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MATERIALISE NV

MATERIALISE NVMTLS決算レポート

Nasdaq · 情報技術 · サービス-オフィス用ソフトウェア

Materialise NV, headquartered in Leuven, Belgium, is a company in the 3D printing / additive manufacturing sector.

What changed in MATERIALISE NV's 20-F — 2023 vs 2024

Top changes in MATERIALISE NV's 2024 20-F

424 paragraphs added · 416 removed · 354 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

91 edited+29 added−21 removed366 unchanged
Furthermore, future acquisitions or investments could pose numerous additional risks to our operations, including: ● problems integrating the purchased business, products, services or technologies; ● challenges in achieving strategic objectives, cost savings and other anticipated benefits; ● increases to our expenses; ● the potential write down of assets or goodwill acquired in the context of an acquisition or investment; ● due diligence investigations failing to discover undisclosed liabilities or risks affecting the acquired businesses; ● the assumption of significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; ● inability to maintain relationships with key customers, vendors and other business partners of our current or acquired businesses; ● diversion of management’s attention from their day-to-day responsibilities; 12 Table of Contents ● difficulty in maintaining controls, procedures and policies during the transition and integration; ● entrance into marketplaces where we have no or limited prior experience and where competitors have stronger marketplace positions; ● potential loss of key employees, particularly those of the acquired entity; and ● historical financial information may no longer be representative or indicative of our results as a combined company.
Furthermore, future acquisitions or investments could pose numerous additional risks to our operations, including: ● problems integrating the purchased business, products, services or technologies; ● challenges in achieving strategic objectives, cost savings and other anticipated benefits; 12 Table of Contents ● increases to our expenses; ● the potential write down of assets or goodwill acquired in the context of an acquisition or investment; ● due diligence investigations failing to discover undisclosed liabilities or risks affecting the acquired businesses; ● the assumption of significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; ● inability to maintain relationships with key customers, vendors and other business partners of our current or acquired businesses; ● diversion of management’s attention from their day-to-day responsibilities; ● difficulty in maintaining controls, procedures and policies during the transition and integration; ● entrance into marketplaces where we have no or limited prior experience and where competitors have stronger marketplace positions; ● potential loss of key employees, particularly those of the acquired entity; and ● historical financial information may no longer be representative or indicative of our results as a combined company.
Our business processes have been and continue to be modified in order to incorporate the requirements of the GDPR. In addition, in connection with its withdrawal from the European Union, the United Kingdom implemented the GDPR as of January 1, 2021 (as it existed on December 31, 2020 but subject to certain U.K.-specific amendments), or U.K. GDPR.
Our business processes have been and continue to be modified in order to incorporate the requirements of the GDPR. In addition, in connection with its withdrawal from the European Union, the United Kingdom implemented the GDPR as of January 1, 2021 (as it existed on December 31, 2020 but subject to certain U.K.-specific amendments), or U.K.
Fluctuations in our results of operations and financial condition may occur due to a number of factors, including, but not limited to, those listed below and those identified throughout this annual report: ● our ability to continue, renew or replace relationships with key customers; ● the degree of market acceptance of our software and our products; ● the mix of software, products and services that we sell during any period, as well as the mix of the various markets in which we make sales during said periods; ● a decline in new or renewed licenses or maintenance contracts for our software, including from customers refusing to transition from perpetual to annual licensing models for our software or disruptions related to our deployment of cloud-based software solutions; ● delays in the introduction of new features; ● the entry of new competitors into our market; ● the development and degree of market acceptance of new competitive systems or processes by others; ● changes in our pricing policies or those of our competitors, including our responses to price competition; ● changes in the amount we spend in our marketing and other efforts; ● delays between our expenditures to develop, acquire or license new technologies and processes, and the generation of sales related thereto; ● the amounts we spend on, and the success rate of, our research and development activities; 7 Table of Contents ● changes in the regulatory environment, including changes in regulatory laws and regulations, and the interpretation thereof, applicable to our software programs, products or services; ● delays in obtaining regulatory approval for our products, services or software programs; ● interruptions to or other problems with our website and interactive user interface, information technology systems, manufacturing processes or other operations; ● general macroeconomic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing, including the adverse effects of global macroeconomic uncertainties including those related to the armed conflicts in Ukraine, Israel and the Middle East and the ongoing geopolitical tensions between the United States and China; and ● changes in accounting rules and tax laws .
Fluctuations in our results of operations and financial condition may occur due to a number of factors, including, but not limited to, those listed below and those identified throughout this annual report: ● our ability to continue, renew or replace relationships with key customers; ● the degree of market acceptance of our software and our products; ● the mix of software, products and services that we sell during any period, as well as the mix of the various markets in which we make sales during said periods; ● a decline in new or renewed licenses or maintenance contracts for our software, including from customers refusing to transition from perpetual to annual licensing models for our software or disruptions related to our deployment of cloud-based software solutions; ● delays in the introduction of new features; ● the entry of new competitors into our market; ● the development and degree of market acceptance of new competitive systems or processes by others; ● changes in our pricing policies or those of our competitors, including our responses to price competition; ● changes in the amount we spend in our marketing and other efforts; ● delays between our expenditures to develop, acquire or license new technologies and processes, and the generation of sales related thereto; ● the amounts we spend on, and the success rate of, our research and development activities; 7 Table of Contents ● changes in the regulatory environment, including changes in regulatory laws and regulations, and the interpretation thereof, applicable to our software programs, products or services; ● delays in obtaining regulatory approval for our products, services or software programs; ● interruptions to or other problems with our website and interactive user interface, information technology systems, manufacturing processes or other operations; ● changes in tariffs and trade restrictions; ● general macroeconomic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing, including the adverse effects of global macroeconomic uncertainties including those related to the armed conflicts in Ukraine, Israel and the Middle East and the ongoing geopolitical tensions between the United States and China; and ● changes in accounting rules and tax laws .
If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of the ADSs could decline, and we could be subject to sanctions or investigations by the Nasdaq Stock Market, the SEC or other regulatory authorities.
If we are unable to remedy the material weakness and conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of the ADSs could decline, and we could be subject to sanctions or investigations by the Nasdaq Stock Market, the SEC or other regulatory authorities.
Governmental and regulatory actions against us can result in various actions that could adversely impact our medical operations, including: ● the recall or seizure of products; ● the suspension or revocation of the authority necessary for the production or sale of a product; 21 Table of Contents ● the delay of our ability to introduce new products into the market; ● the suspension of shipments from particular manufacturing facilities; ● the issuance of warning letters or untitled letters; ● the imposition of operating restrictions; ● the imposition of injunctions, fines and penalties; ● the exclusion of our products from being reimbursed by healthcare programs in the European Union or U.S. federal and state healthcare programs (such as Medicare, Medicaid, Veterans Administration health programs and Civilian Health and Medical Program of the Uniformed Services); ● the delay or denial of customs clearance of our products for import in certain jurisdictions; and ● other civil or criminal sanctions against us.
Governmental and regulatory actions against us can result in various actions that could adversely impact our medical operations, including: ● the recall or seizure of products; ● the suspension or revocation of the authority necessary for the production or sale of a product; ● the delay of our ability to introduce new products into the market; 22 Table of Contents ● the suspension of shipments from particular manufacturing facilities; ● the issuance of warning letters or untitled letters; ● the imposition of operating restrictions; ● the imposition of injunctions, fines and penalties; ● the exclusion of our products from being reimbursed by healthcare programs in the European Union or U.S. federal and state healthcare programs (such as Medicare, Medicaid, Veterans Administration health programs and Civilian Health and Medical Program of the Uniformed Services); ● the delay or denial of customs clearance of our products for import in certain jurisdictions; and ● other civil or criminal sanctions against us.
Inflation has had and may continue to have an adverse effect on our results. Inflationary pressures negatively impacted our operating margins and net income in fiscal 2022 and 2023, including increasing the costs of labor, energy, materials, and freight. We implemented price increases on many of our products and services in 2022 and 2023.
Inflation has had and may continue to have an adverse effect on our results. Inflationary pressures negatively impacted our operating margins and net income in fiscal 2022, 2023 and 2024, including increasing the costs of labor, energy, materials, and freight. We implemented price increases on many of our products and services in 2022, 2023 and 2024.
We may not be successful in our artificial intelligence and machine learnng initiatives, which could adversely affect our business, reputation or financial results. We have recently begun incorporating generative artificial intelligence (or AI) and machine learning (or ML) into our programs and platforms, particularly in the Materialise Medical segment.
We may not be successful in our artificial intelligence and machine learning initiatives, which could adversely affect our business, reputation or financial results. We have recently begun incorporating generative artificial intelligence (or AI) and machine learning (or ML) into our programs and platforms, particularly in the Materialise Medical segment.
Our inability to continue to develop or maintain these relationships in the future could harm our ability to remain competitive in existing markets and expand into other markets. ● Our revenue and results of operations may fluctuate. ● Inflation has had and may continue to have an adverse effect on our results. ● Demand for additive manufacturing generally and our additive manufacturing software solutions, products and services in particular may not increase adequately, or at all. ● We are dependent upon sales to certain industries. ● If our relationships with suppliers, including with limited source suppliers of consumables, were to terminate or our manufacturing arrangements were to be disrupted, our business could be adversely affected. 3 Table of Contents ● The dominant software subscription model in the industrial sector is changing, and we may not be successful in developing and deploying a cloud-based platform to offer our software. ● We may not be able to successfully adapt our software offering to the changing needs of the additive manufacturing market. ● We depend on the knowledge and skills of key personnel throughout our entire organization, and if we are unable to retain and motivate them or recruit additional qualified personnel, our operations could suffer. ● We may need to raise additional capital from time to time in order to meet our growth strategy and may be unable to do so on attractive terms, or at all. ● As a result of the armed conflict in Ukraine, our supporting operations in Kyiv are expected to continue to be subject to continuous reorganization, uncertainty and instability. ● Our international operations pose currency risks, which may adversely affect our results of operations and net income. ● Our international operations subject us to various risks, and our failure to manage these risks could adversely affect our results of operations. ● We may engage in acquisitions or investments that could disrupt our business, cause dilution to our shareholders and harm our financial condition and results of operations. ● We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third parties that may not result in the development of commercially viable products or the generation of significant future revenue. ● Failure to comply with applicable anti-corruption and trade sanctions legislation could result in fines, criminal penalties and an adverse effect on our business. ● Errors or defects in our software or other products could cause us to incur additional costs, lose revenue and business opportunities, damage our reputation and expose us to potential liability. ● We rely on our information technology systems to manage numerous aspects of our business and customer and supplier relationships, and a disruption of these systems could adversely affect our results of operations. ● A breach of security in our products or computer systems may compromise the integrity of our products, harm our reputation, create additional liability and adversely impact our financial results. ● If our service center operations are disrupted, sales of our 3D printing services, including the medical devices that we print, may be affected, which could have an adverse effect on our results of operations. ● Our failure to adequately address current and emerging sustainability risks, including environmental, social and governance (ESG) matters, could have a material adverse effect on our business, financial condition and results of operations.
Our inability to continue to develop or maintain these relationships in the future could harm our ability to remain competitive in existing markets and expand into other markets. ● Our revenue and results of operations may fluctuate. ● Inflation has had and may continue to have an adverse effect on our results. ● Demand for additive manufacturing generally and our additive manufacturing software solutions, products and services in particular may not increase adequately, or at all. ● We are dependent upon sales to certain industries. ● If our relationships with suppliers, including with limited source suppliers of consumables, were to terminate or our manufacturing arrangements were to be disrupted, our business could be adversely affected. 3 Table of Contents ● The dominant software subscription model in the industrial sector is changing, and we may not be successful in developing and deploying a cloud-based platform to offer our software. ● We may not be able to successfully adapt our software offering to the changing needs of the additive manufacturing market. ● We depend on the knowledge and skills of key personnel throughout our entire organization, and if we are unable to retain and motivate them or recruit additional qualified personnel, our operations could suffer. ● We may need to raise additional capital from time to time in order to meet our growth strategy and may be unable to do so on attractive terms, or at all. ● As a result of the armed conflict in Ukraine, our supporting operations in Kyiv are expected to continue to be subject to continuous reorganization, uncertainty and instability. ● Our international operations pose currency risks, which may adversely affect our results of operations and net income. ● Our international operations subject us to various risks, including risks related to potential political instability and regulatory and policy changes and uncertainty in the United States, and our failure to manage these risks could adversely affect our results of operations. ● We may engage in acquisitions or investments that could disrupt our business, cause dilution to our shareholders and harm our financial condition and results of operations. ● We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third parties that may not result in the development of commercially viable products or the generation of significant future revenue. ● Failure to comply with applicable anti-corruption and trade sanctions legislation could result in fines, criminal penalties and an adverse effect on our business. ● Errors or defects in our software or other products could cause us to incur additional costs, lose revenue and business opportunities, damage our reputation and expose us to potential liability. ● We rely on our information technology systems to manage numerous aspects of our business and customer and supplier relationships, and a disruption of these systems could adversely affect our results of operations. ● A breach of security in our products or computer systems may compromise the integrity of our products, harm our reputation, create additional liability and adversely impact our financial results. ● If our service center operations are disrupted, sales of our 3D printing services, including the medical devices that we print, may be affected, which could have an adverse effect on our results of operations. ● Our failure to adequately address current and emerging sustainability risks, including environmental, social and governance (ESG) matters, could have a material adverse effect on our business, financial condition and results of operations.
However, there can be no assurance that we will be able to: ● maintain and enhance the market share of our current products, services and technologies; ● enhance our existing products, services and technologies; ● develop new products, services and technologies that address the increasingly sophisticated and varied needs of prospective end-users (including in the emerging market of using additive manufacturing for end use parts instead of prototypes and the trend of offering more cloud-enabled software solutions); ● respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis; ● adequately protect our intellectual property as we develop new products, services and technologies and anticipate intellectual property claims from third parties. 5 Table of Contents The research and development programs that we are currently engaged in, or that we may establish in the future, may not be successful and our significant investments in these programs may be lost.
However, there can be no assurance that we will be able to: ● maintain and enhance the market share of our current products, services and technologies; ● enhance our existing products, services and technologies; ● develop new products, services and technologies that address the increasingly sophisticated and varied needs of prospective end-users (including the increased use of additive manufacturing for personalized solutions and end use parts instead of prototypes and the trend of offering more cloud-enabled software solutions); ● respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis; ● adequately protect our intellectual property as we develop new products, services and technologies and anticipate intellectual property claims from third parties. 5 Table of Contents The research and development programs that we are currently engaged in, or that we may establish in the future, may not be successful and our significant investments in these programs may be lost.
The failure by a manufacturer to comply with applicable statutes and regulations administered by the FDA and other regulatory bodies, or the failure to timely and adequately respond to any adverse inspectional observations or product safety issues, could result in, among other things, any of the following enforcement actions: ● untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties; ● customer notifications or repair, replacement, refunds, recall, detention or seizure of our medical products; ● operating restrictions or partial suspension or total shutdown of production; ● refusing or delaying requests for 510(k) clearance or PMA of new products or modified products; ● withdrawing 510(k) clearances or PMAs that have already been granted; 25 Table of Contents ● refusal to grant export approval for our medical products; or ● criminal prosecution.
The failure by a manufacturer to comply with applicable statutes and regulations administered by the FDA and other regulatory bodies, or the failure to timely and adequately respond to any adverse inspectional observations or product safety issues, could result in, among other things, any of the following enforcement actions: ● untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties; ● customer notifications or repair, replacement, refunds, recall, detention or seizure of our medical products; ● operating restrictions or partial suspension or total shutdown of production; ● refusing or delaying requests for 510(k) clearance or PMA of new products or modified products; ● withdrawing 510(k) clearances or PMAs that have already been granted; ● refusal to grant export approval for our medical products; or ● criminal prosecution.
In addition, in Belgium, the salaries of our employees are indexed to inflation increases by law and, as a result, in can be difficult to keep our sales prices aligned with increases in our labor costs.
In addition, in Belgium, the salaries of our employees are indexed to inflation increases by law and, as a result, it can be difficult to keep our sales prices aligned with increases in our labor costs.
To the extent such securities are exercised, additional ordinary shares will be issued, which would dilute the ownership of existing shareholders. 30 Table of Contents You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote. ​ Except as described in the deposit agreement related to the ADSs, holders of ADSs are not able to exercise voting rights attaching to the ordinary shares evidenced by the ADSs on an individual basis.
To the extent such securities are exercised, additional ordinary shares will be issued, which would dilute the ownership of existing shareholders. 32 Table of Contents You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote. ​ Except as described in the deposit agreement related to the ADSs, holders of ADSs are not able to exercise voting rights attaching to the ordinary shares evidenced by the ADSs on an individual basis.
As a consequence of these facts, there can be no assurance as to whether dividends or other distributions will be paid out in the future or, if they are paid, their amount. 31 Table of Contents As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than U.S. domestic issuers.
As a consequence of these facts, there can be no assurance as to whether dividends or other distributions will be paid out in the future or, if they are paid, their amount. 33 Table of Contents As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than U.S. domestic issuers.
Any recall or FDA requirement that we seek additional approvals or clearances could result in significant delays, fines, increased costs associated with modification of a product, loss of revenue and potential operating restrictions imposed by the FDA. 22 Table of Contents Healthcare policy changes, including legislation to reform the U.S. healthcare system, could adversely affect us.
Any recall or FDA requirement that we seek additional approvals or clearances could result in significant delays, fines, increased costs associated with modification of a product, loss of revenue and potential operating restrictions imposed by the FDA. 23 Table of Contents Healthcare policy changes, including legislation to reform the U.S. healthcare system, could adversely affect us.
Our medical products are subject to rigorous regulation by the European Commission, the U.S. Food and Drug Administration, or the FDA, and numerous other applicable governmental authorities.
Our medical products are subject to rigorous regulation by the European Commission, the U.S. Food and Drug Administration, (FDA), and numerous other applicable governmental authorities.
If these inflationary pressures continue, our revenue, gross and operating margins and net income may be impacted in fiscal 2024 as well, which would harm our results of operations. Demand for additive manufacturing generally and our additive manufacturing software solutions, products and services in particular may not increase adequately, or at all.
If these inflationary pressures continue, our revenue, gross and operating margins and net income may be impacted in fiscal 2025 as well, which would harm our results of operations. Demand for additive manufacturing generally and our additive manufacturing software solutions, products and services in particular may not increase adequately, or at all.
For example, the existence of inflation in certain economies has resulted in, and may continue to result in, rising interest rates and capital costs, supply shortages, increased costs of labor, components, manufacturing and freight costs, as well as weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience cost increases.
For example, the existence of inflation in certain economies has resulted in, and may continue to result in, fluctuating interest rates and capital costs, supply shortages, increased costs of labor, components, manufacturing and freight costs, as well as weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience cost increases.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. Accordingly, we will next make a determination with respect to our foreign private issuer status on June 30, 2024. There is a risk that we will lose our foreign private issuer status in the future.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. Accordingly, we will next make a determination with respect to our foreign private issuer status on June 30, 2025. There is a risk that we will lose our foreign private issuer status in the future.
Operating and Financial Review and Prospects—D. Trend Information” of this annual report a discussion, based on our current assessment of the armed conflict in Ukraine, of how our business, results of operations, and financial condition could be impacted during fiscal 2024, this discussion should be considered as uncertain.
Operating and Financial Review and Prospects—D. Trend Information” of this annual report a discussion, based on our current assessment of the armed conflict in Ukraine, of how our business, results of operations, and financial condition could be impacted during fiscal 2025, this discussion should be considered as uncertain.
We would lose our foreign private issuer status if, for example, more than 50% of our assets are located in the United States and more than 50% of our outstanding ordinary shares are held of record by U.S. residents. As of December 31, 2023, 3% of our assets were located in the United States.
We would lose our foreign private issuer status if, for example, more than 50% of our assets are located in the United States and more than 50% of our outstanding ordinary shares are held of record by U.S. residents. As of December 31, 2024, 3% of our assets were located in the United States.
Our reliance on a limited number of vendors involves a number of risks, including: ● potential shortages of some key consumables or other components; 8 Table of Contents ● printed material performance or quality shortfalls, if traceable to particular consumables or other components, since the supplier of the faulty consumable or component cannot readily be replaced; ● discontinuation of a consumable or other component on which we rely; ● potential insolvency of these vendors; and ● reduced control over delivery schedules , manufacturing capabilities, quality and costs.
Our reliance on a limited number of vendors involves a number of risks, including: ● potential shortages of some key consumables or other components; ● printed material performance or quality shortfalls, if traceable to particular consumables or other components, since the supplier of the faulty consumable or component cannot readily be replaced; ● discontinuation of a consumable or other component on which we rely; ● potential insolvency of these vendors; and ● reduced control over delivery schedules , manufacturing capabilities, quality and costs.
The laws and regulations, including the requirements for approvals, certifications or registrations and the time required for regulatory review, vary from country to country. For example, to market our medical products within the member states of the European Union, we are required to comply with the European Medical Device Directive.
The laws and regulations, including the requirements for approvals, certifications or registrations and the time required for regulatory review, vary from country to country. For example, to market our medical products within the member states of the European Union, we are required to comply with the European Medical Device Regulation.
Under the European Medical Device Directive, all medical devices except custom-made and investigational devices must bear the CE mark. To obtain authorization to affix the CE mark to our medical products, a recognized European notified body must assess our quality systems and the product’s conformity to the requirements of the European Medical Device Directive.
Under the European Medical Device Regulation, all medical devices except custom-made and investigational devices must bear the CE mark. To obtain authorization to affix the CE mark to our medical products, a recognized European notified body must assess our quality systems and the product’s conformity to the requirements of the European Medical Device Regulation.
The failure to meet these expectations can have adverse consequences, such as: active product delisting, negative non-governmental organization campaigns, loss of market share, omission from sustainability indices and adverse public perception or publicity; ● Increased mandatory sustainability due-diligence and non-financial reporting and disclosure obligations, requiring businesses to take appropriate action or face regulatory penalties.
The failure to meet these expectations can have adverse consequences, such as: active product delisting, negative non-governmental organization campaigns, loss of market share, omission from sustainability indices and adverse public perception or publicity; 20 Table of Contents ● Increased mandatory sustainability due-diligence and non-financial reporting and disclosure obligations, requiring businesses to take appropriate action or face regulatory penalties.
We monitor, on an ongoing basis, whether our proprietary software, including that in our 3D printing software, would make use of any open source software that could require us to disclose our proprietary source code, which could adversely affect our business. Risks Related to the ADSs The ADSs may experience price and volume fluctuations.
We monitor, on an ongoing basis, whether our proprietary software, including that in our 3D printing software, would make use of any open-source software that could require us to disclose our proprietary source code, which could adversely affect our business. 30 Table of Contents Risks Related to the ADSs The ADSs may experience price and volume fluctuations.
We are investigating and are undertaking appropriate steps to mitigate the risks associated with these evolving data privacy laws and data transfer requirements. 19 Table of Contents In addition, the use and disclosure of personal health and other private information is subject to regulation in other jurisdictions in which we do business or expect to do business in the future.
We are investigating and are undertaking appropriate steps to mitigate the risks associated with these evolving data privacy laws and data transfer requirements. In addition, the use and disclosure of personal health and other private information is subject to regulation in other jurisdictions in which we do business or expect to do business in the future.
Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital, distract management from operating our business, and may harm our reputation and financial results. In the EEA, we must comply with the E.U.
Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital, distract management from operating our business, and may harm our reputation and financial results. 25 Table of Contents In the EEA, we must comply with the E.U.
While we expect to suffer adverse effects, the severity is currently impossible to assess. 11 Table of Contents Our international operations pose currency risks, which may adversely affect our results of operations and net income. Our results of operations may be affected by volatility in currency exchange rates and our ability to effectively manage our currency transaction risks.
While we expect to suffer adverse effects, the severity is currently impossible to assess. Our international operations pose currency risks, which may adversely affect our results of operations and net income. Our results of operations may be affected by volatility in currency exchange rates and our ability to effectively manage our currency transaction risks.
We face significant operational risks as a result of doing business internationally, including, among others: ● fluctuations in foreign currency exchange rates; ● potentially longer sales and payment cycles; ● potentially greater difficulties in collecting accounts receivable; ● potentially adverse tax consequences, including liabilities imposed from inconsistent enforcement; ● challenges in providing solutions across a significant distance, in different languages and among different cultures; ● the impact of global public health crises, pandemics and epidemics; ● transportation delays; ● becoming subject to the different, complex and changing laws, regulations and court systems of multiple jurisdictions and compliance with a wide variety of foreign laws, treaties and regulations; 10 Table of Contents ● reduced protection of, or significant difficulties in enforcing, intellectual property rights in certain countries; ● difficulties in staffing and managing foreign operations, particularly in new geographic locations; ● restrictions imposed by local labor practices and laws on our business and operations, including unilateral cancellation or modification of contracts; ● expropriation or nationalization of property; ● rapid changes in global government, economic and political policies and conditions, political or civil unrest or instability, terrorism or pandemics, epidemics and other similar outbreaks or events, such as the armed conflicts in Ukraine, Israel and the Middle East and the ongoing geopolitical tensions between the United States and China; ● operating in countries with a higher incidence of corruption and fraudulent business practices; ● seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe; ● costs and difficulties of customizing products for foreign countries; and ● tariffs, export controls, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets.
We face significant operational risks as a result of doing business internationally, including, among others: ● fluctuations in foreign currency exchange rates; ● potentially longer sales and payment cycles; ● potentially greater difficulties in collecting accounts receivable; ● potentially adverse tax consequences, including liabilities imposed from inconsistent enforcement; ● challenges in providing solutions across a significant distance, in different languages and among different cultures; ● the impact of global public health crises, pandemics and epidemics; ● transportation delays; ● becoming subject to the different, complex and changing laws, regulations and court systems of multiple jurisdictions and compliance with a wide variety of foreign laws, treaties and regulations; 10 Table of Contents ● reduced protection of, or significant difficulties in enforcing, intellectual property rights in certain countries; ● difficulties in staffing and managing foreign operations, particularly in new geographic locations; ● restrictions imposed by local labor practices and laws on our business and operations, including unilateral cancellation or modification of contracts; ● expropriation or nationalization of property; ● potential political instability in the United States stemming from the ongoing polarization of U.S. politics and shifts in leadership, and regulatory and policy changes and uncertainty resulting from the U.S. presidential administration; ● rapid changes in global government, economic and political policies and conditions, political or civil unrest or instability, terrorism or pandemics, epidemics and other similar outbreaks or events, such as the armed conflicts in Ukraine, Israel and the Middle East and the ongoing geopolitical tensions between the United States and China; ● operating in countries with a higher incidence of corruption and fraudulent business practices; ● seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe; ● costs and difficulties of customizing products for foreign countries; and ● tariffs, export controls, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets.
In addition, there may be issues related to this infrastructure that are not identified during the design and implementation phases, which may only become evident after we have started to fully utilize the underlying equipment, that could further degrade the user experience or increase our costs. 17 Table of Contents We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.
In addition, there may be issues related to this infrastructure that are not identified during the design and implementation phases, which may only become evident after we have started to fully utilize the underlying equipment, that could further degrade the user experience or increase our costs. We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.
Any of these could result in a material decline in the price of the ADSs. Members of our board of directors and senior management own a significant percentage of our ordinary shares and are able to exert significant influence over matters subject to shareholder approval.
Any of these could result in a material decline in the price of the ADSs. 31 Table of Contents Members of our board of directors and senior management own a significant percentage of our ordinary shares and are able to exert significant influence over matters subject to shareholder approval.
Obtaining and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements. Periodic maintenance fees on any issued patent are due to be paid to governmental patent agencies, including the U.S.
Obtaining and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements. Periodic maintenance fees on pending patent applications and issued patents are due to be paid to governmental patent agencies, including the U.S.
As a result, you may be unable to transfer your ADSs when you wish to. If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.
As a result, you may be unable to transfer your ADSs when you wish to. 35 Table of Contents If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.
In general, we conduct our business, earn revenue and incur costs in the local currency of the countries in which we operate. During the year ended December 31, 2023, 66% of our revenue was generated, and approximately 77% of our total costs were incurred in euros. As we continue to expand internationally, our exposure to currency risks may increase.
In general, we conduct our business, earn revenue and incur costs in the local currency of the countries in which we operate. During the year ended December 31, 2024, 64% of our revenue was generated, and approximately 77% of our total costs were incurred in euros. As we continue to expand internationally, our exposure to currency risks may increase.
We are dependent upon sales to certain industries. Our revenue from products is currently relatively concentrated in the industrial and medical industries, and particularly in the automotive/aerospace and orthopedic/cranio-maxillofacial segments within such industries, respectively, and we expect additional growth to come from certain other specific markets, such as the eyewear and footwear markets.
We are dependent upon sales to certain industries. Our revenue from products is currently relatively concentrated in the industrial and medical industries, and particularly in the automotive/aerospace and orthopedic/cranio-maxillofacial segments within such industries, respectively, and we expect additional growth to come from certain other specific markets, such as the cardiac and pulmonary markets.
In addition, the relevant authority could take enforcement action for failing to report the recalls when they were conducted. 24 Table of Contents Alternative medical solutions could outperform the solutions we offer, rendering our solutions obsolete. Our Materialise Medical segment products and services compete with other innovative technologies that offer similar medical solutions.
In addition, the relevant authority could take enforcement action for failing to report the recalls when they were conducted. Alternative medical solutions could outperform the solutions we offer, rendering our solutions obsolete. Our Materialise Medical segment products and services compete with other innovative technologies that offer similar medical solutions.
Federal income tax law applicable to owners of CFCs. Therefore, we would advise our 10% U.S. shareholders (if any) and persons considering becoming 10% U.S. shareholders to consult their tax advisors regarding the U.S. Federal income tax law applicable to owners of CFCs.
Federal income tax law applicable to owners of CFCs. Therefore, we would advise our 10% U.S. shareholders (if any) and persons considering becoming 10% U.S. shareholders to consult their tax advisors regarding the U.S. Federal income tax law applicable to owners of CFCs. 38 Table of Contents
These factors include: ● changes in macroeconomic or market conditions or trends in our industry or markets, such as inflation, recessions, the continued rise in interest rates, ongoing supply chain shortages, actual or perceived instability in the global banking system, the results of local and national elections, international currency fluctuations, epidemics and pandemics, corruption, political instability and acts of war, such as the armed conflicts in Ukraine, Israel and the Middle East, or terrorism; ● significant volatility in the market price and trading volume of securities of companies in our sector, which is not necessarily related to the operating performance of these companies; 29 Table of Contents ● the mix of products that we sell, and related services that we provide, during any period; ● delays between our expenditures to develop and market new products and the generation of sales from those products; ● changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; ● changes in our expenditures to promote our products and services; ● success or failure of research and development projects of us or our competitors; ● announcements of acquisitions by us or one of our competitors; ● the general tendency towards volatility in the market prices of shares of companies that rely on technology and innovation; ● changes in regulatory policies or tax guidelines; ● changes or perceived changes in earnings or variations in operating results; and ● any shortfall in revenue or net income from levels expected by investors or securities analysts.
These factors include: ● changes in macroeconomic or market conditions or trends in our industry or markets, such as inflation, recessions, the continued fluctuating in interest rates, ongoing supply chain shortages, actual or perceived instability in the global banking system, changes in tariffs and trade restrictions, the results of local and national elections (including policy changes resulting from the U.S. presidential administration), international currency fluctuations, epidemics and pandemics, corruption, political instability and acts of war, such as the armed conflicts in Ukraine, Israel and the Middle East, or terrorism; ● significant volatility in the market price and trading volume of securities of companies in our sector, which is not necessarily related to the operating performance of these companies; ● the mix of products that we sell, and related services that we provide, during any period; ● delays between our expenditures to develop and market new products and the generation of sales from those products; ● changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; ● changes in our expenditures to promote our products and services; ● success or failure of research and development projects of us or our competitors; ● announcements of acquisitions by us or one of our competitors; ● the general tendency towards volatility in the market prices of shares of companies that rely on technology and innovation; ● changes in regulatory policies or tax guidelines; ● changes or perceived changes in earnings or variations in operating results; and ● any shortfall in revenue or net income from levels expected by investors or securities analysts.
If we or our licensors fail to maintain the patents and patent applications covering our products and processes, our competitive position could be adversely affected. We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets.
If we or our licensors fail to maintain the patents and patent applications covering our products and processes, our competitive position could be adversely affected. 29 Table of Contents We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets.
Current macroeconomic events that could impact us include, but are not limited to the following: ● geopolitical instability resulting from, among other factors, the armed conflicts in Ukraine Israel and the Middle East and the ongoing geopolitical tensions between the United States and China; ● the risk of potential recessions, continued rising interest rates, inflation and labor shortages in Europe and the United States; ● actual or perceived instability in the global banking system; ● disruptions caused by global health crises, pandemics and epidemics and related responses thereto in certain economies and markets; and ● in general, the economic and political challenges faced by, among others, China, certain Eurozone countries and the United States.
Current macroeconomic events that could impact us include, but are not limited to the following: ● geopolitical instability resulting from, among other factors, the armed conflicts in Ukraine Israel and the Middle East and the ongoing geopolitical tensions between the United States and China; ● the risk of potential recessions, continued fluctuating interest rates, inflation and labor shortages in Europe and the United States; ● changes in tariffs and trade restrictions; ● actual or perceived instability in the global banking system; 18 Table of Contents ● disruptions caused by global health crises, pandemics and epidemics and related responses thereto in certain economies and markets; and ● in general, the economic and political challenges faced by, among others, China, certain Eurozone countries and the United States.
In ensuring continued compliance with the E.U. regime, our transfer of any personal data from the European Union to the United States must be done in a manner which satisfies E.U. cross-border data transfer requirements. The E.U.-U.S.
GDPR. 19 Table of Contents In ensuring continued compliance with the E.U. regime, our transfer of any personal data from the European Union to the United States must be done in a manner which satisfies E.U. cross-border data transfer requirements. The E.U.-U.S.
Any future payments of cash dividends on shares will be denominated in euro. The U.S. dollar—or other currency—equivalent of any dividends paid on our shares or received in connection with any sale of our shares could be adversely affected by the depreciation of the euro against these other currencies.
The U.S. dollar—or other currency—equivalent of any dividends paid on our shares or received in connection with any sale of our shares could be adversely affected by the depreciation of the euro against these other currencies.
Any of the foregoing could adversely affect our business, reputation, or financial results. 16 Table of Contents If businesses do not continue to adopt our platform for any of the reasons discussed above or for other reasons not contemplated, our sales would not grow as quickly as anticipated, or at all, and our business, operating results, and financial condition would be adversely affected.
If businesses do not continue to adopt our platform for any of the reasons discussed above or for other reasons not contemplated, our sales would not grow as quickly as anticipated, or at all, and our business, operating results, and financial condition would be adversely affected.
In addition, extreme weather and other natural disasters may become more intense or more frequent as a result of climate change. Depending on the cause of the disruption, we could incur significant costs to remedy the disruption and resume providing 3D printing services. Such a disruption could have an adverse effect on our results of operations.
In addition, extreme weather and other natural disasters may become more intense or more frequent as a result of climate change. Depending on the cause of the disruption, we could incur significant costs to remedy the disruption and resume providing 3D printing services.
Based on outstanding granted warrants, as of December 31, 2023, there were outstanding granted warrants to subscribe for an aggregate of 423,452 ordinary shares at a weighted average exercise price of €5.39 per share. The warrants likely will be exercised if the market price of the ADSs equals or exceeds the applicable exercise price.
Based on outstanding granted warrants, as of December 31, 2024, there were outstanding granted warrants to subscribe for an aggregate of 362,600 ordinary shares at a weighted average exercise price of €4.94 per share. The warrants likely will be exercised if the market price of the ADSs equals or exceeds the applicable exercise price.
If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us.
We have identified a material weakness in our internal controls over financial reporting and if we fail to establish and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us.
Although our operations in Kyiv nearly ceased in the first quarter of 2022, we have since been able to gradually reorganize the internal services provided from that region through a combination of measures, including Ukrainian collaborators who have fled to other regions in their country now working from home, support provided by existing (and often enlarged) Materialise teams in other regions, the relocation of a number of Ukrainian collaborators outside of Ukraine, and, circumstances permitting, services provided from our Kyiv office, which we have re-opened and accommodated to try to cope with the challenges resulting from the continuous military strikes on key infrastructure in the country.
Although our operations in Kyiv nearly ceased in the first quarter of 2022, we have since been able to gradually reorganize the internal services provided from that region through a combination of measures, including Ukrainian collaborators who have fled to other regions in their country now working from home, support provided by existing (and often enlarged) Materialise teams in other regions, the relocation of a number of Ukrainian collaborators outside of Ukraine, and, circumstances permitting, services provided from our Kyiv office, which we have re-opened and accommodated to try to cope with the challenges resulting from the continuous military strikes on key infrastructure in the country. 11 Table of Contents While our people in Ukraine have shown, and continue to show, incredible resilience and professionalism, the situation in Ukraine remains unstable and uncertain and is expected to continue to have an impact on our operations, both financially and operationally.
Although we try to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these employees have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’s former employer. 28 Table of Contents We are not aware of any threatened or pending claims related to these matters, but in the future, litigation may be necessary to defend against such claims.
Although we try to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these employees have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’s former employer.
Any of the above risks, together with any others which relate to our inability to address increased and emerging sustainability risks, could have a material adverse effect on our business, financial condition and results of operations.
Any of the above risks, together with any others which relate to our inability to address increased and emerging sustainability risks, could have a material adverse effect on our business, financial condition and results of operations. Further, our efforts to address current and emerging sustainability requirements could result in increased costs and divert management’s attention and resources from our business.
Members of our board of directors and senior management beneficially owned approximately 57.66% of our outstanding ordinary shares (including ordinary shares represented by ADSs), as of March 26, 2024.
Members of our board of directors and senior management beneficially owned approximately 58.60% of our outstanding ordinary shares (including ordinary shares represented by ADSs), as of March 28, 2025.
This legislation imposes significant obligations on providers and deployers of high risk AI systems, and encourages providers and deployers of AI systems to account for E.U. ethical principles in their development and use of these systems.
This legislation imposes significant obligations on providers and deployers of high risk AI systems, and encourages providers and deployers of AI systems to account for E.U. ethical principles in their development and use of these systems. If we develop or use AI or ML systems that are governed by the AI Act.
Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties or curtailment of operations in certain jurisdictions and might adversely affect our results of operations.
Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties or curtailment of operations in certain jurisdictions and might adversely affect our results of operations. In addition, actual or alleged violations could damage our reputation and ability to do business.
In addition, in the future there may continue to be additional proposals relating to the reform of the healthcare systems of the United States, the European Union, any individual Member State of the European Union or any other jurisdiction where we may operate. For example, the new E.U. Medical Device Regulation became effective on May 26, 2021.
In addition, in the future there may continue to be additional proposals relating to the reform of the healthcare systems of the United States, the European Union, any individual Member State of the European Union or any other jurisdiction where we may operate.
Additionally, if any of these industries or their respective suppliers or other providers of manufacturing services develop new technologies or alternatives to manufacture the products that are currently manufactured using our 3D printing software, products and services, it may adversely affect our results of operations.
Additionally, if any of these industries or their respective suppliers or other providers of manufacturing services develop new technologies or alternatives to manufacture the products that are currently manufactured using our 3D printing software, products and services, it may adversely affect our results of operations. 8 Table of Contents If our relationships with suppliers, including with limited source suppliers of consumables, were to terminate or our manufacturing arrangements were to be disrupted, our business could be adversely affected.
Memorandum and Articles of Association.” As a result of these differences between Belgian corporate law and our restated articles of association, on the one hand, and U.S. federal and state laws, on the other hand, in certain instances, you could receive less protection as a shareholder of our company than you would as a shareholder of a U.S. corporation. 34 Table of Contents As a foreign private issuer, we are not subject to certain Nasdaq Stock Market corporate governance rules applicable to U.S. listed companies.
Memorandum and Articles of Association.” As a result of these differences between Belgian corporate law and our restated articles of association, on the one hand, and U.S. federal and state laws, on the other hand, in certain instances, you could receive less protection as a shareholder of our company than you would as a shareholder of a U.S. corporation.
If rights are granted to our shareholders, as the case may be, but if by the terms of such rights offering or other transaction, or for any other reason, the depositary may not either make such rights available to any ADS holders or dispose of such rights and make the net proceeds available to such ADS holders, then the depositary may allow the rights to lapse, in which case ADS holders will receive no value for such rights. 35 Table of Contents Shareholders in jurisdictions with currencies other than the euro face additional investment risk from currency exchange rate fluctuations in connection with their holding of our shares.
If rights are granted to our shareholders, as the case may be, but if by the terms of such rights offering or other transaction, or for any other reason, the depositary may not either make such rights available to any ADS holders or dispose of such rights and make the net proceeds available to such ADS holders, then the depositary may allow the rights to lapse, in which case ADS holders will receive no value for such rights.
We rely on provisions in the Listing Rules of the Nasdaq Stock Market that permit us to follow our home country corporate governance practices with regard to certain aspects of corporate governance.
As a foreign private issuer, we are not subject to certain Nasdaq Stock Market corporate governance rules applicable to U.S. listed companies. We rely on provisions in the Listing Rules of the Nasdaq Stock Market that permit us to follow our home country corporate governance practices with regard to certain aspects of corporate governance.
As a result, it may not be possible for investors to effect service of process upon such persons or on us or to enforce against them or us a judgment obtained in U.S. courts.
All or a substantial portion of the assets of such non-resident persons and most of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process upon such persons or on us or to enforce against them or us a judgment obtained in U.S. courts.
Sophisticated software and complex 3D printed products may contain errors, defects or other performance problems at any point in the life of the product. If errors or defects are discovered in our current or future software or other products, we may not be able to correct them in a timely manner, or provide an adequate response to our customers.
If errors or defects are discovered in our current or future software or other products, we may not be able to correct them in a timely manner, or provide an adequate response to our customers.
It is impossible to predict whether legislative changes will be enacted or regulations, guidance or interpretations changed, and what the impact of such changes, if any, may be. For instance, in 2010, the U.S. Patient Protection and Affordable Care Act, as amended by the U.S.
It is impossible to predict whether legislative changes will be enacted or regulations, guidance or interpretations changed, and what the impact of such changes, if any, may be.
Further, these transactions and arrangements are contractual in nature and may be terminated or dissolved under the terms of the applicable agreements and, in such event, we may not continue to have rights to the products or access to the markets relating to such transaction or arrangement or may need to purchase such rights at a premium.
Further, these transactions and arrangements are contractual in nature and may be terminated or dissolved under the terms of the applicable agreements and, in such event, we may not continue to have rights to the products or access to the markets relating to such transaction or arrangement or may need to purchase such rights at a premium. 13 Table of Contents Failure to comply with applicable anti-corruption and trade sanctions legislation could result in fines, criminal penalties and an adverse effect on our business.
Any action against us for violation of these laws, even if we successfully defend against them, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. 26 Table of Contents Risks Related to Our Intellectual Property If we are unable to obtain patent protection for our products or otherwise protect our intellectual property rights, our business could suffer.
Any action against us for violation of these laws, even if we successfully defend against them, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.
As with many innovations, AI and ML present risks, challenges and unintended consequences that could impact our successful ability to incorporate the use of AI and ML in our business. For example, our algorithms may be flawed and not achieve sufficient levels of accuracy or contain biased information.
As with many innovations, AI and ML present risks, challenges and unintended consequences that could impact our successful ability to incorporate the use of AI and ML in our business.
If we do not protect our technology or are unable to develop new technology that can be protected by patents or as trade secrets, we may face increased competition from other companies, which may adversely affect our results of operations.
If we do not protect our technology or are unable to develop new technology that can be protected by patents or as trade secrets, we may face increased competition from other companies, which may adversely affect our results of operations. 28 Table of Contents We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third party claims as a result of litigation or other proceedings.
We have been and may in the future be subject or party, directly or indirectly, to claims, negotiations or complex, protracted litigation, arbitration or post-grant review proceedings in connection with the enforcement of our intellectual property and patent rights. 27 Table of Contents While we strive to avoid infringing the intellectual-property rights of third parties, we cannot provide any assurances that we will be able to avoid any claims, directed against us directly or against our collaboration partners or our other customers, that our products and technology, including the technology that we license from others, infringe the intellectual-property rights of third parties.
While we strive to avoid infringing the intellectual-property rights of third parties, we cannot provide any assurances that we will be able to avoid any claims, directed against us directly or against our collaboration partners or our other customers, that our products and technology, including the technology that we license from others, infringe the intellectual-property rights of third parties.
Our remediation efforts may not enable us to avoid a material weakness in the future. 32 Table of Contents We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future.
We cannot assure you that we will be able to remedy the material weakness in a timely fashion or at all, or that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future.
You should also be aware that the rights provided to our shareholders under Belgian corporate law and our restated articles of association differ in certain respects from the rights that you would typically enjoy as a shareholder of a U.S. corporation under applicable U.S. federal and state laws.
You should also be aware that the rights provided to our shareholders under Belgian corporate law and our restated articles of association differ in certain respects from the rights that you would typically enjoy as a shareholder of a U.S. corporation under applicable U.S. federal and state laws. 36 Table of Contents Under Belgian corporate law, except in certain limited circumstances, our shareholders may not ask for an inspection of our corporate records, while under Delaware corporate law any shareholder, irrespective of the size of his or her shareholdings, may do so.
If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs to decline. 33 Table of Contents It may be difficult for investors outside Belgium to serve process on or enforce foreign judgments against us or our directors and senior management.
If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs to decline.
In addition, a majority of our shareholders may release a director from any claim of liability we may have, including if he or she has acted in bad faith or has breached his or her duty of loyalty, provided, in some cases, that the relevant acts were specifically mentioned in the convening notice to the shareholders’ meeting deliberating on the discharge.
In addition, a majority of our shareholders may release a director from any claim of liability we may have, including if he or she has acted in bad faith or has breached his or her duty of loyalty, provided that the shareholders were fully informed and that the relevant acts are accurately reflected in the annual accounts, which were approved before discussing the discharge.
These provisions of the deposit agreement will limit the ability of holders of the ADSs to obtain recourse if we or the depositary fails to meet our respective obligations under the deposit agreement or if they wish to involve us or the depositary in a legal proceeding.
These provisions of the deposit agreement will limit the ability of holders of the ADSs to obtain recourse if we or the depositary fails to meet our respective obligations under the deposit agreement or if they wish to involve us or the depositary in a legal proceeding. 37 Table of Contents Investors may not be able to participate in equity offerings, and ADS holders may not receive any value for rights that we may grant.
If disputes arise, we could lose rights that are important to our business or be subject to restrictions on the conduct of our business. We have license agreements with respect to certain intellectual property that is important to our business and that may include exclusivity and non-competition undertakings.
We have license agreements with respect to certain intellectual property that is important to our business and that may include exclusivity and non-competition undertakings. Disputes may arise between the counterparties to these agreements and us that could result in termination of these agreements.
We currently use only a limited number of suppliers for several of the raw materials that we use for our printing activities.
We purchase consumables and other components that are used in our production from third party suppliers. We currently use only a limited number of suppliers for several of the raw materials that we use for our printing activities.
Our success depends, in part, on our ability to obtain patent protection for or maintain as trade secrets our proprietary products, technologies and inventions and to maintain the confidentiality of our trade secrets and know-how, operate without infringing upon the proprietary rights of others and prevent others from infringing upon our business proprietary rights.
Our success depends, in part, on our ability to obtain patent protection for or maintain as trade secrets our proprietary products, technologies and inventions and to maintain the confidentiality of our trade secrets and know-how, operate without infringing upon the proprietary rights of others and prevent others from infringing upon our business proprietary rights. 27 Table of Contents Despite our efforts to protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose or otherwise circumvent our technologies, software, inventions, processes or improvements.
Failure to comply with applicable anti-corruption and trade sanctions legislation could result in fines, criminal penalties and an adverse effect on our business. We operate in a number of countries throughout the world and we are committed to doing business in accordance with applicable anti-corruption laws.
We operate in a number of countries throughout the world and we are committed to doing business in accordance with applicable anti-corruption laws.
In the markets in which we operate, our medical promotional materials and training methods must comply with numerous applicable laws and regulations, including the prohibition on the promotion of a medical device for a use that has not been cleared or approved by the relevant regulator or supervisory body.
Such actions or liability could lead governmental agencies to conclude that our products or services are used improperly, all of which could significantly damage our reputation and could materially impair the continued adoption of our medical services and product offering in the market. 24 Table of Contents In the markets in which we operate, our medical promotional materials and training methods must comply with numerous applicable laws and regulations, including the prohibition on the promotion of a medical device for a use that has not been cleared or approved by the relevant regulator or supervisory body.
Our international operations subject us to various risks, and our failure to manage these risks could adversely affect our results of operations.
Our international operations subject us to various risks, including risks related to potential instability and regulatory and policy changes and uncertainty in the United States and our failure to manage these risks could adversely affect our results of operations.
Reductions in reimbursement levels or coverage or other cost-containment measures could unfavorably affect our future results of operations.
Governments, hospitals and other third party payors could reduce the amount of approved reimbursements for our products. Reductions in reimbursement levels or coverage or other cost-containment measures could unfavorably affect our future results of operations.
For example, the European Union’s Artifical Intelligence Act (or the AI Act) – the world’s first comprehensive AI law – is anticipated to enter into force in the spring of 2024 and, with some exceptions, become effective 24 months thereafter.
For example, the European Union’s Artificial Intelligence Act (or the AI Act) – the world’s first comprehensive AI law – was entered into force in 2024 and, with some exceptions, becomes effective in 2026.
In addition, certain of our customer agreements may require us to promptly report security breaches involving their data on our systems or those of subcontractors processing such data on our behalf. This mandatory disclosure can be costly, harm our reputation, erode customer trust, and require significant resources to mitigate issues stemming from actual or perceived security breaches.
This mandatory disclosure can be costly, harm our reputation, erode customer trust, and require significant resources to mitigate issues stemming from actual or perceived security breaches.
We rely on a combination of patents, copyrights, trademarks, trade secrets, confidentiality and other contractual arrangements with our employees, end users and others to maintain our competitive position.
Risks Related to Our Intellectual Property If we are unable to obtain patent protection for our products or otherwise protect our intellectual property rights, our business could suffer. We rely on a combination of patents, copyrights, trademarks, trade secrets, confidentiality and other contractual arrangements with our employees, end users and others to maintain our competitive position.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Our service centers are subject to periodic and sometimes unannounced inspections by regulatory authorities, including inspections by the FDA. Research and Development We have an ongoing research and development program to improve and expand the capabilities of our existing technology portfolio, which reflects our continued investments in a range of disciplines, including software development, industrial, and mechanical and biomedical engineering.
Our service centers are subject to periodic and sometimes unannounced inspections by regulatory authorities, including inspections by the FDA. Research and Development We have an ongoing research and development program to improve and expand the capabilities of our existing technology portfolio, which reflects our continued investments in a range of disciplines, including software development, industrial, mechanical and biomedical engineering.
Our research and development projects include (but are not limited to) the following: 1. various software development projects including projects related to engineering and design for 3D printing, and improving existing technological challenges (for example, the handling of large amounts of data and advanced image segmentation), which are expected to benefit both our Materialise Software and Materialise Medical segments; 2. research projects to understand and develop cutting-edge software tools for industrially relevant additive manufacturing technologies (powder bed fusion for plastics (laser sintering) and metal (laser melting and electron beam), stereolithography, FDM (also known as Filament Fusion), binder jetting power bed fusion, DLP-based printing and inkjet based technologies); 3. research projects in our Materialise Medical segment to develop patient specific surgical planning tools or surgical guides or implants for orthopedic, CMF and cardiovascular surgeries; 48 Table of Contents 4. research projects on the use of virtual and augmented reality by our Materialise Medical segment; 5. research and development projects on smart digital technologies for the large-scale personalization of wearables; 6. various research projects on the use of artificial intelligence and (deep) machine learning in the fields of image processing and additive manufacturing; and 7. several research projects related to improving the maturity, reliability and quality of the additive manufacturing process, which are expected to benefit each of our three segments.
Our research and development projects include (but are not limited to) the following: 1. various software development projects including projects related to engineering and design for 3D printing, and improving existing technological challenges (for example, the handling of large amounts of data and advanced image segmentation), which are expected to benefit both our Materialise Software and Materialise Medical segments; 2. research projects to understand and develop cutting-edge software tools for industrially relevant additive manufacturing technologies (powder bed fusion for plastics (laser sintering) and metal (laser melting and electron beam), stereolithography, FDM (also known as Filament Fusion), binder jetting power bed fusion, DLP-based printing and inkjet based technologies); 3. research projects in our Materialise Medical segment to develop patient specific surgical planning tools or surgical guides or implants for orthopedic, CMF and cardiovascular surgeries; 4. research projects on the use of virtual and augmented reality by our Materialise Medical segment; 51 Table of Contents 5. research and development projects on smart digital technologies for the large-scale personalization of wearables; 6. various research projects on the use of artificial intelligence and (deep) machine learning in the fields of image processing and additive manufacturing; and 7. several research projects related to improving the maturity, reliability and quality of the additive manufacturing process, which are expected to benefit each of our three segments.
The customers of our general software tools and 3D printing services are active in a wide variety of industries, including healthcare, automotive, aerospace, art and design and consumer products. The significant additive manufacturing applications that we are more deeply and more directly involved in currently include applications for orthopedic, cranio maxillo facial, eyewear, footwear and measurement fixtures.
The customers of our general software tools and 3D printing services are active in a wide variety of industries, including healthcare, automotive, aerospace, art and design and consumer products. The significant additive manufacturing applications that we are more deeply and more directly involved in currently include applications for orthopedic devices, cranio maxillo facial devices, eyewear, footwear and measurement fixtures.
We print substantially all of products in-house using a variety of technologies, including stereolithography, laser sintering, FDM, PolyJet, powder binding, Multi Jet Fusion, Powder Bed Fusion and vacuum casting, and only subcontract the manufacture of products if certain other technologies (such as CNC machined components) are required or for capacity balancing purposes.
We print substantially all of products in-house using a variety of technologies, including stereolithography, laser sintering, FDM, PolyJet, Multi Jet Fusion, Powder Bed Fusion and vacuum casting, and only subcontract the manufacture of products if certain other technologies (such as CNC machined components) are required or for capacity balancing purposes.
Together, these regulations govern, among other things and where applicable, the following activities in which we are involved: ● product development; ● product testing; ● product clinical trial compliance; ● product manufacturing; ● product labelling and instructions for use; ● product safety, product safety reporting, recalls and field corrective actions; ● product packaging and storage; ● product registration, market clearance or approval; 50 Table of Contents ● product modifications; ● product marketing, advertising and promotion; ● product import and export, restrictions, tariff regulations, duties and tax requirements; ● product sales and distribution; ● post-market surveillance, including reporting of deaths or serious deterioration in the state of health and malfunctions that, if they were to recur, could lead to death or serious deterioration in the state of health; ● record keeping procedures; ● registration for reimbursement; and ● necessity of testing performed in country by distributors for licenses.
Together, these regulations govern, among other things and where applicable, the following activities in which we are involved: ● product development; ● product testing; ● product clinical trial compliance; ● product manufacturing; ● product labelling and instructions for use; ● product safety, product safety reporting, recalls and field corrective actions; ● product packaging and storage; ● product registration, market clearance or approval; 53 Table of Contents ● product modifications; ● product marketing, advertising and promotion; ● product import and export, restrictions, tariff regulations, duties and tax requirements; ● product sales and distribution; ● post-market surveillance, including reporting of deaths or serious deterioration in the state of health and malfunctions that, if they were to recur, could lead to death or serious deterioration in the state of health; ● record keeping procedures; ● registration for reimbursement; and ● necessity of testing performed in country by distributors for licenses.
In 2022, our main capital expenditures were € 7.3 million for our new metal production facility in the United States, € 7.9 million for the expansion of our production capacity in Germany and € 2.4 million for our internal digital transformation program.
In 2022, our main capital expenditures were € 7.3 million for our new metal production facility in the United States, € 7.9 million for the expansion of our production capacity in Germany and € 2.4 million for our internal digital transformation program. B.
We also provide custom software development and engineering services, for which we charge either on a time and material or fixed-cost basis. The majority of the medical devices that we printed in 2023 were surgical guides (and related bone models) that were distributed to surgeons through our collaboration partners such as DePuy Synthes, Smith & Nephew, Stryker and Zimmer Biomet.
We also provide custom software development and engineering services, for which we charge either on a time and material or fixed-cost basis. The majority of the medical devices that we printed in 2024 were surgical guides (and related bone models) that were distributed to surgeons through our collaboration partners such as DePuy Synthes, Smith & Nephew, Stryker and Zimmer Biomet.
Materialise 3-matic focuses on anatomical design and is able to combine CAD tools with pre-processing capabilities directly on the anatomical data coming from Materialise Mimics.
Materialise 3-matic focuses on anatomical design and is able to combine CAD tools with pre-processing capabilities directly on the anatomical data coming from Materialise Mimics Core.
Of these, our issued patents expire between approximately 2023 and 2040, while our currently pending patent applications will generally remain in effect for 20 years from the date of the initial applications. We believe that, while our patents provide us with a competitive advantage, our success depends primarily on our business development, applications know-how and ongoing research and development efforts.
Of these, our issued patents expire between approximately 2025 and 2040, while our currently pending patent applications will generally remain in effect for 20 years from the date of the initial applications. We believe that, while our patents provide us with a competitive advantage, our success depends primarily on our business development, applications know-how and ongoing research and development efforts.
As of December 31, 2023, all of our 3D printers and vacuum casting machines were either owned or held under a lease contract. At the end of the lease agreements (which are typically for a period of five years), we have an option to purchase the machines for a value of approximately 1.0% of their original value.
As of December 31, 2024, all of our 3D printers and vacuum casting machines were either owned or held under a lease contract. At the end of the lease agreements (which are typically for a period of five years), we have an option to purchase the machines for a value of approximately 1.0% of their original value.
We are responsible for the maintenance of such leased equipment. 47 Table of Contents We devote significant time and attention to the quality control of our products during the printing process by maintaining a comprehensive quality control program, which, among other things, includes the control and documentation of all material specifications, operating procedures, equipment maintenance and quality control methods.
We are responsible for the maintenance of such leased equipment. 50 Table of Contents We devote significant time and attention to the quality control of our products during the printing process by maintaining a comprehensive quality control program, which, among other things, includes the control and documentation of all material specifications, operating procedures, equipment maintenance and quality control methods.
Business Overview—Manufacture and Supply” for information about the printers we operate, “—Regulatory / Environmental Matters—Environmental Matters” for information about environmental matters and “Item 5. Operating and Financial Review and Prospects —B. Liquidity and Capital Resources—Indebtedness” for information about indebtedness secured by mortgages. ​ 53 Table of Contents ITEM 4A. UNRESOLVED STAFF COMMENTS ​ Not applicable.
Business Overview—Manufacture and Supply” for information about the printers we operate, “—Regulatory / Environmental Matters—Environmental Matters” for information about environmental matters and “Item 5. Operating and Financial Review and Prospects —B. Liquidity and Capital Resources—Indebtedness” for information about indebtedness secured by mortgages. ​ 56 Table of Contents ITEM 4A. UNRESOLVED STAFF COMMENTS ​ Not applicable.
Using Materialise consultancy services, targeted design automation solutions can be created for specific workflows. 39 Table of Contents ● Build Processors. We work in close collaboration with a wide variety of 3D printer OEMs to develop customized and integrated solutions for their additive manufacturing machines.
Using Materialise consultancy services, targeted design automation solutions can be created for specific workflows. 42 Table of Contents ● Build Processors. We work in close collaboration with a wide variety of 3D printer OEMs to develop customized and integrated solutions for their additive manufacturing machines.
In addition, we believe that our local sales teams, which are near our customers, as well as our engineering teams, which can bring in additional expertise where required, are important and rather unique assets in this market that are worthwhile to continue to invest in. 46 Table of Contents Manufacture and Supply.
In addition, we believe that our local sales teams, which are near our customers, as well as our engineering teams, which can bring in additional expertise where required, are important and rather unique assets in this market that are worthwhile to continue to invest in. 49 Table of Contents Manufacture and Supply.
Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results. 49 Table of Contents Seasonality End markets such as healthcare, automotive, aerospace and consumer products may experience some seasonality.
Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results. 52 Table of Contents Seasonality End markets such as healthcare, automotive, aerospace and consumer products may experience some seasonality.
As a pioneer in the additive manufacturing industry, we have an extensive history of 3D printing millions of parts utilizing a broad array of technologies, often in highly regulated environments, for thousands of commercial, industrial and medical customers.
As a pioneer in the additive manufacturing industry, we have an extensive history of 3D printing millions of parts utilizing a broad range of technologies, often in highly regulated environments, for thousands of commercial, industrial and medical customers.
In our 3D printing centers in Belgium, Japan, Brazil, and the United States, we have separate production lines for our Materialise Medical segment. We believe that our medical image-based simulation and planning software and 3D printing technology can assist hospitals and clinicians in providing personalized care to patients which can contribute to increased quality of life.
In our 3D printing centers in Belgium, Japan, Brazil, and the United States, we have separate production lines for our Materialise Medical segment. 45 Table of Contents We believe that our medical image-based simulation and planning software and 3D printing technology can assist hospitals and clinicians in providing personalized care to patients which can contribute to increased quality of life.
The aggregate annual lease payments for our facilities in 2023, 2022 and 2021 were € 2.2 million, € 2.0 million and € 2.1 million, respectively. The table below provides selected information regarding our facilities as of December 31, 2023. Location Ownership Use Approximate Area Lease Expiration Leuven, Belgium Owned Corporate headquarters; production 50,614.35 sq. m.
The aggregate annual lease payments for our facilities in 2024, 2023 and 2022 were € 2.2 million, € 2.2 million and € 2.0 million, respectively. The table below provides selected information regarding our facilities as of December 31, 2024. Location Ownership Use Approximate Area Lease Expiration Leuven, Belgium Owned Corporate headquarters; production 50,614.35 sq. m.
As a result of our continued deployment over the course of 30 years of human, intellectual and economic capital to software development, a number of our products, including Magics and Mimics, have evolved into industry-leading flagship products. We have an established quality management system for the development of our software products that is ISO 9001:2015 certified.
As a result of our continued deployment over the course of 34 years of human, intellectual and economic capital to software development, a number of our products, including Magics and Mimics, have evolved into industry-leading flagship products. We have an established quality management system for the development of our industrial software products that is ISO 9001:2015 certified.
Utilizing our SurgiCase tool, surgeons upload CT or MRI medical image data and submit their cases to us, track their cases and review them as interactive virtual 3D models. In the framework of our collaborations with certain leading medical device companies, our SurgiCase tool is rebranded and adapted to the specific product offering and needs of our collaboration partners.
Utilizing our platform, surgeons upload CT or MRI medical image data and submit their cases to us, track their cases and review them as interactive virtual 3D models. In the framework of our collaborations with certain leading medical device companies, our platform is rebranded and adapted to the specific product offering and needs of our collaboration partners.
We also believe that increasing regulatory requirements provide opportunities for our clinical services as we can leverage our significant medical sector experience and strong quality management systems. 43 Table of Contents A growing number of hospitals have adopted personalized solutions and built 3D printing facilities on site for point-of-care printing of these personalized solutions.
We also believe that increasing regulatory requirements provide opportunities for our clinical services as we can leverage our significant medical sector experience and strong quality management systems. A growing number of hospitals have adopted personalized solutions and built 3D printing facilities on site for point-of-care printing of these personalized solutions.
Failure to maintain certification under MDSAP may impact our capability to do business in Canada. In addition, failure to address escalated issues reported to the participating authorities may impact our capability to do business in the respective jurisdictions. ​ 51 Table of Contents C.
Failure to maintain certification under MDSAP may impact our capability to do business in Canada. In addition, failure to address escalated issues reported to the participating authorities may impact our capability to do business in the respective jurisdictions. ​ 54 Table of Contents C.
Because these new products and treatments can only be brought to the market in compliance with very strict regulatory requirements, we believe there is an opportunity for safe and stable medical software tools, such as our Mimics Innovation Suite, that can pass significant regulatory scrutiny.
Because these new products and treatments can only be brought to the market in compliance with very strict regulatory requirements, we believe there is an opportunity for safe and stable medical software tools, such as our Materialise Mimics, that can pass significant regulatory scrutiny.
We have one individual customer that represents sales larger than 10% of our total revenue in 2023 (2022: 1; 2021: 1) from the Materialise Medical segment. Collaboration Partners.
We have one individual customer that represents sales larger than 10% of our total revenue in 2024 (2023: 1; 2022: 1) from the Materialise Medical segment. Collaboration Partners.
Our sales teams have a direct approach to the market but in some cases we also work with partners or distributors locally to address specific market segments, such as the large segments of eyewear opticians or footcare professionals. Customers.
Our sales teams have a direct approach to the market but in some cases we also work with partners or distributors locally to address specific market segments, such as the large segments of eyewear opticians or footcare professionals. 48 Table of Contents Customers.
In addition, we own the trademark registrations for “Materialise” and “ACTech” and trademark registrations and pending applications for many of our services and software solutions in those territories where we have substantial sales, including “CO-AM,” “Mimics,” “3-matic,” “Inspector,” “Magics,” “RapidFit+,” “Heartprint,” “ADaM,” “Surgicase,” “Enlight,” “Mindware,” “Streamics,” and “Phits,” among others.
In addition, we own the trademark registrations for “Materialise”, “ACTech” and FEops and trademark registrations and pending applications for many of our services and software solutions in those territories where we have substantial sales, including “CO-AM,” “Mimics,” “3-matic,” “Inspector,” “Magics,” “RapidFit+,” “Heartprint,” “ADaM,” “Surgicase,” “Enlight,” “Mindware,” “Streamics,”, “Phits,”, “HEARTguide,” “MITRALguide” and “TAVIguide,” among others.
N/A Leuven, Belgium ​ Leased ​ Warehouse ​ 165 sq. m. ​ March 31, 2024 Beringen, Belgium ​ Leased ​ Office; production ​ 2,848.25 sq. m. ​ October 31, 2030 Plymouth, Michigan, United States Owned Office; production; parking 3.89 acres N/A Ann Arbor, Michigan, United States ​ Leased ​ Office; production ​ 2,771 sq. ft. ​ April 30, 2024 Lexington, KY, United States ​ Leased ​ Office ​ 1,872 sq. ft. ​ August 31, 2027 Princeton, NJ, United States ​ Leased ​ Office ​ 2,866 sq. ft. ​ March 31, 2025 Lafayette, CO, United States ​ Leased ​ Office ​ 2,218 sq. ft. ​ February 28, 2025 Saint Marcel les Valence, France Owned Office 1,100 sq. m.
N/A Leuven, Belgium ​ Leased ​ Warehouse ​ 165 sq. m. ​ March 31, 2025 Beringen, Belgium ​ Leased ​ Office; production ​ 2,848.25 sq. m. ​ October 31, 2030 Plymouth, Michigan, United States Owned Office; production; parking 3.89 acres N/A Ann Arbor, Michigan, United States ​ Leased ​ Office; production ​ 2,771 sq. ft. ​ April 30, 2028 Ann Arbor, Michigan, United States ​ Leased ​ Office ​ 1,030 sq.ft ​ December 31, 2026 Lexington, KY, United States ​ Leased ​ Office ​ 1,872 sq. ft. ​ August 31, 2027 Princeton, NJ, United States ​ Leased ​ Office ​ 2,866 sq. ft. ​ March 31, 2025 Lafayette, CO, United States ​ Leased ​ Office ​ 2,218 sq. ft. ​ February 28, 2028 Saint Marcel les Valence, France Owned Office 1,100 sq. m.
Key Information—D. Risk Factors—Risks Related to Our Materialise Medical Segment and Regulatory Environment—Healthcare policy changes, including legislation to reform the U.S. healthcare system, could adversely affect us.” We have obtained MDSAP certification.
Risk Factors—Risks Related to Our Materialise Medical Segment and Regulatory Environment—Healthcare policy changes, including legislation to reform the U.S. healthcare system, could adversely affect us.” We have obtained MDSAP certification.
The table below provides selected information about our 3D printers and vacuum casting machines: ​ ​ ​ Technology Size Manufacturer Number Stereolithography ​ Small/Medium Size ​ 3D Systems Corporation / Other ​ 42 ​ Large Size ​ Stratasys ​ 2 ​ Mammoth ​ Materialise (1) ​ 15 ​ ​ ​ ​ ​ ​ ​ DLP ​ Small Size ​ Asiga/ Stratasys ​ 10 PolyJet ​ Connex ​ Stratasys Ltd. ​ 4 ​ ​ ​ ​ ​ ​ ​ FDM ​ Small Size (2) ​ Stratasys Ltd. ​ 2 ​ Medium Size (3) ​ Stratasys Ltd. ​ 16 ​ Large Size (4) ​ Stratasys Ltd. ​ 16 ​ ​ ​ ​ ​ ​ ​ Laser Sintering ​ Small Size ​ EOS GmbH ​ 14 ​ Medium Size ​ 3D Systems Corporation/ EOS GmbH / Other ​ 25 ​ Large Size ​ EOS GmbH / Ricoh / Sindoh ​ 25 Multi Jet Fusion ​ Medium Size ​ HP ​ 12 ​ ​ ​ ​ ​ ​ ​ Sand Binding ​ Large Size ​ ExOne ​ 4 Vacuum Casting ​ ​ ​ MCP HEK GmbH ​ ​ ​ ​ Medium Size ​ SCHUHL ​ 2 ​ ​ Medium Size ​ MCP HEK GmbH ​ 1 ​ ​ Large Size ​ ​ ​ 2 ​ ​ ​ ​ ​ ​ ​ Direct Metal Laser Sintering ​ Medium Size ​ EoS GmbH / GE Additive / SLM Solutions ​ 17 ​ ​ Large Size ​ SLM Solutions ​ 3 (1) We have proprietary stereolithography machines based on our patented curtain coat technologies.
The table below provides selected information about our 3D printers and vacuum casting machines: ​ ​ ​ Technology Size Manufacturer Number Stereolithography ​ Small/Medium Size ​ 3D Systems Corporation / Other ​ 38 ​ Large Size ​ Stratasys ​ 2 ​ Mammoth ​ Materialise (1) ​ 15 ​ ​ ​ ​ ​ ​ ​ DLP ​ Small Size ​ Asiga/ Stratasys ​ 11 PolyJet ​ Connex ​ Stratasys Ltd. ​ 4 ​ ​ ​ ​ ​ ​ ​ FDM ​ Small Size (2) ​ Stratasys Ltd. ​ 2 ​ Medium Size (3) ​ Stratasys Ltd. ​ 12 ​ Large Size (4) ​ Stratasys Ltd. ​ 16 ​ ​ ​ ​ ​ ​ ​ Laser Sintering ​ Small Size ​ EOS GmbH ​ 14 ​ Medium Size ​ 3D Systems Corporation/ EOS GmbH / Other ​ 27 ​ Large Size ​ EOS GmbH / Ricoh / Sindoh ​ 25 ​ ​ ​ ​ ​ ​ ​ Multi Jet Fusion ​ Medium Size ​ HP ​ 15 ​ ​ ​ ​ ​ ​ ​ Sand Binding ​ Large Size ​ ExOne ​ 4 ​ ​ ​ ​ ​ ​ ​ Vacuum Casting ​ Medium Size ​ MCP HEK GmbH ​ 2 ​ ​ Medium Size ​ SCHUHL ​ 1 ​ ​ Large Size ​ MCP HEK GmbH ​ 2 ​ ​ ​ ​ ​ ​ ​ Direct Metal Laser Sintering ​ Medium Size ​ EoS GmbH / GE Additive / SLM Solutions ​ 18 ​ ​ Large Size ​ SLM Solutions ​ 3 (1) We have proprietary stereolithography machines based on our patented curtain coat technologies.
As of December 31, 2023, we had more than 50 active research and development projects in various stages of completion and approximately 540 FTEs and fully dedicated consultants working on research and development in our facilities in Belgium, France, Germany, Spain, the United Kingdom, the United States, Colombia, Ukraine and Malaysia.
As of December 31, 2024, we had more than 50 active research and development projects in various stages of completion and approximately 512 FTEs and fully dedicated consultants working on research and development in our facilities in Belgium, France, Germany, Spain, the United Kingdom, the United States, Colombia, Ukraine and Malaysia.
Our Materialise Software segment customer base is spread across Asia, Europe and the Americas. 40 Table of Contents Competition .
Our Materialise Software segment customer base is spread across Asia, Europe and the Americas. 43 Table of Contents Competition .
Pursuant to these agreements, we print joint replacement and/or CMF guides that our collaboration partners distribute under their own brands, together with their own implants, in the United States, Canada, South Africa, Latin America, Europe, China, Japan and Australia.
Pursuant to these agreements, we provide planning services, print joint replacement and/or guides that our collaboration partners distribute under their own brands, together with their own implants, in the United States, Canada, South Africa, Latin America, Europe, China, Japan and Australia.
As of December 31, 2023, our Materialise Manufacturing segment consisted of 784 FTEs and fully dedicated consultants, with 31% based at our headquarters in Belgium and in Materialise Motion and RapidFit+. The remaining employees distributed throughout our local field offices in Austria, the Czech Republic, France, Germany, India, Italy, Poland, Spain, Ukraine, the United States and the United Kingdom.
As of December 31, 2024, our Materialise Manufacturing segment consisted of 772 FTEs and fully dedicated consultants, with 28% based at our headquarters in Belgium and in Materialise Motion and RapidFit+. The remaining employees distributed throughout our local field offices in Austria, the Czech Republic, France, Germany, India, Italy, Poland, Spain, Ukraine, the United States and the United Kingdom.
We believe that our neutral platform approach positions our software to drive greater innovation and choice across the 3D printer software ecosystem, and provides 3D printer users with more powerful and flexible printing capabilities. In particular, we offer the following software applications: ● Magics.
We believe that our neutral platform approach positions our software to drive greater innovation and choice across the 3D printer software ecosystem, and provides 3D printer users with more powerful and flexible printing capabilities. 41 Table of Contents In particular, we offer the following software applications: ● Magics.
The compensation structures under these arrangements vary and may include an upfront fee, royalties, milestone payments linked to certain targets, and fees for the service, maintenance and training we provide in connection with our software and products. Competition.
The compensation structures under these arrangements vary and may include an upfront fee, royalties, milestone payments linked to certain targets, and fees for the service, maintenance and training we provide in connection with our software and products. 46 Table of Contents Competition.
We have a long history of research and development through collaborations, which augment our internal development efforts. As of December 31, 2023, we were active in over 20 government funded research projects and we also employed multiple researchers with a publicly funded scholarship.
We have a long history of research and development through collaborations, which augment our internal development efforts. As of December 31, 2024, we were active in approximately 20 government funded research projects and we also employed multiple researchers with a publicly funded scholarship.
Materialise Mimics is software addressing medical professionals specifically developed for medical image processing that can be used to segment accurate 3D models from medical imaging data (for example, from CT or MRI) to measure accurately in 2D and 3D and to export 3D models for additive manufacturing or to Materialise 3-matic. 41 Table of Contents ● Materialise 3-matic.
Materialise Mimics Core is software addressing medical professionals specifically developed for medical image processing that can be used to segment accurate 3D models from medical imaging data (for example, from CT or MRI) to measure accurately in 2D and 3D and to export 3D models for additive manufacturing or to Materialise 3-matic. ● Materialise 3-matic.
As of December 31, 2023, our Materialise Medical segment consisted of approximately 928 FTEs and fully dedicated consultants, with approximately 24.0% based at our headquarters in Belgium and the remaining employees distributed throughout our local offices in Australia, Brazil, China, Colombia, France, Germany, Japan, Malaysia, Ukraine, the United Kingdom and the United States. Business Model.
As of December 31, 2024, our Materialise Medical segment consisted of approximately 1029 FTEs and fully dedicated consultants, with approximately 21.0% based at our headquarters in Belgium and the remaining employees distributed throughout our local offices in Australia, Brazil, China, Colombia, France, Germany, Japan, Malaysia, Ukraine, the United Kingdom and the United States. Business Model.
As of December 31, 2023, our Materialise Software segment had a team of approximately 293 FTEs and fully dedicated consultants, with approximately 31% based at our headquarters in Belgium and the remaining employees distributed throughout our local field offices in China, Colombia, Germany, Japan, Malaysia, Ukraine, the United Kingdom and the United States. Business Model.
As of December 31, 2024, our Materialise Software segment had a team of approximately 281 FTEs and fully dedicated consultants, with approximately 32% based at our headquarters in Belgium and the remaining employees distributed throughout our local field offices in China, Colombia, Germany, Japan, Malaysia, Spain, Ukraine, the United Kingdom and the United States. Business Model.
As of December 31, 2023, we operated a total of 207 3D printers, five vacuum casting machines and 28 CNC machines at these service centers, which include distinct areas dedicated to the machinery, quality control, cleaning and labelling of our products.
As of December 31, 2024, we operated a total of 206 3D printers, five vacuum casting machines and 39 CNC machines at these service centers, which include distinct areas dedicated to the machinery, quality control, cleaning and labelling of our products.
Operating and Financial Review and Prospects—A. Operating Results—Other Financial Information.” Our Core Competencies Our established and proven business model integrates our three research-based core competencies: (i) software development, (ii) 3D printing, and (iii) engineering for 3D printing, which act as complementary incubators for our new products and function as integrated support centers for our existing products.
Operating Results—Other Financial Information.” 39 Table of Contents Our Core Competencies Our established and proven business model integrates our three research-based core competencies: (i) software development, (ii) 3D printing, and (iii) engineering for 3D printing, which act as complementary incubators for our new products and function as integrated support centers for our existing products.
(4) Large size machines have a build volume of more than 500×500×500 mm. As of December 31, 2023, 50 printers produced parts exclusively for our Materialise Medical segment, while the other 157 printers and five vacuum casting machines produced parts for our Materialise Manufacturing segment.
(4) Large size machines have a build volume of more than 500×500×500 mm. As of December 31, 2024, 51 printers produced parts exclusively for our Materialise Medical segment, while the other 155 printers and five vacuum casting machines produced parts for our Materialise Manufacturing segment.
We are also ISO 13485:2016 certified for our medical applications and our medical applications comply with the regulatory requirements of several jurisdictions, including Europe and the United States. Additionally, we are ISO27001 certified for the secure operational management of the production environment of our cloud-based software for medical case management and medical image processing. 3D Printing (Hardware).
We are also ISO 13485:2016 certified for our medical applications and our medical applications comply with the regulatory requirements of several jurisdictions, including Europe and the United States. Additionally, we are ISO27001 certified for the secure operational management of the production environment of our cloud-based software as a service solution. 3D Printing (Hardware).
March 31, 2029 Freiberg, Germany ​ Owned ​ Office, Production, Parking (Land) ​ 34,273 sq. m. ​ N/A Freiberg, Germany ​ Owned ​ Office, warehouse, production, parking (Land) ​ 24,243 sq. m. ​ N/A Bangalore, India ​ Leased ​ Office ​ 2,000 sq. ft. ​ December 31, 2024 Rio Claro, Brazil ​ Leased ​ Corporate Offices, R&D Laboratory, Production ​ 4,092.27 sq. m. ​ August 5, 2029 Seoul, South Korea ​ Leased ​ Shared workspace ​ N/A ​ January 31, 2025 Tianjin, China ​ Leased ​ Office ​ 129 sq. m. ​ March 19, 2025 ​ See also “—B.
March 31, 2029 Freiberg, Germany ​ Owned ​ Office, Production, Parking (Land) ​ 34,273 sq. m. ​ N/A Freiberg, Germany ​ Owned ​ Office, warehouse, production, parking (Land) ​ 24,243 sq. m. ​ N/A Bangalore, India ​ Leased ​ Office ​ 2,000 sq. ft. ​ September 30, 2027 Rio Claro, Brazil ​ Leased ​ Corporate Offices, R&D Laboratory, Production ​ 4,092.27 sq. m. ​ August 5, 2029 Seoul, South Korea ​ Leased ​ Shared workspace ​ N/A ​ January 31, 2025 Tianjin, China ​ Leased ​ Office ​ 129 sq. m. ​ March 19, 2025 Zwijnaarde, Belgium ​ Lease ​ Office ​ 189,69 sq.m ​ January 31, 2026 ​ See also “—B.
We believe 3D printing and design automation has great potential to help both consumers and healthcare professionals improve comfort, health and performance through personalized eyewear or footwear. In our eyewear vertical, we offer a complete end-to-end solution for 3D-printed, often custom, eyewear frames.
We have developed two wearables verticals for the consumer market. We believe 3D printing and design automation has great potential to help both consumers and healthcare professionals improve comfort, health and performance through personalized eyewear or footwear. In our eyewear vertical, we offer a complete end-to-end solution for 3D-printed, often custom, eyewear frames.
For the years ended December 31, 2023, 2022 and 2021, our Materialise Software segment generated revenue of € 44.4 million, €43.7 million and €42.9 million, respectively, representing 17.4% 18.8% and 20.9%, respectively, of our total revenue. 38 Table of Contents Software . We have a diversified portfolio comprised of software applications addressing different 3D printing market opportunities.
For the years ended December 31, 2024, 2023, and 2022, our Materialise Software segment generated revenue of € 43.9 million, € 44.4 million, and € 43.7 million, respectively, representing 16.5%, 17.4%, and 18.8%, respectively, of our total revenue. Software . We have a diversified portfolio comprised of software applications addressing different 3D printing market opportunities.
We currently own office and service spaces in Belgium as well as in the Czech Republic, France, Germany, Poland and the United States. We also lease other service centers and sales offices, which are located in Austria, Australia, Belgium, Brazil, China, Colombia, France, Germany, Italy, India, Japan, Malaysia, Spain, Ukraine, the United Kingdom, the United States, Poland, and South Korea.
We also lease other service centers and sales offices, which are located in Austria, Australia, Belgium, Brazil, China, Colombia, France, Germany, Italy, India, Japan, Malaysia, Spain, Ukraine, the United Kingdom, the United States, Poland, and South Korea.
As of December 31, 2023, our portfolio of intellectual property featured 476 issued patents and an additional 101 pending patent applications primarily in the United States, the European Union and Japan.
As of December 31, 2024, our portfolio of intellectual property featured 488 issued patents and an additional 150 pending patent applications primarily in the United States, the European Union and Japan.
May 31, 2024 ​ ​ Leased ​ Office ​ 64 sq. m. ​ January 31, 2025 ​ ​ Leased ​ Office ​ 190 sq. m. ​ November 30, 2024 ​ ​ Leased ​ Office ​ 59.79 sq. m. ​ March 15, 2024 ​ ​ Leased ​ Office ​ 60.31 sq. m. ​ March 31, 2024 Wroclaw, Poland Owned Office; production 2.3975 hectare N/A Gold Coast, Australia Leased Office N/A January 22, 2024 Milan, Italy Leased Office 55 sq. m.
May 31, 2026 ​ ​ Leased ​ Office ​ 64 sq. m. ​ January 31, 2026 ​ ​ Leased ​ Office ​ 190 sq. m. ​ November 30, 2025 ​ ​ Leased ​ Office ​ 59.79 sq. m. ​ March 14, 2026 ​ ​ Leased ​ Office ​ 60.31 sq. m. ​ Feb 28, 2025 ​ ​ Leased ​ Office ​ 55 sq. m. ​ July 31, 2025 Wroclaw, Poland Owned Office; production 2.3975 hectare N/A Gold Coast, Australia Leased Office N/A January 22, 2025 Milan, Italy Leased office 26 sq. m.
N/A Yokohama, Japan Leased Office 515.58 sq. m. March 31, 2024 Kawasaki, Japan Leased Production 205 sq. m. May 19, 2024 Ústí nad Labem, Czech Republic Owned Office; production 16,013 sq. m. N/A Vienna, Austria Leased Office 44 sq. m. December 31, 2025 Gilching, Germany Leased Office 399 sq. m.
N/A Yokohama, Japan Leased Office 515.58 sq. m. March 31, 2026 Kawasaki, Japan Leased Production 205 sq. m. May 19, 2027 Ústí nad Labem, Czech Republic Owned Office; production 16,013 sq. m. N/A Gilching, Germany Leased Office 399 sq. m.
For the years ended December 31, 2023, 2022, and 2021, our Materialise Manufacturing segment generated revenue of € 110.3 million, € 103.5 million, and € 89.2 million, respectively, representing 43.1%, 44.6%, and 43.4% respectively, of our total revenue. Business-to-Business Services. We offer the following services in our Materialise Manufacturing segment: Additive Manufacturing Solutions .
For the years ended December 31, 2024, 2023, and 2022, our Materialise Manufacturing segment generated revenue of € 106.5 million, € 110.3 million, and € 103.5 million, respectively, representing 39.9%, 43.1%, and 44.6%, respectively, of our total revenue. 47 Table of Contents Business-to-Business Services. We offer the following services in our Materialise Manufacturing segment: Additive Manufacturing Solutions .
Capital Expenditures (Property Plant and Equipment and Intangible Assets) Our capital expenditures amounted to € 11.8 million, € 24.8 million, and € 11.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Capital Expenditures (Property Plant and Equipment and Intangible Assets) The cash out of our capital expenditures amounted to € 26.4 million, € 11.8 million, and € 24.8 million, for the years ended December 31, 2024, 2023, and 2022, respectively.
As of December 31, 2023, our team consisted of 2,437 full-time equivalent employees, or FTEs, and fully dedicated consultants. Our portfolio of intellectual property featured 476 patents and 101 pending patent applications as of December 31, 2023.
As of December 31, 2024, our team consisted of 2,514 full-time equivalent employees, or FTEs, and fully dedicated consultants. Our portfolio of intellectual property featured 488 granted patents and 150 pending patent applications as of December 31, 2024.
For the years ended December 31, 2023, 2022, and 2021, our Materialise Medical segment generated revenue of € 101.4 million, € 84.8 million and € 73.4 million, respectively, representing 39.6%, 36.6% and 35.7%, respectively, of our total revenue. Medical Software.
For the years ended December 31, 2024, 2023, and 2022, our Materialise Medical segment generated revenue of € 116.4 million, € 101.4 million, and € 84.8 million, respectively, representing 43.6%, 39.6%, and 36.6%, respectively, of our total revenue. 44 Table of Contents Medical Software.
Many of the parts we print require functionality that cannot be delivered using other production processes. We believe that our industrial customers value the high quality, accuracy, complexity, durability, functionality and diversity in terms of size, scale and materials of the 3D printing services that we can offer.
We believe that our industrial customers value the high quality, accuracy, complexity, durability, functionality and diversity in terms of size, scale and materials of the 3D printing services that we can offer.
It enables our customers to conduct thorough 3D measurements and analysis, design a patient-specific implant, a surgical guide, or a benchtop model, and to prepare the anatomical data and/or resulting implants for simulation. ● Materialise OrthoView. Materialise OrthoView is a 2D digital pre-operative planning and templating solution for orthopedic surgeons.
It enables our customers to conduct thorough 3D measurements and analysis, design a patient-specific implant, a surgical guide, or a benchtop model, and to prepare the anatomical data and/or resulting implants for simulation. ● Materialise Mimics inPrint.
Such applications include customized CMF implants and guides, hip revision and shoulder implants in a patented porous matrix configuration and osteotomy guides. Through Engimplan, we distribute implants and instruments in Brazil, offering both traditional and 3D printed CMF products as well as a broader portfolio that includes product lines for trauma and sport medicine.
Through Engimplan, we distribute implants and instruments in Brazil, offering both traditional and 3D printed CMF products as well as a broader portfolio that includes product lines for trauma and sport medicine.
These contracts and purchase orders lay out the pricing, delivery and other terms of the order. For our Additive Manufacturing service of end-use parts, an entirely new approach to ensure parts are made according to agreed standards is required, for which we have set processes to onboard new customers.
For our Additive Manufacturing service of end-use parts, an entirely new approach to ensure parts are made according to agreed standards is required, for which we have set processes to onboard new customers.
Our engineers operate within the framework of the aforementioned ISO 9001:2015 certified quality management system. Our engineering teams make extensive use of our proprietary software tools and have direct access to our 3D printing center where developments can be tested in an actual production environment.
Our engineering teams make extensive use of our proprietary software tools and have direct access to our 3D printing center where developments can be tested in an actual production environment.
We monitor the costs of our raw materials in order to optimize the cost/performance whilst not jeopardizing the expectations of our customers and the safe use of the materials in critical applications.
We monitor the costs of our raw materials in order to optimize the cost/performance whilst not jeopardizing the expectations of our customers and the safe use of the materials in critical applications. Our 3D printing operations for our patient-specific surgical guides, models and implants are subject to extensive regulation.
Our engineers work in teams that support customers in different market segments. These teams work directly with our customers to identify new, and customize and refine existing, 3D printing applications and to increase productivity, efficiency and ease of use across all aspects of the solutions we provide.
These teams work directly with our customers to identify new, and customize and refine existing, 3D printing applications and to increase productivity, efficiency and ease of use across all aspects of the solutions we provide. Our engineering teams have particular expertise in industrial and medical applications, including patient-specific surgical guides, models and implants with the applicable market clearances.
No fixed end date Southampton, United Kingdom ​ Leased ​ Office ​ 2,046 sq. ft. ​ May 31, 2028 Shanghai, China Leased Office 1,200 sq. m. June 8, 2024 Medellin, Colombia Leased Office 248 sq. m.
February 28 th 2025 under negotiation to extend every 6 months (due to war conditions) Sheffield, United Kingdom Leased Office 1,575 sq. ft. No fixed end date Southampton, United Kingdom ​ Leased ​ Office ​ 2,046 sq. ft. ​ May 31, 2028 Shanghai, China Leased Office 1,200 sq. m. June 8, 2025 Medellin, Colombia Leased Office 248 sq. m.
For the year ended December 31, 2023, we generated € 256.1 million of revenue, representing a 10% increase over the prior year, a net profit of € 6.7 million and an Adjusted EBITDA of € 31.4 million. For a description of Adjusted EBITDA and a reconciliation of our net profit to our Adjusted EBITDA, see “Item 5.
For the year ended December 31, 2024, we generated € 266.8 million of revenue, representing a 4% increase over the prior year, a net profit of € 13.4 million, an Adjusted EBIT of € 9.7 million and an Adjusted EBITDA of € 31.5 million.
We believe that our customers benefit significantly from the synergistic interplay between our core competencies and the three market segments on which we focus and which provide regular end-user feedback to the product development and support teams within our core competencies.
We believe that our customers benefit significantly from the synergistic interplay between our core competencies and the three market segments on which we focus and which provide regular end-user feedback to the product development and support teams within our core competencies. 40 Table of Contents Our Materialise Software Segment In our Materialise Software segment, we offer proprietary software worldwide through programs and platforms that enable companies to set up efficient, reliable and sustainable 3D printing production.
The surgical guides and implants we print for U.S. based patients are FDA-cleared, and to the extent required by law, our medical devices for EEA-based patients bear the appropriate CE labels. We address large surgical markets in orthopedics and CMF through collaboration agreements with leading medical device companies, including DePuy Synthes, Zimmer Biomet, Enovis, and Smith & Nephew.
The surgical guides and implants we print for U.S. based patients are FDA-cleared, and to the extent required by law, our medical devices for EEA-based patients bear the appropriate CE labels.
The casting is done using state-of-the-art 3D printed sand molds, while the final functionality of the components is achieved by a fully integrated post processing of the components in our CNC workshop. 44 Table of Contents Wearables initiatives in consumer industry. We have developed two wearables verticals for the consumer market.
In particular ACTech supplies prototyping of highly complex metal components through casting techniques that result in products that have a production grade performance. The casting is done using state-of-the-art 3D printed sand molds, while the final functionality of the components is achieved by a fully integrated post processing of the components in our CNC workshop. Wearables initiatives in consumer industry.
Our headquarters in Belgium, our manufacturing site in Poland, and ACTech’s headquarters in Germany, follow the ISO 14001:2015 criteria for an effective environmental management system. These sites are ISO 14001:2015 certified.
Our headquarters in Belgium, our manufacturing sites in Czech Republic and Poland, and ACTech’s facility in Germany, have an effective environmental management system with ISO 14001:2015 certification.
The suite consists of several complementary products and services, including Materialise Mimics, Materialise 3-matic, engineering services and medical models, as well as consultancy and custom software development. ● Materialise Mimics.
The platform consists of several complementary products and services, including Materialise Mimics Core, Materialise 3-matic, Materialise Mimics Flow, Materialise Mimics Enlight CMF and Materialise Mimics Viewer and custom software development. ● Materialise Mimics Core.
Materialise ProPlan CMF is a software package developed for oral, maxillofacial, nose, throat and plastic surgeons. The software allows surgeons to pre-operatively plan their surgeries in 3D based on (CB)CT or MRI images using a set of tools to analyze, measure and reconstruct the patient’s anatomy.
The software allows surgeons to pre-operatively plan their surgeries in 3D based on (CB)CT or MRI images using a set of tools to analyze, measure and reconstruct the patient’s anatomy. With the software the surgeon can also plan the movements (translations and rotations) of the mandible or maxilla and preplan the reconstruction of defects. ● Materialise Mimics Enlight Cardiovascular.
The customers of both our Materialise OnSite and i.materialise platforms order through our website. Materialise OnSite customers tend to be industrial customers looking to rapid prototype parts quickly and reliably, often taking advantage of fast-lane machines to ensure short lead times for time-critical projects.
Materialise OnSite customers tend to be industrial customers looking to rapid prototype parts quickly and reliably, often taking advantage of fast-lane machines to ensure short lead times for time-critical projects. i.materialise addresses a similar customer base but also target independent designers and CAD hobbyists who often sell their creations or their services to others.
We are investing significantly in the development of new solutions of sub-markets other than orthopedics and CMF, including planning tools for the cardiovascular markets in the shorter term and the respiratory markets in the longer term.
We are investing significantly in the development of new solutions of sub-markets other than orthopedics and CMF, including planning tools for the cardiovascular markets and the respiratory markets. Our Materialise Manufacturing Segment In our Materialise Manufacturing segment, we primarily offer 3D printing services to industrial and commercial customers, the majority of which are located in Europe.
Our expertise in developing 3D printing software originated from our efforts to enable 3D printing applications and to continually improve processes within our own additive manufacturing operations.
Our expertise in developing 3D printing software originated from our efforts to enable 3D printing applications and to continually improve processes within our own additive manufacturing operations. Our software development encompasses software tools that are used in industrial 3D Printing environments as well as in medical environments that are based on computed tomography (CT) and magnetic resonance imaging (MRI).
The wide variety of products that are processed by our multiple production lines are logistically streamlined through our proprietary database systems that manage the entire process from order intake to 3D printing to final shipment. 37 Table of Contents Engineering (Mindware). Our engineering expertise is integral to our entire business, as it enhances our software development and 3D printing expertise.
Further, our 3D printing group has its own maintenance and research team that utilizes an in-house laboratory facility where products can be tested. The wide variety of products that are processed by our multiple production lines are logistically streamlined through our proprietary database systems that manage the entire process from order intake to 3D printing to final shipment. Engineering (Mindware).
Clinical Services and Personalized Medical Devices. Using our FDA-cleared and CE compliant medical software, we analyze 3D medical images of patients and provide doctors with virtual surgical planning services for their review and approval.
Using our FDA-cleared and CE compliant medical software, we analyze 3D medical images of patients and provide doctors with virtual surgical planning and simulation services for their review and approval. We also design and 3D print surgical guides that uniquely fit a specific patient and allow the surgeon to conduct the operation in accordance with the approved surgical plan.
We leverage our collaboration partners’ distribution capabilities to extend our reach into these large markets, and our collaboration partners utilize our 3D printing-related expertise to provide surgical planning and customized devices to surgeons. 42 Table of Contents We also address certain high value-added, specialty applications by providing the full solution ourselves, including the delivery of implants and guides directly to the hospital or surgeon.
We leverage our collaboration partners’ distribution capabilities to extend our reach into these large markets, and our collaboration partners utilize our 3D printing-related expertise to provide surgical planning and customized devices to surgeons.
Our engineering teams have particular expertise in industrial and medical applications, including patient-specific surgical guides, models and implants with the applicable market clearances. Our teams are highly specialized, especially in the medical field, and include quality controllers, development researchers for new hardware concepts and trainers who bring new engineers to the required level of expertise.
Our teams are highly specialized, especially in the medical field, and include quality controllers, development researchers for new hardware concepts and trainers who bring new engineers to the required level of expertise. Our engineers operate within the framework of the aforementioned ISO 9001:2015 and ISO 13485:2016 certified quality management system.
Mimics Enlight is based on the strengths of Materialise’s Mimics Innovation Suite and can be applied in various clinical fields such as structural heart or lung surgery. ● Materialise Surgicase. Materialise Surgicase is an online case management platform that enables medical device companies and hospitals to manage ordering and processing of personalized services and devices.
Materialise Mimics Flow is an online case management platform that enables medical device companies and hospitals to manage ordering and processing of personalized services and devices. ● Materialise Mimics Viewer.
For example, on May 26, 2021, the Medical Devices Regulation became applicable in the European Union and replaced the Medical Device Directive. This required us to adopt a series of measures and we will continue to update our systems and product registrations during the provided transition period to comply with this new Regulation. For more information, see “Item 3.
For example, on May 26, 2021, the Medical Devices Regulation became applicable in the European Union and replaced the Medical Device Directive. This transition required us to adopt a series of measures to ensure compliance. Additionally, we have secured extension letters for our existing EU Medical Device Directive certificates, allowing us to market these devices until at least 2027.
We acquired OrthoView Holdings Limited in October 2014, and have included the OrthoView solution in our portfolio of pre-operative planning solutions. ● Materialise Mimics inPrint. With Materialise Mimics inPrint, clinicians can easily create files for 3D printing and use anatomically accurate models to help simulate or evaluate options for patient-specific surgical treatment. ● Materialise ProPlan CMF.
With Materialise Mimics inPrint, clinicians can easily create files for 3D printing and use anatomically accurate models to help simulate or evaluate options for patient-specific surgical treatment. ● Materialise Mimics Enlight CMF. Materialise Mimics Enlight CMF is a software package developed for oral, maxillofacial, nose, throat and plastic surgeons.
Our Materialise Manufacturing Segment In our Materialise Manufacturing segment, we primarily offer 3D printing services to industrial and commercial customers, the majority of which are located in Europe. In addition, we have identified, and provide 3D printing services to certain specialty growth markets in both the industrial and consumer marketplaces.
In addition, we have identified, and provide 3D printing services to certain specialty growth markets in both the industrial and consumer marketplaces. Many of the parts we print require functionality that cannot be delivered using other production processes.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Net other operating income. Net other operating income decreased to a negative € 6.5 million, in the year ended December 31, 2023, compared to a positive € 3.2 million net other operating income in the year ended December 31, 2022.
Net other operating income decreased to a negative € 6.5 million, in the year ended December 31, 2023, compared to a positive € 3.2 million net other operating income in the year ended December 31, 2022.
The credit facility provides for a first draw between October 2022 and April 2025, repayable in full in April 2030, with an interest rate of 3.56%. A second draw may be made between October 2022 and June 2025, repayable in full in June 2031, with an interest rate of 3.81%.
The credit facility provides for first draw between October 2022 and April 2025, repayable in full in April 2030, with an interest rate of 3.56% A second draw may be made between October 2022 and June 2025, repayable in full in June 2031, with an interest rate of 3.81%.
Our consolidated Adjusted EBITDA was € 31.4 million in the year ended December 31, 2023, compared to € 19.0 million in the year ended December 31, 2022, an increase of € 12.4 million. 66 Table of Contents Comparison of Years Ended December 31, 2023 and 2022 by Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Materialise Materialise Materialise Total ​ ​ in 000€ ​ Software ​ Medical ​ Manufacturing ​ segments ​ Unallocated (1) ​ Consolidated For the year ended December 31, 2023 ​ Revenues 44,442 101,376 110,310 256,127 — 256,127 ​ Segment Adjusted EBITDA 7,450 26,544 7,537 41,530 (10,133) 31,397 ​ Segment Adjusted EBITDA % ​ 16.8 % 26.2 % 6.8 % 16.2 % ​ 12.3 % For the year ended December 31, 2022 ​ ​ ​ ​ ​ Revenues ​ 43,688 84,846 103,489 232,023 — 232,023 ​ Segment Adjusted EBITDA ​ 1,514 18,822 8,229 28,565 (9,551) 19,014 ​ Segment Adjusted EBITDA % ​ 3.5 % 22.2 % 8.0 % 12.3 % ​ 8.2 % (1) Unallocated Segment Adjusted EBITDA consists of corporate research and development, corporate headquarter costs and other operating income (expense) and the added share-based compensation expenses, acquisition related expenses of business combinations, impairment and fair value of business combinations that are included in Adjusted EBITDA when not attributable to a segment.
Our consolidated Adjusted EBITDA was € 31.4 million in the year ended December 31, 2023, compared to € 19.0 million in the year ended December 31, 2022, an increase of € 12.4 million Comparison of the Years Ended December 31, 2023 and 2022 by Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Materialise Materialise Materialise Total ​ ​ in 000€ ​ Software ​ Medical ​ Manufacturing ​ segments ​ Unallocated (1) ​ Consolidated For the year ended December 31, 2023 ​ Revenues 101,376 ​ 44,442 ​ 110,310 ​ 256,127 ​ — ​ 256,127 ​ Segment Adjusted EBITDA 26,544 ​ 7,450 ​ 7,537 ​ 41,530 ​ (10,133) ​ 31,397 ​ Segment Adjusted EBITDA % ​ 26.2 % 16.8 % 6.8 % 16.2 % ​ ​ 12.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ 84,846 ​ 43,688 ​ 103,489 ​ 232,023 ​ — ​ 232,023 ​ Segment Adjusted EBITDA ​ 18,822 ​ 1,514 ​ 8,229 ​ 28,565 ​ (9,551) ​ 19,014 ​ Segment Adjusted EBITDA % ​ 22.2 % 3.5 % 8.0 % 12.3 % ​ ​ 8.2 % (1) Unallocated Segment Adjusted EBITDA consists of corporate research and development, corporate headquarter costs and other operating income (expense) and the added share-based compensation expenses, acquisition related expenses of business combinations, impairment and fair value of business combinations that are included in Adjusted EBITDA when not attributable to a segment. 72 Table of Contents Our Materialise Medical segment’s Adjusted EBITDA amounted to € 26.5 million in the year ended December 31, 2023, compared to € 18.8 million in the year ended December 31, 2022.
Of our cash and cash equivalents held outside of Belgium as of December 31, 2023, 2022 and 2021, the amount of cash that would have been subject to withholding taxes if transferred to us by way of dividends and the amount of cash that could not have been transferred by law, or the transfer of which would have been subject to prior approval that was beyond our control, was in each case immaterial.
Of our cash and cash equivalents held outside of Belgium as of December 31, 2024, 2023 and 2022, the amount of cash that would have been subject to withholding taxes if transferred to us by way of dividends and the amount of cash that could not have been transferred by law, or the transfer of which would have been subject to prior approval that was beyond our control, was in each case immaterial.
Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ​ 75 Table of Contents
Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 78 Table of Contents
Liquidity and Capital Resources ​ Prior to our initial public offering, we historically funded our operations principally from cash generated from operations and borrowings.
B. Liquidity and Capital Resources ​ Prior to our initial public offering, we historically funded our operations principally from cash generated from operations and borrowings.
We have applied a discount factor of 13.32% that is based on the estimated weighted average cost of capital of Fluidda, reflecting the uncertainty in relation to Fluidda’s ability to be successful and the applied estimates by our consolidated group.
We have applied a discount factor that is based on the estimated weighted average cost of capital of Fluidda, reflecting the uncertainty in relation to Fluidda’s ability to be successful and the applied estimates by our consolidated group.
Gross profit increased € 16.4 million from € 128.8 million in the year ended December 31, 2022, to € 145.1 million in the year ended December 31, 2023, mainly driven by increased revenue in all three Materialise segments, partially offset by higher production costs.
Gross profit increased € 16.4 million from € 128.8 million in the year ended December 31, 2022, to € 145.1 million in the year ended December 31, 2023, mainly driven by increased revenue in all three Materialise segments, slightly offset by higher production costs.
From our initial public offering on June 30, 2014 through December 31, 2022, we have raised approximately $258.5 million in aggregate net proceeds from public offerings of our ADSs and a private placement of our ordinary shares.
From our initial public offering on June 30, 2014 through December 31, 2024, we have raised approximately $ 258.5 million in aggregate net proceeds from public offerings of our ADSs and a private placement of our ordinary shares.
Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future, include but are not limited to: ● future expected cash flows from customer contracts and relationships, software license sales and maintenance agreements; ● the fair value of the plant and equipment; 62 Table of Contents ● the fair value of the deferred revenue; ● discount rates; and ● the technology royalty rate.
Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future, include but are not limited to: ● future expected cash flows from customer contracts and relationships, software license sales and maintenance agreements; ● the fair value of the plant and equipment; ● the fair value of the deferred revenue; ● discount rates; and ● the technology royalty rate.
Development expenditures on an individual project are recognized as an intangible asset when we can demonstrate: ● the technical feasibility of completing the intangible asset so that the asset will be available for use or sale; ● the intention to complete and the ability to use or sell the asset; ● how the asset will generate future economic benefits; ● the availability of resources to complete the asset; and ● the ability to measure reliably the expenditure during development.
Development expenditures on an individual project are recognized as an intangible asset when we can demonstrate: ● the technical feasibility of completing the intangible asset so that the asset will be available for use or sale; ● the intention to complete and the ability to use or sell the asset; ● how the asset will generate future economic benefits; ● the availability of resources to complete the asset; and 59 Table of Contents ● the ability to measure reliably the expenditure during development.
We believe that each of these horizontal platforms has the potential of continuing to grow as the adoption of additive manufacturing by our customers in each of our segments grows. ● Second, leveraging on the technological and market knowledge that we gain as we bring our horizontal offerings to the market, we have built a select number of what we call vertical applications of 3D printing.
We believe that each of these horizontal platforms has the potential of continuing to grow as the adoption of additive manufacturing by our customers in each of our segments grows. 57 Table of Contents ● Second, leveraging on the technological and market knowledge that we gain as we bring our horizontal offerings to the market, we have built a select number of what we call vertical applications of 3D printing.
Fluidda is a private start-up company which offers turnkey contract research services for drug development and medical device development. Fluidda is currently loss-making. In determining the fair value of the convertible loan, we consider different contractual parameters such as the repayment and conversion scenarios and dates.
Fluidda is a private start-up company which offers turnkey contract research services for drug development and medical device development. In determining the fair value of the convertible loan, we consider different contractual parameters such as the repayment and conversion scenarios and dates.
Similar to the first tranche, the duration of the loan will be between six to eight years, and includes a two-year loan repayment grace period. Loans under the contract are made at a fixed rate, based on the Euribor rate at the time of the borrowing, plus a variable margin.
Similar to the first tranche, the duration of the loan will be between six to eight years, and includes a two-year loan repayment grace period. 75 Table of Contents Loans under the contract are made at a fixed rate, based on the Euribor rate at the time of the borrowing, plus a variable margin.
Our manufacturing overhead expenses include quality assurance, manufacturing engineering, material procurement, inventory control, facilities, equipment and information technology and operations supervision and management. 56 Table of Contents Research and Development Expenses Our research and development activities primarily consist of engineering and research programs associated with our products under development as well as research and development activities associated with our core technologies and processes.
Our manufacturing overhead expenses include quality assurance, manufacturing engineering, material procurement, inventory control, facilities, equipment and information technology and operations supervision and management. Research and Development Expenses Our research and development activities primarily consist of engineering and research programs associated with our products under development as well as research and development activities associated with our core technologies and processes.
The overall gross profit margin (gross profit divided by our revenue) amounted to 56.7% in the year ended December 31, 2023, compared to 55.5% in the year ended December 31, 2022. Research and development, or R&D, sales and marketing, or S&M, and general and administrative, or G&A, expenses .
The overall gross profit margin (gross profit divided by our revenue) amounted to 56.5% in the year ended December 31, 2024, compared to 56.7% in the year ended December 31, 2023. Research and development, or R&D, sales and marketing, or S&M, and general and administrative, or G&A, expenses .
These expenses were partially offset by witholding tax exemptions (€ 3.0 million), grants received (€ 1.8 million), and R&D tax credits (€ 1.4 million). Net financial income (financial income and financial expense) .
These expenses were partially offset by withholding tax exemptions (€ 3.0 million), grants received (€ 1.8 million), and R&D tax credits (€ 1.4 million). Net financial income (financial income and financial expense).
We have not recognized deferred tax assets on unused tax losses and Innovation Income Deduction totaling € 22 million as at December 31, 2023 (2022: € 19 million; 2021: € 12 million) given that it is not probable that sufficient positive taxable base will be available in the foreseeable future against which these tax losses and Innovation Income Deduction can be utilized.
We have not recognized deferred tax assets on unused tax losses and Innovation Income Deduction totaling € 29 million as at December 31, 2024 (2023: € 22 million; 2022: € 19 million) given that it is not probable that sufficient positive taxable base will be available in the foreseeable future against which these tax losses and Innovation Income Deduction can be utilized.
If all deferred tax assets related to unused tax losses carried forward and Innovation Income Deduction would meet the criteria for recognition, net result for the year would have improved by € 22 million in 2023 through a deferred tax benefit.
If all deferred tax assets related to unused tax losses carried forward and Innovation Income Deduction would meet the criteria for recognition, net result for the year would have improved by € 29 million in 2024 through a deferred tax benefit.
As of December 31, 2023, we had current and non-current receivables related to tax credits for an amount of € 5 million (2022: € 5 million; 2021: € 5 million).
As of December 31, 2024, we had current and non-current receivables related to tax credits for an amount of € 6 million (2023: € 5 million; 2022: € 5 million).
The interest rate was fixed at approximately 1.6%, and pledges including a € 4.7 million mortgage on ACTech’s facilities and guaranteed by Materialise NV. In addition, a new investment credit of € 3.0 million was obtained from Commerzbank in June 2018, repayable as from January 2019 and with a fixed interest rate of 1.5%.
The interest rate has been fixed at approximately 1.6%, and pledges have been granted including a € 4.7 million mortgage on ACTech’s facilities and a guarantee by Materialise NV. In addition, a new investment credit of € 3.0 million was obtained from Commerzbank in June 2018, repayable as from January 2019 and with a fixed interest rate of 1.5%.
K€5,000 - Other facility loan A facility loan was contracted in 2012 for the construction of Leuven office and production facilities. The balance of this loan amounted to € 1.5 million as of December 31, 2023. This loan has a repayment schedule of 15 years and interest rate is fixed at 4.61%.
K€5,000 - Other facility loan This facility loan was contracted in 2012 for the construction of Leuven office and production facilities. The balance of this loan amounts to € 1.1 million per December 31, 2024. The loan has a repayment schedule of 15 years and interest rate is fixed at 4.61%.
Adjustments to estimates to complete are made in the periods when facts that give rise to a change become known. When the estimate indicates that a loss will be incurred, the loss is recorded in the relevant period. Significant judgments and estimates are involved in determining the percentage completion for each contract.
Adjustments to estimates to complete are made in the periods when facts that give rise to a change become known. When the estimate indicates that a loss will be incurred, the loss is recorded in the relevant period. Significant judgments and estimates are involved in determining the percentage completion for each contract. Different assumptions can produce materially different results.
As of December 31, 2022, we recognized an impairment of K€672 in respect of this asset under construction, due to an overlap with the recently acquired Link3D technology and the fact that this Link3D technology was already in a more advanced stage.
During 2022 we continued to invest in this project and added K€984 to the asset under construction. As of December 31, 2022, we recognized an impairment of K€672 in respect of this asset under construction, due to an overlap with the recently acquired Link3D technology and the fact that this Link3D technology was already in a more advanced stage.
The acquisition of Identify3D is intended to strengthen the security features of our CO-AM platform. 54 Table of Contents Growth Strategy In general, our strategy is built on the development and sale of two different sets of product portfolios: our horizontal and our vertical solutions. ● Each of our segments has what we call a horizontal product offering that addresses a broad set of needs of customers that make use of additive manufacturing: our market leading Magics Software platform and the CO-AM platform that we launched in 2022 in our Materialise Software segment, the Mimics Innovation Suite in our Materialise Medical segment and the additive manufacturing services that we offer through our Materialise Manufacturing segment.
Growth Strategy In general, our strategy is built on the development and sale of two different sets of product portfolios: our horizontal and our vertical solutions. ● Each of our segments has what we call a horizontal product offering that addresses a broad set of needs of customers that make use of additive manufacturing: our market leading Magics Software platform and the CO-AM platform that we launched in 2022 in our Materialise Software segment, the Mimics Innovation Suite in our Materialise Medical segment and the additive manufacturing services that we offer through our Materialise Manufacturing segment.
Within our medical software department recurrent revenue from annual and renewed licenses and maintenance fees increased by € 3.9 million, or 20.8%, reflecting the implementation of our continued strategy focused on products with defined contractual periods.
Within our medical software department recurrent revenue from annual and renewed licenses and maintenance fees increased by € 1.7 million, or 6.3%, reflecting the implementation of our continued strategy focused on products with defined contractual periods.
Revenue by geographical area is presented as follows: ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2023 2022 Americas 97,399 86,924 Europe & Africa 138,741 125,138 Asia-Pacific 19,988 19,960 Total 256,127 232,023 ​ Revenue generated in Europe increased by € 13.6 million, or 10.9%, in the year ended December 31, 2023, compared to the year ended December 31, 2022, due to higher revenue from our Materialise Medical, Materialise Manufacturing and Materialise Software segments.
Revenue was € 256.1 million in the year ended December 31, 2023 compared to € 232.0 million in the year ended December 31, 2022, an increase of € 24.1 million, or 10.4%. 70 Table of Contents Revenue by geographical area is presented as follows: ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31 in 000€ 2023 2022 Americas ​ 97,399 ​ 86,924 Europe & Africa ​ 138,741 ​ 125,138 Asia-Pacific ​ 19,988 ​ 19,960 Total ​ 256,127 ​ 232,023 ​ Revenue generated in Europe increased by € 13.6 million, or 10.9%, in the year ended December 31, 2023, compared to the year ended December 31, 2022, due to higher revenue from our Materialise Medical, Materialise Manufacturing and Materialise Software segments.
In our Materialise Medical segment, we generate revenue through the sale of medical devices that we print or manufacture for our customers and from the sale of licenses on our medical software packages, software maintenance contracts and custom software development and engineering services.
In our Materialise Software segment, we generate revenues from software licenses, maintenance contracts and custom software development services and sales of Materialise Controller. 58 Table of Contents In our Materialise Medical segment, we generate revenue through the sale of medical devices that we print or manufacture for our customers and from the sale of licenses on our medical software packages, software maintenance contracts and custom software development and engineering services.
R&D expenses increased from € 37.6 million to € 38.1 million, or 1.4%.S&M expenses decreased from € 62.1 million to € 57.8 million, or 6.9%, driven by our Materialise Software segment sales reorganization. G&A expenses increased from € 35.1 million to € 37.1 million, or 5.5%. The G&A expenses included the roll-out of our ongoing internal digital transformation project.
S&M expenses decreased from € 62.1 million to € 57.8 million, or 6.9%, driven by our Materialise Software segment sales reorganization. G&A expenses increased from € 35.1 million to € 37.1 million, or 5.5%. The G&A expenses included the roll-out of our ongoing internal digital transformation project. Net other operating income.
The vast majority of the loans have a repayment period over seven years, and are at fixed interest rates with weighted average below 1%. K€7,943 Lease liabilities We have had several lease obligations, mainly with financial institutions and related to the financing of buildings and various other items of plant and equipment such as 3D printers.
The vast majority of the loans have a reimbursement period over seven years, and are at fixed interest rates with weighted average below 1%. Lease liabilities The Group has several lease obligations mainly with financial institutions and related to the financing of buildings and various other items of plant and equipment such as 3D printers.
Convertible Loan Granted to Fluidda We account for the convertible loan granted to Fluidda in January 2019, with a notional amount of € 2.5 million, at fair value. The carrying value of the convertible loan amounts to € 3.7 million at December 31, 2023.
Convertible Loan Granted to Fluidda We account for the convertible loan granted to Fluidda in January 2019, with a notional amount of € 2.5 million, at fair value. The carrying value of the convertible loan amounts to € 4.0 million at December 31, 2024.
As of December 31, 2023, we had € 92 million (2022: € 88 million; 2021: € 58 million) of tax losses carried forward and Innovation Income Deductions, of which € 47 million related to Materialise NV (2022: € 45 million; 2021: € 36 million).
As of December 31, 2024, we had € 119 million (2023: € 92 million; 2022: € 88 million) of tax losses carried forward and Innovation Income Deductions, of which € 56 million related to Materialise NV (2023: € 47 million; 2022: € 45 million).
In the year ended December 31, 2022, the net cash flow from operating activities was the result of the income statement cash result of € 21.3 million, decreased by working capital requirements of € 9.2 million, offset by increased deferred revenue of € 10.3 million.
In the year ended December 31, 2024, the net cash flow from operating activities was the result of the income statement cash result of € 32.9 million, decreased by working capital requirements of € 2.7 million, offset by increased deferred revenue of € 1.3 million.
As part of the first tranche, an amount of €10.0 million was drawn in July of 2018. The duration of the loan will be between six to eight years, and includes a two-year loan repayment grace period. In July 2019, the second tranche of € 25.0 million was drawn.
The duration of the loan will be between six to eight years, and includes a two-year loan repayment grace period. In July 2019, the second tranche of € 25.0 million was drawn.
A second draw may be made between October 2022 and June 2025, repayable in full in June 2031. A third and final draw may be made between October 2022 and June 2026, repayable in full in June 2032.
A second draw may be made between October 2022 and June 2025, repayable in full in June 2031.
The overall gross profit margin (gross profit divided by our revenue) amounted to 55.5% in the year ended December 31, 2022, compared to 57.5% in the year ended December 31, 2021. Research and development, or R&D, sales and marketing, or S&M, and general and administrative, or G&A, expenses.
The overall gross profit margin (gross profit divided by our revenue) amounted to 56.7% in the year ended December 31, 2023, compared to 55.5% in the year ended December 31, 2022. 71 Table of Contents Research and development, or R&D, sales and marketing, or S&M, and general and administrative, or G&A, expenses.
Certain contracts include estimates of variable considerations within the transaction price and assessing the revenue constraint, such as: ● quantities/volume sold at fixed prices related to, but not limited to, the manufacturing of 3D printed products, software licenses sold and maintenance renewals; ● contractual prices may vary based on volume purchased during a given period; ● FTE expenses for development or other services billed on a time & material basis; and ● volume rebates.
In addition, for certain performance obligations such as development services, the stand-alone selling prices also require an estimate of the time required to complete the development. 61 Table of Contents Certain contracts include estimates of variable considerations within the transaction price and assessing the revenue constraint, such as: ● quantities/volume sold at fixed prices related to, but not limited to, the manufacturing of 3D printed products, software licenses sold and maintenance renewals; ● contractual prices may vary based on volume purchased during a given period; ● FTE expenses for development or other services billed on a time & material basis; and ● volume rebates.
The following table sets forth our principal indebtedness: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, in 000€ 2023 2022 2021 K€50,000 KBC credit facility ​ — ​ — ​ — K€35,000 EIB bank loan 21,667 27,500 33,333 K€28,000 acquisition bank loan 10,000 12,559 15,604 K€17,700 secured bank loans 14,904 16,165 16,592 K€12,300 bank loans ACTech 3,546 5,860 8,160 K€5,000 other facility loan 1,496 1,881 2,248 Bank investment loans - top 20 outstanding 4,778 8,828 12,852 Bank investment loans - other — 606 1,569 Lease liabilities 7,943 7,485 8,621 Related party loan 64 96 128 Total loans and borrowings 64,398 80,980 99,107 Current 25,483 19,960 21,202 Non-Current 38,915 61,020 77,905 ​ K€50,000 KBC credit facility In October 2022, we entered into a credit facility agreement with KBC, which allows for a € 50 million delayed draw.
The following table sets forth our principal indebtedness: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, in 000€ 2024 2023 2022 K€50,000 KBC credit facility ​ — ​ — ​ — K€35,000 EIB bank loan 15,833 21,667 27,500 K€28,000 acquisition bank loan — 10,000 12,559 K€17,700 secured bank loans 13,348 14,904 16,165 K€12,300 bank loans ACTech 1,230 3,546 5,860 K€5,000 other facility loan 1,094 1,496 1,881 Bank investment loans - top 20 outstanding 2,023 4,778 8,828 Bank investment loans - other — — 606 Lease liabilities 7,726 7,943 7,485 Related party loan 30 64 96 Total loans and borrowings 41,284 64,398 80,980 Current 12,997 25,483 19,960 Non-Current 28,287 38,915 61,020 ​ K€50,000 KBC credit facility In October 2022, we entered into a credit facility agreement with KBC which allows for a € 50 million delayed draw.
As a result of the factors described above, net loss amounted to € 2.2 million in the year ended December 31, 2022 compared to a net profit of € 13.1 million in the year ended December 31, 2021. Other Financial Information EBITDA.
As a result of the factors described above, net profit amounted to € 6.7 million in the year ended December 31, 2023 compared to a net loss of € 2.2 million in the year ended December 31, 2022. Other Financial Information EBIT and EBITDA.
R&D, S&M and G&A expenses decreased, in the aggregate, to € 133.0 million in the year ended December 31, 2023, compared to € 134.8 million in the year ended December 31, 2022.
R&D, S&M and G&A expenses decreased, in the aggregate, to € 133.0 million in the year ended December 31, 2023, compared to € 134.8 million in the year ended December 31, 2022. R&D expenses increased from € 37.6 million to € 38.1 million, or 1.4%.
Income taxes in the year ended December 31, 2022 resulted in an expense of € 1.0 million, which was a combination of deferred tax income amounting to € 1.0 million and current income tax expenses of € 2.0 million.
Income taxes in the year ended December 31, 2024 resulted in an expense of € 0.7 million, which was a combination of deferred tax benefits amounting to € 1.1 million and current income tax expenses of € 1.9 million. Net profit/loss .
As a result of the factors described above, our consolidated EBITDA was € 27.1 million in the year ended December 31, 2023, compared to € 19.2 million in the year ended December 31, 2022, an increase of € 8.0 million.
As a result of the factors described above, our consolidated EBIT was € 5.6 million in the year ended December 31, 2023, compared to € (2.9) million in the year ended December 31, 2022, an increase of € 8.5 million.
As of December 31, 2023, our team consisted of 2,437 FTEs and fully dedicated consultants. Our portfolio of intellectual property featured 476 issued patents and 101 pending patent applications as of December 31, 2023.
As of December 31, 2024, our team consisted of 2,514 FTEs and fully dedicated consultants. Our portfolio of intellectual property featured 488 issued patents and 150 pending patent applications as of December 31, 2024.
Of those standards that are not yet effective, none are expected to have a material impact on our financial statements in the period of initial application. 63 Table of Contents Results of Operations Comparison of Years Ended December 31, 2023 and 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€, except percentages 2023 2022 % Change Revenue 256,127 232,023 10.4 % Cost of sales (110,996) (103,255) 7.5 % Gross profit 145,131 128,768 12.7 % Research and development expenses (38,098) (37,568) 1.4 % Sales and marketing expenses (57,822) (62,125) (6.9) % General and administrative expenses (37,068) (35,143) 5.5 % Net other operating income (6,524) 3,196 ​ ​ Operating profit 5,619 (2,872) ​ ​ Financial expenses (3,865) (4,420) ​ ​ Financial income 5,019 6,114 ​ ​ Profit before taxes 6,772 (1,178) ​ ​ Income taxes (78) (975) ​ ​ Net profit 6,695 (2,153) ​ ​ ​ Revenue.
Comparison of Years Ended December 31, 2023 and 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€, except percentages 2023 2022 % Change Revenue 256,127 232,023 10.4 % Cost of sales (110,996) (103,255) 7.5 % Gross profit 145,131 128,768 12.7 % Research and development expenses (38,098) (37,568) 1.4 % Sales and marketing expenses (57,822) (62,125) (6.9) % General and administrative expenses (37,068) (35,143) 5.5 % Net other operating income (expenses) (6,524) 3,196 (304.1) % Operating profit 5,619 (2,872) ​ ​ Financial expenses (3,865) (4,420) ​ ​ Financial income 5,019 6,114 ​ ​ Profit (loss) before taxes 6,772 (1,178) ​ ​ Income tax expense / (benefit) (78) (975) ​ ​ Net profit (loss) 6,695 (2,153) ​ ​ ​ Revenue.
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 our day-to-day operations.
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 our day-to-day operations. We also use segment Adjusted EBITDA to evaluate the performance of our three business segments.
Our Materialise Software segment’s Adjusted EBITDA was € 7.5 million in the year ended December 31, 2023, compared to € 1.5 million in the year ended December 31, 2022.
Our Materialise Software segment’s Adjusted EBITDA was € 7.5 million in the year ended December 31, 2023, compared to € 1.5 million in the year ended December 31, 2022. This segment’s Adjusted EBITDA margin increased to 16.8% in the year ended December 31, 2023, from 3.5% for the year ended December 31, 2022.
Non-recurrent revenue, mainly consisting of perpetual fees and services, decreased by € 1.2 million, or 7.6%, in the year ended December 31, 2023.
Non-recurrent revenue, mainly consisting of perpetual fees and services, decreased by € 1.2 million, or 7.6%, in the year ended December 31, 2023. Deferred revenue from license and maintenance fees amounted to € 0.8 million in the year ended December 31, 2023, compared to € 2.7 million in the year ended December 31, 2022.
In addition, we must make significant estimates such as (i) the discount rate, (ii) the probability and timing of each repayment and conversion scenario, and (iii) the amount of a qualified capital increase that will determine the conversion factor. The convertible loan has a duration of seven years with a 10% annual interest rate which is capitalized.
In addition, we must make significant estimates such as (i) the discount rate, (ii) the probability and timing of each repayment and conversion scenario, and (iii) the amount of a qualified capital increase that will determine the conversion factor.
Cash Flows The table below summarizes our cash flows from operating activities, investing activities and financing activities for the years ended December 31, 2023, 2022 and 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2023 2022 2021 Net cash flow from operating activities 20,157 22,288 25,845 Net cash flow from/(used in) investing activities (11,037) (53,861) (13,134) Net cash flow from/(used in) financing activities (22,368) (22,510) 71,156 Net increase / (decrease) of cash and cash equivalents (13,248) (54,082) 83,867 ​ Comparison of Years Ended December 31, 2023 and 2022 Net cash flow from operating activities amounted to € 20.2 million in the year ended December 31, 2023 compared to € 22.3 million in the year ended December 31, 2022, a decrease of € 2.1 million, or 9.6%.
Cash Flows The table below summarizes our cash flows from operating activities, investing activities and financing activities for the years ended December 31, 2024, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2024 2023 2022 Net cash flow from operating activities 31,456 ​ 20,157 ​ 22,288 Net cash flow from/(used in) investing activities (28,588) ​ (11,037) ​ (53,861) Net cash flow from/(used in) financing activities (27,644) ​ (22,368) ​ (22,510) Net increase / (decrease) of cash and cash equivalents (24,776) ​ (13,248) ​ (54,082) ​ Comparison of Years Ended December 31, 2024 and 2023 Net cash flow from operating activities amounted to € 31.5 million in the year ended December 31, 2024 compared to € 20.2 million in the year ended December 31, 2023, an increase of € 11.3 million, or 56.1%.
Deferred revenue from license and maintenance fees amounted to € 2.7 million in the year ended December 31, 2022, compared to € 1.9 million in the year ended December 31, 2021.
Deferred revenue from license and maintenance fees amounted to € 1.8 million in the year ended December 31, 2024, compared to € 0.7 million in the year ended December 31, 2023.
Revenue from our Materialise Medical segment increased € 11.5 million, or 15.6%, from € 73.4 million in the year ended December 31, 2021, to € 84.8 million in the year ended December 31, 2022.
Revenue from our Materialise Medical segment increased € 16.5 million, or 19.5%, from € 84.8 million in the year ended December 31, 2022, to € 101.4 million in the year ended December 31, 2023.
The increase in the segment’s Adjusted EBITDA margin was as a result of increased revenues while keeping costs under control. Our Materialise Manufacturing segment’s Adjusted EBITDA amounts to € 7.5 million in the year ended December 31, 2023, from € 8.2 million in the year ended December 31, 2022.
The increase in the segment’s Adjusted EBITDA margin was as a result of increased revenues while keeping costs under control. 69 Table of Contents Our Materialise Software segment’s Adjusted EBITDA was € 5.6 million in the year ended December 31, 2024, compared to € 7.5 million in the year ended December 31, 2023.
Disclosure in this annual report of EBITDA and Adjusted EBITDA, which are non-IFRS financial measures, is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, IFRS. EBITDA and Adjusted EBITDA should not be considered as alternatives to net profit or any other performance measure derived in accordance with IFRS.
Our calculation of EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Disclosure in this annual report of EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA, which are non-IFRS financial measures, is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, IFRS.
Revenue increased by € 24.1 million, or 10.4%, to € 256.1 million in the year ended December 31, 2023, from € 232.0 million in the year ended December 31, 2022.
Revenue increased by € 10.6 million , or 4%, to € 266.8 million in the year ended December 31, 2024, from € 256.1 million in the year ended December 31, 2023.
Different assumptions can produce materially different results. 59 Table of Contents Development Expenses Under International Accounting Standards 38, or IAS 38, internally generated intangible assets from the development phase are recognized if certain conditions are met.
Development Expenses Under International Accounting Standards 38, or IAS 38, internally generated intangible assets from the development phase are recognized if certain conditions are met.
Our 2023 EBITDA included expenses of € 4.2 million from the impairment of goodwill (€ 1.2 million) and partial impairment of the intangible assets (€ 2.4 million) of Materialise Motion NV and the impairment of intangible and tangible assets (€ 0.7 million) of Engimplan. These expenses were, among others, not reflected in our Adjusted EBITDA.
In 2023, revenue increased by 10.4%. Our 2023 EBIT and EBITDA included expenses of € 4.2 million from the impairment of goodwill (€ 1.2 million) and partial impairment of the intangible assets (€ 2.4 million) of Materialise Motion NV and the impairment of intangible and tangible assets (€ 0.7 million) of Engimplan.
As of December 31, 2023, no amounts had been drawn under this facility. K€35,000 EIB bank loan On December 20, 2017, we entered into a finance contract with the European Investment Bank, or EIB, to finance future research and development programs. The contract provides a credit of up to € 35.0 million drawable in two tranches.
K€35,000 EIB bank loan On December 20, 2017, we entered into a finance contract with the European Investment Bank, or EIB, to finance future research and development programs. The contract provides a credit of up to € 35.0 million drawable in two tranches. As part of the first tranche, an amount of €10.0 million was drawn in July of 2018.
The applied rate for the first tranche is initially equal to 2.4%. The applied rate for the second tranche is initially equal to 2.72% and varies in function of certain EBITDA levels and debt ratios. The contract contains customary security, covenants and undertakings. K€28,000 Acquisition loan This bank loan was concluded in October 2017 to finance the acquisition of ACTech.
The applied rate for the first tranche is initially equal to 2.4%. The applied rate for the second tranche is initially equal to 2.72%. The applied interest rate varies in function of certain EBITDA levels and debt ratios. The contract contains customary security, covenants and undertakings.
The agreement for the Belgian facility financing amounts to € 11.7 million, and repayments started in June 2023. The agreement for the Polish facility financing amounts to € 6.0 million (fully drawn per end of 2020), and repayments started in June 2019. The average interest rate of both agreements amounts to 1%.
The agreement for the Polish facility financing amounts to € 6.0 million (fully drawn per end of 2020), and repayments started in June 2019. The average interest rate of both agreements amounts to 1.2%. The bank loan is secured with a mortgage mandate on the Belgian facility buildings.
As of December 31, 2023, we capitalized €7.5 million as software and carried €0.4 million as assets under construction in respect of those projects. 60 Table of Contents In the year ended December 31, 2021 we determined that the criteria for internally generated intangible assets were met for our project on the transformation of the platform architecture to enable our software products to make the transition from desktop to (hybrid) cloud.
In the year ended December 31, 2021 we determined that the criteria for internally generated intangible assets were met for our project on the transformation of the platform architecture to enable our software products to make the transition from desktop to (hybrid) cloud. As of December 31, 2021 we had capitalized K€975 in respect of this project.
(2) Acquisition-related expenses of business combinations represent fees and costs in connection with the acquisition of Link3D on January 4, 2022.
(2) Acquisition-related expenses of business combinations represent fees and costs in connection with the acquisition of FEops on July 18, 2024.
These losses related to Materialise NV and subsidiaries that have a history of losses, in countries where these losses do not expire and may not be used to offset taxable income elsewhere in our consolidated group. Under the Belgian Innovation Income Deduction system, companies can deduct up to 85% of their net innovation income from the taxable basis.
These losses related to Materialise NV and subsidiaries that have a history of losses, in countries where these losses do not expire and may not be used to offset taxable income elsewhere in our consolidated group.
Reconciliation of Net Profit to Adjusted EBITDA (unaudited) on a Consolidated Basis ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2023 2022 2021 Net profit (loss) 6,695 (2,153) 13,145 Income tax expense / (benefit) 78 975 591 Financial expenses 3,865 4,420 4,101 Financial income (5,019) (6,114) (5,620) Depreciation and amortization 21,511 22,026 20,516 Share in loss of joint venture — — — EBITDA (unaudited) 27,130 19,154 32,733 Share-based compensation expenses (1) 39 (140) (833) Acquisition-related expenses of business combinations (2) — — 413 Impairments (3) 4,228 — 177 Adjusted EBITDA (unaudited) 31,397 19,014 32,490 (1) Share-based compensation expenses represent the cost of equity-settled and cash-settled share-based payments to employees.
(3) Impairments represents the impairment of goodwill (€ 1.2 million) and partial impairment of the intangible assets (€ 2.4 million) of Materialise Motion NV, and the impairment of intangible and tangible assets (€ 0.7 million) of Engimplan in 2023. 68 Table of Contents Reconciliation of Net Profit to Adjusted EBITDA (unaudited) on a Consolidated Basis ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2024 2023 2022 Net profit (loss) 13,406 6,695 (2,153) Income tax expense / (benefit) 733 78 975 Financial expenses 2,969 3,865 4,420 Financial income (7,677) (5,019) (6,114) Depreciation and amortization 21,742 21,511 22,026 EBITDA (unaudited) 31,175 27,130 19,154 Share-based compensation expenses (1) 285 39 (140) Acquisition-related expenses of business combinations (2) 24 — — Impairments (3) — 4,228 — Adjusted EBITDA (unaudited) 31,484 31,397 19,014 (1) Share-based compensation expenses represent the cost of equity-settled and cash-settled share-based payments to employees.
As a result of the factors described above, net profit amounted to € 6.7 million in the year ended December 31, 2023 compared to a net loss of € 2.2 million in the year ended December 31, 2022. 65 Table of Contents Other Financial Information We believe EBITDA and Adjusted EBITDA are meaningful measures to our investors to enhance their understanding of our financial performance.
As a result of the factors described above, net profit amounted to € 13.4 million in the year ended December 31, 2024 compared to € 6.7 million in the year ended December 31, 2023. 67 Table of Contents Other Financial Information We use EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA as supplemental financial measures of our financial performance.
Critical Accounting Policies and Accounting Estimates The preparation of our consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the accompanying disclosures.
Financial Expenses Our financial expenses primarily include costs associated with currency exchange differences and with interest payments on our debt. 60 Table of Contents Critical Accounting Policies and Accounting Estimates The preparation of our consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the accompanying disclosures.
Bank investment loans The 20 largest of these investment loans outstanding as of December 31, 2023 amount to a balance of € 4.8 million. They were agreed in 2018, 2017 and prior years to finance various investments in machinery, printers, equipment, and software tools.
Miscellaneous investment loans The 20 largest of these loans outstanding as of December 31, 2024 amount to a balance of € 2.0 million. They have been agreed in 2020 and in the years before to finance various investments in machinery, printers, equipment, and software tools.
When the grant relates to the construction of buildings, it is recognized as income over the depreciation period of the related building. 57 Table of Contents Such grants have been received from the federal and regional governments and from the European Union in the forms of grants linked to certain of its research and development programs, reduced payroll taxes and the financing of the construction of an office building in Leuven, Belgium and in Freiberg, Germany.
Such grants have been received from the federal and regional governments and from the European Union in the forms of grants linked to certain of its research and development programs, reduced payroll taxes and the financing of the construction of an office building in Leuven, Belgium and of the construction of a new production facility in Freiberg, Germany.
We have further invested in 2023, and will continue to invest in 2024 in state-of-the-art technology that is available on the market to upgrade our CRM, ERP and license management software.
With this program, we are investing in our IT landscape and upgrading and/or standardizing part of our digital core business. We have further invested in 2024, and will continue to invest in 2025 in state-of-the-art technology that is available on the market to upgrade our CRM, ERP and license management software.
Our Materialise Medical segment’s Adjusted EBITDA amounted to € 26.5 million in the year ended December 31, 2023, compared to € 18.8 million in the year ended December 31, 2022. The segment’s Adjusted EBITDA margin increased to 26.2% in the year ended December 31, 2022 from 22.2% in the year ended December 31, 2022.
Our Materialise Medical segment’s Adjusted EBITDA amounted to € 35.6 million in the year ended December 31, 2024, compared to € 26.5 million in the year ended December 31, 2023.
Net financial income was € 1.7 million in the year ended December 31, 2022, compared to a net income of € 1.5 million in the year ended December 31, 2021. In both years the net positive result was mainly due to positive foreign exchange differences, partially offset by interest expenses on our loans and borrowings. Income taxes.
Net financial income was € 4.7 million in the year ended December 31, 2024, compared to a net income of € 1.2 million in the year ended December 31, 2023. In 2024, the net positive result was mainly due to increased foreign exchange gains and decreased interest expense on our loans and borrowings. Income taxes .
This segment’s Adjusted EBITDA margin (the segment’s Adjusted EBITDA divided by the segment’s revenue) increased to 16.8% in the year ended December 31, 2023, from 3.5% for the year ended December 31, 2022. The increase in the Adjusted EBITDA margin was the result of cost containment efforts while further investing in R&D expenses.
The increase in the Adjusted EBITDA margin was the result of costs containment efforts while further investing in R&D expenses Our Materialise Manufacturing segment’s Adjusted EBITDA amounts to € 7.5 million in the year ended December 31, 2023, from € 8.2 million in the year ended December 31, 2022.
Investments in Property, Plant & Equipment and Intangible Assets The table below describes cash paid for investments in property, plant & equipment and intangible assets for the years ended December 31, 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2023 2022 2021 Purchase of property, plant and equipment 9,235 21,608 7,934 Purchase of intangible assets 2,525 3,165 3,788 Total 11,760 24,773 11,722 ​ Indebtedness As of December 31, 2023, we had loans and borrowings in the total amount of € 64.4 million, with mainly fixed interest rates.
No drawdowns were made under this new facility in 2023, while our repayment of borrowings and leases amounted to € 20.3 million. 74 Table of Contents Investments in Property, Plant & Equipment and Intangible Assets The table below describes cash paid for investments in property, plant & equipment and intangible assets for the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2024 2023 2022 Purchase of property, plant and equipment 24,649 ​ 9,235 ​ 21,608 Purchase of intangible assets 1,728 ​ 2,525 ​ 3,165 Total 26,377 ​ 11,760 ​ 24,773 ​ Indebtedness As of December 31, 2024, we had loans and borrowings in the total amount of € 41.3 million, with mainly fixed interest rates.
Recurrent revenue, consisting of limited license fees and maintenance fees, increased by € 4.6 million, or 19.7%, in the year ended December 31, 2022. Non-recurrent revenue, mainly consisting of perpetual fees and services, decreased by € 3.8 million, or 19.0%, in the year ended December 31, 2022.
Non-recurrent revenue, mainly consisting of perpetual fees and services, decreased by € 3.2 million, or 21.9%, in the year ended December 31, 2024. Deferred revenue from license and maintenance fees amounted to € 0.6 million in the year ended December 31, 2024, compared to € 0.8 million in the year ended December 31, 2023.
The bank loan is secured with a mortgage mandate on the Belgian facility buildings. K€12,300 bank loans In March 2018, three bank loans originating from the acquired ACTech business were refinanced in their entirety for an aggregate amount of € 9.3 million, with the maturity adjusted to May 2025 and the first repayments beginning in August 2020.
K€12,300 bank loans In March 2018, three bank loans originating from the acquired ACTech Group were refinanced entirely for the amount of € 9.3 million, with adjusted maturity to May 2025 and first reimbursements in August 2020.
A third and final draw may be made between October 2022 and June 2026, repayable in full in June 2032, with an interest rate of 3.87%. 72 Table of Contents All loan drawings were contracted at a fixed interest rate, and a reservation cost for the 3 tranches amounts is applicable at 0.15% per year.
A third and final draw can be made between October 2022 and June 2026, repayable in full in June 2032, with an interest rate of 3.87%. As of December 31, 2024 the credit line remains unused. Reservation cost for all 3 tranches amounts to 0.15% per year.
Our presentation of EBITDA and Adjusted EBITDA should not be construed to imply that our future results will be unaffected by unusual or non-recurring items.
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. Our presentation of EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA should not be construed to imply that our future results will be unaffected by unusual or non-recurring items.
With respect to the tax losses carried forward and Innovation Income Deductions carried forward we recognized at December 31, 2023 a deferred tax asset of € 0.1 million for Materialise NV (2022: € 0.2 million, 2021: € 0.0 million) and € 1.0 million for Materialise USA (2022: € 1.6 million, 2021: € 0.0 million).
Under the Belgian Innovation Income Deduction system, companies can deduct up to 85% of their net innovation income from the taxable basis. 63 Table of Contents With respect to the tax losses carried forward and Innovation Income Deductions carried forward, no deferred tax asset was recognized at December 31, 2024 (2023: € 0.1 million; 2022: € 0.2 million) for Materialise NV and we recognized a deferred tax asset of € 1.2 million for Materialise USA (2023: € 1.0 million; 2022: € 1.6 million).
Government grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Financial Expenses Our financial expenses primarily include costs associated with currency exchange differences and with interest payments on our debt.
Government grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with.
Reconciliation of Net Profit to Segment Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2023 2022 Net profit 6,695 (2,153) Income tax expense / (benefit) 78 975 Financial expenses 3,865 4,420 Financial income (5,019) (6,114) Operating profit / (loss) 5,619 (2,872) Depreciation and amortization 21,511 22,026 Corporate research and development 2,785 2,600 Corporate headquarters costs 10,464 9,504 Net other operating (income) expense (3,077) (2,693) Impairments (1) 4,228 — Segment Adjusted EBITDA (unaudited) 41,530 28,565 (1) Impairments represent the impairment of goodwill and intangible assets of Materialise Motion (€ 3.6 million) and the impairment of tangible and intangible assets of Engimplan (€ 0.7 million). 67 Table of Contents Comparison of Years Ended December 31, 2022 and 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€, except percentages 2022 2021 % Change Revenue 232,023 205,450 12.9 % Cost of sales (103,255) (87,278) 18.3 % Gross profit 128,768 118,172 9.0 % Research and development expenses (37,568) (26,891) 39.7 % Sales and marketing expenses (62,125) (49,151) 26.4 % General and administrative expenses (35,143) (33,315) 5.5 % Net other operating income (expenses) 3,196 3,402 (6.1) % Operating profit (2,872) 12,217 ​ ​ Financial expenses (4,420) (4,101) ​ ​ Financial income 6,114 5,620 ​ ​ Profit (loss) before taxes (1,178) 13,736 ​ ​ Income tax expense / (benefit) (975) (591) ​ ​ Net profit (loss) (2,153) 13,145 ​ ​ ​ Revenue.
Reconciliation of Net Profit to Segment Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2023 2022 Net profit (loss) 6,695 (2,153) Income tax expense / (benefit) 78 975 Financial expenses 3,865 4,420 Financial income (5,019) (6,114) Share in loss of joint venture — — Operating profit 5,619 (2,872) Depreciation and amortization 21,511 22,026 Corporate research and development 2,785 2,600 Corporate headquarters costs 10,464 9,504 Net other operating income (expense) (3,077) (2,693) Impairments (1) 4,228 — Segment Adjusted EBITDA (unaudited) 41,530 28,565 (1) Impairments represent the impairment of goodwill and intangible assets of Materialise Motion (€ 3.6 million) and the impairment of tangible and intangible assets of Engimplan (€ 0.7 million).
Further details on taxes are disclosed in Note 22.10 to our consolidated financial statements. 61 Table of Contents Impairment of Goodwill, Intangible Assets and Property, Plant and Equipment We have goodwill for a total amount of € 43.2 million as of December 31, 2023 (2022: € 44.2 million; 2021: € 18.7 million) which has been subject to an impairment test.
Impairment of Goodwill, Intangible Assets and Property, Plant and Equipment We have goodwill for a total amount of € 43.4 million as of December 31, 2024 (2023: € 43.2 million; 2022: € 44.2 million) which has been subject to an impairment test.

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Pauwels and Ms Van Muylder (iii) 1,000 ADS in an investment account in the name of Sorelle and (iv) 10,545 ADS held by Mr. Pauwels. (9) Consists of 143,346 ordinary shares held by Mr. Van der Schueren. (10) Consists of 45,145 ADSs held by Mr. Laudus. (11) Consists of 28,635 ordinary shares held by Ms. Van Steenbergen.
Van Muylder (iii) 1,000 ADS in an investment account in the name of Sorelle and (iv) 10,545 ADS held by Mr. Pauwels and Ms. Van Muylder. (9) Consists of 143,346 ordinary shares held by Mr. Van der Schueren. (10) Consists of 45,145 ADSs held by Mr. Laudus. (11) Consists of 28,635 ordinary shares held by Ms. Van Steenbergen.
Employees ​ The table below sets out information about the number of FTEs and fully dedicated consultants, which consultants included individual professionals who are registered as private entrepreneurs in Ukraine. Due to the war in Ukraine, some private entrepreneurs have been relocated to Poland, though they continue to work exclusively with our company.
D. Employees ​ The table below sets out information about the number of FTEs and fully dedicated consultants, which consultants included individual professionals who are registered as private entrepreneurs in Ukraine. Due to the war in Ukraine, some private entrepreneurs have been relocated to Poland, though they continue to work exclusively with our company.
The Audit Committee’s duties and responsibilities to carry out its purposes include, among others: ● the review of our accounting processes; ● the review of the effectiveness of our internal systems of control, risk management and compliance; ● the consideration and recommendation of the nomination, compensation, retention and termination of the Company’s statutory auditor for Belgian company law purposes and the Company’s independent auditor for SEC purposes, the commissioning of the auditors to conduct audits, agreeing on additional services to be provided by the auditors under their respective engagements, the establishment of the scope and the main review points of the audit and oversight of the auditors’ work (including resolution of disagreements with the auditors); ● the preparation of our board of directors’ resolution on our consolidated financial statements; ● reviewing our interim consolidated financial statements that are made public or otherwise filed with any securities regulatory authority; ● discussing any flaws relating to our internal control systems, as reported by our board of directors to the audit committee; ● monitoring our bookkeeping and records; and 82 Table of Contents ● the establishment of procedures for (i) the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
The Audit Committee’s duties and responsibilities to carry out its purposes include, among others: ● the review of our accounting processes; ● the review of the effectiveness of our internal systems of control, risk management and compliance; ● the consideration and recommendation of the nomination, compensation, retention and termination of the Company’s statutory auditor for Belgian company law purposes and the Company’s independent auditor for SEC purposes, the commissioning of the auditors to conduct audits, agreeing on additional services to be provided by the auditors under their respective engagements, the establishment of the scope and the main review points of the audit and oversight of the auditors’ work (including resolution of disagreements with the auditors); ● the preparation of our board of directors’ resolution on our consolidated financial statements; ● reviewing our interim consolidated financial statements that are made public or otherwise filed with any securities regulatory authority; ● discussing any flaws relating to our internal control systems, as reported by our board of directors to the audit committee; ● monitoring our bookkeeping and records; and ● the establishment of procedures for (i) the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
However, the Nasdaq Stock Market Listing Rules do not have a similar requirement, and our board of directors has determined that A Tre C CVOA (represented by Johan De Lille) and Jos Vander Sloten continue to be independent under the Nasdaq Stock Market Listing Rules. 76 Table of Contents The following is a brief summary of the business experience of the current members of our board of directors: Wilfried Vancraen .
However, the Nasdaq Stock Market Listing Rules do not have a similar requirement, and our board of directors has determined that A Tre C CVOA (represented by Johan De Lille) and Jos Vander Sloten continue to be independent under the Nasdaq Stock Market Listing Rules. 79 Table of Contents The following is a brief summary of the business experience of the current members of our board of directors: Wilfried Vancraen .
Conny Hooghe represented SoHo Services as our Vice President of Human Resources since September 2017. She holds a Master of Industrial Psychology from the University of Ghent. Previously she has held several human resources management positions within technological oriented or IT companies like Wolters Kluwer, Fujitsu Services and Atos Origin. 79 Table of Contents Carla Van Steenbergen.
Conny Hooghe represented SoHo Services as our Vice President of Human Resources since September 2017. She holds a Master of Industrial Psychology from the University of Ghent. Previously she has held several human resources management positions within technological oriented or IT companies like Wolters Kluwer, Fujitsu Services and Atos Origin. 82 Table of Contents Carla Van Steenbergen.
Hammes each received annual remuneration equal to € 11,000. In addition, Mr. De Lille, Mr. Vander Sloten, Mr. Ingels, Mr. Luyten, Ms. Verplancke, Mr. Sander Vancraen and Mr.
Leys each received annual remuneration equal to € 11,000. In addition, Mr. De Lille, Mr. Vander Sloten, Mr. Ingels, Mr. Luyten, Ms. Verplancke, Mr. Sander Vancraen, Mr. Hammes and Mr.
Hammes holds a Master of Science degree in Mechanical Engineering, Polymer Technology from RWTH Aachen. 78 Table of Contents Our board of directors has established an Executive Committee. The following is a brief summary of the professional experience of the members of our Executive Committee, which was established effective as of January 1, 2017: Johan Pauwels .
Hammes holds a Master of Science degree in Mechanical Engineering, Polymer Technology from RWTH Aachen. 81 Table of Contents Our board of directors has established an Executive Committee. The following is a brief summary of the professional experience of the members of our Executive Committee, which was established effective as of January 1, 2017: Johan Pauwels .
Compensation ​ Compensation of Directors Our Remuneration and Nomination Committee recommends the level of remuneration for directors. These recommendations are subject to approval by our board of directors and, subsequently, by our shareholders at the annual general meeting. During the year ended December 31, 2023, only the directorships of Mr. De Lille, Mr. Vander Sloten, Mr. Ingels, Mr. Luyten, Ms.
Compensation ​ Compensation of Directors Our Remuneration and Nomination Committee recommends the level of remuneration for directors. These recommendations are subject to approval by our board of directors and, subsequently, by our shareholders at the annual general meeting. During the year ended December 31, 2024, only the directorships of Mr. De Lille, Mr. Vander Sloten, Mr. Ingels, Mr. Luyten, Ms.
Hammes each received a remuneration of € 1,375 per physical board meeting that he or she attended and € 687.5 for each board meeting held via conference call (lasting more than one hour) that he or she attended. In addition, the Chairman of the Audit Committee received an annual remuneration of € 8,250.
Leys each received a remuneration of € 1,375 per physical board meeting that he or she attended and € 687.5 for each board meeting held via conference call (lasting more than one hour) that he or she attended. In addition, the Chairman of the Audit Committee received an annual remuneration of € 8,250.
The following actions are comprised under general policy of our company and are thus excluded from the powers of the Executive Committee: ● mergers and acquisitions; 81 Table of Contents ● transfer and waive of intellectual property rights to third parties; ● granting of exclusivity rights to third parties with an important impact on the freedom of a particular business segment; ● nomination and removal of members of the Executive Committee; ● opening of offices abroad and nomination and removal of managers thereof; ● conclusion of financial loans; ● sale and purchase of real estate; and ● cancellation of a particular product line.
The following actions are comprised under general policy of our company and are thus excluded from the powers of the Executive Committee: ● mergers and acquisitions; ● transfer and waive of intellectual property rights to third parties; ● granting of exclusivity rights to third parties with an important impact on the freedom of a particular business segment; ● nomination and removal of members of the Executive Committee; ● opening of offices abroad and nomination and removal of managers thereof; ● conclusion of financial loans; ● sale and purchase of real estate; and ● cancellation of a particular product line.
From 2013 to 2018, he managed a guesthouse, Intermezzo. Since October 2018, he has been a design engineer for the EASA DOA of TUI fly, a charter airline. 77 Table of Contents Jürgen Ingels . Jürgen Ingels has served as one of our independent directors since November 2013. Mr.
From 2013 to 2018, he managed a guesthouse, Intermezzo. Since October 2018, he has been a design engineer for the EASA DOA of TUI fly, a charter airline. 80 Table of Contents Jürgen Ingels . Jürgen Ingels has served as one of our independent directors since November 2013. Mr.
Verplancke, Mr. Sander Vancraen and Mr. Hammes were remunerated. The directorships of Mr. Wilfried Vancraen, Mr. Leys and Ms. Ingelaere were not remunerated because these individuals were remunerated in their capacity as senior management. During the year ended December 31, 2023, Mr. De Lille, Mr. Vander Sloten, Mr. Ingels, Mr. Luyten, Ms. Verplancke, Mr. Sander Vancraen and Mr.
Verplancke, Mr. Sander Vancraen, Mr. Hammes and Mr. Leys were remunerated. The directorships of Mr. Wilfried Vancraen, and Ms. Ingelaere were not remunerated because these individuals were remunerated in their capacity as senior management. During the year ended December 31, 2024, Mr. De Lille, Mr. Vander Sloten, Mr. Ingels, Mr. Luyten, Ms. Verplancke, Mr. Sander Vancraen, Mr. Hammes and Mr.
(12) Consists of 27,793 ADSs held by Ms. de Vet-Veithen. (13) Consist of 2,780 ADS held by Mr. Berges. F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable. ​ 85 Table of Contents
(12) Consists of 27,793 ADSs held by Ms. de Vet-Veithen. (13) Consist of 2,780 ADS held by Mr. Berges. F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable.
It is entitled to call on the resources that would be needed for this task. It is entitled to receive reports directly from the auditors, including reports with recommendations on how to improve our control processes. Remuneration and Nomination Committee Our Remuneration and Nomination Committee consists of three members: Wilfried Vancraen, Jozef Vander Sloten and Lieve Verplancke.
It is entitled to call on the resources that would be needed for this task. It is entitled to receive reports directly from the auditors, including reports with recommendations on how to improve our control processes. Remuneration and Nomination Committee Our Remuneration and Nomination Committee consists of three members: Ms Ingelaere, Jozef Vander Sloten and Lieve Verplancke.
Ingelaere and (iv) 20,000 ADSs jointly held (directly) by Mr. Vancraen and Ms. Ingelaere. (4) Consists of (i) 320,459 ADSs and ordinary shares held by Peter Leys. 307,419 of these ADS and ordinary shares are subject to shared voting and investment power and are owned by: Mountain View (maatschap) as 75,000 ADS and 101,781 ordinary shares.
Ingelaere and (iv) 50,000 ADSs jointly held (directly) by Mr. Vancraen and Ms. Ingelaere. (4) Consists of 320,459 ADSs and ordinary shares held by Peter Leys. 307,419 of these ADSs and ordinary shares are subject to shared voting and investment power and are owned by: (i) Mountain View (maatschap) holds 75,000 ADS and 101,781 ordinary shares.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of March 26, 2024, including through the exercise of any option, warrant or other right or the conversion of any other security.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of March 28, 2025, including through the exercise of any option, warrant or other right or the conversion of any other security.
(3) Consists of (i) 110,545 ordinary shares and 27,135 ADSs held by Mr. Vancraen, (ii) 110,545 ordinary shares and 27,135 ADSs held by Ms. Ingelaere. (iii) 30,858,964 ordinary shares and 2,171,497 ADSs jointly held by Mr. Vancraen and Ms. Ingelaere through Idem, a partnership ( maatschap ) that is controlled and managed by Mr. Vancraen and Ms.
(3) Consists of (i) 110,545 ordinary shares and 27,135 ADSs held by Mr. Vancraen, (ii) 110,545 ordinary shares and 27,135 ADSs held by Ms. Ingelaere, (iii) 30,858,964 ordinary shares and 2,837,457 ADSs jointly held by Mr. Vancraen and Ms. Ingelaere through Idem, a partnership ( maatschap ) that is controlled and managed by Mr. Vancraen and Ms.
We have a health and safety committee entitled to certain information and consultation rights under Belgian law, at our Belgian headquarters. We consider our employee relations to be good and have never experienced a work stoppage. E.
We have a health and safety committee entitled to certain information and consultation rights under Belgian law, at our Belgian headquarters. We consider our employee relations to be good and have never experienced a work stoppage. 86 Table of Contents E.
The Remuneration and Nomination Committee’s duties and responsibilities to carry out its purposes include, among others: ● identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; ● recommending to our board of directors the director nominees for each annual general meeting, taking into account any nomination rights that certain shareholders may have under our restated articles of association; ● recommending to our board of directors director nominees to fill vacancies; ● recommending to our board of directors qualified and experienced directors for service on the committees of the board of directors; ● recommending to our board of directors the compensation of the members of senior management; ● recommending to our board of directors any incentive compensation plans and equity-based plans, and awards thereunder, and profit-sharing plans for our employees; ● evaluating the performance of our Chief Executive Officer; and ● advising our board of directors on other compensation issues. 83 Table of Contents D.
Our Remuneration and Nomination Committee assists our board of directors in its decisions relating to the remuneration policy and individual remuneration packages for our board of directors, the appointment of directors, the Chief Executive Officer and the other members of senior management. 85 Table of Contents The Remuneration and Nomination Committee’s duties and responsibilities to carry out its purposes include, among others: ● identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; ● recommending to our board of directors the director nominees for each annual general meeting, taking into account any nomination rights that certain shareholders may have under our restated articles of association; ● recommending to our board of directors director nominees to fill vacancies; ● recommending to our board of directors qualified and experienced directors for service on the committees of the board of directors; ● recommending to our board of directors the compensation of the members of senior management; ● recommending to our board of directors any incentive compensation plans and equity-based plans, and awards thereunder, and profit-sharing plans for our employees; ● evaluating the performance of our Chief Executive Officer; and ● advising our board of directors on other compensation issues.
FTEs who are a part of one or more of our three core competencies are allocated to one of our segments and therefore included in our segment reporting. ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ 2023 2022 2021 Total 2,437 2,439 2,332 Segments: Materialise Software 293 339 281 Materialise Medical 928 888 861 Materialise Manufacturing 784 760 752 Additional staff 432 452 438 ​ We currently do not have a workers’ council or trade union delegation.
FTEs who are a part of one or more of our three core competencies are allocated to one of our segments and therefore included in our segment reporting. ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ 2024 2023 2022 Total 2,514 2,437 2,439 Segments: Materialise Software 281 293 339 Materialise Medical 1,029 928 888 Materialise Manufacturing 772 784 760 Additional staff 432 432 452 ​ We currently do not have a workers’ council or trade union delegation.
Share Ownership ​ The following table sets forth information relating to beneficial ownership of our ordinary shares, for each member of our board of directors and senior management as of March 26 th , 2024: ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially ​ ​ Owned as of 26 March 2024 Name of beneficial owner (1) Number (2) Percent (2) Wilfried Vancraen (3) 33,325,821 ​ 56.42 Peter Leys (4) 320,459 ​ * A Tre C CVOA, represented by Johan De Lille (5) — ​ — Sander Vancraen — ​ — Jürgen Ingels — ​ — Jos Vander Sloten (6) 12,000 ​ * Lieve Verplancke — ​ — Hilde Ingelaere (3) 33,325,821 ​ 56.42 Bart Luyten — ​ — Volker Hammes (7) 2,500 ​ — Johan Pauwels (8) 151,545 ​ * Bart Van der Schueren (9) 143,346 ​ * Conny Hooghe ​ — ​ — Jurgen Laudus (10) 45,145 ​ * Carla Van Steenbergen (11) 28,635 ​ * Brigitte de Vet - Veithen (12) 27,793 ​ * Koen Berges (13) ​ 2,780 ​ * Udo Eberlein ​ — ​ — * Less than 1% (1) Except as otherwise indicated, the address for each of the persons named above is Technologielaan 15, 3001 Leuven, Belgium. 84 Table of Contents (2) Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Share Ownership ​ The following table sets forth information relating to beneficial ownership of our ordinary shares, for each member of our board of directors and senior management as of March 28 th , 2025 ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially ​ ​ Owned as of 28 March 2025 Name of beneficial owner (1) Number (2) Percent (2) Wilfried Vancraen (3) 34,021,781 ​ 57.60 Peter Leys (4) 320,459 ​ * A Tre C CVOA, represented by Johan De Lille (5) 0 ​ — Sander Vancraen 0 ​ — Jürgen Ingels 0 ​ — Jos Vander Sloten (6) 12,000 ​ * Lieve Verplancke 0 ​ — Hilde Ingelaere (3) 34,021,781 ​ 57.60 Bart Luyten 0 ​ — Volker Hammes (7) 2,500 ​ — Johan Pauwels (8) 151,545 ​ * Bart Van der Schueren (9) 143,346 ​ * Conny Hooghe ​ 0 ​ — Jurgen Laudus (10) 45,145 ​ * Carla Van Steenbergen (11) 28,635 ​ * Brigitte de Vet-Veithen (12) 27,793 ​ * Koen Berges (13) ​ 2,780 ​ * Udo Eberlein ​ 0 ​ — Koen Peters ​ 0 ​ — * Less than 1% (1) Except as otherwise indicated, the address for each of the persons named above is Technologielaan 15, 3001 Leuven, Belgium.
In addition to the fixed remuneration components, under the terms of these agreements, members of our Executive Committee are entitled to certain additional benefits (including mobile phone and director and officer liability insurance) and reimbursement of necessary and reasonable expenses.
These agreements generally provide for an annual base salary. In addition to the fixed remuneration components, under the terms of these agreements, members of our Executive Committee are entitled to certain additional benefits (including mobile phone and director and officer liability insurance) and reimbursement of necessary and reasonable expenses.
Directors and Senior Management ​ The following tables set forth certain information with respect to the current members of our board of directors and senior management: ​ Directors: ​ ​ ​ ​ Name ​ Age ​ Time served as director ​ Position Wilfried Vancraen ​ 62 ​ Since 1990 (34 years) ​ Founder & Director Peter Leys ​ 59 ​ Since 2013 (11 years) ​ Director A Tre C CVOA, represented by Johan De Lille ​ 61 ​ Since 2006 (18 years) ​ Director Hilde Ingelaere ​ 62 ​ Since 1997 (27 years) ​ Director Sander Vancraen ​ 33 ​ Since 2020 (4 years) ​ Director Jürgen Ingels ​ 53 ​ Since 2013 (11 years) ​ Director Jos Vander Sloten ​ 61 ​ Since 2007 (17 years) ​ Director Lieve Verplancke ​ 64 ​ Since 2015 (9 years) ​ Director Bart Luyten ​ 47 ​ Since 2017 (7 years) ​ Director Volker Hammes ​ 60 ​ Since 2018 (6 years) ​ Director ​ Senior Management and Executive Committee Members: ​ ​ ​ ​ ​ Name Age Position Seaquence BV, represented by Johan Pauwels ​ 56 Executive Vice President, Chief Operating Officer (COO) BEspired BV, represented by Bart Van der Schueren ​ 57 Chief Strategy and Technology Officer Finstraco B.V. represented by Koen Berges ​ 48 Chief Financial Officer De Vet Management BV, represented by Brigitte de Vet-Veithen ​ 53 Chief Executive Officer (CEO) Level 5 BV, represented by Jurgen Laudus ​ 45 Vice President, Materialise Manufacturing segment SoHo services, represented by Conny Hooghe ​ 58 Vice President, Human Resources Super Mare & Park BV, represented by Carla Van Steenbergen ​ 48 ​ Executive Vice President, Director Corporate Affairs Udo Eberlein ​ 56 ​ Vice President, Software Segment ​ The term of the directorship of each member of our board of directors will expire at the 2024 annual general meeting of shareholders.
Directors and Senior Management ​ The following tables set forth certain information with respect to the current members of our board of directors and senior management: ​ Directors: ​ ​ ​ ​ Name Age Time served as director Position Wilfried Vancraen ​ 63 ​ Since 1990 (35 years) ​ Founder & Chairman of the Board Peter Leys ​ 60 ​ Since 2013 (12 years) ​ Director A Tre C CVOA, represented by Johan De Lille ​ 62 ​ Since 2006 (19 years) ​ Director Hilde Ingelaere ​ 63 ​ Since 1997 (28 years) ​ Director Sander Vancraen ​ 34 ​ Since 2020 (5 years) ​ Director Jürgen Ingels ​ 54 ​ Since 2013 (12 years) ​ Director Jos Vander Sloten ​ 62 ​ Since 2007 (18 years) ​ Director Lieve Verplancke ​ 65 ​ Since 2015 (10 years) ​ Director Bart Luyten ​ 48 ​ Since 2017 (8 years) ​ Director Volker Hammes ​ 61 ​ Since 2018 (7 years) ​ Director ​ Senior Management and Executive Committee Members: ​ ​ ​ ​ ​ Name Age Position Seaquence bv, represented by Johan Pauwels ​ 57 Executive Vice President, Chief Operating Officer (COO) BEspired bv, represented by Bart Van der Schueren ​ 58 Chief Strategy and Technology Officer Finstraco bv. represented by Koen Berges ​ 49 Chief Financial Officer De Vet Management bv, represented by Brigitte de Vet-Veithen ​ 54 Chief Executive Officer (CEO) Level 5 bv, represented by Jurgen Laudus ​ 46 Vice President, Materialise Manufacturing segment SoHo services bv, represented by Conny Hooghe ​ 59 Vice President, Human Resources Super Mare & Park bv, represented by Carla Van Steenbergen ​ 49 ​ Executive Vice President, Director Corporate Affairs Nika Tech bv, represented by Udo Eberlein ​ 57 ​ Vice President, Software Segment GLoMAICo bv, represented by Koen Peters ​ 47 ​ Vice President, Medical Segment ​ The term of the directorship of each member of our board of directors will expire at the 2025 annual general meeting of shareholders.
As from January 1, 2024, our board of directors entrusted the daily management of the company to De Vet Management BV, represented by Brigitte de Vet-Veithen, our Chief Executive Officer, in conformity with article 7:121of the Belgian Companies and Associations Code. Until December 31, 2023, this position was held by Wilfried Vancraen.
As from January 1, 2024, our board of directors entrusted the daily management of the company to De Vet Management BV, represented by Brigitte de Vet-Veithen, our Chief Executive Officer, in conformity with article 7:121of the Belgian Companies and Associations Code.
Van Steenbergen graduated from the law faculty of KU Leuven in 1999. After having worked for three years at Brussels’ based law firm Marx Van Ranst Vermeersch & Partners, she temporarily moved to London to earn a LLM degree at King’s College London.
Van Steenbergen assumed responsibility for the Company’s procurement department and its M&A and partnerships activities. Ms Van Steenbergen graduated from the law faculty of KU Leuven in 1999. After having worked for three years at Brussels’ based law firm Marx Van Ranst Vermeersch & Partners, she temporarily moved to London to earn a LLM degree at King’s College London.
Van Steenbergen served as our in-house counsel since 2003, and her role has gradually evolved into our Chief Legal Officer. Ms. Van Steenbergen has served as our Compliance Officer since June 2014, and is a member of our Executive Committee in addition to being secretary to the board of directors. Ms.
Carla Van Steenbergen, as permanent representative of Super Mare & Park BV, has served as our in-house counsel since 2003, and her role has gradually evolved into our Chief Legal Officer. Ms. Van Steenbergen is a member of our Executive Committee in addition to being secretary to the board of directors. In addition to these roles, since 2024, Ms.
(7) Consists of 2,500 ADSs held by Mr. Hammes. (8) Consists of (i) 40.000 ordinary shares held by Mr. Pauwels (ii) 100,000 ordinary shares held by Sorelle, a civil partnership that is controlled and managed by Mr.
(7) Consists of 2,500 ADSs held by Mr. Hammes. 87 Table of Contents (8) Consists of (i) 20,000 ordinary shares held by Mr. Pauwels and Ms. Van Muylder (ii) 120,000 ordinary shares held by Sorelle, a civil partnership that is controlled and managed by Mr. Pauwels and Ms.
Pursuant to our restated articles of association, our board of directors may form committees from among its members and charge them with the performance of specific tasks. The committees’ tasks, authorizations and processes are determined by our board of directors.
Until December 31, 2023, this position was held by Wilfried Vancraen. 84 Table of Contents Pursuant to our restated articles of association, our board of directors may form committees from among its members and charge them with the performance of specific tasks. The committees’ tasks, authorizations and processes are determined by our board of directors.
Ingelaere were not remunerated. We have entered into services agreements (Contracts for Paid Office as a member of the Executive Committee) with each member of our Executive Committee. The terms of these agreements are substantially similar. These agreements generally provide for an annual base salary.
This amount also includes the compensation for the members of the Executive Committee. During 2024, the directorships of Mr. Wilfried Vancraen, and Ms. Ingelaere were not remunerated. We have entered into services agreements (Contracts for Paid Office as a member of the Executive Committee) with each member of our Executive Committee. The terms of these agreements are substantially similar.
In addition, our board of directors sets and revises, from time to time, the rules and level of compensation for directors carrying out a special mandate or sitting on one or more of the board of directors committees and the rules for reimbursement of directors’ business-related out-of-pocket expenses.
In addition, our board of directors sets and revises, from time to time, the rules and level of compensation for directors carrying out a special mandate or sitting on one or more of the board of directors committees and the rules for reimbursement of directors’ business-related out-of-pocket expenses. 83 Table of Contents Compensation of Senior Management and Executive Committee In 2024, the aggregate total gross compensation of our senior management amounted to € 2.6 million, which included base salary, bonus payments, company car allowance and other benefits.
As from January 1, 2024, Hilde Ingelaere has replaced Wilfried Vancraen as a member of our Remuneration and Nomination Committee. Our board of directors has determined that Ms. Verplancke is independent under the applicable rules of the Nasdaq Stock Market.
Our board of directors has determined that Ms. Verplancke is independent under the applicable rules of the Nasdaq Stock Market.
Throughout his career, he has acquired a diverse range of skills and accomplishments spanning various fields, such as internet services, digital transformation, digital media software, IoT, SaaS, marketplaces, corporate development, strategic advisory, and venture capital, among others. He holds a degree in Logistics and Business Administration from Stuttgart University. Family Relationships Wilfried Vancraen and Hilde Ingelaere are spouses.
Mr Eberlein is a seasoned software technology executive with successfully building and leading large and mid-scale technology organizations in complex global markets. Throughout his career, he has acquired a diverse range of skills and accomplishments spanning various fields, such as internet services, digital transformation, digital media software, IoT, SaaS, marketplaces, corporate development, strategic advisory, and venture capital, among others.
Sander Vancraen is the son of Wilfried Vancraen and Hilde Ingelaere. No other family relationship exists between any members of our board of directors or senior management. Board Diversity Disclosures In accordance with Nasdaq Listing Rule 5606, each company must disclose annually information on each director’s voluntary self-identified characteristics.
Peters holds an MSc in Business Engineering from Hasselt University and an MBA from INSEAD (Fontainebleau/Singapore). Family Relationships Wilfried Vancraen and Hilde Ingelaere are spouses. Sander Vancraen is the son of Wilfried Vancraen and Hilde Ingelaere. No other family relationship exists between any members of our board of directors or senior management. B.
Eberlein co-founded Goldn, an online working space for cosmetic creators and suppliers and he also works in Chemovator supporting startups in their business journey. Mr Eberlein is a seasoned software technology executive with successfully building and leading large and mid-scale technology organizations in complex global markets.
Udo Eberlein . Udo Eberlein, the representative of Nika Tech BV, has served as our Vice President of Software, since November 2023. Prior to that, in February 2021, Mr. Eberlein co-founded Goldn, an online working space for cosmetic creators and suppliers and since April 2023, he also serves in Chemovator supporting startups in their business journey.
Removed
Carla Van Steenbergen, as permanent representative of Super Mare & Park BV, has served as our Executive Vice President and Director, Corporate Affairs, supporting the company’s legal and procurement department and M&A and partnership transactions since January 2024. Prior to that, Ms.
Added
He holds a degree in Logistics and Business Administration from Stuttgart University. Koen Peters. Koen Peters, the representative of GLoMAICo BV, has served as the Vice President of our Medical business unit since January 2025. In this role, Mr. Peters oversees global operations, R&D, sales, and marketing activities, driving sustainable growth and performance for the Medical business unit.
Removed
Upon her return to Belgium, she started working as in-house legal counsel for our company, a position which she holds to this day. Udo Eberlein . Udo Eberlein, has served as our Vice President of Software, since November 2023. Prior to that, in February 2021 Mr.
Added
Before joining Materialise, Mr. Peters spent 18 years at Eli Lilly & Company from 2006 to 2024, where he held various global, regional and affiliate leadership positions across Japan, Germany, the United States, Belgium, and the Netherlands.
Removed
The table below includes information on the diversity of our board of directors based upon information voluntarily provided by each director for each of the years ended December 31, 2022 and 2023. ​ Board Diversity Matrix Country of Principal Executive Offices: Belgium Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 10 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 8 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 ​ ​ 80 Table of Contents B.
Added
He has extensive expertise in the healthcare industry, including pharmaceutical product launches, strategic marketing, product life cycle management, alliance management, and commercial execution in therapeutic areas such as diabetes, obesity, cardiometabolic, and immunology. Earlier in his career, Mr. Peters gained significant experience in the technology sector, working at Alcatel Bell (now Nokia) and Scanfil. Mr.
Removed
Compensation of Senior Management and Executive Committee In 2023, the aggregate total gross compensation of our senior management amounted to € 2.6 million, which included base salary, bonus payments, company car allowance and other benefits. This amount also includes the compensation for the members of the Executive Committee. During 2023, the directorships of Mr. Wilfried Vancraen, Mr. Leys and Ms.
Added
(2) Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Removed
Our Remuneration and Nomination Committee assists our board of directors in its decisions relating to the remuneration policy and individual remuneration packages for our board of directors, the appointment of directors, the Chief Executive Officer and the other members of senior management.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

11 edited+1 added−3 removed17 unchanged
Related Party Transactions Since January 1, 2023, there has not been, nor is there currently proposed, any material transaction or series of similar material transactions to which we were or are a party in which any of the members of our board of directors or senior management, holders of more than 10% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than the compensation and shareholding arrangements we describe in “Item 6.
Related Party Transactions Since January 1, 2025, there has not been, nor is there currently proposed, any material transaction or series of similar material transactions to which we were or are a party in which any of the members of our board of directors or senior management, holders of more than 10% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than the compensation and shareholding arrangements we describe in “Item 6.
Directors, Senior Management and Employees” and “—A. Major Shareholders,” and the transactions we describe below. 86 Table of Contents Lunebeke NV In the past, Ailanthus NV, which was a shareholder of our company up until it was merged into our company (which we refer to as the “Merger”) and which was owned and controlled by Mr. Vancraen and Ms.
Directors, Senior Management and Employees” and “—A. Major Shareholders,” and the transactions we describe below. Lunebeke NV In the past, Ailanthus NV, which was a shareholder of our company up until it was merged into our company (which we refer to as the “Merger”) and which was owned and controlled by Mr. Vancraen and Ms.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of March 26, 2024, including through the exercise of any option, warrant or other right or the conversion of any other security.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of March 28, 2025, including through the exercise of any option, warrant or other right or the conversion of any other security.
(3) Consists of (i) 110,545 ordinary shares and 27,135 ADSs held by Mr. Vancraen, (ii) 110,545 ordinary shares and 27,135 ADSs held by Ms. Ingelaere and (iii) 30,858,964 ordinary shares and 2,171,497 ADSs jointly held by Mr. Vancraen and Ms. Ingelaere through Idem, a partnership (maatschap) that is controlled and managed by Mr. Vancraen and Ms. Ingelaere.
(3) Consists of (i) 110,545 ordinary shares and 27,135 ADSs held by Mr. Vancraen, (ii) 110,545 ordinary shares and 27,135 ADSs held by Ms. Ingelaere and (iii) 30,858,964 ordinary shares and 2,837,457 ADSs jointly held by Mr. Vancraen and Ms. Ingelaere through Idem, a partnership (maatschap) that is controlled and managed by Mr. Vancraen and Ms. Ingelaere.
As of March 26, 2024, assuming that all of our ordinary shares represented by ADSs are held by residents of the United States, approximately 46.39% of our outstanding ordinary shares were held in the United States by one holder of record, the Bank of New York Mellon, depositary of the ADSs.
As of March 28, 2025, assuming that all of our ordinary shares represented by ADSs are held by residents of the United States, approximately 46.39% of our outstanding ordinary shares were held in the United States by one holder of record, the Bank of New York Mellon, depositary of the ADSs.
As of March 26, 2024, 53.60% of our outstanding ordinary shares were held directly by 30 holders of record, and we believe that at least 23 of such shareholders (representing 53.60% of our outstanding ordinary shares), are residents of Belgium.
As of March 28, 2025, 53.60% of our outstanding ordinary shares were held directly by 30 holders of record, and we believe that at least 23 of such shareholders (representing 53,60% of our outstanding ordinary shares), are residents of Belgium.
This activity was also transferred from Ailanthus NV to Lunebeke NV as a result of Ailanthus’s demerger. In 2023, we incurred K€97 of rent expense to Lunebeke NV.
This activity was also transferred from Ailanthus NV to Lunebeke NV as a result of Ailanthus’s demerger. In 2024, we incurred K€119 of rent expense to Lunebeke NV.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. As of March 26, 2024, there were 30 individual holders of record entered in our share register.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. 88 Table of Contents As of March 28, 2025, there were 30 individual holders of record entered in our share register.
C. Interests of Experts and Counsel Not applicable. ​ 87 Table of Contents
C. Interests of Experts and Counsel Not applicable.
Major Shareholders The following table sets forth information relating to beneficial ownership of our ordinary shares, as of March 26, 2024, for each person who is known by us to own beneficially 5% or more of our outstanding ordinary shares: ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially ​ ​ Owned as of March 26, 2024 Name of Beneficial Owner (1) Number (2) Percent (2) Wilfried Vancraen (3) 33,325,821 56.42 Hilde Ingelaere (3) 33,325,821 56.42 ARK Investment Management LLC (4) 3,592,979 6.08 (1) Except as otherwise indicated, the address for each of the persons named above is Technologielaan 15, 3001 Leuven, Belgium.
Major Shareholders The following table sets forth information relating to beneficial ownership of our ordinary shares, as of March 28, 2025, for each person who is known by us to own beneficially 5% or more of our outstanding ordinary shares: ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially ​ ​ Owned as of March 28, 2025 Name of Beneficial Owner (1) Number (2) Percent (2) Wilfried Vancraen (3) 34,021,781 57.60 Hilde Ingelaere (3) 34,021,781 57.60 (1) Except as otherwise indicated, the address for each of the persons named above is Technologielaan 15, 3001 Leuven, Belgium.
Registration Rights Agreement On September 15, 2016, we entered into a registration rights agreement with certain holders of our ordinary shares, warrants and convertible bonds, including certain of our directors, senior management and consultants, which we refer to as the Registration Rights Agreement.
However, we and any qualifying shareholders have the right to make claims against the indemnifying parties for a period of 10 years following the occurrence giving rise to the claim. 89 Table of Contents Registration Rights Agreement On September 15, 2016, we entered into a registration rights agreement with certain holders of our ordinary shares, warrants and convertible bonds, including certain of our directors, senior management and consultants, which we refer to as the Registration Rights Agreement.
Removed
(4) Based on a Schedule 13G/A filed with the SEC on February 10, 2023 by ARK Investment Management LLC or ARK.
Added
(iv) 50,000 ADSs jointly held (directly) by Mr. Vancraen and Ms. Ingelaere.
Removed
ARK is an investment advisor and in the Schedule 13G/A filed by ARK it is reported that ARK has (a) sole voting power with respect to 3,592,979 ADSs; (b) shared voting with respect to 71,296 ADSs; and (c) sole dispositive power with respect to 3,415,360 ADSs.
Removed
However, we and any qualifying shareholders have the right to make claims against the indemnifying parties for a period of 10 years following the occurrence giving rise to the claim.

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