recognized		(67,450	)
Payments received in advance		67,984
Contract liabilities at December 31, 2020	$	2,355
Acquired contract liabilities		6,634
Revenue recognized		(126,997	)
Payments received in advance		125,871
Contract liabilities at December 31, 2021	$	7,863

Inventory (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Components of Inventory

Inventory consists of the following as of December 31, 2021 and 2020 (in thousands):


	December 31,
	2021		2020

Raw materials	$	105	$	634
Work-in-progress		1,324		1,247
Tools inventory		365		312
Finished goods		239		101
Total	$	2,033	$	2,294

Property and Equipment and Long-Lived Assets (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Summary of Components of Property and Equipment

Property and equipment consist of the following as of December 31, 2021 and 2020 (in thousands):


		December 31,
	Useful Life	2021			2020

Technology hardware	3 years	$	2,220		$	1,452
Manufacturing equipment	5 years		2,946			2,603
Capitalized software development	3 years		13,126			8,123
Patent	17 years		157			157
Leasehold improvements	Shorter of useful life or lease term		1,222			717
Furniture and fixtures	7 years		1,155			675
Total			20,826			13,727
Less accumulated depreciation			(10,539	)		(7,614	)
Property and Equipment, net		$	10,287		$	6,113

Summary of Depreciation Expense

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Cost of revenue	$	104	$	230	$	282
Sales and marketing		11		23		23
Operations and support		155		193		136
Product development		2,655		1,543		975
General and administrative		207		298		130
Total depreciation expense	$	3,132	$	2,287	$	1,546

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Operating Lease Expense

Operating lease expense for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019

Cost of revenue	$	93	$	196	$	169
Operations and support		137		—		—
General and administrative		1,512		1,024		766
Total operating lease expense	$	1,742	$	1,220	$	935

Summary of Supplemental Cash and Non-cash Information

The following table includes supplemental cash and non-cash information related to Xometry’s leases during 2021, 2020 and 2019 (in thousands):


	Year Ended December 31,
	2021			2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		1,600			1,222		724
Financing cash flows from financing leases		12			13		164
Right of use assets obtained in exchange for lease obligations:		26,706			95		-
Reduction to right of use assets resulting from reductions to lease obligations:		(84	)		-		-

Aggregate Annual Lease Obligations

Xometry’s aggregate annual lease obligations at December 31, 2021 are as follows (in thousands):


	Operating Leases			Finance Leases
2022	$	6,329		$	2
2023		6,386			—
2024		6,079			—
2025		5,119			—
2026		262			—
Total undiscounted lease obligations		24,175			2
Less imputed interest		(1,706	)		—

Net lease obligations	$	22,469		$	2

Schedule of Remaining Weighted Average Lease Terms and Discount Rates

The following are the remaining weighted average lease terms and discount rates for Xometry’s leases as of December 31, 2021 and 2020:


	Year Ended December 31,
	2021			2020
Weighted average remaining lease term (in years)		4.0			2.7
Weighted average discount rate		4.05	%		8.45	%

Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Schedule of Numbers of Authorized and Outstanding Shares of Convertible Preferred Stock



		Shares				Liquidation		Carrying
	Par Value	Authorized		Outstanding		preference		Value
Series:
Series Seed-1 Convertible Preferred Stock	$0.000001		4,200,000		4,200,000	$	4,200	$	4,200
Series Seed-2 Convertible Preferred Stock	$0.000001		2,188,322		2,188,322		2,998		2,998
Series A-1 Convertible Preferred Stock	$0.000001		4,211,094		4,211,094		8,800		8,704
Series A-2 Convertible Preferred Stock	$0.000001		1,591,230		1,591,230		12,884		12,839
Series B Convertible Preferred Stock	$0.000001		4,132,055		4,044,271		20,764		20,347
Series C Convertible Preferred Stock	$0.000001		3,754,201		3,754,201		26,248		26,004
Series D Convertible Preferred Stock	$0.000001		5,494,064		5,494,064		54,933		54,864
Series E Convertible Preferred Stock	$0.000001		2,400,000		2,275,759		32,693		30,757
Totals			27,970,966		27,758,941	$	163,520	$	160,713

Schedule of Reconciliation of Convertible Preferred Stock Reacquired and Reissued in 2021

The following table is a reconciliation of the Convertible Preferred Stock reacquired and reissued in 2020 (in thousands, except share data):


	2019		2020			2020		2020		2019		2020			2020		2020
	Outstanding Convertible Preferred Stock		Convertible Preferred Stock Repurchased			Convertible Preferred Issued		Outstanding Convertible Preferred Stock		Carrying Value		Cash Paid to Reacquire Convertible Preferred Stock			Convertible Preferred Issuance		Carrying Value
Series:
Series Seed-1 Convertible Preferred Stock		4,200,000		—			—		4,200,000	$	4,200	$	—		$	—	$	4,200
Series Seed-2 Convertible Preferred Stock		2,188,322		—			—		2,188,322		2,998		—			—		2,998
Series A-1 Convertible Preferred Stock		4,211,094		—			—		4,211,094		8,704		—			—		8,704
Series A-2 Convertible Preferred Stock		1,591,230		(1,136,622	)		1,136,622		1,591,230		6,957		(5,001	)		10,883		12,839
Series B Convertible Preferred Stock		4,044,271		(390,152	)		390,152		4,044,271		18,612		(2,001	)		3,736		20,347
Series C Convertible Preferred Stock		3,754,201		(405,453	)		405,453		3,754,201		24,756		(2,700	)		3,948		26,004
Series D Convertible Preferred Stock		5,494,064		(314,659	)		314,659		5,494,064		54,929		(3,150	)		3,085		54,864
Series E Convertible Preferred Stock		—		—			2,275,759		2,275,759		—		—			30,757		30,757
Totals		25,483,182		(2,246,886	)		4,522,645		27,758,941	$	121,156	$	(12,852	)	$	52,409	$	160,713
Deemed dividend paid to preferred stockholders													(8,801	)
Total												$	(21,653	)

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Weighted Average Assumptions

The weighted average assumptions for the year ended December 31, 2021 and December 31, 2020 are provided in the following table.


	Year Ended December 31,
	2021			2020
Valuation assumptions:
Expected dividend yield	—%			—%
Expected volatility		53	%		48	%
Expected term (years)		6.1			6.0
Risk-free interest rate		1.1	%		0.5	%
Fair value of share	$	26.96		$	4.46

Summary of Stock Option Activity

A summary of the status of the Company’s stock option activity and the changes during the years then ended are as follows (in millions, except share and per share amounts):


	Number of Shares			Weighted Average Exercise Price Per Share		Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at December 31, 2018		2,251,098		$	1.33		8.5
Granted		1,170,598			3.18		9.0
Exercised		(455,665	)		1.00		0.4
Forfeited		(336,784	)		1.65		—
Expired		(8,720	)		1.47		—
Balance at December 31, 2019		2,620,527			2.16		8.3
Exercisable at December 31, 2019		992,914			1.32		7.1

Balance at December 31, 2019		2,620,527			2.16		8.3
Granted		1,144,457			3.98		9.1
Exercised		(465,668	)		1.16		4.8
Forfeited		(131,129	)		2.68		—
Expired		(15,413	)		1.46		—
Balance at December 31, 2020		3,152,774			2.97		8.3
Exercisable at December 31, 2020		1,193,301			2.14		7.2

Balance at December 31, 2020		3,152,774			2.97		8.3	$	4.7
Granted		1,393,431			12.24		—
Exercised		(1,101,539	)		2.07		—
Forfeited		(148,304	)		7.88		—
Expired		(9,492	)		2.65		—
Balance at December 31, 2021		3,286,870			6.98		8.4	$	145.5
Exercisable at December 31, 2021		987,622			3.35		7.5	$	47.3

Summary of Restricted Stock Unit Activity

A summary of the status of the Company’s restricted stock unit activity and the changes during the year ended December 31, 2021 are as follows (in millions, except share and per share amounts):


	Number of Shares			Weighted Average Grant Date fair value (per share)		Aggregate Intrinsic Value

Unvested RSUs as of December 31, 2020		-		$	-	$	-
Granted		193,722		$	64.02
Vested		(1,954	)	$	73.17
Forfeited and cancelled		(5,288	)	$	63.58
Unvested RSUs as of December 31, 2021		186,480		$	63.94	$	9.6

Schedule of Total Stock-based Compensation Costs

Total stock-based compensation cost for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019

Sales and marketing	$	1,223	$	156	$	93
Operations and support		2,659		259		154
Product development		1,744		375		223
General and administrative		1,769		216		74
Total stock compensation expense	$	7,395	$	1,006	$	544

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Statutory Federal Income Tax Rate

The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows:


	Year Ended December 31,
	2021			2020			2019
Federal tax statutory rate		21	%		21	%		21	%
Foreign rate difference		1			3			—
Permanent difference: stock based compensation		1			—			—
Permanent difference: other		(1	)		—			—
Goodwill impairment		—			(2	)		(1	)
Valuation allowance		(22	)		(22	)		(20	)
		—	%		—	%		—	%

Schedule of Deferred Tax Assets and Deferred Tax Liabilities

The tax effects of temporary differences that give rise to significant

portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below (in thousands):


	December 31,
	2021			2020
Deferred tax assets:
Deferred compensation	$	2,403		$	698
Leases		3,587			509
Sec. 163(j) interest limitation carryforward		526			390
Allowance for doubtful accounts		424			141
Fixed assets		240			—
Charitable contributions		548			—
Unrealized losses		501			—
Other		530			16
Net operating loss		54,570		25709
Total deferred tax assets		63,329			27,463
Less valuation allowance		(47,310	)		(26,148	)
Total deferred tax assets, net	$	16,019		$	1,315
Deferred tax liabilities:
Fixed assets	$	—		$	(227	)
Leases		(4,729	)		(457	)
Deferred sales commissions		(1,406	)		—
Acquisition costs and intangibles		(9,884	)		(631	)
Total deferred tax liabilities		(16,019	)		(1,315	)
Net deferred tax asset/liability	$	—		$	—

Summary of Unrecognized Tax Benefits Related to Uncertain Tax Positions

The aggregate changes in the gross unrecognized tax benefits related to uncertain tax positions were as follows (in thousands):



	2021		2020

Balance as of January 1:	$	—	$	—
Increase for tax positions due to acquisition		1,145		—
Net tax position as of December 31,	$	1,145	$	—

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):


	Year Ended December 31,
	2021			2020			2019
Net loss	$	(61,381	)	$	(31,085	)	$	(30,994	)
Deemed dividend to preferred stockholders		—			(8,801	)		—
Net loss attributable to noncontrolling interest		2			—			—
Net loss attributable to common stockholders	$	(61,379	)	$	(39,886	)	$	(30,994	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		26,318,349			7,492,876			6,345,498
Net loss per share attributable to common stockholders, basic and diluted	$	(2.33	)	$	(5.32	)	$	(4.88	)

Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share


	December 31,
	2021		2020
Convertible preferred stock		—		27,758,941
Stock options outstanding		3,286,870		3,152,774
Unvested restricted stock units		186,480		—
Warrants outstanding		87,784		112,026
Shares reserved for charitable contribution		362,392		—
Total shares		3,923,526		31,023,741

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Schedule of Unaudited Pro Forma Condensed Combined Financial Information


	For the Year Ended December 31,
	2021			2020
	(unaudited)
Revenue	$	280,790		$	206,095
Net loss attributable to common stockholders	$	(61,852	)	$	(43,159	)

Big Blue Saw LLC

Business Acquisition [Line Items]

Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed

The following table (in thousands) summarizes the consideration paid for Big Blue Saw and the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	1,201
Fair value of Class A common stock		250
Fair value of contingent consideration		859
Fair value of consideration		2,310
Acquisition costs included in general and administrative		17
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		125
Property and equipment		206
Right-of-use asset		105
Lease liability		(105	)
Current liabilities		(109	)
Total identifiable net assets assumed		222
Goodwill		2,088
Total	$	2,310

Factory Four

Business Acquisition [Line Items]

Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed

The following table (in thousands) summarizes the consideration paid for Factory Four and the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	2,167
Fair value of Class A common stock		1,139
Fair value of contingent consideration		1,470
Fair value of consideration		4,776

Acquisition costs included in general and administrative		18
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		234
Property and equipment		28
Intangible asset - developed technology		140		(1)
Right-of-use asset		1,044
Lease liability		(1,044	)
Current liabilities		(658	)
Total identifiable net assets assumed		(256	)
Goodwill		5,032
Total	$	4,776

(1) The useful life of the acquired developed technology is 3 years.

Thomas

Business Acquisition [Line Items]

Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed

The following table (in thousands) summarizes the consideration paid for Thomas and the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	174,838
Fair value of Class A common stock		101,499
Fair value of consideration		276,337

Acquisition costs included in general and administrative		5,661
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		18,244
Property and equipment		890
Intangible assets		40,400
Right-of-use assets		24,130
Other long term assets		250
Investment in unconsolidated joint venture		4,156
Lease liabilities		(18,690	)
Income taxes payable		(1,647	)
Other long term liabilities		(281	)
Contract liabilities		(6,634	)
Current liabilities		(30,183	)
Noncontrolling interest		(1,036	)
Total identifiable net assets assumed		29,599
Goodwill		246,738
Total	$	276,337

Schedule of Fair Value of Identifiable Intangible Asset

The following table (in thousands) summarizes the fair value of the identifiable intangible assets:


	Total		Estimated life
Customer relationships	$	36,600	15
Database		2,400	5
Trade name		800	10
Developed technology		600	5
Total intangible assets	$	40,400

Segments (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Summary of Segment Information

The following tables reflect certain segment information for the year ended December 31, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2021		2020
Revenue
U.S.	$	202,034	$	138,272
International		16,302		3,134
Total	$	218,336	$	141,406


	Year Ended December 31,
	2021			2020
Segment Losses
U.S.	$	(51,230	)	$	(22,130	)
International		(10,151	)		(8,955	)
Total	$	(61,381	)	$	(31,085	)


	December 31,
	2021		2020

Segment Property and Equipment
U.S.	$	9,057	$	5,612
International		1,230		501
Total	$	10,287	$	6,113


	Year Ended December 31,
	2021		2020

Segment Depreciation and Amortization
U.S.	$	3,208	$	2,389
International		388		731
Total	$	3,596	$	3,120


	Year Ended December 31,
	2021		2020

Segment Expenditures for Property and Equipment and Long-Lived Assets
U.S.	$	5,636	$	3,671
International		626		519
Total	$	6,262	$	4,190


	Year Ended December 31,
	2021		2020
Segment Impairments of Goodwill and Intangible Assets
U.S.	$	—	$	83
International		—		1,509
Total	$	—	$	1,592

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

The following tables summarize the Company’s intangible assets (dollars in thousands):


	December 31, 2021
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount

Intangible Assets
Amortizing intangible assets:
Customer Relationships		15	$	37,139	$	674	$	36,465
Trade Names		9		973		147		826
Developed Technology		4		1,502		605		897
Vendor Relationships		15		1,404		226		1,178
Database		5		2,400		30		2,370
Total intangible assets			$	43,418	$	1,682	$	41,736


	December 31, 2020
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible Assets
Amortizing intangible assets:
Non Compete		2	$	106	$	106	$	—
Customer Relationships		1		539		512		27
Trade Names		6		173		141		32
Developed Technology		3		762		438		324
Vendor Relationships		15		1,404		135		1,269
Total intangible assets			$	2,984	$	1,332	$	1,652

Schedule of Carrying Amount of Goodwill

The following tables provides a roll forward of the carrying amount of goodwill (in thousands):



	2021			2020

Balance as of January 1:
Gross goodwill	$	3,907		$	3,907
Accumulated impairments		(3,074	)		(1,719	)
Net goodwill as of January 1,		833			2,188
Goodwill acquired during the year		253,839			—
Impact of foreign exchange		—			154
Impairment expense		—			(1,509	)
Net goodwill as of December 31,	$	254,672		$	833

Schedule of Amortization Expense

Amortization expense for the year ended December 31, 2021, 2020 and 2019 was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Sales and marketing	$	289		642	$	157
Operations and support		—		3		—
Product development		166		177		128
General and administrative		9		11		16
Total	$	464	$	833	$	301

Organization and Description of Business - Additional Information (Details) - USD ($)						12 Months Ended
	Dec. 09, 2021	Dec. 07, 2021	Nov. 05, 2021	Nov. 01, 2021	Jul. 02, 2021	Dec. 31, 2021	Dec. 31, 2019	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Entity month and year of incorporation						2013-05
Stock at closing						$ 102,888,000	$ 2,743,000
Other offering costs						$ 3,678,000
Common stock share outstanding						0		7,755,782
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Donated common stock, shares						40,266
Donated common stock						$ 2,200,000
Common stock share outstanding						43,998,404		0
Common stock shares reserved of fully diluted capitalization					402,658
Percentage of fully diluted capitalization for charitable contributions to non-profit organization					1.00%
Maximum percentage of shares issued over next five years of initial reserve amount per year					20.00%
Class B Common Stock
Subsidiary, Sale of Stock [Line Items]
Common stock share outstanding						2,676,154		0
Big Blue Saw LLC
Subsidiary, Sale of Stock [Line Items]
Total consideration				$ 2,310,000
Cash consideration				1,201,000
Big Blue Saw LLC \| Maximum
Subsidiary, Sale of Stock [Line Items]
Contingent consideration				1,000,000.0
Thomas
Subsidiary, Sale of Stock [Line Items]
Total consideration	$ 276,337,000
Cash consideration	$ 174,838,000
Asset Purchase Agreement \| Big Blue Saw LLC
Subsidiary, Sale of Stock [Line Items]
Total consideration				2,500,000
Cash consideration				1,250,000
Asset Purchase Agreement \| Big Blue Saw LLC \| Maximum
Subsidiary, Sale of Stock [Line Items]
Contingent consideration				1,000,000.0
Asset Purchase Agreement \| Big Blue Saw LLC \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Stock at closing				$ 250,000
Asset Purchase Agreement \| Fusiform, Inc.
Subsidiary, Sale of Stock [Line Items]
Total consideration			$ 6,300,000
Cash consideration			1,900,000
Asset Purchase Agreement \| Fusiform, Inc. \| Maximum
Subsidiary, Sale of Stock [Line Items]
Contingent consideration			2,500,000
Asset Purchase Agreement \| Fusiform, Inc. \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Stock at closing			$ 1,900,000
Merger Agreement \| Thomas
Subsidiary, Sale of Stock [Line Items]
Total consideration		$ 300,000,000
Cash consideration		$ 198,500,000
Merger Agreement \| Thomas \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		2,073,422
IPO
Subsidiary, Sale of Stock [Line Items]
Stock issued and sold					7,906,250
Offering price per share					$ 44.00
Net proceeds after deducting underwriting discounts and commissions					$ 325,300,000
Underwriting discounts and commissions					22,600,000
Other offering costs					$ 3,700,000
IPO \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Stock issued and sold						7,906,250
Common stock share outstanding					8,665,797
Outstanding convertible preferred stock were converted into Class A common stock					27,758,941
IPO \| Class B Common Stock
Subsidiary, Sale of Stock [Line Items]
Class A Common stock shares exchanged into class B common stock					2,676,154

Summary of Significant Accounting Policies - Additional Information (Details)	1 Months Ended		5 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Apr. 30, 2021	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)	Dec. 09, 2021
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Number of reportable segments \| Segment				2
Proceeds from IPO in marketable securities				$ 325,263,000
Marketable securities	$ 30,465,000		$ 30,465,000	30,465,000	$ 0
Unrealized loss related to marketable securities				2,002,000
Property and equipment includes capitalized internal-use software development costs				5,200,000	3,600,000
Impairment loss of investment				0
Revenue, net of estimated returns, refunds and allowances	200,000		200,000	200,000	100,000
Amortization of deferred sales commissions	500,000
Advertising costs				$ 20,700,000	$ 12,000,000.0
Requisite service period		4 years		4 years
Other Expenses
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Unrealized loss related to marketable securities			(2,000,000.0)
Incom Co., LTD
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Ownership percentage						66.67%
Level 1
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Marketable securities	$ 30,500,000		$ 30,500,000	$ 30,500,000
Accounting Standards Update 2021-08
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true		true	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Nov. 01, 2021		Nov. 01, 2021	Nov. 01, 2021
Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life				7 years
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Intangible assets, estimated useful lives				15 years
Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life				3 years
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Intangible assets, estimated useful lives				1 year

Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Contract Liabilities, Beginning balance	$ 2,355	$ 1,821
Acquired contract liabilities	6,634
Revenue recognized	(126,997)	(67,450)
Payments received in advance	125,871	67,984
Contract Liabilities, Ending balance	$ 7,863	$ 2,355

Credit Concentrations - Additional Information (Details) - Customer	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Number of customer accounted for more than 10%	0	1
Revenue \| Customer Concentration Risk \| Customer 1
Concentration Risk [Line Items]
Concentration risk percentage		11.20%
Accounts Receivable \| Credit Concentration Risk
Concentration Risk [Line Items]
Number of customer accounted for more than 10%	0	0

Inventory - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Raw materials	$ 105	$ 634
Work-in-progress	1,324	1,247
Finished goods	239	101
Total	2,033	2,294
Tools
Inventory [Line Items]
Total	$ 365	$ 312

Property and Equipment and Long-Lived Assets - Summary of Components of Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Total	$ 20,826	$ 13,727
Less accumulated depreciation	(10,539)	(7,614)
Property and Equipment, net	10,287	6,113
Patent
Property Plant And Equipment [Line Items]
Total	$ 157	157
Property and equipment, Useful life	17 years
Technology Hardware
Property Plant And Equipment [Line Items]
Total	$ 2,220	1,452
Property and equipment, Useful life	3 years
Manufacturing Equipment
Property Plant And Equipment [Line Items]
Total	$ 2,946	2,603
Property and equipment, Useful life	5 years
Capitalized Software Development
Property Plant And Equipment [Line Items]
Total	$ 13,126	8,123
Property and equipment, Useful life	3 years
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total	$ 1,222	717
Property and equipment, Useful Life	Shorter of usefullife or lease term
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Total	$ 1,155	$ 675
Property and equipment, Useful life	7 years

Property and Equipment and Long-Lived Assets - Summary of Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Depreciation expense	$ 3,132	$ 2,287	$ 1,546
Cost of Revenue
Property Plant And Equipment [Line Items]
Depreciation expense	104	230	282
Sales and Marketing
Property Plant And Equipment [Line Items]
Depreciation expense	11	23	23
Operations and Support
Property Plant And Equipment [Line Items]
Depreciation expense	155	193	136
Product Development
Property Plant And Equipment [Line Items]
Depreciation expense	2,655	1,543	975
General and Administrative
Property Plant And Equipment [Line Items]
Depreciation expense	$ 207	$ 298	$ 130

Leases - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 1,742	$ 1,220	$ 935
Cost of Revenue
Lessee, Lease, Description [Line Items]
Operating lease expense	93	196	169
Operations and Support
Lessee, Lease, Description [Line Items]
Operating lease expense	137
General and Administrative
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 1,512	$ 1,024	$ 766

Leases - Summary of Supplemental Cash and Non-cash Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 1,600	$ 1,222	$ 724
Financing cash flows from financing leases	12	13	$ 164
Right of use assets obtained in exchange for lease obligations:	26,706	$ 95
Reduction to right of use assets resulting from reductions to lease obligations:	$ (84)

Leases - Aggregate Annual Lease Obligations (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Operating Leases, 2022	$ 6,329
Operating Leases, 2023	6,386
Operating Leases, 2024	6,079
Operating Leases, 2025	5,119
Operating Leases, 2026	262
Operating Leases, Total undiscounted lease obligations	24,175
Operating Leases, Less imputed interest	(1,706)
Operating Leases, Net lease obligations	22,469
Finance Leases, 2022	2
Finance Leases, Total undiscounted lease obligations	2
Finance Leases, Net lease obligations	$ 2

Leases - Schedule of Remaining Weighted Average Lease Terms and Discount Rates (Details)	Dec. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Weighted average remaining lease term (in years)	4 years	2 years 8 months 12 days
Weighted average discount rate	4.05%	8.45%

Common Stock - Additional Information (Details) - $ / shares		12 Months Ended
	Jul. 02, 2021	Dec. 31, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Common stock, voting rights		one vote per share
Common stock share outstanding		0	7,755,782
Class A common stock exchanged for Class B common stock	2,268,846
Authorized capital stock	805,000,000	0	42,000,000
Common stock, par value per share	$ 0.000001		$ 0.000001
Preferred Stock
Class Of Stock [Line Items]
Authorized capital stock	50,000,000
Class A Common Stock
Class Of Stock [Line Items]
Common stock, voting rights	one vote per share
Common stock share outstanding		43,998,404	0
Authorized capital stock	750,000,000	750,000,000	0
Common stock, par value per share		$ 0.000001
Class B Common Stock
Class Of Stock [Line Items]
Common stock, voting rights	20 votes per share
Common stock share outstanding		2,676,154	0
Authorized capital stock	5,000,000	5,000,000	0
Common stock, par value per share		$ 0.000001
IPO \| Class A Common Stock
Class Of Stock [Line Items]
Common stock share outstanding	8,665,797

Convertible Preferred Stock - Schedule of Numbers of Authorized and Outstanding Shares of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
Shares authorized	0	27,970,966
Shares outstanding	0	27,758,941	25,483,182
Liquidation preference		$ 163,520
Carrying value		$ 160,713	$ 121,156
Convertible Preferred Stock- Seed-1
Temporary Equity [Line Items]
Par Value		$ 0.000001
Shares authorized		4,200,000
Shares outstanding		4,200,000	4,200,000
Liquidation preference		$ 4,200
Carrying value		$ 4,200	$ 4,200
Convertible Preferred Stock- Seed-2
Temporary Equity [Line Items]
Par Value		$ 0.000001
Shares authorized		2,188,322
Shares outstanding		2,188,322	2,188,322
Liquidation preference		$ 2,998
Carrying value		$ 2,998	$ 2,998
Convertible Preferred Stock- Series A-1
Temporary Equity [Line Items]
Par Value		$ 0.000001
Shares authorized		4,211,094
Shares outstanding		4,211,094	4,211,094
Liquidation preference		$ 8,800
Carrying value		$ 8,704	$ 8,704
Convertible Preferred Stock- Series A-2
Temporary Equity [Line Items]
Par Value		$ 0.000001
Shares authorized		1,591,230
Shares outstanding		1,591,230	1,591,230
Liquidation preference		$ 12,884
Carrying value		$ 12,839	$ 6,957
Convertible Preferred Stock- Series B
Temporary Equity [Line Items]
Par Value		$ 0.000001
Shares authorized		4,132,055
Shares outstanding		4,044,271	4,044,271
Liquidation preference		$ 20,764
Carrying value		$ 20,347	$ 18,612
Convertible Preferred Stock- Series C
Temporary Equity [Line Items]
Par Value		$ 0.000001
Shares authorized		3,754,201
Shares outstanding		3,754,201	3,754,201
Liquidation preference		$ 26,248
Carrying value		$ 26,004	$ 24,756
Convertible Preferred Stock- Series D
Temporary Equity [Line Items]
Par Value		$ 0.000001
Shares authorized		5,494,064
Shares outstanding		5,494,064	5,494,064
Liquidation preference		$ 54,933
Carrying value		$ 54,864	$ 54,929
Convertible Preferred Stock- Series E
Temporary Equity [Line Items]
Par Value		$ 0.000001
Shares authorized		2,400,000
Shares outstanding		2,275,759
Liquidation preference		$ 32,693
Carrying value		$ 30,757

Convertible Preferred Stock - Additional Information (Details) - USD ($)		12 Months Ended
	Jul. 02, 2021	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Deemed dividend to selling stockholders			$ 8,801,000
Convertible Preferred Stock
Temporary Equity [Line Items]
Temporary equity, dividend rate percentage		8.00%
IPO
Temporary Equity [Line Items]
Purchase price per share	$ 44.00
IPO \| Class A Common Stock
Temporary Equity [Line Items]
Outstanding convertible preferred stock were converted into Class A common stock	27,758,941
Conversion of convertible preferred stock, shares exchanged		27,351,633
IPO \| Class B Common Stock
Temporary Equity [Line Items]
Conversion of convertible preferred stock, shares exchanged	407,308	407,308
Minimum \| Public Offering
Temporary Equity [Line Items]
Gross proceeds from offering		$ 50,000,000
Purchase price per share		$ 20.43
Common Stock
Temporary Equity [Line Items]
Number of shares issued on conversion of each share of convertible preferred stock		1

Convertible Preferred Stock - Schedule of Reconciliation of Convertible Preferred Stock Reacquired and Reissued in 2021 (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	27,758,941	0	25,483,182
Convertible Preferred Stock Repurchased	(2,246,886)
Convertible Preferred Issued	4,522,645
Carrying value	$ 160,713		$ 121,156
Cash Paid to Reacquire Convertible Preferred Stock	(12,852)
Convertible Preferred Issuance	52,409
Deemed dividend paid to preferred stockholders	(8,801)
Total Cash Paid to Reacquire Convertible Preferred Stock	$ (21,653)
Convertible Preferred Stock- Seed-1
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	4,200,000		4,200,000
Carrying value	$ 4,200		$ 4,200
Convertible Preferred Stock- Seed-2
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	2,188,322		2,188,322
Carrying value	$ 2,998		$ 2,998
Convertible Preferred Stock- Series A-1
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	4,211,094		4,211,094
Carrying value	$ 8,704		$ 8,704
Convertible Preferred Stock- Series A-2
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	1,591,230		1,591,230
Convertible Preferred Stock Repurchased	(1,136,622)
Convertible Preferred Issued	1,136,622
Carrying value	$ 12,839		$ 6,957
Cash Paid to Reacquire Convertible Preferred Stock	(5,001)
Convertible Preferred Issuance	$ 10,883
Convertible Preferred Stock- Series B
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	4,044,271		4,044,271
Convertible Preferred Stock Repurchased	(390,152)
Convertible Preferred Issued	390,152
Carrying value	$ 20,347		$ 18,612
Cash Paid to Reacquire Convertible Preferred Stock	(2,001)
Convertible Preferred Issuance	$ 3,736
Convertible Preferred Stock- Series C
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	3,754,201		3,754,201
Convertible Preferred Stock Repurchased	(405,453)
Convertible Preferred Issued	405,453
Carrying value	$ 26,004		$ 24,756
Cash Paid to Reacquire Convertible Preferred Stock	(2,700)
Convertible Preferred Issuance	$ 3,948
Convertible Preferred Stock- Series D
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	5,494,064		5,494,064
Convertible Preferred Stock Repurchased	(314,659)
Convertible Preferred Issued	314,659
Carrying value	$ 54,864		$ 54,929
Cash Paid to Reacquire Convertible Preferred Stock	(3,150)
Convertible Preferred Issuance	$ 3,085
Convertible Preferred Stock- Series E
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	2,275,759
Convertible Preferred Issued	2,275,759
Carrying value	$ 30,757
Convertible Preferred Issuance	$ 30,757

Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 02, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Intrinsic value of options exercised		$ 19.0	$ 1.6
Stock options granted to purchase shares of common stock		1,393,431	1,144,457	1,170,598
Stock options granted exercise price	$ 12.32	$ 12.24	$ 3.98	$ 3.18
Requisite service period	4 years	4 years
Initial public offering price per share	$ 44.00
Fair value of share	$ 28.00	$ 26.96	$ 4.46
Discount from midpoint of initial price range	30.00%
Estimated fair value of options granted	$ 25.6
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted to purchase shares of common stock	1,300,000
2016 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock options granted		$ 21.4	$ 2.4
Cost is expected to be recognized over weighted average period		3 years	1 year
Stock options granted to purchase shares of common stock		0
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for grant		3,838,154
Maximum number of shares of common stock that may issued					4,026,588
2021 Equity Incentive Plan \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Cost is expected to be recognized over weighted average period		4 years
Total unrecognized compensation cost related to unvested restricted stock units		$ 10.7
2014 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Plan termination, month and year		2016-02
Stock options granted to purchase shares of common stock		0

Stock Based Compensation - Schedule of Weighted Average Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Apr. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Expected volatility	53.00%	48.00%
Expected term (years)	6 years 1 month 6 days	6 years
Risk-free interest rate	1.10%	0.50%
Fair value of share	$ 26.96	$ 4.46	$ 28.00

Stock Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Shares, Beginning Balance		3,152,774	2,620,527	2,251,098
Number of Shares, Granted		1,393,431	1,144,457	1,170,598
Number of Shares, Exercised		(1,101,539)	(465,668)	(455,665)
Number of Shares, Forfeited		(148,304)	(131,129)	(336,784)
Number of Shares, Expired		(9,492)	(15,413)	(8,720)
Number of Shares, Ending Balance		3,286,870	3,152,774	2,620,527	2,251,098
Number of Shares, Exercisable		987,622	1,193,301	992,914
Weighted Average Exercise Price Per Share, Beginning Balance		$ 2.97	$ 2.16	$ 1.33
Weighted Average Exercise Price Per Share, Granted	$ 12.32	12.24	3.98	3.18
Weighted Average Exercise Price Per Share, Exercised		2.07	1.16	1.00
Weighted Average Exercise Price Per Share, Forfeited		7.88	2.68	1.65
Weighted Average Exercise Price Per Share, Expired		2.65	1.46	1.47
Weighted Average Exercise Price Per Share, Ending Balance		6.98	2.97	2.16	$ 1.33
Weighted Average Exercise Price Per Share, Exercisable		$ 3.35	$ 2.14	$ 1.32
Average Remaining Contractual Term		8 years 4 months 24 days	8 years 3 months 18 days	8 years 3 months 18 days	8 years 6 months
Average Remaining Contractual Term, Granted			9 years 1 month 6 days	9 years
Average Remaining Contractual Term, Exercised			4 years 9 months 18 days	4 months 24 days
Average Remaining Contractual Term, Exercisable		7 years 6 months	7 years 2 months 12 days	7 years 1 month 6 days
Aggregate Intrinsic Value		$ 145.5	$ 4.7
Aggregate Intrinsic Value, Exercisable		$ 47.3

Stock Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Granted \| shares	193,722
Number of Shares, Vested \| shares	(1,954)
Number of Shares, Forfeited and cancelled \| shares	(5,288)
Number of Shares, Unvested RSUs as of December 31, 2021 \| shares	186,480
Weighted Average Grant Date fair value (per share), Granted \| $ / shares	$ 64.02
Weighted Average Grant Date fair value (per share), Vested \| $ / shares	73.17
Weighted Average Grant Date fair value (per share), Forfeited and cancelled \| $ / shares	63.58
Weighted Average Grant Date fair value (per share), Unvested RSUs as of December 31, 2021 \| $ / shares	$ 63.94
Aggregate Intrinsic Value, Unvested RSUs as of December 31, 2021 \| $	$ 9.6

Stock Based Compensation - Schedule of Total Stock-based Compensation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	$ 7,395	$ 1,006	$ 544
Sales and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	1,223	156	93
Operations and Support
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	2,659	259	154
Product Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	1,744	375	223
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	$ 1,769	$ 216	$ 74

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes [Line Items]
Current income tax expense (benefit)	$ 0	$ 0	$ 0
Valuation allowance	47,310,000	26,148,000
Deferred income tax expense (benefit)	(179,000)	0	$ 0
Operating loss carryforwards subject to expiration	$ 71,900,000
Operating loss carryforwards limitation on use description	Under the provisions of U.S. Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation in the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income
Acquired net operating losses	$ 14,700,000
Unrecognized tax benefits related to uncertain tax positions	1,145,000	0
Accrued interest expense related to uncertain tax positions	400,000	0
Accrued penalty expense related to uncertain tax positions	400,000	$ 0
Thomas
Income Taxes [Line Items]
Net operating loss carryforwards	67,300,000
Federal
Income Taxes [Line Items]
Net operating loss carryforwards	195,700,000
Remaining net operating loss carryforwards	128,400,000
Foreign
Income Taxes [Line Items]
Net operating loss carryforwards	$ 20,500,000

Income Taxes - Schedule of Statutory Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes [Line Items]
Federal tax statutory rate	21.00%	21.00%	21.00%
Foreign rate difference	1.00%	3.00%
Permanent difference: stock based compensation	1.00%
Permanent difference: other	(1.00%)
Goodwill impairment		(2.00%)	(1.00%)
Valuation allowance	(22.00%)	(22.00%)	(20.00%)
Effective income tax rate	0.00%	0.00%	0.00%

Income Taxes - Schedule of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Deferred compensation	$ 2,403	$ 698
Leases	3,587	509
Sec. 163(j) interest limitation carryforward	526	390
Allowance for doubtful accounts	424	141
Fixed assets	240
Charitable contributions	548
Unrealized losses	501
Other	530	16
Net operating loss	54,570	25,709
Total deferred tax assets	63,329	27,463
Less valuation allowance	(47,310)	(26,148)
Total deferred tax assets, net	16,019	1,315
Deferred tax liabilities
Fixed assets		(227)
Leases	(4,729)	(457)
Deferred sales commissions	(1,406)
Acquisition costs and intangibles	(9,884)	(631)
Total deferred tax liabilities	$ (16,019)	$ (1,315)

Income Taxes - Summary of Unrecognized Tax Benefits Related to Uncertain Tax Positions (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Balance as of January 1	$ 0
Increase for tax positions due to acquisition	1,145,000
Net tax position as of December 31,	$ 1,145,000

Net Loss Per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net loss	$ (61,381)	$ (31,085)	$ (30,994)
Deemed dividend to preferred stockholders		(8,801)
Net loss attributable to noncontrolling interest	2
Net loss attributable to common stockholders	$ (61,379)	$ (39,886)	$ (30,994)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted	26,318,349	7,492,876	6,345,498
Net loss per share, basic and diluted	$ (2.33)	$ (5.32)	$ (4.88)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
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+ Details

Net Loss Per Share Attributable to Common Stockholders - Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	3,923,526	31,023,741
Convertible Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	0	27,758,941
Stock Options Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	3,286,870	3,152,774
Unvested Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	186,480	0
Warrants Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	87,784	112,026
Shares Reserved for Charitable Contribution
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	362,392	0

Debt Commitments and Contingencies - Additional Information (Details) - USD ($)		1 Months Ended		12 Months Ended
	Jul. 09, 2021	Apr. 30, 2020	Jan. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Line Of Credit Facility [Line Items]
Short-term debt					$ 15,753,000
Loss on debt extinguishment				$ (272,000)
Proceeds from loan					4,000,000
Paycheck Protection Program
Line Of Credit Facility [Line Items]
Proceeds from loan		$ 4,800,000
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Series B Convertible Preferred Stock
Line Of Credit Facility [Line Items]
Warrants to purchase shares of Series B Convertible Preferred Stock			87,784
Strike price			$ 5.13
Warrants agreement expiration date			2025-05
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Term Loan
Line Of Credit Facility [Line Items]
Loan agreement maximum borrowing capacity			$ 15,000,000
Interest rate terms				Prior to its repayment, the term loan accrued interest at the greater of (i) 8.7% per annum or (ii) 8.7% per annum plus the prime rate minus 4.75% per annum.
Interest rate				8.70%
Maturity date				May 01, 2022
Short-term debt					$ 15,800,000
Debt extinguishment amount paid	$ 16,100,000
Loss on debt extinguishment	$ 300,000
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Term Loan \| Prime Rate
Line Of Credit Facility [Line Items]
Variable interest rate				4.75%
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Term Loan \| Maximum
Line Of Credit Facility [Line Items]
Debt instrument fee amount				$ 1,200,000
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| If Repaid Prior to November 1, 2021
Line Of Credit Facility [Line Items]
Debt instrument fee amount				$ 900,000

Acquisitions - Additional Information (Details) - USD ($) $ in Thousands				12 Months Ended
	Dec. 09, 2021	Nov. 05, 2021	Nov. 01, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill acquired				$ 254,672	$ 833	$ 2,188
Business combination, transaction costs				5,700
Big Blue Saw LLC
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price			$ 1,500
Goodwill acquired			2,088
Fair value of contingent consideration			859
Business combination, transaction costs			17
Big Blue Saw LLC \| Maximum
Business Acquisition [Line Items]
Contingent consideration			$ 1,000
Factory Four
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price		$ 3,300
Goodwill acquired		5,032
Fair value of contingent consideration		1,470
Business combination, transaction costs		18
Factory Four \| Maximum
Business Acquisition [Line Items]
Contingent consideration		$ 2,500
Thomas
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price	$ 276,300
Goodwill acquired	246,738
Revenue				4,100
Business combination, transaction costs	$ 5,661
Business combination, underwriters fees				$ 4,500

Acquisitions - Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 09, 2021	Nov. 05, 2021	Nov. 01, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Consideration:
Acquisition costs included in general and administrative				$ 5,700
Recognized amounts of identifiable assets acquired and liabilities assumed:
Goodwill				$ 254,672	$ 833	$ 2,188
Big Blue Saw LLC
Consideration:
Cash			$ 1,201
Fair value of contingent consideration			859
Fair value of consideration			2,310
Acquisition costs included in general and administrative			17
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets			125
Property and equipment			206
Right -of-use assets			105
Lease liabilities			(105)
Current liabilities			(109)
Total identifiable net assets assumed			222
Goodwill			2,088
Total			2,310
Big Blue Saw LLC \| Class A Common Stock
Consideration:
Fair value of Class A common stock			$ 250
Factory Four
Consideration:
Cash		$ 2,167
Fair value of contingent consideration		1,470
Fair value of consideration		4,776
Acquisition costs included in general and administrative		18
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		234
Property and equipment		28
Right -of-use assets		1,044
Lease liabilities		(1,044)
Current liabilities		(658)
Total identifiable net assets assumed		(256)
Goodwill		5,032
Total		4,776
Factory Four \| Developed Technology
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible assets		140
Factory Four \| Class A Common Stock
Consideration:
Fair value of Class A common stock		$ 1,139
Thomas
Consideration:
Cash	$ 174,838
Fair value of consideration	276,337
Acquisition costs included in general and administrative	5,661
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets	18,244
Property and equipment	890
Intangible assets	40,400
Right -of-use assets	24,130
Other long term assets	250
Investment in unconsolidated joint venture	4,156
Lease liabilities	(18,690)
Income taxes payable	(1,647)
Other long term liabilities	(281)
Contract liabilities	(6,634)
Current liabilities	(30,183)
Noncontrolling interest	(1,036)
Total identifiable net assets assumed	29,599
Goodwill	246,738
Total	276,337
Thomas \| Developed Technology
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible assets	600
Thomas \| Class A Common Stock
Consideration:
Fair value of Class A common stock	$ 101,499

Acquisitions - Summary of Consideration Paid and Fair Value of Assets Acquired and Liabilities Assumed (Parenthetical) (Details)	Nov. 05, 2021
Factory Four \| Developed Technology
Business Acquisition [Line Items]
Acquired intangible assets, useful life	3 years

Acquisitions - Summary of Fair Value of Identifiable Intangible Assets (Details) - Thomas Publishing Company [Member] $ in Thousands	Dec. 09, 2021 USD ($)
Business Acquisition [Line Items]
Total intangible assets	$ 40,400
Customer Relationships
Business Acquisition [Line Items]
Total intangible assets	$ 36,600
Acquired intangible assets, useful life	15 years
Database
Business Acquisition [Line Items]
Total intangible assets	$ 2,400
Acquired intangible assets, useful life	5 years
Trade Names
Business Acquisition [Line Items]
Total intangible assets	$ 800
Acquired intangible assets, useful life	10 years
Developed Technology
Business Acquisition [Line Items]
Total intangible assets	$ 600
Acquired intangible assets, useful life	5 years

Acquisitions - Schedule of Unaudited Pro Forma Condensed Combined Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Revenue	$ 280,790	$ 206,095
Net loss attributable to common stockholders	$ (61,852)	$ (43,159)

Segments - Additional Information (Details)	12 Months Ended
Segments - Additional Information (Details)	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($) Segment
Segment Reporting Information [Line Items]
Number of operating segments \| Segment	2		1
Number of reportable segments \| Segment	2
Revenue	$ 218,336,000	$ 141,406,000	$ 80,228,000
Net loss	(61,381,000)	(31,085,000)
Property and equipment	10,287,000	6,113,000
Depreciation and amortization	3,596,000	3,120,000	1,847,000
Expenditures for property and equipment	6,262,000	4,190,000	2,693,000
International
Segment Reporting Information [Line Items]
Revenue	16,302,000	3,134,000	100,000
Net loss	(10,151,000)	(8,955,000)	(400,000)
Property and equipment	1,230,000	501,000	42,000
Depreciation and amortization	388,000	731,000	100,000
Expenditures for property and equipment	$ 626,000	$ 519,000	$ 13,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Segments - Summary of Segment Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Revenue	$ 218,336,000	$ 141,406,000	$ 80,228,000
Segment Losses	(61,381,000)	(31,085,000)
Segment Property and Equipment	10,287,000	6,113,000
Segment Depreciation and Amortization	3,596,000	3,120,000	1,847,000
Segment Expenditures for Property and Equipment and Long-Lived Assets	6,262,000	4,190,000	2,693,000
Segment Impairments of Goodwill and Intangible Assets		1,592,000	1,719,000
U.S.
Segment Reporting Information [Line Items]
Revenue	202,034,000	138,272,000
Segment Losses	(51,230,000)	(22,130,000)
Segment Property and Equipment	9,057,000	5,612,000
Segment Depreciation and Amortization	3,208,000	2,389,000
Segment Expenditures for Property and Equipment and Long-Lived Assets	5,636,000	3,671,000
Segment Impairments of Goodwill and Intangible Assets		83,000
International
Segment Reporting Information [Line Items]
Revenue	16,302,000	3,134,000	100,000
Segment Losses	(10,151,000)	(8,955,000)	(400,000)
Segment Property and Equipment	1,230,000	501,000	42,000
Segment Depreciation and Amortization	388,000	731,000	100,000
Segment Expenditures for Property and Equipment and Long-Lived Assets	$ 626,000	519,000	$ 13,000
Segment Impairments of Goodwill and Intangible Assets		$ 1,509,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Related Party Transactions - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2018	Dec. 31, 2021	Dec. 31, 2020
Affiliated Entity
Related Party Transaction [Line Items]
Revenue from related party		$ 700,000	$ 1,500,000
Accounts receivable from related party			400,000
Business Improvement Systems, Inc \| Consulting Agreement
Related Party Transaction [Line Items]
Monthly consulting fee	$ 11,667
Amounts paid to related party		$ 200,000	200,000
Amounts payable to related party			$ 100,000

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties.

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Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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+ Details

Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 43,418	$ 2,984
Accumulated amortization	1,682	1,332
Net carrying amount	$ 41,736	$ 1,652
Non Compete
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years		2 years
Gross carrying amount		$ 106
Accumulated amortization		$ 106
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	15 years	1 year
Gross carrying amount	$ 37,139	$ 539
Accumulated amortization	674	512
Net carrying amount	$ 36,465	$ 27
Trade Names
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	9 years	6 years
Gross carrying amount	$ 973	$ 173
Accumulated amortization	147	141
Net carrying amount	$ 826	$ 32
Developed Technology
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	4 years	3 years
Gross carrying amount	$ 1,502	$ 762
Accumulated amortization	605	438
Net carrying amount	$ 897	$ 324
Vendor Relationships
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	15 years	15 years
Gross carrying amount	$ 1,404	$ 1,404
Accumulated amortization	226	135
Net carrying amount	$ 1,178	$ 1,269
Database
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	5 years
Gross carrying amount	$ 2,400
Accumulated amortization	30
Net carrying amount	$ 2,370

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Impairment of intangible asset		$ 100
Write off of tradename	$ 0
Reduction in carrying value of goodwill		1,500
Goodwill	254,672	833	$ 2,188
Amortization expense	464	833	$ 301
Estimated amortization expense 2022	3,400
Estimated amortization expense 2023	3,300
Estimated amortization expense 2024	3,200
Estimated amortization expense 2025	3,200
Estimated amortization expense 2026	3,200
U.S.
Goodwill And Intangible Assets [Line Items]
Goodwill	$ 254,700	$ 254,700

Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Gross goodwill	$ 3,907	$ 3,907
Accumulated impairments	(3,074)	(1,719)
Goodwill, Beginning Balance	833	2,188
Goodwill acquired during the year	253,839
Impact of foreign exchange		154
Impairment expense		(1,509)
Goodwill, Ending Balance	$ 254,672	$ 833

Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 464	$ 833	$ 301
Sales and Marketing
Finite Lived Intangible Assets [Line Items]
Amortization expense	289	642	157
Operations and Support
Finite Lived Intangible Assets [Line Items]
Amortization expense		3
Product Development
Finite Lived Intangible Assets [Line Items]
Amortization expense	166	177	128
General and Administrative
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 9	$ 11	$ 16

Investment in Unconsolidated Joint Venture -Additional Information (Details) - Industrial Media, LLC - USD ($) $ in Millions	Dec. 31, 2021	Dec. 09, 2021
Schedule of Equity Method Investments [Line Items]
Ownership percentage		50.00%
Ownership interest, net assets	$ 5.2
Approximate basis difference	$ 4.2

Subsequent Events - Additional Information (Details) - Convertible Senior Notes Due 2027 - Subsequent Event - USD ($) $ in Millions	Feb. 10, 2022	Feb. 04, 2022
Subsequent Event [Line Items]
Aggregate principal amount	$ 37.5
Debt instrument, interest rate	1.00%	1.00%
Indenture date		Feb. 04, 2022
Option to purchase	13 days
Debt instrument, maturity date	Feb. 01, 2027
Debt instrument, frequency of payment	semiannually
Debt instrument, date of first required payment	Aug. 01, 2022
Net cash proceeds from notes offering after deducting purchasers discounts and commissions	$ 278.9
Private Offering
Subsequent Event [Line Items]
Aggregate principal amount	$ 250.0	$ 250.0
Debt instrument, interest rate	1.00%	1.00%

Schedule II - Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance Beginning of Period	$ 569	$ 378	$ 137
Charged to Provision Accounts	295	315	694
Deduction or Other	(55)	(124)	(453)
Balance at End of Period	$ 809	$ 569	$ 378