Materialise NV 6-K, filed Oct 29, 2020
Materialise NV (MTLS)
About this 6-K
Materialise NV filed this 6-K on October 29, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2020
Commission File Number: 001-36515
Materialise NV
Technologielaan 15
3001Leuven
Belgium
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
| Exhibit | Description | |
|---|---|---|
| 99.1 | Press Release dated October 29, 2020 | |
| 99.2 | Press Release dated October 29, 2020 |
SIGNATURE
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, thereunto duly authorized.
| MATERIALISE NV | |
|---|---|
| By: | /s/ Wilfried Vancraen |
| Name: | Wilfried Vancraen |
| Title: | Chief Executive Officer |
Date: October 29, 2020 ****
EX-99.1
Exhibit 99.1
Materialise Reports Third Quarter 2020 Results
LEUVEN, Belgium—(BUSINESS WIRE)—October 29, 2020 — Materialise NV (NASDAQ:MTLS), a leading provider of additive manufacturing and medical software and of sophisticated 3D printing services, today announced its financial results for the third quarter ended September 30, 2020.
Highlights – Third Quarter 2020
| • | Total revenue was 40,785 kEUR for the third quarter of 2020 compared to 50,449 kEUR for the 2019 period.<br> |
|---|---|
| • | Total deferred revenues from annual software sales and maintenance fees were 26,833 kEUR compared to 27,667 kEUR<br>at December 31, 2019. |
| --- | --- |
| • | Adjusted EBITDA amounted to 6,023 kEUR for the third quarter of 2020, with an Adjusted EBITDA margin of 14.8%,<br>driven mainly by the Materialise Medical segment’s strong 32% EBITDA margin. The EBITDA margins of the Materialise Software and Materialise Manufacturing segments were 33% and (2%), respectively. |
| --- | --- |
| • | Net result for the third quarter of 2020 was (366) kEUR, or (0.01) EUR per diluted share, compared to 1,001<br>kEUR, or 0.02 EUR per diluted share, for the 2019 period. |
| --- | --- |
| • | Total cash was 110,691 kEUR at the end of the quarter. |
| --- | --- |
Third Quarter 2020 Results
Executive Chairman Peter Leys commented, “Given the challenging environment, Materialise performed well this quarter, thanks to the continued hard work and inspiring contributions of our entire workforce. While the revenues of our Materialise Manufacturing and, to a lesser extent, Materialise Software segments decreased in the midst of the COVID-19 pandemic, our Materialise Medical segment grew its revenues by an impressive 11% and posted a record EBITDA margin of 32%. Further building on the success we had with some of our medical applications, we made a strategic investment in our eyewear initiative, in connection with our previously announced collaboration with Ditto, and, on October 29, 2020, we announced an increased investment in our footwear platform through the acquisition of RS Print and RS Scan. In the third quarter, we also increased our overall ongoing R&D efforts by more than 4% and began implementing an internal digital transformation program, including a new e-commerce portal and new customer relationship management (CRM) and enterprise resource planning (ERP) systems.”
Total revenue for the third quarter of 2020 decreased 19.2% to 40,785 kEUR compared to 50,449 kEUR for the third quarter of 2019. Adjusted EBITDA decreased to 6,023 kEUR from 8,022 kEUR. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the third quarter of 2020 was 14.8% compared to 15.9% for the third quarter of 2019.
Revenue from our Materialise Software segment decreased 12.7% to 9,478 kEUR for the third quarter of 2020 from 10,860 kEUR for the same quarter last year. Recurring revenue of Materialise Software increased by 15.9%. Segment EBITDA decreased to 3,114 kEUR from 3,769 kEUR while the segment EBITDA margin was 32.9% compared to 34.7% for the prior-year period.
Revenue from our Materialise Medical segment increased 10.8% to 17,161 kEUR for the third quarter of 2020 compared to 15,488 kEUR for the same period in 2019. Compared to the third quarter of 2019, revenues from our medical software grew 3.1% and revenues from medical devices and services increased 14.5%. Segment EBITDA increased to 5,477 kEUR compared to 2,795 kEUR while the segment EBITDA margin was 31.9% compared to 18.0% for the third quarter of 2019.
Revenue from our Materialise Manufacturing segment decreased 41.3% to 14,154 kEUR for the third quarter of 2020 from 24,127 kEUR for the third quarter of 2019. Segment EBITDA decreased to (293) kEUR from 3,862 kEUR while the segment EBITDA margin was (2.1)% compared to 16.0% for the third quarter of 2019.
Gross profit was 23,220 kEUR, or 56.9% of total revenue, for the third quarter of 2020 compared to 29,023 kEUR, or 57.5% of total revenue, for the third quarter of 2019.
Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses decreased, in the aggregate, 11.9% to 24,176 kEUR for the third quarter of 2020 from 27,439 kEUR for the third quarter of 2019. In the third quarter of 2020, we increased our R&D expenses by 4.2%, while our cost reduction initiatives in S&M and G&A resulted in decreases of 18.7% and 11.7%, respectively, compared to the third quarter of 2019.
Net other operating income was 1,157 kEUR compared to 1,332 kEUR for the third quarter of 2019.
Operating result decreased to 201 kEUR from 2,916 kEUR for the third quarter of 2019.
Net financial result was (1,331) kEUR compared to (966) kEUR for the third quarter of 2019. The share in result of joint venture amounted to 0 kEUR compared to (41) kEUR for the same period in 2019. Subsequent to the end of the third quarter, we agreed to acquire substantially all assets of RS Scan, our joint venture partner in RS Print, and thereby acquire the remaining 50% interest in RS Print.
The third quarter of 2020 contained income tax income of 764 kEUR, compared to an income tax expense of (908) kEUR in the third quarter of 2019.
As a result of the above, net loss for the third quarter of 2020 was (366) kEUR, compared to 1,001 kEUR for the same period in 2019. Total comprehensive loss for the third quarter of 2020, which includes exchange differences on translation of foreign operations, was (1,744) kEUR compared to 1,067 kEUR for the 2019 period.
At September 30, 2020, we had cash and equivalents of 110,691 kEUR compared to 128,897 kEUR at December 31, 2019. Gross debt amounted to 117,884 kEUR at September 30, 2020, compared to 127,939 kEUR at December 31, 2019. As a result, our net cash position decreased 8,151 kEUR during the first three quarters of 2020.
Cash flow from operating activities during the first three quarters of 2020 was 14,752 kEUR compared to 22,737 kEUR for the same period in 2019. Total capital expenditures for the third quarter of 2020 were funded with cash flow from operations and available cash, and amounted to 7,536 kEUR. This amount included capital expenditures of 1,846 kEUR related to our internal digital transformation program.
Net shareholders’ equity at September 30, 2020 was 131,399 kEUR compared to 142,675 kEUR at December 31, 2019.
2020 Outlook
Mr. Leys concluded, “As we move through the fourth quarter, traditionally an important period for our business, the COVID-19 pandemic continues to disrupt everyday life, the markets in which we operate, and macroeconomic conditions in general. Accordingly, the outlook for the short term remains unclear. We are being disciplined in managing our business, but, just as importantly, are dedicated to pursuing our vital R&D programs and our strategic investment initiatives, which we believe will position Materialise very well for the coming years. Our balance sheet and liquidity are particular areas of strength.”
Non-IFRS Measures
Materialise uses EBITDA and Adjusted EBITDA as supplemental financial measures of its financial performance. EBITDA is calculated as net profit plus income taxes, financial expenses (less financial income), shares of loss in a joint venture and depreciation and amortization. Adjusted EBITDA is determined by adding share-based compensation expenses and acquisition-related expenses of business combinations to EBITDA. Management believes these non-IFRS measures to be important measures as they exclude the effects of items which primarily reflect the impact of long-term investment and financing decisions, rather than the performance of the Company’s day-to-day operations. As compared to net profit, these measures are limited in that they do not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the Company’s business, or the charges associated with impairments. Management evaluates such items through other financial measures such as capital expenditures and cash flow provided by operating activities. The Company believes that these measurements are useful to measure a company’s ability to grow or as a valuation measurement. The Company’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA should not be considered as alternatives to net profit or any other performance measure derived in accordance with IFRS. The Company’s presentation of EBITDA and Adjusted EBITDA should not be construed to imply that its future results will be unaffected by unusual or non-recurring items.
Exchange Rate
This document contains translations of certain euro amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from euros to U.S. dollars in this document were made at a rate of EUR 1.00 to USD
1.1708, the reference rate of the European Central Bank on September 30, 2020.
Conference Call and Webcast
Materialise will hold a conference call and simultaneous webcast to discuss its financial results for the third quarter of 2020 on Thursday, October 29, 2020, at 8:30 a.m. ET/1:30 p.m. CET. Company participants on the call will include Wilfried Vancraen, Founder and Chief Executive Officer; Peter Leys, Executive Chairman; and Johan Albrecht, Chief Financial Officer. A question-and-answer session will follow management’s remarks.
| • | To access the conference call, please dial<br>844-469-2530 (U.S.) or 765-507-2679 (international), passcode #6946774.<br> |
|---|
The conference call will also be broadcast live over the Internet with an accompanying slide presentation, which can be accessed on the company’s website at http://investors.materialise.com. A webcast of the conference call will be archived on the company’s website for one year.
About Materialise
Materialise incorporates 30 years of 3D printing experience into a range of software solutions and 3D printing services, which form the backbone of the 3D printing industry. Materialise’s open and flexible solutions enable players in a wide variety of industries, including healthcare, automotive, aerospace, art and design, and consumer goods, to build innovative 3D printing applications that aim to make the world a better and healthier place. Headquartered in Belgium, with branches worldwide, Materialise combines the largest groups of software developers in the industry with one of the largest and most complete 3D printing facilities in the world.
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our intentions, beliefs, assumptions, projections, outlook, analyses or current expectations, plans, objectives, strategies and prospects, both financial and business, including statements concerning, among other things, our results of operations, cash needs, capital expenditures, expenses, financial condition, liquidity, prospects, growth and strategies (including how our business, results of operations and financial condition could be impacted by the COVID-19 pandemic and related public health measures, as well as the related actions we are taking in response), and the trends and competition that may affect the markets, industry or us. Such statements are subject to known and unknown uncertainties and risks. When used in this press release, the words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “will,” “may,” “could,” “might,” “aim,” “should,” and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the expectations of management under current assumptions at the time of this press release. These expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, the Company cannot offer any assurance that our expectations, beliefs and projections will actually be achieved. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry change, and depend on economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. We caution you that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. All of the forward-looking statements are subject to risks and uncertainties that may cause the Company’s actual results to differ materially from our expectations, including risk factors described in the Company’s most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission. There are a number of risks and uncertainties that could cause the Company’s actual results to differ materially from the forward-looking statements contained in this press release.
The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise, unless it has obligations under the federal securities laws to update and disclose material developments related to previously disclosed information. ****
Consolidated income statements (Unaudited)
| For the three months endedSeptember 30, | For the ninemonths endedSeptember 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000 | 2020 | 2020 | 2019 | 2020 | 2019 | |||||||||||||
| U.S. | ||||||||||||||||||
| Revenue | 47,751 | 40,785 | 50,449 | 125,148 | 145,968 | |||||||||||||
| Cost of sales | (20,566 | ) | (17,566 | ) | (21,426 | ) | (57,310 | ) | (64,838 | ) | ||||||||
| Gross profit | **** | 27,186 | **** | **** | 23,220 | **** | **** | 29,023 | **** | **** | 67,838 | **** | **** | 81,129 | **** | |||
| Gross profit as % of revenue | 56.9 | % | 56.9 | % | 57.5 | % | 54.2 | % | 55.6 | % | ||||||||
| Research and development expenses | (6,862 | ) | (5,861 | ) | (5,626 | ) | (18,434 | ) | (17,411 | ) | ||||||||
| Sales and marketing expenses | (12,896 | ) | (11,015 | ) | (13,545 | ) | (33,700 | ) | (38,797 | ) | ||||||||
| General and administrative expenses | (8,547 | ) | (7,300 | ) | (8,269 | ) | (21,100 | ) | (24,453 | ) | ||||||||
| Net other operating income (expenses) | 1,355 | 1,157 | 1,332 | 2,733 | 3,959 | |||||||||||||
| Operating (loss) profit | **** | 235 | **** | **** | 201 | **** | **** | 2,916 | **** | **** | (2,663 | ) | **** | 4,427 | **** | |||
| Financial expenses | (2,883 | ) | (2,462 | ) | (1,138 | ) | (4,923 | ) | (2,647 | ) | ||||||||
| Financial income | 1.324 | 1,131 | 172 | 1,976 | 900 | |||||||||||||
| Share in loss of joint venture | — | — | (41 | ) | (39 | ) | (245 | ) | ||||||||||
| (Loss) profit before taxes | **** | (1,323 | ) | **** | (1,130 | ) | **** | 1,909 | **** | **** | (5,649 | ) | **** | 2,434 | **** | |||
| Income taxes | 894 | 764 | (908 | ) | 497 | (2,037 | ) | |||||||||||
| Net (loss) profit for the period | **** | (429 | ) | **** | (366 | ) | **** | 1,001 | **** | **** | (5,152 | ) | **** | 397 | **** | |||
| Net (loss) profit attributable to: | ||||||||||||||||||
| The owners of the parent | (359 | ) | (307 | ) | 929 | (4,989 | ) | 325 | ||||||||||
| Non-controlling interest | (69 | ) | (59 | ) | 72 | (163 | ) | 72 | ||||||||||
| Earnings per share attributable to owners of the parent | ||||||||||||||||||
| Basic | (0.01 | ) | (0.01 | ) | 0.02 | (0.01 | ) | 0.01 | ||||||||||
| Diluted | (0.01 | ) | (0.01 | ) | 0.02 | (0.01 | ) | 0.01 | ||||||||||
| Weighted average basic shares outstanding | 53,194 | 53,194 | 52,891 | 53,194 | 52,891 | |||||||||||||
| Weighted average diluted shares outstanding | 53,194 | 53,194 | 52,970 | 53,194 | 52,930 |
All values are in US Dollars.
Consolidated statements of comprehensive income (Unaudited)
| For the three months endedSeptember 30, | **** | For the ninemonths endedSeptember 30, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000 | 2020 | 2020 | 2019 | 2020 | 2019 | |||||||||||||
| U.S. | ||||||||||||||||||
| Net profit (loss) for the period | **** | (429 | ) | **** | (366 | ) | **** | 1,001 | **** | **** | (5,152 | ) | **** | 397 | **** | |||
| Other comprehensive income | ||||||||||||||||||
| Exchange difference on translation of foreign operations | (1,612 | ) | (1,377 | ) | 67 | (8,165 | ) | 225 | ||||||||||
| Other comprehensive income (loss), net of taxes | (1,612 | ) | (1,377 | ) | 67 | (8,165 | ) | 225 | ||||||||||
| Total comprehensive income (loss) for the year, net of taxes | **** | (2,042 | ) | **** | (1,744 | ) | **** | 1,067 | **** | **** | (13,318 | ) | **** | 623 | **** | |||
| Total comprehensive income (loss) attributable to: | ||||||||||||||||||
| The owners of the parent | (1,754 | ) | (1,498 | ) | 1,077 | (11,969 | ) | 623 | ||||||||||
| Non-controlling interest | (288 | ) | (246 | ) | (10 | ) | (1,349 | ) | — |
All values are in US Dollars.
Consolidated statement of financial position (Unaudited)
| As ofSeptember 30, | As ofDecember 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| In 000 | 2020 | 2019 | ||||||
| Assets | ||||||||
| Non-current assets | ||||||||
| Goodwill | 18,653 | 20,174 | ||||||
| Intangible assets | 28,790 | 27,395 | ||||||
| Property, plant & equipment | 88,228 | 90,331 | ||||||
| Right-of-Use<br>assets | 9,473 | 10,586 | ||||||
| Investments in joint ventures | — | 39 | ||||||
| Deferred tax assets | 875 | 192 | ||||||
| Other non-current assets | 12,418 | 9,391 | ||||||
| Total non-current assets | **** | 158,437 | **** | **** | 158,108 | **** | ||
| Current assets | ||||||||
| Inventories | 10,046 | 12,696 | ||||||
| Trade receivables | 30,526 | 40,322 | ||||||
| Other current assets | 11,087 | 9,271 | ||||||
| Cash and cash equivalents | 110,691 | 128,897 | ||||||
| Total current assets | **** | 162,350 | **** | **** | 191,186 | **** | ||
| Total assets | **** | 320,787 | **** | **** | 349,294 | **** |
All values are in Euros.
| As ofSeptember 30, | As ofDecember 31, | ||||||
|---|---|---|---|---|---|---|---|
| In 000 | 2020 | 2019 | |||||
| Equity and liabilities | |||||||
| Equity | |||||||
| Share capital | 3,068 | 3,066 | |||||
| Share premium | 138,391 | 138,090 | |||||
| Consolidated reserves | (5,185 | ) | (195 | ) | |||
| Other comprehensive income | (6,979 | ) | (1.394 | ) | |||
| Equity attributable to the owners of the parent | **** | 129,295 | **** | **** | 139,567 | **** | |
| Non-controlling interest | 2,104 | 3,107 | |||||
| Total equity | **** | 131,399 | **** | **** | 142,675 | **** | |
| Non-current liabilities | |||||||
| Loans & borrowings | 93,630 | 104,673 | |||||
| Lease liabilities | 5,767 | 6,427 | |||||
| Deferred tax liabilities | 5,548 | 5,747 | |||||
| Deferred income | 5,236 | 5,031 | |||||
| Other non-current liabilities | 672 | 696 | |||||
| Total non-current liabilities | **** | 110,853 | **** | **** | 122,575 | **** | |
| Current liabilities | |||||||
| Loans & borrowings | 15,106 | 13,389 | |||||
| Lease liabilities | 3,381 | 3,449 | |||||
| Trade payables | 15,637 | 18,516 | |||||
| Tax payables | 1,392 | 3,363 | |||||
| Deferred income | 25,379 | 27,641 | |||||
| Other current liabilities | 17,640 | 17,686 | |||||
| Total current liabilities | **** | 78,535 | **** | **** | 84,044 | **** | |
| Total equity and liabilities | **** | 320,787 | **** | **** | 349,294 | **** |
All values are in Euros.
Consolidated statement of cash flows (Unaudited)
| For the nine months endedSeptember 30, | |||||||
|---|---|---|---|---|---|---|---|
| in 000 | 2020 | 2019 | |||||
| Operating activities | |||||||
| Net (loss) profit for the period | (5,153 | ) | 398 | ||||
| Non-cash and operational adjustments | |||||||
| Depreciation of property, plant & equipment | 11,266 | 10,722 | |||||
| Amortization of intangible assets | 3,349 | 3,360 | |||||
| Share-based payment expense | — | 258 | |||||
| Loss (gain) on disposal of property, plant & equipment | (16 | ) | 141 | ||||
| Movement in provisions | — | 66 | |||||
| Movement reserve for bad debt | 36 | (135 | ) | ||||
| Financial income | (1.977 | ) | (900 | ) | |||
| Financial expense | 4.922 | 2,647 | |||||
| Impact of foreign currencies | 18 | (432 | ) | ||||
| Share in loss of a joint venture (equity method) | 39 | 245 | |||||
| (Deferred) income taxes | (836 | ) | 2,012 | ||||
| Other | — | 4 | |||||
| Working capital adjustment & income tax paid | |||||||
| Decrease (increase) in trade receivables and other receivables | 6,765 | 3,593 | |||||
| Decrease (increase) in inventories | 2,757 | 8 | |||||
| Increase (decrease) in trade payables and other payables | (4,301 | ) | 2,263 | ||||
| Income tax paid & interest received | (2,457 | ) | (1,514 | ) | |||
| Net cash flow from operating activities | **** | 14,752 | **** | **** | 22,737 | **** |
All values are in Euros.
| For the nine months endedSeptember 30, | |||||||
|---|---|---|---|---|---|---|---|
| in 000 | 2020 | 2019 | |||||
| Investing activities | |||||||
| Purchase of property, plant & equipment | (8,196 | ) | (10,325 | ) | |||
| Purchase of intangible assets | (5,783 | ) | (1,588 | ) | |||
| Proceeds from the sale of property, plant & equipment & intangible assets<br>(net) | 150 | (3 | ) | ||||
| Available for sale investments | |||||||
| Advances on capital increases | — | (875 | ) | ||||
| Convertible loan to third party | (2,428 | ) | (2,500 | ) | |||
| Investments in subsidiary, net of cash acquired | — | (7,765 | ) | ||||
| Interest received | — | — | |||||
| Net cash flow used in investing activities | **** | (16,258 | ) | **** | (23,066 | ) | |
| Financing activities | |||||||
| Proceeds from loans & borrowings | — | 29,000 | |||||
| Repayment of loans & borrowings | (8,909 | ) | (8,608 | ) | |||
| Repayment of finance leases | (2,997 | ) | (2,288 | ) | |||
| Capital increase | 140 | — | |||||
| Direct attributable expense of capital increase | — | — | |||||
| Interest paid | (1,626 | ) | (1,713 | ) | |||
| Other financial income (expense) | (1,034 | ) | (451 | ) | |||
| Net cash flow from (used in) financing activities | **** | (14,425 | ) | **** | 15,941 | **** | |
| Net increase of cash & cash equivalents | **** | (15,931 | ) | **** | 15,611 | **** | |
| Cash & cash equivalents at beginning of the year | 128,897 | 115,506 | |||||
| Exchange rate differences on cash & cash equivalents | (2,275 | ) | 162 | ||||
| Cash & cash equivalents at end of the period | **** | 110,691 | **** | **** | 131,279 | **** |
All values are in Euros.
Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)
| For the three monthsended September 30, | For the nine monthsended September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000 | 2020 | 2019 | 2020 | 2019 | ||||||||||
| Net profit (loss) for the period | (366 | ) | 1,001 | (5,152 | ) | 397 | ||||||||
| Income taxes | (764 | ) | 908 | (497 | ) | 2,037 | ||||||||
| Financial expenses | 2,462 | 1,138 | 4,923 | 2,647 | ||||||||||
| Financial income | (1,131 | ) | (172 | ) | (1,976 | ) | (900 | ) | ||||||
| Share in loss of joint venture | — | 41 | 39 | 245 | ||||||||||
| Depreciation and amortization | 4,922 | 4,904 | 14,616 | 14,082 | ||||||||||
| EBITDA | **** | 5,123 | **** | **** | 7,820 | **** | **** | 11,952 | **** | **** | 18,512 | **** | ||
| Share-based compensation expense (1) | 900 | 60 | 1,057 | 256 | ||||||||||
| Acquisition-related expenses of business combinations (2) | — | 140 | — | 140 | ||||||||||
| ADJUSTED EBITDA | **** | 6,023 | **** | **** | 8,022 | **** | **** | 13,009 | **** | **** | 18,908 | **** |
All values are in Euros.
| (1) | Share-based compensation expenses represent the cost of equity-settled and cash-settled share-based payments to<br>employees. |
|---|---|
| (2) | Acquisition-related expenses of business combinations represent expenses incurred in connection with the<br>Engimplan acquisition. |
| --- | --- |
Segment P&L (Unaudited)
| In 000 | MaterialiseSoftware | MaterialiseMedical | MaterialiseManufacturing | Totalsegments | Unallocated(1)(2) | Consolidated | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended September 30, 2020 | |||||||||||||||||||
| Revenues | 9,478 | 17,161 | 14,154 | 40,793 | 22 | 40,785 | |||||||||||||
| Segment (adj) EBITDA | 3,114 | 5,477 | (293 | ) | 8,298 | (2,275 | ) | 6,023 | |||||||||||
| Segment (adj) EBITDA % | 32.9 | % | 31.9 | % | (2.1 | %) | 20.3 | % | 14.8 | % | |||||||||
| For the three months ended September 30, 2019 | |||||||||||||||||||
| Revenues | 10,860 | 15,488 | 24,127 | 50,474 | (26 | ) | 50,449 | ||||||||||||
| Segment EBITDA | 3,769 | 2,795 | 3,862 | 10,426 | (2,404 | ) | 8,022 | ||||||||||||
| Segment EBITDA % | 34.7 | % | 18.0 | % | 16.0 | % | 20.7 | % | 15.9 | % | |||||||||
| In 000 | MaterialiseSoftware | MaterialiseMedical | MaterialiseManufacturing | Totalsegments | Unallocated(1)(2) | Consolidated | |||||||||||||
| For the nine months ended September 30, 2020 | |||||||||||||||||||
| Revenues | 28,839 | 44,541 | 51,746 | 125,126 | 22 | 125,148 | |||||||||||||
| Segment (adj) EBITDA | 9,516 | 9,072 | 1,474 | 20,063 | (7,053 | ) | 13,009 | ||||||||||||
| Segment (adj) EBITDA % | 33.0 | % | 20.4 | % | 2.8 | % | 16.0 | % | 10.4 | % | |||||||||
| For the nine months ended September 30, 2019 | |||||||||||||||||||
| Revenues | 29,529 | 43,600 | 72,861 | 145,990 | (22 | ) | 145,968 | ||||||||||||
| Segment (adj) EBITDA | 8,785 | 7,306 | 10,393 | 26,484 | (7,576 | ) | 18,908 | ||||||||||||
| Segment (adj) EBITDA % | 29.8 | % | 16.8 | % | 14.3 | % | 18.1 | % | 13.0 | % |
All values are in Euros.
| (1) | Unallocated Revenues consist of occasional one-off sales in our core<br>competencies not allocated to any of our segments. |
|---|---|
| (2) | Unallocated segment EBITDA consists of corporate research and development, corporate headquarter costs and<br>other operating income ( expense), and the added share-based compensation expenses and acquisition-related expenses of business combinations that are included in Adjusted EBITDA. |
| --- | --- |
Reconciliation of Net Profit (Loss) to Segment EBITDA (Unaudited)
| For the three monthsended September 30, | For the nine monthsended September 30, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000 | 2020 | 2019 | 2020 | 2019 | |||||||||||
| Net profit (loss) for the period | (366 | ) | 1,001 | (5,152 | ) | 397 | |||||||||
| Income taxes | (764 | ) | 908 | (497 | ) | 2,037 | |||||||||
| Financial cost | 2,462 | 1,138 | 4,923 | 2,647 | |||||||||||
| Financial income | (1,131 | ) | (172 | ) | (1,976 | ) | (900 | ) | |||||||
| Share in loss of joint venture | 41 | 39 | 245 | ||||||||||||
| Operating profit | **** | 201 | **** | **** | 2,916 | **** | **** | (2,663 | ) | **** | 4,427 | **** | |||
| Depreciation and amortization | 4,922 | 4,904 | 14,616 | 14,082 | |||||||||||
| Corporate research and development | 668 | 497 | 2,052 | 1,510 | |||||||||||
| Corporate headquarter costs | 3,271 | 2,978 | 8,360 | 8,753 | |||||||||||
| Other operating income (expense) | (764 | ) | (726 | ) | (2,303 | ) | (1,833 | ) | |||||||
| Segment EBITDA | **** | 8,298 | **** | **** | 10,426 | **** | **** | 20,063 | **** | **** | 26,484 | **** |
All values are in Euros.
EX-99.2
Exhibit 99.2
Materialise to Accelerate Digital Transformation in the Footcare Industry
Materialise
Materialise Agrees to Acquire RS Printand RSscan and Enters into Collaboration with Superfeet to Accelerate Personalization of Footcare Solutions
Leuven, Belgium, Oct. 29, 2020 (GLOBE NEWSWIRE) —Materialise NV (Nasdaq: MTLS), a global leader in 3D printing solutions, today announced the signing of an agreement to fully acquire the RSscan dynamic foot measurement technology and the Phits personalized insole productline. The company also announced a strengthening of its strategic partnership with Superfeet to accelerate the distribution of the RSscan intelligent foot measurement solutions and the personalized Phits insoles in NorthAmerica.
Materialise, which already owned 50% of RS Print, the owner of the Phits personalized insole product line, will acquire the remaining shares of the company from its partner Superfeet, Inc. Materialise will further purchase substantially all the assets of the Superfeet company RSscan, a pioneer and market leader in the development and supply of intelligent foot measurement technology and systems. By bringing the RS Print and RSscan technology under one roof, Materialise intends to accelerate its R&D and product development efforts for the personalization of footcare and to build a more comprehensive suite of solutions for footcare experts and their patients.
The acquisition combines Materialise’s 30 years of experience in the development of meaningful applications of 3D printing, in particular in the healthcare sector, with the extensive experience of the RS Print and RSscan teams in the development of personalized solutions for the footcare sector. Through the acquisition, Materialise welcomes an experienced research and development team conducting advanced research in foot measurement, analysis and corrections. The acquisition also expands Materialise’s scanning and analysis technology with RSscan’s laboratory with advanced 3D motion tracking, gait analysis, finite element analysis and complementary test equipment.
In addition to the acquisition, Materialise also announced a strengthening of its strategic partnership with Superfeet through a new collaboration. The partnership builds on Superfeet’s reputation and marketing network in the insole market, in particular in North America, with a view to accelerating the digital transformation of the footcare industry. Superfeet is committed to accelerating the installation of pressure plate measurement systems in North America, in collaboration with RS Print’s existing distributor GO4D, to extend its US point-of-care network.
“3D printing and design technology have great potential to help both consumers and healthcare professionals improve comfort, health and performance through personalized footcare,” said Fried Vancraen, CEO and founder of Materialise. “Building on our expertise in providing intelligent planning tools and customized devices to healthcare professionals, we very much look forward to offering similar science-based digital measurement tools and personalized solutions to footcare professionals and sports experts that deal with foot or gait problems. I am particularly excited that we have succeeded in strengthening our strategic partnership with Superfeet in such a way that both partners will be able to fully concentrate on their individual strengths.”
“We have worked with Materialise to develop the innovative RS Print system for 3D printed insoles, delivering thousands of products to improve customers’ comfort, health and performance,” said John Rauvola, CEO of Superfeet. “We’re happy to extend this partnership to meet growing demands in personalization and to bring this technology to an even broader community in the future.”
The acquisition, which is subject to conditions that are typical for this type of transaction, is expected to close on November 20, 2020. Materialise will provide more details about these transactions during its Q3 2020 earnings call later today.
About Materialise
Materialise incorporates three decades of 3D printing experience into a range of software solutions and 3D printing services, which together form the backbone of the 3D printing industry. Materialise’s open and flexible
solutions enable players in a wide variety of industries, including healthcare, automotive, aerospace, art and design, and consumer goods, to build innovative 3D printing applications that aim to make the world a better and healthier place. Headquartered in Belgium, with branches worldwide, Materialise combines the largest group of software developers in the industry with one of the largest 3D printing facilities in the world. For additional information, please visit: www.materialise.com.
About Superfeet
For more than 40 years, Pacific Northwest-based Superfeet has been creating innovative products featuring the highly-regarded Superfeet^®^ shape, helping millions of people worldwide experience unparalleled comfort, pain relief and performance. Best known for their wide variety of over-the-counter insoles, today, through the latest advancements in 3D-printing technology, Superfeet is taking insoles and footwear from mass-produced products to individualized, made-for-you solutions. A 100% employee-owned company, Superfeet gives 1% of sales and countless volunteer hours to help others shape a strong foundation for a healthy future. For more, visit superfeet.com.
Cautionary Statement on Forward-Looking Statements
Some of the statements in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to, among other things, Materialise’s pending acquisition of the remaining 50% interest in RS Print and the assets of RSscan and the collaboration between Materialise and Superfeet, including the expected timing of the closing of the acquisition and the expected solutions and benefits from the acquisition and the collaboration. These forward-looking statements are based upon the expectations of management under current assumptions at the time of this press release. Materialise cautions you that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are in some cases beyond Materialise’s control that may cause Materialise’s actual results to differ materially from its expectations. Materialise is providing this information as of the date of this press release and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise, unless Materialise has obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.
CONTACT: Bram Smits Materialise bram.smits@materialise.be Press Materialise press@materialise.com