6-K
MATERIALISE NV (MTLS)
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 July 2021
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): ☐
This Form 6-K is incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-213649).
Second Quarter 2021 Financial Results
Except as otherwise required by the context, references to “Materialise,” “Company,” “we,” “us” and “our” are to Materialise NV and its subsidiaries.
Second Quarter 2021 Results
Total revenue for the second quarter of 2021 increased 33.0% to 50,713 kEUR from 38,117 kEUR for the second quarter of 2020.
Revenue from our Materialise Software segment increased 5.2% to 10,032 kEUR for the second quarter of 2021 from 9,540 kEUR for the same quarter last year.
Revenue from our Materialise Medical segment increased 49.5% to 17,544 kEUR for the second quarter of 2021 compared to 11,735 kEUR for the same period in 2020.
Revenue from our Materialise Manufacturing segment increased 38.7% to 23,268 kEUR from 16,777 kEUR for the second quarter of 2020.
Gross profit was 28,441 kEUR, an increase of 42.6% compared to 19,949 kEUR for the same period last year, while the gross profit margin increased considerably to 56.1% of total revenue compared to 52.3% for the second quarter of 2020.
Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased, in the aggregate, 18.3% to 26,864 kEUR for the second quarter of 2021 from 22,705 kEUR for the second quarter of 2020.
Net other operating income was 843 kEUR compared to 892 kEUR for the second quarter of 2020. Operating result increased to 2,421 kEUR from (1,865) kEUR for the second quarter of 2020. Net financial result was 1,153 kEUR compared to (295) kEUR for the second quarter of 2020. The second quarter of 2021 contained income tax expenses of (131) kEUR, compared to 191 kEUR in the second quarter of 2020.
As a result of the above, our net result for the second quarter of 2021 increased 5,412 kEUR to a net profit of 3,443 kEUR, compared to a net loss of (1,969) kEUR for the same period in 2020. Total comprehensive income for the second quarter of 2021, which includes exchange differences on translation of foreign operations, was 4,420 kEUR compared to (3,014) kEUR for the 2020 period.
Adjusted EBITDA more than doubled, increasing from 3,382 kEUR in the previous period to 6,925 kEUR. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the second quarter of 2021 increased to 13.7% from 8.9% for the second quarter of 2020.
Segment EBITDA from our Materialise Software segment was 3,129 kEUR compared to 3,756 kEUR while the segment EBITDA margin (segment EBITDA divided by segment revenue) was 31.2% compared to 39.4% in the prior-year period.
Segment EBITDA from our Materialise Medical segment increased to 4,519 kEUR compared to 1,139 kEUR while the segment EBITDA margin increased to 25.8% from 9.7% for the second quarter of 2020.
Segment EBITDA from our Materialise Manufacturing segment increased to 1,850 kEUR from 650 kEUR while the segment EBITDA margin increased to 7.9% from 3.9% for the second quarter of 2020.
At June 30, 2021, we had cash and cash equivalents of 182,816 kEUR compared to 111,538 kEUR at December 31, 2020. This includes the net proceeds from the public offering of 4,000,000 new shares at 24 USD per share that we completed in the quarter (but excludes the proceeds from the issuance of an additional 600,000 new shares at 24 USD per share in connection with the underwriters’ exercise of their option to purchase such shares in July 2021). Gross debt amounted to 106,849 kEUR, compared to 115,110 kEUR at December 31, 2020. As a result, our net cash position (cash and cash equivalents less gross debt) was 75,968 kEUR at June 30, 2021, an improvement of 79,540 kEUR compared to December 31, 2020.
Cash flow from operating activities for the second quarter of 2021 was 8,871 kEUR compared to 7,053 kEUR for the same period in 2020. Total capital expenditures for the second quarter of 2021 amounted to 2,003 kEUR.
Net shareholders’ equity at June 30, 2021 was 208,755 kEUR compared to 133,104 kEUR at December 31, 2020. In June of 2021, we issued 4,000,000 new shares in connection with the public offering of shares described above, bringing our total amount of shares on a fully diluted basis at June 30, 2021 to 58.4 million (not including the 600,000 additional new shares issued in July 2021 following the exercise of the underwriters’ option to purchase additional shares).
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 profit or loss in a joint venture and depreciation and amortization. Adjusted EBITDA is determined by adding share-based compensation expenses, acquisition-related expenses of business combinations, impairments and revaluation of fair value due to 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 1.1884, the reference rate of the European Central Bank on June 30, 2021.
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 one of the largest groups of software developers in the industry with one of the largest 3D printing facilities in the world.
Consolidated income statements (Unaudited)
| for the three months endedJune 30, | for the six months endedJune 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2021 | 2021 | 2020 (*) | 2021 | 2020 (*) | |||||
| U.S. | ||||||||||
| Revenue | ||||||||||
| Cost of Sales | ) | ) | ) | ) | ) | |||||
| Gross Profit | **** | **** | **** | **** | **** | |||||
| Gross profit as % of revenue | % | % | % | % | % | |||||
| Research and development expenses | ) | ) | ) | ) | ) | |||||
| Sales and marketing expenses | ) | ) | ) | ) | ) | |||||
| General and administrative expenses | ) | ) | ) | ) | ) | |||||
| Net other operating income (expenses) | ||||||||||
| Operating (loss) profit | **** | **** | ) | **** | ) | |||||
| Financial expenses | ) | ) | ) | ) | ) | |||||
| Financial income | ||||||||||
| Share in loss of joint venture | ) | |||||||||
| (Loss) profit before taxes | **** | **** | ) | ) | ) | |||||
| Income Taxes | ) | ) | ) | |||||||
| Net (loss) profit for the period | **** | **** | ) | ) | ) | |||||
| Net (loss) profit attributable to: | ||||||||||
| The owners of the parent | ) | ) | ) | |||||||
| Non-controlling interest | ) | ) | ||||||||
| Earning per share attributable to owners of the parent | ||||||||||
| Basic | ) | ) | ) | |||||||
| Diluted | ) | ) | ) | |||||||
| Weighted average basic shares outstanding | ||||||||||
| Weighted average diluted shares outstanding |
All values are in US Dollars.
| (*) | The year 2020 has been restated to reflect the final accounting of the business combination with Engimplan.<br>Impact on the year to date operating result of the (83) kEUR |
|---|
Consolidated statements of comprehensive income (Unaudited)
| for the three months endedJune 30, | for the six months endedJune 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| In 000€ | 2021 | 2021 | 2020 (*) | 2021 | 2020 (*) | |||
| U.S. | ||||||||
| Net profit (loss) for the period | ) | ) | ) | |||||
| Other comprehensive income | ||||||||
| Recycling | ||||||||
| Exchange difference on translation of foreign operations | ) | ) | ||||||
| Non-recycling | ||||||||
| Fair value adjustments through OCI - Equity instruments | ||||||||
| Other comprehensive income (loss), net of taxes | ) | **** | ) | |||||
| Total comprehensive income (loss) for the year, net of taxes | ) | **** | ) | |||||
| Total comprehensive income (loss) attributable to: | ||||||||
| The owners of the parent | ) | **** | ) | |||||
| Non-controlling interests | ) | ) |
All values are in US Dollars.
| (*) | The year 2020 has been restated to reflect the final accounting of the business combination with Engimplan.<br>Impact on the year to date operating result of the (83) kEUR |
|---|
Consolidated statement of financial position (Unaudited)
| As of<br>June 30, | As of<br>December 31, | |||||
|---|---|---|---|---|---|---|
| In 000€ | 2021 | 2020 | ||||
| Assets | ||||||
| Non-current assets | ||||||
| Goodwill | 20,561 | 20,342 | ||||
| Intangible assets | 32,233 | 32,981 | ||||
| Property, plant & equipment | 85,468 | 88,267 | ||||
| Right-of-Use<br>assets | 9,678 | 10,996 | ||||
| Investments in joint ventures | — | — | ||||
| Deferred tax assets | 273 | 201 | ||||
| Other non-current assets | 13,088 | 14,139 | ||||
| Total non-current assets | **** | 161,301 | **** | 166,926 | ||
| Current assets | ||||||
| Inventories | 11,219 | 10,043 | ||||
| Trade receivables | 33,674 | 30,871 | ||||
| Other current assets | 9,080 | 8,290 | ||||
| Cash and cash equivalents | 182,816 | 111,538 | ||||
| Total non-current assets | **** | 236,789 | **** | 160,741 | ||
| Total assets | **** | 398,090 | **** | 327,667 | ||
| As of<br>June 30, | As of<br>December 31, | |||||
| --- | --- | --- | --- | --- | --- | --- |
| In 000€ | 2021 | 2020 | ||||
| Equity and liabilities | ||||||
| Equity | ||||||
| Share capital | 4,401 | 4,096 | ||||
| Share premium | 215,374 | 141,274 | ||||
| Consolidated reserves | (5,247 | ) | (4,469 | ) | ||
| Other comprehensive income | (5,773 | ) | (7,797 | ) | ||
| Equity attibutable to the owners of the parent | **** | 208,755 | **** | **** | 133,104 | **** |
| Non-controlling interest | — | — | ||||
| Total equity | **** | 208,755 | **** | **** | 133,104 | **** |
| Non-current liabilities | ||||||
| Loans & borrowings | 81,810 | 90,502 | ||||
| Lease liabilities | 6,360 | 7,086 | ||||
| Deferred tax liabilities | 6,347 | 6,805 | ||||
| Deferred income | 4,820 | 5,327 | ||||
| Other non-current liabilities | 678 | 398 | ||||
| Total non-current liabilities | **** | 100,015 | **** | **** | 110,118 | **** |
| Current liabilities | ||||||
| Loans & borrowings | 15,661 | 13,984 | ||||
| Lease liabilities | 3,018 | 3,538 | ||||
| Trade payables | 21,649 | 17,698 | ||||
| Tax payables | 1,225 | 974 | ||||
| Deferred income | 32,394 | 29,554 | ||||
| Other current liabilities | 15,373 | 18,697 | ||||
| Total current liabilities | **** | 89,320 | **** | **** | 84,445 | **** |
| Total equity and liabilities | **** | 398,090 | **** | **** | 327,667 | **** |
Consolidated statement of cash flows (Unaudited)
| for the six months ended<br>June 30, | ||||||
|---|---|---|---|---|---|---|
| In 000€ | 2021 | 2020 (*) | ||||
| Operating activities | ||||||
| Net (loss) profit for the period | (224 | ) | (4,869 | ) | ||
| Non-cash and operational adjustments | ||||||
| Depreciation of property plant & equipment | 7,591 | 7,493 | ||||
| Amortization of intangible assets | 2,335 | 2,284 | ||||
| Share-based payment expense | (774 | ) | — | |||
| Loss (gain) on disposal of property, plant & equipment | 48 | 46 | ||||
| Movement in provisions | 5 | 4 | ||||
| Movement reserve for bad debt | 204 | 181 | ||||
| Financial income | (2,556 | ) | (845 | ) | ||
| Financial expense | 5,515 | 2,453 | ||||
| Impact of foreign currencies | 87 | 36 | ||||
| Share in loss (gain) of a joint venture (equity method) | — | 39 | ||||
| (Deferred) income taxes | (25 | ) | 266 | |||
| Other non-current liabilities | — | |||||
| Working capital adjustments & income tax paid | ||||||
| Decrease (increase) in trade receivables and other receivables | (1,528 | ) | 8,962 | |||
| Decrease (increase) in inventories | (1,188 | ) | 1,220 | |||
| Decrease (increase) in trade payables and other payables | 3,439 | (1,843 | ) | |||
| Interest received | 313 | — | ||||
| Income tax paid | (140 | ) | (1,102 | ) | ||
| Net cash flow from operating activities | **** | 13,102 | **** | **** | 14,326 | **** |
| for the six months ended<br>June 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| In 000€ | 2021 | 2020 (*) | ||||
| Investing activities | ||||||
| Purchase of property, plant & equipment | (2,453 | ) | (5,756 | ) | ||
| Purchase of intangible assets | (1,562 | ) | (687 | ) | ||
| Proceeds from the sale of property, plant & equipment & intangible assets<br>(net) | 222 | 72 | ||||
| Convertible loan to third party | (4,370 | ) | (300 | ) | ||
| Investment in joint-ventures | — | — | ||||
| Net cash flow used in investing activities | **** | (8,163 | ) | **** | (6,671 | ) |
| Financing activities | ||||||
| Proceeds from loans & borrowings | — | 15 | ||||
| Repayment of loans & borrowings | (7,219 | ) | (5,813 | ) | ||
| Repayment of finance leases | (1,909 | ) | (1,823 | ) | ||
| Capital increase | 74,346 | 140 | ||||
| Interest paid | (1,064 | ) | (1,178 | ) | ||
| Other financial income (expense) | 1,580 | (617 | ) | |||
| Net cash flow from (used in) financing activities | **** | 65,734 | **** | **** | (9,276 | ) |
| Net increase of cash & cash equivalents | **** | 70,673 | **** | **** | (1,621 | ) |
| Cash & Cash equivalents at the beginning of the year | 111,538 | 128,897 | ||||
| Exchange rate differences on cash & cash equivalents | 605 | (1,822 | ) | |||
| Cash & cash equivalents at end of the year | **** | 182,816 | **** | **** | 125,454 | **** |
| (*) | The year 2020 has been restated to reflect the final accounting of the business combination with Engimplan.<br>Impact on the year to date operating result of the (83) kEUR | |||||
| --- | --- |
Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)
| for the three months ended<br>June 30, | for the six months ended<br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2021 | 2020 (*) | 2021 | 2020 (*) | ||||||||
| Net profit (loss) for the period | **** | 3,443 | **** | **** | (1,969 | ) | **** | (224 | ) | **** | (4,870 | ) |
| Income taxes | 131 | (191 | ) | (25 | ) | 267 | ||||||
| Financial expenses | 815 | 640 | 5,515 | 2,461 | ||||||||
| Financial income | (1,968 | ) | (345 | ) | (2,556 | ) | (845 | ) | ||||
| Depreciation and amortization | 4,845 | 5,017 | 9,926 | 9,777 | ||||||||
| Share in loss of joint venture | — | — | — | 39 | ||||||||
| EBITDA | **** | 7,266 | **** | **** | 3,152 | **** | **** | 12,637 | **** | **** | 6,829 | **** |
| Share-based compensation expense (1) | (358 | ) | 231 | (774 | ) | 157 | ||||||
| Acquisition-related expenses business combinations (2) | 17 | — | 405 | — | ||||||||
| Adjusted EBITDA | **** | 6,925 | **** | **** | 3,382 | **** | **** | 12,268 | **** | **** | 6,985 | **** |
| (1) | Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.<br> | |||||||||||
| --- | --- | |||||||||||
| (2) | Acquisition-related expenses of business combinations represent expenses incurred in connection with the<br>acquisition of our option to buy Link3D. | |||||||||||
| --- | --- | |||||||||||
| (*) | The year 2020 has been restated to reflect the final accounting of the business combination with Engimplan.<br>Impact on the year to date operating result of the (83) kEUR | |||||||||||
| --- | --- |
Segment P&L (Unaudited)
| In 000€ | Materialise<br>Software | Materialise<br>Medical | Materialise<br>Manufacturing | Total<br>segments | Unallocated<br>(1)(2) | Consolidated | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended June 30, 2021 | ||||||||||||||||||
| Revenues | 10,032 | 17,544 | 23,268 | 50,844 | (131 | ) | 50,713 | |||||||||||
| Segment (adj) EBITDA | 3,129 | 4,519 | 1,850 | 9,498 | (2,572 | ) | 6,925 | |||||||||||
| Segment (adj) EBITDA % | 31.2 | % | 25.8 | % | 7.9 | % | 18.7 | % | 13.7 | % | ||||||||
| For the three months ended June 30, 2020 | ||||||||||||||||||
| Revenues | 9,540 | 11,735 | 16,777 | 38,052 | 65 | 38,117 | ||||||||||||
| Segment (adj) EBITDA | 3,756 | 1,139 | 650 | 5,546 | (2,164 | ) | 3,382 | |||||||||||
| Segment (adj) EBITDA % | 39.4 | % | 9.7 | % | 3.9 | % | 14.6 | % | 8.9 | % | ||||||||
| In 000€ | Materialise<br>Software | Materialise<br>Medical | Materialise<br>Manufacturing | Total<br>segments | Unallocated<br>(1)(2) | Consolidated | ||||||||||||
| For the six months ended June 30, 2021 | ||||||||||||||||||
| Revenues | 20,251 | 33,776 | 42,381 | 96,408 | (142 | ) | 96,266 | |||||||||||
| Segment (adj) EBITDA | 6,558 | 9,060 | 1,706 | 17,324 | (5,059 | ) | 12,265 | |||||||||||
| Segment (adj) EBITDA % | 32.4 | % | 26.8 | % | 4.0 | % | 18.0 | % | 12.7 | % | ||||||||
| For the six months ended June 30, 2020 | ||||||||||||||||||
| Revenues | 19,361 | 27,380 | 37,592 | 84,333 | 29 | 84,362 | ||||||||||||
| Segment (adj) EBITDA | 6,401 | 3,595 | 1,768 | 11,765 | (4,780 | ) | 6,985 | |||||||||||
| Segment (adj) EBITDA % | 33.1 | % | 13.1 | % | 4.7 | % | 14.0 | % | 8.3 | % | ||||||||
| (1) | Unallocated Revenues consists of occasional one-off sales in<br>our core competencies not allocated to any of our segments. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | Unallocated segment adjusted EBITDA consists of corporate research and development, corporate headquarter costs<br>and other operating income (expense), and the added share-based compensation expenses, acquisition related expenses of business combinations, impairments and fair value of business combinations that are included in Adjusted EBITDA.<br> | |||||||||||||||||
| --- | --- |
Reconciliation of Net Profit (Loss) to Segment EBITDA (Unaudited)
| for the three months ended<br>June 30, | for the six months ended<br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2021 | 2020 (*) | 2021 | 2020 (*) | ||||||||
| Net profit (loss) for the period | **** | 3,443 | **** | **** | (1,969 | ) | **** | (224 | ) | **** | (4,870 | ) |
| Income taxes | 131 | (191 | ) | (25 | ) | 267 | ||||||
| Financial cost | 814 | 640 | 5,515 | 2,461 | ||||||||
| Financial income | (1,968 | ) | (345 | ) | (2,556 | ) | (845 | ) | ||||
| Share in loss of joint venture | — | 39 | ||||||||||
| Operating (loss) profit | **** | 2,420 | **** | **** | (1,865 | ) | **** | 2,710 | **** | **** | (2,948 | ) |
| Depreciation and amortization | 4,845 | 5,015 | 9,926 | 9,777 | ||||||||
| Corporate research and development | 774 | 687 | 1,466 | 1,478 | ||||||||
| Corporate headquarter costs | 2,316 | 2,781 | 4,964 | 5,173 | ||||||||
| Other operating income (expense) | (857 | ) | (1,074 | ) | (1,742 | ) | (1,716 | ) | ||||
| Segment EBITDA | **** | 9,498 | **** | **** | 5,546 | **** | **** | 17,324 | **** | **** | 11,765 | **** |
| (*) | The year 2020 has been restated to reflect the final accounting of the business combination with Engimplan.<br>Impact on the year to date operating result of the (83) kEUR | |||||||||||
| --- | --- |
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: July 29, 2021 ****