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 April 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).
First 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.
First Quarter 2021 Results
Total revenue for the first quarter of 2021 was 45,554 kEUR, a decrease of 1.5% compared to 46,245 kEUR for the first quarter of 2020.
Revenue from our Materialise Software segment increased 4.1% to 10,219 kEUR for the first quarter of 2021 from 9,821 kEUR for the same quarter last year.
Revenue from our Materialise Medical segment increased 3.7% to 16,231 kEUR for the first quarter of 2021 compared to 15,645 kEUR for the same period in 2020.
Revenue from our Materialise Manufacturing segment was 19,114 kEUR for the first quarter of 2021, a decrease of 8.2% from 20,815 kEUR for the first quarter of 2020.
Gross profit remained stable at 24,568 kEUR compared to 24,585 kEUR for the same period last year, while the gross profit margin increased to 53.9% of total revenue from 53.2% for the first quarter of 2020.
Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses decreased, in the aggregate, 3.6% to 25,398 kEUR for the first quarter of 2021 from 26,351 kEUR for the first quarter of 2020.
Net other operating income was 1,120 kEUR compared to 683 kEUR for the first quarter of 2020.
Operating result increased to 290 kEUR from (1,084) kEUR for the first quarter of 2020.
Net financial result was (4,112) kEUR compared to (1,321) kEUR for the first quarter of 2020. Excluding the impairment of our loan position in Ditto for an amount of (3,201) kEUR, net financial result was (911) kEUR.
The first quarter of 2021 contained income tax expenses of 155 kEUR, compared to (457) kEUR in the first quarter of 2020.
As a result of the above, net loss for the first quarter of 2021 was (3,667) kEUR, compared to (2,899) kEUR for the same period in 2020. Total comprehensive income for the first quarter of 2021, which includes exchange differences on translation of foreign operations, was (6,996) kEUR compared to 284 kEUR for the 2020 period.
Adjusted EBITDA increased 48.2% to 5,341 kEUR from 3,603 kEUR. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the first quarter of 2021 increased to 11.7% from 7.8% for the first quarter of 2020.
Segment EBITDA from our Materialise Software segment increased 29.6% to 3,429 kEUR from 2,645 kEUR while the segment EBITDA margin (segment EBITDA divided by segment revenue) increased to 33.6% from 26.9% for the prior-year period.
Segment EBITDA from our Materialise Medical segment increased 85.0% to 4,541 kEUR compared to 2,455 kEUR while the segment EBITDA margin increased to 28.0% from 15.7% for the first quarter of 2020.
Segment EBITDA from our Materialise Manufacturing segment decreased to (144) kEUR from 1,118 kEUR while the segment EBITDA margin was (0.8)% compared to 5.4% % for the first quarter of 2020.
At March 31, 2021, we had cash and cash equivalents of 107,568 kEUR compared to 111,538 kEUR at December 31, 2020. Gross debt amounted to 110,527 kEUR, compared to 115,110 kEUR at December 31, 2020. As a result, our net debt position (gross debt less cash and cash equivalents) was (2,960) kEUR, an improvement of 612 kEUR compared to December 31, 2020.
Cash flow from operating activities for the first quarter of 2021 was 4,231 kEUR compared to 7,273 kEUR for the same period in 2020. Total capital expenditures for the first quarter of 2021 amounted to 2,011 kEUR.
Net shareholders’ equity at March 31, 2021 was 129,961 kEUR compared to 133,104 kEUR at December 31, 2020.
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 1.1725, the reference rate of the European Central Bank on March 31, 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 month period endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| in 000€, except for share data | 2021 | 2021 | 2020(*) | |||
| U.S. | ||||||
| Revenue | ||||||
| Cost of sales | ) | ) | ) | |||
| Gross profit | **** | **** | **** | |||
| Research and development expenses | ) | ) | ) | |||
| Sales and marketing expenses | ) | ) | ) | |||
| General and administrative expenses | ) | ) | ) | |||
| Net other operating income | ||||||
| Operating profit | **** | **** | ) | |||
| Financial expenses | ) | ) | ) | |||
| Financial income | ||||||
| Share in loss of joint venture, after tax | ) | |||||
| Profit (loss) before taxes | ) | ) | ) | |||
| Income taxes | ) | |||||
| Net profit (loss) for the year | ) | ) | ) | |||
| Net profit (loss) attributable to: | ||||||
| The owners of the parent | ) | ) | ) | |||
| Non-controlling interest | ) | |||||
| Earnings per share attributable to the owners of the parent | ||||||
| Basic | ) | ) | ) | |||
| Diluted | ) | ) | ) |
All values are in US Dollars.
| * | The quarter ended March 31, 2020 has been restated to reflect the final accounting of the business<br>combination with Engimplan. Impact on operating result of (47) kEUR |
|---|
Consolidated statements of comprehensive income (Unaudited)
| For the threemonth periodended March 31, | ||||||
|---|---|---|---|---|---|---|
| in 000€ | 2021 | 2020(*) | ||||
| Net profit (loss) for the quarter | **** | (3,667 | ) | **** | (2,899 | ) |
| Other comprehensive income (loss) | ||||||
| Recycling | ||||||
| Exchange differences on translation of foreign operations | **** | 492 | **** | **** | (4,157 | ) |
| Non-recycling | ||||||
| Fair value adjustment through OCI—Equity instruments | **** | — | **** | **** | — | **** |
| Other comprehensive income (loss), net of taxes | **** | 492 | **** | **** | (4,157 | ) |
| Total comprehensive income (loss) for the quarter, net of taxes | **** | (3,175 | ) | **** | (7,056 | ) |
| Total comprehensive income (loss) attributable to: | ||||||
| The owners of the parent | (3,175 | ) | (6,353 | ) | ||
| Non-controlling interest | — | (703 | ) | |||
| * | The quarter ended March 31, 2020 has been restated to reflect the final accounting of the business<br>combination with Engimplan. Impact on operating result of (47) kEUR | |||||
| --- | --- |
Consolidated statement of financial position (Unaudited)
| As ofMarch 31, | As ofDecember 31, | |||||
|---|---|---|---|---|---|---|
| in 000€ | 2021 | 2020 | ||||
| Assets | ||||||
| Non-current assets | ||||||
| Goodwill | 20,572 | 20,342 | ||||
| Intangible assets | 32,457 | 32,981 | ||||
| Property, plant & equipment | 86,435 | 88,267 | ||||
| Right-of-use<br>assets | 10,436 | 10,996 | ||||
| Investments in joint ventures | — | — | ||||
| Deferred tax assets | 264 | 201 | ||||
| Investments in convertible loans | 3,955 | 6,203 | ||||
| Investments in non-listed equity instruments | 3,842 | 3,842 | ||||
| Other non-current assets | 3,969 | 4,093 | ||||
| Total non-current assets | **** | 161,930 | **** | 166,925 | ||
| Current assets | ||||||
| Inventories and contracts in progress | 10,292 | 10,043 | ||||
| Trade receivables | 31,899 | 30,871 | ||||
| Other current assets | 8,472 | 8,290 | ||||
| Cash and cash equivalents | 107,568 | 111,538 | ||||
| Total current assets | **** | 158,231 | **** | 160,742 | ||
| Total assets | **** | 320,162 | **** | 327,667 | ||
| As ofMarch 31, | As ofDecember 31, | |||||
| --- | --- | --- | --- | --- | --- | --- |
| in 000€ | 2021 | 2020 | ||||
| Equity and liabilities | ||||||
| Equity | ||||||
| Share capital | 4,096 | 4,096 | ||||
| Share premium | 141,306 | 141,274 | ||||
| Retained Earnings | (11,062 | ) | (7,395 | ) | ||
| Other reserves | (4,379 | ) | (4,871 | ) | ||
| Equity attributable to the owners of the parent | **** | 129,961 | **** | **** | 133,104 | **** |
| Non-controlling interest | — | — | ||||
| Total equity | **** | 129,961 | **** | **** | 133,104 | **** |
| Non-current liabilities | ||||||
| Loans & borrowings | 84,669 | 90,502 | ||||
| Lease liabilities | 6,689 | 7,086 | ||||
| Deferred tax liabilities | 6,450 | 6,805 | ||||
| Deferred income | 4,948 | 5,327 | ||||
| Other non-current liabilities | 604 | 398 | ||||
| Total non-current liabilities | **** | 103,360 | **** | **** | 110,118 | **** |
| Current liabilities | ||||||
| Loans & borrowings | 15,841 | 13,984 | ||||
| Lease liabilities | 3,328 | 3,539 | ||||
| Trade payables | 19,024 | 17,698 | ||||
| Tax payables | 977 | 974 | ||||
| Deferred income | 32,692 | 29,555 | ||||
| Other current liabilities | 14,979 | 18,695 | ||||
| Total current liabilities | **** | 86,841 | **** | **** | 84,445 | **** |
| Total equity and liabilities | **** | 320,162 | **** | **** | 327,667 | **** |
Consolidated statement of cash flows (Unaudited)
| For the threemonth periodended March 31, | ||||||
|---|---|---|---|---|---|---|
| in 000€ | 2021 | 2020 | ||||
| Operating activities | ||||||
| Net profit (loss) for the quarter | (3,667 | ) | (2,899 | ) | ||
| Non-cash and operational adjustments | — | |||||
| Depreciation of property, plant & equipment | 3,803 | 3,646 | ||||
| Amortization of intangible assets | 1,277 | 1,115 | ||||
| Impairment of goodwill and (in)tangible assets | — | — | ||||
| Share-based payment expense | (415 | ) | (75 | ) | ||
| Loss (gain) on disposal of property, plant & equipment | (32 | ) | 108 | |||
| Movement in provisions | — | (3 | ) | |||
| Movement in reserve for bad debt and slow moving inventory | (2 | ) | 241 | |||
| Financial income | (589 | ) | (500 | ) | ||
| Financial expense | 4,701 | 1,821 | ||||
| Impact of foreign currencies | 18 | 2 | ||||
| Share in loss of joint venture (equity method) | — | 39 | ||||
| Income taxes and deferred taxes | (156 | ) | 457 | |||
| Fair value adjustment | — | — | ||||
| Other | — | — | ||||
| Working capital adjustment and income tax paid | ||||||
| Decrease (increase) in trade receivables and other receivables | (931 | ) | 1,581 | |||
| Decrease (increase) in inventories and contracts in progress | (329 | ) | (4 | ) | ||
| Increase in trade payables and other payables | 400 | 2,300 | ||||
| Income tax paid | — | (589 | ) | |||
| Interest received | 153 | 33 | ||||
| Net cash flow from operating activities | **** | 4,231 | **** | **** | 7,273 | **** |
| For the threemonth periodended March 31, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| in 000€ | 2021 | 2020 | ||||
| Investing activities | ||||||
| Purchase of property, plant & equipment | (1,242 | ) | (2,567 | ) | ||
| Purchase of intangible assets | (768 | ) | (478 | ) | ||
| Proceeds from the sale of property, plant, equipment and intangibles (net) | 183 | 70 | ||||
| Acquisition of subsidiary (net of cash) | — | — | ||||
| Investments in joint-ventures / shares | — | — | ||||
| Convertible loan granted | (1,122 | ) | (300 | ) | ||
| Other equity investments in non-listed entities | — | — | ||||
| Interest received | — | — | ||||
| Net cash flow used in investing activities | **** | (2,949 | ) | **** | (3,275 | ) |
| Financing activities | ||||||
| Proceeds from loans & borrowings | — | — | ||||
| Repayment of loans & borrowings | (3,918 | ) | (2,585 | ) | ||
| Repayment of leases | (1,066 | ) | (1,024 | ) | ||
| Capital increase in parent company | — | — | ||||
| Direct attributable expense capital increase | — | — | ||||
| Interest paid | (536 | ) | (634 | ) | ||
| Other financial income (expense), net | 136 | (138 | ) | |||
| Net cash flow from financing activities | **** | (5,384 | ) | **** | (4,381 | ) |
| Net increase/(decrease) of cash and cash equivalents | **** | (4,102 | ) | **** | (383 | ) |
| Cash and cash equivalents at beginning of the quarter | 111,538 | 128,897 | ||||
| Exchange rate differences on cash and cash equivalents | 132 | (1,379 | ) | |||
| Cash and cash equivalents at end of the quarter | 107,568 | 127,135 |
Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)
| For the threemonths endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| in 000€ | 2021 | 2020(*) | ||||
| Net profit (loss) | **** | (3,667 | ) | **** | (2,899 | ) |
| Income taxes | (155 | ) | 457 | |||
| Financial expenses | 4,701 | 1,820 | ||||
| Financial income | (589 | ) | (500 | ) | ||
| Depreciation and amortization | 5,081 | 4,760 | ||||
| Share in loss of joint venture | — | 39 | ||||
| EBITDA (unaudited) | **** | 5,371 | **** | **** | 3,677 | **** |
| Share-based compensation expense (1) | (415 | ) | (75 | ) | ||
| Acquisition-related expenses business combinations (2) | 385 | — | ||||
| Adjusted EBITDA (unaudited) | **** | 5,341 | **** | **** | 3,602 | **** |
| (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>acquisition of our option to buy Link3D. | |||||
| --- | --- | |||||
| * | The quarter ended March 31, 2020 has been restated to reflect the final accounting of the business<br>combination with Engimplan. Impact on operating result of (47) kEUR | |||||
| --- | --- |
Segment P&L (Unaudited)
| in 000€ | MaterialiseSoftware | MaterialiseMedical | MaterialiseManufacturing | Totalsegments | Unallocated<br>(1)(2) | Consolidated | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three month period ended March 31, 2021 | ||||||||||||||||||
| Revenues | 10,219 | 16,231 | 19,114 | 45,564 | (11 | ) | 45,553 | |||||||||||
| Segment Adjusted EBITDA | 3,429 | 4,541 | (144 | ) | 7,826 | (2,486 | ) | 5,341 | ||||||||||
| Segment Adjusted EBITDA % | 33.6 | % | 28.0 | % | -0.8 | % | 17.2 | % | — | 11.7 | % | |||||||
| For the three month period ended March 31, 2020 | ||||||||||||||||||
| Revenues | 9,821 | 15,645 | 20,815 | 46,281 | (36 | ) | 46,245 | |||||||||||
| Segment Adjusted EBITDA | 2,645 | 2,455 | 1,118 | 6,218 | (2,615 | ) | 3,603 | |||||||||||
| Segment Adjusted EBITDA % | 26.9 | % | 15.7 | % | 5.4 | % | 13.4 | % | — | 7.8 | % | |||||||
| (1) | Unallocated Revenues consist of occasional one-off sales by 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. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| * | The quarter ended March 31, 2020 has been restated to reflect the final accounting of the business<br>combination with Engimplan. Impact on operating result of (47) kEUR | |||||||||||||||||
| --- | --- |
Reconciliation of Net Profit (Loss) to Segment EBITDA (Unaudited)
| For the three monthsended March 31, | ||||||
|---|---|---|---|---|---|---|
| in 000€ | 2021 | 2020 | ||||
| Net profit (loss) for the period | **** | (3,667 | ) | **** | (2,899 | ) |
| Income taxes | (155 | ) | 457 | |||
| Financial cost | 4,701 | 1,820 | ||||
| Financial income | (589 | ) | (500 | ) | ||
| Share in loss of joint venture | — | 39 | ||||
| Operating profit | **** | 290 | **** | **** | (1,083 | ) |
| Depreciation and amortization | 5,081 | 4,760 | ||||
| Corporate research and development | 692 | 747 | ||||
| Corporate headquarter costs | 2,648 | 2,368 | ||||
| Other operating (income) expense | (855 | ) | (575 | ) | ||
| Segment EBITDA (unaudited) | **** | 7,856 | **** | **** | 6,217 | **** |
| * | The quarter ended March 31, 2020 has been restated to reflect the final accounting of the business<br>combination with Engimplan. Impact on operating result of (47) 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: April 30, 2021 ****