UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2024
________________________
MATTERPORT, INC.
(Exact name of registrant as specified in its charter)
________________________
Delaware001-3979085-1695048
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
352 East Java Drive
Sunnyvale, CA 94089
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650) 641-2241
N/A
(Former name or former address, if changed since last report.)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Class A Common Stock, par value of $0.0001 per shareMTTRThe Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02.    Results of Operations and Financial Condition.
On November 12, 2024, Matterport, Inc. (the “Company”) issued a press release announcing its financial and operational results for the third quarter of 2024. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to this Item 2.02 and Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 7.01.    Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated herein by reference.


Item 9.01.    Financial Statement and Exhibits.
(d)List of Exhibits.
Exhibit
No.		Description
99.1
Press release dated November 12, 2024 of Matterport, Inc.
104Cover Page Interactive Data File (formatted as Inline XBRL).


SIGNATURE
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 hereunto duly authorized.
Matterport, Inc.
Date: November 12, 2024
By:/s/ James D. Fay
Name:James D. Fay
Title:Chief Financial Officer

 

Exhibit 99.1
Matterport Announces Record Third Quarter 2024 Financial Results
•Record total revenue of $43.8 million, up 8% year-over-year
•Q3 annualized recurring revenue crosses $100 million milestone, up 11% year-over-year
•Net loss improved 14% year-over-year; Non-GAAP net loss improved 80% year-over-year
•Total subscribers grew to 1.1 million, up 25% year-over-year
•Square feet under management reached 47.3 billion, up 34% from prior year
SUNNYVALE, Calif. — November 12, 2024 — Matterport, Inc. (Nasdaq: MTTR) (“Matterport” or the “Company”), the leading spatial data company driving the digital transformation of the built world, today announced financial results for the quarter ended September 30, 2024.
“I’m pleased to share our third-quarter 2024 results, highlighting our continued success driving efficient growth,” said RJ Pittman, Chairman and CEO of Matterport. “Total square feet managed reached 47.3 billion, up 34% year-over-year, with annual recurring revenue hitting a record $101.5 million, an 11% increase year-over-year,” Pittman added. “Our Fall 2024 Release introduced groundbreaking AI-powered tools designed to elevate digital twin applications and real estate listings. With one-click defurnishing and automated property descriptions from a Matterport digital twin, customers save time, streamline workflows, and enhance their listings. Features like 3D model merge, field tags, and bill-back processing bring unmatched speed, efficiency, and precision to managing spaces at scale for agents, contractors, and enterprise teams alike.”
“We believe our innovation pipeline is the strongest it’s ever been, and with customers raving about our Fall 2024 Release, we’re setting the stage for more bold, product-led growth in 2025,” Pittman concluded.
“Our strong third quarter performance propelled the company to a new record for total revenue, $43.8 million, up 8% year-over-year” said JD Fay, Chief Financial Officer of Matterport. “Further, our continued focus on operating expense discipline helped deliver near break-even results, yielding a non-GAAP loss per share of just $0.01. These results demonstrate that customers continue to adopt Matterport while underscoring our commitment to growth and profitability.”
Third Quarter 2024 Financial Highlights
•Square feet under management reached 47.3 billion, up 34% year-over-year
•Spaces under management reached 13.6 million, up 22% year-over-year
•Total subscribers reached 1.1 million, up 25% year-over-year
•Subscription revenue of $25.4 million, up 11% year-over-year
•Annualized Recurring Revenue (ARR) was $101.5 million
•Total revenue was $43.8 million
•Net loss of $0.12 per share; Non-GAAP net loss of $0.01 per share, which is a 75% improvement year-over-year
•Cash used in operating activities was $18.6 million for the first nine months of 2024, a 61% improvement year-over-year



Recent Business Highlights
•Announced the Fall 2024 Release, a groundbreaking suite of new tools designed to reshape the way professionals design, build, and market properties. Through the power of generative AI, Matterport users can now easily reimagine the potential of any space, transforming digital twins from static replicas into dynamic canvases for creativity.
•Announced that Matterport is contributing to the promotion of digital twin use by Tokyu Construction Co., Ltd., an advanced digital utilization company in civil engineering and infrastructure construction. Matterport's digital twin solutions are used in a wide range of phases of construction projects, including current status surveys, completed form management, streamlining and enhancing the scanning of point cloud data, and facilitating consensus building and communication among construction-related parties.
•In August, Matterport released its third Environmental, Social, and Governance Report which sets ambitious targets for the Company’s top ESG priorities, including reducing emissions and fostering gender equality in the workplace. The new Report also showcases the Company’s success helping its more than one million subscribers reduce their own carbon emissions by using Matterport’s digital twins to reduce travel to the more than 13 million spaces that are on the Matterport digital twin platform.

Transaction with CoStar Group, Inc.
Given the pending acquisition of Matterport by CoStar Group, Inc. that was announced on April 22, 2024, Matterport will not be holding a conference call or live webcast to discuss quarterly financial results. Also, in light of the pending transaction, the Company had previously suspended its financial guidance for the full fiscal year 2024 and will not be providing financial guidance for the upcoming fiscal quarter. At a special meeting of stockholders held on July 26, 2024, Matterport stockholders approved the transaction with CoStar Group, Inc. The completion of the transaction remains subject to the expiration or termination of the waiting period imposed by the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of the other closing conditions specified in Matterport’s agreement with CoStar Group, Inc. The transaction is expected to close in the fourth quarter of 2024 or the first quarter of 2025.



Non-GAAP Financial Information
Matterport has provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (GAAP). We believe that the presentation of non-GAAP financial information provides important supplemental information to management and investors regarding financial and business trends relating to Matterport’s financial condition and results of operations.
The presentation of these non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP. For further information regarding these non-GAAP measures, including the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, please refer to the financial tables below.
Non-GAAP Net Loss and Non-GAAP Net Loss Per Share, Basic and Diluted. Matterport defines non-GAAP net loss as net loss, adjusted to exclude stock-based compensation-related charges (including share-based payroll tax expense), fair value change of warrants liability, amortization of acquired intangible assets, litigation expense, and acquisition-related transaction costs, in order to provide investors and management with greater visibility to the underlying performance of Matterport’s recurring core business operations. We define non-GAAP net loss per share, as non-GAAP net loss divided by the weighted-average shares outstanding, which includes the dilutive effect of potentially diluted common stock equivalents outstanding during the period if any.
About Matterport
Matterport, Inc. (Nasdaq: MTTR) is leading the digital transformation of the built world. Our groundbreaking spatial data platform turns buildings into data to make nearly every space more valuable and accessible. Millions of buildings in more than 177 countries have been transformed into immersive Matterport digital twins to improve every part of the building lifecycle from planning, construction, and operations to documentation, appraisal and marketing. Learn more at matterport.com and browse a gallery of digital twins.
©2024 Matterport, Inc. All rights reserved. Matterport is a registered trademark and the Matterport logo is a trademark of Matterport, Inc. All other marks are the property of their respective owners.
Investor Contact:
ir@matterport.com
Media Contact:
press@matterport.com



Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the proposed transaction, the products and services offered by Matterport and the markets in which Matterport operates, business strategies, debt levels, industry environment including the global supply chain, potential growth opportunities, and the effects of regulations and Matterport’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including the inability to consummate the proposed transaction with CoStar Group, Inc. (the “proposed transaction”) within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals, or to satisfy the other conditions to the consummation of the proposed transaction; the risk that the proposed transaction disrupts Matterport’s current plans and operations or diverts management’s attention from its ongoing business; the effects of the proposed transaction on Matterport’s business, operating results, and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Matterport does business; the risk that Matterport’s stock price may decline significantly if the proposed transaction is not consummated; the nature, cost and outcome of any legal proceedings related to the proposed transaction; Matterport’s ability to grow market share in existing markets or any new markets Matterport may enter; Matterport’s ability to respond to general economic conditions; supply chain disruptions; Matterport’s ability to manage growth effectively; Matterport’s success in retaining or recruiting officers, key employees or directors, or changes required in the retention or recruitment of officers, key employees or directors; the impact of restructuring plans; the impact of the regulatory environment and complexities with compliance related to such environment; factors relating to Matterport’s business, operations and financial performance, including the impact of infectious diseases, health epidemics and pandemics; Matterport’s ability to maintain an effective system of internal controls over financial reporting; Matterport’s ability to achieve and maintain profitability in the future; Matterport’s ability to access sources of capital; Matterport’s ability to maintain and enhance Matterport’s products and brand, and to attract customers; Matterport’s ability to manage, develop and refine Matterport’s technology platform; the success of Matterport’s strategic relationships with third parties; Matterport’s history of losses and whether Matterport will continue to incur continuing losses for the foreseeable future; Matterport’s ability to protect and enforce Matterport’s intellectual property rights; Matterport’s success in defending or appealing any pending or future litigation, claims or demands; Matterport’s ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; Matterport’s ability to attract and retain new subscribers; the size of the total addressable market for Matterport’s products and services; the continued adoption of spatial data; any inability to complete acquisitions and integrate acquired businesses; general economic uncertainty and the effect of general economic conditions in Matterport’s industry; environmental uncertainties and risks related to adverse weather conditions and natural disasters; the volatility of the market price and liquidity of Matterport’s Class A common stock and other securities; the increasingly competitive environment in which Matterport operates; and other factors detailed under the section entitled “Risk Factors” in Matterport’s Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in documents filed by Matterport from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Matterport assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Matterport does not give any assurance that it will achieve its expectations.



MATTERPORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Revenue:
Subscription$25,365 $22,878 $73,535 $63,647 
Services11,085 9,936 31,069 29,324 
Product7,343 7,828 21,277 25,232 
Total revenue43,793 40,642 125,881 118,203 
Costs of revenue:
Subscription8,236 7,379 24,124 21,576 
Services7,445 6,725 21,748 20,978 
Product6,412 6,641 19,337 23,377 
Total costs of revenue22,093 20,745 65,209 65,931 
Gross profit21,700 19,897 60,672 52,272 
Operating expenses:
Research and development15,261 15,577 45,521 52,711 
Selling, general, and administrative50,464 53,719 150,069 164,660 
Litigation expense— — 95,000 — 
Total operating expenses65,725 69,296 290,590 217,371 
Loss from operations(44,025)(49,399)(229,918)(165,099)
Other income (expense):
Interest income3,211 1,573 8,098 4,525 
Change in fair value of warrants liability169 513 (895)564 
Other income2,311 2,669 6,762 5,075 
Total other income5,691 4,755 13,965 10,164 
Loss before provision for income taxes(38,334)(44,644)(215,953)(154,935)
Provision for income taxes67 110 162 197 
Net loss$(38,401)$(44,754)$(216,115)$(155,132)
Net loss per share, basic and diluted$(0.12)$(0.15)$(0.68)$(0.52)
Weighted-average shares used in per share calculation, basic and diluted321,151 303,432 317,002 298,226 


MATTERPORT INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 September 30,December 31,
 20242023
ASSETS
Current assets:
Cash and cash equivalents$63,358 $82,902 
Restricted cash95,182 — 
Short-term investments206,818 305,264 
Accounts receivable, net
14,918 16,925 
Inventories7,582 9,115 
Prepaid expenses and other current assets9,145 8,635 
Total current assets397,003 422,841 
Property and equipment, net30,356 32,471 
Operating lease right-of-use assets226 625 
Long-term investments39,824 34,834 
Goodwill69,593 69,593 
Intangible assets, net7,792 9,120 
Other assets8,129 7,671 
Total assets$552,923 $577,155 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable$7,812 $7,586 
Deferred revenue26,885 23,294 
Accrued expenses and other current liabilities108,308 13,354 
Total current liabilities143,005 44,234 
Warrants liability1,185 290 
Deferred revenue, non-current1,969 3,141 
Other long-term liabilities— 206 
Total liabilities146,159 47,871 
Commitments and contingencies
Stockholders’ equity:
        Common stock
32 31 
Additional paid-in capital1,400,614 1,307,324 
Accumulated other comprehensive income707 403 
Accumulated deficit(994,589)(778,474)
Total stockholders’ equity406,764 529,284 
Total liabilities and stockholders’ equity$552,923 $577,155 


MATTERPORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
 Nine Months Ended September 30,
 20242023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(216,115)$(155,132)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization17,284 14,130 
Accretion of discounts, net of amortization of investment premiums(7,049)(5,511)
Stock-based compensation, net of amounts capitalized84,821 90,674 
Cease use of certain leased facilities— 123 
Change in fair value of warrants liability895 (564)
Deferred income taxes— (185)
Allowance for doubtful accounts525 150 
Loss from excess inventory and purchase obligation— 1,592 
Other(61)(60)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable1,482 3,489 
Inventories1,532 (6,833)
Prepaid expenses and other assets656 2,491 
Accounts payable226 263 
Deferred revenue2,419 6,527 
Accrued expenses and other liabilities94,750 529 
Net cash used in operating activities(18,635)(48,317)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment(170)(112)
Capitalized software and development costs(6,846)(7,528)
Purchase of investments(157,522)(368,119)
Maturities of investments257,106 388,201 
Business acquisitions, net of cash acquired — (4,116)
Net cash provided by investing activities92,568 8,326 
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from the sales of shares through employee equity incentive plans1,644 3,309 
Payments for taxes related to net settlement of equity awards— (329)
Net cash provided by financing activities1,644 2,980 
Net change in cash, cash equivalents, and restricted cash 75,577 (37,011)
Effect of exchange rate changes on cash61 25 
Cash, cash equivalents, and restricted cash at beginning of year82,902 117,128 
Cash, cash equivalents, and restricted cash at end of period$158,540 $80,142 









MATTERPORT, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
GAAP net loss$(38,401)$(44,754)$(216,115)$(155,132)
Stock-based compensation related charges (1)
31,445 29,721 93,793 97,281 
Restructuring charges (2)
— 3,147 — 3,147 
Acquisition-related costs (3)
4,271 — 12,194 — 
Amortization expense of acquired intangible assets443 443 1,329 1,329 
Change in fair value of warrants liability (4)
(169)(513)895 (564)
Litigation expense (5)
— — 95,000 — 
Non-GAAP net loss$(2,411)$(11,956)$(12,904)$(53,939)
GAAP net loss per share attributable to common stockholders, basic and diluted$(0.12)$(0.15)$(0.68)$(0.52)
Non-GAAP net loss per share attributable to common stockholders, basic and diluted$(0.01)$(0.04)$(0.04)$(0.18)
Weighted-average shares used to compute net loss per share, basic and diluted321,151 303,432 317,002 298,226 
(1) Consists primarily of non-cash share-based compensation expense related to our stock incentive plans, and the employer payroll taxes related to our stock options and restricted stock units.
(2) Consists of severance and other employee separation costs, and cease use charges for operating lease right-of-use assets due to reduction of leased office spaces.
(3) Consists of acquisition transaction costs incurred for the proposed transaction with CoStar Group, Inc.
(4) Consists of the non-cash fair value measurement change for private warrants.
(5) Represents charges associated with our litigation for the nine months ended September 30, 2024.

 
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