Nano Dimension’s Preliminary Q1/2023 Revenues: Approximately $14.6M Best Quarter in the Company’s History

All Revenue Growth since July 2022 was Organic
40% Increase Over Q1/2022
21% Increase Over Q4/2022

Below, a Video in which Yoav Stern, Chairman and Chief Executive Officer of the Company, Discusses the Company’s Revenue and M&A Status 

Waltham, Massachusetts, April 10, 2023 — Nano Dimension Ltd. (“Nano Dimension” or the “Company”) (Nasdaq: NNDM), an industry-leader in Additively Manufactured Electronics (AME), Printed Electronics (PE), and Micro Additive Manufacturing (Micro-AM), today announced a preview of its financial results for the first quarter ended March 31st, 2023.

On a preliminary basis, Nano Dimension reported unaudited approximated consolidated revenues of $14.6 million for the first quarter ended March 31st, 2023, a 40% increase over the first quarter ended March 31st, 2022, and a 21% increase over the fourth quarter ended December 31st, 2022.

The above information reflects preliminary estimates with respect to certain results of Nano Dimension for the first quarter ended March 31st, 2023, based on currently available information. The final first quarter results may vary from the preliminary estimates.

Yoav Stern, Chairman and Chief Executive Officer of Nano Dimension, commented: “The last quarter of 2022 was “our best quarter ever” at that time. The first quarter of every year is expected to be, traditionally, weaker than the rest of the quarters. However, due to a record organic growth of our DragonFly IV revenue as well as best quarterly revenue in Additive Electronic and Software and Hardware Ink Management Systems, the first quarter of 2023 is now, “our best quarter in revenue, ever.” It is a manifestation of our organizational development and our sales and marketing efficiency.”

Click here to watch the video: https://youtu.be/Kq5ozyF_MNQ

Yoav Stern sheds light on the Preliminary Quarterly Achievements as well as on M&A activity and Stratasys process.

A series of other videos are also available on Nano Dimension’s YouTube channel: https://www.youtube.com/@NanoDimension.

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 serves over 2,000 customers across vertical target markets such as aerospace & 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
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. For example, Nano Dimension is using forward-looking statements in this press release when it discusses its preliminary unaudited financial results for the first quarter ended March 31, 2023. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. Actual results, performance, or achievements of Nano Dimension 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 those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023, and in any subsequent filings with the SEC. 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.

NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | ir@nano-di.com

NANO DIMENSION MEDIA CONTACTS
Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com

************************

Disclaimer
All transactions are carried out by The SiLLC Assembly, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to provide general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions, and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relate to The SiLLC Assembly International.

Nano Dimension Announces 2022 Revenue of $43.6M

316% Growth for Full Year 2022 Over 2021
2022 Revenue is 1,200% Higher than 2020
Q4/2022 Revenue of $12.1M is 61% Higher Than Q4/2021
and 21% Higher Than Q3/2022

Waltham, Mass, March 30, 2023 — Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today announced its financial results for the fourth quarter and full year ended December 31st, 2022.

Nano Dimension reported audited consolidated revenues of $12.1 million for the fourth quarter ended December 31st, 2022, a 61% increase over the fourth quarter of 2021 and 21% increase over the third quarter of 2022. Revenues for the full year ended December 31st, 2022, were $43.6 million, an increase of 316% over full year 2021.

CEO MESSAGE TO SHAREHOLDERS:

“We have delivered very significant revenue growth in 2022, demonstrating further progress in our strategy to drive rapid innovation that meets customer needs. We also achieved several key customer and sales milestones, including strengthening our defense customer base with orders from a European-based military force and western global aerospace and defense contractor, as well as key transactions with academic and research institutions. We also made significant strides in executing against our goal of becoming the leading AI/deep learning framework for industrial applications. The advancements we’ve made are empowering all machines in the extended Nano Dimension ecosystem through advanced industrial inspection, print quality optimization, process optimization and monitoring and maintenance of machines, a significant value-add to new and existing customers.

We hope to accelerate our organic growth in the year ahead and remain well-positioned to execute on our M&A strategy – including our recently announced offer to acquire Stratasys Ltd. (“Stratasys”), which we view as a strategic, complementary asset in the relatively mature polymer-based AM market segment – within a flexible capital deployment framework. With the intensive help of our financial advisors, Greenhill and Lazard, in addition to our ongoing exchange with Stratasys, we continue building and pursuing our pipeline of additional prospective synergistic M&A transactions.”

The Company’s organic revenue growth of previous acquisitions:

  • AM/Admatec revenue grew +60% over 6 months since acquisition.
  • Additive Electronics/Essemtec revenue grew +8% over 12 months since acquisition.
  • AM/GIS revenue grew +4% over 12 months since acquisition.

Highlights from the Financial Results for the full Years 2022 and 2021:

  • IFRS Gross Margin (“GM”) for 2022 was 32%, compared to 11% in 2021.
  • Our adjusted GM (excluding share based payments and cost of revenues from amortization of inventory and assets recognized in business combination and technology) for 2022 was 46% compared to 45% in 2021.
  • Our loss before taxes for 2022 was $228,031 thousand.
  • Our EBITDA for 2022 was $236,697 thousand.
  • Our adjusted EBITDA for 2022 was $88,804 thousand.
  • Our investment in research and development (R&D) expenses for 2022 was $75,763 thousand, which is the major part of the contributors to the negative EBITDA.
  • Our loss before taxes for 2021 was $205,730 thousand.
  • Our EBITDA for 2021 was $199,698 thousand.
  • Our adjusted EBITDA for 2021 was $43,345 thousand.
  • Our investment in R&D expenses for 2021 was $41,686 thousand, which is the major part of the contributors to the negative EBITDA.

Fourth Quarter 2022 Financial Results

  • Total revenues for the fourth quarter of 2022 were $12,104,000, compared to $9,998,000 in the third quarter of 2022, and $7,531,000 in the fourth quarter of 2021. The increase is attributed to increased sales of the Company’s product lines.
  • R&D expenses for the fourth quarter of 2022 were $20,993,000, compared to $18,535,000 in the third quarter of 2022, and $15,099,000 in the fourth quarter of 2021. The increase resulted primarily from an increase in payroll and related expenses due to more research and development resources, as well as an increase in materials expenses.
  • Sales and marketing (S&M) expenses for the fourth quarter of 2022 were $9,758,000, compared to $9,652,000 in the third quarter of 2022, and $7,690,000 in the fourth quarter of 2021. The increase compared to the fourth quarter of 2021 is resulted primarily from an increase in payroll and related expenses and marketing expenses.
  • General and administrative (G&A) expenses for the fourth quarter of 2022 were $9,091,000, compared to $7,417,000 in the third quarter of 2022, and $6,470,000 in the fourth quarter of 2021. The increase resulted primarily from an increase in payroll and related expenses as well as professional services.
  • Impairment losses for the fourth quarter of 2022 were $40,523,000. During 2022, there was a decline in the Company’s share price, such that as of December 31, 2022, the fair value of the Company, which is based on the share price, is lower than its book value of equity. Given the recoverable amount of the said cash generating units (CGUs), the goodwill, intangibles and property, plant and equipment relating to the said CGUs was reduced by approximately $40.5 million.
  • Net loss for the fourth quarter of 2022 was $87,667,000, or $0.34 per share, compared to $66,931,000, or $0.07 per share, in the third quarter of 2022, and $159,624,000, or $0.62 per share, in the fourth quarter of 2021.

Year Ended December 31st, 2022 Financial Results

  • Total revenues for the year ended December 31, 2022, were $43,633,000, compared to $10,493,000 in the year ended December 31, 2021. The increase is attributed to increased sales of the Company’s product lines.
  • Cost of revenues (excluding amortization of inventory and intangibles) for the year ended December 31, 2022, was $24,943,000, compared to $5,730,000 in the year ended December 31, 2021. The increase is attributed mostly to increased sales of the Company’s product lines.
  • R&D expenses for the year ended December 31, 2022, were $75,763,000, compared to $41,686,000 in the year ended December 31, 2021. The increase is attributed to an increase of $21,034,000 in payroll and related expenses, as well as an increase of $4,117,000 in materials and $7,480,000 in subcontractors’ expenses, due to more research and development resources, and an increase of $3,186,000 in share-based payments expenses. The increase in R&D expenses was partially offset by a decrease of $2,659,000 in depreciation.
  • S&M expenses for the year ended December 31, 2022, were $38,833,000, compared to $22,713,000 in the year ended December 31, 2021. The increase resulted primarily from an increase of $11,774,000 in payroll and related expenses, an increase of $1,004,000 in marketing, commissions and advertising expenses, as well as an increase of $1,818,000 in travel expenses and $1,185,000 in depreciation. During 2022, the Company decided to invest increased resources in sales and marketing activities, thus, it increased the number of its sales and marketing personnel.
  • G&A expenses for the year ended December 31, 2022, were $30,457,000, compared to $19,644,000 in the year ended December 31, 2021. The increase resulted primarily from an increase of $6,442,000 in payroll and related expenses and $2,709,000 in professional services due to the Company’s latest acquisitions.
  • Impairment losses for the year ended December 31, 2022, were $40,523,000.
  • Net loss for the year ended December 31, 2022, was $227,423,000, or $0.88 per share, compared to $200,777,000 or $0.81 per share, in the year ended December 31, 2021.

Conference call information

The Company will host a conference call to discuss these financial results today, March 30th, 2023, at 9:00 a.m. EDT (4:00 p.m. IDT). We encourage participants to pre-register for the conference call using the following link: https://dpregister.com/sreg/10175112/f5aecf64c0.

Webcast link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=jXYiYYF0.

U.S. Dial-in Number: 844-695-5517, INTERNATIONAL DIAL IN: 1-412-902-6751, Israel Dial in Number: 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/eventsand-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 serves over 2,000 customers across vertical target markets such as aerospace & 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

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. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. For example, Nano Dimension is using forward-looking statements when it discusses its hope to accelerate its organic growth in the year ahead and remain well-positioned to execute on its M&A strategy, the Company’s offer to Stratasys and that the Company is continuing to build and pursue its pipeline of additional prospective synergistic M&A transactions. The forward-looking statements contained or implied in this press release are subject to risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023, and in any subsequent filings with the SEC. 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.

NANO DIMENSION INVESTOR RELATIONS CONTACT

Investor Relations | ir@nano-di.com

Consolidated Statements of Financial Position as at

 2021  2022 
Thousands Thousands 
USD USD 
Assets
Cash and cash equivalents853,626  685,362 
Bank deposits437,598  346,663 
Restricted deposits148  60 
Trade receivables3,422  6,342 
Other receivables5,902  6,491 
Inventory11,199  19,400 
Total current assets1,311,895  1,064,318 
Restricted deposits501  850 
Bank deposits64,371   
Investment in securities  114,984 
Deferred tax1,007  115 
Other receivables  809 
Property plant and equipment, net7,690  5,843 
Right of use assets4,491  16,539 
Intangible assets   
Total non-current assets78,060  139,140 
Total assets1,389,955  1,203,458 
Liabilities
Trade payables2,833  3,722 
Financial derivatives and deferred consideration14,910  8,798 
Other payables13,836  24,150 
Current portion of other long-term liability417  363 
Total current liabilities31,996  37,033 
Liability in respect of government grants1,560  1,492 
Employee benefits4,145  1,462 
Liability in respect of warrants3,347  69 
Lease liability3,336  12,374 
Deferred tax liabilities236   
Loan from banks1,104  736 
Total non-current liabilities13,728  16,133 
Total liabilities45,724  53,166 
Equity
Non-controlling interests875  767 
Share capital386,665  388,406 
Share premium and capital reserves1,266,027  1,296,194 
Treasury shares(1,509)  (1,509)
Foreign currency translation reserve1,407  583 
Remeasurement of net defined benefit liability (IAS 19)  2,508 
Accumulated loss(309,234)  (536,657)
Equity attributable to owners of the company1,343,356  1,149,525 
Total equity1,344,231  1,150,292 
Total liabilities and equity1,389,955  1,203,458 

Consolidated Statements of Profit or Loss and Other Comprehensive Income
(In thousands of USD, except per share amounts)

For the Year EndedFor the Three-Month Period Ended
December 31, December 31, 
2021 2022 2021 2022 
Revenues10,493  43,633 7,531  12,104 
Cost of revenues5,730  24,943 4,350  3,784 
Cost of revenues –  write-down of inventories and impairment of assets recognized in business combination and technology3,641  4,639 2,869  649 
Total cost of revenues9,371  29,582 7,219  4,433 
Gross profit1,122  14,051 312  7,671 
Research and development expenses, net41,686  75,763 15,099  20,993 
Sales and marketing expenses22,713  38,833 7,690  9,758 
General and administrative expenses19,644  30,457 6,470  9,091 
Impairment losses140,290  40,523 140,290  40,523 
Operating loss(223,211)  (171,525)(169,237)  (72,694)
Finance income17,909  22,965 5,326  11,105 
Finance expense428  79,471   25,305 
Loss before taxes on income(205,730)  (228,031)(163,911)  (86,894)
Taxes benefit (expense)4,906  (264)4,258  (1,006)
Loss for the year(200,824)  (228,295)(159,653)  (87,900)
Loss attributable to non-controlling interests(47)  (872)(29)  (233)
Loss attributable to owners(200,777)  (227,423)(159,624)  (87,667)
Loss per share
Basic loss per share(0.81)  (0.88)(0.62)  (0.34)
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(46)  (844)(46)  1,507 
Other comprehensive income items that will not be transferred to profit or loss
Remeasurement of net defined benefit liability (IAS 19), net of tax  2,508   (619)
Total other comprehensive income (loss) for the year(46)  1,664 (46)  888 
Total comprehensive loss for the year(200,870)  (226,631)(159,699)  (87,012)
Comprehensive loss attributable to non-controlling interests(69)  (892)(51)  (157)
Comprehensive loss attributable to owners of the Company(200,801)  (225,739)(159,648)  (86,855)

Consolidated Statements of Changes in Equity
(In thousands of USD)

Share
capital
Share
premium
and capital
reserves
Remeasurement
of IAS 19
Treasury
shares
Presentation
/ Foreign
currency
translation
reserve
Accumulated
loss
TotalNon-controlling
interests
Total
equity
For the year ended December 31, 2022:
Balance as of January 1, 2022386,6651,266,027(1,509)1,407(309,234)1,343,3568751,344,231
Investment of non-controlling party in subsidiary     784   784 
Loss for the year  (227,423)  (227,423)  (872)  (228,295)
Other comprehensive loss for the year  2,508   (824)  1,684   (20)  1,664 
Exercise of warrants and options  1,741   (1,741)      
Share based payment acquired  (1,005)  (1,005)  (1,005)
Share-based payments  32,913   32,913   32,913 
Balance as of December 31, 2022  388,406   1,296,194   2,508   (1,509)  583   (536,657)  1,149,525   767   1,150,292 

 

Share
capital
Share
premium
and capital
reserves
Remeasurement
of IAS 19
Treasury
shares
Presentation
/ Foreign
currency
translation
reserve
Accumulated
loss
TotalNon-controlling
interests
Total
equity
For the three months ended December 31, 2022:
Balance as of October 1, 2022  387,646   1,291,290   3,127   (1,509)  (848)  (448,990)  1,230,716   865   1,231,581 
Investment of non-controlling party in subsidiary     59   59 
Loss for the year  (87,667)  (87,667)  (233)  (87,900)
Other comprehensive loss for the year  (619)  1,431   812   76   888 
Exercise of warrants and options  760   (760)      
Share based payment acquired  (262)  (262)  (262)
Share-based payments  5,926   5,926   5,926 
Balance as of December 31, 2022  388,406   1,296,194   2,508   (1,509)  583   (536,657)  1,149,525   767   1,150,292 

Consolidated Statements of Cash Flows
(In thousands of USD)

 For the Year Ended December 31,  For the three months Ended Dec 31 
2021 2022 2021 2022 
Cash flow from operating activities:
Net loss(200,824)  (228,295)(159,653)  (87,900)
Adjustments:
Depreciation and amortization7,383  7,283 2,405  1,199 
Impairment losses140,290  40,523 140,290  40,523 
Financing (income) expenses, net(6,873)  (1,769)(5,074)  (10,858)
Revaluation of financial liabilities accounted at fair value(10,608)  (4,516)(252)  335 
Revaluation of financial assets accounted at fair value  62,791   24,723 
Loss from disposal of property plant and equipment and Right of use assets567  948 495  857 
Increase in deferred tax(5,013)  (581)(4,279)  860 
Share-based payments29,782  32,563 8,279  5,926 
Other  275   59 
Fees paid (*)(70)  (109)(65)  (14)
155,458  137,408 141,799  63,610 
Changes in assets and liabilities:
(Increase) decrease in inventory2,382  (4,603)2,973  (1,219)
(Increase) in other receivables(429)  (1,978)(420)  (5,552)
(Increase) decrease in trade receivables(449)  (1,992)61  (231)
Increase in other payables1,139  5,281 1,209  3,948 
Increase in employee benefits  1,497   396 
Increase (decrease) in trade payables74  628 (555)  670 
2,717  (1,167)3,268  (1,988)
Net cash used in operating activities(42,649)  (92,054)(14,586)  (26,278)
Cash flow from investing activities:
Change in bank deposits, net(416,019)  141,555 (244,090)  328,967 
Interest received3,706  17,465 1,085  12,831 
Change in restricted bank deposits(32)  (327)(1)  (311)
Acquisition of property plant and equipment(9,761)  (9,388)(7,596)  (3,329)
Acquisition of subsidiaries, net of cash acquired(74,574)  (31,057)(11,930)  1 
Payment of a liability to pay a contingent consideration of business combination  (10,708)   
Acquisition of financial assets in fair value through profit and loss  (177,775)   
Proceeds from sale of property plant and equipment      
Decrease in deposit in escrow  3,362   3,362 
Other  (800)  (800)
Net cash used in investing activities(496,680)  (67,673)(262,532)  340,721 
Cash flow from financing activities:
Proceeds from issuance of Ordinary Shares, warrants and convertible notes, net805,497      
Exercise of warrants and options212   62   
Lease payments(1,494)  (4,151)(248)  (1,063)
Repayment long-term bank debt(814)  (406)(814)  (103)
Proceeds from non-controlling interests944  510 354   
Amounts recognized in respect of government grants liability, net(96)  (221)(89)  (89)
Payments of share price protection recognized in business combination  (1,005)  (261)
Net cash provided by (used in) financing activities804,249  (5,273)(735)  (1,516)
(Decrease) increase in cash and cash equivalents264,920  (165,000)(277,853)  312,927 
Cash and cash equivalents at beginning of the period585,338  853,626 1,127,778  370,197 
Effect of exchange rate fluctuations on cash and cash equivalents3,368  (3,264)3,701  2,238 
Cash and cash equivalents at end of year853,626  685,362 853,626  685,362 
Non-cash transactions:
Property plant and equipment acquired on credit249  52 147  (457)
Conversion of convertible notes and warrants to equity2,830      
Recognition of a right-of-use asset1,919  15,196 29  3,660 

 

(*)reclassified

Non-IFRS measures

The following is a reconciliation of EBITDA and Adjusted EBITDA to loss before taxes, as calculated in accordance with International Financial Reporting Standards (“IFRS”):

Year Ended
December 31,
2022
 Three-Month
Period Ended
December 31,
2022
 
(in thousands of U.S. dollars)
Loss before taxes(228,031)(86,894)
Interest income(18,408)(9,446)
Depreciation and amortization (*)9,7422,125
EBITDA (loss)(236,697)(94,215)
Exchange rate differences16,135(1,670)
Finance expense for revaluation of assets and liabilities58,67225,304
Share-based payments32,5635,926
Impairment losses40,52340,523
Adjusted EBITDA (loss)(88,804)(24,132)
Gross profit (loss)14,0517,671
Amortization of inventory and intangibles4,639649
Share based payments1,584471
Adjusted gross profit, excluding amortization of intangible assets20,2748,791

 

(*)Including amortization of assets recognized in business combination and technology.

EBITDA is a non-IFRS measure and is defined as total comprehensive loss before taxes excluding depreciation and amortization expenses and amortization of inventory and assets recognized in business combination 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 total comprehensive loss before taxes excluding depreciation and amortization expenses and amortization of inventory and assets recognized in business combination, interest income, finance expense for revaluation of assets and liabilities, exchange rate differences, impairment losses and share-based payments. We believe that Adjusted EBITDA, as described above, should also be considered in evaluating the Company’s operations. Like EBITDA, Adjusted 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), as well as from revaluation of assets and liabilities, exchange rate differences, impairment losses and share-based payment expenses. 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 revaluation, exchange rate differences and share-based payments.

Adjusted gross profit, excluding amortization of inventory and intangibles and share based payments, is a non-IFRS measure and is defined as gross profit excluding amortization expenses of inventory and intangibles and share based payment 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, as well as share based payments. 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 and share based payment expenses.

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.


 

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Disclaimer
All transactions are carried out by The SiLLC Assembly, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to provide general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions, and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relate to The SiLLC Assembly International.

Nano Dimension Increases Offer to Acquire Stratasys to $19.55 Per Share in Cash

Revised Offer Demonstrates Nano Dimension’s Commitment to Creating the Market Leader in Additive Manufacturing

Shareholders Will Receive Considerable Premium in 51% to 60-Day Volume Weighted Average Price

Urges Stratasys to Remove ‘Poison Pill’ and Allow Shareholders to Determine the Best Path Forward for Their Investment

Video Link at the bottom – for detailed Analysis by Chairman & CEO

Waltham, Mass., March 29, 2023 — Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “NANO” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today announced it has submitted a revised offer to acquire Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) for $19.55 per share in cash (“Improved Proposal”).

Under the terms of the Improved Proposal, Nano Dimension would acquire the remaining shares of Stratasys it does not currently own for an aggregate of approximately $1.2 billion on a fully diluted basis. This offer represents a premium of 37% to the closing trading price as of March 3rd, 2023, a 40% premium to the Company’s 30-day VWAP, 51% premium to the 60-day VWAP and a 47% premium to the 90-day VWAP as of March 3rd, 2023. Nano Dimension has been the largest shareholder of Stratasys since July 2022 and currently owns approximately 14.5% of Stratasys’ outstanding shares (13.7% on a fully diluted basis).

“Our increased, all-cash offer demonstrates our commitment to consummating this strategic combination, which will deliver immediate and certain value to Stratasys shareholders at a compelling premium and enable us to create the preeminent leader in the rapidly growing AM market,” said Yoav Stern, Nano Dimension’s Chairman and Chief Executive Officer. “We are prepared to move quickly to complete our due diligence and engage with Stratasys to finalize a mutually agreeable transaction.”

Mr. Stern continued, “Nano Dimension believes in the quality of Stratasys management and its line-leaders, and we are therefore extending this Improved Proposal. We again invite the Stratasys’ board of directors (“Stratasys’ Board”) to engage in an open and constructive dialogue with us around a combination of our businesses. We also urge the Stratasys Board to take immediate steps to remove the company’s ‘poison pill’ and allow shareholders to voice their opinion on the proposed transaction and we are committed to giving Stratasys shareholders the power to decide on the merits of our compelling offer.”

Significantly Improved Value and Compelling Strategic Rationale

Nano Dimension’s Improved Proposal represents a significant increase in value of $1.55 per share, or 9%, as compared to its March 6th, 2023, proposal and offers compelling and certain value to Stratasys shareholders at a time of ongoing market volatility.

Among other growth and value creation opportunities, the transaction would:

  • Position the Combined Company to Realize Market Consolidation Opportunity:

The combined company would be ideally positioned as a consolidator in the highly fragmented market landscape of small- and medium-sized businesses with numerous attractive potential targets.

  • Establish a Market-Leading Portfolio of Complementary Products and Solutions Addressing a Significant Market Opportunity:

Combination of Stratasys’ polymer-based 3D printing systems & PolyJet AM machines and Nano Dimension’s ceramic, and metals AM & AME capabilities provides a full suite of products to the additive manufacturing segment that is expected to grow from a market size of ~$16bn in 2021 to ~$105bn by 2030.

  • Capitalize on Opportunity to Realize Operational and Organizational Synergies:

The combined sales platform will accelerate revenue growth through cross-selling Nano Dimension’s products into Stratasys’ distribution network and eliminating duplicative corporate costs. In addition, combined R&D capabilities will drive accelerated innovation.

  • Enhance Market Penetration and New Customer Acquisition:

Increased opportunity to deepen existing relationships across shared customers and industries by providing more value-added services and solutions, while also presenting new customer acquisition opportunities with an expanded and diversified platform.

Yoav Stern, Chairman and Chief Executive Officer of the Company, in a face-to-face session, details an Analysis of Stratasys Transaction, and talks directly to

  • NANO’s shareholders,
  • Stratasys Shareholders
  • Teams/employees of NANO and Stratasys

Click here for Stratasys Transaction Analysis: Yoav Stern for the face-to-face session – https://youtu.be/axulqEVq1Ak

Q4 and FY 2022 Earnings Call
Nano Dimension will release its full financial results for the fourth quarter and full year ended December 31st, 2022, before the Nasdaq Stock Market opens on Thursday, March 30th, 2023. Yoav Stern, Chairman and Chief Executive Officer of the Company, Yael Sandler, Chief Financial Officer of the Company, and Julien Lederman, VP of Corporate Development of the Company, will host a conference call on March 30th, 2023, at 9:00 a.m. ET, to discuss the financial results.

Callers can pre-register for the conference call using the following link: https://dpregister.com/sreg/10175112/f5aecf64c0

Callers who pre-register will be given a conference passcode and unique PIN to gain immediate access to the call and bypass the live operator. Participants may pre-register at any time, including up to and after the call start time.

A live, listen-only webcast of the call will be available at the following link:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=jXYiYYF0

Those without internet access or unable to pre-register may dial in by calling:
PARTICIPANT DIAL IN (TOLL FREE): 844-695-5517
PARTICIPANT INTERNATIONAL DIAL IN: 1-412-902-6751
ISRAEL TOLL FREE: 1-80-9212373

The webcast will be archived for three months on our investor relations website at https://investors.nano-di.com/investor-relations

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 serves over 2,000 customers across vertical target markets such as aerospace & 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
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. For example, Nano Dimension is using forward-looking statements in this press release when it discusses its commitment to consummate the strategic combination, its preparation to move quickly to finalize a mutually agreeable transaction, and the potential benefits and advantages of the Improved Proposal, and growth and value creation opportunities. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. The execution of a definitive merger agreement between Nano Dimension and Stratasys would be subject to approval by each company’s Board of Directors and completion of the transaction would be subject to customary closing conditions, receipt of required regulatory approvals and approval of Stratasys shareholders. Actual results, performance, or achievements of Nano Dimension 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 those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, and in any subsequent filings with the SEC. 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.

NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | ir@nano-di.com

NANO DIMENSION MEDIA CONTACT
Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com


 

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Disclaimer
All transactions are carried out by The SiLLC Assembly, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to provide general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions, and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relate to The SiLLC Assembly International.


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