Report of Foreign Issuer (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 March 2018

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).

Fourth Quarter 2017 Financial Results

Except as otherwise required by the context, references to “Materialise,” “Company,” “we,” “us” and “our” are to Materialise NV and its subsidiaries.

ACTech Acquistion

On October 4, 2017, we acquired ACTech, a full-service manufacturer of complex metal parts. As described in more detail below, the acquistion increased the scope of our Materialise Manufacturing segment’s operations and had a significant impact on our results of operations for the fourth quarter of 2017 as well as the year ended December 31, 2017, resulting in increases to our revenues and operating expenses, among other items.

Fourth Quarter 2017 Results

Total revenue for the fourth quarter of 2017 increased 42.1% to 44,733 kEUR compared to 31,477 kEUR for the fourth quarter of 2016. Excluding the impact of the ACTech acquisition, revenue increased 10.5% to 34,768 kEUR. Total deferred revenue from annual software sales and maintenance contracts amounted to 18,723 kEUR at the end of the fourth quarter of 2017 compared 16,799 kEUR at the end of the fourth quarter of 2016.

Revenue from our Materialise Software segment increased 29.6% to 10,468 kEUR for the fourth quarter of 2017 from 8,078 kEUR for the same quarter last year, boosted by original equipment manufacturer (“OEM”) sales growth of 46.7%.

Revenue from our Materialise Medical segment increased 17.7% to 11,842 kEUR for the fourth quarter of 2017 compared to 10,061 kEUR for the same period in 2016. Compared to the same quarter in 2016, revenues from our medical software grew 9.9%, and revenues from medical devices and services grew 22.9%.

Revenue from our Materialise Manufacturing segment increased 68.0% to 22,394 kEUR for the fourth quarter of 2017 from 13,326 kEUR for the fourth quarter of 2016. In particular, ACTech contributed revenue of 9,965 kEUR. Excluding the impact of the ACTech acquisition, revenue decreased 6.7% to 12,429 kEUR.

Gross profit was 24,048 kEUR, or 53.8% of total revenue, for the fourth quarter of 2017. Excluding the impact of the ACTech acquisition, gross profit was 21,421 kEUR, or 61.6% of total revenue, compared to 18,619 kEUR, or 59.2% of total revenue, for the fourth quarter of 2016.

Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased, in the aggregate, 32.8% to 24,553 kEUR for the fourth quarter of 2017 from 18,483 kEUR for the fourth quarter of 2016. Excluding the impact of the ACTech acquisition, operating expenses increased, in the aggregate, 19.1% to 22,017 kEUR. R&D expenses increased from 4,161 kEUR to 5,535 kEUR while S&M expenses increased from 9,506 kEUR to 9,711 kEUR, and G&A expenses increased from 4,816 kEUR to 6,771 kEUR, primarily representing non-recurring expenses, including 343 kEUR related to the acquisition of ACTech.

Net other operating income increased by 192 kEUR to 1,971 kEUR compared to 1,779 kEUR for the fourth quarter of 2016. Excluding the impact of the ACTech acquisition, net other operating income decreased by 193 kEUR. Net other operating income consists primarily of withholding tax exemptions for qualifying researchers, development grants, partial funding of R&D projects and currency exchange results on purchase and sales transactions.

Operating result decreased to 1,466 kEUR from 1,915 kEUR for the same period in the prior year. Excluding the impact of the ACTech acquisition, operating result amounted to 990 kEUR. This decrease was the result of the 19.1% increase in operating expenses, which was offset in part by the 15.0% increase in gross profit. The operating result was also negatively affected by depreciation expenses, which increased to 4,488 kEUR (2,894 kEUR excluding the impact of the ACTech acquisition) from 2,280 kEUR for the fourth quarter of 2016, and by 343 kEUR of expenses related to the acquisition of ACTech.

Net financial result was (356) kEUR compared to 253 kEUR for the prior-year period. The financial result included (269) kEUR net financial expenses related to ACTech. Excluding the impact of the ACTech acquistion, the variances primarily reflected increases in interest expense on the Company’s financial debt and variances in the currency exchange rates, primarily on the portion of the Company’s IPO proceeds held in U.S. dollars versus the euro.

Net profit for the fourth quarter of 2017 was 1,528 kEUR (1,253 kEUR excluding the impact of the ACTech acquisition) compared to net profit of 620 kEUR for the same period in 2016. The decrease in operating profit of 449 kEUR was offset by an increase of 777 kEUR in the Company’s share in the result of a joint venture, and an increase of 1,189 kEUR in income tax. Total comprehensive income for the fourth quarter of 2017, which includes exchange differences on translation of foreign operations, was 1,319 kEUR compared to 685 kEUR for the same period in 2016.

Adjusted EBITDA (a non-IFRS financial measure defined below), which in the fourth quarter of 2017 excluded 343 kEUR of expenses related to the ACTech acquisition, increased to 6,334 kEUR from 4,455 kEUR, primarily as a result of the revenue contributed by ACTech. Excluding the impact of the ACTech acquisition, Adjusted EBITDA decreased slightly to 4,263 kEUR. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) in the fourth quarter of 2017 was 14.2% (12.3% excluding the impact of the ACTech acquisition) compared to 14.2% in the fourth quarter of 2016.

Our Materialise Software segment EBITDA increased to 4,619 kEUR from 2,949 kEUR while the segment EBITDA margin (the segment’s EBITDA divided by the segment’s revenue) was 44.1% compared to 36.5% in the prior-year period.

Our Materialise Medical segment EBITDA was 2,158 kEUR compared to 656 kEUR while the segment EBITDA margin increased to 18.2% from 6.5 % in the fourth quarter of 2016.

Our Materialise Manufacturing segment EBITDA increased to 1,905 kEUR from 1,438 kEUR while the segment EBITDA margin decreased to 8.5% from 10.8% for the same quarter in 2016. In particular, ACTech contributed segment EBITDA of 2,071 kEUR and segment EBITDA margin of 20.8%. Excluding the impact of the ACTech acquisition, segment EBITDA decreased to (166) kEUR.

At December 31, 2017, we had cash and equivalents of 43,175 kEUR compared to 55,912 kEUR at December 31, 2016. Cash flow from operating activities in the fourth quarter of 2017 was 7,368 kEUR compared to 4,180 kEUR in the same period in 2016.

Net shareholders’ equity at December 31, 2017 was 77,515 kEUR compared to 79,033 kEUR at December 31, 2016.

Full Year 2017 Results

Total revenues for the year ended December 31, 2017 increased 24.5% to 142,573 kEUR compared to 114,477 kEUR for the year ended December 31, 2016. Excluding the impact of the ACTech acquistion, revenues increased 15.8% to 132,608 kEUR. This increase was primarily the result of the combination of a 24.5% revenue growth (of which 8.7% was from ACTech), a 17.7% improvement in gross profit (of which 3.9% was from ACTech) and an increase of 14.5% (of which 3.4% was from ACTech) in operational costs in R&D, S&M and G&A, and a decrease in net other operating income of 581 kEUR.

Revenues from our Materialise Software segment increased 18.8% to 35,770 kEUR for the year ended December 31, 2017 compared to 30,122 kEUR for the year ended December 31, 2016. This growth was driven by a 23.8% increase in OEM sales and 15.1% increase in recurrent revenues from annual and renewed licenses and maintenance fees.

Revenues from our Materialise Medical segment grew by 13.0% for the year ended December 31, 2017 to 42,841 kEUR from 37,910 kEUR for the year ended December 31, 2016. Medical software growth was 16.5%, and revenues from medical devices and services increased 11.1%.

Revenues from our Materialise Manufacturing segment increased 37.3% to 63,712 kEUR (15.8% to 53,747 kEUR excluding the impact of the ACTech acquisition) for the year ended December 31, 2017 from 46,406 kEUR for the year ended December 31, 2016. Revenue from end parts increased by 34.4%.

Net loss improved from (3,019) kEUR for 2016 to a net loss of (1,656) kEUR for 2017.

Adjusted EBITDA for the year ended December 31, 2017 was 15,138 kEUR, an increase of 60.1% compared to 9,458 kEUR for the year ended December 31, 2016 (an increase of 38.2% to 13,067 kEUR excluding the impact of the ACTech acquisition). The Adjusted EBITDA margin increased to 10.6% (9.9% excluding the impact of the ACTech acquisition) for the year ended December 31, 2017 from 8.3% for the year ended December 31, 2016.

Our Materialise Software segment EBITDA margin was 38.9% in 2017, compared to 33.6% in 2016.

Our Materialise Medical segment EBITDA margin increased to 10.3% from 2.4%, primarily as a result of the combination of revenue growth and limited increases in operating expenses, as well as increased other operating income.

Our Materialise Manufacturing segment EBITDA margin decreased from 8.3% in 2016 to 7.8% in 2017. Excluding the impact of the ACTech acquisition, the segment EBITDA margin decreased to 5.4%, primarily as a result of the lower gross margin and the increase in operating expenses.

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 1.1993, the reference rate of the European Central Bank on December 31, 2017.

About Materialise

Materialise incorporates more than 25 years of 3D printing experience into a range of software solutions and 3D printing services, which Materialise seeks to 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. For additional information, please visit: www.materialise.com.

Consolidated income statements (Unaudited)


	For the three months ended December 31									For the twelve months ended December 31
(in thousands, except per share amounts)	2017			2017			2016			2017			2016
	U.S.$			€			€			€			€
Revenue		53,648			44,733			31,477			142,573			114,477
Cost of sales		(24,808	)		(20,685	)		(12,858	)		(62,787	)		(46,706	)
Gross profit		28,840			24,048			18,619			79,786			67,771
Gross profit as % of revenue		53.8	%		53.8	%		59.2	%		56.0	%		59.2	%
Research and development expenses		(6,638	)		(5,535	)		(4,161	)		(19,959	)		(17,682	)
Sales and marketing expenses		(12,879	)		(10,739	)		(9,506	)		(39,109	)		(36,153	)
General and administrative expenses		(9,929	)		(8,279	)		(4,816	)		(25,484	)		(20,041	)
Net other operating income (expenses)		2,364			1,971			1,779			5,631			6,212
Operating (loss) profit		1,758			1,466			1,915			865			107
Financial expenses		(1,720	)		(1,434	)		(749	)		(4,728	)		(2,437	)
Financial income		1,293			1,078			1,002			3,210			2,039
Share in loss of joint venture		152			127			(650	)		(469	)		(1,018	)
(Loss) profit before taxes		1,483			1,237			1,518			(1,122	)		(1,309	)
Income taxes		349			291			(898	)		(534	)		(1,710	)
Net (loss) profit of the period		1,832			1,528			620			(1,656	)		(3,019	)
Net (loss) profit attributable to:
The owners of the parent		1,832			1,528			620			(1,656	)		(3,019	)
Non-controlling interest		—			—			—			—			—
Earnings per share attributable to the owners of the parent
Basic		0.04			0.03			0.01			(0.03	)		(0.06	)
Diluted		0.04			0.03			0.01			(0.03	)		(0.06	)
Weighted average basic shares outstanding		47,325			47,325			47,325			47,325			47,325
Weighted average diluted shares outstanding		48,467			48,467			47,325			47,325			47,325

Consolidated statements of comprehensive income (Unaudited)


	For the three months ended December 31								For the twelve months ended December 31
(in thousands)	2017			2017			2016		2017			2016
	U.S.$			€			€		€			€
Net profit (loss) for the period		1,832			1,528			620		(1,656	)		(3,019	)
Other comprehensive income
Exchange difference on translation of foreign operations		(252	)		(210	)		65		(691	)		(1,833	)
Other comprehensive income (loss), net of taxes		(252	)		(210	)		65		(691	)		(1,833	)
Total comprehensive income (loss) for the year, net of taxes		1,580			1,319			685		(2,347	)		(4,852	)
Total comprehensive income (loss) attributable to:
The owners of the parent		1,580			1,319			685		(2,347	)		(4,852	)
Non-controlling interest		—			—			—		—			—

Consolidated statements of financial position (Unaudited)


	As of December 31
(in thousands)	2017		2016
	€		€
Assets
Non-current assets
Goodwill		18,447		8,860
Intangible assets		28,646		9,765
Property, plant & equipment		86,881		45,063
Investments in joint ventures		31		—
Deferred tax assets		304		336
Other non-current assets		3,667		2,154
Total non-current assets		137,976		66,178
Current assets
Inventories and contracts in progress		11,594		7,870
Trade receivables		35,582		27,479
Other current assets		9,212		4,481
Cash and cash equivalents		43,175		55,912
Total current assets		99,563		95,742
Total assets		237,539		161,920


	As of December 31
(in thousands)	2017			2016
	€			€
Equity and liabilities
Equity
Share capital		2,729			2,729
Share premium		79,839			79,019
Consolidated reserves		(3,250	)		(1,603	)
Other comprehensive income		(1,803	)		(1,112	)
Equity attributable to the owners of the parent		77,515			79,033
Non-controlling interest		—			—
Total equity		77,515			79,033
Non-current liabilities
Loans & borrowings		81,788			28,267
Deferred tax liabilities		7,006			1,325
Deferred income		5,040			3,588
Other non-current liabilities		1,904			1,873
Total non-current liabilities		95,738			35,053
Current liabilities
Loans & borrowings		12,769			5,539
Trade payables		15,670			13,400
Tax payables		3,560			926
Deferred income		18,791			17,822
Other current liabilities		13,496			10,147
Total current liabilities		64,286			47,834
Total equity and liabilities		237,539			161,920

Consolidated statements of cash flows (Unaudited)


	For the twelve months ended December 31
(in thousands)	2017			2016
	€			€
Operating activities
Net (loss) profit of the period		(1,656	)		(3,019	)
Non-cash and operational adjustments
Depreciation of property, plant & equipment		8,630			6,420
Amortization of intangible assets		4,001			1,954
Share-based payment expense		1,033			977
Loss (gain) on disposal of property, plant & equipment		25			(149	)
Fair value contingent liabilities		—			(455	)
Movement in provisions		61			18
Movement reserve for bad debt		502			77
Financial income		(381	)		(172	)
Financial expense		1,597			983
Impact of foreign currencies		302			(400	)
Share in loss of a joint venture (equity method)		469			1,018
(Deferred) Income taxes		534			1,712
Other		(22	)		(78	)
Working capital adjustment & income tax paid
Increase in trade receivables and other receivables		(6,510	)		(6,465	)
Decrease (increase) in inventories		(984	)		(2,482	)
Increase in trade payables and other payables		3,854			9,086
Income tax paid		(1,569	)		(530	)
Net cash flow from operating activities		(9,886	)		8,495


	For the twelve months ended December 31
(in thousands)	2017			2016
	€			€
Investing activities
Purchase of property, plant & equipment		(27,668	)		(12,237	)
Purchase of intangible assets		(4,345	)		(2,342	)
Proceeds from the sale of property, plant & equipment & intangible assets (net)		221			1,928
Acquisition of subsidiary		(27,173	)		—
Investments in joint-ventures		(500	)		—
Interest received		281			11
Net cash flow used in investing activities		(59,184	)		(12,640	)
Financing activities
Proceeds from loans & borrowings		54,319			14,669
Repayment of loans & borrowings		(11,904	)		(2,796	)
Repayment of finance leases		(2,947	)		(1,898	)
Interest paid		(955	)		(630	)
Other financial income (expense)		(472	)		(79	)
Net cash flow from (used in) financing activities		38,041			9,266
Net increase of cash & cash equivalents		(11,257	)		5,121
Cash & cash equivalents at beginning of the year		55,912			50,726
Exchange rate differences on cash & cash equivalents		(1,480	)		65
Cash & cash equivalents at end of the year		43,175			55,912

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


	For the three months ended December 31						For the twelve months ended December 31
(in thousands)	2017			2016			2017			2016
	€			€			€			€
Net profit (loss) for the period		1,528			620			(1,656	)		(3,019	)
Income taxes		(291	)		898			534			1,710
Financial expenses		1,434			749			4,728			2,437
Financial income		(1,078	)		(1,002	)		(3,210	)		(2,039	)
Share in loss of joint venture		(127	)		650			469			1,018
Depreciation and amortization		4,489			2,280			12,631			8,374
EBITDA		5,955			4,195			13,496			8,481
Non-cash stock-based compensation expense (1)		36			260			1,033			977
Acquisition-related expenses of business combinations		343			—			609			—
ADJUSTED EBITDA		6,334			4,455			15,138			9,458

(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 thousands)	Materialise Software			Materialise Medical			Materialise Manufacturing			Total segments			Unallocated			Consolidated
	€			€			€			€			€			€
For the three months ended December 31, 2017
Revenues		10,468			11,842			22,394			44,704			29			44,733
Segment EBITDA		4,619			2,158			1,905			8,682			(2,727	)		5,955
Segment EBITDA %		44.1	%		18.2	%		8.5	%		19.4	%					13.3	%
For the three months ended December 31, 2016
Revenues		8,078			10,061			13,326			31,465			12			31,477
Segment EBITDA		2,949			656			1,438			5,043			(848	)		4,195
Segment EBITDA %		36.5	%		6.5	%		10.8	%		16.0	%					13.3	%


(in thousands)	Materialise Software			Materialise Medical			Materialise Manufacturing			Total segments			Unallocated			Consolidated
	€			€			€			€			€			€
For the twelve months ended December 31, 2017
Revenues		35,770			42,841			63,712			142,323			250			142,573
Segment EBITDA		13,926			4,400			4,967			23,293			(9,797	)		13,496
Segment EBITDA %		38.9	%		10.3	%		7.8	%		16.4	%					9.5	%
For the twelve months ended December 31, 2016
Revenues		30,122			37,910			46,406			114,438			39			114,477
Segment EBITDA		10,130			894			3,848			14,872			(6,391	)		8,481
Segment EBITDA %		33.6	%		2.4	%		8.3	%		13.0	%					7.4	%

Reconciliation of Net Profit (Loss) to Segment EBITDA (Unaudited)


	For the three months ended December 31						For the twelve months ended December 31
(in thousands)	2017			2016			2017			2016
	€			€			€			€
Net profit (loss) for the period		1,528			620			(1,656	)		(3,019	)
Income taxes		(291	)		898			534			1,710
Finance cost		1,434			749			4,728			2,437
Finance income		(1,078	)		(1,002	)		(3,210	)		(2,039	)
Share in loss of joint venture		(127	)		650			469			1,018
Operating profit		1,466			1,915			865			107
Depreciation and amortization		4,489			2,280			12,631			8,374
Corporate research and development		490			472			2,017			1,673
Corporate headquarter costs		2,706			1,781			9,690			8,646
Other operating income (expense)		(469	)		(1,405	)		(1,910	)		(3,928	)
Segment EBITDA		8,682			5,043			23,293			14,872

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.