SCHMID Group N.V. (SHMD) - Form 20-F Summary
Business Context and Reporting Period
Company: SCHMID Group N.V.
Reporting Period: Fiscal Year Ended December 31, 2025
Business Overview: A global supplier of high-tech equipment, software, and services for printed circuit board (PCB), substrate manufacturing, photovoltaics, and glass applications. The company focuses on advanced technologies such as Embedded Traces (ET) and glass substrates.
Corporate Status: The company is a Dutch public limited liability company (N.V.) with its principal executive offices in Freudenstadt, Germany. It became a public company via a de-SPAC transaction with Pegasus Digital Mobility Acquisition Corp. in April 2024.
Key Financial Metrics (Year Ended Dec 31, 2025)
| Metric | 2025 (€ thousands) | 2024 (€ thousands) |
|---|---|---|
| Revenue | 66,945 | 60,836 |
| Gross Profit | 16,017 | 12,044 |
| Gross Margin | 24.0% | 19.8% |
| Operating Profit (Loss) | 1,443 | (81,772) |
| Net Income (Loss) | (71,100) | (84,104) |
| Adjusted EBITDA | 6,267 | (74,457) |
| Cash and Cash Equivalents | 1,574 | 3,791 |
| Total Debt (Current + Non-Current) | 53,556 | 77,433 |
Note: 2024 Operating Loss included a one-time €71.6 million share listing expense related to the de-SPAC transaction. 2025 Adjusted EBITDA includes a €5.0 million non-cash loan waiver gain; excluding this, Adjusted EBITDA was €1.3 million.
Material Changes vs. Prior Period
- Revenue Growth: Revenue increased 10% to €66.9 million, driven by a rebound in machine sales (€54.4 million) in the second half of the year following weak order intake in the first half due to global trade frictions.
- Profitability: Operating profit turned positive (€1.4 million) compared to a significant loss in 2024, primarily due to the absence of the one-time de-SPAC listing expense and improved gross margins.
- Financial Result: Net financial expenses surged to €72.2 million (from €3.8 million in 2024). This increase was driven by fair value changes in warrant liabilities and significant losses recognized on the modification and settlement of financial liabilities (specifically the XJ Harbour debt-for-equity swap).
- Geographic Mix: Revenue from Greater China increased significantly to €25.7 million (38% of total), while revenue from the USA and EMEA (excluding Germany) declined.
Guidance, Outlook, and Risks
2026 Guidance:
- Revenue: Expected to exceed €100 million.
- Adjusted EBITDA Margin: Expected to significantly exceed 12%.
- Order Intake: Projected at approximately €114 million.
Management Commentary:
- Management expects strong order intake driven by AI server boards, advanced packaging, and the adoption of ET technology.
- A "Sprint" cost-saving program is underway, targeting over €4 million in annual savings.
- Liquidity has been strengthened through post-year-end financing, including a $30 million convertible note and a $30 million Standby Equity Purchase Agreement (SEPA).
Key Risks and Contingencies:
- Liquidity & Going Concern: The company faced significant liquidity constraints in 2025. While management asserts the going concern basis is appropriate due to post-year-end financing, the company remains sensitive to market conditions and order timing.
- Internal Controls: The company identified two material weaknesses in internal controls over financial reporting (IFRS/SEC expertise and IT general controls) for 2025, which were also present in 2024. These contributed to a delay in filing the 2024 20-F, resulting in NASDAQ delinquency notices (resolved in Feb 2026).
- Legal Proceedings: Pending litigation with Validus Broker Dealer regarding a $2.35 million promissory note and a dispute with Beyond Force Company Limited in China.
- Geopolitical & Supply Chain: Exposure to trade tensions, tariffs, and supply chain disruptions, particularly in China and the Middle East.
Investor Verification Checklist
- Debt Restructuring Impact: Verify the final accounting treatment and remaining obligations related to the XJ Harbour debt-for-equity swap and the €30.8 million shareholder debt set-off agreements signed in 2026.
- Convertible Note Conversions: Monitor the conversion rate of the $30 million Linden Advisors convertible notes and the resulting dilution to existing shareholders.
- Internal Control Remediation: Review progress on remediation of the two material weaknesses in internal controls to ensure timely future reporting and avoid further NASDAQ compliance issues.
- Order Backlog Realization: Confirm the conversion of the €50.9 million order backlog (as of Dec 31, 2025) into recognized revenue in 2026.
- Shareholder Dilution: Assess the impact of the SEPA facility and potential future share issuances related to debt set-offs on per-share value.