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MATERIALISE NV

MATERIALISE NVMTLS财报

Nasdaq · 信息技术 · 服务-预包装软件

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

What changed in MATERIALISE NV's 20-F — 2022 vs 2023

Top changes in MATERIALISE NV's 2023 20-F

449 paragraphs added · 433 removed · 349 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

88 edited+46 added−14 removed344 unchanged
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; 8 Table of Contents ● 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; 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.
While the current proto-typing market that we serve with our software solutions (in particular the Magics 3D Print Suite) is not expected to disappear, the main growth in additive manufacturing is expected to come from the use of 3D printing for the production of end parts.
While the current proto-typing market that we serve with our software solutions (in particular the Magics 3D Print Suite) is not expected to disappear, the main growth in additive manufacturing is expected to come from the use of 3D printing for the production of end use parts.
An FSCA is an action taken by a manufacturer to reduce a risk of death or serious deterioration in the state of health associated with the use of a medical device that is already placed on the market. An FSCA may include the recall, modification, exchange, destruction or retrofitting of the device.
A FSCA is an action taken by a manufacturer to reduce a risk of death or serious deterioration in the state of health associated with the use of a medical device that is already placed on the market. A FSCA may include the recall, modification, exchange, destruction or retrofitting of the device.
Patent applications in the United States and most other countries are confidential for a period of time until they are published, and the publication of discoveries in scientific or patent literature typically lags behind actual discoveries by several months or more.
Patent applications in the United States and most other countries are confidential for a period of time until they are published, and the publication of discoveries in scientific or patent literature typically lags behind the actual discoveries by several months or more.
While we are investing significantly in the expansion of our current software product portfolio to also serve the needs of this new and growing market (in particular, with the development of the Materialise CO-AM platform), there can be no certainty that our new software offering will adequately serve the needs of this new market, will be operational in time to address these market needs, will be well received by the market or will effectively compete with other players in this market. 9 Table of Contents 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.
While we are investing significantly in the expansion of our current software product portfolio to also serve the needs of this new and growing market (in particular, with the development of our CO-AM platform), there can be no certainty that our new software offering will adequately serve the needs of this new market, will be operational in time to address these market needs, will be well received by the market or will effectively compete with other players in this market. 9 Table of Contents 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.
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 presently 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.
Healthcare fraud and abuse and health information privacy and security laws potentially applicable to our medical operations include: ● the U.S. federal Anti-Kickback Law, which constrains our marketing practices and those of our independent sales agencies, educational programs, pricing, bundling and rebate policies, grants for physician-initiated trials and continuing medical education, and other remunerative relationships with healthcare providers, by prohibiting, among other things, soliciting, receiving, offering or providing remuneration, intended to induce the purchase or recommendation of an item or service reimbursable under a U.S. federal healthcare program, such as the Medicare or Medicaid programs; ● U.S. federal false claims laws which prohibit, among other things, knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third party payors that are false or fraudulent; ● HIPAA, and its implementing regulations, which created federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters and which also imposes certain regulatory and contractual requirements regarding the privacy, security and transmission of individually identifiable health information; 24 Table of Contents ● U.S. state laws analogous to each of the above federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any third party payor, including commercial insurers, and state laws governing the privacy and security of certain health information, many of which differ from each other in significant ways and often are not pre-empted by HIPAA, thus complicating compliance efforts; and ● similar foreign laws and regulations governing healthcare fraud and abuse, patient data privacy, interactions with healthcare professionals and related laws and regulations that apply to us in the countries in which we operate.
Healthcare fraud and abuse and health information privacy and security laws potentially applicable to our medical operations include: ● the U.S. federal Anti-Kickback Law, which constrains our marketing practices and those of our independent sales agencies, educational programs, pricing, bundling and rebate policies, grants for physician-initiated trials and continuing medical education, and other remunerative relationships with healthcare providers, by prohibiting, among other things, soliciting, receiving, offering or providing remuneration, intended to induce the purchase or recommendation of an item or service reimbursable under a U.S. federal healthcare program, such as the Medicare or Medicaid programs; ● U.S. federal false claims laws which prohibit, among other things, knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third party payors that are false or fraudulent; ● HIPAA, and its implementing regulations, which created federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters and which also imposes certain regulatory and contractual requirements regarding the privacy, security and transmission of individually identifiable health information; ● U.S. state laws analogous to each of the above federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any third party payor, including commercial insurers, and state laws governing the privacy and security of certain health information, many of which differ from each other in significant ways and often are not pre-empted by HIPAA, thus complicating compliance efforts; and ● similar foreign laws and regulations governing healthcare fraud and abuse, patient data privacy, interactions with healthcare professionals and related laws and regulations that apply to us in the countries in which we operate.
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; 19 Table of Contents ● 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; ● 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; 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.
As a result, the loss of a limited source supplier could adversely affect our relationships with our customers and our results of operations and financial condition. The dominant software subscription model in the industrial sector is changing, and we may not be successful in developing a cloud-based platform to offer our software.
As a result, the loss of a limited source supplier could adversely affect our relationships with our customers and our results of operations and financial condition. 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.
Under some of these agreements, certain intellectual property developed by us and the relevant partner may be subject to joint ownership by us and the partner and our commercial use of such intellectual property may be restricted, or may require written consent from, or a separate agreement with, the partner.
Under some of these agreements, certain intellectual-property developed jointly by us and the relevant partner may be subject to joint ownership by us and the partner and our commercial use of such intellectual-property may be restricted, or may require written consent from, or a separate agreement with, the partner.
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.
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.
To the extent such securities are exercised, additional ordinary shares will be issued, which would dilute the ownership of existing shareholders. ​ 29 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. 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.
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. 32 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. 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.
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. 30 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. 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.
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. 20 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. 22 Table of Contents Healthcare policy changes, including legislation to reform the U.S. healthcare system, could adversely affect us.
Furthermore, we face the following additional risks related to our insurance coverage: ● we may not be able to continue to obtain insurance coverage on commercially reasonable terms, or at all, including with respect to our activities in the medical industry; ● we may be faced with types of liabilities that are not covered under our insurance policies, such as environmental contamination, terrorist attacks or alleged infringements of third parties’ intellectual property rights, and that exceed any amounts that we may have reserved for such liabilities; ● the amount of any liabilities that we may face may exceed our policy limits; and 16 Table of Contents ● we may incur losses resulting from the interruption of our business that may not be fully covered under our insurance policies.
Furthermore, we face the following additional risks related to our insurance coverage: ● we may not be able to continue to obtain insurance coverage on commercially reasonable terms, or at all, including with respect to our activities in the medical industry; ● we may be faced with types of liabilities that are not covered under our insurance policies, such as environmental contamination, terrorist attacks or alleged infringements of third parties’ intellectual property rights, and that exceed any amounts that we may have reserved for such liabilities; ● the amount of any liabilities that we may face may exceed our policy limits; and ● we may incur losses resulting from the interruption of our business that may not be fully covered under our insurance policies.
If these inflationary pressures continue, our revenue, gross and operating margins and net income may be impacted in fiscal 2023 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 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.
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, 2023. 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, 2024. There is a risk that we will lose our foreign private issuer status in the future.
While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.
While an inadvertent lapse can in many cases be cured by payment of a late payment fee or by other means of redress in accordance with the applicable rules, there are situations in which noncompliance can result in definitive lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.
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 2023, 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 2024, this discussion should be considered as uncertain.
Our remediation efforts may not enable us to avoid a material weakness in the future. 31 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.
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.
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 a cloud-based platform to offer our software. ● We may not be able to successfully adopt 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 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.
FSCAs must be communicated by the manufacturer or its legal representative to its customers and/or to the end users of the device through Field Safety Notices. 23 Table of Contents Our Materialise Medical segment’s 3D printing operations are required to operate within a quality management system that is compliant with the regulations of various jurisdictions, including the requirements of ISO 13485, and the U.S.
FSCAs must be communicated by the manufacturer or its legal representative to its customers and/or to the end users of the device through Field Safety Notices. Our Materialise Medical segment’s 3D printing operations are required to operate within a quality management system that is compliant with the regulations of various jurisdictions, including the requirements of ISO 13485, and the U.S.
These changes could increase the costs and uncertainties surrounding the prosecution of our patent applications and the enforcement or defense of our patent rights, all of which could have a material adverse effect on our business and financial condition. 25 Table of Contents We may not be able to protect our trade secrets and intellectual property.
These changes could increase the costs and uncertainties surrounding the prosecution of our patent applications and the enforcement or defense of our patent rights, all of which could have a material adverse effect on our business and financial condition. We may not be able to protect our trade secrets and intellectual property.
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.
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.
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, local and national elections, international currency fluctuations, epidemics and pandemics, corruption, political instability and acts of war, such as the armed conflict in Ukraine, 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; 28 Table of Contents ● 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 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.
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 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; or ● continue to integrate the product portfolio of Link3D and Identify3D into our own product portfolio. 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 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.
If these providers are unable to handle current or higher volumes of use, experiences any interruption in operations or ceases operations for any reason or if we are unable to agree on satisfactory terms for a continued hosting relationship, we would be forced to enter into a relationship with other service providers or assume these hosting responsibilities ourselves.
If these providers are unable to handle current or higher volumes of use, experience any interruption in operations or cease operations for any reason or if we are unable to agree on satisfactory terms for a continued hosting relationship, we would be forced to enter into a relationship with other service providers or assume these hosting responsibilities ourselves.
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.
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.
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. 35 Table of Contents
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.
We may not be able to successfully adopt our software offering to the changing needs of the additive manufacturing market.
We may not be able to successfully adapt our software offering to the changing needs of the additive manufacturing market.
Furthermore, it is not possible to know in which countries patent applicants may choose to extend their filings under the Patent Cooperation Treaty or other mechanisms or to predict the final scope of protection that may result from pending patent applications.
Furthermore, it is not possible to know in which countries patent applicants may choose to extend their filings under the Patent Cooperation Treaty or other mechanisms, such as the European Patent Convention, or to predict the final scope of protection that may result from pending patent applications.
Vancraen’s spouse, and their three children, Linde, Sander and Jeroen Vancraen, or collectively the Family Shareholders, control, directly or indirectly, in the aggregate at least 20% of the voting rights attached to our ordinary shares, a majority of our directors must be appointed by our shareholders from a list of candidates proposed by the Family Shareholders.
Vancraen’s spouse, and their three children, Linde, Sander (who is also a member of our board of directors) and Jeroen Vancraen, or collectively the Family Shareholders, control, directly or indirectly, in the aggregate at least 20% of the voting rights attached to our ordinary shares, a majority of our directors must be appointed by our shareholders from a list of candidates proposed by the Family Shareholders.
Our ability to remain competitive will depend, in large part, on our ability to enhance and adapt our current software, product and services to developments in technologies and to new and changing customer needs (in particular in relation to the manufacturing of end parts and the offering of cloud-based software solutions).
Our ability to remain competitive will depend, in large part, on our ability to enhance and adapt our current software, product and services to developments in technologies and to new and changing customer needs (including the manufacturing of end use parts and the offering of cloud-based software solutions).
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, 2022, 1.6% 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, 2023, 3% of our assets were located in the United States.
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, including the impact that the ongoing COVID-19 pandemic could still have on some economies and markets; ● transportation delays; 10 Table of Contents ● 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; ● 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 conflict in Ukraine; ● 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, 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; ● 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.
If additive manufacturing technology, in particular, but not limited to, for the production of end parts, does not gain more mainstream market acceptance, or gains market acceptance at a significantly slower pace than currently expected, or if the marketplace adopts additive manufacturing based on a technology other than the technologies that we currently use or serve (including in the medical, eyewear, footwear and fixtures markets that we target), we may not be able to meet our growth objectives or increase or sustain the level of sales of our additive manufacturing software solutions, products and services, and our results of operations would be adversely affected as a result.
If additive manufacturing technology for the production of end use parts does not gain more mainstream market acceptance, the pace by which additive manufacturing technology gains market acceptance does not accelerate or if the marketplace adopts additive manufacturing based on a technology other than the technologies that we currently use or serve (including in the medical, eyewear, footwear and fixtures markets that we target), we may not be able to meet our growth objectives or increase or sustain the level of sales of our additive manufacturing software solutions, products and services, and our results of operations would be adversely affected as a result.
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, 2022, 61% of our revenue was generated, and approximately 75% 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, 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.
Termination of these agreements, the reduction or elimination of our rights under these agreements, or the imposition of restrictions under these agreements that we have not anticipated may result in our having to negotiate new or reinstated licenses with less favorable terms, or to cease commercialization of licensed technology and products.
Termination of these agreements, the reduction or elimination of our rights under these agreements, or the imposition of restrictions under these agreements that we have not anticipated may result in our having to negotiate new or reinstated licenses with less favorable terms, or to cease commercialization of licensed technology and products. This could materially adversely affect our business.
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 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.
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 periodic licenses or maintenance contracts; ● 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; ● changes in the regulatory environment, including changes in regulatory laws and regulations and the interpretation thereof, applicable to our software programs, products or services; 7 Table of Contents ● 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 such as the macroeconomic uncertainty related to the armed conflict in Ukraine; 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; ● 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 .
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 22, 2023.
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.
Under certain environmental laws, we could be held solely or jointly and severally responsible, regardless of fault, for the remediation of any hazardous substance contamination at our service centers and other facilities and the respective consequences arising out of human exposure to such substances or other environmental damage.
A certain risk of environmental liability is inherent in our production activities. Under certain environmental laws, we could be held solely or jointly and severally responsible, regardless of fault, for the remediation of any hazardous substance contamination at our service centers and other facilities and the respective consequences arising out of human exposure to such substances or other environmental damage.
We rely on third-party technology, platform, carriers, server and hardware providers and as well as local servers, and a failure of service by these providers or by our local servers could adversely affect our business and reputation. We use third party cloud providers to host a major part of our servers.
We rely on third-party technology, platform, carriers, server and hardware providers and as well as local servers, and a failure of service by these providers or by our local servers could adversely affect our business and reputation.
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, including increasing the costs of labor, energy, materials, and freight.
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.
However, not all cost increases could be entirely offset, in part due to the delayed effect of price increases in multi-year agreements to which we are a party, where price increases can only be implemented at the renewal date.
In an effort to mitigate the effects of higher costs related to inflation. However, not all cost increases could be entirely offset, in part due to the delayed effect of price increases in multi-year agreements to which we are a party, where price increases can only be implemented at the renewal date.
While we are deploying an increasing number of cloud-enabled platform components, and are in the process of continuing to integrate the Link3D platform into a unified additive manufacturing platform, or CO-AM, to offer our software products either by means of a SaaS or a cloud-based subscription model, there is no guarantee that we will be able to complete this integration successfully or in a timely manner or that our platform will be adopted by customers over other platforms.
While we are deploying an increasing number of cloud-enabled platform components, through our CO-AM and Mimics Flow platforms to offer our software products either by means of a SaaS or a cloud-based subscription model, there is no guarantee that we will be able to complete this integration successfully or in a timely manner or that our platform will be adopted by customers over other platforms.
Even if such measures are effective, there could be a difference between the timing of when those beneficial actions impact our results or operations and when the cost of inflation is incurred. In addition, political and economic developments could also result in changes to legislation or reformation of government policies, rules and regulations, including in relation to tax and trade.
Even if such measures are effective, there could be a difference between the timing of when those beneficial actions impact our results or operations and when the cost of inflation is incurred. 18 Table of Contents In addition, political and economic developments, including as a result of political elections, could also result in changes to legislation or reformation of government policies, rules and regulations that adversely impact our business, such as changes in policies, rules and regulations related to taxation or trade.
The Medical Device Regulation, among other things: ● strengthens the rules on placing devices on the market and reinforce surveillance once they are available; ● establishes explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market; ● improves the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number; and ● strengthens rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market. 21 Table of Contents Transition from the regulation of our products under the current E.U. regulatory framework to regulation under the Medical Device Regulation may require a substantial transition effort by us.
The Medical Device Regulation, among other things: ● strengthens the rules on placing devices on the market and reinforce surveillance once they are available; ● establishes explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market; ● improves the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number; and ● strengthens rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market.
Based on outstanding granted warrants, as of December 31, 2022, there were outstanding granted warrants to subscribe for an aggregate of 77,709 ordinary shares at a weighted average exercise price of €8.37 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, 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.
We expect that, as long as the armed conflict continues (and possibly for a period thereafter), this impact will continue and may even worsen, depending on the developments both geo-politically and in Ukraine.
We expect that, as long as the armed conflict continues (and possibly for a period thereafter), this impact will continue and may even worsen, depending on the developments both geo-politically and in Ukraine. The ongoing additional mobilization for the Ukrainian army may also impact our operations.
In addition, because we use a limited number of suppliers, increases in the prices charged by our suppliers may have an adverse effect on our results of operations, as we may be unable to find a supplier who can supply us at a lower price.
In addition, because we use a limited number of suppliers, and there is an increasing trend of consolidation among our existing suppliers, the increase in the prices charged by our suppliers may have an adverse effect on our results of operations, as we may be unable to find a supplier who can supply us at a lower price.
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.
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.
Such changes could have a significant impact on our business by increasing the cost of doing business, affecting our ability to sell our software, products and services and negatively impacting our profitability.
Such changes could have a significant impact on our business by increasing the cost of doing business, affecting our ability to sell our software, products and services and negatively impacting our profitability We face potential liability related to the privacy and security of personal information we collect.
Furthermore, any SaaS or cloud-based software products we offer may reside upon and be hosted by third party providers.
Furthermore, the SaaS and cloud-based software products we offer reside upon and are hosted by third party providers.
In addition, as a consequence of such claims, we may incur significant costs in acquiring the necessary third party intellectual property rights for use in our products and services or developing non-infringing substitute technology.
In addition, as a consequence of such claims, we may incur significant costs in acquiring the necessary third party intellectual-property rights for use in our products and services or developing non-infringing substitute technology. Any of the foregoing developments may have a material adverse effect on our business, financial condition and results of operations.
In particular, but not exclusively, in connection with our Materialise Medical segment and the personalized wearables business we are pursuing within our Materialise Manufacturing segment, we may have access to personal information that is subject to a number of U.S. federal and state, E.U. and other applicable foreign laws protecting the confidentiality of certain patient health or other private information, including patient records, and restricting the use and disclosure of that protected information. 17 Table of Contents In the United States, we are subject to the Health Insurance Portability and Accountability Act, or HIPAA, the Health Information Technology for Economic and Clinical Health Act of 2009, regulations issued pursuant to these statutes, state privacy and security laws and regulations.
In particular, but not exclusively, in connection with our Materialise Medical segment and the personalized wearables business we are pursuing within our Materialise Manufacturing segment, we may have access to personal information that is subject to a number of U.S. federal and state, E.U. and other applicable foreign laws protecting the confidentiality of certain patient health or other private information, including patient records, and restricting the use and disclosure of that protected information.
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.
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.
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.
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.
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.
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.
We have entered into collaborations with a number of industrial and medical device companies and academic institutions, including Zimmer Biomet, Enovis, DePuy Synthes, Lima, Mathys, Siemens, BASF 3D Printing Solutions GmbH and HOYA.
Certain technologies and patents have been developed with collaboration partners and we may face restrictions on this jointly developed intellectual property. We have entered into collaborations with a number of industrial and medical device companies and academic institutions, including Zimmer Biomet, Enovis, DePuy Synthes, Lima, Mathys, Siemens, BASF 3D Printing Solutions GmbH and HOYA.
Current macroeconomic events that we believe could impact us are the following: ● Geopolitical instability resulting from, among other factors, the armed conflict in Ukraine; ● The risk of potential recessions, continued rising interest rates, inflation and labor shortages in Europe and the United States; ● Recent turmoil in the global banking system; ● Disruptions caused by the ongoing COVID-19 pandemic and related responses thereto in certain economies and markets, including most recently, in China; 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 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.
We are subject to local environmental laws and regulations governing our operations, including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances. A certain risk of environmental liability is inherent in our production activities.
Our operations are subject to environmental laws and other government regulations that could result in liabilities in the future. We are subject to local environmental laws and regulations governing our operations, including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances.
In addition, our restated articles of association provide that, as long as Wilfried Vancraen, our founder and Chief Executive Officer, Hilde Ingelaere, an Executive Vice President of our company who is also Mr.
In addition, our restated articles of association provide that, as long as Wilfried Vancraen, our founder and a member of our board of directors, and Hilde Ingelaere, a member of our board of directors, who is also Mr.
On February 24, 2022, the Russian Federation invaded Ukraine, impacting our operations in Kyiv significantly.
The invasion of Ukraine by the Russian Federation on February 24, 2022, has impacted our operations in Kyiv significantly.
We might unintentionally violate such laws, such laws may be modified and new laws may be enacted in the future which may increase the chance that we violate them. For example, each of the GDPR and the U.K.
Those jurisdictions may attempt to apply such laws extraterritorially or through treaties or other arrangements with European governmental entities. We might unintentionally violate such laws, such laws may be modified and new laws may be enacted in the future which may increase the chance that we violate them. For example, each of the GDPR and the U.K.
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.
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.
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.
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.
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. 33 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.
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.
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. 34 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.
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.
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.
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.
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 cannot predict the outcome of an arbitration proceeding in which we are involved. 4 Table of Contents Risks Related to the American Depositary Shares (ADSs) ● We do not expect to be a passive foreign investment company for U.S. federal income tax purposes; however, there is a risk that we may be classified as a passive foreign investment company, which could result in materially adverse U.S. federal income tax consequences to U.S. investors.
Risks Related to the American Depositary Shares (ADSs) ● We do not expect to be a passive foreign investment company for U.S. federal income tax purposes; however, there is a risk that we may be classified as a passive foreign investment company, which could result in materially adverse U.S. federal income tax consequences to U.S. investors.
Risks Related to Our Materialise Medical Segment and Regulatory Environment ● Our medical business, financial condition, results of operations and cash flows could be significantly and negatively affected by substantial government regulations.
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. 20 Table of Contents Risks Related to Our Materialise Medical Segment and Regulatory Environment Our medical business, financial condition, results of operations and cash flows could be significantly and negatively affected by substantial government regulations.
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.
Reductions in reimbursement levels or coverage or other cost-containment measures could unfavorably affect our future results of operations.
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.
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.
Any of these events could adversely affect our medical business, results of operations and reputation and our ability to attract and retain customers for our products and services. 22 Table of Contents If our marketed medical devices are defective or otherwise pose safety risks, the relevant governmental authorities could require their recall, or we may initiate a recall of our products voluntarily.
If our marketed medical devices are defective or otherwise pose safety risks, the relevant governmental authorities could require their recall, or we may initiate a recall of our products voluntarily.
As a result, transition from compliance with the current E.U. regulatory framework to the Medical Device Regulation could result in disruption to our business in the European Economic Area, which could adversely affect our business, results of operation and financial condition.
As a result, transition from compliance with the current E.U. regulatory framework to the Medical Device Regulation could result in disruption to our business in the European Economic Area, which could adversely affect our business, results of operation and financial condition. 23 Table of Contents Furthermore, initiatives sponsored by government agencies, legislative bodies and the private sector to limit the growth of healthcare costs, including price regulation and competitive pricing, are ongoing in markets where we do business.
The amount of any costs, including fines or damages payments that we might incur under such circumstances could substantially exceed any insurance we have to cover such losses.
The amount of any costs, including fines or damages payments that we might incur under such circumstances could substantially exceed any insurance we have to cover such losses. Any of these events, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations and could adversely affect our reputation.
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. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable personnel or intellectual property rights.
If we fail to defend against any such claims, in addition to paying monetary damages, we may lose valuable personnel or intellectual property rights. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.
A failure or limitation of service or available capacity by our third party hosting providers could adversely affect our business and reputation. In addition to using third party cloud providers, we have also established local servers and infrastructure in multiple offices, including in Leuven. A failure of these local servers could adversely affect our business and reputation.
In addition to using third party cloud providers, we have also established local servers and infrastructure in multiple offices, including in Leuven.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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The CO-AM platform provides a series of applications that are instrumental to organizations scaling their additive manufacturing capability. These solutions enable organizations to plan, manage, and optimize their operations. The platform includes centralized order management, quoting & costing, production planning, production scheduling, postproduction management, machine connectivity, quality management and manufacturing analytics. ● Streamics .
The CO-AM platform provides a series of applications that are instrumental to organizations scaling their additive manufacturing capability. These solutions enable organizations to plan, manage, and optimize their operations. The platform includes centralized order management, quoting and costing, production planning, production scheduling, postproduction management, machine connectivity, quality management and manufacturing analytics. ● Streamics.
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); 48 Table of Contents 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; 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; 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.
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. ​ ITEM 4A. UNRESOLVED STAFF COMMENTS ​ Not applicable. 53 Table of Contents
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.
Hence, we anticipate that the demand for highly performing industrial 3D printing software platforms will grow accordingly. The new products that we have developed and are developing, including the CO-AM platform, Process Tuner, Workflow Automation and fit-for-purpose build processors specifically address what we believe will be the needs of this growing end part manufacturing market.
Hence, we anticipate that the demand for highly performing industrial 3D printing software platforms will grow accordingly. The new products that we have developed and are developing, including the CO-AM platform, Process Tuner, Workflow Automation and fit-for-purpose build processors specifically address what we believe will be the needs of this growing end use part manufacturing market.
With the exception of FDM and PolyJet -materials, we believe that none of our other raw material requirements is limited to any significant extent by critical supply or price volatility. We continuously look for second sourcing of our raw materials in order not to be dependent on a single supplier in case a supply issue was to occur.
With the exception of FDM, Stereolithography and PolyJet-materials, we believe that none of our other raw material requirements is limited to any significant extent by critical supply or price volatility. We continuously look for second sourcing of our raw materials in order not to be dependent on a single supplier in case a supply issue was to occur.
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, Belgium, Brazil, China, France, Germany, India, Japan, Malaysia, Ukraine, the United Kingdom, the United States, Poland, Colombia, Australia, Italy and South Korea.
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.
In order to be able to meet the demands of new entrants on the market and to better address the needs of the end parts market, we also intend to continue to invest significantly in the development of our software tools and solutions, including furthering their compatibility with as many 3D printers on the market as possible.
In order to be able to meet the demands of new entrants on the market and to better address the needs of the end use parts market, we also intend to continue to invest significantly in the development of our software tools and solutions, including furthering their compatibility with as many 3D printers on the market as possible.
We believe that 3D printing will be increasingly used for the manufacturing of complex or customized end parts, and expect that the number of 3D printer manufacturers will increase accordingly, with certain new players initially focusing more on the hardware than on the software component of their 3D printers.
We believe that 3D printing will be increasingly used for the manufacturing of complex or customized end use parts, and expect that the number of 3D printer manufacturers will increase accordingly, with certain new players initially focusing more on the hardware than on the software component of their 3D printers.
We believe that there is particular potential to grow our presence in the markets for additive manufacturing of complex and/or unique end products, including in particular certain parts for the aviation industry and eyewear and footwear products.
We believe that there is particular potential to grow our presence in the markets for additive manufacturing of complex and/or unique end products, including in particular certain parts for the aviation industry, medtech and eyewear and footwear products.
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 2022 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 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 believe this is very valuable in the context of volume production. ● e-Stage. e-Stage is a software solution that increases additive manufacturing productivity by automating STL support generation, optimizing the STL build process, and reducing the time our customers spend on finishing work such as build support removal and sanding. e-Stage is designed to allow our customers to use less material, to be able to 3D nest and to minimize failed builds. e-Stage for plastic has been commercially available since September 2007, and in the fall of 2017, we released e-Stage for metal.
We believe this is very valuable in the context of volume production. ● e-Stage. e-Stage is a software solution that increases additive manufacturing productivity by automating support generation, optimizing the build process, and reducing the time our customers spend on finishing work such as build support removal and sanding. e-Stage is designed to allow our customers to use less material, to be able to 3D nest and to minimize failed builds. e-Stage for plastic has been commercially available since September 2007, and in the fall of 2017, we released e-Stage for metal. ● Materialise Controller.
More straightforward products can be ordered directly by our customers through our “Materialise OnSite” or i.materialise web portals, a proprietary automated system that takes orders, provides quotes and manages the printing process from start to finish, and allows customers to track the manufacturing and shipment process of their product online.
More straightforward products can be ordered directly by our customers through our “Materialise OnSite” or i.materialise web portals, a proprietary automated system that provides quotations, takes orders, and manages the printing process from start to finish, and allows customers to track the manufacturing and shipment process of their product online.
Our design and engineering team, which is comprised of highly specialized designers and CAD engineers, offers dedicated design and software support for additive manufacturing, including remodeling and file preparation, as well as 3D scanning and measuring. Our team also offers trainings to engineering professionals active in various markets to accelerate the adoption of design for additive manufacturing.
Our design and engineering team, which is comprised of highly specialized designers and CAD engineers, offers dedicated design and software support for additive manufacturing, including remodeling and file preparation, as well as 3D scanning and measuring. Our team also offers training to engineering professionals active in various markets to accelerate the adoption of design for additive manufacturing.
In the measurement and quality control fixture market addressed by RapidFit+, we are not aware of any direct competition coming from 3D printing companies. We do have competition, however, from a large group of smaller companies that are active in the more traditional tooling manufacturing.
In the measurement and quality control fixture market addressed by RapidFit+, we are not aware of any direct competition coming from 3D printing companies. We do have competition, however, from a large group of smaller companies that are active in the more traditional tooling manufacturing. Growth Opportunities.
We deliver products to highly regulated industries, such as the aerospace, healthcare, machine manufacturing, quality control equipment and consumer goods industries, where our applications, technology and hardware capabilities enable us to adhere to high quality standards in a certified production environment.
We deliver products to highly regulated industries, such as the aerospace, medtech, machine manufacturing, quality control equipment and consumer goods industries, where our applications, technology and hardware capabilities enable us to adhere to high quality standards in a certified production environment.
Since 2016, Microsoft has been using the i.materialise API to offer a cloud-based 3D print solution for Windows 10 users, and PTC did the same for Creo 4.0 software users. Most of our straightforward additive manufacturing and rapid prototyping solutions are executed on the basis of single transaction contracts or purchase orders with the customer.
Since 2016, Microsoft has been using the i.materialise API to offer a cloud-based 3D print solution for Windows 10 users, and PTC did the same for Creo 4.0 software users. 45 Table of Contents Most of our straightforward additive manufacturing and rapid prototyping solutions are executed on the basis of single transaction contracts or purchase orders with the customer.
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. 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. 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.
May 31, 2024 ​ ​ Leased ​ Office ​ 64 sq. m. ​ January 31, 2024 ​ ​ Leased ​ Office ​ 190 sq. m. ​ November 30, 2023 ​ ​ Leased ​ Office ​ 59.79 sq. m. ​ March 15, 2023 ​ ​ Leased ​ Office ​ 60.31 sq. m. ​ March 31, 2023 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, 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.
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.
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.
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). Our engineering expertise is integral to our entire business, as it enhances our software development and 3D printing expertise.
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.
N/A Leuven, Belgium ​ Leased ​ Warehouse ​ 165 sq. m. ​ March 31, 2023 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. ​ October 31, 2023 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, 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.
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 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.
In our Materialise Medical segment, we compete with a number of companies that provide image based software, 3D printed surgical models or medical devices, such as 3DSystems, Stratasys, Simpleware and Pie Medical as well as with medical device companies that develop and commercialize 3D printed medical devices and related software services. ​ 43 Table of Contents Growth Opportunities.
In our Materialise Medical segment, we compete with a number of companies that provide image based software, 3D printed surgical models or medical devices, such as 3DSystems, Stratasys, Simpleware and Pie Medical as well as with medical device companies that develop and commercialize 3D printed medical devices and related software services. Growth Opportunities.
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. We have developed two wearables verticals for the consumer market.
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 our additive manufacturing solutions business, we compete with a number of companies that provide industrial 3D printing services, including Cresilas, Prototal, Protolabs and Quickparts.
In our additive manufacturing solutions business, we compete with a number of companies that provide industrial 3D printing services, including Sculpteo, Prototal, Protolabs and Quickparts.
Of these, our issued patents expire between approximately 2020 and 2035, 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 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.
As of December 31, 2022, our Materialise Medical segment consisted of approximately 888 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, 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.
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 ​ 41 ​ Medium Size ​ Materialise / Stratasys ​ 4 ​ Mammoth ​ Materialise (1) ​ 15 ​ ​ ​ ​ ​ ​ ​ DLP ​ Small Size ​ Asiga ​ 9 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 ​ 13 ​ Medium Size ​ 3D Systems Corporation/ EOS GmbH / Other ​ 24 ​ Large Size ​ EOS GmbH / Ricoh / Sindoh ​ 25 Multi Jet Fusion ​ Medium Size ​ HP ​ 12 ​ ​ ​ ​ ​ ​ ​ Sand Binding ​ Large Size ​ ExOne ​ 4 Vacuum Casting ​ Small Size ​ MCP HEK GmbH ​ 1 ​ ​ 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 ​ 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 ​ 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.
In addition, machine manufacturers and their local dealers often distribute our software products together with their 3D printers, with our software enhancing the printers’ value proposition and broadening the suite of applications available to the machines. 40 Table of Contents Customers.
In addition, machine manufacturers and their local dealers often distribute our software products together with their 3D printers, with our software enhancing the printers’ value proposition and broadening the suite of applications available to the machines. Customers .
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. ● Materialise 3-matic.
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.
In the meantime, we will continue to maintain and support Streamics and its customers. ● 3-maticSTL. 3-maticSTL is a versatile application that permits, among other things, design modification, design simplification, 3D texturing, re-meshing and forward engineering directly to standard additive manufacturing STL files.
In the meantime, we will continue to maintain and support Streamics and its customers. ● 3-matic. 3-matic is a versatile application that permits, among other things, design modification, design simplification, 3D texturing, re-meshing and forward engineering directly to standard additive manufacturing mesh files.
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. 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. 46 Table of Contents Manufacture and Supply.
We have one individual customer that represents sales larger than 10% of our total revenue in 2022 (2021: 1; 2020: 0) from the Materialise Medical segment. Collaboration Partners.
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.
Additionally, we offer consultancy and training services. We license our software products to our customers on either a time-based or perpetual basis, in which case we offer annual maintenance contracts that provide for software updates and support. In addition, we also provide a number of cloud-based solutions.
We license our software products to our customers on either a time-based or perpetual basis, in which case we offer annual maintenance contracts that provide for software updates and support. In addition, we also provide a number of cloud-based solutions.
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. 38 Table of Contents 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. In particular, we offer the following software applications: ● Magics.
Capital Expenditures (Property Plant and Equipment and Intangible Assets) Our capital expenditures amounted to € 24.8 million, € 11.7 million and € 17.7 million for the years ended December 31, 2022, 2021, and 2020, respectively.
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.
In 2021, our main capital expenditures were € 1.7 million for our internal digital transformation program, € 1.6 million for a new building in Germany and € 1.0 million for the transformation of our platform architecture which was partially impaired in 2022.
In 2021, our main capital expenditures were € 1.7 million for our internal digital transformation program, € 1.6 million for a new building in Germany and € 1.0 million for the transformation of our platform architecture which was partially impaired in 2022. 36 Table of Contents B.
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. 41 Table of Contents ● Materialise Mimics.
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.
Our engineers operate within the framework of a 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 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.
For i.materialise, while there is a potential to address the wide consumer market with this platform, we prefer to describe our current customers as “home professionals.” Our i.materialise client base includes independent designers and CAD hobbyists that often sell their creations or their services to others, including, in certain instances, through the i.materialise gallery.
For i.materialise, while there is a potential to address the wide consumer market with this platform, we prefer to describe our current customers as “home professionals.” Our i.materialise client base includes independent designers and CAD hobbyists that often sell their creations or their services to others.
As of December 31, 2022, our Materialise Manufacturing segment consisted of 760 FTEs and fully dedicated consultants, with 31% based at our headquarters in Belgium and in Materialise Motion and Rapid Fit. 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, 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, 2022, we had more than 50 active research and development projects in various stages of completion and approximately 478 FTEs and fully dedicated consultants working on research and development in our facilities in Belgium, France, Germany, the United Kingdom, the United States, Ukraine and Malaysia.
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.
The aggregate annual lease payments for our facilities in 2022, 2021 and 2020 were € 2.0 million, € 2.1 million and € 1.8 million, respectively. The table below provides selected information regarding our facilities. 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 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.
As of December 31, 2022, our Materialise Software segment had a team of approximately 339 FTEs and fully dedicated consultants, with approximately 31.9% based at our headquarters in Belgium and the remaining employees distributed throughout our local field offices in China, Germany, Japan, Malaysia, Ukraine, the United Kingdom and the United States.
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.
For the years ended December 31, 2022, 2021 and 2020, our Materialise Medical segment generated revenue of € 84.8 million, € 73.4 million and € 61.7 million, respectively, representing 36.6%, 35.7% and 36.2%, respectively, of our total revenue. Medical Software.
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.
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. 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.
As of December 31, 2022, our portfolio of intellectual property featured 449 issued patents and an additional 132 pending patent applications primarily in the United States, the European Union and Japan.
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, 2022, we operated a total of 205 3D printers, six vacuum casting machines and 27 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, 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.
For the years ended December 31, 2022, 2021 and 2020, our Materialise Manufacturing segment generated revenue of € 103.5 million, € 89.2 million and € 69.6 million, respectively, representing 44.6%, 43.4% and 40.9%, respectively, of our total revenue. 44 Table of Contents Business-to-Business Services. We offer the following services in our Materialise Manufacturing segment: Additive Manufacturing Solutions .
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 .
The customers for our Materialise Software segment include 3D printing machine manufacturers as well as production companies and contract manufacturers in a variety of industries, such as the automotive, aerospace, consumer goods and hearing aid industries, and external 3D printing service bureaus. Our Materialise Software segment customer base is spread across Asia, Europe and the Americas. Competition.
The customers for our Materialise Software segment include 3D printing machine manufacturers as well as production companies and contract manufacturers in a variety of industries, such as the automotive, aerospace, consumer goods and hearing aid industries, and external 3D printing service bureaus.
December 31, 2023 Freiberg, Germany ​ Owned ​ Office, Production, Parking (Land) ​ 26,277 sq. m. ​ N/A Freiberg, Germany ​ Owned ​ Office, warehouse, production, parking (Land) ​ 7,996 sq. m. ​ N/A Ann Arbor, Michigan, United States ​ Leased ​ Office ​ 1,987 sq. ft. ​ December 31, 2023 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. ​ 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.
This solution enables the user to leverage the full power of the Materialise Software technology (as also available through Materialise Magics) in creating specific end-to-end workflows, which can be executed automatically and autonomously, or can be called from other software solutions like Magics.
This solution enables the user to leverage the full power of the Materialise Software technology in creating specific end-to-end workflows, which can be executed automatically and autonomously, or can be called from other software solutions like Magics through the Workflow Automation plugin function. The workflows can be executed in the cloud, on premise or on the user’s workstation. ● Identify3D.
In addition to offering state-of-the-art data preparation functionality to our users, our Magics product suite also focuses on automation and other productivity improvements and brings interconnectivity to machines and enterprise software platforms. In 2021, we won the 3DPrinting Industry’s “Software Tool or Company of the Year” award for our Magics software.
In addition to offering state-of-the-art data preparation functionality to our users, our Magics product suite also focuses on automation and other productivity improvements and brings interconnectivity to machines and enterprise software platforms.
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. 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 for medical case management and medical image processing. 3D Printing (Hardware).
Over the past years, we have transformed the architecture of our build processor to a cloud-native solution. Next to the standard build flows, the architecture also allows for custom fit-for-purpose build pipelines to be scripted, enabling companies and 3D printer machine vendors alike to adapt and optimize the behavior and output of the build processor.
Next to the standard build flows, the architecture and the availability of a BP-SDK (Software Development Kit) also allows for custom fit-for-purpose build pipelines to be scripted, enabling companies and 3D printer machine vendors alike to adapt and optimize the behavior and output of the build processor.
Business Model. We generate a majority of our revenue in our Materialise Manufacturing segment through the sale of parts that we print for our customers. We generate a smaller portion of our revenue by the sale of scanners (e.g., foot scan plates for Materialise Motion) and software solutions in our eyewear and footwear business.
We generate a smaller portion of our revenue by the sale of scanners ( e.g. , foot scan plates for Materialise Motion) and software solutions in our eyewear and footwear business and consulting services that mainly help our customers to find applications for 3D printing.
For these customers, we offer a complete set of services ranging from consultancy and co-creation, to design and engineering, rapid prototyping, and certified manufacturing of end-use parts. 45 Table of Contents Through our consultancy offering, which we brand as Materialise Mindware, we work together with customers to solve complex design challenges and to discuss how the introduction of 3D printing can affect product development, manufacturing workflow, business models and customer experiences.
Through our consultancy offering, which we brand as Materialise Mindware, we work together with customers to solve complex design challenges and to discuss how the introduction of 3D printing can affect product development, manufacturing workflow, business models and customer experiences.
Once the Streamics functionality is fully integrated in CO-AM, a transition plan will be set up to migrate existing Streamics customers to the Link3D platform over the coming years.
Streamics is our legacy 3D Print planning system that we consider as the predecessor of the CO-AM platform. We are gradually migrating Streamics functionality to our CO-AM platform. Once the Streamics functionality is fully integrated in CO-AM, a transition plan will be set up to migrate existing Streamics customers to the Link3D platform over the coming years.
Our 3D printing group, which operates in an ISO 9001:2015-certified quality management system, in an ISO 13485:2016-certified system for the production of medical devices, and in an EN9100:2016 as well as EASA Part 21G POA certified system for the production of plastic aerospace parts, has its own maintenance and research team that utilizes an in-house laboratory facility where products can be tested.
Our 3D printing group operates in an ISO 13485:2016-certified system for the production of medical devices, in an EN9100:2018 as well as EASA Part 21G POA certified system for the production of plastic aerospace parts, and in an ISO 9001:2015-certified quality management system for all other markets.
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, physics and chemistry. We have a long history of research and development through collaborations, which augment our internal development efforts.
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.
While we strongly protect our intellectual property in our core competencies, many of our products require collaborations in order to create healthy ecosystems for their successful implementation.
With our platform technologies and strong track record in successful commercialization of scientific innovations, we receive many requests for participation in new development projects. While we strongly protect our intellectual property in our core competencies, many of our products require collaborations in order to create healthy ecosystems for their successful implementation.
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.
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.
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. 37 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.
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.
Our Magics product suite is enhanced with modules that further expand functionality and utility for our customers. For instance, the Magics Import Module plays an important role in efficiently moving CAD designs through to manufactured products by importing nearly all standard CAD formats into Magics.
For instance, the Magics Import Module plays an important role in efficiently moving CAD designs through to manufactured products by importing nearly all standard CAD formats into Magics. The Magics Structures Module was designed to help customers to reduce weight and material usage in their designs.
Our RapidFit+ business utilizes additive manufacturing to provide customers active in the automotive market with customized, highly precise and, in certain cases, patent protected measurement and fixturing tools. Using additive manufacturing technology, we believe that RapidFit+ fixtures provide more functionality and flexibility than the traditional fixtures that are currently widely used in the automotive industry.
We have developed additive manufacturing solutions that serve certain specialty industrial applications. Our RapidFit+ business utilizes additive manufacturing to provide customers active in the automotive market with customized, highly precise and, in certain cases, patent protected measurement and fixturing tools.
Our 3D printed surgical guides include joint replacement guides for knee, shoulder and hip replacement surgeries, osteotomy guides and CMF guides, and our 3D printed implants include hip-revision implants, shoulder and CMF implants.
In many cases surgeons use personalized surgical guides or implants to translate the surgical plan into the operating room. Our 3D printed surgical guides include joint replacement guides for knee, shoulder and hip replacement surgeries, osteotomy guides and CMF guides, and our 3D printed implants include hip-revision implants, shoulder and CMF implants.
August 31, 2023 Rozdil, Ukraine ​ Leased ​ Office ​ 570.4 sq. m. ​ February 28, 2024 Sheffield, United Kingdom Leased Office 1,575 sq. ft. No fixed end date Southampton, United Kingdom Leased Office 3,340 sq. ft. April 22, 2023 Shanghai, China Leased Office 1,200 sq. m. June 8, 2023 Medellin, Colombia Leased Office 248 sq. m.
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.
The customers for our Materialise Manufacturing segment are from a wide variety of industries, including the automotive, aerospace, healthcare, semiconductor, industrial goods, art and design and consumer products industries.
The customers for our Materialise Manufacturing segment are from a wide variety of industries, including the automotive, aerospace, medtech, semiconductor, industrial goods, art and design and consumer products industries. For these customers, we offer a complete set of services ranging from consultancy and co-creation, to design and engineering, rapid prototyping, and certified manufacturing of end-use parts.
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 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.
We believe that each of our software applications is, or has the potential of becoming, one of the leading technologies in its domain.
Our decades of experience in the additive manufacturing industry are reflected in the sophisticated 3D printing software and business management tools we provide for our customers. We believe that each of our software applications is, or has the potential of becoming, one of the leading technologies in its domain.
Making use of, among others, the cloud-based platform that has been developed by Link3D and that is commercialized under the CO-AM brand, we are significantly accelerating the migration of our software solutions to the cloud, which we intend to offer along with our license-based solutions.
Making use of, among others, our CO-AM platform, we are significantly accelerating the migration of our software solutions to the cloud, which we intend to offer along with our license-based solutions. We charge our custom software development services either on a time and material or on a fixed-cost basis.
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.
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.
Magics enables customers to import a wide variety of CAD formats and to export standard tessellation language, or STL, files ready for additive manufacturing. Magics’ applications include repairing and optimizing 3D models; analyzing parts; making process-related design changes on customers’ STL files; designing support structures; documenting customer projects; nesting multiple parts in a single print run; and process planning.
Magics’ applications include repairing and optimizing 3D models; analyzing parts; making process-related design changes on customers’ input files; designing support structures; documenting customer projects; nesting multiple parts in a single print run; and process planning. Our Magics product suite is enhanced with modules that further expand functionality and utility for our customers.
The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
The information contained on, or accessible through, our website is not incorporated by reference into this annual report and should not be considered a part of this annual report. The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
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 “Streamics”, “Mimics”, ”3-matic”, ”Inspector”, “Magics”, “RapidFit+”, “MGX by Materialise”, “Heartprint”, “ADaM”, “Engineering on Anatomy”, “Surgicase”, “Enlight”, “Mindware” and “Phits”, among others.
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.
Our agent for service of process in the United States is Materialise USA, LLC, located at 44650 Helm Ct., Plymouth, Michigan 48170, telephone number (734) 259-6445. Our internet website is www.materialise.com. The information contained on, or accessible through, our website is not incorporated by reference into this annual report and should not be considered a part of this annual report.
We are registered with the Register of Legal Entities of Leuven under the number 0441.131.254. Our agent for service of process in the United States is Materialise USA, LLC, located at 44650 Helm Ct., Plymouth, Michigan 48170, telephone number (734) 259-6445. Our internet website is www.materialise.com.
As of December 31, 2022, we were active in over 20 government funded research projects and we also employed multiple researchers with a publicly funded scholarship. With our platform technologies and strong track record in successful commercialization of scientific innovations, we receive many requests for participation in new development projects.
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 also offer production tooling that we believe has substantially better ergonomics and improved functionality compared to traditional fixtures. ACTech provides specialized solutions mainly for the automotive industry. In particular ACTech supplies prototyping of highly complex metal components through casting techniques that result in products that have a production grade performance.
Using additive manufacturing technology, we believe that RapidFit+ fixtures provide more functionality and flexibility than the traditional fixtures that are currently widely used in the automotive industry. We also offer production tooling that we believe has substantially better ergonomics and improved functionality compared to traditional fixtures. ACTech provides specialized solutions mainly for the automotive industry.
Our principal executive and registered offices are located at Technologielaan 15, 3001 Leuven, Belgium. Our telephone number is +32 (16) 39 66 11. We are registered with the Register of Legal Entities of Leuven under the number 0441.131.254.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company Materialise NV was incorporated in Belgium on June 28, 1990 as a limited liability company under Belgian company law. Our principal executive and registered offices are located at Technologielaan 15, 3001 Leuven, Belgium. Our telephone number is +32 (16) 39 66 11.
In 2020, our main capital expenditures were € 2.8 million for office software and € 2.2 million for our internal digital transformation program, € 4.9 million for the new building in Germany and € 7.1 million for new machinery and installations in Belgium, Germany, Poland, Brazil and the United States . B.
In 2023, our main capital expenditures were€ 2.0 million for our new metal production facility in the United States, € 3.6 million for the expansion of our production capacity in Germany and € 1.6 million for our internal digital transformation program.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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When events or changes in circumstances indicate that the carrying amount of the intangible assets and property, plant & equipment may not be recoverable, we estimate the value in use for the individual assets, or when not possible, at the level of CGUs to which the individual assets belong.
When events or changes in circumstances indicate that the carrying amount of the intangible assets and property, plant and equipment may not be recoverable, we estimate the value in use for the individual assets, or when not possible, at the level of CGUs to which the individual assets belong.
In our Materialise Software segment, we intend to strengthen the market penetration of our software platform by (i) continuing to gradually grow the strong position of our Magics 3D Print Suite in the market for print preparation software tools, including by offering its functionality through the cloud, and (ii) aggressively bringing our CO-AM platform to the market, offering to our customers both proprietary and third party functionalities that focus on volume production, including manufacturing execution systems, or MES, automated workflows for additive manufacturing and solutions such as quality analysis tools and data security.
In our Materialise Software segment, we intend to strengthen the market penetration of our software platform by (i) continuing to gradually grow the strong position of our Magics 3D Print Suite in the market for print preparation software tools, including by offering its functionality through the cloud, and (ii) bringing our CO-AM platform to the market, offering to our customers both proprietary and third party functionalities that focus on volume production, including manufacturing execution systems, or MES, automated workflows for additive manufacturing and solutions such as quality analysis tools and data security.
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 discounts.
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.
As of December 31, 2022, 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.
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.
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%. 73 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 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.
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. ​ 77 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. ​ 75 Table of Contents
We may also seek to raise additional capital from offerings of our equity or debt securities on an opportunistic basis when we believe there are suitable opportunities for doing so. 71 Table of Contents We expect our main uses of cash in the future will be funding our business operations, capital expenditures and loan reimbursements, acquisitions and partnerships.
We may also seek to raise additional capital from offerings of our equity or debt securities on an opportunistic basis when we believe there are suitable opportunities for doing so. We expect our main uses of cash in the future will be funding our business operations, capital expenditures, loan reimbursements, acquisitions and partnerships.
We also intend to continue to develop and grow the sales of our personalized medical device portfolio, both directly and indirectly and in existing as well as in new markets, including in particular in the CMF market. 55 Table of Contents In our Materialise Manufacturing segment, we believe that there is significant growth potential in the markets for additive manufacturing of end-use products.
We also intend to continue to develop and grow the sales of our personalized medical device portfolio, both directly and indirectly and in existing as well as in new markets, including in particular in the CMF market. In our Materialise Manufacturing segment, we believe that there is significant growth potential in the markets for additive manufacturing of end-use products.
Most recently, on July 6, 2021, we sold 4,600,000 ADSs in a follow-on public offering at a public offering price of $24.00 per ADS, and received net proceeds of approximately $ 105 million.
On July 6, 2021, we sold 4,600,000 ADSs in a follow-on public offering at a public offering price of $24.00 per ADS, and received net proceeds of approximately $105 million.
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 € 1.9 million as of December 31, 2022. This loan has a repayment schedule of 15 years and interest rate is fixed at 4.61%.
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%.
Other significant expenses include travel, depreciation, product demonstration samples, brochures, websites and trade show expenses. 57 Table of Contents General and Administrative Expenses Our general and administrative expenses primarily consist of employee compensation, including salary, fringe benefits and share-based compensation for our executive, financial, human resources, information technology support and regulatory affairs and administrative functions.
Other significant expenses include travel, depreciation, product demonstration samples, brochures, websites and trade show expenses. General and Administrative Expenses Our general and administrative expenses primarily consist of employee compensation, including salary, fringe benefits and share-based compensation for our executive, financial, human resources, information technology support and regulatory affairs and administrative functions.
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.
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.
As of December 31, 2022, our Materialise Medical segment operated 49 3D printers, as compared to 48 as of December 31, 2021. Revenue from our Materialise Manufacturing segment increased € 14.3 million, or 16.0%, from € 89.2 million in the year ended December 31, 2021, to € 103.5 million in the year ended December 31, 2022.
As of December 31, 2022, our Materialise Medical segment operated 49 3D printers, as compared to 48 as of December 31, 2021. 68 Table of Contents Revenue from our Materialise Manufacturing segment increased € 14.3 million, or 16.0%, from € 89.2 million in the year ended December 31, 2021, to € 103.5 million in the year ended December 31, 2022.
Bank investment loans The 20 largest of these investment loans outstanding as of December 31, 2022 amount to a balance of € 8.8 million. They were agreed in 2018, 2017 and prior years to finance various investments in machinery, printers, equipment, and software tools.
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.
We have not recognized deferred tax assets on unused tax losses and Innovation Income Deduction totaling € 19 million as at December 31, 2022 (2021: € 12 million; 2020: € 23 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 € 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.
As of December 31, 2022, we had current and non-current receivables related to tax credits for an amount of € 5 million (2021: € 5 million; 2020: € 5 million).
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).
Software development services are typically charged either on a time and materials basis or on a fixed fee basis. 56 Table of Contents 3D printed products and services. 3D printed products revenue is derived from our network of 3D printing service centers.
Software development services are typically charged either on a time and materials basis or on a fixed fee basis. 3D printed products and services. 3D printed products revenue is derived from our network of 3D printing service centers.
The vast majority of the loans have a repayment period over seven years, and are at fixed interest rates with weighted average below 1%. 74 Table of Contents K€7,485 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 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 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. 65 Table of Contents 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 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.
Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond our control. Such changes are reflected in the assumptions when they occur. 58 Table of Contents Revenue Recognition Our revenue recognition policies require management to make significant estimates.
Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond our control. Such changes are reflected in the assumptions when they occur. Revenue Recognition Our revenue recognition policies require management to make significant estimates.
Revenue increased by € 26.5 million, or 13%, to € 232.0 million in the year ended December 31, 2022, from € 205.5 million in the year ended December 31, 2021. 64 Table of Contents Revenue by geographical area is presented as follows: ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2022 2021 Americas 86,924 75,437 Europe & Africa 125,138 110,477 Asia-Pacific 19,960 19,536 Total 232,023 205,450 ​ Revenue generated in Europe increased by € 14.7 million , or 13.3 %, in the year ended December 31, 2022, compared to the year ended December 31, 2021, due to higher revenue from our Materialise Medical and Materialise Manufacturing segments.
Revenue by geographical area is presented as follows: ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31 in 000€ 2022 2021 Americas ​ 86,924 75,437 Europe & Africa ​ 125,138 110,477 Asia-Pacific ​ 19,960 19,536 Total ​ 232,023 205,450 ​ Revenue generated in Europe increased by € 14.7 million, or 13.3 %, in the year ended December 31, 2022, compared to the year ended December 31, 2021, due to higher revenue from our Materialise Medical and Materialise Manufacturing segments.
We have applied a discount factor of 12.67% 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 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.
In the eyewear market, we are investing in back-end production facilities for the production of 3D printed eyewear, including customized frames and also invest in the introduction of advanced front-end digital technologies, such as virtual try-on and fitting solutions, In the footwear market, we will continue to invest in the development and commercial roll out of the pressure plate technology and related applications that we acquired from RS Scan and in the worldwide commercialization of our Phits customized 3D printed insoles, in collaboration with our former joint venture partner, Superfeet.
In the eyewear market, we are investing in back-end production facilities for the production of 3D printed eyewear, including customized frames and also invest in the introduction of advanced front-end digital technologies, such as virtual try-on and fitting solutions, In the footwear market, we will continue to invest in the development and commercial roll out of the pressure plate technology and related applications that we acquired from RS Scan and in the worldwide commercialization of our Phits customized 3D printed insoles.
If all deferred tax assets related to tax losses carried forward and unused Innovation Income Deduction would meet the criteria for recognition, net result for the year would have improved by € 19 million in 2022 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 € 22 million in 2023 through a deferred tax benefit.
(2) Acquisition-related expenses of business combinations represent fees and costs in connection with the acquisition of Materialise Motion in 2020 and 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 Link3D on January 4, 2022.
The bank loans are secured with a business pledge mandate, a share pledge on Materialise Germany GMBH, and debt covenants. K€18,000 secured bank loans The € 18.0 million loan has been concluded in 2016 in two agreements to finance the construction of new facilities in Leuven (Belgium) and in Poland, both maturing in 2032.
The bank loans are secured with a business pledge mandate, a share pledge on Materialise Germany GMBH, and debt covenants. K€17,700 secured bank loans The € 17.7 million loan has been concluded in 2016 in two agreements to finance the construction of new facilities in Leuven (Belgium) and in Poland, both maturing in 2032.
Material Unused Sources of Liquidity Our cash and cash equivalents as of December 31, 2022, 2021 and 2020 were € 140.9 million, € 196.0 million and € 111.5 million, respectively. We have one undrawn line of credit at December 31, 2022, a credit facility agreement with KBC, which provides for a € 50 million delayed draw.
Material Unused Sources of Liquidity Our cash and cash equivalents as of December 31, 2023, 2022 and 2021 were € 127.6 million, € 140.9 million and € 196.0 million, respectively. We have one undrawn line of credit at December 31, 2023, a credit facility agreement with KBC, which provides for a € 50 million delayed draw.
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.
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.
The remaining K€1,287 was transferred from assets under construction to software, and amortization on this asset has started.
The remaining K€1,287 was transferred from assets under construction to software, and amortization on this asset started in 2022.
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.
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.
In 2022, revenue increased by 13% and deferred revenues grew by 22%. We continued to strategically invest in our growth businesses despite significant inflationary pressures on labor, energy and materials costs and accelerated the consolidation of both Link3D and Identify3D, as a basis for our future cloud-based recurring income.
In 2022, revenue increased by 13% and deferred revenues grew by 22%. We continued to strategically invest in our growth businesses despite significant inflationary pressures on labor, energy and materials costs and accelerated the consolidation of both Link3D and Identify3D, as a basis for our future cloud-based annual license revenue in our Materialise Software segment.
Key Income Statement Items Revenue Revenue is generated primarily by the sale of our software and 3D printed and complex manufactured products and services. In our Materialise Software segment, we generate revenues from software licenses, maintenance contracts and custom software development services and sales of Materialise Controller.
In addition, see “—Trend Information” below. Key Income Statement Items Revenue Revenue is generated primarily by the sale of our software and 3D printed and complex manufactured products and services. In our Materialise Software segment, we generate revenues from software licenses, maintenance contracts and custom software development services and sales of Materialise Controller.
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.
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.
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.
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.
Comparison of Years Ended December 31, 2022 and 2021 by Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Materialise Materialise Materialise Total ​ ​ in 000€ ​ Software ​ Medical ​ Manufacturing ​ segments ​ Unallocated ​ Consolidated 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 % For the year ended December 31, 2021 ​ ​ Revenues ​ 42,902 73,368 89,180 205,450 — 205,450 ​ Segment Adjusted EBITDA ​ 15,705 20,669 6,275 42,649 (10,159) 32,490 ​ Segment Adjusted EBITDA % ​ 36.6 % 28.2 % 7.0 % 20.8 % 15.8 % (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. 67 Table of Contents Our Materialise Software segment’s Adjusted EBITDA was € 15.7 million in the year ended December 31, 2021 compared to € 1.5 million in the year ended December 31, 2022, a decrease of € 14.2 million.
These added expenses in addition to certain one-time items weighed on the overall profitability of our Adjusted EBITDA for the year, with Adjusted EBITDA decreasing to € 19.0 million. 69 Table of Contents Comparison of the Years Ended December 31, 2022 and 2021 by Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Materialise Materialise Materialise Total ​ ​ in 000€ ​ Software ​ Medical ​ Manufacturing ​ segments ​ Unallocated (1) ​ Consolidated 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 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2021 ​ ​ ​ ​ ​ ​ Revenues ​ 42,902 73,368 89,180 205,450 — 205,450 ​ Segment Adjusted EBITDA ​ 15,705 20,669 6,275 42,649 (10,159) 32,490 ​ Segment Adjusted EBITDA % ​ 36.6 % 28.2 % 7.0 % 20.8 % ​ 15.8 % (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.
Related Party Transactions.” The purpose of the loan was to finance the purchase of a building in France. The amounts outstanding as of December 31, 2022 were K€96 (2021: K€128; 2020: K€158). The interest expense for the year ended December 31, 2022 was K€5 (2021: K€5; 2020: K€7).
Related Party Transactions.” The purpose of the loan was to finance the purchase of a building in France. The amounts outstanding as of December 31, 2023 were K€64 (2022: K€96; 2021: K€128). The interest expense for the year ended December 31, 2023 was K€3 (2022: K€5; 2021: K€5).
Within our medical software department recurrent revenue from annual and renewed licenses and maintenance fees increased by € 3.6 million, or 23.1%, 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 € 4.7 million, or 20.3%, reflecting the implementation of our continued strategy focused on products with defined contractual periods.
Such Plan Only features are recognized in revenue as a separate performance obligation based on the usage by the collaboration partner. ● Whether the development services are distinct from other performance obligations – in most cases, these performance obligations are distinct however for one contract with a collaboration partner in the Materialise Medical segment, the software license is combined with the license and the 3D printed guides as one “distinct” performance obligation For the stand-alone selling prices, we use prices from price list or historical prices for similar transactions.
Such Plan Only features are recognized in revenue as a separate performance obligation based on the usage by the collaboration partner. ● Whether the development services are distinct from other performance obligations – in most cases, these performance obligations are distinct however for one contract with a collaboration partner in the Materialise Medical segment, the software license is combined with the license and the 3D printed guides as one “distinct” performance obligation.
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.
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.
As of December 31, 2022, we had € 88 million (2021: € 58 million; 2020: € 51 million) of tax losses carried forward and unused Innovation Income Deductions, of which € 45 million related to Materialise NV (2021: € 36 million; 2020: € 28 million).
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).
The key assumptions used to determine the value in use for the different cash generating units, or CGUs, are disclosed and further explained in Note 5 to our consolidated financial statements. In 2020 an impairment was recognized on the Engimplan CGU.
The key assumptions used to determine the value in use for the different cash generating units, or CGUs, are disclosed and further explained in Note 5 to our consolidated financial statements.
Of our cash and cash equivalents held outside of Belgium as of December 31, 2022, 2021 and 2020, 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. 75 Table of Contents Contractual Obligations Our contractual commitments will have an impact on our future liquidity.
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.
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 Provision for Expected Credit Losses, or ECLs, of Trade Receivables and Contract Assets We use a provision matrix to calculate ECLs for trade receivables and contract assets.
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.
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, 2022, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2022 2021 2020 Purchase of property, plant and equipment 21,608 7,934 11,032 Purchase of intangible assets 3,165 3,788 6,618 Total 24,773 11,722 17,650 ​ Indebtedness As of December 31, 2022, we had loans and borrowings in the total amount of € 81.0 million, with mainly fixed interest rates.
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.
The following table sets forth our principal indebtedness: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31 in 000€ 2022 2021 2020 K€50,000 KBC credit facility ​ — ​ — ​ — K€35,000 EIB bank loan 27,500 33,333 35,000 K€28,000 acquisition bank loan 12,559 15,604 18,621 K€18,000 secured bank loans 16,165 16,592 17,013 K€12,300 bank loans ACTech 5,860 8,160 10,470 K€5,000 other facility loan 1,881 2,248 2,910 Bank investment loans - top 20 outstanding 8,828 12,852 17,280 Bank investment loans - other 606 1,569 2,681 Lease liabilities 7,485 8,621 10,624 Institutional loan — — 353 Related party loan 96 128 158 Total loans and borrowings 80,980 99,107 115,110 Current 19,960 21,202 17,523 Non-Current 61,020 77,905 97,588 ​ 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€ 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 overall gross profit margin (gross profit divided by our revenue) amounted to 57.5% in the year ended December 31, 2021, compared to 55.2% in the year ended December 31, 2020. 69 Table of Contents 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. Research and development, or R&D, sales and marketing, or S&M, and general and administrative, or G&A, expenses .
Net other operating income. Net other operating income increased to € 3.4 million in the year ended December 31, 2021, compared to € 2.4 million in the year ended December 31, 2020.
Net other operating income decreased to € 3.2 million, or 6.6%, in the year ended December 31, 2022, compared to € 3.4 million in the year ended December 31, 2021.
As of December 31, 2022, our team consisted of 2,439 FTEs, and fully dedicated consultants. Our portfolio of intellectual property featured 449 issued patents and 132 pending patent applications as of December 31, 2022.
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.
It was concluded that the value in use was lower than the carrying value of the CGU of € 9.3 million which resulted in a full impairment of the goodwill for an amount of € 1.4 million as well as a partial impairment on intangible assets of customer lists and trade marks for respectively € 0.9 million and € 0.2 million.
On the CGU Materialise Motion in Belgium, it was concluded that the value in use was lower than the carrying value, which resulted in a full impairment of the goodwill for an amount of € 1.2 million as well as a partial impairment on the intangible assets related to the partnership agreement, customer list, and developed technology for respectively € 0.9 million, € 0.1 million, and € 1.4 million.
Cash Flows The table below summarizes our cash flows from operating activities, investing activities and financing activities for the years ended December 31, 2022, 2021 and 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2022 2021 2020 Net cash flow from operating activities 22,288 25,845 29,978 Net cash flow from/(used in) investing activities (53,861) (13,134) (28,265) Net cash flow from/(used in) financing activities (22,510) 71,156 (16,888) Net increase / (decrease) of cash and cash equivalents (54,082) 83,867 (15,175) ​ Comparison of Years Ended December 31, 2022 and 2021 Net cash flow from operating activities amounted to € 22.3 million in the year ended December 31, 2022 compared to € 25.8 million in the year ended December 31, 2021, a decrease of € 3.6 million, or 14%.
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%.
However, in certain cases, such information is not readily available, and in those cases, we estimate the stand-alone selling price based on a cost-plus mark-up or other estimate.
For the stand-alone selling prices, we use prices from price list or historical prices for similar transactions. However, in certain cases, such information may not be readily available, and in those cases, we estimate the stand-alone selling price based on a cost-plus mark-up or other estimate.
G&A expenses increased from € 33.3 million to € 35.1 million, or 5.5%. The G&A expenses included the roll-out of our ongoing internal digital transformation project. Net other operating income. Net other operating income decreased to € 3.2 million, or 6.6%, in the year ended December 31, 2022, compared to € 3.4 million in the year ended December 31, 2021.
G&A expenses increased from € 33.3 million to € 35.1 million, or 5.5%. The G&A expenses included the roll-out of our ongoing internal digital transformation project. Net other operating income .
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.
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.
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.
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.
The agreement for the Belgian facility financing amounts to € 12,0 million (drawn per end 2022: € 11.7 million; per end 2021 € 11.7 million), and repayments started in December 2022. The agreement for the Polish facility financing amounts to € 6.0 million (fully drawn per end of 2019), and repayments started in June 2019.
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%.
For the year ended December 31, 2022, we generated € 232.0 million of revenue, representing 13% increase over the prior year, a net loss of € 2.2 million and Adjusted EBITDA of € 19.0 million. For a description of Adjusted EBITDA and a reconciliation of our net profit to our Adjusted EBITDA, see “—Other Financial Information” below.
For the year ended December 31, 2023, we generated € 256.1 million of revenue, representing 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 “—Other Financial Information” below.
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.
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.
The 2022 impairment exercise showed no further impairment on intangible assets, nor a reversal of impairment. In 2021 we recorded a goodwill impairment of € 0.2 million on the CGU Metal in Belgium, formerly the company Aldema BV. We acquired all shares and voting rights of Aldema BV in 2015 for € 0.1 million.
Total impairment charges recorded during 2023 were € 4.2 million (2022: € 0.7 million; 2021: € 0.2 million). In 2021, we recorded a goodwill impairment of € 0.2 million on the CGU Metal in Belgium, formerly the company Aldema BV. We acquired all shares and voting rights of Aldema BV in 2015 for € 0.1 million.
Income taxes in the year ended December 31, 2021 resulted in a cost of € 0.6 million, which was a combination of deferred tax income amounting to € 0.7 million and current income tax expenses of € 1.3 million.
Income taxes in the year ended December 31, 2023 resulted in an expense of € 0.1 million, which was a combination of deferred tax benefits amounting to € 2.3 million and current income tax expenses of € 2.4 million. Net profit/loss .
Net financial income was € 1.5 million in the year ended December 31, 2021, compared to a net expense of € 3.5 million in the year ended December 31, 2020.
Net financial income was € 1.2 million in the year ended December 31, 2023, compared to a net income of € 1.7 million in the year ended December 31, 2022.
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 2022 and will continue to invest in 2023 in state-of-the-art technology that is available on the market to upgrade our CRM, ERP and license management software.
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.
Results of Operations 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 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 before taxes (1,178) 13,736 ​ Income taxes (975) (591) ​ Net profit (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 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.
Materialise Manufacturing operated 153 3D printers and 6 vacuum casting machines as of December 31, 2021, compared to 147 and 6 as of December 31, 2020, respectively. Cost of sales .
Materialise Manufacturing operated 157 3D printers, 28 CNC machines and 5 vacuum casting machines as of December 31, 2023, compared to 156 3D printers, 22 CNC machines and 6 vacuum casting machines as of December 31, 2022, respectively. Cost of sales.
With respect to the unused tax losses of the other entities, we recognized at December 31, 2022 a deferred tax asset of € 1.6 million for Materialise USA related to losses carried forward from the acquired entities Link3D and Identify3D.
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).
This acquisition was effected by our U.S. subsidiary, Materialise USA, LLC, and subsequently Identify3D was merged into Materialise USA. The acquisition of Identify3D is intended to strengthen the security features of our CO-AM platform.
This acquisition was effected by our U.S. subsidiary, Materialise USA, LLC, and subsequently Identify3D was merged into Materialise USA.
Impairment of Goodwill, Intangible Assets and Property, Plant & Equipment We have goodwill for a total amount of € 44.2 million as of December 31, 2022 (2021: € 18.7 million; 2020: € 18.6 million) which has been subject to an impairment test.
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.
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. 66 Table of Contents Reconciliation of Net Profit to Adjusted EBITDA (unaudited) on a Consolidated Basis ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2022 2021 2020 Net profit (loss) (2,153) 13,145 (7,193) Income tax expense / (benefit) 975 591 (1,028) Financial expenses 4,420 4,101 5,995 Financial income (6,114) (5,620) (2,452) Depreciation and amortization 22,026 20,516 19,775 Share in loss of joint venture — — 39 EBITDA (unaudited) 19,154 32,733 15,137 Share-based compensation expenses (1) (140) (833) 1,344 Acquisition-related expenses of business combinations (2) — 413 63 Impairments (3) — 177 4,606 Re-valuation of 50% Materialise Motion interest (4) — — (770) Adjusted EBITDA (unaudited) 19,014 32,490 20,380 (1) Share-based compensation expenses represent the cost of equity-settled and cash-settled share-based payments to employees.
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.
We raised approximately $ 105.0 million (or € 92.7 million, based on the exchange rate as of December 31, 2021) in aggregate net proceeds from such follow-on offering.
We raised approximately $ 105.0 million (or € 92.7 million, based on the exchange rate as of December 31, 2021) in aggregate net proceeds from such follow-on offering. Link3D Acquisition On April 9, 2021, we acquired an option to buy Link3D Inc., which we exercised on November 15, 2021. We closed the acquisition on January 4, 2022.
Reconciliation of Net Profit to Segment Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2021 2020 Net profit (loss) 13,145 (7,193) Income tax expense / (benefit) 591 (1,028) Financial expenses 4,101 5,995 Financial income (5,620) (2,452) Share in loss of joint venture — 39 Operating profit 12,217 (4,638) Depreciation and amortization 20,516 19,775 Corporate research and development 2,948 2,824 Corporate headquarters costs 10,317 11,719 Net other operating income (expense) (3,527) (3,668) Impairments 177 4,606 Re-valuation of 50% Materialise Motion interest — (770) Segment Adjusted EBITDA (unaudited) 42,648 29,848 ​ B.
Reconciliation of Net Profit to Segment Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, in 000€ 2022 2021 Net profit (loss) (2,153) 13,145 Income tax expense / (benefit) 975 591 Financial expenses 4,420 4,101 Financial income (6,114) (5,620) Share in loss of joint venture — — Operating profit (2,872) 12,217 Depreciation and amortization 22,026 20,516 Corporate research and development 2,600 2,948 Corporate headquarters costs 9,504 10,317 Net other operating income (expense) (2,693) (3,527) Impairments — 177 Segment Adjusted EBITDA (unaudited) 28,565 42,648 ​ 70 Table of Contents B.
For example, if economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to an increased number of defaults, the historical default rates are adjusted. At each reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.
The provision matrix is initially based on our historical observed default rates. The matrix is calibrated to adjust the historical credit loss experience with forward-looking information. For example, if economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to an increased number of defaults, the historical default rates are adjusted.
We make significant judgments when performing the assessment of whether a performance obligation is distinct from the other performance obligations in a contract, i.e., whether the good or service has a benefit to the customer on its own or together with readily available resources and/or whether the good or service is highly interrelated or constitutes a significant input with another good or service provided, or whether it significantly modifies or tailors another good or service.
The significant estimates and judgments relate to: ● assessing whether a performance obligation is distinct in a bundled sale(s) transaction; ● estimation of the variable considerations and the assessment of the revenue constraint limitation; ● estimation of the stand-alone selling prices for each distinct performance obligation; and ● the stage of completion of our custom development of software components for customers when revenues are satisfied over time. 58 Table of Contents We make significant judgments when performing the assessment of whether a performance obligation is distinct from the other performance obligations in a contract, i.e., whether the good or service has a benefit to the customer on its own or together with readily available resources and/or whether the good or service is highly interrelated or constitutes a significant input with another good or service provided, or whether it significantly modifies or tailors another good or service.
No interest is payable on the other contractual obligations in the above table. ​ As of December 31, 2022 and 2021, we had no significant purchase commitments related to property, plant & equipment. ​ C. Research and Development, Patents and Licenses ​ For information regarding our research and development program, see “Item 4. Information on the Company—B.
No interest is payable on the other contractual obligations in the above table. ​ As of December 31, 2023 we had purchase commitments of K€9,330 related to property, plant and equipment. We did not have any significant purchase commitments related to property, plant and equipment as of December 31, 2022 and 2021. ​ C.
If there are many possible scenarios with a high probability probabilities (each less than 50)%, we will use the expected value method, while the most likely method is used when there is a scenario with a higher probability (more than 50)%. 59 Table of Contents Variable consideration is not a constraint when, based on historical experience, a high reliable business forecast and/or the timeframe of the estimates, we determine that there is a high probability that it will not result in a future reversal of revenue.
Variable consideration is not a constraint when, based on historical experience, a high reliable business forecast and/or the timeframe of the estimates, we determine that there is a high probability that it will not result in a future reversal of revenue.
Business Overview—Research and Development.” D. Trend Information ​ Impact of the armed conflict in Ukraine As discussed in more detail in “Item 3. Key Information—D. Risk Factors” of this annual report, we have an office in Kyiv, employing over 400 collaborators who are mainly engaged in engineering, software development and supporting IT and staff functions.
Risk Factors” of this annual report, we have an office in Kyiv, employing over 400 collaborators who are mainly engaged in engineering, software development and supporting IT and staff functions. As a result of the armed conflict in Ukraine, our operations from our Kyiv office operate in very difficult, uncertain and unstable circumstances.
The fair value of the contingent consideration is based on risk-adjusted future cash flows of different scenarios discounted using appropriate interest rates.
The contingent consideration as included in the financial statements is recorded at fair value at the date of acquisition and is reviewed on a regular basis, at least annually. The fair value of the contingent consideration is based on risk-adjusted future cash flows of different scenarios discounted using appropriate interest rates.
The purchase price allocation process requires us to use significant estimates and assumptions, including: ● estimated fair value of the acquired intangible assets; ● estimated fair value of property, plant and equipment; and ● estimated fair value of the contingent consideration. 62 Table of Contents The contingent consideration as included in the financial statements is recorded at fair value at the date of acquisition and is reviewed on a regular basis, at least annually.
The purchase price allocation process requires us to use significant estimates and assumptions, including: ● estimated fair value of the acquired intangible assets; ● estimated fair value of property, plant and equipment; and ● estimated fair value of the contingent consideration.
As a result of such impact, some of our anticipated product releases may be delayed, which may adversely affect our revenue. 76 Table of Contents As of the date of this annual report, we are unable to predict how the armed conflict in Ukraine will evolve or what the impact of any political and direct and indirect economic repercussions will be on the global economy and our business.
As of the date of this annual report, we are unable to predict how the armed conflict in Ukraine will evolve or what the impact of any political and direct and indirect economic repercussions will be on the global economy and our business. Indirect economic repercussions could, for example, come from continued or further increased inflation, or currencies instability.
This competitive advantage should become important in the coming years where 3D printing will be more and more integrated on the traditional manufacturing floor. As of December 31, 2021 we carried in total K€3,871 as assets under construction in respect of these projects.
This competitive advantage should become important in the coming years where 3D printing will be more and more integrated on the traditional manufacturing floor.
Recurrent revenue, consisting of limited license fees and maintenance fees, decreased by € 0.4 million, or 1.9%. Non-recurrent revenue, mainly consisting of perpetual fees and services, grew by € 4.3 million, or 27.6%. Deferred revenue from license and maintenance fees increased with € 1.9 million in the year ended December 31, 2021.
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.
Revenue from our Materialise Manufacturing segment increased € 19.6 million, or 28.2%, from € 69.6 million in the year ended December 31, 2020 to € 89.2 million in the year ended December 31, 2021.
Revenue from our Materialise Manufacturing segment increased € 6.8 million, or 6.6%, from € 103.5 million in the year ended December 31, 2022, to € 110.3 million in the year ended December 31, 2023.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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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.
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.
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, 2022, 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, 2023, only the directorships of Mr. De Lille, Mr. Vander Sloten, Mr. Ingels, Mr. Luyten, Ms.
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.
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.
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. 79 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. 77 Table of Contents Jürgen Ingels . Jürgen Ingels has served as one of our independent directors since November 2013. Mr.
Hammes each received annual remuneration equal to € 11,000. In addition, Mr. De Lille, Mr. Vander Sloten, Mr. Ingels, Mr. Luyten, Ms. Verplancke, Mr. Jeroen Vancraen and Mr.
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.
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 21, 2023, 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 26, 2024, including through the exercise of any option, warrant or other right or the conversion of any other security.
Ingelaere are not remunerated. ​ 82 Table of Contents 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.
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.
Compensation of Senior Management and Executive Committee In 2022, the aggregate total gross compensation of our senior management amounted to € 2.8 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. The directorships of Mr. Wilfried Vancraen, Mr. Leys and Ms.
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.
Wilfried Vancraen has served as one of our directors and as our Chief Executive Officer since founding our company in July 1990. Mr. Vancraen previously worked as a research engineer and consultant at the Research Institute of the Belgian Metalworking Industry, where he was introduced to 3D printing.
Wilfried Vancraen has served as one of our directors since founding our company in July 1990. Mr. Vancraen previously served as our Chief Executive Officer from July 1990 until December 31, 2023. Mr. Vancraen previously worked as a research engineer and consultant at the Research Institute of the Belgian Metalworking Industry, where he was introduced to 3D printing.
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. 85 Table of Contents 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. E.
Van der Schueren became an Executive Vice President of our company, responsible for the Materialise Manufacturing segment and focusing on production and engineering services. Since 2018, Mr. Van der Schueren is globally responsible for the research activities of Materialise, and since 2022 he is also responsible for the activities of the Materialise Software segment. Mr.
Van der Schueren became an Executive Vice President of our company, responsible for the Materialise Manufacturing segment and focusing on production and engineering services. Since 2018, Mr. Van der Schueren is globally responsible for the research activities of Materialise, and between 2022 until the end of 2023 he was also responsible for the activities of the Materialise Software segment. Mr.
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. 84 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.
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.
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) continues to be independent under the Nasdaq Stock Market Listing Rules. 78 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. 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 .
Our board of directors has determined that Messrs. De Lille, Luyten and Ingels are independent under Rule 10A-3 of the Exchange Act and the applicable rules of the Nasdaq Stock Market and that each of Messrs. De Lille, Luyten and Ingels qualifies as an “audit committee financial expert” as defined under the Exchange Act.
De Lille, Luyten and Ingels are independent under Rule 10A-3 of the Exchange Act and the applicable rules of the Nasdaq Stock Market and that each of Messrs. De Lille, Luyten and Ingels qualifies as an “audit committee financial expert” as defined under the Exchange Act.
The Belgian law definition of independence differs from the definition of independence under Nasdaq Stock Market Listing Rules. In particular, under Belgian law, A Tre C CVOA (represented by Johan De Lille) is no longer deemed independent by virtue of its term of office exceeding 12 years.
The Belgian law definition of independence differs from the definition of independence under Nasdaq Stock Market Listing Rules. In particular, under Belgian law, A Tre C CVOA (represented by Johan De Lille) and Jos Vander Sloten are no longer deemed independent by virtue of its term of office exceeding 12 years.
The table below includes information on the diversity of our board of directors based upon information voluntarily provided by each director. ​ 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 ​ B.
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.
(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 1,929,289 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. (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.
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, ​ 2022 2021 2020 Total 2,439 2,332 2,163 Segments: Materialise Software 339 281 285 Materialise Medical 888 861 738 Materialise Manufacturing 760 752 760 Additional staff 452 438 380 ​ 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, ​ 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.
Verplancke, Mr. Jeroen Vancraen and Mr. Hammes were remunerated. The directorships of Mr. Wilfried Vancraen, Mr. Leys and Ms. Ingelaere are not remunerated. They are remunerated in their capacity as senior management. During the year ended December 31, 2022, Mr. De Lille, Mr. Vander Sloten, Mr. Ingels, Mr. Luyten, Ms. Verplancke, Mr. Jeroen Vancraen and 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.
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 21, 2023: ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially ​ ​ Owned as of March 21, 2023 Name of beneficial owner (1) Number (2) Percent (2) Wilfried Vancraen (3) 33,063,613 55.98 Peter Leys (4) 320,459 * A Tre C CVOA, represented by Johan De Lille (5) — — Sander Vancraen — — Jürgen Ingels (6) 117,885 — Jos Vander Sloten (7) 12,000 * Lieve Verplancke — — Hilde Ingelaere (3) 33,063,613 55.98 Bart Luyten — — Volker Hammes — — Johan Pauwels (8) 150,545 * Bart Van der Schueren (9) 143,346 * Johan Albrecht (10) — — Jurgen Laudus (11) 45,145 * Carla Van Steenbergen (12) 28,635 * Brigitte de Vet-Veithen (13) 27,793 * Conny Hooghe — — * Less than 1% (1) Except as otherwise indicated, the address for each of the persons named above is Technologielaan 15, 3001 Leuven, Belgium.
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.
The committees’ tasks, authorizations and processes are determined by our board of directors. Where permissible by law and our restated articles of association, important powers of our board of directors may also be transferred to committees. 83 Table of Contents Audit Committee The Audit Committee consists of three members: Johan De Lille (Chairman), Bart Luyten and Jürgen Ingels.
Where permissible by law and our restated articles of association, important powers of our board of directors may also be transferred to committees. Audit Committee The Audit Committee consists of three members: Johan De Lille (Chairman), Bart Luyten and Jürgen Ingels. Our board of directors has determined that Messrs.
Peter Leys. Peter Leys has served as one of our directors and as our Executive Chairman since 2013. Previously, from 1990 to 2013, Mr. Leys was at the Brussels office of Baker & McKenzie CVBA, where he focused on mergers and acquisitions, and capital markets. Mr. Leys lectures a contract negotiation course at the KU Leuven. Mr.
Peter Leys . Peter Leys has served as one of our directors since 2013. Mr. Leys previously served as our Executive Chairman from 2013 until December 31, 2023. Previously, from 1990 to 2013, Mr. Leys was at the Brussels office of Baker & McKenzie CVBA, where he focused on mergers and acquisitions, and capital markets. Mr.
No other family relationship exists between any members of our board of directors or senior management. Board Diversity Disclosure In accordance with Nasdaq Listing Rule 5606, each company must disclose annually information on each director’s voluntary self-identified characteristics.
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.
Hilde Ingelaere. Hilde Ingelaere co-founded Materialise in 1990, together with the company’s Chief Executive Officer, Wilfried Vancraen, and has served as one of our directors since 1997. In her early years at Materialise, Ms. Ingelaere managed several staff departments including human resources, finance and legal.
Hilde Ingelaere . Hilde Ingelaere co-founded Materialise in 1990, together with Wilfried Vancraen, and has served as one of our directors since 1997. In her early years at Materialise, Ms. Ingelaere managed several staff departments including human resources, finance and legal, and she served as Executive Vice President of Materialise until December 31, 2023. Mrs.
In 1994, he became Vice President & Group Controller of Ackermans & van Haaren NV, a Belgian public holding company. In 1999, he became Chief Financial Officer of Easdaq/Nasdaq Europe and took on the role of Chief Financial Officer of Option NV, a Belgian public technology company, in 2001. Mr.
In 1999, he became Chief Financial Officer of Easdaq/Nasdaq Europe and took on the role of Chief Financial Officer of Option NV, a Belgian public technology company, in 2001. Mr.
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 and who work exclusively with our company.
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.
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 ​ 61 ​ Since 1990 (33 years) ​ Founder, Director & Chief Executive Officer Peter Leys ​ 58 ​ Since 2013 (10 years) ​ Executive Chairman A Tre C CVOA, represented by Johan De Lille ​ 60 ​ Since 2006 (17 years) ​ Director Hilde Ingelaere ​ 61 ​ Since 1997 (26 years) ​ Director & Executive Vice President Sander Vancraen ​ 32 ​ Since 2020 (3 years) ​ Director Jürgen Ingels ​ 52 ​ Since 2013 (10 years) ​ Director Jos Vander Sloten ​ 60 ​ Since 2007 (16 years) ​ Director Lieve Verplancke ​ 63 ​ Since 2015 (8 years) ​ Director Bart Luyten ​ 46 ​ Since 2017 (6 years) ​ Director Volker Hammes ​ 59 ​ Since 2018 (5 years) ​ Director ​ Senior Management and Executive Committee Members: ​ ​ ​ ​ ​ Name Age Position Lunebeke NV, represented by Wilfried Vancraen ​ 61 Founder, Director & Chief Executive Officer Peter Leys ​ 58 Executive Chairman Hilde Ingelaere ​ 61 Director & Executive Vice President Seaquence BV, represented by Johan Pauwels ​ 55 Executive Vice President Bart Van der Schueren ​ 56 Executive Vice President, Chief Technology Officer Alfinco BV, represented by Johan Albrecht ​ 59 Executive Vice President, Chief Financial Officer De Vet Management BV, represented by Brigitte de Vet-Veithen ​ 52 ​ Vice President, Materialise Medical segment Level 5 BV, represented by Jurgen Laudus ​ 44 ​ Vice President, Materialise Manufacturing segment SoHo services, represented by Conny Hooghe ​ 57 ​ Vice President, Human Resources Super Mare & Park BV, represented by Carla Van Steenbergen ​ 47 ​ Vice President, Chief Legal Officer ​ The term of the directorship of each member of our board of directors will expire at the 2023 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 ​ 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.
Leys holds a Candidacy Degree in Philosophy from KU Leuven and Master of Law degrees from KU Leuven and the University of Georgia. Johan De Lille . Johan De Lille has represented A Tre C CVOA as one of our directors since July 2006. Mr. De Lille started his professional career as an auditor at Arthur Andersen LLP in 1988.
Leys lectures a contract negotiation course at the KU Leuven. Mr. Leys holds a Candidacy Degree in Philosophy from KU Leuven and Master of Law degrees from KU Leuven and the University of Georgia. Johan De Lille . Johan De Lille has represented A Tre C CVOA as one of our directors since July 2006. Mr.
Today as the Executive Vice President of Materialise, she plays an important role in strategic negotiations with a focus on partnerships and applications in the medical domain. Prior to joining Materialise, Ms. Ingelaere conducted cardiovascular clinical research at Bristol-Myers Squibb from 1986 to 1989. She then worked as a business analyst with Plant Genetic Systems from 1989 to 1992. Ms.
Ingelaere continues to play an important role in supporting our South American operations and in strategic negotiations with a focus on partnerships. Prior to joining Materialise, Ms. Ingelaere conducted cardiovascular clinical research at Bristol-Myers Squibb from 1986 to 1989. She then worked as a business analyst with Plant Genetic Systems from 1989 to 1992. Ms.
Van der Schueren holds a PhD in Selective Laser Metal Sintering and a Master’s degree in Mechanical Engineering from KU Leuven. Johan Albrecht. Johan Albrecht has represented Alfinco BV as our Chief Financial Officer since August 2015. Mr.
Van der Schueren holds a PhD in Selective Laser Metal Sintering and a Master’s degree in Mechanical Engineering from KU Leuven. Koen Berges . Koen Berges, as permanent representative of Finstraco BV, has served as our Chief Financial Officer since May 2023. Mr.
Mrs. de Vet-Veithen has more than 20 years of experience in the Healthcare and Life Sciences Sector. She has worked in various management roles for Johnson & Johnson, ultimately serving as Vice President for the EMEA region of Cordis Neurovascular and General Manager of Cordis in Germany.
She has worked in various management roles for Johnson & Johnson, ultimately serving as Vice President for the EMEA region of Cordis Neurovascular and General Manager of Cordis in Germany.
Hammes has served as a director on the board of directors of Essentium Inc. and Evolve Additive Solutions, both providers of industrial 3D printing solutions, since December 2017 and January 2021 respectively. Mr. Hammes holds a Master of Science degree in Mechanical Engineering, Polymer Technology from RWTH Aachen. Our board of directors has established an Executive Committee.
Hammes has served as a director on the board of directors of Essentium Inc. and Evolve Additive Solutions, both providers of industrial 3D printing solutions, since December 2017 and January 2021 respectively. Mr.
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. Van Steenbergen graduated from the law faculty of KU Leuven in 1999.
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.
Mrs. de Vet-Veithen holds a Master of Business Administration with a Major in Engineering from HEC Liege and an MBA from INSEAD. Jurgen Laudus . Jurgen Laudus serves as Vice-President of our Materialise Manufacturing segment. Mr. Laudus joined us in August 2001 as project manager and continued to our U.K. office to become Rapid Tooling manager in 2003.
Mrs. de Vet-Veithen holds a Master of Business Administration with a Major in Engineering from HEC Liege and an MBA from INSEAD. Jurgen Laudus . Jurgen Laudus, as permanent representative of Level 5 B.V., serves as Vice President of our Materialise Manufacturing segment. Mr.
Leys and Ms. Kindt and (ii) 6,000 ordinary shares held by Peter Leys, 103,561 ordinary shares held by Els Kindt and 101,781 ordinary shares held by Mountain View. (5) The address for A Tre C CVOA is Timmermansstraat 32, 8340 Damme, Belgium. (6) Consists of 117,885 ADSs held by Mr. Ingels. (7) Consists of 12,000 shares held by Mr.
(ii) Riverside (maatschap) holds 22,862 ADSs and (iii) Els Kindt, the spouse of Peter Leys, holds 4,215 ADS and 103,561 ordinary shares. Both Mountain View and Riverside are jointly controlled by Peter Leys and Els Kindt. (5) The address for A Tre C CVOA is Timmermansstraat 32, 8340 Damme, Belgium. (6) Consists of 12,000 shares held by Mr. Vander Sloten.
Bart Van der Schueren. Bart Van der Schueren has served as an Executive Vice President of our company since January 2011 and as our Chief Technology Officer since 2016. In February 2022 he also assumed the position of Vice President of the Materialise Software segment. Prior to joining Materialise, Mr.
In February 2022 he also assumed the position of Vice President of the Materialise Software segment. As permanent representative of BEspired BV, Mr. Van der Schueren serves as Chief Strategy and Technology Office since January 2024. Prior to joining Materialise, Mr.
For two years, Mr. Laudus was responsible for both our Rapid Tooling sales support and production management. In 2005, Mr. Laudus returned to Belgium to become international production manager for our additive manufacturing services and later on sales manager, playing an active role in the growth of the additive manufacturing production activities of Materialise. Mr.
Laudus returned to Belgium to become international production manager for our additive manufacturing services and later on sales manager, playing an active role in the growth of the additive manufacturing production activities of Materialise. Mr. Laudus holds a Master of Science degree in Engineering from the KU Leuven. Conny Hooghe.
Vander Sloten. (8) Consists of (i) 40,000 ordinary shares and 10,545 ADSs held jointly with Mr. Pauwels’ spouse Kristine Van Muylder, and (ii) 100,000 ordinary shares jointly held by Mr. Pauwels and Ms. Van Muylder through Sorelle, a partnership that is controlled and managed by Mr. Pauwels and 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.
(11) Consists of 45,145 ADSs held by Mr. Laudus. (12) Consists of 10,545 ordinary shares and 18,090 ADSs held by Ms. Van Steenbergen. (13) Consists 27,793 ADSs held by Ms. de Vet-Veithen. F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable.
(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
Our board of directors has determined that Ms. Verplancke is independent under the applicable rules of the Nasdaq Stock Market.
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.
Pauwels has held several positions, including Software Sales Manager and Director of Sales, and is currently an Executive Vice President responsible for global sales organization and our sales offices around the world. As of 2021, Mr. Pauwels is also the Chief Operating Officer of our company. Mr. Pauwels holds a Master’s degree in Electro-Mechanical Engineering from KU Leuven.
Pauwels stayed on with our company, focusing on software development to support our 3D printing services. Throughout his career with our company, Mr. Pauwels has held several positions, including Software Sales Manager and Director of Sales, and is currently an Executive Vice President responsible for global sales organization and our sales offices around the world. As of 2021, Mr.
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. Upon her return to Belgium, she started working as in-house legal counsel for our company, a position which she holds to this day.
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.
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: 80 Table of Contents Johan Pauwels . Johan Pauwels has served as an Executive Vice President of our company since January 2011 and has been with our company since our founding. In 1990, 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 .
Our board of directors entrusted the daily management of the company to Wilfried Vancraen, our Chief Executive Officer, in conformity with article 7:121of the Belgian Companies and Associations Code. 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.
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.
Previously she has held several human resources management positions within technological oriented or IT companies like Wolters Kluwer, Fujitsu Services and Atos Origin. Carla Van Steenbergen. Carla Van Steenbergen has served as our in-house counsel since 2003, and her role has gradually evolved into our Chief Legal Officer. Ms.
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.
Pauwels completed his Master’s thesis on stereolithography on the very first 3D printing machine at Materialise. After graduating in 1991, Mr. Pauwels stayed on with our company, focusing on software development to support our 3D printing services. Throughout his career with our company, Mr.
Johan Pauwels, as permanent representative of Seaquence BV, has served as an Executive Vice President and Chief Operating Officer of our company since January 2011 and has been with our company since our founding. In 1990, Mr. Pauwels completed his Master’s thesis on stereolithography on the very first 3D printing machine at Materialise. After graduating in 1991, Mr.
Removed
Albrecht joined Materialise from BARC NV, a global central laboratory that supports the pharmaceutical and biotech industry in the development of new drugs, where he served as Chief Financial Officer between 1989 and 2015, with responsibility for its worldwide financial and business reporting and control systems. Mr.
Added
De Lille started his professional career as an auditor at Arthur Andersen LLP in 1988. In 1994, he became Vice President & Group Controller of Ackermans & van Haaren NV, a Belgian public holding company.
Removed
Albrecht was also a member of BARC NV’s executive committee and a director in its subsidiaries in Belgium, the United States, China, Australia, Singapore and South Africa. After Cerba European Lab, a network of 200 laboratories, acquired BARC NV in 2007, Mr. Albrecht also joined Cerba European Lab’s executive committee in 2011. Prior to joining BARC NV, Mr.
Added
Pauwels is also the Chief Operating Officer of our company. Mr. Pauwels holds a Master’s degree in Electro-Mechanical Engineering from KU Leuven. Bart Van der Schueren . Bart Van der Schueren has served as an Executive Vice President of our company since January 2011 and as our Chief Strategy and Technology Officer since 2016.
Removed
Albrecht served in various financial capacities with Pizzaland Benelux (United Biscuits), Applied Data Research and Minit International. Mr. Albrecht holds a postgraduate degree in corporate finance from KU Leuven and a Bachelor of Science in Business Administration from HU Brussels University. Brigitte de Vet-Veithen. Brigitte de Vet-Veithen has represented De Vet Management BV as Vice President Medical since June 2016.
Added
Berges brings more than 20 years of experience in financial leadership positions in various business environments ranging from large multinational corporations to leading family holdings and to fast-growing private equity-backed services companies. Mr.
Removed
Laudus holds a Master of Science degree in Engineering from the KU Leuven. Conny Hooghe. Conny Hooghe represented SoHo Services as our Global HR Director since September 2017. She holds a Master of Industrial Psychology from the University of Ghent.
Added
Berges joined Materialise from Cheops Technology NV, a managed service provider in secure IT infrastructures and cloud computing, where he served as Chief Financial Officer and where he was also a member of the Executive Committee from May 2019 until April 2023. Mr.
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Over the years, our legal department has expanded, changing Ms. Van Steenbergen’s role from the sole company lawyer to that of a legal team manager. 81 Table of Contents Family Relationships Wilfried Vancraen and Hilde Ingelaere are spouses. Sander Vancraen is the son of Wilfried Vancraen and Hilde Ingelaere.
Added
Berges started his professional career at PwC Consulting and subsequently also held various international finance leadership roles at ExxonMobil and investment group Alcopa. Mr. Berges holds a Master of Science in Business Engineering, International Management from the University of Antwerp. Brigitte de Vet-Veithen .
Removed
(2) Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Added
Brigitte de Vet-Veithen has represented De Vet Management BV and has served as our Chief Executive Officer since January 2024. Prior to that Ms. De Vet-Veithen served as Vice President of the Materialise Medical segment since June 2016. Mrs. de Vet-Veithen has more than 20 years of experience in the Healthcare and Life Sciences Sector.
Removed
(4) Consists of (i) 7,040 ADSs held by Peter Leys, 4,215 ADSs held by Els Kindt (the spouse of Peter Leys), 22,862 ADS held by Riverside, a partnership ( maatschap ) that is controlled and managed by Mr. Leys and Ms. Kindt and 75,000 ADSs held by Mountain View, a partnership that is controlled and managed by Mr.
Added
Laudus joined us in August 2001 as project manager and continued to our U.K. office to become Rapid Tooling manager in 2003. For two years, Mr. Laudus was responsible for both our Rapid Tooling sales support and production management. In 2005, Mr.
Removed
Van Muylder. 86 Table of Contents (9) Consists of (i) 124,552 ordinary shares held by Mr. Van der Schueren and (ii) 18,794 ADSs held by Mr. Van der Schueren. (10) Does not include 4,545 warrants issued and granted to Mr.
Added
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.
Removed
Albrecht under the 2014 Warrant Plan, which warrants are exercisable for 4,545 ordinary shares at €8.81 per share, vest 25% on a yearly basis beginning in October 2018 and expire in 2024 (with the percentage vesting on each applicable vesting date calculated as a percentage of the total number of warrants initially granted).
Added
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
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.

Item 7. Management's Discussion & Analysis

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

11 edited+1 added−0 removed19 unchanged
Related Party Transactions Since January 1, 2022, 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, 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.
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.
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.
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 21, 2023, 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 26, 2024, including through the exercise of any option, warrant or other right or the conversion of any other security.
As of March 21, 2023, 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, 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.
(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 1,929,289 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 2,171,497 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.
This activity was also transferred from Ailanthus NV to Lunebeke NV as a result of Ailanthus’s demerger. In 2022, we incurred K€104 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 2023, we incurred K€97 of rent expense to Lunebeke NV.
Major Shareholders The following table sets forth information relating to beneficial ownership of our ordinary shares, as of March 21, 2023, 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 21, 2023 Name of Beneficial Owner (1) Number (2) Percent (2) Wilfried Vancraen (3) 33,063,613 55.98 Hilde Ingelaere (3) 33,063,613 55.98 ARK Investment Management LLC (4) 3,592,979 6.63 (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 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.
As of March 21, 2023, 53.61% of our outstanding ordinary shares were held directly by 32 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 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.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. ​ 87 Table of Contents As of March 21, 2023, there were 33 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. As of March 26, 2024, there were 30 individual holders of record entered in our share register.
C. Interests of Experts and Counsel Not applicable.
C. Interests of Experts and Counsel Not applicable. ​ 87 Table of Contents
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. ​ 88 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.
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.
Added
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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