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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): May 10, 2023

 

 

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.)
6116 Executive Blvd, Suite 800
North Bethesda, Maryland				20852
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (240) 252-1138

 

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 May 10, 2023, Xometry, Inc. issued a press release announcing its financial results for the quarterly period ended March 31, 2023. 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 May 10, 2023.
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:	May 10, 2023	By:	/s/ Randolph Altschuler
			Randolph Altschuler Chief Executive Officer

 

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Exhibit 99.1

Xometry Reports First Quarter 2023 Results

 

 

 

NORTH BETHESDA, MD., May 10, 2023 /Globe Newswire/-- Xometry, Inc. (NASDAQ:XMTR), the global online marketplace connecting enterprise buyers with suppliers of manufacturing services, today reported financial results for the first quarter ended March 31, 2023.

“In Q1 2023, Xometry delivered stronger-than-expected 35% marketplace growth year-over-year, improved marketplace gross margin by 170 basis points quarter-over-quarter and improved operating leverage driven by our steadfast focus on our 5-point strategic plan,” said Randy Altschuler, Xometry’s CEO. “We continue to rapidly expand our network of buyers and suppliers and enhance our products and services. We expect to continue to rapidly gain market share fueling robust marketplace revenue growth while further tightening operating expenses to achieve Adjusted EBITDA profitability in Q4 2023.”

 

First Quarter 2023 Financial Highlights

 

 

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First Quarter 2023 Business Highlights

 

Financial Summary

(In thousands, except per share amounts)

 

		For the Three Months Ended March 31,
		2023				2022				% Change
		(unaudited)
Consolidated
Revenue		$	105,326			$	83,671				26	%
Gross profit			39,369				32,939				20	%
Net loss attributable to common stockholders			(18,344	)			(20,012	)			8	%
EPS, basic and diluted			(0.38	)			(0.43	)			12	%
Adjusted EBITDA(1)			(11,767	)			(12,726	)			8	%
Non-GAAP net loss(1)			(9,766	)			(12,598	)			22	%
Non-GAAP EPS, basic and diluted(1)			(0.20	)			(0.27	)			26	%
Marketplace
Revenue		$	86,680			$	64,415				35	%
Cost of revenue			61,747				46,741				(32	)%
Gross Profit		$	24,933			$	17,674				41	%
Supplier services
Revenue		$	18,646			$	19,256				(3	)%
Cost of revenue			4,210				3,991				(5	)%
Gross Profit		$	14,436			$	15,265				(5	)%

Key Operating Metrics(2):

		As of March 31,
		2023				2022				% Change
Active Buyers(3)			44,716				30,683				46	%
Percentage of Revenue from Existing Accounts(3)			96	%			94	%
Accounts with Last Twelve-Months Spend of at Least $50,000(3)			1,109				790				40	%
Active Paying Suppliers(3)			7,621				6,872				11	%

 

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Financial Guidance and Outlook:

		Q2 2023								FY 2023
		(in millions)
		Low				High				Low				High
Revenue		$	109.0			$	111.0			$	470.0			$	480.0
Adjusted EBITDA		$	(9.5	)		$	(8.5	)		$	(26.0	)		$	(24.0	)

 

Xometry’s second quarter and full year 2023 financial outlook is based on a number of assumptions that are subject to change and many of which are outside of its control. If actual results vary from these assumptions, Xometry’s expectations may change. There can be no assurance that Xometry will achieve these results.

Reconciliation of Adjusted EBITDA on a forward-looking basis to net loss, the most directly comparable GAAP measure, is not available without unreasonable efforts due to the high variability and complexity and low visibility with respect to the charges excluded from this non-GAAP measure; in particular, the effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in Xometry’s stock price. Xometry expects the variability of the above charges to have a significant, and potentially unpredictable, impact on its future GAAP financial results.

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, 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

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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

 

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.

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.

Active Suppliers: The Company defines “suppliers” as individuals or businesses that have been approved by us to either manufacture a product on our platform for a buyer or have utilized our supplier services, including our digital marketing services, data services, financial services or supplies. The Company defines Active Suppliers as suppliers that have used our platform at least once during the last twelve months to manufacture a product or buy tools or supplies.

Percentage of Revenue from Existing Accounts: The Company defines an “account” 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.

 

Active Paying Suppliers: The Company defines Active Paying Suppliers as individuals or businesses who have purchased one or more of our supplier services, including digital marketing services, data services, financial services or supplies on our platforms during the last twelve months.

 

Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA): The Company defines Adjusted EBITDA as net loss, adjusted for interest expense, interest and dividend income and other expenses, income tax provision (benefit), and certain other non-cash or non-recurring items impacting net loss from time to time, principally comprised of depreciation and amortization, amortization of lease intangible, stock-based compensation, charitable contributions of common stock, income from unconsolidated joint venture, impairment of assets, restructuring 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 defines non-GAAP net loss as net loss adjusted for depreciation and amortization, stock-based compensation expense, amortization of lease intangible, amortization of deferred costs on convertible notes, loss on marketable securities, loss on sale of property and equipment, charitable contributions of common stock, impairment of assets, restructuring charges and acquisition and other

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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 Earnings Per Share, basic and diluted (Non-GAAP EPS, basic and diluted): The Company calculates non-GAAP earnings per share, basic and diluted as non-GAAP net loss divided by weighted average number of common stock outstanding.

Management believes that the exclusion of certain expenses and gains in calculating Adjusted EBITDA, non-GAAP net loss and non-GAAP EPS, basic and diluted 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 amount of such expenses is the result of long-term investment decisions made in previous periods rather than day-to-day operating decisions.

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.

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 May 10, 2023. In addition to issuing a press release, the Company will post an earnings presentation to its investor website at investors.xometry.com.

Xometry, Inc. First Quarter 2023 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 second quarter and full year 2023, our expectation regarding our operating leverage and 2023 operating expenses, our potential for growth, 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, the impact of the health crises such as COVID-19 on our business and operations, our ability to forecast our performance due to our limited operating history, 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

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operating model, our brand and reputation, and the impact of fluctuations in general macroeconomic conditions, such as the current inflationary environment and rising interest rates. 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, 2022. 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

 

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

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

		March 31,				December 31,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	39,705			$	65,662
Marketable securities			256,458				253,770
Accounts receivable, less allowance for credit losses of $1.9 million and $2.0 million as of March 31, 2023 and December 31, 2022			52,217				49,188
Inventory			1,444				1,571
Prepaid expenses			7,055				7,591
Other current assets			15,897				12,273
Total current assets			372,776				390,055
Property and equipment, net			21,597				19,079
Operating lease right-of-use assets			24,303				25,923
Investment in unconsolidated joint venture			4,134				4,068
Intangible assets, net			39,041				39,351
Goodwill			262,441				258,036
Other assets			385				413
Total assets		$	724,677			$	736,925
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	12,320			$	12,437
Accrued expenses			32,121				33,430
Contract liabilities			9,974				8,509
Income taxes payable			4,113				3,956
Operating lease liabilities, current portion			6,256				5,471
Total current liabilities			64,784				63,803
Convertible notes			280,375				279,909
Operating lease liabilities, net of current portion			15,500				16,940
Deferred income taxes			406				429
Other liabilities			1,260				1,011
Total liabilities			362,325				362,092
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares; zero shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively			—				—
Class A Common stock, $0.000001 par value. Authorized; 750,000,000 shares; 45,098,314 shares and 44,822,264 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively			—				—
Class B Common stock, $0.000001 par value. Authorized; 5,000,000 shares; 2,676,154 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively			—				—
Additional paid-in capital			628,808				623,081
Accumulated other comprehensive income			159				28
Accumulated deficit			(267,710	)			(249,366	)
Total stockholders’ equity			361,257				373,743
Noncontrolling interest			1,095				1,090
Total equity			362,352				374,833
Total liabilities and stockholders’ equity		$	724,677			$	736,925

 

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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 March 31,
		2023				2022
		(unaudited)
Revenue		$	105,326			$	83,671
Cost of revenue			65,957				50,732
Gross profit			39,369				32,939
Sales and marketing			22,439				19,285
Operations and support			12,608				12,358
Product development			8,125				7,290
General and administrative			15,957				12,959
Impairment of assets			27				-
Total operating expenses			59,156				51,892
Loss from operations			(19,787	)			(18,953	)
Other (expenses) income
Interest expense			(1,198	)			(769	)
Interest and dividend income			2,695				96
Other income (expenses)			17				(962	)
Income from unconsolidated joint venture			66				34
Total other income (expenses)			1,580				(1,601	)
Loss before income taxes			(18,207	)			(20,554	)
Provision (benefit) for income taxes			(136	)			559
Net loss			(18,343	)			(19,995	)
Net income attributable to noncontrolling interest			1				17
Net loss attributable to common stockholders		$	(18,344	)		$	(20,012	)
Net loss per share, basic and diluted		$	(0.38	)		$	(0.43	)
Weighted-average number of shares outstanding used to compute    net loss per share, basic and diluted			47,699,561				46,789,585
Comprehensive loss:
Foreign currency translation		$	135			$	(28	)
Total other comprehensive income (loss)			135				(28	)
Net loss			(18,343	)			(19,995	)
Comprehensive loss			(18,208	)			(20,023	)
Comprehensive income attributable to noncontrolling interest			5				34
Total comprehensive loss attributable to common stockholders		$	(18,213	)		$	(20,057	)

 

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Xometry, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

		Three Months Ended March 31,
		2023				2022
Cash flows from operating activities:		(unaudited)
Net loss		$	(18,343	)		$	(19,995	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			2,566				1,799
Impairment of assets			27				—
Reduction in carrying amount of right-of-use asset			1,935				1,765
Stock based compensation			4,694				3,456
Revaluation of contingent consideration			—				434
Income from unconsolidated joint venture			(66	)			(34	)
Donation of common stock			370				—
Unrealized loss on marketable securities			—				858
Non-cash income tax benefit			—				(559	)
Loss on sale of property and equipment			91				71
Amortization of deferred costs on convertible notes			466				312
Deferred taxes benefit			(23	)			(2	)
Changes in other assets and liabilities:
Accounts receivable, net			(2,804	)			(6,145	)
Inventory			133				(180	)
Prepaid expenses			185				567
Other assets			(3,687	)			(1,787	)
Accounts payable			(503	)			(2,752	)
Accrued expenses			(2,119	)			(2,843	)
Contract liabilities			1,436				2,145
Lease liabilities			(970	)			(1,369	)
Income taxes payable			157				—
Net cash used in operating activities			(16,455	)			(24,259	)
Cash flows from investing activities:
Purchase of marketable securities			(2,688	)			(280,091	)
Proceeds from sale of marketable securities			—				4
Purchases of property and equipment			(4,186	)			(2,543	)
Proceeds from sale of property and equipment			223				165
Cash paid for business combination, net of cash acquired			(3,349	)			—
Net cash used in investing activities			(10,000	)			(282,465	)
Cash flows from financing activities:
Proceeds from stock options exercised			483				1,263
Proceeds from issuance of convertible notes			—				287,500
Costs incurred in connection with issuance of convertible notes			—				(9,301	)
Payments on finance lease obligations			—				(2	)
Net cash provided by financing activities			483				279,460
Effect of foreign currency translation on cash and cash equivalents			15				(29	)
Net decrease in cash and cash equivalents			(25,957	)			(27,293	)
Cash and cash equivalents at beginning of the year			65,662				86,262
Cash and cash equivalents at end of the period		$	39,705			$	58,969
Supplemental cash flow information:
Cash paid for interest		$	1,438			$	—
Non-cash investing and financing activities:
Non-cash purchase of property and equipment			78				—
Non-cash consideration in connection with business combination			1,593				—

 

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Xometry, Inc. and Subsidiaries

Unaudited Reconciliations of Non-GAAP Financial Measures

(In thousands)

		For the Three Months Ended March 31,
		2023				2022
Adjusted EBITDA:
Net loss		$	(18,343	)		$	(19,995	)
Add (deduct):
Interest expense, interest and dividend income and other expenses			(1,514	)			1,635
Depreciation and amortization(1)			2,566				1,799
Income tax provision (benefit)			136				(559	)
Amortization of lease intangible			333				333
Stock-based compensation(2)			4,694				3,456
Charitable contribution of common stock			370				—
Income from unconsolidated joint venture			(66	)			(34	)
Acquisition and other(3)			30				639
Impairment of assets			27				—
Adjusted EBITDA		$	(11,767	)		$	(12,726	)

 

		For the Three Months Ended March 31,
		2023				2022
Non-GAAP Net Loss:
Net loss		$	(18,343	)		$	(19,995	)
Add (deduct):
Depreciation and amortization(1)			2,566				1,799
Stock-based compensation(2)			4,694				3,456
Amortization of lease intangible			333				333
Amortization of deferred costs on convertible notes			466				312
Loss on marketable securities			—				858
Acquisition and other(3)			30				639
Loss on sale of property and equipment			91				—
Charitable contribution of common stock			370				—
Impairment of assets			27				—
Non-GAAP Net Loss		$	(9,766	)		$	(12,598	)
Weighted-average number of shares outstanding used to compute Non-GAAP Net Loss per share, basic and diluted			47,699,561				46,789,585
Non-GAAP EPS, basic and diluted		$	(0.20	)		$	(0.27	)

 

 

 

 

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Segment Results

(In thousands)

 

		For the Three Months Ended March 31,
		2023				2022
Segment Revenue:		(unaudited)
U.S.		$	93,903			$	77,209
International			11,423				6,462
Total revenue		$	105,326			$	83,671
Segment Net Loss:
U.S.		$	(12,937	)		$	(16,296	)
International			(5,407	)			(3,716	)
Total net loss attributable to common stockholders		$	(18,344	)		$	(20,012	)

 

 

 

 

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Xometry, Inc. and Subsidiaries

Unaudited Supplemental Information

(In thousands)

 

		For the Three Months Ended March 31,
		2023				2022
Summary of Stock-based Compensation Expense		(unaudited)
Sales and marketing		$	1,052			$	636
Operations and support			1,697				1,423
Product development			1,076				894
General and administrative			869				503
Total stock-based compensation expense		$	4,694			$	3,456
Summary of Depreciation and Amortization Expense
Cost of revenue		$	44			$	34
Sales and marketing			791				774
Operations and support			12				11
Product development			1,311				793
General and administrative			408				187
Total depreciation and amortization expense		$	2,566			$	1,799

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