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.”
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.
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.
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.
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.
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.
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 |
Consolidated Statements of Financial Position as at
2021
2022
Thousands
Thousands
USD
USD
Assets
Cash and cash equivalents
853,626
685,362
Bank deposits
437,598
346,663
Restricted deposits
148
60
Trade receivables
3,422
6,342
Other receivables
5,902
6,491
Inventory
11,199
19,400
Total current assets
1,311,895
1,064,318
Restricted deposits
501
850
Bank deposits
64,371
—
Investment in securities
—
114,984
Deferred tax
1,007
115
Other receivables
—
809
Property plant and equipment, net
7,690
5,843
Right of use assets
4,491
16,539
Intangible assets
—
—
Total non-current assets
78,060
139,140
Total assets
1,389,955
1,203,458
Liabilities
Trade payables
2,833
3,722
Financial derivatives and deferred consideration
14,910
8,798
Other payables
13,836
24,150
Current portion of other long-term liability
417
363
Total current liabilities
31,996
37,033
Liability in respect of government grants
1,560
1,492
Employee benefits
4,145
1,462
Liability in respect of warrants
3,347
69
Lease liability
3,336
12,374
Deferred tax liabilities
236
—
Loan from banks
1,104
736
Total non-current liabilities
13,728
16,133
Total liabilities
45,724
53,166
Equity
Non-controlling interests
875
767
Share capital
386,665
388,406
Share premium and capital reserves
1,266,027
1,296,194
Treasury shares
(1,509
)
(1,509
)
Foreign currency translation reserve
1,407
583
Remeasurement of net defined benefit liability (IAS 19)
—
2,508
Accumulated loss
(309,234
)
(536,657
)
Equity attributable to owners of the company
1,343,356
1,149,525
Total equity
1,344,231
1,150,292
Total liabilities and equity
1,389,955
1,203,458
Consolidated Statements of Profit or Loss and Other Comprehensive Income (In thousands of USD, except per share amounts)
For the Year Ended
For the Three-Month Period Ended
December 31,
December 31,
2021
2022
2021
2022
Revenues
10,493
43,633
7,531
12,104
Cost of revenues
5,730
24,943
4,350
3,784
Cost of revenues – write-down of inventories and impairment of assets recognized in business combination and technology
3,641
4,639
2,869
649
Total cost of revenues
9,371
29,582
7,219
4,433
Gross profit
1,122
14,051
312
7,671
Research and development expenses, net
41,686
75,763
15,099
20,993
Sales and marketing expenses
22,713
38,833
7,690
9,758
General and administrative expenses
19,644
30,457
6,470
9,091
Impairment losses
140,290
40,523
140,290
40,523
Operating loss
(223,211
)
(171,525
)
(169,237
)
(72,694
)
Finance income
17,909
22,965
5,326
11,105
Finance expense
428
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)
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 amortization
7,383
7,283
2,405
1,199
Impairment losses
140,290
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 assets
567
948
495
857
Increase in deferred tax
(5,013
)
(581
)
(4,279
)
860
Share-based payments
29,782
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 inventory
2,382
(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 payables
1,139
5,281
1,209
3,948
Increase in employee benefits
—
1,497
—
396
Increase (decrease) in trade payables
74
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 received
3,706
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, net
805,497
—
—
—
Exercise of warrants and options
212
—
62
—
Lease payments
(1,494
)
(4,151
)
(248
)
(1,063
)
Repayment long-term bank debt
(814
)
(406
)
(814
)
(103
)
Proceeds from non-controlling interests
944
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 activities
804,249
(5,273
)
(735
)
(1,516
)
(Decrease) increase in cash and cash equivalents
264,920
(165,000
)
(277,853
)
312,927
Cash and cash equivalents at beginning of the period
585,338
853,626
1,127,778
370,197
Effect of exchange rate fluctuations on cash and cash equivalents
3,368
(3,264
)
3,701
2,238
Cash and cash equivalents at end of year
853,626
685,362
853,626
685,362
Non-cash transactions:
Property plant and equipment acquired on credit
249
52
147
(457
)
Conversion of convertible notes and warrants to equity
2,830
—
—
—
Recognition of a right-of-use asset
1,919
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 (*)
9,742
2,125
EBITDA (loss)
(236,697
)
(94,215
)
Exchange rate differences
16,135
(1,670
)
Finance expense for revaluation of assets and liabilities
58,672
25,304
Share-based payments
32,563
5,926
Impairment losses
40,523
40,523
Adjusted EBITDA (loss)
(88,804
)
(24,132
)
Gross profit (loss)
14,051
7,671
Amortization of inventory and intangibles
4,639
649
Share based payments
1,584
471
Adjusted gross profit, excluding amortization of intangible assets
20,274
8,791
(*)
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.
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.
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 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.
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
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.
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.
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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