QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
Title of each class: |
Trading Symbol(s) |
Name of each exchange on which registered: | ||
one share of Common Stock for $11.50 per share |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Item 1. |
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1 |
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2 |
||||||
3 |
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5 |
||||||
6 |
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Item 2. |
26 |
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Item 3. |
35 |
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Item 4. |
36 |
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Item 1. |
37 |
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Item 1A. |
37 |
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Item 2. |
37 |
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Item 3. |
37 |
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Item 4. |
37 |
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Item 5. |
37 |
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Item 6. |
38 |
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38 |
September 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Accounts receivable |
||||||||
Inventory |
||||||||
Promissory note due from related party |
||||||||
Prepaid expenses and other current assets |
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|
|
|
|
|||||
Total current assets |
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Property and equipment, net |
||||||||
Right-of-use |
||||||||
Goodwill |
||||||||
Security deposits |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity (Deficit) |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses and other liabilities |
||||||||
Current portion of long-term debt |
||||||||
Operating lease liabilities, current |
||||||||
Deferred revenue |
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|
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Total current liabilities |
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Operating lease liabilities, net of current portion |
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Warrant liabilities |
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Long-term debt |
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|
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Total liabilities |
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|
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Commitments and contingencies |
||||||||
Stockholders’ equity (deficit) (1) |
||||||||
Preferred stock ($ |
||||||||
Common stock ($ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ equity (deficit) |
( |
) | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity (deficit) |
$ | $ | ||||||
|
|
|
|
(1) | Retroactively restated for the reverse recapitalization as described in Notes 1 and 3. |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Revenue, net |
$ | $ | $ | $ | ||||||||||||
Cost of revenue |
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|
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Gross profit |
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Operating expenses |
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Selling, general and administrative |
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Research and development |
||||||||||||||||
Amortization and depreciation |
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|
|||||||||
Total operating expenses |
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|
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|
|||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other income (expense) |
||||||||||||||||
Long-term debt forgiveness |
||||||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Change in fair value of warrant liabilities |
||||||||||||||||
Interest income |
||||||||||||||||
Other income |
||||||||||||||||
Loss on disposal of assets |
( |
) | ||||||||||||||
|
|
|
|
|
|
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|
|||||||||
Total other income (expense), net |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) before income tax benefit |
( |
) | ( |
) | ||||||||||||
Income tax benefit |
( |
) | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
( |
) | ( |
) | ||||||||||||
Deemed dividend - Earnout Shares |
( |
) | ( |
) | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common stockholders |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income ( per share:loss) |
||||||||||||||||
Basic |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share attributable to common stockholders: |
||||||||||||||||
Basic |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|
|
|||||||||
Diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding: (1) |
||||||||||||||||
Basic |
||||||||||||||||
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|
|||||||||
Diluted |
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|
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|
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|
|
|||||||||
Other comprehensive ( loss) income |
||||||||||||||||
Foreign currency translation adjustment |
( |
) | ( |
) | ||||||||||||
Comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|
|
(1) |
Retroactively restated for the reverse recapitalization as described in Notes 1 and 3. |
Preferred Stock |
Common Stock |
|||||||||||||||||||||||||||||||
Three and Nine Months Ended September 30, 2021 |
Shares |
Amount |
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Balance at January 1, 2021 (as previously reported) |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
Retroactive application of reverse recapitalization |
( |
) | ( |
) | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at January 1, 2021 (after effect of reverse recapitalization) |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at March 31, 2021 |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of Legacy Shapeways convertible Series B-1 preferred stock resulting from exercise of warrants |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at June 30, 2021 |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon conversion of convertible notes |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of warrants |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Issuance of Legacy Shapeways convertible Series D preferred stock upon exercise of warrants |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Repurchase of Legacy Shapeways common stock |
— | — | ( |
) | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||
Effect of Merger and recapitalization, net of redemptions and issuance costs |
— | — | — | — | ||||||||||||||||||||||||||||
Issuance of common stock pursuant to PIPE financing, net of issuance costs |
— | — | — | — | ||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at September 30, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock |
Common Stock |
|||||||||||||||||||||||||||||||
Three and Nine Months Ended September 30, 2020 |
Shares |
Amount |
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Balance at January 1, 2020 (as previously reported) |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Retroactive application of reverse recapitalization |
( |
) | ( |
) | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at January 1, 2020 (after effect of reverse recapitalization) |
$ | — | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at March 31, 2020 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at June 30, 2020 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at September 30, 2020 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Retroactively restated for the reverse recapitalization as described in Notes 1 and 3. |
Nine Months Ended September 30, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net income ( loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Depreciation and amortization |
||||||||
Loss on disposal of assets |
||||||||
Stock-based compensation expense |
||||||||
Non-cash lease expense |
||||||||
Non-cash debt forgiveness |
( |
) | ||||||
Change in fair value of warrant liabilities |
( |
) | ||||||
Change in operating assets and liabilities: |
||||||||
Accounts receivable |
( |
) | ( |
) | ||||
Inventory |
( |
) | ||||||
Prepaid expenses and other assets |
||||||||
Interest on promissory note due from related party |
||||||||
Accounts payable |
( |
) | ( |
) | ||||
Accrued expenses and other liabilities |
||||||||
Lease liabilities |
( |
) | ( |
) | ||||
Deferred revenue |
( |
) | ||||||
Deferred rent |
( |
) | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Principal payments on capital leases |
( |
) | ||||||
Proceeds from issuance of common stock |
||||||||
Proceeds received from exercise of preferred stock warrants |
||||||||
Effect of Merger, net of transaction costs |
— | |||||||
Repayments of loans payable |
( |
) | ( |
) | ||||
Proceeds from loans payable |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net change in cash and cash equivalents and restricted cash |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Effect of change in foreign currency exchange rates on cash and cash equivalents and restricted cash |
( |
) | ||||||
Cash and cash equivalents and restricted cash at beginning of period |
||||||||
|
|
|
|
|||||
Cash and cash equivalents and restricted cash at end of period |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosure of cash and non-cash transactions: |
||||||||
Cash paid for interest |
$ | $ | ||||||
|
|
|
|
|||||
Accrued acquisition of property and equipment |
$ | $ | ||||||
|
|
|
|
|||||
Issuance of Legacy Shapeways common stock upon conversion of convertible notes |
$ | $ | ||||||
|
|
|
|
|||||
Repurchase of Legacy Shapeways common stock |
$ | ( |
) | $ | ||||
|
|
|
|
• |
Legacy Shapeways’ directors represented the majority of the new board of directors of the Company; |
• |
The executive officers and senior management of Legacy Shapeways are the executive officers and senior management of the Company; |
• |
The assets of Legacy Shapeways represent a significant majority of the assets of the Company (excluding cash formerly held in the Galileo trust account); and |
• | The business of the Company will be the continued business of Legacy Shapeways. The business of the Company will continue to focus on Legacy Shapeways’ core offerings related to the facilitation of the sale, design and manufacturing of 3D printed items. |
September 30, 2021 |
December 31, 2020 |
|||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
|
|
|
|
|||||
$ | $ | |||||||
|
|
|
|
Asset Category |
Depreciable Life | |
Machinery and equipment |
||
Computers and IT equipment |
||
Furniture and fixtures |
||
Leasehold improvements |
* |
** | Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Common stock warrants |
||||||||||||||||
Earnout Shares |
Recapitalization |
||||
Cash - Galileo trust and cash, net of redemption |
$ | |||
Cash - PIPE Investment, net of transaction costs |
||||
Less: transaction costs and advisory fees allocated to equity |
( |
) | ||
|
|
|||
Effect of Merger, net of redemption, transaction costs and advisory costs |
$ | |||
|
|
Recapitalization |
||||
Cash - Galileo trust and cash, net of redemption |
$ | |||
Non-cash net working capital assumed from Galileo |
||||
Less: fair value of Private and Sponsor Warrant liabilities |
( |
) | ||
Less: transaction costs and advisory fees allocated to equity |
( |
) | ||
Effect of Merger, net of redemption, transaction costs and advisory costs |
$ | |||
Number of Shares |
||||
Common stock, outstanding prior to Business Combination |
||||
Less: redemption of Galileo shares |
( |
) | ||
Common stock of Galileo |
||||
Galileo founder and representative shares, net of forfeited shares |
||||
Shares issued in PIPE Investment |
||||
Merger and PIPE Investment - common stock |
||||
Legacy Shapeways shares - common stock (1) |
||||
Total shares of common stock immediately after Business Combination |
||||
(1) |
Includes |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Major products/service lines: |
||||||||||||||||
Direct sales |
$ | $ | $ | $ | ||||||||||||
Marketplace sales |
||||||||||||||||
Software |
||||||||||||||||
Total revenue |
$ | $ | $ | $ | ||||||||||||
Timing of revenue recognition: |
||||||||||||||||
Products transferred at a point in time |
$ | $ | $ | $ | ||||||||||||
Products and services transferred over time |
||||||||||||||||
Total revenue |
$ | $ | $ | $ | ||||||||||||
Deferred Revenue |
||||
Balance at January 1, 2021 |
$ | |||
Deferred revenue recognized during period |
( |
) | ||
Additions to deferred revenue during period |
||||
|
|
|||
Balance at September 30, 2021 |
$ | |||
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Raw materials |
$ | $ | ||||||
Work-in-process |
||||||||
Finished goods |
||||||||
|
|
|
|
|||||
Total |
$ | $ | ||||||
|
|
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Prepaid expenses |
$ | $ | ||||||
Security deposits |
||||||||
VAT receivable |
||||||||
Other current assets |
||||||||
|
|
|
|
|||||
Total |
$ | $ | ||||||
|
|
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Machinery and equipment |
$ | $ | ||||||
Computers and IT equipment |
||||||||
Furniture and fixtures |
||||||||
Leasehold improvements |
||||||||
|
|
|
|
|||||
Less: Accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | $ | ||||||
|
|
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Accrued selling expenses |
$ | $ | ||||||
Accrued compensation |
||||||||
Interest payable |
— | |||||||
Taxes payable |
||||||||
Accrued transaction costs |
— |
|||||||
Accrued acquisition of property and equipment |
— | |||||||
Shapeways credits |
||||||||
Other |
||||||||
|
|
|
|
|||||
Total |
$ | $ | ||||||
|
|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Operating lease expense |
$ | $ | $ | $ | ||||||||||||
Finance lease expense |
— | — | — | |||||||||||||
Interest expense on finance lease liabilities |
— | — | — | |||||||||||||
Short-term lease expense |
— | — | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total lease cost |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Assets: |
||||||||
Right-of-use |
$ | $ | ||||||
|
|
|
|
|||||
Total lease assets |
$ | $ | ||||||
|
|
|
|
|||||
Liabilities: |
||||||||
Current liabilities: |
||||||||
Operating lease liabilities, current |
$ | $ | ||||||
Non-current liabilities: |
||||||||
Operating lease liabilities, net of current portion |
$ | |||||||
|
|
|
|
|||||
Total lease liability |
$ | $ | ||||||
|
|
|
|
Nine Months Ended September 30, |
||||||||
2021 |
2020 |
|||||||
Operating cash flows from operating leases |
$ | $ | ||||||
Operating cash flows from finance leases |
— | |||||||
Financing cash flows from finance leases |
— | |||||||
Lease liabilities arising from obtaining right-of-use |
— |
Rest of 2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
|
|
|||
Total minimum lease payments |
||||
Less effects of discounting |
( |
) | ||
|
|
|||
Present value of future minimum lease payments |
$ | |||
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Dutch Landlord Loan |
$ | $ | ||||||
Term Loan |
||||||||
Convertible Promissory Notes |
||||||||
PPP Loan |
||||||||
|
|
|
|
|||||
Less: current portion |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Long-term debt |
$ | $ | ||||||
|
|
|
|
Three and Nine Months Ended September 30, |
||||||||
2021 |
2020 |
|||||||
Strike price |
$ | $ | ||||||
Expected term (in years) |
||||||||
Expected volatility |
% |
% | ||||||
Risk-free interest rate |
% |
% | ||||||
Dividend yield |
Shares Underlying Options |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
||||||||||
Outstanding at January 1, 2021 (as previously reported) |
$ | |||||||||||
Retroactive application of reverse recapitalization |
( |
) | — | |||||||||
|
|
|
|
|
|
|||||||
Outstanding as of January 1, 2021, effect of Merger |
$ | |||||||||||
Granted |
||||||||||||
Forfeited |
( |
) | — | |||||||||
Exercised |
( |
) | — | |||||||||
|
|
|
|
|
|
|||||||
Outstanding at March 31, 2021 |
$ | |||||||||||
Granted |
— | |||||||||||
Forfeited |
( |
) | — | |||||||||
Exercised |
( |
) | — | |||||||||
|
|
|
|
|
|
|||||||
Outstanding at June 30, 2021 |
$ | |||||||||||
Granted |
— | |||||||||||
Forfeited |
( |
) | — | |||||||||
Exercised |
( |
) | — | |||||||||
|
|
|
|
|
|
|||||||
Outstanding at September 30, 2021 |
$ | |||||||||||
|
|
|
|
|
|
|||||||
Exercisable at September 30, 2021 |
$ | |||||||||||
|
|
|
|
|
|
Description |
Level |
September 30, 2021 |
December 31, 2020 |
|||||||||
Liabilities: |
||||||||||||
Warrant liabilities |
3 | $ | $ |
September 30, 2021 |
At Closing (September 29, 2021) |
|||||||
Stock price on valuation date |
$ | $ | ||||||
Exercise price per share |
$ | $ | ||||||
Expected life |
||||||||
Volatility |
% |
% | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % | ||||||
|
|
|
|
|||||
Fair value per warrant |
$ | $ | ||||||
|
|
|
|
Warrant Liabilities |
||||
Balance at December 31, 2020 |
$ | |||
Additions pursuant to Merger |
||||
Change in fair value |
( |
) | ||
|
|
|||
Balance at September 30, 2021 |
$ | |||
|
|
• | Market conditions that may impact our pricing; |
• | Product mix changes between established manufacturing product offerings and new manufacturing product offerings; |
• | Product mix changes; |
• | Mix changes between products we manufacture in house and through outsourced manufacturers; |
• | Shapeways’ cost structure, including rent, materials costs, machine costs, labor rates, and other manufacturing operations costs; and |
• | Shapeways’ level of investment in new technologies. |
Three Months Ended September 30, |
Change |
|||||||||||||||||||
(Dollars in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||||||
Revenue |
$ | 7,716 | $ | 8,107 | $ | (391 | ) | (5 | ) | % |
Three Months Ended September 30, |
Change |
|||||||||||||||||||
(Dollars in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||||||
Cost of Revenue |
$ | 4,055 | $ | 4,406 | $ | (351 | ) | (8 | ) | % |
Nine Months Ended September 30, |
Change |
|||||||||||||||
(Dollars in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||
Revenue |
$ | 25,354 | $ | 23,028 | $ | 2,326 | 10 | % |
Nine Months Ended September 30, |
Change |
|||||||||||||||
(Dollars in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||
Cost of Revenue |
$ | 13,271 | $ | 13,030 | $ | 241 | 2 | % |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
(Dollars in thousands) |
2021 |
2020 |
2021 |
2020 |
||||||||||||
Net income (loss) |
$ | 2,552 | $ | (450 | ) | $ | 4,125 | $ | (2,920 | ) | ||||||
Debt forgiveness |
— | — | (2,000 | ) | — | |||||||||||
Interest expense |
126 | 141 | 407 | 444 | ||||||||||||
Depreciation and amortization |
33 | 37 | 100 | 113 | ||||||||||||
Change in fair value of warrant liabilities |
(5,088 | ) | — | (5,088 | ) | — | ||||||||||
Income tax benefit |
— | — | (71 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted EBITDA |
$ | (2,377 | ) | $ | (272 | ) | $ | (2,527 | ) | $ | (2,363 | ) | ||||
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
||||||||
(Dollars in thousands) |
2021 |
2020 |
||||||
Net cash used in operating activities |
$ | (2,250 | ) | $ | (2,854 | ) | ||
Ned cash used in investing activities |
(125 | ) | (23 | ) | ||||
Net cash provided by financing activities |
83,945 | 1,182 | ||||||
|
|
|
|
|||||
Net change in cash and cash equivalents and restricted cash |
$ | 81,570 | $ | (1,695 | ) | |||
|
|
|
|
* | Filed herewith |
** | Furnished herewith |
Shapeways Holdings, Inc. | ||||
Dated: November 15, 2021 | By: /s/ Jennifer Walsh | |||
Jennifer Walsh | ||||
Chief Financial Officer | ||||
(Principal Financial and Accounting Officer) |
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Greg Kress, Chief Executive Officer of Shapeways Holdings, Inc., certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Shapeways Holdings, Inc. (the Registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report; |
4. | The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most recent fiscal quarter (the Registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Shapeways Holdings, Inc. | ||||
Dated: November 15, 2021 | By: /s/ Greg Kress | |||
Greg Kress | ||||
Chief Executive Officer and Director | ||||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jennifer Walsh, Chief Financial Officer of Shapeways Holdings, Inc., certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Shapeways Holdings, Inc. (the Registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report; |
4. | The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most recent fiscal quarter (the Registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Shapeways Holdings, Inc. | ||||
Dated: November 15, 2021 | By: /s/ Jennifer Walsh | |||
Jennifer Walsh | ||||
Chief Financial Officer | ||||
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q for the nine months ended September 30, 2021 (the Report) by Shapeways Holdings, Inc. (the Registrant), I, Greg Kress as Chief Executive Officer of the Registrant hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Shapeways Holdings, Inc. | ||||
Dated: November 15, 2021 | By: /s/ Greg Kress | |||
Greg Kress | ||||
Chief Executive Officer and Director | ||||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q for the nine months ended September 30, 2021 (the Report) by Shapeways Holdings, Inc. (the Registrant), I, Jennifer Walsh as Chief Financial Officer of the Registrant hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Shapeways Holdings, Inc. | ||||
Dated: November 15, 2021 | By: /s/ Jennifer Walsh | |||
Jennifer Walsh | ||||
Chief Financial Officer | ||||
(Principal Financial and Accounting Officer) |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 48,296,484 | 32,170,068 |
Common stock, shares outstanding | 48,296,484 | 32,170,068 |
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
Sep. 30, 2021 |
Sep. 30, 2020 |
|
Revenue, net | $ 7,716 | $ 8,107 | $ 25,354 | $ 23,028 |
Cost of revenue | 4,055 | 4,406 | 13,271 | 13,030 |
Gross profit | 3,661 | 3,701 | 12,083 | 9,998 |
Operating expenses | ||||
Selling, general and administrative | 4,366 | 2,461 | 10,513 | 8,075 |
Research and development | 1,673 | 1,516 | 4,099 | 4,289 |
Amortization and depreciation | 33 | 37 | 100 | 113 |
Total operating expenses | 6,072 | 4,014 | 14,712 | 12,477 |
Loss from operations | (2,411) | (313) | (2,629) | (2,479) |
Other income (expense) | ||||
Long-term debt forgiveness | 0 | 0 | 2,000 | 0 |
Interest expense | (126) | (141) | (407) | (444) |
Change in fair value of warrant liabilities | 5,088 | 0 | 5,088 | 0 |
Interest Income | 1 | 0 | 1 | 0 |
Other income | 0 | 4 | 1 | 7 |
Loss on disposal of assets | 0 | 0 | 0 | (4) |
Total other income (expense), net | 4,963 | (137) | 6,683 | (441) |
Income (loss) before income tax benefit | 2,552 | (450) | 4,054 | (2,920) |
Income tax benefit | 0 | 0 | (71) | |
Net income (loss) | 2,552 | (450) | 4,125 | (2,920) |
Deemed dividend - Earnout Shares | (18,132) | 0 | (18,132) | |
Net loss attributable to common stockholders | $ (15,580) | $ (450) | $ (14,007) | $ (2,920) |
Net income (loss) per share: | ||||
Basic | $ 0.07 | $ (0.01) | $ 0.11 | $ (0.08) |
Diluted | 0.07 | (0.01) | 0.11 | (0.08) |
Net loss per share attributable to common stockholders: | ||||
Basic | (0.41) | (0.01) | (0.38) | (0.08) |
Diluted | $ (0.41) | $ (0.01) | $ (0.38) | $ (0.08) |
Weighted Average Common Shares Outstanding [Abstract] | ||||
Basic | 37,932,345 | 35,787,986 | 37,351,244 | 35,660,635 |
Diluted | 37,932,345 | 35,787,986 | 37,351,244 | 35,660,635 |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustment | $ (22) | $ 65 | $ (39) | $ 32 |
Comprehensive loss | $ (15,602) | $ (385) | $ (14,046) | $ (2,888) |
Organization |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
Organization | |
Organization | Note 1. Organization On September 29, 2021 (the “Closing” or the “Closing Date”), Galileo Acquisition Corp., a Cayman Islands exempted company (“Galileo” and after the Domestication (as defined below) “Shapeways”), a publicly-traded special purpose acquisition company, consummated the transactions described in the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated April 28, 2021, by and among Galileo Founders Holdings, L.P. (the “Sponsor”), Galileo Acquisition Corp., Galileo Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Galileo (“Merger Sub”), and Shapeways, Inc., a Delaware corporation (“Legacy Shapeways”), Further, on the Closing Date, as contemplated by the Merger Agreement, Galileo filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Galileo was domesticated and continued as a Delaware corporation (the “Domestication” and, together with the Merger, the “Business Combination”), changing its name to “Shapeways Holdings, Inc.” (the “Company” and/or “Shapeways”). Shapeways is a leader in the large and fast-growing digital manufacturing industry combining high quality, flexible on-demand manufacturing powered by purpose-built proprietary software which enables customers to rapidly transform digital designs into physical products, globally. Shapeways makes industrial-grade additive manufacturing accessible by fully digitizing the end-to-end manufacturing process , and by providing a broad range of solutions utilizing 11 additive manufacturing technologies and more than 90 materials and finishes, with the ability to easily scale new innovation. Shapeways has delivered over 21 million parts to 1 million customers in over 160 countries. |
Summary of Significant Accounting Policies |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and in accordance with the instruction to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The condensed consolidated financial statements include the accounts of its wholly owned subsidiaries, Legacy Shapeways and Shapeways BV. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. These unaudited condensed consolidated interim financial statements should be read along with the final proxy statement/prospectus as filed with the SEC on September 7, 2021. The Business Combination has been accounted for as a reverse recapitalization, in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Galileo has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination has been treated as the equivalent of Legacy Shapeways issuing stock for the net assets of Galileo, accompanied by a recapitalization. The net assets of Galileo are stated at historical cost, with no goodwill or other intangible assets recorded. There has been no accounting effect or change in the carrying amount of the assets and liabilities as a result of the Business Combination. Legacy Shapeways has been treated as the accounting acquirer based on evaluation of the following facts and circumstances with regard to the Company as of the Closing:
The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Shapeways. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively adjusted based on shares reflecting the conversion ratio (as defined below) established in the Merger. Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The Company has considered information available to it as of the date of issuance of these unaudited condensed consolidated financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgements, or an adjustment to the carrying value of its assets or liabilities. The accounting estimates and other matters assessed include, but were not limited to, goodwill and other long-lived assets, warrant liabilities and revenue recognition. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates. Functional Currency The local currency is the functional currency for Shapeways BV’s (a wholly -owned subsidiary of the Company) operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive loss within stockholders’ equity (deficit). Gains and losses from foreign currency transactions are included in net loss for the period. Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand and demand deposits. The Company maintains its deposits at high quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits , the Company believes that no material credit or market risk exposure exists due to the high quality of the institutions. The Company has not experienced any losses on such accounts. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for our facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the condensed consolidated balance sheets. The reconciliation of cash, cash equivalents and restricted cash reported within the applicable consolidated balance sheet that sum to the total of the same such amount shown in the condensed consolidated statements of cash flows is as follows:
Accounts Receivable Accounts receivables are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. Given the nature and historical collectability of the Company’s accounts receivable, an allowance for doubtful accounts was not deemed necessary at September 30, 2021 and December 31, 2020. Inventory Inventory consists of raw materials, work in progress and finished goods at the Company’s distribution center. Raw materials are stated at the lower of cost or net realizable value, determined by the first-in-first-out Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. No impairment charges were recorded for the periods ended September 30, 2021 and December 31, 2020. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows:
Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, and trademarks, are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from three to eight years. The Company periodically reviews the estimated useful lives of intangible assets and adjusts when events indicate that a shorter life is appropriate. In accordance with authoritative accounting guidance, capitalization of costs to develop software begin when preliminary development efforts are successfully and completed. Costs related to the design or maintenance of internal-use software are expensed as incurred. Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant underperformance of a product in relation to expectations, significant changes, or planned changes in the Company’s use of the assets, significant negative industry or economic trends, and new or competing products that enter the marketplace. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset with the related impairment charge recognized within the statements of operations and comprehensive loss. No impairment charges were recorded for the periods ended September 30, 2021 and December 31, 2020. Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Under ASC 350, Intangibles - Goodwill and Other the fair value of a reporting unit is less than its carrying amount, then the goodwill impairment test is performed. Impairment tests are performed, at a minimum, in the fourth quarter of each year. Management uses the future discounted cash flows valuation approach to determine the fair value of reporting units and determines whether the fair value of reporting units exceeded its carrying amounts. If the fair value exceeds the carrying amount, then no impairment is recognized. If the carrying amount recorded exceeds the fair value calculated, then an impairment charge is recognized for the difference. The impairment review requires management to make judgments in determining various assumptions with respect to revenues, operating margins, growth rates and discount rates. The judgments made in determining the projected cash flows used to estimate the fair value can materially impact the Company’s financial condition and results of operations. There was no impairment of goodwill as of September 30, 2021 or December 31, 2020 . Fair Value Measurements The Company applies ASC 820, Fair Value Measurement The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Level 2 - Level 3 - Revenue Recognition Revenue is derived from two primary sources: a) products and services and b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires us to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 4). Leases The Company’s lease arrangements relate primarily to office and manufacturing space, and equipment. The Company’s leases generally have initial terms ranging from 5 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use arrangements. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company’s short-term leases are not material and do not have a material impact on its ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The Company recognizes lease expense on a straight-line basis over the lease term The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. Stock-based Compensation The Company recognizes stock-based compensation expense for all options and other arrangements within the scope of ASC 718, Stock Compensation Public and Private Common Stock Warrant Liabilities As part of Galileo’s initial public offering, Galileo issued to third party investors 13,800,000 units, consisting of one ordinary share of Galileo and one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of C ommon S tock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of Galileo’s initial public offering, Galileo completed the private sale of 4,110,000 warrants to Galileo’s sponsor and EarlyBirdCapital, Inc. at a purchase price of $1.00 per warrant (the “Private Warrants”). In connection with the Business Combination, Galileo’s sponsor exercised its right to convert the aggregate outstanding principal amount of the convertible promissory note issued by Galileo into an aggregate of 500,000 Sponsor Warrants, with terms equivalents to the Private Warrants. The Private Warrants are identical to the Public Warrants, except that the Private Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40”), and concluded that the Private Warrants do not meet the criteria to be classified in stockholders’ equity. Since the Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statement of operations at each reporting date. Research and Development Costs Research and development expenses consist primarily of allocated personnel costs, fees paid to consultants and outside service providers, and allocations for rent and overhead. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received. For the three months ended September 30, 2021 and 2020, research and development costs were $1,673 and $1,516, respectively. For the nine months ended September 30, 2021 and 2020, research and development costs were $4,099 and $4,289, respectively. Advertising Advertising costs are expensed as incurred. For the three months ended September 30, 2021 and 2020, advertising costs were $568 and $123, respectively. For the nine months ended September 30, 2021 and 2020, advertising costs were $1,008 and $353, respectively, which are included in selling, general and administrative expense on the condensed consolidated statements of operations and comprehensive loss. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that i t has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period.In applying the estimated annual effective tax rate approach prescribed under ASC 740, Income Taxes, (1.78)% for the nine months ended September 30, 2021 differs from the applicable statutory tax rate primarily due to the fact that income recognized for the forgiveness of loans granted under the PPP loan program and changes in the fair value of warrant liabilities are not taxable under current U.S. tax law. Income (Loss) per Share In accordance with the provisions of ASC 260, Earnings Per Share if-converted method. During a loss period, the effect of the potential exercise of stock options and convertible debt are not considered in the diluted loss per common share calculation since the effect would be anti-dilutive. The following outstanding shares of Common Stock equivalents were excluded from the computation of the diluted net loss per share attributable to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive:
Included in income (loss) per common share are 4,833,059 and 3,673,963 shares of options due to their nominal exercise prices as of September 30, 2021 and 2020, respectively. Segment Information The Company has determined that it operates and reports in one segment, which focuses on providing additive manufacturing services to customers. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In January 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, 2017-04 effective January 1, 2021. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes No. 2019-12 is to continue the FASB’s Simplification Initiative to reduce complexity in accounting standards. The amendments in Update No. 2019-12 simplify the accounting for income taxes by removing certain exceptions related to the incremental approach for intraperiod tax allocation, the requirement to recognize or derecognize deferred tax liabilities related to equity method investments that are also foreign subsidiaries, and the methodology for calculating income taxes in an interim period. In addition to removing these exceptions, Update No. 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In August 2020, the FASB issued 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 Equity470-20, Debt—Debt with Conversion and Other Options, for convertible instruments and also increases information transparency by making disclosure amendments. The standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contractinternal-use software (and hosting arrangements that include an internal-use software license). The standard is effective for annual reporting periods beginning after December 15, 2020 and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2018-15 effective January 1, 2021. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326), which requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities. Update No. 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact the standard will have on its condensed consolidated financial statements. |
Reverse Recapitalization |
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Reverse Recapitalization | Note 3. Reverse Recapitalization As discussed in Note 1, on September 29, 2021, Galileo closed the Business Combination with Shapeways, Inc., as a result of which Legacy Shapeways became a wholly-owned subsidiary of Galileo. While Galileo was the legal acquirer of Legacy Shapeways in the business combination, for accounting purposes, the Business Combination is treated as a Reverse Recapitalization, whereby Legacy Shapeways is deemed to be the accounting acquirer, and the historical financial statements of Legacy Shapeways became the historical financial statements of Galileo upon the closing of the Business Combination. Under this method of accounting, Galileo was treated as the “acquired” company and Legacy Shapeways is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Shapeways issuing stock for the net assets of Galileo, accompanied by a recapitalization. The net assets of Galileo were stated at historical cost, with no goodwill or other intangible assets recorded. At the closing of the Business Combination, (1) all outstanding shares of Legacy Shapeways’ preferred stock (including shares of Legacy Shapeways’ preferred stock issuable upon conversion of Legacy Shapeways’ convertible notes outstanding as of the Closing) and Shapeways’ common stock were converted into an aggregate of 35,104,836 shares of Common Stock of the Company, par value $0.0001 per share, representing aggregate consideration value equal to $406,000 (the “Merger Consideration”), 3,510,405 shares of which are subject to the Earnout Terms (as defined below, and such shares, the “Earnout Shares”), (2) options to purchase Legacy Shapeways’ common stock (whether vested or unvested, exercisable or unexercisable) issued pursuant to the Legacy Shapeways 2010 Stock Plan, as amended (the “2010 Stock Plan”), and outstanding immediately prior to the Closing were assumed and converted into (a) options to purchase an aggregate of shares of Common Stock under the 2021 Equity Incentive Plan (the “Incentive Plan”) and (b) in the case of in-the-money options held by individuals who were service providers as of the Closing Date, an aggregate of 493,489 restricted stock units denominated in a number of shares of Common Stock (“Earnout RSUs”) granted under the Incentive Plan, which Earnout RSUs are subject to the earnout vesting and forfeiture conditions described in the Merger Agreement, (3) all warrants to purchase Legacy Shapeways’ common stock and Shapeways’ preferred stock outstanding immediately prior to the Closing were exercised in full and converted into shares of Legacy Shapeways preferred stock or Legacy Shapeways common stock, as applicable, in accordance with their terms, and each such share of Legacy Shapeways preferred stock and Legacy Shapeways common stock issued upon the exercise of such warrants was converted into an aggregate of 301,750 shares of Common Stock (for the avoidance of doubt, such shares of Common Stock are included in the aggregate shares of Common Stock described in clause (1) above) and (4) any Legacy Shapeways non-plan options outstanding immediately prior to Closing were cancelled without payment in accordance with the terms described in the Merger Agreement. At the Closing, there were 3,510,405 shares of Common Stock issued as part of the Merger Consideration (the “Stockholder Merger Consideration” and/or “Earnout Shares”) subject to vesting and forfeiture conditions (the “Earnout Terms”) based upon the volume-weighted average trading price of Common Stock reaching targets of $14.00 and $16.00, respectively (with 50% released at each target) for a period of 30 consecutive trading days during the three-year period after the Closing, with the portion of such shares that would otherwise be deliverable to Shapeways Stockholders at the Closing being withheld and deposited into escrow. A pro rata portion of the Stockholder Merger Consideration earnout has also been allocated to Legacy Shapeways options and warrants that, as of the Closing, have been exchanged for options and warrants (as applicable) exercisable for shares of Common Stock (as described below). Legacy Shapeways options issued pursuant to Legacy Shapeways’ 2010 Stock Plan that were not exercised prior to the Closing have been assumed by the Company and converted, subject to certain adjustments that are described in the Merger Agreement, into options exercisable for shares of Common Stock and, in the case of in-the-money Simultaneously with the execution of the Business Combination, Galileo entered into subscription agreements (collectively, the “Subscription Agreements”) pursuant to which certain investors agreed to purchase an aggregate of 7,500,000 shares of Common Stock for a purchase price of $10.00 per share and $75,000,000 in the aggregate (the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment. The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2021:
The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statement of changes in stockholders’ equity (deficit) for the three and nine months ended September 30, 2021:
The following table details the number of shares of Common Stock issued immediately following the consummation of the Business Combination:
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Revenue Recognition |
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Revenue Recognition | Note 4. Revenue Recognition Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the product or service to the customer which could occur over time or at a point in time. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Taxes assessed by a governmental au thority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Direct sales The Company provides customers with an additive manufacturing service, allowing for the customer to select the specifications of the model which they wish to have printed. Shapeways prints the 3D model and ships the product directly to the customer. The Company recognizes the sale of shop owner products through their e-commerce website over time using the output method. Contracts involving the sale of shop owner products through their e-commerce website do not include other performance obligations. As such, allocation of the transaction price was not necessary as the entire contract price is attributed to the sole performance obligation identified. Marketplace sales The Company provides a platform for shop owners to sell their products to customers through Shapeways’ marketplace website. Shapeways receives a 3.5% markup fee from the shop owner upon the sale of any products through the marketplace. The Company handles the financial transaction, manufacturing, distribution and customer service on behalf of the shop owners. The Company is responsible for billing the customer in this arrangement and transmitting the applicable fees to the shop owner. The Company assessed whether it is responsible for providing the actual product or service as a principal, or for arranging for the product or service to be provided by the third party as an agent. Judgment is applied to determine whether the Company is the principal or the agent by evaluating whether it has control of the product or service prior to it being transferred to the customer. The principal versus agent assessment is performed at the performance obligation level. Indicators that the Company has considered include whether it has the primary responsibility for fulfilling the promise to provide the specified product or service to the customer and whether it has inventory risk prior to transferring the product or service to the customer. The Company has the responsibility to fulfill the promise to provide the specific good or service on behalf of the shop owners to the customer. In addition, the Company has inventory risk before the specific good or service is transferred to a customer. As such, the Company is deemed the principal and shall recognize revenue on a gross basis for the price it charges to the shop owner for each product or service. The Company recognizes the sale of 3D products to customers at a point in time, specifically upon shipping the goods to the customer (FOB Origin) given the transfer of significant risks and rewards of ownership at that point in time. Contracts involving the manufacturing and delivery of 3D printed products to customers do not include other performance obligations. As such, allocation of the transaction price was not necessary as the entire contract price is attributed to the sole performance obligation identified. Software revenue In 2020, Shapeways launched their software under the brand of “Powered by Shapeways” to a limited set of design customers to gain feedback on product market fit. The software enables other manufacturers to leverage Shapeways’ existing end-to-end manufacturing software to scale their businesses and shift to digital manufacturing. For each of the performance obligations classified as software revenue, the performance obligations are satisfied evenly over the term of the contract. For contracts including performance obligations classified as software revenue, the Company identified that each performance obligation has an explicitly stated standalone selling price. As such, allocation is not necessary as the prices included in the contract are attributed to each separate performance obligation. The following table presents our revenues disaggregated by revenue discipline:
Deferred Revenue The Company records deferred revenue when cash payments are received in advance of performance. Deferred revenue activity consisted of the following for the nine months ended September 30, 2021:
The Company expects to satisfy its remaining performance obligations within the next twelve months. The $753 of deferred revenue as of January 1, 2021 was recognized during the nine months ended September 30, 2021. The opening balance of accounts receivable as of January 1, 2020 was $151. Practical Expedients and Exemptions We apply the practical expedient related to incremental costs of obtaining a contract. Although certain of our commission costs qualify for capitalization under ASC
340-40, Contracts with customers, their amortization period is less than one year. Therefore, utilizing the , we expense these costs as incurred. |
Inventory |
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Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory | Note 5. Inventory Components of inventory consisted of the following:
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Prepaid Expenses and Other Current Assets |
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Prepaid Expense and Other Assets, Current [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expenses and Other Current Assets | Note 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following:
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Property and Equipment, net |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, net | Note 7. Property and Equipment, net Property and equipment consisted of the following:
For the three months ended September 30, 2021 and 2020, depreciation expense totaled $146 and $115, respectively. For the nine months ended September 30, 2021 and 2020, depreciation expense totaled $424 and $362, respectively. Of these amounts, depreciation charged to cost of revenue was $113 and $78 for the three months ended September 30, 2021 and 2020, respectively, and $324 and $249 for the nine months ended September 30, 2021 and 2020, respectively. |
Accrued Expenses and Other Liabilities |
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Accrued Expenses And Other Liabilities Current [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Liabilities | Note 8. Accrued Expenses and Other Liabilities Accrued expenses consisted of the following:
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Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Note 9. Commitments and Contingencies Leases During the three nine months ended September 30, 2021, the Company maintained three leases of facilities located in the United States and the Netherlands, as well as, one lease of office equipment, under operating leases. The Company maintained one additional lease of equipment under a finance lease arrangement which expired during the nine months ended September 30, 2020. Additionally, the Company terminated one lease of office space during the nine months ended September 30, 2021. a nd The table below presents certain information related to the Company’s lease costs:
Right of use assets and lease liabilities for operating leases were recorded in the condensed consolidated balance sheets as follows:
The Company’s lease agreements do not state an implicit borrowing rate; therefore, an internal incremental borrowing rate was determined based on information available at the lease commencement date for the purposes of determining the present value of lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each market. The weighted-average remaining lease term for operating leases was 2.05 years and the weighted-average incremental borrowing rate was 5.34% as of September 30, 2021. Supplemental cash flow information related to the Company’s leases was as follows:
As of September 30, 2021, future minimum lease payments required under operating leases are as follows:
Desktop Metal On March 26, 2021, the Company entered into a non-binding Memorandum of Understanding (“MOU”) with Desktop Metal, pursuant to which Desktop Metal agreed to invest $20.0 million in the PIPE Investment. Upon consummation of this investment, the Company became obligated to purchase $20.0 million of equipment, materials and services from Desktop Metal. In conjunction with these obligations, the Company and Desktop Metal agreed to develop a strategic partnership. In November 2021, the Company paid $3.5 million to Desktop Metal for equipment received, and has a commitment to place purchase orders for another $16.5 million of equipment and materials under the MOU by or before December 3 1, 2021. Legal Proceedings The Company is involved in various legal proceedings which arise from time to time in the normal course of business. While the results of such matters generally cannot be predicted with certainty, management does not expect any such matters to have a material adverse effect on the Company’s condensed consolidated financial position or results of operations as of September 30, 2021 and December 31, 2020, and for the three and nine months ended September 30, 2021 and 2020. |
Borrowing Arrangements |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowing Arrangements | Note 10. Borrowing Arrangements The Company’s outstanding debt obligations consisted of the following:
Dutch Landlord Loan On May 12 , 2014, the Company entered into a loan agreement with its landlord at the Eindhoven factory (the “Dutch Landlord Loan”) to advance €242 (equivalent to $280 and $297 in total at September 30, 2021 and December 31, 2020, respectively) to finance leasehold improvements . The Dutch Landlord Loan is unsecured and required interest-only payments until September 30, 2016, followed by monthly payments of principal and interest. Interest accrues at 8.50% per annum through the maturity date on September 30, 2024. For the three months ended September 30, 2021 and 2020, interest expense totaled $5, respectively. For the nine months ended September 30, 2021 and 2020, interest expense totaled $14, respectively. Term Loan On October 29, 2018, the Company entered into a loan and security agreement (the “Term Loan”) for the principal sum of $5,000 with a maturity date of October 29, 2022. The Term Loan requires interest-only payments until October 29, 2019, followed by monthly payments of principal and interest. Interest is payable at a rate equal to the prime rate, plus 0.25% per annum. At the Closing of the Business Combination, the Company repaid and terminated the Term Loan in full. As of December 31, 2020, the interest rate was 3.50%. In connection with the Term Loan, the bank is due a $75 fee in the event of a liquidity event valuing the Company above a certain threshold. For the three months ended September 30, 2021 and 2020, interest expense totaled $12 and $36, respectively. For the nine months ended September 30, 2021 and 2020, interest expense totaled $66 and $129, respectively. Convertible Promissory Notes On June 19, 2019, the Company entered into note purchase agreements (the “Convertible Promissory Notes”) with certain stockholders of the Company for the aggregate principal sum of $5,000. The Convertible Promissory Notes bear interest at a rate of 8% per annum with all principal and interest due on or before the earlier of (i) December 19, 2020; and (ii) the closing of a Qualified Equity Financing, as defined below. The Convertible Promissory Notes are automatically converted into conversion shares upon the closing of a Qualified Equity Financing. Qualified Equity Financing is defined as the next sale by the Company of preferred stock following the date of the Convertible Promissory Notes on or prior to the maturity date with the principal purpose of raising capital. In the event there is a non-Qualified Equity Financing, the outstanding principal and unpaid accrued interest of each note may be converted, at the written election of the holders of the Convertible Promissory Notes, into conversion shares. Non-Qualified Equity Financing shall mean the next sale by the Company of its equity following the date of the Convertible Promissory Notes on or prior to the maturity date with the principal purpose of raising capital which is not a Qualified Equity Financing. If the next equity financing or a corporate transaction has not occurred on or before the maturity date of the Convertible Promissory Notes, the principal and unpaid accrued interest of each outstanding note may be converted, at the written election of each holder of the Convertible Promissory Notes, into conversion shares on the date of such written election. The number of conversion shares to be issued upon conversion shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due on a Convertible Promissory Note to be converted on the date of the conversion by (ii) the Conversion Price. The conversion price is defined as the Discounted Conversion Price, which is 70% of the next equity price per share. The Convertible Promissory Notes are subordinated in right of payment to all indebtedness of the Company arising under the Term Loan. At inception, the terms of the notes gave rise to a contingent beneficial conversion feature. On December 14, 2020, the Company executed an amendment to the Convertible Promissory Notes that extended the maturity date to August 10, 2021. All other relevant terms and conditions of the Convertible Promissory Notes remain binding. Immediately prior to the completion of the Business Combination, the Convertible Promissory Notes in the aggregate principal amount of $5,000 were converted into shares of common stock of Legacy Shapeways (1,189,558 shares of Common Stock post Business Combination), and the related unpaid and accrued interest totaling $ 913 were 261,884 shares of common stock of Legacy Shapeways (217,183 shares of Common Stock post Business Combination). For the three months ended September 30, 2021 and 2020, interest expense totaled $109 and $100, respectively. For the nine months ended September 30, 2021 and 2020, interest expense totaled $309 and $300, respectively. Paycheck Protection Program Loan On May 4, 2020, the Company received an unsecured loan of $1,982 under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program (or “PPP”) was established under the recently enacted CARES Act and is administered by the U.S. Small Business Administration (“SBA”). On May 4, 2020, the Company entered into a promissory note with Pacific Western Bank evidencing the unsecured PPP Loan. The PPP Loan has a maturity date of May 4, 2022 and accrues interest at an annual rate of 1.00%. To the extent the loan amount is not forgiven under the PPP, the Company is obligated to make monthly payments of principal and interest, beginning six months from the date of the note, until the maturity date. In October 2020, the PPP Flexibility Act of 2020 extended the deferral period for borrower payments on all PPP loans from six months to ten months. Interest expense totaled $18 for the nine months ended September 30, 2021. There was no interest expense incurred for the nine months ended September 30, 2020. The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company may apply for and be granted forgiveness for all or part of the PPP Loan. The amount of the loan proceeds eligible for forgiveness is based on a formula that takes into account a number of factors, including the amount of loan proceeds used by the Company during the eight-week period after the loan origination for certain purposes including payroll costs, and certain rent payments, mortgage payments, and utility payments, provided that at least 75% of the loan amount is used for eligible payroll costs. Subject to the other requirements and limitations on loan forgiveness, only loan proceeds spent on payroll and other eligible costs during the covered eight-week period will qualify for forgiveness. As of September 30, 2021, the full principal and interest amount of $2,000 of the PPP Loan was forgiven and recorded in other income on the condensed consolidated statement of operations and comprehensive loss. Although the PPP Loan has been forgiven as of September 30, 2021, the Company intends to repay the PPP Loan in its entirety during the fourth quarter of 2021 and will reverse the previously recognized gain on debt forgiveness when repaid. |
Stockholders' Equity (Deficit) |
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Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | Note 11. Stockholders’ Equity (Deficit) The condensed consolidated statements of changes in stockholders’ equity (deficit) reflects the Business Combination as defined in Note 1 as of September 29, 2021. As Legacy Shapeways was deemed the accounting acquirer in the Business Combination with Galileo, all periods prior to the consummation date reflect the balances and activity of Legacy Shapeways. The balances as of January 1, 2021 and 2020 from the consolidated financial statements of Legacy Shapeways as of that date, share activity (convertible preferred stock, common stock, additional paid in capital, accumulated deficit, and accumulated other comprehensive loss) and per share amounts were retroactively adjusted, where applicable, using the recapitalization conversion ratio of 0.8293 (the “Conversion Ratio”). Common Stock Upon closing of the Business Combination, pursuant to the terms of the Certificate of Incorporation, the Company authorized 120,000,000 shares of C ommon S tock with a par value $0.0001. The holders of C ommon S tock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval and are entitled to receive dividends, as and if declared by the Board out of legally available funds. The Company has issued and outstanding 48,296,484 shares of C ommon S tock as of September 30, 2021. Legacy Shapeways Common Stock Warrants On December 18, 2013, in connection with executing a loan agreement, the Company issued warrants to purchase 40,000 shares of Legacy Shapeways common stock. The warrants had an exercise price of $1.25 per share and had an expiration date of December 18, 2023. On February 3, 2014, in connection with executing a lease agreement, the Company issued warrants to purchase 248,000 shares of Legacy Shapeways common stock. The warrants had an exercise price of $1.25 per share and expired upon the latest to occur i) seven years from the original issuance date or ii) five years from the effective date of an initial public offering. On April 22, 2015, in connection to an amended loan agreement, the Company issued warrants to purchase 13,750 shares of Legacy Shapeways common stock. The warrants had an exercise price of $1.70 per share and had an expiration date of April 22, 2025. Immediately prior to the completion of the Business Combination, all outstanding Legacy Shapeways common stock warrants were exercised into an aggregate of 255,917 shares of Legacy Shapeways common stock ( 212,234 shares of Common Stock post Business Combination). Legacy Shapeways Convertible Preferred Stock Immediately prior to the completion of the Business Combination, all outstanding shares of the Legacy Shapeways Series A-1, Series A-2, Series B, Series B-1, Series C, Series D, and Series E preferred stock converted into an aggregate of 22,579,695 shares of common stock. Each share of Legacy Shapeways convertible preferred stock was converted into one share of Legacy Shapeways common stock. Legacy Shapeways Preferred Stock Warrants On March 8, 2013, the Company issued warrants to purchase a total of 23,125 shares of Series B-1 preferred stock of Legacy Shapeways. The warrants had an exercise price of $2.5946 per share and were exercisable for ten years from the date of grant. On May 10, 2021, the 23,125 warrants were exercised for 23,125 shares of Series B-1 preferred stock of Legacy Shapeways at an exercise price of $2.5946 per share. On June 30, 2017, in connection with executing a loan agreement, the Company issued warrants to purchase a total of 57,051 shares of Series D preferred stock of Legacy Shapeways. The warrants had an exercise price of $5.2584 per share and were exercisable for ten years from the date of grant. Immediately prior to the completion of the Business Combination, the 57,051 warrants were exercised for 107,580 shares of Legacy Shapeways common stock. Public Warrants Prior to the Merger, the Company had outstanding 13,800,000 Public Warrants. Each Public Warrant entitles the holder to purchase one share of C ommon S tock of the Company at an exercise price of $11.50 per share. The Public Warrants become exercisable 30 days after the Closing Date, and expire five years after the Closing Date or earlier upon redemption or liquidation. The Company may redeem the Public Warrants as follows: in whole and not in part; at a price of $0.01 per warrant; at any time while the Public Warrants are exercisable, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. Certain of these conditions have not been met to redeem the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. As of September 30, 2021, there we re 13,800,000 Public Warrants outstanding. |
Stock-Based Compensation |
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Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | Note 12. Stock-Based Compensation 2010 Stock Plan Prior to the Business Combination, Legacy Shapeways maintained its 2010 Stock Plan (the “2010 Plan”), under which Legacy Shapeways granted statutory and non-statutory stock to employees, outside directors and consultants. The maximum number of shares of common stock that was issuable under the 2010 Plan was 16,942,546 shares. In connection with the Business Combination, each Legacy Shapeways stock option that was outstanding immediately prior to Closing, whether vested or unvested, was converted into an option to acquire a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Shapeways common stock subject to such Legacy Shapeways option immediately prior to the Business Combination and (ii) 90% of the Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Shapeways option immediately prior to the consummation of the Business Combination, divided by (B) 90% of the Conversion Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Shapeways option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. In addition, as discussed in Note 3, each holder of an (10%) in-the-money of the Conversion C ommon S tock reaching certain targets (the “RSU Performance Milestones”). If the service of the holder of an Earnout RSU terminates before the RSU Performance Milestones have been satisfied, then the portion of the Earnout RSUs for which the service-based vesting conditions has been satisfied (taking into account any acceleration provisions) shall remain outstanding and eligible to vest upon achievement of the applicable RSU Performance Milestone. Any Earnout RSUs for which the service-based vested conditions has not been satisfied as of such termination of service (taking into account any acceleration provisions) shall be forfeited and cancelled without payment. If any RSU Performance Milestone fails to be satisfied by the end of the Earnout Period, then the Earnout RSUs corresponding to such RSU Performance Milestone shall be forfeited and cancelled without payment as of the end of the Earnout Period. Upon the Closing of the Business Combination, the outstanding and unexercised Legacy Shapeways options became options to purchase an aggregate of 4,901,207 shares of the Company’s Common Stock under the 2010 Plan at an average exercise price of $0.62 per share. 2021 Equity Incentive Plan Upon the closing of the Business Combination, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other share-based awards or other cash-based awards to employees, consultants, and non-employee directors. As of September 30, 2021,shares of C ommon S tock are authorized for issuance pursuant to awards under the 2021 Plan. As of September 30, 2021, shares have been awarded and 7,621,401shares remain available for issuance under the 2021 Plan. Option Awards The Company accounts for share-based payments pursuant to ASC 718, Stock Compensation The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price and expected dividends. The Company generally recognizes stock compensation expense on the grant date and over the period of vesting or period that services will be provided. The assumptions used to estimate the fair value of stock options granted during the periods presented were as follows:
The following table summarizes the Company’s stock option plan and the activity:
The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s C ommon Stock non-vested awards is expected to be recognized over the weighted average period of 1.80 years. 2021 Employee Stock Purchase Plan Upon the closing of the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to provide eligible employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Common Stock from the Company on favorable terms and to pay for such purchases through payroll deductions or other approved contributions. As of September 30, 2021, 895,721 shares of Common Stock are available for purchase under the ESPP. As of September 30, 2021, no shares have been purchased under the ESPP. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Note 13. Fair Value Measurements Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2021 and December 31, 2020. The carrying amounts of accounts receivable, inventory, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities, and deferred revenue approximated fair value as they are short term in nature. The fair value of warrants issued for settlement and services are estimated based on the Black-Scholes model. The carrying value of the Company’s debt and operating lease liabilities approximated its fair value, as the obligation bears interest at rates currently available for debt with similar maturities and collateral requirements. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Warrant Liabilities Prior to the Business Combination, the Company had outstanding 4,110,000 warrants (the “Private Warrant”) that were issued upon the consummation of the initial public offering of Galileo. Additionally, at the Closing, a lender holding a convertible note issued by the Company with an aggregate principal amount of $500 converted the note into 500,000 warrants (the “Sponsor Warrants”) exercisable for C ommon S tock at a purchase price of $1.00 per warrant. The Private Warrants and Sponsor Warrants are identical to the Public Warrants except that the Private and Sponsor Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private and Sponsor Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC 815-40-15 fixed-for-fixed The Company utilizes a Binomial Lattice model approach to value the Private Warrants and Sponsor Warrants at each reporting period with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Common Stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The significant unobservable inputs used in the Binomial Lattice Model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows:
The following table provides a summary of changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
As of September 30, 2021, 4,110,000 Private Warrants and 500,000 Sponsor Warrants remain outstanding, respectively. Fair Value on a Non-Recurring Basis The fair value of the Earnout Shares has been estimated using the trading price of our
C ommon S tock at Closing ($7.70), discounted based on the probability of the Earnout Terms being met as determined at Closing, and thus represents a Level 2 fair value measurement as defined in ASC 820. The Earnout Shares, if achieved, would be issued to Legacy Shapeways shareholders. The Earnout Shares are a fixed number of shares to be issued to such shareholders on a pro rata basis. The fair value of the Earnout Shares were recognized as a deemed dividend. Upon closing of the Merger, the estimated fair value of the Earnout Shares was $18,132 with such amount recognized as a deemed dividend. As the Company is in an accumulated deficit position as of the measurement date, the resulting deemed dividend is recorded as a reduction of additional paid-in capital with a corresponding offset recorded to additional paid-in capital. |
Significant Concentrations |
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Risks and Uncertainties [Abstract] | |
Significant Concentrations | Note 14. Significant Concentrations One customer accounted for approximately 22% and 23% of revenue for the three months ended September 30, 2021 and 2020, respectively. No other customers represented more than 10% of revenue for the three months ended September 30, 2021 and 2020. One customer accounted for approximately 23% and 22% of revenue for the nine months ended September 30, 2021 and 2020, respectively. No other customers represented more than 10% of revenue for the nine months ended September 30, 2021 and 2020. One vendor accounted for approximately 15% of purchases for the nine months ended September 30, 2021. No other vendors represented more than 10% of purchases for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020, one customer accounted for approximately 55% and 32% of accounts receivable, respectively. No other customers represented more than 10% of outstanding accounts receivable as of September 30, 2021 and December 31, 2020. As of September 30, 2021, four vendors accounted for approximately 19%, 12%, 12%, and 11% of accounts payable. As of December 31, 2020, five vendors accounted for approximately 18%, 15%, 15%, 11% and 10% of accounts payable. No other vendors represented more than 10% of outstanding accounts payable balance as of September 30, 2021 and December 31, 2020. |
Related Party Transactions |
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Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions During 2012, the Company signed a $175 promissory note (the “Related Party Note”) with an officer of the Company, bearing interest equal to the greater of (a) 0.88% per annum or (b) the
mid-term Applicable Federal Rate under Section 1274(d) of the Internal Revenue Code in effect during the time the note is outstanding. The average interest rates for the nine months ended September 30, 2021 and 2020 were 0.84% and 0.90%, respectively. On May 12, 2020, the Related Party Note was amended to extend the maturity date such that the remainder of the principal and accrued interest be due and payable on August 10, 2021. The Related Party Note was secured by the assets of the borrower. Immediately prior to the completion of the Business Combination, the Company entered into a stock repurchase agreement with the holder of the Related Party Note to which the Company repurchased 19,226 shares of C ommon S tock held by the holder in exchange for settlement of the Related Party Note. |
Subsequent Events |
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Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events The Company has evaluated all known subsequent events through November 15, 2021, which is the date these condensed consolidated financial statements were available to be issued, and has determined that no subsequent events have occurred requiring recognition or disclosure in these condensed consolidated financial statements. |
Summary of Significant Accounting Policies (Policies) |
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Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and in accordance with the instruction to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The condensed consolidated financial statements include the accounts of its wholly owned subsidiaries, Legacy Shapeways and Shapeways BV. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. These unaudited condensed consolidated interim financial statements should be read along with the final proxy statement/prospectus as filed with the SEC on September 7, 2021. The Business Combination has been accounted for as a reverse recapitalization, in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Galileo has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination has been treated as the equivalent of Legacy Shapeways issuing stock for the net assets of Galileo, accompanied by a recapitalization. The net assets of Galileo are stated at historical cost, with no goodwill or other intangible assets recorded. There has been no accounting effect or change in the carrying amount of the assets and liabilities as a result of the Business Combination. Legacy Shapeways has been treated as the accounting acquirer based on evaluation of the following facts and circumstances with regard to the Company as of the Closing:
The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Shapeways. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively adjusted based on shares reflecting the conversion ratio (as defined below) established in the Merger. |
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Use of Estimates | Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The Company has considered information available to it as of the date of issuance of these unaudited condensed consolidated financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgements, or an adjustment to the carrying value of its assets or liabilities. The accounting estimates and other matters assessed include, but were not limited to, goodwill and other long-lived assets, warrant liabilities and revenue recognition. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates. |
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Functional Currency | Functional Currency The local currency is the functional currency for Shapeways BV’s (a wholly -owned subsidiary of the Company) operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive loss within stockholders’ equity (deficit). Gains and losses from foreign currency transactions are included in net loss for the period. |
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Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand and demand deposits. The Company maintains its deposits at high quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits , the Company believes that no material credit or market risk exposure exists due to the high quality of the institutions. The Company has not experienced any losses on such accounts. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for our facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the condensed consolidated balance sheets. The reconciliation of cash, cash equivalents and restricted cash reported within the applicable consolidated balance sheet that sum to the total of the same such amount shown in the condensed consolidated statements of cash flows is as follows:
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Accounts Receivable | Accounts Receivable Accounts receivables are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. Given the nature and historical collectability of the Company’s accounts receivable, an allowance for doubtful accounts was not deemed necessary at September 30, 2021 and December 31, 2020. |
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Inventory | Inventory Inventory consists of raw materials, work in progress and finished goods at the Company’s distribution center. Raw materials are stated at the lower of cost or net realizable value, determined by the
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Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. No impairment charges were recorded for the periods ended September 30, 2021 and December 31, 2020. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows:
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Long-Lived Assets, Including Definite-Lived Intangible Assets | Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, and trademarks, are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from three to eight years. The Company periodically reviews the estimated useful lives of intangible assets and adjusts when events indicate that a shorter life is appropriate. In accordance with authoritative accounting guidance, capitalization of costs to develop software begin when preliminary development efforts are successfully and completed. Costs related to the design or maintenance of internal-use software are expensed as incurred. Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant underperformance of a product in relation to expectations, significant changes, or planned changes in the Company’s use of the assets, significant negative industry or economic trends, and new or competing products that enter the marketplace. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset with the related impairment charge recognized within the statements of operations and comprehensive loss. No impairment charges were recorded for the periods ended September 30, 2021 and December 31, 2020. |
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Goodwill | Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Under ASC 350, Intangibles - Goodwill and Other the fair value of a reporting unit is less than its carrying amount, then the goodwill impairment test is performed. Impairment tests are performed, at a minimum, in the fourth quarter of each year. Management uses the future discounted cash flows valuation approach to determine the fair value of reporting units and determines whether the fair value of reporting units exceeded its carrying amounts. If the fair value exceeds the carrying amount, then no impairment is recognized. If the carrying amount recorded exceeds the fair value calculated, then an impairment charge is recognized for the difference. The impairment review requires management to make judgments in determining various assumptions with respect to revenues, operating margins, growth rates and discount rates. The judgments made in determining the projected cash flows used to estimate the fair value can materially impact the Company’s financial condition and results of operations. There was no impairment of goodwill as of September 30, 2021 or December 31, 2020 . |
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Fair Value Measurements | Fair Value Measurements The Company applies ASC 820, Fair Value Measurement The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Level 2 - Level 3
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Revenue Recognition | Revenue Recognition Revenue is derived from two primary sources: a) products and services and b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires us to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 4). |
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Leases | Leases The Company’s lease arrangements relate primarily to office and manufacturing space, and equipment. The Company’s leases generally have initial terms ranging from 5 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use arrangements. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company’s short-term leases are not material and do not have a material impact on its ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The Company recognizes lease expense on a straight-line basis over the lease term The Company has lease agreements which contain both lease and
non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. |
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Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation expense for all options and other arrangements within the scope of ASC 718,
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Public and Private Common Stock Warrant Liabilities | Public and Private Common Stock Warrant Liabilities As part of Galileo’s initial public offering, Galileo issued to third party investors 13,800,000 units, consisting of one ordinary share of Galileo and one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of C ommon S tock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of Galileo’s initial public offering, Galileo completed the private sale of 4,110,000 warrants to Galileo’s sponsor and EarlyBirdCapital, Inc. at a purchase price of $1.00 per warrant (the “Private Warrants”). In connection with the Business Combination, Galileo’s sponsor exercised its right to convert the aggregate outstanding principal amount of the convertible promissory note issued by Galileo into an aggregate of 500,000 Sponsor Warrants, with terms equivalents to the Private Warrants. The Private Warrants are identical to the Public Warrants, except that the Private Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40”), and concluded that the Private Warrants do not meet the criteria to be classified in stockholders’ equity. Since the Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statement of operations at each reporting date. |
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Research and Development Costs | Research and Development Costs Research and development expenses consist primarily of allocated personnel costs, fees paid to consultants and outside service providers, and allocations for rent and overhead. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received. For the three months ended September 30, 2021 and 2020, research and development costs were $1,673 and $1,516, respectively. For the nine months ended September 30, 2021 and 2020, research and development costs were $4,099 and $4,289, respectively. |
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Advertising | Advertising Advertising costs are expensed as incurred. For the three months ended September 30, 2021 and 2020, advertising costs were $568 and $123, respectively. For the nine months ended September 30, 2021 and 2020, advertising costs were $1,008 and $353, respectively, which are included in selling, general and administrative expense on the condensed consolidated statements of operations and comprehensive loss. |
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Income Taxes | Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that i t has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period.In applying the estimated annual effective tax rate approach prescribed under ASC 740, Income Taxes, (1.78)% for the nine months ended September 30, 2021 differs from the applicable statutory tax rate primarily due to the fact that income recognized for the forgiveness of loans granted under the PPP loan program and changes in the fair value of warrant liabilities are not taxable under current U.S. tax law. |
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Income (Loss) per Share | Income (Loss) per Share In accordance with the provisions of ASC 260, Earnings Per Share if-converted method. During a loss period, the effect of the potential exercise of stock options and convertible debt are not considered in the diluted loss per common share calculation since the effect would be anti-dilutive. The following outstanding shares of Common Stock equivalents were excluded from the computation of the diluted net loss per share attributable to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive:
Included in income (loss) per common share are 4,833,059 and 3,673,963 shares of options due to their nominal exercise prices as of September 30, 2021 and 2020, respectively. |
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Segment Information | Segment Information The Company has determined that it operates and reports in one segment, which focuses on providing additive manufacturing services to customers. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. |
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Recent Accounting Standards | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In January 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, 2017-04 effective January 1, 2021. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes No. 2019-12 is to continue the FASB’s Simplification Initiative to reduce complexity in accounting standards. The amendments in Update No. 2019-12 simplify the accounting for income taxes by removing certain exceptions related to the incremental approach for intraperiod tax allocation, the requirement to recognize or derecognize deferred tax liabilities related to equity method investments that are also foreign subsidiaries, and the methodology for calculating income taxes in an interim period. In addition to removing these exceptions, Update No. 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In August 2020, the FASB issued 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 Equity470-20, Debt—Debt with Conversion and Other Options, for convertible instruments and also increases information transparency by making disclosure amendments. The standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contractinternal-use software (and hosting arrangements that include an internal-use software license). The standard is effective for annual reporting periods beginning after December 15, 2020 and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2018-15 effective January 1, 2021. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326), which requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities. Update No. 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact the standard will have on its condensed consolidated financial statements. |
Summary of Significant Accounting Policies (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Reconciliation Of Cash And Cash Equivalents | The reconciliation of cash, cash equivalents and restricted cash reported within the applicable consolidated balance sheet that sum to the total of the same such amount shown in the condensed consolidated statements of cash flows is as follows:
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Summary Of Useful Lives Of Property Plant And Equipment |
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Summary Of Common Stock equivalents Outstanding Were Excluded From Computation Of Diluted Net Loss Per Share | The following outstanding shares of Common Stock equivalents were excluded from the computation of the diluted net loss per share attributable to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive:
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Reverse Recapitalization (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse Recapitalization [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Common Stock Shares Issued Following The Consummation Of Merger | The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2021:
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Schedule of reconciles the elements of business combination to the unaudited consolidated statement of changes in stockholders equity | The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statement of changes in stockholders’ equity (deficit) for the three and nine months ended September 30, 2021:
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Schedule Of Common Stock Shares Issued Following The Consummation Of Business Combination | The following table details the number of shares of Common Stock issued immediately following the consummation of the Business Combination:
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Revenue Recognition (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue from Contract with Customer [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of amount disaggregated by revenue |
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Summary of deferred revenue activity |
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Inventory (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of components of inventory |
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Prepaid Expenses and Other Current Assets (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expense and Other Assets, Current [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of prepaid expenses and other current assets |
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Property and Equipment, net (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of property and equipment |
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Accrued Expenses and Other Liabilities (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses And Other Liabilities Current [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of accrued expenses and other liabilities |
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Commitments and Contingencies (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of certain information related to the lease costs |
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Summary of right of use assets and lease liabilities for operating leases |
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Summary of supplemental cash flow information related to the Company's leases |
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Summary of future minimum lease payments required under operating leases |
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Borrowing Arrangements (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of outstanding debt obligation | The Company’s outstanding debt obligations consisted of the following:
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Stock-Based Compensation (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of assumptions used to determine the fair value of the stock options | The assumptions used to estimate the fair value of stock options granted during the periods presented were as follows:
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Summary of stock option plan and the activity | The following table summarizes the Company’s stock option plan and the activity:
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Fair Value Measurements (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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Schedule of key inputs | The significant unobservable inputs used in the Binomial Lattice Model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows:
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Schedule of changes in the fair value of warrant liabilities | The following table provides a summary of changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
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Organization (Details) - Shapeways Inc [Member] Supplychainpartners in Millions, Customers in Millions |
9 Months Ended |
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Sep. 30, 2021
Countries
Additivetechnolgies
Supplychainpartners
Customers
Materialsandfinishes
| |
Subsidiary, Sale of Stock [Line Items] | |
Number of manufacturing parts delivered | Supplychainpartners | 21 |
Number of customers | Customers | 1 |
Number of countries | Countries | 160 |
Number of utilization of additive technologies | Additivetechnolgies | 11 |
Minimum [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of materials and finishes | Materialsandfinishes | 90 |
Summary of Significant Accounting Policies - Summary of reconciliation of cash and cash equivalents (Details) - USD ($) $ in Thousands |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 90,108 | $ 8,564 |
Restricted cash | 143 | 145 |
Total | $ 90,251 | $ 8,709 |
Summary of Significant Accounting Policies - Summary of useful lives of property plant and equipment (Details) |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computers and IT equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 0 years |
Summary of Significant Accounting Policies - Summary of common stock equivalents outstanding were excluded from computation of diluted net loss per share (Details) - USD ($) $ in Thousands |
Sep. 30, 2021 |
Sep. 30, 2020 |
---|---|---|
Equity [Abstract] | ||
Common stock warrants | $ 18,410,000 | $ 0 |
Earnout Shares | $ 3,510,405 | $ 0 |
Reverse Recapitalization - Schedule of common stock shares issued following the consummation of merger (Details) - Reverse Recapitalization [Member] - Business Combination Elements To Unaudited consolidated Statement Of Cash Flows [Member] $ in Thousands |
9 Months Ended |
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Sep. 30, 2021
USD ($)
| |
Schedule Of Reconciliation Of Elements Of The business Combination To The Unaudited Consolidated Of Cash Flows [Line Items] | |
Less: transaction costs and advisory fees allocated to equity | $ (16,323) |
Effect of Merger, net of redemption, transaction costs and advisory costs | 86,792 |
PIPE Investment [Member] | |
Schedule Of Reconciliation Of Elements Of The business Combination To The Unaudited Consolidated Of Cash Flows [Line Items] | |
Payments to Acquire Businesses, Gross | 75,000 |
Galileo [Member] | |
Schedule Of Reconciliation Of Elements Of The business Combination To The Unaudited Consolidated Of Cash Flows [Line Items] | |
Payments to Acquire Businesses, Gross | $ 28,115 |
Reverse Recapitalization - Schedule of common stock shares issued following the consummation of business combination (Parenthetical) (Details) |
Sep. 30, 2021
shares
|
---|---|
Reverse Recapitalization [Abstract] | |
Earnout shares | 3,510,405 |
Revenue Recognition - Marketplace sales (Details) |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | |
Percentage of markup fee upon the sale of products through the marketplace | 3.50% |
Revenue Recognition - Disaggregation of revenues (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
Sep. 30, 2021 |
Sep. 30, 2020 |
|
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 7,716 | $ 8,107 | $ 25,354 | $ 23,028 |
Direct sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,985 | 5,994 | 19,068 | 16,827 |
Marketplace sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,663 | 2,091 | 6,062 | 6,060 |
Software | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 68 | 22 | 224 | 141 |
Products transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,663 | 2,091 | 6,062 | 6,060 |
Products and services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 6,053 | $ 6,016 | $ 19,292 | $ 16,968 |
Revenue Recognition - Deferred revenues (Details) - USD ($) $ in Thousands |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2021 |
Dec. 31, 2020 |
Jan. 01, 2020 |
|
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue at beginning of period | $ 753 | ||
Deferred revenue recognized during period | (25,354) | ||
Additions to deferred revenue during period | 25,259 | ||
Deferred revenue at end of period | 658 | ||
Deferred revenue recognized | 753 | ||
Accounts receivable | $ 1,114 | $ 185 | $ 151 |
Revenue Recognition - Practical expedients and exemptions (Details) |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Practical Expedients, incremental costs of obtaining a contract | true |
Inventory (Details) - USD ($) $ in Thousands |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Inventory, Net, Items Net of Reserve Alternative [Abstract] | ||
Raw materials | $ 418 | $ 521 |
Work-in-process | 40 | 36 |
Finished goods | 115 | 170 |
Total | $ 573 | $ 727 |
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 698 | $ 646 |
Security deposits | 259 | 259 |
VAT receivable | 950 | 975 |
Other current assets | 1 | 30 |
Total | $ 1,908 | $ 1,910 |
Property and Equipment, net (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
Sep. 30, 2021 |
Sep. 30, 2020 |
Dec. 31, 2020 |
|
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 9,545 | $ 9,545 | $ 9,193 | ||
Less: Accumulated depreciation | (8,455) | (8,455) | (8,245) | ||
Property and equipment, net | 1,090 | 1,090 | 948 | ||
Depreciation expense | 146 | $ 115 | 424 | $ 362 | |
Depreciation charged to cost of revenue | 113 | $ 78 | 324 | $ 249 | |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 1,388 | 1,388 | 1,430 | ||
Computers and IT equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 5,631 | 5,631 | 5,193 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 49 | 49 | 50 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 2,477 | $ 2,477 | $ 2,520 |
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Accrued Expenses And Other Liabilities Current [Abstract] | ||
Accrued selling expenses | $ 712 | $ 947 |
Accrued compensation | 757 | 876 |
Interest payable | 612 | |
Taxes payable | 306 | 477 |
Accrued transaction costs | 450 | |
Accrued acquisition of property and equipment | 441 | |
Shapeways credits | 300 | 313 |
Other | 734 | 94 |
Total | $ 3,700 | $ 3,319 |
Commitments and Contingencies - Leases (Details) - lease |
9 Months Ended | |
---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
|
Commitments and Contingencies Disclosure [Abstract] | ||
Number of leases of facilities located in the United States and the Netherlands | 3 | |
Number of leases of office equipment, under operating leases | 1 | |
Number of additional lease of equipment under a finance lease arrangement | 1 |
Commitments and Contingencies - Company's lease costs (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
Sep. 30, 2021 |
Sep. 30, 2020 |
|
Lease, Cost [Abstract] | ||||
Operating lease expense | $ 144 | $ 482 | $ 696 | $ 1,585 |
Finance lease expense | 16 | |||
Interest expense on finance lease liabilities | 1 | |||
Short-term lease expense | 14 | |||
Total lease cost | $ 144 | $ 482 | $ 696 | $ 1,616 |
Commitments and Contingencies - Right of use assets and lease liabilities for operating leases (Details) - USD ($) $ in Thousands |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Assets: | ||
Right-of-use assets, net | $ 982 | $ 2,102 |
Total lease assets | 982 | 2,102 |
Liabilities: | ||
Operating lease liabilities, current | 631 | 1,222 |
Non-current liabilities: Operating lease liabilities, net of current portion | 499 | 1,094 |
Total lease liability | $ 1,130 | $ 2,316 |
Commitments and Contingencies - Weighted-average (Details) |
Sep. 30, 2021 |
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term for operating leases | 2 years 18 days |
Weighted-average incremental borrowing rate | 5.34% |
Commitments and Contingencies - Supplemental cash flow (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
|
Summary Of Leases Supplemental Cash Flow Information [Abstract] | ||
Operating cash flows from operating leases | $ 762 | $ 1,754 |
Operating cash flows from finance leases | 1 | |
Financing cash flows from finance leases | 18 | |
Lease liabilities arising from obtaining right-of-use assets | $ 4,025 |
Commitments and Contingencies - Future minimum lease payments (Details) - USD ($) $ in Thousands |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Rest of 2021 | $ 167 | |
2022 | 680 | |
2023 | 214 | |
2024 | 132 | |
2025 | 1 | |
Total minimum lease payments | 1,194 | |
Less effects of discounting | (64) | |
Present value of future minimum lease payments | $ 1,130 | $ 2,316 |
Commitments and Contingencies - Additional Information (Details) - Desktop Metal [Member] - USD ($) $ in Millions |
1 Months Ended | ||
---|---|---|---|
Mar. 26, 2021 |
Nov. 30, 2021 |
Dec. 31, 2021 |
|
Other Commitments [Line Items] | |||
Long-term Purchase Commitment, Amount | $ 20.0 | ||
Purchase obligation | $ 20.0 | ||
Subsequent Event [Member] | |||
Other Commitments [Line Items] | |||
Payments to Acquire desktop metal | $ 3.5 | ||
Property purchase payable | $ 16.5 |
Borrowing Arrangements - Term Loan (Details) - Term Loan [Member] - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||||
---|---|---|---|---|---|---|
Oct. 29, 2018 |
Sep. 30, 2021 |
Sep. 30, 2020 |
Sep. 30, 2021 |
Sep. 30, 2020 |
Dec. 31, 2020 |
|
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 5,000 | |||||
Interest rate | 3.50% | |||||
Fee in the event of liquidity event | $ 75 | $ 75 | ||||
Interest expense | $ 12 | $ 36 | $ 66 | $ 129 | ||
Prime Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate | 0.25% |
Borrowing Arrangements - Dutch landlord loan (Details) - Dutch Landlord Loan [Member] € in Thousands, $ in Thousands |
3 Months Ended | 9 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 30, 2021
USD ($)
|
Sep. 30, 2020
USD ($)
|
Sep. 30, 2021
USD ($)
|
Sep. 30, 2020
USD ($)
|
Dec. 31, 2020
USD ($)
|
May 12, 2014
EUR (€)
|
|
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 280 | $ 280 | $ 297 | € 242 | ||
Interest rate | 8.50% | 8.50% | 8.50% | |||
Interest expense | $ 5 | $ 5 | $ 14 | $ 14 |
Borrowing Arrangements - Outstanding debt obligations (Details) - USD ($) $ in Thousands |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | $ 127 | $ 10,568 |
Less: current portion | (39) | (8,332) |
Long-term debt | 88 | 2,236 |
Dutch Landlord Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 127 | 163 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 0 | 3,423 |
Convertible Promissory Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 0 | 5,000 |
PPP Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | $ 0 | $ 1,982 |
Borrowing Arrangements - Paycheck protection program loan (Details) - PPP Loan - USD ($) $ in Thousands |
9 Months Ended | ||
---|---|---|---|
May 04, 2020 |
Sep. 30, 2021 |
Sep. 30, 2020 |
|
Debt Instrument [Line Items] | |||
Amount of loan received | $ 1,982 | ||
Accrues interest at annual rate | 1.00% | ||
Interest expense | $ 0 | ||
Percentage of loan amount is used for eligible payroll costs used to determine the loan proceeds eligible for forgiveness | 75.00% | ||
Other Income [Member] | |||
Debt Instrument [Line Items] | |||
Principal and interest amount of loan forgiven | $ 2,000 | ||
Shapeways Inc [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 18 |
Stock-Based Compensation - Fair value of stock-based compensation (Details) - $ / shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | $ 0.17 | $ 0.37 |
Expected volatility , minimum | 57.09% | 49.15% |
Expected volatility , maximum | 57.81% | 52.41% |
Risk-free interest rate , mininum | 0.50% | 0.37% |
Risk-free interest rate , maximum | 0.57% | 1.46% |
Dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 18 days | 6 years 14 days |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months 18 days | 5 years |
Fair Value Measurements - Initial measurement (Details) - Private Placement Warrants - Level 3 |
Sep. 30, 2021
shares
yr
|
Sep. 29, 2021
shares
yr
|
---|---|---|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.0 | 1.0 |
Stock price on valuation date | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 7.70 | 8.54 |
Exercise price per share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 11.50 | 11.50 |
Expected life | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | yr | 5 | 5 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 34.8 | 43.9 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Fair value per warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.47 | 2.57 |
Fair Value Measurements - Subsequent measurement (Details) - Level 3 $ in Thousands |
9 Months Ended |
---|---|
Sep. 30, 2021
USD ($)
| |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value, Beginning period | $ 0 |
Additions pursuant to Merger | 11,865 |
Change in fair value | (5,088) |
Fair value, End period | $ 6,777 |
Related Party Transactions (Details) - Related Party Note [Member] - Officer [Member] - USD ($) $ in Thousands |
9 Months Ended | |||
---|---|---|---|---|
Sep. 29, 2021 |
Sep. 30, 2021 |
Sep. 30, 2020 |
Dec. 31, 2012 |
|
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | $ 175 | |||
Debt instrument interest rate stated percentage | 0.88% | |||
Debt weighted average interest rate | 0.84% | 0.90% | ||
Debt instrument maturity date | Aug. 10, 2021 | |||
Merger Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock repurchased during period shares | 19,226 |
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