6-K
MATERIALISE NV (MTLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2023
Commission File Number: 001-36515
Materialise NV
Technologielaan 15
3001Leuven
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 ☐
This Form 6-K is incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-213649).
Fourth Quarter 2022 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 2022 Results
Total revenue for the fourth quarter of 2022 increased 10.0% to 62,703 kEUR from 56,989 kEUR for the fourth quarter of 2021.
Revenue from our Materialise Software segment decreased 4.0% to 11,699 kEUR from 12,183 kEUR for the same quarter last year.
Revenue from our Materialise Medical segment increased 17.3% to 24,254 kEUR for the fourth quarter of 2022, compared to 20,682 kEUR for the same period in 2021.
Revenue from our Materialise Manufacturing segment increased 10.9% to 26,750 kEUR from 24,124 kEUR for the fourth quarter of 2021.
Gross profit increased 7.5% to 35,681 kEUR for the fourth quarter of 2022 from 33,198 kEUR for the same period last year. Gross profit as a percentage of revenue was 56.9%, compared to 58.3%.
Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased, in the aggregate, 28.3% to 37,829 kEUR for the fourth quarter of 2022 from 29,481 kEUR for the fourth quarter of 2021.
Net other operating result was 593 kEUR compared to 1,260 kEUR for the fourth quarter of 2021.
Operating result was (1,554) kEUR, compared to 4,976 kEUR for the fourth quarter of 2021.
Net financial result for the fourth quarter of 2022 was (3,436) kEUR, compared to 275 kEUR for the fourth quarter of 2021, mainly as a result of currency exchange losses.
The fourth quarter of 2022 contained net income tax income of 402 kEUR, compared to net tax expense of (490) kEUR for the fourth quarter of 2021.
As a result of the above, net loss for the fourth quarter of 2022 was (4,588) kEUR, compared to a net profit of 4,762 kEUR for the same period in 2021. Total comprehensive income for the fourth quarter of 2022 was (7,623) kEUR, compared to a profit of 1,832 kEUR for the 2021 period.
Adjusted EBITDA amounted to 4,258 kEUR, compared to 10,490 kEUR for the same period in 2021. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the fourth quarter of 2022 was 6.8%, compared to 18.4% for the fourth quarter of 2021.
Adjusted EBITDA from our Materialise Software segment amounted to (1,441) kEUR compared to 5,518 kEUR while the Adjusted EBITDA margin for the segment (segment EBITDA divided by segment revenue) was (12.3)%, compared to 45.3% for the prior-year period.
Adjusted EBITDA from our Materialise Medical segment was 6,355 kEUR compared to 6,358 kEUR, while the Adjusted EBITDA margin for the segment was 26.2% compared to 30.7%.
Adjusted EBITDA from our Materialise Manufacturing segment increased to 1,506 kEUR compared 990 kEUR, while the Adjusted EBITDA margin for the segment was 5.6%, compared to 4.1% for the prior-year period.
Full Year 2022 Results
Total revenues for the year ended December 31, 2022 increased 12.9% to 232,023 kEUR from 205,450 kEUR for the year ended December 31, 2021.
Revenues from our Materialise Software segment increased 1.8% to 43,688 kEUR for the year ended December 31, 2022 compared to 42,902 kEUR for the year ended December 31, 2021.
Revenues from our Materialise Medical segment grew by 15.6% for the year ended December 31, 2022 to 84,846 kEUR from 73,368 kEUR for the year ended December 31, 2021.
Revenues from our Materialise Manufacturing segment increased 16.0% to 103,489 kEUR for the year ended December 31, 2022 from 89,180 kEUR for the year ended December 31, 2021.
Operating profit amounted to (2,872) kEUR for the year ended December 31, 2022 compared to a profit of 12,217 kEUR in the prior year.
Net financial income amounted to 1,694 kEUR, compared to net financial income of 1,519 kEUR for the year ended December 31, 2021. Income taxes amounted to (975) kEUR compared to (591) kEUR for the year ended December 31, 2021. Net loss was (2,153) kEUR for 2022 compared to a net profit of 13,145 kEUR in 2021.
At December 31, 2022, we had cash and equivalents of 140,867 kEUR compared to 196,028 kEUR at December 31, 2021. Gross debt amounted to 80,980 kEUR (of which 19,960 kEUR was short term), compared to 99,107 kEUR at December 31, 2021.
Cash flow from operating activities for the year ended December 31, 2022 was 24,709 kEUR compared to 25,845 kEUR in the year ended December 31, 2021. Total capital expenditures for the year ended December 31, 2022 amounted to 24,773 kEUR.
Net shareholders’ equity at December 31, 2022 was 228,928 kEUR compared to 232,578 kEUR at December 31, 2021.
Adjusted EBITDA for 2022 amounted to 19,014 kEUR compared to 32,490 kEUR for 2021. The Adjusted EBITDA margin was 8.2%, compared to 15.8% in 2021.
Adjusted EBITDA from our Materialise Software segment amounted to 1,514 kEUR compared to 15,705 kEUR. The segment’s Adjusted EBITDA margin was 3.5% in 2022, compared to 36.6% in 2021.
Adjusted EBITDA from our Materialise Medical segment amounted to 18,822 kEUR compared to 20,669 kEUR. The segment’s Adjusted EBITDA margin was 22.2% in 2022, compared to 28.2% in 2021.
Adjusted EBITDA from our Materialise Manufacturing segment increased 31.1% to 8,229 kEUR from 6,275 kEUR. The segment’s Adjusted EBITDA margin increased to 8.0% in 2022 from 7.0% for 2021.
Non-IFRS Measures
Materialise uses EBITDA and Adjusted EBITDA as supplemental financial measures of its financial performance. EBITDA is calculated as net profit(loss) 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(loss), 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(loss) 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 1.0666, the reference rate of the European Central Bank on December 31, 2022.
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 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 | for the twelve months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||
| In ’000 | 2022 | 2022 | 2021 | 2022 | 2021 | |||||
| U.S. | ||||||||||
| Revenue | ||||||||||
| Cost of Sales | ) | ) | ) | ) | ) | |||||
| Gross Profit | **** | **** | **** | **** | **** | |||||
| Gross profit as % of revenue | % | % | % | % | % | |||||
| Research and development expenses | ) | ) | ) | ) | ) | |||||
| Sales and marketing expenses | ) | ) | ) | ) | ) | |||||
| General and administrative expenses | ) | ) | ) | ) | ) | |||||
| Net other operating income (expenses) | ||||||||||
| Operating (loss) profit | ) | ) | **** | ) | **** | |||||
| Financial expenses | ) | ) | ) | ) | ) | |||||
| Financial income | ||||||||||
| Share in loss of joint venture | ||||||||||
| (Loss) profit before taxes | ) | ) | **** | ) | **** | |||||
| Income Taxes | ) | ) | ) | |||||||
| Net (loss) profit for the period | ) | ) | **** | ) | **** | |||||
| Net (loss) profit attributable to: | ||||||||||
| The owners of the parent | ) | ) | ) | |||||||
| Non-controlling interest | ) | ) | ) | ) | ) | |||||
| Earning per share attributable to owners of the parent | ||||||||||
| Basic | ) | ) | ) | |||||||
| Diluted | ) | ) | ) | |||||||
| Weighted average basic shares outstanding | ||||||||||
| Weighted average diluted shares outstanding |
All values are in US Dollars.
Consolidated statements of comprehensive income (Unaudited)
| for the three months ended | for the twelve months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||
| In 000€ | 2022 | 2022 | 2021 | 2022 | 2021 | |||||
| U.S. | ||||||||||
| Net profit (loss) for the period | ) | ) | **** | ) | **** | |||||
| Other comprehensive income | ||||||||||
| Recycling | ||||||||||
| Exchange difference on translation of foreign operations | ) | ) | ) | |||||||
| Non-recycling | ||||||||||
| Fair value adjustments through OCI - Equity instruments | ) | ) | ) | ) | ) | |||||
| Other comprehensive income (loss), net of taxes | ) | ) | ) | ) | ) | |||||
| Total comprehensive income (loss) for the year, net of taxes | ) | ) | **** | ) | **** | |||||
| Total comprehensive income (loss) attributable to: | ||||||||||
| The owners of the parent | ) | ) | **** | ) | **** | |||||
| Non-controlling interests | ) | ) | ) | ) | ) |
All values are in US Dollars.
Consolidated statement of financial position (Unaudited)
| As of | As of | |||||
|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||
| In 000€ | 2022 | 2021 | ||||
| Assets | ||||||
| Non-current assets | ||||||
| Goodwill | 44,155 | 18,726 | ||||
| Intangible assets | 37,875 | 31,668 | ||||
| Property, plant & equipment | 94,276 | 84,451 | ||||
| Right-of-Use assets | 8,420 | 9,054 | ||||
| Investments in joint ventures | — | — | ||||
| Deferred tax assets | 1,186 | 227 | ||||
| Investments in convertible loans | 3,494 | 3,560 | ||||
| Investments in non-listed equity instruments | 307 | 399 | ||||
| Other non-current assets | 5,135 | 7,519 | ||||
| Total non-current assets | **** | 194,847 | **** | 155,604 | ||
| Current assets | ||||||
| Inventories | 16,081 | 11,295 | ||||
| Trade receivables | 51,043 | 41,541 | ||||
| Other current assets | 8,424 | 8,940 | ||||
| Cash and cash equivalents | 140,867 | 196,028 | ||||
| Total current assets | **** | 216,414 | **** | 257,804 | ||
| Total assets | **** | 411,262 | **** | 413,408 | ||
| As of | As of | |||||
| --- | --- | --- | --- | --- | --- | --- |
| December 31, | December 31, | |||||
| In 000€ | 2022 | 2021 | ||||
| Equity and liabilities | ||||||
| Equity | ||||||
| Share capital | 4,487 | 4,489 | ||||
| Share premium | 233,895 | 233,872 | ||||
| Retained earnings and other reserves | (9,427 | ) | (5,784 | ) | ||
| Equity attributable to the owners of the parent | **** | 228,955 | **** | **** | 232,577 | **** |
| Non-controlling interest | (27 | ) | 1 | |||
| Total equity | **** | 228,928 | **** | **** | 232,578 | **** |
| Non-current liabilities | ||||||
| Loans & borrowings | 55,873 | 72,637 | ||||
| Lease liabilities | 5,147 | 5,268 | ||||
| Deferred tax liabilities | 4,312 | 4,371 | ||||
| Deferred income | 9,277 | 4,952 | ||||
| Other non-current liabilities | 1,611 | 2,167 | ||||
| Total non-current liabilities | **** | 76,220 | **** | **** | 89,395 | **** |
| Current liabilities | ||||||
| Loans & borrowings | 17,058 | 17,849 | ||||
| Lease liabilities | 2,902 | 3,353 | ||||
| Trade payables | 25,629 | 20,171 | ||||
| Tax payables | 1,246 | 783 | ||||
| Deferred income | 41,722 | 33,307 | ||||
| Other current liabilities | 17,558 | 15,972 | ||||
| Total current liabilities | **** | 106,115 | **** | **** | 91,435 | **** |
| Total equity and liabilities | **** | 411,262 | **** | **** | 413,408 | **** |
Consolidated statement of cash flows (Unaudited)
| for the twelve months ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| In 000€ | 2022 | 2021 | ||||
| Operating activities | ||||||
| Net (loss) profit for the period | (2,153 | ) | 13,145 | |||
| Non-cash and operational adjustments | ||||||
| Depreciation of property plant & equipment | 14,940 | 15,574 | ||||
| Amortization of intangible assets | 7,628 | 4,975 | ||||
| Impairment of goodwill and intangible assets | — | 177 | ||||
| Share-based payment expense | (140 | ) | (1,036 | ) | ||
| Loss (gain) on disposal of intangible assets and property, plant & equipment | 347 | 210 | ||||
| Movement in provisions | 1,781 | 99 | ||||
| Movement reserve for bad debt and slow moving inventory | (23 | ) | 255 | |||
| Financial income | (7,405 | ) | (5,620 | ) | ||
| Financial expense | 5,705 | 4,101 | ||||
| Impact of foreign currencies | (19 | ) | 40 | |||
| (Deferred) income taxes | 960 | 591 | ||||
| Working capital adjustments | 3,445 | (5,890 | ) | |||
| Decrease (increase) in trade receivables and other receivables | (6,245 | ) | (10,920 | ) | ||
| Decrease (increase) in inventories and contracts in progress | (5,011 | ) | (1,423 | ) | ||
| Increase (decrease) in deferred revenue | 10,252 | 2,898 | ||||
| Increase (decrease) in trade payables and other payables | 4,449 | 3,555 | ||||
| Income tax paid & Interest received | (358 | ) | (776 | ) | ||
| Net cash flow from operating activities | **** | 24,709 | **** | **** | 25,845 | **** |
| for the twelve months ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| December 31, | ||||||
| In 000€ | 2022 | 2021 | ||||
| Investing activities | ||||||
| Purchase of property, plant & equipment | (21,608 | ) | (7,934 | ) | ||
| Purchase of intangible assets | (3,165 | ) | (3,788 | ) | ||
| Proceeds from the sale of property, plant & equipment & intangible assets (net) | 205 | 462 | ||||
| Acquisition of subsidiary (net of cash) | (29,355 | ) | (875 | ) | ||
| (Convertible) Loans granted | — | — | ||||
| Investment in subsidiary, net of cash acquired | — | (999 | ) | |||
| Net cash flow used in investing activities | **** | (53,923 | ) | **** | (13,134 | ) |
| Financing activities | ||||||
| Repayment of loans & borrowings | (20,044 | ) | (14,277 | ) | ||
| Repayment of leases | (3,379 | ) | (3,775 | ) | ||
| Capital increase | — | 88,117 | ||||
| Interest paid | (1,990 | ) | (2,326 | ) | ||
| Other financial income (expense) | 544 | 3,417 | ||||
| Net cash flow from (used in) financing activities | **** | (24,869 | ) | **** | 71,156 | **** |
| Net increase/(decrease) of cash & cash equivalents | **** | (54,082 | ) | **** | 83,867 | **** |
| Cash & Cash equivalents at the beginning of the year | 196,028 | 111,538 | ||||
| Exchange rate differences on cash & cash equivalents | (1,078 | ) | 624 | |||
| Cash & cash equivalents at end of the period | **** | 140,867 | **** | **** | 196,028 | **** |
Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)
| for the three months ended | for the twelve months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| In 000€ | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net profit (loss) for the period | **** | (4,588 | ) | **** | 4,762 | **** | **** | (2,153 | ) | **** | 13,145 | **** |
| Income taxes | (402 | ) | 490 | 975 | 591 | |||||||
| Financial expenses | 4,216 | 919 | 4,420 | 4,101 | ||||||||
| Financial income | (780 | ) | (1,195 | ) | (6,114 | ) | (5,620 | ) | ||||
| Depreciation and amortization | 5,832 | 5,277 | 22,026 | 20,516 | ||||||||
| Share in loss of joint venture | — | — | — | — | ||||||||
| EBITDA | **** | 4,278 | **** | **** | 10,253 | **** | **** | 19,154 | **** | **** | 32,733 | **** |
| Share-based compensation expense (1) | (20 | ) | 44 | (140 | ) | (833 | ) | |||||
| Revaluation of fair value due to business combinations | — | 8 | — | — | ||||||||
| Impairments (2) | — | 177 | — | 177 | ||||||||
| Acquisition-related expenses of business combinations<br>(3) | — | 8 | — | 413 | ||||||||
| Adjusted EBITDA | **** | 4,258 | **** | **** | 10,490 | **** | **** | 19,014 | **** | **** | 32,490 | **** |
| (1) | Share-based compensation expense represents the cost of equity-settled and share-based payments to employees. | |||||||||||
| --- | --- | |||||||||||
| (2) | Impairments represent the impairment of capitalized expenditures related to the goodwill of metal company<br>Aldema BV (177kEUR). | |||||||||||
| --- | --- | |||||||||||
| (3) | Acquisition-related expenses of business combinations represent<br>expenses incurred in connection with the acquisition of our option to buy Link3D. **** | |||||||||||
| --- | --- |
Segment P&L (Unaudited)
| Materialise | Materialise | Materialise | Total | Unallocated | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | Software | Medical | Manufacturing | segments | (1) | Consolidated | ||||||||||||
| 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 | % | ||||||||
| For the three months ended December 31, 2021 | ||||||||||||||||||
| Revenues | 12,183 | 20,682 | 24,124 | 56,989 | (0 | ) | 56,989 | |||||||||||
| Segment (adj) EBITDA | 5,518 | 6,358 | 990 | 12,866 | (2,376 | ) | 10,490 | |||||||||||
| Segment (adj) EBITDA % | 45.3 | % | 30.7 | % | 4.1 | % | 22.6 | % | 18.4 | % | ||||||||
| Materialise | Materialise | Materialise | Total | Unallocated | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| In 000€ | Software | Medical | Manufacturing | segments | (1) | Consolidated | ||||||||||||
| 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 | % | ||||||||
| For the twelve months ended December 31, 2021 | ||||||||||||||||||
| Revenues | 42,902 | 73,368 | 89,180 | 205,450 | 0 | 205,450 | ||||||||||||
| Segment (adj) EBITDA | 15,705 | 20,669 | 6,275 | 42,648 | (10,158 | ) | 32,490 | |||||||||||
| Segment (adj) EBITDA % | 36.6 | % | 28.2 | % | 7.0 | % | 20.8 | % | 15.8 | % | ||||||||
| (1) | Unallocated segment adjusted EBITDA consists of corporate research and development and corporate other<br>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<br>Adjusted EBITDA. | |||||||||||||||||
| --- | --- |
Reconciliation of Net Profit (Loss) to Segment adjusted EBITDA (Unaudited)
| for the three months ended | for the twelve months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| In 000€ | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net profit (loss) for the period | **** | (4,588 | ) | **** | 4,762 | **** | **** | (2,153 | ) | **** | 13,145 | **** |
| Income taxes | (402 | ) | 490 | 975 | 591 | |||||||
| Financial cost | 4,216 | 919 | 4,420 | 4,101 | ||||||||
| Financial income | (780 | ) | (1,195 | ) | (6,114 | ) | (5,620 | ) | ||||
| Share in loss of joint venture | — | — | — | — | ||||||||
| Operating (loss) profit | **** | (1,554 | ) | **** | 4,976 | **** | **** | (2,872 | ) | **** | 12,217 | **** |
| Depreciation and amortization | 5,832 | 5,277 | 22,026 | 20,516 | ||||||||
| Corporate research and development | 594 | 812 | 2,600 | 2,948 | ||||||||
| Corporate headquarter costs | 2,349 | 2,923 | 9,504 | 10,317 | ||||||||
| Other operating income (expense) | (800 | ) | (1,122 | ) | (2,693 | ) | (3,350 | ) | ||||
| Segment adjusted EBITDA | **** | 6,421 | **** | **** | 12,866 | **** | **** | 28,565 | **** | **** | 42,648 | **** |
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: February 14, 2023 ****