UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2019
Commission File Number: 001-36515
Materialise NV
Technologielaan 15
3001 Leuven
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 2019 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 2019 Results
Total revenue for the first quarter of 2019 increased 7.3% to 47,115 kEUR compared to 43,899 kEUR for the first quarter of 2018.
Revenue from our Materialise Software segment increased 12.3% to 9,350 kEUR for the first quarter of 2019 from 8,326 kEUR for the same quarter last year.
Revenue from our Materialise Medical segment increased 13.6% to 13,566 kEUR for the first quarter of 2019 compared to 11,946 kEUR for the same period in 2018. Compared to the same quarter in 2018, revenues from medical devices and services grew 15.8%, and revenues from our medical software grew 9.4%.
Revenue from our Materialise Manufacturing segment increased 2.3% to 24,184 kEUR for the first quarter of 2019 from 23,632 kEUR for the first quarter of 2018.
Gross profit was 25,579 kEUR, or 54.3% of total revenue, for the first quarter of 2019 compared to 23,955 kEUR, or 54.6% of total revenue, for the first quarter of 2018.
Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased, in the aggregate, 8.5% to 25,361 kEUR for the first quarter of 2019 from 23,374 kEUR for the first quarter of 2018.
Net other operating income increased by 709 kEUR to 1,258 kEUR compared to 549 kEUR for the first quarter of 2018.
Operating result increased 30.6% to 1,476 kEUR from 1,130 kEUR for the same period in the prior year.
Net financial result was (592) kEUR compared to (710) kEUR for the prior-year period. The share in loss of joint venture amounted to (123) kEUR from (103) kEUR for the same period last year.
The first quarter of 2019 contained income tax expenses of (1,065) kEUR, compared to (500) kEUR in the first quarter of 2018. The decrease of 565 kEUR primarily reflects the change in deferred taxes from an income of 320 kEUR as at March 31, 2018 to an expense of 290 kEUR as at March 31, 2019.
As a result of the above, net loss for the first quarter of 2019 was (304) kEUR, compared to (183) kEUR for the same period in 2018. Total comprehensive income for the first quarter of 2019, which includes exchange differences on translation of foreign operations, was 284 kEUR compared to a loss of (278) kEUR for the same period in 2018.
Adjusted EBITDA increased to 5,829 kEUR from 5,224 kEUR. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) in the first quarter of 2019 was 12.4% compared to 11.9% in the first quarter of 2018.
Segment EBITDA from our Materialise Software segment increased to 2,961 kEUR from 2,324 kEUR while the segment EBITDA margin (the segment’s EBITDA divided by the segment’s revenue) was 31.7% compared to 27.9% in the prior-year period.
Segment EBITDA from our Materialise Medical segment was 1,773 kEUR compared to 2,060 kEUR while the segment EBITDA margin decreased to 13.1% from 17.2% in the first quarter of 2018.
Segment EBITDA from our Materialise Manufacturing segment increased to 3,695 kEUR from 3,133 kEUR while the segment EBITDA margin increased to 15.3% from 13.3% for the same quarter in 2018.
At March 31, 2019, we had cash and equivalents of 111,052 kEUR compared to 115,506 kEUR at December 31, 2018. Cash flow from operating activities for the first quarter of 2019 was 4,081 kEUR compared to 6,200 kEUR in 2018. As a result of the implementation of the new accounting standard IFRS 16, we have recognized additional lease assets and liabilities for an amount of 4,998 kEUR at January 1, 2019. Our Adjusted EBITDA for the first quarter of 2019 was affected positively by this new standard from the rental payments decrease of 596 kEUR, but our operating profit was not impacted as the depreciation expenses increased by the same amount.
Net shareholders’ equity at March 31, 2019 was 136,377 kEUR compared to 135,989 kEUR at December 31, 2018.
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 non-cash stock-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 1.1235, the reference rate of the European Central Bank on March 29, 2019.
About Materialise
Materialise incorporates more than 25 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
ended March 31, |
For the three months ended March 31, |
|||||||||||||||||||||||
| In 000 | 2019 | 2019 | 2018 | 2019 | 2018 | |||||||||||||||||||
| U.S.$ | € | € | € | € | ||||||||||||||||||||
| Revenue |
52,934 | 47,115 | 43,899 | 47,115 | 43,899 | |||||||||||||||||||
| Cost of sales |
(24,195) | (21,536) | (19,944) | (21,536) | (19,944) | |||||||||||||||||||
| Gross profit |
28,739 | 25,579 | 23,955 | 25,579 | 23,955 | |||||||||||||||||||
| Gross profit as % of revenue |
54,3% | 54,3% | 54.6% | 54,3% | 54.6% | |||||||||||||||||||
| Research and development expenses |
(6,388) | (5,686) | (5,615) | (5,686) | (5,615) | |||||||||||||||||||
| Sales and marketing expenses |
(13,571) | (12,079) | (10,599) | (12,079) | (10,599) | |||||||||||||||||||
| General and administrative expenses |
(8,534) | (7,596) | (7,160) | (7,596) | (7,160) | |||||||||||||||||||
| Net other operating income (expenses) |
1,412 | 1,258 | 549 | 1,258 | 549 | |||||||||||||||||||
| Operating (loss) profit |
1,658 | 1,476 | 1,130 | 1,476 | 1,130 | |||||||||||||||||||
| Financial expenses |
(1,344) | (1,196) | (1,550) | (1,196) | (1,550) | |||||||||||||||||||
| Financial income |
679 | 604 | 840 | 604 | 840 | |||||||||||||||||||
| Share in loss of joint venture |
(139) | (123) | (103) | (123) | (103) | |||||||||||||||||||
| (Loss) profit before taxes |
854 | 761 | 317 | 761 | 317 | |||||||||||||||||||
| Income taxes |
(1,196) | (1,065) | (500) | (1,065) | (500) | |||||||||||||||||||
| Net (loss) profit for the period |
(342) | (304) | (183) | (304) | (183) | |||||||||||||||||||
| Net (loss) profit attributable to: |
||||||||||||||||||||||||
| The owners of the parent |
(342) | (304) | (183) | (304) | (183) | |||||||||||||||||||
| Non-controlling interest |
– | – | – | – | – | |||||||||||||||||||
| Earnings per share attributable to owners of the parent |
|
|||||||||||||||||||||||
| Basic |
(0.01) | (0.01) | 0.00 | (0.01) | 0.00 | |||||||||||||||||||
| Diluted |
(0.01) | (0.01) | 0.00 | (0.01) | 0.00 | |||||||||||||||||||
| Weighted average basic shares outstanding |
52,891 | 52,891 | 47,428 | 52,891 | 47,428 | |||||||||||||||||||
| Weighted average diluted shares outstanding |
52,891 | 52,891 | 47,428 | 52,891 | 47,428 | |||||||||||||||||||
Consolidated statements of comprehensive income (Unaudited)
| For the three months
ended March 31, |
For the three months ended March 31, |
|||||||||||||||||||||||
| In 000 | 2019 | 2019 | 2018 | 2019 | 2018 | |||||||||||||||||||
| U.S.$ | € | € | € | € | ||||||||||||||||||||
| Net profit (loss) for the period |
(342) | (304) | (183) | (304) | (183) | |||||||||||||||||||
| Other comprehensive income |
||||||||||||||||||||||||
| Exchange difference on translation of foreign operations |
661 | 588 | (95) | 588 | (95) | |||||||||||||||||||
| Other comprehensive income (loss), net of taxes |
661 | 588 | (95) | 588 | (95) | |||||||||||||||||||
| Total comprehensive income (loss) for the year, net of taxes |
319 | 284 | (278) | 284 | (278) | |||||||||||||||||||
| Total comprehensive income (loss) attributable to: |
||||||||||||||||||||||||
| The owners of the parent |
319 | 284 | (278) | 284 | (278) | |||||||||||||||||||
| Non-controlling interest |
– | – | – | – | – | |||||||||||||||||||
Consolidated statement of financial position (Unaudited)
| As of March 31, |
As of December 31, |
|||||||
| In 000 | 2019 | 2018 | ||||||
| € | € | |||||||
| Assets |
||||||||
| Non-current assets |
||||||||
| Goodwill |
17,680 | 17,491 | ||||||
| Intangible assets |
26,189 | 26,326 | ||||||
| Property, plant & equipment |
97,120 | 92,537 | ||||||
| Investments in joint ventures |
||||||||
| Deferred tax assets |
257 | 315 | ||||||
| Other non-current assets |
9,388 | 7,237 | ||||||
| Total non-current assets |
150,634 | 143,906 | ||||||
| Current assets |
||||||||
| Inventories |
11,203 | 9,986 | ||||||
| Trade receivables |
39,397 | 36,891 | ||||||
| Other current assets |
7,172 | 6,936 | ||||||
| Cash and cash equivalents |
111,052 | 115,506 | ||||||
| Total current assets |
168,824 | 169,319 | ||||||
| Total assets |
319,458 | 313,225 | ||||||
| As of March 31, |
As of December 31, |
|||||||
| In 000 | 2019 | 2018 | ||||||
| € | € | |||||||
| Equity and liabilities |
||||||||
| Equity |
||||||||
| Share capital |
3,050 | 3,050 | ||||||
| Share premium |
136,741 | 136,637 | ||||||
| Consolidated reserves |
(2,152) | (1,848) | ||||||
| Other comprehensive income |
(1,262) | (1,850) | ||||||
| Equity attributable to the owners of the parent |
136,377 | 135,989 | ||||||
| Non-controlling interest |
– | – | ||||||
| Total equity |
136,377 | 135,989 | ||||||
| Non-current liabilities |
||||||||
| Loans & borrowings |
93,638 | 92,440 | ||||||
| Deferred tax liabilities |
6,484 | 6,226 | ||||||
| Deferred income |
4,813 | 4,587 | ||||||
| Other non-current liabilities |
585 | 868 | ||||||
| Total non-current liabilities |
105,520 | 104,121 | ||||||
| Current liabilities |
||||||||
| Loans & borrowings |
15,517 | 13,598 | ||||||
| Trade payables |
17,128 | 18,667 | ||||||
| Tax payables |
2,730 | 2,313 | ||||||
| Deferred income |
26,476 | 23,195 | ||||||
| Other current liabilities |
15,710 | 15,342 | ||||||
| Total current liabilities |
77,561 | 73,115 | ||||||
| Total equity and liabilities |
319,458 | 313,225 | ||||||
Consolidated statement of cash flows (Unaudited)
| For the three months ended March 31, | ||||
| in 000 | 2019 | 2018 | ||
| € | € | |||
| Operating activities |
||||
| Net (loss) profit for the period |
(304) | (183) | ||
| Non-cash and operational adjustments |
||||
| Depreciation of property, plant & equipment |
3,429 | 2,700 | ||
| Amortization of intangible assets |
1,101 | 1,305 | ||
| Share-based payment expense |
(177) | 89 | ||
| Loss (gain) on disposal of property, plant & equipment |
51 | – | ||
| Movement in provisions |
14 | (16) | ||
| Movement reserve for bad debt |
(136) | 84 | ||
| Financial income |
(60) | (667) | ||
| Financial expense |
583 | 1,067 | ||
| Impact of foreign currencies |
83 | 310 | ||
| Share in loss of a joint venture (equity method) |
124 | 103 | ||
| (Deferred) income taxes |
1,065 | 501 | ||
| Other |
35 | (88) | ||
| Working capital adjustment & income tax paid |
||||
| Increase in trade receivables and other receivables |
(2,393) | (4,372) | ||
| Decrease (increase) in inventories |
(1,200) | 1,147 | ||
| Increase in trade payables and other payables |
2,251 | 5,027 | ||
| Income tax paid |
(385) | (807) | ||
| Net cash flow from operating activities |
4,081 | 6,200 | ||
| For the three months ended March 31, | ||||
| in 000 | 2019 | 2018 | ||
| € | € | |||
| Investing activities |
||||
| Purchase of property, plant & equipment |
(2,657) | (4,275) | ||
| Purchase of intangible assets |
(575) | (324) | ||
| Proceeds from the sale of property, plant & equipment & intangible assets (net) |
– | 20 | ||
| Convertible loan to third party |
(2,500) | – | ||
| Investments in joint-ventures |
– | – | ||
| Interest received |
53 | 14 | ||
| Net cash flow used in investing activities |
(5,679) | (4,565) | ||
| Financing activities |
||||
| Proceeds from loans & borrowings |
1,500 | 12,413 | ||
| Repayment of loans & borrowings |
(2,543) | (11,388) | ||
| Repayment of finance leases |
(1,399) | (760) | ||
| Capital increase |
– | 207 | ||
| Interest paid |
(503) | (404) | ||
| Other financial income (expense) |
(110) | 5 | ||
| Net cash flow from (used in) financing activities |
(3,055) | 73 | ||
| Net increase of cash & cash equivalents |
(4,653) | 1,708 | ||
| Cash & cash equivalents at beginning of the year |
115,506 | 43,175 | ||
| Exchange rate differences on cash & cash equivalents |
199 | (186) | ||
| Cash & cash equivalents at end of the year |
111,052 | 44,697 | ||
Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)
| For the three months ended March 31, |
For the three months ended March 31, |
|||||||||||||||||||
| In 000 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||||
| € | € | € | € | |||||||||||||||||
| Net profit (loss) for the period |
(304) | (183) | (304) | (183) | ||||||||||||||||
| Income taxes |
1,065 | 500 | 1,065 | 500 | ||||||||||||||||
| Financial expenses |
1,196 | 1,550 | 1,196 | 1,550 | ||||||||||||||||
| Financial income |
(604 | ) | (840 | ) | (604) | (840) | ||||||||||||||
| Share in loss of joint venture |
123 | 103 | 123 | 103 | ||||||||||||||||
| Depreciation and amortization |
4,530 | 4,006 | 4,530 | 4,006 | ||||||||||||||||
| EBITDA |
6,006 | 5,136 | 6,006 | 5,136 | ||||||||||||||||
| Non-cash stock-based compensation expense (1) |
(177 | ) | 88 | (177) | 88 | |||||||||||||||
| Acquisition-related expenses business combinations |
– | – | – | – | ||||||||||||||||
| ADJUSTED EBITDA |
5,829 | 5,224 | 5,829 | 5,224 | ||||||||||||||||
| (1) | Non-cash stock-based compensation expenses represent the cost of equity-settled and cash-settled share-based payments to employees. |
Segment P&L (Unaudited)
| In 000 | Materialise Software |
Materialise Medical |
Materialise Manufact- uring |
Total segments |
Unallocated (1) |
Consoli- dated | ||||||
| €
|
€
|
€
|
€
|
€
|
€
| |||||||
| For the three months ended March 31, 2019 |
||||||||||||
| Revenues |
9,350 | 13,566 | 24,184 | 47,100 | 15 | 47,115 | ||||||
| Segment EBITDA |
2,961 | 1,773 | 3,695 | 8,429 | (2,423) | 6,006 | ||||||
| Segment EBITDA %
|
31.7%
|
13.1%
|
15.3%
|
17.9%
|
12.7%
| |||||||
| For the three months ended March 31, 2018 |
||||||||||||
| Revenues |
8,326 | 11,946 | 23,632 | 43,904 | (5) | 43,899 | ||||||
| Segment EBITDA |
2,324 | 2,060 | 3,133 | 7,517 | (2,381) | 5,136 | ||||||
| Segment EBITDA % |
27.9% | 17.2% | 13.3% | 17.1% | 11.7% | |||||||
(1) Unallocated Revenues consist of occasional one-off sales by our core competencies not allocated to any of our segments. Unallocated Segment EBITDA consists of corporate research and development, corporate headquarter costs and other operating income (expense).
Reconciliation of Net Profit (Loss) to Segment EBITDA (Unaudited)
| For the three months ended March 31, |
For the three months ended March 31, |
|||||||||||||||||||
| In 000 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||||
| € | € | € | € | |||||||||||||||||
| Net profit (loss) for the period |
(304) | (183) | (304) | (183) | ||||||||||||||||
| Income taxes |
1,065 | 500 | 1,065 | 500 | ||||||||||||||||
| Financial cost |
1,196 | 1,550 | 1,196 | 1,550 | ||||||||||||||||
| Financial income |
(604) | (840) | (604) | (840) | ||||||||||||||||
| Share in loss of joint venture |
123 | 103 | 123 | 103 | ||||||||||||||||
| Operating profit |
1,476 | 1,130 | 1,476 | 1,130 | ||||||||||||||||
| Depreciation and amortization |
4,530 | 4,006 | 4,530 | 4,006 | ||||||||||||||||
| Corporate research and development |
464 | 490 | 464 | 490 | ||||||||||||||||
| Corporate headquarter costs |
2,565 | 2,263 | 2,565 | 2,263 | ||||||||||||||||
| Other operating income (expense) |
(606) | (372) | (606) | (372) | ||||||||||||||||
| Segment EBITDA |
8,429 | 7,517 | 8,429 | 7,517 | ||||||||||||||||
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, 2019