0001657573false00016575732022-08-102022-08-10

 

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): August 10, 2022

 

 

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		NASDAQ Global Select Market

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 10, 2022, Xometry, Inc. issued a press release announcing its financial results for the quarterly period ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information set forth under this Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Xometry, Inc. issued on August 10, 2022.
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 10, 2022	By:	/s/ Randolph Altschuler
			Randolph Altschuler Chief Executive Officer

 

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Exhibit 99.1

Xometry Reports Second Quarter 2022 Results

 

 

ROCKVILLE, MD., August 10, 2022 /Globe Newswire/ -- Xometry, Inc. (NASDAQ:XMTR), the global online marketplace connecting enterprise buyers with suppliers of manufacturing services, today reported financial results for the second quarter ended June 30, 2022.

 

“In Q2 2022, Xometry delivered accelerated marketplace growth, robust expansion in marketplace gross margin and significant operating leverage quarter-over-quarter,” said Randy Altschuler, Xometry’s CEO. “We introduced important new products including the Industrial Buying Engine and Workcenter providing integrated solutions for our buyers and suppliers. Although we are still in the early innings of the secular digitization of the manufacturing industry, Xometry has become the digital marketplace connecting buyers with suppliers. With our supplier network expanding domestically and abroad, we are playing an instrumental role in helping create locally resilient supply chains irrespective of macro events.”

 

 

Second Quarter 2022 Financial Highlights

 

 

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Second Quarter 2022 Business Highlights

 

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Financial Summary

(In thousands, except per share amounts)

 

		For the Three Months Ended June 30,												For the Six Months Ended June 30,
		2022				2021				% Change				2022				2021				% Change
		(unaudited)												(unaudited)
Consolidated
Revenue		$	95,615			$	50,589				89	%		$	179,286			$	94,510				90	%
Gross profit			37,696				11,875				217	%			70,635				21,710				225	%
Net loss attributable to common stockholders			(16,553	)			(12,264	)			(35	)%			(36,565	)			(22,765	)			(61	)%
EPS—basic and diluted			(0.35	)			(1.46	)			76	%			(0.78	)			(2.79	)			72	%
Adjusted EBITDA(1)			(8,300	)			(9,073	)			9	%			(21,026	)			(17,882	)			(18	)%
Non-GAAP net loss(1)			(8,447	)			(9,538	)			11	%			(20,974	)			(18,800	)			(12	)%
Non-GAAP EPS-basic and diluted(1)			(0.18	)			(1.14	)			84	%			(0.45	)			(2.30	)			80	%
Marketplace
Revenue		$	75,598											$	140,013
Cost of revenue			53,492												100,233
Gross Profit		$	22,106											$	39,780
Supplier services
Revenue		$	20,017											$	39,273
Cost of revenue			4,427												8,418
Gross Profit		$	15,590											$	30,855

Key Operating Metrics(2):

		As of June 30,
		2022				2021				% Change
Active Buyers(3)			33,491				23,942				40	%
Percentage of Revenue from Existing Accounts(3)			95	%			95	%			—	%
Accounts with Last Twelve-Months Spend of at Least $50,000(3)			894				508				76	%

 

 

Financial Guidance and Outlook:

		Q3 2022								FY 2022
		(in millions)
		Low				High				Low				High
Revenue		$	102.0			$	104.0			$	395.0			$	400.0
Adjusted EBITDA		$	(7.0	)		$	(6.0	)		$	(33.0	)		$	(31.0	)

 

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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 and Non-GAAP net loss and Non-GAAP Earnings Per Share, which are considered non-GAAP financial measures, as described below. These non-GAAP financial measures are presented to enhance the user’s overall understanding of Xometry’s financial performance and should not be considered a substitute for, nor superior to, the financial information prepared and presented in accordance with GAAP. The non-GAAP financial measures 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 these measures 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 these non-GAAP financial measures provide 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. Additionally, non-GAAP financial measures 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

Marketplace revenue: includes the sale of parts and assemblies.

Supplier service revenue: includes the sales of advertising on Thomasnet, marketing services, supplies, financial service products and other fintech products.

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 of common stock, income from unconsolidated joint venture, impairment charges and acquisition and other adjustments not reflective of the Company's ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration and transaction costs.

Non-GAAP net loss: The Company has included non-GAAP net loss, which is our net loss adjusted for stock-based compensation expense, depreciation and amortization, amortization of discount and issuance costs on convertible notes, unrealized loss on marketable securities, charitable contributions of common stock, impairment charges and acquisition and other adjustments not reflective of the Company's ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration and transaction costs (collectively, “non-GAAP net loss”).

Non-GAAP Earnings Per Share (Non-GAAP EPS): The Company calculates Non-GAAP net income (loss) per share as Non-GAAP net income (loss) divided by weighted average number of Class A common stock outstanding.

Management believes that the exclusion of certain expenses and gains in calculating Adjusted EBITDA and Non-GAAP net loss and Non-GAAP EPS 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 marketplace. 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 (XMTR) powers the industries of today and tomorrow by connecting the people with big ideas to the manufacturers who can bring them to life. Xometry’s digital marketplace gives manufacturers the critical resources they need to grow their business while also making it easy for buyers at Fortune 1000 companies to tap into global manufacturing capacity and create locally resilient supply chains. Learn more at www.xometry.com or follow @xometry.

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Conference Call and Webcast Information

The Company will host a conference call and webcast to discuss the results at 8:30 a.m. ET (5:30 a.m. PT) on August 10, 2022. In addition to issuing a press release, the Company will post an earnings presentation to its investor website at investors.xometry.com.

Xometry, Inc. Second Quarter 2022 Earnings Presentation and Conference Call

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 2022, certain expected synergies from recent acquisitions and demand for our marketplaces 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 Annual Report on Form 10-K for the period ended December 31, 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	Matthew Hutchison Corporate Communications for Xometry 415-583-2119 matthew.hutchison@xometry.com

 

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Xometry, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

		June 30,				December 31,
		2022				2021
		(unaudited)				(audited)
Assets
Current assets:
Cash and cash equivalents		$	46,833			$	86,262
Marketable securities			309,830				30,465
Accounts receivable, less allowance for doubtful accounts of $1.5 million as of June 30, 2022 and $0.8 million as of December 31, 2021			43,991				32,427
Inventory			1,727				2,033
Prepaid expenses			7,724				6,664
Other current assets			4,118				5,580
Total current assets			414,223				163,431
Property and equipment, net			13,443				10,287
Operating lease right-of-use assets			24,029				27,489
Investment in unconsolidated joint venture			4,301				4,198
Intangible assets, net			41,147				41,736
Goodwill			259,971				254,672
Other assets			627				773
Total assets		$	757,741			$	502,586
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	14,175			$	12,718
Accrued expenses			29,157				30,905
Contract liabilities			10,725				7,863
Operating lease liabilities, current portion			5,723				5,549
Finance lease liabilities, current portion			—				2
Total current liabilities			59,780				57,037
Operating lease liabilities, net of current portion			14,053				16,920
Convertible notes			278,972				—
Income taxes payable			1,532				1,468
Other liabilities			1,789				1,678
Total liabilities			356,126				77,103
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares; zero shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively			—				—
Class A Common stock, $0.000001 par value. Authorized; 750,000,000 shares; 44,545,080 shares and 43,998,404 shares issued and outstanding as of June 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, respectively			—				—
Additional paid-in capital			610,331				597,641
Accumulated other comprehensive income			85				149
Accumulated deficit			(209,906	)			(173,341	)
Total stockholders’ equity			400,510				424,449
Noncontrolling interest			1,105				1,034
Total equity			401,615				425,483
Total liabilities and stockholders’ equity		$	757,741			$	502,586

 

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Xometry, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

		Three Months Ended June 30,								Six Months Ended June 30,
		2022				2021				2022				2021
Revenue		$	95,615			$	50,589			$	179,286			$	94,510
Cost of revenue			57,919				38,714				108,651				72,800
Gross profit			37,696				11,875				70,635				21,710
Sales and marketing			18,145				8,858				37,430				16,422
Operations and support			12,180				5,489				24,538				9,820
Product development			7,796				4,091				15,085				7,755
General and administrative			15,057				5,238				28,017				9,562
Impairment of long-lived assets			119				-				119				-
Total operating expenses			53,297				23,676				105,189				43,559
Loss from operations			(15,601	)			(11,801	)			(34,554	)			(21,849	)
Other (expenses) income
Interest expense			(1,209	)			(350	)			(1,978	)			(681	)
Interest and dividend income			474				-				570				-
Other expenses			(482	)			(113	)			(1,444	)			(235	)
Income from unconsolidated joint venture			269				-				303				-
Total other expenses			(948	)			(463	)			(2,549	)			(916	)
Loss before income taxes			(16,549	)			(12,264	)			(37,103	)			(22,765	)
Benefit for income taxes			-				-				559				-
Net loss			(16,549	)			(12,264	)			(36,544	)			(22,765	)
Net income attributable to noncontrolling interest			4				-				21				-
Net loss attributable to common stockholders		$	(16,553	)		$	(12,264	)		$	(36,565	)		$	(22,765	)
Net loss per share, basic and diluted		$	(0.35	)		$	(1.46	)		$	(0.78	)		$	(2.79	)
Weighted-average number of shares outstanding used to compute    net loss per share, basic and diluted			47,074,246				8,390,088				46,932,702				8,158,753
Comprehensive loss:
Foreign currency translation		$	14			$	(13	)		$	(14	)		$	17
Total other comprehensive (loss) income			14				(13	)			(14	)			17
Net loss			(16,549	)			(12,264	)			(36,544	)			(22,765	)
Comprehensive loss			(16,535	)			(12,277	)			(36,558	)			(22,748	)
Comprehensive income attributable to noncontrolling interest			37				-				71				-
Total comprehensive loss attributable to common stockholders		$	(16,572	)		$	(12,277	)		$	(36,629	)		$	(22,748	)

 

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Xometry, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

		Six Months Ended June 30,
		2022				2021
Cash flows from operating activities:
Net loss		$	(36,544	)		$	(22,765	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			3,807				1,487
Impairment of long-lived assets			119				-
Reduction in carrying amount of right-of-use asset			3,540				543
Stock based compensation			8,935				2,480
Non-cash interest expense			-				111
Revaluation of contingent consideration			434				-
Income from unconsolidated joint venture			(103	)			-
Donation of common stock			1,285				-
Unrealized loss on marketable securities			1,190				-
Non-cash income tax benefit			(559	)			-
Loss on sale of property and equipment			71				-
Amortization of deferred costs on convertible notes			781				-
Deferred taxes benefit			(2	)			-
Changes in other assets and liabilities:
Accounts receivable, net			(11,833	)			(6,874	)
Inventory			272				778
Prepaid expenses			(1,649	)			(5,270	)
Other assets			(3,861	)			500
Accounts payable			1,873				7,522
Accrued expenses			(2,041	)			(453	)
Contract liabilities			2,862				1,915
Lease liabilities			(2,773	)			(534	)
Net cash used in operating activities			(34,196	)			(20,560	)
Cash flows from investing activities:
Purchase of marketable securities			(280,559	)			-
Proceeds from sale of marketable securities			4				-
Purchases of property and equipment			(5,436	)			(2,748	)
Proceeds from sale of property and equipment			165				-
Net cash used in investing activities			(285,826	)			(2,748	)
Cash flows from financing activities:
Payments in connection with initial public offering			-				(524	)
Proceeds from stock options exercised			2,470				1,332
Proceeds from issuance of convertible notes			287,500				-
Costs incurred in connection with issuance of convertible notes			(9,309	)			-
Payments on finance lease obligations			(2	)			(6	)
Net cash provided by financing activities			280,659				802
Effect of foreign currency translation on cash and cash equivalents			(66	)			(17	)
Net decrease in cash and cash equivalents			(39,429	)			(22,523	)
Cash and cash equivalents at beginning of the period			86,262				59,874
Cash and cash equivalents at end of the period		$	46,833			$	37,351
Supplemental cash flow information:
Cash paid for interest		$	-			$	659
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)

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2022				2021				2022				2021
Adjusted EBITDA:
Net loss		$	(16,549	)		$	(12,264	)		$	(36,544	)		$	(22,765	)
Add (deduct):
Interest expense, interest and dividend income and other expenses			1,217				463				2,852				916
Depreciation and amortization expense(1)			2,008				753				3,807				1,487
Income tax benefit			—				—				(559	)			—
Amortization of lease intangible			333				—				666				—
Stock-based compensation(2)			5,479				1,975				8,935				2,480
Charitable contribution of common stock			1,285				—				1,285				—
Income from unconsolidated joint venture			(269	)			—				(303	)			—
Acquisition and other(3)			(1,923	)			—				(1,284	)			—
Impairment of long-lived assets			119				—				119				—
Adjusted EBITDA		$	(8,300	)		$	(9,073	)		$	(21,026	)		$	(17,882	)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2022				2021				2022				2021
Non-GAAP Net Loss:
Net loss		$	(16,549	)		$	(12,264	)		$	(36,544	)		$	(22,765	)
Add (deduct):
Depreciation and amortization expense(1)			2,008				753				3,807				1,487
Stock-based compensation(2)			5,479				1,975				8,935				2,480
Amortization of lease intangible			333				—				666				—
Amortization of deferred costs on convertible notes			469				—				781				—
Unrealized loss on marketable securities			332				—				1,190				—
Acquisition and other(3)			(1,923	)			—				(1,284	)			—
(Gain) loss on sale of property and equipment			—				(2	)			71				(2	)
Charitable contribution of common stock			1,285				—				1,285				—
Impairment of long-lived assets			119				—				119				—
Non-GAAP Net Loss		$	(8,447	)		$	(9,538	)		$	(20,974	)		$	(18,800	)
Weighted-average number of shares outstanding used to compute Non-GAAP Net Loss per share, basic and diluted			47,074,246				8,390,088				46,932,702				8,158,753
Non-GAAP EPS, basic and diluted		$	(0.18	)		$	(1.14	)		$	(0.45	)		$	(2.30	)

 

 

 

 

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Segment Results

(In thousands)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2022				2021				2022				2021
Segment Revenue:		(unaudited)								(unaudited)
U.S.		$	87,675			$	47,228			$	163,724			$	88,526
International			7,940				3,361				15,562				5,984
Total revenue		$	95,615			$	50,589			$	179,286			$	94,510
Segment Net Loss:
U.S.		$	(11,222	)		$	(9,440	)		$	(26,245	)		$	(17,602	)
International			(5,331	)			(2,824	)			(10,320	)			(5,163	)
Total net loss attributable to common stockholders		$	(16,553	)		$	(12,264	)		$	(36,565	)		$	(22,765	)

 

 

 

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Supplemental Information

(In thousands)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2022				2021				2022				2021
Summary of Stock-based Compensation Expense		(unaudited)								(unaudited)
Sales and marketing		$	1,300			$	302			$	1,936			$	355
Operations and support			1,741				590				3,164				694
Product development			1,128				416				2,022				491
General and administrative			1,310				667				1,813				940
Total stock-based compensation expense		$	5,479			$	1,975			$	8,935			$	2,480
Summary of Depreciation and Amortization Expense
Cost of revenue		$	24			$	12			$	58			$	49
Sales and marketing			776				30				1,550				61
Operations and support			16				56				27				88
Product development			805				631				1,599				1,240
General and administrative			387				24				573				49
Total depreciation and amortization expense		$	2,008			$	753			$	3,807			$	1,487

 

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