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 February 2024

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).

Fourth 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.

Fourth Quarter 2023 Results

Total revenue for the fourth quarter of 2023 increased 4.1% to 65,295 kEUR from 62,703 kEUR for the fourth quarter of 2022.

Revenue from our Materialise Software segment decreased 3.8% to 11,250 kEUR from 11,699 kEUR for the same quarter last year.

Revenue from our Materialise Medical segment increased 14.8% to 27,848 kEUR for the fourth quarter of 2023, compared to 24,254 kEUR for the same period in 2022.

Revenue from our Materialise Manufacturing segment decreased 2.1% to 26,198 kEUR from 26,750 kEUR for the fourth quarter of 2022.

Gross profit increased 5.2% to 37,548 kEUR for the fourth quarter of 2023 from 35,681 kEUR for the same period last year. Gross profit as a percentage of revenue was 57.5%, compared to 56.9%.

Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses decreased, in the aggregate, 6.5% to 35,375 kEUR for the fourth quarter of 2023 from 37,829 kEUR for the fourth quarter of 2022.

Net other operating income was (3,287) kEUR compared to 593 kEUR for the fourth quarter of 2022. Excluding non-recurring charges from the impairment of goodwill, tangible and intangible assets of Engimplan and Materialise Motion, net other operating income was 941 kEUR.

Operating result was (1,113) kEUR, compared to (1,554) kEUR for the fourth quarter of 2022. Excluding the effect of the impairments of goodwill, tangible and intangible assets, the operating result was 3,115 kEUR.

Net financial result for the fourth quarter of 2023 was (234) kEUR, compared to (3,436) kEUR for the fourth quarter of 2022.

The fourth quarter of 2023 contained net tax income of 809 kEUR, compared to net tax income of 402 kEUR for the fourth quarter of 2022.

As a result of the above, net profit for the fourth quarter of 2023 was (539) kEUR, compared to a net loss of (4,588) kEUR for the same period in 2022. Total comprehensive income for the fourth quarter of 2023 was (112) kEUR, compared to (7,623) kEUR for the 2022 period.

Adjusted EBITDA amounted to 8,474 kEUR, compared to 4,258 kEUR for the same period in 2022. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the fourth quarter of 2023 was 13.0%, compared to 6.8% for the fourth quarter of 2022.

Adjusted EBITDA from our Materialise Software segment amounted to 1,259 kEUR compared to (1,441) kEUR while the Adjusted EBITDA margin for the segment (segment EBIDTA divided by segment revenue) was 11.2%, compared to (12.3)% for the prior-year period.

Adjusted EBITDA from our Materialise Medical segment was 9,365 kEUR compared to 6,355 kEUR, while the Adjusted EBITDA margin for the segment was 33.6% compared to 26.2%.

Adjusted EBITDA from our Materialise Manufacturing segment decreased to 557 kEUR compared to 1,506 kEUR, while the Adjusted EBITDA margin for the segment was 2.1%, compared to 5.6% for the prior-year period.

Full Year 2023 Results

Total revenues for the year ended December 31, 2023 increased 10.4% to 256,127 kEUR from 232,023 kEUR for the year ended December 31, 2022.

Revenues from our Materialise Software segment increased 1.7% to 44,442 kEUR for the year ended December 31, 2023 compared to 43,688 kEUR for the year ended December 31, 2022.

Revenues from our Materialise Medical segment grew by 19.5% for the year ended December 31, 2023 to 101,376 kEUR from 84,846 kEUR for the year ended December 31, 2022.

Revenues from our Materialise Manufacturing segment increased 6.6% to 110,310 kEUR for the year ended December 31, 2023 from 103,489 kEUR for the year ended December 31, 2022.

Gross profit increased 12.7% to 145,131 kEUR from 128,768 kEUR last year. Gross profit as a percentage of revenue was 56.7%, compared to 55.5%.

Operating result amounted to 5,619 kEUR for the year ended December 31, 2023 compared to (2,872) kEUR in the prior year. Excluding the effect of impairments of goodwill, tangible and intangible assets, the operating result was 9,847 kEUR.

Net financial result amounted to 1,154 kEUR, compared to net financial result of 1,694 kEUR for the year ended December 31, 2022. Income taxes amounted to (78) kEUR compared to (975) kEUR for the year ended December 31, 2022. Net profit was 6,695 kEUR for 2023 compared to a net loss of (2,153) kEUR in 2022.

At December 31, 2023, we had cash and equivalents of 127,573 kEUR compared to 140,867 kEUR at December 31, 2022. Gross debt amounted to 64,398 kEUR (of which 25,483 kEUR was short term), compared to 80,980 kEUR at December 31, 2022.

Cash flow from operating activities for the year ended December 31, 2023 was 20,157 kEUR compared to 22,288 kEUR in the year ended December 31, 2022. Total capital expenditures for the year ended December 31, 2023 amounted to 11,760 kEUR.

Net shareholders’ equity at December 31, 2023 was 236,594 kEUR compared to 228,928 kEUR at December 31, 2022.

Adjusted EBITDA for 2023 amounted to 31,397 kEUR compared to 19,014 kEUR for 2022. The Adjusted EBITDA margin was 12.3%, compared to 8.2% in 2022.

Adjusted EBITDA from our Materialise Software segment increased to 7,450 kEUR from 1,514 kEUR. The segment’s Adjusted EBITDA margin was 16.8% in 2023, compared to 3.5% in 2022.

Adjusted EBITDA from our Materialise Medical segment increased 41.0% to 26,544 kEUR from 18,822 kEUR. The segment’s Adjusted EBITDA margin was 26.2% in 2023, compared to 22.2% in 2022.

Adjusted EBITDA from our Materialise Manufacturing segment amounted to 7,537 kEUR compared to 8,229 kEUR. The segment’s Adjusted EBITDA margin decreased to 6.8% in 2023 from 8.0% for 2022.

Non-IFRS Measures

Materialise uses EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA as supplemental financial measures of its financial performance. EBIT is calculated as net profit plus income taxes, financial expenses (less financial income) and shares of profit or loss in a joint venture. 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 EBIT and Adjusted EBITDA are determined by adding share-based compensation expenses, acquisition-related expenses of business combinations, impairments and revaluation of fair value due to business combinations to EBIT and EBITDA, respectively. Management believes these non-IFRS measures to be important measures as they exclude the effects of items which primarily reflect the impact of financing decisions and, in the case of EBITDA and Adjusted EBITDA, long term investment, rather than the performance of the company’s day-to-day operations. The company also uses segment Adjusted EBITDA to evaluate the performance of its three business segments. As compared to net profit, these measures are limited in that they do not reflect the cash requirements necessary to service interest or principal payments on the company’s indebtedness and, in the case of EBITDA and Adjusted EBITDA, these measures are further 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 changes associated with impairments. Management evaluates such items through other financial measures such as financial expenses, 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 EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. EBIT, EBITDA, Adjusted EBIT 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 EBIT, EBITDA, Adjusted EBIT 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 1.105, the reference rate of the European Central Bank on December 31, 2023.

About Materialise

Materialise incorporates over 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 and most complete 3D printing facilities in the world.

Consolidated income statements (Unaudited)

	for the three months ended December 31,									for the twelve months ended December 31,
In '000	2023			2023			2022			2023			2022
	U.S.$			€			€			€			€
Revenue		72,151			65,295			62,703			256,127			232,023
Cost of Sales		(30,660	)		(27,747	)		(27,022	)		(110,996	)		(103,255	)
Gross Profit		41,491			37,548			35,681			145,131			128,768
Gross profit as % of revenue		57.5	%		57.5	%		56.9	%		56.7	%		55.5	%

Research and development expenses		(11,179	)		(10,116	)		(11,494	)		(38,098	)		(37,568	)
Sales and marketing expenses		(17,021	)		(15,403	)		(17,284	)		(57,822	)		(62,125	)
General and administrative expenses		(10,890	)		(9,855	)		(9,051	)		(37,068	)		(35,143	)
Net other operating income (expenses)		(3,632	)		(3,287	)		593			(6,524	)		3,196
Operating (loss) profit		(1,231	)		(1,113	)		(1,554	)		5,619			(2,872	)

Financial expenses		(294	)		(266	)		(4,216	)		(3,865	)		(4,420	)
Financial income		35			32			780			5,019			6,114
Share in loss of joint venture		-			-			-			-			-
(Loss) profit before taxes		(1,490	)		(1,348	)		(4,990	)		6,772			(1,178	)

Income Taxes		893			809			402			(78	)		(975	)
Net (loss) profit for the period		(597	)		(539	)		(4,588	)		6,695			(2,153	)
Net (loss) profit attributable to:		-
The owners of the parent		(584	)		(529	)		(4,580	)		6,722			(2,123	)
Non-controlling interest		(11	)		(10	)		(8	)		(27	)		(29	)

Earning per share attributable to owners of the parent
Basic		(0.01	)		(0.01	)		(0.08	)		0.11			(0.04	)
Diluted		(0.01	)		(0.01	)		(0.08	)		0.11			(0.04	)

Weighted average basic shares outstanding		59,067			59,067			59,064			59,067			59,064
Weighted average diluted shares outstanding		59,067			59,067			59,064			59,085			59,064

Consolidated statements of comprehensive income (Unaudited)

	for the three months ended December 31,									for the twelve months ended December 31,
In 000€	2023			2023			2022			2023			2022
	U.S.$			€			€			€			€
Net profit (loss) for the period		(597	)		(539	)		(4,588	)		6,695			(2,153	)
Other comprehensive income
Recycling
Exchange difference on translation of foreign operations		839			759			(2,943	)		1,230			(1,427	)
Non-recycling
Fair value adjustments through OCI - Equity instruments		(366	)		(331	)		(92	)		(331	)		(92	)
Other comprehensive income (loss), net of taxes		473			428			(3,035	)		899			(1,519	)
Total comprehensive income (loss) for the year, net of taxes		(123	)		(112	)		(7,623	)		7,594			(3,672	)
Total comprehensive income (loss) attributable to:
The owners of the parent		(113	)		(102	)		(7,616	)		7,619			(3,643	)
Non-controlling interests		(11	)		(10	)		(7	)		(25	)		(29	)

Consolidated statement of financial position (Unaudited)

	As of December 31,		As of December 31,
In 000€	2023		2022
Assets
Non-current assets
Goodwill		43,158		44,155
Intangible assets		31,464		37,875
Property, plant & equipment		95,400		94,276
Right-of-Use assets		8,102		8,420
Investments in joint ventures		-		-
Deferred tax assets		2,797		1,186
Investments in convertible loans		3,744		3,494
Investments in non-listed equity instruments		-		307
Other non-current assets		5,501		5,136
Total non-current assets		190,166		194,847
Current assets
Inventories		17,034		16,081
Trade receivables		52,698		51,043
Other current assets		9,161		8,424
Cash and cash equivalents		127,573		140,867
Total current assets		206,465		216,414
Total assets		396,630		411,262

	As of December 31,			As of December 31,
In 000€	2023			2022
Equity and liabilities
Equity
Share capital		4,487			4,487
Share premium		233,942			233,895
Retained earnings and other reserves		(1,782	)		(9,427	)
Equity attributable to the owners of the parent		236,647			228,955
Non-controlling interest		(53	)		(28	)
Total equity		236,594			228,928
Non-current liabilities
Loans & borrowings		33,582			55,873
Lease liabilities		5,333			5,147
Deferred tax liabilities		3,725			4,312
Deferred income		10,701			9,277
Other non-current liabilities		1,745			1,611
Total non-current liabilities		55,086			76,220
Current liabilities
Loans & borrowings		22,873			17,058
Lease liabilities		2,610			2,902
Trade payables		21,196			23,230
Tax payables		1,777			1,246
Deferred income		40,791			41,721
Other current liabilities		15,703			19,957
Total current liabilities		104,950			106,114
Total equity and liabilities		396,630			411,262

Consolidated statement of cash flows (Unaudited)

	for the twelve months ended December 31,
In 000€	2023			2022
Operating activities
Net (loss) profit for the period		6,695			(2,153	)
Non-cash and operational adjustments
Depreciation of property plant & equipment		15,065			14,940
Amortization of intangible assets		6,504			7,628
Impairment of goodwill and intangible assets		4,228			-
Share-based payment expense		39			(140	)
Loss (gain) on disposal of intangible assets and property, plant & equipment		(415	)		347
Movement in provisions		(181	)		1,781
Movement reserve for bad debt and slow moving inventory		499			(23	)
Financial income		(5,033	)		(6,114	)
Financial expense		3,886			4,420
Impact of foreign currencies		(94	)		(39	)
(Deferred) income taxes		73			975
Working capital adjustments		(12,576	)		1,023
Decrease (increase) in trade receivables and other receivables		(3,335	)		(6,330	)
Decrease (increase) in inventories and contracts in progress		(806	)		(5,011	)
Increase (decrease) in deferred revenue		525			10,252
Increase (decrease) in trade payables and other payables		(8,961	)		2,112
Income tax paid & Interest received		1,469			(358	)
Net cash flow from operating activities		20,157			22,288

	for the twelve months ended December 31,
In 000€	2023			2022
Investing activities
Purchase of property, plant & equipment		(9,235	)		(21,608	)
Purchase of intangible assets		(2,525	)		(3,165	)
Proceeds from the sale of property, plant & equipment & intangible assets (net)		723			205
Acquisition of subsidiary (net of cash)		-			(29,293	)
Net cash flow used in investing activities		(11,037	)		(53,861	)
Financing activities
Repayment of loans & borrowings		(16,723	)		(17,708	)
Repayment of leases		(3,549	)		(3,379	)
Capital increase		-			23
Interest paid		(1,750	)		(1,990	)
Other financial income (expense)		(346	)		544
Net cash flow from (used in) financing activities		(22,368	)		(22,510	)
Net increase/(decrease) of cash & cash equivalents		(13,248	)		(54,082	)
Cash & Cash equivalents at the beginning of the year		140,867			196,028
Exchange rate differences on cash & cash equivalents		(46	)		(1,078	)
Cash & cash equivalents at end of the period		127,573			140,867

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

	for the three months ended December 31,						for the twelve months ended December 31,
In 000€	2023			2022			2023			2022
Net profit (loss) for the period		(539	)		(4,588	)		6,695			(2,153	)
Income taxes		(809	)		(402	)		78			975
Financial expenses		266			4,216			3,865			4,420
Financial income		(32	)		(780	)		(5,019	)		(6,114	)
Share in loss of joint venture		-			-			-			-
EBIT		(1,113	)		(1,554	)		5,619			(2,872	)
Share-based compensation expense (1)		39			(20	)		39			(140	)
Revaluation of fair value due to business combinations		-			-			-			-
Impairments (2)		4,228			-			4,228			-
Acquisition-related expenses of business combinations		-			-			-			-
Adjusted EBIT		3,154			(1,574	)		9,886			(3,013	)

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

(2) Impairments represent the impairment of goodwill and intangible assets of Materialise Motion (3,572 kEUR) and the impairment of tangible and intangible assets of Engimplan (656 kEUR).

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 000€	2023			2022			2023			2022
Net profit (loss) for the period		(539	)		(4,588	)		6,695			(2,153	)
Income taxes		(809	)		(402	)		78			975
Financial expenses		266			4,216			3,865			4,420
Financial income		(32	)		(780	)		(5,019	)		(6,114	)
Depreciation and amortization		5,320			5,832			21,511			22,026
Share in loss of joint venture		-			-			-			-
EBITDA		4,207			4,278			27,130			19,154
Share-based compensation expense (1)		39			(20	)		39			(140	)
Revaluation of fair value due to business combinations		-			-			-			-
Impairments (2)		4,228			-			4,228			-
Acquisition-related expenses of business combinations		-			-			-			-
Adjusted EBITDA		8,474			4,258			31,397			19,014

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

(2) Impairments represent the impairment of goodwill and intangible assets of Materialise Motion (3,572 kEUR) and the impairment of tangible and intangible assets of Engimplan (656 kEUR).

Segment P&L (Unaudited)

In 000€	Materialise Software			Materialise Medical			Materialise Manufacturing			Total segments			Unallocated (1)			Consolidated
For the three months ended December 31, 2023
Revenues		11,250			27,848			26,198			65,295			0			65,295
Segment (adj) EBITDA		1,259			9,365			557			11,181			(2,708	)		8,474
Segment (adj) EBITDA %		11.2	%		33.6	%		2.1	%		17.1	%					13.0	%
For the three months ended December 31, 2022
Revenues		11,699			24,254			26,750			62,703			0			62,703
Segment (adj) EBITDA		(1,441	)		6,355			1,506			6,421			(2,163	)		4,258
Segment (adj) EBITDA %		-12.3	%		26.2	%		5.6	%		10.2	%					6.8	%

In 000€	Materialise Software			Materialise Medical			Materialise Manufacturing			Total segments			Unallocated (1)			Consolidated
For the twelve months ended December 31, 2023
Revenues		44,442			101,376			110,310			256,127			0			256,127
Segment (adj) EBITDA		7,450			26,544			7,537			41,530			(10,133	)		31,397
Segment (adj) EBITDA %		16.8	%		26.2	%		6.8	%		16.2	%					12.3	%
For the twelve months ended December 31, 2022
Revenues		43,688			84,846			103,489			232,023			0			232,023
Segment (adj) EBITDA		1,514			18,822			8,229			28,565			(9,551	)		19,014
Segment (adj) EBITDA %		3.5	%		22.2	%		8.0	%		12.3	%					8.2	%

(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 December 31,						for the twelve months ended December 31,
In 000€	2023			2022			2023			2022
Net profit (loss) for the period		(539	)		(4,588	)		6,695			(2,153	)
Income taxes		(809	)		(402	)		78			975
Financial cost		266			4,216			3,865			4,420
Financial income		(32	)		(780	)		(5,019	)		(6,114	)
Operating (loss) profit		(1,113	)		(1,554	)		5,619			(2,872	)
Depreciation and amortization		5,320			5,832			21,511			22,026
Corporate research and development		721			594			2,785			2,600
Corporate headquarter costs		2,869			2,349			10,464			9,504
Other operating income (expense)		(844	)		(800	)		(3,077	)		(2,693	)
Impairments (1)		4,228			-			4,228			-
Segment adjusted EBITDA		11,181			6,421			41,530			28,565

(1) Impairments represent the impairment of goodwill and intangible assets of Materialise Motion (3,572 kEUR) and the impairment of tangible and intangible assets of Engimplan (656 kEUR).

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.