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): August 8, 2023
________________________
MATTERPORT, INC.
(Exact name of registrant as specified in its charter)
________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650 ) 641-2241
N/A
(Former name or former address, if changed since last report.)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 August 8, 2023 , Matterport, Inc. (the “Company”) issued a press release announcing its financial and operational results for the second 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.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Matterport, Inc. | ||||||||
Date: | By: | /s/ James D. Fay | ||||||
| Name: | James D. Fay | |||||||
| Title: | Chief Financial Officer | |||||||
Exhibit 99.1
Matterport Announces Second Quarter 2023 Financial Results
•Q2 total revenue of $39.6 million, up 39% year-over-year, at high end of guidance range
•Q2 subscription revenue reached record $20.9 million, at high end of guidance range
•Q2 GAAP loss per share of $0.19 and Non-GAAP loss per share of $0.07, at high end of guidance range
•Company raises 2023 Non-GAAP loss per share guidance
•Accelerates operational cash flow profitability target to 2024
SUNNYVALE, Calif. — Aug. 8, 2023 — 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 June 30, 2023.
“The second quarter execution was pivotal for the company this year. We delivered record subscription and services revenue while doubling-down on our efficiency initiatives to deliver step function productivity gains in the second half of 2023. Total revenue for the quarter grew to nearly $40 million, fueled by strong enterprise adoption and steady improvements with our small and medium-sized businesses,” said RJ Pittman, Chairman and Chief Executive Officer of Matterport. “Our strategic partnerships continue to drive pipeline, connect us to large industry ecosystems, open new technology distribution channels, and critically enhance our platform's functionality for customers. Our unmatched digital twin platform equips customers with crucial tools for managing and marketing their properties and facilities. By harnessing our extensive spatial data library, we expect our new AI solutions will generate breakthrough customer value and bolster our subscription revenue per account,” Pittman added.
“Our continued growth in total and subscription revenue as well as commitment to streamlining operations have propelled us to another quarter of exceptional bottom-line outperformance, delivering Non-GAAP loss per share toward the top end of guidance,” said JD Fay, Chief Financial Officer of Matterport. “Looking forward, our recent restructuring aims to fast-track our path to operational cash flow profitability to 2024, a full year ahead of our previous plan. These difficult and decisive steps reflect our dedication to constructing a sustainable business emphasizing long-term growth and profitability.”
Second Quarter 2023 Financial Highlights
•Total subscribers increased to 827,000, up 34% year-over-year
•Spaces under management increased to 10.5 million, up 31% year-over-year
•Total revenue of $39.6 million, up 39% year-over-year
•Subscription revenue of $20.9 million, up 13% year-over-year
•Annualized Recurring Revenue (ARR) exiting the second quarter was $83.5 million
•Services revenue of $10.7 million, up 113% year-over-year
•Net loss of $0.19 per share
•Non-GAAP net loss of $0.07 per share, a 42% improvement year-over-year
•Cash used in operating activities was $12.4 million, and improvement of 62% year-over-year
Recent Business Highlights
•Announced Genesis, a new initiative that aims to deliver generative AI across the Company’s digital twin platform for customers looking to bolster efficiency and profitability of their property portfolios worldwide. Genesis combines deep learning and computer vision innovations including Cortex AI and Property Intelligence, with generative AI to deliver a new generation of digital twins. These will be dynamic with interiors easily removed, redesigned, and presented in dimensionally accurate 3D. New design concepts, operational layouts, and other space utilization requirements can be quickly evaluated and customized for
buildings of any size, residential or commercial. The project builds upon the Company’s decade-long expertise in artificial intelligence and its market-leading 3D spatial data library of more than 30 billion square feet of digitized physical space, to help customers market, manage, and reimagine every type of property across the built world– automatically.
•Announced changes to subscription plans and pricing. The Company implemented price increases ranging from 7% to 11% across its subscription plans, representing its first pricing change since 2019. New subscription plans offer increased flexibility alongside the rich features and functionality added to the Company’s digital twin platform each every year. The Company updated plans so customers can find the right subscription that fits their needs and budget while recognizing the value these plans offer customers.
•Announced a reorganization to streamline business operations in July. As part of ongoing efforts to optimize our global workforce and improve operating efficiency, the Company eliminated certain roles, and started the process to evaluate possible redundancies in Europe. The Company’s ability to adapt to rapidly changing global market conditions has been vital to its continued success. The health and strength of the business is critical to ensuring the Company continues to serve its customers with world-class products and services.
•Announced the general availability of new integrations with AWS IoT TwinMaker, enabling enterprise customers to seamlessly connect real-time factory data into a Matterport digital twin. This new offering from Matterport supports enterprise digital transformation efforts by providing customers with an efficient and cost-effective solution to remotely optimize building operations, increase production output, improve equipment performance, and increase environmental health and safety at their facilities.
•Announced its partnership with Equinox Technologies, a distributor of global technologies and Managed Security Services to offer Matterport’s digital twin platform to Government, Enterprise and Small-to-Medium sized customers out of its offices in the United Arab Emirates, India, Oman, Saudi Arabia, and South Africa. The Company also announced that it is significantly expanding its presence in Latin America, partnering with CompuSoluciones, one of the largest value-added distributors of technology in the region, as a key distributor of Matterport’s digital twin technologies in Mexico and Colombia.
•Announced that Tenzan Sake Brewery Co., one of the world’s oldest sake brewers, has selected Matterport’s digital twin platform and 3D capture technology to digitally recreate its historic facility. The Company also entered its third year of collaboration with the global forum for collectible design, Design Miami/, to create an immersive digital twin of the iconic Swiss event, Design Miami/ Basel.
Third Quarter and Full Year 2023 Outlook
The Company is providing the following financial guidance for the third quarter and full year 2023. The Company is raising its full year guidance for Non-GAAP loss per share driven by the Company’s continued focus on operating efficiency. This guidance will be discussed in greater detail on today’s conference call.
| Q3 2023 Guidance | FY 2023 Guidance | |||||||
| Total revenue (in millions) | $38 — $40 | $155 — $159 | ||||||
| Year-over-year growth | 0% - 5% | 14% - 17% | ||||||
| Subscription revenue (in millions) | $21.8 — $22.0 | $85 — $86 | ||||||
| Year-over-year growth | 15% - 16% | 15% - 17% | ||||||
| Non-GAAP loss per share | $(0.07) - $(0.05) | $(0.28) - $(0.24) | ||||||
| Weighted average fully diluted shares outstanding (in millions) | 303 | 300 | ||||||
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 second quarter 2023 today, August 8, 2023, 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 investors.matterport.com. The dial-in number will be (412) 902-4209, conference ID: 10176797.
The financial results press release and a live webcast of the conference call will be accessible from the Matterport website at investors.matterport.com. An audio webcast replay of the conference call will also be available for one year at investors.matterport.com.
About Matterport
Matterport, Inc. (Nasdaq: MTTR) is leading the digital transformation of the built world. Our groundbreaking spatial data platform turns buildings into data to make nearly every space more valuable and accessible. Millions of buildings in more than 177 countries have been transformed into immersive Matterport digital twins to improve every part of the building lifecycle from planning, construction, and operations to documentation, appraisal and marketing. Learn more at matterport.com and browse a gallery of digital twins.
©2023 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 the regulatory environment and complexities with compliance related to such environment; our ability to remediate our material weaknesses; factors relating to our business, operations and financial performance, including: the impact of the ongoing COVID-19 public health emergency or other 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
ir@matterport.com
Media Contact:
Steve Lombardi
press@matterport.com
MATTERPORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Subscription | $ | 20,868 | $ | 18,386 | $ | 40,715 | $ | 35,527 | |||||||||||||||
| License | 27 | 26 | 54 | 49 | |||||||||||||||||||
| Services | 10,684 | 5,013 | 19,388 | 8,986 | |||||||||||||||||||
| Product | 7,988 | 5,056 | 17,404 | 12,429 | |||||||||||||||||||
| Total revenue | 39,567 | 28,481 | 77,561 | 56,991 | |||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Subscription | 7,235 | 6,109 | 14,197 | 11,371 | |||||||||||||||||||
| License | — | — | — | — | |||||||||||||||||||
| Services | 8,009 | 3,169 | 14,253 | 6,152 | |||||||||||||||||||
| Product | 8,360 | 7,490 | 16,736 | 15,846 | |||||||||||||||||||
| Total cost of revenue | 23,604 | 16,768 | 45,186 | 33,369 | |||||||||||||||||||
| Gross profit | 15,963 | 11,713 | 32,375 | 23,622 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 18,861 | 21,518 | 37,134 | 47,520 | |||||||||||||||||||
| Selling, general, and administrative | 56,008 | 59,385 | 110,941 | 130,234 | |||||||||||||||||||
| Total operating expenses | 74,869 | 80,903 | 148,075 | 177,754 | |||||||||||||||||||
| Loss from operations | (58,906) | (69,190) | (115,700) | (154,132) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 1,481 | 1,484 | 2,952 | 2,779 | |||||||||||||||||||
| Change in fair value of warrants liability | (171) | 4,714 | 51 | 26,147 | |||||||||||||||||||
| Change in fair value of contingent earn-out liability | — | — | — | 136,043 | |||||||||||||||||||
| Other income (expense), net | 1,223 | (1,353) | 2,406 | (2,674) | |||||||||||||||||||
| Total other income | 2,533 | 4,845 | 5,409 | 162,295 | |||||||||||||||||||
| Income (loss) before provision for income taxes | (56,373) | (64,345) | (110,291) | 8,163 | |||||||||||||||||||
| Provision for income taxes | 163 | 289 | 87 | 893 | |||||||||||||||||||
| Net income (loss) | $ | (56,536) | $ | (64,634) | $ | (110,378) | $ | 7,270 | |||||||||||||||
| Net income (loss) per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | $ | (0.19) | $ | (0.23) | $ | (0.37) | $ | 0.03 | |||||||||||||||
| Diluted | $ | (0.19) | $ | (0.23) | $ | (0.37) | $ | 0.02 | |||||||||||||||
| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | 298,096 | 283,405 | 295,599 | 279,289 | |||||||||||||||||||
| Diluted | 298,096 | 283,405 | 295,599 | 313,834 | |||||||||||||||||||
MATTERPORT INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| June 30, | December 31, | ||||||||||
| 2023 | 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 82,316 | $ | 117,128 | |||||||
| Short-term investments | 363,295 | 355,815 | |||||||||
Accounts receivable, net | 18,649 | 20,844 | |||||||||
| Inventories | 12,198 | 11,061 | |||||||||
| Prepaid expenses and other current assets | 7,236 | 13,084 | |||||||||
| Total current assets | 483,694 | 517,932 | |||||||||
| Property and equipment, net | 32,684 | 30,559 | |||||||||
| Operating lease right-of-use assets | 1,933 | 2,515 | |||||||||
| Long-term investments | — | 3,959 | |||||||||
| Goodwill | 69,593 | 69,593 | |||||||||
| Intangible assets, net | 10,005 | 10,890 | |||||||||
| Other assets | 6,819 | 4,947 | |||||||||
| Total assets | $ | 604,728 | $ | 640,395 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 8,162 | $ | 8,331 | |||||||
| Deferred revenue | 21,037 | 16,731 | |||||||||
| Accrued expenses and other current liabilities | 20,636 | 23,916 | |||||||||
| Total current liabilities | 49,835 | 48,978 | |||||||||
| Warrants liability | 752 | 803 | |||||||||
| Deferred revenue, non-current | 1,820 | 1,201 | |||||||||
| Other long-term liabilities | 819 | 5,502 | |||||||||
| Total liabilities | 53,226 | 56,484 | |||||||||
Commitments and contingencies | |||||||||||
Redeemable convertible preferred stock | $ | — | $ | — | |||||||
| Stockholders’ equity: | |||||||||||
Common stock | 30 | 29 | |||||||||
| Additional paid-in capital | 1,242,360 | 1,168,313 | |||||||||
| Accumulated other comprehensive loss | (1,113) | (5,034) | |||||||||
| Accumulated deficit | (689,775) | (579,397) | |||||||||
| Total stockholders’ equity | 551,502 | 583,911 | |||||||||
| Total liabilities and stockholders’ equity | $ | 604,728 | $ | 640,395 | |||||||
MATTERPORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | (110,378) | $ | 7,270 | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | 9,102 | 5,563 | |||||||||
| Amortization of investment premiums, net of accretion of discounts | (2,319) | 1,829 | |||||||||
| Stock-based compensation, net of amounts capitalized | 63,253 | 87,233 | |||||||||
| Change in fair value of warrants liability | (51) | (26,147) | |||||||||
| Change in fair value of contingent earn-out liability | — | (136,043) | |||||||||
| Deferred income taxes | (185) | 69 | |||||||||
| Allowance for doubtful accounts | 49 | 195 | |||||||||
| Loss of excess inventory and purchase obligation | 1,592 | — | |||||||||
| Other | (225) | 316 | |||||||||
| Changes in operating assets and liabilities, net of effects of businesses acquired: | |||||||||||
| Accounts receivable | 2,146 | (3,426) | |||||||||
| Inventories | (5,787) | (881) | |||||||||
| Prepaid expenses and other assets | 4,252 | (2,946) | |||||||||
| Accounts payable | (169) | 2,367 | |||||||||
| Deferred revenue | 4,925 | 2,641 | |||||||||
| Accrued expenses and other liabilities | 956 | 3,682 | |||||||||
| Net cash used in operating activities | (32,839) | (58,278) | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property and equipment | (101) | (866) | |||||||||
| Capitalized software and development costs | (5,248) | (7,086) | |||||||||
| Purchase of investments | (251,603) | (87,997) | |||||||||
| Maturities of investments | 254,601 | 160,124 | |||||||||
| Business acquisitions, net of cash acquired | (1,676) | (30,020) | |||||||||
| Net cash provided by (used in) investing activities | (4,027) | 34,155 | |||||||||
| CASH FLOW FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from sales of shares through employee equity incentive plans | 2,195 | 4,892 | |||||||||
| 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 (used in) financing activities | 1,866 | (1,612) | |||||||||
| Net change in cash, cash equivalents, and restricted cash | (35,000) | (25,735) | |||||||||
| Effect of exchange rate changes on cash | 188 | (329) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of year | 117,128 | 139,987 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 82,316 | $ | 113,923 | |||||||
MATTERPORT, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| GAAP net income (loss) | $ | (56,536) | $ | (64,634) | $ | (110,378) | $ | 7,270 | ||||||||||||||||||
Stock-based compensation related charges (1) | 34,449 | 32,889 | 67,560 | 88,977 | ||||||||||||||||||||||
Acquisition-related costs (2) | — | 900 | — | 1,072 | ||||||||||||||||||||||
| Amortization expense of acquired intangible assets | 443 | 265 | 886 | 525 | ||||||||||||||||||||||
Change in fair value of warrants liability (3) | 171 | (4,714) | (51) | (26,147) | ||||||||||||||||||||||
Change in fair value of contingent earn-out liability (4) | — | — | — | (136,043) | ||||||||||||||||||||||
Payroll tax related to contingent earn-out share issuance (5) | — | — | — | 1,164 | ||||||||||||||||||||||
| Non-GAAP net loss | $ | (21,473) | $ | (35,294) | $ | (41,983) | $ | (63,182) | ||||||||||||||||||
| GAAP net income (loss) per share attributable to common stockholders: | ||||||||||||||||||||||||||
| Basic | $ | (0.19) | $ | (0.23) | $ | (0.37) | $ | 0.03 | ||||||||||||||||||
| Diluted | $ | (0.19) | $ | (0.23) | $ | (0.37) | $ | 0.02 | ||||||||||||||||||
| Non-GAAP net loss per share attributable to common stockholders, basic and diluted | $ | (0.07) | $ | (0.12) | $ | (0.14) | $ | (0.23) | ||||||||||||||||||
| Weighted-average shares used to compute GAAP net income (loss) per share, basic | 298,096 | 283,405 | 295,599 | 279,289 | ||||||||||||||||||||||
Weighted-average effect of potentially dilutive securities (6) | — | — | — | 34,545 | ||||||||||||||||||||||
| Weighted-average shares used to compute GAAP net income (loss) per share, diluted | 298,096 | 283,405 | 295,599 | 313,834 | ||||||||||||||||||||||
| Excluded anti-dilutive weighted-average potential shares of common stock in calculating non-GAAP loss per share | — | — | — | (34,545) | ||||||||||||||||||||||
| Weighted-average shares used to compute non-GAAP net loss per share, basic and diluted | 298,096 | 283,405 | 295,599 | 279,289 | ||||||||||||||||||||||
(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 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 in the three months ended March 31, 2022.
(6) Consists of the potentially dilutive effect of employee equity incentive plan awards.