In January 2021, the Company has successfully completed its registered direct offering and sale of 621,170 ordinary shares in the form of American Depositary Shares (“ADSs”) at a purchase price of € 13.33 per share (this equals $16.16 per ordinary share based on the exchange rate as of the close of business in New York on January 14, 2021). This provided voxeljet with gross proceeds of the offering amounting to approximately $10 million (€ 8.3 million) before deducting fees and expenses. In February 2021, the Company completed another registered direct offering and sale of 443,414 ordinary shares in the form of ADSs at a purchase price of € 22.27 per ordinary share (this equals $26.95 per ordinary share based on the exchange rate as of the close of business in New York on February 9, 2021). This provided voxeljet with gross proceeds of the offering amounting to approximately $12 million (€ 9.9 million) before deducting fees and expenses. Furthermore, in July 2021, the Company has successfully completed its registered direct offering and sale of 1,126,127 ordinary shares in the form of ADSs at a purchase price of € 7.52 per share (this equals $8.88 per ordinary share based on the exchange rate as of the close of business in New York on July 14, 2021). This provided voxeljet with gross proceeds of the offering amounting to approximately $10 million (€ 8.5 million) before deducting fees and expenses.
Those capital increases improved the Company’s liquidity as well as equity ratio significantly. In spite of this success, management is taking further steps to raise further funds which may include debt or equity financing, not without mentioning that there can be no assurance that voxeljet will be able to raise further funds on terms favorable to the Company, if at all.
Based on the Company’s current liquidity and capital resources in combination with the current liquidity forecasts, management believes that the Company has the ability to meet its financial obligations for at least the next 24 months from the authorization for issuance of these condensed consolidated interim financial statements as of and for the three and nine months ended September 30, 2021 and 2020 by the Management Board on November 10, 2021 and therefore continues as a going concern.
Impairment test
Non-financial assets are tested for impairment if there are indicators that the carrying amounts may not be recoverable. The Company considers the COVID-19 situation as such an indicator. Therefore, voxeljet performed an impairment test for the non-financial assets for the end of the reporting period. An impairment loss is recognized in the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is defined as the higher of an asset’s fair value less cost to sell and its value in use. As individual assets do not generate largely independent cash flows, impairment testing is performed at the cash generating unit level. An individual fixed asset within a CGU cannot be written down below fair value less cost incurred to sell the individual asset. The impairment test, which the Company performed, did not lead to any write downs.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these interim financial statements are set out in the Company’s financial statements as of December 31, 2020, which can be found in its Annual Report on Form 20-F that was filed with the U.S. Securities and Exchange Commission on March 30, 2021. These policies have been applied to all financial periods presented.
3. Share based payment arrangements
On April 7, 2017, voxeljet AG established a share option plan that entitles key management personnel and senior employees of voxeljet AG and its subsidiaries to purchase shares of the parent company.
Total options available under the share option plan are 372,000. On April 7, 2017 279,000 options (75%, Tranche 1) were granted. On April 12, 2018 93,000 options (25%, Tranche 2) were granted.
The vesting conditions include a service condition (the options vest after a period of four years of continued service from the respective grant date) and a market condition (the options may only be exercised if the share price exceeds the exercise price over a period of 90 consecutive days by at least 20% in the period between the grant date and the respective exercise time frame) which must both be met.
The fair value of the employee share option plan has been measured for Tranches 1 and 2 using a Monte Carlo simulation. The market condition has been incorporated into the fair value at grant date.
The inputs used in the measurement of the fair value at grant date are as follows:
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Tranche 1 |
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Tranche 2 |
Parameter |
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Share price at grant date |
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USD 13.80 |
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USD 16.15 |
Exercise price |
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USD 13.90 |
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USD 16.15 |
Expected volatility |
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55.00% |
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58.40% |
Expected dividends |
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-- |
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-- |
Risk-free interest rate |
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2.49% |
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2.85% |
Fair value at grant date |
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USD 8.00 |
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USD 9.74 |
The respective expected volatility has been based on an evaluation of the historical volatility of the Company’s share price as at the grant date. As at September 30, 2021 265,050 options are exercisable and 353,400 options are outstanding. The weighted-average contractual life of the options at September 30, 2021 amounts to 5.8 years (September 30, 2020: 6.8 years).