false000165757300016575732021-11-102021-11-10

 

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): November 10, 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, par value $0.000001 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. ☐

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 10, 2021, Xometry, Inc. issued a press release announcing its third 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 November 10, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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:	November 10, 2021	By:	/s/ Randolph Altschuler
			Randolph Altschuler Chief Executive Officer

 

---

 

Exhibit 99.1

Xometry, Inc. Reports Third Quarter 2021 Results

Reports 35% Growth in Year-Over-Year Revenue

ROCKVILLE, MD., November 10, 2021 /Globe Newswire/ -- Xometry, Inc. (NASDAQ:XMTR), a leading AI-enabled marketplace for on-demand manufacturing, today reported financial results for the third quarter ended September 30, 2021, including the following highlights:

 

“Xometry’s third quarter 2021 performance was outstanding as we saw accelerated demand from larger customers across many verticals on our platform”, said Randy Altschuler, Xometry’s CEO. “Active Buyer growth was robust at 61% year-over-year and Accounts with Last Twelve Month Spend of at least $50,000 increased 67% year-over-year. Excluding the sales of masks by one customer which accounted for significant revenue in the prior year, third quarter revenue accelerated significantly to 77% growth year-over-year. Additionally, we delivered significant improvement in gross margin on a year-over-year and quarter-over-quarter basis driven by AI based pricing and expanding seller network.”

 

“We remain in the early innings of the secular digitization of the manufacturing industry, one of the largest industries in the world. We continue to grow our great team to build out the leading global on-demand manufacturing marketplace including the recent acquisitions of Big Blue Saw and FactoryFour. Big Blue Saw extends our marketplace capabilities in water jet and laser cutting while FactoryFour will provide a SaaS based solution to help manufacturers in the Xometry marketplace improve lead times and make strong, data-driven decisions through real-time production tracking. We expect these acquisitions to make an impact on our product offering beginning in 2022.”

 

“Marketplace trends remain robust in Q4 and we expect revenue growth of 75-80% year-over-year excluding sales of masks by one customer in both periods. Our machine learning pricing algorithms continue to drive improving gross margins and we expect that trend to continue with sequential growth in gross margins from Q3 to Q4.”

 

1

---

 

Unaudited Financial Summary

(In thousands, except per share amounts)

 

		For the Three Months Ended September 30,												For the Nine Months Ended September 30,
		2021				2020				% Change				2021				2020				% Change
Revenue		$	56,727			$	41,953				35	%		$	151,238			$	103,425				46	%
Gross profit			14,494				10,175				42	%			36,205				23,806				52	%
Net loss			(14,711	)			(6,183	)			138	%			(37,476	)			(20,909	)			79	%
EPS—basic and diluted			(0.33	)			(1.99	)			(83	)%			(1.87	)			(3.98	)			(53	)%
Adjusted EBITDA (Non-GAAP)(1)			(10,024	)			(4,605	)			118	%			(27,905	)			(16,910	)			65	%

 

Key Operating Metrics:

		As of September 30,
		2021				2020				% Change
Active Buyers(2)			26,187				16,266				61	%
Percentage of Revenue from Existing Accounts(2)			95	%			96	%			(1	)%
Accounts with Last Twelve-Months Spend of at Least $50,000(2)			603				361				67	%

 

 

Subsequent to Third Quarter 2021

On November 1, 2021, the Company acquired certain assets and liabilities from Big Blue Saw LLC, subject to an Asset Purchase Agreement for total consideration of $2.5 million. The total consideration includes cash consideration at closing of $1.25 million, $250,000 of Class A common stock at closing and contingent consideration of $1.0 million.

On November 5, 2021, the Company acquired certain assets and liabilities from Fusiform, Inc. (dba FactoryFour), subject to an Asset Purchase Agreement for total consideration of $6.3 million. The total consideration includes cash consideration at closing of $1.9 million, $1.9 million of Class A common stock at closing and contingent consideration of $2.5 million.

 

Financial Guidance and Outlook:

		Q4 2021
		(in millions)
		Low				High
Revenue		$	60.0			$	62.0
Adjusted EBITDA		$	(12.0	)		$	(11.0	)

 

2

---

 

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. In addition, from time to time we may present adjusted information (for example, revenue growth) to exclude the impact of certain gains, losses or other changes that affect period-to-period comparability of our operating performance.

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.

 

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, charitable contributions 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.

3

---

 

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 third quarter and year to date financial results during a teleconference on 11/10/2021, 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.

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 September 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

 

4

---

 

Xometry, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

		September 30, 2021				December 31, 2020
Assets
Current assets:
Cash and cash equivalents		$	57,778			$	59,874
Marketable securities			266,739				—
Accounts receivable, less allowance for doubtful accounts of $0.7 million as of September 30, 2021 and $0.6 million as of December 31, 2020, respectively			25,157				14,574
Inventory			1,427				2,294
Prepaid expenses			4,988				913
Total current assets			356,089				77,655
Property and equipment, net			8,615				6,113
Operating lease right-of-use assets			3,101				1,922
Other assets			204				788
Intangible assets, net			1,455				1,652
Goodwill			833				833
Total assets		$	370,297			$	88,963
Liabilities, convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable		$	5,198			$	5,640
Accrued expenses			17,487				13,606
Contract liabilities			3,379				2,355
Operating lease liabilities, current portion			1,108				1,013
Finance lease liabilities, current portion			5				14
Short-term debt			—				15,753
Total current liabilities			27,177				38,381
Operating lease liabilities, net of current portion			2,197				1,118
Total liabilities			29,374				39,499
Commitments and contingencies (Note 12)
Convertible preferred stock
Convertible preferred stock, $0.000001 par value, Seed-1, Seed-2, Series A-1, Series A-2, Series B, Series C, Series D and Series E. Authorized; zero shares and 27,970,966 shares, zero shares and 27,758,941 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively			—				160,713
Stockholders’ equity (deficit)
Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares and zero shares; zero shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively			—				—
Common stock, $0.000001 par value. Authorized; zero shares and 42,000,000 shares; zero shares and 7,755,782 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively			—				—
Class A Common stock, $0.000001 par value. Authorized; 750,000,000 shares and zero shares  41,714,711 shares and zero shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively			—				—
Class B Common stock, $0.000001 par value. Authorized; 5,000,000 shares and zero shares, 2,676,154 shares and zero shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively			—				—
Additional paid-in capital			490,175				503
Accumulated other comprehensive income			186				210
Accumulated deficit			(149,438	)			(111,962	)
Total stockholders’ equity (deficit)			340,923				(111,249	)
Total liabilities, convertible preferred stock and stockholders’ equity		$	370,297			$	88,963

 

 

5

---

 

Xometry, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share amounts)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Revenue		$	56,727			$	41,953			$	151,238			$	103,425
Cost of revenue			42,233				31,778				115,033				79,619
Gross profit			14,494				10,175				36,205				23,806
Sales and marketing			9,828				5,986				26,250				15,842
Operations and support			5,775				3,671				15,594				10,138
Product development			4,376				3,003				12,131				8,879
General and administrative			8,778				3,282				18,343				8,792
Total operating expenses			28,757				15,942				72,318				43,651
Loss from operations			(14,263	)			(5,767	)			(36,113	)			(19,845	)
Other (expenses) income
Interest expense			(79	)			(309	)			(799	)			(939	)
Interest and dividend income			417				2				457				215
Other expenses			(786	)			(109	)			(1,021	)			(340	)
Total other expenses			(448	)			(416	)			(1,363	)			(1,064	)
Net loss			(14,711	)			(6,183	)			(37,476	)			(20,909	)
Deemed dividend to preferred stockholders			—				(8,801	)			—				(8,801	)
Net loss attributable to common stockholders		$	(14,711	)		$	(14,984	)		$	(37,476	)		$	(29,710	)
Net loss per share, basic and diluted		$	(0.33	)		$	(1.99	)		$	(1.87	)		$	(3.98	)
Weighted-average number of shares outstanding used to compute    net loss per share, basic and diluted			43,962,863				7,546,458				20,092,600				7,458,671
Comprehensive loss:
Foreign currency translation		$	(41	)		$	(65	)		$	(24	)		$	(92	)
Total other comprehensive loss			(41	)			(65	)			(24	)			(92	)
Net loss			(14,711	)			(6,183	)			(37,476	)			(20,909	)
Total comprehensive loss		$	(14,752	)		$	(6,248	)		$	(37,500	)		$	(21,001	)

 

 

6

---

 

Xometry, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

		Nine Months Ended September 30,
		2021				2020
Cash flows from operating activities:
Net loss		$	(37,476	)		$	(20,909	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			2,304				2,256
Reduction in carrying amount of right-of-use asset			912				770
Stock based compensation			4,747				679
Non-cash interest expense			111				238
Loss on debt extinguishment			272				-
Donation of common stock			1,157				-
Unrealized loss on marketable securities			239				-
Changes in other assets and liabilities:
Accounts receivable, net			(10,645	)			(4,381	)
Inventory			842				(618	)
Prepaid expenses			(4,080	)			88
Other assets			580				(544	)
Accounts payable			(400	)			(3,142	)
Accrued expenses			3,931				8,100
Contract liabilities			1,053				1,038
Lease liabilities			(917	)			(720	)
Net cash used in operating activities			(37,370	)			(17,145	)
Cash flows from investing activities:
Purchase of marketable securities			(266,978	)			-
Purchase of short-term investments			-				(17,711	)
Proceeds from short-term investments			-				28,571
Purchases of property and equipment			(4,625	)			(2,888	)
Net cash (used in) provided by investing activities			(271,603	)			7,972
Cash flows from financing activities:
Proceeds from issuance of Series A-2, Series B, Series C, Series D and Series E convertible preferred stock, net of issuance costs			-				52,409
Repurchase of Series A-2, Series B, Series C and Series D convertible preferred stock			-				(12,852	)
Deemed dividend to preferred stockholders			-				(8,801	)
Proceeds from initial public offering, net of underwriters' discount			325,263				-
Payments in connection with initial public offering			(3,995	)			-
Proceeds from stock options exercised			1,787				405
Proceeds from term loan			-				4,000
Repayment of term loan			(16,136	)			-
Proceeds from other borrowings			-				4,783
Repayment of other borrowings			-				(4,783	)
Payments on finance lease obligations			(9	)			(9	)
Net cash provided by financing activities			306,910				35,152
Effect of foreign currency translation on cash and cash equivalents			(33	)			(9	)
Net (decrease) increase in cash and cash equivalents			(2,096	)			25,970
Cash and cash equivalents at beginning of period			59,874				40,122
Cash and cash equivalents at end of period		$	57,778			$	66,092
Supplemental cash flow information:
Cash paid for interest		$	907			$	970
Non-cash investing activity:
Non-cash purchase of property and equipment		$	(19	)		$	-

 

7

---

 

Xometry, Inc. and Subsidiaries

Unaudited Reconciliations of Non-GAAP Financial Measures

(In thousands)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Adjusted EBITDA:
Net loss		$	(14,711	)		$	(6,183	)		$	(37,476	)		$	(20,909	)
Add (deduct):
Interest expense, interest and dividend income and other expense			448				416				1,363				1,064
Depreciation and amortization(1)			816				869				2,304				2,256
Charitable contribution of common stock			1,157				—				1,157				—
Stock-based compensation(2)			2,266				293				4,747				679
Adjusted EBITDA		$	(10,024	)		$	(4,605	)		$	(27,905	)		$	(16,910	)

 

 

 

 

 

 

8

---

 

Xometry, Inc. and Subsidiaries

Unaudited Segment Results

(In thousands)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Segment Revenue:
U.S.		$	51,739			$	41,145			$	140,266			$	101,537
Europe			4,988				808				10,972				1,888
Total revenue		$	56,727			$	41,953			$	151,238			$	103,425
Segment Net Loss:
U.S.		$	(12,550	)		$	(4,101	)		$	(30,152	)		$	(16,092	)
Europe			(2,161	)			(2,082	)			(7,324	)			(4,817	)
Total net loss		$	(14,711	)		$	(6,183	)		$	(37,476	)		$	(20,909	)

 

 

 

 

 

9

---

 

Xometry, Inc. and Subsidiaries

Unaudited Supplemental Information

(In thousands)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Summary of Stock-based Compensation Expense
Sales and marketing		$	335			$	46			$	690			$	106
Operations and support			670				75				1,364				175
Product development			488				109				979				253
General and administrative			773				63				1,714				145
Total stock-based compensation expense		$	2,266			$	293			$	4,747			$	679
Summary of Depreciation and Amortization Expense
Cost of revenue		$	21			$	60			$	70			$	178
Sales and marketing			26				161				88				508
Operations and support			31				46				118				144
Product development			672				514				1,913				1,220
General and administrative			66				88				115				206
Total depreciation and amortization expense		$	816			$	869			$	2,304			$	2,256

 

For the three and nine months ended September 30, 2021, general and administrative expense includes $1.2 million of expense related to charitable contributions.

10

---