
PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents Matterport's unaudited Q1 2022 financial statements, showing $28.5 million revenue, $71.9 million net income, and $25.5 million cash used in operations Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Total Assets | $721,901 | $719,176 | | Cash and cash equivalents | $92,996 | $139,519 | | Short-term investments | $308,813 | $264,931 | | Total Liabilities | $62,263 | $451,013 | | Warrants liability | $6,405 | $38,974 | | Contingent earn-out liability | $0 | $377,576 | | Total Stockholders' Equity | $659,638 | $268,163 | Condensed Consolidated Statement of Operations Highlights (in thousands, except per share data) | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Total Revenue | $28,510 | $26,929 | | Gross Profit | $11,909 | $16,728 | | Loss from Operations | ($84,942) | ($2,355) | | Total other income (expense) | $157,450 | ($498) | | Net Income (Loss) | $71,904 | ($2,872) | | Diluted EPS | $0.23 | ($0.07) | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Cash Flow Activity | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | ($25,478) | $1,056 | | Net cash used in investing activities | ($18,242) | ($2,506) | | Net cash used in financing activities | ($3,226) | ($903) | | Net change in cash, cash equivalents, and restricted cash | ($46,946) | ($2,353) | Notes to the Consolidated Financial Statements (Unaudited) This section details Q1 2022 accounting policies and events, including the $64.4 million Enview acquisition, earn-out liability elimination, warrant redemption, and a surge in stock-based compensation to $61.1 million - On January 5, 2022, the company completed the acquisition of Enview, Inc. for a total purchase consideration of $64.4 million, consisting of $35.0 million in cash and $19.1 million in common stock, plus unpaid consideration, resulting in $54.1 million in goodwill7981 - All six Earn-out Triggering Events occurred as of January 18, 2022, resulting in the issuance of an aggregate of 21.5 million Earn-out Shares and the elimination of the contingent earn-out liability of $377.6 million by March 31, 202261152153 - The company redeemed all outstanding Public Warrants as of January 14, 2022, issuing 9.1 million shares upon exercise of public and private warrants, generating aggregate proceeds of $104.4 million, with 1.7 million Private Warrants remaining outstanding as of March 31, 2022144145 Stock-based Compensation Expense (in thousands) | Expense Category | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Costs of revenue | $1,809 | $25 | | Research and development | $12,943 | $138 | | Selling, general, and administrative | $40,525 | $495 | | Total Stock-based Compensation | $61,097 | $740 | Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Matterport's market position, Q1 2022 revenue growth to $28.5 million, widening operating loss to $84.9 million due to stock-based compensation, and strong $600 million liquidity - Matterport is focused on several growth vectors: scaling the enterprise across industry verticals, expanding internationally, investing in R&D, and expanding partner integrations and third-party developer platforms183 Key Business Metrics | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Spaces Under Management (millions) | 7.3 | 4.9 | | Total Subscribers (thousands) | 562 | 331 | | Paid Subscribers (thousands) | 58 | 49 | | Net Dollar Expansion Rate | 107% | 129% | Non-GAAP Loss from Operations (in thousands) | Line Item | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | GAAP loss from operations | $(84,942) | $(2,355) | | Add back: stock based compensation expense, net | $56,088 | $658 | | Other adjustments | $1,596 | $0 | | Non-GAAP loss from operations | $(27,258) | $(1,697) | Results of Operations Q1 2022 total revenue increased 6% to $28.5 million, driven by subscription growth, while gross margin contracted to 42% and operating expenses surged to $96.9 million due to stock-based compensation Revenue by Type (in thousands) | Revenue Type | Q1 2022 | Q1 2021 | % Change | | :--- | :--- | :--- | :--- | | Subscription | $17,141 | $13,800 | 24% | | License | $23 | $2,260 | (99)% | | Services | $3,973 | $2,689 | 48% | | Product | $7,373 | $8,180 | (10)% | | Total Revenue | $28,510 | $26,929 | 6% | - Gross margin decreased to 42% from 62% year-over-year, primarily due to minimal high-margin license revenue and lower product gross margins from using alternative suppliers to mitigate supply chain shortages260 - Research and development expenses increased 332% to $26.0 million, largely due to a $12.8 million increase in stock-based compensation and a $5.5 million increase in salary expenses from higher headcount261 - Selling, general and administrative expenses increased 443% to $70.8 million, driven by a $40.0 million increase in stock-based compensation and a $10.9 million increase in personnel-related costs262 Liquidity and Capital Resources Matterport maintained a strong $600 million liquidity position as of March 31, 2022, primarily from equity issuances and warrant exercises, despite using $25.5 million in operating cash Liquidity Position (in thousands) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $92,996 | $139,519 | | Investments | $506,991 | $528,590 | | Total cash, cash equivalents, and investments | $599,987 | $668,577 | - Net cash used in operating activities was $25.5 million for Q1 2022, compared to net cash provided by operating activities of $1.1 million in Q1 2021273274 - Net cash used in investing activities was $18.2 million, primarily for business acquisitions ($30.0 million) and capitalized software ($3.6 million), partially offset by maturities of investments ($46.2 million)276 - Net cash used in financing activities was $3.2 million, reflecting a $33.3 million payment for taxes on net settlement of equity awards, largely offset by $27.8 million in proceeds from warrant exercises278 Quantitative and Qualitative Disclosures About Market Risk The company identifies foreign currency and inflation as primary market risks, noting no material impact from a hypothetical 10% currency change or current inflation - The company's results are subject to fluctuations from foreign currency exchange rates as expenses are denominated in currencies of jurisdictions where it operates, primarily the U.S., U.K., and Singapore285 - Management does not believe inflation has had a material effect on the business but notes that an inability to offset higher costs through price increases could harm future results286 Controls and Procedures Management concluded disclosure controls were ineffective as of March 31, 2022, due to material weaknesses in internal control over financial reporting, with a remediation plan underway - Management concluded that disclosure controls and procedures were not effective as of March 31, 2022, due to material weaknesses in internal control over financial reporting288 - Identified material weaknesses include: (1) not maintaining a sufficient complement of personnel with appropriate accounting and internal controls knowledge; (2) ineffective design of controls over the period-end financial reporting process; and (3) ineffective IT general controls for relevant information systems290291 - The company has initiated a remediation plan that includes hiring additional accounting and finance resources, designing and implementing improved controls, and engaging a third-party IT consulting firm293 PART II. OTHER INFORMATION Legal Proceedings The company is involved in ongoing legal matters, including an appeal against a former employee's lawsuit, indemnifying Redfin in a patent case, and responding to an SEC information request - A former employee and shareholder, William J. Brown, sued the company over stock transfer restrictions; a Delaware court ruled against the company, which filed a notice of appeal on February 8, 2022297298 - The company is indemnifying Redfin Corporation in a patent infringement lawsuit filed by Surefield concerning Redfin's use of Matterport's 3D-Walkthrough technology, with the case tentatively set for trial in May 2022127 - In January 2021, Legacy Matterport received a voluntary request for information from the SEC's Division of Enforcement related to certain secondary market securities sales and repurchases, with which the company states it has fully complied128 Unregistered Sales of Equity Securities and Use of Proceeds In February 2022, the company issued 99,501 unregistered Class A common shares to a customer as consideration for development agreement milestones - In February 2022, 99,501 shares of Class A common stock were issued to a customer for achieving milestones under a development agreement, unregistered and relying on the exemption in Section 4(a)(2) of the Securities Act299 Other Items (Items 3, 4, 5 & 6) This section confirms no defaults on senior securities, no mine safety disclosures, no other material information, and lists filed exhibits - The company reported no defaults upon senior securities, no mine safety disclosures, and no other material information required to be disclosed under Item 5300301