SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: August 2024
Commission file number: 001-37600
NANO DIMENSION LTD.
(Translation of registrant’s name into English)
2 Ilan Ramon
Ness Ziona 7403635 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
CONTENTS
On
August 20, 2024, Nano Dimension Ltd. (the “Registrant”) issued a press release titled “Nano Dimension Announces Q2/2024
and H1/2024 Results Best Quarter in Nano Dimension’s History,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated
by reference herein.
Attached
hereto and incorporated herein as Exhibit 99.2 is the Registrant’s investor presentation, dated August 20, 2024.
The sections titled
“Financial Results” and “Forward-Looking Statements” and the IFRS financial statements of Exhibit 99.1 to
this Report of Foreign Private Issuer on Form 6-K are incorporated by
reference into the Registrant’s registration statements on Form F-3 (File No.
333-255960, 333-233905, 333-251155, 333-252848, 333-251004, 333-249184, and 333-278368) and Form S-8
(File No. 333-214520, 333-248419 and 333-269436), filed with the Securities and Exchange Commission (the
“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents
or reports subsequently filed or furnished.
No Offer or Solicitation
This communication is
not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information
about the Transaction and Where to Find It
In connection with the
proposed transaction, Desktop Metal, Inc. (“Desktop Metal”) filed with the SEC a proxy statement (the “Proxy Statement”)
on August 15, 2024. Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document
is not a substitute for the Proxy Statement or any other document that Desktop Metal may file with the SEC. The definitive Proxy Statement
has been mailed to shareholders of Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders can obtain free copies of the Proxy Statement and other documents containing important information about Desktop
Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by the Registrant will be available free of charge on the Registrant’s website at https://investors.nano-di.com/sec-filings-1/default.aspx.
Participants in the
Solicitation
The Registrant, Desktop
Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information about the directors and executive officers of the Registrant, including a description
of their direct or indirect interests, by security holdings or otherwise, is set forth in the Registrant’s Annual Report on Form
20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on March 21, 2024. Information about the directors and
executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise,
is set forth in Desktop Metal’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April
23, 2024 and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC
on March 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the Proxy Statement and other relevant materials to be filed with the SEC
regarding the proposed transaction when such materials become available. Investors should read the Proxy Statement carefully before making
any voting or investment decisions. You may obtain free copies of these documents from the Registrant or Desktop Metal using the sources
indicated above.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Nano Dimension Ltd. |
|
(Registrant) |
|
|
|
Date: August 20, 2024 |
By: |
/s/ Tomer Pinchas |
|
Name: |
Tomer Pinchas |
|
Title: |
Chief Financial Officer and
Chief Operating Officer |
2
Exhibit 99.1
Nano Dimension Announces Q2/2024 and H1/2024
Results
Best Quarter in Nano Dimension’s History
Continued Improvement in Financial Strength
and
Transformational M&A Transaction
Quarterly
Revenue Sets Record at $15.0 Million
Up 2% from
Q2/2023
Gross
Margin Improvement of 136 bps
45.4% in Q2/2024, Up From 44.1% in Q2/2023
Adjusted Gross Margin Improvement of 75 bps
48.1% in H1/2024, Up From 47.3% in H1/2023
Company Reduces Net Cash Burn by 69%
$18M in H1/2024, Down From $58M in H1/2023
Definitive Agreement Announced to Acquire Desktop
Metal
Following Quarter End
Creating a Leader in Additive Manufacturing
Conference Call to be Held Today at 9:00 a.m.
EDT
Waltham, Massachusetts, August 20th,
2024 – Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or the “Company”), an industry leader
in Additively Manufactured Electronics, additive PCB assembly & printhead drivers and software (AME),
and a supplier of Additive Manufacturing machines and materials (AM), today announced financial results for the second
quarter ended June 30th, 2024 and shared a letter from the Company’s Chief Executive Officer.
Revenue:
| ● | For Q2/2024 was $15.0 million, compared to Q2/2023’s $14.7 million. |
| ● | For H1/2024 was $28.4 million, compared to H1/2023’s $29.7 million. |
Gross Margin (“GM”):
| ● | For Q2/2024 was 45.4%, compared to Q2/2023’s 44.1%. |
| ● | For H1/2024 was 45.8%, compared to H1/2023’s 44.0%. |
Adjusted Gross Margin (“Adjusted GM”):
| ● | For Q2/2024 was 46.6%, compared to Q2/2023’s 47.5%. |
| ● | For H1/2024 was 48.1%, compared to H1/2023’s 47.3%. |
Net Income / Loss:
| · | For Q2/2024 was a loss of $44.3 million, compared to Q2/2023’s
loss of $9.4 million. |
| · | For H1/2024 was a loss of $79.2 million, compared to H1/2023’s
income of $12.6 million. |
Net Income / Loss excluding changes in Company’s
holdings in Stratasys’ shares:
| · | For Q2/2024 was a loss of $12.9 million, compared to Q2/2023’s
loss of $21.3 million. |
| · | For H1/2024 was a loss of $22.1 million, compared to H1/2023’s
loss of $44.6 million. |
Adjusted EBITDA:
| ● | For Q2/2024 was negative $16.1 million, compared to Q2/2023’s negative $23.5 million. |
| ● | For H1/2024 was negative $29.7 million, compared to H1/2023’s negative $47.2 million. |
Company improves Net cash burn1 by
further reduction of expenses :
| ● | For Q2/2024 was negative $11 million, compared to Q2/2023’s negative $31 million. |
| ● | For H1/2024 was negative $18 million, compared to H1/2023’s negative $58 million. |
Details regarding Adjusted GM, Net Income / Loss
excluding changes in Company’s holdings on Stratasys’ shares, Adjusted EBITDA and Net Cash Burn can be found below in this
press release under “non-IFRS measures.”
CEO MESSAGE TO SHAREHOLDERS:
Dear Shareholders,
Exciting
times are ahead, as your company continues to improve from the top to the bottom line. Additionally, a transformational M&A definitive
agreement is expected to change our scale, makeup and merits of the business model, exponentially.
On our
business as it is today
The first
point to highlight is this year’s quarterly revenue of $15.0 million. This is a record, especially in the context of alleged macroeconomic
headwinds and high interest rates that seemingly all companies in our industry attest to as being meaningfully challenging. Our exposure
to markets indicates “headwinds” mostly in central Europe, at this point.
But we are
not only resting on our laurels. We see continued improvements in our financial strength as we move below the top-line and into our cash
flow. This has been the focus of our leadership team since we announced our Reshaping Nano Initiative in Q3/2023. Our efforts are bearing
fruit. In comparing our H1 figures for 2024 vs. 2023, we see a 183 bps improvement in gross
margin and a $40 million reduction in net cash burn. The latter is a monumental change and
a reflection of the hard work of our team to realize synergies and organizational efficiencies.
1 | Change in cash, cash equivalents and deposits net of treasury
shares repurchase. |
It is also important to call out that our improved
financial strength has not come at the expense of innovation. In Q2/2024, we saw our industrial AI group, DeepCube, along with our respective
materials and software teams, all work on new developments that will advance the impact of our products and services for our customers.
Our Additive Electronics team implemented a new Integrated Inspection System (I2S), which brings together pick-and-place functionality
with inline inspection. The team at Global Inkjet Systems Ltd. (“GIS”) also announced a new partnership with Esko-Graphics
BV and Fiery, LLC that combines the partners’ respective workflow automation, prepress, color management, and job management solutions
with GIS’s advanced print control systems, creating a streamlined process for Industry 4.0 smart printing.
Outlook,
moving forward:
There is
more to do. While our employees should be proud of what they have achieved, management should not rest. The future of Nano Dimension
will undoubtedly be shaped by the eventual closing of our agreement to acquire Desktop Metal, Inc. (NYSE: DM) (“DM”), which
we worked on initially since late 2022, again in late 2023, and announced on July 3rd, 2024. This acquisition will create a
leader in AM.
The combined
company will bring together outstanding teams and one of the most advanced portfolios in AM for mass production. I also believe this combination
is compelling as the products and services portfolio can be characterized as having long term high growth potential. Together, we will
accelerate our industry’s transition to integrated digital manufacturing solutions.
Now that
the deal is signed, the team is committed to preparing for realizing synergies to the greatest extent possible and as soon as possible.
To do this, we are working on a post-merger integration plan to ensure a seamless transition from day one after closing of the transaction.
I believe
this acquisition was secured at an exceptionally compelling valuation for our shareholders with the total consideration being at most
$183 million, and, with some potential adjustments, as low as $135 million. This creates a pro forma company that, based on the last full
year figures from 2023, had revenue of $246 million with 28% of that generated from recurring revenue associated with consumables and
services.
Having said
that, we intend, if needed, to forgo inflating the top line, for the benefit, if possible, of improved EBITDA and reduction of negative
cash flow while driving toward cash generation and positive profits.
In closing,
with our recent and continued financial advancements along with a definitive agreement to acquire DM, our team is “laser focused”
on generating returns and expanding value for our shareholders. We will continue to pursue operational excellence and a M&A strategy
that complements our offerings, supporting our journey to becoming leaders in digital manufacturing.
Thank you,
Yoav Stern
Chief Executive Officer and a member of the Board
of Directors Nano Dimension
FINANCIAL RESULTS:
Financial results for the second quarter
ended June 30, 2024
| ● | Total revenues for the second
quarter of 2024 were $14,986,000, compared to $14,737,000 in the second quarter of 2023. The increase is attributed to increased sales
of the Company’s product lines. |
| ● | Total cost of revenues for the second quarter of 2024 was
$8,178,000, compared to $8,242,000 in the second quarter of 2023. |
| ● | As a result of the reorganizational
plan executed by the Company in the fourth quarter of 2023 and other cost reduction efforts taken in 2024, the Company’s operating
expenses across all departments have decreased in the second quarter of 2024 compared to the second quarter of 2023. |
| ● | Research and development (“R&D”) expenses
for the second quarter of 2024 were $9,121,000, compared to $16,386,000 in the second quarter of 2023.
The decrease is mainly attributed to a decrease in payroll and related expenses, as well as in share-based compensation expenses, materials
for R&D use, subcontractors and professional services, largely associated with organizational synergies. |
| ● | Sales and marketing expenses
for the second quarter of 2024 were $7,221,000, compared to $8,217,000 in the second quarter of 2023. The
decrease is mainly attributed to a decrease in payroll and related expenses, largely associated with organizational synergies. |
| | |
| ● | General and administrative
expenses for the second quarter of 2024 were $8,581,000, compared to $12,322,000 in the second quarter of 2023. The
decrease is mainly attributed to a decrease in professional services, largely associated with organizational synergies. |
| ● | Other expenses, net for the
second quarter of 2024 were $2,721,000. The forementioned expenses were related to DM transaction
costs. |
| ● | Net loss attributable to owners
of the Company for the second quarter of 2024 was $43,971,000, or $0.20 loss per share, compared to net loss attributable to owners of
the Company of $9,119,000, or $0.04 per share, in the second quarter of 2023. The increase is mainly attributed to the re-valuation of
the Company’s investment in securities. |
Financial results for the six months
ended June 30, 2024
| ● | Total revenues for the six months period ended June 30, 2024, were $28,350,000, compared to $29,702,000
in the six months period ended June 30, 2023. The decrease is attributed to decreased sales of the Company’s product lines
in the first quarter of 2024. |
| ● | Total cost of revenues for the six months period ended June 30, 2024, was $15,364,000, compared to
$16,641,000 in the six months period ended June 30, 2023. The decrease is attributed mostly to decreased sales of the Company’s
product lines. |
| ● | As a result of the reorganization plan executed by the Company in the fourth quarter of 2023 and other
cost reduction efforts taken in 2024, the Company’s operating expenses across all departments have decreased in the first half of
2024 compared to the first half of 2023. |
| ● | R&D expenses for the six months period ended June 30, 2024, were
$18,254,000, compared to $35,636,000 in the six months period ended June 30, 2023. The decrease is attributed mostly to a
decrease in payroll and related expenses, as well as in share-based compensation expenses, materials for R&D use, subcontractors and
professional services, largely associated with organizational synergies. |
| ● | Sales and marketing expenses for the six months period ended June 30,
2024, were $13,738,000, compared to $15,703,000 in the six months period ended June 30, 2023. The decrease is mainly attributed to
a decrease in payroll and related expenses, as well as in share-based compensation expenses, largely
associated with organizational synergies. |
| ● | General and administrative expenses for the six months period ended June 30,
2024, were $18,183,000, compared to $23,355,000 in the six months period ended June 30, 2023. The decrease is mainly attributed to
a decrease in professional services expenses, largely associated with organizational synergies. |
| ● | Other expenses for the six months period ended June 30, 2024, were
$2,612,000. The forementioned expenses mainly related to DM transaction costs. |
| ● | Net loss attributable to owners of the Company for the for the six months
period ended June 30, 2024, was $78,743,000, or $0.35 loss per share, compared to net income attributable to owners of the Company
of $13,103,000, or $0.05 per share, in the six months period ended June 30, 2023, with gains mainly attributed to the re-valuation
of the Company’s investment in securities. |
Conference call information
The Company will host a conference call to discuss these financial
results today, August 20th, 2024, at 9:00 a.m. EDT (4:00 p.m. IDT), which can be accessed per the details below.
For webcast link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=YLm29wAA
For phone:
U.S. Dial-in Number (Toll Free): 1-844-695-5517
International Dial-in Number: 1-412-902-6751
Israel Dial-in Number (Toll Free): 1-80-9212373
Please request the “Nano Dimension NNDM
call” when prompted by the conference call operator. For those unable to participate in the conference call, there will be a replay
available from a link on Nano Dimension’s website at http://investors.nano-di.com/events-and-presentations.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing
electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics
and manufacturing – by delivering solutions that convert digital designs to electronic or mechanical devices - on demand, anytime,
anywhere.
Nano Dimension’s strategy is driven by the application of
deep learning based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along
with the management of a distributed manufacturing network via the cloud.
Nano Dimension has served over 2,000 customers across vertical target
markets such as aerospace and defense, advanced automotive, high-tech industrial, specialty medical technology, R&D and academia.
The Company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. Additive
Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive
Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based applications - from millimeters
to several centimeters in size with micron precision.
Through the integration of its portfolio of products, Nano Dimension
is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturing
capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.
For more information, please visit www.nano-di.com.
Forward-Looking Statements and Other Disclaimers
This press release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking
statements. Specifically this press release includes statements regarding: (i) transformational M&A definitive agreement that is expected
to change Nano Dimension’s scale, makeup and merits of business, exponentially, (ii) this acquisition will create a leader in AM,
(iii) the combined company will bring together outstanding teams and one of the most advanced portfolios in AM for mass production, (iv)
Nano Dimension’s belief that this combination is so compelling as it combines a company with one of the broadest portfolios of products
and services in DM with another company with products and services with the highest growth potential, (v) together, the companies will
accelerate their industry’s transition to digital manufacturing solutions at a substantial growth rate, (vi) the final merger consideration,
which is subject to certain adjustments and the expectations regarding those adjustments, and the timing of closing, (vii) that, post-closing,
Nano Dimension intends to forgo for a few quarters, if needed, inflating the top line, for the benefit, if possible, of improved EBITDA
and reduction of negative cash flow while driving toward cash generation and positive profits, (viii) advancing the impact of Nano Dimension’s
products and services, (ix) Nano Dimension’s M&A strategy, and (x) that Nano Dimension will continue to pursue operational excellence
and an M&A strategy that complements its offerings, supporting its journey to becoming leaders in digital manufacturing. Because such
statements deal with future events and are based on Nano Dimension’s and DM’s current expectations, they are subject to various
risks and uncertainties. The acquisition is subject to closing conditions, some of which are beyond the control of Nano Dimension or DM.
Actual results, performance, or achievements of Nano Dimension or DM could differ materially from those described in or implied by the
statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks
and uncertainties, including (i) the ultimate outcome of the proposed transaction between Nano and DM, including the possibility that
DM’s stockholders will reject the proposed transaction, (ii) the effect of the announcement of the proposed transaction on the ability
of Nano Dimension and DM to operate their businesses and retain and hire key personnel and to maintain favorable business relationships
(iii) the timing of the proposed transaction, (iv) the occurrence of any event, change or other circumstance that could give rise to the
termination of the proposed transaction; (v) the ability to satisfy closing conditions to the completion of the proposed transaction (including
any necessary shareholder approvals), (vi) the Company’s transaction expenses are greater than expected; (vii) the Company draws
on the loan facility provided by Nano Dimension, (vii) other risks related to the completion of the proposed transaction and actions related
thereto, and (viii) the risks and uncertainties discussed under the heading “Risk Factors” in Nano Dimension’s annual
report on Form 20-F filed with the SEC on March 21, 2024, and in any subsequent filings with the SEC, and under the heading “Risk
Factors” in DM’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC.
The combined company financial information included in this press release has not been audited or reviewed by Nano Dimension’s auditors
and such information is provided for illustrative purposes only. You should note that such combined company information has not been prepared
in accordance with and does not purport to comply with Article 11 of Regulation S-X under the U.S. Securities Act of 1933, as amended
(the “Securities Act’). Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites
is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.
No Offer or Solicitation
This press release is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, DM
filed a definitive proxy statement with the SEC on August 15, 2024. DM may also file other relevant documents with the SEC regarding the
proposed transaction. This document is not a substitute for the proxy statement or any other document that DM may file with the SEC. The
definitive proxy statement has been mailed to shareholders of DM. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders can obtain free copies of the proxy statement and other documents containing important information
about DM and the proposed transaction at the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by the Company are available free of charge on DM’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
Participants in the Solicitation
Nano Dimension, DM and certain of their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from DM shareholders in respect of the
proposed transaction. Information about the directors and executive officers of Nano Dimension, including a description of their direct
or indirect interests, by security holdings or otherwise, is set forth in Nano’s Annual Report on Form 20-F for the fiscal year
ended December 31, 2023, which was filed with the SEC on March 21, 2024. Information about the directors and executive officers of DM,
including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in DM’s proxy statement
for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 23, 2024 and DM’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024. Other information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in
the proxy statement and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the proxy
statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from Nano Dimension
or DM using the sources indicated above.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Tomer Pinchas, CFO & COO | ir@nano-di.com
Unaudited Consolidated Statements of Financial
Position as at
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2024 | | |
20232 | |
(In thousands of USD) | |
(Unaudited) | | |
(Unaudited) | | |
| |
Assets | |
| | |
| | |
| |
Cash and cash equivalents | |
| 454,555 | | |
| 231,777 | | |
| 309,571 | |
Bank deposits | |
| 499,841 | | |
| 532,042 | | |
| 541,967 | |
Restricted deposits | |
| 60 | | |
| 60 | | |
| 60 | |
Trade receivables | |
| 12,523 | | |
| 12,150 | | |
| 12,710 | |
Other receivables | |
| 5,360 | | |
| 5,134 | | |
| 11,290 | |
Inventory | |
| 19,546 | | |
| 19,289 | | |
| 18,390 | |
Total current assets | |
| 991,885 | | |
| 800,452 | | |
| 893,988 | |
| |
| | | |
| | | |
| | |
Restricted deposits | |
| 858 | | |
| 875 | | |
| 881 | |
Investment in securities | |
| 172,185 | | |
| 81,342 | | |
| 138,446 | |
Deferred tax | |
| 249 | | |
| — | | |
| — | |
Other receivables | |
| 826 | | |
| — | | |
| — | |
Property plant and equipment, net | |
| 14,014 | | |
| 15,969 | | |
| 16,716 | |
Right-of-use assets | |
| 14,135 | | |
| 10,104 | | |
| 12,072 | |
Intangible assets | |
| — | | |
| 2,235 | | |
| 2,235 | |
Total non-current assets | |
| 202,267 | | |
| 110,525 | | |
| 170,350 | |
Total assets | |
| 1,194,152 | | |
| 910,977 | | |
| 1,064,338 | |
| |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | |
Trade payables | |
| 3,216 | | |
| 2,935 | | |
| 4,696 | |
Other payables | |
| 21,173 | | |
| 20,374 | | |
| 25,265 | |
Current portion of lease liability | |
| 4,611 | | |
| 3,558 | | |
| 4,473 | |
Current portion of bank loan | |
| 274 | | |
| 139 | | |
| 38 | |
Total current liabilities | |
| 29,274 | | |
| 27,006 | | |
| 34,472 | |
| |
| | | |
| | | |
| | |
Liability in respect of government grants | |
| 1,882 | | |
| 2,019 | | |
| 1,895 | |
Employee benefits | |
| 2,485 | | |
| 3,698 | | |
| 2,773 | |
Liability in respect of warrants | |
| 140 | | |
| — | | |
| — | |
Long term lease liability | |
| 10,168 | | |
| 7,652 | | |
| 8,742 | |
Deferred tax liabilities | |
| — | | |
| — | | |
| 75 | |
Bank loan | |
| 647 | | |
| 347 | | |
| 595 | |
Total non-current liabilities | |
| 15,322 | | |
| 13,716 | | |
| 14,080 | |
Total liabilities | |
| 44,596 | | |
| 40,722 | | |
| 48,552 | |
| |
| | | |
| | | |
| | |
Equity | |
| | | |
| | | |
| | |
Non-controlling interests | |
| 892 | | |
| 618 | | |
| 1,011 | |
Share capital | |
| 396,238 | | |
| 405,690 | | |
| 400,700 | |
Share premium and capital reserves | |
| 1,298,124 | | |
| 1,301,022 | | |
| 1,299,542 | |
Treasury shares | |
| (24,768 | ) | |
| (167,651 | ) | |
| (97,896 | ) |
Foreign currency translation reserve | |
| 1,176 | | |
| 1,252 | | |
| 2,929 | |
Remeasurement of net defined benefit liability (IAS 19) | |
| 1,448 | | |
| (726 | ) | |
| 707 | |
Accumulated loss | |
| (523,554 | ) | |
| (669,950 | ) | |
| (591,207 | ) |
Equity attributable to owners of the Company | |
| 1,148,664 | | |
| 869,637 | | |
| 1,014,775 | |
Total equity | |
| 1,149,556 | | |
| 870,255 | | |
| 1,015,786 | |
Total liabilities and equity | |
| 1,194,152 | | |
| 910,977 | | |
| 1,064,338 | |
2 | The December 31, 2023 balances were derived from the Company’s
audited annual financial statements. |
Unaudited Consolidated Statements of Profit
or Loss and Other Comprehensive Income
| |
Six
Months Ended
June 30, | | |
Three Months Ended
June 30, | | |
Year
Ended
December 31, | |
| |
2023 | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | |
| |
USD | | |
USD | | |
USD | | |
USD | | |
USD | |
Revenues | |
| 29,702 | | |
| 28,350 | | |
| 14,737 | | |
| 14,986 | | |
| 56,314 | |
Cost of revenues | |
| 16,447 | | |
| 15,299 | | |
| 8,180 | | |
| 8,157 | | |
| 30,759 | |
Cost of revenues - write-down of inventories | |
| 194 | | |
| 65 | | |
| 62 | | |
| 21 | | |
| 97 | |
Total cost of revenues | |
| 16,641 | | |
| 15,364 | | |
| 8,242 | | |
| 8,178 | | |
| 30,856 | |
Gross profit | |
| 13,061 | | |
| 12,986 | | |
| 6,495 | | |
| 6,808 | | |
| 25,458 | |
Research and development expenses | |
| 35,636 | | |
| 18,254 | | |
| 16,386 | | |
| 9,121 | | |
| 62,004 | |
Sales and marketing expenses | |
| 15,703 | | |
| 13,738 | | |
| 8,217 | | |
| 7,221 | | |
| 31,707 | |
General and administrative expenses | |
| 23,355 | | |
| 18,183 | | |
| 12,322 | | |
| 8,581 | | |
| 58,254 | |
Other expense (income), net | |
| — | | |
| 2,612 | | |
| — | | |
| 2,721 | | |
| (1,627 | ) |
Operating loss | |
| (61,633 | ) | |
| (39,801 | ) | |
| (30,430 | ) | |
| (20,836 | ) | |
| (124,880 | ) |
Finance income | |
| 80,780 | | |
| 21,846 | | |
| 23,954 | | |
| 10,535 | | |
| 70,934 | |
Finance expenses | |
| 6,442 | | |
| 61,143 | | |
| 2,852 | | |
| 33,819 | | |
| 1,652 | |
Income (Loss) before taxes on income | |
| 12,705 | | |
| (79,098 | ) | |
| (9,328 | ) | |
| (44,120 | ) | |
| (55,598 | ) |
Taxes benefit (expenses) | |
| (152 | ) | |
| (125 | ) | |
| (78 | ) | |
| (141 | ) | |
| (62 | ) |
Income (Loss) for the period | |
| 12,553 | | |
| (79,223 | ) | |
| (9,406 | ) | |
| (44,261 | ) | |
| (55,660 | ) |
Loss attributable to non-controlling interests | |
| (550 | ) | |
| (480 | ) | |
| (287 | ) | |
| (290 | ) | |
| (1,110 | ) |
Income (Loss) attributable to owners | |
| 13,103 | | |
| (78,743 | ) | |
| (9,119 | ) | |
| (43,971 | ) | |
| (54,550 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income (Loss) per share | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic gain (loss) per share | |
| 0.05 | | |
| (0.35 | ) | |
| (0.04 | ) | |
| (0.20 | ) | |
| (0.22 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Other comprehensive income items that after initial recognition in comprehensive income were or will be transferred to profit or loss | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation differences for foreign operations | |
| 597 | | |
| (1,708 | ) | |
| 194 | | |
| (4 | ) | |
| 2,368 | |
Other comprehensive income items that will not be transferred to profit or loss | |
| | | |
| | | |
| | | |
| | | |
| | |
Remeasurement of net defined benefit liability (IAS 19), net of tax | |
| (1,060 | ) | |
| (1,433 | ) | |
| (1,060 | ) | |
| — | | |
| (1,801 | ) |
Total other comprehensive income (loss) for the period | |
| (463 | ) | |
| (3,141 | ) | |
| (866 | ) | |
| (4 | ) | |
| 567 | |
Total comprehensive income (loss) for the period | |
| 12,090 | | |
| (82,364 | ) | |
| (10,272 | ) | |
| (44,265 | ) | |
| (55,093 | ) |
Comprehensive loss attributable to non-controlling interests | |
| (546 | ) | |
| (511 | ) | |
| (296 | ) | |
| (297 | ) | |
| (1,088 | ) |
Comprehensive income (loss) attributable to owners of the Company | |
| 12,636 | | |
| (81,853 | ) | |
| (9,976 | ) | |
| (43,968 | ) | |
| (54,005 | ) |
Consolidated Statements of Changes in Equity
(Unaudited)
(In thousands of USD)
| |
Share
capital | | |
Share
premium
and capital
reserves | | |
Remeasurement
of IAS 19 | | |
Treasury
shares | | |
Foreign
currency
translation
reserve | | |
Accumulated
loss | | |
Total | | |
Non-
controlling
interests | | |
Total
equity | |
| |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | |
| |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | |
For the six months ended June 30, 2024: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as December 31, 2023 | |
| 400,700 | | |
| 1,299,542 | | |
| 707 | | |
| (97,896 | ) | |
| 2,929 | | |
| (591,207 | ) | |
| 1,014,775 | | |
| 1,011 | | |
| 1,015,786 | |
Investment of non-controlling party in subsidiary | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 118 | | |
| 118 | |
Loss for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (78,743 | ) | |
| (78,743 | ) | |
| (480 | ) | |
| (79,223 | ) |
Other comprehensive loss for the period | |
| — | | |
| — | | |
| (1,433 | ) | |
| — | | |
| (1,677 | ) | |
| — | | |
| (3,110 | ) | |
| (31 | ) | |
| (3,141 | ) |
Exercise
of warrants, options and vesting of RSUs | |
| 4,990 | | |
| (4,990 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Repurchase of
treasury shares | |
| — | | |
| — | | |
| — | | |
| (69,755 | ) | |
| — | | |
| — | | |
| (69,755 | ) | |
| — | | |
| (69,755 | ) |
Share-based payment acquired | |
| — | | |
| (363 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (363 | ) | |
| — | | |
| (363 | ) |
Share-based payments | |
| — | | |
| 6,833 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 6,833 | | |
| — | | |
| 6,833 | |
Balance as of June 30, 2024 | |
| 405,690 | | |
| 1,301,022 | | |
| (726 | ) | |
| (167,651 | ) | |
| 1,252 | | |
| (669,950 | ) | |
| 869,637 | | |
| 618 | | |
| 870,255 | |
| |
Share
capital | | |
Share
premium
and capital
reserves | | |
Remeasurement
of IAS 19 | | |
Treasury
shares | | |
Presentation /
Foreign
currency
translation
reserve | | |
Accumulated
loss | | |
Total | | |
Non-
controlling
interests | | |
Total
equity | |
| |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | | |
Thousands | |
| |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | |
For the three months ended June 30, 2024: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as of March 31, 2024 | |
| 404,366 | | |
| 1,298,973 | | |
| (726 | ) | |
| (149,461 | ) | |
| 1,249 | | |
| (625,979 | ) | |
| 928,422 | | |
| 857 | | |
| 929,279 | |
Investment of non-controlling party in subsidiary | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 58 | | |
| 58 | |
Loss for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (43,971 | ) | |
| (43,971 | ) | |
| (290 | ) | |
| (44,261 | ) |
Other comprehensive gain (loss) for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3 | | |
| — | | |
| 3 | | |
| (7 | ) | |
| (4 | ) |
Exercise of warrants, options
and vesting of RSUs | |
| 1,324 | | |
| (1,324 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Repurchase of treasury shares | |
| — | | |
| — | | |
| — | | |
| (18,190 | ) | |
| — | | |
| — | | |
| (18,190 | ) | |
| — | | |
| (18,190 | ) |
Share-based payments | |
| — | | |
| 3,373 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,373 | | |
| — | | |
| 3,373 | |
Balance as of June 30, 2024 | |
| 405,690 | | |
| 1,301,022 | | |
| (726 | ) | |
| (167,651 | ) | |
| 1,252 | | |
| (669,950 | ) | |
| 869,637 | | |
| 618 | | |
| 870,255 | |
Consolidated Statements of Cash Flows (Unaudited)
(In thousands of USD)
| |
Six Months Ended June 30, | | |
Three Months Ended June 30, | | |
Year Ended December 31, | |
| |
2023 | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Cash flow from operating activities: | |
| | |
| | |
| | |
| | |
| |
Net income (loss) | |
| 12,553 | | |
| (79,223 | ) | |
| (9,406 | ) | |
| (44,261 | ) | |
| (55,660 | ) |
Adjustments: | |
| | | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 2,963 | | |
| 3,431 | | |
| 1,540 | | |
| 1,365 | | |
| 6,544 | |
Financing income net | |
| (17,622 | ) | |
| (17,840 | ) | |
| (9,470 | ) | |
| (8,042 | ) | |
| (46,281 | ) |
Revaluation of financial liabilities accounted at fair value | |
| 485 | | |
| 33 | | |
| 294 | | |
| 11 | | |
| 461 | |
Revaluation of financial assets accounted at fair value | |
| (57,201 | ) | |
| 57,104 | | |
| (11,925 | ) | |
| 31,315 | | |
| (23,462 | ) |
Loss from disposal of property plant and equipment and right-of-use assets | |
| 345 | | |
| 6 | | |
| 221 | | |
| — | | |
| 326 | |
Increase in deferred tax | |
| (95 | ) | |
| — | | |
| (92 | ) | |
| — | | |
| (11 | ) |
Share-based payments | |
| 11,542 | | |
| 6,833 | | |
| 5,418 | | |
| 3,373 | | |
| 20,101 | |
Other | |
| 68 | | |
| 74 | | |
| 23 | | |
| 37 | | |
| 164 | |
| |
| (59,515 | ) | |
| 49,641 | | |
| (13,991 | ) | |
| 28,059 | | |
| (42,158 | ) |
Changes in assets and liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
(Increase) decrease in inventory | |
| (1,212 | ) | |
| (1,899 | ) | |
| (667 | ) | |
| 388 | | |
| (340 | ) |
(Increase) decrease in other receivables | |
| 669 | | |
| 5,845 | | |
| 1,520 | | |
| 1,256 | | |
| (5,775 | ) |
(Increase) decrease in trade receivables | |
| (6,039 | ) | |
| 3 | | |
| (2,331 | ) | |
| (310 | ) | |
| (5,603 | ) |
Increase (decrease) in other payables | |
| (1,345 | ) | |
| (3,779 | ) | |
| (817 | ) | |
| (1,862 | ) | |
| 4,856 | |
Increase (decrease) in employee benefits | |
| (399 | ) | |
| 132 | | |
| 162 | | |
| 81 | | |
| (1,478 | ) |
Increase (decrease) in trade payables | |
| (828 | ) | |
| (1,410 | ) | |
| (2,633 | ) | |
| (1,065 | ) | |
| 1,089 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| (9,154 | ) | |
| (1,108 | ) | |
| (4,766 | ) | |
| (1,512 | ) | |
| (7,251 | ) |
Net cash used in operating activities | |
| (56,116 | ) | |
| (30,690 | ) | |
| (28,163 | ) | |
| (17,714 | ) | |
| (105,069 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Cash flow from investing activities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Change in bank deposits | |
| (151,391 | ) | |
| 5,412 | | |
| 77,106 | | |
| 12,006 | | |
| (189,060 | ) |
Interest received | |
| 17,998 | | |
| 22,715 | | |
| 6,706 | | |
| 5,561 | | |
| 41,529 | |
Change in restricted bank deposits | |
| (34 | ) | |
| (25 | ) | |
| 237 | | |
| (14 | ) | |
| (27 | ) |
Acquisition of property plant and equipment | |
| (7,121 | ) | |
| (1,169 | ) | |
| (3,177 | ) | |
| (393 | ) | |
| (9,098 | ) |
Acquisition of intangible asset | |
| — | | |
| (711 | ) | |
| — | | |
| — | | |
| (1,524 | ) |
Payment of a liability for contingent consideration in a business combination | |
| (9,255 | ) | |
| — | | |
| (5,295 | ) | |
| — | | |
| (9,255 | ) |
Other | |
| — | | |
| — | | |
| — | | |
| — | | |
| 835 | |
Net cash from (used in) investing activities | |
| (149,803 | ) | |
| 26,222 | | |
| 75,577 | | |
| 17,160 | | |
| (166,600 | ) |
Cash flow from financing activities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Lease payments | |
| (2,471 | ) | |
| (2,306 | ) | |
| (1,251 | ) | |
| (1,166 | ) | |
| (4,823 | ) |
Repayment long-term bank debt | |
| (96 | ) | |
| (107 | ) | |
| (39 | ) | |
| (34 | ) | |
| (536 | ) |
Proceeds from non-controlling interests | |
| 550 | | |
| — | | |
| 550 | | |
| — | | |
| 1,089 | |
Amounts recognized in respect of government grants liability | |
| (172 | ) | |
| (101 | ) | |
| (87 | ) | |
| (65 | ) | |
| (298 | ) |
Payments of share price protection recognized in business combination | |
| (1,780 | ) | |
| (363 | ) | |
| (1,780 | ) | |
| — | | |
| (4,459 | ) |
Repurchase of treasury shares | |
| (19,741 | ) | |
| (69,755 | ) | |
| (1,349 | ) | |
| (18,190 | ) | |
| (96,387 | ) |
Net cash used in financing activities | |
| (23,710 | ) | |
| (72,632 | ) | |
| (3,956 | ) | |
| (19,455 | ) | |
| (105,414 | ) |
Increase (decrease) in cash and cash equivalents | |
| (229,629 | ) | |
| (77,100 | ) | |
| 43,458 | | |
| (20,009 | ) | |
| (377,083 | ) |
Cash and cash equivalents at beginning of the period | |
| 685,362 | | |
| 309,571 | | |
| 412,172 | | |
| 251,858 | | |
| 685,362 | |
Effect of exchange rate fluctuations on cash | |
| (1,178 | ) | |
| (694 | ) | |
| (1,075 | ) | |
| (72 | ) | |
| 1,292 | |
Cash and cash equivalents at end of the period | |
| 454,555 | | |
| 231,777 | | |
| 454,555 | | |
| 231,777 | | |
| 309,571 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Non-cash transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Intangible asset acquired on credit | |
| — | | |
| — | | |
| — | | |
| — | | |
| 711 | |
Property plant and equipment acquired on credit | |
| 328 | | |
| 176 | | |
| (148 | ) | |
| 176 | | |
| 214 | |
Repurchase of treasury shares on credit | |
| 3,518 | | |
| — | | |
| 3,518 | | |
| — | | |
| — | |
Recognition of a right-of-use asset | |
| 199 | | |
| 223 | | |
| 72 | | |
| 65 | | |
| 929 | |
Non-IFRS measures
The following are reconciliations of income before taxes, as calculated
in accordance with International Financial Reporting Standards (“IFRS”), to EBITDA and Adjusted EBITDA, as well as of gross
profit, as calculated in accordance with IFRS, to Adjusted Gross Profit:
| |
For the Six Months Ended
June 30, | | |
For the Three Months Ended
June 30, | |
| |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| |
In thousands of USD | | |
In thousands of USD | |
Net income (loss) | |
| 12,553 | | |
| (79,223 | ) | |
| (9,406 | ) | |
| (44,261 | ) |
Tax expenses | |
| 152 | | |
| 125 | | |
| 78 | | |
| 141 | |
Depreciation | |
| 2,963 | | |
| 3,431 | | |
| 1,540 | | |
| 1,365 | |
Interest income | |
| (23,567 | ) | |
| (21,846 | ) | |
| (12,047 | ) | |
| (10,535 | ) |
EBITDA (loss) | |
| (7,899 | ) | |
| (97,513 | ) | |
| (19,835 | ) | |
| (53,290 | ) |
Finance expense from revaluation of assets and liabilities | |
| (56,299 | ) | |
| 57,496 | | |
| (11,522 | ) | |
| 31,524 | |
Exchange rate differences | |
| 5,475 | | |
| 3,608 | | |
| 2,430 | | |
| 2,275 | |
Share-based compensation expenses | |
| 11,542 | | |
| 6,833 | | |
| 5,418 | | |
| 3,373 | |
Other income | |
| - | | |
| (115 | ) | |
| - | | |
| - | |
Adjusted EBITDA (loss) | |
| (47,181 | ) | |
| (29,691 | ) | |
| (23,509 | ) | |
| (16,118 | ) |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 13,061 | | |
| 12,986 | | |
| 6,495 | | |
| 6,808 | |
Depreciation | |
| 186 | | |
| 184 | | |
| 120 | | |
| 43 | |
Share-based payments | |
| 812 | | |
| 462 | | |
| 390 | | |
| 127 | |
Adjusted gross profit | |
| 14,059 | | |
| 13,632 | | |
| 7,005 | | |
| 6,978 | |
EBITDA is a non-IFRS measure and is defined as
income before taxes, excluding depreciation and amortization expenses and interest income. We believe that EBITDA, as described above,
should be considered in evaluating the Company’s operations. EBITDA facilitates the Company’s performance comparisons from
period to period and company to company by backing out potential differences caused by variations in capital structures, and the age and
depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense,
respectively), and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities
analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above.
Adjusted EBITDA is a non-IFRS measure and is defined
as earnings before other financial income, income tax, depreciation and amortization, share-based payments and other extraordinary income,
net, which consists of additional compensation for damaged fixed assets. Other financial expenses (income), net includes exchange rate
differences as well as finance income or revaluation of assets and liabilities. We believe that Adjusted EBITDA, as described above, should
also be considered in evaluating the company’s operations. Like EBITDA, Adjusted EBITDA facilitates operating performance comparisons
from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting
other financial expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively
(affecting relative depreciation and amortization expense, respectively), as well as from share-based payment expenses, and Adjusted EBITDA
is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other
interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to share-based
payments.
Adjusted gross profit, excluding depreciation
and amortization and share-based compensation expenses, is a non-IFRS measure and is defined as gross profit excluding amortization expenses.
We believe that adjusted gross profit, as described above, should also be considered in evaluating the Company’s operations. Adjusted
gross profit facilitates gross profit and gross margin comparisons from period to period and company to company by backing out potential
differences caused by variations in amortization of inventory and intangible assets. Adjusted gross profit is useful to an investor in
evaluating our performance because it enables investors, securities analysts and other interested parties to measure a company’s
performance without regard to non-cash items, such as amortization expenses. Adjusted gross margin is calculated by dividing the adjusted
gross profit by the revenues.
EBITDA, Adjusted EBITDA, and Adjusted gross profit
do not represent cash generated by operating activities in accordance with IFRS and should not be considered alternatives to net income
(loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction
with net income (loss) as presented in our consolidated statements of profit or loss and other comprehensive income. Other companies may
calculate these measures differently than we do.
Net Income / Loss excluding changes in Company’s
holdings in Stratasys’ shares. We believe that by excluding the value of the Company’s holdings in Stratasys’ shares
we neutralize the volatility of these shares and provide investors an additional measurement to evaluate the operating performance of
the Company and its liquidity. This measurement should not be considered as an alternative to net income (loss) as an indicator of our
operating performance or as a measure of our liquidity. This measurement should be considered in conjunction with net income (loss) as
presented in our consolidated statements of profit or loss and other comprehensive income.
Net cash burn is a non-IFRS measure and defined
as the change in cash, cash equivalents and deposits net of treasury shares repurchase and Stratasys shares. We believe that net cash
burn, as described above, should be considered in evaluating the Company’s financial strength. Net cash burn gives a sense of how
our use of cash and cash flow has changed overtime.
13
Exhibit 99.2
Nano Dimension Leading Manufacturing into the Future 2 nd Quarter 2024 Results & Earnings Call Yoav Stern, CEO & Member of the Board Tomer Pinchas, CFO & COO Julien Lederman, VP Corporate Development August 20 th , 2024
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 2 Forward Looking Statements This presentation contains forward - looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws . Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward - looking statements . Specifically this presentation includes statements regarding : ( i ) driving innovation in advanced digital manufacturing, (ii) the route to profitability, (iii) that the acquisition of Desktop Metal, Inc . (“DM”) will create a leader in additive manufacturing, (iv) that the combined company is poised to become one of the largest players in the higher growth, emerging technologies AM segment, and (v) the final merger consideration, which is subject to certain adjustments and the expectations regarding those adjustments, and the timing of closing . Because such statements deal with future events and are based on Nano Dimension’s and DM’s current expectations, they are subject to various risks and uncertainties . The acquisition is subject to closing conditions, some of which are beyond the control of Nano Dimension or DM . Actual results, performance, or achievements of Nano Dimension or DM could differ materially from those described in or implied by the statements in this presentation . The forward - looking statements contained or implied in this presentation are subject to other risks and uncertainties, including ( i ) the ultimate outcome of the proposed transaction between Nano Dimension and DM, including the possibility that DM’s stockholders will reject the proposed transaction, (ii) the effect of the pending transaction on the ability of Nano Dimension and DM to operate their businesses and retain and hire key personnel and to maintain favorable business relationships, (iii) the timing of the proposed transaction, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, (v) the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals), (vi) Nano Dimension’s or DM’s transaction expenses are greater than expected ; (vii) DM draws on the loan facility provided by Nano Dimension, (vii) other risks related to the completion of the proposed transaction and actions related thereto, and (viii) the risks and uncertainties discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20 - F filed with the SEC on March 21 , 2024 , and in any subsequent filings with the SEC, and under the heading “Risk Factors” in DM’s annual report on Form 10 - K filed with the SEC on March 15 , 2024 , and in any subsequent filings with the SEC . The combined company financial information included in this presentation has not been audited or reviewed by Nano Dimension’s auditors and such information is provided for illustrative purposes only . You should note that such combined company information has not been prepared in accordance with and does not purport to comply with Article 11 of Regulation S - X under the U . S . Securities Act of 1933 , as amended (the “Securities Act’) . Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward - looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events . References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this presentation . Nano Dimension is not responsible for the contents of third - party websites .A0
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 3 $15M Revenue 2% YoY Headline Financials ▪ $15M Revenue – Best quarter ever - Up 2% over Q2/2023 ▪ 45% Gross margin (IFRS) - Up from 44% in Q2/2023 ▪ 47% Adj. Gross margin (non - IFRS) 1 - Down from 48% in Q2/2023 ▪ $11M Net cash burn 2 - Down from $31M in Q2/2023 Highlights for Q2 2024 1. See reconciliation of IFRS to non - IFRS on slide 14 2. See reconciliation of net cash burn o n slide 1 5 Business updates ▪ Acquire Announcement of Desktop Metal (NYSE: DM) ▪ Innovation from Additive Electronics with the new “Integrated Inspection System” ▪ Digital printing partnership between GIS with Esko - Graphics BV and Fiery, LLC 45% Gross margin 136 bps YoY $11M Net cash burn 64% YoY Continued Progress On KPIs A0 A1 A2
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 4 Customer Highlights Driving Innovation in Advanced Digital Manufacturing Driving Innovation Advanced Digital Manufacturing
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 5 Creating an Efficient Industry 4.0 Company From Scale to Stronger Margins to Reduced Cash Burn - En Route to Profitability 1. Excluding share - based compensation expenses ; see reconciliation on slide 14 2. See reconciliation of net cash burn o n slide 1 5 32% 45% Gross margin Q2/22 Q2/24 Expanding margin 2022+ 13% Expansion $32M $24M Operating expenses¹ Q2/23 Q2/24 Optimizing operating model 2023+ 24% Reduction $31M $11M Net cash burn² Q2/23 Q2/24 Improving cash usage 2023+ 64% Reduction $4M $55M Revenue Q2/21 LTM Q2/24 LTM Growing revenue to scale 2021+ 141% CAGR
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 6 Creates Leader in Additive Manufacturing Acquiring Desktop Metal
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 7 High - Growth Potential Combined Company Poised to Become One of the Largest Players in the Higher Growth, Emerging Technologies AM Segment Additive Manufacturing (“AM)” Landscape Broad Tech Portfolio Low Growth Potential Focused Tech Portfolio Note: Assessment based on Nano Dimension management estimates A0
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 8 Developing a Premium, High - Margin Portfolio of AM & Materials Solutions with Strong Recurring Revenue Potential Premium, Industrial Scale Additive Manufacturing Solutions System Price: $200K+ Strong Recurring Revenue Potential from Services and Consumables Recurring Revenue % in Product Lifetime: 25% to 40% Differentiated Offerings Leading to High - Margins Product Lifetime Margin: 50%+ Software Materials
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 9 Transaction Creates Leader in Additive Manufacturing Combined Customer Base (Select Customers) Industry Segments Solutions Industrial Electronics & PCB R&D/Academia Medical Automotive Aerospace/Defense Dental Consumer Products Desktop Metal - Metal High - Performance Specialty Applications Industrial Applications for Mass Manufacturing
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 10 Desktop Metal Acquisitions Details Please refer to the transaction Form 6 - K filed with SEC on July 3, 2024 and press release for full transaction details ▪ Acquisition of 100% of Desktop Metal’s issued and outstanding shares ▪ All cash transaction ▪ Total consideration to Desktop Metal’s is approximately $183 million, which could decrease based on potential adjustments to approximately $135 million ▪ Transaction is expected to close in Q4 2024 ▪ Closing conditions consist of Desktop Metal’s stockholder approval and CFIUS, HSR, and other required regulatory approvals A0
© 2022 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 11 Q&A
Appendix
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 13 Reconciliation for Non - IFRS Measures EBITDA is a non - IFRS measure and is defined as income before taxes, excluding depreciation and amortization expenses and amortiz ation of assets recognized in business combination and interest income. We believe that EBITDA, as described above, should be considered in evaluating the Com pany’s operations. EBITDA facilitates the Company’s performance comparisons from period to period and company to company by backing out potential diffe ren ces caused by variations in capital structures, and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting rel ati ve depreciation and amortization expense, respectively), and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by inves tor s, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above. Adjusted EBITDA is a non - IFRS measure and is defined as income before taxes, excluding depreciation and amortization expenses, i nterest income, finance income for revaluation of assets and liabilities, exchange rate differences and share - based payments. We believe that Adjusted EBITDA, as d escribed above, should also be considered in evaluating the Company’s operations. Like EBITDA, Adjusted EBITDA facilitates the Company’s performance compari son s from period to period and company to company by backing out potential differences caused by variations in capital structures, and the age and depreciat ion charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from rev alu ation of assets and liabilities, exchange rate differences and share - based payment expenses. Adjusted EBITDA is useful to an investor in evaluating our operating performance b ecause it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to no n - c ash items, such as expenses related to revaluation, exchange rate differences and share - based payments. Adjusted gross profit, excluding depreciation and amortization and share - based payments expenses, is a non - IFRS measure and is d efined as gross profit excluding amortization expenses. We believe that adjusted gross profit, as described above, should also be considered in evaluating the Co mpany’s operations. Adjusted gross profit facilitates gross profit and gross margin comparisons from period to period and company to company by backing out pote nti al differences caused by variations in amortization of inventory and intangible assets. Adjusted gross profit is useful to an investor in evaluating our performance be cause it enables investors, securities analysts and other interested parties to measure a company’s performance without regard to non - cash items, such as amortization expenses. Adjusted gross margin is calculated by dividing the adjusted gross profit by the revenues. EBITDA, Adjusted EBITDA, and Adjusted gross profit do not represent cash generated by operating activities in accordance with IF RS and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures sho uld be considered in conjunction with net income (loss) as presented in our consolidated statements of profit or loss and other comprehensive income. Other companies m ay calculate these measures differently than we do. Net cash burn is a non - IFRS measure and defined as the change in cash, cash equivalents and deposits net of treasury shares repu rchase and Stratasys shares. We believe that net cash burn, as described above, should be considered in evaluating the Company’s financial strength. Net cash bu rn gives a sense of how our use of cash and cash flow has changed overtime. A0 A1
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 14 Reconciliation for Non - IFRS Measures The following are reconciliations of income before taxes, as calculated in accordance with International Financial Reporting Standards (“IFRS”), to EBITDA and Adjusted EBITDA, as well as of gross profit, as calculated in accordance with IFRS, to Adju ste d Gross Profit. See full reconciliation and explanation in Q2 2024 Nano Dimension press release published August 20 th , 2024 Q2 2024 Q2 2023 Amounts in thousands of USD (44,261) (9,406) Net loss 141 78 Tax expenses 1,365 1,540 Depreciation and amortization (10,535) (12,047) Interest income (53,290) (19,835) EBITDA 31,524 (11,522) Finance loss (income) from revaluation of assets and liabilities 2,275 2,430 Exchange rate differences 3,373 5,418 Share - based compensation expenses (16,118) (23,509) Adjusted EBITDA (loss) Q2 2024 Q2 2023 Amounts in thousands of USD 6,808 6,495 Gross profit 43 120 Depreciation and amortization 127 390 Share - based compensation expenses 6,978 7,005 Adjusted gross profit Q2 2024 Q2 2023 Amounts in thousands of USD 27,644 36,925 Operating expenses 3,246 5,028 Share - based compensation expenses 24,398 31,897 Operating expenses excluding share - based compensation expenses A0
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 15 Amounts in thousands of USD Key Metrics Q2 2024 Cash Flow Balance Sheet Income Statement Q2 2024 Q2 2023 Q2 2024 Q2 2023 Q2 2024 Q2 2023 (29,207) (31,872) Change in cash, cash equivalents and deposits 910,977 1,194,152 Total Assets 14,986 14,737 Total Revenue 18,190 1,349 Treasury shares repurchase 40,722 44,596 Total Liabilities 6,978 7,005 Adjusted Gross Profit 1 (11,017) (30,523) Net Cash Burn 2 870,255 1,149,556 Total Equity 47% 48% Adjusted Gross Margin ( 16,118 ) ( 23,509 ) Adjusted EBITDA (loss) 1. See reconciliation of IFRS to non - IFRS on slide 14 2. Change in cash, cash equivalents and deposits net of treasury shares repurchase
© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 16 Other disclaimers No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act . Additional Information about the Transaction and Where to Find It In connection with the proposed transaction, DM filed a definitive proxy statement with the SEC on August 15 , 2024 . DM may also file other relevant documents with the SEC regarding the proposed transaction . This document is not a substitute for the proxy statement or any other document that DM may file with the SEC . The definitive proxy statemen has been mailed to shareholders of DM . INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION . Investors and security holders can obtain free copies of the proxy statement and other documents containing important information about DM and the proposed transaction at the website maintained by the SEC at http : //www . sec . gov . Copies of the documents filed with the SEC by Nano Dimension are available free of charge on DM’s website at https : //ir . desktopmetal . com/sec - filings/all - sec - filings . Participants in the Solicitation Nano Dimension, DM and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from DM shareholders in respect of the proposed transaction . Information about the directors and executive officers of Nano Dimension, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Nano Dimension’s Annual Report on Form 20 - F for the fiscal year ended December 31 , 2023 , which was filed with the SEC on March 21 , 2024 . Information about the directors and executive officers of DM, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in DM’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 23 , 2024 and DM’s Annual Report on Form 10 - K for the fiscal year ended December 31 , 2023 , which was filed with the SEC on March 15 , 2024 . Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials filed with the SEC regarding the proposed transaction . Investors should read the proxy statement carefully before making any voting or investment decisions . You may obtain free copies of these documents from Nano Dimension or DM using the sources indicated above .
© 2022 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 17 Thank you
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