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

6 Months Ended

Jun. 30, 2022

Note 18. 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 June 30,					Six Months Ended June 30,
(in thousands, except per share amounts)	2022		2021			2022		2021
Numerator:
Net profit (loss) and comprehensive income (loss)	$	4,075	$	(11,090	)	$	8,314	$	(21,109	)
Net profit (loss) attributable to common stockholders - Basic & Diluted		4,075		(11,090	)		8,314		(21,109	)
Denominator:
Weighted average shares outstanding - Basic		188,102,342		39,855,379			187,247,566		39,649,848
Add: Weighted average unvested options outstanding		636,975		—			581,279		—
Add: Dilutive effect of restricted units issued		137,446		—			500,486		—
Weighted average shares outstanding - Diluted		188,876,763		39,855,379			188,329,331		39,649,848
Net profit (loss) per common share:
Basic	$	0.02	$	(0.28	)	$	0.04	$	(0.53	)
Diluted		0.02		(0.28	)		0.04		(0.53	)

For the three and six months ended June 30, 2021, 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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Convertible preferred stock		—		107,683,976		—		107,683,976
Unvested RSUs		5,585,756		1,419,093		5,096,729		1,419,093
Unvested option awards		5,155,894		12,142,483		2,577,947		12,142,483
Warrants		8,524,984		—		8,524,984		—
Contingently issuable earnout shares		14,666,667		—		14,666,667		—
Total		33,933,301		121,245,552		30,866,327		121,245,552