6-K
MATERIALISE NV (MTLS)
v
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 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 ☒ 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 2024 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 2024 Results
Total revenue for the second quarter of 2024 increased 6.2% to 68,797 kEUR from 64,810 kEUR for the second quarter of 2023.
Revenue from our Materialise Medical segment increased 12.8% to 28,141 kEUR for the second quarter of 2024 compared to 24,945 kEUR for the same period in 2023.
Revenue from our Materialise Software segment increased 1.8% to 11,226 kEUR for the second quarter of 2024 from 11,030 kEUR for the same quarter last year.
Revenue from our Materialise Manufacturing segment increased 2.1% to 29,429 kEUR for the second quarter of 2024 from 28,835 kEUR for the second quarter of 2023.
Gross profit was 39,227 kEUR for the second quarter of 2024 compared to 37,047 kEUR for the same period last year, while gross profit as a percentage of revenue remained stable at 57.0% compared to 57.2% for the second quarter of 2023.
Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased in the aggregate by 10.4% to 36,631 kEUR for the second quarter of 2024 from 33,176 kEUR for the second quarter of 2023.
Net other operating income was 1,205 kEUR compared to (4,468) kEUR for the second quarter of 2023.
Operating result amounted to 3,801 kEUR compared to (597) kEUR for the second quarter of 2023.
Net financial result was 1,033 kEUR compared to 635 kEUR for the second quarter of 2023.
The second quarter of 2024 contained income tax expenses of (959) kEUR, compared to (532) kEUR in the second quarter of 2023.
As a result of the above, net result for the second quarter of 2024 was 3,875 kEUR, compared to (494) kEUR for the same period in 2023. Total comprehensive income for the second quarter of 2024, which includes exchange differences on translation of foreign operations, was 3,093 kEUR compared to 140 kEUR for the corresponding 2023 period.
At June 30, 2024, we had cash and cash equivalents of 125,492 kEUR compared to 127,573 kEUR at December 31, 2023. Gross debt amounted to 57,968 kEUR, compared to 64,398 kEUR at December 31, 2023. As a result, our net cash position (cash and cash equivalents less gross debt) was 67,524 kEUR, an increase of 4,349 kEUR compared to December 31, 2023.
Cash flow from operating activities for the second quarter of 2024 was 8,400 kEUR compared to 775 kEUR for the same period in 2023. Total cash out from capital expenditures for the second quarter of 2024 amounted to 8,459 kEUR.
Net shareholders’ equity at June 30, 2024 was 243,140 kEUR compared to 236,594 kEUR at December 31, 2023.
Adjusted EBIT increased to 3,872 kEUR for the second quarter of 2024 from (597) kEUR for the 2023 period. The Adjusted EBIT margin (Adjusted EBIT divided by total revenue) for the second quarter of 2024 was 5.6%, compared to (0.9)% for the second quarter of 2023. Adjusted EBITDA increased to 9,188 kEUR for the second quarter of 2024 from 4,755 kEUR for the 2023 period.
Adjusted EBITDA from our Materialise Medical segment amounted to 8,199 kEUR for the second quarter of 2024 compared to 2,683 kEUR while the Adjusted EBITDA margin for the segment (segment Adjusted EBITDA divided by segment revenue) was 29.1% compared to 10.8% for the second quarter of 2023.
Adjusted EBITDA from our Materialise Software segment decreased to 1,374 kEUR from 1,973 kEUR while the Adjusted EBITDA margin for the segment was 12.2% compared to 17.9% for the corresponding prior-year period reflecting the impact of increased development investments.
Adjusted EBITDA from our Materialise Manufacturing segment amounted to 2,416 kEUR compared to 2,708 kEUR for last year’s same period, while the Adjusted EBITDA margin for the segment was 8.2% compared to 9.4% for the second quarter of 2023.
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 1.0705, the reference rate of the European Central Bank on June 28, 2024.
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.
Consolidatedincome statements (Unaudited)
| for the three months ended June 30, | for the six months ended June 30, | ||||
|---|---|---|---|---|---|
| In<br> '000 | 2024 | 2024 | 2023 | 2024 | 2023 |
| U.S.$ | € | € | € | € | |
| Revenue | 73,647 | 68,797 | 64,810 | 132,434 | 130,702 |
| Cost<br> of Sales | (31,654) | (29,570) | (27,764) | (57,270) | (56,814) |
| Gross Profit | 41,992 | 39,227 | 37,047 | 75,164 | 73,888 |
| Gross<br> profit as % of revenue | 57.0% | 57.0% | 57.2% | 56.8% | 56.5% |
| Research<br> and development expenses | (11,872) | (11,090) | (9,489) | (21,322) | (18,506) |
| Sales<br> and marketing expenses | (16,738) | (15,636) | (14,159) | (30,234) | (28,459) |
| General<br> and administrative expenses | (10,603) | (9,905) | (9,528) | (19,214) | (18,573) |
| Net<br> other operating income (expenses) | 1,290 | 1,205 | (4,468) | 1,994 | (3,948) |
| Operating (loss) profit | 4,069 | 3,801 | (597) | 6,387 | 4,402 |
| Financial<br> expenses | (1,543) | (1,441) | (670) | (2,239) | (2,045) |
| Financial<br> income | 2,649 | 2,474 | 1,305 | 4,783 | 2,114 |
| (Loss) profit before taxes | 5,175 | 4,834 | 38 | 8,930 | 4,471 |
| Income<br> Taxes | (1,026) | (959) | (532) | (1,469) | (1,249) |
| Net (loss) profit for the period | 4,149 | 3,875 | (494) | 7,461 | 3,221 |
| Net<br> (loss) profit attributable to: | - | ||||
| The<br> owners of the parent | 4,156 | 3,882 | (488) | 7,474 | 3,234 |
| Non-controlling<br> interest | (7) | (7) | (6) | (13) | (13) |
| Earning per share attributable to owners of the parent | |||||
| Basic | 0.07 | 0.07 | (0.01) | 0.13 | 0.05 |
| Diluted | 0.07 | 0.07 | (0.01) | 0.13 | 0.05 |
| Weighted<br> average basic shares outstanding | 59,067 | 59,067 | 59,067 | 59,067 | 59,067 |
| Weighted<br> average diluted shares outstanding | 59,067 | 59,067 | 59,067 | 59,077 | 59,070 |
Consolidatedstatements of comprehensive income (Unaudited)
| for the three months ended June 30, | for the six months ended June 30, | ||||
|---|---|---|---|---|---|
| In<br> 000€ | 2024 | 2024 | 2023 | 2024 | 2023 |
| U.S.$ | € | € | € | € | |
| Net profit (loss) for the period | 4,149 | 3,875 | (494) | 7,461 | 3,221 |
| Other comprehensive income | |||||
| Recycling | |||||
| Exchange<br> difference on translation of foreign operations | (838) | (783) | 634 | (1,056) | 1,242 |
| Other comprehensive income (loss), net of taxes | (838) | (783) | 634 | (1,056) | 1,242 |
| Total comprehensive income (loss) for the year, net of taxes | 3,311 | 3,093 | 140 | 6,406 | 4,463 |
| Total<br> comprehensive income (loss) attributable to: | |||||
| The<br> owners of the parent | 3,318 | 3,100 | 144 | 6,419 | 4,473 |
| Non-controlling<br> interests | (8) | (7) | (4) | (14) | (10) |
Consolidatedstatement of financial position (Unaudited)
| As of June 30, | As of December 31, | |
|---|---|---|
| In 000€ | 2024 | 2023 |
| Assets | ||
| Non-current assets | ||
| Goodwill | 43,286 | 43,158 |
| Intangible<br> assets | 29,119 | 31,464 |
| Property,<br> plant & equipment | 102,424 | 95,400 |
| Right-of-Use<br> assets | 8,238 | 8,102 |
| Deferred<br> tax assets | 2,699 | 2,797 |
| Investments<br> in convertible loans | 3,868 | 3,744 |
| Other<br> non-current assets | 6,462 | 5,501 |
| Total non-current assets | 196,096 | 190,166 |
| Current assets | ||
| Inventories | 17,846 | 17,034 |
| Trade<br> receivables | 49,655 | 52,698 |
| Other<br> current assets | 8,545 | 9,160 |
| Cash<br> and cash equivalents | 125,492 | 127,573 |
| Total current assets | 201,538 | 206,465 |
| Total assets | 397,635 | 396,630 |
| As of June 30, | As of December 31, | |
| --- | --- | --- |
| In 000€ | 2024 | 2023 |
| Equity and liabilities | ||
| Equity | ||
| Share<br> capital | 4,487 | 4,487 |
| Share<br> premium | 234,084 | 233,942 |
| Retained<br> earnings and other reserves | 4,635 | (1,783) |
| Equity attributable to the owners of the parent | 243,206 | 236,646 |
| Non-controlling<br> interest | (66) | (53) |
| Total equity | 243,140 | 236,594 |
| Non-current liabilities | ||
| Loans &<br> borrowings | 27,576 | 33,582 |
| Lease<br> liabilities | 5,587 | 5,333 |
| Deferred<br> tax liabilities | 3,424 | 3,725 |
| Deferred<br> income | 7,302 | 10,701 |
| Other<br> non-current liabilities | 947 | 1,745 |
| Total non-current liabilities | 44,836 | 55,086 |
| Current liabilities | ||
| Loans &<br> borrowings | 22,219 | 22,873 |
| Lease<br> liabilities | 2,586 | 2,610 |
| Trade<br> payables | 23,764 | 21,196 |
| Tax<br> payables | 2,903 | 1,777 |
| Deferred<br> income | 42,455 | 40,791 |
| Other<br> current liabilities | 15,732 | 15,703 |
| Total current liabilities | 109,659 | 104,950 |
| Total equity and liabilities | 397,635 | 396,630 |
Consolidatedstatement of cash flows (Unaudited)
| for the six months ended June 30, | ||
|---|---|---|
| In<br> 000€ | 2024 | 2023 |
| Operating activities | ||
| Net (loss)<br> profit for the period | 7,461 | 3,221 |
| Non-cash<br> and operational adjustments | 10,203 | 11,403 |
| Depreciation<br> of property plant & equipment | 7,539 | 7,364 |
| Amortization<br> of intangible assets | 3,204 | 3,334 |
| Share-based<br> payment expense | 142 | - |
| Loss<br> (gain) on disposal of intangible assets and property, plant & equipment | (77) | (106) |
| Movement<br> in provisions | 191 | (591) |
| Movement<br> reserve for bad debt and slow moving inventory | 272 | 272 |
| Financial<br> income | (4,762) | (2,095) |
| Financial<br> expense | 2,241 | 2,055 |
| Impact<br> of foreign currencies | (10) | (84) |
| (Deferred)<br> income taxes | 1,462 | 1,254 |
| Working<br> capital adjustments | (574) | (3,336) |
| Decrease<br> (increase) in trade receivables and other receivables | 3,134 | 4,269 |
| Decrease<br> (increase) in inventories and contracts in progress | (1,029) | 81 |
| Increase<br> (decrease) in deferred revenue | (1,768) | (1,772) |
| Increase<br> (decrease) in trade payables and other payables | (911) | (5,914) |
| Income<br> tax paid & Interest received | 1,280 | 531 |
| Net cash flow from operating activities | 18,370 | 11,818 |
| for the six months ended June 30, | ||
| --- | --- | --- |
| In<br> 000€ | 2024 | 2023 |
| Investing activities | ||
| Purchase<br> of property, plant & equipment | (10,475) | (4,333) |
| Purchase<br> of intangible assets | (814) | (1,056) |
| Proceeds<br> from the sale of property, plant & equipment & intangible assets (net) | - | 218 |
| Acquisition<br> of subsidiary (net of cash) | 185 | - |
| Net cash flow used in investing activities | (11,104) | (5,172) |
| Financing activities | ||
| Repayment<br> of loans & borrowings | (6,841) | (8,617) |
| Repayment<br> of leases | (1,517) | (1,744) |
| Interest<br> paid | (800) | (891) |
| Other<br> financial income (expense) | 169 | (33) |
| Net cash flow from (used in) financing activities | (8,989) | (11,285) |
| Net increase/(decrease) of cash & cash equivalents | (1,723) | (4,638) |
| Cash &<br> Cash equivalents at the beginning of the year | 127,573 | 140,867 |
| Exchange<br> rate differences on cash & cash equivalents | (358) | 57 |
| Cash & cash equivalents at end of the period | 125,492 | 136,285 |
Reconciliationof Net Profit (Loss) to EBIT and Adjusted EBIT (Unaudited)
| for the three months ended June 30, | for the six months ended June 30, | |||
|---|---|---|---|---|
| In<br> 000€ | 2024 | 2023 | 2024 | 2023 |
| Net profit (loss) for the period | 3,875 | (494) | 7,461 | 3,221 |
| Income<br> taxes | 959 | 532 | 1,469 | 1,249 |
| Financial<br> expenses | 1,441 | 670 | 2,239 | 2,045 |
| Financial<br> income | (2,474) | (1,305) | (4,783) | (2,114) |
| EBIT | 3,801 | (597) | 6,387 | 4,402 |
| Share-based<br> compensation expense (1) | 71 | - | 142 | - |
| Adjusted EBIT | 3,872 | (597) | 6,529 | 4,402 |
| (1) Share-based<br> compensation expense represents the cost of equity-settled payments to employees. |
Reconciliationof Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)
| for the three months ended June 30, | for the six months ended June 30, | |||
|---|---|---|---|---|
| In<br> 000€ | 2024 | 2023 | 2024 | 2023 |
| Net profit (loss) for the period | 3,875 | (494) | 7,461 | 3,221 |
| Income<br> taxes | 959 | 532 | 1,469 | 1,249 |
| Financial<br> expenses | 1,441 | 670 | 2,239 | 2,045 |
| Financial<br> income | (2,474) | (1,305) | (4,783) | (2,114) |
| Depreciation<br> and amortization | 5,316 | 5,353 | 10,754 | 10,664 |
| EBITDA | 9,117 | 4,755 | 17,141 | 15,066 |
| Share-based<br> compensation expense (1) | 71 | - | 142 | - |
| Adjusted EBITDA | 9,188 | 4,755 | 17,283 | 15,066 |
| (1) Share-based<br> compensation expense represents the cost of equity-settled payments to employees. |
Segment P&L(Unaudited)
| In<br> 000€ | Materialise Medical | Materialise Software | Materialise Manufacturing | Total segments | Unallocated (1) | Consolidated |
|---|---|---|---|---|---|---|
| For the three months ended June 30, 2024 | ||||||
| Revenues | 28,141 | 11,226 | 29,429 | 68,797 | 0 | 68,797 |
| Segment<br> (adj) EBITDA | 8,199 | 1,374 | 2,416 | 11,990 | (2,802) | 9,188 |
| Segment<br> (adj) EBITDA % | 29.1% | 12.2% | 8.2% | 17.4% | 13.4% | |
| For the three months ended June 30, 2023 | ||||||
| Revenues | 24,945 | 11,030 | 28,835 | 64,810 | 0 | 64,810 |
| Segment<br> (adj) EBITDA | 2,683 | 1,973 | 2,708 | 7,364 | (2,608) | 4,755 |
| Segment<br> (adj) EBITDA % | 10.8% | 17.9% | 9.4% | 11.4% | 7.3% | |
| In 000€ | Materialise Medical | Materialise Software | Materialise Manufacturing | Total segments | Unallocated (1) | Consolidated |
| For the six months ended June 30, 2024 | ||||||
| Revenues | 54,324 | 21,665 | 56,445 | 132,434 | 0 | 132,434 |
| Segment<br> (adj) EBITDA | 16,120 | 2,464 | 3,947 | 22,531 | (5,248) | 17,283 |
| Segment<br> (adj) EBITDA % | 29.7% | 11.4% | 7.0% | 17.0% | 13.1% | |
| For the six months ended June 30, 2023 | ||||||
| Revenues | 49,265 | 22,381 | 59,056 | 130,702 | 0 | 130,702 |
| Segment<br> (adj) EBITDA | 10,035 | 4,409 | 5,906 | 20,350 | (5,285) | 15,066 |
| Segment<br> (adj) EBITDA % | 20.4% | 19.7% | 10.0% | 15.6% | 11.5% | |
| (1) Unallocated<br> segment adjusted EBITDA consists of corporate research and development and corporate other operating income (expense), and the added<br> share-based compensation expenses, acquisition related expenses of business combinations, impairments and fair value of business<br> combinations that are included in Adjusted EBITDA. |
Reconciliationof Net Profit (Loss) to Segment adjusted EBITDA (Unaudited)
| for the three months ended June 30, | for the six months ended June 30, | |||
|---|---|---|---|---|
| In<br> 000€ | 2024 | 2023 | 2024 | 2023 |
| Net profit (loss) for the period | 3,875 | (494) | 7,461 | 3,221 |
| Income<br> taxes | 959 | 532 | 1,469 | 1,249 |
| Financial<br> cost | 1,441 | 670 | 2,239 | 2,045 |
| Financial<br> income | (2,474) | (1,305) | (4,783) | (2,114) |
| Operating (loss) profit | 3,801 | (597) | 6,387 | 4,402 |
| Depreciation<br> and amortization | 5,316 | 5,353 | 10,754 | 10,664 |
| Corporate<br> research and development | 955 | 737 | 1,763 | 1,459 |
| Corporate<br> headquarter costs | 2,601 | 2,576 | 5,083 | 5,238 |
| Other<br> operating income (expense) | (682) | (705) | (1,456) | (1,412) |
| Segment adjusted EBITDA | 11,990 | 7,364 | 22,531 | 20,350 |
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/ Brigitte de Vet-Veithen |
| Name: | Brigitte de Vet-Veithen |
| De Vet Management BV | |
| Title: | Chief Executive Officer |
Date: July 31, 2024