0001819394FALSEMatterport, Inc./DE00018193942022-05-102022-05-10

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): May 10, 2022
(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 Stock 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 May 10, 2022, Matterport, Inc. (the “Company”) issued a press release announcing its financial and operational results for the first quarter of 2022. 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: May 10, 2022
By:/s/ James D. Fay
Name:James D. Fay
Title:Chief Financial Officer


Exhibit 99.1
Matterport Announces First Quarter 2022 Financial Results with Stronger-than-Expected Revenue
Total subscribers increased 70% to 562,000 from year-ago period
Subscription revenue rose 24% year-over-year
Q1 GAAP diluted earnings per share of $0.23, Non-GAAP loss per share of $0.10
Company reaffirms prior guidance for the full year
Balance sheet remains strong with $600 million cash and investments and no debt

SUNNYVALE, Calif. — 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 March 31, 2022.
“We are pleased to report another strong quarter, increasing our subscriber count by 70% to 562,000 subscribers for the period. We expanded Spaces Under Management by 49% to 7.3 million spaces– that’s 7.3 million Matterport digital twins of homes, offices, factories, hotels, and so much more,” said RJ Pittman, Chairman and Chief Executive Officer of Matterport. “Real property is the largest asset class in the world, now valued at an estimated $327 trillion, reflecting a $100 trillion increase in value in recent years as more than 15,000 new buildings are completed every day. Matterport is leading the industry with over 7 million digital twins, and we’re creating thousands more each day, while 99% of the world's buildings have yet to be digitized. This enormous market opportunity is expanding, and we remain focused on efficiently scaling Matterport’s business to meet the rising global demand for software-driven property management.”
“In addition to strong adoption, we are excited to report our total revenue for the first quarter of 2022 was $28.5 million, $1 million above the high end of our guidance range. In addition, Non-GAAP loss per share of 10 cents for the quarter was three cents better than the top end of our guidance range,” said JD Fay, Chief Financial Officer of Matterport. “One of our key strategic levers is subscription revenue, which increased by 24% year-over-year, comprising over 60% of total revenue for the quarter, and which continues to provide high and stable gross margins. Today, we are re-affirming our prior 2022 revenue and EPS guidance. With $600 million of cash on our balance sheet, we have the financial strength to navigate the macro environment and comfortably achieve our long term business plan,” he added.

First Quarter 2022 Financial Highlights
Total revenue was $28.5 million, up 6% compared to first quarter of 2021
Subscription revenue was $17.1 million, up 24% compared to first quarter of 2021
Annualized Recurring Revenue (ARR) of $68.6 million
Total subscribers increased to 562,000, up 70% compared to first quarter of 2021
Spaces Under Management (SUM) grew to 7.3 million, up 49% compared to first quarter of 2021
Recent Business Highlights
Matterport Axis™, a motorized mount for smartphones, is now available for purchase. Matterport Axis, which holds either an iOS or Android device, and can be used with the Matterport Capture app, creates 3D digital twins of any physical space with increased speed, precision, and consistency
Announced Midland Holdings, one of the largest residential real estate brokerages in the Greater China region, will become the first brokerage in the region to use Matterport digital twins to create virtual 3D experiences for its entire portfolio of properties
Expanded its presence in the Brazilian market via two strategic partners, Guandalini Posicionamento and PARS, to offer Matterport's spatial data platform to their enterprise customers in the architecture, engineering, and construction (AEC) markets.

Announced and completed the acquisition of Enview, Inc., a pioneer in the scalable, artificial intelligence (AI) for 3D spatial data
Announced the redemption of public warrants, resulting in approximately $104 million in cash proceeds from the warrants prior to redemption
Launched social impact program to support nonprofits and public education institutions by enabling equitable access to 3D spaces
Won two Comparably Awards, including Best Company Outlook among small/mid-sized companies and Best Places to Work in the San Francisco Bay Area
Strengthened Matterport’s executive team through the addition of the following executives:
Tom Klein, Chief Marketing Officer
Deepti Illa, Vice President, Global Integrated Marketing
Ali Jayson, Vice President, Product Marketing
Florence Shaffer, Vice President, Strategy & Operations, Chief of Staff to CEO
Ben Corser, Managing Director, Asia Pacific
Rob Hines, Managing Director, Americas
Full Year and Second Quarter 2022 Outlook
Q2 2022 GuidanceFY 2022 Guidance
Revenue (in millions)$28.5 — $30.5$125 — $135
Subscription Revenue (in millions)$18.0 — $18.3$80 — $82
Year-over-year Subscription Revenue growth18% - 20%31% - 34%
Non-GAAP loss per share($0.13) - ($0.15)($0.47) - ($0.52)
Fully diluted shares outstanding (in millions) 284285
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 income (loss), adjusted to exclude stock-based compensation expense, fair value change of warrants liabilities, fair value change of earn-out liabilities, payroll tax related to contingent earn-out share issuance, acquisition transaction 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. In order to calculate non-GAAP net loss per share, basic and diluted, Matterport uses a non-GAAP weighted-average share count. Matterport defines non-GAAP weighted-average shares used to compute non-GAAP net loss per share, basic and diluted, as GAAP weighted average shares used to compute net income (loss) per share attributable to common stockholders, basic, adjusted to reflect the shares of Matterport’s Class A common stock exchanged for the previously issued and outstanding shares of redeemable convertible preferred stock and common stock warrants of Matterport, Inc. (now known as Matterport Operating, LLC) in connection with the recently completed merger, that are outstanding as of the end of the period as if they were outstanding as of the beginning of the period for comparability, and the potentially dilutive effect of the Company’s employee equity incentive plan awards.

Conference Call Information
Matterport will host a conference call for analysts and investors to discuss its financial results for the first quarter of fiscal 2022 today 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 the Matterport’s Investor Relations website 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.
©2022 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 Matterport’s ability to implement business plans, forecasts, and other expectations in the industry in which Matterport competes, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. In addition, the financial results set forth in this press release are preliminary and unaudited, and are based on information currently available to the Company. While the Company believes these financial results are meaningful, they could differ from the audited results that the Company reports in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The Company assumes no obligation and does not intend to update these unaudited financial results prior to filing its Form 10-K for the fiscal year ended December 31, 2021. 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:
Soohwan Kim, CFA
VP, Investor Relations

Media Contact:
Tim McDowd
Director, Communications
+1 (650) 273-6999

(In thousands, except per share data)
 Three Months Ended
March 31,
Subscription$17,141 $13,800 
License23 2,260 
Services3,973 2,689 
Product7,373 8,180 
Total revenue28,510 26,929 
Costs of revenue:
Subscription5,262 3,251 
License— — 
Services2,983 2,035 
Product8,356 4,915 
Total costs of revenue16,601 10,201 
Gross profit11,909 16,728 
Operating expenses:
Research and development26,002 6,025 
Selling, general, and administrative70,849 13,058 
Total operating expenses96,851 19,083 
Loss from operations(84,942)(2,355)
Other income (expense):
Interest income1,295 
Interest expense— (308)
Change in fair value of warrants liabilities 21,433 — 
Change in fair value of contingent earn-out liability136,043 — 
Other expense, net(1,321)(198)
Total other income (expense)157,450 (498)
Income (loss) before provision for income taxes72,508 (2,853)
Provision for income taxes604 19 
Net income (loss)$71,904 $(2,872)
Net income (loss) per share attributable to common stockholders:
Basic$0.26 $(0.07)
Diluted$0.23 $(0.07)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:
Basic275,199 39,632 
Diluted312,432 39,632 

(In thousands)
 March 31,December 31,
Current assets:
Cash and cash equivalents$92,996 $139,519 
Restricted cash— 468 
Short-term investments308,813 264,931 
Accounts receivable, net
15,088 10,879 
Inventories5,166 5,593 
Prepaid expenses and other current assets14,213 16,313 
Total current assets436,276 437,703 
Property and equipment, net21,946 14,118 
Operating lease right-of-use assets3,369 — 
Long-term investments198,178 263,659 
Goodwill54,080 — 
Intangible assets, net5,140 — 
Other assets2,912 3,696 
Total assets$721,901 $719,176 
Current liabilities
Accounts payable$13,089 $12,227 
Deferred revenue14,270 11,074 
Accrued expenses and other current liabilities21,763 10,026 
Total current liabilities49,122 33,327 
Warrants liability6,405 38,974 
Contingent earn-out liability— 377,576 
Deferred revenue, non-current288 874 
Other long-term liabilities6,448 262 
Total liabilities62,263 451,013 
Commitments and contingencies
Redeemable convertible preferred stock
$— $— 
Stockholders’ equity:
        Common stock
28 25 
Additional paid-in capital1,061,938 737,735 
Accumulated other comprehensive loss(6,174)(1,539)
Accumulated deficit(396,154)(468,058)
Total stockholders’ equity659,638 268,163 
Total liabilities and stockholders’ equity$721,901 $719,176 

(In thousands, unaudited)
 Three Months Ended March 31,
Net income (loss)$71,904 $(2,872)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization2,463 1,285 
Amortization of debt discount— 67 
Amortization of investment premiums, net of accretion of discounts954 — 
Stock-based compensation, net of amounts capitalized55,277 658 
Change in fair value of warrants liabilities(21,433)— 
Change in fair value of contingent earn-out liability(136,043)— 
Deferred income taxes(227)— 
Allowance for doubtful accounts191 16 
Other45 (53)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable(3,988)(722)
Inventories427 185 
Prepaid expenses and other assets(1,571)(144)
Accounts payable659 1,869 
Deferred revenue2,610 1,787 
Accrued expenses and other liabilities3,254 (1,020)
Net cash provided by (used in) operating activities(25,478)1,056 
Purchases of property and equipment(448)(162)
Capitalized software and development costs(3,596)(1,344)
Purchase of investments(30,378)— 
Maturities of investments46,200 — 
Investment in convertible notes— (1,000)
Business acquisitions, net of cash acquired (30,020)— 
Net cash used in investing activities(18,242)(2,506)
Payment of transaction costs related to reverse recapitalization— (593)
Proceeds from exercise of stock options2,191 789 
Payments for taxes related to net settlement of equity awards(33,337)— 
Proceeds from exercise of warrants27,844 — 
Repayment of debt— (1,099)
Other 76 — 
Net cash used in financing activities(3,226)(903)
Net change in cash, cash equivalents, and restricted cash(46,946)(2,353)
Effect of exchange rate changes on cash(45)(12)
Cash, cash equivalents, and restricted cash at beginning of year139,987 52,250 
Cash, cash equivalents, and restricted cash at end of period$92,996 $49,885 

(In thousands, except per share amounts)
Three Months Ended March 31,
GAAP net income/(loss)$71,904 $(2,872)
Stock-based compensation expense (1)
56,088 658 
Acquisition-related costs (2)
172 — 
Amortization expense of acquired intangible assets260 — 
Change in fair value of warrants liabilities (3)
Change in fair value of contingent earn-out liability (4)
Payroll tax related to contingent earn-out share issuance (5)
1,164 — 
Non-GAAP net loss$(27,888)$(2,214)
GAAP net income (loss) per share attributable to common stockholders:
Basic$0.26 $(0.07)
Diluted$0.23 $(0.07)
Non-GAAP net loss per share attributable to common stockholders, basic and diluted$(0.10)$(0.01)
GAAP weighted-average shares used to compute net income (loss) per share, basic275,199 39,632 
Weighted-average effect of potentially dilutive securities (6)
37,233 — 
GAAP weighted-average shares used to compute net income (loss) per share, diluted312,432 39,632 
Excluded anti-dilutive weighted-average potential shares of common stock in calculating non-GAAP loss per share (37,233)— 
Adjustment for common stock issued in connection with the merger (7)
— 127,499 
Non-GAAP weighted-average shares used to compute net loss per share, basic and diluted 275,199 167,131 
(1) Consists primarily of non-cash share-based compensation related to the Company's stock incentive plans and earn-out arrangement.
(2) Consists of acquisition transaction costs.
(3) Consists of the non-cash fair value measurement change for public and private warrants.
(4) Represents the non-cash fair-value measurement change related to our earn-out liability.
(5) Represents the payroll tax related to Earn-out shares issuance and release.
(6) Consists of the potentially dilutive effect of employee equity incentive plan awards.
(7) Consists of non-GAAP adjustment of unweighted average common stock issued and converted from Matterport, Inc.’s (now known as Matterport Operating, LLC) previously issued and outstanding shares of convertible preferred stock and common stock warrants prior to the completion of the merger.