美國
證券交易委員會
華盛頓特區20549
表格
(標記一個)
根據1934年證券交易法第13或15(d)條款的季度報告。 |
截至2024年6月30日季度結束
或
根據1934年證券交易法第13或15(d)條款的過渡報告 |
過渡期從__________到__________。
委員會檔案編號：
（根據其章程所指定的正式名稱）
(依據所在地或其他管轄區) 的註冊地或組織地點) |
(國稅局雇主識別號碼) |
|
|
(總部辦公地址) |
（郵政編碼） |
註冊人的電話號碼，包括區號：(
根據法案第12(b)條規定註冊的證券：
每種類別的名稱 |
|
交易 標的 |
|
每個註冊交易所的名稱 |
|
|
請在核對標記上打勾，確認申報人（1）已在前12個月（或申報人被要求提交此類申報的縮短期間）內提交證券交易所法案第13條或第15(d)條要求申報的所有報告，以及（2）過去90天一直處於此類申報要求的範圍內。
請打勾表明申報人在過去的12個月（或申報人需在該較短期間內提交這些檔案）中已根據《對S-t法規（本章節第232.405條）的規定405條》提交了所有必須提交的交互式資料檔案。
請勾選指示登記者是否為大型快速提交人、快速提交人、非快速提交人、較小的報告公司或新興成長型公司。請參閱交易所法規120億2條，了解「大型快速提交人」、「快速提交人」、「較小的報告公司」和「新興成長型公司」的定義。
|
☑ |
|
加速歸檔人 |
|
☐ |
|
|
|
|
|
|||
非加速歸檔人 |
|
☐ |
|
小型報告公司 |
|
|
|
|
|
|
|
|
|
新興成長型企業 |
|
|
|
|
|
|
如果是新興成長型企業，在符合任何依據證券交易法第13(a)條所提供的任何新的或修改的財務會計準則的遵循的延伸過渡期方面，是否選擇不使用核准記號進行指示。☐
請以勾選的方式指示，公司是否為一個外殼公司（如《交易所法》第1202條定義）。 是 ☐ 否
截至2024年10月28日， 登記人持有
目錄
|
|
頁面 |
第一部分。 |
|
|
项目1。 |
1 |
|
|
1 |
|
|
2 |
|
|
3 |
|
|
5 |
|
|
6 |
|
项目2。 |
22 |
|
项目3。 |
39 |
|
项目4。 |
39 |
|
第二部分。 |
|
|
项目1。 |
41 |
|
项目1A。 |
41 |
|
项目2。 |
41 |
|
项目3。 |
41 |
|
项目4。 |
41 |
|
项目5。 |
41 |
|
第6項。 |
42 |
|
43 |
||
i
有關前瞻性陳述的特別提示
本第10-Q表格的季度報告中包含根據1933年證券法（經修訂後）第27A條及1934年證券交易法（經修訂後）第21E條的前瞻性陳述，這些陳述涉及重大風險和不確定性。前瞻性陳述一般涉及未來事件或我們未來的財務或營運表現。在某些情況下，您可以鑒別前瞻性陳述，因為它們包含“可能”、“可以”、“將”、“將”、“應該”、“預期”、“計劃”、“預期”、“可能”、“打算”、“目標”、“項目”、“考慮”、“相信”、“估計”、“預測”、“預測”、“潛力”或“繼續”等詞語，或者包含這些詞語的否定形式或其他類似詞語或表達我們的期望、策略、計劃或意圖的其它詞語。本第10-Q表格的季度報告中包含的前瞻性陳述包括但不限於有關：
|
• |
|
對於我們的營業收入、費用和其他營運結果的期望； |
|
• |
|
我們業務預期增長，包括我們有效管理或維持增長的能力，以及實現或維持盈利能力； |
|
• |
|
公共衛生危機、其他宏觀經濟因素和地緣政治緊張局勢等因素的影響，可能導致全球經濟不確定時期； |
|
• |
|
未來對我們業務的投資、預期的資本開支以及關於我們資本需求的估計； |
|
• |
|
我們有能力吸引新的買家和供應商，成功地與新舊買家和供應商進行互動； |
|
• |
|
我們銷售和營銷努力的成本和成功，以及我們推廣品牌的能力； |
|
• |
|
我們對關鍵人員的依賴以及我們識別、招聘和留住熟練人員的能力； |
|
• |
|
我們有效管理成長能力，包括任何國際擴張； |
|
• |
|
我們取得、維持、保護和執行我們的知識產權或其他專有權利的能力，以及與此相關的任何相關費用； |
|
• |
|
我們有效管理成本及開支的能力，可能會受通脹壓力的影響； |
|
• |
|
我們與現有競爭對手和新市場進入者有效競爭的能力；和 |
|
• |
|
我們競爭的市場增長率。 |
您不應該將前瞻性陳述視為對未來事件的預測。我們主要根據當前對可能影響我們業務、財務狀況和運營結果的未來事件和趨勢的期望和預測來制定這份10-Q表格中包含的前瞻性陳述。這些前瞻性陳述中描述的事件結果受風險、不確定性以及本10-Q表格中標題為風險因素第II部分第1A項以及其他部分描述的因素的影響。此外，我們運營在一個競爭激烈且迅速變化的環境中。新風險和不確定性不時出現，我們無法預測可能對本10-Q表格中包含的前瞻性陳述產生影響的所有風險和不確定性。前瞻性陳述中反映的結果、事件和情況可能無法達到或發生，實際結果、事件或情況可能與前瞻性陳述中描述的有實質不同。
此外，表示『我們相信』等類似語句反映了我們在相關主題上的信仰和觀點。這些陳述是基於我們在本10-Q文件日期可得的資訊。我們雖然認為這些資訊為這些陳述提供了合理依據，但這些資訊可能是有限或不完整的。我們的陳述不應被解讀為表明，我們對所有相關資訊進行了全面調查或檢視。這些陳述本質上是不確定的，並警告投資者不要過分依賴這些陳述。
本10-Q表格中所作的前瞻性陳述僅涉及說明所做的陳述之日期當日之事件。我們沒有義務更新本10-Q表格中所作的任何前瞻性陳述，以反映本10-Q表格日期之後的事件或情況，亦不反映新資訊或意外事件發生，除非適用法律要求。我們實際上可能無法實現我們在前瞻性陳述中披露的計劃、意圖或期望，您不應過度依賴我們的前瞻性陳述。我們的前瞻性陳述不反映任何未來收購、合併、處置、合資或投資可能產生的潛在影響。
ii
第一部分 — 金融關聯信息
項目 1。基本報表。
XOMETRY, INC.及其附屬公司
總合縮減 資產負債表
（未經審計）
（以千為單位，除股份及每股數據外）
|
|
九月三十日， |
|
|
12月31日， |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|||||
資產 |
|
|
|
|
|
|
||
流動資產: |
|
|
|
|
|
|
||
現金及現金等價物 |
|
$ |
|
|
$ |
|
||
有價證券 |
|
|
|
|
|
|
||
應收帳款，扣除對信用損失的備抵金額為$ |
|
|
|
|
|
|
||
存貨 |
|
|
|
|
|
|
||
預付款項 |
|
|
|
|
|
|
||
其他流動資產 |
|
|
|
|
|
|
||
全部流動資產 |
|
|
|
|
|
|
||
物業及設備，扣除折舊後淨值 |
|
|
|
|
|
|
||
營運租賃權使用資產 |
|
|
|
|
|
|
||
投資於未合併的合資企業 |
|
|
|
|
|
|
||
無形資產，扣除累計攤銷 |
|
|
|
|
|
|
||
商譽 |
|
|
|
|
|
|
||
其他資產 |
|
|
|
|
|
|
||
資產總額 |
|
$ |
|
|
$ |
|
||
負債及股東權益 |
|
|
|
|
|
|
||
流動負債： |
|
|
|
|
|
|
||
應付賬款 |
|
$ |
|
|
$ |
|
||
應計費用 |
|
|
|
|
|
|
||
合約負債 |
|
|
|
|
|
|
||
應納所得稅款 |
|
|
|
|
|
|
||
營運租賃負債，流動部分 |
|
|
|
|
|
|
||
流動負債合計 |
|
|
|
|
|
|
||
可換債券 |
|
|
|
|
|
|
||
扣除當期償還後之經營租賃負債淨額 |
|
|
|
|
|
|
||
推延所得稅 |
|
|
|
|
|
|
||
其他負債 |
|
|
|
|
|
|
||
總負債 |
|
|
|
|
|
|
||
（附註13） |
|
|
|
|
|
|
||
股東權益 |
|
|
|
|
|
|
||
優先股，面額$0.01，授權股數為5,000,000股，發行且流通股數為截至2024年6月30日和2023年12月31日之184,668,188股和181,364,180股。 |
|
|
|
|
|
|
||
普通A類股票，$ |
|
|
|
|
|
|
||
B類普通股，$ |
|
|
|
|
|
|
||
資本公積額額外增資 |
|
|
|
|
|
|
||
其他綜合收益累計額 |
|
|
|
|
|
|
||
累積虧損 |
|
|
( |
) |
|
|
( |
) |
股東權益總額 |
|
|
|
|
|
|
||
非控制權益 |
|
|
|
|
|
|
||
總股本 |
|
|
|
|
|
|
||
負債和股東權益總額 |
|
$ |
|
|
$ |
|
||
請參閱未經審計的簡明合併基本報表的附帶說明。
1
XOMETRY, INC. 及其子公司
合併財務報表運營和全面損失的報表
(未經審計)
(單位爲千，除股份和每股數據外)
|
|
截至三個月 |
|
|
截至九個月 |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
營業收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
營收成本 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
毛利潤 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
銷售和市場營銷 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
運營和壓力位 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
產品開發 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
一般管理費用 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
資產減值 |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
總營業費用 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
運營損失 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
其他收入（費用） |
|
|
|
|
|
|
|
|
|
|
|
|
||||
利息支出 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
利息和股息收入 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
其他費用 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
來自未合併創業公司的收入 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
其他總收入 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
稅前虧損 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
所得稅準備 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
淨損失 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
歸屬於非控制性權益的凈利潤 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
歸屬於普通股股東的淨虧損 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
A類和B類普通股票的基本和稀釋每股淨損失 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
用於計算的加權平均流通股數 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
淨損失 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
綜合收益： |
|
|
|
|
|
|
|
|
|
|
|
|
||||
外幣折算 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
其他綜合收益總計 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
綜合損失 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
歸屬於非控股權益的綜合（虧損）收入 |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
歸屬於普通股股東的總綜合虧損 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
請參閱未經審計的簡明合併基本報表的附帶說明。
2
XOMETRY, INC. 及其子公司
壓縮合並股東權益變動表 股權
(未經審計)
截至2024年和2023年9月30日的三個月
(單位爲千，除股份和每股數據外)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
A類普通股 |
|
B類普通股 |
|
附加實收資本 |
|
累計其他綜合 |
|
累計 |
|
總股東權益 |
|
非控股 |
|
總計 |
|
||||||||||||||
|
股份 |
|
金額 |
|
股份 |
|
金額 |
|
資本 |
|
收入 |
|
赤字 |
|
股權 |
|
利息 |
|
股權 |
|
||||||||||
餘額，2024年6月30日 |
|
|
$ |
— |
|
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
|
|
$ |
|
$ |
|
|||||||
普通股期權的行使 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
限制性股票單位兌現 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
捐贈的普通股 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
基於股票的補償 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
綜合損失 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
外幣折算 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|||
淨損失 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
總綜合損失 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
餘額，2024年9月30日 |
|
|
$ |
— |
|
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
截至2023年6月30日的餘額 |
|
|
$ |
— |
|
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||
普通股期權的行使 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
限制性股票單位兌現 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
捐贈的普通股 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
基於股票的補償 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
綜合損失 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
外幣折算 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
||||
淨（虧損）收入 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
總全面（虧損）收入 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
截至2023年9月30日的餘額 |
|
|
$ |
— |
|
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||
請參閱未經審計的簡明合併基本報表的附帶說明。
3
XOMETRY, INC. 及其子公司
簡化合並股東權益變化基本報表
(未經審計)
截至2024年和2023年9月30日的九個月
(單位爲千，除股份和每股數據外)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
A類普通股 |
|
B類普通股 |
|
附加實收資本 |
|
累計其他綜合 |
|
累計 |
|
總股東權益 |
|
非控股 |
|
總計 |
|
||||||||||||||
|
股份 |
|
金額 |
|
股份 |
|
金額 |
|
資本 |
|
收入 |
|
赤字 |
|
股權 |
|
利息 |
|
股權 |
|
||||||||||
截至2023年12月31日的餘額 |
|
|
$ |
— |
|
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
|
|
$ |
|
$ |
|
|||||||
普通股期權的行使 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
限制性股票單位兌現 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Warrants的行使 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
在業務合併中發行的股份 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
捐贈的普通股 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
基於股票的補償 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
綜合損失 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
外幣折算 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
||||
淨（虧損）收入 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
總全面（虧損）收入 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
2024年9月30日餘額 |
|
|
$ |
— |
|
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
截至2022年12月31日的餘額 |
|
|
$ |
— |
|
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||
普通股期權的行使 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
限制性股票單位兌現 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
在業務合併中發行的股份 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
捐贈的普通股 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
基於股票的補償 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
綜合損失 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
外幣折算 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
||||
淨（虧損）收入 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
總全面（虧損）收入 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
截至2023年9月30日的餘額 |
|
|
$ |
— |
|
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||
請參閱未經審計的簡明合併基本報表的附帶說明。
4
XOMETRY, INC. 及其子公司
簡化合並基本報表 現金流
(未經審計)
(以千計)
|
|
截至9月30日的九個月 |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
經營活動產生的現金流： |
|
|
|
|
|
|
||
淨損失 |
|
$ |
( |
) |
|
$ |
( |
) |
調整淨虧損與經營活動使用的現金的折算： |
|
|
|
|
|
|
||
折舊和攤銷 |
|
|
|
|
|
|
||
資產減值 |
|
|
— |
|
|
|
|
|
使用權資產的賬面價值減少 |
|
|
|
|
|
|
||
基於股票的補償 |
|
|
|
|
|
|
||
或有對價的重估 |
|
|
|
|
|
|
||
來自未合併創業公司的收入 |
|
|
( |
) |
|
|
( |
) |
普通股的捐贈 |
|
|
|
|
|
|
||
(收益) 財產和設備銷售損失 |
|
|
( |
) |
|
|
|
|
存貨減值 |
|
|
— |
|
|
|
|
|
可轉換票據的遞延成本攤銷 |
|
|
|
|
|
|
||
遞延稅款收益 |
|
|
( |
) |
|
|
( |
) |
其他資產和負債的變動： |
|
|
|
|
|
|
||
應收賬款，淨額 |
|
|
( |
) |
|
|
( |
) |
庫存 |
|
|
( |
) |
|
|
( |
) |
預付費用 |
|
|
|
|
|
|
||
其他資產 |
|
|
|
|
|
|
||
應付賬款 |
|
|
( |
) |
|
|
|
|
應付費用 |
|
|
|
|
|
|
||
合同負債 |
|
|
|
|
|
|
||
租賃負債 |
|
|
( |
) |
|
|
( |
) |
其他負債 |
|
|
|
|
|
— |
|
|
應付所得稅 |
|
|
( |
) |
|
|
|
|
淨現金流出活動 |
|
|
( |
) |
|
|
( |
) |
投資活動的現金流： |
|
|
|
|
|
|
||
購買可市場證券 |
|
|
( |
) |
|
|
( |
) |
出售有價證券的收益 |
|
|
|
|
|
|
||
購買房產和設備 |
|
|
( |
) |
|
|
( |
) |
出售物業和設備的收益 |
|
|
|
|
|
|
||
進行業務合併所支付的現金，減去獲得的現金 |
|
|
— |
|
|
|
( |
) |
投資活動產生的淨現金(使用)提供 |
|
|
( |
) |
|
|
|
|
融資活動產生的現金流: |
|
|
|
|
|
|
||
行使股票期權所得款項 |
|
|
|
|
|
|
||
融資活動提供的淨現金 |
|
|
|
|
|
|
||
貨幣兌換對現金及現金等價物的影響 |
|
|
( |
) |
|
|
( |
) |
現金及現金等價物淨減少 |
|
|
( |
) |
|
|
( |
) |
期初的現金及現金等價物 |
|
|
|
|
|
|
||
期末的現金及現金等價物 |
|
$ |
|
|
$ |
|
||
補充現金流信息： |
|
|
|
|
|
|
||
支付的利息 |
|
$ |
|
|
$ |
|
||
非現金投資和融資活動： |
|
|
|
|
|
|
||
與業務合併相關的非現金對價 |
|
|
— |
|
|
|
|
|
請參閱未經審計的簡明合併基本報表的附帶說明。
5
XOMETRY公司及其子公司
未經審計的簡明合併基本報表附註
(未經審計)
(1) 業務的組織和描述
Xometry, Inc.（「Xometry」、「公司」、「我們」 或 「我們的」）於2013年5月在特拉華州註冊成立。Xometry是一個由全球人工智能（「AI」）驅動的在線市場，將買家與製造服務供應商聯繫起來，推動世界上最大的行業之一的數字化轉型。我們使用專有的人工智能、機器學習和基於雲的服務，包括我們的 Thomasnet® 平台，幫助買家高效地採購定製零件和組件，並幫助製造服務供應商發展業務。Xometry的公司總部位於馬里蘭州北貝塞斯達。
我們的人工智能技術平台由專有的機器學習算法和數據集提供支持，從而形成了一個複雜的雙向市場，該市場正在迅速實現製造業的數字化。因此，買家可以按需採購他們想要的產品，供應商可以尋找與其特定能力和產能相匹配的新制造機會，最終形成具有本地彈性的供應鏈，從而使商品能夠更快地進入市場。我們市場上的每一次互動都提供了豐富的數據見解，使我們能夠不斷改進我們的人工智能模型並創建新的產品和服務，從而隨着我們的規模擴大而產生強大的網絡效應。
我們使用專有技術使產品設計師、工程師、買家和供應鏈專業人員能夠即時訪問全球製造設施網絡的容量。該公司的平台使買家能夠快速獲得定價、預計交貨時間、可製造性反饋並在公司的平台上下訂單。該網絡使公司能夠爲買家提供大量獨特的零件，包括定製組件和組件。
Xometry 供應商的能力包括計算機數控制造、鈑金成型、板材切割、3D 打印（包括熔融沉積建模、直接金屬激光燒結、PolyJet、立體光刻、選擇性激光燒結、粘合劑噴射、碳數字光合成、多射流融合和潤滑劑子層光固化）、壓鑄、衝壓、注射成型、聚氨酯鑄造、管材切割、彎管以及表面處理服務、快速原型設計和大批量生產。Xometry的可擴展技術平台使公司能夠添加新技術和流程，從而在買家中獲得更多的錢包份額。
(2) 重要會計政策的列報基礎和摘要
隨附的未經審計的簡明合併財務報表是根據美利堅合衆國公認的會計原則（「美國公認會計原則」）和美國證券交易委員會（「SEC」）關於中期財務報告的適用規則和條例編制的。根據此類細則和條例，通常包含在根據美國公認會計原則編制的財務報表中的某些信息和附註披露已被簡要或省略。因此，這些簡明合併財務報表應與公司於2024年2月29日向美國證券交易委員會提交的10-k表年度報告中包含的合併財務報表和附註一起閱讀。
此處包含的截至2023年12月31日的簡明合併資產負債表來自截至該日的經審計的財務報表，但可能不包括所有披露，包括美國公認會計原則要求的年度報告中的某些附註。管理層認爲，隨附的簡明合併財務報表反映了公允列報中期財務狀況、經營業績、綜合虧損、股東權益和現金流所必需的所有正常經常性調整，但不一定代表2024年全年或未來任何時期的預期經營業績。該公司有
6
國外業務和綜合損失
美元指數（「USD」）是Xometry在美國的合併子公司的功能貨幣。公司在德國的合併子公司以及在較小程度上在英國、土耳其、中國和日本的合併子公司的主要功能貨幣分別爲歐元、英鎊、土耳其里拉、人民幣和日元。對於功能貨幣不是美元指數的合併子公司，公司將其基本報錶轉換爲美元指數。公司根據基本報表日期生效的匯率將資產和負債進行轉換。營業收入和費用賬戶使用期間的平均匯率進行轉換。由於轉換而產生的收益和損失包括在累計其他綜合收益中，作爲權益的一個獨立組成部分。
非控制性權益
我們擁有Incom Co., LTD的
公司遵循美國通用會計準則編制未經審計的合併基本報表時，管理層需要進行估計和假設，這會影響基本報表及附註中報告的金額。實際結果可能與這些估計有所不同。
公司採用收購法對業務合併進行會計處理，這要求在收購日期將購買對價的公允價值分配到所獲得的有形和無形資產以及承擔的負債，並以其估計的公允價值爲基礎。購買對價的公允價值超過這些可識別資產和負債值的差額被記錄爲商譽。在判斷所獲得資產和承擔負債的公允價值時，管理層做出重要的估計和假設，特別是在無形資產的評估方面。管理層對公允價值的估計基於被認爲合理的假設，但這些假設本質上是不確定和不可預測的，因此，實際結果可能與估計有所不同。在測量期間，從收購日期起不超過一年，公司可以對所獲得的資產和承擔的負債進行調整，並相應地抵銷商譽，如果有新信息與收購日期存在的事實和情況相關。在測量期結束或獲得的資產或承擔的負債的公允價值最終確定時，以先發生者爲準，任何後續調整將在合併營業報表中反映。收購成本，如法律和諮詢費用，被視爲發生時的費用。
公司基於預計的退出價格定期對某些資產和負債進行公允價值計量，退出價格代表在有序交易中，市場參與者之間出售資產或轉移負債所收到或支付的金額。因此，公允價值可能基於市場參與者在爲資產或負債定價時使用的假設。
公允價值計量的權威指南建立了一個一致的框架，用於定期或不定期測量公允價值，其中用於估值技術的輸入被賦予一個層級級別。以下是用於測量公允價值的輸入層級：
第一級 - 可觀察的輸入反映在活躍市場中相同資產或負債的報價價格（未調整）。
第二級 - 輸入反映在非活躍市場中相同資產或負債的報價價格；在活躍市場中類似資產或負債的報價價格；可觀察的其他輸入；或主要來源於可觀察市場數據的輸入，經過關聯或其他方式進行驗證。
第三級 - 無法觀察到的輸入反映公司在用於判斷公允價值的估值技術中的自身假設。這些假設需要與合理可得的市場參與者假設保持一致。
公司某些金融工具的賬面金額，包括現金及現金等價物、應收賬款、預付款項、其他資產、應付賬款、應計費用和合同負債，因其短期到期，近似於其公允價值。公司的可交易證券以公允價值入賬。
7
現金及現金等價物包括保存在支票賬戶中的現金。這些投資按成本計量，接近公允價值。
公司按公允價值計量其可交易證券。公司的可交易證券代表我們在短期貨幣型基金中的投資。這些可交易證券的到期時間爲三個月或更短。截止2024年9月30日和2023年12月31日，公司的可交易證券爲$
應收賬款按公司預期從未結清餘額中收回的金額列示。公司的應收賬款不計利息。收回的應收賬款金額計入合併現金流量表中的運營活動淨現金使用。對於公司提供信用的買方，公司進行信用查詢，包括參考檢查，並查詢信用評級服務及其他公開可用信息。管理層通過計提壞賬費用的準備金和根據應收款項的賬齡、每個客戶的預期償付能力和收款歷史、當前市場情況，以及合理且可支持的未來經濟條件預測來判斷該準備金的適當性。公司每月審核其計提準備金。逾期超過90天且超過指定金額的餘額需單獨審核是否可收回。在管理層經過合理的收款努力後仍然未收回的餘額，通過計提準備金和減記應收賬款的方式確認損失。
信用損失準備金
與應收賬款相關的信用損失準備金及其變動如下（以千爲單位）：
|
|
|
|
|
|
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|
|
|
||
信用損失準備 |
|
|
|
|
|
|
||
年初餘額，1月1日 |
|
$ |
|
|
$ |
|
||
計提準備金 |
|
|
|
|
|
|
||
沖銷或其他 |
|
|
( |
) |
|
|
( |
) |
期末餘額，分別爲9月30日和12月31日 |
|
$ |
|
|
$ |
|
||
物業和設備按成本計量。折舊採用直線法，並根據資產的估計使用壽命進行計算，這個區間爲 至
物業和設備以及須攤銷的無形資產在每次事件或情況變化表明資產的賬面價值可能無法收回時進行減值評估。如果情況需要對長期資產或資產組進行減值測試，公司首先將該資產或資產組預期產生的未折現現金流與其賬面價值進行比較。如果長期資產或資產組的賬面價值在未折現現金流基礎上無法收回，則確認減值，減值的程度是賬面價值超過其公允價值的部分。公允價值通過各種評估技術確定，包括折現現金流模型、報價市場價值和必要時的第三方獨立評估。
物業和設備包括資本化的內部使用軟件開發成本。符合條件的內部使用軟件開發成本在初步項目階段完成後進行資本化。此類成本包括內部和外部的直接開發成本共計ng $
8
商譽代表在企業合併中，購買價格超過估計的淨資產公允價值的部分。截至2024年9月30日及2023年12月31日， 公司的商譽歸因於美國和國際報告單位。商譽不進行攤銷。公司每年在第四季度測試商譽的減值，或者更頻繁地測試，若事件或情況變化表明報告單位的賬面價值，包括商譽，可能會減值。
在測試商譽減值時，我們首先評估定性因素，以判斷事件或情況的存在是否會導致判斷更可能情況是報告單位的公允價值低於其賬面金額。這些評估的定性因素可能包括以下內容：(i) 我們使用資產或整體業務策略的重大變化，(ii) 某些重組舉措，(iii) 重大負面行業或經濟趨勢，以及(iv) 我們的股價在一段時間內顯著下跌。如果在評估所有事件或情況後，我們判斷報告單位的公允價值不太可能低於其賬面金額，則不需要進一步的減值測試。然而，如果我們得出相反的結論，則繼續進行定量評估。
公司從銷售零件和組件中獲得了大部分美國和國際市場的營業收入，這些銷售是通過龐大的供應商網絡完成的。公司根據財務會計標準委員會（「FASB」）的會計標準分類法（「ASC」）確認與客戶的銷售營業收入， 主題606，來自客戶合同的營業收入 （「ASC 606」）。
公司判斷在客戶接受報價並下訂單時，客戶與公司之間存在合同，這些合同均受公司標準條款和條件或與Xometry買方約定的其他條款的約束。在通過Xometry平台完成訂單後，公司識別該訂單中的履約義務，以完成製造部件或裝配件的銷售。利用Xometry內部的科技，公司在訂單開始時確定製造部件或裝配件的單獨價格。公司在發貨時確認來自Xometry客戶的營業收入，此時對部件或裝配件的控制權已轉移。
公司已得出結論，在使用公司的第三方製造商網絡銷售部件和裝配件時，公司是銷售的主要方，因爲公司通過獲得指示第三方製造商履行Xometry與公司客戶之間的履約義務的權利，控制着製造過程。公司考慮了銷售的以下條件：（i）公司有義務向客戶提供指定產品，（ii）公司在確定產品價格以及公司支付給供應商的價格方面有自主權，並且公司在所有Xometry的銷售中承擔利潤風險，（iii）公司在確定如何履行每個訂單方面有自主權，包括選擇供應商，以及（iv）Xometry對產品質量承擔一定風險，直到客戶對最終產品感到滿意。
Xometry還通過其供應商服務獲取營業收入，這是提供給我們供應商的一套服務。營業收入還包括營銷服務的銷售，其中包括廣告。這筆收入通常在控制權轉移給客戶時確認，金額反映我們預計爲該產品或服務應有的對價。客戶的採購訂單有時可能涉及多個履約義務，包括我們某些或所有產品的組合。判斷可能需要在確定產品是否被視爲獨立履約義務時進行，在這種情況下它們應該單獨覈算或作爲一個綜合履約義務。營業收入是在履約義務滿足的期間或時點確認的。對價通常根據轉移的產品數量的固定單價來確定。對於涉及多個履約義務的採購訂單，交易價格根據相對的獨立銷售價格分配給每個履約義務，並在每個單獨的產品或服務轉移給客戶時確認營業收入。
營業收入顯示爲扣除預計的退貨、退款和津貼後的淨額。到2024年9月30日和2023年12月31日，公司已經爲預計的退貨、退款或津貼設立了準備金 約 $
銷售稅，以及如適用，從客戶收取並轉交給政府當局的關稅和/或稅款不包含在營業收入中。
9
合同負債
合同負債主要來自預先收到的款項或下單時收到的款項，根據上述公司的收入確認標準，相關履約義務未得到履行，收入也未得到確認。
下表列出了截至2023年12月31日的合同負債以及 2024 年 9 月 30 日（以千計）：
合同負債向前滾動： |
|
|
|
|
截至2023年12月31日的合同負債 |
|
$ |
|
|
收入已確認 |
|
|
( |
) |
預先收到的款項 |
|
|
|
|
截至2024年9月30日的合同負債 |
|
$ |
|
|
在截至2024年9月30日的九個月中，公司確認了大約 $
銷售合同收購成本
公司獲得合同的增量成本可能包括銷售佣金，該佣金通常根據每筆訂單確定。對於市場合同，公司確認一年或更短時間內的成本。對於超過一年的供應商服務合同，公司在平均客戶壽命期間按直線攤銷此類成本
市場收入成本主要包括公司供應商爲在公司平台上交付給買家而製造或生產的產品的成本、內部和外部生產成本、運費以及某些內部折舊。
供應商服務的收入成本主要包括內部和外部生產成本以及網站託管。
公司在協議開始時確定一項安排是否包含租約以及該租約的分類（如果適用）。經營租賃包含在經營租賃使用權（「ROU」）資產、經營租賃負債、流動部分和經營租賃負債中，扣除簡明合併資產負債表中的流動部分。對於期限爲十二個月或更短的租賃，公司不在簡明合併資產負債表中確認ROU資產或租賃負債。此外，公司選擇使用切實可行的權宜之計，不將房地產租賃的租賃和非租賃部分分開，這意味着對於這些租賃，非租賃部分包含在公司簡明合併資產負債表中相關的ROU資產和租賃負債餘額中。
ROU資產代表公司在租賃期內使用標的資產的權利，租賃負債代表公司根據租賃支付租賃費的義務。經營租賃ROU資產和租賃負債在租賃開始之日根據租賃期內租賃付款的現值進行確認。公司經營租賃中的隱含利率通常無法確定，因此，公司使用租約開始時的增量借款利率來確定租賃付款的現值。經營租賃ROU資產還包括所有租賃預付款，由租賃激勵措施抵消。公司的某些租賃包括延長或終止租約的選項。預期的租賃期限包括在合理確定公司將行使該期權的情況下延長或終止租約的選項。
租賃費用在租賃期內以直線方式確認。
10
銷售和市場營銷費用在發生時計入費用，包含數字營銷策略、品牌費用和其他廣告費用、某些折舊和攤銷費用、合同獲取成本及薪酬費用，包括基於股票的薪酬，支付給公司的銷售和市場營銷員工。在截至2024年9月30日的三個月和九個月內， 公司的廣告費用爲$
不符合資本化條件的產品開發成本在發生時計入費用。此賬戶還包括公司的員工薪酬費用，包括基於股票的薪酬。 進行例行改進和維護我們平台的費用，這些費用與具體的可資本化項目無關，包括軟體成本和某些折舊和攤銷費用。
一般和行政費用主要包括對高管、財務、法律及其他行政人員的薪酬費用，包括基於股票的薪酬費用、專業服務費用和某些折舊和攤銷費用。
所有基於股票的補償，包括期權、限制性股票單位和業績限制性股票單位（「PRSUs」），都在授予日期以獎勵的公允價值來衡量。公司使用布萊克-舒爾斯期權定價模型來估算期權的授予日期公允價值。期權、PRSUs和限制性股票單位的公允價值在必要服務期內按直線法確認爲補償費用，通常爲 至
布萊克-舒爾斯模型在估算基於股票的獎勵公允價值時考慮多個變量和假設。
這些變量包括：
對於所有授予的股票期權，公司使用簡化方法計算預期期限，該方法適用於「普通型」股票期權獎勵。無風險利率基於與股票獎勵預期期限相似的美國國債發行可用的收益率。公司根據公開交易的同行公司的歷史波動性和/或自身的波動性來估計預期股價波動性，並預計在擁有足夠的歷史數據以了解自身交易股價的波動性之前，將繼續如此。公司使用了零的分紅收益率，因爲其沒有宣佈分紅的歷史或計劃。
PRSUs的公允價值在滿足業績條件的情況下，根據所需服務期限三年按比例確認。公司在每個報告期重新評估歸屬的概率，並根據該概率評估調整獎勵的總補償費用。
11
公司採用兩類法計算每股淨虧損，該方法適用於多類普通股和參與證券。兩類法要求在該期限內可分配給普通股股東的收入，根據各自獲得分紅權利的情況分配，假設該期限內的所有收入都被分配。某些未歸屬的股權基礎付款獎勵，具有不可被沒收的分紅權利，被視爲參與證券，因此在使用兩類法計算每股淨收入時包含在內。 A類普通股和B類普通股的權利，包括清算和分紅權，基本相同，唯一的區別是投票權。因此，A類普通股和B類普通股在公司的淨虧損中按比例分享。
在2023年11月，FASB發佈了會計標準更新（「ASU」）第2023-07號，部門報告（主題280）：可報告部門披露的改進，要求公共實體每年和中期披露重大部門費用和其他部門項目，並在中期提供關於可報告部門的利潤或虧損和資產的所有披露，這些披露在年度中是當前要求的。此外，它要求公共實體披露首席運營決策Maker（「CODM」）的職務和職位。此ASU不改變公共實體如何識別其運營部門，聚合它們，或應用定量閾值來判斷其可報告部門。新標準將在2023年12月15日之後開始的財政年度和2024年12月15日之後開始的財政年度內的中期有效，允許提前採用。公共實體應追溯適用於所有之前在基本報表中呈現的期間。我們預計此ASU只會影響我們的披露，而不會影響我們的經營成果、現金流和財務狀況。
在2023年12月，FASB發佈了ASU第2023-09號，《所得稅（主題740）：所得稅披露的改進》，其重點關注稅率調整和已支付所得稅。ASU第2023-09號要求公共實體每年披露一個表格形式的稅率調整，使用百分比和貨幣金額，分爲特定類別，並將某些調節項目根據性質和管轄權進一步細分，前提是這些項目超出了特定閾值。此外，所有實體都需要披露已支付的所得稅，減去收到的退款，按聯邦、州/地方和外國分類，並按管轄權進行細分，如果金額至少佔淨收入稅支付的5%。對於公共實體，新標準適用於自2024年12月15日之後開始的年度，以及允許提前採用。實體可以前瞻性地應用該ASU中的修訂，通過提供截至2025年12月31日的修訂披露，繼續提供之前時期的ASU之前的披露，或者可以回溯地應用該修訂，提供所呈現所有期間的修訂披露。我們預計該ASU只會影響我們的披露，將不會對我們的經營結果、現金流和財務狀況產生影響。
目前沒有其他會計標準已經發佈但尚未採納，這些標準在採納後預計會對公司的合併財務狀況、經營結果或現金流產生重大影響。
(3) 信用集中度
可能使公司面臨信用風險集中度的金融工具主要包括現金及現金等價物、可交易證券和應收賬款。公司將其現金及現金等價物和可交易證券保存在主要金融機構的存款帳戶中，這些存款有時可能超過聯邦保險限額。
截至2024年和2023年9月30日的三個月和九個月,
(4) Inventory
Inventory consists of raw materials, work-in-process and finished goods. Raw materials (plastics and metals) become manufactured products in the additive and subtractive manufacturing processes. Work-in-progress represents manufacturing costs associated with customer orders that are not yet complete. Finished goods represents product awaiting shipment.
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|
|
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
12
(5) Property and Equipment and Long-Lived Assets
Property and equipment consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):
|
|
|
|
September 30, |
|
|
December 31, |
|
||
|
|
Useful Life |
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|
|
|
|
|
||
Technology hardware |
|
|
$ |
|
|
$ |
|
|||
Manufacturing equipment |
|
|
|
|
|
|
|
|||
Capitalized software development |
|
|
|
|
|
|
|
|||
Leasehold improvements |
|
|
|
|
|
|
|
|||
Furniture and fixtures |
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
||
Less accumulated depreciation |
|
|
|
|
( |
) |
|
|
( |
) |
Property and Equipment, net |
|
|
|
$ |
|
|
$ |
|
||
Depreciation and amortization expense for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Cost of revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
||||
Operations and support |
|
|
|
|
|
|
|
|
|
|
|
||||
Product development |
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation and amortization expense |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(6) Leases
Operating lease expense for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|||||||||||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the second quarter of 2023, following an assessment of its lease portfolio, the Company abandoned certain leases and/or portions of its leases in New York, NY, Horsham, PA, Culver City, CA, Doraville, GA and Gaithersburg, MD. As a result of abandoning these leases, the Company ceased its use of these locations and accelerated the amortization of the ROU assets to reduce the ROU assets carrying values to zero. The Company recognized a one-time charge of $
(7) Acquisition
Tridi
On January 2, 2023, the Company acquired Tridi Teknoloj A.S. (“Tridi”) located in Istanbul, Türkiye pursuant to a Share Purchase Agreement. The acquisition of Tridi extends the Company's marketplace capabilities in Europe and provides the Company with access to the Turkish market. The Company accounted for the acquisition as a business combination. The goodwill of $
13
was withheld and paid during the first quarter of 2024.
The following table (in thousands) summarizes the consideration paid for Tridi and the final fair value of the assets acquired and liabilities assumed on the acquisition date:
Consideration: |
|
|
|
|
Cash |
|
$ |
|
|
Settlement of preexisting relationship |
|
|
|
|
Fair value of contingent consideration |
|
|
|
|
Fair value of consideration |
|
|
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|
|
|
Current assets |
|
|
|
|
Property and equipment |
|
|
|
|
Intangible asset |
|
|
|
|
Current liabilities |
|
|
( |
) |
Total identifiable net assets assumed |
|
|
|
|
Goodwill |
|
|
|
|
Total |
|
$ |
|
|
The estimated fair value of the intangible asset acquired was determined by the Company. The Company engaged a third‑party expert to assist with the valuation analysis. The Company used a cost method to estimate the fair value of the vendor relationship using Level 3 inputs. The useful life of the vendor relationship is
Tridi’s results of operations were included in the Company's consolidated financial statements from the date of acquisition, January 2, 2023.
(8) Disaggregated Revenue and Cost of Revenue Information
The following table presents our revenue and cost of revenue disaggregated by line of business. Revenue from our marketplace primarily reflects the sales of parts and assemblies on our platform. Revenue from supplier services primarily includes the sale of digital advertising and marketing services, and to a lesser extent financial service products, SaaS products and tools and materials (our "tools and materials business", which we previously referred to as our "supplies business”).
Revenue and cost of revenue is presented in the following tables for the three and nine months ended September 30, 2024 and 2023, respectively (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Marketplace |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross Profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supplier Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross Profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
14
(9) Investment in Unconsolidated Joint Venture
The Company has a
The Company receives dividends from IM, LLC, which are recorded as a reduction to the Company's investment in unconsolidated joint venture on our Condensed Consolidated Balance Sheets. For the three months ended September 30, 2024 and 2023, the Company received dividends of $
(10) Stock Based Compensation
In 2014, the Company adopted a stock compensation plan (the "2014 Equity Incentive Plan") pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including prospective employees, directors, and consultants). This plan was terminated in
In 2016, the Company adopted a stock compensation plan (the “2016 Equity Incentive Plan”) pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including prospective employees, directors, and consultants).
In connection with the Company’s initial public offering on July 2, 2021, the Company's board of directors adopted the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). The 2021 Equity Incentive Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based awards and other awards, or collectively, awards. Awards may be granted to Xometry employees, Xometry’s non-employee directors and consultants/contractors and the employees and consultants/contractors of Xometry affiliates. ISOs may be granted only to Xometry employees and the employees of Xometry affiliates.
As of September 30, 2024, there were
15
Stock Options
A summary of the status of the Company’s stock option activity and the changes during the nine months ended September 30, 2024, are as follows (in millions, except share and per share amounts):
|
|
Number of |
|
|
Weighted |
|
|
Average |
|
|
Aggregate |
|
||||
Exercisable at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Expired |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Balance at September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercisable at September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At September 30, 2024, there was approximately $
The Company currently uses authorized and unissued shares to satisfy share award exercises.
Restricted Stock Units
A summary of the status of the Company’s restricted stock unit activity and the changes during the nine months ended September 30, 2024 are as follows (in millions, except share and per share amounts):
|
|
Number of |
|
|
Weighted |
|
|
Aggregate |
|
|||
Unvested RSUs as of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
— |
|
||
Vested |
|
|
( |
) |
|
|
|
|
|
— |
|
|
Forfeited and cancelled |
|
|
( |
) |
|
|
|
|
|
— |
|
|
Unvested RSUs as of September 30, 2024 |
|
|
|
|
|
|
|
|
|
|||
At September 30, 2024, there was approximately $
Performance Restricted Stock Units
A summary of the status of the Company's performance restricted stock unit activity and the changes during the nine months ended September 30, 2024 are as follows (in millions, except share and per share amounts):
|
|
Number of |
|
|
Weighted |
|
|
Aggregate |
|
|||
Unvested PRSUs as of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
— |
|
||
Vested |
|
|
- |
|
|
|
- |
|
|
|
— |
|
Forfeited and cancelled |
|
|
( |
) |
|
|
|
|
|
— |
|
|
Unvested PRSUs as of September 30, 2024 |
|
|
|
|
|
|
|
|
|
|||
16
At September 30, 2024, there was approximately $
Total stock-based compensation cost for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
Sales and marketing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operations and support |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(11) Income Taxes
A full valuation allowance has been established against our net U.S. federal and state deferred tax assets and foreign deferred tax assets, including net operating loss carryforwards.
The Company had less than $
(12) Net Loss Per Share Attributable to Common Stockholders
The Company computes net loss per share of Class A common stock, Class B common stock and participating securities using the two-class method. Basic and diluted EPS are the same for each class of common stock and participating securities because they are entitled to the same liquidation and dividend rights.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net income attributable to noncontrolling interest |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted, of Class A and Class B common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common stockholders, basic and diluted, of Class A and Class B common stock |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the occurrence of an event:
|
|
September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Stock options outstanding |
|
|
|
|
|
|
||
Unvested restricted stock units |
|
|
|
|
|
|
||
Unvested performance restricted stock units |
|
|
|
|
|
— |
|
|
Warrants outstanding |
|
|
— |
|
|
|
|
|
Shares reserved for charitable contribution |
|
|
|
|
|
|
||
Convertible notes |
|
|
|
|
|
|
||
Total shares |
|
|
|
|
|
|
||
17
(13) Debt Commitments and Contingencies
2027 Convertible Notes
In February 2022, we entered into a purchase agreement with certain counterparties for the sale of an aggregate of $
The 2027 Notes are unsecured obligations which bear regular interest at
The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of
We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 5, 2025 if the last reported sale price of our Class A common stock has been at least
Holders of the 2027 Notes may convert all or a portion of their 2027 Notes at their option prior to November 1, 2026, in multiples of $
On or after November 1, 2026, the 2027 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
Holders of the 2027 Notes who convert the 2027 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2027 Notes, or in connection with a redemption are entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the 2027 Notes may require us to repurchase all or a portion of the 2027 Notes at a price equal to
We accounted for the issuance of the 2027 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.
The following table presents the outstanding principal amount and carrying value of the 2027 Notes as of the dates indicated (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
Principal |
|
$ |
|
|
|
|
||
Unamortized debt discount |
|
|
( |
) |
|
|
( |
) |
Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Net carrying value |
|
$ |
|
|
|
|
||
18
The annual effective interest rate for the 2027 Notes was approximately
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Coupon interest |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of transaction costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
2027 Notes(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) As of September 30, 2024 and December 31, 2023, the fair value of the 2027 Notes was measured using Level 2 inputs based on the frequency of trading on our debt at the end of the year.
Contingencies
The Company from time to time may be subject to various claims and legal proceedings covering a range of matters that arise in the ordinary course of its business activities. In the opinion of the Company, although the outcome of any legal proceedings cannot be predicted with certainty, the ultimate liability of the Company in connection with its legal proceedings is not expected to have a material adverse effect on the Company’s financial position or operations.
Restructuring
In May 2023, the Company reduced its workforce to help manage its operating expenses. During the three months ended June 30, 2023, the Company incurred $
Exit from the Tools and Materials Business
The Company previously provided suppliers with access to competitively priced tools, materials and supplies in the U.S. As a result of the exit from the tools and materials business during the second quarter of 2023, the Company recognized $
Defined Contribution Plans
The Company sponsors a defined contribution plan for qualifying employees, including a 401(k) Plan in the United States to which it makes matching contributions of
(14) Segments
Xometry is organized in
19
The following tables reflect certain segment information for the three and nine months ended September 30, 2024 and 2023 (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Segment Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
International |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Segment Losses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
International |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
(15) Goodwill and Intangible Assets
The following tables summarize the Company’s intangible assets (dollars in thousands):
|
|
September 30, 2024 |
|
|||||||||||||
|
|
Weighted |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||
|
|
|
|
|||||||||||||
Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortizing intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer Relationships |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Trade Names |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Developed Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vendor Relationships |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Database |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subtotal intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
In-place Lease Intangible Asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Above Market Lease Intangible Asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total intangible assets |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
December 31, 2023 |
|
|||||||||||||
|
|
Weighted |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||
Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortizing intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer Relationships |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Trade Names |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Developed Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vendor Relationships |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Database |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subtotal intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
In-place Lease Intangible Asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Above Market Lease Intangible Asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total intangible assets |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
20
The following table provides a roll forward of the carrying amount of goodwill (in thousands):
|
|
|
|
|
|
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|
|
|
||
Balance as of January 1: |
|
|
|
|
|
|
||
Gross goodwill |
|
$ |
|
|
$ |
|
||
Accumulated impairments |
|
|
( |
) |
|
|
( |
) |
Net goodwill as of January 1 |
|
|
|
|
|
|
||
Goodwill acquired during the year(1) |
|
|
— |
|
|
|
|
|
Impact of foreign exchange |
|
|
|
|
|
|
||
Net goodwill as of September 30, 2024 and December 31, 2023: |
|
$ |
|
|
$ |
|
||
(1) See Note 7 - Acquisitions.
As of September 30, 2024 and December 31, 2023, Xometry had $
As of September 30, 2024, estimated amortization expense for intangible assets for the remainder of 2024 and the next five years is: $
Amortization expense for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Sales and marketing |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Product development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) Amortization of the lease related intangible assets is recorded as operating lease expense in general and administrative.
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed in Part II, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. Our historical results are not necessarily indicative of the results that may be expected in the future and our current quarterly results are not necessarily indicative of the results expected for the full year or any other period.
Overview
Xometry Inc. (“Xometry”, “Company”, “our” or “we”) was incorporated in the State of Delaware in May 2013. Xometry is a global artificial intelligence (“AI”) powered online marketplace connecting buyers with suppliers of manufacturing services, driving the digital transformation of one of the largest industries in the world. We use our proprietary AI, machine learning and cloud-based services, including our Thomasnet® platform, to help buyers efficiently source custom-manufactured parts and assemblies, and empower suppliers of manufacturing services to grow their businesses. Xometry’s corporate headquarters is located in North Bethesda, Maryland.
Our AI-enabled technology platform is powered by proprietary machine learning algorithms and datasets, resulting in a sophisticated two-sided marketplace that is rapidly digitizing the manufacturing industry. As a result, buyers can procure the products they want on demand, and suppliers can source new manufacturing opportunities that match their specific capabilities and capacity, ultimately resulting in locally resilient supply chains so goods can get to market faster. Every interaction on our marketplace provides rich data insights that allow us to continuously improve our AI models and create new products and services, fueling powerful network effects as we scale.
We use proprietary technology to enable product designers, engineers, buyers, and supply chain professionals to instantly access the capacity of a global network of manufacturing facilities. The Company’s platform makes it possible for buyers to quickly receive pricing, expected lead times, manufacturability feedback and place orders on the Company’s platform. The network allows the Company to provide high volumes of unique parts, including custom components and assemblies for its buyers.
Our mission is to accelerate innovation by providing real time, equitable access to global manufacturing capacity and demand. Our vision is to drive efficiency, sustainability and innovation for industries worldwide by lowering the barriers to entry to the manufacturing ecosystem.
Our business benefits from a virtuous network effect, because adding buyers to our platform generates greater demand on our marketplace which in turn attracts more suppliers to the platform, allowing us to rapidly scale and increase the number of manufacturing processes offered on our platform. In order to continue to meet the needs of buyers and remain highly competitive, we expect to continue to add suppliers to our platform that have new and innovative manufacturing processes. Thus, our platform is unbounded by the in-house manufacturing capacity and processes of our current suppliers.
We define “buyers” as individuals who have placed an order to purchase custom-manufactured, on-demand parts or assemblies on our marketplace. Our buyers include engineers, product designers, procurement and supply chain personnel, inventors, entrepreneurs and business owners from businesses of a variety of sizes, ranging from self-funded start-ups to Fortune 100 companies. We define “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. We define “suppliers” as individuals or businesses who have been approved by us to either manufacture a product on our platform for a buyer or have utilized our supplier services, including our financial services or the purchase of tools and materials (“our tools and materials business, which we previously referred to as our supplies business”).
The majority of our revenue is derived from the sale of part(s) and assemblies to our customers on our marketplace, which we refer to as marketplace revenue. The suppliers on our platform offer a diversified and expanding mix of manufacturing processes. These manufacturing processes include computer numerical control (“CNC”) manufacturing, sheet metal forming, sheet cutting, 3D printing (including fused deposition modeling, direct metal laser sintering, PolyJet, stereolithography, selective laser sintering, binder jetting, carbon digital light synthesis, multi jet fusion and lubricant sublayer photo-curing), die casting, stamping, injection molding, urethane casting, tube cutting, tube bending, as well as finishing services, rapid prototyping and high-volume production. Xometry's extensible technology platform allows the Company to add new technologies and processes to gain more wallet share with our buyers. We enable buyers to source these processes to meet complex and specific design and order needs across several industries, including Aerospace, Healthcare, Robotics, Industrial, Defense, Energy, Automotive, Government, Education and Consumer Goods.
We empower suppliers to grow their manufacturing businesses and improve machine uptime by providing access to an extensive, diverse base of buyers. We also offer suppliers supporting products and services to meet their unique needs. Through Thomasnet, a leading industrial sourcing platform in North America, we offer suppliers an array of digital advertising and marketing
22
services and data solutions. In addition, our suite of supplier services includes financial service products to stabilize and enhance cash flow and a cloud-based manufacturing execution system (“Workcenter”) to help suppliers optimize their productivity.
In 2021, we acquired Thomas Publishing Company and its subsidiaries (collectively, “Thomas”) and Fusiform, Inc. (d/b/a FactoryFour), expanding our basket of supplier services to include advertising and marketing services and Workcenter to help suppliers optimize their productivity. Our revenue from Thomas is primarily advertising revenue.
On January 2, 2023, we acquired Tridi Teknoloj A.S. (“Tridi”) located in Istanbul, Türkiye pursuant to a Share Purchase Agreement. The acquisition of Tridi extends our marketplace capabilities in Europe and provides us access to the Turkish market.
Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, fluctuations in inflation, the Russia-Ukraine war, conflict in the Middle East and other geopolitical tensions, have led to economic uncertainty globally. Historically, during periods of economic uncertainty and downturns, businesses may slow spending on information technology and manufacturing, which may impact our business and our customers’ businesses.
The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be harmed. For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
23
Key Marketplace Operational and Business Metrics
In addition to the measures presented in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, we use the following key operational and business metrics to help us evaluate our marketplace business, measure our performance, identify trends affecting our business, formulate business plans and develop forecasts, and make strategic decisions:
Active Buyers
We define Active Buyers as the number of buyers who have made at least one purchase on our marketplace during the last twelve months. An increase or decrease in the number of Active Buyers is a key indicator of our ability to attract, retain and engage buyers on our platform.
Active Buyers has consistently grown over time. The number of Active Buyers on our platform reached 64,851 as of September 30, 2024, up 24% from 52,382 as of September 30, 2023. The key drivers of Active Buyer growth are continued account and buyer engagement and the success of our strategy to attract new buyers.
Percentage of Revenue from Existing Accounts
We define an existing account as an account where at least one buyer has made a purchase on our marketplace. We believe the efficiency and transparency of our business model leads to increasing account stickiness and spend over time. Buyers can utilize our marketplace for both one-off and recurring manufacturing opportunities. For example, a buyer may choose to utilize our marketplace’s CNC manufacturing processes to manufacture a discrete component for a prototype, and then may choose to later use our marketplace to mass produce that same component. A buyer may also recommend our marketplace to other engineers within their organizations who are designing other products and who may use an entirely different set of manufacturing processes, deepening our reach and stickiness with an account.
24
For the quarter ended September 30, 2024, 97% of our revenue was generated from existing accounts. We believe the repeat purchase activity from existing accounts reflects the underlying strength of our business and provides us with substantial revenue visibility and predictability.
Accounts with Last Twelve-Month Spend of At Least $50,000
Accounts with Last Twelve-Month, or LTM, Spend of At Least $50,000 means an account that has spent at least $50,000 on our marketplace in the most recent twelve-month period. We view the acquisition of an account as a foundation for the addition of long-term buyers to our marketplace. Once an account joins our platform, we aim to expand the relationship and increase engagement and spending activities from that account over time. The number of accounts with LTM Spend of at least $50,000 on our platform reached 1,506 as of September 30, 2024, up 23% from 1,223 as of September 30, 2023.
25
Active Paying Suppliers
We define 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 tools and materials, on our platforms during the last twelve months. An increase or decrease in the number of Active Paying Suppliers is a key indicator of our ability to engage suppliers on our platform.
Active Paying Suppliers has changed over time. The number of Active Paying Suppliers on our platform was 6,762 as of September 30, 2024, down 9% from 7,415 as of September 30, 2023. The decline during the quarter ended September 30, 2024 is primarily due to our exit from the tools and materials business and the wind down of Thomas non-core services.
Adjusted EBITDA
We define Adjusted EBITDA as net loss, adjusted for interest expense, interest and dividend income, other expenses, provision for income taxes, 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, payroll tax expense related to stock-based compensation, lease abandonment, charitable contributions of common stock, income from an unconsolidated joint venture, impairment of assets, restructuring charges, costs to exit the tools and materials business and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance. Adjusted EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.
26
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net loss |
|
$ |
(10,199 |
) |
|
$ |
(12,010 |
) |
|
$ |
(40,507 |
) |
|
$ |
(56,912 |
) |
Add (deduct) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, interest and dividend income and other expenses |
|
|
(1,150 |
) |
|
|
(1,192 |
) |
|
|
(3,647 |
) |
|
|
(3,896 |
) |
Depreciation and amortization |
|
|
3,213 |
|
|
|
2,478 |
|
|
|
9,622 |
|
|
|
7,939 |
|
Amortization of lease intangible |
|
|
180 |
|
|
|
180 |
|
|
|
540 |
|
|
|
770 |
|
Provision for income taxes |
|
|
30 |
|
|
|
139 |
|
|
|
20 |
|
|
|
208 |
|
Stock-based compensation |
|
|
6,954 |
|
|
|
5,730 |
|
|
|
21,115 |
|
|
|
16,222 |
|
Payroll tax expense related to stock-based compensation(1) |
|
|
96 |
|
|
|
— |
|
|
|
876 |
|
|
|
— |
|
Lease abandonment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,706 |
|
Acquisition and other |
|
|
— |
|
|
|
117 |
|
|
|
686 |
|
|
|
343 |
|
Charitable contribution of common stock |
|
|
406 |
|
|
|
326 |
|
|
|
1,063 |
|
|
|
696 |
|
Income from unconsolidated joint venture |
|
|
(162 |
) |
|
|
(134 |
) |
|
|
(493 |
) |
|
|
(437 |
) |
Impairment of assets |
|
|
— |
|
|
|
151 |
|
|
|
— |
|
|
|
397 |
|
Restructuring charge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
738 |
|
Costs to exit the tools and materials business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
586 |
|
Adjusted EBITDA |
|
$ |
(632 |
) |
|
$ |
(4,215 |
) |
|
$ |
(10,725 |
) |
|
$ |
(24,640 |
) |
(1) In the second quarter of 2024, we changed the definition of Adjusted EBITDA to exclude payroll tax expense related to stock-based compensation. For prior periods, this amount was considered de minimis and, accordingly, we have not adjusted the Adjusted EBITDA amounts for such periods.
For the three months ended September 30, 2024, Adjusted EBITDA loss was $(0.6) million, as compared to Adjusted EBITDA loss of $(4.2) million for the same quarter in 2023. For the quarter ended September 30, 2024, Adjusted EBITDA Margin was (0.4)% of revenue, as compared to (3.5)% of revenue for the same quarter in 2023, driven primarily by increased operating efficiencies as we continue to grow our revenue and margins faster than our expenses.
For the nine months ended September 30, 2024, Adjusted EBITDA loss was $(10.7) million, as compared to Adjusted EBITDA loss of $(24.6) million for the same period in 2023. For the nine months ended September 30, 2024, Adjusted EBITDA Margin was (2.7)% of revenue, as compared to (7.3)% of revenue for the same period in 2023, driven primarily by increased operating efficiencies as we continue to grow our revenue and margins faster than our expenses.
27
Non-GAAP Net Income (Loss)
We define Non-GAAP net income (loss), as net income (loss) adjusted for depreciation and amortization, stock-based compensation, payroll tax expense related to stock-based compensation, amortization of lease intangible, amortization of deferred costs on convertible notes, loss (gain) on sale of property and equipment, charitable contributions of common stock, lease abandonment and termination, impairment of assets, restructuring charges, costs to exit the tools and materials business and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance.
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Non-GAAP Net Income (Loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(10,199 |
) |
|
$ |
(12,010 |
) |
|
$ |
(40,507 |
) |
|
$ |
(56,912 |
) |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
3,213 |
|
|
|
2,478 |
|
|
|
9,622 |
|
|
|
7,939 |
|
Stock-based compensation |
|
|
6,954 |
|
|
|
5,730 |
|
|
|
21,115 |
|
|
|
16,222 |
|
Payroll tax expense related to stock-based compensation(1) |
|
|
96 |
|
|
|
— |
|
|
|
876 |
|
|
|
— |
|
Amortization of lease intangible |
|
|
180 |
|
|
|
180 |
|
|
|
540 |
|
|
|
770 |
|
Amortization of deferred costs on convertible notes |
|
|
464 |
|
|
|
466 |
|
|
|
1,394 |
|
|
|
1,396 |
|
Acquisition and other |
|
|
— |
|
|
|
117 |
|
|
|
686 |
|
|
|
343 |
|
(Gain) loss on sale of property and equipment |
|
|
— |
|
|
|
— |
|
|
|
(23 |
) |
|
|
92 |
|
Charitable contribution of common stock |
|
|
406 |
|
|
|
326 |
|
|
|
1,063 |
|
|
|
696 |
|
Lease abandonment and termination |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,778 |
|
Impairment of assets |
|
|
— |
|
|
|
151 |
|
|
|
— |
|
|
|
397 |
|
Restructuring charge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
738 |
|
Costs to exit the tools and materials business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
586 |
|
Non-GAAP Net Income (Loss) |
|
$ |
1,114 |
|
|
$ |
(2,562 |
) |
|
$ |
(5,234 |
) |
|
$ |
(18,955 |
) |
(1) In the second quarter of 2024, we changed the definition of Non-GAAP Net Income (Loss) to exclude payroll tax expense related to stock-based compensation. For prior periods, this amount was considered de minimis and, accordingly, we have not adjusted the Non-GAAP Net Income (Loss) amounts for such periods.
For the three months ended September 30, 2024, Non-GAAP net income was $1.1 million, as compared to Non-GAAP net loss of $(2.6) million for the same quarter in 2023. For the quarter ended September 30, 2024, Non-GAAP net income (loss) was 0.8% of revenue, as compared to (2.2)% of revenue for the same quarter in 2023.
For the nine months ended September 30, 2024, Non-GAAP net loss was $(5.2) million, as compared to Non-GAAP net loss of $(19.0) million for the same period in 2023. For the nine months ended September 30, 2024, Non-GAAP net loss was (1.3)% of revenue, as compared to (5.7)% of revenue for the same period in 2023.
Adjusted EBITDA and Non-GAAP net income (loss) are non-GAAP financial measures that we use, in addition to our GAAP financial measures, to evaluate our business. We have included Adjusted EBITDA and Non-GAAP net income (loss) in this filing because they are key measures used by our management to evaluate our operating performance. Accordingly, we believe that Adjusted EBITDA and Non-GAAP net income (loss) provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Our calculation of Adjusted EBITDA and Non-GAAP net income (loss) may differ from similarly titled non-GAAP measures, if any, reported by our peer companies and therefore may not serve as an accurate basis of comparison among companies. Adjusted EBITDA and Non-GAAP net income (loss) should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
Components of Results of Operations
Revenue
Our marketplace revenue is primarily comprised of sales of parts and assemblies to customers through our platform. Buyers purchase specialized CNC manufacturing, sheet metal manufacturing, 3D printing, injection molding, urethane casting, tube cutting, tube bending and finishing services. Customer purchases range from rapid prototyping of single parts to high-volume production on our marketplace. These products are primarily manufactured by our network of suppliers.
Supplier services revenue includes the sale of marketing and advertising services, and to a lesser extent financial service products, SaaS-based solutions and the sale of tools and materials, which was discontinued during the second quarter of 2023.
28
Cost of Revenue
Marketplace cost of revenue primarily consists of the cost to us of the products that are manufactured or produced by us or our suppliers for delivery to buyers on our platform, internal and external production costs, shipping costs and certain internal depreciation. We expect cost of revenue to increase in absolute dollars to the extent our revenue increases and transaction volume increases. As we grow and add suppliers to our platform, we are able to improve our pricing efficiency, we expect cost of revenue to decline as a percentage of revenue over time.
Cost of revenue for supplier services primarily consists of internal and external production costs and website hosting.
Gross Profit
Gross profit, or revenue less cost of revenue, is primarily affected by the growth of our revenue. Our gross profit margin is primarily affected by liquidity of our suppliers’ network and the efficiency of our pricing and will be benefited by increasing the use of existing supplier services and the variety of supplier services offerings over time.
Operating Expenses
Our operating expenses consist of sales and marketing, operations and support, product development, general and administrative functions and impairment of assets.
Sales and Marketing
Sales and marketing expenses are expensed as incurred and include the costs of our digital marketing strategies, branding costs and other advertising costs, certain depreciation and amortization expense, contract acquisition costs and compensation expenses, including stock-based compensation, to our sales and marketing employees. We intend to continue to invest in our sales and marketing capabilities in the future to continue to increase our brand awareness, add new accounts and further penetrate existing accounts. We expect sales and marketing expense to increase in absolute dollars in the future as we grow our business, though in the near-term sales and marketing expenses may fluctuate from period-to-period based on the timing of our investments in our sales and marketing functions as these investments may vary in scope and scale over future periods.
Operations and Support
Operations and support expenses are the costs we incur in support of the buyers and suppliers on our platform which are provided by phone, email and chat for purposes of resolving buyer and suppliers related matters. These costs primarily consist of compensation expenses of the support staff, including stock-based compensation, certain depreciation and amortization expense and software costs used in delivering buyer and suppliers services. We expect operations and support expense to increase in absolute dollars in the future, though in the near-term operations and support expenses may fluctuate from period-to-period based on total revenue levels and the timing of our investments in our operations and support functions as these investments may vary in scope and scale over future periods.
Product Development
Product development costs that are not eligible for capitalization are expensed as incurred. This account also includes compensation expenses, including stock-based compensation expenses to our employees performing routine improvements and maintenance on our platforms not related to a specific capitalizable project, software costs and certain depreciation and amortization expense. We expect product development expense to increase in absolute dollars in the future, though in the near-term product development expenses may fluctuate from period-to-period based on total revenue levels and the timing of our investments in our product development functions as these investments may vary in scope and scale over future periods.
General and Administrative
General and administrative expenses primarily consist of compensation expenses, including stock-based compensation expenses, for executive, finance, legal and other administrative personnel, professional service fees and certain depreciation and amortization expense.
Other Income (Expenses)
Interest Expense
Interest expense consists of interest incurred on our outstanding borrowings under our outstanding convertible notes or other borrowings.
Interest and Dividend Income
Interest and dividend income consists of interest and dividends on our cash, cash equivalents and marketable securities.
Other Expenses
Other expenses consist primarily of realized foreign exchange gains and/or losses and other expenses.
29
Income from Unconsolidated Joint Venture
Income from unconsolidated joint venture consists of our share of the joint venture's income.
Results of Operations
Comparison of the Three Months Ended September 30, 2024 and 2023
The following table sets forth our unaudited statements of operations data for the periods indicated:
|
|
Three Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Revenue |
|
$ |
141,698 |
|
|
$ |
118,927 |
|
Cost of revenue |
|
|
85,873 |
|
|
|
72,678 |
|
Gross profit |
|
|
55,825 |
|
|
|
46,249 |
|
Operating expenses: |
|
|
|
|
|
|
||
Sales and marketing |
|
|
27,204 |
|
|
|
23,210 |
|
Operations and support |
|
|
14,698 |
|
|
|
12,622 |
|
Product development |
|
|
9,344 |
|
|
|
8,523 |
|
General and administrative |
|
|
16,060 |
|
|
|
14,940 |
|
Impairment of assets |
|
|
— |
|
|
|
151 |
|
Total operating expenses |
|
|
67,306 |
|
|
|
59,446 |
|
Loss from operations |
|
|
(11,481 |
) |
|
|
(13,197 |
) |
Other income (expenses): |
|
|
|
|
|
|
||
Interest expense |
|
|
(1,187 |
) |
|
|
(1,205 |
) |
Interest and dividend income |
|
|
2,781 |
|
|
|
2,994 |
|
Other expenses |
|
|
(444 |
) |
|
|
(597 |
) |
Income from unconsolidated joint venture |
|
|
162 |
|
|
|
134 |
|
Total other income |
|
|
1,312 |
|
|
|
1,326 |
|
Loss before income taxes |
|
|
(10,169 |
) |
|
|
(11,871 |
) |
Provision for income taxes |
|
|
(30 |
) |
|
|
(139 |
) |
Net loss |
|
|
(10,199 |
) |
|
|
(12,010 |
) |
Net income attributable to noncontrolling interest |
|
|
— |
|
|
|
13 |
|
Net loss attributable to common stockholders |
|
$ |
(10,199 |
) |
|
$ |
(12,023 |
) |
30
The following table sets forth our unaudited statements of operations data expressed as a percentage of total revenue for the periods indicated:
|
|
Three Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|
|
|
||
Revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of revenue |
|
|
60.6 |
% |
|
|
61.1 |
% |
Gross profit |
|
|
39.4 |
% |
|
|
38.9 |
% |
Operating expenses: |
|
|
|
|
|
|
||
Sales and marketing |
|
|
19.2 |
% |
|
|
19.5 |
% |
Operations and support |
|
|
10.4 |
% |
|
|
10.6 |
% |
Product development |
|
|
6.6 |
% |
|
|
7.2 |
% |
General and administrative |
|
|
11.3 |
% |
|
|
12.6 |
% |
Impairment of assets |
|
|
— |
% |
|
|
0.1 |
% |
Total operating expenses |
|
|
47.5 |
% |
|
|
50.0 |
% |
Loss from operations |
|
|
(8.1 |
)% |
|
|
(11.1 |
)% |
Other income (expenses): |
|
|
|
|
|
|
||
Interest expense |
|
|
(0.8 |
)% |
|
|
(1.0 |
)% |
Interest and dividend income |
|
|
2.0 |
% |
|
|
2.5 |
% |
Other expenses |
|
|
(0.3 |
)% |
|
|
(0.5 |
)% |
Income from unconsolidated joint venture |
|
|
0.1 |
% |
|
|
0.1 |
% |
Total other income |
|
|
1.0 |
% |
|
|
1.1 |
% |
Loss before income taxes |
|
|
(7.1 |
)% |
|
|
(10.0 |
)% |
Provision for income taxes |
|
|
— |
% |
|
|
(0.1 |
)% |
Net loss |
|
|
(7.1 |
)% |
|
|
(10.1 |
)% |
Net income attributable to noncontrolling interest |
|
|
— |
% |
|
|
— |
% |
Net loss attributable to common stockholders |
|
|
(7.1 |
)% |
|
|
(10.1 |
)% |
The following tables present our disaggregated revenue and cost of revenue. Revenue from our marketplace primarily reflects the sales of parts and assemblies on our platform. Revenue from supplier services primarily includes the sale of advertising and to a lesser extent financial service products and SaaS products.
Revenue and cost of revenue is presented in the following tables for the three months ended September 30, 2024 and 2023 (in thousands):
|
|
For the Three Months |
|
|||||
|
|
|
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Marketplace |
|
|
|
|
|
|
||
Revenue |
|
$ |
126,965 |
|
|
$ |
102,473 |
|
Cost of revenue |
|
|
84,347 |
|
|
|
70,578 |
|
Gross Profit |
|
$ |
42,618 |
|
|
$ |
31,895 |
|
Gross Margin |
|
|
33.6 |
% |
|
|
31.1 |
% |
|
|
|
|
|
|
|
||
Supplier services |
|
|
|
|
|
|
||
Revenue |
|
$ |
14,733 |
|
|
$ |
16,454 |
|
Cost of revenue |
|
|
1,526 |
|
|
|
2,100 |
|
Gross Profit |
|
$ |
13,207 |
|
|
$ |
14,354 |
|
Gross Margin |
|
|
89.6 |
% |
|
|
87.2 |
% |
Revenue
Total revenue increased $22.8 million, or 19%, from $118.9 million for the three months ended September 30, 2023 to $141.7 million for the three months ended September 30, 2024. This growth was a result of an increase in marketplace revenue, partially offset by a decrease in supplier services revenue. Marketplace revenue increased $24.5 million, or 24%, from $102.5 million for the three months ended September 30, 2023 to $127.0 million for the three months ended September 30, 2024. The increase in marketplace revenue was primarily due to increased buyer activity on the platform for the three months ended September 30, 2024 as compared to the prior year period.
31
Supplier services revenue decreased $1.7 million, or 10% from $16.5 million for the three months ended September 30, 2023 to $14.7 million for the three months ended September 30, 2024. The decrease in revenue was due to reductions in Thomas non-core services and to a lesser extent decreases in Thomas advertising and marketing services.
Total revenue for the three months ended September 30, 2024 and 2023 was $117.6 million and $103.4 million, respectively, for the U.S. operating segment and $24.1 million and $15.5 million, respectively, for the International operating segment.
Cost of Revenue
Total cost of revenue increased $13.2 million, or 18%, from $72.7 million for the three months ended September 30, 2023 to $85.9 million for the three months ended September 30, 2024. This increase was the result of an increase in marketplace cost of revenue offset by a decrease in supplier services costs of revenue. Total cost of revenue from marketplace and supplier services for the three months ended September 30, 2024 was $84.3 million and $1.5 million, respectively, as compared to $70.6 million and $2.1 million, respectively, for the three months ended September 30, 2023.
Marketplace cost of revenue was driven by order growth and increased activity on our marketplace.
Gross Profit and Margin
Gross profit increased $9.6 million, or 21%, from $46.2 million for the three months ended September 30, 2023 to $55.8 million for the three months ended September 30, 2024. The increase in gross profit was primarily due to increases in revenue from marketplace and improved marketplace gross margins as compared to the prior year period.
Gross margin for marketplace was 33.6% for the three months ended September 30, 2024, as compared to 31.1% for the three months ended September 30, 2023. The improvement over the prior year period was due largely to our AI-driven platform and expanding supplier network which optimizes pricing to buyers and suppliers. Gross margin for our supplier services was 89.6% for the three months ended September 30, 2024, as compared to 87.2% for the three months ended September 30, 2023. The increase in gross margin for supplier services is primarily due to a higher mix of advertising and marketing services revenue and the wind down of Thomas non-core services.
Operating Expenses
Sales and Marketing
Sales and marketing expense increased $4.0 million, or 17%, from $23.2 million for the three months ended September 30, 2023 to $27.2 million for the three months ended September 30, 2024, primarily due to increased marketing and advertising expense and additional sales and marketing employees and their compensation costs, including stock-based compensation. As a percent of total revenue, sales and marketing expenses decreased to 19.2% for the three months ended September 30, 2024 from 19.5% for the three months ended September 30, 2023.
Advertising expense increased 22%, from $7.7 million for the three months ended September 30, 2023 to $9.4 million for the three months ended September 30, 2024 due to increased marketplace and supplier services advertising.
Operations and Support
Operations and support expense increased $2.1 million, or 16%, from $12.6 million for the three months ended September 30, 2023 to $14.7 million for the three months ended September 30, 2024, primarily due to additional employees and their compensation cost, included stock based compensation. As a percent of total revenue, operations and support expenses decreased to 10.4% for the three months ended September 30, 2024 from 10.6% for the three months ended September 30, 2023.
Product Development
Product development expense increased $0.8 million, or 10%, from $8.5 million for the three months ended September 30, 2023 to $9.3 million for the three months ended September 30, 2024, primarily as result of increases in amortization expense related to capitalized internal-use software development costs and increases in software costs. As a percent of total revenue, product development expenses decreased to 6.6% for the three months ended September 30, 2024 as compared to 7.2% for the three months ended September 30, 2023.
General and Administrative
General and administrative expense increased $1.1 million, or 7%, from $14.9 million for the three months ended September 30, 2023 to $16.1 million for the three months ended September 30, 2024. The increase was due to an increase in general and administrative employees and their compensation costs, including stock-based compensation. As a percent of total revenue, general and administrative expenses decreased to 11.3% for the for the three months ended September 30, 2024 from 12.6% for the three months ended September 30, 2023.
32
Impairment of Assets
Impairment expense was $0.2 million for the three months ended September 30, 2023. There was no impairment for the three months ended September 30, 2024.
Other Income (Expenses)
Interest Expense
Interest expense remained flat at $1.2 million for the three months ended September 30, 2024 and 2023. Interest expense is primarily due to the interest on the 2027 convertible notes issued in February 2022.
Interest and Dividend Income
Interest and dividend income decreased $0.2 million, or 7%, from $3.0 million for the three months ended September 30, 2023 to $2.8 million for the three months ended September 30, 2024. Interest and dividend income is primarily due to dividend income from our marketable securities.
Other Expenses
Other expenses decreased by $0.2 million, primarily due to foreign exchange losses.
Income from Unconsolidated Joint Venture
Income from unconsolidated joint venture increased from $0.1 million for the three months ended September 30, 2023 to $0.2 million for the three months ended September 30, 2024.
Additional Segment Considerations
Total segment loss from our U.S. operating segment for the three months ended September 30, 2024 and 2023 was $4.2 million and $7.9 million, respectively. Total segment loss from our International operating segment for the three months ended September 30, 2024 and 2023 was $6.0 million and $4.1 million, respectively.
Comparison of the Nine Months Ended September 30, 2024 and 2023
The following table sets forth our unaudited statements of operations data for the periods indicated:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Revenue |
|
$ |
396,983 |
|
|
$ |
335,261 |
|
Cost of revenue |
|
|
240,379 |
|
|
|
206,087 |
|
Gross profit |
|
|
156,604 |
|
|
|
129,174 |
|
Operating expenses: |
|
|
|
|
|
|
||
Sales and marketing |
|
|
81,891 |
|
|
|
68,315 |
|
Operations and support |
|
|
42,918 |
|
|
|
39,450 |
|
Product development |
|
|
28,952 |
|
|
|
25,570 |
|
General and administrative |
|
|
47,470 |
|
|
|
56,479 |
|
Impairment of assets |
|
|
— |
|
|
|
397 |
|
Total operating expenses |
|
|
201,231 |
|
|
|
190,211 |
|
Loss from operations |
|
|
(44,627 |
) |
|
|
(61,037 |
) |
Other income (expenses): |
|
|
|
|
|
|
||
Interest expense |
|
|
(3,564 |
) |
|
|
(3,596 |
) |
Interest and dividend income |
|
|
8,275 |
|
|
|
8,648 |
|
Other expenses |
|
|
(1,064 |
) |
|
|
(1,156 |
) |
Income from unconsolidated joint venture |
|
|
493 |
|
|
|
437 |
|
Total other income |
|
|
4,140 |
|
|
|
4,333 |
|
Loss before income taxes |
|
|
(40,487 |
) |
|
|
(56,704 |
) |
Provision for income taxes |
|
|
(20 |
) |
|
|
(208 |
) |
Net loss |
|
|
(40,507 |
) |
|
|
(56,912 |
) |
Net income attributable to noncontrolling interest |
|
|
5 |
|
|
|
9 |
|
Net loss attributable to common stockholders |
|
$ |
(40,512 |
) |
|
$ |
(56,921 |
) |
33
The following table sets forth our unaudited statements of operations data expressed as a percentage of total revenue for the periods indicated:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|||||
Revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of revenue |
|
|
60.6 |
% |
|
|
61.5 |
% |
Gross profit |
|
|
39.4 |
% |
|
|
38.5 |
% |
Operating expenses: |
|
|
|
|
|
|
||
Sales and marketing |
|
|
20.6 |
% |
|
|
20.4 |
% |
Operations and support |
|
|
10.8 |
% |
|
|
11.8 |
% |
Product development |
|
|
7.3 |
% |
|
|
7.6 |
% |
General and administrative |
|
|
12.0 |
% |
|
|
16.8 |
% |
Impairment of assets |
|
|
— |
% |
|
|
0.1 |
% |
Total operating expenses |
|
|
50.7 |
% |
|
|
56.7 |
% |
Loss from operations |
|
|
(11.3 |
)% |
|
|
(18.2 |
)% |
Other income (expenses): |
|
|
|
|
|
|
||
Interest expense |
|
|
(0.9 |
)% |
|
|
(1.1 |
)% |
Interest and dividend income |
|
|
2.1 |
% |
|
|
2.6 |
% |
Other expenses |
|
|
(0.3 |
)% |
|
|
(0.3 |
)% |
Income from unconsolidated joint venture |
|
|
0.1 |
% |
|
|
0.1 |
% |
Total other income |
|
|
1.0 |
% |
|
|
1.3 |
% |
Loss before income taxes |
|
|
(10.3 |
)% |
|
|
(16.9 |
)% |
Provision for income taxes |
|
|
— |
% |
|
|
(0.1 |
)% |
Net loss |
|
|
(10.3 |
)% |
|
|
(17.0 |
)% |
Net income attributable to noncontrolling interest |
|
|
— |
% |
|
|
— |
% |
Net loss attributable to common stockholders |
|
|
(10.3 |
)% |
|
|
(17.0 |
)% |
The following tables present our disaggregated revenue and cost of revenue. Revenue from our marketplace primarily reflects the sales of parts and assemblies on our platform. Revenue from supplier services primarily includes the sale of advertising and to a lesser extent financial service products, SaaS products and tools and materials.
Revenue and cost of revenue is presented in the following tables for the nine months ended September 30, 2024 and 2023 (in thousands):
|
|
For the Nine Months |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Marketplace |
|
|
|
|
|
|
||
Revenue |
|
$ |
351,438 |
|
|
$ |
282,664 |
|
Cost of revenue |
|
|
235,278 |
|
|
|
196,240 |
|
Gross Profit |
|
$ |
116,160 |
|
|
$ |
86,424 |
|
Gross Margin |
|
|
33.1 |
% |
|
|
30.6 |
% |
|
|
|
|
|
|
|
||
Supplier services |
|
|
|
|
|
|
||
Revenue |
|
$ |
45,545 |
|
|
$ |
52,597 |
|
Cost of revenue |
|
|
5,101 |
|
|
|
9,847 |
|
Gross Profit |
|
$ |
40,444 |
|
|
$ |
42,750 |
|
Gross Margin |
|
|
88.8 |
% |
|
|
81.3 |
% |
Revenue
Total revenue increased $61.7 million, or 18%, from $335.3 million for the nine months ended September 30, 2023 to $397.0 million for the nine months ended September 30, 2024. This growth was a result of an increase in marketplace revenue, partially offset by a decrease in supplier services revenue. Marketplace revenue increased $68.8 million, or 24%, from $282.7 million for the nine months ended September 30, 2023 to $351.4 million for the nine months ended September 30, 2024. The increase in marketplace revenue was primarily due to increased buyers activity on the platform for the nine months ended September 30, 2024, as compared to the prior year period.
34
Supplier services revenue decreased $7.1 million, or 13%, from $52.6 million for the nine months ended September 30, 2023 to $45.5 million for the nine months ended September 30, 2024. The decrease in revenue was primarily due to our exit from the tools and materials business in the U.S. during the second quarter of 2023, a decrease in Thomas non-core services and to a lesser extent a decrease in Thomas advertising and marketing service.
Total revenue for the nine months ended September 30, 2024 and 2023 was $333.1 million and $292.7 million, respectively, for the U.S. operating segment, and $63.9 million and $42.5 million, respectively, for the International operating segment.
Cost of Revenue
Total cost of revenue increased $34.3 million, or 17%, from $206.1 million for the nine months ended September 30, 2023 to $240.4 million for the nine months ended September 30, 2024. This increase was primarily the result of an increase in marketplace cost of revenue offset by a decrease in supplier services costs of revenue. Total cost of revenue from marketplace and supplier services for the nine months ended September 30, 2024 was $235.3 million and $5.1 million, respectively, as compared to $196.2 million and $9.8 million, respectively, for the nine months ended September 30, 2023.
Marketplace cost of revenue was driven by increased payments to suppliers on our platform due to order growth and increased activity on our marketplace.
Gross Profit and Margin
Gross profit increased $27.4 million, or 21%, from $129.2 million for the nine months ended September 30, 2023 to $156.6 million for the nine months ended September 30, 2024. The increase in gross profit was primarily due to increases in revenue from marketplace and improved marketplace gross margins as compared to the prior year period.
Gross margin for marketplace was 33.1% for the nine months ended September 30, 2024, as compared to 30.6% for the nine months ended September 30, 2023. The improvement over the prior year period was due largely to our AI-driven platform and expanding supplier network which optimizes pricing to buyers and suppliers. Gross margin for our supplier services increased to 88.8% for the nine months ended September 30, 2024 from 81.3% for the nine months ended September 30, 2023. The increase in gross margin for supplier services is primarily due to a higher mix of advertising and marketing services revenue and the exit from the lower margin tools and materials business.
Operating Expenses
Sales and Marketing
Sales and marketing expense increased $13.6 million, or 20%, from $68.3 million for the nine months ended September 30, 2023 to $81.9 million for the nine months ended September 30, 2024, primarily due to additional sales and marketing employees and their compensation costs, including stock-based compensation and to a lesser extent advertising expense. As a percent of total revenue, sales and marketing expenses increased to 20.6% for the nine months ended September 30, 2024 from 20.4% for the nine months ended September 30, 2023.
Advertising expense increased 13%, from $23.4 million for the nine months ended September 30, 2023 to $26.5 million for the nine months ended September 30, 2024 due to increased marketplace and supplier services advertising.
Operations and Support
Operations and support expense increased $3.5 million, or 9%, from $39.5 million for the nine months ended September 30, 2023 to $42.9 million for the nine months ended September 30, 2024, primarily due to hiring of additional operations and support employees and their compensation costs including stock-based compensation. As a percent of total revenue, operations and support expenses decreased to 10.8% for the nine months ended September 30, 2024 from 11.8% for the nine months ended September 30, 2023.
Product Development
Product development expense increased $3.4 million, or 13%, from $25.6 million for the nine months ended September 30, 2023 to $29.0 million for the nine months ended September 30, 2024, primarily as result of increases in amortization expense related to developed software assets and additional software costs. As a percent of total revenue, product development expenses decreased to 7.3% for the nine months ended September 30, 2024 from 7.6% for the nine months ended September 30, 2023.
General and Administrative
General and administrative expense decreased $9.0 million, or 16%, from $56.5 million for the nine months ended September 30, 2023 to $47.5 million for the nine months ended September 30, 2024. The primary driver of the decrease was due to the abandonment of multiple company leases resulting in a one-time $8.7 million charge in operating lease expense in the second
35
quarter of 2023 and a decrease in the facilities cost for the abandoned locations. As a percent of total revenue, general and administrative expenses decreased to 12.0% for the nine months ended September 30, 2024 from 16.8% for the nine months ended September 30, 2023.
Impairment of Assets
Impairment expense was $0.4 million for the nine months ended September 30, 2023. There was no impairment expense for the nine months ended September 30, 2024.
Other (Expenses) Income
Interest Expense
Interest expense remained flat at $3.6 million for the nine months ended September 30, 2024 and 2023. Interest expense is primarily due to the interest on the 2027 convertible notes issued in February 2022.
Interest and Dividend Income
Interest and dividend income decreased by $0.4 million, or 4%, from $8.6 million for the nine months ended September 30, 2023 to $8.3 million for the nine months ended September 30, 2024. Interest and dividend income is primarily due to dividend income from our marketable securities.
Other Expenses
Other expenses decreased $0.1 million from $1.2 million for the nine months ended September 30, 2023 to $1.1 million for the nine months ended September 30, 2024 primarily due to decrease in various non-income based taxes.
Income from Unconsolidated Joint Venture
Income from unconsolidated joint venture increased $0.1 million from $0.4 million for the nine months ended September 30, 2023 to $0.5 million for the nine months ended September 30, 2024.
Additional Segment Considerations
Total segment loss from our U.S. operating segment for the nine months ended September 30, 2024 and 2023, was $23.1 million and $43.7 million, respectively. Total segment loss from our International operating segment for the nine months ended September 30, 2024 and 2023, was $17.4 million and $13.2 million, respectively.
36
Liquidity and Capital Resources
General
We have financed our operations primarily through sales of our equity securities and borrowings under our convertible notes. As of September 30, 2024, our cash and cash equivalents and marketable securities totaled $234.0 million. We believe our existing cash and cash equivalents and marketable securities will be sufficient to support our working capital and capital expenditure requirements for at least the next twelve months. We believe we will meet our longer-term expected future cash requirements primarily from a combination of cash flow from operating activities and available cash and cash equivalents and marketable securities. We may also engage in equity or debt financings to secure additional funds. Our future capital requirements will depend on many factors, including our revenue growth rate, receivable and payable cycles, the timing and extent of investments in product development, sales and marketing, operations and support and general and administrative expenses.
Our capital expenditures consist primarily of internal-use software costs, manufacturing equipment, computers and peripheral equipment, furniture and fixtures and leasehold improvements and patents.
Convertible Notes due 2027
In February 2022, we entered into a purchase agreement with certain counterparties for the sale of an aggregate of $287.5 million principal amount of convertible senior notes due in 2027 (the “2027 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2027 Notes consisted of a $250 million initial placement and an over-allotment option that provided the initial purchasers of the 2027 Notes with the option to purchase an additional $37.5 million aggregate principal amount of the 2027 Notes, which was fully exercised. The 2027 Notes were issued pursuant to an indenture dated February 4, 2022. The net proceeds from the issuance of the 2027 Notes were $278.2 million, net of debt issuance costs. The debt issuance costs are amortized to interest expense using the effective interest rate method.
The 2027 Notes are unsecured obligations which bear regular interest at 1% per annum and for which the principal balance will not accrete. Interest payments are due on February 1 and August 1 of each year the Notes remain outstanding. The 2027 Notes will mature on February 1, 2027 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.
The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 17.8213 shares of Class A common stock per $1,000 principal amount of 2027 Notes, which is equivalent to an initial conversion price of approximately $56.11 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2027 Notes.
We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 5, 2025 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest or additional interest, if any.
Holders of the 2027 Notes may convert all or a portion of their 2027 Notes at their option prior to November 1, 2026, in multiples of $1,000 principal amounts, only under the following circumstances:
On or after November 1, 2026, the 2027 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
Holders of the 2027 Notes who convert the 2027 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2027 Notes, or in connection with a redemption are entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the 2027 Notes may require us to repurchase all or a portion of the 2027 Notes at a price equal to 100% of the principal amount of 2027 Notes, plus any accrued and unpaid special interest, if any.
37
We accounted for the issuance of the 2027 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.
As of September 30, 2024, the 2027 Notes have a carrying value of $283.2 million with an effective annual interest rate of 1.6%.
We may, from time to time, repurchase our convertible senior notes using cash on hand, either on the open market or in privately negotiated transactions.
Cash Flows
The following table presents a summary of our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2024 and 2023.
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Net cash used in operating activities |
|
$ |
(24,469 |
) |
|
$ |
(28,583 |
) |
Net cash (used in) provided by investing activities |
|
|
(14,734 |
) |
|
|
6,181 |
|
Net cash provided by financing activities |
|
|
3,215 |
|
|
|
1,428 |
|
Operating Activities
For the nine months ended September 30, 2024, net cash used in operating activities was $24.5 million, primarily due to a net loss of $(40.5) million adjusted for non-cash charges of $36.5 million and a net decrease in our operating assets and liabilities of $(20.5) million. The non-cash adjustments primarily relate to stock-based compensation of $21.1 million, depreciation and amortization of $9.6 million, and a $3.3 million of reduction to our right of use lease assets. The net decrease in operating assets and liabilities is primarily driven by changes in accounts payable of $18.3 million due to the timing of payments, accounts receivable of $8.3 million due to increased sales and reductions in lease liabilities of $5.1 million, offset by changes in accrued expenses of $6.8 million and other assets of $4.4 million.
For the nine months ended September 30, 2023, net cash used in operating activities was $28.6 million, primarily due to a net loss of $(56.9) million adjusted for non-cash charges of $40.3 million and a net decrease in our operating assets and liabilities of $(12.0) million. The non-cash adjustments primarily relate to stock-based compensation of $16.2 million, $13.3 million of reduction to our right of use lease assets, and depreciation and amortization of $7.9 million. The net decrease in operating assets and liabilities is primarily driven by changes in accounts receivable of $14.9 million and lease liabilities of $3.8 million, offset by changes in contract liabilities of $1.2 million, accrued expenses of $1.0 million, prepaid expenses of $2.3 million and other assets of $1.4 million.
Investing Activities
For the nine months ended September 30, 2024, net cash used by investing activities was $14.7 million, primarily due to the purchase of marketable securities $16.3 million and purchase of property and equipment (which includes the internal-use software development costs) of $13.6 million offset by the sale of marketable securities of $15.0 million.
For the nine months ended September 30, 2023, net cash provided by investing activities was $6.2 million, primarily due to the proceeds from the sale of marketable securities of $30.0 million offset by the purchase of property and equipment (which includes internal-use software development costs) of $12.1 million, $8.6 million for the purchase of marketable securities, and $3.3 million for the acquisition of Tridi.
Financing Activities
For the nine months ended September 30, 2024, net cash provided by financing activities was $3.2 million, relating to proceeds from the exercise of stock options.
For the nine months ended September 30, 2023, net cash provided by financing activities was $1.4 million, relating to proceeds from the exercise of stock options.
Critical Accounting Estimates
Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected. For additional information about our critical accounting policies and estimates, see the disclosure included in our Annual Report on Form 10-K for the year ended December 31,
38
2023 as well as Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting policies and accounting estimates as compared to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Recent Accounting Pronouncements
For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure to potential changes in interest rates. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
Foreign Currency Exchange Risk
Our U.S. revenue and costs are principally denominated in U.S. dollars and are not subject to foreign currency exchange risk. Our International operating segment generates revenue outside of the United States that is denominated in currencies other than the U.S. dollar. Our results of operations are impacted by changes in exchange rates. Outside the U.S., our International operations generate approximately 16% of our revenues, of which a majority is generated in Euros. If the average exchange rate of Euros changed unfavorably by 10%, our revenues for the nine months ended September 30, 2024 would have decreased by 1.3%. During the nine months ended September 30, 2024, our revenues were not materially impacted as the average exchange rate remained consistent between the nine month period ended September 30, 2023 and September 30, 2024.
Inflation Risk
We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. If our costs were to become subject to significant inflationary pressures such as those caused by geopolitical tensions, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, results of operations and financial condition.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2024.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
39
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
40
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are involved in various claims and legal actions that arise in the ordinary course of business. We are not a party to any legal proceedings, that individually or in the aggregate, are reasonably expected to have a material adverse effect on our consolidated results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more matters could have a material adverse effect on our consolidated results of operations, financial condition or cash flows.
For the period ended September 30, 2024, there were no material legal proceedings brought against us nor were there any material developments to any ongoing legal proceedings which constituted reportable events.
Item 1A. Risk Factors.
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in our Annual Report on Form 10‑K for the year ended December 31, 2023 under Part I, Item 1A, "Risk Factors,” together with all of the other information in this Quarterly Report on Form 10-Q, including the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.
There have been no material changes to our risk factors as previously disclosed in Item 1A. contained in Part I of our Annual Report on Form 10‑K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Securities and Exchange Act of 1934, as amended) adopted or terminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below.
|
|
|
|
|
|
Type of Trading Arrangement |
|
|
|
|
|
|
|
|
|
||||
Name and Position |
|
Action |
|
Adoption/Termination Date |
|
Rule 10b5-1* |
Non-Rule 10b5-1** |
|
|
Total Shares of Class A Common Stock to be Sold |
|
|
Total Shares of Class A Common Stock to be Purchased |
|
|
Expiration Date |
|||
|
|
|
X |
|
- |
|
|
|
|
|
|
- |
|
|
|||||
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “
41
Item 6. Exhibits.
The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are herein incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
Exhibit Number |
|
Description |
|
|
|
3.1 |
|
|
3.2 |
|
|
31.1* |
|
|
31.2* |
|
|
32.1** |
|
|
32.2** |
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
42
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 5, 2024 |
|
By: |
/s/ Randolph Altschuler |
|
|
|
Randolph Altschuler |
|
|
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
|
|
|
Date: November 5, 2024 |
|
By: |
/s/ James Miln |
|
|
|
James Miln |
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
43