6-K
MATERIALISE NV (MTLS)
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 October 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).
Third 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.
Third Quarter 2024 Results
Total revenue for the third quarter of 2024 increased 14.2% to 68,652 kEUR from 60,130 kEUR for the third quarter of 2023.
Revenue from our Materialise Medical segment increased by 24.5% to 30,197 kEUR for the third quarter of 2024 compared to 24,263 kEUR for the same period in 2023.
Revenue from our Materialise Software segment increased by 2.8% to 11,111 kEUR for the third quarter of 2024 compared to 10,811 kEUR for the same quarter last year.
Revenue from our Materialise Manufacturing segment increased by 9.1% to 27,344 kEUR for the third quarter of 2024 compared to 25,056 kEUR for the third quarter of 2023.
Gross profit was 39,297 kEUR compared to 33,696 kEUR for the same period last year, while gross profit as a percentage of revenue increased to 57.2% compared to 56.0% for the third 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 11.8% to 35,856 kEUR for the third quarter of 2024 from 32,076 kEUR for the third quarter of 2023.
Net other operating income increased to 872 kEUR from 710 kEUR for the third quarter of 2023.
Operating result amounted to 4,313 kEUR compared to 2,330 kEUR for the third quarter of 2023.
Net financial result was (1,137) kEUR compared to 1,319 kEUR for the third quarter of 2023 reflecting the impact of unfavorable currency exchange effects.
The third quarter of 2024 contained income tax results of (138) kEUR compared to 363 kEUR in the third quarter of 2023.
As a result of the above, net profit for the third quarter of 2024 was 3,038 kEUR, compared to 4,013 kEUR for the same period in 2023. Total comprehensive income for the third quarter of 2024, which includes exchange differences on translation of foreign operations, was 3,777 kEUR compared to 3,242 kEUR for the corresponding 2023 period.
At September 30, 2024, we had cash and cash equivalents of 116,163 kEUR, compared to 127,573 kEUR at December 31, 2023. Gross debt amounted to 53,037 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 63,126 kEUR compared to 63,175 kEUR at December 31, 2023.
Cash flow from operating activities for the third quarter of the year 2024 was 6,870 kEUR, compared to 8,143 kEUR for the same period in 2023. Total capital expenditures for the third quarter of the year 2024 amounted to 7,328 kEUR.
Net shareholders’ equity at September 30, 2024 was 246,989 kEUR compared to 236,594 kEUR at December 31, 2023.
Adjusted EBIT increased to 4,408 kEUR for the third quarter of 2024 from 2,330 kEUR for the 2023 period. The Adjusted EBIT margin (Adjusted EBIT divided by total revenue) for the third quarter of 2024 was 6.4%, compared to 3.9% for the third quarter of 2023. Adjusted EBITDA increased to 9,895 kEUR for the third quarter of 2024 from 7,857 kEUR for the 2023 period.
Adjusted EBITDA from our Materialise Medical segment increased by 38.5% to 9.895 kEUR for the third quarter of 2024 compared to 7,143 kEUR while the Adjusted EBITDA margin for the segment (segment Adjusted EBITDA divided by segment revenue) was 32.8% compared to 29.4% for the third quarter of 2023.
Adjusted EBITDA from our Materialise Software segment increased by 10.9% to 1,975 kEUR from 1,781 kEUR while the Adjusted EBITDA margin for the segment was 17.8% compared to 16.5% for the corresponding prior-year period.
Adjusted EBITDA from our Materialise Manufacturing segment amounted to 701 kEUR compared to 1,074 kEUR for the same period last year, while the Adjusted EBITDA margin for the segment was 2.6% compared to 4.3% for the third 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 1.1196, the reference rate of the European Central Bank on September 30, 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.
Consolidated income statements (Unaudited)
| for the three months<br> ended September 30, | for the nine months<br> ended<br> September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In '000 | 2024 | 2024 | 2023 | 2024 | 2023 | |||||
| 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 | ||||||||||
| (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<br> ended September 30, | for the nine months<br> ended <br> September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2024 | 2024 | 2023 | 2024 | 2023 | |||||
| U.S. | ||||||||||
| Net profit (loss) for the period | ||||||||||
| Other comprehensive income | ||||||||||
| Recycling | ||||||||||
| Exchange difference on translation of foreign operations | ) | ) | ||||||||
| 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<br> September<br> 30, | As of<br> December<br> 31, | |||||
|---|---|---|---|---|---|---|
| In 000€ | 2024 | 2023 | ||||
| Assets | ||||||
| Non-current assets | ||||||
| Goodwill | 43,355 | 43,158 | ||||
| Intangible assets | 30,987 | 31,464 | ||||
| Property, plant & equipment | 104,856 | 95,400 | ||||
| Right-of-Use assets | 7,889 | 8,102 | ||||
| Deferred tax assets | 2,673 | 2,797 | ||||
| Investments in convertible loans | 3,931 | 3,744 | ||||
| Other non-current assets | 5,829 | 5,501 | ||||
| Total non-current assets | 199,520 | 190,166 | ||||
| Current assets | ||||||
| Inventories | 17,400 | 17,034 | ||||
| Trade receivables | 49,761 | 52,698 | ||||
| Other current assets | 11,814 | 9,161 | ||||
| Cash and cash equivalents | 116,163 | 127,573 | ||||
| Total current assets | 195,138 | 206,465 | ||||
| Total assets | 394,658 | 396,630 | ||||
| As of<br> September<br> 30, | As of<br> December<br> 31, | |||||
| --- | --- | --- | --- | --- | --- | --- |
| In 000€ | 2024 | 2023 | ||||
| Equity and liabilities | ||||||
| Equity | ||||||
| Share capital | 4,487 | 4,487 | ||||
| Share premium | 234,155 | 233,942 | ||||
| Retained earnings and other reserves | 8,419 | (1,783 | ) | |||
| Equity attributable to the owners of the parent | 247,061 | 236,646 | ||||
| Non-controlling interest | (72 | ) | (53 | ) | ||
| Total equity | 246,989 | 236,594 | ||||
| Non-current liabilities | ||||||
| Loans & borrowings | 23,880 | 33,582 | ||||
| Lease liabilities | 5,403 | 5,333 | ||||
| Deferred tax liabilities | 3,324 | 3,725 | ||||
| Deferred income | 6,528 | 10,701 | ||||
| Other non-current liabilities | 697 | 1,745 | ||||
| Total non-current liabilities | 39,832 | 55,086 | ||||
| Current liabilities | ||||||
| Loans & borrowings | 21,294 | 22,873 | ||||
| Lease liabilities | 2,460 | 2,610 | ||||
| Trade payables | 21,225 | 21,196 | ||||
| Tax payables | 2,924 | 1,777 | ||||
| Deferred income | 40,878 | 40,791 | ||||
| Other current liabilities | 19,056 | 15,703 | ||||
| Total current liabilities | 107,837 | 104,950 | ||||
| Total equity and liabilities | 394,658 | 396,630 |
Consolidated statement of cash flows (Unaudited)
| for the nine months<br> ended <br><br> September 30, | ||||||
|---|---|---|---|---|---|---|
| In 000€ | 2024 | 2023 | ||||
| Operating activities | ||||||
| Net (loss) profit for the period | 10,500 | 7,234 | ||||
| Non-cash and operational adjustments | 16,964 | 15,136 | ||||
| Depreciation of property plant & equipment | 11,370 | 11,162 | ||||
| Amortization of intangible assets | 4,838 | 5,046 | ||||
| Share-based payment expense | 213 | - | ||||
| Loss (gain) on disposal of intangible assets and property, plant<br> & equipment | (114 | ) | (401 | ) | ||
| Movement in provisions | 311 | (434 | ) | |||
| Movement reserve for bad debt and slow moving inventory | 202 | 445 | ||||
| Financial income | (5,492 | ) | (4,811 | ) | ||
| Financial expense | 4,066 | 3,389 | ||||
| Impact of foreign currencies | (15 | ) | (152 | ) | ||
| (Deferred) income taxes | 1,584 | 892 | ||||
| Working capital adjustments | (3,860 | ) | (3,601 | ) | ||
| Decrease (increase) in trade receivables and other receivables | 1,666 | 8,965 | ||||
| Decrease (increase) in inventories and contracts in progress | (672 | ) | (751 | ) | ||
| Increase (decrease) in deferred revenue | (4,284 | ) | (4,532 | ) | ||
| Increase (decrease) in trade payables and other payables | (569 | ) | (7,283 | ) | ||
| Income tax paid & Interest received | 1,635 | 1,194 | ||||
| Net cash flow from operating activities | 25,239 | 19,963 | ||||
| for the nine months<br> ended<br><br> September 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| In 000€ | 2024 | 2023 | ||||
| Investing activities | ||||||
| Purchase of property, plant & equipment | (17,305 | ) | (6,862 | ) | ||
| Purchase of intangible assets | (1,312 | ) | (2,448 | ) | ||
| Proceeds from the sale of<br> property, plant & equipment & intangible assets (net) | 232 | 645 | ||||
| Acquisition of subsidiary (net of cash) | (2,670 | ) | - | |||
| Net cash flow used in investing activities | (21,055 | ) | (8,665 | ) | ||
| Financing activities | ||||||
| Repayment of loans & borrowings | (11,470 | ) | (14,334 | ) | ||
| Repayment of leases | (2,314 | ) | (2,640 | ) | ||
| Capital increase | - | - | ||||
| Interest paid | (1,052 | ) | (1,334 | ) | ||
| Other financial income (expense) | (240 | ) | (25 | ) | ||
| Net cash flow from (used in) financing activities | (15,077 | ) | (18,334 | ) | ||
| Net increase/(decrease) of cash & cash equivalents | (10,892 | ) | (7,037 | ) | ||
| Cash & Cash equivalents at the beginning of the year | 127,573 | 140,867 | ||||
| Exchange rate differences on cash & cash equivalents | (517 | ) | 123 | |||
| Cash & cash equivalents at end of the period | 116,163 | 133,953 |
Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA(Unaudited)
| for the three months<br> ended<br> September 30, | for the nine months<br> ended<br><br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2024 | 2023 | 2024 | 2023 | ||||||||
| Net profit (loss) for the period | 3,038 | 4,013 | 10,500 | 7,234 | ||||||||
| Income taxes | 138 | (363 | ) | 1,607 | 886 | |||||||
| Financial expenses | 1,843 | 1,554 | 4,082 | 3,599 | ||||||||
| Financial income | (706 | ) | (2,873 | ) | (5,489 | ) | (4,987 | ) | ||||
| Depreciation and amortization | 5,487 | 5,527 | 16,241 | 16,191 | ||||||||
| EBITDA | 9,800 | 7,857 | 26,941 | 22,923 | ||||||||
| Share-based compensation expense (1) | 71 | - | 213 | - | ||||||||
| Acquisition-related expenses of business combinations<br> (2) | 24 | - | 24 | - | ||||||||
| Adjusted EBITDA | 9,895 | 7,857 | 27,178 | 22,923 | ||||||||
| (1) Share-based compensation expense represents the cost of equity-settled and share-based payments to employees. | ||||||||||||
| --- | ||||||||||||
| (2) Acquisition-related expenses of business combinations represent expenses incurred in<br> connection with the acquisition of Feops. |
Reconciliation of Net Profit (Loss) to EBIT and Adjusted EBIT (Unaudited)
| for the three months<br> ended<br> September 30, | for the nine months<br> ended <br><br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2024 | 2023 | 2024 | 2023 | ||||||||
| Net profit (loss) for the period | 3,038 | 4,013 | 10,500 | 7,234 | ||||||||
| Income taxes | 138 | (363 | ) | 1,607 | 886 | |||||||
| Financial expenses | 1,843 | 1,554 | 4,082 | 3,599 | ||||||||
| Financial income | (706 | ) | (2,873 | ) | (5,489 | ) | (4,987 | ) | ||||
| EBIT | 4,313 | 2,330 | 10,700 | 6,732 | ||||||||
| Share-based compensation expense (1) | 71 | - | 213 | - | ||||||||
| Acquisition-related expenses of business combinations<br> (2) | 24 | - | 24 | - | ||||||||
| Adjusted EBIT | 4,408 | 2,330 | 10,937 | 6,732 |
(1) Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.
(2) Acquisition-related expenses of business combinations represent expenses incurred in connection with the acquisition of Feops.
Segment P&L (Unaudited)
| In 000€ | Materialise<br> Medical | Materialise<br> Software | Materialise<br> Manufacturing | Total<br> segments | Unallocated (1) | Consolidated | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended September 30, 2024 | ||||||||||||||||||
| Revenues | 30,197 | 11,111 | 27,344 | 68,652 | (0 | ) | 68,652 | |||||||||||
| Segment (adj) EBITDA | 9,895 | 1,975 | 701 | 12,572 | (2,677 | ) | 9,895 | |||||||||||
| Segment (adj) EBITDA % | 32.8 | % | 17.8 | % | 2.6 | % | 18.3 | % | 14.4 | % | ||||||||
| For the three months ended September 30, 2023 | ||||||||||||||||||
| Revenues | 24,263 | 10,811 | 25,056 | 60,130 | 0 | 60,130 | ||||||||||||
| Segment (adj) EBITDA | 7,143 | 1,781 | 1,074 | 9,998 | (2,141 | ) | 7,857 | |||||||||||
| Segment (adj) EBITDA % | 29.4 | % | 16.5 | % | 4.3 | % | 16.6 | % | 13.1 | % | ||||||||
| In 000€ | Materialise<br> Medical | Materialise<br> Software | Materialise<br> Manufacturing | Total<br> segments | Unallocated<br> (1) | Consolidated | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| For the nine months ended September 30, 2024 | ||||||||||||||||||
| Revenues | 84,522 | 32,775 | 83,789 | 201,085 | 0 | 201,085 | ||||||||||||
| Segment (adj) EBITDA | 26,015 | 4,439 | 4,648 | 35,103 | (7,925 | ) | 27,178 | |||||||||||
| Segment (adj) EBITDA % | 30.8 | % | 13.5 | % | 5.5 | % | 17.5 | % | 13.5 | % | ||||||||
| For the nine months ended September 30, 2023 | ||||||||||||||||||
| Revenues | 73,528 | 33,192 | 84,112 | 190,832 | 0 | 190,833 | ||||||||||||
| Segment (adj) EBITDA | 17,179 | 6,190 | 6,980 | 30,349 | (7,426 | ) | 22,923 | |||||||||||
| Segment (adj) EBITDA % | 23.4 | % | 18.7 | % | 8.3 | % | 15.9 | % | 12.0 | % |
(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<br> ended<br> September 30, | for the nine months<br> ended <br><br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2024 | 2023 | 2024 | 2023 | ||||||||
| Net profit (loss) for the period | 3,038 | 4,013 | 10,500 | 7,234 | ||||||||
| Income taxes | 138 | (363 | ) | 1,607 | 886 | |||||||
| Financial cost | 1,843 | 1,554 | 4,082 | 3,599 | ||||||||
| Financial income | (706 | ) | (2,873 | ) | (5,489 | ) | (4,987 | ) | ||||
| Operating (loss) profit | 4,313 | 2,330 | 10,700 | 6,732 | ||||||||
| Depreciation and amortization | 5,487 | 5,527 | 16,241 | 16,191 | ||||||||
| Corporate research and development | 912 | 604 | 2,675 | 2,063 | ||||||||
| Corporate headquarter costs | 2,454 | 2,399 | 7,537 | 7,636 | ||||||||
| Other operating income (expense) | (618 | ) | (862 | ) | (2,073 | ) | (2,274 | ) | ||||
| Segment EBITDA adjustments<br> (1) | 24 | 24 | ||||||||||
| Segment adjusted EBITDA | 12,572 | 9,998 | 35,103 | 30,349 |
(1) Acquisition-related expenses of business combinations represent expenses incurred in connection with the acquisition of Feops.
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: October 24, 2024