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, 2022

Note 18. Net (Loss) Profit 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)	2022			2021		2022			2021
Numerator:
Net (loss) profit	$	(22,970	)	$	21,703	$	(14,656	)	$	594
Net (loss) profit attributable to common stockholders - Basic & Diluted		(22,970	)		21,703		(14,656	)		594
Denominator:
Weighted average shares outstanding - Basic		189,766,945			162,942,990		188,225,543			81,373,265
Add: Weighted average unvested options outstanding		—			4,148,330		—			4,033,901
Add: Dilutive effect of restricted units issued		—			—		—			—
Weighted average shares outstanding - Diluted		189,766,945			167,091,320		188,225,543			85,407,166
Net (loss) profit per common share:
Basic	$	(0.12	)	$	0.13	$	(0.08	)	$	0.01
Diluted		(0.12	)		0.13		(0.08	)		0.01

For the three and nine months ended September 30, 2022, 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 Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Unvested RSUs		12,313,957		3,844,737		12,313,957		3,844,737
Unvested option awards		12,386,057		—		12,386,057		—
Warrants		8,524,984		8,524,984		8,524,984		8,524,984
Contingently issuable earnout shares		14,666,667		14,666,667		14,666,667		14,666,667
Total		47,891,665		27,036,388		47,891,665		27,036,388