0000950170-23-008494 | 10-K | XBRL Viewer

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

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


	December 31, 2022
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount

Intangible Assets
Amortizing intangible assets:
Customer Relationships		15	$	36,652	$	2,638	$	34,014
Trade Names		10		841		97		744
Developed Technology		5		739		182		557
Vendor Relationships		15		1,267		299		968
Database		5		2,400		510		1,890
Patents		17		157		42		115
Subtotal intangible assets				42,056		3,768		38,288
In-place Lease Intangible Asset		4		548		143		405
Above Market Lease Intangible Asset		4		896		238		658
Total intangible assets			$	43,500	$	4,149	$	39,351


	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

Schedule of Carrying Amount of Goodwill

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



	2022			2021

Balance as of January 1:
Gross goodwill	$	257,746		$	3,907
Accumulated impairments		(3,074	)		(3,074	)
Net goodwill as of January 1		254,672			833
Goodwill adjustment during the year(1)		3,364			253,839
Net goodwill as of December 31, 2022, and December 31, 2021	$	258,036		$	254,672

(1) See Note 13 - Acquisitions.

Schedule of Amortization Expense

Amortization expense for the year ended December 31, 2022, 2021 and 2020 was as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Sales and marketing	$	3,102		289		642
Operations and support		-		-		3
Product development		325		166		177
General and administrative (1)		9		9		11
Total	$	3,436	$	464	$	833

(1) Amortization of the lease related intangible assets is recorded as operating lease expense in general and administrative.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Inventory

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021 (in thousands):


	December 31,		December 31,
	2022		2021

Raw materials	$	119	$	105
Work-in-progress		675		1,324
Tools inventory		477		365
Finished goods		300		239
Total	$	1,571	$	2,033

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, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-Based Payment Arrangement [Abstract]
Number of Shares, Beginning Balance		3,286,870	3,152,774	2,620,527
Number of Shares, Granted		377,253	1,393,431	1,144,457
Number of Shares, Exercised		(682,958)	(1,101,539)	(465,668)
Number of Shares, Forfeited		(137,413)	(148,304)	(131,129)
Number of Shares, Expired		(2,333)	(9,492)	(15,413)
Number of Shares, Ending Balance		2,841,419	3,286,870	3,152,774	2,620,527
Number of Shares, Exercisable		1,391,047	987,622	1,193,301
Weighted Average Exercise Price Per Share, Beginning Balance		$ 6.98	$ 2.97	$ 2.16
Weighted Average Exercise Price Per Share, Granted	$ 12.32	37.60	12.24	3.98
Weighted Average Exercise Price Per Share, Exercised		5.53	2.07	1.16
Weighted Average Exercise Price Per Share, Forfeited		8.18	7.88	2.68
Weighted Average Exercise Price Per Share, Expired		7.57	2.65	1.46
Weighted Average Exercise Price Per Share, Ending Balance		11.33	6.98	2.97	$ 2.16
Weighted Average Exercise Price Per Share, Exercisable		$ 6.09	$ 3.35	$ 2.14
Average Remaining Contractual Term		7 years 8 months 12 days	8 years 4 months 24 days	8 years 3 months 18 days	8 years 3 months 18 days
Average Remaining Contractual Term, Granted				9 years 1 month 6 days
Average Remaining Contractual Term, Exercised				4 years 9 months 18 days
Average Remaining Contractual Term, Exercisable		7 years 2 months 12 days	7 years 6 months	7 years 2 months 12 days
Aggregate Intrinsic Value		$ 61.4	$ 145.5
Aggregate Intrinsic Value, Exercisable		$ 36.4

Net Loss Per Share Attributable to Common Stockholders - Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	9,230,722	3,923,526
Stock Options Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	2,841,419	3,286,870
Unvested Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	875,902	186,480
Warrants Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	87,784	87,784
Shares Reserved for Charitable Contribution
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	301,993	362,392
Convertible Notes
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	5,123,624

Debt Commitments and Contingencies - Schedule of Restructuring Related Employee Termination Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred during the year ended December 31, 2022	$ 1,549
Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred during the year ended December 31, 2022	1,549
Accrued restructuring costs as of December 31, 2022	$ 1,549

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Dec. 31, 2022	Mar. 09, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	Xometry, Inc.
Entity Central Index Key	0001657573
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity File Number	001-40546
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	32-0415449
Entity Address, Address Line One	6116 Executive Blvd
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	North Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20852
City Area Code	240
Local Phone Number	252-1138
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,070,484
Document Transition Report	false
Title of 12(b) Security	Class A common stock, par value $0.000001 per share
Trading Symbol	XMTR
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	true
Entity Public Float			$ 1.2
Document Annual Report	true
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for the Registrant’s 2023 annual meeting of stockholders, to be filed within 120 days after the close of the Registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report.
Auditor Firm Id	185
Auditor Name	KPMG LLP
Auditor Location	McLean, VA

Common Stock

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Common Stock

(7)

Common Stock

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 2022 and 2021, the Company donated 60,399 and 40,266 shares of its Class A common stock, respectively, to a donor advised fund and recognized an expense associated with the charitable contribution of approximately $2.3 million and $2.2 million which is recorded in general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

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.

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. Class B common stock may be converted to Class A common stock, at any time or from time to time as provided for in the certificate of incorporation. No Class B common stock were converted to Class A common stock during 2022.

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.

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+ Details

Property and Equipment and Long-Lived Assets - Summary of Components of Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total	$ 33,212	$ 20,826
Less accumulated depreciation	(14,133)	(10,539)
Property and Equipment, net	$ 19,079	10,287
Patents
Property Plant And Equipment [Line Items]
Total		157
Property and equipment, Useful life	17 years
Technology Hardware
Property Plant And Equipment [Line Items]
Total	$ 2,927	2,220
Property and equipment, Useful life	3 years
Manufacturing Equipment
Property Plant And Equipment [Line Items]
Total	$ 2,892	2,946
Property and equipment, Useful life	5 years
Capitalized Software Development
Property Plant And Equipment [Line Items]
Total	$ 24,343	13,126
Property and equipment, Useful life	3 years
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total	$ 1,345	1,222
Property and equipment, Useful Life	Shorter of usefullife or lease term
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Total	$ 1,705	$ 1,155
Property and equipment, Useful life	7 years

Stock Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [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.

As of December 31, 2022, there were 5,032,332 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, 2022 and 2021 are provided in the following table.


	Year Ended December 31,
	2022			2021
Valuation assumptions:
Expected dividend yield	—%			—%
Expected volatility		67	%		53	%
Expected term (years)		5.9			6.1
Risk-free interest rate		2.2	%		1.1	%
Fair value of share	$	37.60		$	26.96

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, 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
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

Exercisable at December 31, 2021		987,622			3.35		7.5
Balance at December 31, 2021		3,286,870			6.98		8.4	$	145.5
Granted		377,253			37.60		—		—
Exercised		(682,958	)		5.53		—		—
Forfeited		(137,413	)		8.18		—		—
Expired		(2,333	)		7.57		—		—
Balance at December 31, 2022		2,841,419			11.33		7.7	$	61.4
Exercisable at December 31, 2022		1,391,047			6.09		7.2	$	36.4

The weighted average grant date fair value of options granted during the years ended December 31, 2022, 2021 and 2020 was $22.94, $26.23 and $1.79, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $25.1 million, $19.0 million and $1.6 million, respectively.

At December 31, 2022 and 2021, there was $20.1 million and $21.4 million, respectively, of total unrecognized compensation cost related to unvested stock options granted under the 2021 and 2016 Equity Incentive Plans. That cost is

expected to be recognized over a weighted average period of approximately two years and three years as of December 31, 2022 and 2021, respectively.

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

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.

Restricted Stock Units

A summary of the status of the Company’s restricted stock unit activity and the changes during the year ended 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
Granted		917,661			42.54		—
Vested		(73,018	)		59.02		—
Forfeited and cancelled		(155,221	)		50.15		—
Unvested RSUs as of December 31, 2022		875,902			44.37		28.2

At December 31, 2022 and 2021, there was approximately $31.2 million and $10.7 million, respectively 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 three years and four years at December 31, 2022 and 2021, respectively. No restricted stock units were granted in 2020.

Total stock-based compensation cost for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Sales and marketing	$	3,875	$	1,223	$	156
Operations and support		6,886		2,659		259
Product development		4,300		1,744		375
General and administrative		4,111		1,769		216
Total stock compensation expense	$	19,172	$	7,395	$	1,006

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
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

- Definition

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.

+ References

+ Details

Debt Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Outstanding Principal Amount and Carrying Value of Notes

The following table presents the outstanding principal amount and carrying value of the 2027 Notes as of the dates indicated (in thousands):


	December 31,
	2022
Principal	$	287,500
Unamortized debt discount		(7,044	)
Unamortized debt issuance costs		(547	)
Net carrying value	$	279,909

Schedule of Interest Expense Related to Notes

Interest expense related to the 2027 Notes for the periods presented below was as follows (in thousands):


	Year Ended December 31,
	2022
Coupon interest	$	2,606
Amortization of debt discount		1,582
Amortization of transaction costs		136
Total interest expense	$	4,324

Schedule of Carrying Value and Estimated Fair Value of Notes

The Company estimates the fair value of the 2027 Notes with inputs that are unobservable. The following table presents the carrying value and estimated fair value of the 2027 Notes as of the date indicated (in thousands):


	December 31, 2022
	Carrying Value		Fair Value
2027 Notes	$	279,909	$	257,671	(1)

(1) The fair value is estimated using a discounted cash flow analysis, using interest rate that we believe are offered for similar borrowings (a Level 3 measurement).

Schedule of Restructuring Related Employee Termination Benefits

The following table shows the total amount incurred and the liability, which is recorded in accrued expenses in the Consolidated Balance Sheets, for restructuring-related employee termination benefits as of December 31, 2022 (in thousands):


	Employee Termination Benefits


Accrued restructuring costs as of December 31, 2021	$	—
Restructuring costs incurred during the year ended December 31, 2022		1,549
Amount paid during the year ended December 31, 2022		—
Accrued restructuring costs as of December 31, 2022	$	1,549

Schedule of Total Restructuring Costs

The following table shows the total restructuring costs incurred during the year ended December 31, 2022 (in thousands):


	For the Year Ended December 31,
	2022

Sales and marketing	$	506
Operations and support		432
Product development		458
General and administrative		153
Total restructure charge	$	1,549

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Disaggregated Revenue and Cost of Revenue Information - Schedule of Disaggregated Revenue Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 381,053	$ 218,336	$ 141,406
Cost of revenue	233,487	161,195	108,120
Gross profit	147,566	$ 57,141	$ 33,286
Marketplace
Disaggregation of Revenue [Line Items]
Revenue	303,134
Cost of revenue	216,336
Gross profit	86,798
Supplier Service
Disaggregation of Revenue [Line Items]
Revenue	77,919
Cost of revenue	17,151
Gross profit	$ 60,768

- Definition

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+ Details

Acquisitions - Additional Information (Details) - USD ($)				12 Months Ended
	Dec. 09, 2021	Nov. 05, 2021	Nov. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill acquired				$ 258,036,000	$ 254,672,000	$ 833,000
Increase in contingent consideration liability				817,000
Business combination, transaction costs					5,700,000
Big Blue Saw LLC
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price			$ 1,500,000
Goodwill acquired			2,088,000
Fair value of contingent consideration			859,000	400,000	900,000
Initial fair value of contingent consideration			900,000
Contingent consideration first installment payment				500,000
Business combination, transaction costs			17,000
Big Blue Saw LLC \| Maximum
Business Acquisition [Line Items]
Contingent consideration			$ 1,000,000.0
Factory Four
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price		$ 3,300,000
Goodwill acquired		5,032,000
Fair value of contingent consideration		1,470,000		1,500,000	$ 1,500,000
Changes to initial purchase price allocation				0
Contingent consideration first installment payment				800,000
Business combination, transaction costs		18,000
Factory Four \| Maximum
Business Acquisition [Line Items]
Contingent consideration		$ 2,500,000
Thomas
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price	$ 275,800,000
Goodwill acquired	$ 250,100,000			250,102,000
Additional goodwill				3,900,000
Indemnity recievables				4,800,000
Deferred tax liability, goodwill				600,000
Business combination, transaction costs				5,661,000
General and Administrative \| Big Blue Saw LLC
Business Acquisition [Line Items]
Increase in contingent consideration liability				54,000
General and Administrative \| Factory Four
Business Acquisition [Line Items]
Increase in contingent consideration liability				$ 800,000

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

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, China and Japan, is the Euro, Yuan 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 a 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.

(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. 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 investments in a short term bond fund and or money market 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, 2022 and 2021, the Company's marketable securities of $253.8 million and $30.5 million respectively, 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 years ended December 31, 2022 and 2021, the Company recorded losses of $1.9 million and $2.0 million, respectively 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. Our accounts receivable do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the Consolidated Statements of Cash Flows. For buyers for which Xometry provides credit, the Company performs credit inquiries, including references checks, and queries 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 the age of the outstanding amounts, each customer’s expected ability to pay and collection history, current market conditions, and reasonable and supportable forecasts of future economic conditions to determine whether the allowance is appropriate. The Company reviews its valuation allowance monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. 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.

Allowance For Credit Losses

The allowance for credit losses related to accounts receivable and changes were as follows (in thousands):



	2022			2021			2020

Allowance for credit losses
Balance at beginning of year, January 1	$	809		$	569		$	378
Charge to provision accounts		1,324			295			315
Recoveries or other		(145	)		(55	)		(124	)
Balance at year end, December 31	$	1,988		$	809		$	569

(i)

Inventory

Inventory consists primarily of work-in-progress, tools, raw materials and finished goods. 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 $11.5 million and $5.2 million for the years ended December 31, 2022 and 2021, 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 years ended December 31, 2022 and 2021.

(l)

Revenue

The Company derives the majority of its marketplace revenue in the U.S. and Europe from the sale of parts and assemblies fulfilled using a vast network of suppliers. The Company recognizes revenue from the sales to our customers 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 buyers. 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 customers 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 suppliers 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 supplier and (iv) Xometry bears certain risk for product quality to the extent the customer is not satisfied with the final product.

Xometry also derives revenue from its supplier services which is a suite of services offered to our suppliers. Our revenue also includes the sale of 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 or service. From time to time, a purchase order with a customer may involve multiple performance obligations, including a combination of some or all of our 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 or service is transferred to the customer.

Revenue is shown net of estimated returns, refunds, and allowances. At December 31, 2022 and 2021, the Company has a provision for estimated returns, refunds or allowances of $0.3 million and $0.2 million, respectively.

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):


Rollforward of contract liabilities:
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
Revenue recognized		(171,709	)
Payments received in advance		172,355
Contract liabilities at December 31, 2022	$	8,509

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 in the Consolidated Statements of Operations and Comprehensive Loss. For the year ended December 31, 2022 and 2021, we recognized approximately $4.9 million and $0.5 million, respectively of amortization related to deferred sales commissions. As of December 31, 2022 and 2021, the Company had deferred sales contract acquisition costs of $3.3 million and $5.3 million, respectively which is classified in other current assets on the Consolidated Balance Sheets.

(m)

Cost of Revenue

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

Cost of revenue for supplier services primarily consists of internal and external production costs and website hosting.

(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 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, contract acquisition costs and compensation expenses, including stock-based compensation, to the Company’s sales and marketing employees. For the years ended December 31, 2022, 2021 and 2020, the Company’s advertising costs were $33.5 million, $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 suppliers on Xometry’s platforms which are provided by phone, email and chat for purposes of resolving customer and supplier 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 supplier services.

(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 compensation expenses, including stock-based compensation expenses, for executive, finance, legal and other administrative personnel, professional service fees and certain depreciation and amortization expense.

(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 17 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. As of December 31, 2022 and 2021, the Company's goodwill is attributable to the U.S. reporting unit. Goodwill is not amortized. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently, if events or changes in circumstances indicate that the carrying value of a reporting unit, including goodwill, might be impaired.

In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors assessed may include the following: (i) significant changes in the manner of our use of the assets or the strategy of our overall business, (ii) certain restructuring initiatives, (iii) significant negative industry or economic trends and (iv) significant decline in our share price for a sustained period. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we proceed to the quantitative assessment. During the years ended December 31, 2022 and 2021, the Company performed its qualitative assessment and determined that it was more likely than not that the fair value of our reporting units exceeded their carrying values.

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 Adopted during the Year Ended December 31, 2022

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which reduced the number of models used to account for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that would have previously been accounted for as derivatives, and modifies the diluted earnings per share calculations for convertible instruments. We adopted ASU 2020-06 on January 1, 2022. As a result of the adoption of ASU 2020-06, the convertible notes issued in February 2022 were considered to be debt with no allocation to equity.

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 was originally effective for the Company on January 1, 2023 given our Emerging Growth Company status. We lost our Emerging Growth Company status on January 1, 2023. Therefore, the Company applied Topic 326 on July 1, 2022. The adoption of Topic 326 on July 1, 2022 did not have a material impact on the Company's 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.

Segments

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segments

(14)

Segments

Xometry is organized in two segments referred to as: (1) the U.S. and (2) International. 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 International segment. The Company’s CODM monitors assets of the consolidated Company, but does not use assets, by operating segment when assessing performance or making operating segment resource decisions.

The following tables reflect certain segment information for the years ended December 31, 2022, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2022			2021			2020
Segment Revenue
U.S.	$	347,842		$	202,034		$	138,272
International		33,211			16,302			3,134
Total	$	381,053		$	218,336		$	141,406

Segment Interest Expense
U.S.	$	(4,396	)	$	(716	)	$	(1,089	)
International		(22	)		(136	)		—
Total	$	(4,418	)	$	(852	)	$	(1,089	)

Segment Interest and Dividend Income
U.S.	$	4,096		$	982		$	—
International		19			—			—
Total	$	4,115		$	982		$	—

Segment Income from Unconsolidated Joint Venture
U.S.	$	570		$	41		$	—
International		—			—			—
Total	$	570		$	41		$	—


	Year Ended December 31,
	2022			2021			2020
Segment Depreciation and Amortization
U.S.	$	7,332		$	3,208		$	2,389
International		487			388			731
Total	$	7,819		$	3,596		$	3,120

Segment Impairments
U.S.	$	513		$	—		$	83
International		311			—			1,509
Total	$	824		$	—		$	1,592

Segment Losses
U.S.	$	(58,758	)	$	(51,230	)	$	(22,130	)
International		(17,267	)		(10,149	)		(8,955	)
Total	$	(76,025	)	$	(61,379	)	$	(31,085	)


	Year Ended December 31,
	2022		2021
Segment Property and Equipment
U.S.	$	16,451	$	9,057
International		2,628		1,230
Total	$	19,079	$	10,287


	Year Ended December 31,
	2022		2021		2020
Segment Expenditures for Property and Equipment (1)
U.S.	$	11,789	$	5,636	$	3,671
International		1,861		626		519
Total	$	13,650	$	6,262	$	4,190

1 - Includes software development costs.

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

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

+ Details

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Allowance for credit losses, accounts receivable current	$ 2.0	$ 0.8
Preferred stock, par or stated value per share	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par or stated value per share	$ 0.000001	$ 0.000001
Common stock shares authorized	750,000,000	750,000,000
Common stock share issued	44,822,264	43,998,404
Common stock share outstanding	44,822,264	43,998,404
Class B Common Stock
Common stock, par or stated value per share	$ 0.000001	$ 0.000001
Common stock shares authorized	5,000,000	5,000,000
Common stock share issued	2,676,154	2,676,154
Common stock share outstanding	2,676,154	2,676,154

Subsequent Event - Additional Information (Details) - Tridi - USD ($) $ in Thousands		12 Months Ended
	Jan. 02, 2023	Dec. 31, 2022
General and Administrative
Subsequent Event [Line Items]
Acquisiton costs		$ 300
Subsequent Event
Subsequent Event [Line Items]
Percentage of acquisition of equity	100.00%
Aggregate non-contingent purchase price	$ 3,800
Subsequent Event \| Maximum
Subsequent Event [Line Items]
Contingent consideration	$ 1,250

Leases - Leases - Additional Information (Details)	12 Months Ended
Leases - Leases - Additional Information (Details)	Dec. 31, 2022
Minimum
Lessee, Lease, Description [Line Items]
Non-cancelable lease agreements expiration year	2023
Maximum
Lessee, Lease, Description [Line Items]
Non-cancelable lease agreements expiration year	2029

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2022

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,
	2022			2021			2020
Net loss	$	(76,009	)	$	(61,381	)	$	(31,085	)
Deemed dividend to preferred stockholders		—			—			(8,801	)
Net income (loss) attributable to noncontrolling interest		16			(2	)		—
Net loss attributable to common stockholders	$	(76,025	)	$	(61,379	)	$	(39,886	)

Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		47,158,247			26,318,349			7,492,876
Net loss per share attributable to common stockholders, basic and diluted	$	(1.61	)	$	(2.33	)	$	(5.32	)

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

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


	December 31,
	2022		2021
Stock options outstanding		2,841,419		3,286,870
Unvested restricted stock units		875,902		186,480
Warrants outstanding		87,784		87,784
Shares reserved for charitable contribution		301,993		362,392
Convertible notes		5,123,624		—
Total shares		9,230,722		3,923,526

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

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

Cash and cash equivalents consist of cash held in checking accounts. These investments are stated at cost, which approximates fair value.

Marketable Securities

(g)

Marketable Securities

Accounts Receivable

(h)

Accounts Receivable

Allowance For Credit Losses

The allowance for credit losses related to accounts receivable and changes were as follows (in thousands):



	2022			2021			2020

Allowance for credit losses
Balance at beginning of year, January 1	$	809		$	569		$	378
Charge to provision accounts		1,324			295			315
Recoveries or other		(145	)		(55	)		(124	)
Balance at year end, December 31	$	1,988		$	809		$	569

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 years ended December 31, 2022 and 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):


Rollforward of contract liabilities:
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
Revenue recognized		(171,709	)
Payments received in advance		172,355
Contract liabilities at December 31, 2022	$	8,509

Sales Contract Acquisition Costs

Cost of Revenue

(m)

Cost of Revenue

Cost of revenue for supplier services primarily consists of internal and external production costs and website hosting.

Leases

(n)

Leases

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 Adopted during the Year Ended December 31, 2022

Income Taxes - Schedule of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Deferred compensation	$ 3,392	$ 2,403
Leases	4,913	3,587
Sec. 163(j) interest limitation carryforward	1,521	526
Allowance for doubtful accounts	501	424
Fixed assets	410	240
Charitable contributions	1,051	548
Unrealized losses		501
Other	1,346	530
Net operating loss	63,755	54,570
Total deferred tax assets	76,889	63,329
Less valuation allowance	(60,435)	(47,310)
Total deferred tax assets, net	16,454	16,019
Deferred tax liabilities
Leases	(5,886)	(4,729)
Deferred sales commissions	(1,409)	(1,406)
Acquisition costs and intangibles	(9,576)	(9,884)
Other	(12)
Total deferred tax liabilities	(16,883)	$ (16,019)
Net deferred tax liability	$ (429)

Stock Based Compensation - Schedule of Weighted Average Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Apr. 30, 2021
Share-Based Payment Arrangement [Abstract]
Expected volatility	67.00%	53.00%
Expected term (years)	5 years 10 months 24 days	6 years 1 month 6 days
Risk-free interest rate	2.20%	1.10%
Fair value of share	$ 37.60	$ 26.96	$ 28.00

Stock Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value of options granted		$ 22.94	$ 26.23	$ 1.79
Intrinsic value of options exercised		$ 25,100,000	$ 19,000,000.0	$ 1,600,000
Stock options granted to purchase shares of common stock		377,253	1,393,431	1,144,457
Stock options granted exercise price	$ 12.32	$ 37.60	$ 12.24	$ 3.98
Requisite service period	4 years	4 years
Initial public offering price per share	$ 44.00
Fair value of share	$ 28.00	$ 37.60	$ 26.96
Discount from midpoint of initial price range	30.00%
Estimated fair value of options granted	$ 25,600,000
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		$ 20,100,000	$ 21,400,000
Cost is expected to be recognized over weighted average period		2 years	3 years
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		5,032,332
2021 Equity Incentive Plan \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Cost is expected to be recognized over weighted average period		3 years	4 years
Total unrecognized compensation cost related to unvested restricted stock units		$ 31,200,000	$ 10,700,000	$ 0
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

Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 3,436	$ 464	$ 833
Sales and Marketing
Finite Lived Intangible Assets [Line Items]
Amortization expense	3,102	289	642
Operations and Support
Finite Lived Intangible Assets [Line Items]
Amortization expense			3
Product Development
Finite Lived Intangible Assets [Line Items]
Amortization expense	325	166	177
General and Administrative
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 9	$ 9	$ 11

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (76,009)	$ (61,381)	$ (31,085)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,819	3,596	3,120
Impairment of assets	824		1,592
Reduction in carrying amount of right-of-use asset	7,236	1,056	1,045
Stock based compensation	19,172	7,395	1,006
Non-cash interest expense		111	320
Loss on debt extinguishment		272
Revaluation of contingent consideration	817
Loss (income) from unconsolidated joint venture	130	(41)
Donation of common stock	2,272	2,226
Losses on marketable securities	1,855	2,002
Loss on sale of property and equipment	47	20
Inventory write-off	133		(15)
Amortization of deferred costs on convertible notes	1,718
Deferred taxes benefit	(653)	(179)
Restructuring charge	1,549
Changes in other assets and liabilities:
Accounts receivable, net	(16,923)	(11,117)	(2,130)
Inventory	351	293	(956)
Prepaid expenses	(1,616)	(4,025)	(210)
Other assets	(7,016)	464	(469)
Accounts payable	(215)	5,215	(2,350)
Accrued expenses	403	(12,008)	8,569
Contract liabilities	515	(1,625)	518
Lease liabilities	(5,727)	(845)	(1,004)
Income taxes payable	743
Net cash used in operating activities	(62,575)	(68,571)	(22,049)
Cash flows from investing activities:
Purchase of marketable securities	(284,096)	(267,467)
Proceeds from sale of marketable securities	58,927	235,000
Purchase of short-term investments			(17,711)
Proceeds from short-term investments			28,571
Purchases of property and equipment	(13,650)	(6,262)	(4,190)
Proceeds from life insurance		627
Proceeds from sale of property and equipment	189
Cash paid for business combinations, net of cash acquired		(174,646)
Net cash provided by (used in) investing activities	(238,630)	(212,748)	6,670
Cash flows from financing activities:
Proceeds from issuance of Series A-2, Series B, Series C, Series D and Series E convertible preferred stock, net of issuance costs			52,409
Repurchase of Series A-2, Series B, Series C and Series D convertible preferred stock			(12,852)
Deemed dividend to preferred stockholders			(8,801)
Proceeds from initial public offering, net of underwriters' discount		325,263
Payments in connection with initial public offering		(3,678)
Proceeds from stock options exercised	3,715	2,291	518
Proceeds from term loan			4,000
Repayment of term loan		(16,136)
Proceeds from the exercise of warrants		40
Proceeds from issuance of convertible notes	287,500
Costs incurred in connection with issuance of convertible notes	(9,309)
Payment of contingent consideration	(932)
Proceeds from other borrowings			4,783
Repayment of other borrowings			(4,783)
Payments on finance lease obligations	(2)	(12)	(13)
Net cash provided by financing activities	280,972	307,768	35,261
Effect of foreign currency translation on cash and cash equivalents	(367)	(61)	(130)
Net (decrease) increase in cash and cash equivalents	(20,600)	26,388	19,752
Cash and cash equivalents at beginning of the year	86,262	59,874	40,122
Cash and cash equivalents at end of the year	65,662	86,262	59,874
Supplemental cash flow information:
Cash paid for interest	1,414	907	$ 1,269
Non-cash investing and financing activities:
Non-cash purchase of property and equipment	279
Non-cash consideration in connection with business combinations	$ (518)	2,339
Shares issued in business combinations		$ 102,888

Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Common stock, voting rights		one vote per share
Authorized capital stock	805,000,000
Common stock, par value per share	$ 0.000001
Other offering costs			$ 3,678
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		44,822,264	43,998,404
Authorized capital stock	750,000,000	750,000,000	750,000,000
Common stock, par value per share		$ 0.000001	$ 0.000001
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%
Donated common stock, shares		60,399	40,266
Donated common stock		$ 2,300	$ 2,200
Class B Common Stock
Class Of Stock [Line Items]
Common stock, voting rights	20 votes per share
Common stock share outstanding		2,676,154	2,676,154
Authorized capital stock	5,000,000	5,000,000	5,000,000
Common stock, par value per share		$ 0.000001	$ 0.000001
IPO
Class 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
Underwriting discounts and commissions	22,600
Other offering costs	$ 3,700
IPO \| Class A Common Stock
Class Of Stock [Line Items]
Common stock share outstanding	8,665,797
Stock issued and sold			7,906,250
Outstanding convertible preferred stock were converted into Class A common stock	27,758,941
IPO \| Class B Common Stock
Class Of Stock [Line Items]
Class A Common stock shares exchanged into class B common stock	2,676,154

Credit Concentrations - Additional Information (Details) - Customer	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Number of customer accounted for more than 10%	0	0
Accounts Receivable \| Credit Concentration Risk
Concentration Risk [Line Items]
Number of customer accounted for more than 10%	0	0

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Acquisitions

(13)

Acquisitions

Big Blue Saw

On November 1, 2021, the Company acquired Big Blue Saw LLC ("Big Blue Saw") subject to an Asset Purchase Agreement. The acquisition of Big Blue Saw extended 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 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 initial 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.

During the year ended December 31, 2022, the Company recorded an approximate $54,000 increase to the contingent consideration liability with a corresponding expense recognized in general and administrative expense on our Consolidated

Statements of Operations and Comprehensive Loss. The Company re-evaluated the fair value of the contingent consideration based on current information available to the Company subsequent to our acquisition using a similar methodology as described above. As of December 31, 2022, and December 31, 2021, the total contingent consideration had a fair value of $0.4 million and $0.9 million, respectively. In December 2022, the Company paid the first installment payment of $0.5 million to the former owner of Big Blue Saw.

The Company performed a preliminary valuation analysis of the fair market value of the acquired assets and liabilities of Big Blue Saw during the fourth quarter of 2021. The Company completed its valuation of the acquired assets and liabilities during the second quarter of 2022 and finalized the settlement of the working capital during the fourth quarter of 2022. The settlement of the working capital in the fourth quarter of 2022 was not material.

The following table (in thousands) summarizes the consideration paid for Big Blue Saw and the final 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 for the year ended December 31, 2021		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

FactoryFour

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 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 initial 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.

During the year ended December 31, 2022, the Company recorded an approximate $0.8 million increase to the contingent consideration liability with a corresponding expense recognized in general and administrative expense on our Consolidated Statement of Operations and Comprehensive Loss. The Company re-evaluated the fair value of the contingent consideration based on current information available to the Company subsequent to our acquisition. To estimate the current fair value, we applied 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) probability weighted assumptions about gross total orders. As of December 31, 2022 and 2021, the total contingent consideration had a fair value of $1.5 million and $1.5 million, respectively. In December 2022, the Company paid the first installment payment of $0.8 million to the former owners of FactoryFour.

The Company performed its initial valuation analysis of the fair market value of the acquired assets and liabilities of FactoryFour during the fourth quarter of 2021. The Company finalized its valuation analysis in the first quarter of 2022. No changes to the initial purchase price allocation were made during 2022.

The following table (in thousands) summarizes the consideration paid for FactoryFour and the 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 for the year ended December 31, 2021		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.

Thomas

On December 9, 2021, the Company acquired Thomas subject to an Agreement and Plan of Merger. Xometry leverages Thomas’ marketing and data services to deliver a suite of end-to-end services for suppliers with additional financial services and digital marketing products. The Company accounted for the acquisition as a business combination. The goodwill of $250.1 million arising from the acquisition of Thomas related to certain expected synergies which includes growing buyers and suppliers, expanding into new categories and enhancing supplier services. This goodwill, which is included in our U.S. reporting segment, is not deductible for tax purposes. The aggregate non-contingent portion of the purchase price was approximately $275.8 million and was paid in cash and Class A common stock on the acquisition date.

During the year ended December 31, 2022, the Company recognized measurement period adjustments primarily related to certain other assets, lease intangibles and tax liabilities which resulted in additional goodwill of approximately $3.9 million. The Company also recognized within current assets $4.8 million of indemnity receivables from the Thomas seller. A portion of the deferred tax liability of $0.6 million which was recognized on the acquisition date was subsequently recognized into income during the year ended December 31, 2022. The Company completed its valuation of the acquired assets and liabilities during the fourth quarter of 2022.

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


	Previously Reported			Purchase Price Allocation
	As of			Measurement Period
	December 31, 2021			Adjustments			As Adjusted
Consideration:
Cash	$	174,838		$	(518	)	$	174,320
Fair value of Class A common stock		101,499			—			101,499
Fair value of consideration		276,337			(518	)		275,819

Acquisition costs included in general and administrative for the year ended December 31, 2021								5,661
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		18,244			(1,833	)		16,411
Property and equipment		890			—			890
Intangible assets		40,400			1,444			41,844
Right-of-use assets		24,130			—			24,130
Other long-term assets		250			(206	)		44
Investment in unconsolidated joint venture		4,156			—			4,156
Lease liabilities		(18,690	)		—			(18,690	)
Deferred tax liability		—			(1,083	)		(1,083	)
Income taxes payable		(1,647	)		(1,696	)		(3,343	)
Other long-term liabilities		(281	)		—			(281	)
Contract liabilities		(6,634	)		(111	)		(6,745	)
Current liabilities		(30,183	)		(397	)		(30,580	)
Noncontrolling interest		(1,036	)		—			(1,036	)
Total identifiable net assets assumed		29,599			(3,882	)		25,717
Goodwill		246,738			3,882			250,102
Total	$	276,337		$	—		$	275,819

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
Lease intangible assets		1,444	4
Total intangible assets	$	41,844

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 estimate the fair value of the lease intangible assets the Company used a discounted cash flow analysis. 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.

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.

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	)

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

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 final 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 for the year ended December 31, 2021		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

FactoryFour

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 FactoryFour and the 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 for the year ended December 31, 2021		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 fair value of the assets acquired and liabilities assumed on the acquisition date:


	Previously Reported			Purchase Price Allocation
	As of			Measurement Period
	December 31, 2021			Adjustments			As Adjusted
Consideration:
Cash	$	174,838		$	(518	)	$	174,320
Fair value of Class A common stock		101,499			—			101,499
Fair value of consideration		276,337			(518	)		275,819

Acquisition costs included in general and administrative for the year ended December 31, 2021								5,661
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		18,244			(1,833	)		16,411
Property and equipment		890			—			890
Intangible assets		40,400			1,444			41,844
Right-of-use assets		24,130			—			24,130
Other long-term assets		250			(206	)		44
Investment in unconsolidated joint venture		4,156			—			4,156
Lease liabilities		(18,690	)		—			(18,690	)
Deferred tax liability		—			(1,083	)		(1,083	)
Income taxes payable		(1,647	)		(1,696	)		(3,343	)
Other long-term liabilities		(281	)		—			(281	)
Contract liabilities		(6,634	)		(111	)		(6,745	)
Current liabilities		(30,183	)		(397	)		(30,580	)
Noncontrolling interest		(1,036	)		—			(1,036	)
Total identifiable net assets assumed		29,599			(3,882	)		25,717
Goodwill		246,738			3,882			250,102
Total	$	276,337		$	—		$	275,819

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
Lease intangible assets		1,444	4
Total intangible assets	$	41,844

Leases - Schedule of Remaining Weighted Average Lease Terms and Discount Rates (Details)	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Weighted average remaining lease term (in years)	3 years 9 months 3 days	3 years 9 months 29 days
Weighted average discount rate	4.78%	4.05%

Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 43,500	$ 43,418
Accumulated amortization	4,149	1,682
Net carrying amount	$ 39,351	$ 41,736
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	15 years	15 years
Gross carrying amount	$ 36,652	$ 37,139
Accumulated amortization	2,638	674
Net carrying amount	$ 34,014	$ 36,465
Trade Names
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	10 years	9 years
Gross carrying amount	$ 841	$ 973
Accumulated amortization	97	147
Net carrying amount	$ 744	$ 826
Developed Technology
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	5 years	4 years
Gross carrying amount	$ 739	$ 1,502
Accumulated amortization	182	605
Net carrying amount	$ 557	$ 897
Vendor Relationships
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	15 years	15 years
Gross carrying amount	$ 1,267	$ 1,404
Accumulated amortization	299	226
Net carrying amount	$ 968	$ 1,178
Database
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	5 years	5 years
Gross carrying amount	$ 2,400	$ 2,400
Accumulated amortization	510	30
Net carrying amount	$ 1,890	$ 2,370
Patents
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	17 years
Gross carrying amount	$ 157
Accumulated amortization	42
Net carrying amount	115
Subtotal
Finite Lived Intangible Assets [Line Items]
Gross carrying amount	42,056
Accumulated amortization	3,768
Net carrying amount	$ 38,288
In-place Lease Intangible Asset
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	4 years
Gross carrying amount	$ 548
Accumulated amortization	143
Net carrying amount	$ 405
Above Market Lease Intangible Asset
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	4 years
Gross carrying amount	$ 896
Accumulated amortization	238
Net carrying amount	$ 658

Segments - Additional Information (Details)	12 Months Ended
Segments - Additional Information (Details)	Dec. 31, 2022 Segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Organization and Description of Business

12 Months Ended

Dec. 31, 2022

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 is a global online marketplace connecting buyers with suppliers of manufacturing services, transforming one of the largest industries in the world. We use our proprietary technology to create a marketplace that enables buyers to efficiently source manufactured parts and assemblies, and empower suppliers of manufacturing services to grow their businesses. Xometry's corporate headquarters is located in North Bethesda, Maryland.

We use 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 buyers 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 buyers.

Xometry’s suppliers’ capabilities include computer numerical control manufacturing, sheet metal forming, sheet cutting, 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, stamping, injection molding, urethane casting, tube cutting, tube bending, as well as finishing services, rapid prototyping and high-volume production.

We empower suppliers to grow their manufacturing businesses and improve machine uptime by providing access to an extensive, diverse base of buyers. We also offer suppliers supporting products and services to meet their unique needs. Our suite of supplier services includes a cloud-based manufacturing execution system, access to competitively priced tools, materials and supplies from leading brands and financial service products to stabilize and enhance cash flow. In addition, we offer suppliers digital marketing and data solutions and SaaS based solutions to help suppliers optimize their productivity. In 2021, we acquired Thomas Publishing Company (“Thomas”) and Fusiform, Inc. (d/b/a FactoryFour) (“FactoryFour”), expanding our basket of supplier services to include advertising and marketing services and to a lesser extent SaaS based solutions to help suppliers optimize their productivity.

During 2022, we launched the Industrial Buying Engine™ (“IBE”), which helps customers source and purchase from the more than 500,000 suppliers on Thomasnet.com. The IBE digitizes the old and time-consuming request-for-quote process and allows buyer and suppliers to transact on Thomasnet. In addition, through IBE buyers can receive instant quotes from Xometry. We also introduced Workcenter which gives suppliers a one-stop view into all of their Xometry and non-Xometry work. A cloud-based manufacturing execution system, Workcenter brings the job board and financial services into one, easy-to-use platform. With Workcenter, shop owners can build and manage workflows for all their projects, including those from non-Xometry customers, and also quote new projects from Xometry and Thomas.

Schedule II - Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance Beginning of Period	$ 809	$ 569	$ 378
Charged to Provision Accounts	1,324	295	315
Deduction or Other	(145)	(55)	(124)
Balance at End of Period	$ 1,988	$ 809	$ 569

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Revenue	$ 381,053	$ 218,336	$ 141,406
Cost of revenue	233,487	161,195	108,120
Gross profit	147,566	57,141	33,286
Sales and marketing	83,222	39,422	22,567
Operations and support	48,572	23,683	14,111
Product development	31,013	17,780	12,186
General and administrative	57,992	34,942	12,046
Impairment of assets	824		1,592
Total operating expenses	221,623	115,827	62,502
Loss from operations	(74,057)	(58,686)	(29,216)
Other (expenses) income
Interest expense	(4,418)	(852)	(1,089)
Interest and dividend income	4,115	982
Other expenses	(2,183)	(2,866)	(780)
Income from unconsolidated joint venture	570	41
Total other income (expenses)	(1,916)	(2,695)	(1,869)
Loss before income taxes	(75,973)	(61,381)	(31,085)
Provision for income taxes	(36)
Net loss	(76,009)	(61,381)	(31,085)
Deemed dividend to preferred stockholders			(8,801)
Net income (loss) attributable to noncontrolling interest	16	(2)
Net loss attributable to common stockholders	$ (76,025)	$ (61,379)	$ (39,886)
Net loss per share, basic	$ (1.61)	$ (2.33)	$ (5.32)
Net loss per share, diluted	$ (1.61)	$ (2.33)	$ (5.32)
Weighted-average number of shares outstanding used to compute net loss per share, basic	47,158,247	26,318,349	7,492,876
Weighted-average number of shares outstanding used to compute net loss per share, diluted	47,158,247	26,318,349	7,492,876
Comprehensive loss:
Foreign currency translation	$ (81)	$ (61)	$ 210
Total other comprehensive (loss) income	(81)	(61)	210
Net loss	(76,009)	(61,381)	(31,085)
Comprehensive loss	(76,090)	(61,442)	(30,875)
Comprehensive income attributable to noncontrolling interest	56
Total comprehensive loss attributable to common stockholders	$ (76,146)	$ (61,442)	$ (30,875)

Credit Concentrations

12 Months Ended

Dec. 31, 2022

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 2022 and 2021, no one customer accounted for more than 10% of the Company's revenues. As of December 31, 2022 and 2021, no single customer accounted for more than 10% of the Company’s accounts receivable.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 65,662	$ 86,262
Marketable securities	253,770	30,465
Accounts receivable, less allowance for credit losses of $2.0 million and $0.8 million as of December 31, 2022 and 2021, respectively.	49,188	32,427
Inventory	1,571	2,033
Prepaid expenses	7,591	6,664
Other current assets	12,273	5,580
Total current assets	390,055	163,431
Property and equipment, net	19,079	10,287
Operating lease right-of-use assets	25,923	27,489
Investment in unconsolidated joint venture	4,068	4,198
Intangible assets, net	39,351	41,736
Goodwill	258,036	254,672
Other assets	413	773
Total assets	736,925	502,586
Current liabilities:
Accounts payable	12,437	12,718
Accrued expenses	33,430	30,905
Contract liabilities	8,509	7,863
Income taxes payable	3,956
Operating lease liabilities, current portion	5,471	5,549
Finance lease liabilities, current portion		2
Total current liabilities	63,803	57,037
Convertible notes	279,909
Operating lease liabilities, net of current portion	16,940	16,920
Long term income taxes payable		1,450
Deferred income taxes	429	18
Other liabilities	1,011	1,678
Total liabilities	362,092	77,103
Commitments and contingencies (Note 12)
Stockholders' equity
Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares; zero shares issued and outstanding as of December 31, 2022 and 2021, respectively
Additional paid-in capital	623,081	597,641
Accumulated other comprehensive income (loss)	28	149
Accumulated deficit	(249,366)	(173,341)
Total stockholders' equity	373,743	424,449
Noncontrolling interest	1,090	1,034
Total equity	374,833	425,483
Total liabilities and stockholders' equity	736,925	502,586
Class A Common Stock
Stockholders' equity
Common stock
Class B Common Stock
Stockholders' equity
Common stock

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

(17)

Goodwill and Intangible Assets

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


	December 31, 2022
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount

Intangible Assets
Amortizing intangible assets:
Customer Relationships		15	$	36,652	$	2,638	$	34,014
Trade Names		10		841		97		744
Developed Technology		5		739		182		557
Vendor Relationships		15		1,267		299		968
Database		5		2,400		510		1,890
Patents		17		157		42		115
Subtotal intangible assets				42,056		3,768		38,288
In-place Lease Intangible Asset		4		548		143		405
Above Market Lease Intangible Asset		4		896		238		658
Total intangible assets			$	43,500	$	4,149	$	39,351


	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

At least annually, we evaluate intangible long-lived assets for impairment. During 2022 and 2021, no impairments were recorded on our intangible long-lived 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 (Level 3).

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



	2022			2021

Balance as of January 1:
Gross goodwill	$	257,746		$	3,907
Accumulated impairments		(3,074	)		(3,074	)
Net goodwill as of January 1		254,672			833
Goodwill adjustment during the year(1)		3,364			253,839
Net goodwill as of December 31, 2022, and December 31, 2021	$	258,036		$	254,672

(1) See Note 13 - Acquisitions.

During 2020 our goodwill impairment analysis indicated that our International reporting unit with goodwill attributed to it had a carrying amount which exceeded its fair value. The underperformance of the International 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, 2022 and 2021, Xometry’s goodwill of $258.0 million and $254.7 million, respectively, is part of Xometry’s U.S. operating segment.

Aggregate amortization expense for amortizing intangibles assets was $3.4 million, $0.5 million and $0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, estimated amortization expense for intangible assets and lease intangible assets for the next five years is: $3.6 million in 2023, $3.6 million in 2024, $3.6 million in 2025, $3.2 million in 2026, and $2.6 million in 2027 and $22.8 million thereafter.

Amortization expense for the year ended December 31, 2022, 2021 and 2020 was as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Sales and marketing	$	3,102		289		642
Operations and support		-		-		3
Product development		325		166		177
General and administrative (1)		9		9		11
Total	$	3,436	$	464	$	833

(1) Amortization of the lease related intangible assets is recorded as operating lease expense in general and administrative.

Income Taxes - Schedule of Statutory Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Federal tax statutory rate	21.00%	21.00%	21.00%
Foreign rate difference	2.00%	1.00%	3.00%
Permanent difference: stock based compensation	3.00%	1.00%
Permanent difference: other	(2.00%)	(1.00%)
Goodwill impairment			(2.00%)
Valuation allowance	(24.00%)	(22.00%)	(22.00%)
Effective income tax rate	0.00%	0.00%	0.00%

Investment in Unconsolidated Joint Venture

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Joint Venture

(18)

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.

During the year ended December 31, 2022, the Company received dividends from IM, LLC of $0.7 million which were recorded as a reduction to our investment in unconsolidated joint venture on our Consolidated Balance Sheets. No dividends were received during the year ended December 31, 2021. During the year ended December 31, 2022, the Company paid IM, LLC $0.2 million. During the year ended December 31, 2021, the Company did not pay material amounts to IM, LLC.

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Income tax expense	$ 36,000
Current income tax expense (benefit)		$ 0	$ 0
Estimated annual effective tax rate	0.00%	0.00%	0.00%
Valuation allowance	$ 60,435,000	$ 47,310,000
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
Maximum
Income Taxes [Line Items]
Income tax expense	$ 100,000
Thomas
Income Taxes [Line Items]
Net operating loss carryforwards	$ 58,400,000
Operating loss carryforwards limitation on use description	During 2022, management completed its evaluation of any limitations on the ability of the Company to utilize the Thomas subsidiary net operating loss carryforward of $58.4 million. As a result of this evaluation, management has determined that the annual limitation, as determined under Section 382 of the Internal Revenue Code, would not prevent the Company from utilizing the net operating losses before expiration to the extent the Company is able to generate sufficient future taxable income.
Federal
Income Taxes [Line Items]
Net operating loss carryforwards	$ 224,600,000
Foreign
Income Taxes [Line Items]
Net operating loss carryforwards	$ 33,800,000

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2022

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,
	2022			2021			2020
Net loss	$	(76,009	)	$	(61,381	)	$	(31,085	)
Deemed dividend to preferred stockholders		—			—			(8,801	)
Net income (loss) attributable to noncontrolling interest		16			(2	)		—
Net loss attributable to common stockholders	$	(76,025	)	$	(61,379	)	$	(39,886	)

Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		47,158,247			26,318,349			7,492,876
Net loss per share attributable to common stockholders, basic and diluted	$	(1.61	)	$	(2.33	)	$	(5.32	)


	December 31,
	2022		2021
Stock options outstanding		2,841,419		3,286,870
Unvested restricted stock units		875,902		186,480
Warrants outstanding		87,784		87,784
Shares reserved for charitable contribution		301,993		362,392
Convertible notes		5,123,624		—
Total shares		9,230,722		3,923,526

Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Rollforward of contract liabilities:
Contract Liabilities, Beginning balance	$ 7,863	$ 2,355
Acquired contract liabilities		6,634
Revenue recognized	(171,709)	(126,997)
Payments received in advance	172,355	125,871
Contract Liabilities, Ending balance	$ 8,509	$ 7,863

Leases - Summary of Leases Cost (Details) $ in Thousands	12 Months Ended
Leases - Summary of Leases Cost (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating lease costs	$ 6,805
Variable lease costs	1,083
Short-term least costs	160
Amortization of in-place lease intangible assets	386
Amortization of in place lease asset - below market	1,332
Sublease income	(1,978)
Total operating lease cost	$ 7,788

Acquisitions - Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands			12 Months Ended
	Nov. 05, 2021	Nov. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 09, 2021	Dec. 31, 2020
Consideration:
Acquisition costs included in general and administrative for the year ended December 31, 2021				$ 5,700
Recognized amounts of identifiable assets acquired and liabilities assumed:
Goodwill			$ 258,036	254,672		$ 833
Big Blue Saw LLC
Consideration:
Cash		$ 1,201
Fair value of contingent consideration		859	400	900
Fair value of consideration		2,310
Acquisition costs included in general and administrative for the year ended December 31, 2021		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		1,500	1,500
Fair value of consideration	4,776
Acquisition costs included in general and administrative for the year ended December 31, 2021	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			174,320
Fair value of consideration			275,819
Acquisition costs included in general and administrative for the year ended December 31, 2021			5,661
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets			16,411
Property and equipment			890
Intangible assets			41,844
Right -of-use assets			24,130
Other long term assets			44
Deferred tax liability			(1,083)
Investment in unconsolidated joint venture			4,156
Lease liabilities			(18,690)
Income taxes payable			(3,343)
Other long term liabilities			(281)
Contract liabilities			(6,745)
Current liabilities			(30,580)
Noncontrolling interest			(1,036)
Total identifiable net assets assumed			25,717
Goodwill			250,102		$ 250,100
Total			275,819
Thomas \| Developed Technology
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible assets			600
Thomas \| Previously Reported
Consideration:
Cash				174,838
Fair value of consideration				276,337
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 \| Purchase Price Allocation Measurement Period Adjustment
Consideration:
Cash			(518)
Fair value of consideration			(518)
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets			(1,833)
Intangible assets			1,444
Other long term assets			(206)
Deferred tax liability			(1,083)
Income taxes payable			(1,696)
Contract liabilities			(111)
Current liabilities			(397)
Total identifiable net assets assumed			(3,882)
Goodwill			3,882
Thomas \| Class A Common Stock
Consideration:
Fair value of Class A common stock			$ 101,499
Thomas \| Class A Common Stock \| Previously Reported
Consideration:
Fair value of Class A common stock				$ 101,499

Leases - Aggregate Annual Lease Obligations (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Operating Leases, 2023	$ 6,418
Operating Leases, 2024	7,461
Operating Leases, 2025	6,512
Operating Leases, 2026	1,356
Operating Leases, 2027	1,118
Operating Lease, Thereafter	2,159
Operating Leases, Total undiscounted lease obligations	25,024
Operating Leases, Less imputed interest	(2,613)
Operating Leases, Net lease obligations	$ 22,411

Disaggregated Revenue and Cost of Revenue Information

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregated Revenue and Cost of Revenue Information

(15)

Disaggregated Revenue and Cost of Revenue Information

The following table present our revenues disaggregated by line of business. Revenue from our marketplace primarily reflects the sales of parts and assemblies on our platform. Revenue from supplier services primarily includes the sale of advertising and to a lesser extent supplies, financial service products and SaaS products.

Revenue is presented in the following tables for the year ended December 31, 2022 (in thousands, supplier service revenue for the year ended December 31, 2021, was not considered material):


	For The Year Ended December 31,
Marketplace	2022
Revenue	$	303,134
Cost of revenue		216,336
Gross Profit	$	86,798

Supplier Services
Revenue	$	77,919
Cost of revenue		17,151
Gross Profit	$	60,768

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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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, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (76,009)	$ (61,381)	$ (31,085)
Deemed dividend to preferred stockholders			(8,801)
Net income (loss) attributable to noncontrolling interest	16	(2)
Net loss attributable to common stockholders	$ (76,025)	$ (61,379)	$ (39,886)
Weighted-average number of shares outstanding used to compute net loss per share, basic	47,158,247	26,318,349	7,492,876
Weighted-average number of shares outstanding used to compute net loss per share, diluted	47,158,247	26,318,349	7,492,876
Net loss per share attributable to common stockholders, basic	$ (1.61)	$ (2.33)	$ (5.32)
Net loss per share attributable to common stockholders, diluted	$ (1.61)	$ (2.33)	$ (5.32)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Segments (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Summary of Segment Information

The following tables reflect certain segment information for the years ended December 31, 2022, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2022			2021			2020
Segment Revenue
U.S.	$	347,842		$	202,034		$	138,272
International		33,211			16,302			3,134
Total	$	381,053		$	218,336		$	141,406

Segment Interest Expense
U.S.	$	(4,396	)	$	(716	)	$	(1,089	)
International		(22	)		(136	)		—
Total	$	(4,418	)	$	(852	)	$	(1,089	)

Segment Interest and Dividend Income
U.S.	$	4,096		$	982		$	—
International		19			—			—
Total	$	4,115		$	982		$	—

Segment Income from Unconsolidated Joint Venture
U.S.	$	570		$	41		$	—
International		—			—			—
Total	$	570		$	41		$	—


	Year Ended December 31,
	2022			2021			2020
Segment Depreciation and Amortization
U.S.	$	7,332		$	3,208		$	2,389
International		487			388			731
Total	$	7,819		$	3,596		$	3,120

Segment Impairments
U.S.	$	513		$	—		$	83
International		311			—			1,509
Total	$	824		$	—		$	1,592

Segment Losses
U.S.	$	(58,758	)	$	(51,230	)	$	(22,130	)
International		(17,267	)		(10,149	)		(8,955	)
Total	$	(76,025	)	$	(61,379	)	$	(31,085	)


	Year Ended December 31,
	2022		2021
Segment Property and Equipment
U.S.	$	16,451	$	9,057
International		2,628		1,230
Total	$	19,079	$	10,287


	Year Ended December 31,
	2022		2021		2020
Segment Expenditures for Property and Equipment (1)
U.S.	$	11,789	$	5,636	$	3,671
International		1,861		626		519
Total	$	13,650	$	6,262	$	4,190

1 - Includes software development costs.

Leases - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 7,788	$ 1,742	$ 1,220
Cost of Revenue
Lessee, Lease, Description [Line Items]
Operating lease expense	82	93	196
Operations and Support
Lessee, Lease, Description [Line Items]
Operating lease expense		137
General and Administrative
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 7,706	$ 1,512	$ 1,024

Segments - Summary of Segment Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Segment Revenue	$ 381,053	$ 218,336	$ 141,406
Segment Interest Expense	(4,418)	(852)	(1,089)
Segment Interest and Dividend Income	4,115	982
Segment Income from Unconsolidated Joint Venture	570	41
Segment Depreciation and Amortization	7,819	3,596	3,120
Segment Impairments	824		1,592
Segment Losses	(76,025)	(61,379)	(31,085)
Segment Property and Equipment	19,079	10,287
Segment Expenditures for Property and Equipment and Long-Lived Assets	13,650	6,262	4,190
U.S.
Segment Reporting Information [Line Items]
Segment Revenue	347,842	202,034	138,272
Segment Interest Expense	(4,396)	(716)	(1,089)
Segment Interest and Dividend Income	4,096	982
Segment Income from Unconsolidated Joint Venture	570	41
Segment Depreciation and Amortization	7,332	3,208	2,389
Segment Impairments	513		83
Segment Losses	(58,758)	(51,230)	(22,130)
Segment Property and Equipment	16,451	9,057
Segment Expenditures for Property and Equipment and Long-Lived Assets	11,789	5,636	3,671
International
Segment Reporting Information [Line Items]
Segment Revenue	33,211	16,302	3,134
Segment Interest Expense	(22)	(136)
Segment Interest and Dividend Income	19
Segment Depreciation and Amortization	487	388	731
Segment Impairments	311		1,509
Segment Losses	(17,267)	(10,149)	(8,955)
Segment Property and Equipment	2,628	1,230
Segment Expenditures for Property and Equipment and Long-Lived Assets	$ 1,861	$ 626	$ 519

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

(10)

Income Taxes

For the year ended December 31, 2022 the Company has income tax expense of less than $0.1 million. 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 and 2020. This estimated annual effective tax rate of 0% differs from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, and increases in the valuation allowance against deferred tax assets.

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


	Year Ended December 31,
	2022			2021			2020
Federal tax statutory rate		21	%		21	%		21	%
Foreign rate difference		2			1			3
Permanent difference: stock based compensation		3			1			—
Permanent difference: other		(2	)		(1	)		—
Goodwill impairment		—			—			(2	)
Valuation allowance		(24	)		(22	)		(22	)
		—	%		—	%		—	%

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, 2022 and 2021 are presented below (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Deferred compensation	$	3,392		$	2,403
Leases		4,913			3,587
Sec. 163(j) interest limitation carryforward		1,521			526
Allowance for doubtful accounts		501			424
Fixed assets		410			240
Charitable contributions		1,051			548
Unrealized losses		—			501
Other		1,346			530
Net operating loss		63,755			54,570
Total deferred tax assets		76,889			63,329
Less valuation allowance		(60,435	)		(47,310	)
Total deferred tax assets, net	$	16,454		$	16,019
Deferred tax liabilities:
Leases	$	(5,886	)	$	(4,729	)
Deferred sales commissions		(1,409	)		(1,406	)
Acquisition costs and intangibles		(9,576	)		(9,884	)
Other		(12	)		—
Total deferred tax liabilities		(16,883	)		(16,019	)
Net deferred tax (liability) asset	$	(429	)	$	—

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, 2022, and 2021, the Company had a valuation allowance of $60.4 million and $47.3 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 2022 is primarily related to the pre-tax losses generated in the U.S and non-U.S. operations.

Net Operating Loss and Credit Carryforwards

As of December 31, 2022, the Company has net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes, and similar state amounts, of approximately $224.6 million available to reduce future income subject to income taxes before limitations. As of December 31, 2022, the Company had a net operating loss carryforward for tax purposes related to its foreign subsidiaries of $33.8 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 2023. 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.

During 2022, management completed its evaluation of any limitations on the ability of the Company to utilize the Thomas subsidiary net operating loss carryforward of $58.4 million. As a result of this evaluation, management has determined that the annual limitation, as determined under Section 382 of the Internal Revenue Code, would not prevent the Company from utilizing the net operating losses before expiration to the extent the Company is able to generate sufficient future taxable income.

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 were not material to the Company's financial position or operations for all comparable periods.

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 for federal or state income taxation.

- 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.

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+ Details

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets [Line Items]
Impairment of intangible asset	$ 0	$ 0	$ 100,000
Write off of tradename	0
Reduction in carrying value of goodwill			1,500,000
Goodwill	258,036,000	254,672,000	833,000
Amortization expense	3,436,000	464,000	$ 833,000
Estimated amortization expense for intangible assets and lease intangible assets for 2023	3,600,000
Estimated amortization expense for intangible assets and lease intangible assets for 2024	3,600,000
Estimated amortization expense for intangible assets and lease intangible assets for 2025	3,600,000
Estimated amortization expense for intangible assets and lease intangible assets for 2026	3,200,000
Estimated amortization expense for intangible assets and lease intangible assets for 2027	2,600,000
Estimated amortization expense for intangible assets and lease intangible assets thereafter	22,800,000
U.S.
Goodwill And Intangible Assets [Line Items]
Goodwill	$ 258,000,000.0	$ 254,700,000

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2022

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.

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

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, 2022 2021, and 2020 (in thousands):


Year ended December 31, 2022	Balance Beginning of Period		Charged to Provision Accounts		Deduction or Other			Balance at End of Period
Allowance for doubtful accounts:
Accounts receivable	$	809	$	1,324	$	(145	)	$	1,988
Year ended December 31, 2021
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

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Operating Lease Expense

Operating lease expense for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Cost of revenue	$	82	$	93	$	196
Operations and support		-		137		—
General and administrative		7,706		1,512		1,024
Total operating lease expense	$	7,788	$	1,742	$	1,220

Schedule of Lease Cost

lease costs for the year ended December 31, 2022 are presented below (in thousands):


	Year Ended December 31,
	2022
Lease costs:
Operating lease costs	$	6,805
Variable lease costs		1,083
Short-term lease costs		160
Amortization of in-place lease intangible assets		386
Amortization of in place lease asset - below market		1,332
Sublease income		(1,978	)
Total operating lease cost	$	7,788

Summary of Supplemental Cash and Non-cash Information

The following table includes supplemental cash and non-cash information related to Xometry’s leases during 2022, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2022			2021			2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,472		$	1,600			1,222
Financing cash flows from financing leases		2			12			13
Right of use assets obtained in exchange for lease obligations:		5,730			26,706			95
Reduction to right of use assets resulting from reductions to lease obligations:		(67	)		(84	)		—

Aggregate Annual Lease Obligations

Xometry’s aggregate annual lease obligations at December 31, 2022 are as follows (in thousands):


	Operating Leases
2023	$	6,418
2024		7,461
2025		6,512
2026		1,356
2027		1,118
Thereafter		2,159
Total undiscounted lease obligations		25,024
Less imputed interest		(2,613	)

Net lease obligations	$	22,411

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, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Weighted average remaining lease term (in years)		3.76			3.83
Weighted average discount rate		4.78	%		4.05	%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

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,
	2022			2021			2020
Federal tax statutory rate		21	%		21	%		21	%
Foreign rate difference		2			1			3
Permanent difference: stock based compensation		3			1			—
Permanent difference: other		(2	)		(1	)		—
Goodwill impairment		—			—			(2	)
Valuation allowance		(24	)		(22	)		(22	)
		—	%		—	%		—	%

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, 2022 and 2021 are presented below (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Deferred compensation	$	3,392		$	2,403
Leases		4,913			3,587
Sec. 163(j) interest limitation carryforward		1,521			526
Allowance for doubtful accounts		501			424
Fixed assets		410			240
Charitable contributions		1,051			548
Unrealized losses		—			501
Other		1,346			530
Net operating loss		63,755			54,570
Total deferred tax assets		76,889			63,329
Less valuation allowance		(60,435	)		(47,310	)
Total deferred tax assets, net	$	16,454		$	16,019
Deferred tax liabilities:
Leases	$	(5,886	)	$	(4,729	)
Deferred sales commissions		(1,409	)		(1,406	)
Acquisition costs and intangibles		(9,576	)		(9,884	)
Other		(12	)		—
Total deferred tax liabilities		(16,883	)		(16,019	)
Net deferred tax (liability) asset	$	(429	)	$	—

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

(6)

Leases

The Company leases its offices under non-cancelable lease agreements which expire between 2023 and 2029. Certain of these arrangements have free rent, escalating rent payment provisions, lease renewal options, and tenant allowances. Because the Company is not reasonably certain to exercise these renewal options, the options are not considered in determining the lease term, and the associated potential option payments are excluded from the lease payments. Under such arrangements, the Company recognizes an ROU asset and lease liability on the Consolidated Balance Sheets. Variable rent may include items such as common area maintenance and real estate taxes.

The Company subleases a portion of its office in New York City to three other companies (the “Sublessees”). The Sublessees pay the Company a portion of the rent under the existing lease with the landlord (the “Head Lease”), the Company was not relieved from its legal obligation to the landlord under the Head Lease. Accordingly, an operating lease liability and an operating lease ROU asset was reflected on the Company’s Consolidated Balance Sheets related to the Head Lease.

Operating lease expense for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Cost of revenue	$	82	$	93	$	196
Operations and support		-		137		—
General and administrative		7,706		1,512		1,024
Total operating lease expense	$	7,788	$	1,742	$	1,220

Our lease costs for the year ended December 31, 2022 are presented below (in thousands):


	Year Ended December 31,
	2022
Lease costs:
Operating lease costs	$	6,805
Variable lease costs		1,083
Short-term lease costs		160
Amortization of in-place lease intangible assets		386
Amortization of in place lease asset - below market		1,332
Sublease income		(1,978	)
Total operating lease cost	$	7,788

Our lease costs for the years ended December 30, 2021 and 2020, were primarily operating lease costs.

The following table includes supplemental cash and non-cash information related to Xometry’s leases during 2022, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2022			2021			2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,472		$	1,600			1,222
Financing cash flows from financing leases		2			12			13
Right of use assets obtained in exchange for lease obligations:		5,730			26,706			95
Reduction to right of use assets resulting from reductions to lease obligations:		(67	)		(84	)		—

The increase in our ROU assets at December 31, 2022, as compared to December 31, 2021, is primarily due to our new lease in North Bethesda, Maryland and new and/or amended leases in Europe. The increase in our ROU lease assets at December 31, 2021, as compared to December 31, 2020, is primarily related to our acquisitions during the fourth quarter of 2021, see Note 13 - Acquisitions.

Xometry’s aggregate annual lease obligations at December 31, 2022 are as follows (in thousands):


	Operating Leases
2023	$	6,418
2024		7,461
2025		6,512
2026		1,356
2027		1,118
Thereafter		2,159
Total undiscounted lease obligations		25,024
Less imputed interest		(2,613	)

Net lease obligations	$	22,411

The following are the remaining weighted average lease terms and discount rates for Xometry’s leases as of December 31, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Weighted average remaining lease term (in years)		3.76			3.83
Weighted average discount rate		4.78	%		4.05	%

Disaggregated Revenue Information (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue Information

Revenue is presented in the following tables for the year ended December 31, 2022 (in thousands, supplier service revenue for the year ended December 31, 2021, was not considered material):


	For The Year Ended December 31,
Marketplace	2022
Revenue	$	303,134
Cost of revenue		216,336
Gross Profit	$	86,798

Supplier Services
Revenue	$	77,919
Cost of revenue		17,151
Gross Profit	$	60,768

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

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

(16)

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.

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.

Inventory - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 119	$ 105
Work-in-progress	675	1,324
Tools inventory	477	365
Finished goods	300	239
Total	$ 1,571	$ 2,033

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, 2019
Temporary Equity [Line Items]
Outstanding Convertible Preferred Stock	27,758,941	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 - Schedule of Total Stock-based Compensation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	$ 19,172	$ 7,395	$ 1,006
Sales and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	3,875	1,223	156
Operations and Support
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	6,886	2,659	259
Product Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	4,300	1,744	375
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	$ 4,111	$ 1,769	$ 216

Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2022

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	)

Property and Equipment and Long-Lived Assets

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021 (in thousands):


		December 31,			December 31,
	Useful Life	2022			2021

Technology hardware	3 years	$	2,927		$	2,220
Manufacturing equipment	5 years		2,892			2,946
Capitalized software development	3 years		24,343			13,126
Patent	17 years		—			157
Leasehold improvements	Shorter of useful life or lease term		1,345			1,222
Furniture and fixtures	7 years		1,705			1,155
Total			33,212			20,826
Less accumulated depreciation			(14,133	)		(10,539	)
Property and Equipment, net		$	19,079		$	10,287

Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Cost of revenue	$	82	$	104	$	230
Sales and marketing		-		11		23
Operations and support		57		155		193
Product development		3,158		2,655		1,543
General and administrative		700		207		298
Total depreciation expense	$	3,997	$	3,132	$	2,287

During the year ended December 31, 2022, the Company recorded impairments of approximately $0.8 million related to abandoned software projects that were previously in development, furniture, fixtures and equipment and/or other assets to be disposed. During the year ended December 31, 2022, $0.5 million of these impairments were recorded in our U.S. reporting segment and $0.3 million of these impairments were recorded in our International reporting segment. No impairments were recorded on our property and equipment during the years ended December 31, 2021 and 2020.

Debt Commitments and Contingencies - Additional Information (Details)			1 Months Ended			12 Months Ended
	Feb. 04, 2022	Jul. 09, 2021 USD ($)	Feb. 28, 2022 USD ($) BusinessDay TradingDays $ / shares	Apr. 30, 2020 USD ($)	Jan. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Loss on debt extinguishment							$ (272,000)
Proceeds from loan								$ 4,000,000
Net proceeds from issuance of notes, net of debt issuance costs						$ 287,500,000
Percentage of positions eliminated						6.00%
Percentage of employee's matching contribution						50.00%
Maximum percentage of employee contributions						6.00%
Total matching contribution						$ 1,600,000	$ 700,000	$ 400,000
Employee Termination Costs
Debt Instrument [Line Items]
Employee termination costs						$ 1,500,000
Paycheck Protection Program
Debt Instrument [Line Items]
Proceeds from loan				$ 4,800,000
2027 Notes
Debt Instrument [Line Items]
Indenture date	Feb. 04, 2022
Debt instrument, maturity date			Feb. 01, 2027
Debt instrument, effective interest rate						1.60%
Net proceeds from issuance of notes, net of debt issuance costs			$ 278,200,000
Debt instrument, interest rate			1.00%
Debt instrument, convertible, stock price trigger \| $ / shares			$ 1,000
Debt instrument, convertible, threshold percentage of stock price trigger			130.00%
Number of trading days \| TradingDays			20
Number of consecutive trading days \| TradingDays			30
Debt instrument, redemption price, percentage of principal amount redeemed			100.00%
2027 Notes \| Private Offering
Debt Instrument [Line Items]
Aggregate principal amount			$ 287,500,000
2027 Notes \| Initial Public Offering
Debt Instrument [Line Items]
Aggregate principal amount			250,000,000
2027 Notes \| Over-Allotment Option
Debt Instrument [Line Items]
Aggregate principal amount			$ 37,500,000
2027 Notes \| Class A Common Stock
Debt Instrument [Line Items]
Debt instrument conversion rate			17.8213
Debt instrument, convertible, stock price trigger \| $ / shares			$ 1,000
Debt instrument conversion price \| $ / shares			$ 56.11
Number of business day \| BusinessDay			5
Number of consecutive trading days \| TradingDays			10
2027 Notes \| Maximum \| Class A Common Stock
Debt Instrument [Line Items]
Percentage of sales price and applicable conversion rate			98.00%
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Series B Convertible Preferred Stock
Debt Instrument [Line Items]
Warrants to purchase shares of Series B Convertible Preferred Stock \| shares					87,784
Strike price \| $ / shares					$ 5.13
Warrants agreement expiration date					2025-05
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Term Loan
Debt Instrument [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
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
Debt Instrument [Line Items]
Variable interest rate						4.75%
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Term Loan \| Maximum
Debt Instrument [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
Debt Instrument [Line Items]
Debt instrument fee amount						$ 900,000

Debt Commitments and Contingencies - Summary of Total Restructuring Costs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Total restructure charge	$ 1,549
Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Total restructure charge	1,549
Sales and Marketing \| Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Total restructure charge	506
Operations and Support \| Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Total restructure charge	432
Product development \| Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Total restructure charge	458
General and Administrative \| Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Total restructure charge	$ 153

Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Gross goodwill	$ 257,746	$ 3,907
Accumulated impairments	(3,074)	(3,074)
Goodwill, Beginning Balance	254,672	833
Goodwill adjustment during the year	3,364	253,839
Goodwill, Ending Balance	$ 258,036	$ 254,672

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Allowance for Credit Losses Related to Accounts Receivable

The allowance for credit losses related to accounts receivable and changes were as follows (in thousands):



	2022			2021			2020

Allowance for credit losses
Balance at beginning of year, January 1	$	809		$	569		$	378
Charge to provision accounts		1,324			295			315
Recoveries or other		(145	)		(55	)		(124	)
Balance at year end, December 31	$	1,988		$	809		$	569

Summary of Contract Liabilities

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


Rollforward of contract liabilities:
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
Revenue recognized		(171,709	)
Payments received in advance		172,355
Contract liabilities at December 31, 2022	$	8,509

Property and Equipment and Long-Lived Assets (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Summary of Components of Property and Equipment

Property and equipment consist of the following as of December 31, 2022 and 2021 (in thousands):


		December 31,			December 31,
	Useful Life	2022			2021

Technology hardware	3 years	$	2,927		$	2,220
Manufacturing equipment	5 years		2,892			2,946
Capitalized software development	3 years		24,343			13,126
Patent	17 years		—			157
Leasehold improvements	Shorter of useful life or lease term		1,345			1,222
Furniture and fixtures	7 years		1,705			1,155
Total			33,212			20,826
Less accumulated depreciation			(14,133	)		(10,539	)
Property and Equipment, net		$	19,079		$	10,287

Summary of Depreciation Expense

Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Cost of revenue	$	82	$	104	$	230
Sales and marketing		-		11		23
Operations and support		57		155		193
Product development		3,158		2,655		1,543
General and administrative		700		207		298
Total depreciation expense	$	3,997	$	3,132	$	2,287

Debt Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt Commitments and Contingencies

(12)

Debt Commitments and Contingencies

2027 Convertible Notes

In February 2022, we entered into a purchase agreement with certain counterparties for the sale of an aggregate of $287.5 million principal amount of convertible senior notes due in 2027 (the “2027 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2027 Notes consisted of a $250 million initial placement and an over-allotment option that provided the initial purchasers of the 2027 Notes with the option to purchase an additional $37.5 million aggregate principal amount of the 2027 Notes, which was fully exercised. The 2027 Notes were issued pursuant to an indenture dated February 4, 2022. The net proceeds from the issuance of the 2027 Notes were $278.2 million, net of debt issuance costs. The debt issuance costs are amortized to interest expense using the effective interest rate method.

The 2027 Notes are unsecured obligations which bear regular interest at 1% per annum and for which the principal balance will not accrete. Interest payment are due on February 1 and August 1. The 2027 Notes will mature on February 1, 2027 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 17.8213 shares of Class A common stock per $1,000 principal amount of 2027 Notes, which is equivalent to an initial conversion price of approximately $56.11 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2027 Notes.

We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 5, 2025 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest or additional interest, if any.

Holders of the 2027 Notes may convert all or a portion of their 2027 Notes at their option prior to November 1, 2026, in multiples of $1,000 principal amounts, only under the following circumstances:

•

if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2027 Notes on each such trading day;

•

during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the 2027 Notes for each day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2027 Notes;

•

on a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the 2027 Notes so surrendered for conversion in connection with such redemption notice; or

•

on the occurrence of specified corporate events.

On or after November 1, 2026, the 2027 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

Holders of the 2027 Notes who convert the 2027 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2027 Notes, or in connection with a redemption are entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the 2027 Notes may require us to repurchase all or a portion of the 2027 Notes at a price equal to 100% of the principal amount of 2027 Notes, plus any accrued and unpaid special interest, if any.

We accounted for the issuance of the 2027 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

The following table presents the outstanding principal amount and carrying value of the 2027 Notes as of the dates indicated (in thousands):


	December 31,
	2022
Principal	$	287,500
Unamortized debt discount		(7,044	)
Unamortized debt issuance costs		(547	)
Net carrying value	$	279,909

The annual effective interest rate for the 2027 Notes was approximately 1.6%. Interest expense related to the 2027 Notes for the periods presented below was as follows (in thousands):


	Year Ended December 31,
	2022
Coupon interest	$	2,606
Amortization of debt discount		1,582
Amortization of transaction costs		136
Total interest expense	$	4,324


	December 31, 2022
	Carrying Value		Fair Value
2027 Notes	$	279,909	$	257,671	(1)

(1) The fair value is estimated using a discounted cash flow analysis, using interest rate that we believe are offered for similar borrowings (a Level 3 measurement).

Term Loan Facility

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 7). 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 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.

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.

Restructuring

In December 2022, we initiated a restructuring action to help manage our operating expenses by reducing our workforce by approximately 6%. The workforce reduction focused on realigning our staffing levels to help us meet the current and future objectives of our business. For the year ended December 31, 2022, we incurred $1.5 million for employee termination costs related to this restructuring. The majority of these costs will be paid by the Company in the first quarter of 2023.


	Employee Termination Benefits


Accrued restructuring costs as of December 31, 2021	$	—
Restructuring costs incurred during the year ended December 31, 2022		1,549
Amount paid during the year ended December 31, 2022		—
Accrued restructuring costs as of December 31, 2022	$	1,549

The following table shows the total restructuring costs incurred during the year ended December 31, 2022 (in thousands):


	For the Year Ended December 31,
	2022

Sales and marketing	$	506
Operations and support		432
Product development		458
General and administrative		153
Total restructure charge	$	1,549

Defined Contribution Plans

We sponsor a defined contribution plan for qualifying employees, including a 401(k) Plan in the United States to which we make matching contributions of 50% of participating employee contributions up to 6% of eligible income. Our total matching contribution to the 401(k) Plan was $1.6 million, $0.7 million and $0.4 million for the years ending December 31, 2022, 2021 and 2020, respectively.

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
-URI https://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 https://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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

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)

Investment in Unconsolidated Joint Venture - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 09, 2021
Industrial Media, LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage			50.00%
Ownership interest, net assets			$ 5,200,000
Approximate basis difference			$ 4,200,000
Dividends received	$ 700,000	$ 0
Payments of advertising expense	$ 200,000
Rich Media Group, LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage			50.00%

Acquisitions - Summary of Fair Value of Identifiable Intangible Assets (Details) - Thomas Publishing Company [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Total intangible assets	$ 41,844
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
Lease Intangible Assets
Business Acquisition [Line Items]
Total intangible assets	$ 1,444
Acquired intangible assets, useful life	4 years

Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Components of Inventory

Inventory consists of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,		December 31,
	2022		2021

Raw materials	$	119	$	105
Work-in-progress		675		1,324
Tools inventory		477		365
Finished goods		300		239
Total	$	1,571	$	2,033

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' Equity (Deficit)	Total Stockholders' Equity (Deficit) 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, 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)						210	(31,085)	(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
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
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
Issuance of common stock in connection with the initial public offering, net of underwriters' discount		$ 325,263				$ 325,263				$ 325,263
Issuance of common stock in connection with the initial public offering, net of underwriters' discount, Shares															7,906,250
Cost of initial public offering	(3,678)				(3,678)				(3,678)
Share issued in business combinations	102,888				102,888				102,888
Share issued in business combinations, 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)						(61)	(61,379)	(61,440)		(2)
Balance at Dec. 31, 2021	425,483				597,641		149	(173,341)	424,449		1,034
Balance, Shares at Dec. 31, 2021														43,998,404		2,676,154
Vesting of restricted stock units,shares														72,968
Exercise of common stock options	$ 3,715				3,715				3,715
Exercise of common stock options, Shares	682,958													684,916
Other common stock issued	$ 281				281				281
Other common stock issued, Shares														5,577
Donated common stock	2,272				2,272				2,272
Donated common stock, Shares														60,399
Stock based compensation	19,172				19,172				19,172
Comprehensive loss:
Foreign currency translation	(81)						(121)		(121)		40
Net loss	(76,009)							(76,025)	(76,025)		16
Comprehensive loss	(76,090)								(76,146)		56
Balance at Dec. 31, 2022	$ 374,833				$ 623,081		$ 28	$ (249,366)	$ 373,743		$ 1,090
Balance, Shares at Dec. 31, 2022														44,822,264		2,676,154

Debt Commitments and Contingencies - Schedule of Outstanding Principal Amount and Carrying Value of Notes (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Net carrying value	$ 279,909
2027 Notes
Debt Instrument [Line Items]
Principal	287,500
Unamortized debt discount	(7,044)
Unamortized debt issuance costs	(547)
Net carrying value	$ 279,909

Stock Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Unvested RSUs, Beginning Balance	186,480
Number of Shares, Granted	917,661	193,722
Number of Shares, Vested	(73,018)	(1,954)
Number of Shares, Forfeited and cancelled	(155,221)	(5,288)
Number of Shares, Unvested RSUs, Ending Balance	875,902	186,480
Weighted Average Grant Date fair value (per share), Unvested RSUs Beginning Balance	$ 63.94
Weighted Average Grant Date fair value (per share), Granted	42.54	$ 64.02
Weighted Average Grant Date fair value (per share), Vested	59.02	73.17
Weighted Average Grant Date fair value (per share) - Forfeited and cancelled	50.15	63.58
Weighted Average Grant Date fair value (per share), Unvested RSUs Ending Balance	$ 44.37	$ 63.94
Aggregate Intrinsic Value, Unvested RSUs	$ 28.2	$ 9.6

Property and Equipment and Long-Lived Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Impairments related to abandoned assets		$ 0	$ 0
Capitalized Software Development
Property, Plant and Equipment [Line Items]
Impairments related to abandoned assets	$ 800,000
U.S. \| Capitalized Software Development
Property, Plant and Equipment [Line Items]
Impairments related to abandoned assets	500,000
International \| Capitalized Software Development
Property, Plant and Equipment [Line Items]
Impairments related to abandoned assets	$ 300,000

Organization and Description of Business - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 Supplier
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity month and year of incorporation	2013-05
Minimum number of suppliers available in industrial buying engine on Thomesnet.com	500,000

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

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Weighted Average Assumptions

The weighted average assumptions for the year ended December 31, 2022 and 2021 are provided in the following table.


	Year Ended December 31,
	2022			2021
Valuation assumptions:
Expected dividend yield	—%			—%
Expected volatility		67	%		53	%
Expected term (years)		5.9			6.1
Risk-free interest rate		2.2	%		1.1	%
Fair value of share	$	37.60		$	26.96

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, 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
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

Exercisable at December 31, 2021		987,622			3.35		7.5
Balance at December 31, 2021		3,286,870			6.98		8.4	$	145.5
Granted		377,253			37.60		—		—
Exercised		(682,958	)		5.53		—		—
Forfeited		(137,413	)		8.18		—		—
Expired		(2,333	)		7.57		—		—
Balance at December 31, 2022		2,841,419			11.33		7.7	$	61.4
Exercisable at December 31, 2022		1,391,047			6.09		7.2	$	36.4

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 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
Granted		917,661			42.54		—
Vested		(73,018	)		59.02		—
Forfeited and cancelled		(155,221	)		50.15		—
Unvested RSUs as of December 31, 2022		875,902			44.37		28.2

At December 31, 2022 and 2021, there was approximately $31.2 million and $10.7 million, respectively of

Schedule of Total Stock-based Compensation Costs

Total stock-based compensation cost for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Sales and marketing	$	3,875	$	1,223	$	156
Operations and support		6,886		2,659		259
Product development		4,300		1,744		375
General and administrative		4,111		1,769		216
Total stock compensation expense	$	19,172	$	7,395	$	1,006

Subsequent Event

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Event

(19)

Subsequent Event

On January 2, 2023, the Company acquired 100% of the equity of Tridi Teknoloj A.S. ("Tridi") located in Istanbul, Turkey subject to a Share Purchase Agreement. The acquisition of Tridi extended our marketplace capabilities in Europe by opening a vast array of affordable suppliers. Tridi operates an online marketplace for manufacturing with the ability to serve all of Europe within a 24-hour turn around period. The Company accounted for the acquisition as a business combination. The aggregate non-contingent portion of the purchase price was approximately $3.8 million. In addition, the purchase price includes a contingent consideration arrangement to the former owners of Tridi up to a maximum amount of $1.25 million (undiscounted) in Class A common shares in two installments on the first and second anniversary of the acquisition and is based on the achievement of certain revenue targets. During the year ended December 31, 2022, the Company recognized approximately $0.3 million of acquisition costs which are recorded in general and administrative expenses on our Consolidated Statements of Operations and Comprehensive Loss.

Property and Equipment and Long-Lived Assets - Summary of Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Depreciation expense	$ 3,997	$ 3,132	$ 2,287
Cost of Revenue
Property Plant And Equipment [Line Items]
Depreciation expense	82	104	230
Sales and Marketing
Property Plant And Equipment [Line Items]
Depreciation expense		11	23
Operations and Support
Property Plant And Equipment [Line Items]
Depreciation expense	57	155	193
Product Development
Property Plant And Equipment [Line Items]
Depreciation expense	3,158	2,655	1,543
General and Administrative
Property Plant And Equipment [Line Items]
Depreciation expense	$ 700	$ 207	$ 298

Debt Commitments and Contingencies - Schedule of Interest Expense Related to Notes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total interest expense	$ 4,418	$ 852	$ 1,089
2027 Notes
Debt Instrument [Line Items]
Coupon interest	2,606
Amortization of debt discount	1,582
Amortization of transaction costs	136
Total interest expense	$ 4,324

Convertible Preferred Stock - Schedule of Numbers of Authorized and Outstanding Shares of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
Shares authorized	27,970,966
Shares outstanding	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

Leases - Summary of Supplemental Cash and Non-cash Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 6,472	$ 1,600	$ 1,222
Financing cash flows from financing leases	2	12	13
Right of use assets obtained in exchange for lease obligations:	5,730	26,706	$ 95
Reduction to right of use assets resulting from reductions to lease obligations:	$ (67)	$ (84)

Debt Commitments and Contingencies - Schedule of Carrying Value and Estimated Fair Value of Notes (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Carrying Value	$ 279,909
2027 Notes
Debt Instrument [Line Items]
Carrying Value	279,909
2027 Notes \| Level 3
Debt Instrument [Line Items]
Fair Value	$ 257,671

Summary of Significant Accounting Policies - Summary of Allowance for Credit Losses Related to Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of year, January 1	$ 809	$ 569	$ 378
Charge to provision accounts	1,324	295	315
Recoveries or other	(145)	(55)	(124)
Balance at year end, December 31	$ 1,988	$ 809	$ 569

Summary of Significant Accounting Policies - Additional Information (Details)	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 09, 2021
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Number of reportable segments \| Segment		2
Marketable securities		$ 253,770,000	$ 30,465,000
Losses related to marketable securities		1,855,000	2,002,000
Property and equipment includes capitalized internal-use software development costs		11,500,000	5,200,000
Impairment loss of investment		0	0
Revenue, net of estimated returns, refunds and allowances		300,000	200,000
Amortization of deferred sales commissions		4,900,000	500,000
Deferred sales contract acquisition costs		3,300,000	5,300,000
Advertising costs		$ 33,500,000	20,700,000	$ 12,000,000.0
Requisite service period	4 years	4 years
Sales Contract Acquisition Costs \| New Customers
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Sales contract acquisition costs, amortization period		2 years
Sales Contract Acquisition Costs \| Existing Customers
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Sales contract acquisition costs, amortization period over contract renewal		1 year
Other Expenses
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Losses related to marketable securities		$ 1,900,000	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		$ 253,800,000	$ 30,500,000
Accounting Standards Update 2020-06
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2022
Accounting Standards Update 2016-13
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jul. 01, 2022
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]		true
Maximum
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Intangible assets, estimated useful lives		17 years
Property, plant and equipment, useful life		7 years
Minimum
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Intangible assets, estimated useful lives		1 year
Property, plant and equipment, useful life		3 years