0001657573false00016575732021-08-122021-08-12

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2021

 

 

Xometry, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40546	32-0415449
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7529 Standish Place, Suite 200
Derwood, Maryland				20855
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 240 335-7914

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.000001 par value per share		XMTR		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

 

 

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Item 2.02 Results of Operations and Financial Condition.

 

On August 12, 2021, Xometry, Inc. issued a press release announcing its second quarter 2021 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Xometry, Inc. issued on August12, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			XOMETRY, INC.
Date:	August 12, 2021	By:	/s/ Randolph Altschuler
			Randolph Altschuler Chief Executive Officer

 

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Exhibit 99.1

Xometry, Inc. Reports Second Quarter 2021 Results

Reports 45% Growth in Year-Over-Year Revenue

ROCKVILLE, MD., August 12, 2021 /Globe Newswire/ -- Xometry, Inc. (NASDAQ:XMTR), a leading AI-enabled marketplace for on-demand manufacturing, today reported financial results for the second quarter ended June 30, 2021, including the following highlights:

 

“Buyers and sellers around the world are choosing the Xometry marketplace for on-demand manufacturing” said Randy Altschuler, Xometry’s CEO. “Our focus is making it easier for our buyers to source customized manufacturing and enabling our sellers to more efficiently find jobs and run their operations in this massive, highly fragmented market.” 

 

“Second quarter results were strong across all key metrics. We delivered 45% year-over-year revenue growth, 66% year-over-year active buyer growth and sequentially improved gross margin over the first quarter of 2021.  While we are proud of these results, we are even prouder of the team that got us here, of the business we have built together, and of the great experiences that we deliver to our customers.”

 

 

 

 

 

 

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Unaudited Financial Summary

(In thousands, except per share amounts)

 

		For the Three Months Ended June 30,												For the Six Months Ended June 30,
		2021				2020				% Change				2021				2020				% Change
Revenue		$	50,589			$	34,783				45	%		$	94,510			$	61,472				54	%
Gross Profit			11,875				8,265				44	%			21,710				13,631				59	%
Net Loss			(12,264	)			(6,119	)			100	%			(22,765	)			(14,726	)			55	%
EPS—basic and diluted			(1.46	)			(0.82	)			78	%			(2.79	)			(1.99	)			40	%
Adjusted EBITDA (Non-GAAP1)			(9,073	)			(4,788	)			89	%			(17,882	)			(12,303	)			45	%

 

Key Operating Metrics:

		As of June 30,
		2021				2020				% Change
Active Buyers(2)			23,942				14,460				66	%
Percentage of Revenue from Existing Accounts(2)			95	%			94	%			1	%
Accounts with Last Twelve-Months Spend of at Least $50,000(2)			508				330				54	%

 

 

Subsequent to Second Quarter 2021

On July 2, 2021, we closed our planned initial public offering ("IPO"), in which we issued and sold 7,906,250 shares of our Class A common stock. The initial offering price was $44.00 per share. We received net proceeds of approximately $325.3 million from the IPO after deducting underwriting discounts and commissions of $22.6 million.

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

Also on July 2, 2021, the Company reserved 402,658 shares of its Class A common stock, representing 1% of the Company's fully diluted capitalization as of the date of approval of our board of directors, for charitable contributions to non-profit organizations. These shares will be issued over the next five years, in an amount not to exceed 20% of the initial reserve amount per calendar year.

On July 9, 2021, we repaid our $15.9 million term loan outstanding and recorded a loss on extinguishment of approximately $0.3 million.

 

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Financial Guidance and Outlook:

		Q3 2021								FY 2021
		(in millions)
		Low				High				Low				High
Revenue		$	53.0			$	55.0			$	207.5			$	211.5
Adjusted EBITDA		$	(13.0	)		$	(12.0	)		$	(43.0	)		$	(41.0	)

 

Use of Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), Xometry, Inc. ("Xometry", the "Company", "we" or "our") uses Adjusted EBITDA, a non-GAAP financial measure, as described below. This non-GAAP financial measure is presented to enhance the user’s overall understanding of Xometry’s financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The non-GAAP financial measure presented in this release, together with the GAAP financial results, are the primary measures used by the Company’s management and board of directors to understand and evaluate the Company’s financial performance and operating trends, including period-to-period comparisons, because they exclude certain expenses and gains that management believes are not indicative of the Company’s core operating results. Management also uses this measure to prepare and update the Company’s short and long term financial and operational plans, to evaluate investment decisions, and in its discussions with investors, commercial bankers, equity research analysts and other users of the Company’s financial statements. Accordingly, the Company believes that this non-GAAP financial measure provides useful information to investors and others in understanding and evaluating the Company’s operating results in the same manner as the Company’s management and in comparing operating results across periods and to those of Xometry’s peer companies.

The use of non-GAAP financial measures has certain limitations because they do not reflect all items of income and expense, or cash flows, that affect the Company’s financial performance and operations. An additional limitation of non-GAAP financial measures is that they do not have standardized meanings, and therefore other companies, including peer companies, may use the same or similarly named measures but exclude or include different items or use different computations. Management compensates for these limitations by reconciling these non-GAAP financial measures to their most comparable GAAP financial measures in the tables captioned “Reconciliations of Non-GAAP Financial Measures” included at the end of this release. Investors and others are encouraged to review the Company’s financial information in its entirety and not rely on a single financial measure.

 

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Key Terms for our Key Metrics and Non-GAAP Financial Measures

The Company defines Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) as net income (loss) excluding interest (income) expense, income tax expense (benefit), and certain other non-cash or non-recurring items impacting net loss from time to time, principally comprised of depreciation and amortization, stock-based compensation and impairment charges. Management believes that the exclusion of certain expenses and gains in calculating Adjusted EBITDA provides a useful measure for period-to-period comparisons of the Company’s underlying core revenue and operating costs that is focused more closely on the current costs necessary to operate the Company’s businesses, and reflects its ongoing business in a manner that allows for meaningful analysis of trends. Management also believes that excluding certain non-cash charges can be useful because the amounts of such expenses is the result of long-term investment decisions made in previous periods rather than day-to-day operating decisions.

Active Buyers: The Company defines “buyers” as individuals who have placed an order to purchase on-demand parts or assemblies on our platform.  The Company defines Active Buyers as the number of buyers who have made at least one purchase on our marketplace during the last twelve months.

Percentage of Revenue from Existing Accounts: The Company defines “accounts” as an individual entity, such as a sole proprietor with a single buyer or corporate entities with multiple buyers, having purchased at least one part on our marketplace. The Company defines an existing account as an account where at least one buyer has made a purchase on our marketplace.

Accounts with Last Twelve-Month Spend of At Least $50,000: The Company defines Accounts with Last Twelve-Month Spend of At Least $50,000 as an account that has spent at least $50,000 on our marketplace in the most recent twelve-month period.

About Xometry

Xometry, Inc. (NASDAQ: XMTR) is a leading AI-enabled marketplace for on demand manufacturing, transforming one of the largest industries in the world. Xometry uses its proprietary technology to create a marketplace that enables buyers to efficiently source on-demand manufactured parts and assemblies, and empowers sellers of manufacturing services to grow their businesses. Xometry's buyers range from self-funded startups to Fortune 100 companies. Learn more at www.xometry.com or follow @xometry.

Conference Call

The Company will discuss its second quarter and year to date financial results during a teleconference on (8/12/2021), at (5:00 PM EST/2:00 PM PT). The conference call can be accessed in the U.S. at (877-313-2061) or outside the U.S. at (470-495-9537) with the conference ID# (8195399). A live audio webcast of the call will also be available simultaneously at investors.xometry.com. Following completion of the call, a recorded replay of the teleconference will be available in the investor relations section of Xometry's website. The earnings webcast presentation will be archived within the Investor Relations section of Xometry's website.

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Cautionary Information Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “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 in this press release include, but are not limited to, our beliefs regarding our financial position and operating performance, including our outlook and guidance for the third quarter and full year 2021, and demand for our marketplace in general. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties related to: competition, managing our growth, financial performance, including the impact of the COVID-19 pandemic on our business and operations and our ability to forecast our performance due to our limited operating history and the COVID-19 pandemic, investments in new products or offerings, our ability to attract buyers and sellers to our marketplace, legal proceedings and regulatory matters and developments, any future changes to our business or our financial or operating model, and our brand and reputation. The forward-looking statements contained in this press release are also subject to other risks and uncertainties that could cause actual results to differ from the results predicted, including those more fully described in our filings with the SEC, including our Quarterly Report on Form 10-Q for the period ended June 30, 2021. All forward-looking statements in this press release are based on information available to Xometry and assumptions and beliefs as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.

# # #

(Tables Follow)

 

Investor Contact:	Media Contact:
Shawn Milne VP Investor Relations 240-335-8132 shawn.milne@xometry.com	Ted Weismann fama PR for Xometry 617-396-7740 xometry@famapr.com

 

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Xometry, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

		June 30, 2021				December 31, 2020
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	37,351			$	59,874
Accounts receivable, less allowance for doubtful accounts of $0.6 million as of June 30, 2021 and December 31, 2020			21,432				14,574
Inventory			1,503				2,294
Prepaid expenses			6,183				913
Other current assets			26,462				—
Total current assets			92,931				77,655
Property and equipment, net			7,638				6,113
Operating lease right-of-use assets			2,275				1,922
Other assets			285				788
Intangible assets, net			1,521				1,652
Goodwill			833				833
Total assets		$	105,483			$	88,963
Liabilities, convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable		$	13,138			$	5,640
Accrued expenses			39,200				13,606
Contract liabilities			4,252				2,355
Operating lease liabilities, current portion			920				1,013
Finance lease liabilities, current portion			8				14
Short-term debt			15,864				15,753
Total current liabilities			73,382				38,381
Operating lease liabilities, net of current portion			1,573				1,118
Total liabilities			74,955				39,499
Commitments and contingencies (Note 13)
Convertible preferred stock
Convertible preferred stock- Seed-1, $0.000001 par value. 4,200,000 shares authorized, issued and    outstanding as of June 30, 2021 and December 31, 2020			4,200				4,200
Convertible preferred stock- Seed-2, $0.000001 par value. 2,188,322 shares authorized, issued and    outstanding as of June 30, 2021 and December 31, 2020			2,998				2,998
Convertible preferred stock- Series A-1, $0.000001 par value. 4,211,094 shares authorized, issued and    outstanding as of June 30, 2021 and December 31, 2020			8,704				8,704
Convertible preferred stock- Series A-2, $0.000001 par value. 1,591,230 shares authorized, issued and    outstanding as of June 30, 2021 and December 31, 2020			12,839				12,839
Convertible preferred stock- Series B, $0.000001 par value. 4,132,055 shares authorized    and 4,044,271 issued and outstanding as of June 30, 2021 and December 31, 2020			20,347				20,347
Convertible preferred stock- Series C, $0.000001 par value. 3,754,201 shares authorized, issued and    outstanding as of June 30, 2021 and December 31, 2020			26,004				26,004
Convertible preferred stock- Series D, $0.000001 par value. 5,494,064 authorized, issued and outstanding as of June 30, 2021 and December 31, 2020			54,864				54,864
Convertible preferred stock- Series E, $0.000001 par value. 2,400,000 shares    authorized and 2,275,759 shares issued and outstanding as of June 30, 2021 and December 31, 2020			30,757				30,757
Stockholders’ deficit
Common stock, $0.000001 par value. Authorized 42,000,000; 8,665,797 and 7,755,782    shares issued and outstanding as of June 30, 2021 and December 31, 2020			—				—
Additional paid-in capital			4,315				503
Accumulated other comprehensive income			227				210
Accumulated deficit			(134,727	)			(111,962	)
Total stockholders’ deficit			(130,185	)			(111,249	)
Total liabilities, convertible preferred stock and stockholders’ equity		$	105,483			$	88,963

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share amounts)

		Three Months Ended June 30,								Six Months Ended June 30,
		2021				2020				2021				2020
Revenue		$	50,589			$	34,783			$	94,510			$	61,472
Cost of revenue			38,714				26,518				72,800				47,841
Gross profit			11,875				8,265				21,710				13,631
Sales and marketing			8,858				5,126				16,422				9,856
Operations and support			5,489				3,173				9,820				6,466
Product development			4,091				2,919				7,755				5,877
General and administrative			5,238				2,773				9,562				5,510
Total operating expenses			23,676				13,991				43,559				27,709
Loss from operations			(11,801	)			(5,726	)			(21,849	)			(14,078	)
Other expenses
Interest expense, net			(350	)			(264	)			(681	)			(417	)
Other expenses			(113	)			(129	)			(235	)			(231	)
Total other expenses			(463	)			(393	)			(916	)			(648	)
Net loss		$	(12,264	)		$	(6,119	)		$	(22,765	)		$	(14,726	)
Net loss per share, basic and diluted		$	(1.46	)		$	(0.82	)		$	(2.79	)		$	(1.99	)
Weighted-average number of shares outstanding used to compute    net loss per share, basic and diluted			8,390,088				7,473,918				8,158,753				7,414,295
Comprehensive (loss) income:
Foreign currency translation		$	(13	)		$	22			$	17			$	(27	)
Total other comprehensive (loss) income			(13	)			22				17				(27	)
Net loss			(12,264	)			(6,119	)			(22,765	)			(14,726	)
Total comprehensive loss		$	(12,277	)		$	(6,097	)		$	(22,748	)		$	(14,753	)

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

		Six Months Ended June 30,
		2021				2020
Cash flows from operating activities:
Net loss		$	(22,765	)		$	(14,726	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			1,487				1,389
Reduction in carrying amount of right-of-use asset			543				509
Stock based compensation			2,480				386
Non-cash interest expense			111				156
Changes in other assets and liabilities:
Accounts receivable, net			(6,874	)			(768	)
Inventory			778				(772	)
Prepaid expenses			(5,270	)			(3	)
Other assets			500				13
Accounts payable			7,522				(260	)
Accrued expenses			(453	)			2,080
Contract liabilities			1,915				790
Lease liabilities			(534	)			(444	)
Net cash used in operating activities			(20,560	)			(11,650	)
Cash flows from investing activities:
Purchase of short-term investments			-				(17,711	)
Proceeds from short-term investments			-				28,571
Purchases of property and equipment			(2,748	)			(1,966	)
Net cash (used in) provided by investing activities			(2,748	)			8,894
Cash flows from financing activities:
Proceeds from stock options exercised			1,332				163
Proceeds from term loan			-				4,000
Proceeds from other borrowings			-				4,783
Payments on finance lease obligations			(6	)			(6	)
Payments in connection with initial public offering			(524	)			-
Net cash provided by financing activities			802				8,940
Effect of foreign currency translation on cash and cash equivalents			(17	)			(2	)
Net (decrease) increase in cash and cash equivalents			(22,523	)			6,182
Cash and cash equivalents at beginning of period			59,874				40,122
Cash and cash equivalents at end of period		$	37,351			$	46,304
Supplemental cash flow information:
Cash paid for interest		$	659			$	605
Non-cash investing activity:
Non-cash purchase of property and equipment		$	(150	)		$	-
Non-cash financing activity:
Non-cash amounts incurred in connection with initial public offering		$	(25,938	)		$	-

 

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Xometry, Inc. and Subsidiaries

Unaudited Reconciliations of Non-GAAP Financial Measures

(In thousands)

		Three Months Ended June 30,								Six Months Ended June 30,
		2021				2020				2021				2020
Adjusted EBITDA:
Net loss		$	(12,264	)		$	(6,119	)		$	(22,765	)		$	(14,726	)
Add (deduct):
Interest and other expense			463				393				916				648
Depreciation and amortization(1)			753				700				1,487				1,389
Stock-based compensation(2)			1,975				238				2,480				386
Adjusted EBITDA		$	(9,073	)		$	(4,788	)		$	(17,882	)		$	(12,303	)

 

 

 

 

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Segment Results

(In thousands)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2021				2020				2021				2020
Segment Revenue:
U.S.		$	47,228			$	34,135			$	88,526			$	60,393
Europe			3,361				648				5,984				1,079
Total revenue		$	50,589			$	34,783			$	94,510			$	61,472
Segment Net Loss:
U.S.		$	(9,440	)		$	(4,548	)		$	(17,602	)		$	(11,991	)
Europe			(2,824	)			(1,571	)			(5,163	)			(2,735	)
Total net loss		$	(12,264	)		$	(6,119	)		$	(22,765	)		$	(14,726	)

 

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(In thousands)

The following unaudited pro forma condensed consolidated balance sheet is provided to reflect our cash and capitalization had the IPO occurred on June 30, 2021. The following adjustments have been reflected in the pro forma balance sheet below:

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet - continued

(In thousands)

 

		Unaudited								Unaudited Pro Forma
		Condensed Consolidated								Condensed Consolidated
		Balance Sheet								Balance Sheet
		June 30,								June 30,
		2021				Adjustments				2021
Cash and cash equivalents		$	37,351			$	309,399		(1)(2)	$	346,750
Accounts receivable			21,432				-				21,432
Other current assets			34,148				(26,462	)	(3)		7,686
Total current assets			92,931				282,937				375,868
Property and equipment, net and operating lease right-of-use assets			9,913				-				9,913
Other assets			2,639				-				2,639
Total assets		$	105,483			$	282,937			$	388,420
Accounts payable		$	13,138			$	-			$	13,138
Accrued expenses			39,200				(25,938	)	(3)		13,262
Other current liabilities			5,180				-				5,180
Short-term debt			15,864				(15,864	)	(2)		-
Total current liabilities			73,382				(41,802	)			31,580
Operating lease liabilities, net of current portion			1,573				-				1,573
Total liabilities			74,955				(41,802	)			33,153
Convertible preferred stock - $0.000001 par value, 27,970,966 authorized, 27,758,941 issued and outstanding			160,713				(160,713	)	(5)		-
Common stock - $0.000001 par value, 42,000,000 authorized, 8,665,797 issued and outstanding			-				-		(4)		-
Preferred stock - $0.000001 par value, 50,000,000 authorized, none issued and outstanding, pro forma			-				-				-
Class A common stock - $0.000001 par value, 750,000,000 authorized, 41,654,834 issued and outstanding, pro forma			-				-		(4)(5)		-
Class B common stock - $0.000001 par value, 5,000,000 authorized, 2,676,154 issued and outstanding, pro forma			-				-		(6)		-
Additional paid-in capital			4,315				485,452				489,767
Accumulated other comprehensive income			227				-				227
Accumulated deficit			(134,727	)			-				(134,727	)
Total stockholders' (deficit) equity			(130,185	)			485,452				355,267
Total liabilities and stockholders' equity		$	105,483			$	282,937			$	388,420

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Supplemental Information

(In thousands)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2021				2020				2021				2020
Summary of Stock-based Compensation Expense
Sales and marketing		$	302			$	37			$	355			$	60
Operations and support			590				61				694				99
Product development			417				88				491				143
General and administrative			666				52				940				84
Total stock-based compensation expense		$	1,975			$	238			$	2,480			$	386
Summary of Depreciation and Amortization Expense
Cost of revenue		$	12			$	58			$	49			$	118
Sales and marketing			30				174				61				347
Operations and support			56				47				88				98
Product development			631				350				1,240				706
General and administrative			24				71				49				120
Total depreciation and amortization expense		$	753			$	700			$	1,487			$	1,389

 

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