0001819394FALSEMatterport, Inc./DE00018193942024-02-202024-02-20

Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
352 East Java Drive
SunnyvaleCA 94089
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650641-2241
(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
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 February 20, 2024, Matterport, Inc. (the “Company”) issued a press release announcing its financial and operational results for the fourth quarter of 2023. 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.
104Cover Page Interactive Data File (formatted as Inline XBRL).

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: February 20, 2024
By:/s/ James D. Fay
Name:James D. Fay
Title:Chief Financial Officer


Exhibit 99.1
Matterport Announces Fourth Quarter and Full Year 2023 Financial Results
Demonstrating Strong Recurring Revenue Growth and Reaffirms 2024 Profitability Target
Q4 Annualized Recurring Revenue hits record $94.7 million, up 23% year-over-year
Q4 net loss improved 27% year-over-year; Non-GAAP net loss improved 55% year-over-year
Q4 cash used in operating activities improved 46% year-over-year
Q4 Net Dollar Expansion rate of 109% reaches highest level in two years
FY2023 total subscribers up 34% from prior year
FY2023 square feet under management up 36% from prior year
SUNNYVALE, Calif. — February 20, 2024 — Matterport, Inc. (Nasdaq: MTTR) (“Mattterport” or the “Company”), the leading spatial data company driving the digital transformation of the built world, today announced financial results for the quarter and year ended December 31, 2023.
“We closed 2023 on a high note with fourth quarter total revenue of $39.5 million, in line with our guidance range. Subscription revenue growth accelerated to 23% year-over-year, ahead of our expectations, driven by broad based strength across our global customer base. Our net dollar expansion rate expanded to 109%, the highest level in two years, as we helped customers work faster and more efficiently to improve business productivity and reduce operational costs,” said RJ Pittman, Chairman and Chief Executive Officer of Matterport. “I’m incredibly excited about our 2024 Winter Release where we introduced Property Intelligence - a suite of AI-powered features and automations - along with new capabilities and add-ons that our customers are craving. This launch sets the stage for 2024 to be the year of the intelligent digital twin, fueling our AI-driven revenue growth and accelerating us towards our profitability goal,” Pittman added.
“We made excellent progress in 2023. We drove strong revenue growth, robust gross margin expansion, and significant operating expense reductions - all leading to a 46% year-over-year improvement in non-GAAP loss per share and 50% improvement in our cash used in operations,” said JD Fay, Chief Financial Officer of Matterport. “In 2024, our accelerating subscription revenue growth and continued focus on efficient investments are expected to drive rapid progress to cash flow from operations profitability later this year.”
Fourth Quarter and Full Year 2023 Financial Highlights
Q4 subscription revenue of $23.7 million, up 23% year-over-year
Q4 Annualized Recurring Revenue (ARR) was $94.7 million
Q4 total revenue of $39.5 million
Q4 net loss of $0.14 per share, a 33% improvement year-over-year
Q4 Non-GAAP net loss of $0.04 per share, a 56% improvement year-over-year
Q4 cash used in operating activities was $10.4 million, an improvement of 46% year-over-year
Q4 net dollar expansion rate was 109%, up from the prior quarter and the highest level in two years
Q4 cash and investments of $423 million with no debt
FY2023 total revenue of $157.7 million, up 16% from prior year
FY2023 cash used in operating activities improved to $58.7 million, a 50% improvement from the prior year
FY2023 total subscribers increased to 938,000, up 34% year-over-year
FY2023 spaces under management increased to 11.7 million, up 27% year-over-year
FY2023 square feet under management reached 38.0 billion, up 36% from prior year

Recent Business Highlights
Last week, launched the Matterport 2024 Winter Release - a suite of AI-powered features and new capabilities for the next generation intelligent digital twin - revolutionizing the way properties are analyzed by automating insightful property data and new customizations in Matterport spaces. This collection of breakthrough automations, plugins and add-ons bolster the company’s Property Marketing, Design and Construction, and Facilities Management solutions.
Announced a new multi-year partnership with Vacasa to leverage Matterport’s Digital Twin Platform and Capture Services. Vacasa will expand its use of Matterport’s Digital Twin Platform as an integral part of its home onboarding and guest service experiences for the tens of thousands of properties Vacasa manages.
Announced an agreement with Visiting Media, a global leader in immersive sales enablement and channel distribution solutions for the hospitality sector. Visiting Media serves tens of millions of users around the globe, supporting the world’s largest hospitality brands including Hilton, Hyatt, IHG Hotels and Resorts and more.
Announced a new partnership with Belden intended to deliver 3D digital twin-powered connectivity solutions for facilities management across industrial automation, smart buildings, broadband and more.
Matterport’s Property Intelligence, the company’s proprietary AI solution to analyze real estate properties at scale was named 2023’s Best SaaS Product For Real Estate & Property Management by the International SaaS Awards.
Announced its membership as an Autodesk Construction Cloud® Premium Partner, helping bring Matterport’s 4K digital twins to even more construction professionals. Autodesk Construction Cloud is a portfolio of software services that combines advanced technology, a builders network and predictive insights for construction teams.
Announced the University of Manchester implemented Matterport’s Digital Twin Platform for the renowned Martin Harris Centre for Music and Drama (MHC) to revolutionize the way students interact with the center, enhancing their understanding of the facilities on offer and improving their overall experience.
Announced new high density scanning capabilities for Matterport’s revolutionary 3D camera, Pro3. Available now in beta, high density scanning makes as-built modeling with Matterport even easier, helping streamline workflows, minimize errors, and accelerate project timelines. This widens Matterport’s leading position in high fidelity digital twin reconstruction.
Released the company’s second Environmental, Social, and Governance (ESG) report assessing the impact of Matterport’s products and programs toward driving sustainable and equitable outcomes. The report builds on the company’s inaugural report last year as the company further establishes company-wide ESG goals and commitments. The findings continue to demonstrate Matterport’s technology is a highly effective alternative to completing tasks that historically required travel.

First Quarter and Full Year 2024 Outlook

The Company is providing the following financial guidance for the first quarter and full year 2024. This guidance will be discussed in greater detail on today’s conference call.

Q1 2024 GuidanceFY 2024 Guidance
Total revenue (in millions)$39 — $41$173 — $183
Subscription revenue (in millions)$24.0 — $24.2$104 — $106
Year-over-year growth21% — 22%19% — 22%
Non-GAAP loss per share$(0.04) - $(0.02)$(0.11) - $(0.07)
Weighted average fully diluted shares outstanding (in millions) 315322

Matterport is not able to provide a reconciliation of non-GAAP loss per share to GAAP loss per share because Matterport does not provide specific guidance for the various exclusions adjusted from net loss. These items have not yet occurred, are out of Matterport’s control and/or cannot be reasonably predicted. As a result, reconciliation of the non-GAAP guidance measures to GAAP is not available without unreasonable effort, and Matterport is unable to address the probable significance of the unavailable information.
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, fair value change of earn-out liabilities, payroll tax related to contingent earn-out share issuance, acquisition-related costs, and amortization of acquired intangible assets, 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.

Conference Call Information
Matterport will host a conference call for analysts and investors to discuss its financial results for the fourth quarter and full year 2023 today, February 20, 2024, at 1:30 p.m. Pacific time (4:30 p.m. Eastern time). A recorded webcast of the event will also be available following the call for one year on Matterport’s Investor Relations website at The dial-in number will be (412) 902-4209, conference ID: 10185588.
The financial results press release and a live webcast of the conference call will be accessible from the Matterport website at An audio webcast replay of the conference call will also be available for one year at
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 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.

Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the services offered by Matterport, Inc. and the markets in which Matterport operates, business strategies, debt levels, industry environment including relating to the global supply chain, potential growth opportunities, 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 document, including our ability to grow market share in our existing markets or any new markets we may enter; our ability to respond to general economic conditions; supply chain disruptions; our ability to manage our growth effectively; our success in retaining or recruiting our officers, key employees or directors, or changes required in the retention or recruitment of our 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 our business, operations and financial performance, including: the impact of infectious diseases, health epidemics and pandemics; our ability to maintain an effective system of internal controls over financial reporting; our ability to achieve and maintain profitability in the future; our ability to access sources of capital; our ability to maintain and enhance our products and brand, and to attract customers; our ability to manage, develop and refine our technology platform; the success of our strategic relationships with third parties; our history of losses and whether we will continue to incur continuing losses for the foreseeable future; our ability to protect and enforce our intellectual property rights; our ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; our ability to attract and retain new subscribers; the size of the total addressable market for our 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 our industry; environmental uncertainties and risks related to adverse weather conditions and natural disasters; the volatility of the market price and liquidity of our Class A common stock and other securities; the increasingly competitive environment in which we operate; and other factors detailed under the section entitled “Risk Factors” in our 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 U.S. Securities and Exchange Commission. 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.

Investor Contact:
Mike Knapp

Media Contact:
Steve Lombardi

(In thousands, except per share data)
 Three Months Ended December 31,Year Ended December 31,
Subscription$23,673 $19,281 $87,238 $73,789 
License28 27 110 97 
Services8,297 8,267 37,621 27,268 
Product7,547 13,566 32,779 34,971 
Total revenue39,545 41,141 157,748 136,125 
Costs of revenue:
Subscription7,431 6,296 29,007 24,259 
License— — — — 
Services5,665 6,287 26,643 18,992 
Product8,231 16,725 31,608 41,028 
Total costs of revenue21,327 29,308 87,258 84,279 
Gross profit18,218 11,833 70,490 51,846 
Operating expenses:
Research and development14,594 18,421 67,305 85,025 
Selling, general, and administrative52,764 55,779 217,424 242,306 
Total operating expenses67,358 74,200 284,729 327,331 
Loss from operations(49,140)(62,367)(214,239)(275,485)
Other income (expense):
Interest income1,881 1,810 6,406 6,280 
Change in fair value of warrants liability(51)888 513 27,035 
Change in fair value of contingent earn-out liability— — — 136,043 
Other income (expense), net3,352 (314)8,427 (3,969)
Total other income5,182 2,384 15,346 165,389 
Loss before provision (benefit) for income taxes(43,958)(59,983)(198,893)(110,096)
Provision (benefit) for income taxes(13)367 184 1,243 
Net loss(43,945)(60,350)(199,077)(111,339)
Net loss per share, basic and diluted$(0.14)$(0.21)$(0.66)$(0.39)
Weighted-average shares used in per share calculation, basic and diluted308,030 289,164 300,697 283,585 

(In thousands)
 Year Ended December 31,
Current assets:
Cash and cash equivalents$82,902 $117,128 
Short-term investments305,264 355,815 
Accounts receivable, net
16,925 20,844 
Inventories9,115 11,061 
Prepaid expenses and other current assets8,635 13,084 
Total current assets422,841 517,932 
Property and equipment, net32,471 30,559 
Operating lease right-of-use assets625 2,515 
Long-term investments34,834 3,959 
Goodwill69,593 69,593 
Intangible assets, net9,120 10,890 
Other assets7,671 4,947 
Total assets$577,155 $640,395 
Current liabilities
Accounts payable$7,586 $8,331 
Deferred revenue23,294 16,731 
Accrued expenses and other current liabilities13,354 23,916 
Total current liabilities44,234 48,978 
Warrants liability290 803 
Deferred revenue, non-current3,141 1,201 
Other long-term liabilities206 5,502 
Total liabilities47,871 56,484 
Commitments and contingencies
Stockholders’ equity:
Common stock
31 29 
Additional paid-in capital1,307,324 1,168,313 
Accumulated other comprehensive income (loss)403 (5,034)
Accumulated deficit(778,474)(579,397)
Total stockholders’ equity529,284 583,911 
Total liabilities and stockholders’ equity$577,155 $640,395 

(In thousands, unaudited)
 Year Ended December 31,
Net Loss$(199,077)$(111,339)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization19,437 13,297 
Amortization of investment premiums, net of accretion of discounts(8,919)2,924 
Investment impairment— 1,093 
Stock-based compensation, net of amounts capitalized118,775 148,490 
Cease use of certain leased facilities961 — 
Change in fair value of warrants liability(513)(27,035)
Change in fair value of contingent earn-out liability— (136,043)
Deferred income taxes(121)51 
Allowance for doubtful accounts601 1,245 
Loss of excess inventory and purchase obligation1,821 5,007 
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable3,318 (9,609)
Prepaid expenses and other assets3,036 (1,991)
Accounts payable(745)(5,240)
Deferred revenue8,503 5,985 
Accrued expenses and other liabilities(1,775)1,282 
Net cash used in operating activities(58,713)(118,562)
Purchases of property and equipment(139)(1,730)
Capitalized software and development costs(9,765)(12,590)
Purchase of investments(444,695)(137,631)
Maturities of investments478,253 299,002 
Business acquisitions, net of cash acquired(4,116)(51,874)
Net cash provided by investing activities19,538 95,177 
Proceeds from sales of shares through employee equity incentive plans5,124 6,781 
Payments for taxes related to net settlement of equity awards(329)(34,424)
Proceeds from exercise of warrants— 27,844 
Other — 76 
Net cash provided by financing activities4,795 277 
Net change in cash, cash equivalents, and restricted cash(34,380)(23,108)
Effect of exchange rate changes on cash154 249 
Cash, cash equivalents, and restricted cash at beginning of year117,128 139,987 
Cash, cash equivalents, and restricted cash at end of period$82,902 $117,128 

(In thousands, except per share amounts)
Three Months Ended December 31,Year Ended December 31,
GAAP net loss$(43,945)$(60,350)$(199,077)$(111,339)
Stock-based compensation expense (1)
30,474 33,140 127,755 152,788 
Restructuring charges (2)
1,149 — 4,296 — 
Acquisition-related costs (3)
— — — 1,294 
Amortization expense of acquired intangible assets443 443 1,772 1,411 
Change in fair value of warrants liabilities (4)
51 (888)(513)(27,035)
Change in fair value of contingent earn-out liability (5)
— — — (136,043)
Investment impairment— 1,093 — 1,093 
Payroll tax related to contingent earn-out share issuance (6)
— — — 1,164 
Non-GAAP net loss$(11,828)$(26,562)$(65,767)$(116,667)
GAAP net loss per share attributable to common stockholders, basic and diluted$(0.14)$(0.21)$(0.66)$(0.39)
Non-GAAP net loss per share attributable to common stockholders, basic and diluted$(0.04)$(0.09)$(0.22)$(0.41)
Weighted-average shares used to compute net loss per share, basic and diluted308,030 289,164 300,697 283,585 
(1) Consists primarily of non-cash share-based compensation expense related to our stock incentive plans and earn-out arrangement, 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.
(4) Consists of the non-cash fair value measurement change for public and private warrants.
(5) Represents the non-cash fair-value measurement change related to our earn-out liability.
(6) Represents the payroll tax related to earn-out shares issuance and release in 2022.