6-K

 

 

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 August 2015

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  x    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):  ¨

 

 

 


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: August 11, 2015

EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Press Release
EX-99.1

 

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Exhibit 99.1

 

LOGO

Materialise Reports Second Quarter 2015 Results

Leuven, Belgium – August 11, 2015 - Materialise NV (NASDAQ: MTLS), a leading provider of additive manufacturing software and of sophisticated 3D printing services, today announced its financial results for the second quarter ended June 30, 2015.

Highlights – Second Quarter 2015

 

    Total revenue increased 28.8% from the second quarter of 2014 to 24,772 kEUR.

 

    3D printing software sales increased 44.8% from the second quarter of 2014.

 

    Significant increases in S&M (up 3,464 kEUR from the second quarter of 2014) and R&D (up 808 kEUR from the second quarter of 2014).

Executive Chairman Peter Leys commented, “The consistent and focused execution of our strategy has led to yet another quarter of steady growth. In this year’s second quarter, overall revenue increased by 28.8%, while organic growth reached 22.6%. We believe the compelling value proposition Materialise offers customers through our unique combination of software and printing services is clearly demonstrated by the significant revenue growth we generated in both 3D printing software and industrial production, of 44.8% and 30%, respectively. Our medical business, which grew by 16.1 % overall but was essentially flat on an organic basis compared to last year’s period (-0.5%), made promising strategic strides during the quarter, signing new collaboration agreements for the use of our pre-operative planning and surgical guide platforms. In keeping with our strategy for the year, we continued to invest heavily in both sales and marketing initiatives and research and development efforts to advance our market leadership, drive top-line growth and bolster long-term profitability. On the strength of our diversified business model, we remain comfortable with the financial guidance we have provided for 2015.”

Second Quarter 2015 Results

Total revenue for the second quarter of 2015 increased by 28.8% to 24,772 kEUR compared to 19,238 kEUR for the second quarter of 2014, driven by continued strong gains in our 3D Printing Software segment and Industrial Production segments and double-digit growth in our Medical segment. Excluding revenue from OrthoView, which we acquired in October 2014, total revenue for the quarter increased 22.6%. Adjusted EBITDA decreased from 1,372 kEUR to a loss of 179 kEUR, reflecting ongoing investments. On a global basis, research and development (“R&D”) expenses increased by 808 kEUR to 17.6% of total revenue, and sales and marketing (“S&M”) expenses increased by 3,464 kEUR to 38.8% of total revenue. The Adjusted EBITDA margin in the second quarter was (0.7)% compared to 7.1% in the second quarter of last year.

Revenues from the 3D Printing Software segment, which offers proprietary software worldwide through programs that enable and enhance the functionality of 3D printers and 3D printing operations, increased by 44.8% to 6,078 kEUR for the second quarter of 2015 from 4,198 kEUR for the same quarter last year. Growth was fueled by our expanded product portfolio, which now includes our build processors, accelerated growth in revenue generated with original equipment manufacturers (“OEMs”) and a significant increase in new license sales across all regions, particularly in Asia. Segment EBITDA increased from 1,696 kEUR to 2,015 kEUR while the segment EBITDA margin declined to 33.2% from 40.4% in last year’s period due to significant increases in both S&M and R&D expenses, which, in line with the company’s announced strategy, collectively increased 71.3%.


 

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Revenues from the Medical segment, which offers both a medical software platform and a portfolio of medical devices and clinical engineering services, increased by 16.1% to 8,315 kEUR for the second quarter of 2015 compared to 7,163 kEUR for the same period in 2014. Excluding the impact of the OrthoView acquisition, organic revenue was essentially flat compared to the second quarter of 2014 (-0.5%). These results continue to reflect the maturation of the knee guide business. Sales of medical software increased 84.4% to 3,280 kEUR from 1,779 kEUR, mainly due to the inclusion of OrthoView license revenue. Organically (excluding OrthoView), revenue from medical software licenses increased 17.8%. Annual licenses now represent 49.3% of new license sales (excluding OrthoView) as compared to 23.1% in last year’s period. Revenues from the direct sale of guides and implants increased by 28.3% from the prior-year period and represented 13.3% of total medical revenues in the second quarter. Segment EBITDA decreased from 793 kEUR to a loss of (342) kEUR and the segment EBITDA margin fell to (4.1)% from 11.1% due to significant investments in S&M and R&D expenses, up 29.2% compared to the second quarter of 2014 and which included the company’s investments in metal printing and X-ray guide technology, among others.

Revenues from the Industrial Production segment, which primarily offers 3D printing services to industrial and commercial customers, increased 30.0% to 10,379 kEUR for the second quarter of 2015 from 7,986 kEUR for the second quarter of 2014. Growth in the quarter was in part driven by higher sales of end parts, which rose 40.3% in the second quarter of 2015 from the same period in the prior year. Segment EBITDA decreased to a loss of (147) kEUR from a gain of 500 kEUR and the segment EBITDA margin decreased to (1.4)% from 6.3% for the same quarter of the prior year. Excluding the company’s growth businesses, i.materialise and RapidFit, the segment EBITDA margin for the second quarter was 8.4% as compared to 13.9% the same quarter of the prior year.

Gross profit was 14,327 kEUR for the second quarter of 2015 compared to 11,703 kEUR for the second quarter of 2014. The gross profit margin decreased to 57.8% for the second quarter of 2015 from 60.8% for the second quarter of the prior year. This decrease was largely due to a substantial increase in depreciation expense associated with the company’s purchase of 19 new printers over the past four quarters.

R&D expenses increased by 22.7% to 4,371 kEUR for the second quarter of 2015 from 3,563 kEUR for the same period in the prior year, reflecting continued investment with a number of active projects in various stages of development, including in particular in the 3D Printing Software and Medical businesses. All of the company’s R&D spending was expensed and none was capitalized.

S&M and general and administrative expenses were 13,367 kEUR for the second quarter of 2015 compared to 9,152 kEUR for the second quarter of 2014, an increase of 46.1%. This 4,215 kEUR increase was partially related to the inclusion of OrthoView, and partially reflects the substantial increase in number of new employees in the sales and marketing organization of all three segments.

Other operating income increased by 1,173 kEUR to 2,462 kEUR in the second quarter of 2015 from 1,289 kEUR in the same period of the prior year. Other operating income consists of withholding tax exemptions for qualifying researchers, partial funding of R&D projects and foreign exchange gains on purchase and sales transactions.

Other operating expenses consist essentially of exchange losses on purchase and sales transactions.

Financial expenses increased significantly versus the same period in 2014 from 210 kEUR in the second quarter of 2014 to 1,286 kEUR in the second quarter of 2015 due to a foreign exchange loss on the portion of the company’s initial public offering proceeds held in U.S. dollars.


 

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Net loss for the second quarter of 2015 was (3,013) kEUR, compared to a net loss of (223) kEUR for the same period in the prior year. Total comprehensive loss for the second quarter of 2015, which reflects exchange differences on translation of foreign operations, was (2,850) kEUR compared to total comprehensive loss of (175) kEUR for the same period in the prior year.

At June 30, 2015, the company had cash and equivalents (including held-to-maturity investments) of 52,699 kEUR compared to 61,019 kEUR at December 31, 2014. Cash flow from operating activities in the second quarter of 2015 was 543 kEUR.

Net shareholders’ equity at June 30, 2015 was 82,360 kEUR, a decrease of 2,807 kEUR since December 31, 2014.

2015 Guidance

As detailed in prior quarterly press releases, in fiscal 2015 Materialise is investing heavily in a variety of R&D and S&M initiatives intended to strengthen the company’s market leadership and take advantage of high-growth opportunities in the rapidly evolving 3D printing market. Management continues to expect consolidated revenue for fiscal 2015 to be between 99,000 kEUR and 101,000 kEUR and consolidated Adjusted EBITDA to be between 4,000 kEUR and 5,000 kEUR.

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 non-recurring IPO related expenses 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 press release 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 press release were made at a rate of EUR 1.00 to USD 1.1189, the 12:00 noon ET buying rate of the Federal Reserve Bank of New York for the euro on June 30, 2015.

Webcast and Conference Call

Materialise will hold a conference call and simultaneous webcast to discuss its financial results for the second quarter of 2015 today, August 11, 2015, at 8:30a.m. ET/14:30 CET. Company participants on the call will include Wilfried Vancraen, Founder and Chief Executive Officer, Peter Leys, Executive Chairman, and Frederic Merckx, Chief Financial Officer. A question-and-answer session will follow management’s remarks.


 

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To access the conference call, please dial 844-469-2530 (U.S.) or 765-507-2679 (international), passcode #78920609. 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 replay of the conference call will be available via telephone beginning approximately one hour after the call ends through Wednesday, August 12, 2015. U.S. participants can access the replay by dialing 855-859-2056 and international participants can dial 404-537-3406. The access code for the replay is #78920609. A webcast of the conference call and slide presentation will be archived on the company’s website for one year.

About Materialise

With its headquarters in Leuven, Belgium, and branches worldwide, Materialise is a provider of Additive Manufacturing (AM) software solutions and sophisticated 3D printing services in a wide variety of industries, including healthcare, automotive, aerospace, art and design and consumer products. Materialise has been playing an active role in the field of AM since 1990, through its involvement in AM for industrial and medical applications, by providing biomedical and clinical solutions such as medical image processing and surgical simulations and by developing unique solutions for its customers’ prototyping, production, and medical needs.

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, current estimates of fiscal 2015 revenues and Adjusted EBITDA, investments in R&D and S&M initiatives, results of operations, cash needs, capital expenditures, expenses, financial condition, liquidity, prospects, growth and strategies, 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 annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2015. 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.


 

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Investor Contacts:

Harriet Fried/Jody Burfening

LHA

212-838-3777

hfried@lhai.com


 

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Materialise NV

Consolidated income statements (Unaudited)

 

           For the six months
ended June 30,
 
     For the three months ended June 30,    
     2015     2015     2014     2015     2014  
(In thousands, except EPS)    U.S. $     euros     euros     euros     euros  

Revenue

     27,717        24,772        19,238        48,120        37,931   

Cost of Sales

     (11,687     (10,445     (7,535     (20,326     (15,174
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     16,030        14,327        11,703        27,794        22,757   

Research and development expenses

     (4,891     (4,371     (3,563     (8,878     (6,742

Sales and marketing expenses

     (10,764     (9,620     (6,156     (18,835     (11,836

General and administrative expenses

     (4,193     (3,747     (2,996     (7,322     (5,712

Other operating income

     2,755        2,462        1,289        4,370        2,359   

Other operating expenses

     (1,105     (988     (226     (1,116     (338
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (Loss) Profit

     (2,168     (1,937     51        (3,987     488   

Financial expenses

     (1,439     (1,286     (210     (1,735     (409

Financial income

     389        348        34        2,269        67   

Share in loss of a joint venture

     (70     (63     —          (123     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (Loss) before taxes

     (3,288     (2,938     (125     (3,576     146   

Income Taxes (benefit)

     (84     (75     (98     (325     (287
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss)

     (3,372     (3,013     (223     (3,901     (141

Net profit (loss) attributable to:

          

The owners of the parent

     (3,372     (3,013     (170     (3,848     (55

Non-controlling interest

     —          —          (53     (53     (86

EPS attributable to the owners of the parent

          

Basic

     (0.07     (0.06     (0.01     (0.08     0.00   

Diluted

     (0.07     (0.06     (0.01     (0.08     0.00   

Weighted average basic shares outstanding

     47,227        47,227        41,072        47,199        39,116   

Weighted average fully diluted shares outstanding

     47,227        47,227        41,072        47,199        39,116   


 

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Consolidated statements of comprehensive income (Unaudited)

 

           For the six months
ended June 30,
 
     For the three months ended June 30,    
(In thousands)    2015     2015     2014     2015     2014  
   U.S. $     euros     euros     euros     euros  

Net profit (loss) for the year

     (3,372     (3,013     (223     (3,901     (141

Other comprehensive income

          

Exchange differences on translation of foreign operations

     182        163        48        1,476        8   

Other comprehensive income (loss), net of taxes

     182        163        48        1,476        8   

Total comprehensive income (loss) for the year, net of taxes

     (3,190     (2,850     (175     (2,425     (133

Total comprehensive income (loss) attributable to:

          

The owners of the parent

     (3,190     (2,850     (122     (2,372     (47

Non-controlling interest

     —          —          (53     (53     (86


 

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Materialise NV

Consolidated statements of financial position (Unaudited)

 

     As of
June 30,
     As of
December 31,
 
(in thousands of euros)    2015      2014  

Assets

     

Current assets

     

Inventory

     4,595         3,660   

Trade receivables

     19,917         18,370   

Other current assets

     3,745         3,540   

Held to maturity investments

     —           10,000   

Cash and cash equivalent

     52,699         51,019   
  

 

 

    

 

 

 

Total current assets

     80,956         86,589   

Non-current assets

     

Goodwill

     9,896         7,714   

Intangible assets

     8,369         7,727   

Property, plant & equipment

     34,966         30,212   

Investments in joint ventures

     796         419   

Deferred tax assets

     205         232   

Other financial assets

     361         328   

Total non-current assets

     54,593         46,632   
  

 

 

    

 

 

 

Total assets

     135,549         133,221   

Equity and liabilities

     

Current liabilities

     

Loans & borrowings

     3,383         5,499   

Trade Payables

     10,247         7,205   

Tax Payables

     178         128   

Deferred income

     14,500         11,652   

Other current liabilities

     8,873         8,657   
  

 

 

    

 

 

 

Total current liabilities

     37,181         33,141   

Non-current liabilities

     

Loans & borrowings

     13,358         11,848   

Deferred tax liabilities

     1,342         1,329   

Deferred income

     297         767   

Other non-current liabilities

     1,011         969   
  

 

 

    

 

 

 

Total non-current liabilities

     16,008         14,913   

Net equity

     

Share capital

     2,724         2,788   

Share premium

     77,704         76,650   

Consolidated reserves

     359         5,764   

Other comprehensive income (loss)

     1,573         97   

Equity attributable to the owners of the parent

     82,360         85,299   
  

 

 

    

 

 

 

Non-controlling interest

     —           (132
  

 

 

    

 

 

 

Total equity

     82,360         85,167   

Total equity and liabilities

     135,549         133,221   


 

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Materialise NV

Consolidated cash flow statements (Unaudited)

 

     For the six months ended  
(in thousands of euros)    2015     2014  

Operating activities

    

Net profit (loss) for the year

     (3,901     (141

Non-cash and operating adjustments

    

Depreciation of property, plant & equipment

     2,373        1,642   

Amortization of intangible assets

     678        333   

Share-based payment expense

     472        174   

Loss (gain) on disposal of property, plant & equipment

     (54     15   

Government grants

     —          (11

Movement in provisions and allowance for bad debt

     101        70   

Financial income

     (211     (67

Financial expense

     498        409   

Impact of foreign currencies

     (1,153     (62

Share of loss in a joint venture

     123        —     

Deferred tax expense (income)

     (81     130   

Income taxes

     406        157   

Other

     (4     —     

Working capital adjustments

    

Increase in trade receivables and other receivables

     (1,943     (854

Decrease (increase) in inventories

     (879     571   

Increase in trade payables and other payables

     5,274        2,892   

Income taxes paid

     (338     (30
  

 

 

   

 

 

 

Net cash flow from operating activities

     1,361        5,228   

Investing activities

    

Purchase of property, plant & equipment

     (3,558     (2,480

Purchase of intangible assets

     (674     (443

Proceeds from the sale of property, plant & equipment, net

     139        105   

Proceeds from the sale of intangibles

       (1

Acquisition of subsidiaries

     (1,602     (1,161

Investments in joint-ventures

     (500     (500

Investments in held to maturity investments

     —          (10,000

Proceeds from held to maturity investments

     10,000     

Interest received

     7        2   
  

 

 

   

 

 

 

Net cash flow used in investing activities

     3,812        (14,478

Financing activities

    

Proceeds from loans & borrowings and convertible debt

     319        1,625   

Repayment of loans & borrowings

     (3,410     (1,509

Repayment of finance leases

     (731     (464

Purchase of non-controlling interest

     (1,377     —     

Contribution unpaid capital non-controlling interest

     —          28   

Capital increase in parent company

     580        70,484   

Direct attributable expense capital increase

     —          (5,861

Interest paid

     (252     (245

Other financial income / (expense)

     14        218   
  

 

 

   

 

 

 

Net cash flow from financing activities

     (4,857     64,276   

Net increase of cash and cash equivalents

     316        55,026   

Cash and cash equivalents at beginning of year

     51,019        12,598   

Exchange rate differences on cash & cash equivalents

     1,364        (193
  

 

 

   

 

 

 

Cash & cash equivalents at end of year

     52,699        67,431   


 

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Materialise NV

Segment P&L (Unaudited)

 

(In thousands of euros, except percentages)    3D Printing
Software
    Medical     Industrial
Production
    Total
Segments
    Adjustments &
Eliminations
    Consolidated  

For the three month period ended June 30, 2015

            

Revenues

     6,078        8,315        10,379        24,772        —          24,772   

Segment EBITDA

     2,015        (342     (147     1,526        (1,957     (431

Segment EBITDA %

     33.2     (4.1 %)      (1.4 )%      6.2       (1.7 %) 

For the three month period ended June 30, 2014

            

Revenues

     4,198        7,163        7,986        19,347        (109     19,238   

Segment EBITDA

     1,696        793        500        2,989        (1,924     1,065   

Segment EBITDA %

     40.4     11.1     6.3     15.5       5.5

 

(In thousands of euros, except percentages)    3D Printing
Software
    Medical     Industrial
Production
    Total
Segments
    Adjustments &
Eliminations
    Consolidated  

For the six month period ended June 30, 2015

            

Revenues

     12,194        16,163        19,763        48,120        —          48,120   

Segment EBITDA

     4,230        (1,088     (187     2,955        (3,894     (939

Segment EBITDA %

     34.7     (6.7 %)      (0.9 %)      6.1       (2.0 %) 

For the six month period ended June 30, 2014

            

Revenues

     8,233        14,131        15,469        37,834        98        37,931   

Segment EBITDA

     3,404        1,740        429        5,572        (3,109     2,463   

Segment EBITDA %

     41.3     12.3     2.8     14.7       6.5

Reconciliation of Net Profit/(Loss) to EBITDA and Adjusted EBITDA (Unaudited)

 

     For the three months
ended June 30
    For the six months
ended June 30
 
(in thousands of euros)    2015     2014     2015     2014  

Net (loss)/profit

     (3,013     (223     (3,901     (141

Income taxes

     75        98        325        287   

Financial expenses

     1,286        210        1,735        409   

Financial income

     (348     (34     (2,269     (67

Share in loss of a joint venture

     63        0        123        0   

Depreciation & amortization

     1,506        1,014        3,048        1,975   

EBITDA

     (431     1,065        (939     2,463   

Non-recurring IPO Expenses (1)

     0        182        0        182   

Non-cash stock-based compensation expenses (2)

     252        125        472        125   

Adjusted EBITDA

     (179     1,372        (467     2,770   

 

(1) Non-recurring IPO expenses represent fees and costs incurred in connection with the company’s initial public offering.
(2) Non-cash stock-based compensation expenses represent the cost of equity-settled and cash-settled share-based payments to employees.