Non-GAAP Financial Information
In addition to Shapeways’ results determined in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Shapeways believes that Adjusted EBITDA, a non-U.S. GAAP financial measure, is useful in evaluating its operational performance. Shapeways uses this non-U.S. GAAP financial information to evaluate its ongoing operations and for internal planning and forecasting purposes. Shapeways believes that this non-U.S. GAAP financial information, when reviewed collectively with its U.S. GAAP results, may be helpful to investors in assessing its operating performance.
Shapeways defines Adjusted EBITDA as net (loss) income excluding debt forgiveness, interest expense, net of interest income, income tax benefit, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of earnout liability, restructuring costs, acquisition costs and other (which includes other income and non-operating gains and losses).
Shapeways believes that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends because it eliminates the effect of financing and capital expenditures and provides investors with a means to compare its financial measures with those of comparable companies, which may present similar non-U.S. GAAP financial measures to investors. However, you should be aware that when evaluating Adjusted EBITDA Shapeways may incur future expenses similar to those excluded when calculating these measures. In addition, Shapeways’ presentation of these measures should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.
Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. Shapeways compensates for these limitations by relying primarily on its U.S. GAAP results and using Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net income (loss) to Adjusted EBITDA below and not rely on any single financial measure to evaluate Shapeways’ business.
SHAPEWAYS HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) |
|||||||
|
September 30, 2022 |
|
December 31, 2021 |
||||
|
(Unaudited) |
|
|
||||
Assets |
|
|
|
||||
Current assets |
|
|
|
||||
Cash and cash equivalents |
$ |
46,941 |
|
|
$ |
79,677 |
|
Restricted cash |
|
136 |
|
|
|
142 |
|
Accounts receivable |
|
1,941 |
|
|
|
1,372 |
|
Inventory |
|
1,242 |
|
|
|
927 |
|
Prepaid expenses and other current assets |
|
5,416 |
|
|
|
4,360 |
|
Total current assets |
|
55,676 |
|
|
|
86,478 |
|
Property and equipment, net |
|
14,649 |
|
|
|
4,388 |
|
| Right-of-use assets, net |
|
2,475 |
|
|
|
842 |
|
| Goodwill |
|
6,411 |
|
|
|
1,835 |
|
| Intangible assets, net |
|
5,470 |
|
|
|
— |
|
| Security deposits |
|
267 |
|
|
|
175 |
|
| Total assets |
$ |
84,948 |
|
|
$ |
93,718 |
|
| Liabilities and Stockholders’ Equity |
|
|
|
||||
| Current liabilities |
|
|
|
||||
| Accounts payable |
$ |
1,761 |
|
|
$ |
1,909 |
|
| Accrued expenses and other liabilities |
|
5,681 |
|
|
|
2,645 |
|
| Operating lease liabilities, current |
|
777 |
|
|
|
639 |
|
| Deferred revenue |
|
1,036 |
|
|
|
921 |
|
| Total current liabilities |
|
9,255 |
|
|
|
6,114 |
|
| Operating lease liabilities, net of current portion |
|
1,777 |
|
|
|
326 |
|
| Warrant liabilities |
|
46 |
|
|
|
2,274 |
|
| Total liabilities |
|
11,078 |
|
|
|
8,714 |
|
| Commitments and contingencies |
|
|
|
||||
| Stockholders’ equity |
|
|
|
||||
| Preferred stock ($0.0001 par value; 10,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021, respectively) |
|
— |
|
|
|
— |
|
| Common stock ($0.0001 par value; 120,000,000 shares authorized; 49,294,285 and 48,627,739 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) |
|
5 |
|
|
|
5 |
|
| Additional paid-in capital |
|
200,657 |
|
|
|
198,179 |
|
| Accumulated deficit |
(126,072 |
) |
|
(112,811 |
) |
||
| Accumulated other comprehensive loss |
|
(720 |
) |
|
|
(369 |
) |
| Total stockholders’ equity |
|
73,870 |
|
|
|
85,004 |
|
| Total liabilities and stockholders’ equity |
$ |
84,948 |
|
|
$ |
93,718 |
|
| SHAPEWAYS HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) (in thousands, except share and per share amounts) |
|||||||||||||||
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
| Revenue, net |
$ |
8,449 |
|
|
$ |
7,716 |
|
|
$ |
24,452 |
|
|
$ |
25,354 |
|
| Cost of revenue |
|
4,758 |
|
|
|
4,055 |
|
|
|
13,710 |
|
|
|
13,271 |
|
| Gross profit |
|
3,691 |
|
|
|
3,661 |
|
|
|
10,742 |
|
|
|
12,083 |
|
| Operating expenses |
|
|
|
|
|
|
|
||||||||
| Selling, general and administrative |
|
7,605 |
|
|
|
4,399 |
|
|
|
20,516 |
|
|
|
10,613 |
|
| Research and development |
|
2,572 |
|
|
|
1,673 |
|
|
|
6,992 |
|
|
|
4,099 |
|
| Total operating expenses |
|
10,177 |
|
|
|
6,072 |
|
|
|
27,508 |
|
|
|
14,712 |
|
| Loss from operations |
|
(6,486 |
) |
|
|
(2,411 |
) |
|
|
(16,766 |
) |
|
|
(2,629 |
) |
| Other income (expense) |
|
|
|
|
|
|
|
||||||||
| Long-term debt forgiveness |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,000 |
|
| Change in fair value of earnout liability |
|
1,784 |
|
|
|
— |
|
|
|
1,784 |
|
|
|
— |
|
| Change in fair value of warrant liabilities |
|
31 |
|
|
|
5,088 |
|
|
|
1,558 |
|
|
|
5,088 |
|
| Interest expense |
|
(7 |
) |
|
|
(126 |
) |
|
|
(7 |
) |
|
|
(407 |
) |
| Interest income |
|
21 |
|
|
|
1 |
|
|
|
23 |
|
|
|
1 |
|
| Other income |
|
110 |
|
|
|
— |
|
|
|
149 |
|
|
|
1 |
|
| Total other income (expense), net |
|
1,939 |
|
|
|
4,963 |
|
|
|
3,507 |
|
|
|
6,683 |
|
| (Loss) income before income tax expense |
|
(4,547 |
) |
|
|
2,552 |
|
|
|
(13,259 |
) |
|
|
4,054 |
|
| Income tax expense (benefit) |
|
3 |
|
|
|
— |
|
|
|
2 |
|
|
|
(71 |
) |
| Net (loss) income |
|
(4,550 |
) |
|
|
2,552 |
|
|
|
(13,261 |
) |
|
|
4,125 |
|
| Deemed dividend - Earnout Shares |
— |
|
|
(18,132 |
) |
|
— |
|
|
(18,132 |
) |
||||
| Net loss attributable to common stockholders |
$ |
(4,550 |
) |
|
$ |
(15,580 |
) |
|
$ |
(13,261 |
) |
|
$ |
(14,007 |
) |
| Net (loss) income per share: |
|
|
|
|
|
|
|
||||||||
| Basic |
$ |
(0.09 |
) |
|
$ |
0.07 |
|
|
$ |
(0.25 |
) |
|
$ |
0.11 |
|
| Diluted |
$ |
(0.09 |
) |
|
$ |
0.07 |
|
|
$ |
(0.25 |
) |
|
$ |
0.11 |
|
| Net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
||||||||
| Basic |
$ |
(0.09 |
) |
|
$ |
(0.41 |
) |
|
$ |
(0.25 |
) |
|
$ |
(0.38 |
) |
| Diluted |
$ |
(0.09 |
) |
|
$ |
(0.41 |
) |
|
$ |
(0.25 |
) |
|
$ |
(0.38 |
) |
| Weighted average common shares outstanding: |
|
|
|
|
|
|
|
||||||||
| Basic |
|
53,185,561 |
|
|
|
37,932,345 |
|
|
|
52,985,344 |
|
|
|
37,351,244 |
|
| Diluted |
|
53,185,561 |
|
|
|
37,932,345 |
|
|
|
52,985,344 |
|
|
|
37,351,244 |
|
| Other comprehensive loss |
|
|
|
|
|
|
|
||||||||
| Foreign currency translation adjustment |
|
(125 |
) |
|
|
(22 |
) |
|
|
(351 |
) |
|
|
(39 |
) |
| Comprehensive loss |
$ |
(4,675 |
) |
|
$ |
(15,602 |
) |
|
$ |
(13,612 |
) |
|
$ |
(14,046 |
) |
| SHAPEWAYS HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands, except share and per share amounts) |
|||||||
|
|
Nine Months Ended September 30, |
||||||
|
|
|
2022 |
|
|
|
2021 |
|
| Cash flows from operating activities: |
|
|
|
||||
| Net (loss) income |
$ |
(13,261 |
) |
|
$ |
4,125 |
|
| Adjustments to reconcile net (loss) income to net cash used in operating activities: |
|
|
|
||||
| Depreciation and amortization |
|
1,032 |
|
|
|
424 |
|
| Stock-based compensation expense |
|
1,519 |
|
|
|
783 |
|
| Non-cash lease expense |
|
687 |
|
|
|
696 |
|
| Non-cash debt forgiveness |
|
— |
|
|
|
(2,000 |
) |
| Change in fair value of earnout liability |
|
(1,784 |
) |
|
|
— |
|
| Change in fair value of warrant liabilities |
|
(1,558 |
) |
|
|
(5,088 |
) |
| Change in operating assets and liabilities: |
|
|
|
||||
| Accounts receivable |
|
710 |
|
|
|
(924 |
) |
| Inventory |
|
(152 |
) |
|
|
173 |
|
| Prepaid expenses and other assets |
|
(1,335 |
) |
|
|
83 |
|
| Accounts payable |
|
(396 |
) |
|
|
(512 |
) |
| Accrued expenses and other liabilities |
|
713 |
|
|
|
853 |
|
| Lease liabilities |
|
(732 |
) |
|
|
(762 |
) |
| Deferred revenue |
|
(458 |
) |
|
|
(101 |
) |
| Net cash used in operating activities |
|
(15,015 |
) |
|
|
(2,250 |
) |
| Cash flows from investing activities: |
|
|
|
||||
| Purchases of property and equipment |
|
(9,043 |
) |
|
|
(125 |
) |
| Cash paid for acquisitions, net of cash acquired |
|
(8,861 |
) |
|
|
— |
|
| Net cash used in investing activities |
|
(17,904 |
) |
|
|
(125 |
) |
| Cash flows from financing activities: |
|
|
|
||||
| Proceeds from issuance of common stock |
|
289 |
|
|
|
552 |
|
| Proceeds received from exercise of preferred stock warrants |
|
— |
|
|
|
60 |
|
| Effect of Merger, net of transaction costs |
|
— |
|
|
|
86,792 |
|
| Repayments of loans payable |
|
— |
|
|
|
(3,459 |
) |
| Net cash provided by financing activities |
|
289 |
|
|
83,945 |
|
|
| Net change in cash and cash equivalents and restricted cash |
|
(32,630 |
) |
|
|
81,570 |
|
| Effect of change in foreign currency exchange rates on cash and cash equivalents and restricted cash |
|
(112 |
) |
|
|
(28 |
) |
| Cash and cash equivalents and restricted cash at beginning of period |
|
79,819 |
|
|
|
8,709 |
|
| Cash and cash equivalents and restricted cash at end of period |
$ |
47,077 |
|
|
$ |
90,251 |
|
| Supplemental disclosure of cash and non-cash transactions: |
|
|
|
||||
| Cash paid for interest |
$ |
— |
|
|
$ |
88 |
|
| Accrued acquisition of property and equipment |
$ |
— |
|
|
$ |
441 |
|
| Issuance of Legacy Shapeways common stock upon conversion of convertible notes |
$ |
— |
|
|
$ |
5,913 |
|
| Repurchase of Legacy Shapeways common stock |
$ |
— |
|
|
$ |
(152 |
) |
| SHAPEWAYS HOLDINGS, INC. RECONCILIATION OF GAAP TO NON-GAAP MEASURES For the Three and Nine Months Ended September 30, 2022 and 2021 |
||||||||||||||||
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
| (Dollars in thousands) |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
| Net (loss) income |
|
$ |
(4,550 |
) |
|
$ |
2,552 |
|
|
$ |
(13,261 |
) |
|
$ |
4,125 |
|
| Debt forgiveness |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,000 |
) |
| Interest expense, net |
|
|
(14 |
) |
|
|
125 |
|
|
|
(16 |
) |
|
|
406 |
|
| Depreciation and amortization |
|
|
473 |
|
|
|
146 |
|
|
|
1,032 |
|
|
|
424 |
|
| Stock based compensation |
|
|
1,207 |
|
|
|
438 |
|
|
|
1,519 |
|
|
|
783 |
|
| Change in fair value of earnout liability |
|
|
(1,784 |
) |
|
|
— |
|
|
|
(1,784 |
) |
|
|
— |
|
| Change in fair value of warrant liabilities |
|
|
(31 |
) |
|
|
(5,088 |
) |
|
|
(1,558 |
) |
|
|
(5,088 |
) |
| Income tax benefit |
|
|
3 |
|
|
|
— |
|
|
|
2 |
|
|
|
(71 |
) |
| Acquisition costs |
|
|
— |
|
|
|
— |
|
|
|
373 |
|
|
|
— |
|
| Restructuring costs |
|
|
190 |
|
|
|
— |
|
|
|
190 |
|
|
|
— |
|
| Other |
|
|
(109 |
) |
|
|
1 |
|
|
|
(148 |
) |
|
|
21 |
|
| Adjusted EBITDA |
|
$ |
(4,615 |
) |
|
$ |
(1,826 |
) |
|
$ |
(13,651 |
) |
|
$ |
(1,400 |
) |
| SHAPEWAYS HOLDINGS, INC. QUARTERLY PERFORMANCE (Unaudited) (in thousands) |
|||||||||||||||||||
|
|
Three Months Ended, |
||||||||||||||||||
|
|
September 30,
|
|
December 31,
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
||||||||||
| Revenue |
$ |
7,716 |
|
|
$ |
8,269 |
|
|
$ |
7,570 |
|
|
$ |
8,433 |
|
|
$ |
8,449 |
|
| % YoY Growth |
|
(5.0 |
)% |
|
|
(5.0 |
)% |
|
|
(14.0 |
)% |
|
|
(5.0 |
)% |
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Gross Profit |
$ |
3,661 |
|
|
$ |
3,867 |
|
|
$ |
3,409 |
|
|
$ |
3,642 |
|
|
$ |
3,691 |
|
| Gross Margin |
|
47.0 |
% |
|
|
47.0 |
% |
|
|
45.0 |
% |
|
|
43.0 |
% |
|
|
44.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Adjusted EBITDA |
$ |
(1,826 |
) |
|
$ |
(3,106 |
) |
|
$ |
(4,303 |
) |
|
$ |
(4,270 |
) |
|
$ |
(4,615 |
) |
| SHAPEWAYS HOLDINGS, INC. RECONCILIATION OF GAAP TO NON-GAAP MEASURES |
|||||||||||||||||||
|
|
Three Months Ended, |
||||||||||||||||||
| (Dollars in thousands) |
September 30,
|
|
December 31,
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
||||||||||
| Net (loss) income |
$ |
2,552 |
|
|
$ |
(2,369 |
) |
|
$ |
(4,037 |
) |
|
$ |
(4,674 |
) |
|
$ |
(4,550 |
) |
| Debt forgiveness |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Interest expense, net |
|
125 |
|
|
|
(4 |
) |
|
|
— |
|
|
|
(1 |
) |
|
|
(14 |
) |
| Depreciation and amortization |
|
146 |
|
|
|
169 |
|
|
|
182 |
|
|
|
377 |
|
|
|
473 |
|
| Stock based compensation |
|
438 |
|
|
|
2,124 |
|
|
|
312 |
|
|
|
457 |
|
|
|
1,207 |
|
| Change in fair value of earnout liability |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,784 |
) |
| Change in fair value of warrant liabilities |
|
(5,088 |
) |
|
|
(3,018 |
) |
|
|
(762 |
) |
|
|
(765 |
) |
|
|
(31 |
) |
| Income tax benefit |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
3 |
|
| Acquisition costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
373 |
|
|
|
— |
|
| Restructuring costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
190 |
|
| Other |
|
1 |
|
|
|
(8 |
) |
|
|
2 |
|
|
|
(36 |
) |
|
|
(109 |
) |
| Adjusted EBITDA |
$ |
(1,826 |
) |
|
$ |
(3,106 |
) |
|
$ |
(4,303 |
) |
|
$ |
(4,270 |
) |
|
$ |
(4,615 |
) |
