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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on March 27, 2014

Registration No. 333-         


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



voxeljet AG
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Federal Republic of Germany
(State or other jurisdiction
of incorporation or organization)
  3555
(Primary Standard Industrial
Classification Code Number)
  Not Applicable
(I.R.S. Employer
Identification Number)

Paul-Lenz Straße 1b
86316 Friedberg, Germany
(49) 821 7483 100

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Corporation Service Company
1090 Vermont Avenue N.W.
Washington, DC 20005
(800) 927-9800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David S. Rosenthal, Esq.
Berthold A. Hummel, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3500

 

William F. Schwitter, Esq.
Paul Hastings LLP
75 East 55th Street
New York, NY 10022
(212) 318-6000



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box.    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o



CALCULATION OF REGISTRATION FEE

       
 
Title of each class of securities
to be registered(1)

  Proposed maximum
aggregate offering
price(2)(3)

  Amount of
registration fee

 

Ordinary shares, €1.00 nominal value per share

  $110,000,000   $14,168

 

(1)
American depositary shares, or ADSs, issuable upon deposit of the ordinary shares registered hereby are registered under a separate Registration Statement on Form F-6 (File No. 333-191526). Each ADS represents one-fifth of an ordinary share.

(2)
Includes                      ordinary shares underlying ADSs that the underwriters may purchase pursuant to their option to purchase additional ADSs.

(3)
Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

   


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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated March 27, 2014

4,250,000 American Depositary Shares
Representing 850,000 Ordinary Shares

voxeljet AG  
GRAPHIC

$                      per American Depositary Share


voxeljet AG, a German stock corporation, is offering                      American Depositary Shares, or ADSs, and the selling shareholders identified in this prospectus are offering                      ADSs. We will not receive any proceeds from the sale of ADSs by the selling shareholders. Each ADS will represent one- fifth of an ordinary share with a nominal value of €1.00 per share.

Our ADSs are listed on the New York Stock Exchange under the symbol VJET.

On March 26, 2014, the last reported sale price of our ADSs on the New York Stock Exchange was $25.21.



This investment involves risk. See "Risk Factors" beginning on page 13.

             
   

 

 

Per ADS

 

Total

 

Public offering price

  $     $    

Underwriting discounts(1)

  $     $    

Proceeds, before expenses, to voxeljet AG

  $     $    

Proceeds, before expenses, to the selling shareholders

  $     $    

 

 

 

 

 

 

 

 

 

 

             
(1)
In addition to the underwriting discounts payable by us, we have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting."

The underwriters have a 30-day option to purchase up to                        additional ADSs from the selling shareholders to cover over-allotments, if any.

We are an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act and, as such, will be subject to reduced public company reporting requirements for future filings. See "Prospectus Summary — Implications of Being an Emerging Growth Company."

Neither the Securities and Exchange Commission nor any state securities commission has approved of anyone's investment in these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the ADSs will be made against payment in New York, New York on or about                        , 2014.

Piper Jaffray   Citigroup

Cowen and Company

 

Stephens Inc.

   

The date of this prospectus is                        , 2014


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GRAPHIC


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TABLE OF CONTENTS

PROSPECTUS SUMMARY

    1  

RISK FACTORS

    13  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    38  

EXCHANGE RATES

    40  

MARKET PRICE FOR OUR AMERICAN DEPOSITARY SHARES

    41  

USE OF PROCEEDS

    42  

DIVIDEND POLICY

    43  

CAPITALIZATION

    44  

DILUTION

    45  

SELECTED FINANCIAL AND OPERATING DATA

    47  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    49  

BUSINESS

    69  

MANAGEMENT

    88  

CERTAIN TRANSACTIONS

    102  

PRINCIPAL AND SELLING SHAREHOLDERS

    104  

DESCRIPTION OF SHARE CAPITAL

    107  

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

    114  

SHARES ELIGIBLE FOR FUTURE SALES

    126  

EXCHANGE CONTROLS AND LIMITATIONS AFFECTING SHAREHOLDERS

    128  

TAXATION

    129  

UNDERWRITING

    141  

EXPENSES RELATED TO THIS OFFERING

    147  

LEGAL MATTERS

    147  

EXPERTS

    147  

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

    147  

WHERE YOU CAN FIND MORE INFORMATION

    149  

INDEX TO FINANCIAL STATEMENTS

    F-1  

You should rely only on the information contained in this prospectus or contained in any free writing prospectus we file with the Securities and Exchange Commission, or the SEC. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the SEC. We are offering to sell, and seeking offers to buy, our ADSs only in jurisdictions where offers and sales of these securities are legally permitted. The information contained in this prospectus or in any free writing prospectus we file is accurate only as of its date, regardless of the time of delivery of this prospectus or of any sale of our ADSs. Our business, financial condition, results of operation and prospects may have changed since that date.

All references in this prospectus to "U.S. dollars" or "$" are to the legal currency of the United States and all references to "€" or "euro" are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the treaty establishing the European Community, as amended. Solely for the convenience of the reader, unless otherwise indicated, all amounts in U.S. dollars have been converted from euros to U.S. dollars at an exchange rate of $1.3779 per euro, the exchange rate on December 31, 2013. These conversions should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or any other exchange rate at that or any other date.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider in making your investment decision. Before investing in our ADSs, you should read this entire prospectus carefully, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes, for a more complete understanding of our business and this offering. Except as otherwise required by the context, references to "voxeljet," "Company," "we," "us" and "our" are to voxeljet AG and its legal predecessor Voxeljet Technology GmbH.

Our Company

We are a leading provider of high-speed, large-format 3D printers and on-demand parts services to industrial and commercial customers. Our 3D printers employ a powder binding, additive manufacturing technology to produce parts using various material sets, which consist of particulate materials and proprietary chemical binding agents. We offer our customers the highest volumetric output rate in the industry due to the combination of our large build boxes and print speeds. We provide our 3D printers and on-demand parts services to industrial and commercial customers serving the automotive, aerospace, film and entertainment, art and architecture, engineering and consumer product end markets.

We currently offer six different 3D printer platforms, with build boxes that range from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000 millimeters and various print speeds, which produce volumetric output rates ranging from 0.7 liters per hour to 123.0 liters per hour. All of our platforms support our commercialized material sets, sand and plastics, along with their respective proprietary chemical binding agents. We develop our material sets according to the needs of our industrial and commercial customers, and we are currently in varying stages of developing new material sets, including shell molding and chromite sands, PMMA-based plastics, ceramics, silicon carbide, tungsten carbide, wood powder and cement.

We believe that our recent innovations in 3D printers will continue to increase customer adoption of our additive manufacturing technology in industrial and commercial applications. Recent key innovations include:

      The VX4000 system, which offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than six times the volume of the next largest commercially available 3D printer. The VX4000 prints at a speed of 75 seconds per layer, yielding a volumetric output rate of 123.0 liters per hour, the highest in the industry. This printer enables the user to print cost-effectively either a single, large-scale part or large quantities of customized smaller parts in a single batch.

      The VXC800, which we believe is the only continuous build 3D printer currently on the market, has a build envelope of 850 × 500 millimeters, with the third dimension being theoretically unlimited. Unlike other additive manufacturing systems, the VXC800 utilizes a conveyer platform which permits the manufacturing of products that are not constrained by the length of a build box. We believe this process, enabled by our proprietary design, creates new opportunities in the direct digital manufacturing of parts, as this 3D printer can be integrated into our customers' workflows in a manner that allows for uninterrupted production.

 

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Our business is divided into two principal segments: Systems and Services.

In our Systems segment, we focus on the sale, production and development of 3D printers. We also provide consumables, including particulate materials and proprietary chemical binding agents, maintenance contracts and spare parts to our customers.

In our Services segment, we print on-demand parts for our customers. At our service center, which we believe is one of the largest additive manufacturing service centers in Europe, we create parts, molds, cores and models based on designs produced using 3D computer-aided design, or CAD, software.

Our legal predecessor was founded in 1999 as Generis GmbH. We sold our first 3D printer in 2002 and commenced our on-demand parts services business in 2003. As of December 31, 2013, we had an installed base of 58 printers worldwide, and we operated one service center with approximately 16,000 square feet of production space, which was expanded at the end of 2013 and now includes over 40,000 square feet of production space.

Our revenues grew to €11.7 million in 2013 from €8.7 million in 2012, an increase of 34.2%.

Our total backlog of 3D printer orders at March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively. For the years ended December 31, 2012 and 2011, our backlog was €3.7 million and €1.7 million, respectively. Our backlog, which consisted of seven 3D printers as of March 15, 2014, represents 3D printers for which a customer has signed a purchase order, but which we have not shipped yet. We estimate that all of the systems in our backlog will ship prior to December 31, 2014.

Our Industry

Additive manufacturing, which is often referred to as 3D printing, is a process in which 3D printers produce parts designed with CAD software through the successive addition of thin layers of material until a three-dimensional shape is created. Additive manufacturing has traditionally been used for prototyping and concept modeling, but is now also increasingly being used in tooling, casting and direct part production. Many industrial and commercial customers have realized cost and time savings through the incorporation of additive manufacturing into their existing workflows, either complementing or replacing traditional manufacturing methods. Additive manufacturing processes do not require tooling, an integral part of traditional manufacturing, which allows for quicker turnaround times and minimal setup costs relative to traditional manufacturing. As additive manufacturing technologies continue to improve, particularly with respect to print speed and materials, we believe the addressable market for additive manufacturing solutions will continue to expand.

We believe that additive manufacturing provides several advantages over traditional design and manufacturing processes, including:

      Elimination of Design Constraints.  3D printers provide users with the flexibility to manufacture parts that would not be possible or economically feasible to produce using traditional manufacturing. Traditional manufacturing processes often limit product designs as a result of how parts are created through subtractive manufacturing, which requires the removal of material from a solid object. Additive manufacturing allows for the design of parts without these design-to-manufacture constraints.

      Reduced Cost of Complexity.  Additive manufacturing technology enables users to produce complex parts at little or no incremental cost versus simple parts because 3D printers build

 

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three-dimensional shapes via the successive addition of thin layers of material, as opposed to the removal of material by drilling, milling or grinding.

      Mass Customization.  Because 3D printers do not require tooling or significant setup costs, users are able to produce customized parts in a cost-effective manner. Large-format, industrial additive manufacturing technology expands the opportunity for higher volume, customized part production.

      Reduced Time to Market.  3D printers reduce the time between part design, development, testing and final part production. Additive manufacturing enables digital designs to be printed, tested and evaluated, and then modified quickly. Once the design is finalized, parts can immediately be produced without additional setup or tooling costs.

      Cost Effective Short Run Production.  The upfront setup costs required in traditional manufacturing are not required when using additive manufacturing technologies. Therefore, additive manufacturing represents an attractive alternative to traditional manufacturing when the production of a limited quantity of parts is needed.

There are a number of available additive manufacturing technologies, including powder binding, inkjet, fused deposition modeling, stereolithography and selective laser sintering. The technologies differ on the basis of accuracy, surface quality, variety and properties of consumables, capacity, speed, color variety, transparency and the ability to print multiple materials, among other factors. Our 3D printers employ a powder binding technology to produce parts using various material sets. Powder binding is a process in which layers of powder are bonded by a liquid agent that is deposited through a printhead. We believe this process has the fastest build speeds and the lowest materials cost relative to other additive manufacturing technologies.

The worldwide market for additive manufacturing products and services has grown from $1.3 billion in 2010 to $2.2 billion in 2012, representing a 29% compound annual growth rate, according to the Wohlers Report 2013. The Wohlers Report 2013 projects the worldwide additive manufacturing products and services market to reach approximately $6.0 billion by 2017 and $10.8 billion by 2021, representing 2012-2017 and 2012-2021 compound annual growth rates of 22% and 19%, respectively. Much of the recent growth has been driven by the demand for production parts.

We believe that our addressable market is larger than the worldwide market for additive manufacturing products detailed in the Wohlers Report 2013. For example, the global market for machine tools totaled $93.2 billion in 2012, according to the 2013 World Machine Tool Output & Consumption Survey. In addition, according to the American Foundry Society, 90% of all manufactured goods contain some metal castings, with the global metal casting industry producing 98.6 million metric tons of metal castings in 2011 and the United States shipping $32.4 billion in metal castings in 2012. We believe these markets represent significant short and long-term revenue opportunities due to the advantages offered by our technology and the early adoption of additive manufacturing technologies in these markets.

Our Competitive Strengths

We believe that our competitive strengths include:

Build box size.    The size of the build box is important to many industrial and commercial customers, who may want to produce either large-scale industrial parts or large quantities of discrete parts in one batch. We currently offer six 3D printer platforms with varying build box sizes, ranging from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000 millimeters. Among our systems, the

 

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VX4000 system offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than six times the volume of the next largest commercially available 3D printer.

Volumetric output rate.    Due to our build box sizes and print speeds, we believe that our 3D printers provide among the highest output efficiency, as measured by the rate of volume output per hour, relative to competing additive manufacturing technologies. For example, our VX4000 machine features a volumetric output rate of 123.0 liters per hour, which we believe is the highest in the industry. Our industry leading volumetric output rates enable us to produce parts meeting the specifications of our customers at a cost and speed that is attractive relative to traditional manufacturing alternatives, which effectively expands our addressable market.

Material sets.    Our 3D printers can utilize various material sets, which include the combination of a particulate material, including sand or plastic, and our proprietary chemical binding agents. We believe that our currently commercialized material sets and technology can more readily address industrial and commercial applications than other additive manufacturing technologies because our materials meet or exceed the desired performance characteristics for a wide range of industrial and commercial applications or are already commonly used in traditional manufacturing processes. To meet our customer requirements, we are in varying stages of development of new material sets which include:

      shell molding and chromite sands;

      additional PMMA-based plastics;

      ceramics;

      silicon carbide;

      tungsten carbide;

      wood powder; and

      cement.

Track record of innovation.    Our technology portfolio reflects our continued investments in a range of disciplines, including physics, chemistry, mechanical and electrical engineering and software development. We believe that we have a strong base of technology know-how, backed by our portfolio of intellectual property featuring patents and trade secrets covering processes, materials and equipment. As of February 28, 2014, we owned or co-owned 21 issued U.S. patents and 20 pending U.S. patent applications. In addition, we own or co-own patent rights in Europe, Asia and Canada. In total, as of February 28, 2014 our patent portfolio consisted of over 180 U.S. and international patents and patent applications. We also exchange information between our Services and our Systems segments to ensure that our development efforts are aligned with our customers' needs. We believe that we have a culture of innovation, and we expect to continue to enhance our solutions both to drive further market adoption of 3D printing and to broaden our market reach.

Strong customer relationships.    We are an early entrant in the market for additive manufacturing industrial part production, and we are one of the few providers of additive manufacturing solutions to commercial and industrial customers within the foundry, automotive, heavy equipment, power fluid handling and aerospace industries. We believe we have a reputation for providing high-quality systems and services in the marketplace and have relationships with a number of leading multinational customers, including Daimler AG, BMW AG, Ford Motor Company, Liebherr Group, Alphaform AG, 3D Systems Corporation, Volkswagen AG and Porsche SE, as well as with other key users of additive

 

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manufacturing in the film and entertainment industry, such as Propshop Modelmakers Ltd., or Propshop, and technical universities, such as the University of Rostock and the Vaal University of Technology. Many of our customers, including Daimler AG, BMW AG, Ford Motor Company and Propshop, are customers of both our Systems and Services segments. We pride ourselves on our ability to retain customers over time, as Daimler AG, BMW AG, Ford Motor Company, Volkswagen AG and Porsche SE have all been customers for over a decade. We also collaborate on research and development projects with a number of our automotive and technical university customers, including Daimler AG, BMW AG, Ford Motor Company, Volkswagen AG and the Technical University of Munich. Together, these relationships provide us with significant insights into our customers' needs and help us to direct our research and development efforts.

Extensive global sales agent network.    In addition to our direct sales force, we have built an extensive global network of over 30 sales agents in Europe, the Americas, the Middle East, Africa, Asia and Australia. We will continue to invest in expanding our distribution footprint to further penetrate our existing markets and to reach attractive new geographies. We currently print parts on demand for our customers from our service center in Europe, and, in March 2014, we leased an approximately 50,000 square foot facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. In addition, we plan to expand our services footprint to include a service center in Asia.

Our Business Strategies

The principal elements of our growth strategy include:

Enable adoption of our additive manufacturing technology.    Our business model facilitates the adoption of our additive manufacturing technology by providing customers the ability to utilize our technology, either through our on-demand parts services or through the purchase of our 3D printers. Our customer relationships typically begin with the customer's purchase of parts, which we print in our on-demand parts service center. As our parts customers embrace additive manufacturing and our technology, they typically either increase the volume of their on-demand parts orders or purchase one of our 3D printers, or both depending on their needs.

Expand capacity via the development of high-volume service centers in key geographic locations.    Our on-demand parts business plays an integral role in the sale of our 3D printers, as a majority of our 3D printer sales have been generated from customers of our on-demand parts business. We believe that the establishment of large-scale service centers will allow us to take advantage of significant economies of scale and will maximize our return on investment in our on-demand parts business. We recently expanded our existing European service center from approximately 16,000 square feet to over 40,000 square feet of production space, and, in March 2014, we leased an approximately 50,000 square foot facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015.

Invest in research and development.    We seek to identify ways we can apply our technology and expertise to meet a wider range of customer needs for both 3D printers and services. We have successfully introduced six printer platforms since 2007, including the VXC800 in 2012, which we believe is the only continuous build 3D printer currently on the market, and the VX4000 in 2011, which offers the largest commercially available 3D printer build box. In 2013, we introduced our latest platform, the VX2000. We continuously work with our customers to develop new material sets that will facilitate the adoption of our technology. In 2013, 2012 and 2011, we spent 23%, 18% and 18% of our revenues, respectively, on research and development investment.

 

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Expand our sales and marketing presence.    We plan to increase our market awareness by adding sales agents and increasing marketing efforts in order to increase sales of 3D printers and on-demand parts. We plan to expand our direct sales force and our network of over 30 sales agents throughout Europe, the Americas, the Middle East, Africa, Asia and Australia. We currently market our brand and our services at industry conferences, trade shows, and across various forms of digital and traditional media, and we will increasingly expand our marketing efforts in North America and Asia in conjunction with our geographic expansion to those regions.

Further penetrate our targeted industry verticals.    We continue to actively pursue opportunities in our targeted verticals, which utilize larger scale parts that require customization, complexity and short lead times. We believe our planned service center expansions, our continued investment in research and development and expanded sales and marketing capabilities will help us further penetrate these verticals. We serve our targeted industry verticals both directly and indirectly through foundries and service bureaus. Our targeted industry verticals include:

      automotive;

      aerospace;

      film and entertainment;

      art;

      architecture;

      engineering;

      packaging;

      education;

      medical; and

      consumer products.

Company History / Corporate Information

The legal predecessor of our company was founded as Generis GmbH on May 5, 1999. On January 7, 2004, Generis GmbH changed its name to Voxeljet Technology GmbH.

On July 2, 2013, the shareholders of Voxeljet Technology GmbH incorporated VXLT 2013 AG, which was registered in the commercial register of the local court (Amtsgericht) of Augsburg on July 11, 2013 under number HRB 27999.

Voxeljet Technology GmbH was subsequently merged by way of merger through assumption into VXLT 2013 AG on July 29, 2013 effective as of September 12, 2013 upon registration of the merger in the commercial register of the surviving entity, VXLT 2013 AG. The merger had retroactive effect as of January 1, 2013. As part of the merger, VXLT 2013 AG changed its name to voxeljet AG effective upon the registration of the merger in the commercial register. By way of merger through assumption, upon effectiveness, voxeljet AG, as the surviving entity, took over all assets and liabilities of Voxeljet Technology GmbH by universal assumption and accession under German mandatory law, and Voxeljet Technology GmbH ceased to exist.

 

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On October 23, 2013, we sold 5,600,000 ADSs in our initial public offering at a price of $13.00 per ADS, thereby raising $72,800,000 (before underwriting discounts and costs). The ADSs we sold in the initial public offering represented new shares issued in a capital increase resolved by our shareholders for the purposes of the initial public offering on October 11, 2013.

On February 5, 2014, our subsidiary, Voxeljet of America Inc., was incorporated in Delaware. Voxeljet of America Inc. will be headquartered in our new facility near Detroit, Michigan and will conduct our North American operations, which we anticipate will commence in the third quarter of 2014.

Our website is www.voxeljet.de. This website address is included in this prospectus as an inactive textual reference only. The information and other content appearing on our website are not part of this prospectus. Our agent for service of process in the United States is Corporation Service Company, located at 1090 Vermont Avenue N.W., Washington, DC 20005, telephone number (800) 927-9800.

Office Location

Our principal executive offices are located at Paul-Lenz-Straße 1b, 86316 Friedberg, Germany, and our telephone number is +49 821 7483 100.

Our Risks and Challenges

Our ability to implement our business strategy is subject to numerous risks and uncertainties. You should carefully consider all of the information set forth in this prospectus, and, in particular, the information under the heading "Risk Factors," prior to making an investment in our ADSs. These risks include, among others, the following:

      we may not be able to introduce new 3D printers and related print materials acceptable to the market or to improve the technology and print materials used in our current 3D printers;

      our revenues and operating results may fluctuate;

      the long sales cycle for our products makes the timing of our revenues difficult to predict;

      we may not be able to adequately increase demand for our products;

      we may not be able to significantly increase the number of materials for use in our 3D printers fast enough to meet our business plan;

      we are highly dependent upon sales to certain industries;

      if our relationships with suppliers, especially with limited source suppliers of components of our products, were to terminate or our manufacturing arrangements were to be disrupted, our business could be adversely affected;

      we may not be able to manage the expansion of our operations effectively in order to achieve our projected levels of growth;

      our operations could suffer if we are unable to attract and retain key management or other key employees; and

 

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      if we are unable to obtain patent protection or maintain trade secret protection for our products and/or processes or otherwise protect our intellectual property rights, our business could suffer.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenues for our fiscal year ended December 31, 2013, we qualify as an "emerging growth company" as defined in Section 2(a) of the U.S. Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act, or the JOBS Act, which was enacted in 2012. An emerging growth company may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to:

      not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

      being permitted to present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations;

      reduced disclosure obligations regarding executive compensation; and

      not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements.

We may choose to take advantage of some or all of the available exemptions and have taken advantage of some of these exemptions in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold shares. We do not know if some investors will find our ADSs less attractive as a result of our utilization of these or other exemptions. The result may be a less active trading market for our ADSs and increased volatility in the price of our ADSs.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We currently prepare our financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, which do not have separate provisions for publicly traded and private companies. However, in the event we convert to generally accepted accounting principles in the United States, or U.S. GAAP, while we are still an emerging growth company, we may be able to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we had total annual gross revenues of at least $1.0 billion; (b) the last day of our fiscal year following October 23, 2018, which is the fifth anniversary of the date of the first sale of our ordinary shares pursuant to an effective registration statement under the Securities Act; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided to emerging growth companies in the JOBS Act.

 

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The Offering

American Depositary Shares offered:    

By voxeljet AG

                ADSs

By the selling shareholders

                ADSs
ADSs to be outstanding immediately after this offering                 ADSs
Ordinary shares to be outstanding immediately after this offering                 ordinary shares
Over-allotment option                 ADSs offered by the selling shareholders
The ADSs   Each ADS represents one-fifth of an ordinary share.
    The depositary will hold the ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement. You may cancel your ADSs and withdraw the underlying ordinary shares. The depositary will charge you fees for, among other acts, any cancellation. In certain limited instances described in the deposit agreement, we may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs, you agree to be bound by the terms of the deposit agreement then in effect.
    To better understand the terms of the ADSs, you should carefully read "Description of American Depositary Shares" in this prospectus. You should also read the deposit agreement, which is an exhibit to the Registration Statement that includes this prospectus.
Depositary   Citibank, N.A.
Custodian   Citigroup Global Markets Deutschland AG
Use of proceeds   We expect to receive total estimated net proceeds from this offering of approximately $             million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses, assuming a public offering price of $             per ADS (the closing trading price of our ADSs on the New York Stock Exchange on             , 2014). We intend to use the net proceeds of this offering for the following purposes: (i) research and development initiatives, sales and marketing initiatives, potential further expansion of our on-demand parts service center in Europe and the establishment of new on-demand parts service centers in North America and Asia; and (ii) general corporate purposes, including without limitation, potential acquisitions. See "Use of Proceeds" in this prospectus.
    We will not receive any proceeds from the sale of ADSs offered by the selling shareholders.

 

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Dividend policy   Neither we nor our predecessor entity, Voxeljet Technology GmbH, have ever declared any cash dividends on our ordinary shares, and we have no present intention of declaring or paying any dividends in the foreseeable future.
Risk factors   You should carefully read the information set forth under "Risk Factors" beginning on page 14 of this prospectus and the other information set forth in this prospectus before deciding to invest in the ADSs.
New York Stock Exchange Symbol   VJET

Unless otherwise indicated, all information in this prospectus assumes that the underwriters do not exercise their over-allotment option.

 

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Summary Financial and Operating Data

We present below our summary historical financial and operating data as of and for each of the years in the three-year period ended December 31, 2013. The financial data as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 have been derived from our audited financial statements and the related notes, which are included elsewhere in this prospectus and which have been prepared in accordance with IFRS as issued by the IASB and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States). The financial data as of December 31, 2011 have been derived from our audited financial statements and the related notes, which are not included in this prospectus and which have been prepared in accordance with IFRS as issued by the IASB and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).

The historical results presented below are not necessarily indicative of the financial results to be expected for any future periods. You should read this information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Financial and Operating Data," and our financial statements and related notes, each included elsewhere in this prospectus.

Statement of Comprehensive Income (Loss) Data:

 
  Year Ended December 31,  
 
  2013   2013   2012   2011  
 
  ($ in thousands,
except share and
per share data)(1)

  (€ in thousands, except
share and per share data)

 

Revenues

  $ 16,105   11,688   8,711   7,257  

Cost of sales

    9,707     7,045     4,957     4,337  
                   

Gross profit

    6,398     4,643     3,754     2,920  

Selling expenses

    3,638     2,640     1,510     1,160  

Administrative expenses

    2,309     1,676     758     670  

Research and development expenses

    3,653     2,651     1,573     1,313  

Other operating expenses

    803     583     62     140  

Other operating (income)

    (1,232 )   (894 )   (822 )   (831 )
                   

Operating profit (loss)

    (2,774 )   (2,013 )   673     468  

Finance expense

    524     380     363     389  

Finance (income)

    (51 )   (37 )   (18 )   (5 )
                   

Financial result

    473     343     345     384  
                   

Profit (loss) before income taxes

    (3,246 )   (2,356 )   328     84  

Income tax expenses

    493     358     116     41  
                   

Profit (loss)

  $ (3,740 ) (2,714 ) 212   43  
                   
                   

Other comprehensive (income)

  $    —   (1 ) (4 )
                   
                   

Total comprehensive income (loss)

  $ (3,740 ) (2,714 ) 213   47  
                   
                   

Earnings (loss) per share

  $ (1.67 ) (1.21 ) 0.11   0.02  

Weighted average number of ordinary shares outstanding, adjusted to reflect changes in capital

    2,252,000     2,252,000     2,000,000     2,000,000  

 

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Statement of Financial Position Data:

 
  As of December 31,  
 
  2013   2013   2012   2011  
 
  ($ in thousands)(1)
  (€ in thousands)
 

Cash and cash equivalents

  $ 46,103   33,459   301   498  

Inventories

    5,017     3,641     2,806     2,011  

Total assets

    79,802     57,916     10,738     9,768  

Total liabilities

    17,246     12,516     9,520     8,763  

Shareholders' equity

    62,557     45,400     1,218     1,005  

Other Data:

 
  Year Ended December 31,  
 
  2013   2013   2012   2011  
 
  ($ in thousands,
except 3D printers
sold)(1)

  (€ in thousands, except
3D printers sold)

 

EBITDA(2)

  $ (717 ) (520 ) 2,016   1,714  

Earnings (loss) per ADS(3)

  $ (0.33 ) (0.24 ) 0.02   0.00  

3D printers sold(4)

    9     9     6     3  

(1)
Amounts in this column are not audited and have been converted from euros to U.S. dollars solely for the convenience of the reader at an exchange rate of $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."
(2)
We define EBITDA (earnings before interest, taxes, depreciation and amortization) as profit (loss) plus income tax expenses (benefit), financial result and depreciation and amortization. Disclosure in this prospectus of EBITDA, which is a non-IFRS financial measure, is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, IFRS. EBITDA should not be considered as an alternative to profit (loss) or any other performance measure derived in accordance with IFRS. Our presentation of EBITDA should not be construed to imply that our future results will be unaffected by unusual or non-recurring items.

The following table reconciles profit (loss) to EBITDA for the periods presented:

 
  Year Ended December 31,  
 
  2013   2013   2012   2011  
 
  ($ in thousands)(A)
  (€ in thousands)
 

Profit (loss)

  $ (3,740 ) (2,714 ) 212   43  

Income tax expenses

    493     358     116     41  

Financial result

    473     343     345     384  

Depreciation

    2,057     1,493     1,343     1,246  
                   

EBITDA

  $ (717 ) (520 ) 2,016   1,714  
                   
                   

    (A)
    Amounts in this column are not audited and have been converted from euros to U.S. dollars solely for the convenience of the reader at an exchange rate of $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."
(3)
Each ADS represents one-fifth of an ordinary share.

(4)
Includes refurbished 3D printers but does not include test machines or 3D printers involved in sale and leaseback transactions.

 

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RISK FACTORS

Investing in our ADSs involves a high degree of risk. You should carefully consider the risks described below, which we believe are the material risks of our business, our industry, our intellectual property, the ADSs and this offering, before making an investment decision. If any of the following risks actually occurs, our business, financial condition and operating results could be harmed. In that case, the trading price of the ADSs could decline and you might lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this prospectus, including our financial statements and the related notes thereto.

Risks Related to Our Business and Industry

We may not be able to introduce new 3D printers and related print materials acceptable to the market or to improve the technology and print materials used in our current 3D printers.

Our revenues are derived from the sale of 3D printers for, and products manufactured using, additive manufacturing. Our market is subject to innovation and technological change. A variety of technologies compete against one another in our market, which is, in part, driven by technological advances and end-user requirements and preferences, as well as the emergence of new standards and practices. Our ability to compete in the industrial additive manufacturing market depends, in large part, on our success in enhancing and developing new 3D printers, enhancing and adding to our technology and developing and qualifying new materials in which we can print. We believe that to remain competitive we must continuously enhance and expand the functionality and features of our products and technologies. However, we may not be able to:

      enhance our existing products and technologies;

      continue to leverage advances in industrial printhead technology;

      develop new products and technologies that address the increasingly sophisticated and varied needs of prospective end-users, particularly with respect to the physical properties of print materials and other consumables;

      respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis;

      develop products that are cost effective or that otherwise gain market acceptance; or

      adequately protect our intellectual property as we develop new products and technologies.

Even if we successfully enhance our existing 3D printers or create new 3D printers, it is likely that new 3D printers and technologies that we develop will eventually supplant our existing 3D printers or that our competitors will create 3D printers that will replace our 3D printers. As a result, any of our products may be rendered obsolete or uneconomical by our or others' technological advances.

Our revenues and operating results may fluctuate.

Our revenues and operating results may fluctuate from quarter-to-quarter and year-to-year and are likely to continue to vary due to a number of factors, many of which are not within our control. A significant portion of our 3D printer orders are typically received during the second and fourth quarters of the fiscal year as a result of the timing of capital expenditures of our customers. Our 3D printers typically are shipped the next quarter after an order is received. Thus, revenues and operating results for any future period are not predictable with any significant degree of certainty. We also

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typically experience weaker demand for our 3D printers in the first and third quarters. For these reasons, comparing our operating results on a period-to-period basis may not be meaningful. Until our business grows more significantly, the timing of individual printer sales, because of the cost of our largest printers, can have meaningful effects on and result in fluctuations in our quarterly results. You should not rely on our past results as an indication of our future performance.

Fluctuations in our operating results and financial condition may occur due to a number of factors, including, but not limited to, those listed below and those identified throughout this prospectus:

      the degree of market acceptance of our products;

      the mix of products that we sell during any period;

      our long sales cycle;

      the entry of new competitors into our market;

      generally weaker demand for 3D printers in the first and third quarters;

      development of new competitive systems or processes by others;

      changes in our pricing policies or those of our competitors, including our responses to price competition;

      delays between our expenditures to develop and market new or enhanced 3D printers and products and the generation of sales from those products;

      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;

      changes in the cost of satisfying our warranty obligations and servicing our installed base of products;

      our level of research and development activities and their associated costs and rates of success;

      changes in the size and complexity of our organization, including our operations outside of Europe;

      interruptions to or other problems with our website and interactive user interface, information technology systems, manufacturing processes or other operations;

      general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing, including the adverse effects of the current economic crisis affecting Europe;

      changes in accounting rules and tax laws; and

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      changes in interest rates that affect returns on our cash balances and short-term investments.

The long sales cycle for our products makes the timing of our revenues difficult to predict.

Generally, our 3D printers have a long sales cycle. Because our 3D printers are complex and typically involve significant capital investments by prospective purchasers, we and our sales agents generally need to invest a significant amount of time educating prospective purchasers about the benefits of our products. As a result, before purchasing our products, potential purchasers may spend a substantial amount of time performing internal assessments before making a purchase. This may cause us to devote significant effort in advance of a potential sale without any guarantee of receiving any related revenues. Delays in sales could cause significant variability in our revenues and operating results for any particular period.

Demand for our products may not increase adequately.

The marketplace for industrial manufacturing is dominated by conventional manufacturing methods that do not involve additive manufacturing technology. We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of our additive manufacturing technology. If additive manufacturing technology does not gain market acceptance as an alternative for industrial manufacturing, or if the marketplace adopts additive manufacturing based on a technology other than our technology, we may not be able to increase or sustain the level of sales of our products and machines and our results of operations would be adversely affected as a result.

We may not be able to significantly increase the number of materials for use in our 3D printers fast enough to meet our business plan, and, if we are successful, we may attract more competitors into our markets, some of which may be much larger than we are.

Our business plan is dependent in part upon our ability to steadily increase the number of qualified materials in which our 3D printers can print, since this will increase our addressable market. However, qualifying new materials is a complicated engineering task, and there is no way to predict whether, or when, any given material will be qualified. If we cannot hire a sufficient number of skilled people to work on qualifying new materials for printing or if we lack the resources necessary to create a steady flow of new materials, we will not be able to meet our business goals and a competitor may emerge that is better at qualifying new materials, either of which would have an adverse effect on our business results.

If, however, we succeed in qualifying a growing number of materials for use in our 3D printers, that should increase our addressable market, both as to customers and products for customers. However, as we create a larger addressable market, our market may become more attractive to other 3D printing companies or large companies that are not 3D printing companies but which may see an economic opportunity in the markets we have created. Similarly, if our focus on selling large 3D printers and 3D printed products to industrial companies proves successful, an increase in the number of competitors in that particular market is likely to adversely affect our business and financial results.

We are highly dependent upon sales to certain industries.

Our revenues of machines and products are relatively concentrated in companies in the automotive, foundry, film and entertainment, aerospace and art and architecture industries and those industries' respective suppliers. To the extent any of these industries experiences a downturn and we are unable to penetrate and expand into other industries, our results of operations may be adversely affected. Additionally, if any of these industries or their respective suppliers or other providers of manufacturing

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services develop new technologies or alternatives to manufacture the products that are currently manufactured using our 3D printers, it may adversely affect our results of operations.

If our relationships with suppliers, especially with limited source suppliers of components of and consumables for our products, were to terminate or our manufacturing arrangements were to be disrupted, our business could be adversely affected.

We purchase components and certain sub-assemblies for our systems and consumables that are used in our print materials from third-party suppliers. While there are several potential suppliers of most of the components and sub-assemblies for our systems, and for most of the consumables for our print materials, we currently choose to use only a limited number of suppliers for several of these components and materials. Our reliance on a limited number of vendors involves a number of risks, including:

      potential shortages of some key components;

      product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced;

      discontinuation of a product on which we rely;

      potential insolvency of these vendors; and

      reduced control over delivery schedules, manufacturing capabilities, quality and costs.

In addition, we require any new supplier to become "qualified" pursuant to our internal procedures. The qualification process involves evaluations of varying durations, which may cause production delays if we were required to qualify a new supplier unexpectedly. We generally assemble our systems based on our internal forecasts and the availability of consumables, assemblies, components and finished goods that are supplied to us by third parties, which are subject to various lead times. If certain suppliers were to decide to discontinue production of an assembly, component or consumable that we use, the unanticipated change in the availability of supplies, or unanticipated supply limitations, could cause delays in, or loss of, sales, increased production or related costs and, consequently, reduced margins, and damage to our reputation. If we are unable to find a suitable supplier for a particular component, consumable or compound, we could be required to modify our existing products to accommodate substitute components, consumables or compounds. 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. 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.

We may not be able to manage the expansion of our operations effectively in order to achieve our projected levels of growth.

We have expanded our operations significantly in recent periods, and our business plan calls for further expansion over the next several years, including into North America and Asia. We anticipate that further development of our infrastructure and an increase in the number of our employees will be required to achieve our planned broadening of our product offerings and client base, improvements in our 3D printers and materials used in our 3D printers, and our ongoing international growth. In particular, we must increase our marketing and services staff to support new marketing and service activities and to meet the needs of both new and existing customers. Our ability to successfully increase our marketing efforts is not guaranteed, and if we are not able to successfully increase our

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marketing efforts, we may not be able to grow our business as intended. Our future success will depend in part upon the ability of our management to manage our growth effectively. If our management is unsuccessful in meeting these challenges, we may not be able to achieve our anticipated level of growth, which would adversely affect our results of operations.

Our operations could suffer if we are unable to attract and retain key management or other key employees.

Our success depends upon the continued service and performance of our senior management and other key personnel. Our senior management team is critical to the management of our business and operations, as well as to the development of our strategy. The loss of the services of any members of our senior management team could delay or prevent the successful implementation of our growth strategy, or the commercialization of new applications for our 3D printers or other products, or could otherwise adversely affect our ability to manage our company effectively and carry out our business plan. Members of our senior management team may resign at any time. High demand exists for senior management and other key personnel in the additive manufacturing industry, and there can be no assurance that we will be able to retain such personnel. We do not carry key-man insurance on any member of our senior management team.

Our growth and success will also depend on our ability to attract and retain additional highly-qualified scientific, technical, sales, managerial and finance personnel. We have experienced and expect to continue to experience intense competition for qualified personnel. While we intend to continue to provide competitive compensation packages to attract and retain key personnel, some of our competitors for these employees have greater resources and more experience, making it difficult for us to compete successfully for key personnel. If we cannot attract and retain sufficiently qualified technical employees for our research and development and manufacturing operations, we may be unable to develop and commercialize new products or new applications for existing products. Furthermore, possible shortages of key personnel, including engineers, in the regions surrounding our European facilities could require us to pay more to hire and retain key personnel, thereby increasing our costs.

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.

We intend to continue to make investments to support the growth of our business and may require additional funds to respond to business challenges, including the need to implement our growth strategy, increase market share in our current markets or expand into other markets, or broaden our technology, intellectual property or service capabilities. Accordingly, we may require additional investments of capital from time to time, and our existing sources of cash and any funds generated from operations may not provide us with sufficient capital. For various reasons, including any noncompliance with existing or future lending arrangements, additional financing, including lease financing for sale and leaseback transactions, may not be available when needed, or may not be available on terms favorable to us. If we fail to obtain adequate capital on a timely basis or if capital cannot be obtained on terms satisfactory to us, we may not be able to achieve our planned rate of growth, which will adversely affect our results of operations.

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We face significant competition in many aspects of our business, which could cause our revenues and gross profit margins to decline. Competition could also cause us to reduce sales prices or to incur additional marketing or production costs, which could result in decreased revenue, increased costs and reduced margins.

We compete for customers with a wide variety of producers of equipment for models, prototypes, other 3D objects and end-use parts as well as producers of print materials and services for this equipment. Some of our existing and potential competitors are researching, designing, developing and marketing other types of competitive equipment, print materials and services. Many of these competitors have financial, marketing, manufacturing, distribution and other resources that are substantially greater than ours.

We also expect that future competition may arise from the development of allied or related techniques for equipment and print materials that are not encompassed by our patents, from the issuance of patents to other companies that may inhibit our ability to develop certain products, from our entry into new geographic markets and industries and from improvements to existing print materials and equipment technologies. In addition, a number of companies have announced beginning production of 3D printers, which will further enhance the competition we face.

We intend to continue to follow a strategy of continuing product development to enhance our position to the extent practicable. We cannot assure you that we will be able to maintain our current position in the field or continue to compete successfully against current and future sources of competition. If we do not keep pace with technological change and introduce new products, our revenues and demand for our products may decrease.

There is no guarantee that purchase orders that relate to 3D printers in our backlog will be consummated.

Our backlog represents 3D printers for which a customer has signed a purchase order, but which we have not shipped yet. Our backlog as of March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively, and consisted of seven and four 3D printers. The underlying purchase orders and, thus, total backlog are subject to adjustments inherent in our line of business. While we anticipate that all of the 3D printers in our backlog will ship prior to December 31, 2014, we have had a customer cancel a purchase order in the past without a penalty. In addition, the purchase orders related to our backlog are still subject to installation and a satisfactory dry run at the customer's site. As a result, there is no guarantee that these purchase orders will be consummated.

Our operations outside of Germany subject us to various risks, and our failure to manage these risks could adversely affect our results of operations.

Our business is subject to certain risks associated with doing business globally. Our sales outside of Germany represented 62% and 53% of our total sales in 2013 and 2012, respectively. One of our growth strategies is to pursue opportunities for our business in several areas of the world, both inside and outside of Germany and Europe, any or all of which could be adversely affected by the risks set forth below. Accordingly, we face significant operational risks as a result of doing business internationally, such as:

      fluctuations in foreign currency exchange rates;

      potentially longer sales and payment cycles;

      potentially greater difficulties in collecting accounts receivable;

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      potentially adverse tax consequences;

      challenges in providing solutions across a significant distance, in different languages and among different cultures;

      different, complex and changing laws governing intellectual property rights, sometimes affording reduced protection of 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;

      rapid changes in government, economic and political policies and conditions, political or civil unrest or instability, terrorism or epidemics and other similar outbreaks or events;

      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;

      compliance with a wide variety of complex foreign laws, treaties and regulations;

      transportation delays;

      tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; and

      becoming subject to the laws, regulations and court systems of multiple jurisdictions.

Our failure to manage the market and operational risks associated with our international operations effectively could limit the future growth of our business and adversely affect our results of operations.

Our international operations pose currency risks, which may adversely affect our operating results and net income.

Our operating results may be affected by volatility in currency exchange rates and our ability to effectively manage our currency transaction risks. Although currency exchange rate fluctuations have not had an impact on our operations to date, as we realize upon our strategy to expand internationally, our exposure to currency risks will increase. We do not manage our foreign currency exposure in a manner that would eliminate the effects of changes in foreign exchange rates. Therefore, changes in exchange rates between these foreign currencies and the euro will affect our revenues, cost of goods sold, and operating margins, and could result in exchange losses in any given reporting period.

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We incur currency transaction risks whenever we enter into either a purchase or a sale transaction using a different currency from the currency in which we report revenues. In such cases we may suffer an exchange loss because we do not currently engage in currency swaps or other currency hedging strategies to address this risk.

Given the volatility of exchange rates, we can give no assurance that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have an adverse effect on our results of operations.

We may engage in future acquisitions that could disrupt our business, cause dilution to our shareholders and harm our financial condition and operating results.

While we currently have no specific plans to acquire any other businesses, we may, in the future, make acquisitions of, or investments in, companies that we believe have products or capabilities that are a strategic or commercial fit with our current business or otherwise offer opportunities for our company. In connection with these acquisitions or investments, we may:

      issue ADSs or other forms of equity that would dilute our existing shareholders' percentage of ownership;

      incur debt and assume liabilities; and

      incur amortization expenses related to intangible assets or incur large and immediate write-offs.

We may not be able to complete acquisitions on favorable terms, if at all. If we do complete an acquisition, we cannot assure you that it will ultimately strengthen our competitive position or that it will be viewed positively by customers, financial markets or investors. Furthermore, future acquisitions could pose numerous additional risks to our operations, including:

      problems integrating the purchased business, products or technologies;

      challenges in achieving strategic objectives, cost savings and other anticipated benefits;

      increases to our expenses;

      the assumption of significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party;

      inability to maintain relationships with key customers, vendors and other business partners of the acquired businesses;

      diversion of management's attention from their day-to-day responsibilities;

      difficulty in maintaining controls, procedures and policies during the transition and integration;

      entrance into marketplaces where we have no or limited prior experience and where competitors have stronger marketplace positions;

      potential loss of key employees, particularly those of the acquired entity; and

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      that historical financial information may not be representative or indicative of our results as a combined company.

Global economic, political and social conditions have adversely impacted our sales and may continue to do so.

The uncertain direction and relative strength of the global economy, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and other macroeconomic factors all affect spending behavior of potential end-users of our products. The prospects for economic growth in Europe, the United States and other countries remain uncertain and may cause end-users to further delay or reduce technology purchases. In particular, a substantial portion of our sales are made to customers in countries in Europe, which has recently experienced a significant economic crisis. If global economic conditions remain volatile for a prolonged period or if European economies experience further disruptions, our results of operations could be adversely affected. The global financial crisis affecting the banking system and financial markets has resulted in a tightening of credit markets, lower levels of liquidity in many financial markets and extreme volatility in fixed income, credit, currency and equity markets. These conditions may make it more difficult for our end-users to obtain financing.

Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation could result in fines, criminal penalties and an adverse effect on our business.

We operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws. We are subject, however, to the risk that our officers, directors, employees, agents and collaborators may take action determined to be in violation of such anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010 and the European Union Anti-Corruption Act, as well as trade sanctions administered by the Office of Foreign Assets Control and the U.S. Department of Commerce. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties or curtailment of operations in certain jurisdictions, and might adversely affect our results of operations. In addition, actual or alleged violations could damage our reputation and ability to do business.

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.

We rely on our information technology, or IT, systems to manage numerous aspects of our business and provide analytical information to management. Our IT systems allow us to efficiently purchase products from our suppliers, provide procurement and logistic services, ship products to our customers on a timely basis, maintain cost-effective operations and provide service to our customers. Our IT systems are an essential component of our business and growth strategies, and a disruption to our IT systems could significantly limit our ability to manage and operate our business efficiently. Although we take steps to secure our IT systems, including our computer systems, intranet and internet sites, email and other telecommunications and data networks, the security measures we have implemented may not be effective and our systems may be vulnerable to, among other things, damage and interruption from power loss, including as a result of natural disasters, computer system and network failures, loss of telecommunication services, operator negligence, loss of data, security breaches, computer viruses and other disruptive events. Any such disruption could adversely affect our reputation, brand and financial condition.

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Defects in new products or in enhancements to our existing products that give rise to product returns or warranty or other claims could result in material expenses, diversion of management time and attention, and damage to our reputation.

Our 3D printing systems may contain undetected defects or errors when first introduced or as enhancements are released that, despite testing, are not discovered until after a system has been used. This could result in delayed market acceptance of those systems or claims from sales agents, end-users or others, which may result in litigation, increased end-user service and support costs and warranty claims, damage to our reputation and business, or significant costs to correct the defect or error. We may from time to time become subject to warranty or product liability claims related to product quality issues that could lead us to incur significant expenses.

We could face liability if our 3D printers are used by our customers to print dangerous objects.

Customers may use our 3D printers to print parts that could be used in a harmful way or could otherwise be dangerous. For example, there have been recent news reports that 3D printers were used to print guns or other weapons. We have little, if any, control over what objects our customers print using our 3D printers, and it may be difficult, if not impossible, for us to monitor and prevent customers from printing weapons with our 3D printers. While we have never printed weapons in our service center, there can be no assurance that we will not be held liable if someone were injured or killed by a weapon printed by a customer using one of our 3D printers.

A loss of a significant number of our sales agents would impair our ability to sell our products and services and could reduce our revenues and adversely impact our operating results.

We expect most of our sales of our products to be made with the assistance of our network of sales agents. We rely heavily on these sales agents to facilitate sales of our products to end-users in their respective geographic regions. Furthermore, we rely on sales agents to service our products. These sales agents are generally not precluded from selling our competitors' products in addition to ours. In addition, they may not be effective in selling our products or servicing our end-users. Further, if a significant number of these sales agents were to terminate their relationships with us or otherwise fail or refuse to facilitate sales of our products, we may not be able to find replacements that are as qualified or as successful. If these sales agents do not perform as anticipated or if we are unable to find qualified and successful replacements, our sales will suffer, which would have a material adverse effect on our revenues and operating results.

Workplace accidents or environmental damage could result in substantial remedial obligations and damage to our reputation.

Accidents or other incidents that occur at our facilities or involve our personnel or operations could result in claims for damages against us. In addition, in the event we are found to be financially responsible, as a result of environmental or other laws or by court order, for environmental damages alleged to have been caused by us or occurring on our premises, we could be required to pay substantial monetary damages or undertake expensive remedial obligations. 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.

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Our operations are subject to environmental laws and other government regulations which could result in liabilities in the future.

We are subject to domestic and foreign 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. 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 facilities and at facilities where our products are used and the respective consequences arising out of human exposure to such substances or other environmental damage. We may not have been and may not be at all times in complete compliance with environmental laws, regulations and permits, and the nature of our operations exposes us to the risk of liabilities or claims with respect to environmental and worker health and safety matters. If we violate or fail to comply with environmental laws, regulations and permits, we could be subject to penalties, fines, restrictions on operations or other sanctions, and our operations could be interrupted.

The cost of complying with current and future environmental, health and safety laws applicable to our operations, or the liabilities arising from past releases of, or exposure to, hazardous substances, may result in future expenditures. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.

In the ordinary course of business, we have been, and in the future may be, subject to various product and non-product related claims, lawsuits and administrative proceedings seeking damages or other remedies arising out of our commercial operations, including litigation related to defects in our products. We maintain insurance to cover our potential exposure for most claims and losses. However, our insurance coverage is subject to various exclusions, self-retentions and deductibles, may be inadequate or unavailable to protect us fully, and may be cancelled or otherwise terminated by the insurer. 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;

      we may be faced with types of liabilities that are not covered under our insurance policies, such as environmental contamination or terrorist attacks, 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.

Even a partially uninsured claim of significant size, if successful, could have a material adverse affect on our business, financial condition, results of operations and liquidity. However, even if we successfully defend ourselves against any such claim, we could be forced to spend a substantial amount of money in litigation expenses, our management could be required to spend valuable time defending these claims and our reputation could suffer, any of which could adversely affect our results of operations.

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If our manufacturing facility or on-demand parts service center is disrupted, sales of our products may be affected, which could result in loss of revenues and unforeseen costs.

We manufacture our machines at our facility in Europe. Our on-demand parts service center is also located in Europe. While we plan to add additional facilities in the future, including a facility near Detroit, Michigan for which we have signed a lease and anticipate commencing operations in the third quarter of 2014, all of our operations are currently performed at our facilities in Europe. If the operations of these facilities are materially disrupted, whether by natural disasters, demonstrations, acts of terror, or otherwise, we would be unable to fulfill customer orders for the period of the disruption, we would not be able to recognize revenues on orders, we could suffer damage to our reputation, and we might need to modify our standard sales terms to secure the commitment of new customers during the period of the disruption and perhaps longer. Depending on the cause of the disruption, we could incur significant costs to remedy the disruption and resume product shipments. Such a disruption could have an adverse effect on our results of operations.

New regulations related to conflict-free minerals may cause us to incur additional expenses and may create challenges with our customers.

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability regarding the use of "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries, collectively, the DRC. The SEC has established new annual disclosure and reporting requirements for those companies who use "conflict" minerals sourced from the DRC in their products. As we use tungsten, a "conflict" mineral, in our research and development department, these new requirements could limit the pool of suppliers who can provide conflict-free minerals, and, as a result, we cannot ensure that we will be able to obtain these conflict-free minerals in sufficient quantities or at competitive prices. Compliance with these new requirements may also increase our costs. In addition, we may face challenges with our customers in the future if our customers require that all our products are certified as "conflict" mineral-free and we are unable to sufficiently verify the origins of the minerals used in our material sets.

We may have exposure to greater than anticipated tax liabilities which could adversely affect our operating results.

Our future income taxes could be adversely affected by changes in tax laws, regulations, accounting principles or interpretations thereof, in jurisdictions around the world. In addition, there is a risk that amounts paid or received in transactions between us and our international subsidiary could be deemed for transfer pricing purposes to be lower or higher than we previously recognized or expected to recognize, or that distributions to us from our international subsidiary could be subject to withholding tax. Our determination of our tax liability is always subject to review by applicable tax authorities. Any negative outcome of such a review could have an adverse effect on our operating results and financial condition. In addition, the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and could adversely affect our operating results.

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, trademarks, trade secrets and confidentiality agreements and other contractual arrangements with our employees, end-users and others to maintain our competitive

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position. Our success depends, in part, on our ability to obtain patent protection for or maintain as trade secrets our proprietary products, technologies and inventions and to maintain the confidentiality of our trade secrets and know-how, operate without infringing upon the proprietary rights of others and prevent others from infringing upon our business proprietary rights.

Despite our efforts to protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies, inventions, processes or improvements. We cannot assure you that any of our existing or future patents or other intellectual property rights will be enforceable, will not be challenged, invalidated or circumvented, or will otherwise provide us with meaningful protection or any competitive advantage. In addition, our pending patent applications may not be granted, and we may not be able to obtain foreign patents or elect to file applications corresponding to our U.S. and E.U. patents. The laws of certain countries outside the United States and European Union may not provide the same level of patent protection as in the United States and the European Union, so even if we assert our patents or obtain additional patents in countries outside of the United States and the European Union, effective enforcement of such patents may not be available. If our patents do not adequately protect our technology, our competitors may be able to offer additive manufacturing systems or other products similar to ours. Our competitors may also be able to develop similar technology independently or design around our patents, and we may not be able to detect the unauthorized use of our proprietary technology or take appropriate steps to prevent such use. Any of the foregoing events would lead to increased competition and lower revenues or gross margins, which could adversely affect our operating results.

We may not be able to protect our trade secrets and intellectual property.

While some of our technology is licensed under patents belonging to others or is covered by process patents which are owned or applied for by us, much of our key technology is not protected by patents. Furthermore, patents are jurisdictional in nature and therefore only protect us in certain markets, rather than globally. In particular, in fast-growing markets such as China and India, our technology is not protected by patents. We have devoted substantial resources to the development of our technology, trade secrets, know-how and other unregistered proprietary rights. While we enter into confidentiality and invention assignment agreements intended to protect such rights, such agreements can be difficult and costly to enforce or may not provide adequate remedies if violated. Such agreements may be breached and confidential information may be willfully or unintentionally disclosed, or our competitors or other parties may learn of the information in some other way. Since we cannot legally prevent one or more other companies from developing similar or identical technology to our unpatented technology, it is likely that, over time, one or more other companies may be able to replicate our technology, thereby reducing our technological advantages. If we do not protect our technology or are unable to develop new technology that can be protected by patents or as trade secrets, we may face increased competition from other companies, which may adversely affect our results of operations.

We enjoy license rights and exclusivity of certain patents and intellectual property and cannot adequately estimate the effects of their expiration upon the entrance or advancement of competitors into the additive manufacturing industrial market.

We have exclusive and non-exclusive license rights to certain patents that we utilize in the industrial market. Some of these patents have already expired, and others will expire within the next two to four years. We cannot adequately estimate the effect that the expiration of these patents will have upon the entrance or advancement of other additive manufacturing manufacturers into the industrial market. See "Business — Intellectual Property."

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We may be subject to claims alleging patent infringement.

Our products and technology, including the technology that we license from others, may infringe the intellectual property rights of third parties. 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 actual discoveries by several months or more. As a result, the nature of claims contained in unpublished patent filings around the world is unknown to us, and we cannot be certain that we were the first to conceive inventions covered by our patents or patent applications or that we were the first to file patent applications covering such inventions. Furthermore, it is not possible to know in which countries patent holders may choose to extend their filings under the Patent Cooperation Treaty or other mechanisms. In addition, we may be subject to intellectual property infringement claims from individuals, vendors and other companies, including those that are in the business of asserting patents, but are not commercializing products in the field of 3D printing. Any claims that our products or processes infringe the intellectual property rights of others, regardless of the merit or resolution of such claims, could cause us to incur significant costs in responding to, defending and resolving such claims, and may prohibit or otherwise impair our ability to commercialize new or existing products. Any infringement by us or our licensors of the intellectual property rights of third parties may have a material adverse effect on our business, financial condition and results of operations.

Third-party claims of intellectual property infringement successfully asserted against us may require us to redesign infringing technology or enter into costly settlement or license agreements on terms that are unfavorable to us, prevent us from manufacturing or licensing certain of our products, subject us to injunctions restricting our sale of products and use of infringing technology, cause severe disruptions to our operations or the markets in which we compete, impose costly damage awards or require indemnification of our sales agents and end-users. 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 or developing non-infringing substitute technology. Any of the foregoing developments could seriously harm our business.

We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.

In connection with the enforcement of our intellectual property rights, opposing third parties from obtaining patent rights or disputes related to the validity or alleged infringement of our or third-party intellectual property rights, including patent rights, we have been and may in the future be subject or party to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel, and by increasing our costs of doing business. We may not prevail in any such dispute or litigation, and an adverse decision in any legal action involving intellectual property rights, including any such action commenced by us, could limit the scope of our intellectual property rights and the value of the related technology. We have previously been involved in patent litigation with the Massachusetts Institute of Technology, or MIT, and Z Corporation, or Z Corp, which we resolved through a settlement agreement with MIT and Z Corp and by entering into a subsequent license agreement with Z Corp. 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 infringement claims.

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Obtaining and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees on any issued patent are due to be paid to the U.S. Patent and Trademark Office, or USPTO, and foreign patent agencies in several stages over the lifetime of the patent. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. 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 abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we or our exclusive licensors fail to maintain the patents and patent applications covering our products and processes, our competitive position would be adversely affected.

We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

Certain of our past and present employees were previously employed at other additive manufacturing companies, including our competitors or potential competitors. Some of these employees executed proprietary rights, non-disclosure and non-competition agreements in connection with such previous employment. 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. 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. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management. As we expand our operations into the United States and elsewhere, we may face similar claims with regard to our future employees in these countries.

Certain of our employees and patents are subject to German law.

Almost all of our employees work in Germany and are subject to German employment law. Ideas, developments, discoveries and inventions made by such employees and consultants are subject to the provisions of the German Act on Employees' Inventions (Gesetz über Arbeitnehmererfindungen), which regulates the ownership of, and compensation for, inventions made by employees. We face the risk that disputes can occur between us and our employees or ex-employees pertaining to alleged non-adherence to the provisions of this act that may be costly to defend and take up our management's time and efforts whether we prevail or fail in such dispute. In addition, under the German Act on Employees' Inventions, certain employees retained rights to patents they invented or co-invented prior to 2009. Although most of these employees have subsequently assigned their interest in these patents to us, there is a risk that the compensation we provided to them may be deemed to be insufficient and we may be required under German law to increase the compensation due to such employees for the use of the patents. In those cases where employees have not assigned their interests to us, we may need to pay compensation for the use of those patents. If we are required to pay additional compensation or face other disputes under the German Act on Employees' Inventions, our results of operations could be adversely affected.

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If we fail to comply with our obligations under our intellectual property-related agreements, 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 with both Z Corp and The ExOne Company, or ExOne, that impose restrictions on our use of certain intellectual property. We are party to other intellectual property-related agreements that also are important to our business. Disputes may arise between the counterparties to these agreements and us that could result in termination of these agreements or in costly litigation or arbitration that diverts management attention and resources. If we fail to comply with our obligations under our intellectual property-related agreements, or misconstrue the scope of the rights granted to us or restrictions imposed on us under these agreements, the counterparties may have the right to terminate these agreements or sue us for damages or equitable remedies, including injunctive relief. 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.

Certain technologies and patents have been developed with partners and we may face restrictions on this jointly-developed intellectual property.

We have entered into cooperation agreements with a number of industrial and commercial partners, as well as university partners. We have, in some cases individually and in other cases along with our partners, filed for patent protection for a number of technologies developed under these agreements and may in the future file for further intellectual property protection and/or seek to commercialize such technologies. 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. In other cases, we may not have any rights to use intellectual property solely developed and owned by the partner. If we cannot obtain commercial use rights for such jointly-owned intellectual property or partner-owned intellectual property, our future product development and commercialization plans may be adversely affected.

Risks related to the ADSs and this offering

As a new investor, you will experience substantial dilution as a result of this offering.

The public offering price per ADS will be substantially higher than the net tangible book value per ADS prior to this offering. Consequently, if you purchase ADSs in this offering at an assumed public offering price of $             (the closing trading price of our ADSs on the New York Stock Exchange on                           , 2014), you will incur immediate dilution of $             per ADS. For further information regarding the dilution resulting from this offering, please see the section entitled "Dilution" in this prospectus. This dilution is due in large part to the fact that our earlier investors paid substantially less than the assumed public offering price when they purchased their ordinary shares.

The price of our ADSs may fluctuate significantly.

The stock market generally, including our ADSs, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of listed companies. Broad market and industry factors may negatively affect the market price of our ADSs, regardless of our actual operating performance. The market price and liquidity of the market for our

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ADSs may fluctuate and may be significantly affected by numerous factors, some of which are beyond our control. These factors include:

      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;

      changes in the cost of satisfying our warranty obligations and servicing our installed base of 3D printers;

      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;

      any shortfall in revenues or net income from levels expected by investors or securities analysts; and

      general economic trends and other external factors.

Our principal shareholders and management own a significant percentage of our ordinary shares and will be able to exert significant influence over matters subject to shareholder approval.

Prior to this offering, members of our supervisory and management boards and holders of 5% or more of our ordinary shares beneficially owned 52.0% of our ordinary shares and, upon consummation of this offering, that same group will hold approximately         % of our outstanding ordinary shares (including ordinary shares represented by ADSs), assuming no exercise of the underwriters' over-allotment option. These shareholders will have significant influence over the outcome of all matters requiring shareholder approval. For example, these shareholders may be able to influence the outcome of elections of members of our supervisory board, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transactions. This may prevent or discourage unsolicited acquisition proposals or offers for our ordinary shares or ADSs that you may feel are in your best interest as one of our shareholders. The interests of this group of shareholders may not always coincide with your interests or the interests of other shareholders, and they may act in a manner that advances their best interests and not necessarily those of other shareholders, including seeking a premium value for their ordinary shares, which might affect the prevailing market price for our ADSs.

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Substantial future sales of our ordinary shares or ADSs in the public market, or the perception that these sales could occur, could cause the price of the ADSs to decline.

Additional sales of our ordinary shares or ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of the ADSs to decline. Upon completion of this offering, we will have              million ADSs outstanding representing              million ordinary shares. All ADSs sold in this offering will be freely transferable without restriction or additional registration under the Securities Act. The ordinary shares and ADSs held by the members of our management board and supervisory board and the selling shareholders will be available for sale upon the expiration of a lock-up period, which will expire 90 days after the date of this prospectus. Any or all of these ordinary shares or ADSs may be released prior to expiration of the lock-up period with the prior written consent of Piper Jaffray & Co. and Citigroup Global Markets Limited To the extent ordinary shares or ADSs are released before the expiration of the lock-up period and these ordinary shares or ADSs are sold into the market, the market price of the ADSs could decline. See "Shares Eligible for Future Sales" and "Underwriting" for a more detailed description of the terms of these "lock-up" arrangements.

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 this prospectus and the deposit agreement, holders of the ADSs will not be able to exercise voting rights attaching to the ordinary shares evidenced by the ADSs on an individual basis. Under the terms of the deposit agreement, holders of the ADSs will appoint the depositary or its nominee as their representative to exercise the voting rights attaching to the ordinary shares represented by the ADSs. You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

You may not receive distributions on our ordinary shares represented by the ADSs or any value for them.

Under the terms of the deposit agreement, the depositary for the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, in accordance with the limitations set forth in the deposit agreement, it may be unlawful or impractical to make a distribution available to holders of ADSs. In addition, with respect to distributions of rights to subscribe for additional ordinary shares or ADS, such distributions will only be made if we request such rights be made available to holders of the ADSs. We have no obligation to take any other action to permit the distribution of the ADSs, ordinary shares, rights or anything else to holders of the ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value from them. These restrictions may have a material adverse effect on the value of your ADSs.

We have no present intention to pay dividends on our ordinary shares in the foreseeable future and, consequently, your only opportunity to achieve a return on your investment during that time is if the price of our ADSs appreciates.

We have no present intention to pay dividends on our ordinary shares in the foreseeable future. Any recommendation by our management and supervisory boards to pay dividends will depend on many factors, including our financial condition, results of operations, legal requirements and other factors. Accordingly, if the price of our ADSs declines in the foreseeable future, you will incur a loss on your investment, without the likelihood that this loss will be offset in part or at all by potential future cash dividends.

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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. companies. This may limit the information available to holders of ADSs.

We are a "foreign private issuer," as defined in the SEC rules and regulations, and, consequently, we are not subject to all of the disclosure requirements applicable to companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, members of our management board and supervisory board and our principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Accordingly, there may be less publicly-available information concerning our company than there is for U.S. public companies.

As a foreign private issuer, we file an annual report on Form 20-F within four months of the close of each year ended December 31 and furnish reports on Form 6-K relating to certain material events promptly after we publicly announce these events. However, although we intend to issue quarterly financial information, because of the above exemptions for foreign private issuers, we are not required to do so, and, therefore, holders of our ADSs will not be afforded the same protections or information generally available to investors holding shares in public companies organized in the United States.

As a foreign private issuer, we are not subject to certain New York Stock Exchange corporate governance rules applicable to U.S. listed companies.

We rely on provisions in the New York Stock Exchange Listed Company Manual that permit us to follow our home country corporate governance practices with regard to certain aspects of corporate governance. This allows us to follow German corporate law and the German Corporate Governance Code, which differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the New York Stock Exchange.

In accordance with our New York Stock Exchange listing, our Audit Committee is required to comply with or satisfy an exemption from the provisions of Section 301 of the Sarbanes-Oxley Act and Rule 10A-3 of the Exchange Act, both of which are also applicable to listed U.S. companies. Because we are a foreign private issuer, however, we generally are permitted to follow home country practice in lieu of the corporate governance standards provided in the New York Stock Exchange Listed Company Manual. In particular, we are not required to comply with the requirements that the members of our Audit Committee satisfy financial literacy standards, that a majority of the members of our supervisory board must be independent, that our Audit Committee and Compensation and Nominating Committee adopt written charters and that we adopt and disclose corporate governance guidelines. If some investors find the ADSs less attractive as a result of these differences, there may be a less active trading market for the ADSs and the price of the ADSs may be more volatile. See "Management — Differences between Our Corporate Governance Practices and Those Set Forth in the New York Stock Exchange Listed Company Manual."

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As a foreign private issuer, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. The determination of foreign private issuer status is made annually on the last business day of an issuer's most recently

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completed second fiscal quarter. Accordingly, we will next make a determination with respect to our foreign private issuer status on June 30, 2014. There is a risk that we will lose our foreign private issuer status in the future.

We would lose our foreign private issuer status if, for example, more than 50% of our assets are located in the United States and we continue to fail to meet additional requirements necessary to maintain our foreign private issuer status. As of December 31, 2013, an immaterial amount of our assets were located in the United States, although this may change as we expand our operations in the United States. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly greater than the costs we incur as a foreign private issuer. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. Such conversion and modifications would involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers such as the ones described above and exemptions from procedural requirements related to the solicitation of proxies.

We are an "emerging growth company" and we intend to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our ADSs being less attractive to investors.

We are an "emerging growth company," as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting and governance requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and other public filings. We cannot predict if investors will find the ADSs less attractive because we will rely on such exemptions. If some investors find the ADSs less attractive as a result, there may be a less active trading market for the ADSs and the price of the ADSs may be more volatile. We may take advantage of these reporting and governance exemptions until we are no longer an emerging growth company, which in certain circumstances could be as late as the last day of our fiscal year following October 23, 2018, which is the fifth anniversary of the date of the first sale of our ordinary shares pursuant to an effective registration statement under the Securities Act. See "Prospectus Summary — Implications of Being an Emerging Growth Company."

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We currently prepare our financial statements in accordance with IFRS as issued by the IASB, which do not have separate provisions for publicly traded and private companies. However, in the event we convert to U.S. GAAP while we are still an emerging growth company, we may be able to take advantage of the benefits of this extended transition period and, as a result, during such time that we delay the adoption of any new or revised accounting standards, our financial statements may not be comparable to other companies that comply with all public company accounting standards.

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If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, in the future, we will be required, under Section 404 of the Sarbanes-Oxley Act, to perform system and process evaluations and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses in our internal control over financial reporting identified by our management or our independent registered public accounting firm. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement. At the time when we are no longer an emerging growth company, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future.

Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge, and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of the ADSs could decline, and we could be subject to sanctions or investigations by the New York Stock Exchange, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements.

In connection with the audit of our financial statements as of and for the year ended December 31, 2013, we concluded there is a material weakness in internal control over financial reporting. Under standards established by the Public Company Accounting Oversight Board, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

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Our management identified a material weakness in our control over financial reporting attributable to the combination of our lack of sufficient financial reporting and accounting personnel with appropriate training in IFRS as issued by the IASB, and SEC rules and regulations with respect to financial reporting. As such, our controls over financial reporting were not designed or operating effectively, and as a result there were adjustments required in connection with closing our books and records and preparing our 2013 financial statements. These control deficiencies resulted in more than a remote likelihood that a material misstatement of our annual and interim financial statements would not be prevented or detected during our ordinary close process.

In an effort to remediate our material weakness, we intend to hire additional finance and accounting personnel with appropriate training, build our financial management and reporting infrastructure, and further develop and document our accounting policies and financial reporting procedures. The actions that we are taking are subject to ongoing management board review, as well as audit committee oversight. Although we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take, and our initiatives may not prove to be successful in remediating this material weakness. If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our financial statements may contain material misstatements and we could be required to restate our financial results. In addition, if we are unable to successfully remediate this material weakness and if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with applicable stock exchange listing requirements. We are not currently required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not currently required to make an assessment of the effectiveness of our internal controls.

We incur significant increased costs as a result of operating as a company whose ADSs are publicly traded in the United States, and our management is required to devote substantial time to new compliance initiatives.

As a company whose ADSs commenced trading in the United States in October 2013, we incur significant legal, accounting, insurance and other expenses that we did not previously incur. In addition, the Sarbanes Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC and the New York Stock Exchange have imposed various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls. These costs will increase at the time when we are no longer an emerging growth company eligible to rely on exemptions under the JOBS Act from certain disclosure and governance requirements. Our management and other personnel must devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. We estimate that our annual compliance expenses will be approximately €1 million in each of the next two fiscal years. For example, these rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These laws and regulations could also make it more difficult and expensive for us to attract and retain qualified persons to serve on our supervisory board or its committees or on our management board. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of the ADSs, fines, sanctions and other regulatory action and potentially civil litigation.

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U.S. investors may have difficulty enforcing civil liabilities against our Company or members of our management and supervisory boards and the experts named in this prospectus.

The members of our management and supervisory boards and certain of the experts named in this prospectus are non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible, or may be very difficult, to serve process on such persons or us in the United States or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the United States. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Germany. An award for monetary damages under the U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in Germany will depend on the particular facts of the case as well as the laws and treaties in effect at the time. Litigation in Germany is also subject to rules of procedure that differ from the U.S. rules, including with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Germany would have to be conducted in the German language, and all documents submitted to the court would, in principle, have to be translated into German. For these reasons, it may be difficult for a U.S. investor to bring an original action in a German court predicated upon the civil liability provisions of the U.S. federal securities laws against us, the members of our management and supervisory boards and certain of the experts named in this prospectus. The United States and Germany do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters, though recognition and enforcement of foreign judgments in Germany is possible in accordance with applicable German laws.

You may be subject to limitations on the transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems doing so expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks that it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason in accordance with the terms of the deposit agreement. As a result, you may be unable to transfer your ADSs when you wish to.

If securities or industry analysts do not publish research or reports about our business, or if they or anyone else gives negative recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.

The trading market for our ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our ADSs, the market price for our ADSs would likely decline. If other individuals, including short sellers, disseminate negative information regarding our business or our ADSs, the market price for our ADSs may also decline. 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 our ADSs to decline.

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Your rights as a shareholder in a German corporation may differ from your rights as a shareholder in a U.S. corporation.

We are organized as a stock corporation (Aktiengesellschaft) under the laws of Germany, and by participating in this offering you will become a holder of ADSs with underlying shares in a German stock corporation. You should be aware that the rights of shareholders under German law differ in important respects from those of shareholders in a U.S. corporation. These differences include, in particular:

      Under German law, certain important resolutions, including, for example, capital decreases, measures under the German Transformation Act (Umwandlungsgesetz), such as mergers, conversions and spin-offs, the issuance of convertible bonds or bonds with warrants attached and the dissolution of the German stock corporation apart from insolvency and certain other proceedings, require the vote of a 75% majority of the capital present or represented at the relevant shareholders' meeting. Therefore, the holder or holders of a blocking minority of 25% or, depending on the attendance level at the shareholders' meeting, the holder or holders of a smaller percentage of the shares in a German stock corporation may be able to block any such votes, possibly to our detriment or the detriment of our other shareholders.

      As a general rule under German law, a shareholder has no direct recourse against the members of the management board or supervisory board of a German stock corporation in the event that it is alleged that they have breached their duty of loyalty or duty of care to the German stock corporation. Apart from insolvency or other special circumstances, only the German stock corporation itself has the right to claim damages from members of either board. A German stock corporation may waive or settle these damages claims only if at least three years have passed and the shareholders approve the waiver or settlement at the shareholders' meeting with a simple majority of the votes cast, provided that a minority holding, in the aggregate, 10% or more of the German stock corporation's share capital does not have its opposition formally noted in the minutes maintained by a German civil law notary.

For more information, we have provided summaries of relevant German corporation law and of our articles of association under "Management" and "Description of Share Capital."

Exchange rate fluctuations may reduce the amount of U.S. dollars you receive in respect of any dividends or other distributions we may pay in the future in connection with your ADSs.

Under German law, the determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our unconsolidated annual financial statements prepared under the German Commercial Code (Handelsgesetzbuch) in accordance with accounting principles generally accepted in Germany. Exchange rate fluctuations may affect the amount in U.S. dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay in euro, if any. Such fluctuations could adversely affect the value of our ADSs and, in turn, the U.S. dollar proceeds that holders receive from the sale of our ADSs.

We have broad discretion to determine how to use the funds raised in this offering and may use them in ways that may not enhance our operating results or the price of the ADSs.

Our management will have broad discretion over the use of proceeds from this offering, and we could spend the proceeds from this offering in ways the holders of our ADSs may not agree with or that do not yield a favorable return, if any. We intend to use the net proceeds of this offering for the following

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purposes: (i) research and development initiatives, sales and marketing initiatives, potential further expansion of our on-demand parts service center in Europe and the establishment of new on-demand parts service centers in North America and Asia; and (ii) general corporate purposes, including without limitation, potential acquisitions. However, our use of these proceeds may differ substantially from our current plans. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. If we do not invest or apply the proceeds of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause the price of our ADSs to decline.

In the event we are or become treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, U.S. holders of our ADSs could be subject to adverse U.S. federal income tax consequences.

In the event we were treated as a PFIC, U.S. holders (as defined in "Taxation — U.S. Taxation of ADSs") of our ADSs could be subject to adverse U.S. federal income tax consequences. These consequences include the following: (i) if our ADSs are "marketable stock" for purposes of the PFIC rules and a U.S. holder makes a mark-to-market election with respect to its ADSs, the U.S. holder will be required to include annually in its U.S. federal taxable income an amount reflecting any year-end increase in the value of its ADSs, (ii) if a U.S. holder does not make a mark-to-market election, it may incur significant additional U.S. federal income taxes on income resulting from distributions on, or any gain from the disposition of, our ADSs, as such income generally would be allocated over the U.S. holder's holding period for its ADSs and subject to tax at the highest rates of U.S. federal income taxation in effect for such years, with an interest charge then imposed on the resulting taxes in respect of such income, and (iii) dividends paid by us would not be eligible for reduced individual rates of U.S. federal income tax. In addition, U.S. holders that own an interest in a PFIC are required to file additional U.S. federal tax information returns.

A U.S. holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund, or a QEF. However, in the event that we are or become a PFIC, we do not intend to comply with the reporting requirements necessary to permit U.S. holders to elect to treat us as a QEF. See "Taxation — Additional United States Federal Income Tax Consequences — PFIC Rules."

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements concerning our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements that are not of historical facts may be deemed to be forward-looking statements. You can identify these forward-looking statements by words such as "believes," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "will," "should," "aims," or other similar expressions that convey uncertainty of future events or outcomes. Forward-looking statements appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs, assumptions, projections, outlook, analyses or current expectations concerning, among other things, our intellectual property position, results of operations, cash needs, spending of the proceeds from this offering, financial condition, liquidity, prospects, growth and strategies, the industry in which we operate and the trends that may affect the industry or us.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry change, and depend on economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. All of our forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from our expectations.

Actual results could differ materially from our forward-looking statements due to a number of factors, including, without limitation, risks related to:

      our ability to introduce new 3D printers and related print materials acceptable to the market and to improve the technology and print materials used in our current 3D printers;

      fluctuations in our revenues and operating results;

      the long sales cycle for our products, which makes the timing of our revenues difficult to predict;

      our ability to adequately increase demand for our products;

      our ability to significantly increase the number of materials for use in our 3D printers fast enough to meet our business plan;

      our dependence upon sales to certain industries;

      our relationships with suppliers, especially with limited source suppliers of components of and consumables for our products;

      our ability to manage the expansion of our operations effectively in order to achieve our projected levels of growth;

      our ability to attract and retain key management or other key employees;

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      our ability to raise additional capital on attractive terms, or at all, if needed to meet our growth strategy;

      our ability to obtain patent protection for our products or otherwise protect our intellectual property rights;

      our ability to protect our trade secrets and intellectual property; and

      the other factors listed in the "Risk Factors" section of this prospectus and elsewhere in this prospectus.

Any forward-looking statements that we make in this prospectus speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this prospectus. See "Where You Can Find More Information."

You should also read carefully the factors described in the "Risk Factors" section of this prospectus and elsewhere to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all.

This prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties, some of which may not be publicly available. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty. We caution you not to give undue weight to such projections, assumptions and estimates. While we believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in them.

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EXCHANGE RATES

Fluctuations in the exchange rate between the euro and the U.S. dollar will affect the U.S. dollar amounts received by owners of our ADSs on conversion of dividends, if any, paid in euro on the ordinary shares and will affect the U.S. dollar price of our ADSs on the New York Stock Exchange. The table below shows the period end, average, high and low exchange rates of U.S. dollars per euro for the periods shown. Average rates are computed by using the noon buying rate of the Federal Reserve Bank of New York for the euro on the last business day of each month during the relevant year indicated or each business day during the relevant month indicated. The rates set forth below are provided solely for your convenience and may differ from the actual rates used in the preparation of our financial statements included in this prospectus and other financial data appearing in this prospectus.

Year Ended December 31,
  High   Low   Average   Year end  

2010

    1.4536     1.1959     1.3261     1.3269  

2011

    1.4875     1.2926     1.4002     1.2973  

2012

    1.3463     1.2062     1.2909     1.3186  

2013

    1.3816     1.2774     1.3303     1.3779  


Month Ended
  High   Low   Average   Month end  

September 2013

    1.3537     1.3120     1.3364     1.3535  

October 2013

    1.3810     1.3490     1.3646     1.3594  

November 2013

    1.3606     1.3357     1.3491     1.3606  

December 2013

    1.3816     1.3552     1.3708     1.3779  

January 2014

    1.3682     1.3500     1.3618     1.3500  

February 2014

    1.3806     1.3507     1.3665     1.3806  

March 2014 (through March 21, 2014)

    1.3927     1.3731     1.3851     1.3783  

The noon buying rate of the Federal Reserve Bank of New York for the euro on March 21, 2014 was €1.00 = $1.3783.

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MARKET PRICE FOR OUR AMERICAN DEPOSITARY SHARES

Our ADSs, each representing one-fifth of an ordinary share, have been listed on the New York Stock Exchange since October 18, 2013. Our ADSs are listed for trading on the New York Stock Exchange under the symbol "VJET."

The following table sets forth for the periods indicated the reported high and low sale prices of our ADSs on the New York Stock Exchange.

 
  High   Low  

October 2013 (from October 18, 2013)

  $ 39.75   $ 19.30  

November 2013

  $ 70.00   $ 32.26  

December 2013

  $ 43.85   $ 34.10  

January 2014

  $ 47.98   $ 33.86  

February 2014

  $ 37.75   $ 29.28  

March 2014 (through March 26, 2014)

  $ 37.49   $ 25.00  

On March 26, 2014, the last reported sale price of our ADSs on the New York Stock Exchange was $25.21 per ADS.

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $          million, assuming a public offering price of $         per ADS (the closing trading price of our ADSs on the New York Stock Exchange on             , 2014).

The selling shareholders will receive approximately $          million in net proceeds from their sale of           ADSs in this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by the selling shareholders, which will be approximately $             , assuming a public offering price of $         per share (the closing trading price of our ADSs on the New York Stock Exchange on                           , 2014). If the underwriters' over-allotment option is exercised in full, we estimate the selling shareholders will receive net proceeds of approximately $          million. We will not receive any proceeds from the sale of ADSs by the selling shareholders. See "Principal and Selling Shareholders" and "Underwriting."

We intend to use the net proceeds of this offering for the following purposes:

      approximately $          million for (a) research and development initiatives, (b) sales and marketing initiatives, (c) potential further expansion of our on-demand parts service center in Europe and (d) the establishment of new on-demand parts service centers in North America and Asia; and

      the remainder for general corporate purposes, including without limitation, potential acquisitions.

The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds. With respect to our intent to use the proceeds of this offering for potential acquisitions, at this time we have no agreements, arrangements or understandings in place with respect to any potential acquisitions and have not specifically identified any potential acquisition targets. The occurrence of unforeseen events or changed market and business conditions could result in the application of the net proceeds of this offering in a manner other than as described above. Pending our use of the net proceeds as described above, we may invest the net proceeds in short-term bank deposits or invest them in interest-bearing, investment-grade securities.

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DIVIDEND POLICY

Neither we nor our legal predecessor, Voxeljet Technology GmbH, have ever declared or paid any cash dividends on our ordinary shares, and we have no present intention of declaring or paying any dividends in the foreseeable future. Any recommendation by our management and supervisory boards to pay dividends, subject to compliance with applicable law and any contractual provisions that restrict or limit our ability to pay dividends, including under agreements for indebtedness that we may incur, will depend on many factors, including our financial condition, results of operations, legal requirements, capital requirements, business prospects and other factors that our management and supervisory boards deem relevant.

All of the shares represented by the ADSs offered by this prospectus will have the same dividend rights as all of our other outstanding shares. Any distribution of dividends proposed by our management and supervisory boards requires the approval of our shareholders at a shareholders' meeting. See "Description of Share Capital," which explains in more detail the procedures we must follow and the German law provisions that determine whether we are entitled to declare a dividend.

For information regarding the German withholding tax applicable to dividends and related United States refund procedures, see "Taxation — German Taxation of ADSs."

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2013:

      on an actual basis; and

      on a pro forma basis to reflect the sale by us of             ADSs in this offering at an assumed public offering price of $         per ADS (the closing trading price of our ADSs on the New York Stock Exchange on                           , 2014), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 
  As of December 31, 2013  
 
  Actual   Pro Forma  
 
  $(1)
 
  $(1)
 
 
 
  (in thousands)
 

Bank overdrafts and lines of credit

  $ 1,044   758   $                            

Long-term debt

    2,076     1,507              

Finance lease obligations

    4,850     3,520              

Shareholders' equity:

                         

Subscribed capital

    4,299     3,120              

Capital reserves

    63,436     46,038              

Accumulated deficit

    5,151     (3,758 )            
                   

Total shareholders' equity

    62,557     45,400              
                   

Total capitalization

  $ 70,528   51,185   $                            
                   
                   

(1)
Amounts in this column are not audited and have been converted from euros into U.S. dollars solely for the convenience of the reader at an exchange rate of $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."

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DILUTION

If you invest in our ADSs in this offering, your interest will be diluted immediately to the extent of the difference between the assumed public offering price per ADS and the pro forma net tangible book value per ADS after this offering. Dilution results from the fact that the assumed public offering price per ADSs is substantially in excess of the net tangible book value per ADS attributable to our existing shareholders for our ordinary shares that will be outstanding immediately prior to the closing of this offering. We calculate net tangible book value per ordinary share by dividing the net tangible book value (total assets less intangible assets and total liabilities) by the number of outstanding ordinary shares. For purposes of illustration, the following discussion assumes that all of our outstanding shares both before and after this offering are in the form of ADSs, each representing one-fifth of an ordinary share. Dilution is determined by subtracting net tangible book value per ADS from the assumed public offering price per ADS.

Our net tangible book value as of December 31, 2013 was approximately $              million, or $             per ADS. After giving effect to the sale by us of our ADSs in this offering at an assumed public offering price of $             per ADS (the closing trading price of our ADSs on the New York Stock Exchange on                  , 2014), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of December 31, 2013 would have been approximately $              million, or $             per ADS. This amount represents an immediate increase in our pro forma net tangible book value of $             per ADS to our existing shareholders and an immediate dilution of $             per ADS to new investors purchasing our ADSs in this offering at the public offering price.

The following table illustrates this dilution per ADS:

 
   
  Per ADS
(in $)
 

Assumed public offering price

        $            
             

Net tangible book value before the change attributable to investors purchasing ADSs in this offering

  $                

Increase in net tangible book value attributable to investors purchasing ADSs in this offering

             
             

Pro forma net tangible book value after giving effect to this offering

             
             

Dilution to new investors

              $            
             
             

The following table summarizes on a pro forma basis, as of December 31, 2013, the differences between the shareholders as of December 31, 2013 and the new investors with respect to the number of ordinary shares purchased from us and the selling shareholders, the total consideration paid and the average price per ordinary share paid by existing shareholders and by investors participating in this

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offering at an assumed public offering price of $             per ADS, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us:

 
  Ordinary Shares
Purchased
  Total
Consideration
   
   
 
 
  Average Price
per
Ordinary Share
  Average
Price per
ADS
 
 
  Number   Percent   Amount   Percent  
 
   
   
  (in $)
   
  (in $)
  (in $)
 

Existing shareholders

                            % $                         % $             $            

New investors

                            % $                         % $             $            
                           

Total

                            % $                         % $             $            
                           
                           

If the underwriters exercise their option to purchase additional ADSs in full, our existing shareholders would own                  ADSs or,          %, in the aggregate, and our new investors would own                  ADSs or,         %, in the aggregate, of the total number of ADSs outstanding after this offering.

To the extent that we grant options or other equity awards to our employees or members of our management or supervisory boards in the future, and those options or other equity awards are exercised or become vested or other issuances of our ordinary shares are made, there will be further dilution to new investors.

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SELECTED FINANCIAL AND OPERATING DATA

We present below our selected historical financial and operating data as of and for each of the years in the four-year period ended December 31, 2013. The financial data as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 have been derived from our audited financial statements and the related notes, which are included elsewhere in this prospectus and which have been prepared in accordance with IFRS as issued by the IASB and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States). The financial data as of December 31, 2011 and 2010 and for the year ended December 31, 2010 have been derived from our audited financial statements and the related notes, which are not included in this prospectus and which have been prepared in accordance with IFRS as issued by the IASB and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Our historical results are not necessarily indicative of the financial results to be expected in any future periods. You should read this information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Capitalization," and our financial statements and related notes, each included elsewhere in this prospectus.

Statement of Comprehensive
    Income (Loss) Data:

  Year Ended December 31,  
 
  2013   2013   2012   2011   2010  
 
  ($ in thousands, except
share and per share data)(1)

  (€ in thousands, except share and per share data)
 

Revenues

  $ 16,105   11,688   8,711   7,257   4,764  

Cost of sales

    9,707     7,045     4,957     4,337     2,660  
                       

Gross profit

    6,398     4,643     3,754     2,920     2,104  

Selling expenses

    3,638     2,640     1,510     1,160     1,028  

Administrative expenses

    2,309     1,676     758     670     606  

Research and development expenses

    3,653     2,651     1,573     1,313     1,073  

Other operating expenses

    803     583     62     140     81  

Other operating (income)

    (1,232 )   (894 )   (822 )   (831 )   (762 )
                       

Operating profit (loss)

    (2,774 )   (2,013 )   673     468     78  

Finance expense

    524     380     363     389     359  

Finance (income)

    (51 )   (37 )   (18 )   (5 )   (8 )
                       

Financial result

    473     343     345     384     351  
                       

Profit (loss) before income taxes

    (3,246 )   (2,356 )   328     84     (273 )

Income tax expenses (benefit)

    493     358     116     41     (65 )
                       

Profit (loss)

  $ (3,740 ) (2,714 ) 212   43   (208 )
                       
                       

Other comprehensive (income)

  $    —   (1 ) (4 ) (7 )
                       
                       

Total comprehensive income (loss)

  $ (3,740 ) (2,714 ) 213   47   (201 )
                       
                       

Earnings (loss) per share

  $ (1.67 ) (1.21 ) 0.11   0.02   (0.10 )

Weighted average number of ordinary shares outstanding, adjusted to reflect changes in capital

    2,252,000     2,252,000     2,000,000     2,000,000     2,000,000  

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Statement of Financial
    Position Data:

  As of December 31,  
 
  2013   2013   2012   2011   2010  
 
  ($ in thousands)(1)
  (€ in thousands)
 

Cash and cash equivalents

  $ 46,103   33,459   301   498   654  

Inventories

    5,017     3,641     2,806     2,011     864  

Total assets

    79,802     57,916     10,738     9,768     8,864  

Total liabilities

    17,246     12,516     9,520     8,763     7,906  

Shareholders' equity

    62,557     45,400     1,218     1,005     958  


Other Data:

  Year Ended December 31,  
 
  2013   2013   2012   2011   2010  
 
  ($ in thousands, except
3D printers sold)(1)

  (€ in thousands, except 3D printers sold)
 

EBITDA(2)

  $ (717 ) (520 ) 2,016   1,714   1,188  

Earnings (loss) per ADS(3)

  $ (0.33 ) (0.24 ) 0.02   0.00   (0.02 )

3D printers sold(4)

    9     9     6     3     1  

(1)
Amounts in this column are not audited and have been converted from euros to U.S. dollars solely for the convenience of the reader at an exchange rate of $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."

(2)
We define EBITDA (earnings before interest, taxes, depreciation and amortization) as profit (loss) plus income tax expenses (benefit), financial result and depreciation and amortization. Disclosure in this prospectus of EBITDA, which is a non-IFRS financial measure, is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, IFRS. EBITDA should not be considered as an alternative to profit (loss) or any other performance measure derived in accordance with IFRS. Our presentation of EBITDA should not be construed to imply that our future results will be unaffected by unusual or non-recurring items.

The following table reconciles profit (loss) to EBITDA for the periods presented:

 
  Year Ended December 31,  
 
  2013   2013   2012   2011   2010  
 
  ($ in thousands)(A)
  (€ in thousands)
 

Profit (loss)

  $ (3,740 ) (2,714 ) 212   43   (208 )

Income tax expenses (benefit)

    493     358     116     41     (65 )

Financial result

    473     343     345     384     351  

Depreciation

    2,057     1,493     1,343     1,246     1,110  
                       

EBITDA

  $ (717 ) (520 ) 2,016   1,714   1,188  
                       
                       

    (A)
    Amounts in this column are not audited and have been converted from euros to U.S. dollars solely for the convenience of the reader at an exchange rate of $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."
(3)
Each ADS represents one-fifth of an ordinary share.

(4)
Includes refurbished 3D printers but does not include test machines or 3D printers involved in sale and leaseback transactions.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled "Selected Financial and Operating Data" and our audited financial statements and the related notes thereto included elsewhere in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and opinions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences or cause our actual results or the timing of selected events to differ materially from those anticipated in these forward-looking statements include those set forth under "Risk Factors," "Special Note Regarding Forward Looking Statements" and elsewhere in this prospectus.

Overview

We are a leading provider of high-speed, large-format 3D printers and on-demand parts services to industrial and commercial customers. Our 3D printers employ a powder binding, additive manufacturing technology to produce parts using various material sets, which consist of particulate materials and proprietary chemical binding agents. We offer our customers the highest volumetric output rate in the industry due to the combination of our large build boxes and print speeds. We provide our 3D printers and on-demand parts services to industrial and commercial customers serving the automotive, aerospace, film and entertainment, art and architecture, engineering and consumer product end markets.

We currently offer six different 3D printer platforms, with build boxes that range from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000 millimeters and various print speeds, which produce volumetric output rates ranging from 0.7 liters per hour to 123.0 liters per hour. All of our platforms support our commercialized material sets, sand and plastics, along with their respective proprietary chemical binding agents. We develop our material sets according to the needs of our industrial and commercial customers, and we are currently in varying stages of developing new material sets, including shell molding and chromite sands, PMMA-based plastics, ceramics, silicon carbide, tungsten carbide, wood powder and cement.

We believe that our innovations in 3D printers will continue to increase customer adoption of our additive manufacturing technology in industrial and commercial applications.

On October 23, 2013, we completed our initial public offering of 7,475,000 American Depositary Shares ("ADSs") at a public offering price of $13.00 per ADS. The Company received net proceeds of approximately $64.5 million, or approximately €46.8 million, in the initial public offering.

Our business is divided into two segments: Systems and Services.

In our Systems segment, we focus on the development, production and sale of 3D printers. In addition, we sell refurbished 3D printers which were produced for and used in our Services segment. Before these 3D printers are sold, they are fully refurbished and a new printhead is installed. We also provide consumables, including particulate materials and proprietary chemical binding agents, maintenance contracts and spare parts to our customers.

Historically, to our project and development partners, we have sold and leased test machines, which are smaller printers with limited functionality designed to provide full flexibility to change parameters for the purpose of testing materials and processes. In 2012, we introduced the VX200, a fully functional 3D printer with similar flexibility for process optimization and materials development. As a result, we do not plan on selling test machines in the future.

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In our Services segment, we print on-demand custom parts for our customers. At our service center, which we believe is one of the largest additive manufacturing service centers in Europe, we create parts, molds, cores and models based on designs produced using 3D computer-aided design, or CAD, software.

We sold our first 3D printer in 2002 and commenced our on-demand parts services business in 2003. As of December 31, 2013, we had an installed base of 58 printers worldwide, which includes test machines and 3D printers installed at our customers' premises and in our service center in Europe. We currently operate one service center with approximately 16,000 square feet of production space.

Our revenues grew to €11.7 million in 2013 from €8.7 million in 2012, representing a 34.2% annual growth rate.

Our profit declined by €2.9 million to a net loss of €2.7 million in 2013 compared to a profit of €0.2 million in 2012 resulting from higher operating expenses in all areas of our operations. The Long Term Cash Incentive Plan, or LTCIP (as described in more detail below under "Certain Transactions — Long Term Cash Incentive Plan"), had a negative impact of €0.9 million on our profit. In addition, our other operating expenses include €0.6 million of costs related to the initial public offering. These costs related to our initial public offering were primarily for internal scoping and planning and external consulting services. Our operating expenses further increased due to higher headcount related to the pursuit of our growth strategy.

Seasonality

Historically, our results of operations have been subject to seasonal factors. Purchases of our 3D printers often follow a seasonal pattern owing to the capital budgeting cycles of our customers. Generally, 3D printer sales are higher in our second and fourth fiscal quarters than in our first and third fiscal quarters. Sales in our Services segment generally are not affected by seasonality. See "Risk Factors — Risks Related to Our Business and Industry — Our revenues and operating results may fluctuate."

Growth Strategy

Our business strategy focuses on (i) growing our Services segment in order to print more parts for our existing customers and gain new customers and (ii) using our knowledge and market position to increase sales of our 3D printers. Our growth strategy is also dependent in part on continuing our investment in research and development activities, which should enable us to meet the needs of our target customers through the development of new material sets and 3D printers with bigger build boxes and faster print speeds.

We intend to develop our customer base internationally, so that our revenues are not dependent on sales to any one region. We also seek to grow both our Systems and Services segments so that we are not overly reliant on either segment. We believe that this strategy will help to offset some of the variability in the Systems segment, which can be more susceptible to macroeconomic trends.

Outlook

We believe that interest in additive manufacturing is increasing as a result of increased commercialization of 3D printers and recent media attention worldwide. We occupy a defined space in the additive manufacturing market because of the size of our machines and their ability to print industrial products from qualified industrial materials. While our 3D printers may differ from those of many other additive manufacturing companies, we expect an increase in additive manufacturing to generally have a positive effect on the public's awareness of our industry.

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Furthermore, we believe that additive manufacturing provides several advantages over traditional design and manufacturing processes, including:

      Elimination of Design Constraints

      Reduced Cost of Complexity

      Mass Customization

      Reduced Time to Market

      Cost Effective Short Run Production

There are a number of available additive manufacturing technologies, including powder binding, inkjet, fused deposition modeling, stereolithography and selective laser sintering. These technologies differ on the basis of accuracy, surface quality, variety and properties of consumables, capacity, speed, color variety, transparency and the ability to print multiple materials, among other factors. Our 3D printers employ a powder binding technology to produce parts using various material sets. Powder binding is a process in which layers of powder are bonded by a liquid agent that is deposited through a printhead. We believe this process has the fastest build speeds and the lowest materials cost relative to other additive manufacturing technologies.

We believe that our planned investments in additional capacity in Europe and new service centers in North America and Asia should position us to generate higher growth in our Services segment in the future.

Key Measures of Our Business

We use several financial and operating metrics to measure our business. We use these metrics to assess the progress of our business, make decisions on where to allocate capital, time and technology investments, and assess the longer-term performance of our marketplace. The key metrics are as follows:

Revenues

Our revenues are generated primarily by sales of our 3D printers, consumables and custom 3D printed parts produced at our service center. We operate in two segments: Systems and Services. The Systems segment derives its revenues from the sale of 3D printers and products and services related to our 3D printers, including consumables, which include particulate materials and proprietary chemical binding agents, maintenance contracts and spare parts. Systems revenue also includes revenue associated with the leasing of 3D printers to customers; however, revenue related to the leasing of 3D printers is not material. The Services segment derives its revenues from the on-demand printing of parts at our service center.

Our revenues are influenced by:

      global macroeconomic conditions;

      the adoption rate of our 3D printers and material sets;

      our ability to develop new products and technologies that address the increasingly sophisticated and varied needs of prospective end-users, particularly with respect to the physical properties of print materials and other consumables;

      the capital expenditure budgets of our potential customers;

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      the amount of design and manufacturing activity; and

      the adoption of additive manufacturing technology in various industries.

Sales of our 3D printers, particularly our higher-priced systems, typically involve long sales cycles, are subject to seasonality and can be difficult to forecast. Because each of our printers can represent a significant amount of revenue, a delay in a purchasing decision, our production schedule or the shipment of a printer can have a material impact on our periodic reporting of revenues.

In addition, the lack of available production capacity at our service center can influence the revenue we generate in our Services segment in a given period.

In the course of our routine activities, we sell to customers 3D printers that we have operated in our service center. Before these 3D printers are sold, they are generally fully refurbished, a process which includes the installation of a new printhead. On average, these refurbished printers have been operating within the service center for 1.5 to 2.5 years prior to their sale. The proceeds from the sale of such refurbished 3D printers are recognized as Systems revenue.

Gross Profit

Our gross profit (measured as the difference between our revenues and our costs of sales) and gross profit margin for our Systems and Services segments are mainly influenced by materials, labor and energy costs. In particular, the gross profit margins in our Systems segment on sales of our 3D printers also depend on the type and status of the sold products. Our Systems segment sometimes sells refurbished printers manufactured by us and previously set up in our service center. The gross profit is lower on refurbished printers, and the number of refurbished printers sold in a period affects the gross profit margin of our Systems segment. In addition, our gross profit is affected by the LTCIP. In the financial year ended December 31, 2013, the LTCIP has increased the personnel expenses component in our cost of sales, which had a negative impact on our gross profit.

Critical Accounting Policies and Significant Estimates

The following paragraphs discuss the items that we believe are the critical accounting policies most affected by significant management estimates and judgments. Management has discussed and periodically reviews these critical accounting policies, the basis for their underlying assumptions and estimates and the nature of our related disclosures herein.

Revenue Recognition

We sell 3D printers that we manufacture, either in new condition or after having been used in our service center. We recognize revenue from these sales upon the transfer of risks and rewards of ownership to the buyer, which is upon completion of the installation of the 3D printer at the customer site, as evidenced by the customer's final acceptance. Revenue from the sale of custom-ordered printed products, consumables, spare parts and other machine parts is recognized upon transfer of title, generally upon shipment. Revenue for all deliverables in sales arrangements is recognized to the extent that it is probable that the economic benefit arising from the ordinary activities of the business will flow to us, provided that the amount of revenue and the costs incurred or to be incurred in respect of the sale can be measured reliably. We measure revenue at the fair value of the consideration received or receivable, which is fixed at the time of recognition of revenue. In instances where we receive revenues but the revenue recognition criteria are not met yet, amounts are recorded as deferred revenue and included in other liabilities and provisions in the accompanying statement of financial position.

We provide our customers with a standard one year warranty agreement on all 3D printers we sell. The warranty is not treated as a separate service because the warranty is an integral part of the sale of the 3D printer.

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After the initial one-year warranty period, we offer customers optional maintenance contracts. Maintenance contracts have a term of 12 months and automatically renew for another 12 months, if not previously cancelled. Deferred maintenance service revenue is recognized on a straight-line basis as the costs of providing services incurred under the contracts generally do not vary significantly throughout the year.

Shipping and handling costs billed to customers for 3D printer sales and sales of printed products and consumables are included in revenues in the statement of comprehensive income (loss). Costs incurred by us associated with shipping and handling are included in cost of sales in the statement of comprehensive income (loss).

Our terms of sale generally require payment within 30 to 60 days after shipment of a product, although we recognize that longer payment periods are customary in some countries in which we do business. To reduce credit risk in connection with 3D printer sales, we may, depending on the individual circumstances, require significant deposits prior to shipment. In some circumstances, we may require payment in full for our products prior to shipment and we may also require international customers to furnish letters of credit. These deposits are reported as customer deposits included in other liabilities and provisions in the accompanying statement of financial position. Services under maintenance contracts are billed to customers in advance on a monthly, quarterly, or annual basis, depending on the contract.

On four occasions in the past, we have provided loans to customers to cover the purchase price of a 3D printer. The criteria to recognize revenue from the sale of these 3D printers as stated in IAS 18 are fulfilled, so we can recognize all revenue from the sale of these printers upon delivery. Generally, revenue from the sale of a 3D printer is recognized when all the following conditions have been satisfied:

(a)
We have transferred to the buyer the significant risks and rewards of ownership of the goods;

(b)
We retain neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

(c)
The amount of revenue can be measured reliably;

(d)
It is probable that the economic benefits associated with the transaction will flow to us; and

(e)
The costs incurred or to be incurred in respect of the transaction can be measured reliably.

As it relates to situations where we have provided loans to purchasers of our 3D printers, all of these conditions are fulfilled, as the risks and rewards were transferred with the legal title and the passing of possession for revenue recognition to our customers and we have established a process to assess the credit of each customer and confirm the customer's creditworthiness beforehand. We do not ordinarily offer loans to current or prospective customers to cover the purchase of 3D printers.

Sale and Leaseback Transactions

Finance leases consist primarily of borrowings associated with sale and leaseback transactions of involving printers that we manufactured and use in our Services segment. Additionally, we are a party to finance lease agreements for 3D printers manufactured by others and used in our service center. Our leased assets are recognized at the lower of fair value or the present value of minimum lease payments and depreciated over the asset's estimated useful life. We include assets under finance leases in "Property, plant and equipment" in the statement of financial position. Gain on sale and leaseback transactions is recorded as deferred income in the statement of comprehensive income (loss) and recognized as "Other operating income" over the term of the lease contract.

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Allowance for Doubtful Accounts

In evaluating the collectability of our accounts receivable, we assess a number of factors, including a specific client's ability to meet its financial obligations to us, such as whether a customer has declared bankruptcy or not. Other factors assessed include the length of time the receivables are past due and historical collection experience. Based on these assessments, we record a reserve for specific customers based on their current economic situation. If circumstances related to specific customers change, or economic conditions deteriorate such that our past collection experience is no longer relevant, our estimate of the recoverability of our accounts receivable could be further reduced from the levels provided for in the financial statements.

We believe that our allowance for doubtful accounts is a critical accounting estimate because it is susceptible to change and dependent upon events that may or may not occur and because the impact of recognizing additional allowances for doubtful accounts may be material to the assets reported on our statement of financial position and in our statement of comprehensive income (loss).

Inventories

Our inventories are measured at the lower of acquisition cost, manufacturing cost or net realizable value, each as determined by the first-in, first-out (FIFO) method. Manufacturing costs are comprised of all costs that are directly attributable to the manufacturing process, such as direct materials and labor costs, and production-related overhead (based on normal operating capacity and normal consumption of materials, labor and other production costs), including depreciation charges. Net realizable value is the estimated selling price in the ordinary course of business less applicable variable selling expenses.

We evaluate the adequacy of our allowance for inventory on a yearly basis. Our determination of our inventory allowance is subject to change because it is based on management's current estimates of the allowance required and potential adjustments.

We believe that our allowance for inventory is a critical accounting estimate because it is susceptible to change and dependent upon events that may or may not occur and because the impact of recognizing an additional allowance may be material to the assets reported on our statement of financial position and in our statement of comprehensive income (loss).

Internal Control Over Financial Reporting

In connection with the audit of our financial statements as of and for the year ended December 31, 2013, we concluded there is a material weakness in internal control over financial reporting. Under standards established by the Public Company Accounting Oversight Board, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

Our management identified a material weakness in our control over financial reporting attributable to the combination of our lack of sufficient financial reporting and accounting personnel with appropriate training in IFRS as issued by the IASB, and SEC rules and regulations with respect to financial reporting. As such, our controls over financial reporting were not designed or operating effectively, and as a result there were adjustments required in connection with closing our books and records and preparing our 2013 financial statements. These control deficiencies resulted in more than a remote likelihood that a material misstatement of our annual and interim financial statements would not be prevented or detected during our ordinary close process.

In an effort to remediate our material weakness, we intend to hire additional finance and accounting personnel with appropriate training, build our financial management and reporting infrastructure, and

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further develop and document our accounting policies and financial reporting procedures. The actions that we are taking are subject to ongoing management board review, as well as audit committee oversight.

Other Financial Information

We believe EBITDA (earnings before interest, taxes, depreciation and amortization) is meaningful to our investors to enhance their understanding of our financial performance. Although EBITDA is not necessarily a measure of our ability to fund our cash needs, we understand that it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report EBITDA. Our calculation of EBITDA may not be comparable to similarly titled measures reported by other companies.

We define EBITDA as profit (loss) plus income tax expenses (benefit), financial result and depreciation and amortization. Disclosure in this prospectus of EBITDA, which is a non-IFRS financial measure, is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, IFRS. EBITDA should not be considered as an alternative to profit (loss) or any other performance measure derived in accordance with IFRS. Our presentation of EBITDA should not be construed to imply that our future results will be unaffected by unusual or non-recurring items.

Reconciliation of EBITDA to Profit (Loss)

 
  Year Ended December 31,  
 
  2013   2012   2011   2010  
 
  (€ in thousands)
 

Profit (loss)

  (2,714 ) 212   43   (208 )

Income taxes

    358     116     41     (65 )

Financial result

    343     345     384     351  

Depreciation and Amortization

    1,493     1,343     1,246     1,110  
                   

EBITDA

  (520 ) 2,016   1,714   1,188  
                   
                   

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Statement of Comprehensive Income (Loss)

Year Ended December 31, 2013 compared to Year Ended December 31, 2012

The following table sets forth certain statements of comprehensive income (loss) data both on an actual basis and as a percentage of revenues for the periods indicated:

 
  Year Ended December 31,    
 
 
  2013   2012    
 
 
  Amount   Percentage
of revenues
  Amount   Percentage
of revenues
  Period-over-
period change
 
 
  (€ in thousands)
   
  (€ in thousands)
   
  (€ in thousands)
 

Revenues

  11,688     100 % 8,711     100 % 2,977  

Cost of sales

    7,045     60.3     4,957     56.9     2,088  
                             

Gross profit

    4,643     39.7     3,754     43.1     889  

Selling expenses

    2,640     22.6     1,510     17.3     1,130  

Administrative expenses

    1,676     14.3     758     7.6     918  

Research and development expenses

    2,651     22.7     1,573     18.1     1,078  

Other operating expenses

    583     4.9     62     0.7     521  

Other operating (income)

    (894 )   7.7     (822 )   9.4     (72 )
                             

Operating profit (loss)

    (2,013 )   17.2     673     7.7     (2,686 )

Finance expense

    380     3.3     363     4.2     17  

Finance (income)

    (37 )   0.3     (18 )   0.2     (19 )
                             

Financial result

    343     2.9     345     4.0     (2 )
                             

Net profit (loss) before income taxes

    (2,356 )   20.2     328     3.8     (2,684 )

Income taxes

    (358 )   3.1     (116 )   1.3     (242 )
                             

Profit (loss)

  (2,714 )   23.2 % 212     2.4 % (2,926 )
                             
                             

Summary

Our revenues increased by €3.0 million, or 34.2%, to €11.7 million in 2013 from €8.7 million in 2012. Revenues for 2013 increased primarily due to an increase in the number of 3D printers sold. In 2013 we sold nine 3D printers compared to six 3D printers sold in 2012. Revenues from the printing of on-demand parts for our customers increased slightly, but were limited by current capacity constraints in our service center. We recently expanded our service center and expect that these capacity constraints will be alleviated as a result of this expansion.

At December 31, 2013, our backlog, which consists of 3D printers for which a customer has signed a purchase contract, but which we have not shipped or installed yet, was approximately €2.3 million. As production and delivery of our printers is generally not characterized by long lead times, backlog is more dependent on the timing of customers' requested deliveries.

Our gross profit for 2013 increased by €0.9 million, or 23.7%, to €4.6 million from €3.8 million in 2012. Our higher gross profit for 2013 resulted primarily from increased sales of 3D printers in 2013 and the product mix in our Systems segment. Our gross profit margin decreased from 43.1% in 2012

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to 39.7% in 2013. This decrease resulted from increased cost of sales caused primarily by higher personnel expenses in connection with the LTCIP.

Our operating profit declined by €2.7 million to a loss of €2.0 million in 2013 from a profit of €0.7 million in 2012. This is due to a higher level of operating expenses in connection with our preparations to become a public company and with the buildup of personnel resources to pursue our growth strategy. In addition to increasing headcount in all departments, we implemented the LTCIP in October 2013, which resulted in costs of €0.9 million in 2013. Additionally, other operating expenses include €0.6 million of costs incurred primarily for internal scoping and planning and external consulting services related to our initial public offering.

Revenues by Segment

The table below sets forth the change in revenues by segment from 2012 to 2013:

 
  Year Ended
December 31,
   
 
 
  Period-over-
period change
 
 
  2013   2012  
 
  (€ in thousands)
 

Systems

  6,343   3,464   2,879  
               

Services

    5,345     5,247     98  
               

Total Revenue

  11,688   8,711   2,977  
               
               

Revenues from the Systems segment for 2013 were €6.3 million, up 83.1% over 2012. The total number of units sold rose 50.0% to nine in 2013 in comparison to six in 2012 (excluding four test machines sold in 2012). Test machines are smaller printers with limited functionality that are used to test materials and tend to be sold at lower prices compared to our full function 3D printers. We do not intend to sell test machines in future periods.

On average, the 3D printers sold in 2013 were on average larger systems (i.e., VX800 and VX1000) than in prior years, which also contributed to higher revenue as the larger systems are generally sold at higher prices. Revenue depends not only on the number of units sold, but also on the composition of the units sold, with new, larger, higher-performance printers generating higher revenue per unit.

Revenues from the Services segment for 2013 were €5.3 million, which represents an increase of €0.1 million over revenues of €5.2 million in 2012. Our ability to grow Services revenues in 2013 was constrained by the continued high capacity utilization of our service center. To remain flexible and grow Services revenues in the future, we purchased additional land and buildings, including a new production hall that will be used by our Services segment, adjacent to our service center in Germany that will allow us to increase production capacity at this service center. In addition, as part of our growth strategy, in March 2014, we leased a new facility near Detroit, Michigan that will house our North American operations, which we anticipate will begin operations in the third quarter of 2014. We also intend to commence operations in our Services segment in Asia in 2015.

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Revenues by Geographic Region

The table below sets forth the change in revenues by geographic region from 2012 to 2013:

 
  Year Ended
December 31, 2013
  Year Ended
December 31, 2012
 
 
  Revenues   Percentage   Revenues   Percentage  
 
  (€ in thousands)
   
  (€ in thousands)
   
 

EMEA

  11,286     96.6 % 7,404     85.0 %

Asia Pacific

    142     1.2     958     11.0  

Americas

    260     2.2     349     4.0  
                   

Total

  11,688     100.0 % 8,711     100.0 %
                   
                   

We generated most of our revenues in Europe, the Middle East and Africa, or the EMEA region, in both 2013 and 2012. Overall, EMEA region revenues increased but were limited due to capacity restrictions at our European service center. Revenues in the Asia Pacific region declined as we did not sell any 3D printers in that region in 2013 after selling two 3D printers in 2012. Revenues in the Americas region decreased slightly from 2012 to 2013.

Gross Profit and Gross Profit Margin

Total gross profit for 2013 increased by €0.9 million, or 23.7%, reflecting higher sales in our Systems segment in 2013 compared to 2012. Our gross profit margin decreased by 3.4 percentage points from 2012 to 2013 as a result of increased cost of sales due to higher personnel expenses related to the LTCIP. These LTCIP-related expenses amounted to €0.3 million in total, €0.2 million within the Systems segment and €0.2 million within the Services segment.

The table below sets forth gross profit and gross profit margin for our Systems and Services segments:

 
  Year ended December 31,    
 
 
  2013   2012    
 
 
  Amount   Gross margin
as percentage
of relevant
segment revenue
  Amount   Gross margin
as percentage
of relevant
segment revenue
  Period-over-
period change
 
 
  (€ in thousands)
   
  (€ in thousands)
   
  (€ in thousands)
 

Systems

  2,505     39.5 % 1,399     40.4 % 1.106  

Services

    2,138     40.0     2,355     44.9     (217 )
                           

Total

  4,643     39.7 % 3,754     43.1 % 889  
                           
                           

Gross profit for our Systems segment increased to €2.5 million in 2013 from €1.4 million in 2012, while the gross profit margin of our Systems segment decreased by 0.9 percentage points to 39.5% in 2013 from 40.4% in 2012. This decrease in gross profit margin resulted primarily from higher cost of sales because of increased personnel expenses related to the LTCIP and increased headcount related to the pursuit of our growth strategy.

Gross profit for our Services segment decreased slightly by €0.2 million from 2012 to 2013, with the gross profit margin decreasing 4.9 percentage points from 44.9% in 2012 to 40.0% in 2013. Although Services revenues were largely unchanged, gross profit margin in this segment decreased due to higher personnel expenses related to the LTCIP.

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Operating Expenses

As shown in the table below, total operating expenses increased by €3.6 million to €6.7 million in 2013 from €3.1 million in 2012, and increased to 56.9% of revenues compared to 35.4% in 2012. This increase affected all areas of our operations.

 
  Year Ended December 31,    
 
 
  2013   2012    
 
 
  Amount   Percentage
of revenues
  Amount   Percentage
of revenues
  Period-over-
period change
 
 
  (€ in thousands)
   
  (€ in thousands)
   
  (€ in thousands)
 

Operating expenses

                               

Selling expenses

  2,640     22.6 % 1,510     17.3 % 1,130  

Administrative expenses

    1,676     14.3     758     8.7     918  

Research and development expenses

    2,651     22.7     1,573     18.1     1,078  

Other operating expenses

    583     4.9     62     0.7     521  

Other operating (income)

    (894 )   7.6     (822 )   9.4     (72 )
                       

Total

  6,656     56.9 % 3,081     35.4 % 3,575  
                       
                       

The increase in selling expenses in 2013 was primarily related to increased headcount needed to support the growth of our business. Furthermore, we experienced higher costs related to our sales agents and attended more global exhibitions, which increased travel expenses significantly. As a result, our selling expenses increased at a faster rate than our revenues.

As our business grew in 2013, we continued to invest in research and development. Our research and development expenses amounted to 22.7% of our revenues in 2013, reflecting a 68.5% increase in our research and development expenses compared to 2012. Research and development is a key element of our strategy to develop new material sets and enhancements to our 3D printers.

Our operating expenses are also affected by the LTCIP. These LTCIP-related expenses amounted to €0.9 million, which increased personnel expenses included in selling expenses by €0.2 million, research and development expenses by €0.3 million, administrative expenses by €0.1 million and cost of sales by €0.3 million. Our other operating expenses consist primarily of costs of €0.6 million related to our initial public offering.

Operating Profit (Loss)

Operating profit (loss) and operating profit (loss) as a percentage of total revenues in 2013 and 2012 were as follows:

 
  Year ended December 31,    
 
 
  2013   2012    
 
 
  (€ in
thousands)
  Percentage
of revenues
  (€ in
thousands)
  Percentage
of revenues
  Period-over-
period change
 

Operating profit (loss)

  (2,013 )   17.2 % 673     7.7 % (2,686 )

We had an operating loss of €2.0 million in 2013, a decrease of €2.7 million compared to an operating profit of €0.7 million in 2012. This decrease resulted primarily from higher headcount related to the

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pursuit of our growth strategy, the LTCIP, which had a negative impact of €0.9 million, and a €0.6 million increase in our operating expenses as a result of costs incurred primarily for internal scoping and planning and external consulting services related to our initial public offering.

We expect our profitability to improve in the coming years as we continue to achieve economies of scale and can further leverage our fixed expenses. The first step towards realizing this goal was achieved through the purchase of the land and buildings comprising our headquarters in Germany at the end of 2013, which will reduce our rental expenses going forward. The positive effect on our operating profit resulting from the decrease in rental expenses will be partially offset by the depreciation that will accumulate on the buildings.

Financial Result

Financial result was a €0.3 million expense in both 2013 and 2012.

Provision for Income Taxes

Income tax expense for 2013 was €0.4 million compared to €0.1 million in 2012. We do not recognize deferred tax assets for loss carry-forwards as of December 31, 2013, which results in income tax expense on a loss before taxes.

Taxation of the Company in Germany

German stock corporations are subject to a Corporation Tax of 15%. A 5.5% solidarity surcharge is imposed on the Corporation Tax, resulting in an overall tax rate of 15.825%. In addition, German stock corporations are by virtue of their legal form subject to a municipal profit-related German Trade Tax. The Trade Tax is calculated on the basis of the taxable Corporation Tax income as shown in the annual statutory profit and loss accounts of the stock corporation which, however, is subject to certain particular Trade Tax add-backs and deductions. The effective Trade Tax rate applicable depends on the municipality in which the stock corporation maintains a permanent establishment and ranges between approximately 7% and 17%. The Corporation Tax and Trade Tax combined will result in an overall tax burden for German stock corporations of approximately 28% on average. The deduction for a taxable loss carry-forward for the fiscal year has a limit of €1 million; thereafter taxable income can only be offset by up to 60%. The loss carry-forward is reduced by the amount used and has an unlimited life. However, there are limitations on the use of loss carry-forwards upon a transfer of more than 25% of a stock corporation's shares or voting rights to a single purchaser, a related party or a group of purchasers within a specified time period, and existing loss carry-forwards are completely lost in the case of a transfer of more than 50% of a stock corporation's shares or voting rights to any of the aforementioned persons within a period of five years. However, these limitations do not apply to the amount of tax loss carry-forwards which do not exceed the existing excess of fair value over tax basis in the corporation at the time of transfer. Therefore, we do not anticipate that we will lose our carry-forwards as a result of the initial public offering or this offering.

Profit (Loss)

In 2013 we had a loss of approximately €2.7 million compared to a profit of €0.2 million in 2012. The €2.9 million decrease in profit resulted primarily from costs related to our initial public offering, increased research and development expenses, increased cost of sales resulting from the LTCIP and higher personnel expenses resulting from additional personnel employed in pursuit of our growth strategy.

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Year Ended December 31, 2012 compared to Year Ended December 31, 2011

The following table sets forth certain statements of comprehensive income (loss) data both on an actual basis and as a percentage of revenues for the periods indicated:

 
  Year Ended December 31,    
 
 
  2012   2011    
 
 
  Amount   Percentage
of revenues
  Amount   Percentage
of revenues
  Period-over-
period change
 
 
  (€ in thousands)
   
  (€ in thousands)
   
  (€ in thousands)
 

Revenues

  8,711     100.0 % 7,257     100.0 % 1,454  

Cost of sales

    4,957     56.9     4,337     59.8     620  
                             

Gross profit

    3,754     43.1     2,920     40.2     834  

Selling expenses

    1,510     17.3     1,160     16.0     350  

Administrative expenses

    758     8.7     670     9.2     88  

Research and development expenses

    1,573     18.1     1,313     18.1     260  

Other operating expenses

    62     0.7     140     1.9     (78 )

Other operating (income)

    (822 )   9.4     (831 )   11.5     (9 )
                             

Operating profit

    673     7.7     468     6.4     205  

Finance expense

    363     4.2     389     5.4     (26 )

Finance (income)

    (18 )   0.2     (5 )   0.1     13  
                             

Financial result

    345     4.0     384     5.3     (39 )
                             

Profit before income taxes

    328     3.8     84     1.2     244  

Income tax expenses

    116     1.3     41     0.6     75  
                             

Profit

  212     2.4 % 43     0.6 % 169  
                             
                             

Summary

Our revenues increased by €1.5 million, or 20%, to €8.7 million in 2012 from €7.3 million in 2011. Revenues for 2012 increased primarily due to an increase in the number of 3D printers sold. Revenues from the printing of on-demand parts for our customers increased slightly, limited by capacity constraints in our service center.

At December 31, 2012, our backlog, which consists of 3D printers for which a customer has signed a purchase contract, but which we have not shipped yet, was €3.7 million, compared to €1.7 million at December 31, 2011. As production and delivery of our printers is generally not characterized by long lead times, backlog is more dependent on the timing of customers' requested deliveries.

Our gross profit for 2012 increased by €0.8 million, or 28.6%, to € 3.8 million from €2.9 million in 2011. Our higher gross profit for 2012 arose primarily from increased sales of our 3D printers in 2012 and the product mix in the Systems segment. Our gross profit margin increased from 40.2% in 2011 to 43.1% in 2012.

Our operating profit grew to €0.7 million in 2012 from €0.5 million in 2011.

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Revenues by Segment

The table below sets forth the change in revenues by segment from 2011 to 2012:

 
  Year Ended December 31,    
 
 
  Period-over-
period change
 
 
  2012   2011  
 
  (€ in thousands)
 

Systems

  3,464   2,206   1,258  

Services

    5,247     5,051     196  
               

Total Revenues

  8,711   7,257   1,454  
               
               

Revenues from the Systems segment for 2012 were €3.5 million, up 57% from 2011. We sold 10 units in 2012 compared to five units in 2011.

Overall, we sold more new 3D printers in 2012 than in 2011. The 3D printers sold in 2012 were on average larger systems (i.e., VX500 and VX800) with improved performance and higher prices per unit than in the prior year, which contributed to higher revenue. However, in 2012 we also sold four test machines, which are smaller printers with limited functionality that are used to test materials, compared to two test machines in 2011. Test machines tend to be sold at lower prices compared to our full function 3D printers.

Revenues from the Services segment for 2012 were €5.2 million, which represents an increase of €0.2 million from €5.0 million in 2011. Our ability to grow Services revenue in 2012 was constrained by continued capacity limitations in our service center. To remain flexible and grow revenues in the future, we are in the process of increasing production capacity both by expanding our current facility and planning the opening of new facilities. Currently, our new fabrication building is being built at our premises in Germany.

Revenues by Geographic Region

The table below sets forth the change in revenues by geographic region from 2011 to 2012:

 
  Year Ended
December 31, 2012
  Year Ended
December 31, 2011
 
 
  Revenues   Percentage   Revenues   Percentage  
 
  (€ in thousands)
   
  (€ in thousands)
   
 

EMEA

  7,404     85.0 % 7,112     98.0 %

Asia Pacific

    958     11.0     73     1.1  

Americas

    349     4.0     72     0.9  
                   

Total

  8,711     100.0 % 7,257     100.0 %
                   
                   

We generated most of our revenues in our Europe, Middle East and Africa, or EMEA, region in both 2012 and 2011. Overall, EMEA region revenues were stable, due in part to capacity limitations in our European service center. Our strategy to expand our presence in North America and Asia resulted in increased revenues outside of the EMEA region in 2012. Specifically, revenues in the Asia Pacific region increased due to new Systems customers in South Korea, and revenues in the Americas region increased as a result of the sale of a system to a new customer.

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Gross Profit and Gross Profit Margin

Total gross profit for 2012 increased by €0.8 million, or 28.6% reflecting higher sales in our Systems segment in 2012 compared to 2011. Our gross profit margin increased by 2.9 percentage points from 2011 to 2012 as a result of increased revenues in our Systems segment providing additional scale over our fixed cost base. The gross profit in the Systems segment increased mainly due to the above-mentioned sales of larger printers, which typically generate a higher contribution to gross profit.

The table below sets forth gross profit and gross profit margin for our Systems and Services segments:

 
  Year Ended December 31,    
 
 
  2012   2011    
 
 
  Amount   Gross margin
as percentage
of relevant
segment revenue
  Amount   Gross margin
as percentage
of relevant
segment revenue
  Period-over-
period change
 
 
  (€ in thousands)
   
  (€ in thousands)
   
  (€ in thousands)
 

Systems

  1,399     40.4 % 569     25.8 % 830  

Services

    2,355     44.9     2,351     46.5     4  
                           

Total

  3,754     43.1 % 2,920     40.2 % 834  
                           
                           

Gross profit for our Systems segment increased to €1.4 million in 2012 from €0.6 million in 2011, while the gross profit margin of our Systems segment increased 14.6 percentage points to 40.4% in 2012 from 25.8% in 2011. This increase in gross profit margin resulted primarily from the higher number of higher-priced, higher-margin 3D printers sold in 2012.

Gross profit for our Services segment was essentially flat from 2011 to 2012, with the gross profit margin decreasing 1.6 percentage points from 46.5% in 2011 to 44.9% in 2012. As our total revenue increased, the margin contribution by the Services segment decreased due to the fact that more machines and more personnel were included in the Services segment to satisfy the increasing customer demand. As these increased costs could not be absorbed by the revenue increase, gross margin declined slightly.

Operating Expenses

As shown in the table below, total operating expenses increased by €0.6 million to €3.1 million in 2012 from €2.5 million in 2011, and increased to 35.4% of revenues compared to 33.6% in 2011.

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This increase was due primarily to a €0.3 million increase in research and development expenses and a €0.3 million increase in selling expenses.

 
  Year Ended December 31,    
 
 
  2012   2011    
 
 
  Amount   Percentage
of revenues
  Amount   Percentage
of revenues
  Period-over-
period change
 
 
  (€ in
thousands)

   
  (€ in
thousands)

   
  (€ in
thousands)

 

Operating expenses

                               

Selling expenses

  1,510     17.3 % 1,160     16.0 % 350  

Administrative expenses

    758     8.7     670     9.2     88  

Research and development expenses

    1,573     18.1     1,313     18.1     260  

Other operating expenses

    62     0.7     140     1.9     (78 )

Other operating (income)

    (822 )   9.4     (831 )   11.5     (9 )
                       

Total

  3,081     35.4 % 2,452     33.7 % 629  
                       
                       

Selling expenses increased by €0.3 million to €1.5 million in 2012 from €1.2 million in 2011, while administrative expenses increased by €0.1 million to €0.8 million in 2012 from €0.7 million in 2011. As a percentage of revenues, selling expenses were 17.3% and 16.0% in 2012 and 2011, respectively, while administrative expenses were 8.7% and 9.2% in 2012 and 2011, respectively.

The increase in selling expenses in 2012 was primarily related to increased headcount needed to support the growth of our business. Furthermore, we experienced higher costs related to our sales agents and attended more global exhibitions, which increased travel expenses significantly. As a result, our selling expenses increased at a faster rate than our revenues.

As our business grew in 2012, we continued to invest in research and development. Our research and development expenses amounted to 18.1% of our revenues in 2012, reflecting a 20.0% increase in our research and development expenses compared to 2011. Research and development, which includes the development of new material sets and enhancements to our 3D printers, is a key element of our growth strategy.

Operating Profit

Operating profit and operating profit as a percentage of total revenues in 2012 and 2011 were as follows:

 
  Year Ended December 31,    
 
 
  2012   2011    
 
 
  (€ in
thousands)
  Percentage
of revenues
  (€ in
thousands)
  Percentage
of revenues
  Period-over-
period change
 

Operating profit

  673     7.7 % 468     6.4 % 205  

Operating profit increased by €0.2 million to €0.7 million in 2012 from €0.5 million in 2011. As a percentage of total revenues, operating profit increased by 1.3 percentage points. We expect our profitability to improve as we continue to achieve economies of scale and can further leverage our fixed expenses.

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Financial Result

Financial result was a €0.3 million expense in 2012, a slight decrease from financial result of a €0.4 million expense in 2011. The decrease was caused primarily by lower interest expenses.

Provision for Income Taxes

Income tax expense for 2012 was €0.1 million compared to €0.04 million in 2011, with the increase due to an increase in profit before income taxes.

Profit

In 2012 and 2011, we had a profit of €0.2 million and €0.04 million, respectively.

Liquidity and Capital Resources

As of December 31, 2013, we had cash and cash equivalents of €33.5 million, largely as a result of our initial public offering. These cash resources are sufficient to finance our near-term growth strategy, which includes the establishment of service centers in North America and Asia.

In September 2009, we entered into a fixed rate loan agreement with LfA Foerderbank Bayern, which allowed us to invest up to €1.45 million in the development of a new printing technique and the creation of the VX1000 prototype machine. At December 31, 2013 this loan had a balance of €0.9 million.

To meet the demand for our Services business and to increase capacity, we installed in our service center a VX500 and a VX800 in 2010, as well as two additional VX800s in 2011 and 2012, all of which were financed by sale and leaseback transactions. Four 3D printers were installed in our service center in 2013; one VX1000, two VXC800s and one VX500, all of which were financed by sale and leaseback transactions.

Because of our strong cash position, we believe that we have the capacity to execute our growth strategy. We have used our cash and capital resources to expand our operations in Germany through the purchase in December 2013 of the land and buildings comprising our corporate headquarters, including two new production halls, which will allow us to increase our service center capacity. In addition, we recently formed a U.S. subsidiary, Voxeljet of America Inc., and leased a facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015.

Cash Flow

Our primary sources of cash in 2013 were the proceeds of our initial public offering and revenues and financings by working capital lines and finance leases. Our primary uses of cash have traditionally been to finance our assets and our working capital.

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The table below sets forth cash flows from operating, investing and financing activities for 2011, 2012 and 2013:

 
  Year Ended
December 31,
 
 
  2013   2012   2011  
 
  (€ in thousands)
 

Cash provided by (used in) operating activities

  (1,640 ) 436   102  

Cash used in investing activities

    (11,449 )   (978 )   (310 )

Cash provided by (used in) financing activities

    46,247     345     52  
               

Increase (decrease) in cash and cash equivalents

  33,158   (197 ) (156 )
               
               

Our cash and cash equivalents increased from €0.3 million at December 31, 2012 to €33.5 million at December 31, 2013, an increase of €33.2 million. This increase was mainly due to our receipt of the proceeds from our initial public offering, partly offset by increases in cash used in investing activities and operating activities. We received net cash proceeds of €46.8 million in our initial public offering. In December 2013, we purchased land and buildings in Friedberg, Germany for approximately €10 million. Further cash outflows from operating activities were related to higher research and development and marketing costs.

The decrease in cash and cash equivalents of €0.2 million, from €0.5 million at December 31, 2011 to €0.3 million at December 31, 2012, reflects investments in property, plant and equipment, partially offset by cash provided by operating and financing activities. These investments related to the relocation of our production site to the new premises in Friedberg, Germany and costs relating to the VX4000 we installed in our service center.

Operating Activities

Below is a reconciliation of profit (loss) adjusted for non-cash items (including depreciation) and the effect of changes in assets and liabilities to determine net cash used in and provided by operating activities for 2011, 2012 and 2013.

 
  Year Ended
December 31,
 
 
  2013   2012   2011  
 
  (€ in thousands)
 

Profit (loss) for the period

  (2,714 ) 212   43  

Depreciation

    1,493     1,343     1,246  

Non-cash sale to customer in exchange for customer loans

    (1,386 )   (250 )    

Proceeds from customer loans

    92     39     7  

Changes in deferred income taxes

    358     (45 )   (33 )

Deferred income

    (686 )   (274 )   (539 )

Change in working capital

    1,203     (589 )   (622 )

Trade and other receivables and current assets

    (1,304 )   131     (349 )

Inventories

    (836 )   (851 )   (864 )

Trade payables

    942     42     230  

Other liabilities and provisions

    2,403     128     365  

Income tax payable

    (2 )   (39 )   (4 )

Net cash (used in) provided by operating activities

  (1,640 ) 436   102  

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Net cash used in operating activities was €1.6 million for the year ended December 31, 2013 compared to cash provided by operating activities of €0.4 million for the year ended December 31, 2012, an increase in cash used of €2.1 million. This effect was primarily due to higher operating costs, including costs to prepare for our initial public offering, partly offset by lower working capital.

Net cash provided by operating activities increased by €0.3 million to €0.4 million for the year ended December 31, 2012, compared to €0.1 million for the year ended December 31, 2011. This improvement was primarily due to the smaller increase in working capital in 2012.

Investing Activities

Investing activities consist primarily of setting up infrastructure, including equipment we install and use in our service center. As mentioned above, in 2013, we purchased land and buildings located in Friedberg, Germany for approximately €10 million.

In 2011, a minimal investment was made in property, plant and equipment during the normal course of business, as most needed investments were made in 2010. In 2012, we invested primarily in the VX1000 prototype machine.

Financing Activities

Financing cash flows consist principally of the net proceeds we received in our initial public offering, which amounted to approximately €46.8 million.

Net cash of €0.3 million was provided by financing activities in 2012 compared to €0.1 million in 2011. The increase reflects funds received from sale and leaseback transactions.

Financing Agreements

As of December 31, 2013 we had several lines of credit with four German banks in a total amount of up to €2.7 million. Interest rates across the credit lines varied from 3.15% to 6.75% as of December 31, 2013. There are commitment fees of 0.25% and 0.30% associated with the unused portion of two of our lines of credit.

Contractual Commitments

Future contractual payments as of December 31, 2013 consist of long-term debt, operating leases and finance leases, which are discussed in greater detail below.

 
  December 31, 2013  
 
  (€ in thousands)  
 
  Total   Less than
a year
  1-3
years
  3-5
years
  More than
5 years
 

Bank overdrafts, lines of credit and long-term debt

  2,265   957   807   410   91  

Leases:

                               

Operating

    221     137     78     6     0  

Finance

    3,520     966     1,700     791     63  

Other financial commitment

    618     618     0     0     0  
                       

  6,624   2,678   2,585   1,207   154  
                       
                       

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Leases

    Operating

We have historically leased various manufacturing facilities, office and warehouse spaces, equipment and vehicles under operating leases. We expect leases that expire to be renewed or replaced by leases on other properties. Rental expense amounted to €0.3 million, €0.4 million and €0.4 million in 2013, 2012 and 2011, respectively.

    Finance

Our finance leases relate primarily to production machinery. In total, we have entered into sale and leaseback transactions for 17 self-produced 3D printers, which were sold to banks and leased back to be used in our Services segment.

Off Balance Sheet Arrangements

We are not a party to any off balance sheet arrangements.

Impact of Inflation

Our statement of comprehensive income (loss) and statement of financial position are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our statement of comprehensive income (loss) and statement of financial position have been immaterial.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from fluctuations in interest rates and foreign currency exchange rates which may adversely affect our results of operations and financial condition. We seek to minimize these risks through regular operating and financing activities and, when we consider it to be appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading or speculative purposes.

Interest rates

Our exposure to market risk for changes in interest rates relates primarily to loans that have variable interest rates. A hypothetical interest rate change of 1.0%, or 100 basis points, on these loans would result in an increase in our annual finance expense of approximately €16,000.

Foreign exchange rates

We transact business globally and are subject to risks associated with fluctuating foreign exchange rates. The geographic areas outside of the eurozone to which we sell are generally not considered to be highly inflationary. Approximately 43.6% and 25.0% of our revenues were derived from sales outside of the eurozone region in 2013 and 2012, respectively. Receivables denominated in a foreign currency are initially recorded at the exchange rate at the transaction date and subsequently remeasured in euro based on period-end exchange rates. Transaction gains and losses that arise from exchange rate fluctuations are charged to income.

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BUSINESS

Our Company

We are a leading provider of high-speed, large-format 3D printers and on-demand parts services to industrial and commercial customers. Our 3D printers employ a powder binding, additive manufacturing technology to produce parts using various material sets, which consist of particulate materials and proprietary chemical binding agents. We offer our customers the highest volumetric output rate in the industry due to the combination of our large build boxes and print speeds. We provide our 3D printers and on-demand parts services to industrial and commercial customers serving the automotive, aerospace, film and entertainment, art and architecture, engineering and consumer product end markets.

We currently offer six different 3D printer platforms, with build boxes that range from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000 millimeters and various print speeds, which produce volumetric output rates ranging from 0.7 liters per hour to 123.0 liters per hour. All of our platforms support our commercialized material sets, sand and plastics, along with their respective proprietary chemical binding agents. We develop our material sets according to the needs of our industrial and commercial customers, and we are currently in varying stages of developing new material sets, including shell molding and chromite sands, PMMA-based plastics, ceramics, silicon carbide, tungsten carbide, wood powder and cement.

We believe that our recent innovations in 3D printers will continue to increase customer adoption of our additive manufacturing technology in industrial and commercial applications. Recent key innovations include:

      The VX4000 system, which offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than six times the volume of the next largest commercially available 3D printer. The VX4000 prints at a speed of 75 seconds per layer, yielding a volumetric output rate of 123.0 liters per hour, the highest in the industry. This printer enables the user to print cost-effectively either a single, large-scale part or large quantities of customized smaller parts in a single batch.

      The VXC800, which we believe is the only continuous build 3D printer currently on the market, has a build envelope of 850 × 500 millimeters, with the third dimension being theoretically unlimited. Unlike other additive manufacturing systems, the VXC800 utilizes a conveyer platform which permits the manufacturing of products that are not constrained by the length of a build box. We believe this process, enabled by our proprietary design, creates new opportunities in the direct digital manufacturing of parts, as this 3D printer can be integrated into our customers' workflows in a manner that allows for uninterrupted production.

Our business is divided into two principal segments: Systems and Services.

In our Systems segment, we focus on the sale, production and development of 3D printers. In addition, we sell refurbished 3D printers which were produced for and used in our Services segment. We also provide consumables, including