Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 July 2023

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 ¨

This Form 6-K is incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-213649).

Second Quarter 2023 Financial Results

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

Second Quarter 2023 Results

Total revenue for the second quarter of 2023 increased 11.6% to 64,810 kEUR from 58,070 kEUR for the second quarter of 2022.

Revenue from our Materialise Software segment increased 3.6% to 11,030 kEUR for the second quarter of 2023 from 10,642 kEUR for the same quarter last year.

Revenue from our Materialise Medical segment increased 19.6% to 24,945 kEUR for the second quarter of 2023 compared to 20,855 kEUR for the same period in 2022.

Revenue from our Materialise Manufacturing segment increased 8.5% to 28,835 kEUR for the second quarter of 2023 from 26,574 kEUR for the second quarter of 2022.

Gross profit was 37,047 kEUR for the second quarter of 2023 compared to 32,030 kEUR for the same period last year, while gross profit as a percentage of revenue increased to 57.2% compared to 55.2% for the second quarter of 2022.

Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses decreased in the aggregate by 1.3% to 33,176 kEUR for the second quarter of 2023 from 33,613 kEUR for the second quarter of 2022, with disciplined cost containment in S&M and G&A fully offsetting the increased costs of our continued R&D efforts.

Net other operating income, which includes the negative impact from the adverse arbitration award, was (4,468) kEUR compared to 498 kEUR for the second quarter of 2022.

Operating result amounted to (597) kEUR compared to (1,084) kEUR for the second quarter of 2022.

Net financial result was 635 kEUR compared to 2,580 kEUR for the second quarter of 2022.

The second quarter of 2023 contained income tax expenses of (532) kEUR, compared to (600) kEUR in the second quarter of 2022.

As a result of the above, net result for the second quarter of 2023 was (494) kEUR, compared to 896 kEUR for the same period in 2022. Total comprehensive income for the second quarter of 2023, which includes exchange differences on translation of foreign operations, was 140 kEUR compared to 771 kEUR for the corresponding 2022 period.

At June 30, 2023, after payment of the 5,189 kEUR arbitration award, we had cash and cash equivalents of 136,285 kEUR compared to 140,867 kEUR at December 31, 2022. Gross debt amounted to 72,412 kEUR, compared to 80,980 kEUR at December 31, 2022. As a result, our net cash position (cash and cash equivalents less gross debt) was 63,873 kEUR, an increase of 3,986 kEUR compared to December 31, 2022

Cash flow from operating activities for the second quarter of the year 2023 was 775 kEUR compared to 8,636 kEUR for the same period in 2022. Total capital expenditures for the second quarter of 2023 amounted to 2,119 kEUR.

Net shareholders’ equity at June 30, 2023 was 233,393 kEUR compared to 228,928 kEUR at December 31, 2022.

Adjusted EBITDA amounted to 4,755 kEUR for the second quarter of 2023 compared to 4,240 kEUR for the corresponding 2022 period. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the second quarter of 2023 was 7.3%, equal to the second quarter of 2022. Excluding the (5,189) kEUR negative impact resulting from the unexpected adverse resolution of an arbitration proceeding, our Adjusted EBITDA margin for the quarter would have been 15.3%.

Adjusted EBITDA from our Materialise Software segment increased to 1,973 kEUR from 821 kEUR while the segment Adjusted EBITDA margin (segment Adjusted EBITDA divided by segment revenue) was 17.9% compared to 7.7% for the corresponding prior-year period.

Adjusted EBITDA from our Materialise Medical segment amounted to 2,683 kEUR for the second quarter of 2023 compared to 4,474 kEUR while the segment Adjusted EBITDA margin was 10.8% compared to 21.5% for the second quarter of 2022. Adjusted EBITDA from our Materialise Medical segment for the second quarter of 2023 includes the (5,189) kEUR negative effect from an arbitration award granted against us in our previously disclosed indemnification dispute with Zimmer Biomet related to certain joint replacement devices. Excluding the (5,189) kEUR negative impact, the Adjusted EBITDA from our Materialise Medical segment for the quarter would have been 31.6%.

Adjusted EBITDA from our Materialise Manufacturing segment amounted to 2,708 kEUR compared to 1,581 kEUR for the same period last year, while the segment Adjusted EBITDA margin was 9.4% compared to 5.9% for the second quarter of 2022.

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 1.0866, the reference rate of the European Central Bank on June 30, 2023.

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 months ended June 30,									for the six months ended June 30,
In '000	2023			2023			2022			2023			2022
	U.S.$			€			€			€			€
Revenue		70,423			64,810			58,070			130,702			111,032
Cost of Sales		(30,168	)		(27,764	)		(26,040	)		(56,814	)		(50,118	)
Gross Profit		40,255			37,047			32,030			73,888			60,914
Gross profit as % of revenue		57.2	%		57.2	%		55.2	%		56.5	%		54.9	%

Research and development expenses		(10,311	)		(9,489	)		(8,955	)		(18,506	)		(16,770	)
Sales and marketing expenses		(15,385	)		(14,159	)		(14,954	)		(28,459	)		(28,469	)
General and administrative expenses		(10,353	)		(9,528	)		(9,704	)		(18,573	)		(18,148	)
Net other operating income (expenses)		(4,855	)		(4,468	)		498			(3,948	)		1,436
Operating (loss) profit		(649	)		(597	)		(1,084	)		4,402			(1,036	)

Financial expenses		(728	)		(670	)		(1,320	)		(2,045	)		(2,561	)
Financial income		1,419			1,305			3,901			2,114			5,517
Share in loss of joint venture		-			-			-			-			-
(Loss) profit before taxes		42			38			1,496			4,471			1,921

Income Taxes		(578	)		(532	)		(600	)		(1,249	)		(898	)
Net (loss) profit for the period		(536	)		(494	)		896			3,221			1,023
Net (loss) profit attributable to:		-
The owners of the parent		(530	)		(488	)		903			3,234			1,036
Non-controlling interest		(7	)		(6	)		(7	)		(13	)		(13	)

Earning per share attributable to owners of the parent
Basic		(0.01	)		(0.01	)		0.02			0.05			0.02
Diluted		(0.01	)		(0.01	)		0.02			0.05			0.02

Weighted average basic shares outstanding		59,067			59,067			59,064			59,067			59,064
Weighted average diluted shares outstanding		59,067			59,067			59,095			59,070			59,100

Consolidated statements of comprehensive income (Unaudited)

	for the three months ended June 30,									for the six months ended June 30,
In 000€	2023			2023			2022			2023			2022
	U.S.$			€			€			€			€
Net profit (loss) for the period		(536	)		(494	)		896			3,221			1,023
Other comprehensive income
Recycling
Exchange difference on translation of foreign operations		689			634			(125	)		1,242			1,291
Non-recycling
Fair value adjustments through OCI - Equity instruments		-			-			-			-			-
Other comprehensive income (loss), net of taxes		689			634			(125	)		1,242			1,291
Total comprehensive income (loss) for the year, net of taxes		152			140			771			4,463			2,314
Total comprehensive income (loss) attributable to:
The owners of the parent		157			144			778			4,473			2,327
Non-controlling interests		(4	)		(4	)		(7	)		(10	)		(13	)

Consolidated statement of financial position (Unaudited)

	As of June 30,		As of December 31,
In 000€	2023		2022
Assets
Non-current assets
Goodwill		44,345		44,155
Intangible assets		35,780		37,875
Property, plant & equipment		94,599		94,276
Right-of-Use assets		8,277		8,420
Investments in joint ventures		-		-
Deferred tax assets		1,251		1,186
Investments in convertible loans		3,618		3,494
Investments in non-listed equity instruments		307		307
Other non-current assets		4,997		5,136
Total non-current assets		193,173		194,847
Current assets
Inventories		16,007		16,081
Trade receivables		45,859		51,043
Other current assets		8,935		8,424
Cash and cash equivalents		136,285		140,867
Total current assets		207,085		216,414
Total assets		400,259		411,262

	As of June 30,			As of December 31,
In 000€	2023			2022
Equity and liabilities
Equity
Share capital		4,487			4,487
Share premium		233,895			233,895
Retained earnings and other reserves		(4,951	)		(9,427	)
Equity attributable to the owners of the parent		233,431			228,955
Non-controlling interest		(38	)		(28	)
Total equity		233,393			228,928
Non-current liabilities
Loans & borrowings		49,823			55,873
Lease liabilities		5,123			5,147
Deferred tax liabilities		3,947			4,312
Deferred income		8,633			9,277
Other non-current liabilities		1,006			1,611
Total non-current liabilities		68,532			76,220
Current liabilities
Loans & borrowings		14,631			17,058
Lease liabilities		2,835			2,902
Trade payables		22,790			23,230
Tax payables		2,129			1,246
Deferred income		40,579			41,721
Other current liabilities		15,370			19,957
Total current liabilities		98,334			106,114
Total equity and liabilities		400,259			411,262

Consolidated statement of cash flows (Unaudited)

	for the six months ended June 30,
In 000€	2023			2022
Operating activities
Net (loss) profit for the period		3,221			1,023
Non-cash and operational adjustments
Depreciation of property plant & equipment		7,364			7,630
Amortization of intangible assets		3,334			3,186
Impairment of goodwill and intangible assets		-			-
Share-based payment expense		-			(97	)
Loss (gain) on disposal of intangible assets and property, plant & equipment		(106	)		31
Movement in provisions		(591	)		5
Movement reserve for bad debt and slow moving inventory		272			136
Financial income		(2,095	)		(5,509	)
Financial expense		2,055			2,564
Impact of foreign currencies		(84	)		(61	)
(Deferred) income taxes		1,254			885
Working capital adjustments		(3,336	)		10,154
Decrease (increase) in trade receivables and other receivables		4,269			1,450
Decrease (increase) in inventories and contracts in progress		81			(2,839	)
Increase (decrease) in deferred revenue		(1,772	)		3,658
Increase (decrease) in trade payables and other payables		(5,914	)		7,884
Income tax paid & Interest received		531			(201	)
Net cash flow from operating activities		11,819			19,747

	for the six months ended June 30,
In 000€	2023			2022
Investing activities
Purchase of property, plant & equipment		(4,333	)		(7,494	)
Purchase of intangible assets		(1,056	)		(2,553	)
Proceeds from the sale of property, plant & equipment & intangible assets (net)		218			184
Acquisition of subsidiary (net of cash)		-			(25,610	)
Net cash flow used in investing activities		(5,172	)		(35,473	)
Financing activities
Repayment of loans & borrowings		(8,617	)		(9,018	)
Repayment of leases		(1,744	)		(1,668	)
Capital increase		-			-
Interest paid		(891	)		(1,155	)
Other financial income (expense)		(33	)		604
Net cash flow from (used in) financing activities		(11,285	)		(11,236	)
Net increase/(decrease) of cash & cash equivalents		(4,638	)		(26,964	)
Cash & Cash equivalents at the beginning of the year		140,867			196,028
Exchange rate differences on cash & cash equivalents		57			(930	)
Cash & cash equivalents at end of the period		136,285			168,133

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 000€	2023			2022			2023			2022
Net profit (loss) for the period		(494	)		896			3,221			1,023
Income taxes		532			600			1,249			898
Financial expenses		670			1,320			2,045			2,561
Financial income		(1,305	)		(3,901	)		(2,114	)		(5,517	)
Depreciation and amortization		5,353			5,374			10,664			10,816
EBITDA		4,755			4,289			15,066			9,780
Share-based compensation expense (1)		-			(49	)		-			(97	)
Adjusted EBITDA		4,755			4,240			15,066			9,683

(1) Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.

Segment P&L (Unaudited)

In 000€	Materialise Software		Materialise Medical		Materialise Manufacturing		Total segments		Unallocated (1)			Consolidated
For the three months ended June 30, 2023
Revenues		11,030		24,945		28,835		64,810		0			64,810
Segment (adj) EBITDA		1,973		2,683		2,708		7,364		(2,608	)		4,755
Segment (adj) EBITDA %		17.9%		10.8%		9.4%		11.4%					7.3%
For the three months ended June 30, 2022
Revenues		10,642		20,855		26,574		58,070		0			58,070
Segment (adj) EBITDA		821		4,474		1,581		6,876		(2,636	)		4,240
Segment (adj) EBITDA %		7.7%		21.5%		5.9%		11.8%					7.3%

In 000€	Materialise Software		Materialise Medical		Materialise Manufacturing		Total segments		Unallocated (1)			Consolidated
For the six months ended June 30, 2023
Revenues		22,381		49,265		59,056		130,702		0			130,702
Segment (adj) EBITDA		4,409		10,035		5,906		20,350		(5,285	)		15,066
Segment (adj) EBITDA %		19.7%		20.4%		10.0%		15.6%					11.5%
For the six months ended June 30, 2022
Revenues		21,125		39,201		50,705		111,032		0			111,032
Segment (adj) EBITDA		2,753		7,701		4,192		14,647		(4,963	)		9,683
Segment (adj) EBITDA %		13.0%		19.6%		8.3%		13.2%					8.7%

(1) Unallocated segment adjusted EBITDA consists of corporate research and development and corporate other operating income (expense), and the added share-based compensation expenses, acquisition related expenses of business combinations, impairments and fair value of business combinations that are included in Adjusted EBITDA.

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

	for the three months ended June 30,						for the six months ended June 30,
In 000€	2023			2022			2023			2022
Net profit (loss) for the period		(494	)		896			3,221			1,023
Income taxes		532			600			1,249			898
Financial cost		670			1,320			2,045			2,561
Financial income		(1,305	)		(3,901	)		(2,114	)		(5,517	)
Operating (loss) profit		(597	)		(1,084	)		4,402			(1,036	)
Depreciation and amortization		5,353			5,374			10,664			10,816
Corporate research and development		737			816			1,459			1,465
Corporate headquarter costs		2,576			2,104			5,238			4,612
Other operating income (expense)		(705	)		(640	)		(1,412	)		(1,211	)
Segment adjusted EBITDA		7,364			6,568			20,350			14,647

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.