REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Ordinary Share, no nominal value per share |
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Large accelerated filer | ☐ | ☒ | ||||
Non accelerated filer | ☐ | Emerging growth company |
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
U.S. GAAP ☐ |
Other ☐ |
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• | our ability to enhance and adapt our software, products and services to meet changing technology and customer needs; |
• | fluctuations in our revenue and results of operations; |
• | impacts on our business, financial conditions and results of operations from the current armed conflict in Ukraine; |
• | impacts on our business, financial condition and results of operations from the current global health crisis related to the COVID-19 pandemic; |
• | our ability to operate in a highly competitive and rapidly changing industry; |
• | our ability to adequately increase demand for our products and services; |
• | our collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third parties; |
• | our ability to integrate acquired businesses or technologies effectively; |
• | our dependence upon sales to certain industries; |
• | our relationships with suppliers; |
• | our ability to attract and retain employees and contractors; |
• | any disruptions to our service center operations, including by accidents, warfare, natural disasters or otherwise; |
• | our ability to raise additional capital on attractive terms, or at all, if needed to meet our growth strategy; |
• | our ability to adequately protect our intellectual property and proprietary technology; |
• | our international operations; |
• | our ability to comply with applicable governmental laws and regulations to which our products, services and operations are subject; and |
• | other risk factors as set forth under “Item 3. Key Information – D. Risk Factors.” |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
A. |
[Reserved] |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
D. |
Risk Factors |
• | The ongoing COVID-19 global health crisis adversely impacted our business and results of operations in 2021 and may continue to have a material adverse impact on our business, results of operations, financial condition, cash flows or liquidity. |
• | We may not be able to maintain or increase the market share or reputation of our software and other products and services that they need to remain or become a market standard. |
• | We may not be successful in continuing to enhance and adapt our software, products and services in line with developments in market technologies and demands. |
• | The research and development programs that we are currently engaged in, or that we may establish in the future, may not be successful and our significant investments in these programs may be lost. |
• | Existing and increased competition may reduce our revenue and profits. |
• | We rely on collaborations with users of our additive manufacturing solutions to be present in certain large-scale markets and, indirectly, to expand into potentially high-growth specialty markets. Our inability to continue to develop or maintain these relationships in the future could harm our ability to remain competitive in existing markets and expand into other markets. |
• | Our revenue and results of operations may fluctuate. |
• | Demand for additive manufacturing generally and our additive manufacturing software solutions, products and services in particular may not increase adequately. |
• | We are dependent upon sales to certain industries. |
• | If our relationships with suppliers, including with limited source suppliers of consumables, were to terminate or our manufacturing arrangements were to be disrupted, our business could be adversely affected. |
• | The dominant software subscription model in the industrial sector is changing, and we may not be successful in developing a cloud-based platform to offer our software. |
• | We depend on the knowledge and skills of key personnel throughout our entire organization, and if we are unable to retain and motivate them or recruit additional qualified personnel, our operations could suffer. |
• | We may need to raise additional capital from time to time in order to meet our growth strategy and may be unable to do so on attractive terms, or at all. |
• | As a result of the armed conflict in Ukraine, we have ceased our operations in our office in Kyiv. |
• | Our international operations subject us to various risks, and our failure to manage these risks could adversely affect our results of operations. |
• | We may engage in acquisitions or investments that could disrupt our business, cause dilution to our shareholders and harm our financial condition and results of operations. |
• | We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third parties that may not result in the development of commercially viable products or the generation of significant future revenue. |
• | Failure to comply with applicable anti-corruption and trade sanctions legislation could result in fines, criminal penalties and an adverse effect on our business. |
• | Errors or defects in our software or other products could cause us to incur additional costs, lose revenue and business opportunities, damage our reputation and expose us to potential liability. |
• | We rely on our information technology systems to manage numerous aspects of our business and customer and supplier relationships, and a disruption of these systems could adversely affect our results of operations. |
• | A breach of security in our products or computer systems may compromise the integrity of our products, harm our reputation, create additional liability and adversely impact our financial results. |
• | If our service center operations are disrupted, sales of our 3D printing services, including the medical devices that we print, may be affected, which could have an adverse effect on our results of operations. |
• | Our medical business, financial condition, results of operations and cash flows could be significantly and negatively affected by substantial government regulations. |
• | If we are unable to obtain patent protection for our products or otherwise protect our intellectual property rights, our business could suffer. |
• | We cannot predict the outcome of an arbitration proceeding in which we are involved. |
• | We do not expect to be a passive foreign investment company for U.S. federal income tax purposes; however, there is a risk that we may be classified as a passive foreign investment company, which could result in materially adverse U.S. federal income tax consequences to U.S. investors. |
• | maintain and enhance the market share of our current products, services and technologies; |
• | enhance our existing product, services and technologies; |
• | develop new products, services and technologies that address the increasingly sophisticated and varied needs of prospective end-users (including in the emerging market of using additive manufacturing for end parts instead of prototypes and the trend of offering more cloud-enabled software solutions); |
• | respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis; |
• | adequately protect our intellectual property as we develop new products, services and technologies and anticipate intellectual property claims from third parties; or |
• | integrate the product portfolio of Link3D into our own product portfolio. |
• | our ability to continue, renew or replace relationships with key customers; |
• | the degree of market acceptance of our software and our products; |
• | the mix of software, products and services that we sell during any period, as well as the mix of the various markets in which we make sales during said periods; |
• | a decline in new or renewed periodic licenses or maintenance contracts; |
• | delays in the introduction of new features; |
• | the entry of new competitors into our market; |
• | the development and degree of market acceptance of new competitive systems or processes by others; |
• | changes in our pricing policies or those of our competitors, including our responses to price competition; |
• | changes in the amount we spend in our marketing and other efforts; |
• | delays between our expenditures to develop, acquire or license new technologies and processes, and the generation of sales related thereto; |
• | the amounts we spend on, and the success rate of, our research and development activities; |
• | changes in the regulatory environment, including changes in regulatory laws and regulations and the interpretation thereof, applicable to our software programs, products or services; |
• | delays in obtaining regulatory approval for our products, services or software programs; |
• | interruptions to or other problems with our website and interactive user interface, information technology systems, manufacturing processes or other operations; |
• | general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing, including the adverse effects of global economic uncertainties such as the global economic uncertainty related to the ongoing COVID-19 pandemic or the armed conflict in Ukraine; and |
• | changes in accounting rules and tax laws. |
• | potential shortages of some key consumables or other components; |
• | printed material performance or quality shortfalls, if traceable to particular consumables or other components, since the supplier of the faulty consumable or component cannot readily be replaced; |
• | discontinuation of a consumable or other component on which we rely; |
• | potential insolvency of these vendors; and |
• | reduced control over delivery schedules, manufacturing capabilities, quality and costs. |
• | fluctuations in foreign currency exchange rates; |
• | potentially longer sales and payment cycles; |
• | potentially greater difficulties in collecting accounts receivable; |
• | potentially adverse tax consequences, including liabilities imposed from inconsistent enforcement; |
• | challenges in providing solutions across a significant distance, in different languages and among different cultures; |
• | the impact of global public health crises, such as the ongoing impact of the COVID-19 pandemic on almost all large economies worldwide; |
• | transportation delays; |
• | becoming subject to the different, complex and changing laws, regulations and court systems of multiple jurisdictions and compliance with a wide variety of foreign laws, treaties and regulations; |
• | reduced protection of, or significant difficulties in enforcing, intellectual property rights in certain countries; |
• | difficulties in staffing and managing foreign operations, particularly in new geographic locations; |
• | restrictions imposed by local labor practices and laws on our business and operations, including unilateral cancellation or modification of contracts; |
• | expropriation or nationalization of property; |
• | rapid changes in government, economic and political policies and conditions, political or civil unrest or instability, terrorism or pandemics, epidemics and other similar outbreaks or events, such as the armed conflict in Ukraine; |
• | operating in countries with a higher incidence of corruption and fraudulent business practices; |
• | seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe; |
• | costs and difficulties of customizing products for foreign countries; and |
• | tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets. |
• | issue American Depositary Shares, or ADSs, or other forms of equity that would dilute our existing shareholders’ percentage of ownership; |
• | incur debt and assume liabilities; and/or |
• | incur amortization expenses related to intangible assets or incur large and immediate write-offs. |
• | problems integrating the purchased business, products, services or technologies; |
• | challenges in achieving strategic objectives, cost savings and other anticipated benefits; |
• | increases to our expenses; |
• | the potential write down of assets or goodwill acquired in the context of an acquisition or investment; |
• | due diligence investigations failing to discover undisclosed liabilities or risks affecting the acquired businesses; |
• | the assumption of significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; |
• | inability to maintain relationships with key customers, vendors and other business partners of our current or acquired businesses; |
• | diversion of management’s attention from their day-to-day |
• | difficulty in maintaining controls, procedures and policies during the transition and integration; |
• | entrance into marketplaces where we have no or limited prior experience and where competitors have stronger marketplace positions; |
• | potential loss of key employees, particularly those of the acquired entity; and |
• | historical financial information may no longer be representative or indicative of our results as a combined company. |
• | we may not be able to continue to obtain insurance coverage on commercially reasonable terms, or at all, including with respect to our activities in the medical industry; |
• | we may be faced with types of liabilities that are not covered under our insurance policies, such as environmental contamination, terrorist attacks or alleged infringements of third parties’ intellectual property rights, and that exceed any amounts that we may have reserved for such liabilities; |
• | the amount of any liabilities that we may face may exceed our policy limits; and |
• | we may incur losses resulting from the interruption of our business that may not be fully covered under our insurance policies. |
• | the recall or seizure of products; |
• | the suspension or revocation of the authority necessary for the production or sale of a product; |
• | the delay of our ability to introduce new products into the market; |
• | the suspension of shipments from particular manufacturing facilities; |
• | the issuance of warning letters or untitled letters; |
• | the imposition of operating restrictions; |
• | the imposition of injunctions, fines and penalties; |
• | the exclusion of our products from being reimbursed by healthcare programs in the European Union or U.S. federal and state healthcare programs (such as Medicare, Medicaid, Veterans Administration health programs and Civilian Health and Medical Program of the Uniformed Services); |
• | the delay or denial of customs clearance of our products for import in certain jurisdictions; and |
• | other civil or criminal sanctions against us. |
• | strengthen the rules on placing devices on the market and reinforce surveillance once they are available; |
• | establish explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market; |
• | improve the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number; |
• | set up, as of 2022, a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the European Union; and |
• | strengthen rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market. |
• | untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties; |
• | customer notifications or repair, replacement, refunds, recall, detention or seizure of our medical products; |
• | operating restrictions or partial suspension or total shutdown of production; |
• | refusing or delaying requests for 510(k) clearance or PMA of new products or modified products; |
• | withdrawing 510(k) clearances or PMAs that have already been granted; |
• | refusal to grant export approval for our medical products; or |
• | criminal prosecution. |
• | the U.S. federal Anti-Kickback Law, which constrains our marketing practices and those of our independent sales agencies, educational programs, pricing, bundling and rebate policies, grants for physician-initiated trials and continuing medical education, and other remunerative relationships with healthcare providers, by prohibiting, among other things, soliciting, receiving, offering or providing remuneration, intended to induce the purchase or recommendation of an item or service reimbursable under a U.S. federal healthcare program, such as the Medicare or Medicaid programs; |
• | U.S. federal false claims laws which prohibit, among other things, knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third party payors that are false or fraudulent; |
• | HIPAA, and its implementing regulations, which created federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters and which also imposes certain regulatory and contractual requirements regarding the privacy, security and transmission of individually identifiable health information; |
• | U.S. state laws analogous to each of the above federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any third party payor, including commercial insurers, and state laws governing the privacy and security of certain health information, many of which differ from each other in significant ways and often are not pre-empted by HIPAA, thus complicating compliance efforts; and |
• | similar foreign laws and regulations governing healthcare fraud and abuse, patient data privacy, interactions with healthcare professionals and related laws and regulations that apply to us in the countries in which we operate. |
• | significant volatility in the market price and trading volume of securities of companies in our sector, which is not necessarily related to the operating performance of these companies; |
• | the mix of products that we sell, and related services that we provide, during any period; |
• | delays between our expenditures to develop and market new products and the generation of sales from those products; |
• | changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; |
• | changes in our expenditures to promote our products and services; |
• | success or failure of research and development projects of us or our competitors; |
• | announcements of acquisitions by us or one of our competitors; |
• | the general tendency towards volatility in the market prices of shares of companies that rely on technology and innovation; |
• | changes in regulatory policies or tax guidelines; |
• | changes or perceived changes in earnings or variations in operating results; |
• | any shortfall in revenue or net income from levels expected by investors or securities analysts; and |
• | general economic trends and other external factors and events, such as the armed conflict in Ukraine, recessions, interest rates, international currency fluctuations, corruption, political instability and acts of war or terrorism. |
• | are prevented or hindered in performing any obligation by circumstances beyond their control; |
• | exercise or fail to exercise discretion under the deposit agreement; |
• | perform our obligations without negligence or bad faith; |
• | take any action based upon advice of or information from legal counsel, accountants, any person presenting shares for deposit, any holder of the ADSs or any other qualified person; or |
• | rely on any documents we believe in good faith to be genuine and properly executed. |
ITEM 4. |
INFORMATION ON THE COMPANY |
• | Magics. |
• | Link3D. |
• | Streamics. |
• | 3-maticSTL. 3-maticSTL is a versatile application that permits, among other things, design modification, design simplification, 3D texturing, re-meshing and forward engineering directly to standard additive manufacturing STL files. Using Materialise consultancy services, targeted design automation solutions can be created for specific workflows. |
• | Build Processors. two-way communication between Magics and 3D printers. We also develop the metal build processors in Materialise Bremen and as a consequence we are able to cover a wide range of metal 3D printers. Furthermore, licensing and integrating our build processor framework, companies such as Siemens and PTC can also leverage the extensive ecosystem of build processors we have developed together with OEMs. Over the past years, we have transformed the architecture of our build processor to a cloud-native solution. Next to the standard build flows, the architecture also allows for custom fit-for-purpose |
• | e-Stage. e-Stage is a software solution that increases additive manufacturing productivity by automating STL support generation, optimizing the STL build process, and reducing the time our customers spend on finishing work such as build support removal and sanding. e-Stage is designed to allow our customers to use less material, to be able to 3D nest and to minimize failed builds. e-Stage for plastic has been commercially available since September 2007, and in the fall of 2017, we released e-Stage for metal. In 2018, we won the TCT SOFTWARE AWARD 2018 for e-Stage for metal. |
• | Materialise Controller. |
• | Materialise Storefront. e-commerce solution, to be launched early 2022, which automates the intake and sales process of 3D printing factories and facilitates communication with customers. Storefront supports automatic and manual price calculation and quoting, AM data preparation, order management and integration with payment and shipment providers. |
• | Materialise Process Tuner. web-browser as well as through an API, making it the company’s first cloud-native Magics application. Companies can also choose to deploy and run the application on site. |
• | Materialise Workflow Automation. end-to-end |
• | Materialise Mimics Innovation Suite. 3-matic, engineering services and medical models, as well as consultancy and custom software development. |
• | Materialise Mimics. 3-matic. |
• | Materialise 3-matic. 3-matic focuses on anatomical design and is able to combine CAD tools with pre-processing capabilities directly on the anatomical data coming from Materialise Mimics. It enables our customers to conduct thorough 3D measurements and analysis, design a patient-specific implant, a surgical guide, or a benchtop model, and to prepare the anatomical data and/or resulting implants for simulation. |
• | Materialise OrthoView. pre-operative planning and templating solution for orthopedic surgeons. The software imports a digital X-ray image from a Picture Archiving and Communication System, or PACS, and positions the templates of suitable prostheses on the X-ray image at the correct scale. Materialise OrthoView currently serves more than 15,000 orthopedic surgeons in 60 countries globally, focusing primarily on joint replacements. We acquired OrthoView Holdings Limited in October 2014, and have included the OrthoView solution in our portfolio of pre-operative planning solutions. |
• | Materialise Mimics inPrint. |
• | Materialise ProPlan CMF. pre-operatively plan their surgeries in 3D based on (CB)CT or MRI images using a set of tools to analyze, measure and reconstruct the patient’s anatomy. With the software the surgeon can also plan the movements (translations and rotations) of the mandible or maxilla and preplan the reconstruction of defects. |
• | Materialise Mimics Enlight. |
• | Materialise Surgicase. |
Technology |
Size |
Manufacturer |
Number | |||
Stereolithography |
Small/Medium Size | 3D Systems Corporation / Other | 39 | |||
Medium Size | Materialise / Stratasys | 3 | ||||
Mammoth | Materialise (1) |
15 | ||||
DLP |
Small Size | Asiga | 8 | |||
PolyJet |
Connex | Stratasys Ltd. | 4 | |||
FDM |
Small Size (2) |
Stratasys Ltd. | 2 | |||
Medium Size (3) |
Stratasys Ltd. | 18 | ||||
Large Size (4) |
Stratasys Ltd. | 16 | ||||
Laser Sintering |
Small Size | EOS GmbH | 12 | |||
Medium Size | 3D Systems Corporation/ EOS GmbH / Other | 27 | ||||
Large Size | EOS GmbH / Ricoh / Sindoh | 24 | ||||
Multi Jet Fusion |
Medium Size | HP | 11 | |||
Powder Binding |
Large Size | ExOne | 3 | |||
Vacuum Casting |
Small Size Medium Size Medium Size Large Size |
MCP HEK GmbH MCP HEK GmbH SCHUHL MCP HEK GmbH |
1 2 1 2 | |||
Direct Metal Laser Sintering |
Medium Size | EoS GmbH / GE Additive / Renishaw / SLM Solutions | 16 | |||
Large Size | SLM Solutions | 3 |
(1) |
We have proprietary stereolithography machines based on our patented curtain coat technologies. The original curtain coat machines had a medium sized build volume. These medium sized machines have subsequently been adapted to become the extra-large sized Mammoth machines. |
(2) |
Small size machines are machines with a build volume of less than 250×250×250 mm. |
(3) |
Medium size machines have a build volume of less than 500×500×500 mm. |
(4) |
Large size machines have a build volume of more than 500×500×500 mm. |
1. | various software development projects including projects related to engineering and design for 3D printing, and improving existing technological challenges (for example, the handling of large amounts of data and advanced image segmentation), which are expected to benefit both our Materialise Software and Materialise Medical segments; |
2. | research projects to understand and develop cutting-edge software tools for industrially relevant additive manufacturing technologies (powder bed fusion for plastics (laser sintering) and metal (laser melting and electron beam), stereolithography, FDM (also known as Filament Fusion), binder jetting power bed fusion, DLP-based printing and inkjet based technologies); |
3. | research projects in our Materialise Medical segment to develop patient specific surgical planning tools or surgical guides or implants for orthopedic, CMF and cardiovascular surgeries; |
4. | research projects on the use of virtual and augmented reality by our Materialise Medical segment; |
5. | research and development projects on smart digital technologies for the large-scale personalization of wearables; |
6. | various research projects on the use of artificial intelligence and (deep) machine learning in the fields of image processing and additive manufacturing; and |
7. | several research projects related to improving the maturity, reliability and quality of the additive manufacturing process, which are expected to benefit each of our three segments. |
• | product development; |
• | product testing; |
• | product clinical trial compliance; |
• | product manufacturing; |
• | product labelling and instructions for use; |
• | product safety, product safety reporting, recalls and field corrective actions; |
• | product packaging and storage; |
• | product registration, market clearance or approval; |
• | product modifications; |
• | product marketing, advertising and promotion; |
• | product import and export, restrictions, tariff regulations, duties and tax requirements; |
• | product sales and distribution; |
• | post-market surveillance, including reporting of deaths or serious deterioration in the state of health and malfunctions that, if they were to recur, could lead to death or serious deterioration in the state of health; |
• | record keeping procedures; |
• | registration for reimbursement; and |
• | necessity of testing performed in country by distributors for licenses. |
Location |
Ownership |
Use |
Approximate Area |
Lease Expiration | ||||
Leuven, Belgium | Owned | Corporate headquarters; production |
50,614.35 sq. m. | N/A | ||||
Leuven, Belgium | Leased | Warehouse | 165 sq. m. | March 31, 2022 | ||||
Gentbrugge, Belgium | Leased | Office | 39 sq. m. | No fixed end date | ||||
Beringen, Belgium | Leased | Office; production | 2,848.25 sq. m. | October 31, 2030 | ||||
Plymouth, Michigan, United States | Owned | Office; production; parking |
3.89 acres | N/A | ||||
Ann Arbor, Michigan, United States | Leased | Office; production | 2,771 sq. ft. | October 31, 2023 | ||||
Saint Marcel les Valence, France | Owned | Office | 1,100 sq. m. | N/A | ||||
Yokohama, Japan | Leased | Office | 515.58 sq. m. | March 31, 2022 | ||||
Kawasaki, Japan | Leased | Production | 205 sq. m. | May 19, 2024 | ||||
Ústí nad Labem, Czech Republic | Owned | Office; production | 16,013 sq. m. | N/A | ||||
Vienna, Austria | Leased | Office | 44 sq. m. | December 31, 2021 (renewal negotiations ongoing) | ||||
Gilching, Germany | Leased | Office | 399 sq. m. | December 31, 2024 | ||||
Bremen, Germany | Owned | Office | 6,724 sq. m. | N/A | ||||
Petaling Jaya, Malaysia | Leased | Office | 13,935 sq. ft. | May 31, 2024 | ||||
Paris, France | Leased | Office | 564.40 sq. m. | May 31, 2028 | ||||
Kyiv, Ukraine | Leased | Office | 3,384.8 sq. m. | June 29, 2028 | ||||
Kyiv, Ukraine | Leased | Office | 171 sq. m. | December 31, 2021 (renewal negotiations ongoing) | ||||
Sheffield, United Kingdom | Leased | Office | 1,575 sq. ft. | No fixed end date | ||||
Southampton, United Kingdom | Leased | Office | 3,340 sq. ft. | April 22, 2023 | ||||
Shanghai, China | Leased | Office | 1,200 sq. m. | June 8, 2022 | ||||
Medellin, Colombia | Leased Leased Leased |
Office Office Office |
248 sq. m. 64 sq. m. 190 sq. m. |
May 31, 2022 January 31, 2023 December 1, 2023 | ||||
Wroclaw, Poland | Owned | Office; production | 2.3975 hectare | N/A | ||||
Gold Coast, Australia | Leased | Office | N/A | January 22, 2024 | ||||
Milan, Italy | Leased | Office | 55 sq. m. | December 31, 2023 |
Freiberg, Germany | Owned | Office, Production, Parking (Land) | 26,277 sq. ft. | N/A | ||||
Freiberg, Germany | Owned | Office, warehouse, production, parking (Land) | 7,996 sq. m. | N/A | ||||
Ann Arbor, Michigan, United States | Leased | Office | 1,987 sq. ft. | December 31, 2023 | ||||
Bangalore, India | Leased | Office | 2,000 sq. ft. | March 31, 2022 | ||||
Rio Claro, Brazil | Leased | Corporate Offices, R&D Laboratory, Production | 4,092.27 sq. m. | August 5, 2029 | ||||
Seoul, South Korea | Leased | Shared workspace | N/A | July 31, 2022 | ||||
Tianjin, China | Leased | Office | 183 sq. m. | October 31, 2022 |
ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
• | Each of our segments has what we call a horizontal product offering that addresses a broad set of needs of customers that make use of additive manufacturing: our market leading Magics Software Platform in our Materialise Software segment, the Mimics |
Innovation Suite in our Materialise Medical segment and the additive manufacturing services that we offer through our Materialise Manufacturing segment. We believe that each of these horizontal platforms has the potential of continuing to grow as the adoption of additive manufacturing by our customers in each of our segments grows. |
• | Second, leveraging on the technological and market knowledge that we gain as we bring our horizontal offerings to the market, we have built a select number of what we call vertical applications of 3D printing. These vertical applications, which address the specific needs of a particular subset of customers in a much more specific manner, include our surgical knee guides and personalized CMF guides and implants in our Materialise Medical segment and our measurement fixtures and personalized foot and eyewear products in our Materialise Manufacturing segment. We believe that this more focused presence in a few applications of 3D printing has the potential to significantly boost our growth. |
• | the technical feasibility of completing the intangible asset so that the asset will be available for use or sale; |
• | the intention to complete and the ability to use or sell the asset; |
• | how the asset will generate future economic benefits; |
• | the availability of resources to complete the asset; and |
• | the ability to measure reliably the expenditure during development. |
• | Assessing whether a performance obligation is distinct in a bundled sale(s) transaction; |
• | Estimation of the variable considerations and the assessment of the revenue constraint limitation; |
• | Estimation of the stand-alone selling prices for each distinct performance obligation; and |
• | The stage of completion of our custom development of software components for customers when revenues are satisfied over time. |
• | Whether the software license is distinct from the 3D printed guides – in most cases with contracts with collaborative partners in the Materialise Medical segment, the software license is combined with the manufacturing of the 3D printed guides as the software license has no benefit to the customer without the manufacturing services. We have also implemented a new “Plan Only” feature where the collaboration partners can benefit from a virtual plan produced with the software license without the manufacturing of any physical product. Such Plan Only features are recognized in revenue as a separate performance obligation based on the usage by the collaboration partner. |
• | Whether the development services are distinct from other performance obligations – in most cases, these performance obligations are distinct however for one contract with a collaboration partner in the Materialise Medical segment, the software license is combined with the license and the 3D printed guides as one “distinct” performance obligation |
• | Quantities/volume sold at fixed prices related to, but not limited to, the manufacturing of 3D printed products, software licenses sold and maintenance renewals; |
• | Contractual prices may vary based on volume purchased during a given period; |
• | FTE expenses for development or other services billed on a time & material basis; and |
• | Volume discounts. |
• | The dividend return is estimated by reference to the historical dividend payment. Currently, this is estimated to be zero as no dividends have been paid since inception; |
• | Expected volatility is determined based on the average annualized volatility of our shares (until September 2016: of a number of quoted peers in the 3D printing industry and the volatility of our shares); |
• | Estimated life of the warrant is determined to be until the first exercise period which is typically the month after vesting; and |
• | Fair value of the shares is determined based on the share price of our ADSs on Nasdaq at the date of valuation. For the grants prior to the initial public offering, the fair value of the shares was estimated based on a discounted cash flow model with three-year cash flow projections and a multiple of EBITDA determined based on a number of quoted peers in the 3D printing industry. |
• | estimated fair value of the acquired intangible assets; |
• | estimated fair value of property, plant and equipment; and |
• | estimated fair value of the contingent consideration. |
• | future expected cash flows from customer contracts and relationships, software license sales and maintenance agreements; |
• | the fair value of the plant and equipment; |
• | the fair value of the deferred revenue; |
• | discount rates; and |
• | the technology royalty rate |
For the year ended December 31, |
||||||||||||
in 000€ |
2021 |
2020* |
2019 |
|||||||||
Net profit (loss) |
13,145 | (7,192 | ) | 1,644 | ||||||||
Income tax expense / (benefit) |
591 | (1,028 | ) | 2,595 | ||||||||
Financial expenses |
4,101 | 5,995 | 3,682 | |||||||||
Financial income |
(5,620 | ) | (2,452 | ) | (1,377 | ) | ||||||
Depreciation and amortization |
20,516 | 19,775 | 19,278 | |||||||||
Share in loss of joint venture |
— | 39 | 392 | |||||||||
EBITDA (unaudited) |
32,733 |
15,137 |
26,214 |
|||||||||
Share-based compensation expenses (1) |
(833 | ) | 1,344 | 302 | ||||||||
Acquisition-related expenses of business combinations (2) |
413 | 63 | 140 | |||||||||
Impairments (3) |
177 | 4,606 | — | |||||||||
Re-valuation of 50% Materialise Motion interest (4) |
— | (770 | ) | — | ||||||||
Adjusted EBITDA (unaudited) |
32,490 |
20,380 |
26,656 |
(1) | Share-based compensation expenses represent the cost of equity-settled and cash-settled share-based payments to employees. |
(2) | Acquisition-related expenses of business combinations represent fees and costs in connection with the acquisition of Engimplan in 2019,the acquisition of Materialise Motion in 2020 and the acquisition of Link3D on January 4, 2022 |
(3) | Impairments represents the impairment of capitalized expenditures related to our tracheal splint development project (€2.1 million) and the impairment of goodwill and intangible assets of Engimplan (€2.5 million) in 2020 and related to the impairment of goodwill of Aldema BV (€0.2 million) in 2021 |
(4) | Represents a positive revaluation of our initial 50% interest in Materialise Motion after our acquisition of the remaining interest in the joint venture. |
* | The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. |
For the year ended December 31, |
||||||||||||
in 000€, except percentages | 2021 |
2020* |
% Change |
|||||||||
Revenue |
205,450 | 170,449 | 20.5 | % | ||||||||
Cost of sales |
(87,278 | ) | (76,446 | ) | 14.2 | % | ||||||
Gross profit |
118,172 |
94,003 |
25.7 |
% | ||||||||
Research and development expenses |
(26,891 | ) | (27,104 | ) | -0.8 | % | ||||||
Sales and marketing expenses |
(49,151 | ) | (44,636 | ) | 10.1 | % | ||||||
General and administrative expenses |
(33,315 | ) | (29,337 | ) | 13.6 | % | ||||||
Net other operating income |
3,402 | 2,436 | 39.7 | % | ||||||||
Operating profit |
12,217 |
(4,638 |
) |
|||||||||
Financial expenses |
(4,101 | ) | (5,995 | ) | ||||||||
Financial income |
5,620 | 2,452 | ||||||||||
Share in loss of joint venture |
— | (39 | ) | |||||||||
Profit before taxes |
13,736 |
(8,220 |
) |
|||||||||
Income taxes |
(591 | ) | 1,028 | |||||||||
Net profit |
13,145 |
(7,192 |
) |
* | The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. |
in 000€ | Materialise Software |
Materialise Medical |
Materialise Manufacturing |
Total segments |
Unallocated |
Consolidated |
||||||||||||||||||
For the year ended December 31, 2021 |
||||||||||||||||||||||||
Revenues |
42,902 | 73,368 | 89,180 | 205,450 | — | 205,450 | ||||||||||||||||||
Segment Adjusted EBITDA |
15,705 | 20,669 | 6,275 | 42,649 | (10,159 | ) | 32,490 | |||||||||||||||||
Segment Adjusted EBITDA % |
36.6 | % | 28.2 | % | 7.0 | % | 20.8 | % | — | 15.8 | % | |||||||||||||
For the year ended December 31, 2020 |
||||||||||||||||||||||||
Revenues |
39,054 | 61,729 | 69,635 | 170,418 | 31 | 170,449 | ||||||||||||||||||
Segment Adjusted EBITDA |
13,383 | 13,915 | 2,548 | 29,846 | (9,468 | ) | 20,378 | |||||||||||||||||
Segment Adjusted EBITDA % |
34.3 | % | 22.5 | % | 3.7 | % | 17.5 | % | — | 12.0 | % |
(1) | Unallocated Segment Adjusted EBITDA consists of corporate research and development, corporate headquarter costs and other operating income (expense) and the added share-based compensation expenses, acquisition related expenses of business combinations, impairment and fair value of business combinations that are included in Adjusted EBITDA when not attributable to a segment. |
For the year ended December 31, |
||||||||
in 000€ |
2021 |
2020 |
||||||
Americas |
75,437 | 52,562 | ||||||
Europe & Africa |
110,477 | 100,371 | ||||||
Asia-Pacific |
19,536 | 17,516 | ||||||
Total |
205,450 |
170,449 |
For the year ended December 31, |
||||||||
in 000€ | 2021 |
2020* |
||||||
Net profit |
13,145 |
(7,192 |
) | |||||
Income tax expense / (benefit) |
591 | (1,028 | ) | |||||
Finance costs |
4,101 | 5,995 | ||||||
Finance income |
(5,620 | ) | (2,452 | ) | ||||
Share in loss of joint venture |
— | 39 | ||||||
Operating profit / loss |
12,217 |
(4,638 |
) | |||||
Depreciation and amortization |
20,516 | 19,775 | ||||||
Corporate research and development |
2,948 | 2,824 | ||||||
Corporate headquarters costs |
10,317 | 11,719 | ||||||
Net other operating (income) expense |
(3,527 | ) | (3,668 | ) | ||||
Impairments |
177 | 4,606 | ||||||
Re-valuation of 50% Materialise Motion interest |
— | (770 | ) | |||||
Segment adjusted EBITDA (unaudited) |
42,648 |
29,848 |
* | The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. |
For the year ended December 31, |
||||||||||||
in 000€, except percentages | 2020* |
2019 |
% Change |
|||||||||
Revenue |
170,449 | 196,679 | -13.3 | % | ||||||||
Cost of sales |
(76,446 | ) | (87,052 | ) | -12.2 | % | ||||||
Gross profit |
94,003 |
109,627 |
-14.3 | % | ||||||||
Research and development expenses |
(27,104 | ) | (23,348 | ) | 16.1 | % | ||||||
Sales and marketing expenses |
(44,636 | ) | (52,989 | ) | -15.8 | % | ||||||
General and administrative expenses |
(29,337 | ) | (31,786 | ) | -7.7 | % | ||||||
Net other operating income (expenses) |
2,436 | 5,432 | -55.2 | % | ||||||||
Operating profit |
(4,638 |
) |
6,936 |
-166.9 | % | |||||||
Financial expenses |
(5,995 | ) | (3,682 | ) | 62.8 | % | ||||||
Financial income |
2,452 | 1,377 | 78.1 | % | ||||||||
Share in loss of joint venture |
(39 | ) | (392 | ) | -90.1 | % | ||||||
Profit (loss) before taxes |
(8,220 |
) |
4,239 |
-293.9 | % | |||||||
Income tax expense / (benefit) |
1,028 | (2,595 | ) | -139.6 | % | |||||||
Net profit (loss) |
(7,193 |
) |
1,644 |
-537.5 | % |
* | The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. |
in 000€ | Materialise Software |
Materialise Medical |
Materialise Manufacturing |
Total segments |
Unallocated (1) |
Consolidated |
||||||||||||||||||
For the year ended December 31, 2020 |
||||||||||||||||||||||||
Revenues |
39,054 | 61,729 | 69,635 | 170,418 | 31 | 170,449 | ||||||||||||||||||
Segment Adjusted EBITDA |
13,383 | 13,914 | 2,546 | 29,843 | (9,465 | ) | 20,378 | |||||||||||||||||
Segment Adjusted EBITDA % |
34.3 | % | 22.5 | % | 3.7 | % | 17.5 | % | — | 12.0 | % | |||||||||||||
For the year ended December 31, 2019 |
||||||||||||||||||||||||
Revenues |
41,654 | 60,808 | 94,156 | 196,618 | 61 | 196,679 | ||||||||||||||||||
Segment Adjusted EBITDA |
13,812 | 10,774 | 12,154 | 36,740 | (10,084 | ) | 26,656 | |||||||||||||||||
Segment Adjusted EBITDA % |
33.2 | % | 17.7 | % | 12.9 | % | 18.7 | % | 0.0 | % | 13.6 | % |
(1) |
Unallocated Segment Adjusted EBITDA consists of corporate research and development, corporate headquarter costs and other operating income (expense) and the added share-based compensation expenses, acquisition related expenses of business combinations, impairment and fair value of business combinations that are included in Adjusted EBITDA when not attributable to a segment. |
For the year ended December 31 |
||||||||
in 000€ | 2020 |
2019 |
||||||
Americas |
52,562 | 59,630 | ||||||
Europe & Africa |
100,371 | 117,784 | ||||||
Asia-Pacific |
17,516 | 19,265 | ||||||
Total |
170,449 |
196,679 |
For the year ended December 31, |
||||||||
in 000€ | 2020* |
2019 |
||||||
Net profit (loss) |
(7,192 |
) |
1,644 |
|||||
Income tax expense / (benefit) |
(1,028 | ) | 2,595 | |||||
Finance costs |
5,995 | 3,682 | ||||||
Finance income |
(2,452 | ) | (1,377 | ) | ||||
Share in loss of joint venture |
39 | 392 | ||||||
Operating profit |
(4,639 |
) |
6,936 |
|||||
Depreciation and amortization |
19,775 | 19,278 | ||||||
Corporate research and development |
2,824 | 1,859 | ||||||
Corporate headquarters costs |
11,719 | 11,077 | ||||||
Net other operating income (expense) |
(3,668 | ) | (2,410 | ) | ||||
Impairments |
4,606 | — | ||||||
Re-valuation of 50% Materialise Motion interest |
(770 | ) | — | |||||
Segment Adjusted EBITDA (unaudited) |
29,847 |
36,740 |
* | The year 2020 has been adjusted retrospectively restated to reflect the final accounting of the business combination with Materialise Motion. |
For the year ended December 31, |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Net cash flow from operating activities |
25,845 | 29,978 | 28,402 | |||||||||
Net cash flow from/(used in) investing activities |
(13,134 | ) | (28,265 | ) | (25,617 | ) | ||||||
Net cash flow from/(used in) financing activities |
71,156 | (16,888 | ) | 10,781 | ||||||||
Net increase / (decrease) of cash and cash equivalents |
83,867 |
(15,175 |
) |
13,566 |
For the year ended December 31, |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Purchase of property, plant and equipment |
7,934 | 11,032 | 13,472 | |||||||||
Purchase of intangible assets |
3,788 | 6,618 | 2,193 | |||||||||
Total |
11,722 |
17,650 |
15,665 |
As of December 31 |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
K€35,000 EIB bank loan |
33,333 | 35,000 | 35,000 | |||||||||
K€28,000 acquisition bank loan |
15,604 | 18,621 | 21,612 | |||||||||
K€18,000 secured bank loans |
16,592 | 17,013 | 17,429 | |||||||||
K€12,300 bank loans ACTech |
8,160 | 10,470 | 11,850 | |||||||||
K€9,050 other facility loans |
2,248 | 2,910 | 3,599 | |||||||||
Bank investment loans - top 20 outstanding |
12,852 | 17,280 | 22,132 | |||||||||
Bank investment loans - other |
1,569 | 2,681 | 4,429 | |||||||||
Lease liabilities |
8,621 | 10,624 | 9,876 | |||||||||
Institutional loan |
— | 353 | 824 | |||||||||
Convertible bonds |
— | — | 1,000 | |||||||||
Related party loan |
128 | 158 | 187 | |||||||||
Total loans and borrowings |
99,107 |
115,110 |
127,938 |
|||||||||
Current |
21,202 | 17,523 | 16,838 | |||||||||
Non-Current |
77,905 | 97,588 | 111,100 |
in 000€ | Total |
Less than 1 year |
2-3 years |
4-5 years |
More than 5 years |
|||||||||||||||
Loans and borrowings |
90,486 | 17,849 | 39,837 | 18,610 | 14,190 | |||||||||||||||
Lease Liabilities |
8,621 | 3,353 | 3,426 | 861 | 981 | |||||||||||||||
Scheduled interest payments (1) |
5,384 | 1,374 | 2,116 | 1,061 | 832 | |||||||||||||||
Purchase obligations |
7,043 | 6,723 | 320 | 0 | 0 | |||||||||||||||
Total |
111,534 |
29,299 |
45,699 |
20,532 |
16,003 |
(1) | Scheduled interest payments comprise the interest payable on loans and borrowings and lease commitments. No interest is payable on the other contractual obligations in the above table. |
ITEM 6. DIRECTORS, |
SENIOR MANAGEMENT AND EMPLOYEES |
Name |
Age |
Position |
||||||
Directors: |
||||||||
Wilfried Vancraen |
60 | Founder, Director & Chief Executive Officer | ||||||
Peter Leys |
57 | Executive Chairman | ||||||
A Tre C CVOA, represented by Johan De Lille |
59 | Director | ||||||
Hilde Ingelaere |
60 | Director & Executive Vice President | ||||||
Sander Vancraen |
31 | Director | ||||||
Jürgen Ingels |
51 | Director | ||||||
Jos Vander Sloten |
59 | Director | ||||||
Lieve Verplancke |
62 | Director | ||||||
Bart Luyten |
45 | Director | ||||||
Volker Hammes |
58 | Director | ||||||
Senior Management and Executive Committee Members: |
||||||||
Wilfried Vancraen |
60 | Founder, Director & Chief Executive Officer | ||||||
Peter Leys |
57 | Executive Chairman | ||||||
Hilde Ingelaere |
60 | Director & Executive Vice President | ||||||
Seaquence BV, represented by Johan Pauwels |
54 | |
Executive Vice President, Chief Operating Officer |
| ||||
Bart Van der Schueren |
55 | |
Executive Vice President, Chief Technology Officer |
| ||||
Alfinco BV, represented by Johan Albrecht |
58 | |
Executive Vice President, Chief Financial Officer |
| ||||
De Vet Management BV, represented by Brigitte de Vet-Veithen |
51 | Vice President, Materialise Medical segment | ||||||
Level 5 BV, represented by Jurgen Laudus |
43 | |
Vice President, Materialise Manufacturing segment |
| ||||
Eduard Crits |
63 | Chief Information Officer | ||||||
SoHo services, represented by Conny Hooghe |
56 | Vice President, Human Resources | ||||||
Carla Van Steenbergen |
46 | Vice President, Chief Legal Officer |
Country of Principal Executive Offices: |
Belgium | |||||||||||||||
Foreign Private Issuer |
Yes | |||||||||||||||
Disclosure Prohibited under Home Country Law |
No | |||||||||||||||
Total Number of Directors |
10 | |||||||||||||||
Female |
Male |
Non- Binary |
Did Not Disclose Gender |
|||||||||||||
Part I: Gender Identity |
||||||||||||||||
Directors |
2 | 8 | 0 | 0 | ||||||||||||
Part II: Demographic Background |
||||||||||||||||
Underrepresented Individual in Home Country Jurisdiction |
0 | |||||||||||||||
LGBTQ+ |
0 | |||||||||||||||
Did Not Disclose Demographic Background |
0 |
• | mergers and acquisitions; |
• | transfer and waive of intellectual property rights to third parties; |
• | granting of exclusivity rights to third parties with an important impact on the freedom of a particular business segment; |
• | nomination and removal of members of the Executive Committee; |
• | opening of offices abroad and nomination and removal of managers thereof; |
• | conclusion of financial loans; |
• | sale and purchase of real estate; and |
• | cancellation of a particular product line. |
• | the review of our accounting processes; |
• | the review of the effectiveness of our internal systems of control, risk management and compliance; |
• | the consideration and recommendation of the nomination, compensation, retention and termination of the Company’s statutory auditor for Belgian company law purposes and the Company’s independent auditor for SEC purposes, the commissioning of the auditors to conduct audits, agreeing on additional services to be provided by the auditors under their respective engagements, the establishment of the scope and the main review points of the audit and oversight of the auditors’ work (including resolution of disagreements with the auditors); |
• | the preparation of our board of directors’ resolution on our consolidated financial statements; |
• | reviewing our interim consolidated financial statements that are made public or otherwise filed with any securities regulatory authority; |
• | discussing any flaws relating to our internal control systems, as reported by our board of directors to the audit committee; |
• | monitoring our bookkeeping and records; and |
• | the establishment of procedures for (i) the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. |
• | identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; |
• | recommending to our board of directors the director nominees for each annual general meeting, taking into account any nomination rights that certain shareholders may have under our restated articles of association; |
• | recommending to our board of directors director nominees to fill vacancies; |
• | recommending to our board of directors qualified and experienced directors for service on the committees of the board of directors; |
• | recommending to our board of directors the compensation of the members of senior management; |
• | recommending to our board of directors any incentive compensation plans and equity-based plans, and awards thereunder, and profit-sharing plans for our employees; |
• | evaluating the performance of our Chief Executive Officer; and |
• | advising our board of directors on other compensation issues. |
At December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Total |
2,332 | 2,163 | 2,177 | |||||||||
Segments: |
||||||||||||
Materialise Software |
281 | 285 | 303 | |||||||||
Materialise Medical |
861 | 738 | 763 | |||||||||
Materialise Manufacturing |
752 | 760 | 775 | |||||||||
Additional staff |
438 | 380 | 336 |
Ordinary Shares Beneficially Owned as of April 22, 2022 |
||||||||
Name of beneficial owner (1) |
Number (2) |
Percent (2) |
||||||
Wilfried Vancraen (3) |
32,251,036 | 54.6 | ||||||
Peter Leys (4) |
320,459 | * | ||||||
A Tre C CVOA, represented by Johan De Lille (5) |
— | — | ||||||
Sander Vancraen |
— | — | ||||||
Jürgen Ingels |
— | — | ||||||
Jos Vander Sloten |
12,000 | * | ||||||
Lieve Verplancke |
— | — | ||||||
Hilde Ingelaere (3) |
32,251,036 | 54.6 | ||||||
Bart Luyten |
— | — | ||||||
Volker Hammes |
— | — | ||||||
Johan Pauwels (6) |
150,545 | * | ||||||
Bart Van der Schueren (7) |
143,346 | * | ||||||
Johan Albrecht (8) |
10,545 | — | ||||||
Jurgen Laudus (9) |
45,145 | * | ||||||
Carla Van Steenbergen (10) |
28,635 | * | ||||||
Brigitte de Vet-Veithen (11) |
27,793 | * | ||||||
Conny Hooghe |
— | — | ||||||
Eddy Crits |
— | — |
* | Less than 1% |
(1) | Except as otherwise indicated, the address for each of the persons named above is Technologielaan 15, 3001 Leuven, Belgium. |
(2) | Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of April 22, 2022, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person. Except as otherwise indicated, we believe the persons named in this table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table. |
(3) | Consists of (i) 110,545 ordinary shares and 27,135 ADSs held by Mr. Vancraen, (ii) 110,545 ordinary shares and 27,135 ADSs held by Ms. Ingelaere and (iii) 30,858,964 ordinary shares and 1,116,712 ADSs jointly held by Mr. Vancraen and Ms. Ingelaere through Idem, a partnership ( maatschap |
(4) | Consists of (i) 7,040 ADSs held by Peter Leys, 4,215 ADSs held by Els Kindt (the spouse of Peter Leys), 22,862 ADS held by Riverside, a partnership ( maatschap |
(5) | The address for A Tre C CVOA is Timmermansstraat 32, 8340 Damme, Belgium. |
(6) | Consists of (i) 40,000 ordinary shares and 10,545 ADSs held jointly with Mr. Pauwels’ spouse Kristine Van Muylder, and (ii) 100,000 ordinary shares jointly held by Mr. Pauwels and Ms. Van Muylder through Sorelle, a partnership that is controlled and managed by Mr. Pauwels and Ms. Van Muylder. |
(7) | Consists of (i) 124,552 ordinary shares held by Mr. Van der Schueren and (ii) 18,794 ADSs held by Mr. Van der Schueren. |
(8) | Consists of 10,545 ADSs held by Mr. Albrecht. Does not include 4,545 warrants issued and granted to Mr. Albrecht under the 2014 Warrant Plan, which warrants are exercisable for 4,545 ordinary shares at €8.81 per share, vest 25% on a yearly basis beginning in October 2018 and expire in 2024 (with the percentage vesting on each applicable vesting date calculated as a percentage of the total number of warrants initially granted). |
(9) | Consists of 45,145 ADSs held by Mr. Laudus. |
(10) | Consists of 10,545 ordinary shares and 18,090 ADSs held by Ms. Van Steenbergen. |
(11) | Consists of 18,000 ordinary shares and 9,793 ADSs held by Ms. de Vet-Veithen. |
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
Ordinary Shares Beneficially Owned as of April 22, 2022 |
||||||||
Name of Beneficial Owner (1) |
Number (2) |
Percent (2) |
||||||
Wilfried Vancraen (3) |
32,251,036 | 54.6 | ||||||
Hilde Ingelaere (3) |
32,251,036 | 54.6 | ||||||
ARK Investment Management LLC (4) |
6,128,880 | 11.31 |
(1) | Except as otherwise indicated, the address for each of the persons named above is Technologielaan 15, 3001 Leuven, Belgium. |
(2) | Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of April 22, 2022, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person. Except as otherwise indicated, we believe the persons named in this table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table. |
(3) | Consists of (i) 110,545 ordinary shares and 27,135 ADSs held by Mr. Vancraen, (ii) 110,545 ordinary shares and 27,135 ADSs held by Ms. Ingelaere and (iii) 30,858,964 ordinary shares and 1,116,712 ADSs jointly held by Mr. Vancraen and Ms. Ingelaere through Idem, a partnership ( maatschap |
(4) | Based on a Schedule 13G/A filed with the SEC on February 9, 2022 by ARK Investment Management LLC (“ARK”). ARK is an investment advisor and in the Schedule 13G/A filed by ARK it is reported that ARK has (a) sole voting power with respect to 5,807,312 ADSs; (b) shared voting with respect to 116,023 ADSs; and (c) sole dispositive power with respect to 6,128,880 ADSs. |
ITEM 8. |
FINANCIAL INFORMATION |
ITEM 9. |
THE OFFER AND LISTING |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Persons depositing or withdrawing ordinary shares or ADS holders must pay to the depositary: |
For: | |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property | |
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | ||
$0.05 (or less) per ADS | Any cash distribution to you | |
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to you | |
$0.05 (or less) per ADS per calendar year | Depositary services | |
Registration or transfer fees | Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary | Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars | |
Taxes and other governmental charges the depositary or the custodian has to pay on any ADS or ordinary shares underlying an ADS, such as share transfer taxes, stamp duty or withholding taxes | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary |
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. |
CONTROLS AND PROCEDURES |
• | Ineffective risk assessment processes to identify and assess the risks of misstatement within the financial reporting process and to design and implement controls to mitigate those risks, in particular in the areas of loans and borrowings, taxes, leases and information produced by the entity that is used to operate certain controls over financial reporting. |
• | Ineffective monitoring processes to assess the consistent operation of internal control over financial reporting and to remediate known control deficiencies, including due to a lack of resources. |
• | Ineffective processes to ensure the proper review and approval of journal entries prior to posting to the general ledger. |
• | Ineffective controls over the completeness and accuracy of information produced by the entity that is used to operate certain controls over financial reporting. |
• | In respect of the risk assessment component of our internal control system, the previously identified material weakness is now remediated as of December 31, 2021 due to the following changes: |
• | the risk assessment procedures necessary to identify process risk points within our control environment now operate at a sufficient level of precision to identify key risks, particularly in the areas of loans and borrowings, taxes, and leases; |
• | for controls containing a review element, the definition and documentation of the steps to be performed by the control operator and the criteria for investigation (including the analysis if any thresholds used) were established; and |
• | a systematic and disciplined approach for identifying information produced by the entity (IPE) and for testing controls over the completeness and accuracy of IPE was established. |
• | In respect of our entity level controls, the monitoring component of our internal control system has been further improved due to the following changes: |
• | the internal audit department was strengthened and performed a higher number of independent assessments of internal controls. |
• | The material weakness identified over the review and approval of journal entries has been remediated as of December 31, 2021. We have updated the controls over manual journal entries with clearly defined criteria for investigation in general, and ensured consistent review and approval of the resulting journal entries by an independent reviewer. |
• | We have remediated the previously identified material weakness related to certain process level controls as of December 31, 2021. We have updated the design of our controls over the completeness and accuracy of IPE used in the execution of certain controls. |
• | We will strengthen our compliance functions and control ownership functions further with additional resources to assist in the monitoring processes to support the consistent operation of internal control over financial reporting. |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. |
CODE OF ETHICS |
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
For the year ended December 31 |
||||||||
in 000€ |
2021 |
2020 |
||||||
Audit Fees |
1,006 |
1,151 |
||||||
Audit-Related Fees |
478 |
43 |
||||||
All Other Fees |
— |
— |
||||||
Total |
1,484 |
1,194 |
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G. |
CORPORATE GOVERNANCE |
• |
Quorum at Shareholder Meetings |
• |
Independent Director Majority on Board/Meetings |
• |
Director Nominations/Remuneration and Nomination Committee Composition |
• |
Shareholder Approval of Equity Compensation Plans. |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17. |
FINANCIAL STATEMENTS |
ITEM 18. |
FINANCIAL STATEMENTS |
ITEM 19. |
EXHIBITS |
1.1* |
||
2.1 |
||
2.2 |
||
2.3 |
||
4.1 |
||
4.2 |
||
4.3 |
||
4.4 |
||
4.5 |
||
4.6 |
||
4.7 |
||
4.8 |
||
4.9 |
||
8.1* |
||
12.1* |
||
12.2* |
||
13.1** |
||
13.2** |
||
23.1 |
||
23.2 |
101.INS |
Inline XBRL Instance Document | |
101.SCH |
Inline XBRL Taxonomy Extension Schema | |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase | |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* |
Filed herewith. |
** |
Furnished herewith. |
+ |
The registrant has omitted portions of the referenced exhibit pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Exchange Act. |
MATERIALISE NV | ||
By: |
/s/ Wilfried Vancraen | |
Name: |
Wilfried Vancraen | |
Title: |
Chief Executive Officer |
F-2 |
||||
F-4 |
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F-5 |
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F-6 |
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F-7 |
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F-9 |
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F-10 |
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F-12 |
• | We evaluated the design and tested the operating effectiveness of an internal control related to the Company’s impairment process including the evaluation of the assumptions for the year-on-year growth rate of revenue and gross margin, perpetual growth rate and the discount rate used to determine the value-in-use. |
• | We evaluated the reasonableness of the year-on-year growth rate of revenue and gross margin by comparing them to the Engimplan CGU’s historical performance. |
• | We assessed management’s ability to accurately forecast by comparing forecasts made by management in the prior year to the actual performance of the Engimplan CGU. |
• | We evaluated the perpetual growth rate by comparing it to the Engimplan CGU’s historical performance and to external market and industry data. |
• | We also involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rate, by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities. |
For the year ended December 31, |
||||||||||||||||
in 000€, except per share data | Notes | 2021 |
2020* |
2019 |
||||||||||||
Revenue |
22.1 | |||||||||||||||
Cost of sales |
22.2 | ( |
) | ( |
) | ( |
) | |||||||||
Gross profit |
||||||||||||||||
Research and development expenses |
22.3 | ( |
) | ( |
) | ( |
) | |||||||||
Sales and marketing expenses |
22.4 | ( |
) | ( |
) | ( |
) | |||||||||
General and administrative expenses |
22.5 | ( |
) | ( |
) | ( |
) | |||||||||
Net other operating income |
22.6 | |||||||||||||||
Operating profit (loss) |
( |
) |
||||||||||||||
Financial expenses |
22.8 | ( |
) | ( |
) | ( |
) | |||||||||
Financial income |
22.9 | |||||||||||||||
Share in loss of joint venture, after tax |
8 | — | ( |
) | ( |
) | ||||||||||
Profit (loss) before taxes |
( |
) |
||||||||||||||
Income tax benefit/(expense) |
22.1 | ( |
) | ( |
) | |||||||||||
Net profit (loss) for the year |
( |
) |
||||||||||||||
Net profit (loss) attributable to: |
||||||||||||||||
The owners of the parent |
( |
) | ||||||||||||||
Non-controlling interest |
( |
) | ( |
) | ||||||||||||
Earnings per share attributable to the owners of the parent |
||||||||||||||||
Basic |
23 | ( |
) | |||||||||||||
Diluted |
23 | ( |
) |
* | The year 2020 has been adjusted retrospectively |
For the year ended December 31, |
||||||||||||||||
in 000€ | 2021 |
2020* |
2019 |
|||||||||||||
Net profit (loss) for the year |
( |
) |
||||||||||||||
Other comprehensive (loss)/ income |
||||||||||||||||
Items that are or may be reclassified subsequently to profit or loss |
||||||||||||||||
Exchange differences on translation of foreign operations |
( |
) | ||||||||||||||
Items that will not be reclassified to profit or loss |
||||||||||||||||
Fair value adjustment through OCI—Equity instruments |
10 | ( |
) | — | ||||||||||||
Other comprehensive (loss)/ income, net of taxes |
( |
) | ( |
) |
||||||||||||
Total comprehensive (loss)/ income for the year, net of taxes |
( |
) |
||||||||||||||
Total comprehensive (loss)/ income attributable to: |
||||||||||||||||
The owners of the parent |
( |
) | ||||||||||||||
Non-controlling interest |
( |
) | ( |
) | ( |
) |
* | The year 2020 has been adjusted retrospectively |
As of December 31, |
||||||||||||||||
in 000€ | Notes | 2021 |
2020* |
2019 |
||||||||||||
Assets |
||||||||||||||||
Non-current assets |
||||||||||||||||
Goodwill |
5 | |||||||||||||||
Intangible assets |
6 | |||||||||||||||
Property, plant & equipment |
7 | |||||||||||||||
Right-of-use |
7 | |||||||||||||||
Investments in joint ventures |
8 | |||||||||||||||
Deferred tax assets |
22.10 | |||||||||||||||
Investments in convertible loans |
10 | |||||||||||||||
Investments in non-listed equity instruments |
10 | |||||||||||||||
Other non-current assets |
10 | |||||||||||||||
Total non-current assets |
||||||||||||||||
Current assets |
||||||||||||||||
Inventories and contracts in progress |
9 | |||||||||||||||
Trade receivables |
11 | |||||||||||||||
Other current assets |
10 | |||||||||||||||
Cash and cash equivalents |
12 | |||||||||||||||
Total current assets |
||||||||||||||||
Total assets |
* | The year 2020 has been adjusted retrospectively |
As of December 31, |
||||||||||||||||
in 000€ | Notes | 2021 |
2020* |
2019 |
||||||||||||
Equity and liabilities |
||||||||||||||||
Equity |
||||||||||||||||
Share capital |
13 | |||||||||||||||
Share premium |
13 | |||||||||||||||
Retained earnings |
13 | ( |
) | ( |
) | |||||||||||
Other reserves |
13 | ( |
) | ( |
) | ( |
) | |||||||||
Equity attributable to the owners of the parent |
||||||||||||||||
Non-controlling interest |
13 | |||||||||||||||
Total equity |
||||||||||||||||
Non-current liabilities |
||||||||||||||||
Loans & borrowings |
15 | |||||||||||||||
Lease liabilities |
15 | |||||||||||||||
Deferred tax liabilities |
22.10 | |||||||||||||||
Deferred income |
18 | |||||||||||||||
Other non-current liabilities |
16 | |||||||||||||||
Total non-current liabilities |
||||||||||||||||
Current liabilities |
||||||||||||||||
Loans & borrowings |
15 | |||||||||||||||
Lease liabilities |
15 | |||||||||||||||
Trade payables |
||||||||||||||||
Tax payables |
17 | |||||||||||||||
Deferred income |
18 | |||||||||||||||
Other current liabilities |
19 | |||||||||||||||
Total current liabilities |
||||||||||||||||
Total equity and liabilities |
* | The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. See additional information in Notes 2 and 4. |
Attributable to the owners of the parent |
||||||||||||||||||||||||||||||
in 000€ | Notes | Share capital |
Share premium |
Retained earnings |
Other reserves |
Total |
Non- controlling interest |
Total equity |
||||||||||||||||||||||
At January 1, 2021 as reported* |
( |
) |
( |
) |
||||||||||||||||||||||||||
Completion of accounting for Materialise Motion business combination |
4 | |||||||||||||||||||||||||||||
At January 1, 2021 As adjusted * |
2 | ( |
) |
( |
) |
|||||||||||||||||||||||||
Net profit (loss) for the year |
( |
) | ||||||||||||||||||||||||||||
Other comprehensive income (loss) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Total comprehensive income (loss) |
( |
) |
( |
) |
||||||||||||||||||||||||||
Capital increase through public offering |
13 | ( |
) | |||||||||||||||||||||||||||
Capital increase through exercise of warrants |
13 | |||||||||||||||||||||||||||||
Incorporation NCI Tianjin Zhenyuan Materialise Medical Technology Ltd |
13 | |||||||||||||||||||||||||||||
Equity-settled share-based payment expense |
14 | |||||||||||||||||||||||||||||
At December 31, 2021 |
( |
) |
* | The year 2020 has been adjusted retrospectively to refle ct the final accounting of the business combination with Materialise Motion. See additional information in Notes 2 and 4. |
Attributable to the owners of the parent |
||||||||||||||||||||||||||||||||
in 000€ | Notes | Share capital |
Share premium |
Retained earnings |
Other reserves |
Total |
Non- controlling interest |
Total equity |
||||||||||||||||||||||||
At January 1, 2020 |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Net profit (loss) for the year |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Other comprehensive income (loss) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Total comprehensive income (loss) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||
Capital increase through conversion of convertible bonds |
13 | |||||||||||||||||||||||||||||||
Capital increase through exercise of warrants |
13 | |||||||||||||||||||||||||||||||
Acquisition NCI Engimplan |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Equity-settled share-based payment expense |
14 | |||||||||||||||||||||||||||||||
At December 31, 2020 |
( |
) |
( |
) |
Attributable to the owners of the parent |
||||||||||||||||||||||||||||||||
in 000€ | Notes | Share capital |
Share premium |
Retained earnings |
Other reserves |
Total |
Non- controlling interest |
Total equity |
||||||||||||||||||||||||
At January 1, 2019 |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Net profit (loss) for the year |
||||||||||||||||||||||||||||||||
Other comprehensive income (loss) |
( |
) | ||||||||||||||||||||||||||||||
Total comprehensive income (loss) |
( |
) |
||||||||||||||||||||||||||||||
Capital increase through exercise of warrants |
13 | |||||||||||||||||||||||||||||||
Acquisition NCI Engimplan |
||||||||||||||||||||||||||||||||
Equity-settled share-based payment expense |
14 | |||||||||||||||||||||||||||||||
At December 31, 2019 |
( |
) |
( |
) |
For the year ended December 31, |
||||||||||||||||
in 000€ |
Notes |
2021 |
2020* |
2019 |
||||||||||||
Operating activities |
||||||||||||||||
Net profit (loss) for the year* |
( |
) | ||||||||||||||
Non-cash and operational adjustments |
||||||||||||||||
Depreciation of property, plant & equipment |
7 | |||||||||||||||
Amortization of intangible assets |
6 | |||||||||||||||
Impairment of goodwill and intangible assets |
5; 6 | |||||||||||||||
Share-based payment expense |
14 | ( |
) | |||||||||||||
Loss (gain) on disposal of property, plant & equipment |
7 | |||||||||||||||
Movement in provisions |
||||||||||||||||
Movement in reserve for bad debt and slow moving inventory |
||||||||||||||||
Financial income |
22.9 | ( |
) | ( |
) | ( |
) | |||||||||
Financial expense |
22.8 | |||||||||||||||
Impact of foreign currencies |
( |
) | ||||||||||||||
Share in loss of joint venture (equity method) |
8 | |||||||||||||||
Income taxes and deferred taxes* |
22.10 | ( |
) | |||||||||||||
Fair value adjustment |
4; 10 | ( |
) | |||||||||||||
Other |
( |
) | ||||||||||||||
Working capital adjustment and income tax paid |
||||||||||||||||
Decrease (increase) in trade receivables and other current assets |
( |
) | ||||||||||||||
Decrease (increase) in inventories and contracts in progress |
( |
) | ( |
) | ||||||||||||
Increase in trade payables and other payables |
||||||||||||||||
Income tax paid |
( |
) | ( |
) | ( |
) | ||||||||||
Interest received |
||||||||||||||||
Net cash flow from operating activities |
* | The year 2020 has been adjusted retrospectively to reflect the fina l accounting of the business combination with Materialise Motion. See additional information in Notes 2 and 4. |
For the year ended December 31, |
||||||||||||||||
in 000€ |
Notes | 2021 |
2020* |
2019 |
||||||||||||
Investing activities |
||||||||||||||||
Purchase of property, plant & equipment |
7 | ( |
) | ( |
) | ( |
) | |||||||||
Purchase of intangible assets |
6 | ( |
) | ( |
) | ( |
) | |||||||||
Proceeds from the sale of property, plant, equipment and intangibles (net) |
||||||||||||||||
Acquisition of subsidiary (net of cash) |
4 | ( |
) | ( |
) | ( |
) | |||||||||
Investments in joint-ventures / shares |
8 | ( |
) | |||||||||||||
Convertible loan granted |
10 | ( |
) | ( |
) | ( |
) | |||||||||
Other equity investments in non-listed entities |
10 | ( |
) | ( |
) | |||||||||||
Interest received |
— | — | — | |||||||||||||
Net cash flow used in investing activities |
( |
) |
( |
) |
( |
) | ||||||||||
Financing activities |
||||||||||||||||
Proceeds from loans & borrowings |
15 | |||||||||||||||
Repayment of loans & borrowings |
15 | ( |
) | ( |
) | ( |
) | |||||||||
Repayment of leases |
15 | ( |
) | ( |
) | ( |
) | |||||||||
Capital increase in parent company |
13 | |||||||||||||||
Direct attributable expense capital increase |
13 | |||||||||||||||
Interest paid |
( |
) | ( |
) | ( |
) | ||||||||||
Other financial income (expense), net |
( |
) | ||||||||||||||
Net cash flow from financing activities |
( |
) |
||||||||||||||
Net increase/(decrease) of cash and cash equivalents |
( |
) |
||||||||||||||
Cash and cash equivalents at beginning of the year |
12 | |||||||||||||||
Exchange rate differences on cash and cash equivalents |
( |
) | ( |
) | ||||||||||||
Cash and cash equivalents at end of the year |
12 |
* | The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Matrialise Motion. See additional information in Notes 2 and 4. |
• | Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 (issued on 27 August 2020) |
• | Amendments to IFRS 4 Insurance Contracts – deferral of IFRS 9 (issued on 25 June 2020) |
• | Amendments to IFRS 16 Leases: Covid-19-Related Rent Concessions beyond 30 June 2021 (issued on 31 March 2021) – effective as from 1 April 2021 |
• | specify that an entity’s right to defer settlement must exist at the end of the reporting period; |
• | clarify that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement; |
• | clarify how lending conditions affect classification; and |
• | clarify requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. |
• |
Amendments to IFRS 3 Business Combinations |
• |
Amendments to IAS 16 Property, Plant and Equipment |
• |
Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets |
• |
Annual Improvements to IFRS Standards 2018–2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases. |
• | Our consolidated financial statements for the year ended December 31, 2020 appearing in our Annual Report on Form 20-F, as filed with the U.S. Securities and Exchange Commission on April 30, 2021 (the “FY 2020 Form 20-F”), included provisional accounting for the Materialise Motion (formerly RS Print) business combination. At approval of our 2020 consolidated financial statements by the Board, the deferred tax analysis was not yet finalized. |
As of December 31, 2020 |
||||||||||||
Retrospective adjustment impact on statement of financial position in 000€ |
As previously reported |
IFRS 3 Materialise Motion |
As adjusted |
|||||||||
Assets |
||||||||||||
Non-current assets |
||||||||||||
Goodwill |
( |
) | ||||||||||
Intangible assets |
— | |||||||||||
Property, plant & equipment |
— | |||||||||||
Right-of-use |
— | |||||||||||
Investments in joint ventures |
— | — | — | |||||||||
Deferred tax assets |
— | |||||||||||
Investments in convertible loans |
— | |||||||||||
Investments in non-listed equity instruments |
— | |||||||||||
Other non-current assets |
— | |||||||||||
Total non-current assets |
( |
) |
||||||||||
Current assets |
||||||||||||
Inventories and contracts in progress |
— | |||||||||||
Trade receivables |
— | |||||||||||
Other current assets |
— | |||||||||||
Cash and cash equivalents |
— | |||||||||||
Total current assets |
— |
|||||||||||
Total assets |
( |
) |
As of December 31, 2020 |
||||||||||||
As previously reported |
IFRS 3 Materialise Motion |
As adjusted |
||||||||||
Equity and liabilities |
||||||||||||
Equity |
||||||||||||
Share capital |
— | |||||||||||
Share premium |
— | |||||||||||
Consolidated reserves |
( |
) | ( |
) | ||||||||
Other comprehensive loss |
( |
) | — | ( |
) | |||||||
Equity attributable to the owners of the parent |
||||||||||||
Non-controlling interest |
— | — | — | |||||||||
Total equity |
||||||||||||
Non-current liabilities |
||||||||||||
Loans & borrowings |
— | |||||||||||
Lease liabilities |
— | |||||||||||
Deferred tax liabilities |
( |
) | ||||||||||
Deferred income |
— | |||||||||||
Other non-current liabilities |
— | |||||||||||
Total non-current liabilities |
( |
) |
||||||||||
Current liabilities |
||||||||||||
Loans & borrowings |
— | |||||||||||
Lease liabilities |
— | |||||||||||
Trade payables |
— | |||||||||||
Tax payables |
— | |||||||||||
Deferred income |
— | |||||||||||
Other current liabilities |
— | |||||||||||
Total current liabilities |
— |
|||||||||||
Total equity and liabilities |
( |
) |
For the year ended December 31, 2020 |
||||||||||||
Retrospective adjustment impact on income statement in 000€ |
As previously reported |
IFRS 3 Materialise Motion |
As adjusted |
|||||||||
Revenue |
— | |||||||||||
Cost of sales |
( |
) | — | ( |
) | |||||||
Gross profit |
— |
|||||||||||
Research and development expenses |
( |
) | — | ( |
) | |||||||
Sales and marketing expenses |
( |
) | — | ( |
) | |||||||
General and administrative expenses |
( |
) | — | ( |
) | |||||||
Net other operating income / (expenses) |
— | |||||||||||
Operating profit (loss) |
( |
) |
— |
( |
) | |||||||
Financial expenses |
( |
) | — | ( |
) | |||||||
Financial income |
— | |||||||||||
Share in loss of joint venture |
( |
) | — | ( |
) | |||||||
Loss before taxes |
( |
) |
— |
( |
) | |||||||
Income taxes |
||||||||||||
Net loss for the year |
( |
) |
( |
) | ||||||||
Net loss attributable to: |
||||||||||||
The owners of the parent |
( |
) | ( |
) | ||||||||
Non-controlling interest |
( |
) | — | ( |
) |
• | the fair value of the consideration transferred to the seller, plus |
• | the amount of any non-controlling interest in the acquiree, plus |
• | if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree re-measured at the acquisition date, less |
• | the fair value of the net identifiable assets acquired and assumed liabilities |
• Buildings: |
20-30 years | |
• Machinery: |
5-12 years | |
• IT assets: |
3-5 years | |
• Fixtures & Furniture: |
10-15 years | |
• Vehicles: |
2-4 years | |
• Leasehold Building Improvements: |
10 years |
• Property leased Assets: |
Lease terms up to 10 years or useful life of 10-15 years when reasonably certain that ownership will be obtained at the end of the lease | |
• Leased machines: |
Lease terms up to 10 years or useful life of 5-10 years when reasonably certain that ownership will be obtained at the end of the lease | |
• Leased vehicles: |
Lease terms up to 4 years or useful life of 4 years when reasonably certain that ownership will be obtained at the end of the lease |
• | the technical feasibility of completing the intangible asset so that the asset will be available for use or sale; |
• | its intention to complete and its ability to use or sell the asset; |
• | how the asset will generate future economic benefits; |
• | the availability of resources to complete the asset; and |
• | the ability to measure reliably the expenditure during development. |
• Software: |
3 years; | |
• Perpetual licences for ERP & front end software : |
10 years; | |
• Software with subscription license : |
subscription term | |
• Patents and licenses: |
10 years; | |
• Acquired customers and Technology: |
5-20 years; | |
• Order Backlog: |
Period over which orders will be completed. |
• | Raw materials: purchase cost on a first in, first out basis; and |
• | Finished goods and work in progress: cost of direct materials and labor and a proportion of manufacturing overheads based on the normal operating capacity, but excluding borrowing costs. |
• | Financial assets at amortized cost; |
• | Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments); |
• | Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments); and |
• | Financial assets at fair value through profit or loss. |
• | The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and |
• | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
• |
derivatives, also including the option acquired by the Group to purchase all shares of Link3D as disclosed in Note 4 and Note 10; |
• | convertible loan granted to the company Fluidda as disclosed in Note 10. |
• | The rights to receive cash flows from the asset have expired, or |
• | The Group has transferred its rights to receive cash flows from the assets. |
• | The financial liability is initially recognized at fair value and the fair value is reclassified from non-controlling interest and, for any amount higher than the non-controlling interest, from consolidated reserves. |
• | The fair value is determined as the present value of the redemption amount. |
• | Any change in the fair value as a result of a change in the estimated redemption price is recognized directly in consolidated reserves. Any unwinding effect of the present value of the redemption price is recognized directly in profit and loss (financial cost). |
• | No share of profit is allocated to the non-controlling interest. |
• | Upon exercise of the written put option, the carrying value will be offset with the cash payment received. When the written put option is not exercised, the carrying value of the financial liability is derecognized against non-controlling interest with the difference going to consolidated reserves. |
• | Identify the contract(s) with a customer; |
• | Identify the performance obligations in the contract; |
• | Determine the transaction price; |
• | Allocate the transaction price to the performance obligations in the contract; and |
• | Recognize revenue when (or as) the entity satisfies a performance obligation. |
• | Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and |
• | Receivables and payables that are stated with the amount of sales tax included. |
• | Assessing whether a performance obligation is distinct in a bundled sales transactions; |
• | Estimation of the variable considerations and the revenue constraint; |
• | Estimation of stand-alone selling prices for each distinct performance obligation; and |
• | The stage of completion of our custom development of software components for customers when revenues are satisfied over time. |
• | Whether the software license is distinct from the 3D printed guides — in most cases with contracts with collaborative partners in the Materialise Medical segment, the software licenses are combined with the manufacturing of the 3D printed guides, as the software license has no benefit to the customer without the manufacturing services. |
• | Whether the development services are distinct from other performance obligations — in most cases these performance obligations are distinct but for certain contracts, the software license may be combined with the license and the 3D printed guides as one distinct performance obligation. |
• | Quantities/volume sold at fixed prices related to, but not limited to, the manufacturing of 3D printed products, software licenses sold, maintenance renewals; |
• | Contractual prices may vary based on volume purchased during a given period; |
• | FTE expenses for development or other services billed on a time and material basis; and |
• | Volume rebates. |
• | K€ |
• | K€ |
• | Volatility is determined based on the Group’s average annualized volatility; |
• | The estimated life of the warrant is determined up to the first exercise period, which is typically the month after the vesting; |
• | The fair value of the shares is determined based on the Group’s share price on Nasdaq on the date of issuance. For the grants prior to the initial public offering, the fair value of the shares was estimated based on a discounted cash flow model with 3-year cash flow projections and a multiple of EBITDA determined based on a number of listed industry peers in the 3D printing industry; and |
• | The dividend yield is estimated based on the Group’s historical dividend payout. It is currently estimated at zero as no dividends have been paid since inception. |
• | estimated fair value of the acquired intangible assets; |
• | estimated fair value of property, plant and equipment; and |
• | estimated fair value of the contingent consideration. |
• | future expected cash flows from customer contracts and relationships, software license sales and maintenance agreements; |
• | the fair value of the plant and equipment |
• | the fair value of the deferred revenue; and |
• | discount rates. |
in 000€ | Carrying value at acquisition date |
Fair value adjustments |
Fair value at acquisition date |
|||||||||
Assets |
||||||||||||
Developed technology |
||||||||||||
Customer relations |
||||||||||||
Other intangible assets |
||||||||||||
Property, plant & equipment |
||||||||||||
Right-of-use |
||||||||||||
Deferred tax assets |
( |
) | ||||||||||
Other non-current financial assets |
||||||||||||
Inventory |
||||||||||||
Trade receivables |
||||||||||||
Other current assets |
||||||||||||
Cash & cash equivalents |
||||||||||||
Total Assets |
||||||||||||
Liabilities |
||||||||||||
Deferred tax liabilities |
( |
) | ( |
) | ||||||||
Loans & borrowings |
( |
) | ( |
) | ||||||||
Lease liabilities |
( |
) | ( |
) | ||||||||
Trade payables |
( |
) | ( |
) | ||||||||
Payroll related payables |
( |
) | ( |
) | ||||||||
Other liabilities |
( |
) | ( |
) | ||||||||
Total Liabilities |
( |
) |
( |
) |
( |
) | ||||||
Total identified assets and liabilities |
||||||||||||
Goodwill |
||||||||||||
Acquisition price |
Cash & cash equivalents acquired |
( |
) | ||
Acquisition price in cash RS Print shares |
||||
Acquisition price in cash RS Scan assets |
||||
Total cash flow |
in 000€ | Carrying value at acquisition date |
Fair value adjustments |
Fair value at acquisition date |
|||||||||
Assets |
||||||||||||
Software |
||||||||||||
Customer relations |
||||||||||||
Trademarks |
||||||||||||
Other intangible assets |
||||||||||||
Property, plant & equipment |
||||||||||||
Right-of-use |
||||||||||||
Other non-current financial assets |
||||||||||||
Inventory |
||||||||||||
Trade receivables |
||||||||||||
Other current assets |
||||||||||||
Cash from capital increase |
||||||||||||
Cash & cash equivalents |
||||||||||||
Total Assets |
||||||||||||
Liabilities |
||||||||||||
Deferred income |
( |
) | — | ( |
) | |||||||
Loans & borrowings |
( |
) | ( |
) | ||||||||
Lease liabilities |
( |
) | ( |
) | ||||||||
Trade payables |
( |
) | ( |
) | ||||||||
Tax payables |
( |
) | ( |
) | ||||||||
Payroll related payables |
( |
) | ( |
) | ||||||||
Other liabilities |
( |
) | ( |
) | ||||||||
Total Liabilities |
( |
) |
( |
) | ||||||||
Total identified assets and liabilities |
||||||||||||
Goodwill |
||||||||||||
Non-controlling interest |
( |
) | ||||||||||
Acquisition price |
Cash & cash equivalents acquired |
( |
) | ||
Cash from capital increase |
( |
) | ||
Acquisition price in cash |
||||
Total cash flow |
As of December 31, |
||||||||||||
in 000€ | 2021 |
2020* |
2019 |
|||||||||
CGU: MAT Software |
||||||||||||
CGU: e-Prototypy |
||||||||||||
CGU: ACTech |
||||||||||||
CGU: OrthoView |
||||||||||||
CGU: MAT NV Manufacturing (Metal) |
||||||||||||
CGU: Engimplan |
||||||||||||
CGU: Materialise Motion* |
||||||||||||
Total |
* | The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. See additional information in Notes 2 and 4. |
in 000€ | Gross |
Impairment |
Total |
|||||||||
At January 1, 2019 |
( |
) |
||||||||||
Additions |
||||||||||||
Currency translation |
||||||||||||
At December 31, 2019 |
( |
) |
||||||||||
Additions |
||||||||||||
Impairment |
( |
) | ( |
) | ||||||||
Currency translation |
( |
) | ( |
) | ||||||||
At December 31, 2020* |
( |
) |
||||||||||
Additions |
||||||||||||
Impairment |
( |
) | ( |
) | ||||||||
Currency translation |
||||||||||||
At December 31, 2021 |
( |
) |
* |
The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. See additional information in Notes 2 and 4. |
in 000€ |
Patents and licenses |
Software |
Acquired customers, technology |
Developed technology and software under construction |
Total |
|||||||||||||||
Acquisition value |
||||||||||||||||||||
At December 31, 2018 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Acquisition of a subsidiary |
||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ||||||||||||||
Transfer between accounts |
( |
) | ( |
) | ||||||||||||||||
Currency translation |
( |
) | ||||||||||||||||||
Other |
( |
) | ( |
) | ||||||||||||||||
At December 31, 2019 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Acquisition of a subsidiary |
||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Transfer between accounts |
( |
) | ( |
) | ||||||||||||||||
Currency translation |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Other |
||||||||||||||||||||
At December 31, 2020 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Acquisition of a subsidiary |
||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Transfer between accounts |
( |
) | ( |
) | ||||||||||||||||
Currency translation |
||||||||||||||||||||
Other |
||||||||||||||||||||
At December 31, 2021 |
in 000€ |
Patents and licenses |
Software |
Acquired customers, technology and backlogs |
Developed technology and software under construction |
Total |
|||||||||||||||
Amortization & Impairments |
||||||||||||||||||||
At December 31, 2018 |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Amortization charge for the year |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Disposals |
||||||||||||||||||||
Transfer between accounts |
( |
) |
||||||||||||||||||
Currency translation |
( |
) |
( |
) |
( |
) | ||||||||||||||
Other |
||||||||||||||||||||
At December 31, 2019 |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Amortization charge for the year |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Impairments |
( |
) |
( |
) |
( |
) | ||||||||||||||
Disposals |
( |
) |
||||||||||||||||||
Transfer between accounts |
||||||||||||||||||||
Currency translation |
||||||||||||||||||||
Other |
||||||||||||||||||||
At December 31, 2020 |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||
Amortization charge for the year |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Impairments |
( |
) |
( |
) | ||||||||||||||||
Disposals |
||||||||||||||||||||
Transfer between accounts |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Currency translation |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Other |
( |
) |
( |
) | ||||||||||||||||
At December 31, 2021 |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||
Net carrying value |
||||||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||
At December 31, 2020 |
||||||||||||||||||||
At December 31, 2019 |
||||||||||||||||||||
At January 1, 2019 |
in 000€ | Land and buildings |
Plant and equipment |
Right-of-use assets |
Construction in progress |
Total |
|||||||||||||||
Acquisition value |
||||||||||||||||||||
At January 1, 2019 |
||||||||||||||||||||
Impact of adoption of IFRS 16 |
— | — | — | |||||||||||||||||
Additions |
||||||||||||||||||||
Acquired from business combinations |
||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||
Transfers |
( |
) | ( |
) | ( |
) | ||||||||||||||
Currency Translation |
||||||||||||||||||||
Other |
— | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
At December 31, 2019 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Acquired from business combinations |
— | — | ||||||||||||||||||
Disposals |
— | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Transfers |
( |
) | ( |
) | ( |
) | ||||||||||||||
Currency Translation |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
At December 31, 2020 * |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Disposals |
— | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Transfers |
( |
) | ( |
) | ||||||||||||||||
Currency Translation |
||||||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||
Depreciation |
||||||||||||||||||||
At January 1, 2019 |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||
Depreciation charge for the year |
( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||
Acquired from business combinations |
— | — | — | — | — | |||||||||||||||
Disposals |
— | |||||||||||||||||||
Transfers |
( |
) | ( |
) | ||||||||||||||||
Currency Translation |
( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||
Other |
( |
) | — | |||||||||||||||||
At December 31, 2019 |
( |
) |
( |
) |
( |
) |
— |
( |
) | |||||||||||
Depreciation charge for the year |
( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||
Disposals |
— | — | ||||||||||||||||||
Transfers |
( |
) | ( |
) | — | ( |
) | |||||||||||||
Currency Translation |
— | |||||||||||||||||||
At December 31, 2020 |
( |
) |
( |
) |
( |
) |
— |
( |
) | |||||||||||
Depreciation charge for the year |
( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||
Disposals |
— | — | ||||||||||||||||||
Transfers |
( |
) | ( |
) | — | ( |
) | |||||||||||||
Currency Translation |
( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||
At December 31, 2021 |
( |
) |
( |
) |
( |
) |
— |
( |
) | |||||||||||
Net book value |
||||||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||
At December 31, 2020 |
||||||||||||||||||||
At December 31, 2019 |
||||||||||||||||||||
At January 1, 2019 |
• | the transfers from construction is mainly related to the new metal production site in Bremen. |
• | the transfer from Right-of-Use |
in 000€ |
Buildings |
Vehicles |
Equipment |
Total |
||||||||||||
Acquisition value |
||||||||||||||||
At January 1, 2020 |
||||||||||||||||
Additions |
||||||||||||||||
Acquired from business combinations |
||||||||||||||||
Modifications |
||||||||||||||||
Disposals |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Currency Translation |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Transfers |
( |
) |
( |
) |
( |
) | ||||||||||
Other |
||||||||||||||||
At December 31, 2020 |
||||||||||||||||
Additions |
||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Currency Translation |
||||||||||||||||
Transfers |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
At December 31, 2021 |
||||||||||||||||
Depreciation |
||||||||||||||||
At January 1, 202 0 |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Depreciation charge for the year |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Disposals |
||||||||||||||||
Transfers |
||||||||||||||||
Currency Translation |
||||||||||||||||
Other |
||||||||||||||||
At December 31, 2020 |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Depreciation charge for the year |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Disposals |
||||||||||||||||
Currency Translation |
( |
) | ( |
) | ( |
) | ||||||||||
Transfers |
||||||||||||||||
At December 31, 2021 |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Net book value |
||||||||||||||||
At December 31, 2021 |
||||||||||||||||
At January 1, 2021 |
(in 000€) | 2021 |
|||
Depreciation expense |
( |
) | ||
Interest expense on lease liabilities |
( |
) | ||
Expenses related to short-term leases/ low-value assets/ variable lease payments |
( |
) |
(in 000€) | 2021 |
|||
Potential (non-discounted) cash flows for terminations options that are not reasonably certain to be exercised: |
||||
Potential (non-discounted) cash flows for extensions options that are reasonably certain to be exercised |
in 000€ | ||||
Carrying value as of December 31, 2018 |
||||
Additional investment |
||||
Transfer from receivables |
( |
) | ||
Share in loss |
( |
) | ||
Carrying value as of December 31, 2019 |
||||
Additional investment |
||||
Transfer from receivables |
||||
Share in loss of the Joint venture |
( |
) | ||
Gain from remeasurement previously held equity method investment at fair value |
||||
Accounted for as Business Combination |
( |
) | ||
Carrying value as of December 31, 2020 |
||||
Additional investment |
||||
Transfer to receivables |
||||
Share in loss of the Joint venture |
||||
Gain from remeasurement previously held equity method investment at fair value |
||||
Accounted for as Business Combination |
||||
Carrying value as of December 31, 2021 |
As of December 31, |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Raw materials |
||||||||||||
Work in progress |
||||||||||||
Finished goods |
||||||||||||
Contracts in progress |
||||||||||||
Total inventories and contracts in progress |
Investments in convertible loans |
As of December 31, |
|||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Convertible loan |
||||||||||||
Total |
Investments in non-listed equity instruments |
As of December 31, |
|||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Non-listed equity investments |
||||||||||||
Total |
Other non-current assets |
As of December 31, |
|||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Tax credits |
||||||||||||
Guarantees and deposits |
||||||||||||
Non-current receivable on joint venture |
— | — | ||||||||||
Loan to Link3D incl capitalized interest |
— | — | ||||||||||
LT deferred charges |
— | — | ||||||||||
Other |
||||||||||||
Total |
As of December 31, |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Deferred charges |
||||||||||||
Tax credits |
||||||||||||
Accrued income |
||||||||||||
Other tax receivables |
||||||||||||
Grants |
||||||||||||
Other non-trade receivables |
||||||||||||
Total other current assets |
As of December 31, |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Trade receivables |
||||||||||||
Allowance for doubtful accounts |
( |
) | ( |
) | ( |
) | ||||||
Total |
in 000€ | ||||
At January 1, 2019 |
( |
) | ||
Addition |
( |
) | ||
Usage |
||||
Reversal |
||||
At December 31, 2019 |
( |
) | ||
Addition |
( |
) | ||
Usage |
||||
Reversal |
||||
At December 31, 2020 |
( |
) | ||
Addition |
( |
) | ||
Usage |
||||
Reversal |
||||
At December 31, 2021 |
( |
) |
As of December 31, |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Cash at bank |
||||||||||||
Cash equivalents |
||||||||||||
Total |
in 000€, except share data | Total number of ordinary shares |
Total share- holders’ capital |
Total share- premium |
|||||||||
Outstanding at Jauary 1, 2019 |
||||||||||||
Capital increase through exercise of warrants |
||||||||||||
Equity-settled share-based payments expense |
— | — | ||||||||||
Outstanding at December 31, 2019 |
||||||||||||
Capital increase through exercise of warrants |
||||||||||||
Capital increase through exercise of convertible bonds |
— | |||||||||||
Equity settled share-based payments expense |
— | — | ||||||||||
Merger with Ailanthus NV |
— | |||||||||||
Cancellation treasury shares (Ailanthus NV) |
( |
) | ( |
) | — | |||||||
Outstanding at December 31, 2020 |
||||||||||||
Capital increase through exercise of warrants |
||||||||||||
Capital increase through public offering |
||||||||||||
Equity settled share-based payments expense |
— | — | ||||||||||
Outstanding on December 31, 2021 |
• | The capital increase via exercise of warrants of K€ |
• | The share-based payment expense of K€ |
• | The public offering of K€ |
As of December 31, |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Legal reserve |
||||||||||||
Other reserves |
( |
) | ||||||||||
Equity-settled share-based payment expense |
||||||||||||
Other Comprehensive Income (loss) |
( |
) | ( |
) | ( |
) | ||||||
Other reserves |
( |
) |
( |
) |
( |
) |
in ‘000€ |
Currency Translation Differences & Other |
Fair value adjustment equity investments |
Total OCI attributable to the shareholder |
|||||||||
At January 1, 2019 |
( |
) |
— |
( |
) | |||||||
Currency translation impact |
— | |||||||||||
At December 31, 2019 |
( |
) |
— |
( |
) | |||||||
Currency translation impact |
( |
) | — | ( |
) | |||||||
Fair value adjustment |
— | |||||||||||
Acquisition non-controlling interest—OCI |
( |
) | — | ( |
) | |||||||
At December 31, 2020 |
( |
) |
( |
) | ||||||||
Currency translation impact |
— | |||||||||||
Fair value adjustment |
— | ( |
) | ( |
) | |||||||
At December 31, 2021 |
( |
) |
( |
) |
( |
) |
2021 |
2020 |
2019 |
||||||||||
Outstanding at January 1 |
||||||||||||
Granted |
||||||||||||
Forfeited / Cancelled |
( |
) | ( |
) | ( |
) | ||||||
Exercised |
( |
) | ( |
) | ( |
) | ||||||
Outstanding at December 31 |
||||||||||||
Exercisable at December 31 |
2021 |
2020 |
2019 |
||||||||||
Outstanding at January 1 |
||||||||||||
Granted |
||||||||||||
Forfeited / Cancelled |
( |
) | ( |
) | ||||||||
Exercised |
( |
) | ( |
) | ||||||||
Outstanding at December 31 |
||||||||||||
Exercisable at December 31 |
2021 |
2020 |
2019 |
||||||||||
Outstanding at January 1 |
||||||||||||
Granted |
||||||||||||
Forfeited / Cancelled |
( |
) | ( |
) | ( |
) | ||||||
Exercised |
( |
) | ( |
) | ( |
) | ||||||
Outstanding at December 31 |
||||||||||||
Exercisable at December 31 |
2021 |
2020 |
2019 |
||||||||||
Outstanding at January 1 |
||||||||||||
Granted |
||||||||||||
Forfeited / Cancelled |
( |
) | ( |
) | ( |
) | ||||||
Exercised |
( |
) | ( |
) | ||||||||
Outstanding at December 31 |
||||||||||||
Exercisable at December 31 |
2015 (Sept 16) |
2015 (Nov) |
IPO 2014 (Nov) |
IPO 2014 (June) |
2013 (Dec) * |
2013 (Oct) * |
|||||||||||||||||||
Return dividend |
% | % | % | % | % | % | ||||||||||||||||||
Expected volatility |
% | % | % | % | % | % | ||||||||||||||||||
Risk-free interest rate |
% | % | % | % | % | % | ||||||||||||||||||
Expected life |
||||||||||||||||||||||||
Exercise price (in €) |
||||||||||||||||||||||||
Stock price (in €) |
||||||||||||||||||||||||
Fair value SAR (in €) |
(*) | Exercise price, stock price and fair value are not adjusted for the 1 to 4 stock-split completed in June 2014. |
• | The dividend return is estimated by reference to the historical dividend payments of the Group. Currently, this is estimated to be zero as no dividends have been paid since inception; |
• | Expected volatility is estimated based on the average annualized volatility of the volatility of the Group’s stock (until September 2016: of a number of quoted peers in the 3D printing industry and the volatility of the Group’s stock); |
• | Risk-free interest rate is based on the interest rate applicable for the 10Y Belgian government bond at the grant date; |
• | Estimated life of the warrant is determined to be until the first exercise period which is typically the month after vesting; and |
• | Fair value of the shares is determined based on the share price of the Group on Nasdaq at the date of valuation. For the grants prior to the initial public offering, the fair value of the shares was estimated based on a discounted cash flow model with 3-year cash flow projections and a multiple of EBITDA determined based on a number of quoted peers in the 3D printing industry. |
2021 |
2020 |
2019 |
||||||||||
Outstanding at January 1 |
||||||||||||
Granted |
||||||||||||
Forfeited / Cancelled |
( |
) | ( |
) | ( |
) | ||||||
Exercised |
( |
) | ( |
) | ( |
) | ||||||
Outstanding at December 31 |
||||||||||||
Exercisable at December 31 |
2021 |
2020 |
2019 |
||||||||||
Return dividend |
% | % | % | |||||||||
Expected volatility |
% | % | % | |||||||||
Risk-free interest rate |
% | - |
% | % | ||||||||
Expected life |
||||||||||||
Exercise price (in €) |
||||||||||||
Stock price (in €) |
||||||||||||
Fair value SAR (in €) |
2021 |
2020 |
2019 |
||||||||||
Outstanding at January 1 |
||||||||||||
Granted |
||||||||||||
Forfeited / Cancelled |
( |
) | ||||||||||
Exercised |
||||||||||||
Outstanding at December 31 |
||||||||||||
Exercisable at December 31 |
2014 |
||||
Return dividend |
% | |||
Expected volatility |
% | |||
Risk-free interest rate |
% | |||
Expected life |
||||
Exercise price |
||||
Fair value option |
As of December 31 |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
K€35,000 EIB bank loan |
||||||||||||
K€28,000 acquisition bank loan |
||||||||||||
K€18,000 secured bank loans |
||||||||||||
K€12,300 bank loans ACTech |
||||||||||||
K€9,050 other facility loans |
||||||||||||
Bank investment loans—top 20 outstanding |
||||||||||||
Bank investment loans—other |
||||||||||||
Lease liabilities |
||||||||||||
Institutional loan |
||||||||||||
Convertible bonds |
||||||||||||
Related party loan |
||||||||||||
Total loans and borrowings |
||||||||||||
Current |
||||||||||||
Non-Current |
For the year ended December 31 |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
At January 1, |
||||||||||||
Proceeds from loans & borrowings |
||||||||||||
Repayment of loans & borrowings |
( |
) | ( |
) | ( |
) | ||||||
New leases |
||||||||||||
Repayment of leases |
( |
) | ( |
) | ( |
) | ||||||
Loans acquired from business combination |
||||||||||||
Net foreign exchange movements |
( |
) | ( |
) | ( |
) | ||||||
At December 31, |
16 |
Other non-current liabilities |
As of December 31, |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Advances received on contracts |
||||||||||||
Provisions |
||||||||||||
Other |
||||||||||||
Total |
17 |
Tax payables |
18 |
Deferred income |
As of December 31 |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Deferred maintenance & license |
||||||||||||
Deferred (project) fees |
||||||||||||
Deferred government grants |
||||||||||||
Total |
||||||||||||
current |
||||||||||||
non-current |
19 |
Other current liabilities |
As of December 31 |
||||||||||||
in 000€ | 2021 |
2020 |
2019 |
|||||||||
Payroll-related liabilities |
||||||||||||
Non-income tax payables |
||||||||||||
Accrued charges |
||||||||||||
Advances received |
||||||||||||
RapidFit+ amounts payable to former shareholders |
||||||||||||
Derivatives |
||||||||||||
Cash settled share-based payment plan |
||||||||||||
Other current liabilities |
||||||||||||
Total |
20 |
Fair value |
Carrying value |
Fair value |
|||||||||||||||||||||||
in 000€ | 2021 |
2020 |
2019 |
2021 |
2020 |
2019 |
||||||||||||||||||
Financial assets |
||||||||||||||||||||||||
Financial assets measured at amortized cost |
||||||||||||||||||||||||
Trade receivables (current) |
||||||||||||||||||||||||
Other financial assets (non-current) |
||||||||||||||||||||||||
Other current non-trade receivables |
||||||||||||||||||||||||
Cash & cash equivalents |
||||||||||||||||||||||||
Total financial assets measured at amortised cost |
||||||||||||||||||||||||
Financial assets at fair value through profit or loss |
||||||||||||||||||||||||
Derivatives |
||||||||||||||||||||||||
Convertible loan |
||||||||||||||||||||||||
Total financial assets measured at fair value through profit and loss |
||||||||||||||||||||||||
Financial assets at fair value through OCI |
||||||||||||||||||||||||
Non-listed equity investments |
||||||||||||||||||||||||
Total financial assets at fair value through OCI |
• | The carrying value of the cash and cash equivalents and the current receivables approximate their fair value due to their short term character; |
• | The fair value of the derivatives has been determined based on a mark-to-market |
• | Other current non-trade receivables are being evaluated on the basis of their credit risk and interest rate. Their fair value is not different from their carrying value on December 31, 2021, 2020 and 2019 |
• |
Other non-current financial assets are being evaluated on the basis of their credit risk and interest rate which are considered as level 2 inputs. Their fair value is not considered different from their carrying value given the related interest rate is revised on a regular basis. |
• | The non-listed equity investments, mainly representing the investment AM Flow (via an investment in AM Danube, one of the shareholders of AM Flow) for K€ |
• | AM Flow is a non-listed entity; |
• | The Group only has an insignificant interest in AM Flow BV (approx. |
• | The Group has no representatives in the Board of Directors of AM Flow BV; and |
• | Insufficient more recent information is available to measure fair value; |
• | For the non-listed equity investment in Essentium, as of December 31, 2021, Materialise recorded a remeasurement of fair value to zero through OCI (K€ |
• |
The derivatives include the option acquistion for Link3D for $ |
• | The convertible loan granted to Fluidda was measured at fair value. As of December 31, 2021, management determined the fair value based upon level 3 inputs as follows: |
• | The Group determined that the fair value of the convertible loan as at December 31, 2021 amounted to K€ start-up company which offers turnkey contract research services for drug development and medical device development. Fluidda is currently loss-making. The convertible loan has a duration of |
Carrying value |
Fair value |
|||||||||||||||||||||||
in 000€ | 2021 |
2020 |
2019 |
2021 |
2020 |
2019 |
||||||||||||||||||
Financial liabilities measured at amortized cost |
||||||||||||||||||||||||
Loans & Borrowings including lease liabilities |
||||||||||||||||||||||||
Trade payables |
||||||||||||||||||||||||
Other liabilities excl. written put option on NCI |
||||||||||||||||||||||||
Total financial liabilities measured at amortized cost |
||||||||||||||||||||||||
Financial liabilities measured at fair value |
||||||||||||||||||||||||
Contingent consideration |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Cash settled share based payments |
— | |||||||||||||||||||||||
Written put option on NCI |
||||||||||||||||||||||||
Derivatives |
||||||||||||||||||||||||
Total financial liabilities measured at fair value |
||||||||||||||||||||||||
Total non-current |
||||||||||||||||||||||||
Total current |
• | The carrying value of current liabilities approximates their fair value due to the short term character of these instruments; |
• | Loans and borrowings are evaluated based on their interest rates and maturity date. Most interest bearing debts have fixed interest rates and their fair value is subject to changes in interest rates and individual creditworthiness. Their carrying value approximates their fair value; |
• | The fair value of the derivatives has been determined based on a mark-to-market |
• | The fair value of the written put option on non-controlling interest has been determined based on the present value of the redemption amount (level 3 inputs); |
• | The fair value of the cash-settled share based payments has been determined based on a Black-Scholes model using inputs that are level 1 (stock-price and risk-free interest rate) as well as level 2 (e.g. volatility). We refer to Note 14. |
Convertible Loans Ditto & Fluidda |
Fair Value Evolution |
|||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
As at 1 January |
— |
|||||||||||
Addition |
— |
|||||||||||
Remeasurement |
— |
— |
||||||||||
Capitalized interests |
— |
|||||||||||
Reimbursement Ditto convertible loan |
( |
) |
— |
— |
||||||||
As at 31 December |
Written Put Option on NCI RapdFit+ |
Fair Value Evolution |
|||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
As at 1 January |
||||||||||||
Remeasurement |
— |
— |
||||||||||
Payout put-option PMV |
( |
) |
— |
— |
||||||||
As at 31 December |
— |
• | Level 1: quoted (unadjusted) prices in active markets for identical assets and liabilities; |
• | Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and |
• | Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data. |
21 |
Segment information |
• | The Materialise Medical segment, which develops and delivers medical software solutions, medical devices and other related products and services; |
• | The Materialise Manufacturing segment, which delivers 3D printed products and related services; and |
• | The Materialise Software segment, which develops and delivers additive manufacturing software solutions and related services. |
in 000€ | Materialise Software |
Materialise Medical |
Materialise Manufacturing |
Total segments |
Unallocated |
Consolidated |
||||||||||||||||||
For the year ended December 31, 2021 |
||||||||||||||||||||||||
Revenues |
— | |||||||||||||||||||||||
Segment Adjusted EBITDA |
( |
) | ||||||||||||||||||||||
Segment Adjusted EBITDA % |
% | % | % | % | — | % | ||||||||||||||||||
For the year ended December 31, 2020 |
||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Segment Adjusted EBITDA |
( |
) | ||||||||||||||||||||||
Segment Adjusted EBITDA % |
% | % | % | % | — | % | ||||||||||||||||||
For the year ended December 31, 2019 |
||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Segment Adjusted EBITDA |
( |
) | ||||||||||||||||||||||
Segment Adjusted EBITDA % |
% | % | % | % | — | % |
For the year ended December 31, |
||||||||||||
in 000€ |
2021 |
2020* |
2019 |
|||||||||
Segment Adjusted EBITDA |
||||||||||||
Depreciation, amortization and impairment |
( |
) |
( |
) |
( |
) | ||||||
Corporate research and development |
( |
) |
( |
) |
( |
) | ||||||
Corporate headquarter costs |
( |
) |
( |
) |
( |
) | ||||||
Other operating income (expense) |
||||||||||||
Fair value adjustment 50% Materialise Motion |
— |
— |
||||||||||
Impairments |
( |
) |
( |
) |
— |
|||||||
Operating (loss)/ profit |
( |
) |
||||||||||
Financial expenses |
( |
) |
( |
) |
( |
) | ||||||
Financial income |
||||||||||||
Income taxes |
( |
) |
( |
) | ||||||||
Share in loss of joint venture |
— |
( |
) |
( |
) | |||||||
Net profit (loss) for the year |
( |
) |
* | The year 2020 has been retrospectively adjusted to reflect the final accounting of the business combination with Materialise Motion. See additional information in Notes 2 and 4. |
As of December 31, |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
United States of America |
||||||||||||
Americas other than USA |
||||||||||||
Belgium |
||||||||||||
Germany |
||||||||||||
France |
||||||||||||
Switzerland |
||||||||||||
United Kingdom |
||||||||||||
Italy |
||||||||||||
Netherlands |
||||||||||||
Other Europe |
||||||||||||
Asia Pacific |
||||||||||||
Total |
As of December 31, |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
United States of America (USA) |
||||||||||||
Americas other than USA |
||||||||||||
Belgium |
||||||||||||
Germany |
||||||||||||
Poland |
||||||||||||
Rest of Europe |
||||||||||||
Asia-Pacific |
||||||||||||
Total |
22 |
Income and expenses |
For the year ended December 31, 2021 |
||||||||||||||||||||||||
in 000€ | Materialise Software |
Materialise Medical |
Materialise Manufacturing |
Total segments |
Unallocated |
Consolidated |
||||||||||||||||||
Geographical markets |
||||||||||||||||||||||||
United States of America (USA) |
— | |||||||||||||||||||||||
Americas other than USA |
— | |||||||||||||||||||||||
Europe (without Belgium) & Africa |
— | |||||||||||||||||||||||
Belgium |
— | |||||||||||||||||||||||
Asia Pacific |
— | |||||||||||||||||||||||
Total revenue from contracts with customers |
— | |||||||||||||||||||||||
Type of goods or service |
||||||||||||||||||||||||
Software revenue (non-medical) |
— | — | — | |||||||||||||||||||||
Software revenue (medical) |
— | — | — | |||||||||||||||||||||
Medical devices and services |
— | — | — | |||||||||||||||||||||
Manufacturing |
— | — | — | |||||||||||||||||||||
Other |
— | — | — | — | — | |||||||||||||||||||
Total revenue from contracts with customers |
— | |||||||||||||||||||||||
Timing of revenue recognition |
||||||||||||||||||||||||
Goods/Services transferred at a point in time |
— | |||||||||||||||||||||||
Goods/Services transferred over time |
— | |||||||||||||||||||||||
Total revenue from contracts with customers |
— |
For the year ended December 31, 2020 |
||||||||||||||||||||||||
in 000€ | Materialise Software |
Materialise Medical |
Materialise Manufacturing |
Total segments |
Unallocated |
Consolidated |
||||||||||||||||||
Geographical markets |
||||||||||||||||||||||||
United States of America (USA) |
— | |||||||||||||||||||||||
Americas other than USA |
— | |||||||||||||||||||||||
Europe (without Belgium) & Africa |
— | |||||||||||||||||||||||
Belgium |
||||||||||||||||||||||||
Asia Pacific |
— | |||||||||||||||||||||||
Total revenue from contracts with customers |
||||||||||||||||||||||||
Type of goods or service |
||||||||||||||||||||||||
Software revenue (non-medical) |
— | — | — | |||||||||||||||||||||
Software revenue (medical) |
— | — | — | |||||||||||||||||||||
Medical devices and services |
— | — | — | |||||||||||||||||||||
Manufacturing |
— | — | — | |||||||||||||||||||||
Other |
— | — | — | — | — | |||||||||||||||||||
Total revenue from contracts with customers |
||||||||||||||||||||||||
Timing of revenue recognition |
||||||||||||||||||||||||
Goods/Services transferred at a point in time |
||||||||||||||||||||||||
Goods/Services transferred over time |
— | |||||||||||||||||||||||
Total revenue from contracts with customers |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
Software revenue (non-medical) |
||||||||||||
Software revenue (medical) |
||||||||||||
Medical devices and services |
||||||||||||
Manufacturing |
||||||||||||
Other |
||||||||||||
Total |
As of December 31, |
||||||||
in 000€ | 2021 |
2020 |
||||||
Trade receivables, included in ‘trade and other receivables’ |
||||||||
Contract assets / contracts in progress |
||||||||
Contract liabilities / deferred income /advances receive d on contracts |
• | Maintenance services: maintenance services are typically billed at the beginning of the maintenance period resulting in deferred income that is recognized on a straightline basis over the maintenance period. |
• | Software licenses: certain software licenses may have been billed prior to the delivery of the software key or time-based software licenses may have been billed up-front resulting in a deferred income balance. |
• | Certain agreements in the medical segment include up-front fees such as step-in fees or milestone payments which are billed at inception of the contract but which are allocated to performance obligations which are satisfied at a later time in the contract term or which have not been recognized considering the revenue constraint (i.e. may have to be credited when customer achieves certain volume targets). In addition, certain contracts include prepaid fees for volume “Plan Only” purchases for which the purchased services are only delivered during a one year period. Those fees result in deferred income which are recognized as revenue when services/products are delivered and revenue is not constrainted. |
• | Certain development services are satisfied while the services can only billed at certain pre-defined points in time or when the services are fully satisfied resulting in contracts in progress / contract assets. |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
Purchase of goods and services |
( |
) |
( |
) |
( |
) | ||||||
Amortization and depreciation |
( |
) |
( |
) |
( |
) | ||||||
Payroll expenses |
( |
) |
( |
) |
( |
) | ||||||
Work in Progress |
( |
) |
( |
) | ||||||||
Total |
( |
) |
( |
) |
( |
) |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
Purchase of goods and services |
( |
) |
( |
) |
( |
) | ||||||
Amortization and depreciation |
( |
) |
( |
) |
( |
) | ||||||
Payroll expenses |
( |
) |
( |
) |
( |
) | ||||||
Other |
— |
( |
) |
( |
) | |||||||
Total |
( |
) |
( |
) |
( |
) |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
Purchase of goods and services |
( |
) |
( |
) |
( |
) | ||||||
Amortization and depreciation |
( |
) |
( |
) |
( |
) | ||||||
Payroll expenses |
( |
) |
( |
) |
( |
) | ||||||
Other |
— |
( |
) |
( |
) | |||||||
Total |
( |
) |
( |
) |
( |
) |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
Purchase of goods and services |
( |
) |
( |
) |
( |
) | ||||||
Amortization and depreciation |
( |
) |
( |
) |
( |
) | ||||||
Payroll expenses |
( |
) |
( |
) |
( |
) | ||||||
Other |
— |
( |
) | |||||||||
Total |
( |
) |
( |
) |
( |
) |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020* |
2019 |
|||||||||
Government grants |
||||||||||||
Amortization intangibles purchase price allocation |
( |
) |
( |
) |
( |
) | ||||||
Allowance for doubtful debtors |
( |
) |
( |
) |
||||||||
Capitalized expenses (asset construction) |
||||||||||||
Tax Credits |
||||||||||||
Personnel related income |
— |
— |
||||||||||
Fair value adjustment Materialise Motion |
— |
— |
||||||||||
Impairment Engimplan |
— |
( |
) |
— |
||||||||
Impairment Metal Belgium (Aldema) |
( |
) |
— |
— |
||||||||
Other |
||||||||||||
Total |
* |
The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
Short-term employee benefits |
( |
) |
( |
) |
( |
) | ||||||
Social security expenses |
( |
) |
( |
) |
( |
) | ||||||
Expenses defined contribution plans |
( |
) |
( |
) |
( |
) | ||||||
Other employee expenses |
( |
) |
( |
) |
( |
) | ||||||
Total |
( |
) |
( |
) |
( |
) | ||||||
Total registered employees at the end of the period |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
Interest expense |
( |
) |
( |
) |
( |
) | ||||||
Foreign exchange losses |
( |
) |
( |
) |
( |
) | ||||||
Other financial expenses |
( |
) |
( |
) |
( |
) | ||||||
Total |
( |
) |
( |
) |
( |
) |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
interest income |
||||||||||||
Foreign exchange gains |
||||||||||||
Other finance income |
||||||||||||
Total |
As of December 31, |
||||||||||||
in 000€ |
2021 |
2020* |
2019 |
|||||||||
Current income tax |
( |
) |
( |
) | ||||||||
Deferred income taxes * |
||||||||||||
Total income taxes for the period |
( |
) |
( |
) |
* |
The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. See additional information in Notes 2 and 4. |
Asset/(liability) |
Income/(expense) |
|||||||||||||||||||||||
in 000€ |
2021 |
2020* |
2019 |
2021 |
2020* |
2019 |
||||||||||||||||||
Tax losses, notional interest deduction and other tax credits |
||||||||||||||||||||||||
Amortization development assets and other intangible assets |
||||||||||||||||||||||||
Depreciation property, plant & equipment |
||||||||||||||||||||||||
Leases |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other items |
||||||||||||||||||||||||
Total deferred tax assets |
( |
) | ||||||||||||||||||||||
Property, plant & equipment |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Intangible assets |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Investment grants |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Inventory valuation |
( |
) | ( |
) | ||||||||||||||||||||
Other items |
— | — | ( |
) | ||||||||||||||||||||
Total deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Netting |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total deferred tax assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities , net |
( |
) | ( |
) |
( |
) |
— |
— |
— |
|||||||||||||||
Total deferred tax income (expense) |
( |
) |
( |
) |
* |
The year 2020 has been adjusted retrospectively to reflect the final accounting of the business combination with Materialise Motion. See additional information in Notes 2 and 4. |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020* |
2019 |
|||||||||
Profit (loss) before taxes |
( |
) |
||||||||||
Income tax at statutory rate of 25% (2019: 29.58%) |
( |
) |
( |
) | ||||||||
Effect of different local tax rate |
||||||||||||
Tax adjustments to the previous period |
( |
) |
( |
) | ||||||||
Non-deductible expenses |
( |
) |
( |
) |
( |
) | ||||||
Research and development tax credits |
||||||||||||
Patent income deduction / innovation income deduction |
||||||||||||
Non recognition of deferred tax asset |
( |
) |
( |
) |
( |
) | ||||||
Recognition of deferred tax assets on previous year’s tax losses |
||||||||||||
Non-taxable income |
||||||||||||
Use of previous year’s tax losses and tax credits for which no deferred tax assets was recognized |
||||||||||||
Taxes on other basis |
( |
) |
( |
) |
||||||||
Other |
( |
) |
( |
) |
( |
) | ||||||
Income tax benefit (expense) as reported in the consolidated income statement |
( |
) |
( |
) |
* | The year 2020 has been adjusted retrospectively |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020* |
2019 |
|||||||||
Net profit (loss) attributable to ordinary equity holders of the parent for basic earnings |
( |
) |
||||||||||
Interest on convertible bonds |
— |
— |
||||||||||
Net profit (loss) attributable to ordinary equity holders of the parent adjusted for the effect of dilution |
( |
) |
* | The year 2020 has been adjusted retrospectively |
For the year ended December 31 |
||||||||||||
in 000 |
2021 |
2020 |
2019 |
|||||||||
Weighted average number of ordinary shares for basic earnings per share |
||||||||||||
Effect of dilution: |
||||||||||||
Warrants |
— |
|||||||||||
Convertible loan |
— |
— |
||||||||||
Weighted average number of ordinary shares adjusted for effect of dilution |
For the year ended December 31 |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Earnings per share attributable to the owners of the parent |
||||||||||||
Basic |
( |
) |
||||||||||
Diluted |
( |
) |
24 |
Commitments and contingent liabilities |
25 |
Risks |
in 000€ | Less than 1 year |
2 to 3 years |
4-5 years |
More than 5 years |
Total |
|||||||||||||||
At December 31, 2021 |
||||||||||||||||||||
Loans & borrowings |
||||||||||||||||||||
Lease liabilities |
||||||||||||||||||||
Trade payables |
||||||||||||||||||||
Other current liabilities |
||||||||||||||||||||
Total |
||||||||||||||||||||
Less than 1 year |
2 to 3 years |
4-5 years |
More than 5 years |
Total |
||||||||||||||||
At December 31, 2020 |
||||||||||||||||||||
Loans & borrowings |
||||||||||||||||||||
Lease liabilities |
||||||||||||||||||||
Trade payables |
||||||||||||||||||||
Other current liabilities |
||||||||||||||||||||
Total |
||||||||||||||||||||
Less than 1 year |
2 to 3 years |
4-5 years |
More than 5 years |
Total |
||||||||||||||||
At December 31, 2019 |
||||||||||||||||||||
Loans & borrowings |
||||||||||||||||||||
Lease liabilities |
||||||||||||||||||||
Trade payables |
||||||||||||||||||||
Other current liabilities |
||||||||||||||||||||
Total |
in 000€ | Total |
Non-due |
Less than 30 days |
31-60 days |
61-90 days |
91-180 days |
More than 181 days |
|||||||||||||||||||||
December 31, 2021 |
||||||||||||||||||||||||||||
December 31, 2020 |
||||||||||||||||||||||||||||
December 31, 2019 |
26 |
Related party transactions |
For the year ended December 31 |
||||||||||||
in 000€ |
2021 |
2020 |
2019 |
|||||||||
Short-term employee benefits |
||||||||||||
Post-employment benefits |
||||||||||||
Total |
||||||||||||
Warrants granted |
||||||||||||
Warrants outstanding |
in 000€ |
Sale of goods to |
Purchases from |
Depreciation |
Interest expense |
Right-of-Use Assets |
Receivables |
Lease liabilities |
Other liabilities |
||||||||||||||||||||||||
Non-executive directors of the Group |
||||||||||||||||||||||||||||||||
2021 |
||||||||||||||||||||||||||||||||
2020 |
||||||||||||||||||||||||||||||||
2019 |
||||||||||||||||||||||||||||||||
Shareholders of the Group |
||||||||||||||||||||||||||||||||
2021 |
||||||||||||||||||||||||||||||||
2020 |
||||||||||||||||||||||||||||||||
2019 |
||||||||||||||||||||||||||||||||
Joint ventures |
||||||||||||||||||||||||||||||||
2021 |
||||||||||||||||||||||||||||||||
2020 |
||||||||||||||||||||||||||||||||
2019 |
||||||||||||||||||||||||||||||||
Non-controlling interests |
||||||||||||||||||||||||||||||||
2021 |
||||||||||||||||||||||||||||||||
2020 |
||||||||||||||||||||||||||||||||
2019 |
27 |
Events subsequent to the statement of financial position date |
28 |
Overview of consolidated entities |
Name |
Country of incorporation |
% equity interest* |
||||||||||||
2021 |
2020 |
2019 |
||||||||||||
Materialise NV |
% | % | % | |||||||||||
Materialise SAS |
% | % | % | |||||||||||
Materialise GmbH |
% | % | % | |||||||||||
Materialise Japan K.K. |
% | % | % | |||||||||||
Materialise s.r.o. |
% | % | % | |||||||||||
Materialise USA, LLC |
% | % | % | |||||||||||
Materialise UK Ltd |
% | % | % | |||||||||||
OBL SAS |
% | % | % | |||||||||||
Materialise Austria GmbH |
% | % | % | |||||||||||
Materialise Sdn. Bhd. |
% | % | % | |||||||||||
Materialise Ukraine LLC |
% | % | % | |||||||||||
RapidFit NV |
% | % | % | |||||||||||
Meridian Technique Ltd |
% | % | % | |||||||||||
OrthoView Holdings Ltd |
% | % | % | |||||||||||
Materialise SA |
% | % | % | |||||||||||
Materialise Colombia SAS |
% | % | % | |||||||||||
Materialise Motion NV |
% | % | % | |||||||||||
Materialise Shanghai Co.Ltd |
% | % | % | |||||||||||
Engimplan Engenharia de Implante Industria & Comércio Ltda |
% | % | % | |||||||||||
Engimplan Holding Ltda |
% | % | % | |||||||||||
Materialise Limited |
th-Korea | % | % | |||||||||||
Materialise Australia PTY Ltd |
% | % | % | |||||||||||
Materialise S.R.L. |
% | % | % | |||||||||||
ACTech GmbH |
% | % | % | |||||||||||
ACTech Holding GmbH |
% | % | % | |||||||||||
ACTech, Inc. |
% | % | % | |||||||||||
Tianjin Zhenyuan Materialise Medical Technology Ltd |
% |
* | The overview provides the equity interest held as of 31 December of each respective year. |
29 |
Non-GAAP Measures |
Exhibit 1.1
This constitutes an unofficial English translation of the original Dutch document. The Dutch document shall govern in all respects, including interpretation matters.
ARTICLES OF ASSOCIATION
1. Name - duration - registered office - object
ARTICLE 1: Name.
The company has the legal form of a public limited company and is named MATERIALISE.
ARTICLE 2: Duration.
The company is established for an indefinite period, starting on 28 June 1990.
The company may only be dissolved with respect for the applicable legal provisions on dissolution.
ARTICLE 3: Registered office E-mail address.
The companys registered office is established in the Flemish Region.
The registered office may be transferred within the Dutch language area or to the Brussels language area of Belgium without any amendment to the articles of association, following a decision by the Board of Directors. Such decision shall be published.
Furthermore, the Board of Directors shall be authorized to record the amendment to the Articles of Association resulting from the transfer of the registered office by notarial deed.
The email address of the company is as follows: investors@materialise.com. Any communication via this address by shareholders, members or holders of securities issued by the Company and holders of certificates issued with the cooperation of the Company shall be deemed to have been validly made.
ARTICLE 4: Object - objectives.
The companys object is as follows: the research, development and commercialisation of additive manufacturing and related technologies and all related service, engineering and holding activities, including software applications. All these activities should be interpreted in the broadest sense and for all business sectors.
The company acts for its own account, on consignment, on commission, as an intermediary or as an agent.
The company also has the following additional object:
| the purchase, sale, exchange, construction, renovation, commercialisation, furnishing, exploitation, letting, sub-letting, management, maintenance, parcelling, horizontal division and placement under compulsory co-ownership, leasing, prospection and promotion in any form of all immovable property or immovable property rights. |
| Investing in, subscribing to, taking over, placing, purchasing, selling and trading all securities issued by Belgian or foreign companies, whether or not in the form of commercial companies, administrative offices, institutions and associations, as well as managing these investments and participations; |
| providing advice, management and any other services to all affiliated companies or companies in which the company has a participating interest, in its capacity as director, liquidator or otherwise, as well as running or exercising control over these companies. |
It may, either in cash or in kind, by means of a merger, subscription, participation, financial intervention or in any other way, acquire an interest in, or grant loans to, all existing companies or companies to be incorporated, whether in Belgium or abroad, with an identical or similar object or an object related to its own, or which is likely to promote the realisation of its object.
In general, the company may perform all acts of any nature whatsoever, which are directly or indirectly, whether in whole or in part, related to its object.
The Company has a profit-sharing object. Besides, the company aims to have a real positive impact on society and the environment in general through its business operations and economic activities.
2. Capital
ARTICLE 5: Capital and shares
The registered capital amounts to four million four hundred eighty-six thousand seven hundred seventy-two euros eight cents (4,486,772.08 EUR), represented by fifty-nine million sixty-three thousand five hundred and twenty-one (59,063,521) shares, without designation of nominal value, each representing an equal share in the capital.
The capital has been subscribed to and paid up in full and unconditionally.
ARTICLE 6: Authorized capital
a) By decision of the general meeting of shareholders of 5 November 2020, which will enter into force on the day of publication of the decision in the Annexes to the Belgian Official Gazette, the Board of Directors was granted the authority to increase the share capital in one or more rounds up to a maximum total amount equal to four million sixty-seven thousand seven hundred euro and seventy-two cents (4,067,700.72 EUR).
The Board of Directors may only exercise the powers granted to it for a period of five (5) years from the publication of this authorisation in the Annexes to the Belgian Official Gazette.
This authorisation may be renewed in accordance with the applicable legal conditions.
The Board of Directors has not yet exercised the authority granted to it.
b) The capital increases decided upon pursuant to this authorisation may take place in accordance with the conditions to be determined by the Board of Directors, including:
| by means of contributions in cash or in kind within the limits permitted by the Belgian Companies and Associations Code, |
| through a conversion of reserves and share premiums, |
| with or without the issue of new securities, |
| through the issue of shares, with or without voting rights, |
| through the issue of convertible bonds, whether subordinated or not, |
| through the issue of subscription rights (free of charge or at a certain issue price), |
| through the issue of bonds to which subscription rights or other securities are attached, |
| through the issue of other securities, such as shares under a stock option plan, |
| through the issuance of shares below fractional value. |
c) As far as needed and applicable, in the event of a public takeover bid for securities issued by the company, the Board of Directors shall also have a specific authorisation to increase the capital in any form whatsoever, including a capital increase in which the shareholders preferential subscription right is restricted or suspended, under the conditions provided for in Article 7:202 of the Belgian Companies and Associations Code.
This authorisation is granted for a period of three (3) years, starting from the extraordinary general meeting of shareholders held on 5 November 2020.
This authorisation may be renewed for the same period by a decision of the general meeting made in accordance with the rules set for the amendment of the articles of association.
The capital increases decided upon in the context of this authorisation shall be imputed to the remaining part of the authorised capital as referred to in paragraph (a).
d) Any issue premiums payable at the time of subscription to a capital increase within the framework of the authorised capital shall be booked to a separate account under shareholders equity in the liabilities section of the Companys balance sheet and shall be constituted by contributions in cash or in kind, other than contributions in work, actually paid up at the occasion of the issuance of shares.
e) The Board of Directors shall also be authorised to restrict or cancel the preferential subscription right in the interest of the company. It may do this for the benefit of one or more specific persons, even if they are not members of the personnel of the company or its subsidiaries, provided that, including upon the issue of subscription rights, compliance with the relevant legal provisions is ensured. It may also decide, as appropriate, to give priority to the existing shareholders during the allocation of new shares.
f) The Board of Directors has the power, with the possibility of subrogation, to amend the articles of association of the company in order to align them with decisions on capital increases within the framework of the authorised capital.
On June 9, 2021, the companys board of directors decided to increase the companys share capital, by contribution in kind, within the framework of the authorized capital, the first partial realization of which was adopted on June 14, 2021 at an amount for the capital increase of three hundred twenty thousand euros (320,000.00 EUR), bringing the available amount of the authorized capital to three million seven hundred forty-seven thousand seven hundred euros and seventy-two cents (3,747,700.72 EUR).
A second and final partial realization was established on July 6, 2021 at an amount for the capital increase of forty-eight thousand euros (48,000.00 EUR), bringing the available amount of authorized capital to three million six hundred ninety-nine thousand seven hundred euros and seventy-two cents (3,699,700.72 EUR).
ARTICLE 7: Capital increase - preferential subscription right.
a) Subject to the possibility of a capital increase within the framework of authorized capital by decision of the Board of Directors, an increase in the share capital can only be decided upon by an extraordinary general meeting before a notary public, in accordance with the provisions of the Belgian Companies and Associations Code.
b) For each capital increase by means of a contribution in cash, the shareholders shall have a preferential subscription right in accordance with Article 7:188 et seq. of the Belgian Companies and Associations Code and the new shares, convertible bonds and subscription rights shall first be offered to the existing shareholders in proportion to the part of the capital represented by their shares.
The period during which the preferential subscription right may be exercised shall be determined by the general meeting of shareholders or, as applicable, by the Board of Directors, and may not be less than fifteen days from the date on which the subscription is opened.
The Board of Directors may decide that the total or partial non-use by the shareholders of their preferential subscription rights shall increase the proportional share of the shareholders who have already exercised their preferential subscription rights; it shall also decide on the subscription procedure. The Board of Directors shall also have the right, upon such terms as it shall determine, to conclude all agreements to ensure the subscription to all or part of the shares to be issued.
If a share is encumbered with a usufruct, the preferential subscription right shall belong to the usufructuary, unless otherwise agreed. The newly acquired shares, convertible bonds and subscription rights shall be fully owned by him, subject to a possible fee paid to the bare owner for exercising the preferential subscription right.
In the case of pledged shares, the preferential subscription right shall exclusively belong to the owner-pledger.
In the interest of the company and with due observance of the relevant legal requirements, the general meeting of shareholders and, within the framework of the authorized capital, the Board of Directors, may restrict or cancel the preferential subscription right.
c) The general meeting of shareholders, or the Board of Directors within the authorized capital, as appropriate, may decide to increase the capital in favour of its employees, subject to the provisions of Article 7:204 of the Belgian Companies and Associations Code.
d) A capital increase can also be realized through the conversion of reserves. The extraordinary general meeting may grant the Board of Directors the power to increase the capital within the limits of the authorized capital through the conversion of reserves.
ARTICLE 8: Capital reduction
A decision to reduce the capital can be made in accordance with the relevant legal provisions.
3. Shares and other securities
ARTICLE 9: Nature of the securities
The shares and other securities of the company are and will always remain registered shares. They shall bear a serial number.
A register is kept at the registered office of the company for each class of registered securities, either in original physical form or in electronic form in accordance with the applicable legislation. The ownership of registered securities is determined by an entry in the register. If so requested, certificates of these subscriptions shall be issued to the holders of the securities.
ARTICLE 10: Unpaid or partially paid shares obligation to pay up
The obligation to pay up a share is unconditional and indivisible.
If shares which have not been paid up in full are jointly owned by several persons, each one of them shall be liable for the payment of the entire amount of the duly called payments due.
Additional contributions or full payment are requested by the Board of Directors at a time to be determined by the Board of Directors. The shareholders are notified in accordance with article 2:32 of the Belgian Companies and Associations Code, which shall mention the bank account to which payment must be made by wire transfer or deposit, with the exclusion of all other methods of payment. The shareholder shall be deemed in default when the time limit specified in the notice has expired and interest shall be payable to the company at the statutory rate fixed at that time, plus two percentage points.
As long as the called payments due for a share have not been made in accordance with this provision, the exercise of the rights related thereto shall be suspended.
Early payments on shares may not be made without the prior consent of the Board of Directors.
ARTICLE 11: Indivisibility of shares
The securities are indivisible vis-à-vis the company.
If multiple persons have a right in rem to the same security, they may exercise the rights attached to such securities only through a joint representative.
The company may suspend the exercise of the rights attached to it until a single person has been appointed as the owner of the security vis-à-vis the company or as their joint representative.
All convocation notices, notifications and other notices served by the company to the different persons entitled to a single security shall be validly and exclusively given, as the case may be, either to the person designated as the owner vis-à-vis the company or to the designated joint representative.
Unless stipulated otherwise in the articles of association, a will or an agreement, the usufructuary of the securities shall exercise all rights attached to these securities.
ARTICLE 12: Successors
The rights and obligations shall remain attached to a security, regardless of its ownership.
The heirs, creditors or other successors of the shareholder may not interfere with the management of the company, nor cause any seals to be affixed to the goods and valuables of the company, nor claim the liquidation of the company and the distribution of its equity.
They shall act in compliance with the companys financial statements for exercising their rights and shall observe the decisions of the general meeting and the Board of Directors.
ARTICLE 13: Bonds, subscription rights and other financial instruments granting rights to shares
The company may issue bonds by decision of the Board of Directors, which will determine the terms of the issue.
The issue of convertible bonds or bonds redeemable in shares, subscription rights or other financial instruments which will eventually entitle the holder to shares may be decided upon by the general meeting of shareholders or by the Board of Directors within the framework of the authorized capital (subject to compliance with the relevant legal requirements).
The holders of shares without voting rights, profit-sharing certificates without voting rights, convertible bonds, subscription rights or certificates which were issued with the cooperation of the company, may attend the general meeting of shareholders, but only in an advisory capacity.
3. Acquisition and disposal of own securities
ARTICLE 14: Acquisition and disposal of own securities
a) The company may acquire its own shares or profit participation certificates or certificates relating thereto, or subscribe for them, after the issue of the corresponding shares or profit participation certificates, in accordance with the relevant legal provisions.
b) By decision of the general meeting of shareholders of 5 November 2020, the Board of Directors was authorized, in accordance with Article 7:215 et seq. of the Belgian Companies and Associations Code and within the limits specified in this article, to acquire its own shares at a price per share that may not be lower than 80%, and not higher than 120% of the average closing prices of the American Depository Shares representing the shares of the company during a period of 30 calendar days prior to either the date of purchase or the date of announcement thereof.
This authorisation shall also apply to the acquisition of the companys shares by one of its directly controlled subsidiaries, as referred to in and within the limits of Article 7:221 of the Belgian Companies and Associations Code.
Any offer to acquire the companys shares must be made to all shareholders under the same conditions, in accordance with Article 7:215, 1st paragraph, 4th section of the Belgian Companies and Associations Code.
This authorisation shall be valid for a period of five years from the publication of this authorisation in the Annexes to the Belgian official gazette.
This authorisation may be extended by a decision of the general meeting and in accordance with the provisions of the Belgian Companies and Association Code.
c) The Board of Directors may only dispose of its acquired shares, profit participation certificates or certificates relating thereto in accordance with the relevant legal provisions and this at a price determined by the Board of Directors. Without prejudice to the foregoing, the Board of Directors is specially authorised to alienate its acquired shares, profit participation certificates or certificates relating thereto (i) to one or more specific persons other than the personnel (in this case, the directors who in fact represent this person or the persons associated with him, may not participate in the vote of the Board of Directors), and (ii) to the personnel.
The foregoing also applies to the disposal of the shares of the Company by one of its direct subsidiaries in accordance with Article 7:221 of the Companies and Associations Code.
c) By decision of the general meeting of shareholders of 5 November 2020, the Board of Directors was authorised, without further decision by the general meeting of shareholders and in accordance with the provisions of the Belgian Companies and Associations Code, to acquire or dispose of the companys shares, when such acquisition or disposal is necessary to prevent serious imminent harm to the company.
This authorisation is granted for a period of three years, starting from the publication of this authorisation in the Annexes to the Belgian Official Gazette. This authorisation may be extended for periods of three years by a decision of the general meeting and in accordance with the provisions of the Belgian Companies and Associations Code.
4. Management and representation
ARTICLE 15: AppointmentDismissalVacancyPublication
a) The Board of Directors of the company shall consist of at least seven (7) and no more than eleven (11) directors, and at least three (3) directors must be independent directors (within the meaning of Article 7:87 of the Belgian Companies and Associations Code).
b) As long as all the voting rights attached to the shares controlled by each of the Family Shareholders, whether directly or indirectly and jointly or otherwise, represent 20% or more of all voting rights attached to all outstanding shares of the company, a maximum of six (6) directors shall, if a Family Shareholder makes a simple request to that end, only be appointed on the nomination of a majority of all Family Shareholders who directly or indirectly control at least 3% of the voting rights attached to the shares of the company on the date of the appointment. The number of candidates on the nomination list of the Family Shareholders must be higher than the number of vacancies to be filled which are subject to the nomination right. If a director appointed on the nomination of the Family Shareholders resigns or is dismissed, his vacancy may only be filled by a candidate nominated by the majority of the other directors appointed on the nomination of the Family Shareholders, if any.
For the purposes of this Article, Family Shareholders shall include the following persons: Wilfried Vancraen, Hilde Ingelaere and their relatives in the first degree in descending line.
c) When a legal entity is appointed as a director, it will appoint a physical person as a permanent representative who will be charged with the execution of the assignment in the name of and on behalf of the legal entity-director.
d) The directors are appointed by the general meeting of shareholders.
In any case, the duration of their assignment may not exceed the maximum legal term of six (6) years.
Their assignment shall end when the general meeting of shareholders or the meeting of the Board of Directors deciding on their replacement is closed.
The directors can be dismissed by the general meeting of shareholders at all times.
Retiring directors are eligible for reappointment.
e) When a directors office becomes vacant, the remaining directors have the right to co-opt a new director under the conditions provided for by law and in compliance with the abovementioned nomination scheme. The subsequent general meeting of shareholders must confirm the mandate of the co-opted director; in case of confirmation, the co-opted director fulfills the mandate of his predecessor, unless the general meeting decides otherwise. In the absence of confirmation, the mandate of the co-opted director ends at the end of the general meeting, without prejudice to the regularity of the composition of the Board of Directors until that time.
f) The Chairman of the Board of Directors will be elected by the Board of Directors.
g) The appointment of the members of the board and the termination of their office shall be published by submitting an extract from the decision at the Registrars Office of the Commercial Court in the company file, and a copy thereof for publication in the Annexes to the Belgian Official Gazette. These documents shall in any event specify whether the persons representing the company each bind the company individually, jointly or as a body.
ARTICLE 16: Convocation of the Board of Directors
a) The Board of Directors shall be convened by its chairman as often as required in the interest of the company, and shall meet within fourteen days following a request to that effect from two directors or from the managing director.
If the Chairman has not convened the Board of Directors within the abovementioned period of fourteen days following the request of the directors or of the managing director to convene the Board of Directors, the requesting directors or the requesting managing director may validly convene the Board of Directors
b) The convocation notices shall state the place, date, time and agenda of the meeting and shall be sent by letter, fax or other written (or electronic) means at least two (2) working days before the meeting.
c) Each general meeting shall be held at the registered office of the company or in any other location in Belgium, as specified in the convocation notice.
d) The regularity of the convocation cannot be disputed if all directors are present or validly represented.
ARTICLE 17: Meeting of the Board of Directors
a) The Board is presided by the Chairman or, in his absence, by the Vice-Chairman (if one has been appointed) or by the oldest of the directors present at the meeting.
b) The Board of Directors may only validly deliberate and decide if at least a majority of its members are present or represented at the meeting.
c) Directors who are unable to be present in person at the meeting may participate in the deliberations and vote through telecommunication tools such as telephone or videoconference, on the condition that all participants in the meeting can communicate directly with all other participants. The persons who participate in a meeting by such technical means shall be considered to be present in person at this meeting.
d) Each director may grant a proxy to another director to represent him at a specific meeting. Such a proxy must be given in the form of a power of attorney bearing the signature of the director (including a digital signature insofar as allowed as written proof by the applicable legislation) and which must be notified to the Board of Directors by simple letter, fax or any other means of written (or electronic) communication. A director may represent several colleagues of the Board of Directors.
e) Decisions are made by a simple majority of the votes.
f) Minutes are kept of the decisions made by the Board of Directors. They are signed by the Chairman and, in his absence, by the director chairing the meeting and at least a majority of the board members present at the meeting.
Copies and extracts shall be signed by two directors or by one managing director.
g) The decisions of the Board of Directors can be taken by unanimous written decisions of all directors in accordance with the relevant legal provisions.
ARTICLE 18: Salary
Without prejudice to the reimbursement of their expenses, the directors may be granted a fixed remuneration, the amount of which shall be determined each year by the general meeting and shall be at the charge of the general budget of the company. In addition, the general meeting may grant them a profit-related directors fee from the available profit for the financial year.
ARTICLE 19: Conflicts of interest
a) If a director has a direct or indirect financial interest which conflicts with the interest of the company as a result of a decision or transaction within the authority of the Board of Directors, the requirements of Article 7:96 of the Belgian Companies and Associations Code must be observed by the relevant director, as well as by the Board of Directors in its deliberations and decision-making.
b) If several directors have a conflict of interest, the decision or transaction can be validly made by the remaining directors, even if half of the directors are no longer present or represented in this circumstance.
c) If all directors have a conflict of interest, the decision or transaction shall be submitted to the general meeting of shareholders. If the general shareholders meeting approves the decision or the transaction, the Board of Directors may execute it.
ARTICLE 20: Internal governanceRestrictionsDelegation of powers
a) The company is managed by a Board of Directors. The Board of Directors is authorized to take any action which is required or useful to pursue the companys object, with the exception of the activities assigned exclusively to the general meeting by law.
b) Without prejudice to the obligations arising from collegial management, in particular with respect to consultation and supervision, the directors may distribute the management tasks among themselves. Such division of tasks shall not be enforceable against third parties.
c) The Board of Directors may establish one or more advisory committees under its responsibility. The Board of Directors shall define their composition, tasks and functioning. The members of such committees are appointed by the Board of Directors, which shall also determine the conditions of their appointment, dismissal, remuneration and the duration of their mandate.
d) The Board of Directors may delegate day-to-day administration of the company to one or more persons.
ARTICLE 21: External powers of representation
a) The Board of Directors shall represent the company as a body in and out of court. It shall act through the majority of its members.
Notwithstanding the general representation powers of the Board of Directors as a body, the company shall also be represented in and out of court by two directors acting jointly, of which at least one director is appointed from the list of candidates nominated by the Family Shareholders.
b) The company shall also be represented in day-to-day administration, both in and out of court by one or more representatives entrusted with day-to-day administration, acting individually or jointly in accordance with the delegation decision of the Board of Directors.
ARTICLE 22: Special powers of attorney
The Board of Directors or the directors representing the company may appoint attorneys-in-fact of the company. Only special and limited powers of attorney for a specific legal act or a series of specific legal acts shall be permitted. The proxy holders shall bind the company within the limits of the authority granted to them, without prejudice to the responsibility of the directors in the event of excess of power of attorney.
ARTICLE 23: Responsibility of the directors
a) The directors are not personally bound by the commitments of the company. The directors shall be responsible vis-à-vis the company and vis-à-vis third parties for any shortcomings in their management, in accordance with the applicable provisions of the Belgian Companies and Associations Code.
b) The company and its shareholders ensure that the directors in their decision-making take into account the achievement of a real positive impact through the management and economic activities of the company, in the short term and in the (medium)long term, with regard to (the interests of) third parties such as (i) the employees, the subsidiaries and the suppliers, (ii) the customers of the company and its subsidiaries, (iii) the communities (associations, organisations, etc.) and society in which the company, its subsidiaries and their suppliers develop their activities, (iv) the local and global environment, (v) other potential stakeholders in the activities of the company and its subsidiaries.
None of the aforementioned parties can claim a priority over the others. The directors independently and discretionary weigh the various interests that may serve the realisation of the aforementioned positive impact as part of the corporate interest.
Under no circumstances does this provision confer any right, either explicitly or implicitly, on stakeholders or other third parties. Nor is it intended to infer such a right, or to give rise to stakeholders or other third parties, initiating legal proceedings against the collegial management body, individual directors or the Company.
5. Supervision
ARTICLE 24: Appointmentauthority and remuneration of the auditor
If necessary, one or more auditors shall be appointed to audit the company. They are appointed by the general meeting of shareholders for a renewable term of three years. Under penalty of damages, they may only be dismissed for legal cause during their mandate by the general meeting.
If there is no obligation for the company to appoint an auditor, and no auditor is appointed, then each shareholder shall individually have the investigation and audit powers of an auditor.
The remuneration of the auditor shall consist of a fixed amount, which is determined by the general meeting at the start of their mandate, without prejudice to Article 3:65 of the Belgian Companies and Associations Code. It may be amended only by agreement of the Parties. Apart from this remuneration, the auditor may not receive any benefit, in whatever form, from the company.
6. General meeting
ARTICLE 25: Ordinary, special and extraordinary general meetings
a) The ordinary general meeting of shareholders, which is referred to as the annual meeting, shall be convened each year on the first Tuesday of the month of June at 10 am. If this day is a public holiday, the meeting will be held on the subsequent working day (excluding Saturdays) at the same time.
b) A special general meeting may be convened at all times to deliberate and decide on any matter which is within its competence and which does not involve any amendment to the Articles of Association.
c) An extraordinary general meeting may also be convened at all times to deliberate and decide on any amendment to the Articles of Association, in the presence of a notary.
d) The general meetings shall be held at the registered office of the company or in any other location, as specified in the convocation notice.
ARTICLE 26: Convocation
a) The Board of Directors and any possible auditor may convene both an ordinary general meeting (annual meeting) and a special or extraordinary general meeting. They must convene the annual meeting on the date determined by the articles of association. The Board of Directors and any auditor shall be obliged to convene a special or extraordinary meeting if one or more shareholders who individually or jointly represent one tenth of the share capital so request.
Such a request must be sent by registered letter to the registered office of the company; it must state the agenda items on which the general meeting has to deliberate and decide.
The notice convening the general meeting to be held must be given within three weeks of the request.
Other items may be added to the agenda items specified by the shareholders in the notice convening the meeting.
b) The notices convening the general meetings shall state the agenda and shall be published in accordance with the relevant legal provisions at least fifteen (15) days in advance.
c) The agenda must contain the items to be discussed and the proposals for resolutions.
d) Any person may waive this notice and shall in any case be considered as having been invited correctly if he attends the meeting or is represented there.
ARTICLE 27: Admission to general meetingsrepresentation
a) The right to attend the general meetings and to exercise the voting right is determined by the registration of the ownership of the shares in the name of the shareholder on the third (3rd) business day prior to the date of the scheduled meeting by their registration in the companys shareholders register.
The board of directors may make participation in the general meetings dependent on a requirement of notification by the shareholder to the company, or to the person appointed for this purpose by the company, on a date to be determined by the board of directors before the date of the scheduled meeting, that he intends to attend the meeting, stating the number of shares the shareholder wishes to participate with, in which case this notification must be made as defined in the convocation notice.
b) Any shareholder who has voting rights may either attend the meeting in person or be represented by a proxy, who may or may not be a shareholder.
The power of attorney must be given in writing in the manner specified in the convocation notice.
The company has to receive the power of attorney no later than on the date determined by the Board of Directors as stated in the convocation notice.
c) Before attending the meeting, the shareholders or their proxy holders must sign the attendance list, stating (i) the identity of the shareholder, (ii) if applicable, the identity of the proxy holder, and (iii) the number of shares they represent.
d) The holders of profit-sharing certificates, non-voting shares, bonds, subscription rights, or other securities issued by the company may attend the general meeting of shareholders insofar as the law grants them this right and, as applicable, the right to participate in the vote. If they wish to attend, they shall be bound by the same formalities of admission, access, form and notification for proxies as those imposed on the shareholders.
ARTICLE 28: ChairmanCommittee
Each general meeting is presided by the chairman of the Board of Directors or, in his absence, by the vice-chairman (if one has been appointed) or by the oldest member of the Board of Directors.
The chairman shall appoint a secretary and vote counter, who does not have to be a shareholder. Both roles may be performed by one person. The chairman, secretary and vote counter shall together constitute the Committee.
The chairman may form the Committee before opening the session and this Committee may verify the powers of the participants before the opening of the session.
ARTICLE 29: Procedure of the meeting
a) The deliberation and voting shall take place under the supervision of the chairman. The directors and any auditor(s) shall answer questions raised by holders of registered shares, convertible bonds or subscription rights, or of registered certificates issued with the cooperation of the company, before or during the meeting, oral or in writing and which relate to the agenda items. The directors and possible auditor(s) can, in the interest of the company, refuse to answer questions when the communication of certain data or facts could be detrimental to the company or would be in contravention of confidentiality commitments entered into by them or by the company.
As soon as the convocation notice has been published, the shareholders may ask the abovementioned questions (in writing or by e-mail), provided that these shareholders meet the conditions to be admitted to the meeting and that they have submitted their questions to the company at the latest on the third (3rd) business day prior to the date of the scheduled meeting as specified in the convocation notice.
b) During the session, the Board of Directors has the right to postpone each general shareholders meeting by three weeks. This adjournment shall not affect the other decisions that have been made, unless the general meeting decides otherwise. At the next meeting, the items on the agenda of the first meeting at which no final decision was made, will be discussed.
c) The general meeting may not validly deliberate or decide on items which at are not included in the announced agenda or are not implicitly included therein. Items not included in the agenda may only be discussed at a meeting at which all shareholders are present or represented and on the condition that the decision is made unanimously. The required consent will be assumed if no objection is recorded in the minutes of the meeting.
ARTICLE 30: Voting rights
Every voting share is entitled to one vote.
ARTICLE 31: Decision-making process
a) The general meeting of shareholders may validly deliberate and decide regardless of the number of shares present or represented, except in the cases where the law requires a certain attendance quorum. Resolutions of the general shareholders meeting may be validly passed by a simple majority of the votes cast, except in cases where the law requires a certain majority.
b) Minutes shall be drawn up for each general meeting, and the attendance list and any reports and proxies shall be attached thereto.
The minutes of the general meeting of shareholders are signed by the members of the Committee and by the shareholders requesting them.
Copies and extracts shall be signed by two directors or by one managing director.
c) The shareholders can make all decisions that fall within the competence of the general meeting by unanimous vote and in writing, with the exception of decisions that must be executed by an authentic deed.
7. Inventoryfinancial statementsreserveappropriation of profits.
ARTICLE 32: Financial yearfinancial statementsannual report
a) The financial year of the company shall commence on one January and end on thirty one December of the same calendar year.
At the end of each financial year, the accounts and records are closed and the Board of Directors draws up the inventory and the financial statements, in accordance with the relevant legal requirements.
The directors also draw up an annual report, if applicable, in which they justify their policies.
b) Fifteen days before the ordinary general meeting, which shall meet within six months of the end of the financial year, the shareholders may examine the annual accounts and other documents mentioned in the Belgian Companies and Associations Code at the companys registered office.
c) Following approval of the financial statements, the general meeting shall decide by separate vote on granting discharge to the directors and auditors.
ARTICLE 33: Appropriation of profitsReserve
The positive balance of the profit and loss account shall constitute the profits of the company.
Of these net profits, at least one twentieth is deducted in advance to constitute the legal reserve until it amounts to one tenth of the share capital.
The general meeting shall decide freely on the further allocation of the balance of the profits by simple majority vote on a proposal from the Board of Directors.
No distribution may be made if the net assets of the company, as reported in the financial statements, have fallen or would fall as a result of the distribution below the highest amount of the paid-up capital or the called capital, plus any reserves which may not be distributed based on a legal provision or on the Articles of Association, and Article 7:212 of the Code of Companies and Associations must be applied in this case.
ARTICLE 34: Payment of dividendsinterim dividends
a) The Board of Directors shall determine the place, time and manner in which dividends are paid.
b) The Board of Directors has the authority to pay interim dividends on the profits of the financial year, in accordance with the legal provisions applicable.
8. Dissolutionliquidation
ARTICLE 35: Dissolution
The voluntary dissolution of the company may only be decided upon by an extraordinary general meeting of shareholders, in compliance with the relevant legal requirements.
After its dissolution, the company shall continue to exist as a legal entity until the closure of its liquidation.
ARTICLE 36: Appointment and powers of the liquidators
a) If no liquidators have been appointed, the directors in office at the time of the dissolution shall be considered liquidators by operation of law vis-à-vis third parties, but without the powers that the law and articles of association, with regard to the transactions of the liquidation, confer on the liquidator appointed in the articles of association, by the general meeting of shareholders or by the court.
b) If a legal person is appointed as a liquidator, the natural person representing the liquidator in the liquidation must be specified in the appointment decision. Any change to this appointment must be published in the Annexes to the Belgian Official Gazette.
c) The liquidators shall not assume their office before the Commercial Court has confirmed their appointment following the decision of the general meeting, insofar as the Belgian Companies and Associations Code requires the confirmation of the appointment.
d) The general meeting of the dissolved company may appoint and dismiss one or more liquidators at any time and by a simple majority vote. It shall decide whether the liquidators, if there are several, shall represent the company alone, jointly or as a body.
ARTICLE 37: Powers of the liquidators
a) The liquidators are authorized to carry out all the transactions referred to in articles 2:87 and further of the Belgian Companies and Associations Code without requiring prior authorization from the general meeting, unless the general meeting decides otherwise by simple majority vote.
b) In the seventh and thirteenth month after the start of the liquidation, the liquidators shall submit a detailed statement of the status of the liquidation, drawn up at the end of the sixth and twelfth month of the first year of liquidation, to the registrars office of the commercial court, in accordance with the provisions of the Belgian Companies and Associations Code. As from the second year of liquidation, the detailed statement must be submitted only once every year.
c) Each year, the liquidators shall submit the results of the liquidation to the companys annual general meeting, stating the reasons why the liquidation could not be completed. They will also prepare the financial statements every year.
d) The financial statements shall be published in accordance with the relevant legal provisions.
ARTICLE 38: Liquidation method
After payment of all debts, charges and costs of the liquidation or after consignment of the necessary funds, the liquidators shall distribute the net assets in cash or in securities among the shareholders in proportion to the number of shares they own.
The liquidators may, to the extent authorised in accordance with Article 2:88 of the Belgian Companies and Associations Code, purchase the companys shares, either on the stock exchange or by means of an offer or a price request addressed to the shareholders, who must all be able to participate in the transaction.
9. General provisions
ARTICLE 39: Election of domicile:
Each member of the Board of Directors and the managing director may elect domicile at the registered office of the company for all matters relating to the exercise of his or her mandate.
The directors, auditors and liquidators whose domicile is unknown or who are domiciled abroad, shall be deemed to have elected their domicile at the registered office of the company, where all summons, writs and notices relating to the affairs of the company may be served.
Holders of registered securities are required to notify the company of any change in their choice of domicile. In the absence of such notification, they shall be deemed to have made their choice of domicile at the registered office of the company where all deeds may be validly served or notified to them, while the company has no other obligation than to keep them at the disposal of the addressee.
ARTICLE 40: Applicable law
The provisions of the Belgian Companies and Associations Code and other provisions of Belgian law shall apply to any matters which are not expressly specified in these articles of association, or to the legal provisions from which these articles of association do not include a valid derogation.
ARTICLE 41: Personnel
Unless the context requires otherwise or unless otherwise defined in these articles of association, personnel for the purposes of these articles of association has the meaning as defined in article 1:27 of the Belgian Companies and Associations Code.
EXHIBIT 8.1
SUBSIDIARIES OF MATERIALISE NV
Name |
Jurisdiction of Incorporation | |
Materialise France SAS |
France | |
Materialise GmbH |
Germany | |
Materialise Japan K.K. |
Japan | |
Materialise SRO |
The Czech Republic | |
Materialise USA, LLC |
United States | |
Materialise UK Limited |
United Kingdom | |
OBL SAS |
France | |
Materialise Austria GmbH |
Austria | |
Materialise SDN. Bhd. |
Malaysia | |
Materialise Ukraine LLC |
Ukraine | |
RapidFit NV |
Belgium | |
Materialise SA |
Poland | |
Meridian Technique Limited |
United Kingdom | |
OrthoView Holdings Limited |
United Kingdom | |
Materialise Colombia SAS |
Colombia | |
Materialise Motion NV |
Belgium | |
Materialise Shanghai Co. Ltd. |
China | |
Materialise Australia PTY Ltd |
Australia | |
Materialise S.R.L. |
Italy | |
ACTech Holding GmbH |
Germany | |
ACTech GmbH |
Germany | |
ACTech North America Inc. |
United States | |
Engimplan Engenharia de Implante Industria E Comércio Ltda. |
Brazil | |
Engimplan Holding Ltda. |
Brazil | |
Materialise Limited |
South Korea | |
Tianjin Zhenyuan Materialise Medical Technology Ltd |
China |
EXHIBIT 12.1
CERTIFICATION
I, Wilfried Vancraen, certify that:
1. | I have reviewed this annual report on Form 20-F of MATERIALISE NV (the company); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: April 29, 2022
By: | /s/ Wilfried Vancraen | |
Wilfried Vancraen | ||
Chief Executive Officer |
EXHIBIT 12.2
CERTIFICATION
I, Johan Albrecht, certify that:
1. | I have reviewed this annual report on Form 20-F of MATERIALISE NV (the company); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: April 29, 2022
By: | /s/ Johan Albrecht | |
Johan Albrecht | ||
Alfinco BV | ||
Chief Financial Officer |
EXHIBIT 13.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of MATERIALISE NV (the Company) on Form 20-F for the fiscal year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof (the Report), I, Wilfried Vancraen, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(i) | the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 29, 2022
By: | /s/ Wilfried Vancraen | |
Wilfried Vancraen | ||
Chief Executive Officer |
EXHIBIT 13.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of MATERIALISE NV (the Company) on Form 20-F for the fiscal year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof (the Report), I, Johan Albrecht, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(i) | the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 29, 2022
By: | /s/ Johan Albrecht | |
Johan Albrecht | ||
Alfinco BV | ||
Chief Financial Officer |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
To the Board of Directors
Materialise NV:
We consent to the incorporation by reference in the registration statements on Form S-8 (No. 333-197236 and No. 333-212445) and Form F-3 (No. 333-213649 and No. 333-258949) of Materialise NV (the Company), of our reports dated April 29, 2022, with respect to the consolidated statements of financial position of the Company as of December 31, 2021 and 2020, the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2021.
Our report dated April 29, 2022 on the consolidated financial statements, refers to our audit of the adjustments that were applied to revise the 2019 consolidated financial statements to retrospectively reflect the final accounting of a business combination, as more fully described in Notes 2 and 4 to the consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2019 consolidated financial statements of the Company other than with respect to such adjustments.
Our report dated April 29, 2022, on the effectiveness of internal control over financial reporting as of December 31, 2021, expresses our opinion that Materialise NV did not maintain effective internal control over financial reporting as of December 31, 2021 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that the following material weakness has been identified:
| Ineffective monitoring processes to assess the consistent operation of internal control over financial reporting, including due to a lack of resources. |
KPMG Bedrijfsrevisoren KPMG Réviseurs dEntreprises BV/SRL
/s/ Gotwin Victor Jaak Jackers
Zaventem, Belgium
April 29, 2022
EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
Materialise NV
Leuven, Belgium
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-197236 and No. 333-212445) and Form F-3 (No. 333-213649 and No. 333-258949) of Materialise NV, of our report dated April 30, 2020, relating to the consolidated financial statements which appears in this Annual Report on Form 20-F.
/s/ BDO Bedrijfsrevisoren BV
BDO Bedrijfsrevisoren BV
Zaventem, Belgium
April 29, 2022
Document and Entity Information
(in thousands of euros) | Data | |||
Document type | 20-F | |||
Amendment flag | false | |||
Document period end date | 2020-12-31 | |||
Document fiscal year focus | 2020 | |||
Document fiscal period focus | FY | |||
Trading symbol | MTLS | |||
Entity registrant name | MATERIALISE NV | |||
Entity centry index key | 0001091223 | |||
Current fiscal year end | --12-31 | |||
Entity well known seasoned issuer | No | |||
Entity current reporting status | Yes | |||
Entity filer category | Accelerated Filer | |||
Auditor Attestation Flag | true | |||
Entity Emerging Growth Company | false | |||
Entity Common Stock Shares Outstanding (shares) | 59,063,521 | |||
Entity Shell Company | false | |||
Document Transition Period | false | |||
Document Annual report | true | |||
Document Transition report | false | |||
Document Shell Company Report | false | |||
Entity Voluntary Filers | No | |||
Entity Interactive Data Current | Yes | |||
Security 12b Title | Ordinary shares |
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