MKFG Markforged Holding Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 8, 2024

 

Markforged Holding Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

001-39453		92-3037714
(Commission File Number)		(I.R.S. Employer Identification No.)

 

60 Tower Road Waltham, MA		02451
(Address of Principal Executive Offices)		(Zip Code)

(866) 496-1805

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class:		Trading Symbol:		Name of Each Exchange on Which Registered:
Common Stock, $0.0001 par value per share		MKFG		New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, $0.0001 par value		MKFG.WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02. Results of Operations and Financial Condition.

On August 8, 2024, Markforged Holding Corporation (the “Company”) announced its financial results for the second quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

In conjunction with the announcement of the Company's financial results for the second quarter ended June 30, 2024, on August 8, 2024, the Company announced a $25 million cost reduction initiative that it expects to reduce its operating expenses to a yearly run rate of approximately $70 million. The Company expects that most of these cost reductions will be completed in the second half of this year. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release issued by the registrant on August 8, 2024, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				MARKFORGED HOLDING CORPORATION
Date: August 8, 2024				By:		/s/ Assaf Zipori
						Assaf Zipori
						Chief Financial Officer

 

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Markforged Announces Second Quarter 2024 Results

Announcing $25M Cost Reduction Initiative

WALTHAM, Mass. – Markforged Holding Corporation (NYSE: MKFG) (the “Company”), the company strengthening manufacturing resiliency by enabling industrial production at the point of need, today announced its financial results for the second quarter ended June 30, 2024.

Second Quarter 2024 Financial Results Compared To Second Quarter 2023

 

Reconciliations of the non-GAAP financial measures provided in this press release to their most directly comparable GAAP financial measures are provided in the financial tables included at the end of this press release. An explanation of these measures and how they are calculated is also included below under the heading “Non-GAAP Financial Measures.”

“We demonstrated strong execution in Q2 while effectively navigating the persistent macroeconomic headwinds,” said Shai Terem, President and CEO of Markforged. “During the quarter we shipped the first PX100 metal binder jetting system, the latest in a series of innovations Markforged is bringing to market. FX10 shipments have also accelerated in the 2nd quarter. The positive feedback and growing pipeline underscore the strength of our recent innovations, and positions the Company to return to growth in the second half of year. The continued rollout of new products, combined with our cost realignment initiatives, keeps us on a path to achieve sustainable growth.”

Business Updates

2024 Financial Outlook

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Markforged anticipates fiscal year 2024 revenues to be between $90 and $95 million, compared to its prior expectation of between $95 and $105 million, which reflects more persistent macroeconomic headwinds than previously anticipated. The Company expects to see year-over-year revenue growth return in the second half of the year, including low-single digit quarter-over-quarter growth in Q3, underpinned by its new products, particularly the FX10. Given strong execution over the first half of this year, Markforged now expects non-GAAP gross margins to be in the upper range of their previous 48% - 50% guidance. Non-GAAP operating loss is expected to be in the range of $42.5 million - $47.0 million for the year, resulting in a non-GAAP loss per share in the range of $0.19 - $0.22 per share.

This guidance does not reflect any additional relief Continuous Composites may receive as a result of its post-trial claims. Continuous Composites has asserted through post-trial motions claims for royalty payments for sales of certain products manufactured or sold in the United States after December 31, 2023. Markforged anticipates a final ruling to occur in the second half of 2024. Markforged strongly disagrees with the verdict handed down in the Continuous Composites litigation and with the associated post-trial royalty claims. Markforged has retained a leading law firm to support efforts to overturn the verdict.

Conference Call and Webcast Information

The Company will host a webcast and conference call at 5:00 p.m. ET today, Thursday, August 8, to discuss the results.

Participants may access the earnings press release, related materials and the audio webcast by visiting the investors section of the Company's website at https://investors.markforged.com/

To participate in the call, please dial 1-877-407-9039 or 1-201-689-8470 ten minutes before the scheduled start.

For those unable to listen to the live conference call, a replay will be available on the Company's website and telephonically till Thursday, August 22, 2024, 11:59 PM ET by dialing 1-844-512-2921 or 1-412-317-6671, passcode 13743375.

About Markforged

Markforged (NYSE:MKFG) is enabling more resilient and flexible manufacturing by bringing industrial 3D printing right to the factory floor. Our additive manufacturing platform The Digital Forge allows manufacturers to create strong, accurate parts in both metal and advanced composites. With over 10,000 customers in 70+ countries, we’re bringing on-demand industrial production to the point of need. We are headquartered in Waltham, Mass where we design the hardware, software and advanced materials that makes The Digital Forge reliable and easy to use. To learn more, visit www.markforged.com.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe that each of non-GAAP gross margin, non-GAAP operating profit (loss), non-GAAP net profit (loss) and non-GAAP earnings per share, each a non-GAAP financial measure, is useful in evaluating the performance of our business.

These non-GAAP measures have limitations as an analytical tool. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors should also note that the non-GAAP financial measures we use may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies, including other companies in our industry.

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.

The following are the non-GAAP financial measures referenced in this press release and presented in the tables below:

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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; the contributions of our directors; the timing of launches and the rate and extent of adoption of our products, including, but not limited to, our most recently introduced products and the FX10; market trends in the manufacturing industry; the duration and impact of macroeconomic factors; the benefits to consumers, functionality and applications of Markforged’s products; statements regarding our expectations concerning any impact to our business, balance sheet and cost structure; any statement regarding post-trial motions and appeal related to the Continuous Composites litigation; our disagreement with the Continuous Composites verdict; and our intention to challenge the Continuous Composites judgment. 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; 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.

 

 

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MARKFORGED HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2024 and December 31, 2023
(In thousands, except share data and par value amounts) (Unaudited)
		June 30, 2024				December 31, 2023
Assets
Current assets
Cash and cash equivalents		$	73,390			$	116,854
Restricted cash			19,122				—
Accounts receivable, net of allowance for expected credit losses ($438 and $360, respectively)			21,605				24,059
Inventory			22,557				26,773
Prepaid expenses			2,052				2,756
Other current assets			1,940				2,022
Total current assets			140,666				172,464
Property and equipment, net			16,945				17,713
Intangible assets, net			15,596				17,128
Right-of-use assets			34,819				36,884
Other assets			3,768				3,763
Total assets		$	211,794			$	247,952
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		$	8,749			$	13,235
Accrued expenses			11,276				9,840
Litigation payable			17,511				—
Deferred revenue			8,997				8,779
Lease liabilities			7,361				7,368
Other current liabilities			—				1,526
Total current liabilities			53,894				40,748
Long-term deferred revenue			5,187				6,083
Contingent earnout liability			245				1,379
Long-term lease liabilities			33,420				35,771
Other liabilities			1,652				2,361
Total liabilities			94,398				86,342
Commitments and contingencies
Stockholders’ equity
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at June 30, 2024 and December 31, 2023; 202,549,293 and 198,581,263 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively			19				19
Additional paid-in capital			373,397				366,281
Accumulated deficit			(255,008	)			(204,664	)
Accumulated other comprehensive income			(1,012	)			(26	)
Total stockholders’ equity			117,396				161,610
Total liabilities and stockholders’ equity		$	211,794			$	247,952

 

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MARKFORGED HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2024 and 2023
(In thousands, except share data and per share data) (Unaudited)
	Three Months Ended June 30,								Six Months Ended June 30,
	2024				2023				2024				2023
Revenue	$	21,688			$	25,449			$	42,235			$	49,539
Cost of revenue		10,810				13,476				21,224				25,984
Gross profit		10,878				11,973				21,011				23,555
Operating expenses
Sales and marketing		8,526				9,666				16,370				20,242
Research and development		9,060				10,286				18,995				20,666
General and administrative		10,334				12,120				22,499				24,248
Litigation judgment		—				—				17,300				—
Total operating expenses		27,920				32,072				75,164				65,156
Loss from operations		(17,042	)			(20,099	)			(54,153	)			(41,601	)
Change in fair value of derivative liabilities		95				125				126				314
Change in fair value of contingent earnout liability		1,295				(817	)			1,134				(7	)
Other expense		(84	)			(16	)			(219	)			(222	)
Interest expense		(170	)			(116	)			(324	)			(116	)
Interest income		1,230				1,577				2,630				3,268
Loss before income taxes		(14,676	)			(19,346	)			(50,806	)			(38,364	)
Income tax (benefit) expense		(278	)			(358	)			(462	)			(357	)
Net loss	$	(14,398	)		$	(18,988	)		$	(50,344	)		$	(38,007	)
Weighted average shares outstanding - basic and diluted		201,252,969				196,372,157				200,273,880				195,873,471
Net loss per share - basic and diluted	$	(0.07	)		$	(0.10	)		$	(0.25	)		$	(0.19	)

 

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MARKFORGED HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the Three and Six Months Ended June 30, 2024 and 2023

(In thousands) (Unaudited)

 

	Three Months Ended June 30,								Six Months Ended June 30,
	2024				2023				2024				2023
Net loss	$	(14,398	)		$	(18,988	)		$	(50,344	)		$	(38,007	)
Other comprehensive loss, net of taxes:
Unrealized loss on available-for-sale marketable securities, net		—				25				—				(25	)
Foreign currency translation adjustment		55				(1,704	)			(986	)			(1,546	)
Total comprehensive loss	$	(14,343	)		$	(20,667	)		$	(51,330	)		$	(39,578	)

 

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MARKFORGED HOLDING CORPORATION
DISAGGREGATED REVENUE BY NATURE OF PRODUCTS AND SERVICES
(In thousands) (Unaudited)
		Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)		2024				2023				2024				2023
Hardware		$	12,650			$	16,506			$	23,924			$	31,701
Consumables			5,914				6,482				12,318				12,937
Services			3,124				2,461				5,993				4,901
Total Revenue		$	21,688			$	25,449			$	42,235			$	49,539

 

MARKFORGED HOLDING CORPORATION
DISAGGREGATED REVENUE BY GEOGRAPHIC LOCATION
(In thousands) (Unaudited)
		Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)		2024				2023				2024				2023
Americas		$	9,688			$	11,982			$	19,783			$	22,440
EMEA			6,785				7,618				13,120				16,110
APAC			5,215				5,849				9,332				10,989
Total Revenue		$	21,688			$	25,449			$	42,235			$	49,539

 

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MARKFORGED HOLDING CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands) (Unaudited)
	​	Three Months Ended June 30,							​	Six Months Ended June 30,
	​	2024				2023			​	2024				2023
Net loss	​	$	(14,398	)		$	(18,988	)	​	$	(50,344	)		$	(38,007	)
Stock compensation expense	​		3,245				1,690		​		6,706				6,046
Change in fair value of derivative liabilities			(95	)			(125	)			(126	)			(314	)
Change in fair value of contingent earnout liability			(1,295	)			817				(1,134	)			7
Amortization			371				254				749				531
Litigation judgment			—				—				17,300				—
Non-recurring costs1			1,395				3,812				3,841				5,893
Non-GAAP net loss	​	$	(10,777	)		$	(12,540	)	​	$	(23,008	)		$	(25,844	)
1Non-recurring costs incurred during the three and six months ended June 30, 2024 and 2023 relate to litigation expense.
	​	Three Months Ended June 30,							​	Six Months Ended June 30,
Non-GAAP Cost of Revenue	​	2024				2023			​	2024				2023
Cost of revenue	​	$	10,810			$	13,476		​	$	21,224			$	25,984
Stock compensation expense	​		35				89		​		84				162
Amortization			351				218				708				446
Non-GAAP Cost of Revenue			10,424				13,169				20,432				25,376
	​	Three Months Ended June 30,							​	Six Months Ended June 30,
Non-GAAP Gross Profit	​	2024				2023			​	2024				2023
Gross profit	​	$	10,878			$	11,973		​	$	21,011			$	23,555
Stock compensation expense	​		35				89		​		84				162
Amortization			351				218				708				446
Non-GAAP gross profit			11,264				12,280				21,803				24,163
	​	Three Months Ended June 30,							​	Six Months Ended June 30,
Non-GAAP Sales and Marketing Expenses	​	2024				2023			​	2024				2023
Sales and marketing expenses	​	$	8,526			$	9,666		​	$	16,370			$	20,242
Stock compensation expense	​		387				499		​		792				975
Amortization			20				36				41				85
Non-GAAP sales and marketing expenses			8,119				9,131				15,537				19,182
	​	Three Months Ended June 30,							​	Six Months Ended June 30,
Non-GAAP Research and Development Expenses	​	2024				2023			​	2024				2023
Research and development expenses	​	$	9,060			$	10,286		​	$	18,995			$	20,666
Stock compensation expense	​		1,009				1,160		​		2,110				2,329
Non-GAAP research and development expenses			8,051				9,126				16,885				18,337
	​	Three Months Ended June 30,							​	Six Months Ended June 30,
Non-GAAP General and Administrative Expenses	​	2024				2023			​	2024				2023
General and administrative expenses	​	$	10,334			$	12,120		​	$	22,499			$	24,248
Stock compensation expense	​		1,814				(58	)	​		3,720				2,580
Non-recurring costs1			1,395				3,812				3,841				5,893
Non-GAAP general and administrative expenses			7,125				8,366				14,938				15,775
	​	Three Months Ended June 30,							​	Six Months Ended June 30,
Non-GAAP Operating Loss	​	2024				2023			​	2024				2023

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Operating loss	​	$	(17,042	)		$	(20,099	)	​	$	(54,153	)		$	(41,601	)
Stock compensation expense	​		3,245				1,690		​		6,706				6,046
Amortization			371				254				749				531
Litigation judgment			—				—				17,300				—
Non-recurring costs1			1,395				3,812				3,841				5,893
Non-GAAP operating loss			(12,031	)			(14,343	)			(25,557	)			(29,131	)

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Markforged Contacts:

Media

Sam Manning, Public Relations Manager

sam.manning@markforged.com

Investors

Austin Bohlig, Director of Investor Relations

investors@markforged.com

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v3.24.2.u1

Document and Entity Information	Aug. 08, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	Markforged Holding Corp
Amendment Flag	false
Entity Central Index Key	0001816613
Document Type	8-K
Document Period End Date	Aug. 08, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-39453
Entity Tax Identification Number	92-3037714
Entity Address, Address Line One	60 Tower Road
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	866
Local Phone Number	496-1805
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common Stock 0.0001 Par Value Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	MKFG
Security Exchange Name	NYSE
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Common Stock 0.0001 Par Value [Member]
Document And Entity Information [Line Items]
Security 12b Title	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, $0.0001 par value
Trading Symbol	MKFG.WS
Security Exchange Name	NYSE

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