SEC Filing | Xometry, Inc.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

View:

Download DOC

Download PDF

Download XLS

Download XBRL

10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40546

XOMETRY, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	32-0415449
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6116 Executive Blvd Suite 800 North Bethesda, MD	20852
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (240) 335-7914

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Class A common stock, par value $0.000001 per share

    XMTR

    The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2024, the registrant had 46,620,351 shares of Class A common stock, $0.000001 par value per share, and 2,676,154 shares of Class B common stock, $0.000001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	43
Signatures		44

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “can,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:


	•		our expectations regarding our revenue, expenses and other operating results;


	•		the anticipated growth of our business, including our ability to effectively manage or sustain our growth and to achieve or sustain profitability;


	•		the effects of public health crises or other macroeconomic factors and geopolitical tension, which may lead to periods of global economic uncertainty;


	•		future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements;


	•		our ability to attract new buyers and suppliers and successfully engage new and existing buyers and suppliers;


	•		the costs and success of our sales and marketing efforts, and our ability to promote our brand;


	•		our reliance on key personnel and our ability to identify, recruit and retain skilled personnel;


	•		our ability to effectively manage our growth, including any international expansion;


	•		our ability to obtain, maintain, protect and enforce our intellectual property or other proprietary rights and any costs associated therewith;


	•		our ability to effectively manage our costs and expenses, which may be impacted by inflationary pressures;


	•		our ability to compete effectively with existing competitors and new market entrants; and


	•		the growth rates of the markets in which we compete.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled Risk Factors Part II, Item 1A, and elsewhere in this Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

XOMETRY, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share data)


	June 30,			December 31,
	2024			2023

Assets
Current assets:
Cash and cash equivalents	$	22,071		$	53,424
Marketable securities		218,833			215,352
Accounts receivable, less allowance for credit losses of $2.8 million and $2.4 million as of June 30, 2024 and December 31, 2023		71,067			70,102
Inventory		2,871			2,885
Prepaid expenses		6,057			5,571
Other current assets		6,508			8,897
Total current assets		327,407			356,231
Property and equipment, net		39,650			35,637
Operating lease right-of-use assets		10,212			12,251
Investment in unconsolidated joint venture		4,144			4,114
Intangible assets, net		33,948			35,768
Goodwill		262,798			262,915
Other assets		467			471
Total assets	$	678,626		$	707,387
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	10,246		$	24,710
Accrued expenses		43,230			41,845
Contract liabilities		9,047			7,357
Income taxes payable		1,330			2,484
Operating lease liabilities, current portion		6,660			6,799
Total current liabilities		70,513			83,195
Convertible notes		282,699			281,769
Operating lease liabilities, net of current portion		7,883			10,951
Deferred income taxes		260			275
Other liabilities		287			778
Total liabilities		361,642			376,968
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares; zero shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		—			—
Class A Common stock, $0.000001 par value. Authorized; 750,000,000 shares; 46,322,810 shares and 45,489,379 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		—			—
Class B Common stock, $0.000001 par value. Authorized; 5,000,000 shares; 2,676,154 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		—			—
Additional paid-in capital		665,555			648,317
Accumulated other comprehensive income		464			855
Accumulated deficit		(350,185	)		(319,872	)
Total stockholders’ equity		315,834			329,300
Noncontrolling interest		1,150			1,119
Total equity		316,984			330,419
Total liabilities and stockholders’ equity	$	678,626		$	707,387

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

XOMETRY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share and per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023

Revenue	$	132,595		$	111,008		$	255,285		$	216,334
Cost of revenue		79,718			67,452			154,506			133,409
Gross profit		52,877			43,556			100,779			82,925
Sales and marketing		27,487			22,666			54,687			45,105
Operations and support		14,173			14,220			28,220			26,828
Product development		10,018			8,922			19,608			17,047
General and administrative		16,488			25,582			31,410			41,539
Impairment of assets		—			219			—			246
Total operating expenses		68,166			71,609			133,925			130,765
Loss from operations		(15,289	)		(28,053	)		(33,146	)		(47,840	)
Other income (expenses)
Interest expense		(1,188	)		(1,193	)		(2,377	)		(2,391	)
Interest and dividend income		2,762			2,959			5,494			5,654
Other expenses		(233	)		(576	)		(620	)		(559	)
Income from unconsolidated joint venture		234			237			331			303
Total other income		1,575			1,427			2,828			3,007
Loss before income taxes		(13,714	)		(26,626	)		(30,318	)		(44,833	)
Benefit (provision) for income taxes		10			67			10			(69	)
Net loss		(13,704	)		(26,559	)		(30,308	)		(44,902	)
Net (loss) income attributable to noncontrolling interest		(7	)		(5	)		5			(4	)
Net loss attributable to common stockholders	$	(13,697	)	$	(26,554	)	$	(30,313	)	$	(44,898	)
Net loss per share, basic and diluted, of Class A and Class B common stock	$	(0.28	)	$	(0.55	)	$	(0.62	)	$	(0.94	)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted, of Class A and Class B common stock		48,840,100			47,865,990			48,709,040			47,783,235


Net loss	$	(13,704	)	$	(26,559	)	$	(30,308	)	$	(44,902	)
Comprehensive loss:
Foreign currency translation		92			224		$	(365	)	$	359
Total other comprehensive income (loss)		92			224			(365	)		359
Comprehensive loss		(13,612	)		(26,335	)		(30,673	)		(44,543	)
Comprehensive income attributable to noncontrolling interest		2			19			31			24
Total comprehensive loss attributable to common stockholders	$	(13,614	)	$	(26,354	)	$	(30,704	)	$	(44,567	)

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

XOMETRY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

Three months ended June 30, 2024 and 2023

(In thousands, except share and per share data)



	Class A - Common Stock				Class B - Common Stock				Additional Paid-In		Accumulated Other Comprehensive		Accumulated			Total Stockholders'			Noncontrolling			Total
	Shares		Amount		Shares		Amount		Capital		Income		Deficit			Equity			Interest			Equity
Balance, March 31, 2024		46,010,987	$	—		2,676,154	$	—	$	656,554	$	381	$	(336,488	)		320,447		$	1,148			321,595
Exercise of common stock options		104,671		—		—		—		562		—		—			562			—			562
Vesting of restricted stock units		134,893		—		—		—		—		—		—			—			—			—
Exercise of warrants		52,126		—		—		—		—		—		—			—			—			—
Donated common stock		20,133		—		—		—		314		—		—			314			—			314
Stock based compensation		—		—		—		—		8,125		—		—			8,125			—			8,125
Comprehensive loss
Foreign currency translation		—		—		—		—		—		83		—			83			9			92
Net loss		—		—		—		—		—		—		(13,697	)		(13,697	)		(7	)		(13,704	)
Total comprehensive loss		—		—		—		—		—		—		—			(13,614	)		2			(13,612	)
Balance, June 30, 2024		46,322,810	$	—		2,676,154	$	—	$	665,555	$	464	$	(350,185	)	$	315,834		$	1,150		$	316,984

Balance, March 31, 2023		45,098,314	$	—		2,676,154	$	—	$	628,808	$	159	$	(267,710	)	$	361,257		$	1,095		$	362,352
Exercise of common stock options		85,998		—		—		—		661		—		—			661			—			661
Vesting of restricted stock units		59,135		—		—		—		—		—		—			—			—			—
Stock based compensation		—		—		—		—		5,798		—		—			5,798			—			5,798
Comprehensive loss
Foreign currency translation		—		—		—		—		—		200		—			200			24			224
Net loss (income)		—		—		—		—		—		—		(26,554	)		(26,554	)		(5	)		(26,559	)
Total comprehensive loss		—		—		—		—		—		—		—			(26,354	)		19			(26,335	)
Balance, June 30, 2023		45,243,447	$	—		2,676,154	$	—	$	635,267	$	359	$	(294,264	)	$	341,362		$	1,114		$	342,476

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

XOMETRY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

Six months ended June 30, 2024 and 2023

(In thousands, except share and per share data)



	Class A - Common Stock				Class B - Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders'			Noncontrolling			Total
	Shares		Amount		Shares		Amount		Capital		Income			Deficit			Equity			Interest			Equity
Balance, December 31, 2023		45,489,379	$	—		2,676,154	$	—	$	648,317	$	855		$	(319,872	)		329,300		$	1,119			330,419
Exercise of common stock options		225,152		—		—		—		1,795		—			—			1,795			—			1,795
Vesting of restricted stock units		494,804		—		—		—		—		—			—			—			—			—
Exercise of warrants		52,126		—		—		—		—		—			—			—			—			—
Shared issued in business combination		21,083		—		—		—		625		—			—			625			—			625
Donated common stock		40,266		—		—		—		657		—			—			657			—			657
Stock based compensation		—		—		—		—		14,161		—			—			14,161			—			14,161
Comprehensive loss
Foreign currency translation		—		—		—		—		—		(391	)		—			(391	)		26			(365	)
Net loss		—		—		—		—		—		—			(30,313	)		(30,313	)		5			(30,308	)
Total comprehensive loss		—		—		—		—		—		—			—			(30,704	)		31			(30,673	)
Balance, June 30, 2024		46,322,810	$	—		2,676,154	$	—	$	665,555	$	464		$	(350,185	)	$	315,834		$	1,150		$	316,984

Balance, December 31, 2022		44,822,264	$	—		2,676,154	$	—	$	623,081	$	28		$	(249,366	)	$	373,743		$	1,090		$	374,833
Exercise of common stock options		168,907		—		—		—		1,144		—			—			1,144			—			1,144
Vesting of restricted stock units		228,581		—		—		—		—		—			—			—			—			—
Shared issued in business combination		3,562		—		—		—		180		—			—			180			—			180
Donated common stock		20,133		—		—		—		370		—			—			370			—			370
Stock based compensation		—		—		—		—		10,492		—			—			10,492			—			10,492
Comprehensive loss
Foreign currency translation		—		—		—		—		—		331			—			331			28			359
Net loss (income)		—		—		—		—		—		—			(44,898	)		(44,898	)		(4	)		(44,902	)
Total comprehensive loss		—		—		—		—		—		—			—			(44,567	)		24			(44,543	)
Balance, June 30, 2023		45,243,447	$	—		2,676,154	$	—	$	635,267	$	359		$	(294,264	)	$	341,362		$	1,114		$	342,476

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

XOMETRY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Six Months Ended June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(30,308	)	$	(44,902	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		6,409			5,461
Impairment of assets		—			246
Reduction in carrying amount of right-of-use asset		2,202			12,179
Stock based compensation		14,161			10,492
Revaluation of contingent consideration		137			187
Income from unconsolidated joint venture		(42	)		(203	)
Donation of common stock		657			370
(Gain) loss on sale of property and equipment		(23	)		92
Inventory write-off		—			223
Amortization of deferred costs on convertible notes		930			930
Deferred taxes benefit		(15	)		(44	)
Changes in other assets and liabilities:
Accounts receivable, net		(1,293	)		(8,308	)
Inventory		(33	)		5
Prepaid expenses		(495	)		1,417
Other assets		2,593			(2,546	)
Accounts payable		(14,428	)		(50	)
Accrued expenses		1,519			2,743
Contract liabilities		1,719			1,470
Lease liabilities		(3,371	)		(2,369	)
Income taxes payable		(1,154	)		—
Net cash used in operating activities		(20,835	)		(22,607	)
Cash flows from investing activities:
Purchases of marketable securities		(13,481	)		(5,641	)
Proceeds from sale of marketable securities		10,000			30,000
Purchases of property and equipment		(8,750	)		(8,492	)
Distributions in excess of earnings		12			—
Proceeds from sale of property and equipment		79			223
Cash paid for business combination, net of cash acquired		—			(3,349	)
Net cash (used in) provided by investing activities		(12,140	)		12,741
Cash flows from financing activities:
Proceeds from stock options exercised		1,795			1,144
Net cash provided by financing activities		1,795