Markforged Holding Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Net Profit (Loss) Per Share

Net Profit (Loss) Per Share

9 Months Ended

Sep. 30, 2021

Note 15. Net Profit (Loss) Per Share

The Company computes basic net profit (loss) per share using net profit (loss) attributable to Company common stockholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share includes shares issuable upon exercise of warrants, outstanding stock options, stock-based awards, and earnout awards where the conversion of such instruments would be dilutive. The Company assessed the dilutive effect of potential common shares under the treasury stock method for warrants, outstanding stock options, and stock-based awards, but excluding contingently issuable shares for the Markforged Earnout Shares.

As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Merger closing date by multiplying them by the Exchange Ratio used to determine the number of shares of common stock into which they converted.


	Three Months Ended September 30,					Nine Months Ended September 30,
(in thousands, except per share amounts)	2021		2020			2021		2020
Numerator:
Net profit (loss) and comprehensive income (loss)	$	21,703	$	(3,719	)	$	594	$	(14,653	)
Net profit (loss) attributable to common stockholders - Basic & Diluted		21,703		(3,719	)		594		(14,653	)
Denominator:
Weighted average shares outstanding - Basic		162,942,990		38,545,607			81,373,265		38,149,992
Add: Weighted average unvested options outstanding		4,148,330		-			4,033,901		-
Weighted average shares outstanding - Diluted		167,091,320		38,545,607			85,407,166		38,149,992
Net profit (loss) per common share:
Basic	$	0.13	$	(0.10	)	$	0.01	$	(0.38	)
Diluted		0.13		(0.10	)		0.01		(0.38	)

For the three and nine months ended September 30, 2020, the Company was in a net loss position, thus the effect of potentially dilutive securities, including non-vested stock options, restricted stock awards, warrants, and convertible preferred stock, was excluded from the denominator for the calculation of diluted net loss per share because the inclusion of such securities would be antidilutive. The following dilutive securities are excluded from the denominator:


	Three and Nine Months Ended September 30,
	2021		2020
Convertible preferred stock		-		107,522,670
Unvested RSUs		3,844,737		-
Unvested awards		-		7,669,939
Warrants		8,525,000		180,928
Contingently issuable earnout shares		14,666,667		-
Total		27,036,404		115,373,537