We recommend that you review the reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures provided in the financial statement tables included below in this press release, and that you not rely on any single financial measure to evaluate our business. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
Investors should note that beginning with the second quarter of 2022, we have modified the presentation of “non-recurring costs” included in non-GAAP gross margin, non-GAAP operating profit (loss), non-GAAP net profit (loss) and non-GAAP earnings per share metrics to include certain non-recurring litigation costs. We use these metrics to provide an understanding of the results of its core business performance and believe these non-recurring litigation costs are reflective of one-time expenses that are not indicative of the performance of our core business’ operations. This change increases “non-recurring costs” by $0.6 million, $1.0 million, and $0.8 million in the first through third quarters of 2022, respectively, and by $3.7 million, $0.9 million, and $2.3 million in the first through third quarters of 2021, respectively. To conform to the current period’s presentation, we have included non-recurring litigation costs as “non-recurring costs” when presenting the foregoing non-GAAP figures for the year to date period and periods presented for 2021.
The following are the non-GAAP financial measures referenced in this press release and presented in the tables below:
- Non-GAAP gross margin is defined as GAAP operating profit (loss), less stock-based compensation expense and certain non-recurring costs, divided by revenue.
- Non-GAAP operating profit (loss) is defined as GAAP operating profit (loss) less stock-based compensation expense and certain non-recurring costs.
- Non-GAAP net profit (loss) is defined as GAAP net profit (loss) less stock-based compensation expense, net change in fair value of warrant liabilities and contingent earnout liabilities, and certain non-recurring costs.
- Non-GAAP earnings per share is defined as GAAP net profit (loss) less stock-based compensation expense, net change in fair value of warrant liabilities and contingent earnout liabilities, and certain non-recurring costs, divided by diluted weighted average shares outstanding for the period.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “strategy,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “opportunity” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although Markforged believes that it has a reasonable basis for each forward-looking statement contained in this press release, Markforged cautions you that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which it cannot be certain. Forward-looking statements in this press release include, but are not limited to, future growth rate, revenue, gross profit margin and earnings guidance; timing for achieving profitability; our ability to fulfill orders for our products in a timely fashion in the future; expected growth, the size of and opportunity to increase our addressable market; the anticipated benefits of the acquisition of Digital Metal, the rate and extent of adoption of our products, including, but not limited to, our most recently introduced products; market trends in the manufacturing industry; the effects of macroeconomic factors; and the benefits to consumers, functionality and applications of Markforged’s products. Markforged cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, general economic, political and business conditions; the ability of Markforged to maintain its listing on the New York Stock Exchange; the effect of COVID-19 on Markforged’s business and financial results; the outcome of any legal proceedings against Markforged; and those factors discussed under the header “Risk Factors” in Markforged’s most recent periodic and other filings with the SEC. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that Markforged will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent Markforged’s views as of the date of this press release. Markforged anticipates that subsequent events and developments will cause its views to change. However, while Markforged may elect to update these forward-looking statements at some point in the future, Markforged has no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing Markforged’s views as of any date subsequent to the date of this press release.
MARKFORGED HOLDING CORPORATION |
|
|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS |
|
|||||||
As of September 30, 2022 and December 31, 2021 |
|
|||||||
(In thousands, except share data and par value amounts) (Unaudited) |
|
|||||||
|
|
|
|
|
|
|
||
|
|
September 30,
|
|
|
December 31,
|
|
||
Assets |
|
|
|
|||||
Current assets |
|
|
|
|||||
Cash and cash equivalents |
|
$ |
181,805 |
|
|
$ |
288,603 |
|
Accounts receivable, net |
|
|
30,135 |
|
|
|
26,777 |
|
Inventory |
|
|
24,561 |
|
|
|
10,377 |
|
Prepaid expenses |
|
|
3,647 |
|
|
|
3,921 |
|
Other current assets |
|
|
2,918 |
|
|
|
511 |
|
Total current assets |
|
|
243,066 |
|
|
|
330,189 |
|
Property and equipment, net |
|
|
13,409 |
|
|
|
6,349 |
|
Goodwill |
|
|
31,249 |
|
|
|
— |
|
Intangible assets |
|
|
15,377 |
|
|
|
— |
|
Right-of-use assets |
|
|
45,615 |
|
|
|
— |
|
Other assets |
|
|
3,150 |
|
|
|
776 |
|
Total assets |
|
$ |
351,866 |
|
|
$ |
337,314 |
|
Liabilities and Stockholders’ Equity |
|
|
|
|||||
Current liabilities |
|
|
|
|||||
Accounts payable |
|
$ |
10,792 |
|
|
$ |
11,403 |
|
Accrued expenses |
|
|
9,878 |
|
|
|
7,411 |
|
Deferred revenue |
|
|
6,781 |
|
|
|
6,288 |
|
Operating lease liabilities |
|
|
7,778 |
|
|
|
— |
|
Other current liabilities |
|
|
21 |
|
|
|
310 |
|
Total current liabilities |
|
|
35,250 |
|
|
|
25,412 |
|
Long-term deferred revenue |
|
|
4,535 |
|
|
|
3,742 |
|
Deferred rent |
|
|
— |
|
|
|
1,623 |
|
Contingent earnout liability |
|
|
8,740 |
|
|
|
59,722 |
|
Long-term operating lease liabilities |
|
|
40,333 |
|
|
|
— |
|
Other liabilities |
|
|
4,944 |
|
|
|
2,646 |
|
Total liabilities |
|
|
93,802 |
|
|
|
93,145 |
|
Commitments and contingencies |
|
|
|
|
|
|
||
Stockholders’ equity |
|
|
|
|
|
|
||
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at September 30, 2022 and December 31, 2021; 193,643,855 and 185,993,058 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively |
|
|
19 |
|
|
|
19 |
|
Additional paid-in capital |
|
|
350,022 |
|
|
|
319,859 |
|
Accumulated deficit |
|
|
(90,365 |
) |
|
|
(75,709 |
) |
Accumulated other comprehensive income (loss) |
|
|
(1,612 |
) |
|
|
— |
|
Total stockholders’ equity |
|
|
258,064 |
|
|
|
244,169 |
|
Total liabilities and stockholders’ equity |
|
$ |
351,866 |
|
|
$ |
337,314 |
|
MARKFORGED HOLDING CORPORATION |
|||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
|||||||||||||||
For the Three and Nine Months Ended September 30, 2022 and 2021 |
|||||||||||||||
(In thousands, except share data and per share data) (Unaudited) |
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Revenue |
$ |
25,208 |
|
|
$ |
24,045 |
|
|
$ |
71,294 |
|
|
$ |
64,584 |
|
Cost of revenue |
|
12,959 |
|
|
|
10,330 |
|
|
|
34,514 |
|
|
|
26,729 |
|
Gross profit |
|
12,249 |
|
|
|
13,715 |
|
|
|
36,780 |
|
|
|
37,855 |
|
Operating expenses |
|
|
|
|
|
|
|
||||||||
Sales and marketing |
|
11,783 |
|
|
|
10,399 |
|
|
|
35,104 |
|
|
|
25,711 |
|
Research and development |
|
10,421 |
|
|
|
9,761 |
|
|
|
31,375 |
|
|
|
21,487 |
|
General and administrative |
|
12,873 |
|
|
|
15,935 |
|
|
|
38,094 |
|
|
|
32,770 |
|
Total operating expenses |
|
35,077 |
|
|
|
36,095 |
|
|
|
104,573 |
|
|
|
79,968 |
|
Loss from operations |
|
(22,828 |
) |
|
|
(22,380 |
) |
|
|
(67,793 |
) |
|
|
(42,113 |
) |
Change in fair value of warrant liabilities |
|
(448 |
) |
|
|
1,418 |
|
|
|
1,221 |
|
|
|
170 |
|
Change in fair value of contingent earnout liability |
|
(656 |
) |
|
|
42,710 |
|
|
|
50,982 |
|
|
|
42,710 |
|
Other expense |
|
(39 |
) |
|
|
(48 |
) |
|
|
(429 |
) |
|
|
(168 |
) |
Interest expense |
|
(2 |
) |
|
|
(6 |
) |
|
|
(11 |
) |
|
|
(15 |
) |
Interest income |
|
1,006 |
|
|
|
6 |
|
|
|
1,380 |
|
|
|
9 |
|
Profit (loss) before income taxes |
|
(22,967 |
) |
|
|
21,700 |
|
|
|
(14,650 |
) |
|
|
593 |
|
Income tax benefit |
|
3 |
|
|
|
(3 |
) |
|
|
6 |
|
|
|
(1 |
) |
Net profit (loss) |
$ |
(22,970 |
) |
|
$ |
21,703 |
|
|
$ |
(14,656 |
) |
|
$ |
594 |
|
Weighted average shares outstanding - basic |
|
189,766,945 |
|
|
|
162,942,990 |
|
|
|
188,225,543 |
|
|
|
81,373,265 |
|
Weighted average shares outstanding - diluted |
|
189,766,945 |
|
|
|
167,091,320 |
|
|
|
188,225,543 |
|
|
|
85,407,166 |
|
Net profit (loss) per share - basic |
$ |
(0.12 |
) |
|
$ |
0.13 |
|
|
$ |
(0.08 |
) |
|
$ |
0.01 |
|
Net profit (loss) per share - diluted |
|
(0.12 |
) |
|
|
0.13 |
|
|
|
(0.08 |
) |
|
|
0.01 |
|
MARKFORGED HOLDING CORPORATION
|
|||||||||||||||
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2022 |
|
2021 |
|
|
2022 |
|
2021 |
|
||||||
Net income (loss) |
$ |
(22,970 |
) |
|
$ |
21,703 |
|
|
$ |
(14,656 |
) |
|
$ |
594 |
|
Other comprehensive loss, net of taxes: |
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment |
|
(1,612 |
) |
|
|
— |
|
|
|
(1,612 |
) |
|
|
— |
|
Total comprehensive income (loss), net of taxes of $0 |
$ |
(24,582 |
) |
|
$ |
21,703 |
|
|
$ |
(16,268 |
) |
|
$ |
594 |
|
MARKFORGED HOLDING CORPORATION |
||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP MEASURES |
||||||||||||||||
For the Three and Nine Months Ended September 30, 2022 and 2021 |
||||||||||||||||
(In thousands) (Unaudited) |
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net profit (loss) and comprehensive income (loss) |
|
$ |
(22,970 |
) |
|
$ |
21,703 |
|
|
$ |
(14,656 |
) |
|
$ |
594 |
|
Stock compensation expense |
|
|
5,286 |
|
|
|
8,424 |
|
|
|
15,620 |
|
|
|
11,395 |
|
Change in fair value of warrant liabilities |
|
|
448 |
|
|
|
(1,418 |
) |
|
|
(1,221 |
) |
|
|
(170 |
) |
Change in fair value of contingent earnout liability |
|
|
656 |
|
|
|
(42,710 |
) |
|
|
(50,982 |
) |
|
|
(42,710 |
) |
Non-recurring costs 1 |
|
|
1,427 |
|
|
|
2,329 |
|
|
|
4,411 |
|
|
|
6,962 |
|
Non-GAAP net loss 2 |
|
$ |
(15,153 |
) |
|
$ |
(11,672 |
) |
|
$ |
(46,828 |
) |
|
$ |
(23,929 |
) |
|
|
|
|
|
|
|
|
|