XMTR Xometry Inc

 

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): February 26, 2024

 

 

Xometry, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40546	32-0415449
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6116 Executive Blvd, Suite 800
North Bethesda, Maryland				20852
(Address of Principal Executive Offices)				(Zip Code)

 

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

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.000001 per share		XMTR		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

 

On February 29, 2024, Xometry, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year ended December 31, 2023 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 29, 2024, the Company announced that James Miln has been appointed to serve as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, effective as of March 1, 2024 (the “Effective Date”). Mr. Miln will succeed James Rallo, who notified the Company of his decision to retire from his position as the Company’s Chief Financial Officer on February 26, 2024, effective as of the Effective Date. To assist in the transition to Mr. Miln, Mr. Rallo will continue serving as an employee of the Company for a period of up to 60 days from the Effective Date.

 

Mr. Miln, age 50, served in various roles at Yelp Inc. (“Yelp”) from February 2019 to February 2024, including most recently as its Senior Vice President, Finance and Investor Relations from January 2021 to February 2024. Mr. Miln also served as Yelp’s Vice President, Financial Planning and Analysis, from February 2019 to January 2021, and as Yelp’s Interim Chief Financial Officer from September 2019 to February 2020. Prior to joining Yelp, Mr. Miln served as Senior Director, Investor Relations at eBay Inc. from August 2017 to January 2019. From May 2011 to July 2017, Mr. Miln held various positions at Yahoo Inc., including Senior Finance Director, Global Product Group (May 2011 to May 2012); Senior Finance Director, Global Revenue Planning, Reporting & Analysis (June 2012 to June 2014); and Senior Director, Investor Relations (July 2014 to July 2017, serving as department head from October 2016 to July 2017). Mr. Miln also served in various roles in Yahoo Inc.’s European business from 2007 until April 2011. Mr. Miln is a Chartered Management Accountant (ACMA, CGMA), holds the Investor Relations Charter and earned a B.A. in Classics from Cambridge University, England.

 

In connection with his appointment as our Chief Financial Officer, Mr. Miln has entered into an employment agreement with the Company, dated December 14, 2023 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Miln will receive an initial base salary of $425,000, a one-time sign-on bonus of $125,000 and an annual discretionary bonus with a target amount equal to 65% of his annual base salary. Within 30 days of the Effective Date, Mr. Miln will be granted an initial equity award of restricted stock units (“RSUs”) under the Company’s 2021 Equity Incentive Plan (the “Plan”) with an aggregate value of $1,750,000 (the “Initial RSU Award”) on the date of grant (the “Grant Date”), based on the trading-day average share price on the Nasdaq Global Select Market (“Nasdaq”) for the 20-trading-day period ending on the day prior to the Grant Date. The Initial RSU Award will vest over three years with 60% of the total shares subject to the award vesting on the first anniversary of the Effective Date, 30% of the total shares subject to the award vesting on the second anniversary of the Effective Date, and 10% of the total shares subject to the award vesting on the third anniversary of the Effective Date, in each case subject to Mr. Miln’s continued service with the Company through such vesting date. Mr. Miln will also be granted equity in a combination of RSUs and/or performance stock units under the Plan with an aggregate value of $1,750,000 (the “Refresh Award”) on the Grant Date, based on the trading-day average share price on Nasdaq for the 20-trading-day period ending on the day prior to the Grant Date. The vesting and other terms for the Refresh Award will be substantively consistent with such terms as applicable to the annual equity grants made to the Company’s other executive officers.

 

Pursuant to the Employment Agreement, Mr. Miln is also entitled to certain payments and benefits upon a qualifying termination of employment or a Change in Control (as defined in the Plan). If we terminate Mr. Miln’s employment without Cause or Mr. Miln resigns for Good Reason (each as defined in the Employment Agreement), in either case outside of the period beginning three months prior to and ending twelve months after a Change in Control (such period, the “Change In Control Measurement Period”), then he will be eligible to receive the following severance benefits: (1) twelve months of base salary, less applicable tax withholdings and paid in accordance with our regular payroll practices; (2) an amount equal to Mr. Miln’s prorated annual performance bonus for the calendar year in which the termination occurs, calculated based on the number of days Mr. Miln was employed during the applicable calendar year, less applicable tax withholdings; and (3) up to twelve months of the employer portion of COBRA premiums paid by us. In addition, if we terminate Mr. Miln’s employment without Cause or Mr. Miln resigns for Good Reason within the Change In Control Measurement Period, then, in addition to the foregoing benefits, (1) Mr. Miln will also be eligible to receive an amount equal to 100% of his target annual performance bonus for the calendar year in which the termination occurs, less applicable tax withholdings; (2) all of the outstanding and unvested time-based equity awards held by Mr. Miln immediately prior to the termination date will become fully vested and immediately exercisable; and (3) all of the outstanding and unvested performance-based equity awards held by Mr. Miln immediately prior to the termination date will become fully vested and immediately exercisable as if the performance metrics were achieved at 100%. As a condition to receiving the severance benefits set forth above, Mr. Miln must sign and comply with a separation agreement in a form presented by us, containing among other terms a general release of claims.

 

There is no arrangement or understanding between Mr. Miln and any other person pursuant to which he was selected as the Company’s Chief Financial Officer, and there is no family relationship between Mr. Miln and any of the Company’s other executive

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officers or directors. Other than with respect to the Employment Agreement, there are no transactions between Mr. Miln and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

 

In connection with his appointment as Chief Financial Officer, Mr. Miln and the Company will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No. 333-256769), which requires the Company to indemnify Mr. Miln, to the fullest extent permitted by Delaware law, for certain liabilities to which he may become subject as a result of his affiliation with the Company.

 

The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Employment Agreement, a copy of which the Company expects to file with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2024, and upon filing will be incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On February 29, 2024, the Company issued a press release announcing the appointment of Mr. Miln as the Company’s Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

 

The information set forth under Items 2.02 and 7.01 and in the accompanying Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.

 

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Xometry, Inc. issued on February 29, 2024.
99.2	Press Release of Xometry, Inc. issued on February 29, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			XOMETRY, INC.
Date:	February 29, 2024	By:	/s/ Randolph Altschuler
			Randolph Altschuler Chief Executive Officer

 

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Exhibit 99.1

Xometry Reports Fourth Quarter and Full Year 2023 Results

 

 

 

NORTH BETHESDA, MD., February 29, 2024 /Globe Newswire/-- Xometry, Inc. (NASDAQ:XMTR), the global AI-powered marketplace connecting enterprise buyers with suppliers of manufacturing services, today reported financial results for the fourth quarter and full year ended December 31, 2023.

“In Q4 2023, we delivered record financial results including our highest revenue and gross profit in Xometry history,“ said Randy Altschuler, Xometry’s CEO. ”Xometry's strong 31% revenue growth was driven by accelerated 42% marketplace growth. We improved operating leverage, reducing Q4 Adjusted EBITDA loss by 32% quarter-over-quarter. Powered by AI, our marketplace continues to gain significant market share as buyers and suppliers realize the value, convenience and resiliency of our platform. While we have seen a softer start to the year as reflected in our outlook, we remain confident in our initiatives to drive long term profitable growth.”

 

Fourth Quarter 2023 Financial Highlights

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Fourth Quarter 2023 Business Highlights

Full Year Financial Highlights

 

 

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Full Year Business Highlights

 

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Financial Summary(1)

(In thousands, except per share amounts)

(Unaudited)

 

		For the Three Months Ended December 31,												For the Year Ended December 31,
		2023				2022				% Change				2023				2022				% Change
Consolidated
Revenue		$	128,145			$	98,061				31	%		$	463,406			$	380,921				22	%
Gross profit			49,085				35,202				39	%			178,259				145,991				22	%
Net loss attributable to common stockholders			(10,551	)			(25,813	)			59	%			(67,472	)			(79,059	)			15	%
EPS, basic and diluted, of Class A and Class B common stock			(0.22	)			(0.54	)			59	%			(1.41	)			(1.68	)			16	%
Adjusted EBITDA(2)			(2,850	)			(15,639	)			82	%			(27,490	)			(44,799	)			39	%
Non-GAAP net loss(2)			(400	)			(15,119	)			97	%			(19,355	)			(43,131	)			55	%
Non-GAAP EPS, basic and diluted(2), of Class A and Class B common stock			(0.01	)			(0.32	)			97	%			(0.40	)			(0.91	)			56	%
Marketplace
Revenue		$	112,090			$	79,148				42	%		$	394,754			$	303,223				30	%
Cost of revenue			77,024				58,323				(32	)%			273,264				217,779				(25	)%
Gross Profit		$	35,066			$	20,825				68	%		$	121,490			$	85,444				42	%
Gross Margin			31.3	%			26.3	%			5.0	%			30.8	%			28.2	%			2.6	%
Supplier services
Revenue		$	16,055			$	18,913				(15	)%		$	68,652			$	77,698				(12	)%
Cost of revenue			2,036				4,536				55	%			11,883				17,151				31	%
Gross Profit		$	14,019			$	14,377				(2	)%		$	56,769			$	60,547				(6	)%
Gross Margin			87.3	%			76.0	%			11.3	%			82.7	%			77.9	%			4.8	%

Key Operating Metrics(3):

		As of December 31,
		2023				2022				% Change
Active Buyers(4)			55,458				40,664				36	%
Percentage of Revenue from Existing Accounts(4)			96	%			96	%
Accounts with Last Twelve-Months Spend of at Least $50,000(4)			1,331				1,027				30	%
Active Paying Suppliers(4)(5)			7,271				7,715				(6	)%

 

 

Financial Guidance and Outlook:

		Q1 2024
		(in millions)
		Low				High
Revenue		$	118			$	120
Adjusted EBITDA		$	(9	)		$	(7	)

 

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Xometry’s first quarter 2024 and full year 2024 financial outlook is based on a number of assumptions that are subject to change and many of which are outside of its control. If actual results vary from these assumptions, Xometry’s expectations may change. There can be no assurance that Xometry will achieve these results.

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

Use of Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), Xometry, Inc. (“Xometry”, the “Company”, “we” or “our”) uses Adjusted EBITDA, non-GAAP net loss and non-GAAP Earnings Per Share, which are considered non-GAAP financial measures, as described below. These non-GAAP financial measures are presented to enhance the user’s overall understanding of Xometry’s financial performance and should not be considered a substitute for, nor superior to, the financial information prepared and presented in accordance with GAAP. The non-GAAP financial measures presented in this release, together with the GAAP financial results, are the primary measures used by the Company’s management and board of directors to understand and evaluate the Company’s financial performance and operating trends, including period-to-period comparisons, because they exclude certain expenses and gains that management believes are not indicative of the Company’s core operating results. Management also uses these measures to prepare and update the Company’s short and long term financial and operational plans, to evaluate investment decisions, and in its discussions with investors, commercial bankers, equity research analysts and other users of the Company’s financial statements. Accordingly, the Company believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s operating results in the same manner as the Company’s management and in comparing operating results across periods and to those of Xometry’s peer companies. In addition, from time to time we may present adjusted information (for example, revenue growth) to exclude the impact of certain gains, losses or other changes that affect period-to-period comparability of our operating performance.

The use of non-GAAP financial measures has certain limitations because they do not reflect all items of income and expense, or cash flows, that affect the Company’s financial performance and operations. Additionally, non-GAAP financial measures do not have standardized meanings, and therefore other companies, including peer companies, may use the same or similarly named measures but exclude or include different items or use different computations. Management compensates for these limitations by reconciling these non-GAAP financial measures to their most comparable GAAP financial measures in the tables captioned “Reconciliations of Non-GAAP Financial Measures” included at the end of this release. Investors and others are encouraged to review the Company’s financial information in its entirety and not rely on a single financial measure.

 

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Key Terms for our Key Metrics and Non-GAAP Financial Measures

 

Marketplace revenue: includes the sale of parts and assemblies on our platform.

 

Supplier service revenue: includes the sales of marketing and advertising services and, to a lesser extent, financial service products, SaaS-based solutions and the sale of supplies, which was discontinued during the second quarter of 2023.

 

Active Buyers: The Company defines “buyers” as individuals who have placed an order to purchase on-demand parts or assemblies on our marketplace. The Company defines Active Buyers as the number of buyers who have made at least one purchase on our marketplace during the last twelve months.

 

Active Suppliers: The Company defines “suppliers” as individuals or businesses that have been approved by us to either manufacture a product on our platform for a buyer or have utilized our supplier services, including our digital marketing services, data services, financial services or supplies. The Company defines Active Suppliers as suppliers that have used our platform at least once during the last twelve months to manufacture a product or buy tools or supplies. We adjusted the number of our 2022 active suppliers in 2023 to reflect an immaterial correction.

 

Percentage of Revenue from Existing Accounts: The Company defines an “account” as an individual entity, such as a sole proprietor with a single buyer or corporate entities with multiple buyers, having purchased at least one part on our marketplace. The Company defines an existing account as an account where at least one buyer has made a purchase on our marketplace.

 

Accounts with Last Twelve-Month Spend of At Least $50,000: The Company defines Accounts with Last Twelve-Month Spend of At Least $50,000 as an account that has spent at least $50,000 on our marketplace in the most recent twelve-month period.

 

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

 

Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA): The Company defines Adjusted EBITDA as net loss, adjusted for interest expense, interest and dividend income and other expenses, income tax provision (benefit), and certain other non-cash or non-recurring items impacting net loss from time to time, principally comprised of depreciation and amortization, amortization of lease intangible, stock-based compensation, charitable contributions of common stock, income from unconsolidated joint venture, impairment of assets, lease abandonment, restructuring charges, costs to exit the supplies business and acquisition and other adjustments not reflective of the Company’s ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration and transaction costs.

 

Non-GAAP net loss: The Company defines non-GAAP net loss as net loss adjusted for depreciation and amortization, stock-based compensation, amortization of lease intangible, amortization of deferred costs on convertible notes, loss on marketable securities, loss on sale of property and equipment, charitable contributions of common stock, impairment of assets, lease abandonment and termination costs, restructuring charges, costs to exit the supplies business and acquisition and other adjustments not reflective of the Company’s ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration and transaction costs.

 

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

 

Management believes that the exclusion of certain expenses and gains in calculating Adjusted EBITDA, non-GAAP net loss and non-GAAP EPS, basic and diluted provides a useful measure for period-to-period comparisons of the Company’s underlying core revenue and operating costs that is focused more closely on the current costs necessary to operate the Company’s businesses and reflects its ongoing business in a manner that allows for meaningful analysis of trends. Management also believes that excluding certain non-cash charges can be useful because the amount of such expenses is the result of long-term investment decisions made in previous periods rather than day-to-day operating decisions.

 

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About Xometry

Xometry’s (NASDAQ:XMTR) AI-powered marketplace, popular Thomasnet® industrial sourcing platform and suite of cloud-based services are rapidly digitizing the $2 trillion manufacturing industry. Xometry provides manufacturers the critical resources they need to grow their business and makes it easy for buyers to create locally resilient supply chains. The Xometry Instant Quoting Engine® leverages millions of pieces of data to analyze complex parts in real-time, matches buyers with the right suppliers globally, and provides accurate pricing and lead times. Learn more at www.xometry.com or follow @xometry.

Conference Call and Webcast Information

The Company will host a conference call and webcast to discuss the results at 8:30 a.m. ET (5:30 a.m. PT) on February 29, 2024. In addition to issuing a press release, the Company will post an earnings presentation to its investor website at investors.xometry.com.

Xometry, Inc. Fourth Quarter and Full Year 2023 Earnings Presentation and Conference Call

Cautionary Information Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this press release include, but are not limited to, our beliefs regarding our financial position and operating performance, including our outlook and guidance for the first quarter 2024, our expectations regarding our full year marketplace and supplier services revenue and our ability to achieve Adjusted EBITDA profitability in the third quarter of 2024; our initiatives for growth; the impact of the appointment of James Miln on our long-term growth and profitability; and statements regarding our strategy, products and platform capabilities. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties related to: competition, managing our growth, financial performance, our ability to forecast our performance due to our limited operating history, investments in new products or offerings, our ability to attract buyers and sellers to our marketplace, legal proceedings and regulatory matters and developments, any future changes to our business or our financial or operating model, our brand and reputation, and the impact of fluctuations in general macroeconomic conditions, such as the current inflationary environment and rising interest rates. The forward-looking statements contained in this press release are also subject to other risks and uncertainties that could cause actual results to differ from the results predicted, including those more fully described in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Reports on Form 10-Q, and other filings and reports that we may file from time to time with the SEC. All forward-looking statements in this press release are based on information available to Xometry and assumptions and beliefs as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.

Investor Contact:	Media Contact:
Shawn Milne VP Investor Relations 240-335-8132 shawn.milne@xometry.com	Matthew Hutchison Corporate Communications for Xometry 415-583-2119 matthew.hutchison@xometry.com

 

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Xometry, Inc. and Subsidiaries(1)

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

		December 31,				December 31,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	53,424			$	65,662
Marketable securities			215,352				253,770
Accounts receivable, less allowance for credit losses of $2.4 million and $2.0 million as of December 31, 2023 and 2022			70,102				49,277
Inventory			2,885				1,571
Prepaid expenses			5,571				7,591
Other current assets			8,897				9,373
Total current assets			356,231				387,244
Property and equipment, net			35,637				19,079
Operating lease right-of-use assets			12,251				25,923
Investment in unconsolidated joint venture			4,114				4,068
Intangible assets, net			35,768				39,351
Goodwill			262,915				258,036
Other assets			471				413
Total assets		$	707,387			$	734,114
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	24,710			$	12,437
Accrued expenses			41,845				33,433
Contract liabilities			7,357				8,729
Income taxes payable			2,484				3,956
Operating lease liabilities, current portion			6,799				5,471
Total current liabilities			83,195				64,026
Convertible notes			281,769				279,909
Operating lease liabilities, net of current portion			10,951				16,940
Deferred income taxes			275				429
Other liabilities			778				1,011
Total liabilities			376,968				362,315
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares; zero shares issued and outstanding as of December 31, 2023 and 2022, respectively			—				—
Class A Common stock, $0.000001 par value. Authorized; 750,000,000 shares; 45,489,379 shares and 44,822,264 shares issued and outstanding as of December 31, 2023 and 2022, respectively			—				—
Class B Common stock, $0.000001 par value. Authorized; 5,000,000 shares; 2,676,154 shares issued and outstanding as of December 31, 2023 and 2022, respectively			—				—
Additional paid-in capital			648,317				623,081
Accumulated other comprehensive income			855				28
Accumulated deficit			(319,872	)			(252,400	)
Total stockholders’ equity			329,300				370,709
Noncontrolling interest			1,119				1,090
Total equity			330,419				371,799
Total liabilities and stockholders’ equity		$	707,387			$	734,114

(1) Our 2022 results have been revised to reflect immaterial corrections related to certain captions within the Consolidated Balance Sheet, Consolidated Statement of Operations and Comprehensive Loss and Consolidated Statement of Cash Flows. See tables below for additional details with respect to the line items impacted.

 

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Xometry, Inc. and Subsidiaries(1)

Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

(Unaudited)

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Revenue		$	128,145			$	98,061			$	463,406			$	380,921
Cost of revenue			79,060				62,859				285,147				234,930
Gross profit			49,085				35,202				178,259				145,991
Sales and marketing			25,373				24,664				93,688				84,371
Operations and support			12,922				12,434				52,372				48,628
Product development			8,892				8,315				34,462				31,013
General and administrative			14,437				15,103				70,916				58,246
Impairment of assets			-				380				397				824
Total operating expenses			61,624				60,896				251,835				223,082
Loss from operations			(12,539	)			(25,694	)			(73,576	)			(77,091	)
Other income (expenses)
Interest expense			(1,188	)			(1,246	)			(4,784	)			(4,418	)
Interest and dividend income			2,959				2,201				11,607				4,115
Other expenses			(355	)			(450	)			(1,511	)			(2,183	)
Income (loss) from unconsolidated joint venture			9				(30	)			446				570
Total other income (expenses)			1,425				475				5,758				(1,916	)
Loss before income taxes			(11,114	)			(25,219	)			(67,818	)			(79,007	)
Benefit (provision) for income taxes			561				(595	)			353				(36	)
Net loss			(10,553	)			(25,814	)			(67,465	)			(79,043	)
Net (loss) income attributable to noncontrolling interest			(2	)			(1	)			7				16
Net loss attributable to common stockholders		$	(10,551	)		$	(25,813	)		$	(67,472	)		$	(79,059	)
Net loss per share, basic and diluted, of Class A and Class B common    stock		$	(0.22	)		$	(0.54	)		$	(1.41	)		$	(1.68	)
Weighted-average number of shares outstanding used to compute    net loss per share, basic and diluted, of Class A and Class B    common stock			48,096,142				47,457,139				47,914,039				47,158,247
Comprehensive loss:
Foreign currency translation		$	91			$	492			$	849			$	(81	)
Total other comprehensive income (loss)			91				492				849				(81	)
Net loss			(10,553	)			(25,814	)			(67,465	)			(79,043	)
Comprehensive loss			(10,462	)			(25,322	)			(66,616	)			(79,124	)
Comprehensive (loss) income attributable to noncontrolling interest			(16	)			(29	)			29				56
Total comprehensive loss attributable to common stockholders		$	(10,446	)		$	(25,293	)		$	(66,645	)		$	(79,180	)

 

(1) Our 2022 results have been revised to reflect immaterial corrections related to certain captions within the Consolidated Balance Sheet, Consolidated Statement of Operations and Comprehensive Loss and Consolidated Statement of Cash Flows. See tables below for additional details with respect to the line items impacted.

 

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Xometry, Inc. and Subsidiaries(1)

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

		Year Ended December 31,
		2023				2022				2021
Cash flows from operating activities:
Net loss		$	(67,465	)		$	(79,043	)		$	(61,381	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			10,738				7,819				3,596
Impairment of assets			397				824				—
Reduction in carrying amount of right-of-use asset			14,355				7,236				1,056
Stock based compensation			22,118				19,172				7,395
Non-cash interest expense			—				—				111
Loss on debt extinguishment			—				—				272
Revaluation of contingent consideration			571				817				—
(Income) loss from unconsolidated joint venture			(46	)			130				(41	)
Donation of common stock			1,029				2,272				2,226
Losses on marketable securities			—				1,855				2,002
Loss on sale of property and equipment			92				47				20
Inventory write-off			223				133				—
Amortization of deferred costs on convertible notes			1,860				1,718				—
Deferred taxes benefit			(154	)			(653	)			(179	)
Restructuring charge			—				1,549				—
Changes in other assets and liabilities:
Accounts receivable, net			(20,594	)			(17,012	)			(11,117	)
Inventory			(1,550	)			351				293
Prepaid expenses			1,669				(1,616	)			(4,025	)
Other assets			(80	)			(4,116	)			464
Accounts payable			6,743				(215	)			5,215
Accrued expenses			7,453				406				(12,008	)
Contract liabilities			(1,404	)			735				(1,625	)
Lease liabilities			(5,520	)			(5,727	)			(845	)
Income taxes payable			(312	)			743				—
Net cash used in operating activities			(29,877	)			(62,575	)			(68,571	)
Cash flows from investing activities:
Purchases of marketable securities			(11,582	)			(284,096	)			(267,467	)
Proceeds from sale of marketable securities			50,000				58,927				235,000
Purchases of property and equipment			(18,486	)			(13,650	)			(6,262	)
Proceeds from life insurance			—				—				627
Proceeds from sale of property and equipment			223				189				—
Cash paid for business combination, net of cash acquired			(3,349	)			—				(174,646	)
Net cash provided by (used in) investing activities			16,806				(238,630	)			(212,748	)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters' discount			—				—				325,263
Payments in connection with initial public offering			—				—				(3,678	)
Proceeds from stock options exercised			1,909				3,715				2,291
Repayment of term loan			—				—				(16,136	)
Proceeds from the exercise of warrants			—				—				40
Proceeds from issuance of convertible notes			—				287,500				—
Costs incurred in connection with issuance of convertible notes			—				(9,309	)			—
Payment of contingent consideration			(842	)			(932	)			—
Payments on finance lease obligations			—				(2	)			(12	)
Net cash provided by financing activities			1,067				280,972				307,768
Effect of foreign currency translation on cash and cash equivalents			(234	)			(367	)			(61	)
Net (decrease) increase in cash and cash equivalents			(12,238	)			(20,600	)			26,388
Cash and cash equivalents at beginning of the year			65,662				86,262				59,874
Cash and cash equivalents at end of the year		$	53,424			$	65,662			$	86,262
Supplemental cash flow information:
Cash paid for interest		$	2,875			$	1,414			$	907
Non-cash investing and financing activities:
Non-cash purchase of property and equipment			5,353				279				—
Non-cash consideration in connection with business combination			1,593				(518	)			2,339
Shares issued in business combinations			—				—				102,888

 

(1) Our 2022 results have been revised to reflect immaterial corrections related to certain captions within the Consolidated Balance Sheet, Consolidated Statement of Operations and Comprehensive Loss and Consolidated Statement of Cash Flows. See tables below for additional details with respect to the line items impacted.

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Xometry, Inc. and Subsidiaries

Reconciliations of Non-GAAP Financial Measures

(In thousands, except share and per share amounts)

(Unaudited)

		For the Three Months Ended December 31,								For the Year Ended December 31,
		2023				2022				2023				2022
Adjusted EBITDA:
Net loss(1)		$	(10,553	)		$	(25,814	)		$	(67,465	)		$	(79,043	)
Add (deduct):
Interest expense, interest and dividend income and other expenses			(1,416	)			(505	)			(5,312	)			2,486
Depreciation and amortization(2)			2,799				2,103				10,738				7,819
Amortization of lease intangible			180				333				950				1,332
Provision (benefit) for income taxes			(561	)			595				(353	)			36
Stock-based compensation(3)			5,896				5,124				22,118				19,172
Lease abandonment(4)			—				—				8,706				—
Acquisition and other(5)			481				566				824				(676	)
Charitable contribution of common stock			333				—				1,029				2,272
Income (loss) from unconsolidated joint venture			(9	)			30				(446	)			(570	)
Impairment of assets			—				380				397				824
Restructuring charge(6)			—				1,549				738				1,549
Costs to exit the supplies business			—				—				586				—
Adjusted EBITDA		$	(2,850	)		$	(15,639	)		$	(27,490	)		$	(44,799	)

 

		For the Three Months Ended December 31,								For the Year Ended December 31,
		2023				2022				2023				2022
Non-GAAP Net Loss:
Net loss(1)		$	(10,553	)		$	(25,814	)		$	(67,465	)		$	(79,043	)
Add (deduct):
Depreciation and amortization(2)			2,799				2,103				10,738				7,819
Stock-based compensation(3)			5,896				5,124				22,118				19,172
Amortization of lease intangible			180				333				950				1,332
Amortization of deferred costs on convertible notes			464				468				1,860				1,718
Loss on marketable securities			—				196				—				1,855
Acquisition and other(5)			481				566				824				(676	)
Loss on sale of property and equipment			—				(24	)			92				47
Charitable contribution of common stock			333				—				1,029				2,272
Lease abandonment and termination(4)			—				—				8,778				—
Impairment of assets			—				380				397				824
Restructuring charge(6)			—				1,549				738				1,549
Costs to exit the supplies business			—				—				586				—
Non-GAAP Net Loss		$	(400	)		$	(15,119	)		$	(19,355	)		$	(43,131	)
Weighted-average number of shares outstanding used to compute Non-GAAP Net Loss per share, basic and diluted, of Class A and Class B common stock			48,096,142				47,457,139				47,914,039				47,158,247
EPS, basic and diluted, of Class A and Class B common stock		$	(0.22	)		$	(0.54	)		$	(1.41	)		$	(1.68	)
Non-GAAP EPS, basic and diluted, of Class A and Class B common stock		$	(0.01	)		$	(0.32	)		$	(0.40	)		$	(0.91	)

 

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Xometry, Inc. and Subsidiaries(1)

Segment Results

(In thousands)

(Unaudited)

 

		For the Three Months Ended December 31,								For the Year Ended December 31,
		2023				2022				2023				2022
Segment Revenue:
U.S.		$	110,574			$	87,995			$	403,289			$	347,710
International			17,571				10,066				60,117				33,211
Total revenue		$	128,145			$	98,061			$	463,406			$	380,921
Segment Net Loss:
U.S.		$	(5,947	)		$	(21,899	)		$	(49,689	)		$	(61,792	)
International			(4,604	)			(3,914	)			(17,783	)			(17,267	)
Total net loss attributable to common stockholders		$	(10,551	)		$	(25,813	)		$	(67,472	)		$	(79,059	)

 

 

 

 

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Xometry, Inc. and Subsidiaries

Supplemental Information

(In thousands)

(Unaudited)

 

		For the Three Months Ended December 31,								For the Year Ended December 31,
		2023				2022				2023				2022
Summary of Stock-based Compensation Expense
Sales and marketing		$	1,456			$	804			$	4,909			$	3,875
Operations and support			2,029				2,007				7,719				6,886
Product development			1,455				1,181				5,345				4,300
General and administrative			956				1,132				4,145				4,111
Total stock-based compensation expense		$	5,896			$	5,124			$	22,118			$	19,172
Summary of Depreciation and Amortization Expense
Cost of revenue		$	52			$	(17	)		$	172			$	82
Sales and marketing			782				776				3,162				3,102
Operations and support			32				15				174				57
Product development			1,976				1,046				5,974				3,483
General and administrative			(43	)			283				1,256				1,095
Total depreciation and amortization expense		$	2,799			$	2,103			$	10,738			$	7,819
Restructuring Charge
Sales and marketing		$	-			$	506			$	224			$	506
Operations and support			-				432				230				432
Product development			-				458				117				458
General and administrative			-				153				167				153
Total restructuring charge		$	-			$	1,549			$	738			$	1,549

 

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Xometry, Inc. and Subsidiaries

Immaterial Corrections To Previously Issued Consolidated Financial Statements

(In thousands, except per share amounts)

(Unaudited)

 

		December 31, 2022
Consolidated Balance Sheet		As Reported				Corrections				As Adjusted
Assets
Accounts receivable		$	49,188			$	89			$	49,277
Other current assets			12,273				(2,900	)			9,373
Total current assets			390,055				(2,811	)			387,244
Total assets			736,925				(2,811	)			734,114
Liabilities and stockholders’ equity											-
Accrued expenses			33,430				3				33,433
Contract liabilities			8,509				220				8,729
Total current liabilities			63,803				223				64,026
Total liabilities			362,092				223				362,315
Accumulated deficit			(249,366	)			(3,034	)			(252,400	)
Total liabilities and stockholders’ equity			736,925				(2,811	)			734,114

 

		Three Months Ended December 31, 2022												Year Ended December 31, 2022
Consolidated Statement of Operations and Comprehensive Loss		As Reported				Corrections				As Adjusted				As Reported				Corrections				As Adjusted
Revenue		$	98,196			$	(135	)		$	98,061			$	381,053			$	(132	)		$	380,921
Cost of revenue			62,166				693				62,859				233,487				1,443				234,930
Gross profit			36,030				(828	)			35,202				147,566				(1,575	)			145,991
Operating expenses:
Sales and marketing			24,376				288				24,664				83,222				1,149				84,371
Operations and support			12,414				20				12,434				48,572				56				48,628
General and administrative			14,849				254				15,103				57,992				254				58,246
Total operating expenses			60,334				562				60,896				221,623				1,459				223,082
Loss from operations			(24,304	)			(1,390	)			(25,694	)			(74,057	)			(3,034	)			(77,091	)
Loss before income taxes			(23,829	)			(1,390	)			(25,219	)			(75,973	)			(3,034	)			(79,007	)
Net loss			(24,424	)			(1,390	)			(25,814	)			(76,009	)			(3,034	)			(79,043	)
Net loss attributable to common stockholders			(24,423	)			(1,390	)			(25,813	)			(76,025	)			(3,034	)			(79,059	)
Net loss per share, basic and diluted, of Class A and Class B common stock			(0.51	)			(0.03	)			(0.54	)			(1.61	)			(0.07	)			(1.68	)

 

		Year Ended December 31, 2022
Consolidated Statement of Cash Flow		As Reported				Corrections				As Adjusted
Net loss		$	(76,009	)		$	(3,034	)		$	(79,043	)
Changes in operating assets and liabilities
Accounts receivable, net			(16,923	)			(89	)			(17,012	)
Other assets, current and long term			(7,016	)			2,900				(4,116	)
Accrued expenses			403				3				406
Contract liabilities			515				220				735

 

 

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Xometry, Inc. and Subsidiaries

Immaterial Corrections To Previously Issued Consolidated Financial Statements

(In thousands, except per share amounts)

(Unaudited)

 

		Three Months Ended December 31, 2022												Year Ended December 31, 2022
		As Reported				Corrections				As Adjusted				As Reported				Corrections				As Adjusted
Disaggregated Revenue and Cost of Revenue
Marketplace
Revenue		$	79,062			$	86			$	79,148			$	303,134			$	89			$	303,223
Cost of revenue			57,630				693				58,323				216,336				1,443				217,779
Gross profit		$	21,432			$	(607	)		$	20,825			$	86,798			$	(1,354	)		$	85,444
Supplier Services
Revenue		$	19,134			$	(221	)		$	18,913			$	77,919			$	(221	)		$	77,698
Cost of revenue			4,536				-				4,536				17,151				-				17,151
Gross profit		$	14,598			$	(221	)		$	14,377			$	60,768			$	(221	)		$	60,547

 

		Three Months Ended December 31, 2022												Year Ended December 31, 2022
		As Reported				Corrections				As Adjusted				As Reported				Corrections				As Adjusted
Segments Results
Revenues
U.S.		$	88,130			$	(135	)		$	87,995			$	347,842			$	(132	)		$	347,710
Losses
U.S.		$	(20,509	)		$	(1,390	)		$	(21,899	)		$	(58,758	)		$	(3,034	)		$	(61,792	)

 

		Three Months Ended December 31, 2022												Year Ended December 31, 2022
Non-GAAP Financial Measurements		As Reported				Corrections				As Adjusted				As Reported				Corrections				As Adjusted
Adjusted EBITDA		$	(14,249	)		$	(1,390	)		$	(15,639	)		$	(41,765	)		$	(3,034	)		$	(44,799	)
Non-GAAP net loss			(13,729	)			(1,390	)			(15,119	)			(40,097	)			(3,034	)			(43,131	)
Non-GAAP net loss EPS, basic and diluted, of Class A and Class B common stock			(0.29	)			(0.03	)			(0.32	)			(0.85	)			(0.06	)			(0.91	)

 

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Xometry Appoints James Miln as New Chief Financial Officer

 

 

NORTH BETHESDA, Md., February 29, 2024 – Xometry, Inc. (NASDAQ:XMTR), the global AI-powered marketplace connecting enterprise buyers with suppliers of manufacturing services, today announced the appointment of James Miln as the company’s new Chief Financial Officer effective March 1, 2024.

 

A veteran of big-name tech and consumer brands, Miln brings considerable financial planning, operational and investor relations expertise to Xometry. He joins from Yelp (NYSE: YELP), where, as Senior Vice President of Finance and Investor Relations, he helped steer the company through a period of strong, product-driven growth, including the introduction of new AI-powered search experiences. Miln succeeds retiring CFO Jim Rallo, who will remain as an advisor with Xometry through April. Rallo will work closely with Miln and the rest of the leadership team to ensure a smooth transition.

 

“James’ significant experience across marketplaces, search and advertising will help us capitalize on our leadership position in digitizing manufacturing,” said Randy Altschuler, Chief Executive Officer of Xometry. “He brings extensive operational excellence to Xometry and will help us drive to our long-term operating margin targets.”

 

“With its leading marketplace, Thomasnet industrial sourcing platform and suite of cloud-based services, Xometry stands out for its comprehensive approach to driving the rapid digital transformation of manufacturing,” Miln said. “I look forward to working closely with Randy and the rest of the Xometry team to further build on the company’s momentum and help Xometry realize additional operating leverage and efficiency as it continues its rapid growth.”

 

Throughout his career, Miln has served as a trusted business partner to leaders at all levels of an organization, using data to inform decision-making to drive growth and operational efficiencies. While at Yelp, Miln led financial planning and analysis and investor relations, as the company invested in new products and ultimately reached new revenue records. Miln previously held key roles at eBay, Yahoo! and Unilever and has also led global teams in Europe for Yahoo! and Unilever.

 

Miln is a Chartered Management Accountant (ACMA, CGMA). He holds the Investor Relations Charter (IRC) and earned a B.A. in Classics from Cambridge University, England.

 

Jim Rallo, who has served as Xometry’s CFO since April 2020, led its public offering on the NASDAQ stock exchange. “All of us at Xometry thank Jim Rallo for his efforts to help scale our marketplace, expand

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globally and lead the transition to a public company, and we wish him the best in his retirement,” Altschuler said.

 

Xometry’s two-sided marketplace plays a vital role in the rapid digital transformation of the manufacturing industry. Xometry’s proprietary technology shortens development cycles, drives efficiencies within corporate environments and helps companies create resilient supply chains. Xometry’s product portfolio includes: its industry leading digital marketplace; popular Thomasnet® industrial sourcing platform, and cloud-based tools, including Xometry Teamspace, centralized project management software for large, mission-critical projects.

About Xometry

Xometry’s (NASDAQ:XMTR) AI-powered marketplace, popular Thomasnet® industrial sourcing platform and suite of cloud-based services are rapidly digitizing the $2 trillion manufacturing industry. Xometry provides manufacturers the critical resources they need to grow their business and makes it easy for buyers to create locally resilient supply chains. The Xometry Instant Quoting Engine® leverages millions of pieces of data to analyze complex parts in real-time, matches buyers with the right suppliers globally, and provides accurate pricing and lead times. Learn more at www.xometry.com or follow @xometry.

Investor Contact:

Shawn Milne

VP, Investor Relations

240-335-8132

Shawn.Milne@xometry.com

Media Contact:

Matthew Hutchison

VP, Global Corporate Communications

Matthew.Hutchison@xometry.com

# # #

 

 

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v3.24.0.1

Document And Entity Information	Feb. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 26, 2024
Entity Registrant Name	Xometry, Inc.
Entity Central Index Key	0001657573
Entity Emerging Growth Company	false
Entity File Number	001-40546
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	32-0415449
Entity Address, Address Line One	6116 Executive Blvd, Suite 800
Entity Address, City or Town	North Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20852
City Area Code	(240)
Local Phone Number	252-1138
Entity Information, Former Legal or Registered Name	Not applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.000001 per share
Trading Symbol	XMTR
Security Exchange Name	NASDAQ

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